EXHIBIT 10.9
                               IRREVOCABLE TRUST

                                     under
          Cort Furniture Rental Supplemental Executive Retirement Plan
                             Dated October 28, 1992








                             Date of this Agreement:
                                  June 1, 1996


<PAGE>


                               TABLE OF CONTENTS


                         ARTICLE I - General Provisions

1.01 Irrevocable ..........................................................    2
1.02 Effective Date .......................................................    2
1.03 Definitions ..........................................................    2
1.04 General Scope of Trustee's Duties ....................................    2

               ARTICLE II - Establishment and Acceptance of Trust

2.01 Establishment of Trust ...............................................    3
2.02 Acceptance of Trust ..................................................    3
2.03 Contributions to the Plan ............................................    3
2.04 Prior Trustees .......................................................    3
2.05 Segregation of Plan Assets ...........................................    3

                      ARTICLE III - Allocation of Authority

3.01 Plan and Trust Administration ........................................    4
3.02 Identity of Plan Administrator .......................................    4
3.03 Communications .......................................................    5
3.04 Certifications, Instructions, etc ....................................    5
3.05 Retention of Advisers ................................................    6
3.06 Other Services by the Trustee ........................................    6

                    ARTICLE IV - Payments from the Trust Fund

4.01 Directions by Plan Administrator .....................................    7
4.02 Segregation of Assets for Payments ...................................    8
4.03 Disputes .............................................................    8

                     ARTICLE V- Investment of the Trust Fund

5.01 Investment Discretion in General .....................................    9
5.02 Investment Powers ....................................................    9
5.03 Location of Indicia of Ownership .....................................   10
5.04 Employer Securities and Real Property ................................   10
5.05 Bank Securities, Deposits, and Collective Trust Funds ................   11
5.06 Insurance Contracts ..................................................   11



<PAGE>



 5.07 Cash ................................................................   11
 5.08 Diversification of Investments ......................................   11
 5.09 Trustee's Liability .................................................   11

          ARTICLE VI - Plan Funding Policy and Direction of Investments

 6.01 Plan Funding Policy .................................................   12
 6.02 Named Fiduciaries ...................................................   12
 6.03 Investment Managers .................................................   12

                          ARTICLE VII - Trustee Powers

 7.01 Trustee Powers ......................................................   14

                 ARTICLE VIII - Compensation. Expenses and Taxes

 8.01 Compensation ........................................................   17
 8.02 Expenses ............................................................   17
 8.03 Taxes ...............................................................   17
 8.04 Charge Upon the Trust Fund ..........................................   17

                       ARTICLE IX- Records and Accountings

 9.01 Record Keeping ......................................................   18
 9.02 Annual and Final Accountings ........................................   18
 9.03 Judicial Accountings ................................................   19
 9.04 Other Accountings ...................................................   19
 9.05 Federal Filings .....................................................   19
 9.06 Valuation of the Trust Fund .........................................   19

                 ARTICLE X - Resignation or Removal of Trustees

10.01 In General ..........................................................   20
10.02 Successor Trustee ...................................................   20
10.03.Transfer of Assets ..................................................   20


<PAGE>



                     ARTICLE XI - Amendment and Termination

  11.01 Amendment of Agreement of Trust ...................................   21
  11.02 Termination of Plan and Trust .....................................   21
  11.03 Distribution of Assets Upon Termination ...........................   21
  11.04 Retention of Certain Assets .......................................   21

                     ARTICLE XII - Dissolution. Merger etc.

  12.01 The Trustee .......................................................   22
  12.02 The Employer ......................................................   22
  12.03 The Plan ..........................................................   22

                    ARTICLE XIII - Miscellaneous Provisions

  13.01 Applicable Law ....................................................   23
  13.02 Spendthrift Clause ................................................   23
  13.03 Necessary Parties to Judicial Proceedings .........................   23
  13.04 Bond ..............................................................   23
  13.05 Indemnification ...................................................   23
  13.06 Irrevocability ....................................................   24
  13.07 Counterpart .......................................................   24



<PAGE>


                               IRREVOCABLE TRUST

                                     under

          Cort Furniture Rental Supplemental Executive Retirement Plan


         THIS  AGREEMENT  is made  this  1st day of  June,  1996,  between  Cort
Furniture  Rental  Corporation  (the  "Employer"),  and  Mentor  Trust  Company,
Virginia (the "Trustee"),

                                   WITNESSETH

         WHEREAS,  the  Employer  has  established  the  Cort  Furniture  Rental
Supplemental Executive Retirement Plan (the "Plan"), dated October 28, 1992; and

         WHEREAS,  the Employer wishes to establish with the Trustee a successor
trust (the "Trust") to hold,  invest,  and administer the amounts held in and to
be contributed to the Plan, in order to replace Crestar Bank, N.A., the previous
trustee;

         NOW,  THEREFORE,  the Employer and the  Trustee,  each  intending to be
legally bound, agree as follows:

                                      - 1-



<PAGE>


                                   ARTICLE I

                               General Provisions

         1.01 Irrevocable Trust. The Trust established and maintained  according
to this  Agreement  of Trust is  intended to qualify as an  irrevocable  grantor
trust within the meaning of Section 671 of the Internal Revenue Code of 1986, as
amended,  the assets of which remain part of the general assets of the Employer.
The  creation  of the Trust does not cause the Plan to be other than  "unfunded"
for purposes of Title I of the Employee  Retirement  Income Security Act of 1974
("ERISA").

         1.02  Effective  Date. The effective date of this Agreement of Trust is
June 1, 1996.

         1.03  Definitions.  The terms used herein shall have the meanings given
to them by ERISA or the official  text of the Plan,  unless the context  clearly
indicates a different meaning.

         1.04 General Scope of Trustee's Duties.

          (a) The duties of the Trustee with respect to the Plan shall be solely
     as provided in this Agreement of Trust. The Trustee shall not be a party to
     the Plan.  The Trustee shall  discharge its duties under this  Agreement of
     Trust in accordance with all applicable laws.

          (b) If any  assets of the Plan are held by any  insurance  company  or
     trustee other than the Trustee, the Trustee shall have the duties specified
     in this  Agreement  of Trust with  respect only to those assets of the Plan
     which are held hereunder,  and, except to the extent otherwise  required by
     applicable  law,  shall have no liability  for any loss to the Plan arising
     from any act or omission by any such insurance company or other trustee.

                                      - 2-


<PAGE>


                                   ARTICLE II

                     Establishment and Acceptance of Trust

         2.01  Establishment of Trust. The Employer hereby  establishes with the
Trustee a trust consisting of such sums of money,  and such property  acceptable
to the Trustee, as shall from time to time hereafter be paid or delivered to the
Trustee  under the Plan,  and only with  respect  to such sums of money or other
acceptable  property.   All  such  money  and  property,   all  investments  and
reinvestments made therewith and proceeds thereof,  and all earnings and profits
therein,  less any losses  thereon,  and less the payments  which at the time of
reference shall have been made by the Trustee as authorized  herein are referred
to as the "Trust Fund." The Trust Fund shall be all of the assets held from time
to time  within  the  account  of the Trust  Fund.  No assets in excess of those
attributable  to the Plan shall be used to pay  benefits or  expenses  under the
Plan. The Trustee shall hold, invest, and deal with the Trust Fund in accordance
with this Agreement of Trust.

