<PAGE>   1
                                                                   Exhibit 10.18






                                    MILACRON


                           COMPENSATION DEFERRAL PLAN


                                 TRUST AGREEMENT


                                 By and Between


                                  Milacron Inc.


                                       And


                             Reliance Trust Company
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>           <C>                                                         <C>
PREAMBLE      ......................................................           1


ARTICLE I     Effective Date; Duration .............................           3


   1.01       Effective Date and Trust Year ........................           3

   1.02       Duration .............................................           4

   1.03       Irrevocability .......................................           6

   1.04       Change of Control ....................................           6


ARTICLE II    Trust Fund and Funding Policy ........................           8


   2.01       Contributions ........................................           8

   2.02       Investments and Valuation ............................          10

   2.03       Subtrusts ............................................          16

   2.04       Recapture of Excess Assets ...........................          17

   2.05       Substitution of Other Property .......................          19

   2.06       Administrative Powers of Trustee .....................          20


ARTICLE III   Administration .......................................          25


   3.01       Committee; Company Representatives ...................          25

   3.02       Payment of Benefits ..................................          25

   3.03       Disputed Claims ......................................          27

   3.04       Records ..............................................          28

   3.05       Accountings ..........................................          29

   3.06       Expenses and Fees ....................................          29


ARTICLE IV    Liability ............................................          30


   4.01       Indemnity ............................................          30

   4.02       Bonding ..............................................          30


ARTICLE V     Insolvency ...........................................          30


   5.01       Determination of Insolvency ..........................          30

   5.02       Insolvency Administration ............................          31

   5.03       Termination of Insolvency Administration .............          32

   5.04       Creditors' Claims During Solvency ....................          32
</TABLE>
<PAGE>   3
<TABLE>
<S>             <C>                                                         <C>

ARTICLE VI      Successor Trustees ...............................            33


   6.01         Resignation and Removal ..........................            33

   6.02         Appointment of Successor .........................            34

   6.03         Accountings; Continuity ..........................            34


ARTICLE VII     General Provisions ...............................            35


   7.01         Interests Not Assignable .........................            35

   7.02         Amendment ........................................            35

   7.03         Applicable Law ...................................            36

   7.04         Agreement Binding on All Parties .................            36

   7.05         Notices and Directions ...........................            36

   7.06         No Implied Duties ................................            37

   7.07         Gender, Singular and Plural ......................            37


ARTICLE VIII    Insurer ..........................................            37


   8.01         Insurer Not a Party ..............................            37

   8.02         Authority of Trustee .............................            37

   8.03         Contract Ownership ...............................            37

   8.04         Limitation of Liability ..........................            38

   8.05         Change of Trustee ................................            38


SIGNATURES      ..................................................            38
</TABLE>




                          TRUST AGREEMENT FOR MILACRON

                           COMPENSATION DEFERRAL PLAN



         The Trust Agreement originally made and entered into by Milacron Inc.
(formerly known as Cincinnati Milacron Inc.), a Delaware corporation (the
"Company"), and known as the Cincinnati Milacron Inc. Grantor Trust is hereby
revised and restated in its entirety effective December 17, 1999, to be known as
the Milacron Compensation Deferral Plan Trust Agreement, with Reliance Trust
Company as trustee (the "Trustee").



                                      -ii-
<PAGE>   4
         The Company hereby establishes with the Trustee a trust to hold all
monies and other property, together with the income thereon, as shall be paid or
transferred to it hereunder in accordance with the terms and conditions of this
Trust Agreement. The Trustee hereby accepts the trust established under this
Trust Agreement and agrees to hold, IN TRUST, all monies and other property
transferred to it hereunder for the uses and purposes and upon the terms and
conditions set forth herein, and the Trustee further agrees to discharge and
perform fully and faithfully all of the duties and obligations imposed upon it
under this Trust Agreement.







                                      -3-
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                                    PREAMBLE

         The Company has adopted the following plan (the "Plan") which shall be
subject to this trust:

                       Milacron Compensation Deferral Plan

If more than one Plan is subject to this trust at any time, references in this
Trust Agreement to the Plan shall refer to such Plans.

         The Plan is administered by the Personnel and Compensation Committee of
the Board of Directors of the Company (the "Committee"), or its delegate.

         The Plan participants who are covered by this Trust Agreement
("Participants") shall be all persons who are Plan participants. After a person
becomes a Participant covered by this Trust Agreement, such person will continue
to be a Participant at all times thereafter (including after retirement or other
termination of service) until all Plan benefits payable to such Participant have
been paid, the Participant ceases to be entitled to any Plan benefits, or the
Participant's death, whichever occurs first. The term "Participants" shall not
include any beneficiaries of Participants.

         The Company may prior to a Change of Control by written notice to the
Trustee, cause additional plans to become subject to this Trust Agreement (any
reference to the Plan herein also constitutes a reference to any such additional
plans) or cause additional Plan participants to become Participants covered by
this





                                      -4-
<PAGE>   6
Trust Agreement. The Company shall provide the Trustee with copies of the
following items: (i) the Plan documents; (ii) all Plan amendments promptly upon
their adoption; and (iii) lists and specimen signatures of the members of the
Committee and any other Company representatives authorized to take action in
regard to the administration of the Plan and this trust, including any changes
in the members of such Committee and of such other representatives promptly
following any such change. The Company shall also provide the Trustee at least
annually with a list of all Participants in each Plan who are covered by this
Trust Agreement.

         The purpose of this trust is to give Participants greater security by
placing assets in trust for use only to pay Plan benefits to Participants or if
the Company becomes insolvent, to pay creditors. The Company shall continue to
be liable to Participants to make all payments required under the terms of the
Plan to the extent such payments are not made from this trust. Distributions
made from this trust to Participants or their beneficiaries shall, to the extent
of such distributions, satisfy the Company's obligations to pay benefits to
Participants and their beneficiaries under the Plan.

         The Company and the Trustee agree that the trust hereby created has
been established to pay obligations of the Company pursuant to the Plan and is
subject to the rights of general creditors of the Company, and accordingly is a
grantor trust under the provisions of Sections 671 through 677 of the Internal
Revenue






                                      -5-
<PAGE>   7
Code of 1986, as amended (the "Code"). The Company hereby agrees to report all
items of income, deductions and credits of the trust on its own income tax
returns; and the Company shall have no right to any distributions from the trust
or any claim against the trust for funds necessary to pay any income taxes which
the Company is required to pay on account of reporting the income of the trust
on its income tax returns. No contribution to or income of the trust is intended
to be taxable to Participants until benefits are distributed to them.

         The Plan is intended to be "unfunded" and maintained "primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees" for purposes of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and as such is intended not to be
covered by Parts 2 through 4 of Subtitle B of Title I of ERISA (relating to
participation and vesting, funding and fiduciary responsibility). The existence
of this trust is not intended to alter this characterization of the Plan.


                                    ARTICLE I

                            Effective Date: Duration

         1.01 Effective Date and Trust Year

                  This trust was originally effective July 18, 1995 and
subsequently revised and restated effective December 17, 1999. For tax purposes,
the trust year shall be the calendar year. For financial reporting purposes the
trust year







                                      -6-
<PAGE>   8
shall coincide with the Company's fiscal year. The Company shall report any
change in its fiscal year to the Trustee.

