TRUST AGREEMENT UNDER OREGON METALLURGICAL CORPORATION
                               (OREMET) EMPLOYEE STOCK OWNERSHIP PLAN


        THIS TRUST AGREEMENT (HEREINAFTER CALLED THE "TRUST") MADE AS
OF THE 1ST DAY OF JANUARY, 1995, BY AND BETWEEN OREGON
METALLURGICAL CORPORATION (HEREINAFTER CALLED THE "COMPANY") AND
KEY TRUST COMPANY OF THE NORTHWEST (HEREINAFTER CALLED THE
"TRUSTEE").

                                             WITNESSETH:

        WHEREAS, THE OREGON METALLURGICAL CORPORATION (OREMET)
EMPLOYEE STOCK OWNERSHIP PLAN (HEREINAFTER CALLED THE "PLAN") HAS
BEEN ESTABLISHED BY THE COMPANY; AND

        WHEREAS, THE COMPANY DESIRES THE TRUSTEE TO ACT AS TRUSTEE
UNDER THIS TRUST AND THE TRUSTEE IS WILLING SO TO ACT IN ACCORDANCE
WITH THE TERMS OF THIS TRUST;

        NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE
MUTUAL COVENANTS HEREIN CONTAINED, THE COMPANY AND THE TRUSTEE DO
HEREBY COVENANT AND AGREE AS FOLLOWS:

        1.  TRUST FUND.  THE TRUSTEE SHALL RECEIVE FROM THE COMPANY
CASH OR OTHER PROPERTY ACCEPTABLE TO THE TRUSTEE.  ALL ASSETS SO
RECEIVED TOGETHER WITH THE INCOME THEREFROM AND ANY OTHER INCREMENT
THEREON (HEREINAFTER CALLED THE "TRUST FUND") SHALL BE HELD,
MANAGED AND

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ADMINISTERED BY THE TRUSTEE PURSUANT TO THE TERMS OF THIS TRUST
WITHOUT DISTINCTION BETWEEN PRINCIPAL AND INCOME.  THE TRUSTEE
SHALL NOT BE RESPONSIBLE FOR THE COLLECTION OF ANY CONTRIBUTIONS TO
BE MADE UNDER THE PLAN AND THE TRUSTEE SHALL BE RESPONSIBLE ONLY
FOR MONEY OR OTHER PROPERTY RECEIVED BY IT PURSUANT TO THIS TRUST. 
THE TRUSTEE SHALL BE UNDER NO DUTIES WHATSOEVER IN RESPECT OF THE
ADMINISTRATION OF THE PLAN.  THE TRUSTEE SHALL HAVE ONLY THOSE
RESPONSIBILITIES SPECIFICALLY IMPOSED UPON IT BY THE PROVISIONS OF
THIS TRUST AND NEITHER THE PLAN NOR ANY OTHER INSTRUMENT TO WHICH
THE TRUSTEE IS NOT A PARTY, INCLUDING BUT NOT LIMITED TO ANY
AGREEMENT ENTERED INTO BETWEEN ANY ONE OR MORE OF THE ESOP
ADMINISTRATORS APPOINTED BY THE COMPANY TO ADMINISTER THE PLAN OR
TO DIRECT INVESTMENTS UNDER THIS TRUST, INCLUDING WITHOUT
LIMITATION, THE TWO PERSON COMMITTEE UNDER THE PLAN KNOWN AS THE
ESOP ADMINISTRATORS (HEREINAFTER REFERRED TO AS THE "ESOP
ADMINISTRATORS") AND AN INVESTMENT MANAGER APPOINTED PURSUANT TO
SUBPARAGRAPH B OF PARAGRAPH 4 BELOW, SHALL IMPOSE ANY DUTIES OR
OBLIGATIONS UPON THE TRUSTEE WITH RESPECT TO THE TRUST FUND.

        2.  DISTRIBUTIONS.  SUBJECT TO THE PROVISIONS OF PARAGRAPHS 3
AND 4, THE TRUSTEE SHALL FROM TIME TO TIME ON THE DIRECTIONS OF THE
ESOP ADMINISTRATORS, EACH OF WHICH IS HEREBY DESIGNATED A "NAMED
FIDUCIARY" AS THAT TERM IS DEFINED IN THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974 (AS AMENDED, "ERISA"), MAKE
DISTRIBUTIONS OUT OF THE TRUST FUND TO SUCH PERSONS, WHETHER
NATURAL OR LEGAL, IN SUCH MANNER, IN SUCH AMOUNTS, AND FOR SUCH

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PURPOSES, INCLUDING THE PURCHASE OF LIFE INSURANCE AND/OR ANNUITY
CONTRACTS, AS MAY BE SPECIFIED IN THE DIRECTIONS OF THE ESOP
ADMINISTRATORS.  THE TRUSTEE SHALL BE UNDER NO DUTY TO MAKE
INQUIRIES AS TO WHETHER ANY DISTRIBUTION DIRECTED BY THE ESOP
ADMINISTRATORS IS MADE PURSUANT TO THE PROVISIONS OF THE PLAN.

        3.  PROHIBITION AGAINST DIVERSION.  NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS TRUST, OR IN ANY AMENDMENT
THERETO, IT SHALL BE IMPOSSIBLE, AT ANY TIME PRIOR TO THE
SATISFACTION OF ALL LIABILITIES WITH RESPECT TO THE PARTICIPANTS
UNDER THE PLAN (THE "PARTICIPANTS") OR THEIR BENEFICIARIES, FOR ANY
PART OF THE TRUST FUND, OTHER THAN SUCH PART AS IS REQUIRED TO PAY
TAXES AND ADMINISTRATION FEES AND EXPENSES, TO BE USED FOR, OR
DIVERTED TO, PURPOSES OTHER THAN FOR THE EXCLUSIVE USE OF THE
PARTICIPANTS UNDER THE PLAN OR THEIR BENEFICIARIES.  IN MAKING A
DISTRIBUTION UPON A DIRECTION AS AUTHORIZED IN PARAGRAPH 2, THE
TRUSTEE MAY ACCEPT SUCH DIRECTION AS A CERTIFICATION THAT SUCH
PAYMENT COMPLIES WITH THE PROVISIONS OF THIS PARAGRAPH 3 AND NEED
MAKE NO FURTHER INVESTIGATION.

        4.     POWERS, DUTIES AND IMMUNITIES OF THE TRUSTEE.

               A.  GENERAL.  The Trustee shall administer the Trust Fund
as a nondiscretionary Trustee, and the Trustee shall not have any
discretion or authority with regard to the investment of the Trust
Fund and shall act solely as a directed Trustee of the Trust Fund. 
Notwithstanding anything herein to the contrary, it is intended
that the Trust Fund be invested primarily in the

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common stock of the Company.  The Trustee, as a nondiscretionary
Trustee, as may be directed by the ESOP ADMINISTRATORS (or the
Participants to the extent provided herein pursuant to the terms of
the Plan) is authorized and empowered, by way of limitation, with
the following powers, rights and duties, each of which the Trustee
shall exercise in a nondiscretionary manner as directed in
accordance with the direction of the ESOP ADMINISTRATORS or the
Participants (each as a Named Fiduciary), except to the extent that
Plan assets are subject to the control and management of a properly
appointed Investment Manager AS OTHERWISE PROVIDED IN THIS
PARAGRAPH 4:

               (I)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE TRUSTEE
        MAY SELL, WRITE OPTIONS ON, LEASE FOR ANY TERM OR TERMS (WITH
        OR WITHOUT OPTION TO PURCHASE), TRANSFER OR EXCHANGE ALL OR
        ANY PART OF THE PROPERTY HELD BY IT IN THE TRUST FUND AND ALL
        PROPERTY THAT MAY FROM TIME TO TIME BE SUBSTITUTED THEREFOR OR
        ADDED THERETO, AT SUCH PRICES AND UPON SUCH TERMS AND
        CONDITIONS AND IN SUCH MANNER AS IT SHALL DEEM ADVISABLE.

