EXHIBIT  10(nn)

                               TRUST AGREEMENT


         THIS TRUST  AGREEMENT  is  effective  as of the first day of January 1,
1998,  by and between  DATA GENERAL  CORPORATION,  a Delaware  corporation  (the
"Employer"),  and T. ROWE  PRICE  TRUST  COMPANY,  a Maryland  corporation  (the
"Trustee").

                          W I T N E S S E T H  T H A T:

         WHEREAS,  the Employer  has  established  the DATA GENERAL  CORPORATION
DEFERRED  COMPENSATION  PLAN  (the  "Plan")  to  provide  deferred  compensation
benefits for a select group of its management or highly compensated employees;

         WHEREAS,  the Trustee  agrees to the terms and conditions of this Trust
Agreement;

         NOW  THEREFORE,   in  consideration  of  the  mutual  covenants  herein
contained, the Employer and the Trustee declare and agree as follows:

SECTION 1.        Establishment and Title of the Trust.

         Employer hereby establishes with the Trustee a trust to be known as the
Data General Corporation  Deferred  Compensation Trust (the "Trust"),  to accept
such sums of money and other property  acceptable to the Trustee as from time to
time  shall be paid or  delivered  to the  Trustee.  All such  money  and  other
property,  all investments and reinvestments  made therewith or proceeds thereof
and all  earnings  and  profits  thereon,  less  all  payments  and  charges  as
authorized  herein,  are hereinafter  referred to as the "Trust Fund". The Trust
Fund shall be held by the Trustee in trust and shall be dealt with in accordance
with the  provisions of this Trust  Agreement.  The Trust Fund shall be held for
the exclusive purpose of providing payments to participants and beneficiaries of
the Plan (collectively  referred to as the "Trust  Beneficiaries") and defraying
reasonable  expenses of administration in accordance with the provisions of this
Trust  Agreement  until all such payments  required by this Trust Agreement have
been made; provided,  however, that the Trust Fund shall at all times be subject
to the claims of the  general  creditors  of  Employer  as and to the extent set
forth in Section 9 of this Trust Agreement.  The Trust hereby  established shall
be irrevocable.

SECTION 2.        Acceptance by the Trustee.

         The Trustee accepts the Trust established under this Trust Agreement on
the terms and  subject  to the  provisions  set forth  herein,  and it agrees to
discharge and perform  fully and  faithfully  all of the duties and  obligations
imposed upon it under this Trust Agreement.

SECTION 3.        Limitation on Use of Funds.
                                                   

         No part of the  corpus  of the  Trust  Fund  shall  be  recoverable  by
Employer  or used for any  purpose  other  than  for the  exclusive  purpose  of
providing  payments to Trust  Beneficiaries in accordance with the provisions of
the Plan and defraying  reasonable expenses of administration in accordance with
the provisions of this Trust Agreement until all such payments  required by this
Trust  Agreement  have been made;  provided,  however,  that (i) nothing in this
Section 3 shall be deemed to limit or  otherwise  prevent the  payment  from the
Trust Fund of expenses and other  charges as provided in Sections  5.1(i),  11.1
and  11.2 of this  Trust  Agreement  or the  application  of the  Trust  Fund as
provided in Section 6.3 of this Trust Agreement and (ii) the Trust Fund shall be
subject to the claims of the general  creditors of Employer as and to the extent
set forth in Section 9 of this Trust Agreement.

SECTION 4.        Duties and Powers of the Trustee with Respect to Investments.

         4.1 The Trustee  shall invest and reinvest the  principal and income of
the Trust Fund and keep the Trust Fund  invested,  without  distinction  between
principal  and income,  in such  investments  as directed by the Employer or its
designee, as the same may be modified from time to time by the Employer, or duly
authorized  representatives  thereof. The Trustee shall have no duty to question
any action or direction of the Employer or any failure to give directions, or to
make any suggestion to the Employer as to the investment or reinvestment  of, or
the disposition of, such assets.