         1.02 Duration

                  1.02-1 This trust shall continue in effect until all assets of
the trust fund are exhausted through distribution of benefits to Participants
and their beneficiaries, payment to creditors in the event of insolvency,
payment of fees and expenses of the Trustee, and return of remaining funds to
the Company pursuant to 1.02-2. Notwithstanding the foregoing, this trust shall
terminate on the day before twenty-one years after the death of the last
survivor of all present or future Participants who are now living and those
persons now living who are designated as beneficiaries of any such Participants
in accordance with the terms of the Plan.

                  1.02-2 Except as otherwise provided in 1.02 and 1.03, the
trust shall be irrevocable until all benefits payable under the Plan to
Participants who are covered by this Trust Agreement are paid. The Trustee shall
then return to the Company any assets remaining in the trust.

                  1.02-3 If the existence of this trust or any Subtrust is
determined to be ERISA Funding or Tax Funding by the Committee, this trust or
such Subtrust shall terminate. The Board of Directors of the Company (the
"Board") may also terminate this trust or any Subtrust if it determines, based
on an opinion of legal counsel which is satisfactory to the Trustee, that either
(i) judicial authority or the opinion of the U.S. Department of Labor, Treasury







                                      -7-
<PAGE>   9
Department or Internal Revenue Service (as expressed in proposed or final
regulations, advisory opinions or rulings, or similar administrative
announcements) creates a significant risk that the trust or any Subtrust will be
held to be ERISA Funding or Tax Funding or (ii) ERISA or the Code requires the
trust or any Subtrust to be amended in a way that creates a significant risk
that the trust or such Subtrust will be held to be ERISA Funding or Tax Funding,
and failure to so amend the trust or such Subtrust could subject the Company to
material penalties. Upon any such termination, (i) the assets each terminated
Subtrust shall be allocated and distributed to the Participants in proportion to
the vested accrued benefits of Participants under the Plan and (ii) then, if any
assets remain, the unvested (if any) accrued benefits of Participants under the
applicable Plan shall be distributed to such Participants in lump sums. Any
assets remaining shall be distributed to other Subtrusts or the Company in
accordance with 2.04.

                  Notwithstanding the foregoing, the Trustee shall distribute
Plan benefits to a Participant to the extent that a federal court has held that
the interest of the Participant in this trust causes such Plan benefits to be
includable for federal income tax purposes in the gross income of the
Participant prior to actual payment of such Plan benefits to the Participant and
appeals from that holding are no longer timely or have been exhausted. The
Trustee may also distribute Plan benefits to a Participant, upon direction of
the Committee, based






                                      -8-
<PAGE>   10
on an opinion of legal counsel which is satisfactory to the Trustee, that there
is a significant risk that the Participant's interest in the trust fund will be
held to be ERISA Funding or Tax Funding with respect to such Participant or that
such Participant will be determined not to be a "management or highly
compensated employee" for purposes of ERISA. The provisions of this paragraph
shall also apply to any beneficiary of a Participant.

                  1.02-4 This trust is "Tax Funding" if it causes the interest
of a Participant in this trust to be includable for federal income tax purposes
in the gross income of the Participant prior to actual payment of Plan benefits
to the Participant.

                                    This trust is "ERISA Funding" if it prevents
the Plan from meeting the "unfunded" criterion of the exceptions to application
of the provisions of Parts 2 through 4 of Subtitle B of Title I of ERISA for
plans that are unfunded and maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees.

                  1.02-5 "Written Consent of Participants" means, for the
purposes of this Trust Agreement, consent in writing by Participants who (i) are
a majority in number and (ii) have more than fifty percent (50%) in value of the
accrued benefits, of the Participants in each Subtrust under this Trust
Agreement on the date of such consent.






                                      -9-
<PAGE>   11
         1.03     Irrevocability

                  1.03-1 This trust shall be irrevocable, subject to 1.02.

         1.04     Change of Control

                  1.04-1 A "Change of Control" shall be deemed to have occurred
if and when (a) any person (as such term is defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act")), corporation
or other entity, which theretofore beneficially owned securities representing
less than twenty percent of the voting power of the Company in the election
directors, acquires, in a transaction or series of transactions, outstanding
securities of the Company when, added to the voting power previously held,
entitles such person to exercise more than twenty percent of the total voting
power of the Company in the election of directors (the formation of a syndicate
or group of existing shareholders not being deemed to constitute such an
acquisition); (b) the Board of Directors (or, if approval of the Board of
Directors is not required as a matter of law, the stockholders of the Company)
shall approve (1) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
shares of Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of Common
Stock immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger, or (2)
any sale, lease, exchange, or other transfer (in







                                      -10-
<PAGE>   12
one transaction or a series of related transactions) of all, or substantially
all, of the assets of the Company, or (3) the adoption of any plan or proposal
for the liquidation or dissolution of the Company; or (c) any person (as such
term is defined in Section 13(d) of the Exchange Act), corporation or other
entity other than the Company shall make a tender or exchange offer to acquire
any Common Stock or securities convertible into Common Stock for cash,
securities or any other consideration if, after giving effect to the acquisition
of all Common Stock or securities sought pursuant to such offer, such person,
corporation or other entity would become the "beneficial owner" (as such term is
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of thirty
percent or more of the outstanding Common Stock (calculated as provided in
paragraph (d) of such Rule 13d-3 in the case of rights to acquire Common Stock);
provided, that at least 10% of such Common Stock or securities sought pursuant
to such offer is acquired.

                  1.04-2 Upon the occurrence of a Change of Control, the trust
assets shall be held for Participants who had a benefit (vested and nonvested)
under the Plan before the Change of Control occurred, including benefits earned
for such Participants after the Change of Control.

                  1.04-3 For purposes of this Trust Agreement, a Change of
Control shall be deemed to have occurred when the Trustee makes a determination
to that effect on its own initiative or upon receipt by the Trustee of





                                      -11-
<PAGE>   13
written notice to that effect from the Committee. The Committee or the Board
shall furnish written notice to the Trustee when a Change of Control occurs.


                                   ARTICLE 11

                          Trust Fund and Funding Policy

         2.01     Contributions

                  2.01-1 The Company shall contribute to the trust such amounts
as are required to purchase or hold insurance contracts in the trust and to pay
premiums and loan interest payments thereon, all as described in 2.02-1. The
Company may also contribute to the trust such amounts as are necessary to enable
the Trustee to make all Plan benefit payments to Participants when due, unless
the Company makes such payments directly whenever the Trustee advises the
Company that the assets of the trust or Subtrust, other than insurance contracts
or amounts needed to pay future premiums or loan interest payments on insurance
contracts, are insufficient to make such payments. In its discretion, the
Company may contribute to the trust such additional amounts or assets as the
Committee may reasonably decide are necessary to provide security for all Plan
benefits payable to Participants covered by this trust.

                  2.01-2 Whenever the Company makes a contribution to the trust,
the Company shall designate the Plans(s) and Subtrust(s) to which such
contribution (or designated portions thereof) shall be allocated. The Company







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<PAGE>   14
may also make contributions to a special reserve for payment of future fees and
expenses of the Trustee and future trust fees and expenses for legal and
administrative proceedings. The Company shall designate a separate Subtrust to
receive such contributions, which shall be distinct from the Subtrust(s)
established for the Plans(s).

