Exhibit 10.23


                                ALBERTSON'S, INC.
                        2000 DEFERRED COMPENSATION TRUST






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<TABLE>


                                ALBERTSON'S, INC.
                        2000 DEFERRED COMPENSATION TRUST
                                TABLE OF CONTENTS

<S>                    <C>                                                         <C>
PREAMBLE                                                                             1

ARTICLE I:             DEFINITIONS                                                   1

ARTICLE II:            NAME AND ESTABLISHMENT OF TRUST                               7
     Section 2.01      Name and Purpose                                              7
     Section 2.02      Appointment of Trustee; Acceptance                            7
     Section 2.03      Appointment of Recordkeeper; Acceptance                       8
     Section 2.04      Grantor Trust                                                 8

ARTICLE III:           PROVISIONS RELATING TO THE EMPLOYER                           8
     Section 3.01      Contributions                                                 8
     Section 3.02      Insurance Policies                                            8
     Section 3.03      Letters of Credit                                             9
     Section 3.04      Return of Employer Contributions                              9
     Section 3.05      Certain Employer Notices                                     10
     Section 3.06      Action by Employer                                           10
     Section 3.07      Employer Liability                                           10

ARTICLE IV:            PROVISIONS RELATING TO TRUSTEE AND RECORDKEEPER              10
     Section 4.01      Receiving Contributions                                      10
     Section 4.02      Management and Control of Trust Assets                       10
     Section 4.03      Investment of Trust Assets                                   11
     Section 4.04      Distribution of Trust Assets; Limitations                    12
     Section 4.05      Protection of Trustee                                        14
     Section 4.06      Creditors of Employer                                        14
     Section 4.07      Compensation and Expenses                                    15
     Section 4.08      Limitation of Administrative Duties                          15
     Section 4.09      Accountings                                                  15
     Section 4.10      General Management Powers                                    16
     Section 4.11      Insurance Policies                                           18
     Section 4.12      Liability for Breach of Fiduciary Duty                       20
     Section 4.13      Consultation and Indemnification                             20
     Section 4.14      Resignation and Removal                                      21
     Section 4.15      Duties of the Recordkeeper                                   24
     Section 4.16      Determinations by the Trustee; Notices                       24
     Section 4.17      Rights of Trustee                                            24
     Section 4.18      Priority of Distribution and Liquidation of Trust Assets     25


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ARTICLE V:             GENERAL ADMINISTRATIVE PROVISIONS                            26
     Section 5.01      Exchange of Information by the Employer and the Trustee      26
     Section 5.02      Information to the Recordkeeper and Trustee                  26
     Section 5.03      Mistake of Fact                                              26
     Section 5.04      Taxes                                                        26
     Section 5.05      Investment Company Act                                       27

ARTICLE VI:            AMENDMENT AND TERMINATION                                    27
     Section 6.01      Right to Amend                                               27
     Section 6.02      Termination of Trust and Reversion of Assets                 28

ARTICLE VII:           MISCELLANEOUS PROVISIONS                                     28
     Section 7.01      Entire Agreement                                             28
     Section 7.02      Successors                                                   28
     Section 7.03      Headings                                                     29
     Section 7.04      Controlling Law                                              29
     Section 7.05      Third-Party Inquiries                                        29
     Section 7.06      Courts; Arbitration                                          29
     Section 7.07      Addresses For Communications                                 29
     Section 7.08      Waiver of Notice                                             30
     Section 7.09      Accounting Period                                            30
     Section 7.10      Interest in the Trust Fund                                   30
     Section 7.11      Counterparts                                                 30
EXHIBIT A -  Form of Irrevocable Letter of Credit                                   31
EXHIBIT B -  Real Estate Leases                                                     35
EXHIBIT C -  Actuarial Assumptions                                                  36
EXHIBIT D -  Trust Property                                                         38
EXHIBIT E -  Form of Certificate to the Trustee Certificate                         39
EXHIBIT F -  Individuals Eligible to be Participants                                40
EXHIBIT G - Assignment Agreement                                                    41
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                                       ii

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               ALBERTSON'S, INC. 2000 DEFERRED COMPENSATION TRUST



     THIS TRUST AGREEMENT is made and entered into the 1st day of January, 2000,
by and between  ALBERTSON'S,  INC.,  a Delaware  corporation,  as  grantor,  IBJ
Whitehall Bank & Trust Company, a New York banking corporation,  as trustee, and
Management  Compensation  Group,  Northwest,  LLC, a Delaware limited  liability
company, as recordkeeper.

                                   WITNESSETH:

     WHEREAS,  Albertson's,  Inc. is adopting,  effective  January 1, 2000,  the
Albertson's,  Inc. 2000 Deferred  Compensation Plan as amended from time to time
(the "Plan"); and

     WHEREAS, Albertson's, Inc. has incurred or expects to incur liability under
the terms of the Plan with respect to individuals participating in the Plan; and

     WHEREAS,  Albertson's,  Inc.  wishes  to  establish  a grantor  trust  (the
"Trust") for the purpose of  accumulating  assets to assist it in fulfilling its
obligations  under  the  Plan,  to which  Trust  Albertson's,  Inc.  shall  make
contributions in the amounts determined in accordance with the terms of the Plan
and this trust agreement; and

     WHEREAS,  Albertson's,  Inc. desires the Trustee to hold and administer all
funds and other  property  contributed by  Albertson's,  Inc. and the Trustee is
willing to hold and  administer  such funds  pursuant to the terms of this trust
agreement; and

     WHEREAS,  Albertson's,  Inc.  desires that the assets of the Trust shall be
available to satisfy the claims of Albertson's,  Inc. general  creditors in case
of insolvency or bankruptcy;

     NOW, THEREFORE,  in consideration of the promises,  covenants,  agreements,
terms,  obligations  and  duties  herein  set  forth,  the Trust to be named the
"Albertson's,  Inc.  2000  Deferred  Compensation  Trust" is hereby  established
effective from and after the date first above written, and the parties do hereby
covenant and agree, as follows:

                                    ARTICLE I

                                   DEFINITIONS

     The following  words and phrases are used in this trust agreement and shall
have the meaning set forth in this Article unless a different meaning is clearly
required by the context:

                                     Page 1

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         "Additional  Premium  Payment  Obligation"  shall  mean any  additional
premiums, assessments, dues, charges and interest on any Insurance Policies held
in the Trust as may be  necessary  following  the  satisfaction  of the  Premium
Payment Obligation to cause each of such Insurance Policies to be paid in full.

         "Additional Premium Payment Obligation Amount" shall mean the aggregate
payments  required to be made by the Employer to the Trustee in order to satisfy
any Additional Premium Payment Obligation.

         "Application"  shall mean a written application from a Participant or a
beneficiary of a deceased Participant received by the Recordkeeper  requesting a
payment from the Trust by reason of a benefit being due to such  Participant  or
beneficiary under the Plan.

         "Bank" shall mean the commercial bank issuing a Letter of Credit.

         "Board of Directors" shall mean the Board of Directors of the Employer.

         "Change in Control" shall mean the  occurrence in a single  transaction
or series of  transactions  after  January 1, 2000,  of any one of the following
events or circumstances:  (a) merger,  consolidation or reorganization where the
beneficial  owners of the Voting Securities  immediately  preceding such merger,
consolidation or reorganization beneficially own less than 80% of the securities
possessing  the  right to vote to elect  directors  or to  authorize  a  merger,
consolidation  or  reorganization  with  respect to the  survivor,  after giving
effect  to  such   merger,   consolidation   or   reorganization,   (b)  merger,
consolidation  or  reorganization  of the  Employer  where  20% or  more  of the
incumbent  directors of the Employer are changed,  (c) acquisition by any person
or group,  as defined for purposes of Section 13(d) of the Exchange  Act,  other
than a trustee or other fiduciary  holding Voting  Securities  under an employee
benefit plan of the Employer (or a corporation owned, directly or indirectly, by
the holders of Voting  Securities in substantially  the same proportion as their
ownership of Voting  Securities)  of beneficial  ownership of 20% or more of the
Voting Securities (such amount to include any Voting  Securities  acquired prior
to January 2, 2000), (d) during any period of two consecutive years, individuals
who at the  beginning of such period  constitute  the Board of Directors and any
new director (other than a director  designated by a person who has entered into
an agreement with the Employer to effect a transaction described in clauses (a),
(b), (c) or (e) of this paragraph) whose election by the Employer's shareholders
was approved by a vote of at least  two-thirds  (2/3) of the directors  still in
office  who  either  were  directors  at the  beginning  of the  period or whose
election or nomination  for election was  previously so approved,  cease for any
reason to constitute a majority thereof,  or (e) approval by the shareholders of
the  Employer  of a plan of  liquidation  or  dissolution  with  respect  to the
Employer or an agreement for the sale or  disposition  by the Employer of all or
substantially all the Employer's assets;  provided,  that in the event the exact
date of a Change in Control cannot be determined, such Change in Control will be
deemed to have  occurred on the earliest  date on which it could have  occurred.
The  Trustee  and the  Recordkeeper  shall rely upon  notice  from the  Employer
pursuant  to Section  3.05,  provided  such  notice  concludes  that a Change in

                                     Page 2
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Control  has  occurred.  In the  absence of such a notice,  the  Trustee and the
Recordkeeper may require and rely upon an Opinion of Counsel relating to whether
a Change in Control  has  occurred.  Any  Opinion of Counsel  with  respect to a
Change  in  Control  shall  specify  the date on which  the  Change  in  Control
occurred,  or if an exact date cannot be determined,  the earliest date on which
such Change in Control  could have  occurred and cover such other matters as the
Trustee  or the  Recordkeeper  shall  reasonably  require.  Notwithstanding  the
foregoing,  the occurrence of any of the foregoing events or transactions  shall
not be  deemed  to be a  Change  in  Control  of the  Employer,  if prior to the
consummation  of any of the foregoing  events or  transactions,  the  Continuing
Directors  (as  defined  in  paragraph  1 of Article  TWELFTH of the  Employer's
Restated Certificate of Incorporation, dated May 27, 1998) adopt a resolution to
the effect that a Change in Control for the  purposes of this Trust shall not be
deemed to have occurred upon the consummation of any such event or transaction.

     "Code" shall mean the Internal  Revenue Code of 1986,  as from time to time
amended.  Reference to a section of the Code shall  include that section and any
comparable  section  or any  future  legislation  that  amends,  supplements  or
supersedes said section.

     "Deficiency  Amount"  shall  mean,  with  respect to each  Participant  and
beneficiary of a deceased  Participant,  the amount of unpaid benefits,  if any,
and interest thereon, determined in accordance with Section 4.04(c).

     "Eligible Person" shall mean an employee of the Employer who is eligible to
participate in the Plan but is not a Participant.

     "Employer"  shall mean  Albertson's,  Inc.,  a  corporation  organized  and
existing  under  the  laws  of  the  State  of  Delaware,  or its  successor  or
successors.

     "Exchange  Act"  shall  mean  the  Securities  Exchange  Act of  1934,  all
subsequent  amendments  thereto  and  any  successor  statute(s)  adopted  which
addresses  substantially  the same subject matter.  Further,  a reference to any
section of the Exchange Act shall refer to the section in effect on September 1,
1988, all subsequent  amendments  thereto and any successor  section(s)  adopted
which addresses substantially the same subject matter.

     "Expert"  shall mean the  Recordkeeper,  the  Insurance  Adviser,  the Real
Estate Adviser and any consultant,  adviser,  engineer,  accountant,  appraiser,
actuary or other expert hired or retained by the Trustee to provide advice or to
make or assist in making any determination hereunder.

     "Expert's  Certificate" shall wean a certificate signed by an Expert or, if
the Expert is a corporation or partnership,  by two of its executive officers or
partners.

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         "Insurance  Adviser" shall mean a person,  firm or corporation hired or
retained  by the  Employer  or  Trustee  to assist it in  procuring,  modifying,
liquidating or valuing any Insurance Policies held by the Trust.

         "Insurance  Company" shall mean any insurance company or companies from
which the Employer or Trustee shall have procured Insurance Policies.

         "Insurance  Policies" shall mean life insurance  policies  purchased on
the life of any Participant or Eligible Person from any Insurance Company.