         2.02  Acceptance  of  Trust.  The  Trustee  hereby  accepts  the  Trust
established hereunder.

         2.03  Contributions  to the Plan.  The Trustee shall not be responsible
for calculating or collecting any contributions due under the Plan, and shall be
accountable solely for contributions  actually received by it. The Trustee shall
not be responsible  for the accuracy of any amount  received or for  determining
whether or not the amount is in accordance  with the  requirements  of the Plan.
The Employer will be solely  responsible for determining the contributions to be
made  under the Plan,  the  accuracy  thereof,  for  delivering  the same to the
Trustee, and for complying with any law applicable to contributions to the Plan.

         2.04 Prior  Trustees.  The Trustee is not responsible for pursuing Plan
assets held by any prior  trustee or any trustee with respect to other assets of
the Plan, and shall be responsible only for property received by it. The Trustee
will have no duty to  inquire  into  actions  taken  under the Plan by any prior
trustee, or by any trustee with respect to other assets of the Plan.

         2.05 Segregation of Plan Assets.

          (a)  Although  assets  of the Plan are  held in Trust  hereunder,  the
     assets remain the sole property of the Employer,  subject to the Employer's
     control;  the  Employer  acknowledges  that the  assets of the Plan  remain
     subject to the claims of Employer's creditors.

          (b) The  assets  of the Plan  shall be  returned  to the  Employer  or
     distributed  to  participants  in the  Plan,  according  to the  Employer's
     instructions.  All  instructions  given by the Employer to the Trustee with
     respect to the Trust Funds held hereunder  shall be in accordance  with the
     terms of the Plan documents.

          (e) Upon  termination  of the Plan,  any  residual  Plan assets  which
     remain  in the  Trust  Fund  after  making  distributions  to  participants
     according  to  the  Employer's  instructions,  shall  be  returned  to  the
     Employer.

                                      -3-


<PAGE>


                                  ARTICLE III

                            Allocation of Authority

         3.01 Plan and Trust  Administration.  Except as  otherwise  provided in
3.06, the Trustee shall not be responsible for  administration or interpretation
of the Plan,  but shall be  responsible  solely for the directed  investment and
safekeeping of the Trust Fund.

         3.02 Identity of Plan Administrator.

          (a) The Employer shall from time to time notify the Trustee in writing
     of the  identity  of the  person  or  persons,  or of  the  members  of the
     committee  or  committees,  that are acting as the  "Administrator"  of the
     Plan.  Unless and until notified to the contrary,  the Trustee shall assume
     that  the  Employer  is  acting  as Plan  Administrator  of the  Plan.  All
     references in this  agreement to the Plan  Administrator  mean the Employer
     unless and until the Employer  appoints a different Plan  Administrator and
     so notifies the Trustee.  If the  Employer,  acting as Plan  Administrator,
     retains the services of one or more  contract  record-keeping  firms (Agent
     Firms) for the purpose of maintaining  Plan  participant  account  records,
     filing required reports or returns with the Internal Revenue Services,  the
     Department of Labor or other governmental  agencies or for other,  similar,
     duties,  such Agent Firms will be identified by the Employer to the Trustee
     and the Trustee may accept information and instructions from Agent Firms as
     if received from the Plan  Administrator.  The Employer agrees to indemnify
     and hold Trustee  harmless from any loss resulting from reliance by Trustee
     on  information  or  instructions  delivered  to Trustee by an Agent  Firm,
     unless and until Trustee has been informed by Employer that the services of
     such Agent Firm have been terminated by Employer.

          (b) The  Trustee is  authorized  and  directed  to accept and  deliver
     information and accept  instructions for Plan  distributions  from the Plan
     Administrator or from one or more Agent Firms.

          (c) Except as otherwise  provided in 3.02 and 3.03,  any power held by
     the  Employer  under this  Agreement  of Trust shall be  exercised  through
     resolutions adopted by the board of directors of the Employer.

          (d) Any power held by the Employer under this Agreement of Trust which
     is delegated  by the  Employer to any other  person or  committee  shall be
     exercised by such person or committee. The Employer shall from time to time
     notify the  Trustee in writing of the  identity of such  person,  or of the
     members of such committee, and the scope of the responsibility and power so
     delegated.

          (f) Unless it receives  notice to the contrary from the Employer,  the
     Trustee  shall be fully  protected  in  assuming  that any  appointment  or
     delegation  described in this section remains in effect  unchanged.  At the
     Trustee's request, the Employer shall provide evidence  satisfactory to the
     Trustee that any such  appointment  or delegation has been properly made in
     accordance with

                                      -4-

<PAGE>


     the terms of the Plan and any  applicable  laws. At the Trustee's  request,
     the Employer shall provide specimen  signatures of any persons described in
     this section.

         3.03 Communications.

          (a) Any direction,  certification,  or notice (hereinafter referred to
     as  "communications")  from the  Employer,  or from any person or committee
     involved in the administration of the Plan, to the Trustee shall be made or
     confirmed in writing in a manner acceptable to the Trustee.  Communications
     from a committee shall be signed by a majority of its members,  except that
     if the  Trustee is  notified in writing by a majority of the members of the
     committee  that future  communications  may be signed by a lesser number of
     members,  and given the number or names of members of the committee who may
     sign future  communications,  the Trustee may rely on communications signed
     by such lesser number of members as being  authorized by and reflecting the
     action of the committee.

          (b)  Communications to the Trustee shall be addressed to the Trustee's
     principal  office  at 901  East  Byrd  Street,  Richmond,  Virginia  23219.
     Communications  to the Employer or to any person or  committee  involved in
     the administration of the Plan shall be sent to the principal office of the
     Employer,  or to  such  other  address  as may be  specified  in a  written
     instrument  delivered to the  Trustee.  No  communication  shall be binding
     until received.  Communications  sent by facsimile machine will be followed
     up by regular communication sent to the above address.

          (c)  The  Trustee  shall  be  fully   protected  in  acting  upon  any
     communication,  instrument or other paper  believed by it to be genuine and
     to be signed or presented by the proper person or persons,  and the Trustee
     shall  be  under no duty to make any  investigation  or  inquiry  as to any
     statements  contained in any such  communication but may accept the same as
     conclusive  evidence of the truth and  accuracy of the  statements  therein
     contained.

         3.04 Certification, Instructions, etc.

          (a) The  Employer  shall  provide  to the  Trustee,  at the  Trustee's
     request,  such  certification  and/or other evidence of fact as the Trustee
     may deem  desirable  in order to permit the  Trustee to perform its duties,
     exercise its powers.  The Trustee shall be fully  protected in relying upon
     such certifications and other evidence.

          (b) If at any time the  Trustee is in doubt  concerning  the course it
     should  follow  under this  Agreement  of Trust  (except as to any decision
     which is expressly entrusted to the Trustee's discretion hereunder), it may
     request instructions from the Employers or the Plan Administrator,  and may
     refrain  from  taking  the   questioned   action  until  it  receives  such
     instructions.  The Trustee shall be fully protected in acting or not acting
     in reliance upon such instructions.