               (II)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE TRUSTEE
        SHALL INVEST AND REINVEST ALL OR SUCH PART OF THE TRUST FUND
        AS IT SHALL DEEM ADVISABLE IN SUCH NOTES, DEBENTURES, BONDS,
        STOCKS, MUTUAL FUNDS (INCLUDING WITHOUT LIMITATION MUTUAL
        FUNDS TO WHICH THE TRUSTEE OR ANY AFFILIATE MAY SERVE AS
        INVESTMENT ADVISOR, UNDERWRITER, MANAGER, ADMINISTRATOR,
        DISTRIBUTOR, CUSTODIAN, TRANSFER AGENT OR IN ANY OTHER
        CAPACITY, FOR WHICH THE TRUSTEE OR ANY SUCH AFFILIATE MAY
        RECEIVE A FEE FROM SUCH FUND OR COMPANY (HEREINAFTER CALLED
        "PROPRIETARY MUTUAL FUNDS"); PROVIDED, HOWEVER, THAT IF THE
        TRUSTEE PURCHASES AS AN INVESTMENT UNITS IN A PROPRIETARY
        MUTUAL FUND FOR WHICH IT (OR ANY AFFILIATE) SERVES IN ONE OR
        MORE OF THE FOREGOING CAPACITIES AND FOR WHICH IT (OR ANY
        AFFILIATE) RECEIVES A FUND-LEVEL FEE, THE TRUSTEE SHALL NOTIFY
        THE ESOP ADMINISTRATORS, OR ANOTHER INDEPENDENT FIDUCIARY, IN
        WRITING, OF ITS INTENTION TO MAKE SUCH INVESTMENTS AND SHALL
        OBTAIN THE WRITTEN CONSENT OF THE ESOP ADMINISTRATORS, AND/OR
        SUCH OTHER FIDUCIARY AS MAY BE REQUIRED UNDER ERISA, TO THE
        FEE ARRANGEMENT),

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        LIMITED PARTNERSHIP INTERESTS, TRUST CERTIFICATES AND OTHER
        SECURITIES OR OPTIONS THEREON, INCLUDING STOCKS AND OTHER
        SECURITIES ISSUED BY THE COMPANY OR ANY SUBSIDIARY OR
        AFFILIATE THEREOF (ALL OF WHICH ARE HEREIN CALLED
        "SECURITIES"), LOANS, TIME AND SAVINGS DEPOSITS (INCLUDING
        SAVINGS DEPOSITS AND CERTIFICATES OF DEPOSIT IN THE TRUSTEE OR
        ANY AFFILIATE OF THE TRUSTEE IF SUCH DEPOSITS BEAR A
        REASONABLE RATE OF INTEREST), COMMERCIAL PAPER (INCLUDING
        PARTICIPATION IN POOLED COMMERCIAL PAPER ACCOUNTS), ANNUITY
        AND INSURANCE CONTRACTS (INCLUDING, BUT NOT LIMITED TO,
        RETIREMENT INCOME CONTRACTS OR CONTRACTS OF THE DEPOSIT
        ADMINISTRATION TYPE OR FOR THE ACCUMULATION OF INTEREST), REAL
        ESTATE, REAL ESTATE MORTGAGES AND OTHER KINDS OF PROPERTY OF
        EVERY KIND AND DESCRIPTION, AS THE TRUSTEE MAY DEEM PROPER AND
        SUITABLE.  THE TRUSTEE MAY INVEST IN UNITS OF ANY ONE OR MORE
        COLLECTIVE TRUST FUNDS, INCLUDING BUT NOT LIMITED TO THE KEY
        TRUST MULTIPLE INVESTMENT TRUST FOR EMPLOYEE BENEFIT TRUSTS,
        THE KEY TRUST EB MANAGED GUARANTEED INVESTMENT CONTRACT FUND,
        OR IN UNITS OF ANY OTHER GROUP OR COLLECTIVE TRUST FUND
        HERETOFORE OR HEREAFTER CREATED, WHICH SHALL HAVE BEEN
        DETERMINED BY THE INTERNAL REVENUE SERVICE TO BE A "POOLED
        FUND ARRANGEMENT" AS DESCRIBED IN REVENUE RULING 81-100, AND
        WHICH SHALL BE ADMINISTERED BY THE TRUSTEE OR ANY OTHER
        AFFILIATED BANK, TRUST COMPANY OR CORPORATION, OR ANY OF THEIR
        SUCCESSORS OR ASSIGNS, OR ANY INVESTMENT MANAGER APPOINTED
        HEREUNDER OR ANOTHER FIDUCIARY HEREUNDER; PROVIDED, HOWEVER,
        SUCH INVESTMENT MANAGER OR OTHER FIDUCIARY QUALIFIES AS AN
        INVESTMENT MANAGER UNDER SECTION 3(38) OF ERISA (HEREINAFTER
        CALLED A "COLLECTIVE TRUST FUND"), IRRESPECTIVE OF THE
        PROPORTION OF THE TRUST FUND REPRESENTED BY ANY SUCH
        INVESTMENT OR ANY DELEGATION OF AUTHORITY RESULTING THEREFROM.
        AS LONG AS THE TRUSTEE HOLDS ANY GROUP OR COLLECTIVE TRUST
        FUND UNITS HEREUNDER, THE INSTRUMENTS ESTABLISHING AND/OR
        AMENDING ANY SUCH COLLECTIVE TRUST FUND SHALL BE ADOPTED AND
        MADE A PART OF THIS TRUST AS THOUGH FULLY SET FORTH HEREIN. 
        NOTWITHSTANDING THE FOREGOING, THE TRUSTEE SHALL BE UNDER NO
        OBLIGATION TO INVEST IN ANY ASSET NOT REGULARLY OFFERED BY IT
        AS AN INVESTMENT OPTION UNLESS IT AGREES TO DO SO IN WRITING. 
        TO THE EXTENT THAT THE TRUSTEE AGREES TO INVEST IN AND HOLD
        ANY ASSET NOT REGULARLY OFFERED BY IT AS AN INVESTMENT OPTION,
        THE TRUSTEE'S OBLIGATIONS WITH RESPECT TO THE ADMINISTRATION
        OF THAT ASSET SHALL BE LIMITED TO THOSE OF A CUSTODIAN.

               (III)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE TRUSTEE
        MAY (A) EXERCISE ANY EXCHANGE PRIVILEGES, CONVERSION
        PRIVILEGES AND/OR SUBSCRIPTION RIGHTS AVAILABLE IN CONNECTION
        WITH ANY PROPERTY AT ANY TIME HELD BY IT; (B) CONSENT TO, OR
        DISSENT FROM, THE REORGANIZATION, CONSOLIDATION, MERGER OR
        READJUSTMENT OF THE FINANCES OF, OR THE SALE, MORTGAGE, PLEDGE
        OR LEASE OF THE PROPERTY OF, ANY CORPORATION, COMPANY OR

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        ORGANIZATION, ANY OF THE SECURITIES OF WHICH MAY AT ANY TIME
        BE HELD BY IT; (C) DEPOSIT ANY PROPERTY HELD HEREUNDER WITH
        ANY PROTECTIVE, REORGANIZATION OR SIMILAR ESOP ADMINISTRATORS
        AND DELEGATE DISCRETIONARY POWER THERETO; AND (D) DO ANY ACT
        WITH REFERENCE TO THE MATTERS IN THIS PARAGRAPH, INCLUDING BUT
        NOT LIMITED TO THE EXERCISE OF OPTIONS, MAKING OF AGREEMENTS
        OR SUBSCRIPTIONS AND THE PAYMENT OF EXPENSES, ASSESSMENTS OR
        SUBSCRIPTIONS, WHICH THE TRUSTEE MAY DEEM NECESSARY OR
        ADVISABLE IN CONNECTION THEREWITH.

               (IV)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE TRUSTEE
        MAY RETAIN FOR SUCH TIME AS IT MAY DEEM ADVISABLE ANY PROPERTY
        ACQUIRED BY IT PURSUANT TO THE PRECEDING PARAGRAPH WHETHER OR
        NOT SUCH PROPERTY WOULD NORMALLY BE PURCHASED AS AN INVESTMENT
        HEREUNDER.

               (V)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE TRUSTEE
        MAY VOTE ANY STOCK OR OTHER SECURITIES AND EXERCISE ANY RIGHT
        APPURTENANT TO ANY STOCK, OTHER SECURITIES OR OTHER PROPERTY
        HELD HEREUNDER, EITHER IN PERSON OR BY GENERAL OR LIMITED
        PROXY, POWER OF ATTORNEY OR OTHER INSTRUMENT, EXCEPT AS THE
        SAME IS MODIFIED BY SUBPARAGRAPH B OF THIS PARAGRAPH 4
        RELATING TO COMPANY STOCK.

