EXHIBIT 4.4
                                   -----------

        Agreement and Declaration of Trust for the RSI Retirement Trust.

<PAGE>

                              RSI RETIREMENT TRUST

                       AGREEMENT AND DECLARATION OF TRUST

                             AS AMENDED AND RESTATED

                                 AUGUST 1, 1990
























         RSI RETIREMENT TRUST
         317 Madison Avenue
         New York, New York 10017
         (212) 503-0100







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                                TABLE OF CONTENTS



                  Trust Amendment Number One

                  Trust Amendment Number Two

ARTICLE                                                                     PAGE


                                     PART I

                         CREATION, PURPOSES, ACCEPTANCE

                          APPLICABILITY AND DEFINITIONS


         I        Creation, Purposes and Acceptance of the Trust and
                  Applicability of Provisions                                  3

         II       Definitions                                                  5



                                     PART II

                       CONDITIONS OF GENERAL APPLICABILITY

         III      Units of Beneficial Interest                                11

         IV       Admissions to the Trust                                     16

         V        Election of Trustees:  Action and Organization              18

         VI       Action by Trust Participants                                20

         VII      Powers and Responsibilities of the Trustees                 22

         VIII     Investment                                                  27

         IX       Officers of the Trust                                       31

         X        Accounting                                                  32

         XI       Taxes, Expenses and Compensation                            33

         XII      Amendment or Termination                                    34

         XIII     Limitation of Liability and Indemnification                 36



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                                    PART III

                             PLANS OF PARTICIPATION

         XIV      Full Participating Employers                                41

         XV       Plans of Participation of Full Participating Employers      47

         XVI      Contributions, Actuarial Assumptions                        49

         XVII     Investment of Units Held by Plans of Participation          51

         XVIII    Partial Participation                                       56

         XIX      Defined Contribution Plans                                  59

         XX       Taxes and Expenses                                          63

         XXI      Refund of Contributions                                     65

         XXII     Termination of Participation by Withdrawal or Termination
                  of Plans of Participation                                   66


                                     PART IV

         XXIII    Individual Retirement Accounts; Master and Prototype
                  Plans                                                       71


                                     PART V

         XXIV     Company Securities                                          73


                                     PART VI

                                  MISCELLANEOUS

         XXV      Miscellaneous Provisions                                    76

         XXVI     Situs of Trust and Jurisdiction                             77



                                      -ii-

<PAGE>



                              AMENDMENT NUMBER ONE

                                     TO THE

                              RSI RETIREMENT TRUST

                       AGREEMENT AND DECLARATION OF TRUST

                    (AS AMENDED AND RESTATED AUGUST 1, 1990)
                    ----------------------------------------



                  WHEREAS, the Agreement and Declaration of Trust of The Savings
         Banks Retirement System made as of October 22, 1940, as amended from
         time to time, was amended and restated as of August 31, 1984 as the
         Agreement and Declaration of Trust of the Retirement System for Savings
         Institutions ("Prior Agreement") and said Prior Agreement as amended
         from time to time was further amended and restated as of August 1, 1990
         as the RSI Retirement Trust Agreement and Declaration of Trust
         ("Agreement"); and

                  WHEREAS, the Trustees of RSI Retirement Trust have reserved
         the right to amend the Agreement upon the terms and conditions therein
         set forth and now desire to amend the Agreement in the manner
         hereinafter set forth;

                  NOW, THEREFORE, by action of the Board of Trustees of RSI
         Retirement Trust at a meeting held on September 24, 1992, the Agreement
         is amended, effective as of such date, by the addition of a new Section
         22.11, immediately following Section 22.10, to read as follows:

                  SECTION 22.11 COMPUTATIONS BY CERTAIN FEDERAL RECEIVERS. In
         the event that the Federal Deposit Insurance Corporation or the
         Resolution Trust company or any successor institution (the "Federal
         Receiver") is appointed as a receiver for a Full Participating Employer
         and terminates the Plan of Participation of such Full Participating
         Employer, the Federal Receiver shall be permitted to cause any
         computation or other determination of the benefits of Participants in
         such Plan of Participation or of the liabilities of such Plan of
         Participation which shall be required or used in connection with such
         termination or any related distribution, including, without limitation,
         the purchase of annuities for any such Participants, to be made by
         persons other than the Trustees or the Enrolled Actuary appointed by
         them. The Federal Receiver shall in such event be solely responsible
         for the correctness of any such computation or determination, and the
         Trustees shall be fully protected and shall have no liability,
         responsibility, or duty of inquiry with respect to any distribution
         made or other action taken or omitted by the Trustees which is based on
         or affected by any such computation or other determination.



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                              AMENDMENT NUMBER TWO

                                     TO THE

                              RSI RETIREMENT TRUST

                       AGREEMENT AND DECLARATION OF TRUST

                    (AS AMENDED AND RESTATED AUGUST 1, 1990)
                    ----------------------------------------



                  WHEREAS, the Agreement and Declaration of Trust of The Savings
         Banks Retirement System made as of October 22, 1940, as amended from
         time to time, was amended and restated as of August 31, 1984 as the
         Agreement and Declaration of Trust of the Retirement System for Savings
         Institutions ("Prior Agreement") and said Prior Agreement as amended
         from time to time was further amended and restated as of August 1, 1990
         as the RSI Retirement Trust Agreement and Declaration of Trust
         ("Agreement"); and

                  WHEREAS, the Trustees of RSI Retirement Trust have reserved
         the right to amend the Agreement upon the terms and conditions therein
         set forth and now desire to amend the Agreement in the manner
         hereinafter set forth;

                  NOW, THEREFORE, by action of the Board of Trustees of RSI
         Retirement Trust at a meeting held on December 3, 1992, the Agreement
         is amended, effective as of such date, by the restatement of the first
         paragraph of Section 14.4, in its entirety, to read as follows:

                  SECTION 14.4 ADMINISTRATION. Each Full Participating Employer
         shall designate Administrators to act on behalf of the Plan of
         Participation of such Full Participating Employer. Such Administrators
         shall be responsible for complying with the provisions of ERISA
         pertaining to such office. The duties of the Administrators shall be
         allocated between the Trustee Administrator and the Plan Administrator
         as provided in this Section 14.4. The Trustees shall be designated as
         the Trustee Administrator. Such Trustee Administrator shall have the
         power and responsibilities to: (a) designate the Enrolled Actuary with
         respect to such Plan of Participation and (b) file all reports required
         by the Department of Labor, the Internal Revenue Service or the Pension
         Benefit Guaranty Corporation which pertain to such Participating
         Employer's Plan of Participation or supply the Plan Administrator with
         such reports with instructions for filing the same.




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                              RSI RETIREMENT TRUST

                       AGREEMENT AND DECLARATION OF TRUST



 This AGREEMENT AND DECLARATION OF TRUST as amended and restated August 1, 1990



                              W I T N E S S E T H :



                  WHEREAS, pursuant to an Agreement and Declaration of Trust
         made as of October 22, 1940 and amended from time to time ("Original
         Agreement") a retirement system, organized as a trust and known as The
         Savings Banks Retirement System, was established pursuant to Section
         200 of the Insurance Law of the State of New York for the benefit of
         the employees of savings banks doing business in the State of New York
         and the employees of certain other organizations; and

                  WHEREAS, the Original Agreement was amended from time to time
         and was amended and restated in its entirety as of October 1, 1976 to
         conform to the requirements of the Employee Retirement Income Security
         Act of 1974 and to effectuate other changes set forth in such amendment
         and restatement ("1976 Restated Agreement"); and

                  WHEREAS, as of August 31, 1984 the Trustees amended and
         restated in its entirety the 1976 Restated Agreement so as (a) to
         continue, maintain and operate the trust established under the Original
         Agreement, as amended from time to time, as an open-end, diversified
         investment company of the management type, within the meaning of the
         Investment Company Act of 1940, as amended ("1984 Restated Agreement")
         and (b) to change the name of the retirement system from The Savings
         Banks Retirement System to Retirement System for Savings Institutions;
         and

                  WHEREAS, the 1984 Restated Agreement was subsequently amended
         from time to time; and

                  WHEREAS, as of August 1, 1990, the Trust (as hereinafter
         defined) effectuated a reorganization through a transfer of the Trust's
         operating assets and business (e.g., office furniture, computers,
         files, etc.) and certain intangible assets



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<PAGE>

         to subsidiaries of a newly organized corporation, Retirement System
         Group Inc. ("Company"), in exchange for shares of the common stock of
         the Company and the spin off of the Company through the allocation of
         such shares to the Participating Trusts (as hereinafter defined) on
         such date; and

                  WHEREAS, as of August 1, 1990 Participating Trusts on such
         date shall own outstanding shares of the Company's common stock, which
         shares shall be held by a Trustee/Custodian (as hereinafter defined),
         while retaining Units (as hereinafter defined) in the Investment Funds
         (as hereinafter defined); and

                  WHEREAS, the Trustees desire hereby amend and restate in its
         entirety the 1984 Restated Agreement, as amended to provide, among
         other things, that effective August 1, 1990, (a) the Trust shall be
         known as the RSI Retirement Trust; (b) all investment, advisory,
         administrative, distribution and consulting services previously
         performed by the Trustees shall be performed under contracts with the
         Company and/or its subsidiaries; or such other servicing agencies as
         may be selected by the Trustees from time to time and (c) certain
         individual retirement accounts and master and prototype plans are
         eligible to participate in the Trust;

                  NOW, THEREFORE, the undersigned Trustees hereby declared and
         agree with the Trust Participants (as hereinafter defined) and
         Participating Employers (as hereinafter defined) and with each other as
         follows:




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<PAGE>





                                     PART I

                  CREATION, PURPOSES, ACCEPTANCE, APPLICABILITY

                                 AND DEFINITIONS

                                    ARTICLE I

                 CREATION, PURPOSES AND ACCEPTANCE OF THE TRUST

                         AND APPLICABILITY OF PROVISIONS



                  SECTION 1.1 CREATION AND PURPOSES. The Trust created under the
         Original Agreement, and as subsequently amended from time to time,
         shall continue under the terms and conditions set forth in this
         Agreement and Declaration of Trust for the purpose of receiving,
         holding, investing, reinvesting, disbursing and otherwise disposing of,
         the funds or property contributed or received under the Trust. The
         Trust maintained under this Agreement and Declaration of Trust shall
         continue to operate as an open-end, diversified investment company of
         the management type within the meaning of the Investment Company Act
         and shall be known as the RSI Retirement trust. From and after the
         Restatement Date, (a) all investment advisory, administrative,
         distribution and benefit consulting services heretofore performed by
         the Trustees shall be performed under contracts with the Company and/or
         its subsidiaries or such other servicing agencies as may be selected by
         the Trustees from time to time and (b) as of the Restatement Date, the
         common stock of the Company shall be (i) distributed by the Trust to
         Participating Trusts, and (ii) held by a Trustee/Custodian as provided
         in this Agreement and Declaration of Trust.

                  SECTION 1.2 ACCEPTANCE OF TRUST. The Trustees named herein and
         any successor Trustees executing a counterpart hereof, as hereinafter
         provided, accept this Trust and agree to hold IN TRUST all of the funds
         or property now or hereafter paid, given, transferred or assigned to or
         otherwise acquired by them hereunder, subject to all the terms and
         provisions of this Agreement and Declaration of Trust, and to abide by
         and carry out such other rules, obligations and duties pertaining to
         them as may be specified herein, including the rules, obligations and
         duties of the Trustees acting as named fiduciaries pursuant to Section
         14.3. The signature of any Trustee or successor Trustee to a
         counterpart or copy of this Agreement and Declaration of Trust shall be
         evidence of his acceptance and agreement as aforesaid.

                  SECTION 1.3 APPLICABILITY OF AGREEMENT AND DECLARATION OF
         TRUST. The terms and conditions of participation in the Trust shall be
         governed by the


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<PAGE>

         provisions of this Agreement and Declaration of Trust applicable to
         such Participating Trust.

                  It is intended that Plans may participate in the Trust for the
         sole purpose of investing in the Units of the Investment Funds
         established under the Trust, without allocating to the Trustees
         administrative responsibilities with respect to such Plans and, in such
         event, that such Plans shall be governed by the provisions of this
         Agreement and Declaration of Trust relating to investments,
         administration of the Trust and the rights of the holders of Units
         thereunder. It is also intended, without limitation, that Plans may
         participate in the Trust, not only to invest in Units, but also to
         obtain the administrative services provided by the Trustees which are
         specified in this Agreement and Declaration of Trust and, in such
         event, that such Plans shall be governed by the provisions of this
         Agreement and Declaration of Trust relating not only to investments,
         administration of the Trust and the rights of the holders of Units but
         also with respect to the provisions relating to plan administration set
         forth herein. It is also intended, without limitation, that Plans
         established in connection with individual retirement accounts or under
         master, prototype or other sponsored arrangements may participate in
         the Trust in order to invest in Units on the special basis provided
         under Part IV. It is also intended, without limitation, that Plans may
         hold Company Securities and other assets through a Trustee/Custodian
         pursuant to a Trust/Custodial Agreement as provided in Part V.



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<PAGE>





                                   ARTICLE II

                                   DEFINITIONS



                  The following words and phrases, when used in this Agreement
         and Declaration of Trust, shall have the meanings hereinafter ascribed
         to them:

                  SECTION 2.1 "Administrator" shall mean the administrator of a
         Plan of Participation designed to carry out the functions of an
         administrator under ERISA and shall include both the Plan Administrator
         and the Trustee Administrator.

                  SECTION 2.2 "Adopting Resolutions" shall mean the resolutions
         adopted by the board of trustees, board of directors, or other
         governing body, as the case may be, of a Participating Employer which,
         among other things, adopt this Trust. Adopting Resolutions shall also
         include any resolutions modifying, clarifying, supplementing or
         extending any Adopting Resolutions.

                  SECTION 2.3 "Agreement and Declaration of Trust" shall mean
         the Agreement and Declaration of Trust set forth herein as of the
         Restatement Date, and as amended from time to time.

                  SECTION 2.4 "Code" shall mean the Internal Revenue Code of
         1986, as heretofore or hereafter amended. Reference to a section of the
         Code shall include that section and any comparable section or sections
         of any future legislation that amends, supplements or supersedes that
         section.

                  SECTION 2.5 "Company" shall mean Retirement System Group Inc.,
         a Delaware corporation, and any successor thereto.

                  SECTION 2.6 "Company Securities" shall mean any securities
         issued by the Company, including but not limited to the common stock of
         the Company, par value $.01 per share.

                  SECTION 2.7 "DC Investment Classification" shall mean the
         classification of Investment Funds in terms of the type of investments
         thereof established by the Trustees for the investment of the assets of
         DC Plans of Participation in accordance with Section 19.4.

                  SECTION 2.8 "DC Plan" shall mean a Plan which is a defined
         contribution plan.

                  SECTION 2.9 "DC Plan of Participation" shall mean a Plan of
         Participation which is a defined contribution plan and which
         participates in the Trust in accordance with Article XIX.


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<PAGE>

                  SECTION 2.10 "Distribution Period" shall mean the period
         commencing immediately after the effective date of the withdrawal
         termination of a Plan of Participation as determined under Section 22.2
         and ending with the or completion of the distribution or transfer of
         all of the assets held with respect to such Plan in accordance with the
         applicable provisions of Article XXII.

                  SECTION 2.11 "Eligible Employer" shall mean a corporation,
         partnership or association organized under the laws of any state or of
         the United States; provided, however, that the participation in the
         Trust of any corporation, partnership or association which is not a
         bank, savings bank, credit union or savings and loan association, or
         controlling, controlled by or under common control with a bank, savings
         bank, credit union or savings and loan association, shall be subject to
         the approval of the Trustees. Eligible Employer shall also mean an
         individual for whom an individual retirement account as described in
         Section 2.39(c) has been established or a self-employed individual who
         has established a plan pursuant to a master, prototype or other
         sponsored arrangement; provided, however that the Trustees shall have
         approved the participation in the Trust of the arrangement which
         includes such individual retirement account or self-employed plan.

                  SECTION 2.12 "Employer Fiduciaries" shall mean the named
         fiduciaries (other than the Trustees) designated by a Full
         Participating Employer in accordance with Section 14.3 and the
         provisions of ERISA.

                  SECTION 2.13 "Enrolled Actuary" shall mean the enrolled
         actuary, as defined in ERISA, designated in accordance with Section
         14.4 by the Trustees, acting as Trustee Administrator.

                  SECTION 2.14 "ERISA" shall mean the Employee Retirement Income
         Security Act of 1974, as heretofor or hereafter amended.

                  SECTION 2.15 "Expense Accounts" shall mean the accounts
         established under Section 20.1.

                  SECTION 2.16 "Full Participating Employer" shall mean a
         Participating Employer which participates in the Trust with respect to
         a Plan of Participation as provided in Part III.

                  SECTION 2.17 "Full Participating Trust" shall mean a
         Participating Trust established under this Agreement and Declaration of
         Trust by a Full Participating Employer with respect to (i) a Plan of
         Participation as provided in Article XIV or (ii) a Plan of Partial
         Participation as provided in Article XVIII.

                  SECTION 2.18 "Fund Guidelines" shall mean the investment
         policy and objective guidelines relating to an Investment Fund
         established by the Trustees pursuant to Section 8.1.

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                  SECTION 2.19 "Independent Trustee" shall mean the trustee or
         trustees of a Participating Trust which is not a Full Participating
         Trust and shall include the trustee or trustees or custodian or
         custodians of an individual retirement account described in Section
         2.39(c) or a self-employed plan established pursuant to a master,
         prototype or other sponsored arrangement. Independent Trustee shall not
         include a Trustee/Custodian.

                  SECTION 2.20 "Investment Classification" shall mean the
         classification of Investment Funds in terms of the type of investments
         thereof established by the Trustees pursuant to Section 17.2.

                  SECTION 2.21 "Investment company Act" shall mean the federal
         Investment Company Act of 1940, as amended, and the regulations
         promulgated pursuant thereto.

                  SECTION 2.22 "Investment Fiduciary" shall mean the Employer
         fiduciaries or other named fiduciary of a Plan who has been duly vested
         with the authority in accordance with the provisions of ERISA to
         exercise the powers specified in Section 3.5(b) and Article XVII.

                  SECTION 2.23 "Investment Fund" shall mean that portion of the
         assets of the Trust with respect to which a separate class of Units is
         issued and which is established and maintained in accordance with
         Section 3.1 of this Agreement and Declaration of Trust.

                  SECTION 2.24 "Investment Manager" shall mean an investment
         manager designated by the Trustees in accordance with Section 8.3.

                  SECTION 2.25 "Liquidating Plan of Participation" shall mean a
         Plan of Participation which has withdrawn or terminated in accordance
         with Article XXII, any assets of which are retained by the Trustees or,
         in the case of Company Securities or other assets held pursuant to a
         Trust/Custodial Agreement, by the Trustee/Custodian, pending the
         completion of distribution or transfer thereof.

                  SECTION 2.26 "Net Asset Value of Units" or "net asset value of
         the respective classes" means the values determined in the manner
         provided by Section 3.6.

                  SECTION 2.27 "Participant" shall mean any employee or former
         employee of a Full Participating Employer enrolled as a participant in
         the Plan of Participation of such Full Participating Employer whose
         participation therein has not been terminated.

                  SECTION 2.28 "Participating Affiliate" shall mean an affiliate
         of a Full Participating Employer which has adopted the Trust and the
         Plan of Participation


                                      -7-
<PAGE>



         of such Full Participating Employer in accordance with the provisions
         of Section 14.5.

                  SECTION 2.29 "Participating Employer" shall mean any Eligible
         Employer which is the sponsor of any Plan or the Eligible Employer for
         whom an individual retirement account described in Section 2.39(c) is
         created, including but not limited to a Plan of Participation, funded
         in whole or in part by a Participating Trust.

                  SECTION 2.30 "Participating Trust" means a Qualified Trust,
         assets of which were held under this Trust immediately prior to the
         Restatement Date or any other Qualified Trust which holds Units.
         Without limitation of the foregoing, a Participating Trust shall
         include (a) a Full Participating Trust established with respect to a
         Plan of Participation or a Plan of Partial Participation, and (b) a
         trust which is not a Full Participating Trust, the trustee of which is
         an Independent Trustee.