          (c) The  Employer  shall keep the Trustee  supplied  with  current and
     correct copies of all Plan documents and instruments.

                                      -5-



<PAGE>


          (d) The Trustee  shall be under no duty to question any  communication
     of the Employer or Plan Administrator. The Trustee shall not be responsible
     for any financial  losses incident to, or any other  liabilities  resulting
     from, errors, mistakes, or omissions contained in such communications.

         3.05 Retention of Advisers.  The Trustee may consult with legal counsel
and other  professional  advisers  (who may but need not be its own  counsel  or
adviser,  or  counsel  or  adviser  to the  Employer,  the  Plan or to any  Plan
participant or beneficiary) with respect to the meaning and construction of this
Agreement of Trust or its powers,  duties,  and conduct  hereunder.  The Trustee
shall be fully  protected in acting  pursuant to, or relying upon, the advice of
such  legal  counsel or  advisers.  Pursuant  to 8.02,  the  Trustee  may in the
retention of such advisers, receive reimbursement for expenses incurred from the
Trust Fund.

         3.06  Other  Services  by  the  Trustee.  The  Employer,  or  the  Plan
Administrator  (if other than the Employer) may at any time, with the consent of
the Trustee, employ the Trustee in its corporate (not its fiduciary) capacity as
agent  to  perform   "ancillary   services"  or  services   necessary   for  the
establishment  or operation of the Plan. Any such agency  relationship  shall be
established  by  a  separate  written  agreement,  and  the  existence  of  such
arrangement, and actions performed by the Trustee under such arrangement,  shall
not affect its  responsibilities  or liabilities as Trustee under this Agreement
of  Trust.  Any such  services  shall be  provided  at such  reasonable  rate of
compensation, as may be agreed upon between the Employer and the Trustee.

                                      -6-


<PAGE>



                                   ARTICLE IV

                          Payments from the Trust Fund

         4.01 Directions by Plan Administrator.

          (a) The Trustee shall make payments out of the Trust Fund in such form
     as the Plan  Administrator  may from time to time direct in writing for the
     payment of Plan benefits, the purchase of annuity contracts, or the payment
     of expenses of administering the Trust Fund or the Plan. Any such direction
     shall  specify  that the  payment  is made for one or more of the  purposes
     listed herein, but need not describe the specific application to be made of
     the  payment.  The Trustee  shall not pay any Plan  benefits  without  such
     directions,  even though it may be informed from other sources  (including,
     without  limitation,  a Plan participant or beneficiary)  that benefits are
     payable  under  the Plan.  The  Trustee  shall  have no  responsibility  to
     determine  when, to whom, or in what amount  benefits are payable under the
     Plan.  The  Plan  Administrator  may give  directions  as to  payments  and
     distributions  from the plan  directly to agent firms,  in which case,  the
     entry  concerning such payment or  distribution  transaction on the account
     statement   of  the  agent  firm  will   constitute   notice  by  the  Plan
     Administrator to the Trustee.

          (b) Any such direction shall  constitute a  certification  by the Plan
     Administrator  that the direction is consistent with the terms of the Plan,
     and any  applicable  laws,  and the  Trustee  shall be fully  protected  in
     relying  upon any such  certification,  unless the Trustee  knows or should
     know that it is improper.

          (c) All amounts to be distributed to participants under the plan shall
     be paid by the Trustee to the Plan  Administrator.  The Plan  Administrator
     shall be responsible for calculating withholding taxes to be deducting from
     distributions  to  participants,  making the deposit of withholding  taxes,
     payment of the net amount of each distribution (after deducting withholding
     taxes) to  participants  and filing all tax and other  returns and reports,
     required in connection with distributions from the plan.

                                      -7-

<PAGE>



         4.02  Segregation of Assets for Payments.  At the direction of the Plan
Administrator,  the Trustee shall segregate any designated  portion of the Trust
Fund  for the  purpose  of  making  distributions  under  the  Plan,  and  shall
separately  invest such portion in accordance with the  instructions of the Plan
participant entitled to the distribution.

         4.03 Disputes. If a dispute arises as to any payment or delivery,  such
payment or delivery shall be suspended until the dispute is finally  resolved by
a court of competent  jurisdiction,  or finally settled in writing by all of the
parties concerned. The Trustee reserves the right to bring interpleader or other
appropriate  actions  in courts  of  competent  jurisdiction  to  determine  how
distributions of certain assets shall be made.

                                      -8-


<PAGE>



                                   ARTICLE V

                          Investment of the Trust Fund

         5.01 Investment Discretion in General.

          (a) The Trustee  shall  invest and  reinvest  the Trust Fund,  without
     distinction  between  principal  and  income,   exactly  according  to  the
     directions given to it by the Employer. The Employer may direct the Trustee
     to invest the Trust Fund in mutual funds or in a portfolio  of  securities,
     under the  management  of an investment  manager  appointed by the Employer
     pursuant to 6.03 of this Agreement.

          (b)  The  Trustee  shall  not be  obligated  to  restrict  Trust  Fund
     investments  to  property  of a  character  authorized  for  investment  by
     trustees under the law of any state, district or territory.

         5.02  Investment  Powers.  In addition to any power granted to trustees
under any statutes or other law,  including  (but not limited to)  ss.26-45.1 of
the Code of Virginia  (which  statutes and other laws,  to the extent they grant
investment  powers  applicable  to trusts of the same or similar  nature to this
Trust,  are  incorporated  herein by  reference),  in following  the  investment
directions  of an investment  manager that may be appointed  pursuant to 6.03 of
this Agreement,  the Trustee's investment powers shall include, but shall not be
limited to, investment in the following:

          (a) common  and  preferred  stocks of  domestic  or  foreign  issuers,
     including  warrants,  rights,  and preferred stocks convertible into common
     stock,  and  covered  call  option  contracts,  regardless  of where or how
     traded, subject however to the restrictions set forth in 5.04 and 5.05(a).

          (b) corporate bonds and debentures  (whether or not  convertible  into
     common  stock) of  domestic  or  foreign  issuers,  subject  however to the
     restrictions set forth in 5.04 and 5.05(a).

          (c) bonds and other  obligations of the United States of America or of
     any  foreign  nation,  and any  agencies  thereof,  and any bonds and other
     obligations  which are  directly  or  indirectly  guaranteed  by the United
     States or any foreign nation, or any agency thereof;

          (d)  obligations  of  the  states,  municipalities  and  any  agencies
     thereof;

          (e) interests or participations in real estate investment trusts;

          (f) leaseholds of any duration;

          (g) mineral and other natural  resources,  including,  but not limited
     to, oil, gas, timber and coal, and any  participation  therein in any form,
     including  but  not  limited  to,  royalties,   ownership,   drilling,  and
     exploration;

                                      -9-



<PAGE>



          (h) open-end and closed-end  investment  companies,  regardless of the
     purposes  for which such fund or funds were created and whether or not such
     investment companies are managed by affiliates of the Trustee;

          (i) any  partnership,  limited or general,  joint  venture,  and other
     forms of joint enterprise created for any lawful purpose;

          (j)  savings  accounts,  master  savings  accounts,   certificates  of
     deposit,  and other types of deposits with any financial or quasi-financial
     institution,  domestic or foreign,  subject however to the restrictions set
     forth in 5.05(b);