         4.2  Notwithstanding  any  provisions  of this Trust  Agreement  to the
contrary, the Employer shall not direct the Trustee to invest any portion of the
Trust Fund in any obligation or other security issued by Employer.

SECTION 5.        Additional Powers and Duties of the Trustee.

         5.1 Subject to the  provisions of Section 4, the Trustee shall have the
following  powers and authority with respect to property  constituting a part of
the Trust Fund:

                  (a) To receive  and hold all  contributions  paid to it by the
Employer;  provided however,  that the Trustee shall have no duty to require any
contributions to be made, or to determine that any of the contributions received
comply with the conditions and limitations of the Plan.

                  (b) At the  direction of the  Employer,  to sell,  exchange or
transfer  any property at public or private sale for cash or on credit and grant
options  for the  purchase  or  exchange  thereof,  including  call  options for
property held in the Trust Fund and put options for the purchase of property.

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

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

                  (e)  At  the  direction  of  the  Employer,  to  exercise  any
conversion privilege or subscription right available in connection with any such
property; to oppose or to consent to the reorganization,  consolidation,  merger
or readjustment of the finances of any corporation,  company or association,  or
to the sale,  mortgage,  pledge  or lease of the  property  of any  corporation,
company or association any of the securities of which may at any time be held in
the Trust Fund and to do any act with reference thereto,  including the exercise
of  options,  the  making of  agreements  or  subscriptions  and the  payment of
expenses,  assessments  or  subscriptions,  which  may be  deemed  necessary  or
advisable in  connection  therewith,  and to hold and retain any  securities  or
other property which it may so acquire.

                  (f)  Subject  to its proper  indemnification  as  provided  in
Section 18, to commence or defend  suits or legal  proceedings  and to represent
the Trust in all suits or legal  proceedings;  to settle,  comprise or submit to
arbitration, any claims, debts or damages, due or owing to or from the Trust.

                  (g) At the direction of the  Employer,  to exercise any right,
including the right to vote or tender,  appurtenant  to any  securities or other
such property.

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

                  (i) To engage  any legal  counsel,  including  counsel  to the
Employer or counsel to the Trustee,  or any other  suitable  agents,  to consult
with such  counsel,  or agents with  respect to the  construction  of this Trust
Agreement, the duties of the Trustee hereunder, the transactions contemplated by
this Trust  Agreement or any act which the Trustee  proposes to take or omit, to
rely upon the advice of such counsel,  or agents, to obtain the prior consent of
Client  before  incurring  the costs of such agents and counsel  which are to be
paid from the Trust and,  upon the advance  notice to the  Employer,  to pay its
reasonable fees, expenses and compensation out of the Trust Fund, if not paid by
the Employer.

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

                  (k) To make,  execute and  deliver,  as  Trustee,  any and all
deeds, leases,  notes, bonds,  guarantees,  mortgages,  conveyances,  contracts,
waivers,  releases or other  instruments in writing  necessary or proper for the
accomplishment of any of the foregoing powers.
                                                                    
                  (l) At the  direction of the Employer,  to transfer  assets of
the Trust Fund to a successor trustee as provided in Section 13.4.

                  (m)  To  exercise,  generally,  any  of the  powers  which  an
individual  owner might  exercise  in  connection  with  property  either  real,
personal  or mixed  held by the Trust  Fund,  and to do all other  acts that the
Trustee may deem necessary or proper to carry out any of the powers set forth in
this Section 5 or otherwise in the best interests of the Trust Fund.

         5.2 The Trustee  shall  establish  and maintain a separate  bookkeeping
account  in the Trust Fund for each Trust  Beneficiary  of the Plan.  Each Trust
Beneficiary's   account  shall  be  divided  into  subaccounts  to  reflect  the
particular  investment  fund or funds in  which  the  account  is  deemed  to be
invested  pursuant to the Plan (whether or not the account is actually  invested
in those accounts).  The Trustee shall allocate the amount of any  contributions
to the Trust to such  accounts  and  subaccounts  when made,  as directed by the
Employer at the time of contribution.

