EXHIBIT 10.27

                          MORRISON HEALTH CARE, INC.
                             SALARY DEFERRAL PLAN
                               TRUST AGREEMENT


     THIS AGREEMENT has been made as of the 30th day of September, 1997, between
Morrison  Health Care,  Inc. (the  "Company") and Merrill Lynch Trust Company of
(Florida)(the  "Trustee") with respect to a trust (the "Trust")  forming part of
the Morrison Health Care, Inc. Salary Deferral Plan (the "Plan").

     WHEREAS,  the Plan qualifies  both as an "employee  stock  ownership  plan"
("ESOP") within the meaning of section  4975(e)(7) of the Internal  Revenue Code
of 1986  (the  "Code")  and as a cash or  deferred  profit  sharing  plan  under
sections 401(a) and 401(k) of the Code; and

     WHEREAS,  in order to  effectuate  the  purposes  of the Plan,  the Company
hereby establishes this Trust,  designed to meet the applicable  requirements of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and

     WHEREAS,  it is a principal  purpose of the Trust to maintain assets in the
form of and  invest in stock of the  Company  ("Company  Stock")  qualifying  as
"employer  securities"  within the  meaning  of  section  409(1) of the Code and
section 407(d)(5) of ERISA;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants herein  contained,  the Company and the Trustee do hereby covenant and
agree as follows:

                                  SECTION I
                                  THE TRUST

     1.1  Establishment  of the Trust.  The Company hereby  establishes with the
Trustee the Trust, which shall be known as the Morrison Health Care, Inc. Salary
Deferral  Plan Trust,  for the purposes of holding and  administering  the Trust
Fund in accordance  with this  Agreement.  Except as provided in section 4.4 and
4.5 below,  nothing  contained in the Plan,  either expressly or by implication,
shall impose any additional powers, duties or responsibilities upon the Trustee.
The Trustee shall not be  responsible  for the  administration  of the Plan. The
"Trust  Fund" shall at any time mean all property of every kind then held by the
Trustee pursuant to this Trust Agreement, including the contributions of cash or
Company Stock made to the Trust by the Company or any employer  participating in
the Plan (an "Employer"),  any property into which such  contributions  may from
time to time be converted,  and any appreciation  therein or income thereon less
any  depreciation  therein,  any losses thereon and any  distributions  payments
therefrom. Except as otherwise provided herein, title to the assets of the Trust
Fund  shall at all times be vested in the  Trustee,  subject to the right of the
Trustee to hold title in



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bearer  form or in the name of a  nominee,  and the  interests  of others in the
Trust Fund shall only be the right to have such assets received, held, invested,
administered and distributed in accordance with the provisions of the Trust.

     1.2  Appointment  of Trustee.  The Company  represents  that all  necessary
action has been taken for the appointment of the Trustee as trustee of the Trust
and that the Trust Agreement  constitutes a legal,  valid and binding obligation
of the Company. The Trustee accepts its appointment as trustee of the Trust.

     1.3 Status of Trust.  The Trust is intended  to be a qualified  trust under
section  401(a) of the Code and exempt from taxation  pursuant to section 501(a)
of the Code.

     1.4  Exclusive  Purpose.  Notwithstanding  anything to the contrary in this
Agreement,  or in any  amendment  thereto,  except as otherwise  provided  under
ERISA, the Named  Fiduciaries (as defined in Section 2.1) and the Trustee,  as a
directed  trustee shall  discharge their  respective  duties with respect to the
Trust Fund for,  and the Trust Fund  shall be used  solely for and not  diverted
from,  the exclusive  purpose of providing  benefits for Plan  participants  and
their beneficiaries and defraying reasonable expenses of administering the Plan.
Notwithstanding the preceding sentence,  however,  contributions may be returned
by the Trustee at the  direction  of a Named  Fiduciary  if the Named  Fiduciary
certifies  in  writing  to the  Trustee  that  one  or  more  of  the  following
circumstances exist.

     (a) if a  contribution  is made by the  Company  by reason of a mistake  of
fact, the contribution or the value thereof, if less, may be returned within one
year after it was paid to the Trustee;

     (b) if a contribution is conditioned upon its  deductibility  under section
404 of the Code,  to the extent the  deduction  is  disallowed  by the  Internal
Revenue Service, the contribution or the value thereof, if less, may be returned
to the Company within one year after the disallowance; or

     (c) if a contribution  is  conditioned  upon initial  qualification  of the
Plan,  as amended,  under  sections  401, 409 and  4975(e)(7)  of the Code,  the
contribution  or the value  thereof,  if less,  may be  returned  to the Company
within one year after such qualification has been denied.

     1.5 Receipt of  Contributions  and  Transfers of Assets.  The Trustee shall
receive in cash or Company Stock all contributions paid or delivered to it which
are  allocable  under  the  Plan  and to the  Trust  and all  transfers  paid or
delivered  under the Plan to the Trust  from a  predecessor  trustee  or another
trust  (including a trust forming part of another plan  qualified  under section
401(a) of the Code), provided that the Trustee shall not be obligated to receive
any such contribution or transfer unless prior thereto or coincident  therewith,
as the  Trustee may  specify,  the Trustee  has  received  such  reconciliation,
allocation, investment or other information concerning, or such direction,


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instruction or  representation  with respect to, the contribution or transfer or
the source thereof as the Trustee may reasonably require. The Trustee shall have
no duty or  authority to (a) require any  contributions  or transfers to be made
under the Plan or to the Trustee,  (b) compute any amount to be  contributed  or
transferred  under the Plan to the Trustee,  or (c)  determine  whether  amounts
received by the Trustee comply with the Plan.

     1.6  Directed  Trustee.  The  Trustee  shall hold the Trust  Fund,  without
distinction between principal and income, as a nondiscretionary trustee pursuant
to the terms of this Trust Agreement.  Assets of the Trust may, absent direction
from the Named Investment Fiduciary (as defined in Section 2.1) to the contrary,
be held in an account  maintained  with an affiliate  of the Trustee.  Except as
required by ERISA,  the Trustee  shall  invest the Trust Fund as directed by the
Named Investment Fiduciary, as defined herein, an Investment Manager, as defined
herein,  or a Plan  participant  or  beneficiary,  as the case  may be,  and the
Trustee  shall have no  discretionary  control  over,  nor any other  discretion
regarding, the investment or reinvestment of any asset of the Trust Fund.