         "Letter of Credit"  shall mean an  irrevocable  letter of credit issued
for the benefit of the Trustee  pursuant to Article  III,  substantially  in the
form attached  hereto as Exhibit "A", by a United States  commercial  bank, or a
United States office of a foreign bank,  which issuing bank is acceptable to the
Trustee,  has a long-term debt rating by Standard & Poor's Corp. of no less than
A (or the  equivalent  rating by Moody's  Investors  Service,  Inc.),  and whose
combined capital and surplus is no less than $1,000,000,000.

         "Majority Participants" shall mean at any time Participants whose Value
of Accrued  Benefits then aggregate more than 66-2/3% of the then Value of Total
Accrued  Benefits.   For  purposes  of  determining   "Majority   Participants,"
"Participants" shall include persons then considered Participants under the Plan
and beneficiaries of deceased Participants, and the Trustee shall be entitled to
rely on the determination of the Recordkeeper as to whether or not a Participant
or  beneficiary  of  a  deceased  Participant  or a  group  of  Participants  or
beneficiaries of deceased Participants constitute "Majority Participants".

         "Opinion of Counsel"  shall mean a written  opinion from legal  counsel
acceptable  to the  Trustee.  Such  counsel  may but need  not be legal  counsel
regularly retained by the Employer or the Trustee.

         "Participant"  shall mean an employee of the Employer  participating in
the Plan, as well as all former  Participants whose benefits under the Plan have
not been fully distributed.

         "Plan" shall mean the  Albertson's,  Inc.  2000  Deferred  Compensation
Plan, adopted effective January 1, 2000, as from time to time amended.

         "Potential   Change  in  Control"   shall  mean  the  occurrence  in  a
transaction or series of transactions  after January 1, 2000, of any one or more
of the following events or circumstances:  (a) a tender offer or its substantial
equivalent  made by any person or group,  as defined for the purposes of Section
13(d) of the Exchange  Act, to purchase or otherwise  acquire  securities of the
Employer which if consummated,  together with securities already owned, directly
or  indirectly,  by the offeror,  would give the offeror  beneficial  ownership,
directly or indirectly, of 20% or more of the Voting Securities, (b) acquisition
by any person or group (other than  acquisitions by a trustee or other fiduciary

                                     Page 4
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under an employee benefit plan of the Employer,  and other than  acquisitions by
the personal representative(s),  when acting in such capacity, of the estates of
J.A.  Albertson  and/or Kathryn  Albertson),  as defined for purposes of Section
13(d) of the Exchange Act, of beneficial  ownership of 20% or more of the Voting
Securities  (such  amount to include  any Voting  Securities  acquired  prior to
January  2,  2000),  (c) filing or the  requirement  for filing by any person or
group,  as defined for  purposes  of Section  13(d) of the  Exchange  Act, of an
initial Schedule 13D or 13G with the Securities and Exchange  Commission,  or of
an amendment to an existing Schedule 13D or 13G indicating a cumulative increase
in  beneficial  ownership by any person or group of at least an additional 5% of
the Voting  Securities in comparison with such person's or group's  Schedule 13D
or 13G on file with the  Securities  and Exchange  Commission as of September 1,
1988, (d)  solicitation of proxies by a person or group, as defined for purposes
of Section  13(d) of the  Exchange  Act (other than  management  or the Board of
Directors),  having beneficial  ownership of 1% or more of the Voting Securities
for election,  removal or change of directors of the Employer or with respect to
resolutions  seeking or directing (1) any  transaction or series of transactions
with a person or group, as defined for purposes of Section 13(d) of the Exchange
Act, beneficially owning 5% or more of the Voting Securities,  (2) to impose any
restriction,  supermajority  requirement or other limitation on the power of the
Board of Directors, or (3) sale, merger or other disposition involving more than
20% of the Voting  Securities  or assets (by book value) of the  Employer or (e)
receipt by the  Employer of an offer to acquire  beneficial  ownership of 20% or
more of the Voting Securities by merger, acquisition or otherwise; provided that
in the  event  the  exact  date of a  Potential  Change  in  Control  cannot  be
determined,  such Potential Change in Control will be deemed to have occurred on
the earliest date on which it could have occurred; and, provided further, that a
particular  occurrence of any of the foregoing events or circumstances shall not
be deemed to be a Potential Change in Control if within 15 days after receipt by
the Board of Directors of actual notice from the Employer of the occurrence of a
particular event or circumstance,  the Board of Directors adopts a resolution to
the effect  that a Potential  Change in Control  for the  purposes of this Trust
shall not be deemed to have occurred (but only if at least a two-thirds majority
of the  members  of the  Board  of  Directors  at the time of  adoption  of such
resolution were members  immediately prior to such event or  circumstance).  The
Trustee and the Recordkeeper  shall rely upon notice from the Employer  pursuant
to Section  3.05,  provided  such notice  concludes  that a Potential  Change in
Control  has  occurred.  In the  absence of such a notice,  the  Trustee and the
Recordkeeper may require and rely upon an Opinion of Counsel relating to whether
a Potential Change in Control has occurred.  Any Opinion of Counsel with respect
to a Potential  Change in Control  shall specify the date on which the Potential
Change in  Control  occurred,  or if an exact  date  cannot be  determined,  the
earliest date on which such Potential  Change in Control could have occurred and
cover such other  matters as the Trustee or the  Recordkeeper  shall  reasonably
require.

         "Premium  Payment  Obligation"  shall mean all  premiums,  assessments,
dues,  charges and  interest  on all the  Insurance  Policies  held in the Trust
necessary to cause each of such Insurance Policies to be paid in full.

                                     Page 5
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         "Premium Payment  Obligation  Amount" shall mean the aggregate payments
required  to be paid by the  Employer to the Trustee in order to satisfy in full
the Premium Payment Obligation.

         "Real Estate Adviser" shall mean a person, firm or corporation hired or
retained by the  Trustee to manage,  or to assist in  managing,  the real estate
assets  and/or the Real Estate Leases held by the Trust or to assist in the sale
by the Trustee of any of the real estate assets held by the Trust.

         "Real  Estate  Leases"  shall mean the lease  agreements  set forth and
described  in Exhibit  "B"  attached  hereto and by this  reference  made a part
hereof,  if any, and shall  include any future real estate  leases  entered into
between the  Employer  and the Trustee  pursuant to Section 3.01 with respect to
real property contributed by the Employer to the Trust.

         "Recordkeeper"  shall  mean the  person  or  persons  from time to time
serving as recordkeeper with respect to the Trust.

         "Repurchase  Obligation" shall mean the requirement in each Real Estate
Lease that the Employer  repurchase in cash from the Trustee the property  which
is the  subject  of such Real  Estate  Lease  upon a Change in Control or at the
termination of the Real Estate Lease.

         "Repurchase  Obligation  Amount" shall mean the purchase price required
by each  Real  Estate  Lease  to be  paid  by the  Employer  to the  Trustee  to
repurchase  the  property  which is the subject of such Real Estate Lease upon a
Change in Control or at the termination of the Real Estate Lease.

         "Retention Amount" shall mean $50,000.00.

         "Trust" shall mean the trust set forth in and created by this document,
and all subsequent amendments thereto.

         "Trust Fund" shall mean all assets held by the Trustee under the Trust.

         "Trust Year" shall mean the fiscal year of the Employer.

         "Trustee" shall mean the person or persons from time to time serving as
trustee of the Trust.

         "Value of Accrued  Benefits"  shall mean at any time with  respect to a
Participant  or  beneficiary  of a deceased  Participant  an amount equal to the
present value of his or her benefit accrued under the Plan  determined  based on
the actuarial  assumptions described on Exhibit "C" attached hereto, but without
taking into account any changes in pay out options under the Plan made following
a Change in Control, as calculated by the Recordkeeper.


                                     Page 6
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         "Value of the Trust Fund" shall mean at any time an amount equal to the
then total of the following:  (a) the Value of Trust Insurance Policies, (b) the
Value of Trust Real  Estate,  (c) any  undrawn  amount  under a Letter of Credit
(other than any letter of credit  delivered to the Trustee  pursuant to the Real
Estate  Leases),  and (d) the fair market value of all other assets of the Trust
Fund, each as determined by the Trustee.

         "Value  of Total  Accrued  Benefits"  shall  mean at any time an amount
equal to the aggregate of the Value of Accrued Benefits for all Participants and
beneficiaries  of  deceased  Participants  as of the date of  determination,  as
calculated by the Recordkeeper.

         "Value of Trust Insurance Policies" shall mean the cash surrender value
at any time of the Insurance  Policies  held in the Trust,  as determined by the
Insurance Adviser.

         "Value of Trust Real Estate"  shall mean at any time an amount equal to
the aggregate of all Repurchase Obligation Amounts.

         "Voting Securities" shall mean securities  possessing the right to vote
to elect directors or to authorize a merger,  consolidation or reorganization of
the Employer.

         In this  agreement the singular  includes the plural and the plural the
singular; words importing any gender include any other gender; and references to
"days" shall mean calendar days, unless otherwise specified.


                                   ARTICLE II

                         NAME AND ESTABLISHMENT OF TRUST


         Section  2.01.  Name and  Purpose.  The name of the Trust  shall be the
"Albertson's,  Inc. 2000 Deferred Compensation Trust." This Trust is established
in  conjunction  with the Plan,  and any  successor  of the  foregoing,  for the
purpose of  holding,  investing  and  distributing  assets as a reserve  for the
discharge of the Employer's  obligations to  Participants  or  beneficiaries  of
deceased  Participants  entitled to benefits  pursuant to the  provisions of the
Plan.

         Section 2.02. Appointment of Trustee;  Acceptance.  The Employer hereby
appoints IBJ Whitehall Bank & Trust Company, a New York banking corporation,  as
sole  Trustee for the Trust.  The Trustee  hereby  accepts  the  appointment  as
Trustee under the Trust.  In accepting such  appointment,  the Trustee agrees to
act solely as trustee  hereunder  and not in its  individual  capacity;  and all
persons  having any claim  against  the  Trustee  by reason of the  transactions
contemplated   hereby  shall  look  only  to  the  Trust  Fund  for  payment  or
satisfaction thereof, except to the extent otherwise provided in Section 4.17(d)
hereof.


                                     Page 7
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         Section 2.03.  Appointment of  Recordkeeper;  Acceptance.  The Employer
hereby  appoints  Management  Compensation  Group,  Northwest,  LLC,  a Delaware
limited  liability   company,   as  its  Recordkeeper   under  this  Trust.  The
Recordkeeper  hereby accepts the appointment as Recordkeeper under the Trust. It
is recognized that Management  Compensation Group,  Northwest,  LLC also acts as
the independent consulting actuary of the Employer with respect to the Plan.

         Section  2.04.  Grantor  Trust.  The Trust is  intended to be a grantor
trust,  within the  meaning of Section 671 of the Code,  and shall be  construed
accordingly.  The Employer,  therefore,  agrees that all income,  deductions and
credits of this Trust  belong to it as owner for income tax purposes and will be
included on the Employer's income tax returns.


                                   ARTICLE III
                       PROVISIONS RELATING TO THE EMPLOYER


         Section 3.01. Contributions. With the execution of this trust agreement
the Employer has  transferred to the Trustee the property  listed on Exhibit "D"
attached  hereto.  The Employer may from time to time deliver to the Trustee one
or more  Insurance  Policies,  Letters of  Credit,  or  contribute  cash or real
property  to the Trust  which is  acceptable  to the Trustee and enter into Real
Estate Leases with the Trustee which are acceptable to the Trustee,  in order to
fund all or a portion of its obligation to make contributions to this Trust. All
Employer   contributions  and  all  investments   thereof,   together  with  all
accumulations, accruals, earnings and income with respect thereto, shall be held
by the Trustee in trust hereunder as the Trust Fund.

         Section 3.02.  Insurance Policies.  The Employer shall give the Trustee
the original of each Insurance Policy  established for the benefit of the Trust,
executed by the  Insurance  Company  issuing  such  Insurance  Policy.  Upon the
earlier of the occurrence of a Change in Control or Potential Change in Control,
the Employer shall (i) irrevocably  assign to the Trustee all ownership interest
the Employer may have in any Insurance  Policies held in the Trust,  pursuant to
an assignment agreement  substantially in the form attached hereto as Exhibit G;
and (ii) pay to the Trustee the Premium Payment  Obligation  Amount with respect
to the Insurance  Policies held in the Trust.  If, following the satisfaction of
the Premium Payment Obligation, the Trustee receives a notice from any Insurance
Company regarding the existence of an Additional Premium Payment Obligation, the
Trustee shall so notify the Employer  promptly and the Employer shall pay to the
Trustee any Additional  Premium Payment  Obligation  Amount with respect to such
Insurance Policies.


