Exhibit 10-T








                                  GPU COMPANIES

                   MASTER DIRECTORS' BENEFITS PROTECTION TRUST

                As Amended and Restated Effective [June] 1, 1999





















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                                TABLE OF CONTENTS
                                -----------------

Article  Title                                                      Page No.
------------------                                                  --------

ARTICLE 1         Definitions                                           2

ARTICLE 2         Establishment of the Trusts                           8

ARTICLE 3         Contributions and Accounts                            9

ARTICLE 4         Payments to Participants and Beneficiaries           13

ARTICLE 5         Legal Defense Fund                                   19

ARTICLE 6         Insolvency                                           23

ARTICLE 7         Payments to Company                                  24

ARTICLE 8         Investment Authority and Disposition of Income       24

ARTICLE 9         General Powers and Duties of Trustee                 26

ARTICLE 10        Taxes, Expenses, and Compensation of Trustee         31

ARTICLE 11        Accounting by Trustee                                32

ARTICLE 12        Communications                                       33

ARTICLE 13        Resignation or Removal of Trustee                    34

ARTICLE 14        Amendments and Termination                           35

ARTICLE 15        Miscellaneous                                        36






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         AGREEMENT  made as of [June] 1,  1999,  by and  between  GPU,  INC.,  a
Pennsylvania  corporation (the "Corporation"),  GPU NUCLEAR,  INC., a New Jersey
corporation,  and JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey corporation
(each such  corporation is hereinafter  referred to individually as a "Company",
and all such  corporations  are  hereinafter  referred  to  collectively  as the
"Companies"),   and  U.S.  TRUST  COMPANY,  NATIONAL  ASSOCIATION,  a  New  York
corporation (hereinafter referred to as the "Trustee").

                              W I T N E S S E T H:

         WHEREAS,  each  Company has  adopted one or more Plans (as  hereinafter
defined)  under which it has  incurred or expects to incur  liability  under the
terms of such Plans with respect to Benefits (as hereinafter defined) payable to
individuals participating in such Plans; and

         WHEREAS,  pursuant to a Trust  Agreement  dated as of September 1, 1995
and most  recently  amended as of November 6, 1997 between each of the Companies
and Summit Bank as trustee (the "Prior  Agreement"),  each of the  Companies has
established a trust (hereinafter  called the "Trust") and has contributed to the
Trust assets that shall be held therein,  subject to the claims of the Company's
creditors in the event of the  Company's  Insolvency  (as  hereinafter  defined)
until paid to Plan  participants  and their  beneficiaries in such manner and at
such times as specified in the Plans; and

         WHEREAS,  it is the intention of the parties that each Company's  Trust
shall constitute an unfunded arrangement and shall not affect the status of each
Company's Plans as unfunded for federal income tax purposes; and

         WHEREAS,  it is the intention of each Company to make  contributions to
its Trust to provide  itself  with a source of funds to assist it in the meeting
of its liabilities under its Plans; and

         WHEREAS,  each of the Companies  wishes to appoint U.S.  Trust Company,
National  Association  to  succeed  Summit  Bank  as the  trustee  of its  Trust
effective as of [June] 1, 1999,  and U.S. Trust  Company,  National  Association
wishes to accept  such  appointment,  upon the  terms and  conditions  set forth
herein; and

         WHEREAS,  the  parties  hereto  wish to amend  and  restate  the  Prior
Agreement to reflect the appointment of U.S. Trust Company, National Association
as  successor  trustee of each Trust and to make  certain  other  changes in the
Prior Agreement;

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         NOW,  THEREFORE,  the Prior  Agreement  is hereby  amended and restated
effective [June] 1, 1999 to read in its entirety as follows:

                                    ARTICLE 1

                                   Definitions
                                   -----------

         1.1 As used  herein,  the  following  terms  shall  have the  following
meanings, unless the context clearly indicates a contrary meaning:

                  (a) "Agreement" shall mean this instrument, as the same may be
amended from time to time as permitted herein.

                  (b) "Applicable Company" shall mean, with respect to any Trust
         maintained  hereunder,  or any Plan,  the Company that  maintains  such
         Trust, or that has adopted or maintains such Plan.

                  (c) "Beneficiary",  with respect to a Participant,  shall mean
         the person or entity  designated by such  Participant  under a Plan, or
         such other person or entity with respect to such  Participant as may be
         designated  under the terms of such Plan, to receive the  Benefits,  if
         any, payable from such Plan following such Participant's death.

                  (d) "Benefits" shall mean those amounts specified in Exhibit B
         that are payable  under a Plan to (or with  respect to) a  Participant,
         or, upon his death, to his Beneficiary.

                  (e)  "Benefit Valuation Date" shall mean the first day of each
         calendar year.

                  (f)  "Board" shall mean the board of directors of the
         Corporation.

                  (g)  "Change in Control" shall mean the occurrence of any of
         the following:

                           (1) An  acquisition  (other  than  directly  from the
                  Corporation) of any common stock of the  Corporation  ("Common
                  Stock") or other voting securities of the Corporation entitled
                  to vote  generally for the election of directors  (the "Voting
                  Securities")  by any  "Person" (as the term person is used for
                  purposes of Section 13(d) or 14(d) of the Securities  Exchange
                  Act of 1934,  as amended (the  "Exchange  Act")),  immediately
                  after which such Person has "Beneficial Ownership" (within the
                  meaning of Rule 13d-3 promulgated under the

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                  Exchange  Act) of  twenty  percent  (20%)  or more of the then
outstanding  shares  of  Common  Stock  or  the  combined  voting  power  of the
Corporation's  then  outstanding  Voting  Securities;   provided,   however,  in
determining  whether a Change in Control has occurred,  Voting  Securities which
are acquired in a "Non-Control  Acquisition" (as hereinafter  defined) shall not
constitute an acquisition which would cause a Change in Control.  A "Non-Control
Acquisition"  shall mean an  acquisition  by (A) an employee  benefit plan (or a
trust forming a part  thereof)  maintained  by (i) the  Corporation  or (ii) any
corporation  or other  Person of which a  majority  of its  voting  power or its
voting equity securities or equity interest is owned, directly or indirectly, by
the  Corporation  (for purposes of this  definition,  a  "Subsidiary"),  (B) the
Corporation  or its  Subsidiaries,  or  (C)  any  Person  in  connection  with a
"Non-Control Transaction" (as hereinafter defined);

                           (2) The  individuals  who, as of August 1, 1996,  are
                  members of the Board (the  "Incumbent  Board"),  cease for any
                  reason to  constitute  at least  seventy  percent (70%) of the
                  members of the Board; provided, however, that if the election,
                  or nomination for election by the Corporation's  shareholders,
                  of  any  new  director  was  approved  by a vote  of at  least
                  two-thirds of the Incumbent  Board,  such new director  shall,
                  for purposes of this Trust,  be  considered as a member of the
                  Incumbent Board; provided further, however, that no individual
                  shall be  considered a member of the  Incumbent  Board if such
                  individual  initially  assumed office as a result of either an
                  actual or threatened  "Election Contest" (as described in Rule
                  14a-11  promulgated under the Exchange Act) or other actual or
                  threatened solicitation of proxies or consents by or on behalf
                  of a Person other than the Board (a "Proxy Contest") including
                  by reason of any  agreement  intended  to avoid or settle  any
                  Election Contest or Proxy Contest; or

                           (3)  The consummation of:

                                    (A)    A    merger,     consolidation     or
                            reorganization  with or into the  Corporation  or in
                            which  securities  of the  Corporation  are  issued,
                            unless such merger,  consolidation or reorganization
                            is  a  "Non-Control   Transaction."  A  "Non-Control
                            Transaction"  shall mean a merger,  consolidation or
                            reorganization with or into the


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                          Corporation or in which  securities of the Corporation
                          are issued where:

                                            (i)   the    stockholders   of   the
                                    Corporation, immediately before such merger,
                                    consolidation   or    reorganization,    own
                                    directly or indirectly immediately following
                                    such      merger,      consolidation      or
                                    reorganization, at least sixty percent (60%)
                                    of  the   combined   voting   power  of  the
                                    outstanding   voting   securities   of   the
                                    corporation  resulting  from such  merger or
                                    consolidation   or    reorganization    (the
                                    "Surviving  Corporation")  in  substantially
                                    the same  proportion  as their  ownership of
                                    the  Voting  Securities  immediately  before
                                    such      merger,      consolidation      or
                                    reorganization,

                                           (ii) the individuals who were members
                                    of the Incumbent Board  immediately prior to
                                    the execution of the agreement providing for
                                    such merger, consolidation or reorganization
                                    constitute at least seventy percent (70%) of
                                    the members of the board of directors of the
                                    Surviving  Corporation,  or  a  corporation,
                                    directly or indirectly,  beneficially owning
                                    a majority of the Voting  Securities  of the
                                    Surviving Corporation, and

                                            (iii) no Person  other  than (w) the
                                    Corporation,  (x)  any  Subsidiary,  (y) any
                                    employee  benefit plan (or any trust forming
                                    a part thereof) that,  immediately  prior to
                                    such      merger,      consolidation      or
                                    reorganization,   was   maintained   by  the
                                    Corporation  or any  Subsidiary,  or (z) any
                                    Person  who,   immediately   prior  to  such
                                    merger,  consolidation or reorganization had
                                    Beneficial Ownership of twenty percent (20%)
                                    or  more  of  the  then  outstanding  Voting
                                    Securities    or   common   stock   of   the
                                    Corporation,  has  Beneficial  Ownership  of
                                    twenty percent (20%) or more of the combined
                                    voting power of the Surviving  Corporation's
                                    then  outstanding  voting  securities or its
                                    common stock.


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                                    (B)  A complete liquidation or dissolution
                           of the Corporation; or

                                    (C) The sale or other  disposition of all or
                           substantially all of the assets of the Corporation to
                           any Person (other than a transfer to a Subsidiary).

         Notwithstanding the foregoing,  a Change in Control shall not be deemed
         to occur  solely  because any Person (the  "Subject  Person")  acquired
         Beneficial  Ownership  of more  than the  permitted  amount of the then
         outstanding  Common  Stock or  Voting  Securities  as a  result  of the
         acquisition  of Common Stock or Voting  Securities  by the  Corporation
         which,  by  reducing  the  number of  shares of Common  Stock or Voting
         Securities  then  outstanding,  increases  the  proportional  number of
         shares  Beneficially  Owned by the Subject  Person,  provided that if a
         Change in Control would occur (but for the operation of this  sentence)
         as a result of the  acquisition  of  shares  of Common  Stock or Voting
         Securities by the Corporation,  and after such share acquisition by the
         Corporation,  the Subject Person  becomes the  Beneficial  Owner of any
         additional  shares of Common Stock or Voting Securities which increases
         the percentage of the then outstanding shares of Common Stock or Voting
         Securities  Beneficially Owned by the Subject Person,  then a Change in
         Control shall occur.

                  (h) "Code" shall mean the Internal Revenue Code of 1986 as the
         same may be amended from time to time.

                  (i) "Insolvent"-A Company shall be considered  "Insolvent" for
         purposes  of this  Agreement  if (i) the  Company  is unable to pay its
         debts as they  become  due, or (ii) the Company is subject to a pending
         proceeding as a debtor under the United States Bankruptcy Code.

                  (j)  "Participant"  shall mean any person who is or may become
         entitled  to receive  Benefits  under a Plan and who is included in the
         list of persons who are to be treated as  Participants  for purposes of
         this Agreement, as set forth in Exhibit A hereto.