                  SECTION 2.31 "Participation Agreement" shall mean the Adopting
         Resolutions or such other instruments, agreements or documents which
         the Trustees may require from time to time.

                  SECTION 2.32 "Plan" shall mean the particular plan of benefits
         established by a Participating Employer and shall include but shall not
         be limited to a Plan of Participation.

                  SECTION 2.33 "Plan Administrator" shall mean the plan
         administrator of a Plan of Participation, other than the Trustee
         Administrator, designated by a Participating Employer in accordance
         with section 14.4.

                  SECTION 2.34 "Plan Interest" shall mean (a) the total number
         of Units held by any Full Participating Trust and (b) an Company
         Securities and other assets held by any Full Participating Trust
         through a Trustee/Custodian pursuant to a Trust/Custodial Agreement as
         provided in Article XXIV.

                  SECTION 2.35 "Plan of Partial Participation" shall mean a Plan
         of Participation established or maintained as provided in Article
         XVIII.

                  SECTION 2.36 "Plan of Participation" shall mean a retirement
         benefit plan established by a Participating Employer which is
         effectuated under the Trust, the terms of which plan shall be as set
         forth in the Plan of Participation of such Participating Employer, as
         amended from time to time. Plan of Participation shall also include (a)
         except as otherwise provided in Article XVIII, a Plan of Partial
         Participation and (b), except as otherwise provided in Article XIX, DC
         Plans.

                  SECTION 2.37 "Plan Year" shall mean the annual fiscal period
         of the Plan of Participation.

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<PAGE>

                  SECTION 2.38 "Prior Plan" shall mean the Plan maintained by a
         Full Participating Employer as in effect from time to time prior to its
         amendment as a Plan of Participation.

                  SECTION 2.39 "Qualified Trust" means (a) a single or
         commingled pension or profit-sharing trust established by adoption of
         this Agreement and Declaration of Trust with respect to a Plan of
         Participation, including any Trust/Custodial Agreement as provided in
         Article XXIV, (b) a single or commingled pension or profit-sharing
         trust established by a trust instrument entered into with a trustee or
         trustees, other than the Trustees or any Trustee/Custodian acting as
         such in each case established and maintained in conformity with Section
         501(a) of the Code, or (c) an individual retirement trust or custodial
         account established under a trust or custodial agreement which is
         maintained in conformity with Section 408(a) of the Code and exempt
         from tax under Section 408(e) of the Code.

                  SECTION 2.40 "Restatement Date" shall mean August 1, 1990
         except for purposes of Section 3.1 wherein Restatement Date shall mean
         August 31, 1984.

                  SECTION 2.41 "Separate Assets" shall mean that part of the
         assets of a Plan of Partial Participation as provided in Article XVIII
         which are not held and administered by either the Trustees or a
         Trustee/Custodian.

                  SECTION 2.42 "Service Company" shall mean a corporation
         organized by the Trustees in accordance with Section 7.14.

                  SECTION 2.43 "Special DC Investment Classification" shall mean
         a DC Investment Classification established under Section 19.4.

                  SECTION 2.44 "Trust" shall mean the trust established or
         maintained under this Agreement and Declaration of Trust, and shall,
         except for purposes of Section 3.1, include any trust established
         pursuant to a Trust/Custodial Agreement as provided in Article XXIV.

                  SECTION 2.45 "Trust/Custodial Agreement" shall mean any
         directed trust and custodial agreement among the Trust, a
         Trustee/Custodian, and Retirement System Consultants Inc., a
         wholly-owned subsidiary of the Company, individually and as
         attorney-in-fact and agent for one or more Plans of Participation,
         established for the purpose of holding Company Securities and other
         related assets on behalf of the Full Participating Trusts of such Plans
         of Participation.

                  SECTION 2.46 "Trustee/Custodian" shall mean any eligible
         person or institution, holding Company Securities and other assets on
         behalf of a Participating Trust pursuant to a Trust/Custodial
         Agreement.

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<PAGE>

                  SECTION 2.47 "Trust Fund" shall mean the assets held by the
         Trustees in accordance with this Agreement and Declaration of Trust,
         and shall include any Company Securities and other assets held by a
         Full Participating Trust through a Trustee/Custodian as provided in
         Article XXIV.

                  SECTION 2.48 "Trust Participant" means the fiduciary or
         fiduciaries which are vested with authority to cause a trust to become
         or remain a Participating Trust, or in the case of an individual
         retirement account described in Section 2.39 (c), means the individual
         for whose benefit the individual retirement account is established.

                  SECTION 2.49 "Trust Year" shall mean the period commencing
         October 1 and ending September 30.

                  SECTION 2.50 "Trustee Administrator" shall mean the Trustees,
         acting as the Plan administrator of the Plans of Participation, other
         than the Plan administrator of any such plan designated by each of the
         Full Participating Employers in accordance with Section 14.4.

                  SECTION 2.51 "Trustees" shall mean the trustees acting under
         this Agreement and Declaration of Trust but shall not include any
         trustee acting as a Trustee/Custodian as provided in Article XXIV.

                  SECTION 2.52 "Units" shall mean the proportionate undivided
         beneficial interest in any Investment Fund as determined in accordance
         with Article III and shall, where appropriate, mean such proportionate
         undivided beneficial interest expressed in terms of whole and
         fractional units. Units shall not include any Company securities or
         other assets held by a Trustee/Custodian or any beneficial interest in
         such Company Securities or other assets.

                  SECTION 2.53 "Valuation Date" shall mean the close of business
         of each business day.



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<PAGE>

                                     PART II

                       CONDITIONS OF GENERAL APPLICABILITY

                                   ARTICLE III

                          UNITS OF BENEFICIAL INTEREST



                  SECTION 3.1 NUMBER OF AUTHORIZED UNITS; CLASSES. The
         beneficial interests in the Trust shall be divided into Units and
         fractions thereof. The Trust shall have the authority to issue an
         unlimited number of Units without par value. The Units shall initially
         be divided into classes, sometimes referred to herein as Investment
         Funds, in existence on the Restatement Date.

                  Except as otherwise required by law, the Trustees shall have
         full power and authority without obtaining any prior authorization or
         vote of any of the Trust Participants, to create and establish any
         additional class or classes of Units with preferences, voting powers,
         rights and privileges as the Trustees may from time to time determine;
         to divide or combine the Units or any class or classes thereof into a
         greater or lesser number of Units; to classify or reclassify any issued
         Units into one or more classes of Units so long as such classification
         or reclassification will not have a material adverse effect on
         Participating Trusts which own Units of any of the classes; to abolish
         any one or more classes of Units if no Units of such class or classes
         are outstanding; and to take such other action with respect to the
         Units or any class or classes thereof as the Trustees may deem
         desirable, subject to the terms of this Agreement and Declaration of
         Trust.

                  SECTION 3.2 VOTING RIGHTS. Whenever any action requiring the
         vote of Trust Participants is required in accordance with terms of this
         Trust or otherwise, each full Unit shall be entitled to one vote and
         each fractional Unit shall be entitled to the corresponding fractional
         vote. Each trust Participant shall be entitled to exercise the voting
         rights of Units owned by the Participating Trust of which he is the
         Trust Participant.

                  SECTION 3.3 POWERS, PREFERENCES AND PARTICIPATIONS. Each class
         of Units shall have the following powers, preferences and participating
         or other special rights, and the qualifications, restrictions, and
         limitations thereof shall be as follows:

                           (a) All consideration received by the Trust for the
                  issue of sale of Units of each class, together with all
                  income, earnings, profits, and proceeds thereof, including any
                  proceeds derived from the sale, exchange or liquidation
                  thereof, and any funds or payments derived from any
                  reinvestment of such proceeds in whatever form the same may
                  be, shall


                                      -11-
<PAGE>

                  irrevocably belong to the class of Units with respect to which
                  such assets, payments or funds were received by the Trust for
                  all purposes, subject only to the rights of creditors of the
                  Trust, and shall be so handled upon the books of account of
                  the Trust. Such assets, income earnings, profits and proceeds
                  thereof, including any proceeds derived from the sale,
                  exchange or liquidation thereof and any assets derived from
                  any reinvestment of such proceeds in whatever form the same
                  may be, are herein referred to as "assets belonging to" such
                  class.


                           (b) The Trustees may from time to time declare and
                  pay dividends or distributions to the Participating Trusts, in
                  Units, in cash, or in other property, on any or all classes of
                  Units, the amount of such dividends or distributions and the
                  payment of them being wholly in the discretion of the
                  Trustees. Dividends or distributions on any class of Units
                  shall be paid only out of earnings or other lawfully available
                  assets belonging to such class.


                           (c) In the event of the liquidation or dissolution of
                  the Trust, Participating Trust owning Units of each class
                  shall be entitled to receive, as a class, out of the assets of
                  the Trust available for distribution to Participating Trusts
                  the assets belonging to such class; and the assets so
                  distributable to the Participating Trust owning Units of any
                  class shall be distributed among such Participating held by
                  them and recorded on the books of the Trust.


                           (d) The assets belonging to any class of Units shall
                  be charged with the liability in respect of such class, and
                  shall also be charged with a share of the general liabilities,
                  and be charged with a share of the general liabilities, and be
                  credited with a share of the general assets, of the Trust in a
                  fair and equitable manner under policies and procedures
                  established by the Trustees. The determination of the Trustees
                  shall be conclusive as to the amount of liabilities, including
                  accrued expenses and reserves, and assets, as to the
                  allocation of the same as to a given class and as to whether
                  the same are allocable to one or more classes.


                  SECTION 3.4       WITHDRAWALS OF UNITS AND COMPANY SECURITIES.

                           (a) The Trustees and any Trustee/Custodian acting
                  pursuant to Article VII, XVII or XXII or the Independent
                  Trustee of a Participating Trust may require the Trust, (i) to
                  the extent that the class of Units in question has assets
                  lawfully available therefor, and out of such assets, to
                  withdraw all or any part of the Units outstanding on the books
                  of the Trust in the name of such Participating Trust, as the
                  Net Asset Value of such Units, payable as provided in the
                  Investment Company Act and (ii) out of


                                      -12-
<PAGE>


                  any Company Securities and other assets held by the
                  Trustee/Custodian, to withdraw all or any part of such Company
                  Securities or other assets. Units shall be withdrawn at the
                  Net Asset Value next determined after receipt by the Trustees
                  of a request for withdrawal and receipt of all documents which
                  may be required in this Agreement and Declaration of Trust.
                  The Trust shall make payment for any such Units withdrawn in
                  cash, or if in the opinion of the Trustees, which opinion
                  shall be conclusive, conditions exist which make payment
                  wholly in cash unwise or undesirable, the Trust may make
                  payment wholly or partly in securities or other property
                  belonging to the class, the value of which shall be determined
                  as provided in Section 3.6. The Trust may, to the extent
                  necessary, sell or cause to be sold any assets belonging to a
                  class of Units to provide cash to pay for Units of such class
                  which are withdrawn. The Trustees may not suspend the right of
                  the holders of any class of Units to require the Trust to
                  withdraw Units of such class except as permitted by the
                  Investment Company Act. At no time prior to the satisfaction
                  of all liabilities of a Participating Trust or of the Trust
                  with respect to any Participant or beneficiary of the Plan of
                  which such Trust is a part shall that part of the corpus or
                  income of the Trust that equitably belongs to the
                  Participating Trust maintained for the benefit of such
                  Participant or beneficiary of the Plan of which such Trust is
                  a part be used for or diverted to purposes other than for the
                  exclusive benefit of such Participant or beneficiary of the
                  Plan of which such Trust is a part. All distributions from the
                  Trust to a Participating Trust, whether upon withdrawal of
                  Units or withdrawal of Company Securities or other assets held
                  by the Trustee/Custodian, disqualification of the
                  Participating Trust or otherwise, shall be deemed to be fore
                  the exclusive benefit of the Participants of the Plan funded
                  in whole or in part by such Participating Trust or the
                  beneficiaries thereof.


                           (b) If at any time it should be determined that any
                  Participating Trust is no longer a Qualified Trust, the
                  Trustees shall withdraw from the Trust all Units owned by such
                  Participating Trust at the Net Asset Value of such Units next
                  determined after the Trustees are apprised of such
                  disqualification and shall distribute the payment for such
                  Units to the disqualified Participating Trust. At such time,
                  any Trustee/Custodian shall withdraw all Company Securities
                  and other assets held for such Participating Trust by the
                  Trustee/Custodian and distribute such Company Securities and
                  other assets to the disqualified Participating Trust.


                           (c) Notwithstanding the foregoing provisions of this
                  Section 3.4, in the event of the withdrawal from the Trust by
                  a Participating Trust which is a Full Participating Trust of
                  all of the Units outstanding on the books of the Trust in the
                  name of such Full Participating Trust, the payment made for
                  such Units withdrawn shall be separately held and


                                      -13-
<PAGE>


                  administered by the Trustees, acting as the Trustees of such
                  Full Participating Trust, in the manner provided under Section
                  22.8 unless the Trustees shall agree to maintain the Plan
                  Interest of such Full Participating Trust invested in Units in
                  accordance with section 22.8. The withdrawal of all Units
                  outstanding on the books of the Trust in the name of such Full
                  Participating Trust shall be deemed a withdrawal of all
                  Company Securities and other assets held by a
                  Trustee/Custodian on behalf of such Full Participating Trust,
                  and such Company Securities and other assets shall be held and
                  administered by the Trustee/Custodian in accordance with
                  Section 22.8.


                  SECTION 3.5       EXCHANGE.

                           (a) The Independent Trustee of a Participating Trust
                  shall be entitled, subject to such limitations as the Trustees
                  in their sole discretion may adopt, to convert all or any part
                  of the Units of any class owned by such Participating Trust,
                  on the basis hereinafter set forth into Units and fraction
                  thereof of any other class of the Trust. Units and fraction
                  thereof shall be exchanged at the Net Asset Value next
                  determined after receipt by the Trustees of a request for
                  exchange. The Trustees shall determine the Net Asset Value of
                  the Units and fraction thereof to be converted and, within
                  five business days after receipt of such request, shall
                  transfer to such Participating Trust on the books of the Trust
                  such number of Units and fraction thereof of the class desired
                  as, taken at the Net Asset Value thereof determined in the
                  same manner and at the same time as that of the Units and
                  fraction thereof exchanged, shall equal the Net Asset Value of
                  the Units exchanged. Upon any exchange, proper transfer shall
                  be made between the assets belonging to the various classes of
                  Units involved.


                           (b) The exchange of Units and any fraction thereof
                  owned by a Full Participating Trust shall be effected in the
                  same manner as provided under Section 3.5(a); provided,
                  however, that the right of exchange shall be solely that of
                  the Investment Fiduciaries, or, in the absence of Investment
                  Fiduciaries, the Trustees, acting as Trustees of such Full
                  Participating Trust. Such exchange shall be exercised in the
                  manner provided in Article XVII.


                  SECTION 3.6 VALUATION OF UNITS. The Net Asset Value of the
         Units of each class shall be determined, in accordance with the
         Investment Company Act and with generally accepted accounting
         principles, by dividing the net asset value of the class (total value
         of the assets of such class, less any liabilities allocated to such
         class) by the total outstanding Units of such class. The Net Asset
         Value of the Units of each class shall be determined no less frequently
         than as shall be


                                      -14-
<PAGE>






         required by applicable provisions of the Investment Company Act and
         regulations and rules thereunder and in accordance with rules of the
         Trustees.

                  SECTION 3.7 STATUS OF UNITS. Units acquired by Participating
         Trusts in the manner described in Section 4.1 shall be fully paid and
         nonassessable. No Participating Trust, Trust Participant or any other
         person shall have preemptive rights.


                                      -15-
<PAGE>





                                   ARTICLE IV

                             ADMISSIONS TO THE TRUST



                  SECTION 4.1 ADMISSIONS TO PARTICIPATION. Units may be owned
         only by a Qualified Trust established by an Eligible Employer under a
         trust instrument or a trust or custodial agreement in the case of an
         individual retirement account described in Section 2.39(c), which shall
         be this Agreement and Declaration of Trust in the case of a Full
         Participating Trust, which specifically authorizes it to participate in
         the Trust and with respect to which a Participation Agreement shall
         have been provided in accordance with Section 4.2. A Qualified Trust
         shall become a Participating Trust as of (a) the date on which the
         transfer of all or part of its assets to the Trustees is accepted by
         the Trustees for one or more of the Investment Funds or (b), if no
         assets are so transferred, that date on which contributions are
         accepted by the Trustees for one or more of the Investment Funds.
         Pursuant to similar transfer and acceptance, additional assets may be
         admitted to any Investment Fund subject to the provisions of the
         Participation Agreement and this Agreement and Declaration of Trust.
         The Trustees in their sole discretion may decline to accept a
         Participation Agreement with respect to any Qualified Trust or to
         accept any assets of any type or class of Qualified Trust or of any
         Qualified Trust. The Trustees may establish minimum dollar amounts of
         initial or additional assets to be admitted. Assets shall be accepted
         for admission to an Investment Fund, and Units shall be issued to the
         Participating Trust in consideration therefor, on the basis of the Net
         Asset Value of the Unit of such Investment Fund next determined after
         admission of such assets. Any Participating Trust may have an interest
         in more than one than one Investment Fund, and the proportion of its
         assets that is invested in each may be changed from time to time in
         accordance with Section 3.5.

                  SECTION 4.2 PARTICIPATION AGREEMENT. Each Participating
         Employer shall deliver to the Trustees a Participation Agreement
         containing the terms and conditions specified in this Agreement and
         Declaration of Trust and such other terms and conditions as the
         Trustees may determine. Without limitation of the foregoing, the
         Participation Agreement shall evidence the adoption of this Agreement
         and Declaration of Trust and the Trust as a part of the Plan of the
         Participating Employer, and shall provide that the terms and provisions
         of this Agreement and Declaration of Trust shall be controlling with
         respect to any assets held by the Trustees and shall designate or
         otherwise identify the Trust Participant acting with respect to the
         Participating Trust. The Participation Agreement with respect to a Full
         Participating Trust shall contain such additional terms and conditions
         as are required under Section 14.2. The Participation Agreement with
         respect to a Participating Trust which is an individual retirement
         account described in Section 2.39(c) or which has been established
         under a master,


                                      -16-
<PAGE>



         prototype or other sponsored arrangement shall contain such additional
         terms and conditions as may be required under Part IV.

                  SECTION 4.3 NO CERTIFICATES; NONTRANSFERABILITY OF INTEREST.
         Ownership of Units shall be recorded on the books of the Trust or its
         transfer agent. No certificate or other document shall be issued
         evidencing any interest in the Trust. The Trustees may make such rules
         as they consider appropriate for the recordation of ownership of Units
         and similar matters. The record books of the Trust or any transfer
         agent shall be conclusive as to Participating Trusts which are holders
         of Units of each class, as to the number of Units of each class held by
         each Participating Trust and as to the name of the Trust Participant to
         whose account in the Participating Trust Units are at any relevant time
         allocated; provided, however, that the Independent Trustee shall
         certify to the Trustees the names of each Trust Participant entitled to
         vote in accordance with Section 3.2 and the number of Units of each
         class held by such Participating Trust which are entitled to be voted
         by such Trust Participant, and the Trustees shall be fully protected in
         relying upon any such certification. Except as provided in Section 3.5,
         no Participating Trust shall have the power to sell, assign or
         otherwise transfer any Unit or all or any part of its equity or
         interest in the Trust or use it as security for a loan.

                  SECTION 4.4 INITIAL PARTICIPATION. As of the close of business
         on August 31, 1984, the Trustees converted into Units the Value of the
         beneficial interests of each Full Participating Trust in each
         Investment Fund, as established in accordance with the provisions of
         the 1984 Restated Agreement immediately prior to such conversion, and
         such Units replaced the interests in the Investment Funds of such Full
         Participating Trusts. Coincident with such conversion under such rules
         as the Trustees established, the Trustees were empowered to effect any
         reallocation of the interest of any such Full Participating Trust
         between and among the Investment Funds in accordance with Article XVII
         and issue Units on such reallocated basis.