                                     Page 8
<PAGE>




         Section 3.03.  Letters of Credit.  The Employer  shall give the Trustee
the original of each Letter of Credit  established for the benefit of the Trust,
executed by the Bank  issuing such Letter of Credit.  The Trustee  shall draw on
every Letter of Credit to the full extent thereof on the earlier of:

                  (a) Receipt of an Opinion of Counsel  stating  that a Change
          in Control has  occurred;and

                  (b) On the tenth  business day  preceding  the last day of the
         term of each  Letter of Credit  that is due to expire  and has not been
         extended, unless, prior to taking such action, the Trustee receives the
         original  of a  replacement  Letter  of  Credit,  executed  by the Bank
         issuing such Letter of Credit, and in at least the amount of the Letter
         of Credit which is due to expire;

except to the  extent the  Trustee  has  received  cash  contributions  from the
Employer  up to the  amount of, and in  substitution  for,  the Letter of Credit
which is due to expire.

         Section  3.04.  Return of Employer  Contributions.  Subject to Sections
4.06 and 6.02,  Employer  contributions shall be irrevocable upon the earlier of
the  occurrence  of a Change in  Control or  Potential  Change in  Control.  The
foregoing notwithstanding,  after the Employer has satisfied its Premium Payment
Obligation  or  Additional  Premium  Payment  Obligation  with  respect  to  all
Insurance Policies,  has satisfied its Repurchase Obligation with respect to all
Real Estate Leases,  and provided there is then no unpaid Deficiency Amount with
respect to any Participant or beneficiary of a deceased  Participant,  or at any
time prior to the time when the Trust shall  become  irrevocable  as provided in
Section 6.02 (and without revoking the Trust), the Employer shall be entitled to
a return of a portion of the Trust Fund in accordance with the following:

                  (a) The  Employer  shall  give not less  than 30 days  advance
         written notice to the Trustee and the Recordkeeper that the Employer is
         invoking its rights to a return of a portion of the Trust Fund pursuant
         to this Section 3.04.

                  (b) The  Employer  may  exercise its rights under this Section
         3.04 no more frequently than twice during any 12 month period.

                  (c) Upon  receipt of a notice  from the  Employer  pursuant to
         Section 3.04(a) the Trustee shall determine the then Value of the Trust
         Fund and the  Recordkeeper  shall  determine  the  then  Value of Total
         Accrued  Benefits.  To the  extent  the then  Value of the  Trust  Fund
         exceeds  an amount  equal to 1.3 times the sum of (1) the then Value of
         Total  Accrued  Benefits,  plus (2) the Retention  Amount,  the Trustee
         shall liquidate  sufficient Trust assets (or,  notwithstanding  Section
         4.18, distribute Trust assets in kind, as directed by the Employer) and
         return such excess to the Employer.

                                     Page 9
<PAGE>




         Section 3.05.  Certain Employer Notices.  The Employer hereby agrees to
give prompt notice to the Trustee,  the  Recordkeeper  and each  Participant and
beneficiary of a deceased Participant of the occurrence of a Potential Change in
Control or a Change in Control.

         Section 3.06. Action by Employer. Whenever the Employer is permitted or
required  to perform any act  hereunder,  it shall be done and  performed  by an
officer or other delegate duly  authorized by the Employer.  Promptly  following
the execution of this trust agreement,  the Employer shall file with the Trustee
and the  Recordkeeper a certified  list of the names and specimen  signatures of
any person  authorized  to act for the  Employer.  The Employer  shall  promptly
notify the  Trustee  and the  Recordkeeper  of the  addition  or deletion of any
person's name to or from such list,  respectively.  Until receipt of notice that
any person is no longer  authorized  so to act, the Trustee or the  Recordkeeper
may continue to rely on the authority of the person. All certifications, notices
and  directions by any such  authorized  person or persons to the Trustee or the
Recordkeeper  shall be in writing signed by such person or persons.  The Trustee
and the  Recordkeeper  may rely on any such  certification,  notice or direction
purporting to have been signed by or on behalf of such person or persons.

         Section 3.07. Employer Liability. Nothing in this trust agreement shall
relieve the Employer of its  liabilities to pay the benefits  provided for under
the Plan except to the extent such  liabilities  are met by the  application  of
Trust assets.


                                   ARTICLE IV

                 PROVISIONS RELATING TO TRUSTEE AND RECORDKEEPER

         Section 4.01.  Receiving  Contributions.  The Trustee shall receive and
accept  contributions  from the Employer in accordance with this trust agreement
as a reserve for the discharge of the Employer's obligations to Participants and
beneficiaries  of deceased  Participants  entitled  to benefits  pursuant to the
Plan.

         Section 4.02. Management and Control of Trust Assets. The Trustee shall
have exclusive  authority and discretion to manage and control all assets in the
Trust Fund,  except as may  otherwise be provided  herein.  Notwithstanding  the
foregoing,  upon the appointment of an Insurance  Adviser or Real Estate Adviser
the Trustee shall rely  exclusively on the advice of such  Insurance  Adviser or
Real Estate  Adviser,  regarding  the  management  and control of the  Insurance
Policies or real estate  assets  and/or Real Estate  Leases held by the Trustee,
respectively.


                                     Page 10
<PAGE>




         Section 4.03.  Investment of Trust Assets.  The Trustee shall  promptly
invest and re-invest the assets of the Trust Fund.  Prior to a Change in Control
and so long as a Potential  Change in Control has not occurred and  continued to
the date of determination, the Trustee shall rely upon any investment directions
from the  Employer,  and the Trustee  shall not be required to inquire  into the
propriety  of such  directions;  provided,  however,  the  Trustee  shall not be
required  to  invest  assets of the Trust  Fund in a manner  that it  reasonably
believes  could  result in any damage or liability on the part of the Trustee in
its individual capacity. The Trustee shall not be liable for the consequences of
following such  directions.  Following a Change in Control and during any period
of  time  when  a  Potential  Change  in  Control  shall  have  occurred  and be
continuing,  the Trustee shall invest and re-invest the assets of the Trust Fund
as it shall  determine but only in investments  constituting  one or more of the
following:

                  (a) Obligations of the United States  Government or any agency
         thereof  which are supported by the full faith and credit of the United
         States  Government,  and  obligations  guaranteed  by the United States
         Government.

                  (b)  Commercial  paper  rated no less than  Prime-l by Moody's
         Investors  Service,  Inc.  or as A-l by  Standard  & Poor's  Corp.,  or
         bankers'  acceptances or certificates in United States commercial banks
         (but only with  banks  which at the time of  purchase  have a  combined
         capital and surplus in excess of $200,000,000  and whose long-term debt
         is rated no less than A by Standard & Poor's Corp.,  or the  equivalent
         rating  by  Moody's  Investors  Service,  Inc.),  or  such  instruments
         similarly  rated by any successor to either of such  investment  rating
         services;  provided,  no purchases  shall be made of  commercial  paper
         which is  credit  enhanced  or  which  is  issued  by a  company  whose
         headquarters is outside the United States,  and no more than $2,000,000
         shall be invested in the commercial paper of any one company.

                  (c) Direct and  general  obligations  of any state  within the
         United States, to the payment of the principal of and interest on which
         the full  faith and credit of such state is  pledged,  provided  at the
         time of their  purchase  such  obligations  are rated no less than A by
         Standard & Poor's Corp. with respect to long-term  obligations,  or the
         equivalent rating by Moody's Investors Service,  Inc., and no less than
         MIG-l by Moody's  Investors  Service,  Inc.  with respect to short-term
         obligations,  or the  equivalent  rating by  Standard  & Poor's  Corp.;
         provided, no more than $1,000,000 shall be invested in any one issue of
         notes or bonds and no more than 15% of the Trust Fund shall be invested
         at any time in state obligations;  and, provided further,  no purchases
         shall be made of state obligations which are credit enhanced.


                                     Page 11
<PAGE>




                  (d) Non-interest  bearing operating accounts of the Trust with
         the  Trustee,  even  though the  Trustee  does not  otherwise  meet the
         investment  requirements  of this Section  4.03;  provided  that if the
         Trustee does not meet the investment requirements of this Section 4.03,
         such accounts may not in the aggregate exceed $100,000.

                  (e)  Insurance  Policies,  Real Estate  Leases,  the  property
         listed on Exhibit "D" and real property contributed to the Trust by the
         Employer.

                  (f)  Temporary  investment  funds and/or  money market  funds,
         including  the IBJ  Whitehall  Bank & Trust  Company Money Market Fund,
         which meet the criteria described in Section 4.03(a) through (c).

         Section 4.04.     Distribution of Trust Assets; Limitations.

                  (a) At the direction of the Employer to the Recordkeeper prior
         to a Change in  Control or upon the  Application  of a  Participant  or
         beneficiary of a deceased  Participant  after a Change in Control,  the
         Recordkeeper shall prepare a certification to the Trustee that benefits
         under the Plan have become  payable,  which  certification  shall be in
         substantially   the  form   attached   hereto  as  Exhibit   "E."  Such
         certification  shall include the amount of such benefits,  the terms of
         payment,  and the  name,  address  and  social  security  number of the
         recipient.  Upon the receipt of such certified statement and subject to
         Section 4.06,  the Trustee shall  liquidate such Trust assets as may be
         available  and  necessary  to  pay  the  benefits  set  forth  in  such
         certification  and shall make or commence cash  distributions  from the
         Trust  Fund  in  accordance  therewith  to the  person  or  persons  so
         indicated and to the  appropriate  taxing  authorities  with respect to
         taxes  required to be  withheld;  provided,  however,  that the Trustee
         shall not be required to make any  distribution  which would reduce the
         value of the assets of the Trust  Fund  described  in  Section  4.03(a)
         through (d) to less than the Retention Amount.  The Recordkeeper  shall
         also furnish a copy of such  certification  to the  Participant  or the
         beneficiary of a deceased  Participant.  The Trustee shall furnish each
         Participant  or  beneficiary  of  a  deceased   Participant   with  the
         appropriate tax information form evidencing such payment and the amount
         thereof.   The  Trustee   shall   provide  the  Employer  with  written
         confirmation  of any payments  hereunder  within 10 business days after
         such payments are made or commenced to a Participant  or beneficiary of
         a deceased  Participant.  Notwithstanding any provision of the Trust to
         the contrary,  the Trustee shall make  payments  hereunder  before such
         payments are  otherwise due if, and to the extent that, it (l) receives
         a written  request  therefor from a  Participant  or  beneficiary  of a
         deceased Participant,  which written request specifies the amount to be
         distributed,



                                     Page 12
<PAGE>



          and (2) determines,  based on an Opinion of Counsel,  that a change in
          the  federal  tax laws,  a  published  ruling or similar  announcement
          issued by the  Internal  Revenue  Service,  the  issuance  of Treasury
          Regulations, a decision by a court of competent jurisdiction involving
          a Participant or beneficiary of a deceased  Participant,  or a closing
          agreement  involving  a  Participant  or  beneficiary  of  a  deceased
          Participant  made under  Section 7121 of the Code,  has caused or will
          cause a  Participant  or  beneficiary  of a  deceased  Participant  to
          recognize  income for federal income tax purposes with respect to such
          amounts before they otherwise would be paid to him or her.

                  (b)  Subject to Section  4.06,  the only  persons who shall be
         entitled to payments  from this Trust  pursuant  to this  Section  4.04
         following a Change in Control shall be Participants  and  beneficiaries
         of  deceased  Participants  under the Plan as of the Change in Control,
         and  persons  who become  beneficiaries  of such  persons.  Following a
         Change  in  Control,  no  Participant  or  beneficiary  of  a  deceased
         Participant shall be entitled to receive  distributions from this Trust
         with  respect to any benefit  accrued  under the Plan  attributable  to
         contributions  after a Change in Control or to an election made after a
         Change in Control  to  lengthen  pay out  options  under the Plan.  The
         Trustee shall make distributions  pursuant to this Section 4.04 only as
         directed  by the  Recordkeeper  and  shall be  entitled  to rely on any
         certification  received from the Recordkeeper for purposes of complying
         with this Section 4.04(b).