SECTION 6.        Payments by the Trustee.

         6.1 The  establishment  of the Trust and the payment or delivery to the
Trustee of money or other  property  acceptable to the Trustee shall not vest in
any Trust  Beneficiary any right,  title or interest in and to any assets of the
Trust.
         6.2 At the direction of the  Employer,  the Trustee shall make payments
out of the Trust Fund to Trust  Beneficiaries in such manner and in such amounts
as are required  under the Plan  ("Supplemental  Benefits").  The Trustee  shall
follow  the  instructions  of  the  Employer  with  respect  to the  payment  of
Supplemental Benefits and shall be fully indemnified therefore by the Employer.

         6.3  Notwithstanding any other provision of this Trust Agreement to the
contrary,  if at any time the Trust is finally determined by the IRS not to be a
"grantor  trust,"  with the  result  that the  income of the  Trust  Fund is not
treated as income of the  Employer  pursuant to sections  671 through 679 of the
Code,  or if a federal tax is finally  determined by the IRS or is determined by
counsel to the Trustee to be payable by the Trust  Beneficiaries with respect to
the  income of the Trust  Fund prior to the final  distribution  of the  amounts
credited  to the  accounts  of such Trust  Beneficiaries,  then the Trust  shall
immediately  terminate and the assets of the Trust shall be liquidated  and paid
to the Trust  Beneficiaries  to the extent of their account  balances or, if the
assets  are  not  sufficient  to pay  the  total  amount  of all of the  account
balances,  pro rata based upon the account balance. Such liquidation and payment
shall be made as soon as practicable  by the Trustee,  regardless of whether any
Trust  Beneficiary's  employment  with Employer has terminated and regardless of
the form and time of payment specified by a Trust Beneficiary, if any, under the
relevant  provisions  of the Plan.  Any  remaining  assets (less any expenses or
costs due under  Section 11 of this Trust  Agreement)  shall then be paid by the
Trustee to  Employer.  If a federal tax is finally  determined  by the IRS or by
counsel to the  Trustee to be payable by one or more of the Trust  Beneficiaries
with  respect  to less  than the  entire  income  of the  Trust  Fund,  then the
preceding  provision  of this  Section 6.3 shall apply only with  respect to the
effected accounts. Any amounts distributed pursuant to this Section 6.3 shall be
deemed  Supplemental  Benefits  and  shall  accordingly  reduce  the  Employer's
liability for such benefits under the Plan.

         6.4 Employer shall remain primarily liable to pay Supplemental Benefits
payable under the Plan. However,  the Employer's  liability under the Plan shall
be reduced or offset to the extent  Supplemental  Benefit payments are made from
the Trust Fund.

         6.5 Pursuant to instruction by the Employer, The Trustee shall withhold
federal and state taxes from each  payment  under this  agreement at the rate(s)
designated  by the  Employer  and  shall  report  and pay  such  amounts  to the
appropriate  federal and state  taxing  authorities.  The Trustee  shall rely on
Employer  instructions  and shall have no duty to inquire  into the  accuracy of
such instructions.

SECTION 7.        Limitations on the Payment of Benefits.

         The Trustee shall make payments to Trust  Beneficiaries in such amounts
and at such  times as the  Employer  may  direct  the  Trustee,  subject  to the
following:

                  (a) The Trustee shall have no  responsibility to inquire as to
whether a payee is entitled to a Supplemental Benefit, or as to whether any such
payment is proper,  and shall have no liability for a payment made in good faith
without  actual  notice or knowledge  of the changed  condition or status of the
Trust Beneficiary.

