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                                                                   Exhibit 10.19

                                    MILACRON

                          SUPPLEMENTAL RETIREMENT PLAN

                                 TRUST AGREEMENT

                                 By and Between

                                  Milacron Inc.

                                       And

                             Reliance Trust Company
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                                                  TABLE OF CONTENTS

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                                                                           Page

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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 in Control.......................................     6

ARTICLE II       Trust Fund and Funding Policy...........................     9

         2.01    Contributions...........................................     9
         2.02    Investments and Valuation..............................     11
         2.03    Subtrusts..............................................     17
         2.04    Recapture of Excess Assets.............................     18
         2.05    Substitution of Other Property.........................     20
         2.06    Administrative Powers of Trustee.......................     21

ARTICLE III      Administration.........................................     26

         3.01    Committee; Company Representatives.....................     26
         3.02    Payment of Benefits....................................     26
         3.03    Disputed Claims........................................     28
         3.04    Records................................................     29
         3.05    Accountings............................................     30
         3.06    Expenses and Fees......................................     30

ARTICLE IV       Liability..............................................     31

         4.01    Indemnity..............................................     31
         4.02    Bonding................................................     31

ARTICLE V        Insolvency.............................................     31

         5.01    Determination of Insolvency............................     31
         5.02    Insolvency Administration..............................     32
         5.03    Termination of Insolvency Administration...............     33
         5.04    Creditors' Claims During Solvency......................     33
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<TABLE>
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ARTICLE VI       Successor Trustees.....................................     34

         6.01    Resignation and Removal................................     34
         6.02    Appointment of Successor...............................     35
         6.03    Accountings; Continuity................................     35

ARTICLE VII      General Provisions.....................................     36

         7.01    Interests Not Assignable...............................     36
         7.02    Amendment..............................................     36
         7.03    Applicable Law.........................................     37
         7.04    Agreement Binding on All Parties.......................     37
         7.05    Notices and Directions.................................     37
         7.06    No Implied Duties......................................     38
         7.07    Gender, Singular and Plural............................     38

ARTICLE VIII     Insurer................................................     38

         8.01    Insurer Not a Party....................................     38
         8.02    Authority of Trustee...................................     38
         8.03    Contract Ownership.....................................     38
         8.04    Limitation of Liability................................     39
         8.05    Change of Trustee......................................     39

SIGNATURES..............................................................     39
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                          TRUST AGREEMENT FOR MILACRON
                          SUPPLEMENTAL RETIREMENT PLAN


         This Trust Agreement is made and entered into by and between Milacron
Inc., a Delaware corporation (the "Company"), and Reliance Trust Company (the
"Trustee").

         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

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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.

                                    PREAMBLE

         The Company has adopted the following plans (individually, the "Plan"
and collectively, the "Plans") which shall be subject to this trust:

                      Milacron Supplemental Retirement Plan
                 Milacron Supplemental Executive Retirement Plan
                  Milacron Supplemental Executive Pension Plan
                       Milacron Supplemental Pension 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

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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 in 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 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

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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 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.

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                                    ARTICLE I
                            Effective Date: Duration

         1.01     Effective Date and Trust Year

                  This trust shall become effective as of December 17, 1999. For
tax purposes the trust year shall be the calendar year. For financial reporting
purposes the trust year 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 After 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 (as
defined in 2.03) 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

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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 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

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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 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.

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         1.03     Irrevocability

                  This Trust Agreement shall be revocable, subject to 1.02;
provided, however, this Trust Agreement shall be irrevocable upon the occurrence
of a Change in Control as determined pursuant to 1.04.

         1.04     Change in Control

                  1.04-1 A "Change in Control" shall be deemed to have occurred
if:

                       (a)  a Person or Group other than a trustee or other
fiduciary of securities held under an employee benefit plan of the Company or
any of its subsidiaries, is or becomes a Beneficial Owner, directly or
indirectly, of stock of the Company representing 20% or more of the total voting
power of the Company's then outstanding stock and securities; provided, however,
that for purposes of this paragraph (a), the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clause (i) of paragraph (c) of
this Schedule.

                       (b)  individuals who, as of the date hereof, constitute
the Board of Directors of the Company (the "Incumbent Board"), cease for any
reason to constitute a majority thereof; provided, however, that any individual
becoming a director whose election, or nomination for election by the Company's

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stockholders, was approved by a vote of at least 60% of the directors then
comprising the Incumbent Board shall be considered as though such individual was
a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person or Group other than the Board of Directors of the Company;

                       (c)  there is consummated a merger, consolidation or
other corporate transaction, other than (i) a merger, consolidation or
transaction that would result in the voting securities of the Company
outstanding immediately prior to such merger, consolidation or transaction
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof) at least
66-2/3% of the combined voting power of the stock and securities of the Company
or such surviving entity or any parent thereof outstanding immediately after
such merger, consolidation or transaction, or (ii) a merger, consolidation or
transaction effected to implement a recapitalization of the Company (or similar
transaction) in which no Person or Group is or becomes the Beneficial Owner,
directly or indirectly, of stock and securities of the Company representing more
than 20% of the combined voting power of the Company's then outstanding stock
and securities;

                       (d)  the sale or disposition by the Company of all or
substantially all of the Company's assets other than a sale or disposition by
the

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Company of all or substantially all of the assets to an entity at least
66-2/3% of the combined voting power of the stock and securities which is owned
by Persons in substantially the same proportions as their ownership of the
Company's voting stock immediately prior to such sale; or

                       (e)  the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company.