                  (k) "Permitted  Investments"  shall mean direct obligations of
         the United States of America or agencies or  instrumentalities  thereof
         or obligations unconditionally and fully guaranteed as to principal and
         interest  by  the  United  States  of  America   ("Obligations"),   and
         certificates  of deposit and bankers'  acceptances  of a bank organized
         and existing under the laws of the United States of America or

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         any State  thereof that has a combined  capital and surplus of at least
         $100,000,000,  all having  respective  maturities  of not more than one
         year when purchased.  The term "Permitted  Investments" shall also mean
         any fund or portfolio  maintained  by any open-end  investment  company
         registered  under the  Investment  Company  Act of 1940,  the assets of
         which are invested exclusively in Obligations,  certificates of deposit
         and/or  bankers'  acceptances  of the kind  described in the  preceding
         sentence including,  without limitation, any such fund or portfolio for
         which the Trustee or any affiliate of the Trustee  serves as investment
         adviser.

                  (1) "Plan" or "Plans" shall mean, with respect to any Company,
         any  (or if the  context  requires,  all)  of the  plans,  programs  or
         policies  maintained by such Company,  and  agreements  entered into by
         such  Company,  that are  included  in the list set forth in  Exhibit B
         hereto.

                  (m) "Present  Value" shall mean,  with respect to any Benefit,
         the single sum actuarial  present value of such Benefit,  as determined
         by an enrolled  actuary on the basis of the actuarial  assumptions most
         recently  adopted by the Applicable  Company for use in connection with
         this Agreement. Notwithstanding the foregoing, any determination of the
         Present  Value of  Benefits  to be made  hereunder  at any time after a
         Change in Control or during a Threatened Change in Control Period shall
         be made on the  basis of the  actuarial  assumptions  that were used in
         determining  the Present  Value of such  Benefits as of the most recent
         Benefit  Valuation  Date  preceding the Change in Control or Threatened
         Change in Control  Period,  unless the Applicable  Company has notified
         the Trustee in writing prior to the Change in Control or the Threatened
         Change  in  Control  Period  of its  adoption  of  different  actuarial
         assumptions for use hereunder after the Change in Control or during the
         Threatened  Change in Control Period;  provided,  however,  that if any
         Plan  specifies  (either  expressly  or  by  reference)  the  actuarial
         assumptions  that are to be used to  calculate  the  Benefits  provided
         under such Plan, the actuarial  assumptions so specified  shall be used
         to determine the Present Value of Benefits under that Plan for purposes
         of this Agreement.

                  (n)  "Threatened Change in Control" shall mean the occurrence
         of any of the following events (but no event other than the following
         events), except as otherwise provided below:  Any Person







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                           (1)  becomes  the  Beneficial   Owner,   directly  or
                  indirectly,  of  securities  of the  Corporation  representing
                  fifteen percent (15 %) or more of the then-outstanding  Common
                  Stock or of the  combined  voting  power of the  Corporation's
                  then-outstanding voting securities, or

                           (2)  initiates a tender  offer or  exchange  offer to
                  acquire  securities  of the  Corporation  representing  twenty
                  percent (20%) or more of the then-outstanding  Common Stock or
                  of  the   combined   voting   power   of   the   Corporation's
                  then-outstanding voting securities, or

                           (3)  solicits  proxies  for the  election  within any
                  single twelve  (12)-month  period of three or more  directors,
                  whose  election or nomination is not approved by a majority of
                  the Incumbent  Board then serving as members of the Board,  to
                  serve on the Board.

         Notwithstanding the foregoing, a Threatened Change in Control shall not
         be deemed to occur  pursuant to this Section 1.1 (n) solely  because of
         an  acquisition  or tender offer made or effected in connection  with a
         Non-Control Acquisition.

                  (o)  "Threatened  Change in  Control  Period"  shall  mean the
         period  commencing on the date on which a Threatened  Change in Control
         has  occurred  and  ending (i) on the date on which a Change in Control
         has occurred,  or (ii), if earlier, on whichever of the following dates
         is applicable:

                           (1) in the case of a  Threatened  Change  in  Control
                  described  in  Section  1.l(n)(1),  the date as of  which  any
                  Person  described  in  Section  1.1(n)(1)  ceases  to  be  the
                  Beneficial Owner, directly or indirectly, of securities of the
                  Corporation  representing fifteen percent (15%) or more of the
                  Common  Stock  or  of  the   combined   voting  power  of  the
                  Corporation's then-outstanding voting securities, or

                           (2) in the case of a  Threatened  Change  in  Control
                  described  in  Section  1.1(n)(2),  the date as of  which  the
                  tender offer or exchange offer described in Section  1.1(n)(2)
                  is terminated without any securities  described therein of the
                  Corporation being purchased thereunder, or

                           (3) in the case of a  Threatened  Change  in  Control
                  described  in  Section  1.1(n)(3),  the date as of  which  any
                  Person described in Section 1.1(n)(3) fails to

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                  effect the election within any single twelve (12)-month period
                  of three or more  directors,  whose  election or nomination is
                  not approved by a majority of the Incumbent Board then serving
                  as members of the Board, to serve on the Board.

                  (p)  "Valuation Date" shall mean the last business day of each
         calendar quarter.



                                    ARTICLE 2

                           Establishment of the Trusts

         2.1 Each Company hereby  establishes with the Trustee,  and the Trustee
hereby  accepts,  a Trust  consisting  of such sums of money and other  property
acceptable  to the Trustee as such  Company  shall pay or deliver to the Trustee
from time to time.  All such  money  and other  property,  all  investments  and
reinvestments  made  therewith or proceeds  thereof and all earnings and profits
thereon,  less all payments  therefrom and charges thereto as authorized herein,
are hereinafter  referred to as the "Trust Fund" for such Trust. Each Trust Fund
shall be held,  administered  and disposed of by the Trustee as provided in this
Agreement.

         2.2 Prior to a Change in Control,  each Trust established hereunder may
be revoked, in whole or in part, by the Applicable Company giving to the Trustee
written notice of such revocation;  provided, however, that no Trust established
hereunder  may be revoked (i) at the request of a third party who has  indicated
an intention or taken steps to effect a Change in Control and who  effectuates a
Change in Control,  (ii) in connection  with, or in anticipation of, a Change in
Control which has been threatened or proposed and which actually occurs or (iii)
during a Threatened  Change in Control  Period,  any such  attempted  revocation
being null and void. If a Trust is so revoked in its entirety, all of the assets
of the Trust  (after  payment of any unpaid  fees and  expenses  of the  Trustee
properly  chargeable to such Trust) shall be  transferred  by the Trustee to the
Applicable  Company or to such other person or entity as the Applicable  Company
may  direct in  writing.  If a Trust is so revoked in part,  the  Trustee  shall
transfer  to the  Applicable  Company  such of the  assets  of the  Trust as the
Applicable  Company shall have specified in its written notice to the Trustee of
the partial revocation of such Trust. Upon a Change in Control, each Trust shall
become irrevocable.

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         2.3 Each Trust  established  hereunder  is  intended  to  constitute  a
"grantor  trust",  of which the  Company is the  grantor,  within the meaning of
subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, and shall be
construed accordingly.

         2.4 The  principal of each Trust,  and any earnings  thereon,  shall be
held separate and apart from other funds of the Applicable Company, and shall be
used exclusively for the uses and purposes of Participants  under such Company's
Plans and general creditors of such Company,  as herein set forth.  Participants
and their  Beneficiaries  shall have no  preferred  claim on, or any  beneficial
ownership  interest in, any assets of any Trust.  Any rights  created  under the
Plans  and  this  Agreement  shall  be  mere  unsecured  contractual  rights  of
Participants and their Beneficiaries  against the Applicable Company. Any assets
held by each Trust will be  subject  to the claims of the  Applicable  Company's
general  creditors  under  federal and state law in the event of the  Applicable
Company's Insolvency, as defined in Section 1.1(h) herein.

         2.5 Each Trust established hereunder shall be maintained by the Trustee
as a separate trust. However, the assets of any Trust may be commingled with the
assets of any other Trust, solely for investment purposes.

                                    ARTICLE 3

                           Contributions and Accounts
                           --------------------------

         3.1 Prior to a Change in Control,  each Company may make  contributions
to its Trust in such amounts,  and at such times,  as such Company may determine
in its sole discretion.  Such  contributions may be in the form of cash, or such
other  property as may be  determined by the Company and as may be acceptable to
the Trustee.

         3.2  Required Contributions.

                  3.2.1 Upon the occurrence of a Change in Control, each Company
shall be required to make contributions to its Trust as follows:

                  (a) Upon a Change in Control,  the Company  shall,  as soon as
         possible  but in no event  later than 30 days  following  the Change in
         Control,  make an  irrevocable  contribution  to its Trust in an amount
         that,  when  added to the  value  of the  Trust  Fund  for  such  Trust
         (exclusive of the value of the Legal  Defense Fund, if any,  maintained
         within such Trust Fund) determined as of the most recent Valuation

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         Date  preceding  such  contribution,  will  equal  the  sum of (i)  the
         aggregate  Present Value of all Benefits  accrued for all  Participants
         under all of such  Company's  Plans  determined  as of the most  recent
         Benefit  Valuation  Date  preceding  the date on which  the  Change  in
         Control  occurred;  and (ii) the  aggregate  Present Value of all other
         Benefits for all  Participants  under all of such Company's  Plans that
         accrue  as a  result  of the  occurrence  of  the  Change  in  Control,
         determined  as of the  first  day  of  the  month  coincident  with  or
         immediately following the date on which the Change in Control occurred.

                  (b) Within 60 days after each Benefit Valuation Date following
         the  occurrence  of a Change in  Control,  each  Company  shall make an
         irrevocable  contribution to its Trust in an amount that, when added to
         the value of the Trust Fund for such Trust  (exclusive  of the value of
         the Legal  Defense  Fund,  if any,  maintained  within such Trust Fund)
         determined  as  of  the  most  recent  Valuation  Date  preceding  such
         contribution,  will equal the  aggregate  Present Value of all Benefits
         accrued  for  all  Participants  under  all  of  such  Company's  Plans
         determined as of such Benefit Valuation Date.

                  3.2.2 Upon the  occurrence of a Threatened  Change in Control,
each Company shall be required to make contributions to its Trust as follows:

                  (a) Upon a Threatened Change in Control, the Company shall, as
         soon as  practicable  but in no event later than 30 days  following the
         Threatened  Change in Control,  make a contribution  to its Trust in an
         amount  that,  when added to the value of the Trust Fund for such Trust
         (exclusive of the value of the Legal  Defense Fund, if any,  maintained
         within such Trust Fund) determined as of the most recent Valuation Date
         preceding  such  contribution,  will equal the sum of (i) the aggregate
         Present Value of all Benefits accrued for all Participants under all of
         such  Company's  Plans,  determined  as  of  the  most  recent  Benefit
         Valuation  Date  preceding the date on which the  Threatened  Change in
         Control occurred;  and (ii) the aggregate Present Value,  determined as
         of the first day of the month coincident with or immediately  following
         the date on which the  Threatened  Change in Control  occurred,  of all
         other Benefits for all  Participants  under all of such Company's Plans
         that  would  have  accrued  as a result of a Change in  Control if such
         Change in  Control  had  occurred  on the date on which the  Threatened
         Change in Control occurs.