                                      -17-
<PAGE>



                                    ARTICLE V

                  ELECTION OF TRUSTEES; ACTION AND ORGANIZATION



                  SECTION 5.1 NUMBER AND ELECTION OF TRUSTEES. The number of
         Trustees shall be determined by the Trustees and shall be determined by
         the Trustees and shall be not less than nine nor more than nineteen.
         The Trustees shall be elected annually by the Trust Participants as
         hereinafter provided, and each Trustee shall hold office until his
         successor shall have been duly chosen and qualified, or until he shall
         have resigned or for other reasons shall have ceased to be a Trustee.
         The Trustees shall be divided into three classes of equal number,
         provided that if the total number of Trustees fixed in accordance with
         this Section does not permit such equal division, the Trustees shall
         increase the number of Trustees in any class or classes in their
         discretion to the extent required in order to assign each Trustee to a
         class, with the members of each class to be determined by the Trustees.
         Upon the expiration of the term of the Trustees in any such class,
         successors to such Trustees shall be elected by the Trust Participants
         for terms of three years. There shall be no limitation on the number of
         terms which may be served by the Trustees. Any Trustee may be removed
         at any time, with or without cause, by majority vote of the Trustees.
         In the event of the death, resignation, removal, or disqualification,
         of any Trustee or increase in the authorized number of Trustees or
         other cause, the vacancy thereby created shall be filled by majority
         vote of the remaining Trustees, and any member so chosen shall hold
         office for the remainder of the term for which the Trustee was elected
         and until his successor shall have been duly chosen and qualified. When
         the number of Trustees is increased, the Trustees shall designate the
         class or classes in which the newly elected Trustees shall serve. The
         power of the Trustees to fill vacancies shall be subject to the
         provisions of Section 16 of the Investment Company Act.

                  SECTION 5.2 QUALIFICATION OF TRUSTEES. The persons serving as
         Trustees shall be eligible to serve as directors of a registered
         investment company under the Investment Company Act, and a majority of
         the Trustees shall not be "interested persons", as such term is defined
         in the Investment Company Act.

                  SECTION 5.3 ACTION BY THE TRUSTEES. Except as otherwise
         required by law or by this Agreement and Declaration of Trust, the
         Trustees shall exercise their powers and perform their duties at such
         times, in such manner and pursuant to such rules and procedures as they
         may from time to time determine.

                  SECTION 5.4 COMPENSATION. The compensation of the Trustees
         shall be as determined from time to time by vote of the Trust
         Participants. No Trustee who is an officer of the Trust shall receive
         compensation for services as a Trustee.

                                      -18-
<PAGE>

                  SECTION 5.5 SERVICE IN MULTIPLE FIDUCIARY CAPACITIES. The
         Trustees, the officers of the Trust, or any other person acting in a
         fiduciary capacity under this Agreement and Declaration of Trust may
         serve in more than one fiduciary capacity with respect to the Trust or
         any Plan of Participation and any fiduciary may serve as such in
         addition to being an officer, employee, or agent or other
         representative of a party in interest.

                  SECTION 5.6 EXECUTIVE COMMITTEE. The Trustees may in their
         discretion and by vote of a majority of the Trustees elect annually an
         Executive Committee consisting of such number of Trustees, not less
         than five, as the Trustees shall by a majority vote determine, and may
         change the membership of, fill vacancies in, or dissolve such
         Committee. Unless otherwise provided by resolution of the Trustees or
         applicable law, Executive Committee shall have and may exercise all of
         the powers of the Trustees when the Trustees are not meeting,
         excepting, however, the election of Trustees, the election of officers,
         and the amendment of this Agreement and Declaration of Trust. Regular
         meetings of the Executive Committee shall be held at such times and
         places as are fixed by such Committee. A majority of the Executive
         Committee shall constitute a quorum at all meetings, and the action of
         a majority of the Executive Committee present at any meting at which a
         quorum is present shall be the act of the Executive Committee.

                  SECTION 5.7 ADMINISTRATIVE RULES. The trustees shall have the
         power to adopt administrative rules and procedures consistent with this
         Agreement and Declaration of Trust and from time to time may alter,
         amend or repeal any such rules and procedures in all cases consistent
         with the Investment Company Act.


                                      -19-
<PAGE>





                                   ARTICLE VI

                          ACTION BY TRUST PARTICIPANTS



                  SECTION 6.1 MEETINGS. Meetings of the Trust Participants for
         such purposes as may be permitted or required by law or this Agreement
         and Declaration of Trust shall be held at such time and place as may be
         specified in the rules and procedures of the Trustees or as may be
         specified by the Secretary of the Trust or officer performing similar
         functions in the notice of meeting.

                  SECTION 6.2 NOTICE OF MEETING. The Secretary of the Trust
         shall cause written or printed notice of the time, place and purpose or
         purposes of each meeting of Trust Participants to be given at least 10
         days, but not more than 60 days, prior to each meeting to each Trust
         Participant entitled to vote at such meeting. The Trustees shall fix,
         in advance, the record date for determination of entitlement to vote at
         any such meeting.

                  SECTION 6.3 VOTING POWERS. Trust Participants shall have the
         power to vote with respect to matters relating to the Trust as may be
         required by law, this Agreement and Declaration of Trust or the rules
         and procedures of the Trustees. Until Units of any class are issued,
         the Trustees may exercise all rights of Trust Participants and may take
         any action permitted or required by law, this Agreement and Declaration
         of Trust or the rules and procedures of the Trustees to taken by
         Participants.

                  SECTION 6.4 QUORUM. The presence at any meeting, in person or
         by proxy, of Trust Participants under Participating Trusts which own
         one-thirds of the issued and outstanding Units shall constitute a
         quorum for the transaction of business, except when any provision of
         law or this Declaration permits or requires that the Units be voted by
         a class or by classes, then participants under Participating Trusts
         which own one-thirds of the issued and outstanding Units of the class
         entitled t vote shall constitute a quorum for the transaction of
         business. In the absence of a quorum, the Trust Participants who are
         present in person or represented by proxy, by the affirmative vote of
         such Trust Participants entitled to cast a majority of the votes, may
         adjourn the meeting to another time and place. No notice of adjournment
         need be given, and business that might have been transacted at the
         meeting originally called may be transacted at any adjourned meeting at
         which a quorum is present.

                  SECTION 6.5 VOTING. On any matter submitted to a vote of Trust
         Participants, all Units then issued and outstanding and entitled to
         vote, irrespective of the class, shall be voted in the aggregate and
         not by class, except (a) when required by the Investment Company Act,
         Units shall be voted by individual class; and (b) when the matter
         affects an interest of less than all classes,


                                      -20-
<PAGE>



         then only Trust Participants under Participating Trusts which own Units
         of the affected class or classes shall be entitled to vote thereon. All
         matters shall be decided by a majority of the votes validly cast except
         as otherwise required by law or this Declaration. There shall be no
         cumulative voting in the election of Trustees.

                  SECTION 6.6 RULES AND PROCEDURES. The Trustees may adopt
         further rules and procedures for meetings and votes of Participants and
         related matters.



                                      -21-
<PAGE>




                                   ARTICLE VII

                   POWERS AND RESPONSIBILITIES OF THE TRUSTEES



                  SECTION 7.1 IN GENERAL. The business and affairs of the Trust
         shall be managed by the Trustees. The Trustees shall have all powers
         necessary or desirable (a) to carry out that responsibility, including
         the powers set forth in this Agreement and Declaration of Trust and all
         other powers reasonably incidental to the accomplishment of the
         purposes of this Trust and (b) to take whatever actions are required to
         be taken by a board of directors of an investment company registered
         under the Investment Company Act. Without limiting the generality of
         the foregoing, the Trustees shall act as the Trustees of the Trust and
         as the Trustees of each Full Participating Trust and shall have the
         powers and responsibilities set forth in this Article and elsewhere in
         this Agreement and Declaration of Trust.

                  SECTION 7.2 DEPOSITS. The Trustees shall have all powers
         necessary or desirable to deposit the funds of the Trust in any
         institution authorized by the banking laws of any State or territory of
         the United States or the District of Columbia, and to receive deposits,
         including any such institution which acts as investment advisor to the
         Trustees or in any other fiduciary capacity with respect to the Trust.
         Without limiting the generality of the foregoing, the Trustees are
         specifically empowered to make arrangements with any bank or trust
         company for the deposit, custodianship, safekeeping or investment of
         the assets of the Trust.

                  SECTION 7.3 BORROWING. The Trustees shall have all powers
         necessary or desirable to borrow money; to make, execute and issue
         promissory notes and other obligations of the Trust for monies
         borrowed; and to secure the payment of any such instrument, or by other
         lien upon, assignment, pledge, deposit or hypothecation of all or any
         part of the real or personal property, interest, rights, franchises, or
         privileges of the Trust.

                  SECTION 7.4 PURCHASE AND SALE. Subject to the provisions of
         Section 8.3(c), the Trustees shall have all powers necessary or
         desirable to purchase, receive or subscribe for any securities or other
         property and retain in trust such securities or other property, and to
         sell the same for cash or on credit, to grant or purchase options,
         convert, redeem, exchange for other securities or other property, to
         write call options against any securities or other property or other
         forms of options directly related to any call option outstanding, to
         enter into stand-by agreements for future investment, either with or
         without a stand-by fee, or otherwise to dispose of any securities or
         other property at any time held by the Trust.

                                      -22-
<PAGE>

                  SECTION 7.5 LITIGATION. Subject to the provisions of Section
         8.3(c), the Trustees shall have all powers necessary or desirable to
         settle, compromise or submit to arbitration any claims, debts, or
         damages, due to owing to or from the Trust; to commence or defend suits
         or legal proceedings; and to represent the Trust in all suits or legal
         proceedings in any court of law or equity or before any other body or
         tribunal.

                  SECTION 7.6 RIGHTS UNDER SECURITIES OR OTHER PROPERTY. Subject
         to the provisions of Section 8.3(c), the Trustees shall have all powers
         necessary or desirable to exercise any conversion privilege and/or
         subscription right available in connection with any securities or other
         property at any time held by the Trust; to oppose or to consent to the
         reorganization, consolidation, merger or readjustment of the finances
         of any corporation, company or association, or to the sale, mortgage,
         pledge or lease of the property of any corporation, company or
         association whose securities may at any time be held by the Trust and
         to do any act with reference thereto including the exercise of options,
         the making of agreements or subscriptions and the payment of expenses,
         assessments or subscriptions, which may be necessary or advisable in
         connection therewith, and to hold and retain any securities or other
         property which the Trust may so acquire; and to deposit any property
         with any protective, reorganization or similar committee, and to pay
         such committee and pay any assessments levied with respect to property
         so deposited.

                  SECTION 7.7 PROXIES. Subject to the provisions of Section
         8.3(c), the Trustees shall have all powers necessary or desirable to
         exercise, personally or by general or by limited power of attorney, any
         right including the right to vote, appurtenant to any securities or
         other property held by it at any time.

                  SECTION 7.8 REAL ESTATE. Subject to the provisions of Section
         8.3(c), The Trustees shall have all powers necessary or desirable to
         manage, administer, operate, lease for any number of years, regardless
         of any restrictions on leases made by fiduciaries, develop, improve,
         repair, alter, demolish, mortgage, pledge, grant options with respect
         to, or otherwise deal with any real property or interest therein at any
         time held by the Trust, and to hold any such real property in the name
         of the Trust or in the name of the nominee, with or without the
         addition of words indicating that such property is held in a fiduciary
         capacity, all upon such terms and conditions as may be deemed necessary
         or advisable. To renew or extend or participate in the renewal or
         extension of any mortgage, upon such terms as may be deemed necessary
         or advisable, and to agree to a reduction in the rate of interest on
         any mortgage or to any other modification or change in the terms of any
         mortgage or of any guarantee pertaining thereto in any manner and to
         any extent that may be deemed necessary or advisable for the protection
         of the Trust Fund or the preservation of the value of the investment;
         to waive any default, whether in the performance of any covenant or
         condition of any mortgage or in the performance of any guarantee, or to
         enforce any such default in such


                                      -23-
<PAGE>

         manner and to such extent as may be deemed necessary or advisable; to
         exercise and enforce any all rights of foreclosure, to bid in property
         on foreclosure, to take in lieu of foreclosure with or without paying
         consideration therefor and in connection therewith to release the
         obligation on the bond secured by such mortgage; and to exercise and
         enforce in any action, suit or proceedings at law or in equity any
         rights or remedies in respect to any such mortgage or guarantee.

                  SECTION 7.9 HOLD ASSETS UNINVESTED. Subject to the provisions
         of Section 8.3(c), the Trustees shall have all powers necessary or
         desirable to hold part or all of the assets of the Trust uninvested.

                  SECTION 7.10 NOMINEES. The Trustees shall have all powers
         necessary or desirable to register any securities held by the Trust
         hereunder in the name of the Trust or in the name of a nominee with or
         without the addition of words indicating that such securities or other
         property in a depository or clearing corporation.

                  SECTION 7.11 FORM CORPORATIONS AND TRUSTS. The Trustees shall
         have all powers necessary or desirable to form corporations and to
         create trusts to hold title to any securities or other property, all
         upon the terms and conditions as may be deemed advisable.

                  SECTION 7.12 LENDING SECURITIES. The Trustees shall have all
         powers necessary or desirable to loan any securities to brokers or
         dealers and to secure the same in any manner, and during the term of
         any such loan to permit the loaned securities to be transferred unto
         the name of and voted by the borrower or others; and to hold and
         administer any securities or other property with respect to which the
         foregoing powers have or may be exercised, including any security or
         collateral received by the Trustees, in any sub-account which may be
         invested in securities or other property of different types than the
         securities or other property of different types than the securities or
         other property otherwise held in the Investment Fund subject to the
         foregoing powers.

                  SECTION 7.13 INSTRUMENTS. Subject to the provisions of Section
         8.3(c), The Trustees shall have all powers necessary or desirable to
         make, execute and deliver, as Trustees, any and all deeds, leases,
         mortgages, conveyances, waivers, releases or other instruments in
         writing necessary or desirable for the accomplishment of any of the
         foregoing powers.

                  SECTION 7.14 SERVICE CORPORATIONS. Without limitation of the
         authority granted in this Article, the Trustees may form a corporation
         or corporations and retain the stock thereof in the Trust. The
         formation of such corporation or corporations shall be for the purpose
         of providing through such corporation or corporations (a) such
         advisory, recordkeeping or other services as the Trustees may deem
         necessary or desirable for the operation of the Trust and (b) such


                                      -24-
<PAGE>






         services as they may deem necessary or advisable to perform for Full
         Participating Trusts as provided in this Agreement and Declaration of
         Trust , or for others.

                  SECTION 7.15 CONSTRUCTION. The Trustees shall have the power
         to construe any provision of this Agreement and Declaration of Trust
         and any Participation Agreements and to determine questions of fact
         which may arise hereunder or thereunder. The Trustees shall have no
         power to construe any provision of a Plan of Participation, and the
         construction of any such provision shall be the sole responsibility of
         the Employer Fiduciaries; provided, however, that each Plan of
         Participation shall be subject to the provisions of the Agreement and
         Declaration of Trust.

                  SECTION 7.16 AUTHORIZATION FOR ACTION RELATING TO STATE OR
         FEDERAL LAWS. Without limitation of the powers otherwise granted to the
         Trustees hereunder, the Trustees shall be authorized and empowered to
         take such action as they may be deem necessary so that the operation
         and administration of the Trust, or any aspect of such operation and
         administration, shall be consistent with any applicable state or
         federal law or ruling of a state or federal administrative agency;
         provided, however, that any such action shall be consistent with
         provisions of ERISA.

                  SECTION 7.17 RETENTION OF CONSULTANTS OR ADVISORS. The
         Trustees, acting as Trustee Administrator in accordance with Section
         14.4, shall appoint an Enrolled Actuary who shall advise the Trustees
         on all technical matters of an actuarial nature and shall have all
         other duties of an Enrolled Actuary under ERISA with respect to the
         Trust and the Plans of Participation. The Trustees may appoint a
         medical board, which may consist of one or more physicians which shall
         have charge of and supervision over all medical examinations required
         in connection with the operation of the Trust. The Trustees may also
         appoint such other consultants, or advisors, including investment
         advisors and counsel, as they may see fit.

                  SECTION 7.18 ACTUARIAL TABLES. The Trustees shall from time to
         time upon the advice of the Enrolled Actuary adopt for the Trust and
         the Plans of Participation such actuarial assumptions and tables as the
         Trustees shall deem necessary or advisable. On the basis of such
         actuarial assumptions and tables as the Trustees adopt, the Enrolled
         Actuary shall make an annual valuation of the assets and liabilities of
         the Plans of Participation.

                  SECTION 7.19 CONTRIBUTIONS, BENEFITS. The Trustees shall have
         all powers necessary or desirable to receive contributions and to
         disburse to Participants and their beneficiaries the benefits provided
         under this Agreement and Declaration of Trust and a Full Participating
         Employer's Plan of Participation upon application made beneficiary
         provided to the Trustees in accordance with Section 14.3. Without
         limiting on behalf of a Participant or the generality of the


                                      -25-
<PAGE>




         foregoing, the Trustees are empowered to (a) transfer or roll-over from
         the Units, of a Plan of Participation amounts held with respect to a
         Participant or beneficiary under such Plan to an individual retirement
         account or to another plan which is qualified under Section 401(a) of
         the Code and (b) transfer or roll-over amounts held with respect to a
         Participant or beneficiary under an individual retirement account to
         another individual retirement account. The Trustees shall make any such
         transfer or roll- over only on the direction of the Employer
         Fiduciaries of such Plan which shall be deemed to incorporate the
         certification of such fiduciaries that such transfer or roll-over
         conforms to the provisions of the Code and such transferee account or
         plan and shall have no responsibility or liability for such transfer or
         roll-over or with respect to the terms and conditions of any such
         transferee account or plan.

                  SECTION 7.20 CONTRACTS WITH INSURANCE COMPANIES. The Trustees
         shall have power to make, enter into, amend, perform, enforce or
         terminate, in whole or in part, suitable contracts with insurance
         companies, whereby such companies will underwrite the payment of all or
         part of the benefits herein provided to be paid; and to deliver to such
         companies all or such part of the contributions collected from the
         Participants and the Full Participating Employers as are deemed proper
         by the Trustees. Any such contract may be held, for the purpose of
         providing solely for the funding of benefits under such Plan or Plans
         of Participation, as may be designated by the Trustees.




                                      -26-
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                                  ARTICLE VIII

                                   INVESTMENT



                  SECTION 8.1 INVESTMENT FUNDS, FUND GUIDELINES AND
         CLASSIFICATIONS.

                           (a) The Trustees shall divide the Units for the
                  purposes of investment into such number of Investment Fund, as
                  they may deem desirable in accordance with Section 3.1. The
                  Trustees shall establish such Fund Guidelines as they may deem
                  desirable to govern the investment policy to be followed with
                  respect to each Investment Fund by the Trustees or by the
                  Investment Manager having investment authority over such
                  Investment Fund. Such Fund Guidelines may establish the
                  investment policy and objectives of an Investment Fund in
                  terms of authorized types or classifications of securities or
                  other property, of types or styles of investment management,
                  or such other investment criteria or limitations as the
                  Trustees may determine.


                           (b) Without limitation of any other authority of the
                  Trustees under this Agreement and Declaration of Trust, the
                  Trustees may retain such advisors or consultants as they may
                  deem necessary or desirable in order to assist them in the
                  selection of Investment Managers, in any allocations,
                  classifications and establishment of guidelines contemplated
                  in this Section or in the review, evaluation, and monitoring
                  of any Investment Fund managed by the Trustees, if any.