                  (b) If any check for a  Supplemental  Benefit  directed  to be
made from the Trust has been mailed by the  Trustee,  by regular  United  States
mail,  to the last  known  address  of the  Trust  Beneficiary  and is  returned
unclaimed, the Trustee shall notify the Employer.

SECTION 8.        Funding of the Trust.

         In accordance  with the relevant  provisions of the Plan,  the Employer
may at any time or from time to time make additional  contributions to the Trust
Fund to augment the  principal to be held,  administered  and disposed of by the
Trustee as provided in this Trust Agreement.

SECTION 9.        Trustee Responsibility Regarding Payments to Trust 
                  Beneficiaries When the Employer is Insolvent.

         9.1 The  Employer  shall have the duty to inform the Trustee in writing
if the Employer becomes Insolvent, as hereinafter defined. When so informed, the
Trustee shall immediately discontinue payments of Supplemental Benefits to Trust
Beneficiaries,  and  shall  hold  assets of the Trust  Fund for the  benefit  of
Employer's general creditors.  The Employer shall be considered  "Insolvent" for
purposes of this Trust  Agreement  in the event of (i) written  notification  of
insolvency from the Employer's  Chairman of the Board of Directors  ("Chairman")
and the Chief  Executive  Officer,  such that the  Employer is unable to pay its
debts as they become  due;  (ii) the  Employer  files for  bankruptcy  under the
United States Bankruptcy Code (or any successor  federal statute);  or (iii) the
Employer is placed in bankruptcy by the Employer's creditors.  The Trustee shall
have no duty to  determine  whether the  Employer is  Insolvent  or bankrupt and
shall only follow the  directions of the Chairman and Chief  Executive  Officer.
The  Chairman  and Chief  Executive  Officer  shall  notify  the  Trustee of the
Insolvency  of the  Employer  within  three days of receipt of knowledge of such
Insolvency.  Prior to receipt of written  notice that the Employer is Insolvent,
in  conformity  with  Section  17.2,  the Trustee  shall have no duty to inquire
whether the Employer is Insolvent.  Nothing in this Trust Agreement shall in any
way enlarge or diminish the rights of the Trust  Beneficiaries  in the event the
Employer  is  Insolvent  to pursue  their  rights as  general  creditors  of the
Employer with respect to their  benefits or  otherwise.  All assets of the Trust
shall be subject to the claims of the general creditors of the Employer but only
under circumstances in subsection (i), (ii) or (iii) above.

         9.2  When the  Trustee  determines  that the  Employer  has  filed  for
bankruptcy,  is placed in bankruptcy by the Employer's  creditors or the Trustee
has received  notice of  Insolvency  from the  Chairman and the Chief  Executive
Officer, the Trustee shall discontinue  payments of Supplemental  Benefits under
the Plan and shall hold for the benefit of the Employer's creditors all cash and
other assets in the Trust Fund and shall deliver the assets of the Trust Fund to
satisfy  the  claims  of the  Employer's  creditors  as  directed  by a court of
competent jurisdiction.

         9.3 If the Trustee discontinues  payments of Supplemental Benefits from
the Trust  pursuant  to Section  9.1 of this Trust  Agreement  and  subsequently
resumes such payments,  then, unless the Employer directs  otherwise,  the first
payment to each Trust Beneficiary  following such  discontinuance  shall include
the  aggregate  amount of all payments  which would have been made to such Trust
Beneficiary  in accordance  with the relevant  provisions of the Plan during the
period  of such  discontinuance,  less  the  aggregate  amount  of  payments  of
Supplemental Benefits made to such Trust Beneficiary by Employer during any such
period of discontinuance.

SECTION 10.       Third Parties.

         A third party  dealing  with the Trustee  shall not be required to make
inquiry as to the  authority  of the Trustee to take any action nor be under any
obligation  to see to the proper  application  by the Trustee of the proceeds of
sale of any  property  sold by the  Trustee or to inquire  into the  validity or
propriety of any act of the Trustee.

SECTION 11.       Taxes, Expenses and Compensation.

