<PAGE>

                                                                     EXHIBIT 4.4

                       LOUIS KRAVITZ & ASSOCIATES, INC.
                                        
                       Vitalink Pharmacy Services, Inc.,

                    Retirement Savings and Investment Plan

                            MASTER TRUST AGREEMENT



            It is hereby certified that the following is a true and
             correct copy of the Louis Kravitz & Associates, Inc.
                            Master Trust Agreement,
             as adopted by the Company in the Adoption Agreement.



                       LOUIS KRAVITZ & ASSOCIATES, INC.


                       BY /s/ Louis Kravitz
                          -----------------------



    Copyright  1993 Louis Kravitz & Associates, Inc.  All Rights Reserved.
<PAGE>
 
                       LOUIS KRAVITZ & ASSOCIATES, INC.
                                        
                            MASTER TRUST AGREEMENT
                                        

     This Trust Agreement between the Company and the Trustee is effective as of
the Effective Date specified in the Adoption Agreement.


                                   RECITALS
                                        

     WHEREAS, the Company established the Plan; and

     WHEREAS, the Plan provides among other things, that the Company shall
execute a trust agreement for the purpose of carrying out the Plan; and that
contributions made or caused to be made by the Company and any Employers
pursuant to the Plan shall be paid over to the Trustee; and

     WHEREAS, the Company desires to establish a trust as provided in the Plan
to implement and carry out provisions thereof; and this Trust Agreement is so
designed for that purpose and has been designated as a part of the Plan to meet
the requirements of Sections 401 and 501 of the Internal Revenue Code of 1986,
as amended; and

     WHEREAS, the Company desires the Trustee to act as Trustee of the Trust and
the Trustee is willing to so act pursuant to the terms of this Trust Agreement;

     NOW, THEREFORE,  in consideration of the mutual undertakings of the parties
thereto, it is hereby agreed by the undersigned as follows:
<PAGE>
 
                                   ARTICLE I
                                  DEFINITIONS
                                  -----------

     The following words and phrases when used herein shall have the following
meanings, unless the context clearly indicates otherwise.  All definitions
included in the Plan shall be deemed to be incorporated herein to the extent
necessary.

          1.01  "ADMINISTRATOR" shall be the Plan Administrator named in the
     Adoption Agreement.

          1.02  "COMPANY" shall mean the Company named in the Adoption
     Agreement, or its successor or successors.

          1.03  "EMPLOYER" OR "EMPLOYERS" shall mean the Company and each other
     Affiliated Company which may become an Employer pursuant to the terms of
     the Plan.

          1.04  "ERISA" shall mean Public Law No. 93-406, the Employee
     Retirement Income Security Act of 1974, as amended from time to time.

          1.05  "INVESTMENT MANAGER", if any, shall mean an "investment manager"
     as defined in Section 3(38) of ERISA, appointed by the Administrator in
     accordance with the terms of this Trust Agreement and the Plan.

          1.06  "PLAN" shall mean the Plan named in the Adoption Agreement, as
     amended from time to time.

          1.07  "TRUST" OR "TRUST AGREEMENT" shall mean the Trust named in the
     Adoption Agreement, and the trust agreement set forth herein, as amended
     from time to time.

          1.08  "TRUST FUND" shall mean all sums contributed or transferred to
     this Trust, together with all other property and accruals therefrom, which
     may hereafter become subject to the Trust.

          1.09  "TRUSTEE" OR "TRUSTEES" shall mean the Trustee(s) named in the
     Adoption Agreement.  If more than one Trustee is named in the Adoption
     Agreement, the power to act as Trustee shall require the actions described
     in the Adoption Agreement (e.g., any Trustee acting alone, a majority of
     Trustees acting together, or such other method described in the Adoption
     Agreement).

                                       1
<PAGE>
 
           If there is a change in Trustee pursuant to Sections 4.08 and 4.09,
     the Plan and Trust Agreement need not be amended to include such changes.
     In lieu of an amendment, the written notice of resignation, removal or
     appointment/acceptance, or the formal resolution of the Company shall
     constitute the amendment and be made a part of the Plan and Trust
     Agreement.

                                       2
<PAGE>
 
                                  ARTICLE II
                FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES
                ----------------------------------------------

     2.01  FIDUCIARIES

The following persons are hereby named as fiduciaries under this Trust.

       (a) Fiduciaries With Respect to Appointment of Others
           -------------------------------------------------

           (i) The Company: Acting through its Governing Body, the Company shall
               ------------
       be responsible for the appointment, removal, or replacement of the
       Administrator and the Trustee.

           (ii) The Administrator: The Administrator shall be responsible for
                ------------------
       the appointment, removal, or replacement of any Investment Manager.

       (b) Fiduciary With Respect to Control or Management of the Assets
           -------------------------------------------------------------

           (i) The Trustee: The Trustee shall be the named fiduciary with
               ------------
       respect to the investment of Trust assets only during such times as it
       has exclusive authority and discretion to manage and control the
       investment of the Trust Fund. Otherwise, the Administrator shall be the
       named fiduciary with respect to the investment of the Trust Fund, unless
       the Administrator appoints an Investment Manager.

           (ii) Investment Manager: In its discretion the Administrator may
                -------------------
       appoint one or more Investment Managers to manage, acquire, and dispose
       of all or a portion of the Trust Fund designated by the Administrator.