                  SECTION 8.2 DISCRETION TO INVEST. The assets of each
         Investment Fund shall be invested by the Trustees or by an Investment
         manager designated by the Trustees to manage such Investment Fund in
         accordance with Section 8.3 in the sole and absolute discretion of the
         Trustees or such Investment Manager, as the case may be, in such
         securities or other property as they may deem appropriate under the
         requirements of ERISA for the investment of such Investment Fund,
         subject, however, to such Fund Guidelines as the Trustees may establish
         with respect to such Investment Fund in accordance with Section 8.1.
         Subject to the provisions of the foregoing sentence, the term
         "securities or other property" shall be deemed to refer to any
         property, real or personal, or part interest therein, wherever situate,
         including but without being limited to governmental, corporate or
         personal obligations, trust and participation certificates, leaseholds,
         fee titles, mortgages and other interests in realty preferred and
         common stocks, shares of investment companies, certificates of deposit,
         call options as provided in Section 7.4 or any other option,
         partnership interests, contracts relating to the lending of property,
         futures contracts including contracts for the purchase or sale of
         commodities, variable amount notes, repurchase agreements, evidences of


                                      -27-
<PAGE>



         indebtedness or ownership in foreign corporations or indebtedness of
         foreign governments or any other evidences of indebtedness or
         ownership.

                  SECTION 8.3 MANAGEMENT AND CONTROL OF INVESTMENT FUNDS.

                           (a) DESIGNATION OF INVESTMENT MANAGERS. The Trustees
                  may designate an Investment Manager to manage and control
                  (including the power to acquire and dispose of) the assets of
                  any of the Investment Funds or may retain as Trustees the
                  management and control of any of the Investment Funds. To the
                  extent provided in Article XVII, the Trustees shall direct the
                  manner of allocation of assets between the Investment Funds
                  and may direct the transfer of assets between or among any
                  such Investment Funds on reasonable prior notice to any
                  affected Investment Manager. The Trustees shall be the named
                  fiduciaries of each Plan of Participation, within the
                  contemplation of ERISA, for the purpose of designating
                  Investment Managers in accordance with the provisions of this
                  Section.


                           (b) QUALIFICATION OF INVESTMENT MANAGERS. Any
                  Investment Manager shall be either (i) an investment adviser
                  registered as such under the Investment Advisers Act of 1940;
                  or (ii) a bank, as defined in that Act; or (iii) an insurance
                  company qualified to perform investment management services
                  under the laws of more than one state. Any Investment Manager
                  shall in writing certify to the Trustees that it is qualified
                  to act in such capacity under clause (i), (ii) or (iii) of the
                  preceding sentence, shall accept its appointment as such
                  Investment Manager, shall acknowledge that it is a fiduciary
                  under this Agreement and Declaration of Trust and the Plans,
                  shall certify the identity of the person or persons authorized
                  to give instructions or directions on its behalf, and shall
                  undertake to perform the duties imposed on it under this
                  Agreement and Declaration of Trust.


                           (c) POWERS AND RESPONSIBILITIES OF INVESTMENT
                  MANAGERS. The Investment Manager designated to manage any
                  Investment Fund shall have exclusive authority to manage,
                  acquire and dispose of any assets of such Fund. The Trustees
                  shall exercise the powers set forth in Sections 7.4, 7.5
                  (where such power relates to an investment subject to the
                  management of an Investment Manager), 7.6, 7.7, 7.8, 7.9 and
                  7.13 only when, if and in the manner directed in writing by
                  such Investment Manager.


                           An Investment Manager shall have the power and
                  authority to be exercised in its sole discretion at any time
                  and from time to time issue orders for the purchase or sale of
                  securities directly to a broker. Upon the


                                      -28-
<PAGE>



                  directions of the Investment Manager, the Trustees shall
                  execute and deliver appropriate trading authorizations, but no
                  such authorization shall be deemed to increase the liability
                  or responsibility of the Trustees under this Agreement and
                  Declaration of Trust. The Trustees shall have authority to
                  establish such trading rules or guidelines applicable to the
                  Investment to the Investment Managers as they may deem
                  necessary or desirable.


                           (d) RESPONSIBILITIES RELATING TO INVESTMENT FUNDS
                  INVESTED BY INVESTMENT Managers. The Trustee shall not be
                  under any obligation to invest or otherwise manage any assets
                  of any Investment Fund subject to the management of any
                  Investment Manager. Unless the Trustees participate knowingly
                  in, or knowingly undertake to conceal, an act or omission of
                  an Investment Manager, knowing such act or omission to be a
                  breach of the fiduciary responsibility of such Investment
                  Manager, the Trustees shall be under no liability for any loss
                  of any kind which may result (i) by reason of any action taken
                  by them in accordance with any direction of such Investment
                  Manager, (ii) by reason of their failure to exercise any power
                  or authority because of the failure of such Investment Manager
                  to give directions in accordance with this Section 8.3, or
                  (iii) by reason of any act or omission of an Investment
                  Manager under the second paragraph of Section 8.3(c).


                           (e) DEPOSITS WITH INVESTMENT MANAGER. Any Investment
                  Manager which is a bank may deposit assets of which it is
                  given custody in a deposit or savings account with itself or
                  an affiliate; provided, however, that any such deposit or
                  account shall bear a reasonable rate of interest.


                           (f) INVESTMENT IN COLLECTIVE FUND OF INVESTMENT
                  MANAGER WHICH IS A BANK. Any Investment Manager which is a
                  bank may invest any assets subject to its management in any
                  collective investment fund maintained by it for the investment
                  of assets of trusts which are exempt from taxation under
                  Section 501(a) of the Code. To the extent of such investment,
                  the terms of any instrument establishing such collective
                  investment fund shall be a part of this Agreement and
                  Declaration of Trust and of the Plans maintaining an interest
                  in any Investment Fund invested in accordance with this
                  subsection (f).


                           (g) AUTHORIZATION OF INVESTMENT MANAGERS TO EXERCISE
                  SPECIFIC POWERS. Notwithstanding the foregoing provisions of
                  this Section 8.3, the Trustees may designate an Investment
                  Manager (i) to exercise (or direct the Trustees in the
                  exercise of) the powers set forth in Section 7.12, or (ii) to
                  invest assets on a short-term or temporary basis pending
                  permanent


                                      -29-
<PAGE>




                  investment or distribution, with respect to any Investment
                  Fund or any portion thereof. In the event of a designation
                  under this subparagraph, the Investment Manager or Managers
                  designated generally to manage such Fund pursuant to Section
                  8.3(c) shall, subject to the requirements of ERISA, have no
                  responsibility or liability with respect to the authorities
                  vested in any Investment Manager designated under this
                  subsection. The provisions of Section 8.3(f) shall be
                  applicable to any Investment Manager designated under this
                  subsection (g) which is a bank.


                                      -30-
<PAGE>


                                   ARTICLE IX

                              OFFICERS OF THE TRUST



                  SECTION 9.1 CHAIRMAN AND AUTHORIZED OFFICERS. The Trustees may
         elect a Chairman (who may or may not be an officer of the Trust), and
         shall elect a President, one or more Vice Presidents, a Secretary, a
         Treasurer and an Auditor, together with such other officers as they may
         see fit and may delegate to and allocate among such officers any
         specified fiduciary responsibilities. The officers of the Trust shall
         report to the Trustees on a regular basis, not less often than
         annually, as determined by the Trustees, on the performance of their
         responsibilities in connection with the Trust. Any two or more offices
         may be held by the same person except that the office of Secretary
         shall not be held by the Chairman or by the President.

                  SECTION 9.2 POWERS OF OFFICERS. The officers of the Trust
         shall have such fiduciary responsibilities as may be delegated to or
         allocated among them by the Trustees under this Agreement and
         Declaration of Trust and shall have all powers reasonably incidental to
         the performance of such fiduciary responsibilities. Without limiting
         the generality of the foregoing, the officers of the Trust so
         designated (a) shall approve, on behalf of the Trustees, any Plan of
         Participation or amendment thereof pursuant to Article XV, and (b) may
         retain agents to perform any ministerial acts in connection with the
         operation and administration of the Trust and shall provide such agents
         with such framework of policies, rules, guidelines, interpretations,
         practices and procedures as they may deem necessary or desirable. The
         Trustees and officers of the Trust may rely upon any information, data,
         computations, statistics, reports or analyses supplied by any agents so
         designated.

                  SECTION 9.3 RETENTION OF SERVICING AGENCIES. Without
         limitation of the foregoing provisions of this Article IX, the Trustees
         may delegate to the Chairman and/or President of the Trust the
         authority to designate and retain in his sole discretion servicing
         agencies to perform such types of services as may be specified by the
         Trustees, other than services relating to the selection of the
         Investments of the Trust, including but not limited to, recordkeeping,
         custody, transfer agent, fund distribution, accounting, administration,
         banking or office services.






                                      -31-
<PAGE>

                                    ARTICLE X

                                   ACCOUNTING



                  SECTION 10.1 TRUSTEES' ACCOUNTS. The Trustees shall keep full
         accounts of all of their receipts and disbursements.

                  SECTION 10.2 AUDITS AND REPORTS OF INVESTMENT PORTFOLIOS. At
         least once during each period of 12 months the Trustees shall cause an
         audit to be made of the Trust by independent certified public
         accountants and shall provide copies of such audits to the Trust
         Participants or the Investment Fiduciary (as determined by the
         Participating Employer) on an annual basis. The Trustees shall make
         such reports a required by law.

                  SECTION 10.3 ACCOUNTS OF PARTICIPATING TRUSTS. The Trustees
         shall maintain a separate account or accounts on the books of the Trust
         for each Participating Trust. All transactions for such participating
         Trust shall be recorded by the Trustee in such account(s). Statements
         showing transactions of and the number of Units held by each
         Participating Trust shall be rendered by the Trustees to the Trust
         Participants or the Investment fiduciary (as determined by the
         Participating Employer) thereof on a regular periodic basis as
         determined by the Trustee from time to time, but not less often than
         annually.

                  Separate accounts referred to in this Section 10.3 and the
         audits referred to in Section 10.2 shall constitute the report of the
         Trustees with respect to each Participating Trust. Except to the extent
         otherwise required by applicable law, the Trustees shall not have any
         obligation to render any other report or accounting to any person.
         Unless the Trust Participant or Investment Fiduciary shall have filed
         with the Trustees written acceptances or objections to any such report
         within 60 days after receipt thereof, such Trust Participant or
         Investment Fiduciary, as the case may be, shall be deemed to have
         approved such report, and in such case or upon written approval by the
         Trust Participant or Investment Fiduciary, as the case may be, of any
         such report, the Trustees shall, to the maximum extent permitted by
         ERISA, be forever released and discharged with respect to all matters
         and things embraced in such report. To the extent permitted by ERISA,
         in the event of objections to any such report, the Trustees shall apply
         to a court of competent jurisdiction for the judicial settlement of the
         Trustees', account, as set forth in the reports of the Trustees, and in
         any such action or proceeding, it shall be necessary to join as parties
         only the Trustees, Participating Employers, Trust Participants and
         Investment Fiduciaries if any; and any judgment or decree which may be
         entered shall be conclusive.


                                      -32-
<PAGE>




                                   ARTICLE XI

                        TAXES, EXPENSES AND COMPENSATION



                  SECTION 11.1 TAXES. The Trustees shall deduct from and charge
         against the Trust any taxes paid by them which may be imposed upon the
         Trust or the income thereof or which the Trustees may be required to
         pay with respect to the interest of any Participating Trust, equitably
         allocating the same among the various Investment Funds.

                  SECTION 11.2 EXPENSES AND TRUSTEES' COMPENSATION. The Trustees
         may charge against the Trust the fees and expenses incurred by them in
         the administration of the Trust, including without limitation, interest
         expense; expenses of valuing assets; fees of any person or entity
         (including the Trustees or any service corporation established pursuant
         to Section 7.14) providing consultation, investment advisory or
         management services to the Trust; fees and commissions of every kind;
         expenses of issue, withdrawal and exchange of Units; expenses of
         registration and qualification of the Trust and its Units under federal
         and state laws and regulations; fees and disbursements of independent
         certified public accountants and counsel; fees and expenses of
         custodians, transfer agents and registrars; expenses of preparing,
         printing and mailing prospectuses, reports, proxies, notices and
         statements sent to Participating Trusts; expenses of meetings of Trust
         Participants; insurance expenses; association membership dues and such
         non-recurring items as may arise, including litigation to which the
         Trust is a party and for all losses and liabilities, incurred by it in
         administering the Trust; and for the payment of such fees, expenses,
         disbursements, losses and liabilities, the Trustees shall have a lien
         on the Trust estate prior to any rights or interests of the
         Participating Trustees. Notwithstanding the preceding provisions of
         this Section, the Trustees shall allocate among and charge to
         Participating Employers for whom participating Trusts constituting
         individual retirement accounts described in Section 2.39(c) have been
         created, that portion, as determined by the Trustees in their sole
         discretion, of the fees and expenses incurred in the administration of
         the Trust with respect to such Participating Trusts that exceeds the
         portion of such expenses attributable to such accounts that is
         otherwise charged against the Trust in accordance with the preceding
         provisions of this Section.


                                      -33-
<PAGE>




                                   ARTICLE XII

                            AMENDMENT OR TERMINATION



                  SECTION 12.1 AMENDMENT. This Agreement and Declaration of
         Trust may be amended by the Trustees at any time or from time to time
         and in any respect; provided, however, that if such amendment amends
         Section 3.1. 3.2. 3.3 or 3.7, Article VI, or Section 12.2, 13.3 or
         13.5, such amendment shall be submitted to a vote of the Trust
         Participants and shall become effective upon approval of the Trust
         Participants. No such amendment shall divert any part of the Trust Fund
         that equitably belongs to any Participating Trust for purposes other
         than the exclusive benefit of the Participants and beneficiaries of the
         Plans funded thereunder at any time prior to the satisfaction of all
         liabilities with respect to such Participants. A copy of each
         amendment, approved by the Trustees, shall be mailed to each Trust
         Participant as soon as practicable after approval.

                  SECTION 12.2 DURATION AND TERMINATION. The Trust shall
         continue for such time as may be necessary to accomplish the purpose
         for which it was created; provided, however, that:

                           (a) The Trustees, with the approval of Trust
                  Participants which have voting authority over at least a
                  majority of the outstanding Units of any class of Units, may
                  sell and convey the assets of such class to another trust or
                  corporation organized under the laws of any state of the
                  United States for a consideration which may include the
                  assumption of all or a part of the outstanding obligations,
                  taxes and other liabilities, accrued or contingent, of the
                  class and which may include shares of beneficial interest or
                  stock or other securities of such trust or corporation. Upon
                  making provision for the payment of all such liabilities, by
                  such assumption or otherwise, the Trustees shall distribute
                  the remaining proceeds ratably among the Participating Trusts
                  owning outstanding Units of the class.


                           (b) The Trustees, with the approval of Trust
                  Participants who are beneficiaries of Participating Trusts
                  which have voting authority over at least a majority of the
                  outstanding Units of any class of Units, may terminate such
                  class. Upon such approval the Trustees shall sell and convert
                  into money all the assets of such class. Upon making provision
                  for the payment of all outstanding obligations, taxes and
                  other liabilities, accrued or contingent, of the class, the
                  Trustees shall distribute the remaining assets of the class
                  ratably among the Participating Trusts owning outstanding
                  Units of the class.


                                      -34-
<PAGE>


                           (c) Upon completion of the distribution of the
                  remaining proceeds or the remaining assets as provided in
                  subsections 12.2(a) and (b), the Trust shall terminate as to
                  that class and the Trustees shall, to the extent permitted
                  under applicable law, be discharged of any and all further
                  liabilities and duties hereunder and the right, title and
                  interest of all parties shall be cancelled and discharged.


                                      -35-
<PAGE>




                                  ARTICLE XIII

                   LIMITATION OF LIABILITY AND INDEMNIFICATION



                  SECTION 13.1 EXTENT OF TRUSTEES' RESPONSIBILITY. The Trustees
         shall discharge their duties under this Agreement and Declaration of
         Trust with the care, skill prudence and diligence under the
         circumstances then prevailing that a prudent man acting in a like
         capacity and familiar with such matters would use in the conduct of an
         enterprise of a like character and with like aims. The Trustees shall
         not be liable for any loss sustained by the Trust by reason of the
         purchase, retention, sale or exchange of any investment in good faith
         and in accordance with the provisions of this Agreement and Declaration
         of Trust and of any applicable law. The Trustee shall have no
         responsibility with respect to the terms, qualified status, operation
         or administration of any Plan, except to the extent provided with
         respect to Plans of Participation under Part III or Part IV.

                  SECTION 13.2 LIMITATION OF LIABILITY OF TRUSTEES. None of the
         Trustees shall be responsible for or liable in any event for neglect or
         wrongdoing of any other Trustees or of any officer, person, consultant,
         servicing or other agent, or investment advisor of the Trust, but
         nothing contained herein shall protect any of the Trustees against any
         liability to which he would otherwise be subject by reason of willful
         misfeasance, bad faith, gross negligence or reckless disregard of the
         duties involved in the conduct of his office.

                  SECTION 13.3 LIMITATION OF PARTICIPATING TRUSTS', TRUST
         PARTICIPANTS' AND PARTICIPATING AND EMPLOYERS' LIABILITY. The Trustees
         shall have no power to bind any Participating Trust, Trust Participant
         or Participating Employer personally or to call upon any Participating
         Trust or Trust Participant for the payment of any sum of money or
         assessment whatsoever other than such as the Participating Trust, Trust
         Participant or Participating Employer may at any time personally agree
         to pay by way of subscription for any Units or otherwise. Every note,
         bond, contract or other undertaking issued by or on behalf of the Trust
         or the Trustees relating to the Trust shall include a recitation
         limiting the obligation represented thereby to the Trust and its assets
         (but the omission of such a recitation shall not operate to bind any
         Participating Trust, Trust Participant or Participating Employer).

                  SECTION 13.4        INDEMNIFICATION OF TRUSTEES AND OFFICERS.

                           (a) The Trust shall indemnify any person who was or
                  is a party or is threatened to be made a party to any
                  threatened, pending or completed action, suit or proceeding
                  whether civil, criminal, administration or investigative
                  (other than an action by or in the right of the Trust) by
                  reason of the fact that he is or was a Trustee or officer of
                  the


                                      -36-
<PAGE>





                  Trust or is or was serving at the request of the Trustees as a
                  director, officer or employee of another corporation, or as an
                  official of a partnership, joint venture, trust or other
                  enterprise, against expenses (including attorneys' fees),
                  judgments, fines and amounts paid in settlement actually and
                  reasonably incurred by him in connection with such action,
                  suit or proceeding if he acted in good faith and in a manner
                  he reasonably believed to be in, or not opposed to, the best
                  interests of the Trust, and, with respect to any criminal
                  action or proceeding, and had no reasonable cause to believe
                  his conduct was unlawful. The termination of any action, suit
                  or proceeding by judgment, order, settlement, conviction, or
                  upon a plea of nolo contendere or its equivalent, shall not,
                  of itself, create a presumption that the person did not act in
                  good faith and in a manner which he reasonably believed to be
                  in, or not opposed to, the best interest of the Trust, and,
                  with respect to any criminal action or proceeding, that he had
                  reasonable cause to believe that his conduct was unlawful.


                           (b) The Trust shall indemnify any person who was or
                  is a party or is threatened to be made a party to any
                  threatened, pending or completed action or suit by or in the
                  right of the Trust to procure a judgment in its favor by
                  reason of the fact that he is or was a Trustee or officer of
                  the Trust or is or was serving at the request of the Trustees
                  as a director, officer or employee of another corporation, or
                  as an official of a partnership , joint venture , trust or
                  other enterprise, against expenses (including attorneys' fees)
                  actually and reasonably incurred by him in connection with the
                  defense or settlement of such action or suit if he acted in
                  good faith and in a manner he reasonably believed to be in, or
                  not opposed to, the best interests of the Trust; provided,
                  however, that no indemnification shall be made in respect of
                  any claim, issue or matter as to which such person shall have
                  been adjudged to be liable for negligence or misconduct in the
                  performance of his duty to the Trust unless and only to the
                  extent that an appropriate court shall determine upon
                  application that, despite the adjudication of liability but in
                  view of all the circumstances of the case, such person is
                  fairly and reasonably entitled to indemnity for such expenses
                  which the court shall deem proper.