               (VI)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE TRUSTEE
        MAY MANAGE, OPERATE, REPAIR AND IMPROVE ANY REAL OR PERSONAL
        PROPERTY HELD BY IT IN THE TRUST FUND.

               (VII)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE TRUSTEE
        MAY (A) RENEW OR EXTEND OR PARTICIPATE IN THE RENEWAL OR
        EXTENSION OF ANY DEBT OWING TO THE TRUST FUND, UPON SUCH TERMS
        AS IT MAY DEEM ADVISABLE, AND AGREE TO A REDUCTION IN THE RATE
        OF INTEREST ON ANY SUCH DEBT OR TO ANY OTHER MODIFICATION OR
        CHANGE IN THE TERMS OF ANY MORTGAGE OR OF ANY GUARANTEE
        PERTAINING THERETO, IN SUCH MANNER AND TO SUCH EXTENT AS IT
        MAY DEEM ADVISABLE FOR THE PROTECTION OF THE TRUST FUND OR THE
        PRESERVATION OF THE VALUE OF THE INVESTMENT; (B) WAIVE ANY
        DEFAULT WHETHER IN THE PERFORMANCE OF ANY COVENANT OR
        CONDITION OF ANY EVIDENCE OF SUCH INDEBTEDNESS OR MORTGAGE OR
        IN THE PERFORMANCE OF ANY GUARANTEE OR ENFORCE ANY RIGHTS
        AVAILABLE TO THE TRUSTEE BY REASON OF ANY SUCH DEFAULT IN SUCH
        MANNER AND TO SUCH EXTENT AS IT MAY DEEM ADVISABLE; (C)
        EXERCISE AND ENFORCE ANY AND ALL RIGHTS OF FORECLOSURE, BID IN
        PROPERTY AT FORECLOSURE, TAKE A DEED IN LIEU OF FORECLOSURE
        WITH OR WITHOUT PAYING A CONSIDERATION THEREFOR AND IN
        CONNECTION THEREWITH RELEASE THE OBLIGATION ON ANY NOTE OR
        OTHER EVIDENCE OF INDEBTEDNESS SECURED BY SUCH MORTGAGE; AND
        (D) EXERCISE AND ENFORCE IN ANY ACTION,

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        SUIT OR PROCEEDING AT LAW OR IN EQUITY ANY RIGHTS OR REMEDIES
        IN RESPECT TO ANY SUCH DEBT, MORTGAGE OR GUARANTEE.

               (VIII)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE
        TRUSTEE MAY SETTLE, COMPROMISE OR SUBMIT TO ARBITRATION ANY
        CLAIMS, DEBTS OR DAMAGES DUE TO OR OWING FROM THE TRUST FUND,
        COMMENCE, AND DEFEND SUITS OR LEGAL PROCEEDINGS AND ACT, IN
        ITS CAPACITY AS TRUSTEE, AS THE NAMED PARTY IN ALL SUITS OR
        LEGAL PROCEEDINGS BROUGHT BY OR AGAINST THE TRUST FUND.

               (IX)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE TRUSTEE
        MAY FORM OR JOIN WITH OTHERS IN THE FORMATION OF SUCH
        CORPORATIONS AS SHALL BE DEEMED ADVISABLE IN CONNECTION WITH
        THE ADMINISTRATION OR DISTRIBUTION OF THE TRUST FUND AND
        TRANSFER TO ANY SUCH CORPORATION SUCH PROPERTY AS THE TRUSTEE
        SHALL IN ITS DISCRETION DEEM ADVISABLE.

               (X)  AT THE DIRECTION OF A NAMED FIDUCIARY, THE TRUSTEE
        MAY BORROW FROM ANY LENDER (INCLUDING A PARTY IN INTEREST AS
        DEFINED IN SECTION 3(14) OF ERISA)  TO FINANCE THE ACQUISITION
        OF SHARES OF COMMON STOCK OF THE COMPANY, GIVING ITS NOTE AS
        TRUSTEE WITH SUCH REASONABLE INTEREST AND SECURITY FOR THE
        LOAN AS MAY BE APPROPRIATE OR NECESSARY;  PROVIDED, HOWEVER,
        THAT ANY SUCH BORROWING SHALL COMPLY WITH THE PROVISIONS OF
        SECTION 5 OF THE PLAN;

               (XI)  THE TRUSTEE MAY HOLD SECURITIES IN BEARER FORM AND
        MAY REGISTER SECURITIES AND OTHER PROPERTY HELD IN THE TRUST
        FUND IN ITS OWN NAME OR IN THE NAME OF A NOMINEE, COMBINE
        CERTIFICATES REPRESENTING SECURITIES WITH CERTIFICATES OF THE
        SAME ISSUE HELD BY THE TRUSTEE IN OTHER FIDUCIARY CAPACITIES,
        AND DEPOSIT, OR ARRANGE FOR DEPOSIT OF PROPERTY WITH ANY
        DEPOSITORY BUT THE BOOKS AND RECORDS OF THE TRUSTEE SHALL AT
        ALL TIMES SHOW THAT ALL SUCH SECURITIES ARE PART OF THE TRUST
        FUND.

               (XII)  THE TRUSTEE MAY HOLD IN ITS BANKING DEPARTMENT
        UNINVESTED AND UNPRODUCTIVE OF INCOME, WITHOUT LIABILITY FOR
        INTEREST THEREON, EXCEPT SUCH AS MAY BE ALLOWED IN ACCORDANCE
        WITH ITS REGULATIONS, SUCH PART OF THE TRUST FUND AS IS
        REASONABLE UNDER THE CIRCUMSTANCES.

               (XIII)  THE TRUSTEE MAY MAKE, EXECUTE AND DELIVER, AS
        TRUSTEE, WITH OR WITHOUT A PROVISION FOR NO INDIVIDUAL
        LIABILITY ON ITS PART, ANY AND ALL CONVEYANCES, NOTES,

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        CONTRACTS, WAIVERS, RELEASES, LEASES, ASSIGNMENTS, MORTGAGES,
        OPTIONS, POWERS OF ATTORNEY OR OTHER INSTRUMENTS IN WRITING
        THAT THE TRUSTEE MAY DEEM NECESSARY OR ADVISABLE IN
        ADMINISTERING THE TRUST FUND.

               (XIV)  THE TRUSTEE MAY EMPLOY, at the expense of the
        Company or the Trust Fund, agents and delegate to them such
        duties as the Trustee sees fit; the Trustee shall not be
        responsible for any loss occasioned by any such agents
        selected by it with reasonable care; the Trustee may consult
        with legal counsel (who may be counsel for the Company)
        concerning any questions which may arise with reference to its
        power or duties under the Plan, and the written opinion of
        such counsel shall be full and complete protection with
        respect to any action taken or not taken by the Trustee in
        good faith and in accordance with the written opinion of such
        counsel.

               (XV)  THE TRUSTEE MAY pay out of the Trust Fund any taxes
        imposed or levied with respect to the Trust Fund and may
        contest the validity or amount of any tax, assessment,
        penalty, claim or demand respecting the Trust Fund; however,
        unless the Trustee shall have first been indemnified to its
        satisfaction, it shall not be required to contest the validity
        of any tax, or to institute, maintain or defend against any
        other action or proceeding either at law or in equity.

               (XVI)  THE TRUSTEE MAY make loans to Participants in
        accordance with policies established by the Company or the
        ESOP Administrators and in accordance with the terms of the
        Plan and to segregate or otherwise identify property of the
        Trust Fund as directed by the ESOP Administrators for such
        purpose including providing collateral for loans made pursuant
        to the Plan.

               (XVII)  WITHOUT LIMITATION OF THE FOREGOING, THE TRUSTEE
        MAY DO ALL SUCH ACTS, EXECUTE ALL SUCH INSTRUMENTS, TAKE ALL
        SUCH PROCEEDINGS AND EXERCISE ALL SUCH RIGHTS, POWERS AND
        PRIVILEGES WITH RELATION TO ANY ASSETS CONSTITUTING A PART OF
        THE TRUST FUND, AS IT MAY DEEM NECESSARY OR ADVISABLE TO CARRY
        OUT THE PURPOSES OF THIS TRUST.