                                  SECTION II
                              NAMED FIDUCIARIES

     2.1 Named Administrative and Investment  Fiduciaries.  For purposes of this
Trust Agreement, the term "Named Administrative  Fiduciary" refers to the person
or  persons  named  or  provided  for  under  the  Plan as  responsible  for the
administration  and  operation  of the  Plan,  and the  term  "Named  Investment
Fiduciary"  refers  to the  person  or  persons  provided  for under the Plan as
responsible  for the  investment  and  management  of Plan  assets to the extent
provided for in this Trust Agreement (together,  the "Named  Fiduciaries").  The
Named  Administrative  Fiduciary and the Named  Investment  Fiduciary may be the
same  person or persons.  If no such person or persons is named or provided  for
under the Plan, or if so named or provided for but not then serving, the Company
shall be the Named Administrative Fiduciary or the Named Investment Fiduciary or
both, as the case may be.

     2.2   Identification  of  Named   Fiduciaries  and  Designees.   The  Named
Administrative Fiduciary and the Named Investment Fiduciary under the Plan shall
each be  identified  to the  Trustee  in writing by the  Company,  and  specimen
signatures of each, or of each member thereof, as appropriate, shall be provided
to the Trustee by the Company. The Company shall promptly give written notice to
the  Trustee  of a change in the  identity  either  of the Named  Administrative
Fiduciary  or  the  Named  Investment  Fiduciary,  or  any  member  thereof,  as
appropriate, and until such notice is received by the Trustee, the Trustee shall
be fully  protected in assuming  that the  identity of the Named  Administrative
Fiduciary  or  Named  Investment   Fiduciary,   and  the  members  thereof,   as
appropriate, is unchanged. Each person authorized in accordance with the Plan to
give a direction to the Trustee on behalf of the Named Administrative  Fiduciary
or the Named Investment  Fiduciary shall be identified to the Trustee by written
notice  from the  Company  or the Named  Administrative  Fiduciary  or the Named
Investment  Fiduciary,  as the case may be,  and such  notice  shall  contain  a
specimen of the signature. The Trustee shall be entitled to


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rely upon each such written  notice as evidence of the identity and authority of
the persons  appointed until a written  cancellation of the appointment,  or the
written appointment of a successor, is received by the Trustee from the Company,
the Named  Administrative  Fiduciary or the Named Investment  Fiduciary,  as the
case may be.

     2.3 Named Fiduciary's Directions. Directions from or on behalf of the Named
Fiduciaries  or their  designees  shall be  communicated  to the  Trustee or the
Trustee's designee only in accordance with procedures  acceptable to the Trustee
and the Named  Administrative  Fiduciary.  Neither the Trustee nor the Trustee's
designee  shall  be  empowered  to  implement  any  such  directions  except  in
accordance   with   procedures   acceptable   to  the   Trustee  and  the  Named
Administrative  Fiduciary. The Trustee shall have no liability for following any
such  directions  or failing to act in the absence of any such  directions.  The
Trustee  shall have no liability  for the acts or omissions of any person making
or failing to make any direction  under the Plan or this Trust Agreement nor any
duty or obligation to review any such  direction,  act or omission,  SECTION III
POWERS OF TRUSTEE

     3.1  Nondiscretionary  Investment  Powers.  At the  direction  of the Named
Administrative  Fiduciary or the Named Investment Fiduciary or such other person
authorized hereunder to direct such action, and in accordance with the direction
of such person,  the Trustee,  or the Trustee's  designee or a broker/dealer  as
referred to in section 4.3, is authorized and empowered:

     (a) to  invest  and  reinvest  the Trust  Fund,  together  with the  income
therefrom, in common stock, preferred stock, convertible preferred stock, bonds,
debentures, convertible debentures and bonds, mortgages, notes, commercial paper
and other  evidences of  indebtedness  (including  those issued by the Trustee),
shares of mutual funds (which funds may be  sponsored,  managed or offered by an
affiliate of the Trustee),  guaranteed  investment  contracts,  bank  investment
contracts,  other  securities,  polices of life  insurance,  annuity  contracts,
options,  options  to buy or sell  securities  or other  assets,  and all  other
property of any type (personal, real or mixed, and tangible or intangible);

     (b) to  deposit  or  invest  all or any part of the  assets of the Trust in
savings  accounts  or  certificates  of deposit or other  deposits  in a bank or
savings and loan  association  or other  depository  institution,  including the
Trustee or any of its  affiliates;  provided that, with respect to such deposits
with the Trustee or an affiliate, the deposits bear a reasonable interest rate;

     (c) to hold,  manage,  improve,  repair and control all  property,  real or
personal,  forming part of the Trust Fund; to sell, convey, transfer,  exchange,
partition, lease for any term, even extending beyond the duration of this Trust,
and otherwise dispose of the same from time to time;


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     (d) to have, subject to sections 4.4 and 4.5 below,  respecting securities,
all the rights,  powers and privileges of an owner,  including the power to give
proxies,  pay assessments and other sums deemed by the Trustee necessary for the
protection  of the Trust Fund;  to vote,  subject to sections 4.4 and 4,5 below,
any  corporate  stock  either in person or by proxy,  with or  without  power of
substitution,  for  any  purpose;  to  participate  in  voting  trusts,  pooling
agreements,   foreclosures,   reorganizations,   consolidations,   mergers   and
liquidations, and in connection therewith to deposit securities with or transfer
title  to  any  protective  or  other  committee;  to  exercise  or  sell  stock
subscriptions or conversion rights; and, regardless of any limitation  elsewhere
in this  instrument  relative to Investments by the Trustee to accept and retain
as an investment any securities or other property  received through the exercise
of any of the foregoing powers;

     (e) to hold in cash such  portion of the Trust Fund which it is directed to
so hold pending  investments,  or payment of expenses,  or the  distribution  of
benefits;

     (f) to take such  actions as may be  necessary  or desirable to protect the
Trust from loss due to the default on mortgages held in the Trust, including the
appointment  of agents  or  trustees  in such  other  jurisdictions  as may seem
desirable,  to transfer  property to such agents or  trustees,  to grant to such
agents such powers as are  necessary or desirable to protect the Trust Fund,  to
direct such agent or trustee, or to delegate such power to direct, and to remove
such agent or trustee;

     (g) to settle,  compromise or abandon all claims and demands in favor of or
against the Trust Fund;

     (h) to invest in any  common or  collective  trust fund  maintained  by the
Trustee or its affiliate;

     (i) to exercise all of the further rights,  powers,  options and privileges
granted,  provided  for, or vested in trustees  generally  under the laws of the
state in which the Trustee is  incorporated,  so that the powers  conferred upon
the Trustee herein shall not be in limitation of any authority conferred by law,
but shall be in addition thereto;

     (j) to borrow  money  from any  source  and to  execute  promissory  notes,
mortgages  or other  obligations  and to pledge or mortgage  any trust assets as
security, subject to applicable requirements of the Code and ERISA;

     (k) to compromise,  compound, and settle any debt or obligation owing to or
from it as Trustee;  to reduce or increase  the rate of interest  on,  extend or
otherwise  modify,  foreclose  upon  default,  or  otherwise  enforce  any  such
obligation; and

     (l) to maintain accounts at, execute  transactions  through, and lend on an
adequately secured basis stocks,  bonds or other securities to, any brokerage or
other firm, including any firm which is an affiliate of the Trustee; and



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     (m) subject to Section 5, to borrow from any lender  (including the Company
or any  shareholder  of the  Company)  to  acquire  shares of  Company  Stock as
authorized by this Agreement.