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                  (b) Within 60 days after each Benefit  Valuation Date during a
         Threatened  Change  in  Control  Period,  each  Company  shall  make  a
         contribution to its Trust in an amount that, when added to the value of
         the  Trust  Fund for such  Trust  (exclusive  of the value of the Legal
         Defense Fund, if any,  maintained within such Trust Fund) determined as
         of the most recent  Valuation Date preceding  such  contribution,  will
         equal  the sum of (i)  the  aggregate  Present  Value  of all  Benefits
         accrued  for  all  Participants  under  all of  such  Company's  Plans,
         determined  as of such Benefit  Valuation  Date and (ii) the  aggregate
         Present  Value,  determined as of such Benefit  Valuation  Date, of all
         other Benefits for all  Participants  under all of such Company's Plans
         that would have  accrued  as a result of a Change in  Control,  if such
         Change in Control had occurred on such Benefit Valuation Date.

         3.3  Upon,  or at any time  prior  to,  the  occurrence  of a Change in
Control or a Threatened Change in Control, each Company shall direct the Trustee
in writing to establish and maintain,  within the Trust Fund for such  Company's
Trust, a separate account (hereinafter referred to as a "Plan Account") for each
of the  Company's  Plans,  and to establish  and maintain  within each such Plan
Account  a  separate  sub-account  (hereinafter  referred  to as a  "Participant
Account")  for each  Participant  of such  Plan.  Each  such  Plan  Account  and
Participant  Account shall have as its initial  balance the amount  specified as
the initial balance for such Account in the written  direction  furnished by the
Applicable  Company to the Trustee to establish such Account.  The Trustee shall
hold all Plan Accounts and Participant Accounts maintained within the Trust Fund
for any Trust as a single consolidated fund.

         3.4 After Plan Accounts and Participant  Accounts have been established
within the Trust Fund of any Company's Trust,  each contribution that is made to
such Trust prior to a Change in Control but not during any Threatened  Change in
Control  Period shall be allocated by the Trustee to the Plan  Accounts,  and to
the  Participant  Accounts,  maintained  within such Trust in such manner as the
Applicable Company directs in written  instructions  delivered by the Applicable
Company to the Trustee at the time of the contribution.

         3.5 As of each  Valuation  Date, the Trust Fund for each Trust shall be
revalued by the Trustee at its then current fair market value,  as determined by
the Trustee.  After Plan Accounts and Participant Accounts have been established
within the Trust Fund of any Company's Trust, the net investment  income,  gains
and losses of such Trust Fund for each calendar year that ends prior to a Change
in Control but not during a Threatened Change in

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Control  shall  be  allocated  by the  Trustee,  as of the last  Valuation  Date
occurring  in such  year,  among  the Plan  Accounts  and  Participant  Accounts
maintained  within such Trust Fund, in such manner as such Company shall specify
in written  instructions  furnished by it to the Trustee.  As of each  Valuation
Date  following the  occurrence  of a Change in Control,  or that falls within a
Threatened Change in Control Period, the net investment income, gains and losses
of each Trust Fund for the calendar year ending on such  Valuation Date shall be
allocated by the Trustee proportionately among the Plan Accounts and Participant
Accounts  maintained within such Trust Fund, based on the value of such Accounts
as of the  immediately  preceding  Valuation  Date  or,  if such  Accounts  were
established  after  such  Valuation  Date,  based on the  amount of the  initial
balances  of such  Accounts  as  determined  under  Section  3.3.  In making the
foregoing  allocation,  the value of Plan Accounts and  Participant  Accounts in
existence on the  immediately  preceding  Valuation Date but not in existence on
the current  Valuation Date shall be  disregarded.  The net  investment  income,
gains and  losses  of any Trust  Fund for any year to be  allocated  among  Plan
Accounts and Participant Accounts pursuant to this Section 3.5 shall not include
such portions of the total net investment income, gains and losses of such Trust
Fund for such year as are  attributable  to the Legal  Defense  Fund  maintained
within such Trust Fund pursuant to Article 5.

         3.6 Notwithstanding the provisions of Sections 3.4 and 3.5, the Trustee
shall adjust the balances of the Plan Accounts and/or the  Participant  Accounts
maintained  within  the Trust Fund of any  Company's  Trust at such times and in
such manner as such Company specifies in written  instructions  delivered to the
Trustee, but only if such instructions are delivered to the Trustee prior to the
occurrence  of a Change in  Control  and not  during  any  Threatened  Change in
Control Period.

         3.7 Any  contribution  made  by a  Company  to its  Trust  pursuant  to
Sections 3.2.1(a), 3.2.1(b), 3.2.2(a) or 3.2.2(b) shall be allocated to the Plan
Accounts  maintained under such Trust in proportion to the respective amounts by
which the aggregate  Present  Value of all Benefits  accrued (or, in the case of
contributions made under clause (ii) of Section 3.2.2(a) or 3.2.2(b),  deemed to
have  accrued)  for all  Participants  under  each  of the  Plans  in  question,
determined as of the dates specified in Sections 3.2.1 (a), 3.2.1 (b),  3.2.2(a)
or 3.2.2(b),  exceeds the balance of the Plan Account maintained  hereunder with
respect to each such  Plan,  determined  as of the  Valuation  Date  immediately
preceding  the date of such  contribution.  The amount so  allocated to any Plan
Account shall be further allocated to the Participant Accounts maintained within
such Plan Account in proportion to the  respective  amounts by which the Present
Value of the  Benefits  accrued  (or,  in the case of  contributions  made under
clause (ii)

                                       12


<PAGE>


of Section  3.2.2(a) or 3.2.2(b),  deemed to have accrued) for each  Participant
under the Plan in  question,  determined  as of the dates  specified in Sections
3.2.1(a), 3.2.1(b), 3.2.2(a) or 3.2.2(b), exceeds the balance of the Participant
Account  maintained  for such  Participant,  determined as of the Valuation Date
immediately  preceding  the  date  of such  contribution.  For  purposes  of the
foregoing,  if a Plan Account or a  Participant  Account was not in existence on
the Valuation Date  immediately  preceding the date of a contribution  made by a
Company  to its Trust  pursuant  to  Section  3.2.1(a),  3.2.1(b),  3.2.2(a)  or
3.2.2(b),  the  balance of such  Account  shall be the  initial  balance of such
Account as determined under Section 3.3.

         3.8 The  determinations of the Present Value of Benefits required to be
made hereunder as of any Benefit Valuation Date, or other date,  occurring prior
to a Change in Control  shall be made by an  enrolled  actuary  selected  by the
Applicable  Companies.  As soon as practicable after each such determination has
been made, each Company shall furnish the Trustee with a schedule  setting forth
the Present  Value so  determined  of the Benefits  accrued (or, if  applicable,
deemed to have accrued) for each Participant  under each of the Company's Plans.
The  determinations  of the  Present  Value  of  Benefits  required  to be  made
hereunder as of any Benefit  Valuation  Date, or other date,  occurring  after a
Change in Control shall be made by an enrolled  actuary selected by the Trustee.
In making any allocation of contributions  the Trustee is required to make under
Section 3.7, the Trustee shall be entitled to rely, and shall be fully protected
in relying,  on any written  determination  of the Present  Value of any Benefit
furnished to it in accordance with the provisions of this Section 3.8. In making
any allocation of net investment income, gains and losses pursuant to the second
sentence of Section  3.5,  and in making any  adjustments  to the balance of any
Plan Account or Participant  Account  pursuant to Section 3.6, the Trustee shall
be entitled to rely,  and shall be fully  protected  in relying,  on any written
instructions furnished to it by the Applicable Company.

                                    ARTICLE 4

                   Payments to Participants and Beneficiaries
                   ------------------------------------------

         4.1 Prior to a Change in Control,  the Trustee shall make payments from
the Trust Fund for any Trust to such  Participants  and  Beneficiaries,  in such
manner,  at such times,  and in such amounts,  as the  Applicable  Company shall
direct in written instructions delivered to the Trustee.

         4.2 After a Change in Control, the Trustee shall make payments from the
Trust Fund of any Trust to Participants and Beneficiaries in accordance with the
following provisions:

                                       13


<PAGE>


         (a) Prior to a Change in Control,  each  Company  shall  deliver to the
Trustee a schedule ("Payment Schedule") substantially in the form annexed hereto
as Exhibit C for each  Participant  of each Plan whose  Benefits under such Plan
may be paid from such  Company's  Trust after a Change in  Control.  The Payment
Schedule shall

                    (i) describe the events that must occur in order for the
         Participant's Benefits to become payable under the terms of the Plan;

                   (ii) specify the amount of the Participant's Benefits accrued
         under  the  Plan,  as of the  date on which  the  Payment  Schedule  is
         furnished  to  the  Trustee,  and  provide  a  formula  or  such  other
         instructions  as will enable the Trustee to determine the amount of the
         Participant's  Benefits  as of the time they become  payable  under the
         terms of the Plan;

                  (iii)    specify the form in which the Participant's Benefits
         are to be paid, as provided for or available under the Plan;

                   (iv)    specify the time of commencement for payment of the
         Participant's Benefits under the Plan; and

                    (v) specify the  address and social  security  number of the
         Participant as well as the name,  address,  social  security number and
         relation to the Participant of the Participant's Beneficiary.

         Prior to a Change in Control  the  Applicable  Company may from time to
time  substitute  a new  Payment  Schedule  for, or amend,  an existing  Payment
Schedule by delivering a new or amended  Payment  Schedule to the Trustee.  Upon
receipt of such new or amended Payment  Schedule,  the previous Payment Schedule
shall be deemed  revoked.  Prior to a Change in Control,  any  Payment  Schedule
previously  filed with the Trustee may be revoked by the  Applicable  Company by
filing written notice of such revocation  with the Trustee without  delivering a
new or amended Payment Schedule to the Trustee.  Notwithstanding  the foregoing,
no Payment  Schedule  may be  amended  or  revoked  after a Change in Control or
during a Threatened Change in Control Period;  provided,  however, that during a
Threatened  Change in  Control  Period,  a Payment  Schedule  with  respect to a
Participant's  Benefits  under  any Plan may be  amended  so as to  reflect  any
amendment to the Plan made during such Threatened  Change in Control Period that
has the effect of increasing  the amount of the Benefits  payable under the Plan
with respect to the Participant,  or that permits payment of such Benefits to be
made in a form, or to commence at a time,  more favorable to the  Participant or
his or her Beneficiary  than as provided under the Plan prior to such amendment.
Except as otherwise provided

                                       14


<PAGE>


herein,  after a Change in Control the Trustee  shall make payments with respect
to a  Participant's  Benefits under any Plan only in accordance with the Payment
Schedule with respect to such Participant's  Benefits under such Plan that is on
file with the Trustee,  and that has not been revoked, at the time such payments
are to be made.

         (b) Any Participant or Beneficiary  seeking to obtain payments from the
Trust  Fund for any Trust  after a Change in Control  shall  first file with the
Trustee a written request for payment in  substantially  the form annexed hereto
as Exhibit D ("Payment Request Form"). In the Payment Request Form so filed, the
Participant or Beneficiary shall

                    (i)    identify the Plan or Plans under which the
         Participant or Beneficiary has become entitled to payment of Benefits;

                   (ii)  describe  the events that  entitle the  Participant  or
         Beneficiary to receive  payment of Benefits under the terms of the Plan
         or Plans, and affirm under oath that such events have occurred;

                  (iii) affirm  under oath that no amount of the  Benefits  with
         respect to which  payment from the Trust Fund is sought was  previously
         paid by the Applicable Company; and

                   (iv) provide such information (including, without limitation,
         information as to the Participant's period of service, compensation and
         conditions of employment  after a Change in Control) as will enable the
         Trustee to determine the amount of the Benefits that the Participant or
         Beneficiary  is  entitled  to receive in  accordance  with the  Payment
         Schedules  furnished to the Trustee  with respect to the  Participant's
         Benefits under the Plan or Plans.