               B.  DIRECTED INVESTMENTS.  THE COMPANY OR THE ESOP
Administrators SHALL HAVE THE FOLLOWING POWERS AND RESPONSIBILITIES
WITH RESPECT TO THE ASSETS HELD IN THE TRUST FUND:

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               (I)  COMPANY OR ESOP Administrators Direction.  The
        assets of the Trust Fund shall be held in such number of
        Investment Funds (the "Investment Funds") as the ESOP
        Administrators and the Trustee may agree, plus a Company Stock
        Fund if elected by the ESOP Administrators and permitted by
        the terms of the Plan, as the ESOP Administrators shall
        designate in writing on the Investment Fund Designation form
        affixed hereto.  Such Investment Funds shall be selected by
        the ESOP Administrators subject to the Trustee's agreement to
        administer such investments under this Agreement.  The ESOP
        Administrators hereby acknowledge that, available as In-
        vestment Funds are interests in Proprietary Mutual Funds and
        Collective Funds.  The ESOP Administrators acknowledge that as
        a Named Fiduciary, they have the sole responsibility for
        selection of the Investment Funds offered under the Plan, and
        have done so on the basis of the ESOP Administrators'
        determination, after due inquiry, of the appropriateness of
        the selected Investment Funds as vehicles for the investment
        of Plan assets pursuant to the terms of the Plan, considering
        all relevant facts and circumstances, including but not
        limited to (a) the investment policy and philosophy of the
        Company developed pursuant to ERISA <SUBSECTION> 402(b)(1); (b) the
        Participants, including average level of investment experience
        and sophistication; (c) the ability of Participants, using an
        appropriate mix of Investment Funds, to diversify the
        investment of Plan assets held for their benefit; (d) the
        ability of Participants, utilizing an appropriate mix of
        Investment Funds, to structure an investment portfolio within
        their account in the Plan with risk and return characteristics
        within the normal range of risk and return characteristics for
        individuals with similar investment backgrounds, experience
        and expectations.  In making the selection of Investment
        Funds, the ESOP Administrators  represent that they did not
        rely on any representations or recommendations from the
        Trustee or any of its employees, except as may have been
        provided through written materials, including marketing
        materials provided by the various sponsors or distributors of
        the Investment Funds, and that the Investment Fund selection
        has not be influenced, approved, or encouraged through the
        actions of the Trustee or its employees.

        For purposes of the Plan, "Company Stock" shall mean common
        stock listed on a recognized securities exchange issued by the
        Company as employer of Employees covered by the Plan or by an
        affiliate of such Company and which shall be a "qualifying
        employer security" as defined in ERISA.  The Company Stock
        Fund shall be invested and reinvested in shares of Company
        Stock, which stock shall be purchased by the Trustee to the
        extent not contributed to the Plan by the Company, except for
        amounts which may

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        reasonably be expected to be necessary to satisfy
        distributions to be made in cash.  Up to 100% of the assets of
        the Trust Fund may be invested in Company Stock.

        All contributions shall be allocated by the Trustee to the
        Plan's Investment Funds specified by the ESOP Administrators. 
        Dividends, interest and other distributions shall be
        reinvested in the same Investment Fund from which received.

        Unless specifically agreed to between the Trustee and the
        Company or the ESOP Administrators, the Trustee shall be under
        no obligation to invest in any asset not regularly offered by
        the Trustee for use as an Investment Fund. To the extent that
        the Trustee agrees to hold an asset not regularly offered by
        it as an Investment Fund, the Trustee's obligations with
        respect to the administration of that asset shall be limited
        to those of a custodian.

        The Trustee shall not be liable but shall be fully protected
        by reason of its taking or refraining from taking any action
        at the direction of the Company or the ESOP Administrators,
        nor shall the Trustee be liable but shall be fully protected
        by reason of its refraining from taking any action because of
        the failure of the Company, the ESOP Administrators, or any
        Participant to give a direction or order.  The Trustee shall
        be under no duty to question or make inquiry as to any
        direction, notification or order or failure to give a
        direction, notification or order by the Company, the ESOP
        Administrators or any Participant.  The Trustee shall be under
        no duty to make any review of investments directed by the
        Company, the ESOP Administrators or any Participant acquired
        for the Trust Fund and under no duty at any time to make any
        recommendation with respect to disposing of or continuing to
        retain any such investments.  While the Company may direct the
        Trustee with respect to Plan investments, unless specifically
        authorized pursuant to ERISA under the plan, the Company may
        not (a) borrow from the Fund or pledge any assets of the Fund
        as security for a loan; (b) buy property or assets from or
        sell property or assets to the Fund; (c) charge any fee for
        services rendered to the Fund; or (d) receive any services
        from the Fund on a preferential basis.

               (II)  INVESTMENT MANAGERS.  FROM TIME TO TIME THE ESOP
        ADMINISTRATORS MAY DESIGNATE AN INVESTMENT MANAGER, WHO SHALL
        BE (A) EITHER REGISTERED AS AN INVESTMENT ADVISER UNDER THE
        INVESTMENT ADVISERS ACT OF 1940, (B) A BANK, AS DEFINED IN
        THAT ACT, OR (C) AN INSURANCE COMPANY QUALIFIED TO PERFORM
        INVESTMENT SERVICES UNDER THE LAWS OF MORE THAN ONE STATE OF
        THE UNITED STATES, AND WHO ACKNOWLEDGES IN WRITING TO THE

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        COMPANY AND THE TRUSTEE THAT IT IS A FIDUCIARY WITH RESPECT TO
        THE ASSETS OF THE TRUST FUND UNDER SUCH INVESTMENT MANAGER'S
        CONTROL WITH AUTHORITY TO DIRECT THE INVESTMENT AND
        REINVESTMENT OF AN INVESTMENT FUND OR FUNDS SPECIFIED IN SUCH
        NOTICE AND WITH SUCH ADDITIONAL AUTHORITY AS MAY BE SPECIFIED
        THEREIN.  THE INVESTMENT MANAGER SHALL NOT BE THE AGENT OF THE
        TRUSTEE.  THE ESOP Administrators MAY BY SIMILAR NOTICE MODIFY
        OR TERMINATE SUCH DESIGNATION AND AUTHORITY FROM TIME TO TIME. 
        SO LONG AS, AND TO THE EXTENT THAT, ANY SUCH DESIGNATION IS IN
        EFFECT, THE TRUSTEE (A) SHALL INVEST, REINVEST AND RETAIN THE
        INVESTMENT FUND ASSIGNED TO AN INVESTMENT MANAGER IN
        ACCORDANCE WITH THE INSTRUCTIONS RECEIVED FROM SUCH INVESTMENT
        MANAGER, (B) WITH RESPECT TO ASSETS IN SUCH INVESTMENT FUND
        SHALL FOLLOW ANY INSTRUCTIONS RECEIVED BY IT FROM SUCH
        INVESTMENT MANAGER AS TO THE EXERCISE BY THE INVESTMENT
        MANAGER OF THE POWERS UNDER SUBSECTIONS (I) THROUGH (IX) OF
        SUBPARAGRAPH A OF THIS PARAGRAPH 4, WHICH POWERS SHALL BE
        EXCLUSIVELY HELD BY THE INVESTMENT MANAGER, AND (C) AS TO
        THOSE ASSETS IN THE INVESTMENT FUND, SHALL BE RELEASED AND
        RELIEVED OF ALL DUTIES, RESPONSIBILITIES AND LIABILITIES
        INCIDENT TO SUCH DESIGNATION, AND THEREAFTER ACT IN THE
        CAPACITY OF CUSTODIAN OF SUCH ASSETS AND A NONDISCRETIONARY
        TRUSTEE.  THE TRUSTEE, IN ITS CAPACITY OF NONDISCRETIONARY
        TRUSTEE AND CUSTODIAN, SHALL RETAIN ONLY THOSE POWERS AND
        DUTIES SET FORTH IN SUBSECTIONS (XI) THROUGH (XVII) OF
        SUBPARAGRAPH A OF THIS PARAGRAPH 4 AS ARE NECESSARY TO ITS
        FUNCTIONS AS CUSTODIAN.  THE OTHER POWERS SET FORTH IN SAID
        SUBPARAGRAPH A SHALL ONLY BE EXCERCISED UPON THE WRITTEN
        DIRECTIONS OF THE INVESTMENT MANAGER  SO LONG AS, AND TO THE
        EXTENT THAT, NO SUCH DESIGNATION IS IN EFFECT, THE TRUSTEE
        SHALL INVEST, REINVEST AND RETAIN, IN ACCORDANCE WITH ITS OWN
        DISCRETION, THAT PART OF THE TRUST FUND NOT ASSIGNED TO AN
        INVESTMENT MANAGER.