                  2.01-3 The Company shall, immediately upon the occurrence of a
Change of Control, contribute to the trust the sum of the following:

                           (a) The current value of all accounts under the Plan.

                           (b) A reasonable estimate of the Trustee and
administrative fees and expenses due over the next 24 months of the Trust.

                  2.01-4 The amounts or calculations required under 2.01-3 shall
be based on the terms of the Plan.

                  2.01-5 Whenever the Company makes a contribution to the trust
pursuant to 2.01-2, it shall furnish the Trustee with a written statement
setting forth the computation of all required amounts contributed under
subparagraphs (a) and (b) of 2.01-3.

                           Whenever a Change of Control occurs or the Company
makes a contribution pursuant to 2.01-3, the Company or the Committee shall
deliver to the Trustee, contemporaneously with or immediately prior to such
event, a schedule (the "Payment Schedule") indicating the amounts payable under
the Plan in respect of each Participant, or providing a formula or instructions
acceptable






                                      -13-
<PAGE>   15
to the Trustee for determining the amounts so payable, the form in which such
amounts are to be paid (as provided for or available under the Plan) and the
time of commencement for payment of such amounts. The Payment Schedule shall
include any other necessary instructions with respect to Plan benefits
(including legal expenses) payable under the Plan and any conditions with
respect to any Participant's entitlement to, and the Company's obligation to
provide, such benefits, and such instructions may be revised from time to time
to the extent so provided under the Plan or this Trust Agreement.

                           A modified Payment Schedule shall be delivered by the
Company or the Committee to the Trustee at each time that (i) additional amounts
are required to be paid by the Company to the Trustee pursuant to 2.01-2, (ii)
Excess Assets are returned to the Company, and (iii) upon the occurrence of any
event requiring a modification of the Payment Schedule. The Company shall also
furnish a Payment Schedule or modified Payment Schedule for any or all Plan(s)
upon request by the Trustee at any other time. Whenever the Company or the
Committee is required to deliver to the Trustee a Payment Schedule or a modified
Payment Schedule, the Company shall also deliver at the same time to each
Participant the respective portion of the Payment Schedule or modified Payment
Schedule that sets forth the amount payable to that Participant.

                  2.01-6 The Trustee shall accept the contributions made by the
Company and hold them as a trust fund for the payment of benefits under the







                                      -14-
<PAGE>   16
Plan. The Trustee shall not be responsible for determining the required amount
of contributions or for collecting any contribution not voluntarily paid, nor
shall the Trustee be responsible for the adequacy of the trust fund to meet and
discharge all liabilities under the Plan. Contributions may be in cash or in
other assets specified in 2.02.

         2.02 Investments and Valuation

         2.02-1 The trust fund may be invested in insurance contracts
("Contracts") as directed by the Committee. Such Contracts may be purchased by
the Company and transferred to the Trustee as in-kind contributions or may be
purchased by the Trustee with the proceeds of cash contributions (or may be
purchased upon direction by the Committee pursuant to 2.02-2 or an Investment
Manager pursuant to 2.02-4). The Company's contributions to the trust shall
include sufficient cash to make projected premium payments on such Contracts and
payments of interest due on loans secured by the cash value of such Contracts,
unless the Company makes these payments directly. Prior to a Change in Control,
the Trustee shall have the power to exercise all rights, privileges, options and
elections granted by or permitted under any Contract or under the rules of the
insurance company issuing the Contract ("Insurer") as directed by the Committee,
including the right to obtain policy loans against the cash value of the
Contract. After a Change of Control, except as provided in the following
sentence, the Trustee shall exercise all incidents of ownership under any
Contract in its sole






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<PAGE>   17
discretion. The Committee may from time to time direct the Trustee in writing as
to the designation of the beneficiary of a Participant under a Contract for any
part of the death benefits payable to such beneficiary thereunder, and the
Trustee shall file such designation with the Insurer.

                  Notwithstanding anything contained herein to the contrary,
neither the Company nor the Trustee shall be liable for the refusal of any
Insurer to issue or change any Contract or Contracts or to take any other action
requested by the Trustee; nor for the form, genuineness, validity, sufficiency
or effect of any Contract or Contracts held in the trust; nor for the act of any
person (other than itself) or persons that may render any such Contract or
Contracts null and void; nor for failure of any Insurer to pay the proceeds of
any such Contract or Contracts as and when the same shall become due and
payable; nor for any delay in payment resulting from any provision contained in
any such Contract or Contracts; nor for the fact that for any reason whatsoever
(other than its own negligence or willful misconduct) any Contracts shall lapse
or otherwise become uncollectable.

                  2.02-2 Prior to a Change of Control, the Trustee shall invest
the trust fund only in accordance with written directions of the Committee,
including directions for exercising rights, privileges, options and elections
pertaining to Contracts and for borrowing from Contracts or other borrowing by
the Trustee. The Trustee shall act only as an administrative agent in carrying
out directed








                                      -16-
<PAGE>   18
investment transactions and shall not be responsible for the investment
decision. If a directed investment transaction violates any duty to diversify,
to maintain liquidity or to meet any other investment standard under this trust
or applicable law, the entire responsibility shall rest upon the Company. The
Trustee shall be fully protected in acting upon or complying with any investment
objectives, guidelines, restrictions or directions provided in accordance with
this paragraph,

                  The Committee may not direct the Trustee to make any
investments, and the Company may not make any contributions to the trust fund,
which are not permissible investments under 2.02-1 and 2.02-3.

                  After a Change of Control, the Committee shall no longer be
entitled to direct the Trustee with respect to the investment of the trust fund,
and any appointment of an Investment Manager pursuant to 2.02-4 shall terminate,
unless the Written Consent of Participants is obtained for the Committee to
continue to have the right to direct the Trustee pursuant to 2.02-2 or to
continue to appoint an Investment Manager pursuant to 2.02-4. If such Written
Consent of Participants is not obtained, the trust fund shall be invested by the
Trustee pursuant to 2.02-3. The Trustee shall have the right to invest the Trust
Fund primarily in insurance contracts pursuant to 2.02- 1.

                  Notwithstanding the foregoing, after a Change of Control no
new investments shall be made at any time in any securities, instruments,
accounts or real property of the Company, and the Trustee may not loan trust






                                      -17-
<PAGE>   19
fund assets to the Company, or permit the Company to pledge trust fund assets as
collateral for loans to the Company without the Written Consent of all of the
Participants.

                  2.02-3 The Trustee shall invest and reinvest the assets of the
trust fund as the Trustee, in its sole discretion, may deem appropriate, in
accordance with applicable law.

                           Permissible investments shall be limited to the
following:

                           (a) Insurance or annuity contracts;

                           (b) Preferred or common stocks, bonds, notes,
debentures, commercial paper, certificates of deposit, money market funds,
obligations of governmental bodies, or other securities;

                           (c) Interest-bearing savings or deposit accounts with
any federally-insured bank or savings and loan association (including the
Trustee or an affiliate of the Trustee);

                           (d) Shares or certificates of participation issued by
investment companies, investment trusts, mutual funds, or common or pooled
investment funds (including any common or pooled investment fund now or
hereafter maintained by the Trustee or an affiliate of the Trustee); or

                           (e) Real property, mortgages, deeds of trust, or
notes secured by mortgages or deeds of trust.