                  1.04-2 For purposes of this section 1.04, (a) "Person" shall
mean any person (as defined in Section 3(a)(9) of the Securities Exchange Act
(the "Exchange Act"), as such term is modified in Section 13(d) and 14(d) of the
Exchange Act) other than (i) any employee plan established by the Company, (ii)
any affiliate (as defined in Rule l2b-2 promulgated under the Exchange Act) of
the Company, (iii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned, directly or
indirectly, by stockholders of the Company in substantially the same proportions
as their ownership of the Company; (b) "Group" shall mean any group as defined
in Section 14(d)(2) of the Exchange Act; and (c) "Beneficial Owner" shall mean
beneficial owner as defined in Rule l3d-3 under the Exchange Act.

                  1.04-3 Upon the occurrence of a Change in Control, the trust
assets shall be held for Participants who had a benefit (vested and nonvested)
under the Plan before the Change in Control occurred, including benefits earned
for such Participants after the Change in Control.

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                  1.04-4 For purposes of this Trust Agreement, a Change in
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 written
notice to that effect from the Committee. The Committee or the Board shall
furnish written notice to the Trustee when a Change in 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.

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

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

                       (a)  The amount by which the present value of all
benefits (vested and unvested) payable under the Plan on a pre-tax basis to
Participants or their beneficiaries covered by this trust exceeds the value of
all trust assets. Each Participant's benefit under any Plan for purposes of
calculating present value shall be the highest benefit the Participant would
have accrued under the Plan within the 24 months following such event, assuming
that the Participant's service continues for 24 months at the same rate of
compensation.

                       (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 present value calculations required under 2.01-3
shall be based on the same assumptions used for "accrued benefit obligation"

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(ABO) calculations for the most recent FASB 87 disclosure and 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 in 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 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)

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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
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

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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 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 in Control, except as provided in the following
sentence, the Trustee shall exercise all incidents of ownership under any
Contract in its sole 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

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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 in 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 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 in 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 Transfer pursuant to
2.02-2 or to continue

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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 in 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
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);

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<PAGE>   20
                       (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.

                  2.02-4 Prior to a Change in 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

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<PAGE>   21
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
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.

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<PAGE>   22


                       (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 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 2.06-2). At any time
before or after a Change in 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

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<PAGE>   23
the trust fund pursuant to 2.05. Before a Change in Control, the Committee may
designate one or more independent parties, who are acceptable to the Trustee, to
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.

                                      -22-
<PAGE>   24
         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
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

                                      -23-
<PAGE>   25
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.

                  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 in Control, the calculation shall be made
by the Company, the Committee or a qualified actuary or consultant selected by
the Committee. After a Change in Control, the calculation shall be made by a
qualified actuary or consultant selected by the Trustee, provided the

                                      -24-
<PAGE>   26
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.


                  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 in 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.

                                      -25-
<PAGE>   27
         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
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

                                      -26-
<PAGE>   28
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
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 in 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 such property, or to deposit any securities held in the trust with
a securities depository;

                                      -28-
<PAGE>   30
                           (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 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;

                                      -29-
<PAGE>   31
                           (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;

                           (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

                                      -30-
<PAGE>   32
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 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

                                      -31-
<PAGE>   33
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.

                       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

                                      -32-
<PAGE>   34
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 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

                                      -33-
<PAGE>   35
                  3.02-1 The Trustee shall, at the direction of the Committee,
unless there is a Change in 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.

                       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

                                      -34-
<PAGE>   36
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
in 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.

                  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

                                      -35-
<PAGE>   37
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.

                  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

                                      -36-
<PAGE>   38
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
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

                                      -37-
<PAGE>   39
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,
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

                                      -38-
<PAGE>   40
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.

                                   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.

                                      -39-
<PAGE>   41
                                    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)

                  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.

                                      -40-
<PAGE>   42
         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.

                  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

                                      -41-
<PAGE>   43
                       (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 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.

                                      -42-
<PAGE>   44
                  6.01-2 The Trustee may be removed by the Company on 30 days'
written notice or shorter notice accepted by the Trustee.

                       After a Change in 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 6.0
1-1 or 6.01-2. After a Change in 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

                                      -43-
<PAGE>   45
by the Company or the successor Trustee to evidence the transfer. After a Change
in 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.

                                      -44-
<PAGE>   46
                  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 Prior to a Change in Control, the Company and the
Trustee may amend this Trust Agreement at any time by a written instrument
executed by both parties. On or after a Change in Control, any such amendment
made may be made only with the Written Consent of Participants. Notwithstanding
the foregoing, on or after a Change in Control, any such amendment may be made
by written agreement of the Company and the Trustee without the Written Consent
of Participants if such amendment will not have a material adverse effect on the
rights of any Participant hereunder or if necessary to comply with any laws,
regulations or other legal requirements.

                                      -45-
<PAGE>   47
         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

                  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:

<TABLE>
<CAPTION>
<S>                                      <C>
                         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: __________________
</TABLE>

                                      -46-
<PAGE>   48
         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.

         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.

                                      -47-
<PAGE>   49
         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
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.

                                      -48-

<PAGE>   50


                                                     Milacron Inc.


                                                     By:   ____________________
                                                     Its:  ____________________
                                                     Date: ____________________


                                                     Reliance Trust Company


                                                     By:   ____________________
                                                     Its:  ____________________
                                                     Date: ____________________