          (k) any short-term or cash-equivalent common or collective trust fund,
     and any  pooled  commercial  paper  master  note,  subject  however  to the
     restrictions set forth in 5.05(c); and

          (1) any common or collective trust, exempt under section 501(a) of the
     Code,  which is now or  hereafter  maintained  by a bank or  trust  company
     exclusively  for the  collective  investment  of  assets  of  trust  funds,
     including,  in accordance with 5.05(c), any such common or collective trust
     maintained  by the Trustee.  To the extent of the Trust Fund's  interest in
     any  such  common  or  collective  trust,  the  terms of the  agreement  or
     declaration of trust  establishing such common or collective trust shall be
     a part of this  Agreement of Trust as if set forth in full herein,  and any
     assets  transferred  to any such common or collective  trust shall be held,
     invested, and administered in accordance with such agreement or declaration
     of trust, which shall be controlling notwithstanding any contrary provision
     of this Agreement of Trust.  Without limitation of the foregoing,  the time
     and manner of  withdrawals  from any common or  collective  trust  shall be
     established  in the  discretion  of the  trustee  of  such  trust,  and the
     responsibility for diversification of investments held under such common or
     collective  trust shall be as provided for in such agreement or declaration
     of trust.  For the  purposes of valuing any  interest  under the Plan,  the
     value of the Trust Fund's interest in such common or collective trust shall
     be the fair market value of the common or collective  trust-fund units held
     by the Trust Fund,  determined  in  accordance  with  generally  recognized
     valuation  procedures.  The power to invest under this subsection  shall be
     subject to the restrictions set forth in 5.05(c).

         5.03 Location of Indicia of  Ownership.  The Trustee shall not maintain
the indicia of ownership of any asset of the Trust Fund outside the jurisdiction
of the District Courts of the United States.

         5.04 Employer Securities and Real Property.

          (a) No portion of the Trust Fund shall be  invested  in any  "employer
     securities"  or "employer  real  property" (as such terms are defined under
     ERISA).

                                      -10-


<PAGE>


         5.05 Bank Securities, Deposits, and Collective Trust Funds.

          (a)  Subject to 5.05 (b),  and (c), no portion of the Trust Fund shall
     be invested in  securities  issued by Mentor Trust Company or any affiliate
     thereof.

          (b) The  Trustee  shall not  borrow  from the  Mentor  Trust  Company,
     Virginia,  except  for  temporary  advancements  or on a cash or  overdraft
     basis.

          (c) The Trustee is  authorized to invest any portion of the Trust Fund
     in  interests  in any common or  collective  trust fund  maintained  by the
     Trustee, if so directed by the Employer.

         5.06  Insurance  Contracts.  No  portion  of the  Trust  Fund  shall be
invested in any individual or group insurance policy or contract.

         5.07 Cash.  At the  direction of the Plan  Administrator  or Investment
Manager,  if any is appointed  pursuant to 6.03 of this  Agreement,  the Trustee
shall keep a portion of the Trust Fund in cash or cash  equivalents  in order to
meet the short-term liquidity needs of the Plan. The Trustee shall not be liable
for any interest on any cash or cash equivalents so maintained.

         5.08   Diversification  of  Investments.   The  Plan  Administrator  or
Investment  Manager,  if any is  appointed  pursuant to 6.03 of this  Agreement,
shall be responsible for  diversifying  all the investments of the Trust Fund so
as to minimize the risk of large losses, unless under the circumstances it would
be clearly prudent not to do so. The Trustee's  responsibility in this regard is
to limited to following exactly the directions given to it, pursuant to 5.01 (a)
of this Agreement.

         5.09 Trustee's Liability.

          (a) The Trustee  shall not be liable for the acts or  omissions of the
     Plan Administrator or Investment  Manager,  if any is appointed pursuant to
     6.03 of this  Agreement.  The  Trustee  shall  have  no  responsibility  or
     liability for any loss of income or of capital, nor for any unusual expense
     which the Trustee may incur, relating to any investment,  or to the sale or
     exchange of any asset.  The Trustee shall not act as an investment  adviser
     to the  Plan  and  shall  not have  any  duty to  question  the  directions
     regarding  the  purchase,  retention,  or sale of any  asset  given  to the
     Trustee  pursuant to 5.01 (a) of this  Agreement.  The Trustee shall not be
     liable  to  anyone  for any  loss  sustained  by the  Trust  Fund,  for any
     inadequacy  of the Trust Fund to meet or  discharge  any Plan  payments  or
     liabilities,  or for  any act or  omission  in the  administration  of this
     Agreement  of Trust,  except to the extent that this results from action or
     inaction on the part of the Trustee which is judicially  determined to be a
     breach  of  its  fiduciary  duties,  the  terms  of  this  Agreement  or of
     applicable law. The Trustee shall not be liable for any claims for benefits
     under the Plan, and all of such claims shall be limited to the Trust Fund.

          (b) The  Trustee  shall not be  liable  for any  breach  of  fiduciary
     responsibility by any other fiduciary with respect to the Plan.

                                      -11-


<PAGE>



                                   ARTICLE VI

                Plan Funding Policy and Direction of Investments

         6.01 Plan Funding Policy.

          (a) The Plan Administrator  shall provide a procedure for establishing
     and carrying  out a funding  policy and method  consistent  with the Plan's
     objectives.

         6.02 Named Fiduciaries.

          (a) If the  Trustee  is  subject  to the  direction  of an  Investment
     Manager pursuant to 6.03 of this Agreement,  whether or not such Investment
     Manager is a Named  Fiduciary,  the Trustee shall follow the  directions of
     such Investment  Manager which the Trustee determines to be proper and made
     in accordance with the terms of the Plan.

          (b) The  Trustee  shall not be liable on account  of having  acquired,
     retained or sold any investment or  reinvestment  made in accordance with a
     direction  of an  Investment  Manager  appointed  pursuant  to 6.03 of this
     Agreement  unless it shall have been  judicially  determined  that any loss
     resulting from such  acquisition,  retention or sale was due to the willful
     misconduct of the Trustee or its failure to act in good faith in accordance
     with the provisions of this Agreement.

         6.03 Investment Managers.

          (a) If an Investment  Manager is appointed by the Employer pursuant to
     this  Agreement and the Plan,  to manage all or a specified  portion of the
     assets the Trust Fund, the Plan  Administrator  shall notify the Trustee of
     the  effective  date of the  appointment,  and shall certify to the Trustee
     that such  appointment  complies with the Plan,  and that all powers of the
     Employer or the Plan Administrator  under this Agreement of Trust which are
     to be exercised by such Investment Manager have been duly delegated to such
     Investment Manager. The Plan Administrator shall furnish the Trustee with a
     duly executed copy of the written agreement between the Plan  Administrator
     and the  Investment  Manager  specifying the Trust assets to be managed and
     the Investment Manager's duties and  responsibilities  with respect to such
     assets.  The  Investment  Manager  shall also  certify to the  Trustee  its
     acceptance of its  appointment,  shall  acknowledge  that it is a fiduciary
     under the  Plan,  shall  certify  the  identity  of the  person or  persons
     authorized to give  instructions  or  directions  on its behalf,  and shall
     provide  specimen  signatures of such  persons.  The Trustee shall be fully
     protected in relying on any written  communication  purporting to be signed
     by such persons on behalf of the Investment Manager as being the act of the
     Investment   Manager.   The   Trustee   may   continue  to  rely  upon  any
     certification,  agreement,  or  undertaking  under  this  subsection  until
     otherwise  notified in writing by the Plan  Administrator,  the Employer or
     the Investment Manager.