     3.2 Additional Powers of Trustee. To the extent necessary or which it deems
appropriate  to implement  its powers under  Section 3.1 or otherwise to fulfill
any of its duties and responsibilities as trustee of the Trust Fund, the Trustee
shall have the following additional powers and authority:

     (a) to register  securities,  or any other property,  in its name or in the
name of any  nominee,  including  the name of any  affiliate or the nominee name
designated by any affiliate, with or without indication of the capacity in which
property shall be held, or to hold  securities in bearer form and to deposit any
securities or other property in a depository or clearing corporation;

     (b) to  designate  and engage the  services of and to  delegate  powers and
responsibilities  to,  such  agents,  representatives,   advisers,  counsel  and
accountants as the Trustee considers  necessary or appropriate,  any of whom may
be an  affiliate  of the  Trustee or a person who  renders  services  to such an
affiliate,  and, as a part of its expenses  under this Trust  Agreement,  to pay
their reasonable expenses and compensation;

     (c) to make, execute and deliver,  as Trustee,  any and all deeds,  leases,
mortgages,  conveyances,  waivers,  releases  or other  instruments  in  writing
necessary or for the  accomplishment  of any of the powers  listed in this Trust
Agreement;

     (d) to determine the market value of any  securities or other property held
by the Trustee in the Trust Fund. and where any securities or other property are
determined  by the Trustee not to be  marketable,  to  determine  their value in
accordance  with sound  practice and standards  for  evaluating  such  property,
including  valuation by an independent  appraiser  selected by the Trustee,  for
whose services the Company shall be obligated to pay the fees and expenses;

     (e) to  employ  legal  counsel,  brokers  and  other  advisors,  agents  or
employees to perform services for the Trust Fund or to advise it with respect to
its duties and  obligations  under this  Agreement  and in  connection  with the
Trust, and to pay from the Trust Fund such compensation as it deems appropriate;
and

     (f)  generally  to do all other acts which the Trustee  deems  necessary or
appropriate for the protection of the Trust Fund.

                            SECTION IV
                            INVESTMENTS

     4.1 Investment in Company Stock. The assets of the ESOP Fund (as defined in
the Plan) shall be invested  primarily in Company Stock,  although up to 100% of
the


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assets of the Trust Fund may be  invested in Company  Stock.  To the extent that
Company contributions are made in Company Stock, the Trustee will be expected to
retain such Company Stock. To the extent Company  contributions or dividends are
made in cash and are not used to pay  principal  or interest on an ESOP Loan (as
defined in Section 5) or to pay expenses of the Fund,  the Trustee  will, at the
direction of the Named Investment  Fiduciary,  acquire Company Stock either from
other  shareholders or directly from the Company.  The Trustee will pay adequate
consideration for all Company Stock it acquires (other than a contribution). If,
at the  time  of any  purchase,  Company  Stock  is not  actively  traded  on an
established  securities  market,  the  amount  of  such  consideration  will  be
determined  by the Named  Fiduciary,  however,  the  Trustee  may also make such
determination  or may  retain,  on the  Company's  behalf  and at the  Company's
expense, an independent fiduciary to make such a determination,  in either case,
on the basis of the advice provided by an independent  appraiser selected by the
Trustee or  independent  fiduciary,  as  applicable,  and the  Company  shall be
obligated to pay the fees and expenses of such independent appraiser.

     If at  the  time  Company  Stock  is  to  be  purchased,  the  Company  has
outstanding more than one class of Stock,  the Named Investment  Fiduciary shall
direct the Trustee as to which class of Stock shall be  purchased  (which  class
shall satisfy Code section 409(e)).

     To the extent  consistent  with the foregoing,  at the direction of a Named
Fiduciary, the Fund may hold temporary investments other than Company Stock, may
hold such portion of the Fund in such  investments  as may be required under the
investment  diversification provisions of the Plan, may hold such portion of the
Fund uninvested as a Named Fiduciary directs for making, distributions under the
Plan,  may  invest  assets  of the  Fund in  short-term  investments  bearing  a
reasonable  rate of  interest,  including,  without  limitation,  any  common or
collective  investment  trust (including one established at the institution that
serves as Trustee  hereunder or any of its  affiliates)  which  provides for the
pooling of assets of plans  described  in section  401(a) of the Code and exempt
from tax under section 501(a) of the Code,  the terms of which are  incorporated
by reference,

     4.2 Investment Management.  The Named Investment Fiduciary shall manage the
investment  of the  Trust  Fund  except  insofar  as (a)  the  Named  Investment
Fiduciary appoints a person (an "Investment Manager") who meets the requirements
of section 3(38) of ERISA to manage Trust assets,  or (b) the Plan provides for,
and the Named  Administrative  Fiduciary  elects to allow,  Plan  participant or
beneficiary  direction of the investment of assets  allocable  under the Plan to
the accounts of such participants and beneficiaries.

     In situation (a) above, the Company or the Named  Investment  Fiduciary may
appoint one or more Investment Managers, who may be affiliate(s) of the Trustee,
to direct the Trustee in the  investment  of all or a  specified  portion of the
assets of the Trust. The Named Investment  Fiduciary shall notify the Trustee in
writing  before  the  effective  date  of  the  appointment  or  removal  of any
Investment  Manager.  If  there  is  more  than  one  Investment  Manager  whose
appointment is effective under the Plan at any one time, the


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Trustee  shall,  upon  written  instructions  from  the  Company  or  the  Named
Investment  Fiduciary,  establish  separate  funds  for  control  by  each  such
Investment Manager.  The funds shall consist of those Trust assets designated by
the Company or the Named Investment Fiduciary.

     In situation (b) above, a list of the  participants and  beneficiaries  and
such information concerning them as the Trustee may specify shall be provided by
the Company or the Named  Administrative  Fiduciary  to the Trustee  and/or such
other  person(s) as are necessary for the  implementation  of the  participants'
directions in accordance  with procedures  reasonably  acceptable to the Trustee
and the Named Administrative Fiduciary.