         11.1 The  Employer  shall  from  time to time pay  taxes 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
Employer,  the Trustee  shall pay such taxes out of the Trust Fund.  The Trustee
shall if  requested  by the  Employer,  or may, in its  discretion,  contest the
validity  of taxes in any  manner  deemed  appropriate  by the  Employer  or its
counsel, but at the Employer's expense, and only if it has received an indemnity
bond or  other  security  satisfactory  to it to pay any such  expenses.  In the
alternative, the Employer may itself contest the validity of any such taxes. The
Trustee will withhold federal and state income taxes from any payments made to a
Trust Beneficiary in accordance Section 6.5 of this Agreement.

         11.2 The Employer  shall pay the Trustee such  reasonable  compensation
for its  services as may be agreed upon in writing from time to time by Employer
and the Trustee. Employer shall also pay the reasonable expenses incurred by the
Trustee in the performance of its duties under this Trust  Agreement,  including
but not  limited to  brokerage  commissions  and fees of counsel  engaged by the
Trustee  pursuant to Section 5.1(i) of this Trust Agreement.  Such  compensation
and  expenses  shall be charged  against  and paid from the Trust  Fund,  to the
extent the Employer does not pay such compensation.

SECTION 12.       Administration and Records.

         12.1 The Trustee  shall keep or cause to be kept  accurate and detailed
accounts of any  investments,  receipts,  disbursements  and other  transactions
hereunder  and all  necessary  and  appropriate  records  required  to  identify
correctly  and  reflect  accurately  the  respective  interests  of  each  Trust
Beneficiary,  and all accounts, books and records relating thereto shall be open
to inspection and audit at all reasonable times by any person  designated by the
Employer.  All such accounts,  books and records shall be preserved (in original
form,  or on microfilm,  magnetic  tape or any other  similar  process) for such
period as the Trustee may  determine,  but the  Trustee  may only  destroy  such
accounts, books and records after first notifying the Employer in writing of its
intention to do so and transferring to Employer any of such accounts,  books and
records requested.

         12.2 Within ninety (90) days after the close of each Plan Year (as such
term is defined in the Plan),  and within  ninety (90) days after the removal or
resignation of the Trustee or the  termination  of the Trust,  the Trustee shall
file  with the  Employer  a  written  account  setting  forth  all  investments,
receipts,  disbursements  and  other  transactions  effected  by it  during  the
preceding  Plan Year, or during the period from the close of the preceding  Plan
Year to the  date of such  removal,  resignation  or  termination,  including  a
description of all investments  and securities  purchased and sold with the cost
or net proceeds of such purchases or sales and showing all cash,  securities and
other  property  held at the end of such  Plan  Year or other  period.  Upon the
expiration  of ninety  (90) days  from the date of filing  such  annual or other
account,  the Trustee shall to the maximum extent permitted by applicable law be
forever  released and  discharged  from all  liability and  accountability  with
respect to the  propriety  of its acts and  transactions  shown in such  account
except with  respect to any such acts or  transactions  as to which the Employer
shall  within  such  ninety  (90)  day  period  file  with the  Trustee  written
objections.

         12.3 The Trustee shall from time to time permit an  independent  public
accountant  selected by the  Employer to have access  during  ordinary  business
hours to such records as may be necessary to audit the Trustee's accounts.

         12.4 As of the last day of each calendar quarter, the fair market value
of the  assets  held in the Trust  Fund  shall be  determined.  Within  ten (10)
business days after the close of each calendar  quarter,  the Trustee shall file
with the Employer the written  report of the  determination  of such fair market
value of the assets held in the Trust Fund.

         12.5 Nothing  contained in this Trust  Agreement  shall be construed as
depriving the Trustee or Employer of the right to have a judicial  settlement of
the Trustee's accounts, and upon any proceeding for a judicial settlement of the
Trustee's  accounts or for  instructions,  the only necessary parties thereto in
addition to the Trustee shall be Employer and the Trust Beneficiaries.