           (iii) Administrator:  The Administrator may assume the authority to
                 --------------
       manage, acquire, and dispose of all or a portion of the Trust Fund.

       (c) Fiduciary With Respect to Plan Administration: The Administrator
           ----------------------------------------------
    shall be the Fiduciary with respect to administration of the Plan. The
    responsibilities and duties of the Administrator are set forth in the Plan.

     2.02  JOINT FIDUCIARY RESPONSIBILITIES

This Article II is intended to allocate to each Fiduciary the individual
responsibility for the prudent execution of the functions assigned to him.  None
of such responsibilities, nor any other responsibility, shall be shared by two
or more of such Fiduciaries unless such sharing shall be provided by specific
provision of the Plan or of this Trust; and such Fiduciaries have expressly
accepted such responsibilities.  Whenever one Fiduciary is required by the Plan
or the Trust to follow the directions of another Fiduciary, the two Fiduciaries
shall not be deemed to have been assigned a shared responsibility.  The
responsibility of the Fiduciary giving the directions shall be deemed his sole
responsibility.  The responsibility of the Fiduciary receiving those directions
shall be to follow them, insofar as such instructions are consistent with the
provisions of this instrument.

     2.03  ALLOCATION OR DELEGATION OF FIDUCIARY RESPONSIBILITIES

By written instrument, each of the Fiduciaries (other than the Trustee and any
Investment Manager) may allocate to others and delegate to others any of its
rights, powers and duties, terminable upon such notice as the delegating
Fiduciary deems prudent.  Anyone may serve in more than one fiduciary capacity
with respect to the Plan and Trust.

                                       3
<PAGE>
 
     2.04  CO-FIDUCIARY LIABILITY

It is the intent of this Trust Agreement that each of the Fiduciaries under the
Plan and Trust shall be solely responsible for its own acts or omissions.
Except to the extent imposed by ERISA, no Fiduciary shall have the duty to
question whether any other Fiduciary is fulfilling all of the responsibilities
imposed upon such other Fiduciary by ERISA, as the same may be amended from time
to time, or by any regulations or rulings issued thereunder.  No Fiduciary shall
have any liability for a breach of fiduciary responsibility of another Fiduciary
with respect to this Plan and Trust Agreement unless:

       (a) he participates knowingly in such breach;

       (b) he knowingly undertakes to conceal such breach;

       (c) he has actual knowledge of such breach and fails to take responsible
   remedial action to remedy said breach; or,

       (d) he has enabled such other Fiduciary to commit a breach of the
   latter's fiduciary responsibilities through his negligence in performing his
   own specific fiduciary responsibilities under this Trust Agreement.

If the Company establishes more than one trust with a different trustee pursuant
to the terms of the Plan, the Trustee of this Trust and such other trustee(s) of
such other trust(s) shall not be co-trustees (as described in ERISA).  The
Trustee shall act only with respect to the Trust established pursuant to this
Trust Agreement.

     2.05  INDEMNITY

The Company shall indemnify and hold harmless the Trustee and Trust Fund against
any loss or liability, including reasonable attorney fees imposed upon the
Trustee as a result of any acts taken in accordance with written directions; by
reason of failure to act because of no written directions from the
Administrator, Investment Manager or any other person designated to act on their
behalf; or by reason of the Trustee's good faith execution of its duties in the
administration of this Trust, unless such loss or liability is due to the
Trustee's negligence or misconduct.

     2.06  PARTICIPANT DIRECTED FUND

Notwithstanding any provisions of the Trust, a Fiduciary shall not be
responsible for any portion of the Trust attributable to a Participant Directed
Fund.  Rules governing a Participant Directed Fund are contained in the Plan.

                                       4
<PAGE>
 
                                  ARTICLE III
                         INVESTMENT OF THE TRUST FUND
                         ----------------------------

     3.01  POWERS AND RESPONSIBILITIES

Unless otherwise directed in writing by the Administrator, the Trustee shall
have the full power and authority to invest the funds of the Trust in any
investment permitted by law for the investment of the assets of an employee
benefit trust.  The Administrator may appoint an Investment Manager to direct
the investment and management of all or a portion of the Trust Fund, or assume
such responsibilities itself.  The Administrator shall notify the Trustee in
writing of its assumption of investment responsibilities, or of the appointment
of an Investment Manager, and may revoke any such appointment by giving written
notice thereof to the Trustee.  The appointment, selection, and retention of a
qualified Investment Manager shall be solely the responsibility of the
Administrator.  The Trustee is authorized and entitled to rely upon the fact
that said Investment Manager is at all times a qualified Investment Manager
under ERISA, until such time as the Trustee has received a written notice from
the Administrator to the contrary, or otherwise has knowledge of the
disqualification of the Investment Manager.  The Trustee shall rely upon the
fact that said Investment Manager is authorized to direct the investment and
management of the assets of the Trust, until such time as the Administrator
shall notify the Trustee in writing that another Investment Manager has been
appointed in the place and stead of the Investment Manager named; or,
alternatively, that the Investment Manager named has been removed and the
responsibility for the investment and management of the Trust assets has been
transferred back to the Trustee.