         In the case of any Beneficiary  seeking payments from a Trust Fund, the
Beneficiary shall furnish to the Trustee, along with the Payment Request Form, a
certified copy of the death  certificate of the Participant,  an inheritance tax
waiver  and  such  other  documents  as  the  Trustee  may  reasonably  require,
including, without limitation, certified copies of letters testamentary. For all
purposes  under  this  Agreement,  the  Trustee  may  rely,  and  shall be fully
protected in relying,  on the information  contained in any Payment Request Form
(and in any documents  accompanying  such form) filed with it by any Participant
or Beneficiary.

         (c) As soon as practicable  after a Payment Request Form has been filed
with  it by a  Participant  or  Beneficiary,  the  Trustee,  solely  out  of the
applicable  Trust Fund and with no  obligation  otherwise to make any  payments,
shall make payments to such

                                       15


<PAGE>


Participant  or  Beneficiary  in such  manner,  and at such  times,  and in such
amounts,  as the Trustee shall  determine to be payable to such  Participant  or
Beneficiary  under the relevant  Plan or Plans based on the most recent  Payment
Schedules  applicable to the  Participant or Beneficiary  that were furnished to
the Trustee by the Applicable  Company prior to a Change in Control,  and on the
information  contained  in the  Payment  Request  Form  (and  in  any  documents
accompanying such Form) filed by the Participant or Beneficiary.  The Trustee is
authorized to retain an enrolled  actuary to assist it in determining the amount
of any  Benefits  payable to any  Participant  or  Beneficiary  pursuant  to any
Payment Request Form or Payment  Schedules  filed by or for such  Participant or
Beneficiary  and, in any case in which a Participant or Beneficiary  has filed a
Payment  Request  Form  with  respect  to  Benefits  under any Plan for which an
unrevoked  Payment  Schedule  is not on file with the  Trustee,  to assist it in
determining such  Participant's  or Beneficiary's  entitlement to Benefits under
such Plan.  For all purposes  under this  Agreement,  the Trustee may rely,  and
shall be fully  protected in relying,  on any advice given to it by such actuary
as  to  the  amount  of  Benefits  payable   hereunder  to  any  Participant  or
Beneficiary.

         (d) Following the occurrence of a Change in Control,  the Trustee shall
make provision for the reporting and withholding of any federal,  state or local
taxes  that may be  required  to be  withheld  with  respect  to the  payment of
Benefits to be made from any Trust pursuant to the terms of this Agreement,  and
shall pay  amounts  withheld  by it to the  appropriate  taxing  authorities  or
determine that the amounts required to be withheld with respect to such payments
have been  reported,  withheld and paid by the  Applicable  Company.  Prior to a
Change in Control,  the Trustee shall report and withhold any federal,  state or
local taxes that may be required to be withheld  with  respect to any payment of
Benefits  to be made from any Trust  pursuant  to Section  4.1,  but only to the
extent that the Applicable Company has furnished to the Trustee,  in the written
instructions  delivered to the Trustee  pursuant to Section 4.1  directing it to
make such payment,  the amount of the federal,  state or local taxes required to
be withheld with respect to such payment. The Trustee shall be entitled to rely,
and shall be fully protected in relying, upon the information so furnished to it
as to the amount of taxes to be withheld.

         4.3 The  entitlement  of a Participant or Beneficiary to Benefits under
any Plan shall be  determined by the  Applicable  Company or such other party as
may have been  designated  under the Plan, and any claim for such Benefits shall
be  considered   and  reviewed  under  the  procedures  set  out  in  the  Plan.
Notwithstanding  the foregoing,  after a Change in Control,  any  Participant or
Beneficiary for whom any unrevoked  Payment Schedule is on file with the Trustee
at the time of the Change in

                                       16


<PAGE>


Control shall be presumed conclusively,  for all purposes of this Agreement,  to
be  entitled to any Benefit  that the Trustee  determines  to be payable to such
Participant  or Beneficiary  on the basis of the  information  contained in such
Payment  Schedule and in any Payment  Request Form filed by the  Participant  or
Beneficiary;  and in such  case,  the  provisions  set forth in the  immediately
preceding sentence shall apply only with respect to any claim by the Participant
or  Beneficiary  for  Benefits  that are in  addition  to, or in excess  of, the
Benefits that the Trustee has so determined to be payable to the  Participant or
Beneficiary.

         4.4 Each payment made from the Trust Fund for any Trust with respect to
a Participant's Benefits under any Plan shall be payable only from, and shall be
charged against, the Plan Account maintained within such Trust Fund with respect
to such Plan and the Participant Account maintained within such Plan Account for
the applicable  Participant.  Notwithstanding  any other provision herein to the
contrary,  the Trustee shall not make a payment with respect to a  Participant's
Benefits  under any Plan to the extent that the amount of the payment  otherwise
required to be made  exceeds  the amount then held in the Plan  Account for such
Plan or the amount then held in the Participant  Account established within such
Plan Account for the applicable Participant.

         If, because of the provisions of this Section 4.4, any amount otherwise
required to be paid by the Trustee to a Participant or Beneficiary  with respect
to a Participant's  Benefits under any Plan cannot be paid by the Trustee,  such
amount  shall  be paid  to the  Participant  or  Beneficiary  by the  Applicable
Company.

         4.5 At such time after a Change in Control as the  aggregate  amount of
the payments made hereunder from the Participant  Account  maintained within any
Plan Account for any Participant shall equal the maximum amount that may be paid
from such Participant Account pursuant to the most recent Payment Schedule filed
with respect to such  Participant's  Benefits  under the Plan in  question,  the
balance  then  remaining in such  Participant  Account  shall be  allocated  and
credited,  on a pro rata basis,  to all other  Participant  Accounts  maintained
within  such  Plan  Account,  based  on the  respective  values  of  such  other
Participant  Accounts  determined as of the most recent Valuation Date preceding
the date as of which such allocation is made.

         At such time after a Change in Control as the  aggregate  amount of the
payments made from any Plan Account  shall equal the maximum  amount that may be
paid from such Plan Account pursuant to the most recent Payment  Schedules filed
with  respect  to  Participants'  Benefits  under the Plan for  which  such Plan
Account was established, the balance then remaining in such Plan, on a

                                       17


<PAGE>


Account  shall be  allocated  and  credited  pro rata  basis,  to all other Plan
Accounts and Participant  Accounts  maintained within the same Trust Fund, based
on the respective  values of such other Plan Accounts and  Participant  Accounts
determined as of the most recent  Valuation  Date preceding the date as of which
such allocation is made.

         4.6  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary, if at any time any Trust is finally determined by the Internal Revenue
Service (the "IRS") not to be a "grantor trust," with the result that the income
of such Trust is not  treated as income of the  Applicable  Company  pursuant to
Sections 671 through 679 of the Code, such Trust shall immediately terminate and
the amounts  allocated to each Plan Account and Participant  Account within such
Trust shall be paid in a cash lump sum as soon as  practicable by the Trustee to
the Participants  for whom such Accounts were maintained.  If any Company should
receive  notice of such final  determination  from the IRS,  such Company  shall
promptly furnish written notice of such final determination to the Trustee.

         4.7  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary, if the IRS should finally determine that any amounts held in any Trust
are includible in the gross income of any  Participant  or Beneficiary  prior to
payment  of  such  amounts  from  the  Trust,  the  Trustee  shall,  as  soon as
practicable,  pay such  amounts to such  Participant  or  Beneficiary  from such
Trust.  For purposes of this Section 4.7, the Trustee  shall be entitled to rely
on an  affidavit  by a  Participant  or  Beneficiary  to the effect  that such a
determination has occurred.

         4.8 Each Company may make payment of Benefits  directly to Participants
or their  Beneficiaries  as they  become  due under the terms of the  Applicable
Plans.  After a Change in Control,  a Company  that  decides to make  payment of
Benefits  directly  shall notify the Trustee in writing of its decision prior to
the time  amounts are payable to the  Participants  or their  Beneficiaries.  In
addition,  each Company shall remain primarily liable to pay all of the Benefits
provided for under its Plans,  to the extent such  Benefits are not payable from
such Company's Trust pursuant to this Agreement.  Accordingly,  if the principal
of the Applicable  Company's Trust, and any earnings thereon, are not sufficient
to make  payments  of Benefits in  accordance  with the terms of such  Company's
Plans,  the Company shall make the balance of each such payment as it falls due.
The Trustee shall notify the Applicable  Company in writing where  principal and
earnings of the Company's Trust are not sufficient.

                                       18


<PAGE>


                                    ARTICLE 5

                               Legal Defense Fund
                               ------------------

         5. 1 On the written direction of a Company, the Trustee shall establish
within the Trust Fund for such  Company's  Trust a  separate  fund,  hereinafter
referred to as a "Legal Defense Fund".

         A Company's  Legal  Defense Fund shall  consist of such portions of its
contributions  to its Trust as the Company  shall specify in writing at the time
of  contribution,  together with all income,  gains and losses and proceeds from
the investment,  reinvestment and sale thereof,  less all payments therefrom and
expenses  charged  thereto in accordance  with the provisions of this Article 5.
Subject  to  Article  6, a  Company's  Legal  Defense  Fund  shall  be held  and
administered  by the Trustee  exclusively for the purpose of defraying the costs
and expenses incurred by the Trustee in performing its duties under Sections 5.3
and 5.4.

         5.2 A Company's Legal Defense Fund shall be maintained and administered
as a separate  segregated  account,  provided,  however,  that the assets of any
Legal  Defense Fund may be  commingled  with all other assets of the same Trust,
and with the assets of any other Trust, solely for investment purposes.

         5.3.  If,  at any time  after a Change in  Control,  a  Participant  or
Beneficiary  notifies the Trustee in writing that a Company has refused to pay a
claim asserted by such  Participant  or Beneficiary  under any of such Company's
Plans, the Trustee shall promptly review such claim and determine whether it has
any basis in law and fact. If the Trustee determines that the claim has no basis
in law and fact, the Trustee shall notify the Participant or Beneficiary of such
determination,  and thereafter  shall take no further action with respect to the
claim.  If the Trustee  determines that there is a basis in law and fact for the
Participant's  or  Beneficiary's  claim,  the Trustee  shall take the  following
actions to assist the Participant or Beneficiary  (hereafter  referred to as the
"Claimant") to recover on such claim:

                  (a) The Trustee shall  promptly  attempt to negotiate with the
         Applicable  Company to obtain payment,  settlement or other disposition
         of the claim, subject to the Claimant's consent.

                  (b)  If  (i)   negotiations   fail  after  60  days  of  their
         commencement  to result in a payment,  settlement or other  disposition
         acceptable  to the  Claimant,  (ii) the Trustee at any time  reasonably
         believes that further  negotiations would not be in the Claimant's best
         interest or (iii) any

                                       19


<PAGE>


         applicable  statute of  limitations  would  otherwise  expire within 60
         days,  the Trustee  shall advise the Claimant of such fact.  Thereupon,
         the Claimant may, by filing with the Trustee a written authorization in
         substantially the form attached hereto as Exhibit E, direct the Trustee
         to institute and maintain legal proceedings (the "Litigation")  against
         the  Applicable  Company  to  recover  on the  claim on  behalf  of the
         Claimant.