                  (c)  Following  a Change in Control,  payments  from the Trust
         shall be adjusted  for the 12 month  period  commencing  each June 1 in
         accordance with the following:

                         (1)  Adjustments  to  payments  from the Trust shall be
                    made only in the event the Value of the Trust Fund as of the
                    last day of the  immediately  preceding  Trust Year was less
                    than an  amount  equal to the sum of (A) the  Value of Total
                    Accrued  Benefits  as of the  last  day  of the  immediately
                    preceding Trust Year, plus (B) the Retention Amount.

                                     Page 13
<PAGE>



                         (2)  If  an  adjustment   is  required,   all  payments
                    otherwise  payable from the Trust during the  applicable  12
                    month  period  shall be  reduced  to an amount  equal to the
                    payment which would otherwise have been made,  multiplied by
                    a fraction, the numerator of which is the Value of the Trust
                    Fund as of the last day of the  immediately  preceding Trust
                    Year, and the denominator of which is an amount equal to the
                    sum of (A) the  Value of Total  Accrued  Benefits  as of the
                    last day of the  immediately  preceding Trust Year, plus (B)
                    the Retention Amount.

                         (3) Any amount not paid to a Participant or beneficiary
                    of a deceased  Participant by reason of this Section 4.04(c)
                    shall be  considered  a  Deficiency  Amount and shall accrue
                    interest  from the date payment  would  otherwise  have been
                    made,  until paid, at the interest  crediting  rate provided
                    for in Exhibit "C".

                         (4)  Deficiency  Amounts shall be paid to  Participants
                    and  beneficiaries  of  deceased  Participants  as  soon  as
                    practicable following any Trust Year when, and to the extent
                    that, the Value of the Trust Fund as of the last day of such
                    Trust  Year  exceeds  an amount  equal to the sum of (A) the
                    Value of Total  Accrued  Benefits as of the last day of such
                    Trust  Year,  plus  (B) the  Retention  Amount.  Payment  of
                    Deficiency  Amounts  shall be pro rata  based on the  unpaid
                    Deficiency Amounts as of the date of payment.

         Section  4.05.  Protection  of  Trustee.  The  Trustee  shall  be fully
protected in making or refraining  from making any payments in  accordance  with
the terms of this trust agreement.

         Section 4.06. Creditors of Employer.  The Trust Fund shall at all times
be  subject  to the  claims of the  Employer's  general  creditors  but shall be
utilized  to  satisfy  any  such  claims  only  in the  case  of the  Employer's
bankruptcy  or  insolvency.  The  Employer  shall be  considered  "bankrupt"  or
"insolvent"  if the  Employer  is either  unable to pay its debts when due or is
subject to a proceeding  under the Bankruptcy  Code, 11 U.S.C.  ss. 101, et seq.
The  Board  of  Directors  and  chief  executive  officer  of the  Employer  are
responsible  to give written notice to the Trustee and the  Recordkeeper  of the
Employer's  bankruptcy  or  insolvency  as soon  as  practicable  following  the
occurrence  of such  event.  Upon  receipt  of  such  notice  of the  Employer's
bankruptcy or insolvency,  or in the case of the Trustee's  receipt of a written
notice from a creditor of the Employer  alleging the  Employer's  bankruptcy  or
insolvency,   the  Trustee  shall  discontinue   payments  to  Participants  and
beneficiaries  of  deceased  Participants  and shall hold the Trust Fund for the

                                     Page 14
<PAGE>




benefit of the Employer's general  creditors.  The Trustee shall resume payments
to Participants  and  beneficiaries of deceased  Participants  only after it has
been  notified by the  Employer  (or has  received an  Expert's  Certificate  or
Opinion of Counsel stating) that the Employer is no longer bankrupt or insolvent
or pursuant  to an order of a court of  competent  jurisdiction.  If the Trustee
discontinues   payments   to   Participants   and   beneficiaries   of  deceased
Participants,  the first payment following such discontinuance shall include the
aggregate of all  payments  which would have been made to the  Participants  and
beneficiaries of deceased  Participants Together with interest calculated at the
interest crediting rate provided for in Exhibit "C" on the amount of the delayed
distributions).

         Section  4.07.   Compensation   and  Expenses.   The  Trustee  and  the
Recordkeeper  shall be entitled to receive  compensation for services  rendered.
Such  compensation  shall be the  usual and  customary  fees of the  Trustee  or
Recordkeeper in effect from time to time for similar services unless in the case
of the  Trustee,  an amount is agreed  upon in writing by the  Employer  and the
Trustee and in the case of the Recordkeeper,  the Employer and the Recordkeeper,
and shall, unless paid directly by the Employer,  be a lien against and paid out
of the assets of the Trust Fund; provided,  an individual serving as Trustee who
receives  compensation  from the Employer  for  full-time  employment  shall not
receive additional compensation from the Trust. The Recordkeeper and the Trustee
(whether or not the Trustee is a full-time  employee of the  Employer)  shall be
reimbursed for any reasonable expenses,  including reasonable counsel and Expert
fees,  incurred  by the  Recordkeeper  or the  Trustee  in  connection  with the
acceptance  or  administration  of the Trust Fund or Trust and the  exercise  or
performance  of any of their  respective  powers or duties  hereunder,  and such
expenses shall, unless paid directly by the Employer, be a lien against and paid
out of the assets of the Trust Fund.

         Section 4.08. Limitation of Administrative Duties. Nothing contained in
the Plan,  either  expressly  or by  implication,  shall be deemed to impose any
responsibilities, obligations or duties on the Trustee or the Recordkeeper other
than those set forth herein.  Without  limiting the generality of the foregoing,
the Trustee shall have no responsibility, obligation or duty with respect to any
action  required  by the Plan,  or this Trust to be taken by the  Employer,  the
Recordkeeper,  the  Insurance  Adviser,  the Real  Estate  Adviser  or any other
Expert,  any employee,  Participant,  beneficiary  or any other person,  and the
Recordkeeper  shall have no  responsibility,  obligation or duty with respect to
any action  required by the Plan or this Trust to be taken by the Employer,  the
Trustee, any employee, Participant, beneficiary or any other person.

         Section 4.09.  Accountings.  Within 15 days following the close of each
Trust Year, the Trustee shall file with the Employer and the  Recordkeeper,  and
with each  Participant  with respect to each Trust Year ending after a Change in
Control, a written statement and accounting setting forth:

               (a) A categorized  schedule of the assets and  liabilities of the
          Trust  Fund,  at cost and  current  value,  as of the end of the Trust
          Year; provided, that the Insurance Policies shall be valued at their


                                     Page 15
<PAGE>




         cash surrender value; and, provided further,  that real estate which is
         the  subject of a Real Estate  Lease shall be valued at its  Repurchase
         Obligation Amount and all other real estate shall be valued at zero;

               (b) A  categorized  schedule of the receipts,  disbursements  and
          other  transactions  for the Trust Year;  and


               (c) A  description  of all assets  purchased  and sold during the
          Trust Year.

Such  accountings  shall be in a form and format  usable in preparing and filing
returns and reports with the Internal  Revenue  Service and in  accordance  with
generally accepted  accounting  principles.  Upon receipt of written approval of
the accounting from the Employer (or upon the passage of 60 days without written
objections having been delivered to the Trustee) such accounting shall be deemed
to be  approved,  and the Trustee  shall be released  and  discharged  as to all
items, matters and things set forth in such accounting.

         Section 4.10. General Management Powers.  Subject to Section 4.03, with
respect to the Trust Fund the Trustee  shall have the following  powers,  rights
and duties in addition  to those  otherwise  vested in the Trustee  herein or by
law:

               (a) To sell, exchange, transfer and otherwise deal with the Trust
          Fund in such  manner,  for such  consideration  and on such  terms and
          conditions as the Trustee shall determine;

               (b) To retain in cash so much of the  Trust  Fund as the  Trustee
          shall  from  time to time  determine  and to  deposit  cash  with  any
          depositary;

               (c) To  register  any  securities  or other  property  held by it
          hereunder  in its own  name or in the  name  of its  nominees  with or
          without the addition of words indicating that such securities are held
          in a fiduciary  capacity,  and to hold any  securities in bearer form,
          but the books and records of the Trustee  shall at all times show that
          all such investments are part of the Trust Fund;

               (d) To pay all reasonable costs, charges and expenses incurred in
          the  administration  of the Trust Fund,  including fees for reasonable
          services  rendered to the Trustee by any person,  firm or  corporation
          other than the Employer,  and all taxes that may be levied or assessed
          under  existing  or future laws upon or in respect to the Trust or the
          Trust Fund or the income thereof;

                                     Page 16
<PAGE>




               (e) To employ suitable  agents  (including a Real Estate Adviser)
          and counsel who may be counsel for the Employer;

               (f) To credit and distribute the Trust Fund pursuant to the terms
          of the trust agreement;

               (g) To  compromise,  contest,  arbitrate  or  abandon  claims and
          demands, all in the Trustee's discretion;

               (h) To perform  any and all other acts  which,  in the  Trustee's
          judgment,  are  necessary or  appropriate  for the proper  management,
          investment and distribution of the Trust Fund;

                    (i) To retain any funds or  property  subject to any dispute
               (and without liability for the payment of interest) and to refuse
               to make payment or delivery thereof until final adjudication by a
               court of competent jurisdiction;

               (j) To begin,  maintain  or defend any  litigation  necessary  in
          connection with the administration of this Trust and the Trust Fund;

               (k) To make such deposits (including certificates of deposit) and
          open such number of bank accounts  (including interest and noninterest
          bearing accounts) in such bank(s) (including the Trustee, and any bank
          which is an agent of the Trustee or otherwise a fiduciary with respect
          to the  Plan  and  Trust)  in the  name  of the  Trustee,  and to make
          deposits  therein in order to facilitate  the payment of benefits,  as
          the  Trustee  shall  determine.  The  amounts  on deposit in each such
          account  shall  constitute  a part of the Trust Fund until paid out in
          accordance with the Plan;

               (l) To maintain accurate records and accounts of all investments,
          receipts,  disbursements and other  transactions of the Trust Fund and
          to open such  records and accounts to the  inspection  by the Employer
          and its duly authorized  representatives  during normal business hours
          of the  Trustee,  and to the  Participants  and their duly  authorized
          representatives  following a Change in Control, during normal business
          hours of the Trustee;

               (m) To adopt such rules and  regulations  for the  operation  and
          administration  of the  Trust as the  Trustee  shall  determine  to be
          necessary and  appropriate  and in keeping with the terms and purposes
          of the Trust;

               (n) To construe and  interpret  the terms and  provisions of this
          Trust,  and any such  construction or  interpretation  adopted in good
          faith shall be binding on the Employer, and any employees, dependents

                                     Page 17
<PAGE>



         and   beneficiaries,   and  their   successors,   assigns,   executors,
         administrators and/or legal representatives;

                  (o) To  withhold  any taxes with  respect to the  property  or
         income of the Trust Fund or to withhold any amounts  otherwise  payable
         from the Trust  Fund;  and to dispose of any  amounts  so  withheld  as
         determined by the Trustee;

                  (p) To hold the  Trust  Fund  assets  for the  benefit  of the
         creditors  of the  Employer  and to  deliver  assets  to  satisfy  such
         creditor's  claims as  directed  by a court of  competent  jurisdiction
         pursuant to Section 4.06; and

                  (q) To do any and all other acts and things necessary,  proper
         or advisable to effectuate the purposes of this Trust to the extent the
         same are permissible under applicable laws.


         Section 4.11.     Insurance Policies.