                           (c) To the extent that a Trustee or officer of the
                  Trust has been successful on the merits or otherwise in
                  defense of any action, suit or proceeding referred to in
                  Section 13.4(a) or (b) or in defense of any claim, issue or
                  matter therein, he shall be indemnified against expenses
                  incurred by him in connection therewith.


                           (d) Except as provided in Section 13.4(c), any
                  indemnification under Section 13.4(a) or (b) (unless ordered
                  by a court) shall be made by


                                      -37-
<PAGE>




                  the Trust only as permitted under any applicable provisions of
                  Title I of ERISA, and as authorized in the specific case upon
                  a determination that indemnification of a Trustee or officer
                  is proper in the circumstances because he has met the
                  applicable standard of conduct set forth in Section 13.4(a) or
                  (b). Such determination shall be made (i) by the Trustees by a
                  majority vote of a quorum consisting of members who were not
                  parties to such action, suit or proceeding, or (ii) if such a
                  quorum is not obtainable, or, even if such a quorum is
                  obtainable and such quorum so directs, by independent legal
                  counsel in a written opinion, or (iii) by the Trust
                  Participants.


                           (e) Expenses (including attorney's fees) incurred in
                  defending a civil or criminal action, suit or proceeding may
                  be paid by the Trust in advance of the final disposition of
                  such action, suit or proceeding as authorized by the Trustees
                  upon receipt of an undertaking by or on behalf of the Trustee
                  or officer to repay such amount unless it shall ultimately be
                  determined that he is entitled to be indemnified by the Trust
                  as authorized in this Article; provided, however, that such an
                  undertaking must be secured by a surety bond or other suitable
                  insurance.


                           (f) The indemnification provided by this article
                  shall not be deemed exclusive of any other rights to which
                  those seeking indemnification may be entitled under any rule,
                  agreement, vote of Trust Participants or disinterested
                  Trustees or otherwise, both as to action in his official
                  capacity and as to action in any capacity while holding such
                  office, and shall continue as to a person who has ceased to be
                  a Trustee, or officer and shall inure to the benefit of the
                  heirs, executors and administrators of such a person.


                           (g) The Trust may purchase and maintain insurance on
                  behalf of any person who is or was a Trustee or officer of the
                  Trust or is or was a Trustee or officer of the Trust or is or
                  was serving at the request of the Trustees as a director,
                  officer or employee of another corporation, or as an official
                  of a partnership, joint venture, trust or other enterprise
                  against any liability asserted against him and incurred by him
                  in any such capacity, or arising out of his status as such,
                  whether or not the Trust would have the power to indemnify him
                  against such liability under the provisions of this Article;
                  provided, however, that the Trust shall not purchase or
                  maintain any such insurance in contravention of any of any
                  applicable provision, however, that the Trust shall not
                  purchase or maintain any such insurance in contravention of
                  any applicable provision of Title I of ERISA.


                           (h) Anything to the contrary in the foregoing
                  subsections (a) through (g) notwithstanding, no Trustee or
                  officer shall be indemnified


                                      -38-
<PAGE>



                  against any liability to the Trust or its Participating Trusts
                  to which he would otherwise be subject by reason of willful
                  misfeasance, bad faith, gross negligence or reckless disregard
                  of the duties involved in the conduct of his office, and no
                  Trustee or officer shall be indemnified in any other case in
                  which the Investment Company Act would restrict or prohibit
                  such indemnification.


                  SECTION 13.5 INDEMNIFICATION OF PARTICIPATING TRUSTS AND
         PARTICIPANTS. In case any Participating Trust or Trust Participant or
         former Participating Trust or Trust Participant shall be held to be
         personally liable solely by reason of his being or having been a
         Participating Trust or Trust Participant and not because of his acts or
         omissions or for some other reason, the Participating Trust or Trust
         Participant or former Participating Trust or Trust Participant (or its
         successor, in the case of the Participating Trust, or his heirs,
         executors, administrators or other legal representatives in the case of
         the Trust Participant) shall be entitled out of the Trust estate to be
         held harmless from and indemnified against all loss and expenses
         arising from such liability. The Trust shall, upon request by the
         Participating Trust or Trust Participant, assume the defense of any
         claim made against any Participating Trust or Trust Participant for any
         act or obligation of the Trust and satisfy any judgment thereon.

                  SECTION 13.6 CONTRACTS OF TRUSTEES. Except as otherwise
         provided by ERISA and the Investment Company Act, no contract or other
         transaction between the Trust and any party shall be affected or
         invalidated by the fact that any one or more of the Trustees is or are
         interested in, or is a trustee, director, officer or employee of such
         party and any Trustee or Trustees individually or jointly may be a
         party or parties to or may be interested in any contract or transaction
         of the Trust or in which the Trust is interested, and no contract, act
         or transaction of the Trust with any person or party shall be affected
         or invalidated by the fact that any Trustee or Trustees of the Trust is
         a party or are parties to or interested in such person or party and
         each and every person who may become a Trustee of the Trust is hereby
         relieved from any liability that might be otherwise exist from
         contracting with the Trust for the benefit of himself or any party in
         which he may be in any way interested.

                  SECTION 13.7 RELIANCE ON COMMUNICATION. The Trustees shall be
         fully protected in acting upon any instrument, certificate, paper or
         other communication believed by them to be genuine and to be signed or
         presented by the proper person or persons, and the Trustees shall be
         under no duty to make any investigation or inquiry as to any statement
         contained in any such writing but may accept the same as conclusive
         evidence of the truth and accuracy of the statements therein contained.

                  The Trustees shall not be liable for the proper application of
         any part of the Trust Fund if payments are made in accordance with the
         written directions of


                                      -39-
<PAGE>




         the Employer Fiduciaries or on the basis of information supplied by
         them as herein provided, nor shall the Trustees be responsible for the
         adequacy of the Trust Fund to meet and discharge any and all payments
         and liabilities under any Plan of Participation. All persons dealing
         with the Trustees are released from inquiry into the decision or
         authority of the Trustees and from seeing to the application of any
         monies, securities or other property paid or delivered to the Trustees.


                                      -40-
<PAGE>




                                    PART III

                             PLANS OF PARTICIPATION

                                   ARTICLE XIV

                          FULL PARTICIPATING EMPLOYERS



                  SECTION 14.1 REQUIREMENTS FOR PARTICIPATION-GENERALLY. An
         Eligible Employer which has adopted a Plan of Participation approved by
         the Trustees in accordance Article XV, and delivered Adopting
         Resolutions containing the undertakings and agreements specified in
         Section 14.2, may, with the consent of the Trustees, become a Full
         Participating Employer.

                  SECTION 14.2 Adopting Resolutions. Any Eligible Employer
         desiring to become a Full Participating Employer shall file with the
         Trustees Adopting Resolutions, under which it shall or shall agree to:

                           (a) adopt this Agreement and Declaration of Trust as
                  a part of its Plan of Participation and designate the Trustees
                  to act as the Trustees thereof;


                           (b) comply with this Agreement and Declaration of
                  Trust and any amendment thereof and any and all actions
                  lawfully taken by the Trustees thereunder;


                           (c) designate named fiduciaries and plan
                  administrators in accordance with Sections 14.3 and 14.4 and
                  to maintain in office such named fiduciaries and plan
                  administrators, or their duly designated successors, so long
                  as its Plan of Participation in the Trust shall continue;


                           (d) make the contributions required of Full
                  Participating Employers;


                           (e) deduct from the salaries of employees who may
                  become Participants in is Plan of Participants, and to
                  transmit such contribution to the Trustees, so long as its
                  Plan of Participation in the Trust shall continue;


                           (f) elect, if applicable and if it so desires, that
                  its Units shall be allocated between the Investment Funds in
                  accordance with Section 17.3(b);


                                      -41-
<PAGE>


                           (g) elect, if applicable and if it so desires, that,
                  the actuarial assumptions and/or valuation method shall be
                  established in accordance with Section 16.2(b);


                           (h) establish if applicable, any special conditions
                  of participation required by the Trustees in accordance with
                  Section 15.4.


                  The Trustees may modify or add to the provisions required to
         be contained in the Adopting Resolutions and may waive any provisions
         thereof with respect to Plans of Participation.

                  SECTION 14.3      NAMED FIDUCIARIES.

                           (a) Each Full Participating Employer shall duly
                  designate the following named fiduciaries who shall have the
                  authority to control and manage the operation and
                  administration of its Plan of Participation:


                                    (i) The Trustees shall be designated as a
                            named fiduciary of each Plan of Participation to
                            perform with respect to such Plan of Participation
                            the functions specified in this Agreement and
                            Declaration of Trust; and


                                    (ii) A person or persons other than the
                            Trustees shall be designated as Employer Fiduciaries
                            to perform with respect to such Plan of
                            Participation the functions specified in this
                            Agreement and Declaration of Trust and/or in the
                            Plan of Participation and Adopting resolutions.


                           (b) In addition to the designations required under
                  Section 4.3(a), a person or persons other than the Trustees
                  shall be designated as Investment Fiduciary to perform with
                  respect to a Plan of Partial Participation the functions
                  specified in this Agreement and Declaration of Trust and/or in
                  the Plan of Participation and Adopting Resolutions. In the
                  event the Plan of Participation established by a Full
                  Participating Employer is not a Plan of Partial Participation,
                  a person or persons other than the Trustees may be designated
                  as Investment Fiduciary to perform the functions specified in
                  this Agreement and Declaration of Trust and/or in the Plan of
                  Participation and Adopting Resolutions. If so specified in the
                  Adopting Resolutions, the Employer Fiduciaries designated in
                  accordance with Section 14.3(a)(ii) may be designated to act
                  as Investment Fiduciary. The term "Employer Fiduciaries" as
                  used in Section 14.3(c), (d), (e) and (f) and Article XVIII
                  shall include any Investment Fiduciary designated under this
                  subsection.

                                      -42-
<PAGE>


                           (c) Except to the extent provided by ERISA, neither
                  the Trustees nor any Employer Fiduciaries shall have any
                  liability or responsibility for any action or omission by the
                  other. The designation of the Trustees as named fiduciary of a
                  Plan of Participation as provided in this Section 14.3 shall
                  neither increase nor diminish the responsibilities of the
                  Trustees acting in their capacity as Trustees of the Trust and
                  of each Full Participating Trust in accordance with the
                  provisions of this Agreement and Declaration of Trust.


                           (d) Each Participating Employer shall certify to the
                  Trustees the identity of its Employer Fiduciaries, and the
                  Trustees shall be fully protected in acting in reliance upon
                  any such certification and in continuing to act in reliance
                  thereon until it shall have received a subsequent
                  certification. The Employer Fiduciaries shall acknowledge to
                  the Trustees in writing their acceptance of designation as
                  such fiduciaries, and the Trustees shall be fully protected in
                  relying and in continuing to rely on such acknowledgments
                  until they shall receive written notification that any
                  Employer Fiduciary has ceased to act as such.


                           (e) Any Employer Fiduciary may, without increase or
                  decrease of liability, be constituted and act with respect to
                  any Plan of Participation as and under the name of a board,
                  committee or other body. Any reference to Employer
                  Fiduciaries, their identities, their term of office,
                  procedures and other rules relating to their incumbency shall
                  be established by the Participating Employer and incorporated
                  in its Adopting Resolutions and/or Plan of Participation, and
                  the Trustees shall have no liability or responsibility
                  therefor. The Participating Employer and its Employer
                  Fiduciaries shall agree with the Trustees upon the manner in
                  which any actions of such Employer Fiduciaries, acting
                  individually or as a committee or other body, shall be
                  evidenced and the Trustees and all other persons may rely upon
                  any instrument or document executed in a manner provided in
                  such agreement.


                           (f) The Employer Fiduciaries shall have the
                  responsibilities and powers not inconsistent with this
                  Agreement and Declaration of Trust specified in the Adopting
                  Resolutions and/or Plan of Participation of the Full
                  Participating Employer which has designated them. In addition
                  to any other responsibilities so specified, the Employer
                  Fiduciaries shall be responsible for providing the Trustees
                  with information reasonably required by them in order to
                  determine the benefits of each Participant in the Full
                  Participating Employer's Plan of Participation or such
                  Participant's beneficiary and the amount required to be
                  contributed by the Participating employer, including, without
                  limitation, information relating to age, dates of employment,
                  compensation as the same may be changed


                                      -43-
<PAGE>




                  from time to time, leave of absence or military absence
                  status, Social Security status, termination of employment, and
                  the amount of and any investment designations applicable under
                  the Plan of Participation with respect to contributions of the
                  Participating Employer or Participants or such Participants'
                  beneficiaries. The Trustees may require any additional
                  information as they may deem necessary or desirable. On the
                  basis of such information, the Trustees shall determine the
                  amount of benefits to which a Participant or such
                  Participant's beneficiary is entitled under the Plan of
                  Participation and shall provide the Employer Fiduciaries with
                  appropriate application or election forms required in order to
                  effectuate such benefits. The Employer Fiduciaries shall be
                  responsible for providing Participants or such Participants'
                  beneficiaries, on a timely basis, with any information or
                  forms provided to them by the Trustees.


                           (g) Any Plan of Participation (i) adopted by a Full
                  Participating Employer on or after August 31, 1984 or (ii)
                  amended and restated on or after October 1, 1989, shall
                  contain a claims procedure as contemplated by ERISA, which
                  shall, without limitation, provide for the hearing of claims
                  appeals by those Employer Fiduciaries who did not render an
                  initial decision with respect to such claim.


                  SECTION 14.4 ADMINISTRATION. Each Full Participating Employer
         shall designate Administrators to act on behalf of the Plan of
         Participation of such Full Participating Employer. Such Administrators
         shall be responsible for complying with the provisions of ERISA
         pertaining to such office. The duties of the Administrators shall be
         allocated between the Trustee Administrator and the Plan Administrator
         as provided in this Section 14.4. The Trustees shall be designated as
         the Trustee Administrator. Such Trustee Administrator shall have the
         power and responsibilities to: (a) designate the Enrolled Actuary with
         respect to such Plan of Participation, (b) remit premiums for plan
         termination insurance and (c) file all reports required by the
         Department of Labor, the Internal Revenue Service or the Pension
         Benefit Guaranty Corporation which pertain to such Participating
         Employer's Plan of Participation or supply the Plan Administrator with
         such reports with instructions for filing the same.

                  Each Full Participating Employer shall designate a person or
         persons other than the Trustees as Plan Administrator. Such Plan
         Administrator shall have the power and responsibility to: (i) furnish
         summary plan descriptions, annual reports and other notifications and
         disclosure statements to Participants and beneficiaries, (ii) maintain
         records and addresses of Participants and beneficiaries, (iii)
         designate any independent qualified accountant required to act with
         respect to such Plan of Participation under ERISA, (iv) provide
         notification of determinations under the claim procedure of such Plan
         of Participation and (v) receive service of process on the Plan of
         Participation. The Plan Administrator


                                      -44-
<PAGE>





         shall also have the power and responsibility to fulfill those duties
         allocated to the Plan Administrator under Article XXIV with regard to
         any Company Securities held by the Trustees/Custodian on behalf of the
         Plan of Participation. The Trustees shall, at the request of the Plan
         Administrator, provide any information available to them which such
         Plan Administrator requires to comply with ERISA, and may agree to
         prepare any reports, forms, descriptions, summaries or other documents
         for the use of the Plan Administrator.

                  Notwithstanding the foregoing, any, Full Participating
         Employer, may provide for such other allocation of the powers and
         duties of the Administrator between the Trustee Administrator and the
         Plan Administrator designated by it and may provide for additional
         powers and duties of the Trustee Administrator or the Plan
         Administrator as may be acceptable to the Trustees and specified in the
         Adopting Resolutions of such Full Participating Employer. Except to the
         extent provided by ERISA, neither the Trustee Administrator nor any
         Plan Administrator shall have any liability or responsibility for any
         action or omission by the other. The Plan Administrator or the Trustee
         Administrator may execute any documents or certificates as the
         Administrator of a Plan of Participation, and any party dealing with
         such Plan of Participation may rely on such execution as the act of the
         Administrator thereof.

                  SECTION 14.5 PARTICIPATION BY SUBSIDIARIES OR AFFILIATES OF
         PARTICIPATING EMPLOYERS. Any Eligible Employer which is a subsidiary or
         affiliate of a Full Participating Employer may, with the consent of the
         Trustees and of such Full Participating Employer, by resolution adopted
         by its governing body ("Affiliate Adopting Resolutions"), adopt the
         Trust and the Plan of Participation of such Participating Employer in
         accordance with the provisions of this Section 14.5 and upon such terms
         and conditions as may be specified in such Plan of Participation. The
         Plan established by a Participation Affiliate through its adoption of a
         Plan of Participation as provided in this Section 14.5 is hereinafter
         referred to as an "Affiliated Plan of Participation". Any eligible
         organization desiring to become a Participating Affiliate shall file
         with the Trustees Affiliate Adopting Resolutions which meet the
         requirements set forth on Section 14.2, as applied and modified by the
         Trustees mutatis mutandis with respect to such Participating Affiliate;
         provided, however, that (a) no such Participating Affiliate shall be
         treated as a Full Participating Employer hereunder, (b) Sections
         14.2(e) and (f) shall be inapplicable with respect to such
         Participating Affiliate, (c) the Participating Affiliate shall accept
         and designate as the named fiduciaries and plan administrators with
         respect to its Affiliated Plan of Participation, the named fiduciaries
         and Plan Administrator designated by the Full Participating Employer
         which had established the Plan of Participation, and (d) the
         Participating Affiliate shall designate the Full Participating Employer
         to exercise on its behalf with respect to a Plan of Participation. The
         named fiduciaries and plan administrators so designated shall act with
         respect to the Affiliated Plan of Participation with the same powers
         and responsibilities as apply with respect to the Plan of



                                      -45-
<PAGE>



         Participation. All reference in this Agreement and Declaration of Trust
         to employees of the Full Participating Employer shall be deemed to
         include the employees of each Participating Affiliate. The benefits of
         an Affiliated Plan of Participation shall be funded under and as a part
         of the Plan Interest in the Trust of the Plan of Participation adopted
         under this Section 14.5.

                  Any Participating Affiliate may at any time segregate from
         future participation in the Plan Interest of the Plan of Participation
         which it has adopted. Such Participating Affiliate shall file with the
         Trustees Affiliate Adopting Resolutions evidencing its segregation from
         the Units of the adopted Plan of Participation and its continuance of a
         trust in accordance with the provisions of this Agreement and
         Declaration of Trust as though such Participating Affiliate were the
         sole creator thereof. In such event, the Trustees shall deliver to
         themselves as Trustees of such Trust such part of the Plan Interest and
         Expense Accounts as may be determined by them in accordance with the
         advice of the Enrolled Actuary, to constitute the appropriate share of
         the Units and Expense Accounts then held with respect to the Affiliated
         Plan of Participation. Such Participating Affiliate shall thereafter
         become a Full Participating Employer and the Affiliated Plan of
         Participation shall become a Plan of Participation hereunder. In lieu
         of the establishment of a separate Plan of Participation as provided in
         the preceding sentence, the Participating Affiliate may elect to
         continue through another funding agency a plan qualified under Section
         401(a) of the Code for the benefit of its employees in accordance with
         the provisions of Section 22.3 of this Agreement and Declaration of
         Trust.

                  A Participating Affiliate may segregate from future
         participation, in the manner provided in the preceding paragraph of
         this Section 14.6 as applied and modified by the Trustees mutatis
         mutandis with respect to such Participating Affiliate, for the purpose
         of terminating the Affiliated Plan of Participation. In such event, the
         segregation of the share of the Plan Interest and Expense Accounts of
         the Plan of Participation attributable to such Affiliated Plan of
         Participation shall be effected as provided in this Section 14.6
         whereupon the Affiliated Plan of Participation shall terminate and the
         assets thereof shall be allocated and applied in the manner provided in
         such Affiliated Plan of Participation and this Agreement and
         Declaration of Trust as if such Affiliated Plan of Participation were a
         Plan of Participation.