                                      -18-
<PAGE>   20
                  2.02-4 Prior to a Change of Control, the Committee may appoint
one or more investment managers ("Investment Manager") subject to the following
provisions:

                           (a) The Committee may appoint one or more Investment
Managers to manage (including the power to acquire and dispose of) a specified
portion of the assets of the trust (hereinafter referred to as that Investment
Manager's "Segregated Fund"). Any Investment Manager so appointed must be either
(A) an investment adviser registered as such under the Investment Advisers Act
of 1940, (B) a bank, as defined in that Act, or (C) an insurance company
qualified to perform services in the management, acquisition or disposition of
the assets of trusts under the laws of more than one state; and any Investment
Manager so appointed must acknowledge in writing to the Company and to the
Trustee that it is a fiduciary with respect to the Plan. The Trustee, until
notified in writing to the contrary, shall be fully protected in relying upon
any written notice of the appointment of an Investment Manager furnished to it
by the Company. In the event of any vacancy in the office of Investment Manager,
the Management of the trust shall automatically revert to the Committee pursuant
to 2.02-2 unless and until another Investment Manager shall have been duly
appointed.

                           (b) Each Investment Manager appointed pursuant to
subparagraph (a) above shall have exclusive authority and discretion to manage








                                      -19-
<PAGE>   21
and control the assets of its Segregated Fund and may invest and reinvest the
assets of the Segregated Fund in any investments in which the Trustee is
authorized to invest under 2.02-3, subject to the terms and limitations of any
written instruments pertaining to its appointment as Investment Manager. Copies
of any such written instruments shall be furnished to the Trustee. Each
Investment Manager shall have the power to vote any corporate stock either in
person or by proxy, with or without power of substitution. In addition, each
Investment Manager from time to time and at any time may delegate to the Trustee
(or in the event of any vacancy in the office of Investment Manager, the
Trustee, upon seven days prior written notice of the vacancy in the office of
Investment Manager, may, until an Investment Manager thereof shall have been
duly appointed, exercise in respect of that Investment Manager's Segregated
Fund) discretionary authority to invest and reinvest otherwise uninvested cash
held in its Segregated Fund temporarily in bonds, notes or other evidences of
indebtedness issued or fully guaranteed by the United States of America or any
agency or instrumentality thereof, or in other obligations of a short-term
nature, including prime commercial obligations or part interests therein.

                           (c) Unless the Trustee knowingly participates in, or
knowingly undertakes to conceal, an act or omission of an Investment Manager,
knowing such act or omission to be a breach of the fiduciary responsibility of
the Investment Manager with respect to the Plan, the Trustee shall not be liable
for







                                      -20-
<PAGE>   22
any act or omission of any Investment Manager and shall not be under any
obligation to invest or otherwise manage the assets of the Plan that are subject
to the management of any Investment Manager. Without limiting the generality of
the foregoing, the Trustee shall not be liable by reason of its taking or
refraining from taking at the direction of an Investment Manager any action in
respect of that Investment Manager's Segregated Fund. The Trustee shall be under
no duty to question or to make inquiries as to any direction or order or failure
to give direction or order by any Investment Manager; and the Trustee shall be
under no duty to make any review of investments acquired for the trust at the
direction or order of any Investment Manager and shall be under no duty at any
time to make any recommendation with respect to disposing of or continuing to
retain any such investment.

                  2.02-5 The values of all assets in the trust fund shall be
reasonably determined by the Trustee and may be based on the determination of
qualified independent parties or Experts (as described in 2.062). At any time
before or after a Change of Control, the Trustee shall have the right to secure
confirmation of value by a qualified independent party or Expert for all
property of the trust fund, as well as any property to be substituted for other
property of the trust fund pursuant to 2.05. Before a Change of Control the
Committee may designate one or more independent parties, who are acceptable to
the Trustee, to






                                      -21-
<PAGE>   23
determine the fair market value of any notes, securities, real property or other
assets.

                           Any insurance or annuity contracts held in the trust
fund shall be valued at their cash surrender value, except for purposes of
substituting other property for such Contracts pursuant to 2.05-2. All
securities shall be valued net of costs to sell, or register for sale, such
securities. All real property shall be valued net of costs to sell such real
property. All other assets of the trust fund shall be valued at their fair
market value. The Company shall pay all costs incurred in valuing the assets of
the trust fund including any assets to be substituted for other assets of the
trust fund pursuant to 2.05. If not so paid, these costs shall be paid from the
trust fund. The Company shall reimburse the trust fund within 30 days after
receipt of a bill from the Trustee for any such costs paid out of the trust
fund.

         2.03     Subtrusts

                  2.03-1 The Trustee shall establish a separate subtrust
("Subtrust") for each Plan to which it shall credit contributions it receives
which are earmarked for that Plan and Subtrust. The Trustee shall also establish
a separate Subtrust to which it shall credit contributions it receives which are
earmarked to the special reserve for payment of future fees and expenses of the
Trustee and future trust fees and expenses for legal and administrative
proceedings. Each Subtrust shall reflect an undivided interest in assets of the







                                      -22-
<PAGE>   24
trust fund and shall not require any segregation of particular assets, except
that an insurance contract covering benefits of a particular Plan shall be held
in the Subtrust for the Plan. All contributions shall be designated by the
Company for a particular Subtrust. However, any contribution received by the
Trustee which is not earmarked for a particular Subtrust shall be allocated
among the Subtrusts as the Trustee may determine in its sole discretion.

                           The Committee may direct the Trustee, or the Trustee
may determine on its own initiative, to maintain a separate sub-account within
each Subtrust for a Plan for each Participant who is covered by the Subtrust.
Each sub-account in a Subtrust shall reflect an individual interest in assets of
the Subtrust and, as much as possible, shall operate in the same manner as if it
were a separate Subtrust.

                  2.03-2 The Trustee shall allocate investment earnings and
losses and expenses of the trust fund among the Subtrusts in proportion to their
balances, except that changes in the value of an insurance contract (including
premiums and interest on loans on an insurance contract) shall be allocated to
the Subtrust for which it is held. Payments to creditors during Insolvency
Administration under 5.02 shall be charged against the Subtrusts in proportion
to their balances, except that payment of Plan benefits to a Participant as a
general creditor shall be charged against the Subtrust for that Plan.





                                      -23-
<PAGE>   25
                  2.03-3 Assets allocated to a Subtrust for one Plan may not be
utilized to provide benefits under any other Plans until all benefits under such
Plan have been paid in full, except that Excess Assets of a Subtrust may be
transferred to other Subtrusts pursuant to 2.04-5.

         2.04     Recapture of Excess Assets

                  2.04-1 In the event the trust shall hold Excess Assets, the
Committee, at its option, may direct the Trustee to return part or all of such
Excess Assets to the Company.

                  2.04-2 "Excess Assets" are assets of the trust exceeding one
hundred twenty-five percent (125%) of the amounts described in subparagraphs (a)
and (b) of 2.01-3.