     4.3 Investment Directions. Directions for the investment or reinvestment of
Trust Fund assets from the Named Investment Fiduciary,  an Investment Manager or
a Plan participant or beneficiary, as the case may be, shall, in a manner and in
accordance  with procedures  reasonably  acceptable to the Trustee and the Named
Administrative Fiduciary, be communicated to and implemented by, as the case may
be, the Trustee,  the  Trustee's  designee or, with the Trustee's  consent,  the
broker/dealer  designated for the purpose by the Company or the Named Investment
Fiduciary.   Communication   of  any  such  direction  to  such  a  designee  or
broker/dealer  shall  conclusively be deemed an authorization to the designee or
broker/dealer  to implement the direction even though coming from a person other
than the Trustee.

     If the Trustee does not receive written directions with respect to any part
of the Trust  Fund  subject  to the  Named  Fiduciaries'  direction  (including,
without limitation, income, sale proceeds, or contributions), the Trustee shall,
pending receipt of such directions,  be deemed to be directed to hold and invest
such amount in short-term  securities or other such short-term  investments that
the Trustee deems appropriate.

     Except as required by ERISA, the Trustee shall have no duty to determine or
inquire into  whether any  directions  received  from the Named  Fiduciaries  in
accordance  with  the  terms  of this  Agreement  represent  proper  and  lawful
decisions  or result in  prohibited  transactions  as defined in section  406 of
ERISA.  The Trustee shall have no duty to review any  investment to be acquired,
held or disposed of pursuant to such  instructions  from the Named  Fiduciaries.
Except as required by ERISA,  the Trustee  shall have no liability for following
or any other person's following such directions or failing to act in the absence
of any such  directions.  The Trustee  shall have no  liability  for the acts or
omissions of any person  directing the investment or  reinvestment of Trust Fund
assets or making or failing to make any  direction  referred to in section  4.4.
Neither  shall  the  Trustee  have any duty or  obligation  to  review  any such
investment  or other  direction,  act or omission  or,  except upon receipt of a
proper direction,  to invest or otherwise manage any asset of the Trust which is
subject to the  control of any such  person or to  exercise  any voting or other
right referred to in Section 4.4.


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      4.4   Voting Rights

     (a) With respect to Company Stock,  each  participant (or  beneficiary) is,
for  purposes of this Section  4.4(a),  hereby  designated  a "named  fiduciary"
(within the meaning of section 403(a)(l) of ERISA) with respect to the shares of
Company  Stock  allocated  to his account and shall have the right to direct the
Trustee with respect to the vote of the shares of Company Stock allocated to his
or her account on each matter brought before any meeting of the  stockholders of
the Company.  Upon timely receipt of such directions  from each  participant (or
beneficiary),  the  Trustee  shall on each such  matter  vote as directed by the
participant (or beneficiary) the number of shares (including  fractional shares)
of Company Stock allocated to each participant's (or beneficiary's) account, and
except as otherwise  required by ERISA,  the Trustee shall have no discretion in
the matter

     (b) With respect to all Trust Fund assets not  described in section  4.4(a)
above,  including  shares of Company  Stock not  allocated  to the  accounts  of
participants  or  beneficiaries,  and,  with respect to shares of Company  Stock
where the Company (or any Employer) does not have a "registration-type  class of
securities"  (as described in Section  409(e)(4) of the Code),  for matters that
the Plan does not pass through to participants  (or  beneficiaries),  the voting
and other rights in Company  Stock,  securities or other assets held a the Trust
shall be  exercised  by the Trustee  solely as directed by the Named  Investment
Fiduciary,  Investment  Manager or other person who at the time has the right to
direct the investment or  reinvestment  of the Company Stock,  security or other
asset involved.

     (c) The  Company  or  Named  Administrative  Fiduciary  shall  establish  a
procedure  reasonably  acceptable to the Trustee for the timely dissemination to
each person entitled to direct the Trustee or its designee as to voting or other
decision  called  for  thereby  or  referred  to  therein of all proxy and other
materials hearing on the decision and a form requesting  confidential directions
to the Trustee as to how the Trustee  should vote or  otherwise  decide.  In the
case of Company Stock, at such time as proxy or other materials  bearing thereon
are  disseminated  generally  to  owners of  Company  Stock in  accordance  with
applicable  law, the Company shall cause a copy of such proxy or other materials
to be delivered directly to the Trustee and, thereafter,  shall promptly deliver
to the Trustee such number of additional  copies of the proxy or other materials
as the Trustee may request.

     (d) In the event a Plan participant or beneficiary or an Investment Manager
with the right to direct a voting or other decision with respect to any security
or other asset held in the Trust does not communicate any decision on the matter
to the Trustee or the Trustee's  designee by the time  prescribed by the Trustee
or the Trustee's designee for that purpose, or if the Trustee notifies the Named
Investment  Fiduciary either that it does not have precise information as to the
securities or other assets involved  allocated on the applicable  record date to
the accounts of all  participants  and  beneficiaries,  or that time constraints
make it unlikely that participant, beneficiary or Investment


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Manager  direction,  as the case may be, can be received on a timely basis,  the
decision shall be the responsibility of the Named Investment Fiduciary and shall
be  communicated  to the  Trustee  on a timelv  basis.  In the  event  the Named
Investment  Fiduciary  with  any  right  or  responsibility  under  the  Plan or
hereunder to direct a voting or other  decision  with respect to any security or
other asset held in the Trust does not, or is unable in  accordance  with ERISA,
communicate any decision on the matter to the Trustee or the Trustee's  designee
by the time  prescribed  by the  Trustee  for that  purpose or to the extent the
Trustee determines that the Trustee must exercise discretion with respect to any
decision,  the Trustee  may retain an  independent  fiduciary,  on behalf of the
Company,  to direct it as to the voting of Company  Stock or other assets of the
Trust Fund,  and the Company  shall be obligated to pay the fees and expenses of
such  fiduciary,  including  fees of any advisor to the  independent  fiduciary.
Except as required by ERISA, the Trustee shall follow all directions referred to
above in this section and shall have no duty to exercise  voting or other rights
relating to any such Company Stock, security or other asset.

     4.5 Tender and Exchange  Offers.  The  provisions of this section 4.5 shall
apply in the event of a tender or exchange offer including,  but not limited to,
a tender offer or exchange offer within the meaning of the  Securities  Exchange
Act of 1934, as from time to time amended and in effect, (hereinafter, a "tender
offer") for Company Stock is commenced by a person or persons.