                  In the event that a Participating Affiliate is merged with the
         Full Participating Employer, is dissolved, or its employees are
         transferred to the employment of the Full Participating Employer, the
         Affiliated Plan of Participation shall replaced and superseded by the
         Plan of Participation of the Full Participating Employer upon such
         terms and conditions as may be established by the Trustees consistent
         with the Affiliated Plan of Participation, Plan of Participation, and
         this Agreement and Declaration of Trust.


                                      -46-
<PAGE>




                                   ARTICLE XV

         PLANS OF PARTICIPATION OF FULL PARTICIPATING EMPLOYERS



                  SECTION 15.1 ESTABLISHMENT. Each Full Participating Employer
         shall establish a Plan of Participation complying with ERISA which
         shall set forth, among other things, the conditions of eligibility for
         participation and vesting and the level of benefits payable to or on
         behalf of Participants and the manner of payment thereof. The terms and
         provisions of any Plan of Participation shall be established solely in
         the discretion of the Full Participating Employer; provided, however,
         that a plan shall be permitted to become a Plan of Participation only
         with the approval of the Trustees acting by the officers of the Trust
         in accordance with Section 9.2, but such approval shall not constitute
         a determination by the Trustees of the legality, legal effect or the
         appropriateness of a Plan of Participation or any Plan of Participation
         to comply with any state or federal law or regulation relating to such
         Plan, to the Participants and beneficiaries thereunder, or to the Full
         Participating Employer and the Trustees shall have no duty of review or
         inquiry with respect to such compliance. This Agreement and Declaration
         of Trust shall be a part of any such Plan of Participation which shall
         be in all respects subject to the terms and provisions hereof.



                  SECTION 15.2 BENEFITS. The benefits of each Plan of
         Participation shall be provided solely from the Plan Interest of such
         Plan of Participation (and any Separate Assets in the case of a Plan of
         Partial Participation) to the extent of the sufficiency thereof, and
         the Participants and beneficiaries shall look only to such Plan
         Interest (and any Separate Assets in the case of a Plan of Partial
         Participation) for the provision of their benefits. Neither the Trust
         nor the Trustees shall be responsible for the sufficiency of any Plan
         Interest (and any Separate Assets in the case of a Plan of Partial
         Participation) to provide the benefits of the Plan of Participation
         funded thereby.

                  SECTION 15.3 AMENDMENT. Each Full Participating Employer shall
         retain the right to amend its Plan of Participation; provided, however,
         that the Plan of Participation as amended complies with the Code and;
         provided, further, that any such amendment shall be subject to the
         approval of the Trustees, acting as provided in Section 15.1, which
         shall have the same effect as set forth in Section 15.1 with respect to
         the Plan of Participation.

                  SECTION 15.4 ASSUMPTION OF OTHER PLANS. Any corporation or
         organization which is an Eligible Employer, and, at the time it files
         Adopting Resolutions in accordance with Section 14.2, is maintaining a
         separate plan qualified under Section 401(a) of the Code which at such
         time is not a Plan of


                                      -47-
<PAGE>





         Participation, may with the approval of the Trustees, and after
         appropriate amendment to such existing plan, become a Full
         Participating Employer upon the conditions included in this Agreement
         and Declaration of Trust with such modifications therein applicable to
         the Plan of Participation of such Full Participating employer. Any
         assets acceptable to the Trustees constituting the reserves or any
         portion thereof held with respect to any such existing plan may be
         transferred to the Trustees upon such terms and conditions as shall be
         determined by the Trustees, and such assets so transferred shall be
         converted to Units and held and administered hereunder in the
         appropriate Investment Funds maintained pursuant to this Agreement and
         Declaration of Trust.

                  SECTION 15.5 Termination. A Full Participating Employer may
         terminate its Plan of Participation subject to the provisions of
         Article XXII.

                  SECTION 15.6 CERTAIN PLANS OF PARTICIPATION. The term "Plan of
         Participation" as used herein shall mean (a) the Plan established under
         Section 15.1, and (b) the Plan established by a Participating Employer
         which is effectuated under the Trust in accordance with Section 15.4,
         the terms of which Plan shall be as set forth in the Plan as amended
         from time to time.






                                      -48-
<PAGE>




                                   ARTICLE XVI

                      CONTRIBUTIONS, ACTUARIAL ASSUMPTIONS



                  SECTION 16.1 CONTRIBUTIONS. The Trustees shall, on the basis
         of the advice of the Enrolled Actuary and on the basis of information
         supplied by the Employer Fiduciaries, establish the amount of
         contributions required by ERISA to be made under each Plan of
         Participation. In addition to those contributions required by ERISA to
         fund benefits for each Plan of Participation, the Trustees shall
         require contributions to cover the expense of administering the Plan of
         Participation of a Participating Employer in accordance with Section
         20.1. A Plan of Participation may provide that any specified portion of
         the contributions required under it shall be made by Participants and
         may provide for voluntary contributions by Participants. Each
         Participating Employer shall determine the time and manner in which the
         contributions required with respect to its Plan of Participation shall
         be made; provided, however, that all such contributions shall be made
         in accordance with the provisions of ERISA. Notwithstanding the
         foregoing, the Trustees shall have no duty or responsibility to enforce
         the collection of any contribution required to be made by a
         Participating Employer or required or permitted to be made by any
         Participant under a Plan of Participation.

                  SECTION 16.2        ACTUARIAL ASSUMPTIONS.

                           (a) Based on the advice of the Enrolled Actuary and
                  subject to the provisions of Section 16.2 (b), the Trustees
                  shall establish the actuarial assumptions and/or valuation
                  method to be used in determining the reserves required to fund
                  the plan benefits of the Plans of Participation and the
                  contributions of the Participating Employers. In connection
                  with the establishment of these assumptions, the Trustees may
                  establish categories or guidelines pertaining to such
                  assumptions, taking into account such characteristics of the
                  Plans of Participation, Participating Employers or
                  Participants or such factors as they may deem relevant. At the
                  request of a Participating Employer, the Trustees may, in
                  their discretion with the concurrence of the Enrolled Actuary,
                  establish individual guidelines applicable to such
                  Participating Employer's Plan of Participation.


                           (b) A Participating Employer may elect under its
                  Adopting Resolutions to authorize the Employer Fiduciaries
                  designated by it, or certain of such Employer Fiduciaries, to
                  select, within such guidelines as may be established by the
                  Trustees as applicable to this subsection (b), the actuarial
                  assumptions and/or valuation method to be used in determining
                  the reserves required to fund the Plan benefits of its Plan of
                  Participation and the contributions by the Participating
                  Employer.


                                      -49-
<PAGE>


                                    In the event of an election by a
                  Participating Employer under this subsection (b), the Employer
                  Fiduciaries so authorized by it shall have sole and absolute
                  discretion, authority and responsibility for the selection of
                  the above mentioned actuarial assumptions and /or valuation
                  method, subject to such rules or guidelines as may be
                  established by the Trustees as provided in this subsection
                  (b), and further subject to the approval of the Enrolled
                  Actuary.


                           (c) The election described under Section 16.2(b)
                  shall be extended with respect to the Participating Employers
                  only at such time or times and in such manner as the Trustees,
                  or the Chairman or the President of the Trust acting pursuant
                  to authorization by the Trustees, may determine.
                  Notwithstanding anything herein to the contrary, the Trustees
                  may establish such rules and guidelines with respect to any
                  such authorizing election by a Participating Employer or any
                  modification or termination thereof or with respect to the
                  exercise of such authority by the Employer Fiduciaries as they
                  may deem desirable.


                                    A Participating Employer which has
                  authorized its Employer Fiduciaries, or any of them, to direct
                  the selection of the actuarial assumptions and/or valuation
                  method of a Plan of Participation pursuant to Section 16.2(b)
                  may terminate such authority by resolutions filed with the
                  Trustees, not less than 30 days prior to the date of the
                  annual actuarial valuation of the Plan, and in such event the
                  Trustees shall, upon such termination, assume sole authority
                  and responsibility for the selection of the actuarial
                  assumptions and/or valuation methods in accordance with
                  Section 16.2(a) effective for the next following Plan Year.


                           (d) Notwithstanding the foregoing provisions of this
                  Section 16.2, the selection of the actuarial assumptions
                  and/or valuation method by the Employer Fiduciaries shall be
                  made solely in terms of any guidelines established by the
                  Trustees, and nothing in this Agreement and Declaration of
                  Trust shall be deemed to give the Employer Fiduciaries any
                  authority or responsibility to elect the actuarial assumptions
                  and/or valuation method other than specified in such
                  guidelines.

                           (e) To the extent permitted by ERISA, the Trustees
                  shall have no liability or responsibility with respect to any
                  act or omission relating to any powers or duties vested in the
                  Participating Employer or Employer Fiduciaries under this
                  subsection.

                  SECTION 16.3 ACTUARIAL RECORDS. The Trustees, in accordance
         with the advice of the Enrolled Actuary, shall maintain such actuarial
         records with respect to each Plan of Participation as shall enable them
         to determine the contributions required to be made thereunder pursuant
         to Section 16.1.


                                      -50-
<PAGE>



                                  ARTICLE XVII

                           INVESTMENT OF UNITS HELD BY

                             PLANS OF PARTICIPATION



                  SECTION 17.1 UNITS HELD BY PLANS OF PARTICIPATION. The Units
         held by a Full Participating Trust maintained under a Plan of
         Participation shall be issued to the Trustees, acting as Trustees of
         such Full Participating Trust, in accordance with the provisions of
         Article III. The Trustees, acting as Trustees of such Full
         Participating Trust, shall acquire, exchange, and dispose of Units as
         provided in this Agreement and Declaration of Trust.

                  SECTION 17.2 CLASSIFICATION OF INVESTMENT FUNDS. The Trustees
         shall classify the Investment Funds either as intended to be primarily
         invested in securities or other property providing a fixed return, or
         as intended to be invested primarily in equity securities, and shall
         establish from time to time the proportion of the total assets under
         each such Investment Classification which is to be held under each of
         the Investment Funds falling within each such Investment
         Classification. The Trustees may, without amendment to this Agreement
         and Declaration of Trust and under such rules as they may establish,
         modify the foregoing Investment Classifications or establish such
         additional Investment Classifications as they may deem necessary or
         advisable.

                  SECTION 17.3      ALLOCATION BETWEEN INVESTMENT FUNDS.

                           (a) The Units of each Plan of Participation shall be
                  acquired by the Trustees from the classes of Units established
                  by them pursuant to Article III and may be converted from time
                  to time into other classes of Unit, in such proportions as the
                  Trustees shall determine in their sole discretion; provided,
                  however, that any such allocation of Units shall be consistent
                  with the funding policy established with respect to such Plan
                  of Participation pursuant to Section 17.4(a). In connection
                  with the allocation of Units under this subsection (a), the
                  Trustees may establish categories or guidelines pertaining to
                  such allocation taking into account such characteristics of
                  the Plans of Participation or such others factors as they may
                  deem relevant.


                                    No Employer Fiduciaries shall have any
                  liability or responsibility with respect to (i) the manner of
                  investment of the assets held in the Investment Funds or, (ii)
                  except as provided in Section 17.3(b),


                                      -51-
<PAGE>



                  the manner in which the Units of the Plan of Participation of
                  which they act as Employer Fiduciaries is allocated between
                  classes of Units.


                           (b) A Full Participating Employer may elect under its
                  Adopting Resolutions to authorize Employer Fiduciaries to
                  direct the manner in which the Units of the Plan of
                  Participation of such Participating Employer shall be
                  allocated


                                    (i) between Units of Investments Funds
                            invested in the types of property described in the
                            Investment Classifications, and/or


                                    (ii) among Units of any of the Investment
                            Funds.


                                    Subject to such rules or guidelines as may
                  be established by the Trustees as provided in the event of an
                  election by a Full Participating Employer under this
                  subsection (b), in the event of an election by a Full
                  Participating Employer under this subsection (b), the Employer
                  Fiduciaries so authorized by its shall have sole and absolute
                  discretion, authority and responsibility for the allocation of
                  the Plan Interest under clause (i) or (ii), as the case may
                  be.


                                    The authorization described under clause
                  (ii) above shall be extended with respect to the Full
                  Participating Employers only at such time or times and in such
                  manner as the Trustees, or the Chairman or the President of
                  the Trust acting pursuant to authorization by the Trustees,
                  may determine. Notwithstanding the foregoing provisions of
                  this subsection (b), the Trustees may establish such rules or
                  guidelines with respect to any such authorizing election by a
                  Full Participating Employer or any modification or termination
                  thereof or with respect to the exercise of such authority by
                  the Employer Fiduciaries as they may deem necessary or
                  desirable. Such rules or guidelines may, without limitations,
                  require that a specified portion of a Plan Interest shall be
                  allocated to Units of Investment Funds invested in the type of
                  property described in an Investment Classification or may
                  establish any maximum or minimum proportion of Units to be
                  invested in any or all of the Investment Funds.


                                    The Employer Fiduciaries shall exercise
                  their authority under this subsection (b) in a manner
                  consistent with the funding policy established with respect to
                  such Plan of Participation pursuant to Section 17.4(b). A Full
                  Participating Employer which has authorized Employer
                  Fiduciaries, or any of them, to direct the allocation of the
                  Plan Interest of a Plan of Participation pursuant to this
                  subsection (b) may terminate such authority by resolutions
                  filed with the Trustees, effective not less than 30


                                      -52-
<PAGE>




                  days following the filing of such resolutions, and in such
                  event the Trustees shall, upon the effectiveness of such
                  termination, thereafter assume sole authority and
                  responsibility for the allocation with Section 17.3(a).
                  Notwithstanding the foregoing provisions of this subsection
                  (b), the allocation of Units among Investment Funds by the
                  Fiduciaries shall be made solely in terms of the Fund
                  Guidelines, and nothing herein shall be deemed to give the
                  Employer Fiduciaries any authority or responsibility with
                  respect to the identity of the person or persons designated by
                  the Trustees to manage any Investment Fund, and no change of
                  Investment Managers or assumption or relinquishment of
                  investment authority by the Trustees in accordance with
                  Section 8.3(a) shall affect any allocation made pursuant to
                  this subsection (b).


                                    To the extent permitted by ERISA, the
                  Trustees shall have no liability or responsibility with
                  respect to any act or omission relating to any powers or
                  duties of a Full Participating Employer or Employer
                  Fiduciaries under this subsection (b).


                           (c) Nothing contained in this Section 17.3 shall be
                  deemed to require the segregation or separate investment of
                  any assets of a Plan of Participation except to the extent of
                  the allocation of the Units thereof among the Investment Funds
                  as authorized in this Agreement and Declaration of Trust.


                           (d) Notwithstanding the foregoing provisions of this
                  Section 17.3, a Full Participating Employer which has not
                  elected to direct the allocation of Units in the manner
                  provided under Section 17.3(b) (ii) may elect under its
                  Adopting Resolutions a dedication program with respect to the
                  benefits payable to or with respect to terminated, deceased or
                  retired Participants or beneficiaries under the Plan of
                  Participation of such Full Participating Employer. In order to
                  effectuate such program, such Full Participating Employer
                  shall direct the investment of any of the assets of its Plan
                  of Participation in Units of any Investment Fund or Funds
                  classified by the Trustees as appropriate for such dedication.
                  In such event, the Trustees shall retain full allocation
                  authority as provided in Section 17.3(a), except with respect
                  to amounts invested in such Units pursuant to such direction;
                  provided, however, that the number of Units so directed shall
                  be subject to adjustment at the discretion of the Trustees who
                  may apply other assets of the Plan of Participation to the
                  purchase of additional such Units to the extent they may deem
                  appropriate in order to optimize or maintain the dedication so
                  directed. The funding policy of such Plan of Participation
                  shall be established in accordance with Section 17.4(a).
                  Elections under this subsection (d), the manner of allocation
                  of Units as to which the Trustees retain discretion, and the
                  manner of


                                      -53-
<PAGE>




                  optimization of any dedicated assets shall be subject to the
                  approval of the Trustees and to such guidelines or rules as
                  the Trustees may establish. To the extent permitted by ERISA,
                  the Trustees shall have no liability or responsibility with
                  respect to any act or omission relating to any powers or
                  duties of a Full Participating Employer or Employer
                  Fiduciaries under this subsection (d).


                  SECTION 17.4      FUNDING POLICY.

                           (a) The Trustees shall, pursuant to the procedure set
                  forth in this subsection, establish a funding policy for each
                  Plan of Participation the Plan Interest of which is invested
                  in accordance with the provisions of Section 17.3(a). The
                  Trustees shall determine the short-term and long-term
                  financial needs of such Plan of Participation, giving regard
                  to the objectives of such Plan, its need for liquidity and
                  such other factors as they deem appropriate and on the basis
                  of such factor shall establish a funding policy. The Trustees
                  shall review the funding policy and all or any portions of the
                  information on which it is based not less often than annually.
                  The Trustees shall effectuate their responsibility for such
                  funding policy by their direction of the portion of the Units
                  of such Plan of Participation which shall be invested in each
                  Investment Fund in accordance with the provisions of Section
                  17.3(b). The Employer Fiduciaries shall provide the Trustees
                  with any information which the Trustees may reasonably require
                  in order to establish such funding policy.


                           (b) The Employer Fiduciaries and the Trustees shall,
                  pursuant to the procedure set forth in this subsection (b),
                  establish a funding policy for each Plan of Participation, the
                  Units for which are invested in accordance with the provisions
                  of Section 17.3(b). The Employer Fiduciaries and the Trustees
                  shall determine the short-term and long-term financial needs
                  of the Plan of Participation, giving regard to the objectives
                  of such Plan, its need for liquidity and such other factors as
                  they deem appropriate and on the basis of such factors shall
                  establish a funding policy. The Employer Fiduciaries of each
                  such Full Participating Employer shall effectuate their
                  responsibility for such funding policy by their direction of
                  the portion of the Plan Interest of such Plan of Participation
                  which shall be invested in each Investment Fund in accordance
                  with the provisions of Section 17.3(b). The Employer
                  Fiduciaries of such Participating Employer and the Trustees
                  shall review the funding policy and all or any portion of the
                  information on which it is based not less often than annually.


                           (c) The Trustees shall be responsible for the manner
                  in which the Trust Fund, considered collectively, shall be
                  diversified and shall


                                      -54-
<PAGE>



                  specify such rules or guidelines for the manner of investment
                  of each Investment Fund subject to the management of an
                  Investment Manager as the Trustees may deem necessary or
                  desirable in order to meet the diversification requirements of
                  ERISA applicable to the Plans of Participation, as the same
                  effect the management of such Investment Fund.



                                      -55-
<PAGE>





                                  ARTICLE XVIII

                              PARTIAL PARTICIPATION



                  18.      PARTIAL PARTICIPATION.

                  Notwithstanding anything to the contrary contained in this
         Agreement and Declaration of Trust, subject to the approval of the
         Trustees, an Eligible Employer (a) adopting a Plan of Participation,
         the benefits of which are funded through one or more funding agencies
         in addition to the Trust (sometimes referred to in this Agreement and
         Declaration of Trust as a "Plan of Participation") or (b) modifying a
         Plan of Participation to provide for funding of benefits through such
         funding agencies, may elect to participate or continue participation in
         the Trust upon the basis provided in this Article.

                  An Eligible Employer which has elected participation under
         this Article shall be a Full Participating Employer and its Plan of
         Partial Participation shall be a Plan of Participation subject to the
         provisions of this Agreement and Declaration of Trust in all respects,
         except that:

                           (i) The term "Plan Interest" shall mean with respect
                  to a Plan of Partial Participation, the Units held by the
                  Trustees with respect to such Plan and any Company Securities
                  and other assets held by a Trustee/Custodian pursuant to a
                  Trust/Custodial Agreement as provided in Article XXIV. Plan
                  Interest shall not include any assets or interests in any
                  assets which are not held and administered by (A) the Trustees
                  under this Agreement and Declaration of Trust or (B) the
                  Trustee/Custodian (sometimes referred to in this Article as
                  "Separate Assets").


                           (ii) Notwithstanding the provisions of Section
                  17.4(a), in the event that the Units of any Plan of Partial
                  Participation is invested in accordance with the provisions of
                  Section 17.3 (a), the funding policy of such Plan of Partial
                  Participation shall be established, by the Employer
                  Fiduciaries of such Plan of Participation, taking into account
                  the manner of investment of any portion of the assets of such
                  Plan of Partial Participation which are not included in its
                  Plan Interest.