                  (c) The Trustee shall direct the course of any  Litigation and
         shall  keep the  Claimant  informed  of the  progress  thereof  at such
         intervals as the Trustee deems appropriate, but no less frequently than
         quarterly.  The Trustee shall have the discretion to determine the form
         and nature that any Litigation shall take, and the procedural rules and
         laws  applicable to such Litigation  shall  supersede any  inconsistent
         provision of this Agreement.

                  (d) If the Claimant  directs in writing that the Litigation be
         settled or discontinued,  the Trustee shall take all appropriate action
         to  follow  such  direction,   provided  that  such  written  direction
         specifies the terms and conditions of the settlement or  discontinuance
         and provided  further that the  Claimant,  if requested to do so by the
         Trustee,  executes  and  delivers  to the  Trustee a document in a form
         acceptable to the Trustee releasing the Trustee and holding it harmless
         from any liability resulting from its following such direction.  If the
         Claimant refuses to consent to a settlement or other disposition of the
         Litigation on terms recommended in writing by the Trustee,  the Trustee
         may proceed, in its sole and absolute  discretion,  to take such action
         as it deems  appropriate  in the  Litigation,  including  settlement or
         discontinuance of the Litigation;  provided,  however, that the Trustee
         shall afford the Claimant at least 14 days'  advance  notice in writing
         of any decision by the Trustee to settle or otherwise  discontinue  the
         Litigation.

                  (e) A Claimant may at any time revoke the authorization of the
         Trustee to continue any  Litigation  on his behalf by delivering to the
         Trustee a written  revocation  in  substantially  the form  attached as
         Exhibit F  hereto,  and  notifying  the  Trustee  in  writing  that the
         Claimant has appointed his own counsel  (whose fees and expenses  shall
         not be paid from any Legal  Defense  Fund) to represent the Claimant in
         the  Litigation  in lieu of counsel  retained by the Trustee.  Upon the
         Trustee's receipt of such revocation and notice, the Trustee shall have
         no  obligation  to  proceed  further on behalf of the  Claimant  in the
         Litigation,  or to pay any costs or expenses incurred in the Litigation
         after

                                       20


<PAGE>


         the date on which such revocation and notice is delivered to the
         Trustee.

                  (f) The Trustee shall be empowered to retain counsel and other
         appropriate experts, including actuaries and accountants,  to assist it
         in making any  determination  under this  Section  5.3, in  determining
         whether  to  pursue,  settle  or  discontinue  any  Litigation,  and to
         prosecute  and maintain any such  Litigation on behalf of any Claimant.
         Notwithstanding  the  foregoing,  each  Company,  prior to a Change  in
         Control,  may  designate  in writing  the counsel to be retained by the
         Trustee  after a Change in Control to assist in enforcing the rights of
         Claimants  under such Company's Plans in accordance with the provisions
         of this Section 5.3. If the counsel so  designated  declines to provide
         representation,  or if such  counsel's  representation  would involve a
         conflict  of  interest  with  the  Trustee,  or if the  Trustee  is not
         satisfied with the quality of representation  provided, the Trustee may
         dismiss such  counsel and engage  another  qualified  law firm for this
         purpose; provided, however, that any law firm so engaged may not be the
         same law firm that represents any Company after a Change in Control. No
         Company  may dismiss or engage  such  counsel,  or cause the Trustee to
         engage or dismiss such counsel, after a Change in Control.

                  (g)  All  costs  and  expenses  incurred  by  the  Trustee  in
         connection  with the  performance of its duties under this Section 5.3,
         including,  without  limitation,  the payment of reasonable fees, costs
         and  disbursements  of any  counsel,  actuaries,  accountants  or other
         experts  retained by the Trustee  pursuant to Section 5.3(f),  shall be
         charged to and paid from the Applicable Company's Legal Defense Fund.

                  (h) Notwithstanding any provision herein to the contrary,  the
         Trustee  shall be required to act under this  Section  5.3,  including,
         without limitation,  instituting or continuing any Litigation,  only to
         the extent there are  sufficient  amounts  available in the  Applicable
         Company's  Legal  Defense  Fund to defray  the costs and  expenses  the
         Trustee reasonably anticipates will be incurred in connection with such
         action.  If, at any time  after a Claimant  has filed a written  notice
         with the Trustee under Section 5.3(a) the Trustee determines that there
         will  not be  sufficient  amounts  in the  Applicable  Company's  Legal
         Defense  Fund to defray  such costs and  expenses,  the  Trustee  shall
         promptly advise the Claimant of such fact.  Unless within 30 days after
         it has given such notice to the Claimant the Trustee  receives from the
         Claimant  assurances,  in  such  form  as  may be  satisfactory  to the
         Trustee, that any costs and

                                       21


<PAGE>


         expenses Company's Legal Defense Fund will be paid by the Claimant, the
         Trustee shall have no  obligation to take any further  action on behalf
         of the Claimant  pursuant to this Section 5.3;  and, if a Litigation on
         behalf of the  Claimant is then  pending,  the Trustee may  discontinue
         such Litigation on such terms and conditions as it deems appropriate in
         its sole discretion.

         5.4 If, at any time after a Change in  Control  or during a  Threatened
Change in Control Period, legal proceedings are brought against the Trustee by a
Company or other  party  seeking to  invalidate  any of the  provisions  of this
Agreement as they relate to a Company's  Trust, or seeking to enjoin the Trustee
from paying any amounts from any Trust or from taking any other action otherwise
required or  permitted  to be taken by the  Trustee  under this  Agreement  with
respect to any Trust,  the Trustee shall take all steps that may be necessary in
such proceeding to uphold the validity and  enforceability  of the provisions of
this Agreement as they relate to such Trust. All costs and expenses  incurred by
the  Trustee  in  connection  with  any  such  proceeding  (including,   without
limitation,  the payment of  reasonable  fees,  costs and  disbursements  of any
counsel,  actuaries,  accountants  or other  experts  retained by the Trustee in
connection  with  such  proceeding)  shall  be  charged  to and  paid  from  the
Applicable  Company's  Legal Defense Fund. Any costs and expenses so incurred by
the Trustee in excess of amounts  available in the  Applicable  Company's  Legal
Defense  Fund  shall be  charged  to and  paid  from the  other  assets  of such
Company's  Trust.  Any such  excess  costs  and  expenses  so  charged  shall be
allocated  to  the  Plan  Accounts  maintained  within  such  Trust,  and to the
Participant Accounts maintained within such Plan Accounts,  on a pro rata basis.
Notwithstanding  any  provision  herein to the  contrary,  the Trustee  shall be
required to act under this Section 5.4 only to the extent  there are  sufficient
amounts  available  in the  Applicable  Company's  Trust to defray the costs and
expenses the Trustee reasonably  anticipates will be incurred in connection with
such action.

         5.5 Each  Company's  Legal  Defense Fund shall  continue to be held and
administered by the Trustee for the purposes described in Section 5.1 until such
time as all Benefits to which all  Participants  are entitled  under all of such
Company's  Plans  shall  have  been paid in full to such  Participants  or their
Beneficiaries.  Any balance  then  remaining in a Company's  Legal  Defense Fund
shall be distributed to such Company.

                                       22


<PAGE>


                                    ARTICLE 6

                                   Insolvency
                                   ----------

6.1 The Trustee  shall cease making  payment  hereunder  of Benefits  payable to
Participants  and  their  Beneficiaries  pursuant  to a  Company's  Plans if the
Company is Insolvent.

         6.2 At all times during the  continuance of each Trust,  as provided in
Section 2.4 hereof,  the  principal  and income of the Trust shall be subject to
claims of general  creditors of the  Applicable  Company under federal and state
law as set forth below:

                           (a)  The  Board  of  Directors  and  Chief  Executive
         Officer of each  Company  shall have the duty to inform the  Trustee in
         writing of such  Company's  Insolvency.  If a person  claiming  to be a
         creditor  of a Company  alleges  in writing  to the  Trustee  that such
         Company has become  Insolvent,  the Trustee shall determine whether the
         Company is Insolvent and, pending such determination, the Trustee shall
         discontinue  making payment from such Company's  Trust to  Participants
         and Beneficiaries.

                  (b) Unless the  Trustee  has actual  knowledge  of a Company's
         Insolvency,  or has received notice from a Company or a person claiming
         to  be a  creditor  of  such  Company  alleging  that  the  Company  is
         Insolvent,  the  Trustee  shall  have no duty to  inquire  whether  the
         Company  is  Insolvent.  The  Trustee  may in all  events  rely on such
         evidence  concerning  a Company's  solvency as may be  furnished to the
         Trustee and that  provides  the  Trustee  with a  reasonable  basis for
         making a determination concerning the Company's solvency.

                  (c) If at any time the Trustee has  determined  that a Company
         is Insolvent,  the Trustee shall discontinue  making payments from such
         Company's Trust to Participants and their  Beneficiaries and shall hold
         the  assets of such  Trust for the  benefit  of the  Company's  general
         creditors.  Nothing in this  Agreement  shall in any way  diminish  any
         rights of Participants or their Beneficiaries to pursue their rights as
         general  creditors of the  Applicable  Company with respect to Benefits
         due under the Company's Plans or otherwise.

                  (d) The Trustee shall resume  making  payment from a Company's
         Trust of Benefits to Participants or their  Beneficiaries in accordance
         with Article 4 of this Trust

                                       23


<PAGE>


         Agreement only after the Trustee has determined that the Company is not
         Insolvent, or is no longer Insolvent.

         6.3  Provided  that  there  are  sufficient   assets,  if  the  Trustee
discontinues  the  payment of  Benefits  from any Trust  pursuant to Section 6.2
hereof and subsequently resumes such payments,  the first payment following such
discontinuance  shall  include  the  aggregate  amount  of all  payments  due to
Participants or their Beneficiaries under the terms of the Applicable  Company's
Plan for the period of such  discontinuance,  less the  aggregate  amount of any
payments made to Participants or their  Beneficiaries  by the Company in lieu of
the payments provided for hereunder during any such period of discontinuance.

                                    ARTICLE 7

                               Payments to Company
                               -------------------

         7.1 Prior to a Change in Control (but not during a Threatened Change in
Control  Period),  a Company may, by written  notice to the Trustee,  direct the
Trustee to pay to such Company,  out of the Trust Fund for such Company's Trust,
such amount as is  specified in the notice.  Any such notice  shall  specify the
Plan Accounts and the Participant  Accounts, if any, which shall be debited with
respect to such payment. If the amount that would remain in the Trust Fund after
any such payment  would be less than the unpaid fees and expenses of the Trustee
properly  chargeable  to such Trust  Fund,  the Trustee may deduct such fees and
expenses from the payment that otherwise would be made to the Company.

         7.2 Except as  provided  in Article 6 hereof,  during  such time as the
Trust is  irrevocable,  the  Applicable  Company shall have no right or power to
direct the  Trustee  to return to the  Company or to divert to others any of the
Trust assets before all payment of Benefits have been made to  Participants  and
their Beneficiaries pursuant to the terms of the Company's Plans.