     The Trustee  shall have no  discretion  or authority  to sell,  exchange or
transfer any of such shares  pursuant to such tender offer except to the extent,
and  only to the  extent,  provided  in this  Agreement.  Each  participant  (or
beneficiary)  is hereby  designated  a named  fiduciary  within  the  meaning of
section 403(a)(l) of ERISA with respect to the shares of Company Stock allocated
to his account.  and shall have the right,  to the extent of the number of whole
shares of Company  Stock  allocated to his account,  to direct the Trustee as to
the  manner in which to  respond  to a tender  offer  with  respect to shares of
Company Stock.

     The Company shall use its best efforts to timely  distribute or cause to be
distributed to each  participant (or  beneficiary)  such  information as will be
distributed to  stockholders  of the Company in connection  with any such tender
offer.  The Trustee  shall  solicit  confidentially  from each  participant  (or
beneficiary)  the directions  described in this section as to whether shares are
to be tendered.  The Trustee shall respond as instructed by each participant (or
beneficiary)  with  respect to such shares of Company  Stock.  The  instructions
received by the Trustee from  participants (or  beneficiaries)  shall be held by
the Trustee in  confidence  and shall not be divulged or released to any person,
including  the Named  Administrative  Fiduciary  or officers or employees of the
Company or any affiliated company.

     With respect to (1) any shares of Company Stock  allocated to a participant
or  beneficiary's  account  for  which  the  Trustee  has  not  received  timely
instructions  from the participant (or beneficiary) as to the manner in which to
respond to such a tender offer. (2) unallocated shares of Company Stock, and (3)
fractional shares of Company Stock



<PAGE>


allocated to participants' (or  beneficiaries')  accounts,  such shares shall be
tendered  or  exchanged  by the  Trustee  as  directed  by the Named  Investment
Fiduciary.  If the Named Investment  Fiduciary fails, or is unable in accordance
with ERISA, to give such direction, or to the extent the Trustee determines that
the Trustee must exercise  discretion with respect to any decision,  the Trustee
may  retain an  independent  fiduciary  to direct it as to  whether to tender or
exchange  Company Stock,  and the Company shall be obligated to pay the fees and
expenses of such fiduciary, including fees of any advisor to the fiduciary.

                             SECTION V
                  LEVERAGED ACQUISITIONS OF STOCK

     The Named  Fiduciary  may from time to time  direct  the  Trustee  to incur
indebtedness  (including  indebtedness to the company) to purchase Company Stock
(an "ESOP  Loan") on such  terms and  conditions  as the Named  Fiduciary  shall
determine.  Any such ESOP Loan shall meet all of the  requirements  necessary to
constitute an "exempt loan" within the meaning of section 4975(d)(3) of the code
and Treasury Regulation section 54.4975-7(b)(1)(iii) and shall be used primarily
for the benefit of the Plan participants and their beneficiaries.

     Payments of  principal  and interest on any such ESOP Loan shall be made by
the  Trustee  (as  directed  by  a  Named   Fiduciary)  only  from  (1)  Company
contributions  made under the Plan for the purpose of satisfying  such ESOP Loan
obligation,  earnings  on such  contributions  and  earnings  on shares of Stock
acquired  with the proceeds of such ESOP Loan,  (2) the proceeds of a subsequent
ESOP Loan made to repay a prior ESOP Loan,  and/or (3) the  proceeds of the sale
of  collateralized  shares of Company  Stock  acquired with the proceeds of such
ESOP Loan.

     In the event of a default  under an ESOP  Loan,  the value of Trust  assets
transferred  to the lender shall not exceed the amount of the default,  provided
further that if the lender is a "party in interest"  within the meaning of ERISA
section  3(14),  a transfer of Trust assets upon default  shall be made only if;
and to the extent  of,  the  Trust's  failure  to meet the ESOP  Loan's  payment
schedule.

     To the extent that the Trustee  determines  that the Trustee must  exercise
discretion with respect to acts  contemplated by this Section V, the Trustee may
retain an independent  fiduciary,  on behalf of the Company,  to direct it as to
those acts,  and the Company  shall be obligated to pay the fees and expenses of
such fiduciary, including fees of any advisor to the fiduciary.


                             SECTION VI
    PAYMENT OF BENEFITS, TRUSTEE'S COMPENSATION AND EXPENSES

     6.1 Payments by Trustee.  The Trustee shall pay benefits unde the Plan only
when it receives (and in accordance with) written instructions of the Named


<PAGE>


Administrative Fiduciary,  indicating the amount of the payment and the name and
address of the recipient. The Trustee shall have no duty to inquire into whether
any  payment  the  Named  Administrative  Fiduciary  instructs  it  to  make  is
consistent with the terms of the Plan or applicable law or otherwise  proper. If
the Named Administrative Fiduciary advises the Trustee that benefits have become
payable  respecting a  participant's  (or  beneficiary's)  interest in the Trust
Fund, but does not instruct the Trustee as to the manner of payment, the Trustee
shall hold the participant's (or  beneficiary's)  interest in the Trust until it
receives written instructions from the Named Administrative  Fiduciary as to the
manner of  payment.  The  Trustee  shall not pay  benefits  from the Trust  Fund
without such  instructions,  even though it may be informed from other  sources,
including, without limitation, a participant (or beneficiary), that benefits are
payable under the Plan.  The Trustee shall have no  responsibility  to determine
when, to whom, or in what amounts benefits are payable under the Plan,

     The  Trustee  may pay any  benefit  or  expense  under the Plan by  mailing
certificates  representing shares of Company Stock and/or its check, as the case
may  be,  for  the  amount  thereof  to  the  person  designated  by  the  Named
Administrative  Fiduciary as entitled to receive such payment to such address as
may  have  last  been  furnished  to the  Trustee  by the  Named  Administrative
Fiduciary. If no such address has been so furnished, benefits or expenses may be
mailed by the Trustee to such person in care of the Company.

     The Trustee is authorized  to make any payments  directed by court order in
any action in which the Trustee is a party or pursuant to a "qualified  domestic
relations  order" under section  414(p) of the Code or pursuant to a court order
pertaining  to the  enforcement  of a federal tax levy or the  collection by the
United  States on a  judgment  resulting  from an  unpaid  tax  assessment.  The
determination  of  whether  a court  order  constitutes  a  "qualified  domestic
relations order" shall be determined by the Named  Administrative  Fiduciary and
the Trustee shall have no authority to make such a determination.  Except as may
otherwise be required by ERISA,  the Trustee is not obligated to defend  actions
in  which  the  Trustee  is  named  but  shall   notify  the  Company  or  Named
Administrative Fiduciary of any such action and may tender defense of the action
to the  Company,  the  Named  Administrative  Fiduciary  or the  participant  or
beneficiary whose interest is affected. The Trustee may in its discretion defend
any action in which the Trustee is named and any expenses,  including reasonable
attorneys'  fees,  incurred by the Trustee in that  connection  shall be paid or
reimbursed from the Trust Fund to the extent permitted under ERISA.