          (b)  If  the  Investment  Manager  resigns  or is  removed,  the  Plan
     Administrator  or the Employer shall  immediately  notify the Trustee.  The
     Trustee shall be fully protected in assuming

                                      -12-


<PAGE>



     that the  appointment of an Investment  Manager  remains in effect until it
     receives  such notice to the contrary  from the Plan  Administrator  or the
     Employer.

          (c) During  the  period of the  Investment  Manager's  authority,  the
     Trustee shall accept  instructions  for the investment and  reinvestment of
     the managed account solely in accordance with the written directions of the
     Investment  Manager,  and the Trustee shall act solely as custodian of such
     assets in the Trust Fund. The period of the Investment  Manager's authority
     shall  commence on the effective  date of its  appointment as stated by the
     Plan  Administrator  or the  Employer,  or (if  later)  upon the  Trustee's
     receipt of all certifications and notifications required under 6.03(a), and
     shall end on the date the Trustee is notified of such Investment  Manager's
     resignation  or  removal,  or such later date as may be  specified  in such
     notice.  When the period of the Investment  Manager's  authority  ends, the
     Trustee  shall invest and  reinvest the assets of the account,  theretofore
     managed by such  Investment  Manager,  only as directed by the  Employer or
     Plan Administrator.

          (d) During  the  period of the  Investment  Manager's  authority,  the
     Trustee  shall be under no liability  for loss of any kind which may result
     by reason of any action  taken by it in  accordance  with any  direction of
     such  Investment  Manager,  by reason of its failure to exercise  any power
     because of the failure of such Investment Manager to give directions, or by
     reason of any act or omission  of the  Investment  Manager.  If the Trustee
     does not receive directions from the Investment Manager with respect to any
     part of the Trust Fund  designated to the Investment  Manager,  the Trustee
     shall hold such amounts in cash or cash equivalents. The Trustee shall have
     no duty to determine or inquire  into  whether or not  directions  from the
     Investment  Manager are proper and lawful under the Plan, no duty to review
     any  investment  to be  acquired,  held,  or  disposed  of pursuant to such
     directions,  no  duty to make  investment  recommendations,  and no duty to
     invest or  otherwise  manage  any asset in the  appropriate  portion of the
     Trust Fund.  Any duty of  supervision or review of the acts or omissions of
     an Investment  Manager shall be the  exclusive  responsibility  of the Plan
     Administrator.  The Trustee  shall be fully  protected  by the  Employer in
     acting or not acting pursuant to any direction from the Investment Manager,
     or in failing to act in the absence of any such direction.

          (e) An Investment  Manager that is an Investment Advisor registered as
     such under the Investment  Advisors Act of 1940 and is affiliated  with the
     Trustee through  ownership by a common parent may be chosen by the Employer
     or Plan Administrator pursuant to 6.03 of this Agreement.

                                      -13-


<PAGE>


                                  ARTICLE V11

                                 Trustee Powers

         7.01 Trustee Powers.

          (a) At the direction of the Employer, Plan Administrator or Investment
     Advisor,  and except to the extent inconsistent with applicable law or with
     provisions  of the Plan and Trust,  the  Trustee  shall have the  following
     powers regarding the Trust and Trust Fund:

               (1)  To  sell  at  public  or  private  sale,  exchange,  convey,
          transfer,  lease or  otherwise  dispose of, and to grant  options with
          respect  to all or any part of any  property  at any time  held in the
          Trust Fund, for such  considerations,  in cash or in credit,  and upon
          such terms and conditions,  as it shall deem advisable;  provided that
          any put or call  options held in the Trust Fund shall be traded on and
          purchased through a national  securities exchange registered under the
          Securities  Exchange Act of 1933,  as amended,  or, if not traded on a
          national securities  exchange,  guaranteed by a member firm of the New
          York Stock Exchange.

               (2) To  compromise  or settle any claim in respect of any debt or
          other  obligation  due to it as Trustee  hereunder,  to institute  and
          prosecute  any  and  all  legal  proceedings   (including  foreclosure
          proceedings)  on behalf of the Plan,  and to take any other action for
          the purpose of  enforcing  any such  claim,  and to change the rate of
          interest or extend the maturity date of any such debt or obligation.

               (3) To compromise or settle any claim with respect to any debt or
          other obligation due to third persons from it as Trustee hereunder; to
          defend any and all legal proceedings in respect of any such claim; and
          to change the rate of interest  on,  extend the  maturity  date of, or
          otherwise modify the terms of any such debt or obligation.

               (4)  To  join  in  and  become  a  party  to,  or to  oppose  any
          reorganization  (including any consolidation,  merger or other capital
          changes) of any corporate  securities which may at any time be held in
          the Trust Fund,  or any plan or agreement  for the  protection  of the
          interests of the holders of any such securities; to participate in any
          such  protective plan or agreement or any such  reorganization  to the
          same extent and as fully as though it were the absolute and sole owner
          of  such  securities;  to  deposit  with  any  plan  administrator  or
          depository  pursuant to any such  protective  plan or agreement or any
          such  reorganization  any  securities  held in the Trust Fund; to make
          payments from the Trust Fund of and charges or assessments  imposed by
          the  terms  of any such  protective  plan or  agreement  upon any such
          reorganization;  and to receive and continue to hold in the Trust Fund
          any  property  allotted  to the Trust Fund by reason of the  Trustee's
          participation therein.

               (5) To vote,  in person or by general or  limited  proxy,  on any
          securities  at any time  held in the  participant's  separate  account
          within the Trust Fund, at any meeting of security

                                      -14-


<PAGE>


          holders,  with  respect  to any  business  that  may come  before  the
          meeting;  so that the  participant  may  execute  general  or  limited
          proxies to one or more nominees;  so that the  participant may consent
          to, approve and authorize any corporate act or  proceeding,  including
          any merger on  consolidation,  lease,  mortgage  or sale of  corporate
          property,  or dissolution or  liquidation,  whether or not proposed at
          any  such  meeting;   so  that  each   participant  may  execute  such
          instruments as may be necessary or appropriate therefore;  and so that
          each  participant  may generally  exercise the powers of an owner with
          respect to stocks, bonds, securities, or other property

               (6) To exercise any conversion or subscription rights appurtenant
          to any  securities  at any time  held in such  participant's  separate
          account within the Trust Fund or to sell any such rights.

               (7) To  execute,  acknowledge  and  deliver  any and  all  deeds,
          leases,  assignments and other  instruments that it may deem necessary
          or proper in the exercise of any of its powers under this Agreement.