                           (iii) The Employer Fiduciaries of a Plan of Partial
                  Participation shall be solely responsible for the manner in
                  which the Plan assets of such Plan shall be diversified, and a
                  Participating Employer establishing a Plan of Partial
                  participation shall elect to direct the manner in which the
                  Units of such Plan of Partial Participation shall be allocated
                  among Investment Funds as provided in Section 17.3(b);
                  provided, however, that the


                                      -56-
<PAGE>




                  responsibility of the Trustees for the diversification of
                  assets within the Investment Funds to the extent provided in
                  this Agreement and Declaration of Trust shall be unaffected by
                  the provisions of this paragraph (iii). Upon approval of the
                  Trustees, the Employer Fiduciaries of a Plan of Partial
                  Participation may elect another manner of allocation other
                  than as provided in the preceding sentence provided; however,
                  that the Employer Fiduciaries shall provide such information
                  to the Trustees as the Trustees may deem necessary or
                  advisable with respect to any and all information concerning
                  the diversification of the Plan assets.


                           (iv) The Trustees shall, at the direction of the
                  Employer Fiduciaries of a Plan of Participation, receive from
                  any funding agency holding Separate Assets of such Plan any
                  assets acceptable to the Trustees or, on such direction, shall
                  transfer cash or assets determined by the Trustees to any
                  other funding agency of such Plan of Partial Participation.
                  The Trustees shall have no duty of inquiry with respect to any
                  such transfer but may accept the direction of such Employer
                  Fiduciaries as a certification that any such transfer complies
                  with (A) the Plan of Partial Participation, (B) the provisions
                  of all applicable agreements with such funding agency, and (C)
                  the requirements of the Code and applicable laws. Nothing
                  herein shall prohibit the payment of contributions by a
                  Participating Employer or any Participants to such other
                  funding agency; provided, however, that the Trustees shall
                  have no liability or responsibility with respect thereto.


                           (v) To the extent that the Trustees shall have any
                  responsibility under this Agreement and Declaration of Trust
                  which relates to the amount, kind, or value of the Separate
                  Assets of a Plan of Partial Participation including, without
                  limitation, any such responsibility with respect to the
                  determination of the amount of contributions or to reporting
                  and disclosure, the Trustees shall be entitled to rely
                  conclusively upon the certification of the Employer
                  Fiduciaries of such Plan of Participation with respect
                  thereto.


                           (vi) A Participating Employer which has established a
                  Plan of Partial Participation and the Employer Fiduciaries of
                  such Plan shall enter into such agreements as may be required
                  by the Trustees in order to provide for the payment of
                  benefits from or receipt of contributions to the Plan of
                  Partial Participation or such other matters relating to the
                  manner of administration thereof as the Trustees may deem
                  necessary or desirable.


                           (vii) The Trustees may treat a transfer of all or
                  substantially all of the Plan Interest of a Plan of Partial
                  Participation to any funding agency as a withdrawal from the
                  Trust under Article XXII.

                                      -57-
<PAGE>


                           (viii) The investment authority and responsibility of
                  the Trustees with respect to a Plan of Partial Participation
                  shall extend only to the Units of such Plan, and to the extent
                  permitted by ERISA, the Trustees shall have no liability or
                  responsibility whatsoever with respect to any Separate Assets
                  of such Plan, including, without limitation, any duty to
                  review or make suggestions with respect thereto.


                                      -58-
<PAGE>




                                   ARTICLE XIX

                           DEFINED CONTRIBUTION PLANS



                  SECTION 19.1 SCOPE OF ARTICLE. Except to the extent and as
         provided in this Article, the provisions of this Agreement and
         Declaration of Trust otherwise applicable to Plans of Participation
         shall apply to each DC Plan of Participation. Without limitation of any
         other powers vested in them under this Agreement and Declaration of
         Trust, the Trustees shall have authority to adopt rules and regulations
         of uniform application in order to provide for the administration of DC
         Plans of Participation and for the application of the provisions of
         this Agreement and Declaration of Trust with respect to DC Plans of
         Participation, mutatis mutandis, in order to effectuate the intent of
         this Article.

                  SECTION 19.2 REQUIREMENTS FOR PARTICIPATION OF DC PLANS OF
         PARTICIPATION. An Eligible Employer may become a Participating Employer
         with respect to a DC Plan of Participation in the manner provided for
         the adoption of a Plan of Participation under Article XIV; provided,
         however, that Sections 14.2(f), (g) shall be inapplicable. The Adopting
         Resolutions of the Full Participating Employer establishing a DC Plan
         of Participation may, in lieu of the election set forth in Section
         14.2(f), provide, if so permitted by the Trustees, for the exercise of
         the discretion authorized under Section 19.4(d) or (e).

                  SECTION 19.3 CONTRIBUTIONS. The provisions of Article XVI
         shall be inapplicable to DC Plans of Participation. The contributions
         required or permitted to be made by or on behalf of a Participating
         Employer or any Participants under a DC Plan of Participation shall be
         as provided in such Plan.

                  SECTION 19.4 INVESTMENT.

                           (a) The assets of each DC Plan of Participation shall
                  be invested in accordance with the provisions of this Section
                  19.4 and the provisions of Article III; provided, however,
                  that Section 17.3 shall be applicable with respect to such
                  investment.


                           (b) The Trustees shall establish such DC Investment
                  Classifications under such Investment Classifications as they
                  may deem desirable in order to provide for the investment of
                  the contributions of Full Participating Employers and
                  Participants under DC Plans of Participation.


                                    Except as otherwise provided under Section
                  19.4(d), the Trustees shall establish from time to time the
                  proportion of the total assets under each DC Investment
                  Classification which is to be invested in each


                                      -59-
<PAGE>




                  of the Investment Funds falling within the Investment
                  Classification established for such DC Investment
                  Classification. The Trustees shall exercise their authority
                  under this subsection (b) in a manner consistent with the
                  funding policy which shall be established with respect to the
                  DC Plans of Participation in the manner provided under Section
                  17.4(a)


                           (c) Without limitation of the foregoing provisions of
                  this Section 19.4, the Trustees may establish a DC Investment
                  Classification or Classifications, sometimes referred to
                  herein as "Special DC Investment Classification", for the
                  investment of the assets of any individual DC Plan of
                  Participation which has requested such establishment under
                  Section 19.4(d)(ii). Such Special DC Investment Classification
                  shall be invested in securities or other property with such
                  Investment Classifications and the assets thereof shall be
                  invested under such Investment Funds as may be established in
                  accordance with the provisions of Section 19.4(d)(ii). Nothing
                  herein shall prohibit the investment of the assets of ore than
                  one DC Plan of Participation in a Special DC Investment
                  Classification.


                           (d)(i) A Full Participating Employer shall elect
                  under its Adopting Resolutions, or shall authorize its
                  Employer Fiduciaries or certain of such Employer Fiduciaries
                  to elect, the DC Investment Classifications established by the
                  Trustees under Section 19.4(b) in which the assets of its DC
                  Plan of Participation shall be invested. The Trustees may
                  establish guidelines with respect to such elections,
                  including, without limitation, requirements for the election
                  of a minimum number of DC Investment Classification which
                  shall be offered by a DC Plan of Participation.


                                     (ii) Without limitation of its election
                  under Section 19.4(d) (i), a Full Participating Employer may
                  request under its Adopting Resolutions, or may authorize its
                  Employer Fiduciaries or certain of such Employer Fiduciaries
                  to request, that the Trustees establish in accordance with
                  Section 19.4(c) a Special DC Investment Classification or
                  Classifications in addition to or in lieu of the DC Investment
                  Classification established by the Trustees under Section
                  19.4(b). Any such request shall specify the proportion of the
                  total assets under each Special DC Investment Classification
                  which is to be invested in each of the Investment Funds
                  falling within such classification. In the event of such a
                  request by a Full Participating Employer, Full Participating
                  Employer or the Employer Fiduciaries so authorized by it shall
                  have sole and absolute discretion, authority and
                  responsibility, subject to such rules or guidelines as may be
                  established by the Trustees, as provided in this subsection
                  (d), for the specifications referred to in this subsection
                  (d).

                                      -60-
<PAGE>


                                             The request described in this
                  subsection (d) shall be granted with respect to the Full
                  Participating Employers or any of them only at such time or
                  times and in such manner as the Trustees, or the Chairman or
                  the President of the Trust acting pursuant to authorization by
                  the Trustees, may determine. Notwithstanding the foregoing
                  provisions of this subsection (d), the Trustees may establish
                  such rules and limitations with respect to any such
                  specifications or any modification or termination thereof or
                  with respect to the exercise of such authority by the Full
                  Participating Employer or the Employer Fiduciaries as they may
                  deem necessary or desirable. Such rules may, without
                  limitation, require that a specified portion of a Plan
                  Interest shall be allocated to the type of assets described in
                  an Investment Classification or may establish any maximum or
                  minimum required participation of such Special DC Investment
                  Classification in any all of the Investment Funds.


                                             The Employer Fiduciaries shall
                  exercise their authority under this subsection (d) in a manner
                  consistent with the funding policy which shall be established
                  with respect to such DC Plan of Participation in the same
                  manner as provided under Section 17.4(b).


                           (e) A Full Participating Employer which has
                  authorized Employer Fiduciaries, or any of them, to establish
                  the allocation of the Plan Interest of a DC Plan of
                  Participation pursuant to Section 19.4(d) may terminate such
                  authority by Adopting Resolutions filed with the Trustees,
                  effective not less than 30 business days following the filing
                  of such resolutions, and in such event the Trustees shall,
                  upon the effectiveness of such termination, thereafter assume
                  sole authority and responsibility for the allocation of such
                  Plan Interest in accordance with Section 19.4(c).
                  Notwithstanding the foregoing provisions of Sections 19.4(d)
                  and (e), the allocation of a Plan Interest among Investment
                  Funds by the Employer Fiduciaries shall be made solely in
                  terms of the Fund Guidelines; and nothing herein shall be
                  deemed to give the Participating Employer or Employer
                  Fiduciaries any authority or responsibility with respect to
                  the identity of the person or persons designated by the
                  Trustees to manage any Investment Fund, and no change of
                  Investment Managers or assumption or relinquishment of
                  investment authority by the Trustees in accordance with
                  Section 8.3(a) shall affect any allocation made pursuant to
                  Section 19.4(d).


                                    The Employer Fiduciaries shall exercise
                  their authority under this subsection (e) in a manner
                  consistent with the funding policy which shall be established
                  with respect to such DC Plan of Participation in the same
                  manner as provided under Section 17.4(b).

                                      -61-
<PAGE>


                           (f) To the extent permitted by ERISA, the Trustees
                  shall have no liability or responsibility with respect to any
                  act or omission relating to any powers or duties vested in the
                  Full Participating Employer or Employer Fiduciaries under this
                  Section 19.4.


                           (g) Contributions under each DC Plan of Participation
                  designated for investment in a DC Investment Classification
                  shall be applied by the Trustees to the acquisition of Units
                  in the Investment Funds under the DC Investment Classification
                  in the proportions established for such classification. Unless
                  otherwise agreed by the Trustees and without limitation of
                  Section 14.3(f), the Employer Fiduciaries of a DC Plan of
                  Participation shall certify to the Trustees at such time or
                  times as the Trustees shall determine the amount and
                  allocation of contributions by the Participating Employer and
                  Participants, the investments directions and changes therein
                  applicable under the DC Plan of Participation, withdrawals
                  from the accounts maintained under such Plan and any other
                  facts required in the administration of the account records
                  for such Plan. The Trustees shall be able conclusively to rely
                  upon any such certification and shall have no duty of inquiry
                  or investigation with respect thereto.


                                      -62-
<PAGE>


                                   ARTICLE XX

                               TAXES AND EXPENSES



                  SECTION 20.1 EXPENSES. Subject to the provisions of Article
         III and Article XI, the Trustees shall in their sole discretion
         classify the expenses of the Trust relating to Plans of Participation
         as (a) administrative expenses, which shall include but shall not be
         limited to expenses in connection with the collection of contributions,
         the administration of the affairs of the Trust, the employment of an
         administrative staff, legal, actuarial, expert and clerical assistance,
         and the purchase or leasing of materials, space, supplies and
         equipment, and (b) investment expenses as provided in Article III and
         Article XI. The administrative expenses and investment expenses of the
         Trust as determined as aforesaid, shall be paid as hereinafter set
         forth:

                           (a) ADMINISTRATIVE EXPENSES. The Trustees shall
                  establish such reasonable reserves and retain the same,
                  invested and uninvested, in a separate Expense Account for
                  each Full Participating Employer as the Trustees shall in
                  their sole discretion determine to be advisable or necessary
                  and may require that there be added to any Full Participating
                  Employer contributions such amount as determined in the sole
                  discretion of the Trustees, as they may deem necessary or
                  desirable to pay or provide for the payment of such Full
                  Participating Employer's share of the administrative expenses
                  of the Trust. For the payment of expenses under this
                  subsection (a), the Trustees shall withdraw monthly from the
                  Expense Account those amounts allocable to each Full
                  Participating employer. If expenses allocable to a Full
                  Participating Employer exceed the amounts collected for
                  expenses, the insufficiency may be billed separately. Any
                  excess in the Expense Account at the end of the Trust Year may
                  be applied to the allocable Full Participating Employer's
                  expense for the following Trust Year.


                                    The Expense Accounts shall be maintained for
                  the Full Participating Employers and shall not be a part of
                  the Plan Interest of any Plan of Participation.


                           (b) INVESTMENT EXPENSES. The investment expenses of
                  the Trust shall be allocated to and among the classes of Units
                  and paid therefrom or from the income thereon on such
                  equitable basis as the Trustees shall determine in accordance
                  with Article III and Article XI.


                  SECTION 20.2 RETAINED RIGHTS OF TRUSTEES. Notwithstanding the
         preceding provisions of this Article, but subject to the provisions of
         Article III and


                                      -63-
<PAGE>


         Article XI, the Trustees shall retain the right to withdraw from the
         Trust Fund all expenses of administration or investment of the Trust
         Fund, including counsel fees, unless the same shall have been paid by
         the Participating Employers in accordance with Section 20.1. All
         payments under this Section 20.2 may be made without the approval or
         direction of the Employer Fiduciaries. The Trustees may adjust the
         Units in such equitable manner as they may determine in order to
         reflect such payments and may charge to the Units of any Plan of
         Participation or allocate among all or any Units of Plans of
         Participation any expenses which they determine in their discretion to
         be attributable thereto. Notwithstanding anything herein contained to
         the contrary, in order to effectuate such adjustment, the Trustees may
         withdraw Units held by any Plan of Participation in such proportions as
         the Trustees may determine in order to effect such expenses
         adjustments. The lien for expenses provided in this Section 20.2 shall
         follow and apply to the affected Units without regard to any withdrawal
         of such Units pursuant to Article XXII.


                                      -64-
<PAGE>




                                   ARTICLE XXI

                             REFUND OF CONTRIBUTIONS



                  SECTION 21.1 REFUNDS. Notwithstanding anything to the contrary
         contained in this Agreement and Declaration of Trust, in the event that
         the Employer Fiduciaries (a) shall certify that (i) any contribution
         has been made by a Full Participating Employer by a mistake of fact, or
         (ii) a contribution to the Trust has been conditioned on initial
         qualification of the Plan of Participation under Section 401(a) of the
         Code and such qualification has been denied, or (iii) a contribution
         has been conditioned upon deductibility thereof under Section 404 of
         the Code and such deduction has been disallowed, and (b) shall direct
         the return of any such contribution, the Trustees shall return such
         contribution (or the value thereof) to the Full Participating Employer
         in accordance with such direction. In no event, however, shall a return
         of a contribution be made subsequent to one year following the payment
         thereof in the case of a direction under clause (i) above, the denial
         of qualification in the case of a direction under clause (ii) above, or
         the disallowance of the deduction in the case of a direction under
         clause (iii) above. Without limitation of the foregoing and
         notwithstanding the provisions of any Plan of Participation, unless
         otherwise directed by the Full Participating Employer, in the event of
         the termination of a Plan of Participation, other than a DC Plan of
         Participation, and the distribution of the Plan Interest thereof in
         accordance with Section 22.5, there shall remain any assets of the Plan
         Interest attributable to actuarial error which are not required to meet
         the liabilities or expenses of the Plan of Participation, such amount
         shall be returned to the Full Participating Employer.






                                      -65-
<PAGE>


                                  ARTICLE XXII

                  TERMINATION OF PARTICIPATION BY WITHDRAWAL OR

                      TERMINATION OF PLANS OF PARTICIPATION



                  SECTION 22.1 TERMINATION OF PLANS OF PARTICIPATION -
         GENERALLY. Subject to the provisions of this Article XXII, a Full
         Participating Employer may, by action of its Board of Trustees or other
         governing body, terminate its Plan of Participation, in whole or in
         part:

                           (a) by withdrawing such Plan of Participation, part
                  thereof, from the Trust and continuing the plan effectuated
                  thereunder as provided in Section 22.3 or 22.4, or


                           (b) by terminating its Plan of Participation and the
                  Plan effectuated thereunder, or part thereof, as provided in
                  Section 22.5 or 22.6.


                  Notwithstanding anything herein contained to the contrary, the
         Employer Fiduciaries shall have full responsibility to determine
         whether any withdrawal under Section 22.1 (a) shall be in conformity
         with the provisions of any Plan of Participation, successor plan or
         ERISA. The Employer Fiduciaries shall certify that such withdrawal is
         in full conformity with such provisions, and the Trustees and any
         Trustee/Custodian shall be fully protected in reliance upon such
         certification.

                  SECTION 22.2 TIMING AND MANNER OF WITHDRAWAL OR TERMINATION;
         GENERALLY. Termination of a Plan of Participation or part thereof under
         Section 22.1(a) or (b) shall be effectuated by (a) direction of the
         Full Participating Employer and its Employer Fiduciaries to withdraw
         the Units and any Company Securities and other assets held by a
         Trustee/Custodian comprising the Plan Interest of such Plan of
         Participation in accordance with the provisions of 3.4(b) the payment
         to the Trustees, acting as Trustees of the Full Participating Trust
         under such Plan of Participation, of the Net Asset Value of such Units,
         (c) the retention of any Company Securities and other assets held by a
         Trustee/Custodian and (d) the administration and distribution of such
         Units, Company Securities and other assets in accordance with the
         provisions of this Article XXII.

                  SECTION 22.3 WITHDRAWAL OF PLAN. In the event that a Full
         Participating Employer withdraws its Plan of Participation in order to
         continue through another funding agency a plan qualified under Section
         401(a) of the Code, the Plan Interest of such Plan of Participation
         shall, at the direction of such Full Participating Employer and
         Employer Fiduciaries, be transferred by the Trustees


                                      -66-
<PAGE>


         and any Trustee/Custodian holding any Company Securities and other
         assets to such other funding agency after it has been determined that
         all allocable expenses have been paid by the Full Participating
         Employer. Pending completion of such transfer, the Plan Interest of
         such former Plan of Participation shall be maintained as provided in
         Section 22.8. The Trustees and the Trustee/Custodian shall have no
         liability or responsibility with respect to any withdrawal under this
         Section 22.3 or with respect to any assets transferred to any funding
         agency pursuant to this Section 22.3, and any such responsibility shall
         be borne solely by the Full Participating Employer and Employer
         Fiduciaries.

                  SECTION 22.4 PARTIAL PLAN WITHDRAWAL. In the event that a Full
         Participating Employer elects in accordance with its Plan of
         Participation to continue through another funding agency a retirement
         plan qualified under Section 401(a) of the Code for the benefit of it
         employees in any division, plant, operation, location or other
         identifiable group or unit of such Participating Employer or any
         subsidiary or affiliate, the Trustees shall (a) in accordance with the
         advice of the Enrolled Actuary, if applicable, and subject to the
         provisions of this Article, determine the affected share of the Plan
         Interest of such of Participation, (b) at the direction of such Full
         Participating Employer and Employer Fiduciaries, cause the Units and
         Company Securities and other assets held by a Trustee/Custodian
         representing such share to be withdrawn as provided in Section 22.3 and
         (c) transfer the amounts held in the Trust Fund with respect to such
         share to such other funding agency in the manner provided under Section
         22.3 hereof.