In the event an Investment Manager is appointed by the Administrator, he shall
direct the Trustee with respect to the investment and management of all or a
portion of the assets of the Trust Fund.  The Trustee shall not be liable nor
responsible for losses or unfavorable results arising from its compliance with
proper directions of the Investment Manager that are made in accordance with the
terms of the Plan and Trust, and which are not contrary to the provisions of any
applicable Federal or State statute regulating such investment and management of
the assets of an employee benefit trust.  All Investment Manager directions
concerning investments shall be signed by such person or persons, acting on
behalf of the Investment Manager, as may be duly authorized in writing.  The
Trustee shall be under no duty to question any Investment Manager directions;
nor to review any securities or other property of the Trust constituting assets
thereof with respect to which an Investment Manager has investment
responsibility; nor to make any suggestions to such Investment Manager in
connection therewith.  As promptly as possible, the Trustee shall comply with
any written direction given by the Investment Manager hereunder.  The Trustee
shall not be liable in any manner, nor for any reason, for the making or
retention of any investment pursuant to such directions of the Investment
Manager.  The Investment Manager shall not direct the purchase, sale, or
retention of any assets of the Trust Fund, if such directions are not in
compliance with any applicable Federal or State statute regulating such
investment and management of the assets of an employee benefit trust.

During any such period or periods of time an Investment Manager is authorized to

                                       5
<PAGE>
 
direct the investment and management of the Trust assets, the Trustee shall have
no obligation to determine the existence of any conversion, redemption,
exchange, subscription, or other right relating to any securities.  Unless the
Trustee receives written instructions from the Investment Manager within a
reasonable time prior to the expiration of any right described in the preceding
sentence, there shall be no obligation by the Trustee to exercise any such
right.

Except as may be provided in ERISA, the Trustee and Investment Manager shall not
be liable for the acts or omissions of the Administrator or the Employer, nor
shall they be liable or responsible for the portion or portions of the Trust
Fund managed by persons other than themselves.

     3.02  INSURANCE COMPANIES PROTECTED IN DEALING WITH TRUSTEE

Insurance companies issuing contracts to the Trustee under this Trust Agreement
may deal with the Trustee alone in accordance with the terms and conditions of
such contracts.  They shall be fully protected in accepting and acting upon the
request, advice or representation of, or any instrument executed by, the
Trustee.  For all such purposes, the Trustee shall be regarded as sole owner of
such contracts.  No insurance company shall be required to inquire into the
terms of this Trust Agreement, nor to determine whether action taken by the
Trustee is authorized thereby.  No insurance company dealing with the Trustee
shall have any obligation to determine that any person upon whose life the
Trustee makes any contract application is, in fact, an employee of the Employer
or is otherwise eligible for retirement benefits or otherwise participates in
the Plan.  Such insurance company shall not be responsible for:  the validity of
this Trust; the acts of any person or of the Company in its establishment,
maintenance or administration; or the proper application or disposition of any
money paid by such insurance company, either as dividends or as annuity
payments, as death proceeds

                                       6
<PAGE>
 
under contracts, under pledge, or pursuant to surrender thereof.  It shall be
conclusively presumed in favor of insurance companies and others dealing with
the Trust in good faith, that any and all actions taken by the Trustee in
connection with any matter or thing connected with this Trust has been duly
authorized, pursuant to the terms of this Trust Agreement.

     3.03  OWNERSHIP OF INSURANCE CONTRACTS AND PAYMENT OF INSURANCE PREMIUMS

The Administrator may direct the Trustee to acquire insurance or annuity
contracts on the lives of individual Participants, or may direct the Trustee to
enter into a group deposit administration contract or contracts with an
insurance company for the purpose of investing all or a portion of the Trust
Fund.

Subject to the power of the Administrator to direct the Trustee as reserved in
the preceding paragraph of this Section 3.03, the Trustee shall have all the
rights and authority of a legal owner of any insurance or annuity contracts held
in the Trust, including the right to execute all necessary receipts and releases
to the insurer.  However, the Trustee shall have no duty to make applications
for the purchase of any such contracts, or to pay any premiums thereon, or to
exercise any rights, privileges or options, or to take any other action with
respect to such contracts unless the Trustee receives written directions to do
so by the Administrator.

The Trustee shall notify the Administrator upon receipt of notice of any
premiums due on any such contracts held by it, but shall not be liable for
payment of any premiums on any such contracts unless there are sufficient funds
in the Trust available for the payment of such premiums.  The Trustee shall not
have any duty to pay premiums on any such contracts, except out of funds
designated by the Administrator as available therefor.

     3.04  STANDARD OF PRUDENCE

In carrying out each of its responsibilities under this Trust, the Trustee, the
Administrator, the Company, and Investment Manager, if any, shall act solely in
the interest of the Members and Beneficiaries.  They shall act with the care,
skill, prudence, and diligence, under the circumstances then prevailing and in
the conduct of an enterprise of a like character and with like aims, as that
used by a prudent man acting in a like capacity and familiar with such matters.