               (8) To cause any  property  at any time held in the Trust Fund to
          be  registered  in the name of a nominee of the Trustee or of an agent
          firm,  without  disclosure of the Trust, or to hold in bearer form any
          securities  at any time held in the Trust  Fund so that they will pass
          by delivery, but any such registration or holding by the Trustee or by
          an agent firm shall not release the  Trustee  from its  responsibility
          for the safe custody and  disposition of the Trust Fund, in accordance
          with the terms and provisions of this agreement.

               (9) To borrow from time to time money from persons or others (but
          not from a party in interest)  for the  purposes of the Trust  created
          hereby on such terms and conditions as the Trustee may deem advisable.

               (10) To employ  suitable  agents  and  counsel,  and to pay their
          reasonable expenses and compensation.

               (11) To hold  part or all of the  Trust  Fund  uninvested  at any
          affiliated firm or any agent firm.

               (12) To invest and  reinvest in open-end  and  closed-end  mutual
          funds to such extent as is prudent under the circumstances.

               (13) To do all acts, whether or not expressly  authorized herein,
          which it may deem  necessary  and  proper  for the  protection  of the
          property held hereunder, and to carry out the purposes of the Plan.

         If there is more than one Trustee  designated  and acting as such under
this  Trust,  all  actions by the  Trustee  must be adopted by a majority of the
Trustees.

                                      -15-


<PAGE>



          (b) In addition and not by way of  limitation,  the Trustee shall have
     any and all  powers  concerning  the  investment,  retention,  and  sale of
     property  held  in the  Trust  Fund  as if it were  absolute  owner  of the
     property,  and no restrictions with regard to the property so held shall be
     implied,  warranted,  or  sustained  by reason of this  Agreement of Trust,
     provided, however, the Trustee shall exercise such power only in accordance
     with the instructions it receives from the Employer.

                                      -16-


<PAGE>



                                  ARTICLE VIII

                        Compensation, Expenses, and Taxes

         8.01   Compensation.   The   Trustee   shall  be  entitled  to  receive
compensation  for its  services  as Trustee  at the annual  rate of 0.15% of the
total value of the assets of the Plan, payable quarterly in arrears based on the
total  value of the Trust  Fund on the first day of each  quarter.  For any year
during  which the  Trustee  serves as Trustee for less than the full year of the
plan, the  compensation  paid to the Trustee pursuant to this paragraph shall be
pro-rated per diem.

         8.02 Expenses.  The Trustee shall be entitled to reimbursement  for all
reasonable  expenses  properly and actually incurred by it in the performance of
its  duties  hereunder,  including  (but not  limited  to) legal and  accounting
expenses,  expenses  incurred as a result of disbursements  and payments made by
the Trustee,  reasonable  compensation  for services  rendered to the Trustee by
agents, counsel, and other third parties, and expenses incident to the rendering
of such  services.  The  expenses  of the Trustee  and the  compensation  of the
persons  rendering  such  services  shall  be paid  by the  Trust  Fund,  unless
otherwise paid for by the Employer.

         8.03 Taxes.

          (a) The Trustee  shall pay out of the Trust Fund all taxes  (including
     interest  and  penalties)  of any and all kinds  levied or  assessed  under
     existing or future laws against the Trust Fund.

          (b) The Trustee shall notify the Plan Administrator of any proposed or
     final tax levies or assessments  against the Trust Fund concerning which it
     receives notice.  Unless directed to the contrary by the Plan Administrator
     within thirty (30) days after such notification,  the Trustee shall pay any
     such taxes.  If the Plan  Administrator  so requests in writing within said
     period,  the Trustee shall contest the validity of such taxes in any manner
     deemed  appropriate  by the Plan  Administrator.  The  Employer  may itself
     contest  the   validity  of  any  such  taxes,   in  which  case  the  Plan
     Administrator  shall so notify the Trustee,  and the Trustee  shall have no
     responsibility  or liability  respecting  such contest.  If either party to
     this  Agreement of Trust contests any such levy or  assessments,  the other
     party  shall  provide  such   information  and  cooperation  as  the  party
     conducting the contest shall reasonably request.

         8.04 Charge Upon the Trust Fund. All  compensation,  expenses and taxes
specified in this Article, to the extent that they are not paid or reimbursed by
the  Employer,  shall  constitute  a charge  upon  the  Trust  Fund,  and may be
withdrawn by the Trustee from the Trust Fund.  The Trustee may liquidate  assets
as it may deem necessary to make such payment. If the amount cannot be withdrawn
from the Trust Fund, it shall be paid by the Employer.

                                      -17-


<PAGE>



                                   ARTICLE IX

                             Records and Accountings

         9.01 Record Keeping.

          (a) The  Trustee  shall keep  accurate  and  detailed  accounts of all
     investments,  receipts and disbursements and other transactions  hereunder,
     and all accounts,  books, and records relating thereto shall be open at all
     reasonable  times to inspection  and audit by any person  designated by the
     Employer  or  the  Plan   Administrator.   Maintaining  copies  of  account
     statements  created by any  brokerage  firm,  including  an  affiliate  the
     Trustee,  with which the  Trustee  deposits  the assets of the Trust  Fund,
     shall fulfill the Trustee's  obligations  in this regard.  The Trustee need
     not  keep  records  of  the  interests  in the  Trust  Fund  of  individual
     participants and beneficiaries,  unless it undertakes in a separate written
     agreement with the Employer under 3.06 to keep such records.

          (b) All records and accounts maintained by the Trustee with respect to
     the Trust Fund shall be preserved for such period as may be required  under
     any  applicable  law. Upon the  expiration of such period,  the Trustee may
     destroy such records and accounts,  after notifying the Plan  Administrator
     in  writing  of  its  intention  to do so  and  transferring  to  the  Plan
     Administrator any of such records and accounts which the Plan Administrator
     timely  requests.  The Trustee shall have the right to preserve all records
     and accounts in original form, or on microfilm, magnetic tape, optical disk
     or other similar form.

         9.02 Annual and Final Accountings.

          (a) Within ninety (90) days after the close of each fiscal year of the
     Trust Fund,  or after the close of such other  period as may be agreed upon
     between the Trustee and the Plan Administrator, and within ninety (90) days
     (or such other  period as may be agreed upon) after the  effective  date of
     the removal or resignation of the Trustee,  the Trustee shall file with the
     Plan   Administrator   a  certified   written   report  setting  forth  all
     contributions,  earnings from investments, gains on assets, other receipts,
     benefit payments,  administrative  expenses and other expenses of the Trust
     Fund,  disbursements,  the net  income or loss of the Trust  Fund,  the net
     assets  at the  beginning  and end of each  accounting  period  and the net
     earnings of the Trust Fund during such period. The Employer, acting as Plan
     Administrator,  shall be  responsible to have all such  accounting  reports
     prepared  for  the  Trustee  by the  Plan  Administrator  or by  any  other
     administrator retained by the Employer for such purpose.

          (b) Within ninety (90) days after the filing of any such account,  the
     Trustee shall make  available to the Plan  Administrator  or its designated
     agent such  additional  information,  support data,  and work papers as the
     Plan  Administrator  may  reasonably  request  in  order to  determine  the
     correctness  of the  Trustee's  account and the propriety of the actions of
     the Trustee therein reported.