                                    ARTICLE 8

                 Investment Authority and Disposition of Income
                 ----------------------------------------------

         8.1 Except as  otherwise  provided in Sections  8.2,  8.4, and 8.5, the
Trustee,  prior to a Change in Control,  shall invest and reinvest the assets of
each Trust, in its sole  discretion,  in such investments as may be permitted in
accordance with any written  investment  guidelines that may be delivered to the
Trustee from time to time by the Applicable Company and that are

                                       24


<PAGE>


acceptable to the Trustee or, at any time when no such investment guidelines are
in effect, in Permitted Investments.

         8.2 Prior to a Change in  Control,  the  Applicable  Company may in its
sole  discretion  appoint an investment  manager to manage the investment of any
part or all of the  Trust  Fund for any  Trust.  The  Applicable  Company  shall
promptly  inform the Trustee in writing of any such  appointment,  shall furnish
the  Trustee  with a copy of the  instrument  pursuant  to which any  investment
manager  is so  appointed,  and shall  inform  the  Trustee in writing as to the
specific  portions  of the Trust  Fund for its Trust that will be subject to the
management of such investment manager.  During the term of any such appointment,
the investment manager shall have the sole responsibility for the investment and
reinvestment  of that  portion  of any  Trust  Fund  subject  to its  investment
management,  and the Trustee shall have no responsibility for, or liability with
respect to, the investment of such portion of such Trust Fund.

         In exercising  the powers  granted to it  hereunder,  the Trustee shall
follow the directions of any  investment  manager with respect to the portion of
any Trust Fund subject to management by such investment manager.  All directions
given by an investment manager to the Trustee shall be in writing,  signed by an
officer (or a partner) of the  investment  manager,  or by such other  person or
persons as may be  designated  by an officer  (or a partner)  of the  investment
manager.  The  investment  manager may directly place orders for the purchase or
sale  of  securities,  subject  to such  conditions  as may be  approved  by the
Applicable Company in authorizing the investment manager to effect  transactions
directly  with respect to the portion of the Trust Fund for any Trust subject to
its management,  provided that the Trustee shall nevertheless  retain custody of
the assets comprising such portion of the Trust Fund.

         The Applicable  Company,  by written notice to the Trustee,  may at any
time terminate its  appointment of any investment  manager.  In such event,  the
Applicable  Company shall either appoint a successor  investment manager for the
portion of the Trust Fund in question,  or direct that such portion of the Trust
Fund thereafter be invested and reinvested by the Trustee in accordance with the
provisions  of Section 8.1.  Until receipt of such written  notice,  the Trustee
shall be fully protected in relying upon the most recent prior written notice of
appointment of an investment manager.

         8.3  After a Change  in  Control,  the  Trustee  shall  have  exclusive
authority and discretion to manage and control the  investment and  reinvestment
of the Trust Fund for each Trust;

                                       25


<PAGE>


provided,  however,  that the Trust Fund for each Trust shall be so invested and
reinvested only in Permitted Investments.

         8.4 In no event may the assets of any Trust be invested  in  securities
(including  stock or  rights to  acquire  stock)  or  obligations  issued by any
Company,  other than a de minimis amount held in common  investment  vehicles in
which the Trustee invests. All rights associated with assets of each Trust shall
be exercised by the Trustee or an  Investment  Manager  appointed  under Section
8.2, and shall in no event be exercisable by or rest with Participants.

         8.5 During the term of each  Trust,  all income  received by the Trust,
net of expenses and taxes, shall be accumulated and reinvested.

                                    ARTICLE 9

                      General Powers and Duties of Trustee
                      ------------------------------------

         9.1 In addition to the other powers granted to it under this Agreement,
the Trustee shall have the following  administrative  powers and authority  with
respect to the property comprising the Trust Fund for each Trust:

                  (a) To sell,  exchange or transfer any such property at public
         or  private  sale for  cash or on  credit  and  grant  options  for the
         purchase or exchange thereof,  including call options for property held
         in the Trust Fund and put  options for the  purchase of such  property,
         including, without limitation, at any time to sell any asset other than
         cash held in the Trust Fund to pay Benefits if there is not  sufficient
         cash in the Trust Fund to pay Benefits.

                  (b)  To   participate   in   any   plan   of   reorganization,
         consolidation,  merger, combination,  liquidation or other similar plan
         relating  to any such  property,  and to  consent to or oppose any such
         plan  or any  action  thereunder,  or any  contract,  lease,  mortgage,
         purchase, sale or other action by any corporation or other entity.

                  (c)  To  deposit  any  such  property  with  any   protective,
         reorganization or similar committee; to delegate discretionary power to
         any such committee; and to pay part of the expenses and compensation of
         any such  committee  and any  assessments  levied  with  respect to any
         property so deposited.

                                       26


<PAGE>


                  (d) To exercise any conversion privilege or subscription right
         available in connection with any such property; 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  of any of the  securities  of which may at any time be
         held in the  Trust  Fund  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 deemed necessary or advisable in connection
         therewith,  and to hold and retain  any  securities  or other  property
         which it may so acquire.

                  (e) To commence or defend  suits or legal  proceedings  and to
         represent  the  Trust in all  suits or legal  proceedings;  to  settle,
         compromise or submit to arbitration,  any claims, debts or damages, due
         or owing to or from the Trust.

                  (f) To exercise,  personally or by general or limited power of
         attorney,  any right,  including the right to vote,  appurtenant to any
         securities or other such property.

                  (g) To borrow  money from any lender in such  amounts and upon
         such terms and  conditions  as shall be deemed  advisable  or proper to
         carry out the  purposes  of the Trust and to pledge any  securities  or
         other property for the repayment of any such loan.

                  (h) To engage any legal counsel,  including  (except after the
         occurrence of a Change in Control) counsel to any Company, any enrolled
         actuary,  any accountant or any other suitable agents,  to consult with
         such counsel,  enrolled  actuary,  accountant or agents with respect to
         the  construction  hereof,  the duties of the  Trustee  hereunder,  the
         transactions  contemplated  by  this  Agreement  or any act  which  the
         Trustee  proposes  to take or omit,  to rely  upon the  advice  of such
         counsel,  enrolled  actuary,  accountant  or  agents,  and to  pay  its
         reasonable fees, expenses and compensation from the Trust Fund.

                  (i) To register any  securities  held by it in its own name or
         in the  name of any  custodian  of  such  property  or of its  nominee,
         including  the  nominee  of any  system  for the  central  handling  of
         securities,  with or without the addition of words indicating that such
         securities are held in a fiduciary capacity,  to deposit or arrange for
         the deposit of any such securities with such a system and to hold any

                                       27


<PAGE>


         securities  in bearer  form;  provided,  however,  that no such holding
         shall  relieve the Trustee of its  responsibility  for the safe custody
         and  disposition of the Trust Fund in accordance with the provisions of
         this Agreement, the Trustee's books and records shall at all times show
         that such property is part of the Trust Fund,  and the Trustee shall be
         absolutely liable for any loss occasioned by the acts of its nominee or
         nominees  with  respect  to  securities  registered  in the name of the
         nominee or nominees.

                  (j) To make,  execute and  deliver,  as  Trustee,  any and all
         deeds,  leases,  notes,  bonds,  guarantees,   mortgages,  conveyances,
         contracts,  waivers, releases or other instruments in writing necessary
         or proper for the accomplishment of any of the powers granted herein.

                  (k) To  transfer  assets  of the  Trust  Fund  to a  successor
         trustee as provided in Section 13.4 hereof.

                  (l)  To  exercise,  generally,  any  of the  powers  which  an
         individual  owner might  exercise in connection  with  property  either
         real,  personal  or mixed held in the Trust  Fund,  and to do all other
         acts that the Trustee may deem  necessary or proper to carry out any of
         the powers granted to it hereunder or that otherwise may be in the best
         interests of the Trust Fund.

                  (m) To hold any  portion  of the  Trust  Fund in cash  pending
         investment,  or for the  payment  of  expenses  and  Benefits,  without
         liability for interest.

                  (n) To vote  personally or by proxy and to delegate  power and
         discretion  over such proxy on account of securities  held in the Trust
         Fund.

                  (o) To  hold  assets  in time or  demand  deposits  (including
         deposits  with  the  Trustee  in its  individual  capacity  that  pay a
         reasonable rate of interest).

                  (p) To invest and reinvest all or any specified portion of any
         Trust Fund through the medium of any common,  collective, or commingled
         trust fund that has been or may hereafter be established and maintained
         by the Trustee.

                  (q) To invest in mutual funds  registered  with the Securities
         Exchange Commission under the Investment Company Act of 1940.

                                       28


<PAGE>


         The Trustee also shall have, without exclusion, all powers conferred on
Trustees  by  applicable  law,  unless  expressly   provided  otherwise  herein;
provided, however, that if an insurance policy is held as an asset of any Trust,
the Trustee shall have no power to name a  beneficiary  of the policy other than
the Trust,  to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor trustee,  or to loan to any person the
proceeds of any borrowing against such policy.

         Prior to a Change in Control,  the Trustee  shall  exercise  the powers
referred to in Section 9.1(h) only as directed by the Applicable  Company;  and,
with  respect to the portion of any Trust Fund for which an  investment  manager
has been  appointed  under  Section  8.2, the Trustee  shall  exercise any power
referred to in this Section 9.1, as it relates to the  investment  management of
such  portion of the Trust Fund,  only as directed by such  investment  manager.
After a Change in Control,  the Trustee may exercise such powers in its sole and
absolute discretion, except as otherwise provided in Article 8.

         Notwithstanding  any powers  granted to the  Trustee  pursuant  to this
Agreement or to applicable  law, the Trustee shall not have any power that could
give any Trust the  objective  of carrying on a business  and dividing the gains
therefrom,  within the  meaning  of  section  301.7701-2  of the  Procedure  and
Administrative Regulations promulgated pursuant to the Code.

         9.2 After a Change in Control,  the Trustee shall, subject to Article 6
hereof,  discharge its duties under this Agreement solely in the interest of the
beneficiaries  of each  Trust and (i) for the  exclusive  purpose  of  providing
Benefits  to  such   beneficiaries   and   defraying   reasonable   expenses  of
administering  such Trust;  (ii) 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; and (iii) by diversifying the
investments of the Trust Fund for each Trust so as to minimize the risk of large
losses, unless under the circumstances it is clearly prudent not to do so.

         9.3 The  Trustee  shall not be  required  to give any bond or any other
security for the faithful performance of its duties under this Agreement, except
as required by law.

         9.4 Except as otherwise  expressly  provided herein,  the Trustee shall
not be  responsible  in any respect for  administering  any Plan;  nor shall the
Trustee be responsible  for the adequacy of the Trust Fund for any Trust to meet
and discharge all payments and liabilities under any Plan.

                                       29


<PAGE>


         9.5 The Trustee shall be under no duties  whatsoever except such duties
as are specifically set forth as such in this Agreement, and no implied covenant
or obligation shall be read into this Agreement  against the Trustee.  Except as
otherwise  provided in Article 5, the Trustee  shall not be required to take any
action toward the execution or performance of any Trust created  hereunder or to
prosecute or defend any suit or claim in respect thereof,  unless indemnified to
its satisfaction against loss, liability, and reasonable costs and expenses. The
Trustee  shall be under no liability or obligation to anyone with respect to any
failure on the part of any Company to perform any of its  obligations  under any
Plan or under this Agreement.