                  (a)  Prior  to  the  occurrence  of a  Change  in  Control  or
         Potential Change in Control, the Trustee, upon written direction of the
         Employer,  shall  pay from the Trust  Fund  such sums to any  Insurance
         Company as the Employer  may direct.  The  Employer  shall  prepare the
         application  for any Insurance  Policies to be applied for.  Subject to
         Section 3.02 and the provisions  hereinafter  set forth in this Section
         4.11,  the Employer,  prior to the occurrence of a Change in Control or
         Potential  Change  in  Control  may,  in its  sole  discretion,  retain
         complete and absolute  ownership of all or any portion of the Insurance
         Policies held in the Trust or may, in its discretion, cause the Trustee
         to retain  ownership  of all or any portion of the  Insurance  Policies
         held in the Trust.  The  Trustee  shall  receive and hold in the Trust,
         subject to the provisions  hereinafter  set forth in this Section 4.11,
         all Insurance Policies so obtained.

                  (b)  Prior to the  occurrence  of a  Change  in  Control  or a
         Potential Change in Control, the Trustee, irrespective of any ownership
         interest it may hold in any Insurance Policies held in the Trust, shall
         have no  discretion  (i) with  respect  to the  exercise  of any of the
         powers  enumerated  or implied  under this Section 4.11 or (ii) to take
         any other action  permitted by any Insurance  Policy held in the Trust,
         but  shall  exercise  such  powers or take  such  action  only upon the
         written direction of the Employer.  Prior to the occurrence of a Change
         in Control or a Potential Change in Control,  the Trustee shall have no
         duty to exercise  any of such powers or to take any such action  unless
         and until it shall have received such direction.

                                     Page 18
<PAGE>



                  (c)  Prior  to  the  occurrence  of a  Change  in  Control  or
         Potential  Change in Control,  the Employer  shall direct the Insurance
         Company to notify the Employer of all  premiums and other  payments due
         or to become  due,  the  respective  amounts  of any said  premiums  or
         amounts,  and the respective dates when such amounts are due, whereupon
         the  Employer  shall  verify the names of the  individual  Participants
         covered under such Insurance Policies;  thereafter,  the Trustee,  upon
         written  direction of the Employer,  shall  promptly pay from the Trust
         Fund as soon as practicable thereafter any premiums, assessments, dues,
         charges and interest, if any, with respect to any Insurance Policy held
         in the Trust Fund.  Prior to the occurrence of a Change in Control or a
         Potential  Change in Control,  the  Trustee  shall have no duty to make
         such payment unless and until it shall have received such direction.

                  (d) Upon the  occurrence of a Change in Control or a Potential
         Change in Control, the Trustee,  pursuant to the assignment  stipulated
         in  Section  3.02,  shall be the  complete  and  absolute  owner of the
         Insurance  Policies held in the Trust, shall have power without consent
         of any other  person,  to exercise  any and all the rights,  options or
         privileges  that belong to the absolute  owner of any Insurance  Policy
         held  in the  Trust  or that  are  granted  by the  terms  of any  such
         Insurance Policy or by the terms of this trust agreement.

                  (e) In the event of a sale,  assignment  or  surrender  of any
         Insurance  Policy held in the Trust Fund, or the receipt by the Trustee
         of any interest, dividend or other payments in respect of any Insurance
         Policy,  the Trustee  shall hold in the Trust Fund the  proceeds of any
         such sale,  assignment  or  surrender,  any and all  interest and other
         payments of any kind  received in respect of any  Insurance  Policy and
         shall invest such funds in accordance with Section 4.03.

                  (f) No Insurance  Company that may issue any Insurance  Policy
         shall be deemed to be a party to this trust  agreement for any purpose,
         or to be  responsible  in any  way  for  the  validity  of  this  trust
         agreement or have any liability  under this trust  agreement other than
         as  stated  in each  Insurance  Policy  that  it may  issue.  Upon  the
         occurrence of a Change in Control or a Potential Change in Control, any
         Insurance  Company  may deal  with  the  Trustee  as sole  owner of any
         Insurance  Policy  issued  by it and held in the  Trust  Fund,  without
         inquiry as to the  authority  of the Trustee to act, and may accept and
         rely upon written notice, instruction,  direction, certificate or other
         communication  from the Trustee  believed by it to be genuine and to be
         signed by an officer of the  Trustee and shall  incur no  liability  or
         responsibility  for so  doing.  Any  sums  paid  out  by any  Insurance
         Company,  under any of the terms of the Insurance Policies issued by it
         and held in the Trust Fund,  either to the Trustee,  or, in  accordance

                                     Page 19
<PAGE>




         with its  direction,  to any other person or persons the Trustee  shall
         designate  as  payces  shall be a full and  complete  discharge  of the
         liability to pay such sums,  and the  Insurance  Company  shall have no
         obligation to look to the disposition of any sums so paid. No Insurance
         Company  shall  be  required  to look  into  the  terms  of this  trust
         agreement,  to  question  any action of the  Trustee or to see that any
         action of the  Trustee  is  authorized  under  the terms of this  trust
         agreement.

                  (g) Anything contained in this trust agreement to the contrary
         notwithstanding,  neither the Employer nor the Trustee  shall be liable
         for the  refusal  of any  Insurance  Company  to  issue or  change  any
         Insurance Policy or Insurance  Policies or to take any action requested
         by the Trustee; nor for the form, genuineness, validity, sufficiency or
         effect of any Insurance Policy or Insurance  Policies held in the Trust
         Fund; nor for the act of any person or persons that may render any such
         Insurance  Policy or  Insurance  Policies  null and  void;  nor for the
         failure of any Insurance  Company to pay the proceeds and avails of any
         such Insurance Policy or Insurance  Policies as and when the same shall
         become payable.

                  (h) In the event any conflict occurs between the provisions of
         any Insurance  Policy and either this trust  agreement or the Plan, the
         provisions of the trust agreement or Plan shall govern and control,  as
         applicable.

         Section  4.12.  Liability  for  Breach  of  Fiduciary  Duty.  Except as
provided in Section  4.17(d),  the Trustee shall not be liable for any losses to
the  Trust  Fund  resulting  from  the  breach  of any of the  responsibilities,
obligations or duties imposed upon the Trustee herein or by applicable laws.

         Section 4.13.  Consultation and Indemnification.

                  (a) The Trustee and the Recordkeeper may consult with counsel,
         and neither the Trustee nor the Recordkeeper  shall be deemed imprudent
         by reason of taking or refraining  from taking any action in accordance
         with an Opinion of Counsel.

                  (b) The Employer  hereby  indemnifies the Trustee and holds it
         harmless from and against any and all liabilities, obligations, losses,
         damages,  penalties,  actions,  judgments,  claims,  demands, costs and
         expenses  of  any  kind  or  nature  whatsoever,   including,   without
         limitation,  attorney's fees and disbursements  (except those caused by
         the  Trustee's  gross  negligence  or willful  misconduct)  that may be
         imposed  on,  incurred  by or  asserted  against the Trustee in any way
         relating  to or  arising  out  of  or in  connection  with  this  trust
         agreement, the acceptance or administration by the Trustee of the Trust
         or the Trust Fund, the exercise or performance by the Trustee of any of

                                     Page 20
<PAGE>



         its powers or duties hereunder and any of the transactions contemplated
         by this trust agreement,  including (but not limited to)  distributions
         to Participants,  beneficiaries  of deceased  Participants and upon the
         termination of the Plan or Trust.

                  (c) The Employer hereby indemnifies the Recordkeeper and holds
         it  harmless  from and against  any and all  liabilities,  obligations,
         losses, damages, penalties,  actions, judgments, claims, demands, costs
         and  expenses  of any kind or  nature  whatsoever,  including,  without
         limitation,  attorney's fees and disbursements  (except those caused by
         the Recordkeeper's  gross negligence or willful misconduct) that may be
         imposed on, incurred by or asserted against the Recordkeeper in any way
         relating  to or  arising  out  of  or in  connection  with  this  trust
         agreement,  the exercise or performance by the  Recordkeeper  of any of
         its powers or duties hereunder and any of the transactions contemplated
         by this trust agreement.

                  (d) Neither the Trustee nor the Recordkeeper shall be required
         to give any bond or any other security for the faithful  performance of
         their respective duties under this trust agreement,  except as such may
         be required by any law which prohibits the waiver thereof.

                  (e) The Employer shall assume, at its own expense, the defense
         of any  action  commenced  against  the  Trustee  or  the  Recordkeeper
         asserting any claim which would be covered by the indemnities set forth
         in this Section 4.13. The Trustee and the Recordkeeper  shall each have
         the right to employ its own counsel in any such action to which it is a
         party,  and the  reasonable  fees and expenses of such counsel shall be
         borne by the Employer.

                  (f) The Employer's  obligations  under this Section 4.13 shall
         survive the  termination of this trust agreement and the resignation or
         removal of any Trustee.

         Section  4.14.   Resignation  and  Removal.   The  Trustee  and/or  the
Recordkeeper  shall  resign  or  be  removed  and  a  successor  Trustee  and/or
Recordkeeper appointed according to the following procedures:

                  (a) The  Trustee  may be removed by the  Employer  at any time
         prior to a Change in Control,  with or without  cause,  and following a
         Change in  Control,  with or  without  cause but only with the  written
         consent of the Majority Participants,  upon the giving of not less than
         31 days prior written notice. The Trustee may resign upon the giving of
         not less than 31 days  prior  written  notice to the  Employer  and all
         Participants and beneficiaries of deceased Participants. No resignation

                                     Page 21
<PAGE>




         or removal of the Trustee  pursuant to this  Section  4.14 shall become
         effective until the acceptance of appointment by the successor Trustee.

                  (b) Prior to a Change in  Control  the  Employer  shall fill a
         vacancy in the office of  Trustee as soon as  practicable  by a written
         instrument  filed with the  person(s)  appointed  to fill the  vacancy,
         which person(s) must be a financial  institution that is independent of
         the  Employer,   and  a  copy  to  the  predecessor   Trustee  and  the
         Recordkeeper.  Following a Change in  Control,  the  Employer  shall be
         entitled to fill a vacancy in the office of Trustee,  but only with the
         consent and  approval of the Majority  Participants,  as evidenced in a
         written  instrument  filed  with the  person(s)  appointed  to fill the
         vacancy  which  person(s)  must  be a  financial  institution  that  is
         independent  of the  Employer.  If the vacancy in the office of Trustee
         has not been filled within 20 days following the Trustee's  resignation
         or  removal,  the  Trustee  shall have the right to petition a court of
         competent jurisdiction to appoint a successor Trustee.

                  (c) The  appointment of a successor  Trustee shall take effect
         upon delivery to the Trustee of a written appointment of such successor
         Trustee, duly executed by the Employer, the Majority  Participants,  or
         the predecessor Trustee as the case may be, and a written acceptance by
         such successor Trustee,  duly executed thereby.  Except as described in
         the preceding sentence,  a successor Trustee shall succeed to the title
         to the assets in the Trust Fund  without  the  signing or filing of any
         document  and the  rights and  obligations  of the  Trustee  under each
         Insurance  Policy or Letter of Credit  shall  automatically  become the
         rights and obligations of the successor Trustee,  and the Trustee shall
         have no further rights, duties, obligations or liabilities with respect
         to any Insurance  Policy,  Letter of Credit or Real Estate  Lease.  The
         resigning or removed  Trustee  shall  execute all  documents and do all
         acts reasonably necessary to vest such title of record in the successor
         Trustee.  A successor Trustee shall have all of the powers conferred by
         this trust agreement as if originally named Trustee.

                  (d) Within 60 days after  transfer  of the assets in the Trust
         Fund,  the resigning or removed  Trustee shall render to the Employer a
         statement and  accounting in the form and manner  prescribed by Section
         4.09.  Unless the Employer shall,  within 60 days after receipt of such
         accounting,   object  in  writing  delivered  to  such  Trustee,   such
         accounting shall be deemed approved,  and the Trustee shall be released
         and  discharged  as to all items,  matters and things set forth in such
         accounting.

                  (e) A successor Trustee shall not be liable or responsible for
         any acts or defaults of a predecessor Trustee or co-Trustee, or for any
         losses or expenses  resulting  from or  occasioned  by anything done or

                                     Page 22
<PAGE>




         neglected to be done in the  administration  of the Trust Fund or Trust
         prior to its  appointment  as  Trustee,  nor  shall it be  required  to
         inquire  into or take notice of the prior  administration  of the Trust
         Fund or Trust.