         12.6 In the event of the removal or  resignation  of the  Trustee,  the
Trustee  shall  deliver to the  successor  trustee  all  records  which shall be
required by the  successor  trustee to enable it to carry out the  provisions of
this Trust Agreement.

         12.7 In  addition to any  returns  required of the Trustee by law,  the
Trustee  shall  prepare  and file  such tax  reports  and other  returns  as the
Employer and the Trustee may from time to time agree to in writing.

SECTION 13.       Removal or Resignation of the Trustee and Designation of
                  Successor Trustee.

         13.1 At any time the  Employer  may remove the Trustee  with or without
cause, upon at least sixty (60) days notice in writing to the Trustee.

         13.2 The  Trustee  may  resign  at  any  time  upon  at least  ninety  
(90) days  notice in  writing to the Employer.

         13.3 In the event of such  removal or  resignation,  the Trustee  shall
duly file with the  Employer a written  account as provided  in Section  12.2 of
this Trust Agreement for the period since the last previous  annual  accounting,
listing the  investments of the Trust and any uninvested  cash balance  thereof,
and  setting  forth  all  receipts,   disbursements,   distributions  and  other
transactions  respecting the Trust not included in any previous account,  and if
written  objections  to such account are not filed as provided in Section  12.2,
the Trustee shall to the maximum  extent  permitted by applicable law be forever
released and discharged  from all liability and  accountability  with respect to
the propriety of its acts and transactions shown in such account.

         13.4 Unless  otherwise  mutually agreed upon in writing by the Employer
and the  Trustee,  within  sixty (60) days  after any such  notice of removal or
resignation  of the Trustee,  the Employer shall  designate a successor  trustee
qualified to act hereunder.  In the event that the Employer fails to designate a
successor  trustee  within sixty (60) days after the  Trustee's  resignation  or
removal,  the  Trustee  shall  have the  right to apply to a court of  competent
jurisdiction for the appointment of such successor and for the  determination of
any question of construction or instruction. Each such successor trustee, during
such  period as it shall act as such,  shall have the  powers and duties  herein
conferred upon the Trustee, and the word "Trustee" wherever used herein,  except
where the context otherwise  requires,  shall be deemed to include any successor
trustee. Upon designation of a successor trustee and delivery to the resigned or
removed  Trustee  of  written  acceptance  by  the  successor  trustee  of  such
designation,  such resigned or removed Trustee shall promptly assign,  transfer,
deliver and pay over to such Trustee,  in conformity  with the  requirements  of
applicable  law,  the funds and  properties  in its control or  possession  then
constituting the Trust Funds.

SECTION 14.       Termination and Suspension.

         The Trust shall  terminate when all payments,  which have or may become
payable pursuant to the terms of the Trust, have been made or the Trust Fund has
been  exhausted,  and all remaining  assets shall then be paid by the Trustee to
Employer.

SECTION 15.       Amendments.

         15.1 The Employer may from time to time amend or modify, in whole or in
part, any or all of the provisions of this Trust  Agreement  provided,  however,
that no  amendment  may  increase the duties of the Trustee or reduce the amount
payable to a Trust Beneficiary without the Trustee's or such Trust Beneficiaries
consent.  Provided further that no such amendment shall be permitted if it would
cause the Trust to cease to  constitute a grantor  trust as described in Section
6.3 of this Trust  Agreement.  No amendment  may have the affect of remaking the
Trust.

         15.2 The Employer and the Trustee shall execute such supplements to, or
amendments of, this Trust  Agreement as shall be necessary to give effect to any
such amendment or modification.

         15.3  The  Employer  shall  furnish  the  Trustee  with a  copy  of all
amendments to the Plan prior to their adoption.

SECTION 16.       Nonalienation.