         9.6 The Applicable  Company shall pay and shall protect,  indemnify and
save harmless the Trustee and its officers, directors or trustees, employees and
agents from and against any and all losses,  liabilities  (including liabilities
for penalties),  actions, suits, judgments,  demands, damages,  reasonable costs
and expenses  (including,  without  limitation,  reasonable  attorneys' fees and
expenses) of any nature arising from or relating to any action or failure to act
by the Trustee, its officers,  directors or trustees,  employees and agents with
respect to such Company's Trust, or arising from or relating to the transactions
contemplated  by this  Agreement  that pertain to or affect such Trust except to
the extent that any such loss, liability,  action, suit, demand, damage, cost or
expense is  attributable  to any action or failure to act on the Trustee's  part
(i) that occurs prior to a Change in Control and that constitutes  negligence or
willful  misconduct  on the part of the  Trustee,  its  officers,  directors  or
trustees, employees or agents, or (ii) that occurs after a Change in Control and
that  constitutes  a failure on the part of the Trustee to discharge  its duties
under this Agreement in accordance with the standards set forth in Section 9.2.

         If the Trustee shall become entitled to  indemnification by any Company
pursuant  to  this  Section  9.6  and  such   Company   fails  to  provide  such
indemnification  to the  Trustee  within 30 days of the  Company's  receipt of a
written request from the Trustee for such indemnification, the Trustee may apply
assets of such Company's Trust in full satisfaction of the Company's  obligation
to make such  indemnification.  Promptly  after  any  assets of any Trust are so
applied, the Trustee shall institute legal proceedings on behalf of the Trust to
recover from the  Applicable  Company an amount equal to the amount of any Trust
assets so applied.

                                       30


<PAGE>


                                   ARTICLE 10

                  Taxes, Expenses, and Compensation of Trustee
                  --------------------------------------------

         10.1 Each Company  shall pay any federal,  state,  local or other taxes
imposed or levied with respect to the corpus  and/or  income of its Trust or any
part thereof under  existing or future laws and such Company in its  discretion,
or the Trustee in its discretion, may contest the validity or amount of any tax,
assessment, claim or demand respecting such Trust or any part thereof.

         10.2 Each Company shall pay to the Trustee its  allocable  share of the
compensation that is payable to the Trustee for its services  hereunder pursuant
to the schedule of fees annexed hereto as Exhibit G. Each Company shall also pay
its allocable  share of the  reasonable and necessary  expenses  incurred by the
Trustee  in the  performance  of its  duties  under  this  Agreement,  including
reasonable  fees of any counsel,  actuary,  accountant or other agent engaged by
the Trustee pursuant to this Agreement.  Any such compensation or expenses shall
be  allocated  among  the  Companies  as  follows:  in  the  case  of  any  such
compensation that is specifically  chargeable to, or any such expenses that were
specifically  incurred with respect to, a particular  Trust,  the amount of such
compensation or expenses shall be allocated solely to the Applicable Company; in
the case of any such compensation that is not specifically chargeable to, or any
such expenses that were not specifically  incurred with respect to, a particular
Trust,  the amount of such  compensation  or expenses  shall be allocated to the
Companies  in  proportion  to the  respective  values of the Trust Funds for the
Companies' Trusts as of the Valuation Date immediately  preceding the date as of
which the Trustee bills the Companies for such  compensation  or expenses.  Each
Company's  allocable  share of such  compensation  and expenses shall be charged
against and paid from the Trust Fund for such Company's Trust, to the extent not
paid by such  Company  within 45 days after the date on which the Trustee  bills
the Company for such  compensation  and expenses.  Any amount so charged against
and paid from the Trust Fund for any Company's Trust shall be further  allocated
to and charged  against the Plan Accounts and  Participant  Accounts  maintained
within  such  Trust (a) in such  manner as the  Applicable  Company  directs  in
written  instructions  delivered by it to the Trustee, in the case of any amount
so charged and paid prior to a Change in Control;  and (b) in  proportion to the
respective  balances  of such  Accounts  as  determined  as of the  most  recent
Valuation  Date  preceding  the date of  payment,  in the case of any  amount so
charged and paid after a Change in Control.

                                       31


<PAGE>


                                   ARTICLE 11

                              Accounting by Trustee
                              ---------------------

         11.1 For each  Trust the  Trustee  shall  keep  accurate  and  detailed
accounts  of  all  its  investments,  receipts,  and  disbursements  under  this
Agreement.  Such person or persons as the  Applicable  Company  shall  designate
shall be allowed to inspect  the books of  account  relating  to such  Company's
Trust upon  request at any  reasonable  time  during the  business  hours of the
Trustee.

         11.2 Within 90 days after the close of each calendar  year, the Trustee
shall transmit to each Company, and certify the accuracy of, a written statement
of the assets and  liabilities of the Trust Fund for such Company's Trust at the
close of that year,  showing the current value of each asset at that date, and a
written  account of all the Trustee's  transactions  relating to such Trust Fund
during the period from the last  previous  accounting to the close of that year.
For the purposes of this Section 11.2, the date of the Trustee's  resignation or
removal as  provided  in Article 13 hereof  shall be deemed to be the close of a
calendar year.

         11.3  Unless a  Company  shall  have  filed  with the  Trustee  written
exceptions or objections to any such  statement and account within 90 days after
receipt thereof such Company shall be deemed to have approved such statement and
account;  and in such case or upon the written  approval by such  Company of any
such statement and account, the Trustee shall be forever released and discharged
with respect to all matters and things embraced in such statement and account as
though it had been settled by decree of a court of competent  jurisdiction in an
action or proceeding to which the Company and all persons  having any beneficial
interest in its Trust were parties.

         11.4 Nothing  contained in this  Agreement or in any Plan shall deprive
the  Trustee of the right to have a judicial  settlement  of its  accounts  with
respect  to any  Trust.  In any  proceeding  for a  judicial  settlement  of the
Trustee's  accounts or for  instructions in connection with any Trust,  the only
other necessary party thereto in addition to the Trustee shall be the Applicable
Company.  If the  Trustee  so  elects,  it may  bring in as a party  or  parties
defendant any other person or persons.  No person interested in any Trust, other
than the  Applicable  Company,  shall  have a right  to  compel  an  accounting,
judicial or  otherwise,  by the Trustee,  and each such person shall be bound by
all  accounting by the Trustee to such Company,  as herein  provided,  as if the
account had been settled by decree of a court

                                       32


<PAGE>


of competent jurisdiction in an action or proceeding to which such person was a
party.


                                   ARTICLE 12

                                 Communications
                                 --------------

         12.1 With respect to any Trust, the Trustee shall be fully protected in
relying upon any written notice,  instruction,  direction or other communication
signed by an officer of the Applicable  Company.  Each Company from time to time
shall furnish the Trustee with the names and specimen signatures of the officers
of the Company authorized to act or give directions hereunder and shall promptly
notify  the  Trustee  of the  termination  of office of any such  officer of the
Company and the appointment of a successor thereto. Until notified in writing to
the  contrary,  the Trustee  shall be fully  protected  in relying upon the most
recent list of the officers of the Company furnished to it by the Company.

         12.2 Any action required by any provision of this Agreement to be taken
by the board of  directors of a Company  shall be  evidenced by a resolution  of
such  board  of  directors  certified  to the  Trustee  by the  Secretary  or an
Assistant  Secretary of the Company  under its corporate  seal,  and the Trustee
shall be fully  protected  in relying  upon any  resolution  so certified to it.
Unless other evidence with respect thereto has been  specifically  prescribed in
this  Agreement  any  other  action of a Company  under  any  provision  of this
Agreement,  including any approval of or  exceptions to the Trustee's  accounts,
shall be evidenced by a certificate signed by an officer of the Company, and the
Trustee shall be fully protected in relying upon such  certificate.  The Trustee
may accept a certificate  signed by an authorized  officer of a Company as proof
of any fact or matter that it deems  necessary or desirable to have  established
in the  administration  of such  Company's  Trust (unless other evidence of such
fact or matter is expressly  prescribed  herein) and the Trustee  shall be fully
protected in relying upon the statements in the certificate.

         12.3  The  Trustee  shall be  entitled  conclusively  to rely  upon any
written  notice,  instruction,  direction,  certificate  or other  communication
believed by it to be genuine  and to be signed by the proper  person or persons,
and the Trustee  shall be under no duty to make  investigation  or inquiry as to
the truth or accuracy of any statement contained therein.

                                       33


<PAGE>


         12.4  Until notice be given to the contrary, communications to the
Trustee shall be sent to it at its office at 114 West 47th Street, New York, New
York 10056-1532,  Attention:  Otis A. Sinnott,  Jr.; and  communications  to any
Company  shall  be  sent  to it c/o  GPU  Service,  Inc.,  310  Madison  Avenue,
Morristown, New Jersey 07962-1957, Attention: Treasurer.

                                   ARTICLE 13

                        Resignation or Removal of Trustee
                        ---------------------------------

         13.1 The  Trustee  may  resign as  trustee  of any Trust at any time by
written notice to the Applicable  Company,  which resignation shall be effective
60 days after the  Company's  receipt of such notice  unless the Company and the
Trustee agree  otherwise.  The Trustee may be removed as trustee of any Trust by
action of the board of directors of the Applicable  Company, at any time upon 60
days' written notice to the Trustee, or upon shorter notice if acceptable to the
Trustee.  In the event it resigns or is removed,  the Trustee shall have a right
to have its accounts settled as provided in Article 11 hereof.

         13.2  Notwithstanding  the  provisions of Section 13.1, the Trustee may
not be removed  as  trustee  of any Trust  after a Change in Control or during a
Threatened  Change in Control  Period  without the  written  consent of at least
two-thirds in number of the Participants who are, or who may become, entitled to
receive  payments  from such Trust.  The  Applicable  Company  shall furnish the
Trustee  with  evidence  to  establish  that  such  majority  in  number of such
Participants has granted written consent to such removal.

         13.3 If the  Trustee  resigns or is removed as trustee of any Trust,  a
successor shall be appointed by the Applicable  Company,  by action of its board
of  directors,  by the  effective  date  of such  resignation  or  removal.  Any
successor  trustee so appointed  shall be a bank as defined under the Investment
Advisers  Act of 1940,  having a net worth in excess of  $100,000,000  or having
assets in  excess  of  $2,000,000,000.  After a Change  in  Control  or during a
Threatened  Change in Control Period,  such  appointment of a successor  trustee
shall  be  approved  in  writing  by  at  least  two-thirds  in  number  of  the
Participants who are or may become entitled to receive payments from such Trust.
Notwithstanding the foregoing, if no such appointment of a successor trustee has
been made by the effective date of such resignation or removal,  the Trustee may
apply  to a court of  competent  jurisdiction  for  appointment  of a  successor
trustee or for instructions. All expenses of the Trustee in connection with such
proceeding shall

                                       34


<PAGE>


be allowed as administrative expenses of the Trust and shall be paid by the
Applicable Company.