                                      -18-


<PAGE>



          (c) Within ninety (90) days after the filing of such account, the Plan
     Administrator  or its designated  agent shall examine such account.  If the
     Plan  Administrator or its designated agent shall discover anything in such
     account  which leads it to suspect that such account may be  incorrect,  or
     that any action by the Trustee  therein  reported may have been mistaken or
     otherwise  improper,  the  Plan  Administrator  shall  notify  the  Trustee
     thereof.  The Trustee's duties with respect to correction of any accounting
     report shall be limited to checking the mathematical accuracy of the report
     and  cooperating  with the Employer and the Plan  Administrator  in seeking
     corrections to be made by the Plan  Administrator.  To the extent permitted
     by  applicable  law, the Trustee shall be forever  released and  discharged
     from all liability and  accountability  to the Employer,  the participants,
     the  beneficiaries  and all other  persons with respect to the propriety of
     its acts and transactions  shown or reflected in such account,  except with
     respect  to any acts or  transactions  as to which  the Plan  Administrator
     shall file written  objections  within such ninety (90) day period.  If the
     Plan Administrator files such objections, and if it is later satisfied that
     its  objections  should be withdrawn,  or if the account is adjusted to its
     satisfaction,  the Plan  Administrator  shall  indicate its approval of the
     account in a written  statement  filed with the  Trustee,  and the  Trustee
     shall be  forever  released  and  discharged  in the same  manner  as if no
     objections had ever been filed.

         9.03 Judicial Accountings. Nothing contained in this Agreement of Trust
or in the Plan shall deny the Trustee the right to obtain a judicial  settlement
of its accounts at any time.

         9.04 Other Accountings.  The Employer and the Plan Administrator  shall
not be entitled to any  accounting by the Trustee  other than as provided  under
9.02 or as required by law. No participant,  beneficiary,  or other person other
than the Employer or the Plan Administrator  shall be entitled to any accounting
by the Trustee, except as may be required by law.

         9.05 Federal and State Filings. The Trustee shall be fully protected in
assuming that the Plan  Administrator  has timely made any required  federal and
state filings.

         9.06  Valuation  of the Trust Fund.  The fair market value of the Trust
Fund shall be determined at least annually,  and at such other times as the Plan
Administrator  may  determine to be necessary in order to  administer  the Plan.
Each such valuations shall be prepared by the Trustee.

                                      -19-


<PAGE>


                                   ARTICLE X

                       Resignation or Removal of Trustees

         10.01 In General.  The Trustee may be removed with or without  cause by
the  Employer  upon five days  written  notice to that effect  delivered  to the
Trustee.  The Trustee may resign as Trustee  hereunder  upon thirty days written
notice to that effect delivered to the Employer.

         10.02 Successor Trustee. If the Trustee shall resign or be removed, the
Employer  shall appoint a successor  Trustee,  whose duties shall commence as of
the effective date of such removal or resignation. The Plan Administrator or the
Employer shall require the successor Trustee to deliver to the Trustee a written
instrument accepting such appointment.  Upon the commencement of its duties, the
successor  Trustee  shall be vested  with the same  powers  and  duties as those
conferred upon the Trustee under this Agreement of Trust.  If the Employer fails
to appoint a successor  Trustee after appropriate  notice,  the Trustee may name
the Plan Administrator as Trustee and forward the assets to such successor.

         10.03 Transfer of Assets.

          (a) As soon as  reasonably  practicable  after the  settlement  of its
     account,  or at such earlier time as shall be agreed upon by the parties to
     this  Agreement,  and the  successor  Trustee,  the Trustee  shall  assign,
     transfer,  and deliver to the  successor  Trustee all of the property  then
     held by it in the Trust Fund, except such amount as the Trustee may reserve
     in order to cover its  compensation,  its expenses in  connection  with its
     administration  of the Trust Fund and the  settlement  of its account,  and
     payment  of any taxes  assessed  or levied  against  the Trust Fund for the
     period  preceding the  effective  date of its removal or  resignation.  The
     Trustee  shall pay over to the  successor  Trustee  any balance of any such
     reserve that shall remain after payment of such compensation, expenses, and
     taxes.  The  delivery  of assets of the  Trust  Fund  shall not be deemed a
     waiver by the  Trustee  of any lien or claim it may have on the Trust  Fund
     under 8.04 or otherwise.

          (b) If the Trustee holds any property  which it deems to be unsuitable
     for delivery to the successor Trustee, it shall retain such property. As to
     such retained  property  alone,  it shall be co-trustee  with the successor
     Trustee  its  duties  and  obligations  being  limited  solely  to any such
     retained property.

                                      -20-


<PAGE>



                                   ARTICLE XI

                           Amendment and Termination

         11.01  Amendment of Agreement of Trust.  This Agreement of Trust may be
amended at any time and from time to time by a written  instrument  executed  by
the Trustee and the Employer.  Provided,  however,  no amendment  shall have the
effect of placing the assets of the Plan beyond the claims of  creditors  of the
Employer,  of revoking this Trust or diminishing  the rights of  participants to
the benefits in the plan  documents,  or of granting to any  participant  or his
beneficiary any right of voluntary or involuntary assignment.  The instrument of
amendment shall specify its effective date.

         11.02 Termination of Plan and Trust. The Employer reserves the right at
any time and from time to time to terminate  the Plan and this trust in whole or
in part by resolution of the board of directors of the Employer. At least ninety
(90) days prior to the proposed effective date of the intended termination,  the
Employer shall notify the Trustee in writing of such intended termination.

         11.03 Distribution of Assets Upon Termination.

          (a) If the Plan is terminated in its entirety,  the Trustee shall hold
     and/or   dispose  of  the  Trust  Fund  in  accordance   with  the  written
     instructions  of the Employer,  under the provisions of the plan documents,
     subject to the Trustee's right to receive a written or judicial  settlement
     of its account.  The Trustee may, however,  reserve such amount as it deems
     advisable to cover its  compensation,  its expenses in connection  with its
     administration of the Trust Fund and the settlement of its account, and the
     payment of any unpaid taxes assessed or levied against the Trust Fund.

          (b) The Trustee shall be fully  protected in making  distributions  in
     reliance  upon any  directions  made by the  Employer  under this  section,
     unless the Trustee knows such directions to be improper.

          (c) If no  direction  is  provided  by the  Employer as to the holding
     and/or  distribution  of the Trust Fund upon  termination  of the Plan, the
     Trustee shall make such  distributions as are specified by the Plan. If the
     Plan is silent as to such  distributions,  or in the opinion of the Trustee
     inconsistent  with  then-applicable  law, the Trustee shall  distribute the
     Trust Fund to Plan  participants and  beneficiaries in an equitable manner,
     for which  purpose the Trustee  reserves the right to seek a  determination
     from  a  court  of  competent  jurisdiction  as to  the  proper  method  of
     distributing the Trust Fund upon termination of the Plan and the trust.

         11.04  Retention  of Certain  Assets The Trustee  reserves the right to
retain such property as is not, in the sole discretion of the Trustee,  suitable
for  distribution  at the time of  termination  of the Plan and this trust.  The
Trustee  shall  hold such  property  as  custodian  for those  persons  or other
entities  entitled to such  property,  until such time as the Trustee is able to
make  distribution.  The Trustee's  duties and  obligations  with respect to any
property so held shall be purely custodial in nature, and the Trustee shall only
be  obligated  to  see  to  the  safekeeping  of  such  property  prior  to  its
distribution.