                                       7
<PAGE>
 
                                  ARTICLE IV
                           RIGHTS, POWERS AND DUTIES

     4.01  GENERAL DUTIES OF THE TRUSTEE

It shall be the duty of the Trustee to hold the funds received from time to time
from the Employer; to manage, invest and reinvest the Trust Fund pursuant to the
provisions hereinafter set forth; and to collect the income therefrom.  Upon
receipt by the Trustee, such funds shall become a part of the corpus of the
Trust Fund, and shall be invested and reinvested as such.  The Trustee shall
make payments from the Trust Fund pursuant to the directions of the
Administrator as hereinafter provided.  The Trustee shall be responsible only
for such sums as shall actually be received by it as Trustee.  It shall not be
the duty of the Trustee to collect any sum from any Employer, nor to determine
or verify the accuracy thereof.  The Trustee shall not be concerned with the
determination of the benefits payable to any Member or Beneficiary under the
Plan.

The Trustee shall use ordinary care and reasonable diligence in the exercise of
its powers and the performance of its duties as Trustee hereunder.  It shall not
be liable for:  any mistake of judgment; any action taken in good faith; or any
loss, unless resulting from its own negligence or willful misconduct; all,
however, subject to the applicable responsibilities imposed upon the Trustee
under ERISA.

     4.02  GENERAL DUTIES OF ADMINISTRATOR

The Administrator shall have the duty, authority and responsibility to direct
the administration of the Plan.  To the extent provided in the Plan and this
Trust, the Trustee shall follow the written directions of the Administrator.

When so directed in writing by the Administrator, the Trustee shall segregate
the Trust Fund, set up special trust accounts, and disburse the Trust Fund when
disbursement becomes proper under the terms of the Plan.  During the existence
of the Plan, the Administrator may not direct that any payments be made which
would cause any portion of the Trust Fund to be used for or diverted to purposes
other than for the exclusive benefit of the Members and Beneficiaries.

     4.03  THIRD PERSONS DEALING WITH TRUSTEE

With respect to any action whatsoever concerning the money, funds or property in
the hands of the Trustee, the signature of the Trustee shall be sufficient as to
any persons not a party hereto.  No person not a party hereto shall be required
to interpret the terms and conditions of the Plan or of this Trust Agreement as
to the authority of the Trustee; nor be responsible for ascertaining that any
action of the Trustee is authorized by the terms of the Plan or of this Trust
Agreement.

     4.04  SPECIFIC POWERS OF TRUSTEE

Except for those of the following powers which are investment powers, and which
have been delegated specifically by the Administrator to an Investment Manager
separate from the Trustee, and subject to all limitations stated elsewhere in
the Plan and Trust Agreement, the Trustee shall have the following powers
affecting the Trust and Trust Fund:

       (a) To hold, invest and reinvest, the principal or income of the Trust
   Fund in bonds, common or preferred stock, other securities, or property
   (personal, real or mixed, improved or unimproved, and tangible or
   intangible);

                                       8
<PAGE>
 
       (b) To hold, invest and reinvest, in any type of interest-bearing account
   maintained by any bank or savings and loan association selected by the
   Trustee, including: any owned by the Trustee or any of its affiliates; or any
   common or collective trust fund, or pooled investment fund, established and
   maintained by the Trustee for trusts exempt under Section 501 of the Internal
   Revenue Code.
 
       The assets so invested shall be subject to all the provisions of the
   instruments establishing and governing such funds. Those instruments of group
   trusts, including any subsequent amendments, are hereby incorporated and made
   a part of this Trust Agreement.

       (c) To acquire an interest as a limited partner in any partnership or
   joint venture, all in accordance with the provisions of ERISA and any
   regulations issued pursuant thereto;

                                       9
<PAGE>
 
       (d) To manage, control, purchase, sell, convey, exchange, partition,
   divide, subdivide, improve, or repair, any or all property of the Trust Fund.
   In connection with any disposal of property, to grant options and sell upon
   deferred payments. Upon termination of the Trust, to sell forthwith any or
   all property of the Trust Fund and convert the same into cash;

       (e) To borrow or raise money for the purpose of the Trust upon such terms
   as the Trustee may determine;

       (f) If the Trust Fund shall at any time contain any real property, to
   lease such property or any part thereof, for terms within or extending beyond
   the duration of the Trust. To grant for like terms the right to mine or drill
   for and remove therefrom gas, oil, and other minerals; to create
   restrictions, easements, and other servitudes thereon;

       (g) With respect to bonds, shares of stock, and other securities: to have
   all the rights, powers, and privileges of an owner, including though without
   limiting the foregoing, the power of voting, giving proxies, payment of
   calls, assessments, and other powers deemed expedient for the protection of
   the interests of the Trust Fund; to participate in voting trusts, pooling
   agreements, assenting to corporate sales, leases and encumbrances, regardless
   of any limitations elsewhere in the Plan and this Trust Agreement relative to
   investments by the Trustee; to have the power of selling or exercising stock
   subscription or conversion rights, participating in foreclosures,
   reorganizations, consolidations, mergers, and liquidations. In connection
   with any such proceedings, to deposit securities with and transfer titles to
   any protective or other committee, under such terms respecting deposit
   thereof as the Trustee shall determine;

       (h) To hold, sell, collect, sue for, or change any investments, in its
   own name or in its name as Trustee or in the name of its nominee or nominees,
   with or without disclosure of fiduciary relationship, with the Trustee being
   responsible for the acts of any such nominee affecting such property, and the
   books of the Trustee showing at all times that all such investments are part
   of the Trust Fund;