               (III)  INSURANCE.  THE TRUSTEE MAY TRANSFER SUCH PORTION
        OF THE TRUST FUND AS THE ESOP Administrators SHALL DIRECT TO
        ANY INSURANCE COMPANY FOR ONE OR MORE POLICIES, ANNUITY OR
        OTHER CONTRACTS, WHETHER OR NOT THEY ARE GROUP CONTRACTS,
        INCLUDING CONTRACTS WHICH PROVIDE FOR THE ALLOCATION OF
        AMOUNTS THEREUNDER TO THE INSURANCE COMPANY'S GENERAL ACCOUNT
        AND/OR TO ONE OR MORE OF ITS SEPARATE ACCOUNTS MAINTAINED FOR
        THE COLLECTIVE INVESTMENT OF ASSETS OF QUALIFIED RETIREMENT
        PLANS.  THE INSURANCE COMPANY SHALL HAVE ALL THE SAME POWERS
        WITH RESPECT TO THE ASSETS HELD UNDER A CONTRACT AS AN
        INVESTMENT MANAGER HAS WITH RESPECT TO ASSETS OF THE TRUST
        FUND PURSUANT TO SUBPARAGRAPH A OF THIS PARAGRAPH 4.

               (IV)  FOLLOWING DIRECTIONS OF THE COMPANY OR ESOP
        Administrators.  SO LONG AS, AND TO THE EXTENT THAT, THE
        COMPANY OR ESOP Administrators SHALL EXERCISE THE POWER TO 

                                                -11-
<PAGE>
        MANAGE AS A NAMED FIDUCIARY ASSETS HELD AS PART OF AN
        INVESTMENT FUND, THE TRUSTEE:  (A) SHALL INVEST, REINVEST AND
        RETAIN THE INVESTMENT FUND ASSIGNED TO THE COMPANY OR ESOP
        Administrators IN ACCORDANCE WITH THE INSTRUCTIONS RECEIVED
        FROM THE COMPANY OR ESOP Administrators; (B) WITH RESPECT TO
        ASSETS IN SUCH INVESTMENT FUND SHALL FOLLOW ANY INSTRUCTIONS
        RECEIVED BY IT FROM THE COMPANY OR ESOP Administrators AS TO
        THE EXERCISE BY THE COMPANY OR ESOP Administrators OF THE
        POWERS UNDER SUBSECTIONS (I) THROUGH (X) OF SUBPARAGRAPH A OF
        THIS PARAGRAPH 4, WHICH POWERS SHALL BE EXCLUSIVELY HELD BY
        THE COMPANY OR ESOP Administrators; AND (C) AS TO THOSE ASSETS
        IN THE INVESTMENT FUND, SHALL BE RELEASED AND RELIEVED OF ALL
        DUTIES, RESPONSIBILITIES AND LIABILITIES INCIDENT TO SUCH
        POWER, AND THEREAFTER ACT IN THE CAPACITY OF CUSTODIAN OF SUCH
        ASSETS AND A NONDISCRETIONARY TRUSTEE.  THE TRUSTEE, IN ITS
        CAPACITY OF NONDISCRETIONARY TRUSTEE AND CUSTODIAN, SHALL
        RETAIN ONLY THOSE POWERS AND DUTIES SET FORTH IN SUBSECTIONS
        (XI) THROUGH (XVII) OF SUBPARAGRAPH A OF THIS PARAGRAPH 4 AS
        ARE NECESSARY TO ITS FUNCTIONS AS CUSTODIAN.  THE OTHER POWERS
        SET FORTH IN SAID SUBPARAGRAPH A SHALL ONLY BE EXCERCISED UPON
        THE WRITTEN DIRECTIONS OF THE COMPANY OR ESOP Administrators.

               (V)  SPECIAL LIMITED PURPOSE FUNDS.  THE COMPANY OR ESOP
        ADMINISTRATORS MAY DESIGNATE AN INVESTMENT FUND AS A SPECIAL
        PURPOSE OR LIMITED PURPOSE FUND THAT IS TO BE MANAGED (WHETHER
        BY THE COMPANY, THE ESOP ADMINISTRATORS, THE TRUSTEE OR AN
        INVESTMENT MANAGER) IN ACCORDANCE WITH SPECIAL OBJECTIVES OR
        LIMITATIONS OR INVESTMENT PRACTICES (SUCH AS, BUT NOT LIMITED
        TO, APPROXIMATING THE RESULTS OF A DESIGNATED MARKET INDEX).

               C.  PARTICIPANT DIRECTION.  Each Participant shall by
such mechanism as may be agreed upon between the Trustee and the
ESOP Administrators, have the ability to direct that the
contributions made to his or her accounts for which the Participant
may direct investments, as selected by the ESOP Administrators in
the Plan, be invested in one or more of the Investment Funds,
including the Company Stock Fund, if applicable.  At the time an
Employee becomes eligible for the Plan, he or she shall specify the
percentage of his or her accounts (expressed in percentage
increments as may be agreed to between the ESOP Administrators and
the Trustee) to

                                                -12-
<PAGE>
be invested prorata in each such Investment Fund.  In the event a
Participant fails to direct investments of assets made to his or
her accounts, the Trustee shall invest such assets in such
investment fund or funds as the ESOP Administrators shall direct. 
For purposes of the immediately preceding sentence, the ESOP
Administrators, as a Named Fiduciary, shall designate an investment
fund or funds as a default investment into which all assets of
Participants who fail to direct the investment of assets will be
invested.

                       (i)  Upon prior written notice to the Trustee, or
        other form of notice acceptable to the Trustee, a Participant
        may change an investment direction with respect to future
        contributions.  Through acceptable notice to the Trustee and
        pursuant to the terms of the Plan, the Participant may elect
        to transfer all or a portion of such Participant's interest in
        each Investment Fund (based on the value of such interest on
        the "Valuation Date" immediately preceding such election), to
        any other of the Investment Funds selected by the ESOP
        Administrators so that the Participant's interest in the said
        Investment Funds immediately after the transfer is allocated
        in percentage increments as may be agreed to by the ESOP
        Administrators and the Trustee.  For purposes of this Trust
        Agreement a "Valuation Date" is the date or dates on which the
        Company and the Trustee mutually agree that the assets of the
        Trust Fund will be valued.

                       (ii)  Notwithstanding any Participant's election to
        change Investment Funds, the Trustee may, in its discretion,
        delay satisfaction of changes in Investment Funds pending
        settlement of prior changes in Investment Funds and will
        process such elections subject to any restrictions on
        withdrawals and admissions in any Collective Trust Fund. 

                       (iii)  The Company will be responsible when
        transmitting Company and Employee contributions to show the
        dollar amount to be credited to each Investment Fund for each
        Employee.

                                                -13-
<PAGE>
                       (iv)  Except as otherwise provided in the Plan,
        neither the Trustee, the Company, ESOP Administrators nor any
        fiduciary of the Plan shall be liable to the Participant or
        any of his or her beneficiaries for any loss resulting from
        action taken at the direction of the Participant.

                       (V)  NOTWITHSTANDING ANYTHING IN THE PLAN OR THIS
        TRUST TO THE CONTRARY, WHEN INVESTMENT FUNDS ARE ESTABLISHED
        OVER WHICH A PLAN PARTICIPANT OR BENEFICIARY OF A PLAN
        PARTICIPANT IS PERMITTED TO EXERCISE CONTROL OVER INVESTMENT
        OF THE PORTION OF THE TRUST FUND HELD FOR HIS BENEFIT (A
        "PARTICIPANT DIRECTED INVESTMENT"), THE TRUSTEE, ESOP
        ADMINISTRATORS, AND ALL OTHER FIDUCIARIES OF THE PLAN AND/OR
        TRUST SHALL BE SUBJECT TO THE PROPER DIRECTIONS OF SUCH
        PARTICIPANT.  WHENEVER THE TRUSTEE, ESOP ADMINISTRATORS, OR
        ANY OTHER FIDUCIARY OF THE PLAN AND/OR TRUST RECEIVES
        DIRECTION FROM A PARTICIPANT REGARDING THE INVESTMENT OF
        HER/HIS ACCOUNT (TO THE EXTENT AUTHORIZED IN THE PLAN OR THIS
        TRUST), THE DIRECTION SHALL BE TREATED AS THE PROPER DIRECTION
        OF A "NAMED FIDUCIARY" AND THE TRUSTEE, ESOP ADMINISTRATORS,
        AND ALL OTHER FIDUCIARIES SHALL BE ENTITLED TO RELY ON SUCH
        DIRECTION WITHOUT OBLIGATION OF INQUIRY AS TO THE
        APPROPRIATENESS OF THE DIRECTION GIVEN BY SUCH PARTICIPANT. 
        NEITHER THE TRUSTEE, THE COMPANY NOR THE ESOP ADMINISTRATORS
        SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSSES WHICH MAY
        RESULT FROM EITHER A PARTICIPANT'S DIRECTION OF ANY INVESTMENT
        OR FOR ANY LOSS WHICH MAY RESULT BY FAILURE OF A PARTICIPANT
        TO MAKE SUCH DIRECTION.  NOR SHALL THE TRUSTEE, THE COMPANY OR
        ESOP ADMINISTRATORS HAVE ANY LIABILITY OR RESPONSIBILITY
        WHATSOEVER FOR ANY DISPARITY BETWEEN THE PERFORMANCE OR RATES
        OF INVESTMENT RETURN OF ANY PARTICIPANT DIRECTED ACCOUNTS AND
        THE TRUST FUND IN GENERAL.