                  (f) The  Recordkeeper  may be removed by the  Employer  at any
         time prior to a Change in Control, with or without cause, and following
         a Change in  Control,  with or without  cause but only with the written
         consent of the Majority Participants,  upon the giving of not less than
         31 days prior written notice to the Recordkeeper.  The Recordkeeper may
         resign on the giving of not less than 31 days prior  written  notice to
         the Trustee,  the Employer and all  Participants  and  beneficiaries of
         deceased  Participants.  No resignation or removal of the  Recordkeeper
         pursuant  to  this  Section  4.14  shall  become  effective  until  the
         acceptance of appointment by the successor Recordkeeper.

                  (g) Prior to a Change in Control,  the  Employer  shall fill a
         vacancy  in the  office of  Recordkeeper  as soon as  practicable  by a
         written  instrument  filed  with the  person(s)  appointed  to fill the
         vacancy, which person(s) must be independent from the Employer and must
         be a certified  consulting  actuary or firm of  actuaries  or certified
         public accountant or firm of certified public  accountants,  and a copy
         to the predecessor Recordkeeper and the Trustee.  Following a Change in
         Control, the Employer shall be entitled to fill a vacancy in the office
         of Recordkeeper, but only with the consent and approval of the Majority
         Participants,  as  evidenced  in a written  instrument  filed  with the
         person(s)  appointed  to fill  the  vacancy,  which  person(s)  must be
         independent  from  the  Employer  and  must be a  certified  consulting
         actuary or firm of actuaries or certified public  accountant or firm of
         certified  public  accountants.   If  the  vacancy  in  the  office  of
         Recordkeeper   has  not  been  filled  within  20  days  following  the
         Recordkeeper's resignation or removal, the Trustee shall have the right
         to appoint a successor  Recordkeeper.  The  appointment  of a successor
         Recordkeeper shall take effect upon delivery to the Recordkeeper,  with
         a copy to the Trustee,  Employer and all Participants and beneficiaries
         of deceased  Participants,  of a written  appointment of such successor
         Recordkeeper,  duly executed by the Employer, the Majority Participants
         or the Trustee,  as the case may be, and a written  acceptance  by such
         successor  Recordkeeper,  duly executed thereby. As soon as practicable
         after the Recordkeeper has resigned or has been removed  hereunder,  it
         shall  deliver to the  successor  Recordkeeper  all  reports,  records,
         documents and other written information in its possession regarding the
         Elan,  the Trust  Fund and the  Participants,  and  thereupon  shall be
         entitled to all unpaid fees,  compensation and  reimbursements to which
         it  is  entitled  under  this  Trust  and  shall  be  relieved  of  all
         responsibilities and duties under this Trust.

                                     Page 23
<PAGE>




                  (h) If the Trustee  consolidates,  merges or converts into, or
         transfers  all or  substantially  all its trust  business  or assets to
         another corporation, the resulting, surviving or transferee corporation
         without any further act shall be the successor Trustee.

         Section 4.15. Duties of the Recordkeeper.  Within 10 days following the
close of each Trust Year  ending  after a Change in  Control,  the  Recordkeeper
shall file with the Employer and the Trustee a written  statement  setting forth
for each Participant and beneficiary of a deceased  Participant his or her Value
of Accrued  Benefits  and  account  balance(s)  as of the last day of such Trust
Year.  In the event the  Employer  fails to provide  the  Recordkeeper  with the
information necessary to prepare such written statement,  the Recordkeeper shall
file the  written  statement  based on a good  faith  estimate  of the  Value of
Accrued Benefits and account  balance(s).  In addition,  the Recordkeeper  shall
maintain or cause to be maintained all the Participant  records required by this
Trust and shall  perform  such other  duties and  responsibilities  necessary or
advisable  to  achieve  the  objectives  of this  Trust.  Following  a Change in
Control,  the  Recordkeeper  shall  prepare  and  distribute  to  the  Employer,
Participants and beneficiaries of deceased Participants,  Participant statements
which shall include income tax  information,  if that information is supplied to
the Recordkeeper by the Employer,  or its delegate,  with respect to payments to
Participants and beneficiaries of deceased  Participants.  In the event that the
Employer  refuses or neglects to provide  updated  Participant  information,  as
contemplated  herein,  the  Recordkeeper  shall be  entitled to rely on the most
recent information furnished to it by the Employer.  The Recordkeeper shall have
no  responsibility  to  verify  information  provided  to  it by  the  Employer;
provided, however, no information provided by the Employer following a Change in
Control  shall reduce any benefit to which a  Participant  or  beneficiary  of a
deceased  Participant was entitled under the Plan or this Trust as of the Change
in Control.

         Section 4.16.  Determinations by the Trustee;  Notices.  Within 21 days
following  receipt by the  Trustee of written  notice  from any  Participant  or
beneficiary  of a deceased  Participant  that such  Participant  or  beneficiary
believes a Potential Change in Control or Change in Control has taken place, the
Trustee  shall  determine if a Potential  Change in Control or Change in Control
has in fact  occurred,  in  accordance  with  the  procedures  set  forth in the
definitions of such terms.  Within 5 days of making the foregoing  determination
the Trustee  shall give written  notice of its  determination  to the  Employer,
Recordkeeper and all Participants  and  beneficiaries of deceased  Participants,
which notice shall attach a complete copy of any Opinion of Counsel  rendered to
the Trustee with regard to the  foregoing,  a complete copy of the notice to the
Trustee  alleging  that a  Potential  Change in Control or Change in Control has
occurred as well as all materials in the  possession of the Trustee which relate
to the foregoing determinations.

         Section 4.17.     Rights of Trustee.

                  (a)      The  Trustee  may rely on any  document  believed  by
         it to be genuine and to have been signed or presented by the proper
         person.

                                     Page 24
<PAGE>




                  (b) Before the Trustee acts or refrains  from  acting,  and in
         making  any  determination  with  respect  to a Change  in  Control,  a
         Potential  Change in Control,  the Value of the Trust Fund or any other
         determination  hereunder  (including but not limiting to determinations
         of the validity of consents of the Majority Participants),  the Trustee
         may  require  and rely on an  Expert's  Certificate  or an  Opinion  of
         Counsel or both  covering  such  matters as the Trustee may  reasonably
         require  The  Trustee  shall not be liable  for any  action it takes or
         omits to take in good faith in reliance on the Expert's  Certificate or
         Opinion of Counsel or with the consent of the Majority Participants.

                  (c) The Trustee  may act through  agents and Experts and shall
         not be  responsible  for the  misconduct  or negligence of any agent or
         Expert  appointed and retained with due care or with the consent of the
         Employer or the Majority Participants.

                  (d) The Trustee shall not be liable for any action it takes or
         omits to take in good  faith  which it  believes  to be  authorized  or
         within its rights or powers,  provided that the Trustee's  conduct does
         not  constitute  gross  negligence or willful  misconduct.  The Trustee
         shall be  liable  for any  action  it takes or omits to take and  which
         constitutes gross negligence or willful misconduct.

                  (e) No provision  of this trust  agreement  shall  require the
         Trustee  to  expend  or risk  its own  funds  or  otherwise  incur  any
         financial  liability in the performance of any of its duties hereunder,
         or in the  exercise  of any of its rights or  powers,  if it shall have
         reasonable  grounds  for  believing  that  repayment  of such  funds or
         adequate  indemnity  against such risk or  liability is not  reasonably
         assured to it.

         Section 4.18. Priority of Distribution and Liquidation of Trust Assets.
Whenever  Trust  assets are  required to be  distributed  pursuant to this trust
agreement,  the Trustee shall pay such  distributions with cash on hand, if any.
To the  extent  cash  on  hand  (not  including  the  Retention  Amount)  is not
sufficient  to pay  such  distributions,  the  Trustee  shall  in the  following
priority:  (a)  liquidate  investments  described  in  Section  4.03  other than
paragraph (e) thereof, (b) draw on any Letter of Credit held by the Trust to the
extent  necessary to pay the required  distribution,  (c) liquidate  real estate
assets  and/or  Real  Estate  Leases  held by the  Trust and (d)  liquidate  any
Insurance Policies held by the Trust.


                                     Page 25
<PAGE>



                                    ARTICLE V

                        GENERAL ADMINISTRATIVE PROVISIONS

         Section 5.01.  Exchange of Information by the Employer and the Trustee.
The  Trustee  shall  furnish  to  or on  the  order  of  the  Employer  whatever
information  relating to the Trust Fund is necessary for the  performance by the
Employer of its functions  with respect to the Plan or this Trust.  The Employer
shall furnish to or on the order of the Trustee whatever information relating to
the Trust Fund and  Participants and  beneficiaries of deceased  Participants is
necessary for the  performance  by the Trustee of its functions  hereunder.  The
Employer and Trustee may each rely and act upon information so furnished without
further inquiry.

         Section 5.02. Information to the Recordkeeper and Trustee. The Employer
shall  provide  the  Recordkeeper  with a  certified  copy of the  Plan  and all
amendments  thereto,  and the  resolutions  or  other  actions  of the  Employer
approving the Plan and all amendments thereto,  promptly upon their adoption and
all information  necessary to determine the benefits  payable to or with respect
to each  Participant,  including any benefits  payable after each  Participant's
death and the  recipient of the same.  The Employer  shall  regularly,  at least
annually,  or  promptly  on the  request of the  Recordkeeper,  furnish  revised
updated  information to the Recordkeeper.  In addition,  promptly after the last
day of each calendar year quarter the Employer  agrees to notify the Trustee and
Recordkeeper as to those persons who are then  Participants or  beneficiaries of
deceased  Participants,  which notice shall specify the name, address and social
security  number of such  persons.  The Trustee shall be entitled to rely on the
latest available  written notice from the Employer  regarding such  information.
The Employer  shall be responsible  for keeping  accurate books and records with
respect to the employees of the Employer,  their  compensation  and their rights
and interests in the Trust Fund and under the Plan.

         Section 5.03. Mistake of Fact. Any misstatement or any other mistake of
fact in any certificate,  notice or other document filed with the Employer,  the
Recordkeeper  or the Trustee shall be corrected when it becomes known and proper
adjustment shall be made by reason thereof; provided, however, the Trustee shall
offset  any  overpayment  to  any  Participant  or  beneficiary  of  a  deceased
Participant against future payments to such Participant or beneficiary but shall
have no obligation to seek reimbursement from any Participant,  beneficiary of a
deceased  Participant or other person to whom the Trustee has disbursed  amounts
from the Trust Fund pursuant to any such certificate, notice or other document.

         Section  5.04.  Taxes.  The Employer may from time to time pay taxes of
any and all kinds  whatsoever  which at any time are levied or assessed  upon or
become  payable in  respect  of the Trust  Fund,  the  income  therefrom  or any
property forming a part thereof, or any purchase,  sale,  collateral security or
other  transaction  pertaining  thereto.  To the extent that any taxes levied or

                                     Page 26
<PAGE>




assessed  upon  the  Trust  Fund or in  respect  of  such  income,  property  or
transaction  are not paid by the Employer,  the Trustee shall pay such taxes out
of the Trust Fund and the Employer  shall  reimburse the Trustee for any amounts
so paid. The Trustee shall, at the Employer's  expense,  contest the validity of
such taxes in any manner deemed appropriate by the Employer or its counsel,  but
only  if  the  Trustee  has  received  an  indemnity   bond  or  other  security
satisfactory  to it to pay all of its fees and  expenses  with  respect  to such
contest;  provided,  however, the Trustee shall have no obligation to contest if
it  receives  an Opinion of  Counsel to the effect  that there is no  reasonable
basis in law or fact for such  contest.  Alternatively,  the Employer may itself
contest the validity of any such taxes.

         Section  5.05.  Investment  Company  Act.   Notwithstanding  any  other
provision of this trust  agreement,  the Employer and the Trustee  agree that in
the event the Trust may be deemed to be an "investment company" as defined under
the Investment  Company Act of 1940, as amended (the "Investment  Company Act"),
they shall use their best  efforts to take such action as shall be  necessary so
that either (i) the Trust will qualify for an exemption  from the  provisions of
the  Investment  Company  Act or (ii) the Trust will not be deemed to be such an
investment company.