                  In the event that a Participating Employer elects in
         accordance with its Plan of Participation that benefits be funded
         through one or more funding agencies in addition to the Trust, the
         amount and manner in which the Plan Interest is to be transferred to
         such other funding agency shall be determined as provided in the
         preceding paragraph., mutatis mutandis. Such Plan of Participation
         shall be a Plan of Partial Participation under Article XVIII.

                  The Trustees and the Trustee/Custodian shall have no liability
         or responsibility with respect to any withdrawal under this Section
         22.4 or with respect to any assets transferred to any funding agency
         pursuant to this Section 22.4, and any such responsibility shall be
         borne solely by the Full Participating Employer and Employer
         Fiduciaries.

                  SECTION 22.5 PLAN TERMINATION AND PARTIAL PLAN TERMINATION. In
         the event that a Full Participating Employer terminates the defined
         benefit retirement plan which it maintains through its Plan of
         Participation, the Plan Interest of such Plan of Participation shall to
         the extent of the sufficiency thereof be applied by the Trustees to
         provide distributions to the Participants and beneficiaries in the
         order and manner provided under such Plan of Participation after it has
         been determined that all allocable expenses have been paid by the Full
         Participating Employer.


                                      -67-
<PAGE>


                  In the event that a Full Participating Employer terminates the
         defined contribution plan which it maintains through its Plan of
         Participation, the Plan Interest of such Plan of Participation shall be
         applied by the Trustees to provide distributions to the Participants
         and beneficiaries in the manner provided under such Plan of
         Participation after it has been determined that all allocable expenses
         have been paid by the Full Participating Employer.

                  In the event of a partial termination of a Plan of
         Participation, the appropriate portion of the Plan Interest affected by
         such termination, as established by the Enrolled Actuary, of
         applicable, shall be distributed as provided in such Plan of
         Participation.

                  SECTION 22.6 PROSPECTIVE TERMINATION. In the event that a Full
         Participating Employer shall amend its Plan of Participation so as to
         replace and supersede the same or any part thereof with respect to
         benefits accrued from and after such amendment by another plan
         qualified under Section 401(a) of Code, its Plan of Participation or
         applicable part thereof may, with the consent of the Trustees, continue
         to be maintained as a Plan of Participation hereunder with respect to
         benefits accrued prior to such amendment under the provisions of this
         Agreement and Declaration of Trust on such terms and conditions as
         shall be established by the Trustees.

                  SECTION 22.7 ADMINISTRATIVE DETERMINATION; RELEASE. The
         Trustees and any Trustee/Custodian shall not be required to transfer or
         distribute any assets of the Trust Fund (or, in the case of the
         Trustees, to receive any assets or establish a Plan of Participation
         pursuant to Section 15.4) until they shall have received such rulings
         or determinations of the Internal Revenue Service, Labor Department,
         Pension Benefit Guaranty Corporation or any other administrative agency
         as the Trustees/Custodian may deem necessary or desirable in order to
         insure that any such payment (or receipt of establishment) is made in
         accordance with the provisions of law or that it will not subject the
         Trust or the Trustees, individually or as such Trustees, or
         Trustee/Custodian, to liability. Subject to the requirements of ERISA
         and the Investment Company Act, the Trustees may require the Full
         Participating Employer and Employer Fiduciaries to execute and deliver
         to the Trustees an instrument of ratification and release approving the
         actions of the Trustees and the prior reports thereof; provided,
         however, that the Full Participating Employer and Employer Fiduciaries
         shall be permitted to set forth in writing any and all objections to
         the actions of the Trustees and prior reports. Subject to the
         requirements of ERISA and the Investment Company Act, the
         Trustee/Custodian may require the Full Participating Employer and
         Employer Fiduciaries to execute and deliver to the Trustee/Custodian an
         instrument of ratification and release approving the actions of the
         Trustee/Custodian and the prior reports, thereof; provided, however,
         that the Full Participating Employer and Employer Fiduciaries shall be
         permitted to set forth in writing any and all objections to the actions
         of the Trustee/Custodian and prior reports. In the


                                      -68-
<PAGE>



         absence of such objections, the Trustees and the Trustee/Custodian
         shall be fully released and discharged in accordance with the
         provisions of the ratification and release.

                  SECTION 22.8 ADMINISTRATION PENDING TRANSFER OF DISTRIBUTION;
         SERVICES SUBSEQUENTLY PROVIDED. The interest in the Trust Fund of a
         Liquidating Plan of Participation shall be maintained in accordance
         with the provisions of this Section 22.8 during the Distribution
         Period. The provisions of Article III shall be inapplicable with
         respect to such Liquidating Plan of Participation during the
         Distribution Period, and interest thereof in the Trust Fund shall be
         held and maintained under rules of uniform application established by
         the Trustees and any Trustee/Custodian. The Trustees and any
         Trustee/Custodian may require that the terminating or withdrawing Full
         Participating Employer and its Employer Fiduciaries and, where a
         transfer to another plan is involved, the sponsor and appropriate
         fiduciaries of such plan is involved, shall enter into written
         agreements with the Trustees and the Trustee/Custodian, where
         applicable, consistent with this Section 22.8, providing for the manner
         of the administration of the Liquidating Plan of Participation and
         establishing such conditions of the transfer of assets of such
         Liquidating Plan of Participation from the Trust as may be required
         under this Agreement and Declaration of Trust, under the Plan of
         Participation, or by the law. The Trustees may elect to segregate all
         or any part of the assets attributable to Units held by such
         Liquidating Plan of Participation and to invest the same separately in
         such securities or other property as they may determine, and, in such
         event, such interest of such Liquidating Plan of Participation shall be
         subject to the gains or losses on such segregated assets and any
         expenses attributable thereto. Notwithstanding the foregoing, the Full
         Participating Employer and Employer Fiduciaries may request the
         Trustees to maintain all or part of the interests of such Liquidating
         Plan of Participation attributable to Units invested in accordance with
         Article III pending the receipt of the rulings, determinations or
         release referred to in Section 22.7 in accordance with such rules of
         uniform application as may be established by the Trustees. Any Company
         Securities and other assets held by a Trustee/Custodian shall continue
         to be held by the Trustee/Custodian pursuant to the Trust/Custodial
         Agreement, pending the receipt of the rulings, determinations, or
         release referred to in Section 22.7.

                  The Trustees and any Trustee/Custodian may assess a reasonable
         charge for all information, records, service or assistance provided by
         them with respect to a terminating or withdrawing Plan of
         Participation, following the distribution or transfer of the assets of
         such Plan.

                  SECTION 22.9 FAILURE OF QUALIFICATION. A Plan of Participation
         shall be a plan qualified under Section 401(a) of the Code. The Plan
         Administrator of a Plan of Participation shall notify the Trustees and
         any Trustee/Custodian in the event that such Plan is determined by the
         Internal Revenue Service not to be such


                                      -69-
<PAGE>



         a qualified plan and in such event, or in the event the Trustees or the
         Trustee/Custodian are otherwise notified of such disqualification, the
         Trustees and the Trustee/Custodian shall cause the Units and any
         Company Securities and other assets held by the Trustee/Custodian
         comprising the Plan Interest of such Plan of Participation to be
         segregated from the Trust Fund and separately administered in
         accordance with the terms of this Agreement and Declaration of Trust
         pending disposition at the direction of the Participating Employer and
         Employer Fiduciaries, subject to the applicable provisions of this
         Article XXII.

                  SECTION 22.10 TERMINATION BY THE TRUSTEES. Notwithstanding
         anything herein contained to the contrary, the Trustees may in their
         sole and absolute discretion on not less than 30 days prior written
         notice to the Participating Employer and the Employer Fiduciaries
         terminate any Plan of Participation by resigning as Trustees thereof
         and requiring the withdrawal thereof from the Trust in the manner
         provided in this Article XXII with respect to a withdrawal under
         Sections 22.1(a) and 22.3. In the event that the Trustees terminate any
         Plan of Participation pursuant to this Section 22.10, any
         Trustee/Custodian holding Company Securities and other assets pursuant
         to a Trust/Custodial Agreement shall administer such Company Securities
         and other assets in the manner provided in this Article XXII with
         respect to a withdrawal under Section 22.1(a) and 22.3.


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<PAGE>




                                     PART IV

                                  ARTICLE XXIII

                        INDIVIDUAL RETIREMENTS ACCOUNTS:

                           MASTER AND PROTOTYPE PLANS



                  SECTION 23.1 PARTICIPATION OF INDIVIDUAL RETIREMENT ACCOUNTS
         OR MASTER AND PROTOTYPE PLANS - GENERALLY. A Participating Trust which
         is an individual retirement account described in Section 2.39(c) or
         which has been established pursuant to a master, prototype or other
         sponsored arrangement shall be governed by the applicable provisions of
         Part I and Part II, the provisions of this Part IV and Part VI.
         Notwithstanding the foregoing, subject to the provisions of the
         Investment Company Act, the applicability of any provisions of Part I
         or Part II to any such Participating Trust may be modified by the
         Trustees under Rules of Participation established pursuant to section
         23.2.

                  SECTION 23.2 RULES OF PARTICIPATION. A Participating Trust
         which is an individual retirement account described in Section 2.39(c)
         or which has been established under a master, prototype or other
         sponsored arrangement shall be subject to such Rules of Participation
         as the Trustees may establish. Without limitation, the Rules of
         Participation may, but shall not be required to, provide for;

                           (a) the documentation, including the form of
                  Participation Agreement required for the participation of any
                  such Participating Trust;


                           (b) the authority of the trustee or custodian of the
                  assets of such a Participating Trust or the sponsor of a
                  master, prototype or other sponsored arrangement, to impose,
                  without limitation, (i) requirements for participation in the
                  Trust in addition to those imposed by the Trustees under this
                  Agreement and Declaration of Trust or under the Rules of
                  Participation adopted under this Section 23.2, (ii)
                  restrictions on the availability for any such Participating
                  Trust of any of the Investment Funds, (iii) requirements as to
                  diversification among the Investment Funds, and (iv)
                  requirements with respect to actions to be taken by such
                  trustee, custodian or sponsor on behalf of such Participating
                  Trust under this Agreement and Declaration of Trust;


                           (c) the manner of withdrawal of any such
                  Participating Trust;

                                      -71-
<PAGE>


                           (d) the manner of communication between the Trustees
                  and the individual for whom such Participating Trust was
                  established or with any other person having relationship to
                  such Participating Trust;


                           (e) the reports and accounts to be given by the
                  Trustees to or with respect to such Participating Trust;


                           (f) the allocation of any duties, responsibilities or
                  functions as between the Trustees, the Eligible Employer, the
                  trustee or custodian of such Participating Trust, the
                  individual for whom such Participating Trust was established,
                  the sponsor of any master, prototype or other sponsored
                  arrangement, or any other person;


                           (g) rights of resignation by the Trustees and
                  authority for the discontinuance of participation of any such
                  Participation Trust.


                  SECTION 23.3 RESPONSIBILITY WITH RESPECT TO TERMS OF
         INDIVIDUAL RETIREMENT ACCOUNTS OR MASTER AND PROTOTYPE PLANS. The terms
         of any individual retirement accounts or plans established under
         master, prototype or other sponsored arrangements which are
         Participating Trusts shall be established by agreement between the
         trustee or custodian or sponsor of such account or plan and the
         individual for whom such account or plan was established, and the
         Trustees shall have no duties or responsibilities with respect to such
         terms nor for its status under the Code and shall have no duty to
         inquire or make suggestion with respect to such terms or status. The
         Trustees shall be fully protected in relying upon such trustee,
         custodian or sponsor with respect to the continuing compliance of such
         account or plan with the requirements for status as a Participating
         Trust under this Agreement and Declaration of Trust.

                  SECTION 23.4 ADMINISTRATION OF INDIVIDUAL RETIREMENT ACCOUNTS
         OR MASTER AND PROTOTYPE Plans. The Trustees shall have no duties,
         responsibility or liabilities for any act or omission in connection
         with the administration, operation or investment of any individual
         retirement account or any plan established pursuant to a master,
         prototype or other sponsored arrangement which is a Participating Trust
         except to the extent that they shall have specifically undertaken such
         liabilities, duties or responsibilities under the terms of this
         Agreement and Declaration of Trust or under the Rules of Participation.


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<PAGE>




                                     PART V

                                  ARTICLE XXIV

                               COMPANY SECURITIES



                  SECTION 24.1 COMPANY SECURITIES. Notwithstanding anything to
         the contrary contained in this Agreement and Declaration of Trust, (a)
         any Company Securities and other assets held by a Plan of Participation
         through a Trustee/Custodian shall not constitute Separate Assets within
         the meaning of Article XVIII; (b) the holding of such Company
         Securities and other assets through the Trustee/Custodian shall not in
         and of itself make a Plan of Partial Participation within the meaning
         of such Article XVIII; and (c) the Participating Trust established with
         respect to the Plan of Participation holding such Company Securities
         and other assets through the Trustee/Custodian shall continue to be
         deemed a Full Participating Trust for all purposes of this Agreement
         and Declaration of Trust.

                  Company Securities and other assets held by a Plan of
         Participation through a Trustee/Custodian shall be treated for purposes
         of the provisions of this Agreement and Declaration of Trust in all
         respects as a Plan Interest, except that:

                           (i) In the event that the Plan Interest of any Plan
                  of Participation includes Company Securities and other assets
                  held through a Trustee/Custodian, for purposes of the funding
                  policy of such Plan of Participation established pursuant to
                  Section 17.4 of this Agreement and Declaration of Trust such
                  Company Securities and other assets shall for all purposes be
                  deemed to be equity securities.


                           (ii) Notwithstanding anything to the contrary
                  contained in this Agreement and Declaration of Trust, the Plan
                  Administrator of a Plan of Participation holding Company
                  Securities and other assets through a Trustee/Custodian shall
                  be solely responsible for the manner in which such Company
                  Securities and other assets shall be administered, including
                  having sole responsibility for all investment, management,
                  disposition, and voting decisions with respect to such Company
                  Securities and other assets pursuant to the applicable
                  Trust/Custodial Agreement. The Plan Administrator of a Plan of
                  Participation holding Company Securities and other assets
                  through a Trustee/Custodian shall ensure that any Company
                  Securities and other assets acquired by the Plan of
                  Participation , through purchase, merger with another Plan of
                  Participation, stock dividend, stock split, or other
                  distribution in respect of such Company Securities, or
                  otherwise, are held pursuant to the applicable Trust/Custodial
                  Agreement


                                      -73-
<PAGE>



                  and administered in accordance with the terms thereof and of
                  this Article XXIV.


                           (iii) The Trustees shall, at the direction of the
                  Plan Administrator of a Plan of Participation holding Company
                  Securities and other assets through a Trustee/Custodian
                  receive from the Trustee/Custodian any assets acceptable to
                  the Trustees or, upon such direction, transfer cash or assets
                  determined by the Trustees to the Trustee/Custodian for the
                  benefit of such Plan of Participation, in order to effect,
                  respectively, a disposition or acquisition of Company,
                  Securities and other assets held pursuant to the applicable
                  Trust/Custodial Agreement. In acting upon the direction of the
                  Plan Administrator in this manner, the Trustees shall have no
                  duty of inquiry with respect to any such transfer, but may
                  accept the direction of such Plan Administrator as a
                  certification that any such transfer complies with the Plan of
                  Participation, the provisions of all applicable agreements,
                  including the applicable Trust/Custodial Agreement and any
                  applicable stockholders' agreement, and the requirements of
                  the Code and applicable laws. Nothing herein shall prohibit
                  the payment of contributions by a Participating Employer
                  directly to a Trustee/Custodian solely for the purpose of
                  purchasing on behalf of a Plan of Participation Company
                  Securities and other assets to be held through the Trustee
                  /Custodian; provided, however, that the Trustees shall have no
                  liability or responsibility with respect thereto other than as
                  provided in subsection (i) above.


                           (iv) To the extent that the Trustees shall have any
                  responsibility under this Agreement and Declaration of Trust
                  which relates to the amount, kind, or value of the Company
                  Securities and other assets held by a Plan of Participation
                  through a Trustee/Custodian, including, without limitation,
                  any such responsibility with respect to the determination of
                  the amount of contributions or to reporting and disclosure,
                  the Trustees shall be entitled to rely conclusively upon the
                  certification of the Plan Administrator of such Plan of
                  Participation with respect thereto.


                           (v) A Participating Employer and the Plan
                  Administrator of a Plan of Participation which holds Company
                  Securities and other assets through a Trustee/Custodian shall
                  enter into such agreements as may be required by the Trustees,
                  the Trustee/Custodian, or otherwise, in order to provide for
                  the payment of benefits from or receipt of contributions to
                  the Plan of Participation or such other matters relating to
                  the administration thereof as the Trustees or such
                  Trustee/Custodian may deem necessary or desirable.

                                      -74-
<PAGE>


                           (vi) The investment authority and responsibility of
                  the Trustees with respect to the Company Securities and other
                  assets held by a Plan of Participation through a
                  Trustee/Custodian is expressly limited as set forth in this
                  Article XXIV, and to the extent permitted by ERISA, the
                  Trustees shall have no liability or responsibility whatsoever
                  with respect to any such Company Securities or other assets
                  held through a Trustee/Custodian, including, without
                  limitation, the duty to review or make suggestions with
                  respect thereto.




                                      -75-
<PAGE>




                                     PART VI

                                   ARTICLE XXV

                            MISCELLANEOUS PROVISIONS



                  SECTION 25.1 NONALIENATION OF BENEFITS.

                           (a) No benefit payable under the provisions of this
                  Agreement and Declaration of Trust shall be subject in any
                  manner to anticipation, alienation, sale, transfer,
                  assignment, pledge, encumbrance , or charge, and any attempt
                  to so anticipate, alienate, sell, transfer, assign, pledge,
                  encumber, or charge the same shall be void nor shall any such
                  benefit be in any manner liable for or subject to the debts,
                  contracts, liabilities, engagements, or torts of any active,
                  retired or former employee or of a beneficiary of such
                  employee, except as specifically provided herein.


                           (b) Notwithstanding the foregoing, any active,
                  retired or former employee or beneficiary of any such employee
                  who has created a trust for the benefit of himself or his
                  immediate family may direct that benefit payments due him
                  shall be paid to such trust.


                  SECTION 25.2 HEADINGS. The titles and headings of Articles and
         Sections in this Agreement and Declaration of Trust are for the
         convenience of reference only, and in case of any conflict, the text,
         rather than such titles or headings, shall be controlling.

                  SECTION 25.3 COUNTERPARTS. This Agreement and Declaration of
         Trust shall be executed in any number of counterparts, and each one
         shall be deemed to be the original although the others shall not be
         produced.

                  SECTION 25.4 GENDER AND NUMBER. Words used in the masculine
         shall be read and construed in the feminine where applicable. Wherever
         required, the singular of any word used in this Agreement and
         Declaration of Trust shall include the plural and the plural may be
         read in the singular.




                                      -76-
<PAGE>




                                  ARTICLE XXVI

                         SITUS OF TRUST AND JURISDICTION



                  SECTION 26.1 SITUS. This Agreement and Declaration of Trust
         created hereby shall be construed, regulated and administered under the
         laws of the State of New York, except to the extent such laws may be
         preempted by the laws of the United States under the provision of
         ERISA.

                  IN WITNESS WHEREOF, the Trustees have executed this Agreement
         and Declaration of Trust, effective as of the Restatement Date.


                                                        William Dannecker
                                                        Edward J. Kowatch
                                                        Russell C. Carlson
                                                        Eugene C. Ecker
                                                        Covington Hardee
                                                        Ralph L. Hodgkins, Jr.
                                                        Maurice E. Kinkade
                                                        William G. Lillis
                                                        William F. Olson
                                                        Nicholas J. Scali
                                                        William L. Schrauth
                                                        Raymond L. Willis


                                      -77-