               D.  INVESTMENT FUNDS GENERALLY.  WHEN INVESTMENT FUNDS
HAVE BEEN ESTABLISHED PURSUANT TO SUBPARAGRAPH B OF THIS PARAGRAPH
4:

               (I)  THE ESOP ADMINISTRATORS SHALL REGULARLY NOTIFY EACH
        DESIGNATED INVESTMENT MANAGER OF THE ANTICIPATED CASH
        REQUIREMENTS FOR DISBURSEMENTS FROM THE INVESTMENT FUND OR
        FUNDS UNDER HIS OR ITS DIRECTION, AND THE INVESTMENT MANAGER
        SHALL DIRECT THE TRUSTEE TO HOLD CASH FUNDS UNINVESTED IN SUCH
        AMOUNTS AND FOR SUCH PERIODS OF TIME AS MAY APPEAR TO BE
        REASONABLY NECESSARY TO MEET SUCH CASH REQUIREMENTS.  UPON THE
        APPOINTMENT OF AN INVESTMENT MANAGER, THE TRUSTEE SHALL INVEST
        AND REINVEST THE CASH FORMING A PART OF ANY INVESTMENT FUND,
        WHICH IT HAS NOT BEEN DIRECTED TO HOLD UNINVESTED, IN SUCH
        MONEY MARKET INSTRUMENTS, SUCH AS COMMERCIAL PAPER AND U.S.

                                                -14-
<PAGE>
        TREASURY BILLS AND NOTES, REPURCHASE AGREEMENTS OR OTHER
        EVIDENCES OF INDEBTEDNESS WHICH ARE PAYABLE ON DEMAND OR WHICH
        GENERALLY HAVE A MATURITY DATE OF NOT MORE THAN FIFTEEN (15)
        MONTHS FROM THE TIME OF ACQUISITION, AND INCLUDING SHARES OF
        ANY MUTUAL FUND INCLUDING WITHOUT LIMITATION A PROPRIETARY
        MUTUAL FUND DESCRIBED IN SUBSECTION (II) OF SUBPARAGRAPH 4A.

               (II)  THE INVESTMENT MANAGER SHALL PLACE THE BUY OR SELL
        ORDERS WITH THE BROKERS, OR OTHER PERSONS THROUGH WHOM SUCH
        TRANSACTIONS SHALL BE ACCOMPLISHED, PERTAINING TO THE
        INVESTMENT FUND WHICH IS SUBJECT TO THE DIRECTION OF THE
        INVESTMENT MANAGER.  THE TRUSTEE'S SOLE DUTY AND OBLIGATION
        RELATING TO THE INVESTMENT FUND WHICH IS SUBJECT TO THE
        DIRECTION OF THE INVESTMENT MANAGER SHALL BE TO ACCEPT AND PAY
        FOR ANY PROPERTY OF ANY NATURE WHATSOEVER THAT IT MAY BE
        DIRECTED BY THE INVESTMENT MANAGER TO ACCEPT AND PAY FOR, AND
        TO DELIVER AGAINST PAYMENT THEREFOR, ANY PROPERTY OF ANY
        NATURE WHATSOEVER WHICH IT MAY BE DIRECTED BY SUCH INVESTMENT
        MANAGER TO DELIVER AGAINST PAYMENT THEREFOR.  THE TRUSTEE
        SHALL USE ITS BEST EFFORTS TO CONSUMMATE ANY SUCH ACCEPTANCE
        AND PAYMENT, OR DELIVERY AGAINST PAYMENT, AS IT MAY BE
        DIRECTED SO TO DO, AND THIS SHALL CONSTITUTE THE TRUSTEE'S
        SOLE DUTY WITH RESPECT TO SUCH TRADING.

               (III)  PAYMENT OF THE COSTS OF THE ACQUISITION, SALE OR
        EXCHANGE OF ANY SECURITY OR OTHER PROPERTY FOR AN INVESTMENT
        FUND SHALL BE CHARGED TO SUCH INVESTMENT FUND.  IN THE ABSENCE
        OF A DIRECTION FROM THE ESOP ADMINISTRATORS TO THE CONTRARY,
        OTHER PAYMENTS AND DISBURSEMENTS FROM THE TRUST FUND SHALL BE
        CHARGED TO SUCH PART OF THE TRUST FUND AS THE TRUSTEE DEEMS
        ADVISABLE.

               (IV)  ALL INSTRUCTIONS FROM AN INVESTMENT MANAGER (OR
        FROM PERSONS AUTHORIZED BY AN INVESTMENT MANAGER) TO THE
        TRUSTEE SHALL BE IN WRITING AND SHALL BE COMPLETE IN ALL
        REASONABLE AND NECESSARY DETAILS.  THE TRUSTEE MAY, IN ITS
        DISCRETION, ACCEPT DIRECTIONS BY TELEPHONE OR TELEGRAPH
        CONFIRMED IN WRITING OR BY ANY OTHER MEANS OF COMMUNICATION
        WHICH IT BELIEVES TO BE GENUINE (INCLUDING COMMUNICATIONS
        RECEIVED THROUGH THE FACILITIES OF AN INSTITUTIONAL DELIVERY
        SYSTEM OF A DEPOSITORY) PROVIDED THAT THE TRUSTEE SHALL NOT BE
        LIABLE FOR EXECUTING OR FAILING TO EXECUTE ANY SUCH DIRECTIONS
        OR FOR ANY MISTAKE IN THE EXECUTION OF ANY SUCH INSTRUCTION
        EXCEPT FOR ITS WILLFUL DEFAULT OR GROSS NEGLIGENCE.  THE
        TRUSTEE SHALL HAVE NO DUTY TO QUESTION SUCH INSTRUCTIONS NOR
        SHALL THE TRUSTEE INCUR ANY LIABILITY FOR FOLLOWING SUCH
        INSTRUCTIONS.

                                                -15-
<PAGE>
               (V)  IN THE EVENT THAT AN INVESTMENT MANAGER APPOINTED
        HEREUNDER IS AUTHORIZED AND EMPOWERED BY THE ESOP
        ADMINISTRATORS TO INVEST AND REINVEST ALL OR ANY PART OF THE
        TRUST FUND ALLOCATED TO ITS INVESTMENT FUND IN UNITS OF ANY
        COMMON, COLLECTIVE OR COMMINGLED TRUST FUND MAINTAINED BY SAID
        INVESTMENT MANAGER AS A QUALIFIED TRUST UNDER THE PROVISIONS
        OF SECTION 401(A) AND EXEMPT UNDER THE PROVISIONS OF SECTION
        501(A) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
        "CODE") THEN, NOTWITHSTANDING ANY PROVISION IN THIS TRUST
        EXPRESSED OR IMPLIED TO THE CONTRARY, UPON DIRECTION OF AN
        INVESTMENT MANAGER, THE TRUSTEE SHALL MAKE SUCH TRANSFERS TO
        THE INVESTMENT MANAGER, AS THE TRUSTEE OF A COMMON, COLLECTIVE
        OR COMMINGLED TRUST FUND DESCRIBED ABOVE, AS ARE NECESSARY TO
        IMPLEMENT THE FOREGOING.