                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

         Section  6.01.  Right to Amend.  Prior to the time when the Trust shall
become  irrevocable  as provided in Section  6.02,  this trust  agreement may be
amended by an instrument in writing, duly executed by the Employer and delivered
to the Trustee, which instrument shall certify to the Trustee that the Trust has
not become  irrevocable.  When the Trust shall become irrevocable as provided in
Section 6.02,  this trust  agreement  may not  thereafter be amended in whole or
part  by  the  Employer;  provided,  however,  that  this  trust  agreement  may
nonetheless  be  amended by an  instrument  in  writing,  duly  executed  by the
Employer, and delivered to the Trustee and all Participants and beneficiaries of
deceased  Participants only (a) with the express written consent of the Majority
Participants  on the  date of such  amendment,  (b) as  necessary  to  obtain  a
favorable  ruling from the  Internal  Revenue  Service  with  respect to the tax
consequences of the  establishment or settlement of the Trust as a grantor trust
within the meaning of Section  671 of the Code,  (c) as  necessary  to obtain an
Opinion of Counsel that the Plan is an unfunded plan of deferred compensation or
(d) as necessary to prevent the Trust from being deemed an "investment  company"
as  defined  under  the  Investment  Company  Act or to  ensure  that the  Trust
qualifies for an exemption from the provisions of such act.  Provided,  that the
duties, powers and liabilities of the Trustee shall not be increased without the
Trustee's written consent,  and,  provided further,  that the amount or time for
payment of any benefit hereunder to any Participant or beneficiary of a deceased
Participant may not be reduced or adversely affected without the written consent
of the affected Participant or beneficiary.


                                     Page 27
<PAGE>




         Section 6.02.  Termination of Trust and Reversion of Assets.  Following
the  occurrence  of a Change in  Control or  Potential  Change in  Control,  and
regardless of whether or not such Potential  Change in Control shall exist as of
a later date of determination, the Trust shall be irrevocable; provided that the
Trust  shall  nonetheless  terminate  upon the earlier of (a) the payment of all
amounts due Participants and  beneficiaries of deceased  Participants  under the
Plan,  as determined  by the  Recordkeeper,  and (b) the later of (i) January 1,
2025,  and (ii) the date  which  is 21  years  following  the  death of the last
surviving individual eligible to be a Participant listed on Exhibit "F" attached
hereto and by this reference  made a part hereof.  At any time prior to a Change
in  Control  or  Potential  Change in  Control  the Trust may be  revoked by the
Employer by an instrument in writing delivered to the Trustee and accompanied by
an Opinion of Counsel  stating  that the Trust is  revocable  and that neither a
Change in Control nor a Potential Change in Control has occurred.  The foregoing
to the contrary notwithstanding, if the Trustee has received notice, pursuant to
Section 3.05 or Section  4.16,  that a Change in Control or Potential  Change in
Control may have  occurred,  the Trust may not be revoked  until the Trustee has
determined  that a Change in Control  or  Potential  Change in  Control  has not
occurred.  Upon  revocation  of the Trust,  any and all assets  remaining in the
Trust Fund after payment of the Trustee's and  Recordkeeper's  compensation  and
other expenses of the Trust,  shall revert to the Employer and the Trustee shall
promptly transfer any such assets to the Employer. Upon termination of the Trust
other than by revocation, the Trustee shall pay all amounts due Participants and
beneficiaries  of deceased  Participants  under the Plan,  as  determined by the
Recordkeeper,  and any and all assets  remaining in the Trust Fund after payment
of the  Trustee's  and  Recordkeeper's  compensation  and other  expenses of the
Trust,  shall revert to the Employer and the Trustee shall promptly transfer any
such assets to the Employer.  Upon  termination of the Trust for whatever reason
the Trustee shall prepare and file a final  statement  and  accounting  with the
Employer  and all  necessary  returns,  statements,  forms and reports as may be
required  of the  Trustee  by law.  Upon  receipt  of  written  approval  of the
accounting  from the Employer  (or upon the passage of 60 days  without  written
objections having been delivered to the Trustee) such accounting shall be deemed
approved,  and the Trustee  shall be released  and  discharged  as to all items,
matters and things set forth in such accounting.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS


         Section 7.01.  Entire Agreement.  This trust agreement  constitutes the
entire  understanding and agreement between the parties and supersedes all prior
agreements,  representations  and understandings  relating to the subject matter
hereof.

         Section 7.02.  Successors.  This trust  agreement shall be binding upon
all persons  entitled to benefits under the Plan and their  respective heirs and
personal  representatives,  upon the Employer,  its successors and assigns,  and
upon the Trustee and its successors.

                                     Page 28
<PAGE>



     Section  7.03.  Headings.  The headings  used in this trust  agreement  are
inserted for reference  purposes only and shall not be deemed to limit or affect
in any way the meaning or  interpretation  of any of the terms or  provisions of
this trust agreement.

     Section 7.04.  Controlling Law. Except to the extent superseded by the laws
of the United States of America,  the laws of the State of Idaho (other than the
choice of law  principles  thereof)  shall  govern all  questions  arising  with
respect to this trust  agreement  and the  interpretation  and  validity  of its
provisions.

     Section 7.05.  Third-Party  Inquiries.  No person  dealing with the Trustee
shall  be  obliged  to see to the  application  of any  money  paid or  property
delivered to the Trustee, or as to whether or not the Trustee has acted pursuant
to any authorization required or set forth in this trust agreement.

     Section  7.06.  Courts;  Arbitration.  The  Employer  agrees  that  by  the
establishment   of  this  Trust  it  hereby  foregoes  any  judicial  review  of
certification  by the  Recordkeeper  as to the  benefit  payable  to any  person
hereunder.  If a dispute arises as to the amounts or timing of any such benefits
or the  persons  entitled  thereto  under the Plan or this Trust,  the  Employer
agrees that such dispute  shall be resolved by binding  arbitration  proceedings
initiated in accordance with the rules of the American  Arbitration  Association
and that the  results  of such  proceeds  shall be  conclusive  and shall not be
subject to judicial review. It is expressly understood and agreed that pending a
resolution of any such dispute,  payment of benefits shall be made and continued
by the Trustee in accordance with the certification by the Recordkeeper and that
the Trustee and the  Recordkeeper  shall have no liability  with respect to such
payments. The Employer agrees to pay the entire cost of any arbitration or legal
proceeding,  including the legal fees of the Trustee,  the  Recordkeeper and the
Participant  or the  beneficiary of any deceased  Participant  regardless of the
outcome of any such proceeding or the party which initiated any such proceeding,
and until so paid the expenses thereof shall be a charge on and lien against the
Trust Fund.  The Employer  agrees to pay the  foregoing  costs as such costs are
incurred,  but not more  frequently  than on a monthly  basis.  Nothing  in this
Section shall be construed to in any way limit any right or remedy a Participant
or beneficiary may have under the Plan.

     Section 7.07. Addresses For Communications. All communications, directions,
notices and requests  required or permitted  to be given  hereunder  shall be in
writing and shall be given to the following:

         If to Employer, to:       Albertson's, Inc.
                                   250 Parkcenter Blvd.
                                   Boise, Idaho 83726
                                   Attention: Corporate Secretary


                                     Page 29
<PAGE>



         If to Trustee, to:        IBJ Whitehall Bank & Trust Company
                                   One State Street
                                   New York, New York 10004
                                   Attention: Nicholas J. Cascio

                                   and

                                   Hughes, Hubbard and Reed
                                   One Battery Park Plaza
                                   New York, New York 10004-1482
                                   Attention: Gilson Gray, Esq.

         If to Recordkeeper, to:   Management Compenstion Group, Northwest LLC
                                   205 SE Spokane Street
                                   Portland, Oregon 97202
                                   Attention: David J. Taylor (or his successor
                                              regarding Albertson's, Inc.)

If to a Participant or beneficiary of a deceased participant,  to the last known
address  of the  Participant  or  beneficiary  on the books and  records  of the
Employer, the Trustee or the Recordkeeper;  provided, however, the Trustee shall
be entitled to rely on the latest  available  written  notice from the  Employer
regarding the names and addresses of such persons.

Either the  Employer,  the  Recordkeeper  or the Trustee shall have the right to
specify  in  writing  in the manner  above  provided,  another  address to which
subsequent communications,  directions, notices and requests to such party shall
be given. Any communications,  directions,  notices and requests given hereunder
shall be deemed to have been  given as of the date  received  in  writing by the
party to whom given.

     Section 7.08. Waiver of Notice. Any notice required by this trust agreement
may be waived by the person entitled thereto.

     Section 7.09.  Accounting  Period.  The annual  accounting  period for this
Trust shall be the Trust Year.

     Section 7.10.  Interest in the Trust Fund. No employee of the Employer,  no
dependent  or personal  representative  of an employee of the Employer or person
claiming  through such an employee and no beneficiary  under the Plan shall have
any  right,  title or  interest  in the Trust or Trust Fund at any time prior to
satisfaction  of all conditions to a right to payment to such  beneficiary  from
the Trust  pursuant  to the terms of the Plan and Trust.  No  benefit,  right or
interest,  if any  exists,  is  transferable  or  assignable  by  any  employee,
dependent or  beneficiary  and any attempt to effect a transfer or assignment is
void. No portion of the Trust Fund shall be subject to attachment,  garnishment,
levy of execution, bankruptcy proceedings or other legal process of any creditor
of any of the Participants or beneficiaries. Notwithstanding any other provision
of this Trust to the contrary,  the Trust Fund shall at all times remain subject
to claims of creditors of the Employer in the event the Employer is  adjudicated
to be bankrupt or insolvent as provided herein.

     Section  7.11.  Counterparts.  This trust  agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which shall together constitute only one agreement.

     IN WITNESS WHEREOF,  the parties hereto have caused this trust agreement to
be executed the day and year first above written.
                              EMPLOYER:
                              ALBERTSON'S, INC.

                              /s/  Thomas R. Saldin
                              By:  Thomas R. Saldin
                              Its: Executive Vice President and
                                   General Counsel

                              TRUSTEE:
                              IBJ WHITEHALL BANK & TRUST COMPANY


                              /s/  Nicholas J. Cascio
                              By:  Nicholas J. Cascio
                              Its: Vice President


                              RECORDKEEPER:
                              MANAGEMENT COMPENSATION GROUP, NORTHWEST, LLC


                              /s/  David J. Taylor
                              By:  David J. Taylor
                              Its: Vice President, Account Executive



                                     Page 30
<PAGE>


                                   EXHIBIT "A"

                      FORM OF IRREVOCABLE LETTER OF CREDIT

                                                              [Date of Issuance]
IBJ Whitehall Bank & Trust Company, as Trustee
[Address]

Attention:  [                 ]

Dear Ladies and Gentlemen:

         At the  request and for the account of  Albertson's,  Inc.,  a Delaware
corporation ("Albertson' s"), we hereby establish in your favor (and in favor of
your  successors,  the  terms  "you"  and  "yours"  referring  to  you  and  any
successor),  as Trustee under the Albertson's,  Inc. 2000 Deferred  Compensation
Trust  established   pursuant  to  the  trust  agreement  between   Albertson's,
Management  Compensation  Group,  Northwest,  LLC, a Delaware limited  liability
company,  and  IBJ  Whitehall  Bank &  Trust  Company,  dated  [ ]  (the  "Trust
Agreement"),  this Irrevocable Letter of Credit No. [ ] in the amount of U.S. $[
] (the "Maximum  Amount").  This Letter of Credit is effective  immediately  and
shall  expire at the close of banking  business  at our office at  [address]  on
[expiration  date] unless  terminated  earlier,  or extended,  in either case in
accordance with the provisions  hereof. The amount of this Letter of Credit will
be reduced from time to time as hereinafter provided.

         Funds under this Letter of Credit are  available  to you, in  multiple,
partial drawings or as a single lump sum drawing hereunder,  against delivery to
us of the  following  documents  presented  (which  presentation  may be made by
facsimile transmission) on a Business Day (as hereinafter defined) at our letter
of credit department at [insert address] or at [insert  telecopier  number],  to
the specific  attention of [ ] or at any other office or telecopier number which
may be designated by us by written notice delivered to you:

         1. A sight draft in the form of Annex I hereto, appropriately completed
and drawn on us bearing the number of this Letter of Credit and in an amount not
in excess of the Maximum Amount,  less the amount of any sight draft  previously
presented under this Letter of Credit.