                  2.04-3 The calculation required by 2.04-2 shall be based on
the terms of the Plan. Before a Change of Control, the calculation shall be made
by the Company, the Committee or a qualified actuary or consultant selected by
the Committee. After a Change of Control, the calculation shall be made by a
qualified actuary or consultant selected by the Trustee, provided the Committee
may select a qualified actuary or consultant with the Written Consent of
Participants.

                  2.04-4 Excess Assets shall be returned to the Company in any
order of priority directed by the Committee,





                                      -24-
<PAGE>   26
                  2.04-5 If any Subtrust holds Excess Assets, the Committee may
direct the Trustee to transfer such Excess Assets to other Subtrusts, either
ratably in proportion to the unfunded liabilities to Participants for Plan
benefits of all other Subtrusts or first to the Subtrust(s) with the largest
percentage of such unfunded liabilities. After a Change of Control, the Trustee
may also transfer Excess Assets of a Subtrust to other Subtrusts upon its own
initiative in such amounts as it may determine in its sole discretion.

                           Excess Assets of a Subtrust for a Plan shall be
determined in the same manner as Excess Assets of the trust are determined
pursuant to 2.04-2 and 2.04-3. In making this determination, each Subtrust for a
Plan shall bear its allocable share of the amounts described in subparagraphs
(a) and (b) of 2.01-3 which relate to that Plan. The Trustee, in its sole
discretion, shall determine whether there are Excess Assets in the separate
Subtrust which constitutes the reserve for payment of future fees and expenses
of the Trustee and future trust fees and expenses for legal and administrative
proceedings. Excess Assets for this Subtrust shall be any amounts which the
Trustee reasonably determines will not be needed in the future for payment of
such fees and expenses.

         2.05     Substitution of Other Property

                  2.05-1 The Company shall have the power to re-acquire part or
all of the assets or collateral held in the trust fund at any time, by







                                      -25-
<PAGE>   27
simultaneously substituting for it other readily marketable property of
equivalent value, net of any costs of disposition; provided that, if the trust
holds Excess Assets, the property which is substituted shall not be required to
be of equivalent value, but only of sufficient value so that the trust will
retain Excess Assets of not less than $10,000 after such substitution. The
property which is substituted must be among the types of investments authorized
under 2.02 and may not be less liquid or marketable or less well secured than
the property for which it is substituted, as determined by the Committee. Such
power is exercisable in a nonfiduciary capacity and may be exercised without the
approval or consent of Participants or any other person.

                  2.05-2 Except for insurance contracts, the value of any assets
re-acquired under 2.05-1 shall be determined as provided in 2.02-5. The value of
any insurance contract re-acquired under 2.05-1 shall be the present value of
future projected cash flow or benefits payable under the Contract, but not less
than the cash surrender value. The projection shall include death benefits based
on reasonable mortality assumptions, including known facts specifically relating
to the health of the insured and the terms of the Contract to be re-acquired.
Values shall be reasonably determined by the Trustee and may be based on the
determination of qualified independent parties and Experts, as described in
2.02-5 and 2.06-2. The Trustee shall have the right to secure






                                      -26-
<PAGE>   28
confirmation of value by a qualified independent party or Expert for all
property to be substituted for other property.

                  2.05-3 The Company shall pay all costs incurred in valuing the
assets of the trust fund, including any assets to be substituted for other
assets of the trust fund pursuant to 2.05. If not so paid, these costs shall be
paid from the trust fund. The Company shall reimburse the trust fund within 30
days after receipt of a bill from the Trustee for any such costs paid out of the
trust fund.

                  2.05-4 Following a Change of Control the Trustee shall be the
Investment Manager. While the Trustee is the Investment Manager, any
requirements in the Plan or Trust that the Investment Manager or the Trustee
provide the other with prior written notice or other communication shall not
apply.

         2.06     Administrative Powers of Trustee

                  2.06-1 Subject in all respects to applicable provisions of
this Trust Agreement and the Plan, including limitations on investment of the
trust fund, the Trustee shall have the rights, powers and privileges of an
absolute owner when dealing with property of the trust, including (without
limiting the generality of the foregoing) the powers listed below:






                                      -27-
<PAGE>   29
                           (a) To sell, convey, transfer, exchange, partition,
lease, and otherwise dispose of any of the assets of the trust at any time held
by the Trustee under this Trust Agreement;

                           (b) To exercise any option, conversion privilege or
subscription right given the Trustee as the owner of any security held in the
trust; to consent to or oppose any reorganization, consolidation, merger,
readjustment of financial structure, sale, lease or other disposition of the
assets of any corporation or other organization, the securities of which may be
an asset of the trust; and to take any action in connection therewith and
receive and retain any securities resulting therefrom;

                           (c) To deposit any security with any protective or
reorganization committee, and to delegate to such committee such power and
authority with respect thereto as the Trustee may deem proper, and to agree to
pay out of the trust such portion of the expenses and compensation of such
committee as the Trustee, in its discretion, shall deem appropriate;

                           (d) To cause any property of the trust to be issued,
held or registered in the name of the Trustee as trustee, or in the name of one
or more of its nominees, or one or more nominees of any system for the central
handling of securities, or in such form that title will pass by delivery,
provided that the records of the Trustee shall in all events indicate the true
ownership of







                                      -28-
<PAGE>   30
such property, or to deposit any securities held in the trust with a securities
depository;

                           (e) To renew or extend the time of payment of any
obligation due or to become due;

                           (f) To commence or defend lawsuits or legal or
administrative proceedings; to compromise, arbitrate or settle claims, debts or
damages in favor of or against the trust; to deliver or accept, in either total
or partial satisfaction of any indebtedness or other obligation, any property;
to continue to hold for such period of time as the Trustee may deem appropriate
any property so received; and to pay all costs and reasonable attorneys' fees in
connection therewith out of the assets of the trust;

                           (g) To foreclose any obligation by judicial
proceeding or otherwise;

                           (h) Subject to 2.02, to borrow money from any person
in such amounts, upon such terms and for such purposes as the Trustee, in its
discretion, may deem appropriate; and in connection therewith, to execute
promissory notes, mortgages or other obligations and to pledge or mortgage any
trust assets as security; and to lend money on a secured or unsecured basis to
any person other than a party in interest;

                           (i) To manage any real property in the trust in the
same manner as if the Trustee were the absolute owner thereof, including the
power






                                      -29-
<PAGE>   31
to lease the same for such term or terms within or beyond the existence of the
trust and upon such conditions as the Trustee may deem proper; and to grant
options to purchase or acquire options to purchase any real property;

                           (j) To appoint one or more persons or entities as
ancillary trustee for the purpose of investing in and holding title to real or
personal property or any interest therein located outside the State of Ohio;
provided that any such ancillary trustee shall act with such power, authority,
discretion, duties, and functions of the Trustee as shall be specified in the
instrument establishing such ancillary trust, including (without limitation) the
power to receive, hold and manage property, real or personal, or undivided
interests therein; and the Trustee may pay the reasonable expenses and
compensation of such ancillary trustees out of the trust;

                           (k) To hold such part of the assets of the trust
uninvested for such limited periods of time as may be necessary for purposes of
orderly trust administration or pending required directions, without liability
for payment of interest;

                           (l) To determine how all receipts and disbursements
shall be credited, charged or apportioned as between income and principal, and
the decision of the Trustee shall be final and not subject to question by any
Participant or beneficiary of the trust;




                                      -30-
<PAGE>   32
                           (m) Generally to do all acts, whether or not
expressly authorized, which the Trustee may deem necessary or desirable for the
orderly administration or protection of the trust fund.