                                       10
<PAGE>
 
       (i) To retain all or any portion of the Trust Fund in cash temporarily
    awaiting investment without liability for interest thereon; to retain in
    cash without liability for interest thereon so much of the Trust Fund as the
    Trustee may deem advisable for the purpose of meeting contemplated payments
    under the Plan; and to deposit cash in any bank or savings and loan
    association selected by it, including any owned by the Trustee or any of its
    affiliates;

       (j) To abandon, compromise, contest, and arbitrate claims and demands; to
    institute, compromise, and defend actions at law or equity (but without
    obligation to do so); and to employ such counsel as the Trustee shall deem
    advisable, all at the risk and expense of the Trust Fund;

       (k) To make loans to participants, if provided for in the Plan, and only
    upon the direction of the Administrator;

       (l) To advance its own funds to the Trust, if permitted by law, for any
    Trust purpose. Such advances with legal interest thereon shall be a first
    lien on the principal and the gross income of the Trust Fund, and to be
    first repaid out of the gross income or principal of the Trust Fund;

       (m) Upon any division, or partial or final distribution of the Trust
    Fund, to partition, allot, and distribute the Trust Fund in undivided
    interest or in kind, or partly in money and partly in kind, at fair market
    values determined by the Trustee; and in the Administrator's sole
    discretion, to sell such property as the Administrator may deem necessary to
    make division or distribution;

       (n) To hold, invest and reinvest, in any single premium contract or group
    annuity contract of deposit administration, immediate participation or other
    group-type or individual-type contract issued by a life insurance company
    authorized to do business under the laws of two or more States and qualified
    to be an Investment Manager. However, the Trustee shall not be liable for
    the validity of any statements contained in any application for any such
    contract, which statements cover information beyond the Trustee's knowledge;

      (o) To pay expenses of administering the Plan and Trust pursuant to
    Section 4.07, to the extent such expenses are not paid by the Employer.

All discretions in this Trust Agreement conferred upon the Trustee shall, unless
specifically limited, be absolute.  The enumeration of certain powers and
discretions of the Trustee is not to be construed as limiting its general powers
and discretions.  The Trustee is hereby vested with and has, as to the Trust
Fund, and in the execution of this Trust Agreement (but subject at all times to
any specific provisions and limitations in the Plan and this Trust Agreement
contained), all the powers and discretions that any absolute owner of property
has or may have.

     4.05  RECORDS TO BE MAINTAINED BY TRUSTEE

The Trustee shall maintain full and complete records of its transactions for,
and funds held for the account of, the Trust.  Its books and records relating
thereto shall be open to inspection and audit at all reasonable times by the
Company, the Administrator, or their duly authorized representatives.

     4.06  REPORTS TO BE FURNISHED BY THE TRUSTEE

Within sixty (60) days after the end of each Plan Year and at such other times
determined by the Administrator, the Trustee shall file with the Administrator a

                                       11
<PAGE>
 
written statement of account setting forth all investments, transactions,
receipts, and disbursements effected by it during the period.  Such statement
shall contain an exact description of all property purchased and sold, the cost
or proceeds of sale, and show the investments held on the last day thereof,
including the cost of each item as carried on the books of the Trustee, and the
fair market value thereof, if applicable.

When the Trustee is unable to arrive at a value based upon information from
independent sources, it may rely upon information from the Company,
Administrator, appraisers, or other sources; and shall not incur any liability
for inaccurate valuation based on good faith reliance upon such information.
The reasonable costs incurred in establishing values of Trust assets shall be a
charge against the Trust Fund.

The Administrator may approve the Trustee's written statement of account by
written notice of approval delivered to the Trustee, or by failure to deliver to
the Trustee written objections to such statement of account within sixty (60)
days from the date the statement of account was delivered to the Administrator.

The statement of account shall be deemed approved upon receipt by the Trustee of
the Administrator's written approval of the statement of account, or upon the
passage of the sixty day period of time, except for any matters covered by
written objections that have been delivered to the Trustee by the Administrator
and for which the Trustee has not given an explanation or made an adjustment
satisfactory to the Administrator.

     4.07  COMPENSATION OF THE TRUSTEE, PAYMENT OF TAXES, ETC.

All expenses of administering the Plan and Trust, including the Trustee's
compensation for its services as may from time to time be agreed upon, shall be
paid from the Trust Fund unless paid by the Employer.  However, if the Trustee
is an Employee receiving full-time pay from an Employer, he shall not receive
compensation for his services.  The Trustee is authorized to determine and pay
out of the Trust all other expenses, including taxes, fees, and investment and
other expenses incurred in connection with the administration of the Trust Fund;
or for which the Trust, or the Trustee in discharge of its duties as Trustee
thereunder, may become liable, unless paid by the Employer.  If the Trust or any
part of it shall become liable for the payment of any property, estate,
inheritance, income, or other charge, tax or assessment which the Trustee shall
be required to pay, the Trustee shall be authorized to pay such item out of any
monies or other property in its hands for the account of the persons whose
interest hereunder is liable therefor.  At least ten (10) days prior to making
any such payment, the Trustee shall give the Administrator written notice of its
intention to do so.  Prior to making any transfers or distributions from the
Trust Fund, the Trustee also may require such release or other documents from
any lawful taxing authority as it shall deem necessary or advisable.