         2. Your signed certificate in the form of Annex II, appropriately
completed.

         3. A copy of this Letter of Credit.

         For purposes of this Letter of Credit,  the term  "Business  Day" shall
mean a day on which our letter of credit department specified above as the place
for presentation of documents hereunder is open for business.

                                     Page 31
<PAGE>



         This Letter of Credit shall be payable at sight on first demand without
prior  notice  being given to  Albertson's  by either you or us.  Payment of any
sight draft shall be made in immediately  available funds at or before the close
of business on the Business Day next following the day of your  presentation  of
documents,  if such presentation is made prior to 2:00 p.m., New York City time,
on any Business Day.

         The amount available under this Letter of Credit shall be automatically
reduced by the amount of each draft  paid  hereunder  (effective  on the date of
payment of such draft).

         Upon the earlier to occur of any one of the following  events:  (i) the
surrender to us by you of this Letter of Credit for  cancellation,  and (ii) the
expiration date stated in the initial  paragraph  hereof,  this Letter of Credit
shall automatically expire.

         Communications with respect to this Letter of Credit shall be addressed
to us at  [address],  specifically  referring  to the  number of this  Letter of
Credit.

         We hereby agree that drafts drawn and presented in compliance with this
Letter of Credit will be paid in accordance with the terms hereof.

         It  is  a  condition   of  this  Letter  of  Credit  that  it  will  be
automatically  extended  for periods of one year from the then  relevant  expiry
date, unless sixty (60) days prior to that relevant expiry date we notify you by
registered  mail,  return  receipt  requested,  that we elect not to extend this
Letter of Credit for any additional period.

         We hereby  agree that all  notices  to you under this  Letter of Credit
will be sent to you by registered mail, return receipt requested, at the address
noted  above,  or such other  address as from time to time  specified  by you in
writing.

         To the extent not  inconsistent  with the express  terms  hereof,  this
Letter of Credit shall be governed by, and  construed in  accordance  with,  the
terms of the  Uniform  Customs  and  Practices  for  Documentary  Credits  (1983
Revision)  International  Chamber of Commerce,  Publication No. 400 (the "UCP").
This Letter of Credit  shall be deemed to be issued  under the laws of the State
of [State]  (including the Uniform  Commercial Code as in effect in said State),
and as to matters not governed by the UCP,  shall be governed by, and  construed
in accordance with, the laws of the State of [State].

                                             Very truly yours,
                                             [Name of Bank]



                                             By:
                                                Vice President


                                     Page 32
<PAGE>



                                     ANNEX I

                                   SIGHT DRAFT

                                                                          [Date]


         For Value Received,  pay on demand (by wire transfer in same day funds)
to Account No. [insert number of account to which payment is to be made and name
and address of bank] [ ] United States Dollars ($[ ]).


         Charge to Account of (name of account party] Irrevocable Letter of
Credit No. [          ]

To:      [Name of Bank]
         [Address]
         Attention:        [                     ],
                           Letter of Credit Operations


                                             [Name  of  beneficiary  under
                                             above-captioned   Letter  of
                                             Credit]


                                       By:
                                          Title:    [Vice    President,
                                          Assistant    Vice President, Senior
                                          Trust Officer or Trust Officer]


                                     Page 33
<PAGE>


                                    ANNEX II

                                   CERTIFICATE


     The undersigned  hereby certifies to [ ], with reference to the Irrevocable
Letter of Credit No. [ ] (the "Letter of Credit") in favor of IBJ Whitehall Bank
& Trust Company, as trustee (the "Trustee"),  as follows  (capitalized terms not
otherwise  defined in this Certificate shall have the meanings given them in the
Letter of Credit):

     1. The person  signing this  Certificate on behalf of the Trustee is a duly
authorized  representative or Attorney-in-Fact or an officer of the Trustee duly
authorized to execute this Certificate.

     2. The amount of the sight draft presented with this  Certificate  does not
exceed the Maximu Amount and is authorized by the Trust
Agreement.

                                   IBJ Whitehall Bank & Trust Company as Trustee


                                   By:
                                      ------------------------------------------
                                      Authorized Representative Officer, or
                                      Attorney-in-Fact


                                     Page 34
<PAGE>


                                   EXHIBIT "B"

                               REAL ESTATE LEASES



                                      NONE


                                     Page 35
<PAGE>


                                   EXHIBIT "C"

                              ACTUARIAL ASSUMPTIONS

         The  calculation  of the Value of Accrued  Benefits of a Participant or
beneficiary of a deceased Participant under the Plan shall be performed based on
the Investment Option selected by the Participant as a measurement mechanism for
the Rate of Return.

A.       Moody's Investment Option

         1.       Interest Crediting Rate:

                  For Participants who have selected Moody's as their Investment
         Option for all or a portion of their balance,  the value of the Accrued
         Benefits shall be performed using the Participant's appropriate Account
         Balance under the Plan as of the date of calculation,  increased at the
         interest crediting rate compounded annually to his assumed payment date
         (based on his assumed benefit  commencement date and the benefit option
         elected),  decreased  at the discount  rate  compounded  annually,  and
         subject to the following:

           (a) During  Employment  with the Employer.  The interest rate used to
               credit  a  Participant's   account  balance  for  the  period  of
               employment with the Employer beginning on the date of calculation
               and ending on the Participant's assumed payment date shall be the
               annual  "corporate  bond yield  average" with respect to "average
               corporations"   as  determined   from  the  Moody's  Bond  Record
               published  by  Moody's  Investors  Service,  Inc.  closest to the
               calculation date ("Moody's"), plus 3 percent. Notwithstanding the
               foregoing, the interest crediting rate used to credit the account
               balance of a  Participant  who has  separated  from  service  and
               according  to the  provisions  of the  Plan is not  eligible  for
               Moody's,  plus 3  percent,  shall  be  Moody's,  without  further
               adjustment.


           (b) During Periods not Employed with the Employer.  The interest rate
               used to credit a Participant's  account balance for the period of
               non-employment  with  the  Employer  beginning  on  the  date  of
               calculation and ending on the Participant's  assumed payment date
               shall be the  "corporate  bond  yield  average"  with  respect to
               "average corporations" as determined from the Moody's Bond Record
               published by Moody's  Investors  Service,  Inc. for the five-year
               period  immediately  preceding  the  calculation  date  ("Moody's
               Average"),  plus 3 percent.  Notwithstanding  the foregoing,  the
               interest  crediting rate used to credit the account  balance of a
               Participant  who has separated  from service and according to the
               provisions of the Plan is not eligible for Moody's Average,  plus
               3 percent, shall be Moody's Average, without further adjustment.

                                     Page 36
<PAGE>


         2.       Discount Rate:

                  The rate used to discount the  Participant's  assumed  benefit
         payments from the assumed payment date to the calculation date shall be
         the rate credited to the most recently issued  five-year U.S.  Treasury
         notes as of the calculation date.

         3.       Assumed Benefit Commencement Date:

                  The Participant's  assumed benefit  commencement date shall be
         the later of (1) and (2):

                  (a)      Age 62.

                  (b)      Five years from date of calculation.

                  Provided, under no circumstances shall a Participant's assumed
         benefit commencement date be later than age 65.

         4.       Timing of Payments and Contributions:

                  All  payments to be paid to the  Participant  shall be assumed
         paid  at  the  end of  the  year.  All  contributions  deferred  by the
         Participant  shall be assumed  contributed  as of the beginning of each
         year.

         5.       Mortality:

                  No mortality shall be assumed.

B.       Investment Options Other Than Moody's

         For  Participants  with Account Balances in which they have selected an
Investment  Option other than the applicable  Moody's,  the Value of the Accrued
Benefits  shall be one hundred ten percent (110%) of the  Participant's  Account
Balance on the date of calculation.


                                     Page 37
<PAGE>


                                   EXHIBIT "D"

                                 TRUST PROPERTY



                                   $----------



                                     Page 38
<PAGE>


                                   EXHIBIT "E"
                       FORM OF CERTIFICATE TO THE TRUSTEE
                                   CERTIFICATE

                                                                          [Date]

To:      [Name and Address of the Trustee]
Ladies and Gentlemen:

     1. The undersigned,  a duly authorized  officer of [Recordkeeper]  (in such
capacity the  "Recordkeeper"),  as Recordkeeper under that certain  Albertson's,
Inc.  2000  Deferred  Compensation  Trust  (the  "Trust"),  dated the ___ day of
______________  , 1999,  between  Albertson's,  Inc., IBJ Whitehall Bank & Trust
Company,  as trustee,  and  Management  Compensation  Group,  Northwest,  LLC as
recordkeeper, HEREBY CERTIFIES as follows with respect to Section 4.04(a) of the
Trust.

     2. Benefits have become payable under the  Albertson's,  Inc. 2000 Deferred
Compensation Plan.

     3. The name,  address and social  security  number of the recipient of such
benefits are as follows:

                  Name:
                  Address:
                  Social Security Number:

     4. The amount and terms of payment of such benefits are as follows:

                  Amount:
                  Terms of  Payment:  [Specify  payment  dates,  number  of
                  payments,  and any  other  relevant information]

     IN WITNESS WHEREOF, the undersigned has executed this
Certificate  this  [         ] day of [                     ], [          ].

                                         [Recordkeeper]

                                         By:
                                            -----------------------------------
                                            Name:
                                            Title:



                                     Page 39
<PAGE>


                                   EXHIBIT "F"

                     INDIVIDUALS ELIGIBLE TO BE PARTICIPANTS



                                [TO BE SUPPLIED]




                                     Page 40
<PAGE>


                                   EXHIBIT "G"
                          FORM OF ASSIGNMENT AGREEMENT

     This ASSIGNMENT  AGREEMENT,  dated as of  _______________,  ____ is entered
into between Albertson's,  Inc.  ("Assignor"),  a Delaware corporation,  and IBJ
Whitehall  Bank & Trust Company  ("Assignee"),  the Trustee of the  Albertson's,
Inc. 2000 Deferred Compensation Plan Trust (the "Trust").

     WHEREAS, pursuant to the trust agreement (the "Trust Agreement"),  dated as
of  _________________,  1999,  among  Assignee  and IBJ  Whitehall  Bank & Trust
Company, a New York banking  corporation,  as Trustee of the Trust, the Assignor
is obligated to assign its ownership  interest in any insurance policies held in
the Trust upon the  occurrence  of a Change in Control  or  Potential  Change in
Control (as defined in the Trust Agreement);

     WHEREAS,  a  determination  has been  made  that a  Change  in  Control  or
Potential Change in Control has occurred, effective as of [ ];

     WHEREAS,  the Assignor has retained ownership of certain insurance policies
held in the Trust, a list of which policies is provided in the attached  Exhibit
A (the "Insurance Policies"); and

     WHEREAS,  Assignor  is  obligated  to assign to  Assignee  and  Assignee is
obligated to accept an  assignment  of  Assignor's  ownership  in the  Insurance
Policies.

     NOW,  THEREFORE,  in consideration of the mutual covenants contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:

     1.  Assignment and  Assumption.  Assignor hereby assigns to Assignee all of
Assignor's  rights,  options or  privileges  of  ownership  under the  Insurance
Policies.  Assignee hereby accepts such assignment and assumes all of Assignor's
rights, options or privileges of ownership under the Insurance Policies.

     2. Obligation for Premiums.  Nothing in this Assignment  Agreement shall be
interpreted as (i) obligating the Assignee in any way not specifically  provided
in the Trust  Agreement  to pay any Premium  Payment  Obligation  or  Additional
Premium  Payment  Obligation  (as  defined  in the  Trust  Agreement),  or  (ii)
modifying in any way the Assignor's  sole and  continuing  obligation to pay any
Premium Payment Obligation or Additional Premium Payment Obligation, as provided
in the Trust Agreement.

     3. Successors and Assigns. This Assignment Agreement shall be binding upon,
inure to the benefit  of, and be  enforceable  by, the parties  hereto and their
respective successors and assigns.

                                     Page 41
<PAGE>



         4. Amendment.  This  Assignment  Agreement  shall be irrevocable and
may not hereafter be amended in whole or in part by the parties.

                                       ALBERTSON'S, INC.

                                       By:
                                       Its:


                                       IBJ WHITEHALL BANK & TRUST COMPANY

                                       By:
                                       Its:


                                     Page 42