                  2.06-2 The Trustee may engage one or more qualified
independent attorneys, accountants, actuaries, appraisers, consultants or other
experts (an "Expert") with respect to its determination under the Trust,
including the determination of Excess Assets pursuant to 2.04 or disputed claims
pursuant to 3.03. The Trustee shall have no duty to oversee or independently
evaluate the determination of the Expert. The Trustee shall be authorized to pay
the fees and expenses of any Expert out of the assets of the trust fund.

                  2.06-3 The Company shall from time to time pay taxes
(references in this Trust Agreement to the payment of taxes shall include
interest and applicable penalties) of any and all kinds whatsoever which at any
time are lawfully levied or assessed upon or become payable in respect of the
trust fund, the income or any property forming a part thereof, or any security
transaction pertaining thereto. To the extent that any taxes levied or assessed
upon the trust fund are not paid by the Company or contested by the Company
pursuant to the last sentence of this paragraph, the Trustee shall pay such
taxes out of the trust fund, and the Company shall upon demand by the Trustee
deposit into the trust fund an amount equal to the amount paid from






                                      -31-
<PAGE>   33
the trust fund to satisfy such tax liability. If requested by the Company, the
Trustee shall, at the Company's expense, contest the validity of such taxes in
any manner deemed appropriate by the Company or its counsel, but only if it has
received an indemnity bond or other security satisfactory to it to pay any
expenses of such contest. Alternatively, the Company may itself contest the
validity of any such taxes, but any such contest shall not affect the Company's
obligation to reimburse the trust fund for taxes paid from the trust fund.

                  2.06-4 Notwithstanding any provisions in the Plan or this
Trust Agreement to the contrary, the Company and Trustee may withhold any
benefits payable to a beneficiary as a result of the death of the Participant or
any other beneficiary until such time as (a) the Company or Trustee is able to
determine whether a generation-skipping transfer tax, as defined in Chapter 13
of the Code, or any substitute provision therefor, is or may become payable by
the Company or Trustee as a result of benefit payments to the beneficiary; and
(b) the Company or Trustee has determined the amount of generation-skipping
transfer tax that is or may become due, including interest thereon. If any such
tax is or may become payable, the Company or Trustee shall reduce the benefits
otherwise payable hereunder to such beneficiary by such amounts as the Company
or Trustee feels are reasonably necessary to pay any generation-skipping
transfer tax and interest thereon which is or may become due.





                                      -32-
<PAGE>   34
                           Any excess amounts so withheld from a beneficiary,
which are not used to pay generation-skipping transfer tax and interest thereon,
shall be payable to the beneficiary as soon as there is a final determination of
the applicable generation- skipping transfer tax and interest thereon. Whenever
any amounts which were withheld are paid to any beneficiary, interest shall be
payable by the Company or Trustee to such beneficiary for the period of time
between the date when such amounts would otherwise have been paid to the
beneficiary and the date when such amounts are actually paid to the beneficiary
after the aforementioned generation-skipping transfer tax determinations are
made and the amount of benefits payable to the beneficiary is finally
determined. Interest shall be payable at the same rate as provided under 5.03-2.


                                   ARTICLE III

                                 Administration

         3.01     Committee; Company Representatives

                  3.01-1 The Committee is the Plan administrator for the Plan
and has general responsibility to interpret the Plan and determine the rights of
Participants and beneficiaries.

                  3.01-2 The Trustee shall be given the names and specimen
signatures of the members of the Committee and any other Company






                                      -33-
<PAGE>   35
representatives authorized to take action in regard to the administration of the
Plan and this trust. The Trustee shall accept and rely upon the names and
signatures until notified of any change. Instructions to the Trustee shall be
signed for the Committee by the chairman or such other person as the Committee
may designate and for the Company by any officer or such other representative as
the Company may designate.

         3.02     Payment of Benefits

                  3.02-1 The Trustee shall, at the direction of the Committee,
unless there is a Change of Control in which event no direction of the Committee
is necessary, pay benefits to Participants and beneficiaries on behalf of the
Company in satisfaction of its obligations under the Plan. The Company shall
contribute to the trust such amounts as are necessary to enable the Trustee to
make all Plan benefit payments to Participants when due, and whenever the
Trustee advises the Company that the assets of the trust, other than insurance
contracts or amounts needed to pay future premiums or loan interest payments on
insurance contracts, are insufficient to make such payments. Benefit payments
from a Subtrust shall be made in full until the assets of the Subtrust are
exhausted. Payments due on the date the Subtrust is exhausted shall be covered
pro rata. The Company's obligation shall not be limited to the trust fund, and a
Participant or beneficiary shall have a claim against the Company for any
payment not made by the Trustee.






                                      -34-
<PAGE>   36
                  The Company may pay benefits directly to Participants and
beneficiaries in satisfaction of its obligations under a Plan. If the Company
fails to make any such required payments when due, after 60 days written notice
to the Company to permit the Company to make any such payments, or if directed
by the Committee, the Trustee shall pay benefits to Participants and
beneficiaries under any Plan from the assets of the Subtrust for that Plan.

         3.02-2 A Participant's entitlement to benefits under the Plan shall be
determined by the Committee. Any benefit enhancement or right with respect to
the Plan which is provided under employment or severance agreements of
Participants shall be taken into account in making the foregoing determination.
Any claim for such benefits shall be considered and reviewed under the claims
procedures established for the Plan.

         3.02-3 The Trustee shall make payments in accordance with written
directions from the Committee, except as provided in 3.03 upon a Change of
Control.

                  The Trustee shall make any required income tax withholding
prior to or coincident with making any benefit payments hereunder and shall pay
amounts withheld to taxing authorities on the Company's behalf or determine that
such amounts have been paid by the Company.


                                      -35-
<PAGE>   37
         3.02-4 The Trustee shall use the assets of the trust or any Subtrust to
make benefit payments or other payments in such order of priority as the Trustee
may determine, or as may be directed by the Committee.

    3.03 Disputed Claims

         3.03-1 After a Change in Control, a Participant covered by this Trust
whose claim has been denied by the Committee after following the claim procedure
set forth in the Plan, or who has received no response to the claim within 90
days after submission, may submit the claim to the Trustee. The Trustee shall
give written notice of the claim to the Committee. If the Trustee receives no
written response from the Committee within 60 days after the date the Committee
is given written notice of the claim, the Trustee shall pay the Participant the
amount claimed, unless it determines in its sole discretion that a lesser amount
is due under the terms of the Plan. If a written response is received within
such 60 days, the Trustee shall consider the claim in its sole and absolute
discretion, including the Committee's response. If the merits of the claim
depend on compensation, service or other data in the possession of the Company
and it is not provided, the Trustee may rely upon information provided by the
Participant. Any benefit enhancement or right with respect to the Plan which is
provided under employment or severance agreements of Participants shall be taken
into account in making the foregoing determination.