               (VI)  NOTWITHSTANDING THE PROVISIONS OF THIS TRUST WHICH
        PLACE RESTRICTIONS UPON THE ACTIONS OF THE TRUSTEE, OR THE
        INVESTMENT MANAGER, TO THE EXTENT MONIES OR OTHER ASSETS ARE
        UTILIZED TO ACQUIRE UNITS OF ANY COMMON, COLLECTIVE OR GROUP
        TRUST, THE TERMS OF THE COMMON, COLLECTIVE OR GROUP TRUST
        INDENTURE SHALL SOLELY GOVERN THE INVESTMENT DUTIES,
        RESPONSIBILITIES AND POWERS OF THE TRUSTEE OF SUCH COMMON,
        COLLECTIVE OR GROUP TRUST, AND TO THE EXTENT REQUIRED BY LAW,
        SUCH TERMS, RESPONSIBILITIES AND POWERS SHALL BE INCORPORATED
        HEREIN BY REFERENCE AND SHALL BE PART OF THIS TRUST.  THE
        TRUSTEE SHALL HAVE NO DUTY OR RESPONSIBILITY AS TO THE
        SAFEKEEPING OF SUCH ASSETS OR AS TO THE INVESTMENT AND
        REINVESTMENT OF THE SAME, EXCEPT THAT THE TRUSTEE SHALL
        REQUIRE SUCH STATEMENTS AND REPORTS FROM SUCH INVESTMENT
        MANAGER AS MAY BE NECESSARY TO ENABLE THE TRUSTEE TO CARRY OUT
        ITS RECORDKEEPING AND REPORTING DUTIES UNDER THIS TRUST.  THE
        TRUSTEE SHALL ENTER INTO AND EXECUTE SUCH AGREEMENTS, RECEIPTS
        AND RELEASES AS SHALL BE REQUIRED TO CARRY OUT THE DIRECTIONS
        OF THE ESOP ADMINISTRATORS WITH RESPECT TO THE TRANSFER OF ANY
        ASSETS OF THE TRUST FUND TO OR FROM AN INVESTMENT MANAGER.

               (VII)  TO THE EXTENT THAT PROVISIONS OF SUBPARAGRAPHS B,
        C AND D OF THIS PARAGRAPH 4 ARE INCONSISTENT WITH OTHER
        PROVISIONS OF THIS PARAGRAPH 4, THE PROVISIONS OF SAID
        SUBPARAGRAPHS B, C AND D SHALL BE CONTROLLING.

               E.  INCOME.  INCOME RECEIVED BY THE TRUST FUND SHALL BE
ADDED PERIODICALLY TO THE PRINCIPAL OF THE TRUST FUND BY THE
TRUSTEE AND THE PROFITS AND LOSSES OF THE TRUST FUND SHALL BE
ALLOCATED TO THE PRINCIPAL OF THE TRUST FUND.

                                                -16-
<PAGE>
               F.  UNRELATED BUSINESS INCOME.  NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, THE TRUSTEE MAY ENTER INTO A TRANSACTION OR
RETAIN A TRUST INVESTMENT WHICH MAY, OR IN FACT DOES, GIVE RISE TO
UNRELATED BUSINESS TAXABLE INCOME EITHER THROUGH THE EXERCISE OF
THE TRUSTEE'S SOLE INVESTMENT AUTHORITY HEREUNDER OR PURSUANT TO
THE DIRECTIONS OF THE ESOP ADMINISTRATORS OR AN INVESTMENT MANAGER.

               G.  AUTHORITY OF TRUSTEE.  NO PERSON DEALING WITH THE
TRUST FUND OR THE TRUSTEE SHALL BE REQUIRED TO INQUIRE AS TO THE
AUTHORITY OF THE TRUSTEE TO DO ANY ACT OR TO SEE TO THE APPLICATION
OF FUNDS OR OTHER PROPERTY PAID OR DELIVERED TO OR UPON THE ORDER
OF THE TRUSTEE, AND ANY ISSUING INSURANCE COMPANY MAY TREAT AS
BINDING AND CONCLUSIVE UPON IT ANY ACTION WHICH THE TRUSTEE MAY
TAKE WITH RESPECT TO ANY ANNUITY OR INSURANCE CONTRACT HELD BY THE
TRUSTEE.

               H.  INDEMNIFICATION.  NEITHER THE TRUSTEE, THE COMPANY
NOR THE ESOP ADMINISTRATORS SHALL BE RESPONSIBLE FOR THE INVESTMENT
OF ANY PART OF THE TRUST FUND ALLOCATED TO AN INVESTMENT MANAGER. 
THE TRUSTEE SHALL BE UNDER NO DUTY TO QUESTION OR MAKE INQUIRY AS
TO ANY DIRECTION, NOTIFICATION OR ORDER OR FAILURE TO GIVE A
DIRECTION, NOTIFICATION OR ORDER BY THE ESOP ADMINISTRATORS, THE
COMPANY OR AN INVESTMENT MANAGER.  THE TRUSTEE SHALL BE UNDER NO
DUTY TO MAKE ANY REVIEW OF INVESTMENTS ACQUIRED FOR AN INVESTMENT
FUND MANAGED BY THE ESOP ADMINISTRATORS, THE COMPANY, OR AN
INVESTMENT MANAGER AND UNDER NO DUTY AT ANY

                                                -17-
<PAGE>
TIME TO MAKE ANY RECOMMENDATION WITH RESPECT TO DISPOSING OF OR
CONTINUING TO RETAIN ANY SUCH INVESTMENTS.

        THE COMPANY HEREBY INDEMNIFIES AND HOLDS THE TRUSTEE OR ITS
NOMINEE HARMLESS FROM ANY AND ALL ACTIONS, CLAIMS, DEMANDS,
LIABILITIES, LOSSES, DAMAGES OR REASONABLE EXPENSES OF WHATSOEVER
KIND AND NATURE IN CONNECTION WITH OR ARISING OUT OF (I) ANY ACTION
TAKEN OR OMITTED IN GOOD FAITH OR ANY INVESTMENT OR DISBURSEMENT OF
ANY PART OF THE TRUST FUND MADE BY THE TRUSTEE IN ACCORDANCE WITH
THE DIRECTIONS OF THE ESOP ADMINISTRATORS OR A PARTICIPANT PURSUANT
TO PARAGRAPH 4 OF SUBPARAGRAPH C HEREOF OR ANY INACTION WITH
RESPECT TO ANY INVESTMENT FUND MANAGED BY THE ESOP ADMINISTRATORS
OR ANY PARTICIPANT DIRECTED INVESTMENT OR WITH RESPECT TO ANY
INVESTMENT PREVIOUSLY MADE AT THE DIRECTION OF THE ESOP
ADMINISTRATORS OR ANY PARTICIPANT DIRECTED INVESTMENT IN THE
ABSENCE OF DIRECTIONS FROM THE ESOP ADMINISTRATORS OR THE
PARTICIPANT THEREFOR, OR (II) ANY ACTION TAKEN OR OMITTED IN GOOD
FAITH BY THE TRUSTEE WITH RESPECT TO AN INVESTMENT FUND MANAGED BY
AN INVESTMENT MANAGER IN ACCORDANCE WITH ANY DIRECTION OF THE
INVESTMENT MANAGER OR ANY INACTION WITH RESPECT TO ANY SUCH
INVESTMENT FUND IN THE ABSENCE OF DIRECTIONS FROM THE INVESTMENT
MANAGER, OR (III) ANY ACTION TAKEN IN GOOD FAITH BY THE TRUSTEE
PURSUANT TO A NOTIFICATION OF AN ORDER TO PURCHASE OR SELL
SECURITIES ISSUED BY AN INVESTMENT MANAGER OR THE ESOP
ADMINISTRATORS DIRECTLY TO A BROKER OR DEALER, OR (IV) ANY FAILURE
BY THE TRUSTEE TO PAY FOR ANY PROPERTY

                                                -18-
<PAGE>
PURCHASED BY AN INVESTMENT MANAGER OR THE ESOP ADMINISTRATORS FOR
THE TRUST FUND BY REASON OF THE INSUFFICIENCY OF FUNDS IN THE TRUST
FUND.