         Except insofar as applicable  law may otherwise  require and subject to
Sections  1, 3 and 8 of this  Trust  Agreement,  (i) no amount  payable to or in
respect of any Trust Beneficiary at any time under the Trust shall be subject to
any  manner  of  alienation  by  anticipation,   sale,   transfer,   assignment,
bankruptcy,  pledge,  attachment,  charge or  encumbrance  of any kind,  and any
attempt to so  alienate,  sell,  transfer,  assign,  pledge,  attach,  charge or
otherwise  encumber any such amount,  whether  presently or thereafter  payable,
shall be void;  and (ii) the Trust  Fund  shall in no  manner  be liable  for or
subject to the debts or liabilities of any Trust Beneficiary.

SECTION 17.       Communications.

         17.1  Communications to the Employer shall be addressed to the Employer
at 4400 Computer Drive,  Westboro,  MA 01580 Attn:  General  Counsel;  provided,
however,  that upon the Employer's written request, such communications shall be
sent to such other address as the Employer may specify.

         17.2  Communications to the Trustee shall be addressed to T. Rowe Price
Trust Company at 100 East Pratt Street,  Baltimore,  Maryland  21202;  Attention
Legal Department;  provided,  however,  that upon the Trustee's written request,
such  communications  shall be sent to such  other  address as the  Trustee  may
specify.

         17.3 No  communication  shall be  binding  on the  Trustee  until it is
received by the Trustee,  and no communication  shall be binding on the Employer
until it is received by the Employer.

         17.4 Any  action of the  Employer  pursuant  to this  Trust  Agreement,
including  all  orders,  requests,  directions,   instructions,   approvals  and
objections of the Employer to the Trustee, shall be in writing, signed on behalf
of  the  Employer  by  any  duly  authorized   officer  of  the  Employer.   Any
communication  by a Trust  Beneficiary  with the  Trustee  must be in writing in
order to have effect.  The Trustee may rely on, and will be fully protected with
respect  to, any such action  taken or omitted in  reliance on any  information,
order, request, direction,  instruction,  approval, objection, or list delivered
to the Trustee by the Employer.

SECTION 18.       Indemnification.

         The  Employer  shall  indemnify  and save the  Trustee  (including  its
affiliates, representatives, agents and employees) harmless from and against any
liability, cost or other expense,  including, but not limited to, the payment of
reasonable  attorneys'  fees that the Trustee may incur in connection  with this
Trust  Agreement  or the Plan  unless  such  liability,  cost or  other  expense
(whether direct or indirect) arises from the Trustee's own willful misconduct or
gross  negligence.  The Employer  recognizes  that a burden of litigation may be
imposed upon the Trustee as a result of some act or transaction for which it has
no  responsibility  or over which it has no control under this Trust  Agreement.
Therefore, the Employer agrees to indemnify and hold harmless and, if requested,
defend the Trustee (including its affiliates,  representatives  and agents) from
any expenses (including reasonable counsel fees,  liabilities,  claims, damages,
actions,  suits  or  other  charges)  necessarily  incurred  by the  Trustee  in
prosecuting or defending  against any such  litigation.  Trustee agrees that the
Employer  may select and employ the  Employer's  counsel and Trustee  will fully
cooperate in any defense.  If the Employer  fails to select  counsel in a timely
fashion or if Employer selects counsel that is unacceptable to the Trustee,  the
Trustee  may  employ  counsel  of its  choice  at the  Employer's  expense  with
indemnification for any fees or expenses of such counsel from the Employer.  The
Trustee shall not, except at its own expense, settle any such litigation without
the approval of the Employer.