                                      -36-
<PAGE>   38
         3.03-2 The Trustee shall give written notice to the Participant and the
Committee of its decision on the claim. If the decision is to grant the claim,
the Trustee shall make payment to the Participant. The Trustee may decline to
decide a claim and may file suit to have the matter resolved by a court of
competent jurisdiction. All of the Trustee's expenses in the court proceeding,
including attorneys fees, shall be allowed as administrative expenses of the
trust.

                  Either the Participant or the Company may challenge the
Trustee's decision by filing suit in a court of competent jurisdiction. If no
such suit is filed within 60 days after delivery of written notice of the
Trustee's decision, the decision shall become final and binding on all parties.

                  Notwithstanding the two preceding paragraphs, after the
Trustee decides a claim or declines to decide a claim, any dispute between a
Participant and the Company or the Trustee as to the interpretation or
application of the provisions of this Trust Agreement and amounts payable
hereunder may, at the election of any party to such dispute, be determined by
binding arbitration in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court of competent jurisdiction. All fees and expenses of such arbitration
shall be paid by the Trustee and considered an expense of the trust under 3.06.

         3.03-3 If the Committee opposes a claim presented under 3.03-1 and the
Trustee ultimately pays the claim from trust assets, the Trustee shall


                                      -37-
<PAGE>   39
reimburse the Participant's expenses in pursuing the claim, including attorneys
fees at any arbitration and at the trial and appellate level. The Company shall
reimburse the trust fund within 30 days after receipt of a bill from the Trustee
for any such Participant's expenses which are reimbursed by the Trustee.

    3.04 Records

         3.04-1 The Trustee shall keep complete records on the trust fund open
to inspection by the Company, Committee and Participants at all reasonable
times. In addition to accountings required below, the Trustee shall furnish to
the Company, Committee and Participants any information reasonably requested
about the trust fund.

    3.05 Accountings

         3.05-1 The Trustee shall furnish the Company with a complete statement
of accounts annually within 60 days after the end of the trust year showing
assets and liabilities and income and expense for the year of the trust and each
Subtrust. The Trustee shall also furnish the Company with accounting statements
at such other times as the Company may reasonably request. The form and content
of the statement of accounts shall be sufficient for the Company to include in
computing its taxable income and credits the income, deductions and credits
against tax that are attributable to the trust fund.

         3.05-2 The Company may object to an accounting within 180 days after it
is furnished and require that it be settled by audit by a qualified,


                                      -38-
<PAGE>   40
independent certified public accountant. The auditor shall be chosen by the
Trustee from a list of at least five such accountants furnished by the Company
at the time the audit is requested. Either the Company or the Trustee may
require that the account be settled by a court of competent jurisdiction, in
lieu of or in conjunction with the audit. All expenses of any audit or court
proceedings, including reasonable attorneys' fees, shall be allowed as
administrative expenses of the trust.

         3.05-3 If the Company does not object to an accounting within the time
provided, the account shall be settled for the period covered by it.

         3.05-4 When an account is settled, it shall be final and binding on all
parties, including all Participants and persons claiming through them.

    3.06 Expenses and Fees

         3.06-1 The Trustee shall be reimbursed for all reasonable expenses and
shall be paid a reasonable fee fixed by agreement with the Company from time to
time. No increase in the fee shall be effective before 60 days after the Trustee
gives written notice to the Company of the increase. The Trustee shall notify
the Company periodically of expenses and fees.

         3.06-2 The Company shall pay trustee and other administrative and
valuation fees and expenses. If not so paid, these fees and expenses shall be
paid from the trust fund.


                                      -39-
<PAGE>   41
                                   ARTICLE IV

                                    Liability

    4.01 Indemnity

         4.01-1 Subject to such limitations as may be imposed by applicable law,
the Company shall indemnify and hold harmless the Trustee from any claim, loss,
liability or expense arising from any action or inaction in administration of
this trust based on direction or information from either the Company, the
Committee, any Investment Manager or any Expert, absent willful misconduct,
negligence or bad faith.

    4.02 Bonding

         4.02-1 The Trustee need not give any bond or other security for
performance of its duties under this trust.

                                    ARTICLE V

                                   Insolvency

    5.01 Determination of Insolvency

         5.01-1 The Company is Insolvent for purposes of this trust if-

                  (a) The Company is unable to pay its debts as they come due;
or

                  (b) The Company is the subject of a pending proceeding as a
debtor under the federal Bankruptcy Code (or any successor federal statute)


                                      -40-
<PAGE>   42
         5.01-2 The Company shall promptly give notice to the Trustee upon
becoming Insolvent. The Chief Executive Officer of the Company or the Board
shall be obligated to give such notice. If the Trustee receives such notice or
receives from any other person claiming to be a creditor of the Company a
written allegation that the Company is Insolvent, the Trustee shall
independently determine whether such insolvency exists. The expenses of such
determination shall be allowed as administrative expenses of the trust.

         5.01-3 Upon receipt of the notice or allegation described in 5.01-2,
the Trustee shall discontinue making payments from the trust fund to
Participants and beneficiaries under the Plan and shall commence Insolvency
Administration under 5.02.

         5.01-4 The Trustee shall have no obligation to investigate the
financial condition of the Company prior to receiving a notice or allegation of
insolvency under 5.01-2.

    5.02 Insolvency Administration

         5.02-1 During Insolvency Administration, the Trustee shall hold the
trust fund for the benefit of the creditors of the Company and make payments
only in accordance with 5.02-2. The Participants and beneficiaries shall have no
greater rights than general creditors of the Company. The Trustee shall continue
the investment of the trust fund in accordance with 2.02.


                                      -41-
<PAGE>   43
         5.02-2 The Trustee shall make payments out of the trust fund in one or
more of the following ways:

                  (a) To creditors in accordance with instructions from a court,
or a person appointed by a court, having jurisdiction over the Company's
condition of insolvency;

                  (b) To Participants and beneficiaries in accordance with such
instructions; or

                  (c) In payment of its own fees or expenses.

         5.02-3 The Trustee shall have a priority claim against the trust fund
with respect to its own fees and expenses.

    5.03 Termination of Insolvency Administration

         5.03-1 Insolvency Administration shall terminate when the Trustee
determines that the Company:

                  (a) Is not Insolvent, in response to a notice or allegation of
insolvency under 5.01-2;

                  (b) Has ceased to be Insolvent; or

                  (c) Has been determined by a court of competent jurisdiction
not to be Insolvent or to have ceased to be Insolvent.

         5.03-2 Upon termination of Insolvency Administration under 5.03-1, the
trust fund shall continue to be held for the benefit of the Participants


                                      -42-
<PAGE>   44
and beneficiaries under the Plan. Benefit payments due during the period of
Insolvency Administration shall be made as soon as practicable, together with
interest from the due dates at the rate credited on the Participant's account
under the Plan.

    5.04 Creditors' Claims During Solvency

         5.04-1 During periods of Solvency the Trustee shall hold the trust fund
exclusively to pay Plan benefits and fees and expenses of the trust until all
Plan benefits have been paid. Creditors of the Company shall not be paid during
Solvency from the trust fund, which may not be seized by or subjected to the
claims of such creditors in any way.