         13.4 Each successor  trustee shall have the powers and duties conferred
upon  the  Trustee  in this  Agreement  and the term  "Trustee"  as used in this
Agreement,  except  where the  context  otherwise  requires,  shall be deemed to
include any successor  trustee.  Upon  designation or appointment of a successor
trustee for any Trust, the Trustee shall transfer and deliver the Trust Fund for
such Trust to the successor  trustee,  reserving  such sums as the Trustee shall
deem  necessary to defray its expenses in settling its accounts  with respect to
such Trust,  to pay any of its  compensation  with respect to such Trust that is
due and unpaid,  and to  discharge  any  obligation  of such Trust for which the
Trustee may be liable.  If the sums so  reserved  are not  sufficient  for these
purposes,  the Trustee shall be entitled to recover the amount of any deficiency
from either the Applicable Company or the successor  trustee,  or both. When the
Trust  Fund for such Trust  shall have been  transferred  and  delivered  to the
successor  trustee  and the  accounts  of the  Trustee  for such Trust have been
settled as provided  in Article 11 hereof,  the  Trustee  shall be released  and
discharged from all further  accountability  or liability for the Trust Fund for
such Trust and shall not be responsible  in any way for the further  disposition
of such Trust Fund or any part thereof.

                                   ARTICLE 14

                           Amendments and Termination
                           --------------------------

         14.1  Subject to Section  14.2,  any or all of the  provisions  of this
Agreement  and any  Exhibits  annexed  hereto,  as they relate to any  Company's
Trust,  may be amended at any time,  without the consent of any  Participant  or
Beneficiary,  by a  written  instrument  of  amendment,  duly  executed  by  the
Applicable  Company  (or, in the case of an  amendment  to any Exhibit  attached
hereto,  as it  relates  to any  Company's  Trust,  by either  the  Senior  Vice
President,  Corporate  Affairs of GPU,  Inc.  or the Senior Vice  President  and
General Counsel of GPU, Inc.) and by the Trustee. Notwithstanding the foregoing,
no such  amendment  shall  conflict with the terms of the  Applicable  Company's
Plans or shall make the Applicable Company's Trust revocable after it has become
irrevocable in accordance with Section 2.2 hereof.

         14.2 No amendment may be made to delete a Participant from Exhibit A or
to delete a Plan from Exhibit B and no other  provision of this Agreement may be
amended (i) during a Threatened Change in Control Period, (ii) after a Change in
Control, (iii) at the request of a third party who has indicated

                                       35


<PAGE>


an intention or taken steps to effect a Change in Control and who  effectuates a
Change in Control or (iv) otherwise in connection with, or in anticipation of, a
Change in Control  which has been  threatened  or  proposed  and which  actually
occurs  unless in any such case the written  consent of at least  two-thirds  in
number of the  Participants who are or may become entitled to payments from each
Trust affected by such  amendment is obtained,  in which case such amendment may
be made.  The Trustee  may  request  that the  Applicable  Company or  Companies
furnish evidence to establish that at least two-thirds of the Participants  have
granted written consent to such an amendment.

         14.3 Unless sooner revoked in accordance with Section 2.2 hereof,  each
Trust shall terminate on the date on which Participants and their  Beneficiaries
are no  longer  entitled  to  receive  Benefits  pursuant  to the  terms  of the
Applicable  Company's Plans. Upon termination of any Trust, any assets remaining
in the Trust Fund for such Trust shall be paid by the Trustee to the  Applicable
Company.

                                   ARTICLE 15

                                  Miscellaneous
                                  -------------

         15.1  Any  provision  of this  Agreement  prohibited  by law  shall  be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

         15.2 Benefits  payable to Participants  and their  Beneficiaries  under
this Agreement may not be  anticipated,  assigned  (either at law or in equity),
alienated,  pledged, encumbered or subjected to attachment,  garnishment,  levy,
execution or other legal or equitable process.

         15.3 This  Agreement  shall be governed  by, and shall be  construed in
accordance  with,  and  each  Trust  hereby  created  shall be  administered  in
accordance with, the laws of the State of New Jersey.

         15.4 The titles to Articles  of this  Agreement  are placed  herein for
convenience  of  reference  only,  and this  Agreement is not to be construed by
reference thereto.

         15.5  This  Agreement  shall  bind  and  inure  to the  benefit  of the
successors  and assigns of each Company and the Trustee,  respectively,  and all
Participants and Beneficiaries under the Companies' Plans.

                                       36


<PAGE>


         15.6 This Agreement may be executed in any number of counterparts, each
of which  shall be  deemed to be an  original  but all of which  together  shall
constitute  but one  instrument,  which  may be  sufficiently  evidenced  by any
counterpart.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their respective names by their duly authorized officers under their
corporate seals as of the day and year first above written.

                                             GPU INC.


                                             By:
                                                 -------------------------
                                                  F. D. Hafer, Chairman and
                                                  Chief Executive Officer
ATTEST:

                                             GPU NUCLEAR, INC.

                                             By:
                                                 -------------------------
                                                  T.G. Broughton, President and
                                                  Chief Executive Officer

ATTEST:

                                             JERSEY CENTRAL POWER & LIGHT
                                             COMPANY

                                             By:
                                                 --------------------------
                                                  F. D. Hafer, Chairman of the
                                                  Board and Chief Executive
                                                  Officer

ATTEST:

                                             U.S. TRUST COMPANY, NATIONAL
                                             ASSOCIATION, as Trustee

                                             By:
                                                 --------------------------
                                                  [Add Name and Title]

ATTEST:

                                       37


<PAGE>


                                                                     EXHIBIT A

                              List of Participants
                              --------------------


         Set forth below is a list, for each Company, of the persons who are to
be treated as Participants for purposes of the
annexed Agreement.
Company                                                   Participants
----------------------------------------------------------------------
GPU Inc.                                                  L. J. Appell, Jr.
                                                          D. J. Bainton
                                                          T. H. Black
                                                          J. F. Burditt
                                                          D. L. Grove
                                                          T. B. Hagen
                                                          H. F. Henderson, Jr.
                                                          H. R. O'Leary
                                                          J. R. Leva
                                                          J. W. Oswald
                                                          J. M. Pietruski
                                                          C. A. Rein
                                                          P. R. Roedel
                                                          C. A. Trost
                                                          P. K. Woolf

GPU Nuclear, Inc.                                         L. L. Humphreys
                                                          R. V. Laney
                                                          J. D. Townsend
                                                          C. A. Trost
                                                          W. A. Wilson
                                                          W. F. Witzig

Jersey Central Power & Light Company                      G. E. Persson
                                                          S. C. Van Ness
                                                          S. B. Wiley




                                       38


<PAGE>


                                                                     EXHIBIT B

                           Covered Plans and Benefits
                           --------------------------

         Set forth below is a list,  for each Company,  of the plans,  programs,
policies  or  agreements  that are to be treated  as  "Plans",  and the  amounts
payable  under the Plans that are to be treated as  "Benefits",  for purposes of
the annexed Agreement.

                                    GPU, Inc.
                                    ---------

         1.  All benefit amounts payable under the Deferred Remuneration Plan
for Outside Directors of GPU, Inc.

         2.  All benefit amounts payable under the Retirement Plan for Outside
Directors of GPU Inc.

         3. All benefit  amounts  payable under the Deferred Stock Unit Plan for
Outside Directors of GPU, Inc.

                      Jersey Central Power & Light Company
                      ------------------------------------

         1.  All benefit amounts payable under the Deferred Remuneration Plan
for Outside Directors of Jersey Central Power & Light
Company.

                                GPU Nuclear, Inc.
                                -----------------

         1. All benefit amounts payable under the Deferred Remuneration Plan for
Outside Directors of GPU Nuclear, Inc.







                                       39


<PAGE>


                                                                     EXHIBIT C

                                Payment Schedule
                                ----------------

                             [Material To Be Added.]






                                       40


<PAGE>


                                                                      EXHIBIT D

                       PARTICIPANT'S PAYMENT REQUEST FORM
                       ----------------------------------

         I, , a  Participant  [or  Beneficiary]  in  the  GPU  Companies  Master
Directors'  Benefits  Protection Trust (the "Trust"),  adopted September 1, 1995
and most recently amended as of [June] 1, 1999, pursuant to Section 4.3 thereof,
hereby request that [Name of Bank], as Trustee thereunder, make payment to me of
the  Benefits  to  which  I am  entitled  as  [Participant  or  Beneficiary]  in
accordance  with the terms of the Trust  Agreement  and the  following  [Company
Name] Plans:

-----------------------------------

-----------------------------------

-----------------------------------

-----------------------------------

         I hereby  attest,  certify and affirm that to the best of my  knowledge
and belief  the  following  events,  upon which  entitlement  to and  payment of
Benefits under said Plans is conditioned, have occurred:

                [Insert Description of events that have occurred]
                 -----------------------------------------------

         I further  attest,  certify and affirm  that [Name of Company]  has not
paid any of the Benefits claimed herein under said plans.

         I am [or The  Participant  was] years of age, having been born on [Date
of  Birth].  I have  been/was  [or the  Participant  was]  employed  by [Name of
Company]  from [Date] to [Date],  The [Name of  Company]  records  detailing  my
[his/her]  compensation and the terms and conditions of employment,  if any, are
attached hereto and made a part hereof.

Dated:
      -------------------------------------
                                    [Name of Participant]

-------------------------------------------

-------------------------------------------
                                    [Address & Telephone No.]







                                       41


<PAGE>


                                                                     EXHIBIT E

                            AUTHORIZATION TO TRUSTEE
                            ------------------------

                             TO COMMENCE LITIGATION
                             ----------------------

I, ------------------------------------------------------------------------ , a
Participant in the GPU Companies Master  Directors'  Benefits  Protection Trust
(the "Trust"),  adopted September 1, 1995 and most recently amended as of [June]
1, 1999, pursuant to Section 5.3(b) thereof,  hereby request and authorize [Name
of Bank], as Trustee  thereunder,  to institute and prosecute legal  proceedings
(the "Litigation"),  on my behalf, against [Name of GPU Company] to recover upon
my claim  against  said  company for unpaid  benefits  under [Name of Plan under
which claim is asserted].

         It is  understood  that,  pursuant  to  Section  5.3(e)  of  the  Trust
Agreement, I may revoke this authorization to prosecute or continue to prosecute
such  Litigation,  at any time, upon written  notification to the Trustee in the
appropriate form.

Dated:--------------------------------------
                  [Name of Participant]

--------------------------------------------

--------------------------------------------

--------------------------------------------
                  [Address & Telephone No.]



                                       42


<PAGE>


                                                                     EXHIBIT F

                        REVOCATION OF TRUSTEE'S AUTHORITY
                        ---------------------------------

                             TO MAINTAIN LITIGATION
                             ----------------------

         I, , a Participant  in the GPU  Companies  Master  Directors'  Benefits
Protection  Trust (the  "Trust"),  adopted  September 1, 1995 and most  recently
amended as of [June] 1, 1999, pursuant to Section 5.3(e) thereof,  hereby revoke
the  authorization  previously  granted  by me to [Name  of  Bank],  as  Trustee
thereunder, to institute and prosecute legal proceedings (the "Litigation"),  on
my behalf, against [Name of GPU Company] for unpaid Benefits under [Name of Plan
under which claim is asserted].

         I hereby notify the Trustee that I have appointed and retained
[Name Attorney                 ] of [Address ] to represent me and my  interests
 ------------------------------
in such  Litigation.  I understand  that the fees and expenses of my attorney in
connection with the Litigation or otherwise shall be my sole  responsibility and
that neither me nor my attorney will be entitled to direct  payment for any such
fees or expenses out of the Trust Fund or any portion thereof.


Dated:----------------------------------------
                  [Name of Participant]

----------------------------------------------

----------------------------------------------

----------------------------------------------
                  [Address & Telephone No.]















                                       43


<PAGE>


                                                                     EXHIBIT G

                             Trustee's Fee Schedule

                             [Material To Be Added]
















                                       44