Any amount hereunder due the Trustee, or for which the Trustee may become liable
as Trustee under the Plan and this Trust Agreement, which has not been paid by
the Employer within a reasonable time shall become a lien on the Trust Fund and
said amount may be paid by the Trustee from the Trust Fund as an expense
thereof.

In the event any distributions made to Members or Beneficiaries shall constitute
taxable income under the Federal Insurance Contributions Act, the Federal
Unemployment Tax Act, or any amendments thereto, or under the laws of any State,
then at the time distribution is made and upon direction of the Administrator to

                                       12
<PAGE>
 
the Trustee, any Federal or State income tax due thereon shall be withheld from
any distributions made to the Member or Beneficiary.  The amounts so withheld by
the Trustee shall be paid to the respective Federal and State governments.

     4.08  RESIGNATION OR REMOVAL

The Trustee may resign by mailing to the Administrator and the Company, at their
last known addresses, written notice of resignation, which shall become
effective upon the expiration of thirty (30) days following the date of mailing
or upon written acceptance of the resignation by the Company prior to that time.

The Company may remove the Trustee on thirty (30) days written notice, by
mailing to the Trustee written notice of removal (which notice may be waived by
the Trustee).

In the event of its resignation or removal, the Trustee shall transfer, assign
and deliver the Trust Fund to the successor Trustee, after retaining such
reasonable amount it deems necessary to provide for its expenses in the
settlement of its accounts, its compensation, and any taxes or advances
chargeable against or payable out of the Trust Fund and known to the Trustee.
The Trustee shall render a full and complete accounting of all assets and funds
held by it within thirty (30) days of its giving notice of resignation or the
receipt by the Trustee of notice of removal.

Upon acceptance of the Trust and without further assignment or transfer, the
successor shall become vested with all the title, estate, rights and powers
(including discretionary powers), and be subject to all the duties and
obligations of the Trustee originally appointed.  The resigned or removed
Trustee shall have no further responsibility to act hereunder except as to the
rendering of a final accounting.

Until the date it shall have become such successor Trustee, no successor Trustee
shall be liable or responsible for anything done or omitted in the
administration of the Trust; nor, except upon the Administrator's written
direction, shall it be required to inquire into or take any action concerning
the acts of any predecessor Trustee.

Upon the failure of the Company to appoint a successor Trustee by the effective
date of the resignation or removal of the Trustee, the Administrator shall
become successor Trustee until another successor Trustee is appointed.

                                       13
<PAGE>
 
     4.09  FILLING VACANCIES

Vacancies occurring in the trusteeship, however caused, shall be filled by
written designation of the Company of a successor Trustee and the successor
Trustee's written acceptance of the Trust.  Within sixty (60) days after its
occurrence, any vacancy not filled under the foregoing provisions may be filled
by appointment of a Trustee by a court of competent jurisdiction on application
by the Company or any person interested in the Trust.

     4.10  INTERPLEADER, ETC., IN CASE OF DISPUTES

In the event that any dispute shall arise as to the person or persons to whom
payment or delivery of any funds, contracts or property shall be made, the
Trustee may retain such funds, contracts or property without liability for
interest.  Until a satisfactory agreement covering such dispute, or a final
adjudication concerning it, shall have been made, the Trustee may decline to
make delivery.  In such event, the Trustee may file an appropriate action in
interpleader, the costs of same to be borne by the parties thereto, and not by
the Trustee.  However, if the costs described are not borne by the parties, then
they shall be costs of administering the Trust.

     4.11  COURT PROCEEDINGS

In any application to the courts, or proceeding or action in the courts, only
the Company and the Trustee shall be necessary parties, and no Members or other
persons shall be entitled to any notice or service of process.  After all
appeals, if any, any judgment entered in such a proceeding or action shall be
conclusive upon all claimants under this Trust.

     4.12  ADEQUACY OF TRUST FUND

The Trustee shall not be responsible for the adequacy of the Trust Fund to meet
and discharge any or all payments and liabilities under the Plan.  Except for
the Administrator, all persons dealing with the Trustee are released from the
necessity of inquiring into the decision or authority of the Trustee to act, and
from responsibility for the application of any monies, securities or other
property paid or delivered to the Trustee.

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<PAGE>
 
     4.13  DIRECTIONS TO TRUSTEE

As evidence of the authority of any person or persons acting as Administrator,
The Trustee may accept a certified copy of the resolutions of the Governing Body
of the Company naming such person or persons as the Administrator; and shall be
entitled to recognize as such and act upon the instructions, directions,
consents, and requests of the Administrator last certified to it.  The Trustee
may accept, as evidence of any action taken or resolution adopted by the
Administrator, a written memorandum or certificate signed by any one or more
persons authorized in writing by the Administrator to so sign.  The Trustee may
continue to act in accordance with any such action or resolution until receipt
by it of notice rescinding or superseding such action or resolution.

The Trustee shall be held harmless in relying upon any certificate, notice,
resolution, consent, order, or other communication purporting to have been
signed by the Administrator which it believes to be genuine, and without
obligation on the part of the Trustee to ascertain whether or not the provisions
of the Plan are thereby being complied with.