     6.2  Disputed  Payment.  If a  dispute  arises  over the  propriety  of the
Trustee's  making any payment from the Trust Fund,  the Trustee may withhold the
payment until the dispute has been resolved by a court of competent jurisdiction
or settled by the parties to the dispute.  The Trustee may consult legal counsel
and rely upon the advice of counsel.

     6.3 Trustee's Compensation and Expenses.  Except to the extent specifically
provided  otherwise  herein,  the Trustee's  compensation for its services under
this Trust Agreement shall be paid in accordance with the Trustee's fee schedule
currently in effect.


<PAGE>


Without the written  consent of the Company,  the Trustee's fee schedule may not
be modified more than once every twelve  months.  Any  compensation  or expenses
incurred by the Trustee in connection with or relating to the performance of its
duties under this Trust Agreement or its status as Trustee, including reasonable
attorneys' fees shall be paid from the Trust Fund,  unless the Company elects to
pay any of such  compensation  and  expenses.  If the Company does not so elect,
such  compensation  and expenses shall be charged against and withdrawn from the
Trust Fund as provided below.

     The Trustee is  authorized  to charge the Trust Fund for and withdraw  from
the Trust Fund, without direction from the Named Administrative Fiduciary or any
other person, the amount of any such fees or expenses 30 days after presentation
of a statement for such amount to the Company,  except to the extent the Company
pays such  amounts  before such date.  Trust Fund assets shall be applied to pay
such fees and expenses in the following priority by asset category to the extent
thereof held at the time of  withdrawal  in the Trust Fund subfund or account to
which the fee or expense is allocated: (i) uninvested cash balances; (ii) shares
of any money  market fund or funds held in the Trust  Fund;  and (iii) any other
Trust Fund assets.  The Trustee is  authorized to allocate its fees and expenses
among these  subfunds or accounts to which the fees or expenses  pertain in such
manner as the Trustee deems appropriate under the circumstances  unless prior to
such allocation the Company or the Named Administrative  Fiduciary specifies the
manner in which the allocation is to be made. The Trustee is also authorized but
not required to sell any shares or other assets  referred to above to the extent
necessary for the purpose.

     By signing this Trust Agreement,  the Company authorizes the Trustee and/or
its affiliates to receive payments from certain mutual funds (and/or  collective
trusts) for which no  affiliate  of the Trustee  acts as  investment  manager or
adviser (or from the principal  distributors  and/or  advisors of those funds or
trusts), in connection with the performance of reasonable and necessary services
(including recordkeeping, subaccounting, account maintenance. administrative and
other  shareholder  services);  provided  such  payments  are  properly  made in
accordance with applicable law.  Because  different  mutual funds (or collective
trusts) may be subject to different fee arrangements, the Company should contact
the  Trustee or its  designee  to obtain  further  details on any  specific  fee
arrangements  that may be  applicable  to  investments  under the Plan,  and the
Trustee or its designee shall provide such information upon request.

     6.4 Other Expenses.The  Trustee is authorized upon direction from the Named
Administrative  Fiduciary or any other  person,  to withdraw from the Trust Fund
and pay any federal,  state or local taxes,  charges or  assessments of any kind
levied or assessed  against the Trust or assets thereof.  Until paid, such taxes
shall be a lien  against  the Trust Fund.  The Trustee  shall give notice to the
Named  Administrative  Fiduciary  of its receipt of a demand for any such taxes,
charges or assessments.  The Trustee shall not be personally liable for any such
taxes, charges or assessments.

     Expenses incurred by the Company, the Named Administrative  Fiduciary,  the
Named Investment Fiduciary, any Investment Manager or any other persons


<PAGE>


designated to act on behalf of the Company, the Named  Administrative  Fiduciary
or the Named Investment Fiduciary, including reimbursement for expenses incurred
in the performance of their respective  duties,  may be paid from the Trust Fund
upon the written direction to the Trustee by the Named Administrative Fiduciary.

                            SECTION VII
                      LIABILITY AND INDEMNITY

     7.1  Trustee's  Reliance.  Unless the Trustee has actual  knowledge  to the
contrary,  the Trustee shall have no duty to inquire  whether  directions by the
Company, the Named Administrative  Fiduciary,  the Named Investment Fiduciary or
any other person conform to the Plan,  and the Trustee shall be fully  protected
in relying on any such  direction,  communicated  in accordance  with procedures
acceptable  to the  Trustee  and the Named  Administrative  Fiduciary,  from any
person who is a proper person to give the direction.  The Trustee shall be fully
protected in acting upon any instrument,  certificate, or paper delivered by the
Company,  the Named  Administrative  Fiduciary,  any  participant or beneficiary
(acting as a named  fiduciary)  and  reasonably  believed  by the  Trustee to be
genuine and to be signed or presented by the proper  person or persons,  and the
Trustee  shall be  under  no duty to make  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 Trustee shall have no liability to any participant,  any beneficiary or
any other  person  for  payments  made,  any  failure to make  payments,  or any
discontinuance of payments, on direction of the Named Administrative  Fiduciary,
the Named  Investment  Fiduciary  or any  designee  of either of them or for any
failure  to  make  payments  in  the  absence  of  directions   from  the  Named
Administrative  Fiduciary  or any person  responsible  for or  purporting  to be
responsible for directing the investment of Trust assets. The Trustee shall have
no  obligation to request  proper  directions  from any person.  The Trustee may
request  instructions  from the  Named  Administrative  Fiduciary  or the  Named
Investment  Fiduciary  and shall have no duty to act or liability for failure to
act if  such  instructions  are  not  forthcoming.  The  Trustee  shall  have no
responsibility  to determine  whether the Trust Fund is  sufficient  to meet the
liabilities  under the  Plan,  and shall  not be  liable  for  payments  or Plan
liabilities in excess of the Trust Fund.  The Trustee in its corporate  capacity
shall not be liable for claims of any persons arising under the Plan.

     7.2 Advice of Counsel  The  Trustee may  consult  with legal  counsel  with
respect to the meaning and construction of this Agreement or its powers,  duties
and conduct hereunder.