         5.04-2 A period of Solvency is any period not covered by 5.02.

                                   ARTICLE VI

                               Successor Trustees

    6.01 Resignation and Removal

         6.01-1 The Trustee may resign at any time by notice to the Company,
which shall be effective in 60 days unless the Company and the Trustee agree
otherwise.

         6.01-2 The Trustee may be removed by the Company on 30 days' written
notice or shorter notice accepted by the Trustee.


                                      -43-
<PAGE>   45
                  After a Change of Control, the Trustee may be removed only
with the Written Consent of Participants.

         6.01-3 When resignation or removal is effective, the Trustee shall
begin transfer of assets to the successor Trustee immediately. The transfer
shall be completed within 60 days, unless the Company extends the time limit.

         6.01-4 If the Trustee resigns or is removed, the Company shall appoint
a successor by the effective date of resignation or removal under 6.01-1 or
6.01-2. After a Change of Control, a successor Trustee may be appointed only
with the Written Consent of Participants. If no such appointment has been made,
the Trustee may apply to a court of competent jurisdiction for appointment of a
successor or for instructions. All expenses of the Trustee in connection with
the proceeding shall be allowed as administrative expenses of the trust.

    6.02 Appointment of Successor

         6.02-1 The Company may appoint any national or state bank or trust
company that is unrelated to the Company as a successor to replace the Trustee
upon resignation or removal. The appointment shall be effective when accepted in
writing by the new Trustee, which shall have all of the rights and powers of the
former Trustee, including ownership rights in the trust assets. The former
Trustee shall execute any instruments necessary or reasonably requested by the
Company or the successor Trustee to evidence the transfer. After a Change


                                      -44-
<PAGE>   46
of Control, a successor Trustee may be appointed only with the Written Consent
of Participants.

         6.02-2 The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing trust assets, subject to
Article II. The successor Trustee shall not be responsible for, and the Company
shall indemnify and hold harmless the successor Trustee from any claim or
liability because of, any action or inaction of any prior Trustee or any other
past event, any existing condition or any existing assets.

    6.03 Accountings; Continuity

         6.03-1 A Trustee who resigns or is removed shall submit a final
accounting to the Company as soon as practicable. The accounting shall be
received and settled as provided in 3.05 for regular accountings.

         6.03-2 No resignation or removal of the Trustee or change in identity
of the Trustee for any reason shall cause a termination of the Plan or this
trust.

                                   ARTICLE VII

                               General Provisions

    7.01 Interests Not Assignable

         7.01-1 The interest of a Participant in the trust fund may not be
assigned, pledged or otherwise encumbered, seized by legal process, transferred
or subjected to the claims of the Participant's creditors in any way.


                                      -45-
<PAGE>   47
         7.01-2 The Company may not create a security interest in the trust fund
in favor of any of its creditors. The Trustee shall not make payments from the
trust fund of any amounts to creditors of the Company other than Participants,
except as provided in 5.02.

         7.01-3 The Participants shall have no interest in the assets of the
trust fund beyond the right to receive payment of Plan benefits and
reimbursement of expenses from such assets subject to the instructions during
Insolvency referred to in 5.02. During Insolvency Administration, the
Participants' rights to trust assets shall not be superior to those of any other
general creditors of the Company.

    7.02 Amendment

         7.02-1 The Company and the Trustee may amend this Trust Agreement at
any time by a written instrument executed by both parties. Any such amendment
may be made only with the Written Consent of Participants, except for any
amendment that will not have a material adverse effect on the rights of any
Participant hereunder or, prior to a Change of Control, if necessary to comply
with any laws, regulations or other legal requirements.

    7.03 Applicable Law

         7.03-1 This trust shall be governed, construed and administered
according to the laws of Ohio except as preempted by ERISA or other Federal law.

    7.04 Agreement Binding on All Parties


                                      -46-
<PAGE>   48
         7.04-1 This Trust Agreement shall be binding upon the heirs, personal
representatives, successors and assigns of any and all present and future
parties.

    7.05 Notices and Directions

         7.05-1 Any notice or direction under this Trust Agreement shall be in
writing and shall be effective when actually delivered or, if mailed, when
deposited postpaid as first-class mail. Mail to a party shall be directed to the
address stated below or to such other address as either party may specify by
notice to the other party. Notices to the Committee shall be sent to the address
of the Company. Notices to Participants who have submitted claims under 3.03
shall be mailed to the address shown in the claim submission. Until notice is
given to the contrary, notices to the Company and the Trustee shall be addressed
as follows:

                Company:.       Milacron Inc.
                                2090 Florence Avenue
                                Cincinnati, Ohio  45206
                                Attention:  General Counsel

                Trustee:        Reliance Trust Company
                                Suite 900
                                3384 Peachtree Street, N.E.
                                Atlanta, Georgia 30326
                                Attention: _______________

    7.06 No Implied Duties

         7.06-1 The duties of the Trustee shall be those stated in this trust,
and no other duties shall be implied.


                                      -47-
<PAGE>   49
    7.07 Gender, Singular and Plural

         7.07-1 All pronouns and any variations thereof shall be deemed to refer
to the masculine or feminine, as the identity of the person or persons may
require. As the context may require, the singular may be read as the plural and
the plural as the singular.

                                  ARTICLE VIII

                                     INSURER

    8.01 Insurer Not a Party

         8.01-1 The Insurer shall not be deemed to be a party to this Trust
Agreement, and its obligations shall be measured and determined solely by the
terms of its Contracts and other agreements executed by it.

    8.02 Authority of Trustee

         8.02-1 The Insurer shall accept the signature of the Trustee on any
documents or papers executed in connection with such Contracts. The signature of
the Trustee shall be conclusive proof to the Insurer that the person on whose
life an application is being made is eligible to have such Contract issued on
his life and is eligible for a Contract of the type and amount requested.

    8.03 Contract Ownership

         8.03-1 The Insurer shall deal with the Trustee as the sole and absolute
owner of the trust's interests in such Contracts and shall have no


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<PAGE>   50
obligation to inquire whether any action or failure to act on the part of the
Trustee is in accordance with or authorized by the terms of the Plan or this
Trust Agreement.

    8.04 Limitation of Liability

         8.04-1 The Insurer shall be fully discharged from any and all liability
for any action taken or any amount paid in accordance with the direction of the
Trustee and shall have no obligation to see to the proper application of the
amounts so paid. The Insurer shall have no liability for the operation of this
Trust Agreement or the Plan, whether or not in accordance with their terms and
provisions.

    8.05 Change of Trustee

         8.05-1 The Insurer shall be fully discharged from any and all liability
for dealing with a party or parties indicated on its records to be the Trustee
until such time as it shall receive at its home office written notice of the
appointment and qualification of a successor Trustee.

         IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Agreement to be executed by their respective duly authorized officers on the
dates set forth below.

                                  Milacron Inc.


                                  By:__________________________________
                                  Its:_________________________________
                                  Date:________________________________


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<PAGE>   51
                                  Reliance Trust Company


                                  By:__________________________________
                                  Its:_________________________________
                                  Date:________________________________


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