         Except as provided herein,  the Trustee shall reimburse,  indemnify and
hold harmless Employer from any liability,  loss,  damage or expense  (including
reasonable attorneys' fees and costs) arising as a result of a claim of any kind
which arises from a breach of any duties, obligations or responsibilities of the
Trustee,  or its agents,  under this Agreement  unless such  liability,  cost or
other  expense  (whether  direct or  indirect)  arises from the  Employer's  own
wilfull misconduct or gross negligence;  provided, however, that in the event of
such a claim, Employer shall cooperate with the Trustee and shall not, except at
its own expense, voluntarily make any payment, assume any liability or incur any
expense.  Notwithstanding  the  foregoing,  the  Trustee  shall  not  reimburse,
indemnify or hold harmless  Employer from any such  liability,  loss,  damage or
expense arising from any occurrence commonly known as force majeure,  including,
but not limited to, fire,  flood,  acts of God, war, riot, acts of any regulated
telephone  network,  strikes or other acts of workmen (whether of the Trustee or
others),  accidents,  acts of  terrorism,  revolution  or any  other  events  or
circumstances  beyond the  reasonable  control of the Trustee  which prevent the
Trustee from performing its duties under this Agreement.

SECTION 19.       Miscellaneous Provisions.

         19.1 Successors and Assigns. This Trust Agreement shall be binding upon
and inure to the benefit of the  Employer  and the Trustee and their  respective
successors and assigns.

         19.2     No Assumption of Duties.  The Trustee  assumes no  obligation
or  responsibility  with respect to any action required by this Trust Agreement
on the part of the Employer.

         19.3  Headings.  Titles to the  Sections  as well as all  headings  and
subheadings of this Trust Agreement are included for convenience  only and shall
not  control  the  meaning  or  interpretation  of any  provision  of this Trust
Agreement.

         19.4  Conflict  with Plan.  In the event of any  conflict  between  the
provisions of the Plan document and this Trust Agreement, the provisions of this
Trust Agreement shall prevail.
                                               
         19.5  Construction.  Whenever used in this Trust Agreement,  unless the
context indicates  otherwise,  the singular shall include the plural, the plural
shall include the singular, and the male gender shall include the female gender.

         19.6  Severability.  If any  provision of this Trust  Agreement is held
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other  provision,  and this Agreement  shall be construed and enforced as if
such provision had not been included.

         19.7 Law to Govern.  This  Trust  Agreement  and the Trust  established
hereunder  shall be governed by and  construed,  enforced  and  administered  in
accordance  with the laws of the  State of  Maryland  and the  Trustee  shall be
liable to account only in the courts of the State of Maryland.

         19.8 Counterparts.  This  Trust  Agreement  may  be  executed  in  any 
number  of  counterparts, each  of  which  shall  be  deemed to be the original 
although the others are not produced.

         19.9  Trustee  as  Successor  Trustee.  If the  Trustee  is acting as a
successor  trustee with respect to the Trust,  the Employer shall  indemnify the
Trustee against all  liabilities  with respect to the Trust arising prior to the
appointment of the Trustee and its acceptance thereof.

         19.10 Plan  Amendments.  Nothing in  this  Trust Agreement  shall cause
the Plan to become  irrevocable, and the Employer retains the sole discretion to
modify, amend or terminate the Plan at any time.

         19.11 ERISA. It is not the intention to this Trust to cause the Plan to
be treated as a funded  plan for  purposes  of the  Employee  Retirement  Income
Security Act of 1974 ("ERISA"). This Trust is not intended to be subject to Part
4 of Title I of ERISA.

         19.12  Effective Date. This Agreement shall be effective as of the date
of transfer to T. Rowe Trust Company of the assets which are to be held in trust
pursuant to this Agreement but in any event no earlier than January 1, 1998.


         IN WITNESS WHEREOF,  this Trust Agreement has been duly executed by the
parties hereto on the 2nd day of January , 1998.
                      ___        ________  ____

Attest:                                     DATA GENERAL CORPORATION


/s/ Suzanne Paul                    By:   /s/ Robert C. McBride
_________________________              ______________________________________


Attest:                                     T. ROWE PRICE TRUST COMPANY

/s/ Patricia Denice                         /s/ David M. Abbey  
_________________________           By:     ___________________________________