                                      -21-


<PAGE>



                                   ARTICLE XII

                            Dissolution, Merger, etc.

         12.01 The Trustee. In the event that the Trustee merges or consolidates
with another  corporation or sells or transfers all or substantially  all of its
assets and business to another  corporation,  or is in any manner reorganized or
reincorporated,  then the  resulting or acquiring  corporation  shall  thereupon
become the Trustee hereunder without the execution of any instrument and without
the  need  for  any  action  by  the  Plan  Administrator,  any  participant  or
beneficiary,  or any other person  having or claiming to have an interest in the
Trust Fund or the Plan.

         12.02  The  Employer.   In  the  event  that  the  Employer  merges  or
consolidates with another corporation or sells or transfers all or substantially
all of its  assets and  business  to  another  corporation,  or is in any manner
reorganized or reincorporated, then the resulting or acquiring corporation shall
thereupon  become  subject  to the terms,  conditions  and  obligations  of this
Agreement and the plan documents.

         12.03 The Plan.

          (a) At the Plan Administrator's or Employer's  direction,  the Trustee
     shall accept the transfer to the Trust Fund of assets acceptable to it from
     any trustee or insurance company maintaining any other investment medium of
     the Plan.

          (b) At the Plan  Administrator's or Employer'  direction,  the Trustee
     shall  transfer  such  part of the  assets  of the  Trust  Fund as the Plan
     Administrator  or Employer may specify to any trustee or insurance  company
     maintaining any other investment medium of the Plan.

          (c) Any direction of the Plan  Administrator or the Employer described
     in this  section  shall  constitute  a  certification  that the transfer so
     directed  is in  conformity  with  the  provisions  of the  Plan,  and this
     Agreement of Trust.  The Trustee  shall be fully  protected in relying upon
     any such  certification,  and shall not be responsible  for determining the
     effect  of any  such  transfer  upon  the  interests  of  participants  and
     beneficiaries of any Plan.


                                      -22-


<PAGE>



                                  ARTICLE XIII

                            Miscellaneous Provisions

         13.01  Applicable  Law. This Agreement of Trust shall be  administered,
construed,  and enforced,  to the extent possible,  according to the laws of the
Commonwealth of Virginia.  In the case of any conflict between the Plan and this
Agreement of Trust, the provisions of this Agreement of Trust shall govern.

         13.02 Spendthrift  Clause. No right or claim in or to the Trust Fund or
any assets  thereof shall be assignable or subject to  garnishment,  attachment,
execution,  levy, or alienation  of any land.  Any attempt to transfer,  assign,
pledge, or otherwise alienate the same shall be void and shall not be recognized
by the  Trustee,  except to such  extent  as may be  legally  required.  No Plan
participant  or  beneficiary  or any other  person shall have any interest in or
right to any portion of the Trust Fund,  except as expressly  provided under the
Plan and this Agreement of Trust.

         13.03  Necessary  Parties  to  Judicial  Proceedings.   To  the  extent
permitted by law, only the Trustee and the Employer  shall be necessary  parties
in any  application  to the courts for an  interpretation  of this  Agreement of
Trust  or  for an  accounting  by  the  Trustee,  and  no  Plan  participant  or
beneficiary  or other  person  having an  interest  in the Trust  Fund  shall be
entitled to any notice or service of process.  Any final judgment entered in any
such action or proceeding  shall, to the extent  permitted by law, be conclusive
upon all  persons  claiming  under this  Agreement  of Trust.  If the Trustee so
elects,  however,  it may bring in any other  person or entity as a party to any
such proceeding.

         13.04 Bond. The Trustee shall not be required to give any bond or other
security for the  faithful  performance  of its duties  under this  Agreement of
Trust,  except  such as may be  required by  mandatory  provisions  of law which
cannot be waived.

         13.05  Indemnification.  In any  case  where  this  Agreement  of Trust
provides that the Trustee shall be fully protected in relying upon, or acting or
refraining from acting in accordance with, a particular communication, and where
the  Trustee  so  relies,  acts,  or  refrains  from  acting  on the  basis of a
communication  which  it  believes  in good  faith  to be  within  the  scope of
authority of the person or committee from which it purports to have  originated,
then the Employer shall  indemnify the Trustee and hold it harmless from any and
all claims, loss, damages,  expenses (including  reasonable  attorneys' fees and
disbursements),   and  liability  (including  any  reasonable  amounts  paid  in
settlement with or without the Employer's  approval) arising from or incurred as
a result of such  reliance,  action,  or  inaction.  Any  obligation  to provide
indemnification  under this Agreement  shall be expressly  conditioned  upon the
Trustee  providing  written  notice to the Employer of any pending or threatened
action within thirty days after the Trustee obtains knowledge of such action and
offering the Employer the right to control the defense of any such action.

         13.06 Irrevocability.  Subject to the provisions of the Plan, the Trust
is declared to be irrevocable.

                                      -23-


<PAGE>



         13.07  Counterparts.  This  Agreement  of Trust may be  executed in any
number of  counterparts,  each of which shall be deemed an original,  and may be
sufficiently evidenced by any one counterpart.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement of
Trust to be executed by their respective officers hereunto duly authorized,  and
their  corporate  seals to be hereunto  affixed and attested,  on the date first
written above.




ATTEST:                             Cort Furniture Rental Corporation



/s/ B. Frost                        By: /s/ Edward J. Baer
--------------------                   ---------------------------



ATTEST:                             Mentor Trust Company, Virginia



/s/ M. A.                            By: /s/ Charles M. Aulino
--------------------                   ----------------------------

                                      -24-



<PAGE>



STATE OF VIRGINIA                   :
                                    :    SS.
CITY/COUNTY OF FAIRFAX              :


         On this 28th day of May 1996, before me personally came Edward J. Baer,
to me known,  who being by me duly sworn,  did depose and say that he resides in
the  State  of  Virginia,  that  he is  an  officer  of  Cort  Furniture  Rental
Corporation,  the  corporation  described in and which  executed  the  foregoing
instrument; that he knows the seal of said corporation, that the seal affixed to
said  instrument is such corporate  seal; that it was so affixed by order of the
Board of Directors of said  corporation,  and that he signed his name thereto by
like order.


                                             Sandra L. Kosch
                                             -----------------------------
                                                   Notary Public

[SEAL]


My commission expires:  December 31, 1996

                                      -25-



<PAGE>



COMMONWEALTH OF VIRGINIA                    :
                                            :     SS.
CITY OF RICHMOND                            :


         On this 21st day of May,  1996,  before me  personally  came Charles M.
Aulino,  to me known,  who being by me duly  sworn,  did  depose and say that he
resides in the  Commonwealth of Virginia,  that he is an officer of Mentor Trust
Company, Virginia, the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation, that the seal affixed to
said  instrument is such corporate  seal; that it was so affixed by order of the
Board of Directors of said  corporation,  and that he signed his name thereto by
like order.


                                              /s/ Mindy Ann Komski
                                             --------------------------
                                                   Notary Public

[SEAL]


My commission expires:  June 30, 1997.


                                      -26-