     Notwithstanding  any other provision of this  Agreement,  the Trustee shall
not be  required  to take any action or  refrain  from  taking  any action  that
violates ERISA, and for this purpose,  the  determination of whether such action
or inaction  violates  ERISA  shall be  determined  by (a) a written  opinion or
advice of counsel based upon such


<PAGE>


counsel's  interpretation of any statute or final regulation,  or (b) an opinion
or order of a court of competent jurisdiction issued to the Plan, the Company or
the Trustee.

     7.3 Other  Fiduciaries.  Each  fiduciary of the Plan and the Trust shall be
solely responsible for its own acts or omissions. The Trustee shall have no duty
to question any other Plan fiduciary's performance of fiduciary duties allocated
to  such  other  fiduciary  pursuant  to the  Plan.  The  Trustee  shall  not be
responsible for the breach of  responsibility by any other Plan fiduciary except
as provided under ERISA.

     7.4  Indemnification.  The Company hereby  indemnifies the Trustee against,
and shall hold the Trustee harmless from, any and all loss,  claims,  liability,
and expense,  including reasonable  attorneys' fees, imposed upon the Trustee or
incurred  by the  Trustee as a result of any acts taken in  accordance  with the
directions from the Named Administrative Fiduciary,  Named Investment Fiduciary,
Investment  Manager or any other person specified herein, or any designee of any
such  person,  or by the  failure  to act due to a lack of  direction  from such
parties or by reason of the  Trustee's  execution  of its duties with respect to
the Trust,  including,  but not  limited to, its holding of assets of the Trust,
the Company's  obligations in the foregoing  regard to be satisfied  promptly on
request by the Trustee,  unless the loss,  claim,  liability or expense involved
resulted from the negligence or willful misconduct of the Trustee.

     7.5 Protection of Designees. To the extent that any designee of the Trustee
is performing a function of the Trustee under this Trust Agreement, the designee
shall have the benefit of all of the applicable  limitations on the scope of the
Trustee's  duties and  liabilities,  all  applicable  rights of  indemnification
granted  hereunder to the Trustee and all other  applicable  protections  of any
nature afforded to the Trustee, except as provided under ERISA.

                            SECTION VIII
                           ADMINISTRATION

     8.1 Records.  The Trustee shall  maintain books of account and records with
respect to the Trust Fund.  Except to the extent required by applicable law, the
Trustee shall not be required to maintain any separate  records or accounts with
respect  to  any  participant,  and  any  records  or  accounts  required  to be
maintained  pursuant  to  the  Plan  or  to  comply  with  ERISA  shall  be  the
responsibility of the Named Administrative Fiduciary or its designee.

     8.2  Accounting.  Within 90 days following the close of each fiscal year of
the Plan or the effective date of the removal or resignation of the Trustee, the
Trustee shall file with the Named Administrative  Fiduciary a written accounting
setting forth all  transactions  since the end of the period covered by the last
previous accounting. The accounting shall include a listing of the assets of the
Trust showing the value of such assets at the close of the period covered by the
accounting.   On  direction  of  the  Named  Administrative  Fiduciary,  and  if
previously agreed to by the Trustee, the Trustee shall


<PAGE>


submit to the Named Administrative Fiduciary interim valuations reports or other
information pertaining to the Trust.

     The Named  Administrative  Fiduciary may approve the  accounting by written
approval  delivered  to the  Trustee.  Any such  affirmative  approval  shall be
binding on the Company, the Named Administrative Fiduciary, the Named Investment
Fiduciary and, to the extent  permitted by ERISA,  all other  persons,  and such
approval  shall  release  and  discharge  the  Trustee  from  any  liability  or
accountability  to the  Company  and the  Named  Administrative  Fiduciary  with
respect to the transactions shown or reflected on the account.

     8.3 Valuation.  The assets of the Trust shall be valued a of each valuation
date under the Plan at fair market value as determined by the Trustee based upon
such sources of information as it may deem reliable,  including, but not limited
to, stock market  quotations,  statistical  evaluation  services,  newspapers of
general circulation,  financial publications,  advice from investment counselors
or brokerage  firms, or any combination of sources.  The Trustee may retain,  on
the Company's behalf and at the Company's expense,  an independent  fiduciary to
make such a  determination,  in either case, on the basis of the advice provided
by an Independent Appraiser" (as described in section 401(a)(28)(C) of the Code)
selected by the Trustee or the  independent  fiduciary,  as applicable,  and the
reasonable  costs incurred in  establishing  values of the Trust Fund shall be a
charge  against  the Trust  Fund,  unless  paid by the  Company.  If there is no
generally  recognized  market (as  described  in section  3(l8)(A) of ERISA) for
shares of Company Stock, all valuations of shares of company stock shall be made
by an Independent Appraiser in accordance with section 3(l8)(B) of ERISA. If the
Department of Labor issues final regulations under ERISA regarding the valuation
of securities or other assets for purposes of the reports required by ERISA, the
Trustee shall use such valuation methods.


                             SECTION IX
                 RESIGNATION AND REMOVAL OF TRUSTEE

     9.1 Manner of  Resignation  or  Removal.  The Trustee may resign as Trustee
under this Agreement at any time by a written statement delivered to the Company
giving  notice of such  resignation,  which  shall be  effective  60 days  after
receipt or at such other time as is agreed by the Company and the  Trustee.  The
Trustee  may be removed at any time by the Company by an  instrument  in writing
and delivered to the Trustee,  which shall be effective 60 days after receipt or
at such other time as is agreed between the Company and the Trustee.

     9.2 Appointment of Successor.  Upon  resignation or removal of the Trustee,
the Company shall  appoint a successor  trustee and shall deliver to the Trustee
copies of (a) a written  instrument  executed  by the  Company  appointing  such
successor,  and (b) a written  instrument  executed by the successor in which it
accepts such appointment. Such instruments shall indicate their effective date.


<PAGE>


     9.3 Settlement of Account.  Upon resignation or removal of the Trustee, the
Trustee  shall have the right to a settlement of its account,  which  settlement
shall be made,  at the  Trustee's  option,  either by an agreement of settlement
between the Trustee  and the  Company or by a judicial  settlement  in an action
instituted by the Trustee.  The Trustee shall not be obligated to transfer Trust
assets until the Trustee is provided  written  assurance by the Company that all
fees and expenses reasonably anticipated will be paid.

     9.4  Termination of  Responsibility  and Liability.  Upon settlement of the
account and transfer of the Trust Fund to the successor trustee,  all rights and
privileges  under this Trust Agreement  shall vest in the successor  trustee and
all  responsibility  and  liability of the Trustee with respect to the Trust and
assets thereof shall,  except as otherwise required by ERISA,  terminate subject
only to the  requirement  that the Trustee  execute all  necessary  documents to
transfer the Trust assets to the successor trustee.