The Trustee shall not be required to make any investigation to determine the
mailing address of any Member or the identity or mailing address of any
Beneficiary, and shall be entitled to withhold making any payments until such
information is certified to it by the Administrator.

Notices or communications from the Trustee to the Administrator shall be
addressed to such person or persons as shall have been certified to the Trustee
by the Administrator, and shall be sent to such person or persons at whatever
address he or they shall have prescribed in writing to the Trustee.

     4.14  ADVICE OF ADMINISTRATOR

If at any time the Trustee is in doubt concerning the course which it shall
follow in connection with any matter relating to the administration of the
Trust, it may request the Administrator to advise it with respect thereto.  The
Trustee may rely, without liability, upon the advice or direction which is given
by the Administrator in response to such request.

                                       15
<PAGE>
 
     4.15  RECEIPT FOR BENEFIT PAYMENT

On final payment or distribution to any Member or his Beneficiary or the legal
representatives of any such person in accordance with the provisions of the Plan
and this Trust Agreement, the Trustee shall be entitled to demand a receipt for
full satisfaction of all claims against the Trust, the Trustee, the
Administrator, and the Employers.

     4.16  INVESTMENT IN SECURITIES OF THE COMPANY

The Administrator may direct that the Trust Fund be invested and reinvested in
the common stock, preferred stocks, bonds, or other securities of the Company;
and to purchase from and to loan to the Company any property (whether real,
personal or mixed), provided such investments are made in accordance with ERISA
and regulations issued thereunder.

Section 407 of ERISA limits the percentage of the Trust Fund that may be
invested in "qualifying employer securities" or "qualifying employer real
properties" (both as defined in Section 407(d) of ERISA).  In general, the
maximum percentage is as follows:

       (a) If the Plan is an "eligible individual account plan" (as defined in
    Section 407(d) of ERISA; e.g., a defined contribution plan, but not a money
    purchase plan [unless a money purchase plan meets certain requirements
    described in clause (iii) of Section 407(d)(3)(A) of ERISA]), up to 100% of
    the Trust Fund may be so invested.

       (b) If the Plan is a defined benefit plan or a money purchase plan which
    is not an "eligible individual account plan", only up to 10% of the Trust
    Fund may be so invested. In general, the preceding 10% is determined as of
    the date of the acquisition of such "qualifying" investments.

     4.17  TRANSFER OF TRUST ASSETS

Upon the direction of the Administrator, the Trustee shall transfer assets to
the trust of another qualified retirement plan, or to such other trust or trusts
created pursuant to the terms of the Plan; and accept the transfer of assets
from a trust created pursuant to a qualified retirement plan.

                                       16
<PAGE>
 
                                   ARTICLE V
                 AMENDMENT, TERMINATION AND DURATION OF TRUST

     5.01  AMENDMENT

The Company shall have the right at any time and from time-to-time to modify or
amend this Trust Agreement in whole or in part.  However, except as otherwise
expressly provided in the Plan and Trust, no amendment shall be made at any time
pursuant to which the Trust Fund may be diverted to purposes other than for the
exclusive benefit of the Members and Beneficiaries.  Further, no modification or
amendment which affects the rights, duties or responsibilities of the Trustee
may be made without the Trustee's consent.

Notwithstanding anything contained herein to the contrary, upon reasonable
notice to the Trustee, this Trust Agreement may be amended at any time by the
Company if deemed necessary to conform to the provisions and requirements of
ERISA or the Internal Revenue Code or regulations promulgated pursuant thereto
in order to maintain the tax-exempt status hereof thereunder, or to conform to
the provisions and requirements of any law, regulation, order or ruling
affecting the character or purpose of the Plan or Trust.

     5.02  TERMINATION

This Trust Agreement may be terminated at any time by a written instrument
signed on behalf of the Company by its appropriate officer or officers and
delivered to the Trustee.  As the result of such termination, no part of the
Trust Fund shall be used for or diverted to purposes other than for the
exclusive benefit of the persons entitled to benefits under the Plan, except as
provided in this Section 5.02, or as otherwise expressly provided for in the
Plan and Trust.

Notwithstanding anything contained in this Trust Agreement to the contrary, if
the Plan is a defined benefit pension plan (as defined by ERISA), and upon
termination of the Plan there remains funds in the Trust Fund after payment of
all expenses and the satisfaction of all liabilities with respect to persons
entitled to benefits under the Plan, then the Trustee shall disburse such
remaining funds in accordance with the provisions of the Plan, which may include
returning such funds to an Employer.

     5.03  TRUST IRREVOCABLE

The Trust hereby created shall be irrevocable.  However, nothing herein
contained shall prevent the Company from terminating the Trust in the manner
provided in Section 5.02.

     5.04  DURATION OF TRUST

The Trust hereby created shall continue in effect for the maximum period of time
permitted by law, unless this Trust is terminated in accordance with Section
5.02.

                                       17
<PAGE>
 
                                  ARTICLE VI
                                 MISCELLANEOUS

     6.01  RELATION TO PLAN

All words and phrases used herein shall have the same meaning as in the Plan,
and this Trust Agreement and the Plan shall be read and construed together.  In
the event of an irreconcilable conflict between this Trust Agreement and the
Plan with regards to the duties, liabilities, rights, and powers of the Trustee,
this Trust Agreement shall prevail and control.  Whenever in the Plan it is
provided that the Trustee shall act as therein provided, it shall be empowered,
and is hereby authorized, to do so for all purposes as fully as though
specifically so provided herein.  However, no amendments to the Plan made
subsequent to the date hereof which substantially increase the duties or
responsibilities of the Trustee shall bind or affect the Trustee until approved
in writing by the Trustee.  The Administrator shall furnish the Trustee with
copies of the Plan and all amendments thereto.