                             SECTION X
                 AMENDMENT AND TERMINATION OF TRUST

     10.1  Amendment.  The  Company  reserves  the  right  to amend  this  Trust
Agreement,  provided that no amendment of this Trust Agreement or the Plan shall
be effective  which would (a) cause any assets of the Trust Fund to be used for,
or diverted to, purposes other than the exclusive  benefit of Plan  participants
or their  beneficiaries  other than an amendment  permissible under the Code and
ERISA,  or (b)  affect  the  rights  duties,  responsibilities,  obligations  or
liabilities of the Trustee without notice to the Trustee and the Trustee's prior
written  consent.  Subject to approval by the legal counsel of the Company,  the
Company shall amend this Trust  Agreement as requested by the Trustee to reflect
changes in law which  counsel for the Trustee  advises the Trustee  require such
changes. Amendments to the Trust Agreement or a certified copy of the amendments
shall be delivered to the Trustee  promptly after  adoption,  and if practicable
under the  circumstances,  any proposed  amendment  under  consideration  by the
Company shall be communicated to the Trustee to permit the Trustee to review and
comment thereon in due course before the Company acts on the proposed amendment.

     10.2 Termination.  The Trust may be terminated by the Company in accordance
with the Plan. Upon such termination, the Trust Fund shall be distributed by the
Named Administrative Fiduciary in accordance with the terms of the Plan.

                             SECTION XI
                           MISCELLANEOUS

     11.1 Restriction on Alienation.  Except as provided in section 6.1 or under
section  401(a)(13)  of the  Code,  the  interest  of any  Plan  participant  or
beneficiary  in the  Trust  Fund  shall  not be  subject  to the  claims of such
person's  creditors  and may not be assigned,  sold,  transferred,  alienated or
encumbered.  Any attempt to do so shall be void; and the Trustee shall disregard
any attempt. Trust assets shall not in any manner be liable


<PAGE>


for or subject to debts, contracts, liabilities,  engagement or tons of any Plan
participant or beneficiary, and benefits shall not be considered an asset of any
such a person in the event of the person's insolvency or bankruptcy.

     11.2 Successors and Assigns.  This Agreement shall be binding upon, and the
powers granted to the Company and the Trustee, respectively,  shall be exercised
by the  respective  successors  and assigns of the Company and the Trustee.  Any
corporation which shall, by merger, consolidate,  purchase or otherwise, succeed
to  substantially  all the  trust  business  of the  Trustee  shall,  upon  such
succession and without any  appointment  or other action by the Company,  be and
become successor trustee hereunder, upon notification to the Company.

     11.3  Governing Law and  Construction.  This Trust  Agreement and the Trust
shall be construed,  administered  and governed under ERISA and other  pertinent
federal law, and to the extent that federal law is inapplicable,  under the laws
of the state in which the  Trustee is  incorporated.  If any  provision  of this
Trust   Agreement  is   susceptible  to  more  than  one   interpretation,   the
interpretation  to be given is that which is  consistent  with the Trust being a
qualified trust under section 401(a) of the Code. If any provision of this Trust
Agreement  is  held  by a court  of  competent  jurisdiction  to be  invalid  or
unenforceable,  the remaining provisions shall continue to be fully effective to
the extent possible under the circumstances.

     11.4  Equity  Interest.  Neither  the  creation  of the Trust nor  anything
contained  in the Trust  shall be  considered  as giving  any  person any equity
interest in the assets,  business or affairs or the Company except to the extent
that the Trust Fund is invested in Company Stock.

     11.5 Refunds to Company.  The Trustee shall,  upon the written direction of
the Named Administrative Fiduciary which shall include a certification that such
action is proper  under the Plan,  ERISA and the Code  specifying  any  relevant
sections  thereof,  return to the  Company  any  amount  referred  to in section
403(c)(2) of ERISA.

     11.6 Authorized  Action.  Any action to be taken under this Trust Agreement
by a company or other person which is: (a) a  corporation  shall be taken by the
board of directors of the corporation or any person or persons duly empowered by
the board of directors to take the action involved,  (b) a partnership  shall be
taken  by an  authorized  general  partner  of the  partnership,  and (c) a sole
proprietorship by the sole proprietor.

     11.7 Text of Plan. The Company  represents  that, prior to the execution of
this Trust Agreement by both parties, it delivered to the Trustee's designee the
text of the  Plan as in  effect  as of the  date of this  Trust  Agreement.  The
Company shall deliver to the Trustee promptly after adoption thereof a certified
copy of any amendment of the Plan.

     11.8 Conflict with Plan. The rights, duties, responsibilities,  obligations
and liabilities of the Trustee are as set forth in this Trust Agreement,  and no
provision of the


<PAGE>


Plan or any  other  document  shall be deemed to  affect  such  rights,  duties,
responsibilities,  obligations  and  liabilities,  except as otherwise  provided
herein.  If there is a conflict  between  provisions  of the Plan and this Trust
Agreement with respect to any subject  involving the Trustee,  including but not
limited  to  the  responsibility,  authority  or  powers  of  the  Trustee,  the
provisions of this Trust  Agreement  shall be  controlling,  except as otherwise
provided herein.

     11.9 Failure to Maintain Qualification.  If the Trust fails to qualify as a
qualified  trust under section 401(a) of the Code, or loses its status as such a
qualified  trust, the Company shall  immediately so notify the Trustee,  and the
Trustee shall, without further notice or direction, remove the Trust assets from
any common or collective  trust fund  maintained by the Trustee or its affiliate
for investments by qualified trusts.

    11.10 Gender.  As used in this Trust  Agreement,  the masculine gender shall
include the feminine and the neuter  genders and the singular  shall include the
plural and the plural the singular, as the context requires.

    11.11  Headings.  Headings and  subheadings in this Trust  Agreement are for
convenience of reference  only and are not to be considered in the  construction
of the provisions of the Trust Agreement.

    11.12  Counterparts.  This  Trust  Agreement  may  be  executed  in  several
counterparts,  each of which shall be deemed an original, and these counterparts
shall constitute one and the same instrument which may be sufficiently evidenced
by any one counterpart.

     IN WITNESS  WHEREOF,  the Company and the Trustee have  executed this Trust
Agreement each by action of a duly authorized person.


MERRILL LYNCH TRUST                   MORRISON HEALTH CARE, INC.
COMPANY (FLORIDA)

By:   /s/ Melanie Madeira              By:  /s/ K. W. Engwall
   ----------------------                 -----------------------
Name:    Melanie Madeira               Name:  K. W. Engwall
Title:   New Account Trust Officer     Title:  Senior Vice President, Finance