     6.02  ASSIGNMENT

Except as may be provided in the Plan, none of the benefits, payments, proceeds,
claims or rights of any Member or Beneficiary hereunder shall be subject to any
claims of any creditor of any Member or Beneficiary.  In particular, the same
shall not be subject to attachment or garnishment or other legal process by any
creditor of any Member or Beneficiary.  No Member or Beneficiary shall have the
right to alienate, anticipate, commute, pledge, encumber, or assign any of the
benefits which he may expect to receive, contingently or otherwise, under this
Trust Agreement and the Plan.  The provisions of this Section shall not apply in
the case of a Qualified Domestic Relations Order.

     6.03  SUCCESSOR COMPANY

If any successor to the Company continues the Plan, it shall concurrently become
a successor party to this Trust Agreement by giving to the Trustee written
notice by duly authorized persons of its adoption of the Plan and this Trust
Agreement.  Said written notice shall constitute such successor a signatory
hereto.

     6.04  USE OF TRUST FUNDS

Except as provided for in this Trust Agreement and the Plan, under no
circumstances shall any contributions by an Employer to the Trust, or any part
of the Trust Fund, be recoverable by an Employer from the Trustee, or be used
for or diverted to purposes other than for the exclusive purposes of providing
benefits to Members and Beneficiaries; provided, however, that:

       (a) In the event an Employer requests an initial letter of determination
     from the Internal Revenue Service to the effect that the Plan and this
     Trust satisfy the requirements of Sections 401 and 501 of the Internal
     Revenue Code, but such request is denied, the contributions of such
     Employer shall be returned by the Trustee to the Employer within one (1)
     year of such denial, but only if the request was made by the time
     prescribed by law for filing the Employer's return for the taxable year in
     which the Plan is adopted, or such later date as the Secretary of the
     Treasury may prescribe.

       (b) To the extent disallowed as a deduction under the Internal Revenue
     Code Section 404, a contribution of an Employer for any Plan Year shall be
     returned

                                       18
<PAGE>
 
    by the Trustee to the Employer within one (1) year after the final
    disallowance of the deduction by the Internal Revenue Service or the Courts.

       (c) A contribution made by an Employer due to a mistake of fact may be
    returned to the Employer within one (1) year after payment of the
    contribution.

     6.05  UNENFORCEABLE PROVISIONS

If any provision of this Trust Agreement shall be for any reason invalid or
unenforceable, the remaining provisions shall, nevertheless, be carried into
effect.

     6.06  CONSTRUCTION

This Trust Agreement shall be construed, administered, and enforced fairly and
equitably in accordance with the purposes of the Plan and in accordance with
ERISA and the Internal Revenue Code; and where State law is applicable, under
laws of the state specified in the Adoption Agreement.

     6.07  POOLING OF ASSETS

In the event the Company adopts or becomes a contributing employer under another
plan which is qualified under Section 401(a) of the Internal Revenue Code of
1954, as amended, or any successor to such Section 401(a) plan, the Trustee from
time to time may pool all or any portion of the assets of this Trust Fund with
assets belonging to such other tax-qualified plan into one single Trust Fund.
The Trustee may commingle such assets, make joint or common investments, and
carry joint accounts on behalf of this Trust Fund and such other trust,
allocating undivided shares or interests in such investments or accounts or in
any pooled assets to the two or more trusts in accordance with their respective
interests.  The Trustee may also buy or sell any assets or undivided interests
therein in this Trust Fund, or in any other trust with which the assets of this
Trust Fund may be pooled, to or from this Trust Fund or such other trust at such
prices or valuations as the Trustee may in good faith determine to be the fair
market value of such assets or undivided interests.

     6.08  INDEMNITY AND INSURANCE

This Section shall apply only if the Trustee or Trustees are individuals
employed by the Company or an Employer.  This Section shall not apply if the
Trustee is a bank, trust company, insurance company or other corporation.

In its discretion, the Company may obtain, pay for, and keep current a policy or
policies of insurance, insuring the Trustees against any and all liabilities,
costs and expenses (including attorney's fees) incurred by the Trustees as a
result of any act, or omission to act, in connection with the performance of
their duties, responsibilities, and obligations under the Plan and Trust and any
applicable Federal or State law.

If the Company does not obtain, pay for, and keep current any type of insurance
policy or policies referred to in the preceding paragraph, or if such insurance
is provided but the Trustees incur any costs or expenses which are not covered
under such policies, then, in either event, the Company, to the extent permitted
by law, shall indemnify and hold harmless such parties against any and all
costs, expenses, and liabilities incurred by such parties in performing their
duties and responsibilities under the Plan and Trust, including attorney's fees,
provided such party or parties were acting in good faith within what was
reasonably believed to have been in the best interests of the Plan and Trust and
the Participants and Beneficiaries of the Plan and Trust.

                                       19