        ANYTHING HEREINABOVE TO THE CONTRARY NOTWITHSTANDING, THE
COMPANY SHALL HAVE NO RESPONSIBILITY TO THE TRUSTEE UNDER THE
FOREGOING INDEMNIFICATION IF THE TRUSTEE KNOWINGLY PARTICIPATED IN
OR KNOWINGLY CONCEALED ANY ACT OR OMISSION OF THE ESOP
ADMINISTRATORS OR ANY INVESTMENT MANAGER KNOWING THAT SUCH ACT OR
OMISSION CONSTITUTED A BREACH OF FIDUCIARY RESPONSIBILITY, OR IF
THE TRUSTEE FAILS TO PERFORM ANY OF THE DUTIES UNDERTAKEN BY IT
UNDER THE PROVISIONS OF THIS TRUST, OF IF THE TRUSTEE FAILS TO ACT
IN CONFORMITY WITH THE DIRECTIONS OF AN AUTHORIZED REPRESENTATIVE
OF THE INVESTMENT MANAGER OR THE ESOP ADMINISTRATORS, WHICH ARE
CONSISTENT WITH THE REQUIREMENTS OF ERISA; PROVIDED, HOWEVER, THAT
IF THE TRUSTEE HAS KNOWLEDGE OF A BREACH COMMITTED BY AN INVESTMENT
MANAGER, THE SOLE RESPONSIBILITY OF THE TRUSTEE SHALL BE TO NOTIFY
THE COMPANY IN WRITING THEREOF, AND THE COMPANY SHALL THEREAFTER
ASSUME FULL RESPONSIBILITY TO ALL PERSONS INTERESTED IN THE TRUST
FUND TO REMEDY SAID BREACH.

               I.  DELEGATION OF AUTHORITY.  NO ALLOCATION OR DELEGATION
BY THE COMPANY OR THE ESOP ADMINISTRATORS OF ANY OF THEIR
RESPECTIVE POWERS, AUTHORITIES, OR RESPONSIBILITIES UNDER THIS
TRUST TO THE TRUSTEE SHALL BECOME EFFECTIVE UNLESS SUCH ALLOCATION
OR DELEGATION IS SPECIFICALLY SET FORTH IN THIS TRUST OR SHALL
FIRST BE ACCEPTED BY THE TRUSTEE IN A WRITING SIGNED BY IT AND
DELIVERED TO THE COMPANY OR THE ESOP ADMINISTRATORS AS THE CASE MAY
BE.

                                                -19-
<PAGE>
               J.  COPIES OF DOCUMENTS.  THE COMPANY SHALL PROVIDE THE
TRUSTEE WITH COPIES OF ALL DOCUMENTS CONSTITUTING THE PLAN AT THE
TIME THIS TRUST IS EXECUTED BY THE COMPANY AND ALL OTHER DOCUMENTS
AMENDING OR SUPPLEMENTING THE PLAN PROMPTLY UPON THEIR ADOPTION AND
THE ESOP ADMINISTRATORS SHALL PROVIDE THE TRUSTEE WITH COPIES OF
ALL AGREEMENTS WITH ALL INVESTMENT MANAGERS APPOINTED BY THE ESOP
ADMINISTRATORS AND ALL OTHER DOCUMENTS AMENDING OR SUPPLEMENTING
SUCH AGREEMENTS AND THE TRUSTEE SHALL BE ENTITLED TO RELY UPON THE
COMPANY'S AND THE ESOP ADMINISTRATOR'S ATTENTION TO THE AFORESAID
OBLIGATION AND SHALL BE UNDER NO DUTY TO INQUIRE OF THE COMPANY OR
THE ESOP ADMINISTRATORS OR ANY OTHER PERSON AS TO THE EXISTENCE OF
ANY SUCH DOCUMENTS NOT PROVIDED BY THE COMPANY OR THE ESOP
ADMINISTRATORS PURSUANT TO THE FOREGOING UNDERTAKING.

               K.  SECURITIES LENDING.  THE ESOP ADMINISTRATORS MAY
APPOINT THE TRUSTEE OR ANY OF ITS AFFILIATES UNDER A SEPARATE
AGENCY AGREEMENT TO ACT AS AGENT FOR THE TRUST FUND FOR PURPOSES OF
LENDING ANY SECURITIES HELD IN THE TRUST FUND (INCLUDING ANY
INVESTMENT FUND CREATED PURSUANT TO SUBPARAGRAPH B OF THIS
PARAGRAPH 4 IF THE INVESTMENT MANAGER HAS CONSENTED) TO BROKER-
DEALER(S) OR BANK(S), AND IN CONNECTION THEREWITH AUTHORIZE THE
TRUSTEE OR ANY OF ITS AFFILIATES, AS AGENT, TO ENTER INTO
SECURITIES LOAN AGREEMENT(S), TO RECEIVE A REASONABLE FEE AS IT AND
THE ESOP ADMINISTRATORS MAY AGREE, TO DELIVER TO ANY SUCH BROKER-

                                                -20-
<PAGE>
DEALER(S), OR BANK(S), SUCH SECURITIES AND TO PERMIT THE LOANED
SECURITIES TO BE TRANSFERRED INTO THE NAME OF AND VOTED BY THE
BORROWER OR OTHERS.

               L.  VOTING OF COMPANY STOCK.  All voting rights on shares
of Company Stock held in the Company Stock Fund shall be exercised
by the Trustee only as directed by the Participants acting in their
capacity as "Named Fiduciaries" (as defined in Section 402 of
ERISA) in accordance with the following provisions of this
Paragraph 4:

                       (i)  As soon as practicable before each annual or
        special shareholders' meeting of the Company, the Trustee
        shall furnish to each Participant sufficient copies of the
        proxy solicitation material sent generally to shareholders,
        together with a form requesting confidential instructions on
        how the shares of Company Stock allocated to such
        Participant's account, and, separately, such shares of Company
        Stock as may be unallocated ("Unallocated Shares") or
        allocated to Participant accounts but for which the Trustee
        does not receive timely voting instruction from the
        Participant ("Non-Directed Shares"), (including fractional
        shares to 1/1000th of a share) are to be voted.  The direction
        with respect to Non-Directed Shares and Unallocated Shares
        shall apply to such number of votes equal to the total number
        of votes attributable to Non-Directed Shares and Unallocated
        Shares multiplied by a fraction, the numerator of which is the
        number of shares of Company Stock credited to the
        Participant's account and the denominator of which is the
        total number of shares credited to the accounts of all such
        Participants who have timely provided directions to the
        Trustee with respect to Non-Directed Shares and Unallocated
        Shares under this Paragraph 4.  The Company and the ESOP
        Administrators will cooperate with the Trustee to ensure that
        Participants receive the requisite information in a timely
        manner.  The materials furnished to the Participants shall
        include a notice from the Trustee that the Trustee will vote
        any shares for which timely instructions are not received by
        the Trustee as may be directed by those voting Participants,
        acting in their capacity as Named Fiduciaries of the Plan as
        provided above.  Upon timely receipt of such instructions, the
        Trustee shall vote the shares as instructed.  The instructions
        received by the Trustee from Participants or Beneficiaries
        shall be held by the Trustee in strict confidence and shall
        not be divulged or released to any person

                                                -21-
<PAGE>
        including directors, officers or employees of the Company, or
        of any other company, except as otherwise required by law.

                       (ii)  With respect to all corporate matters
        submitted to shareholders, all shares of Company Stock shall
        be voted only in accordance with the directions of such
        Participants as Named Fiduciaries as given to the Trustee as
        provided in Section 4(L)(i).  With respect to shares of
        Company Stock allocated to the account of a deceased
        Participant, such Participant's Beneficiary, as Named
        Fiduciary, shall be entitled to direct the voting of shares of
        Company Sock as if such Beneficiary were the Participant.

                       M.  TENDER OFFERS ON COMPANY STOCK.  All tender or
        exchange decisions with respect to Company Stock held in the
        Company Stock Fund shall be made only by the Participants
        acting in their capacity as Named Fiduciaries with respect to
        the Company Stock allocated to their accounts in accordance
        with the following provisions of this Paragraph:

                       (i)  In the event an offer shall be received by the
        Trustee (including a tender offer for shares of Company Stock
        subject to Section 14(d)(1) of the Securities Exchange Act of
        1934 or subject to Rule 13e-4 promulgated under that Act, as
        those provisions may from time to time be amended) to purchase
        or exchange any shares of Company Stock held by the Trust, the
        Trustee will advise each Participant who has shares of Company
        Stock credited to such Participant's account in writing of the
        terms of the offer as soon as practicable after its
        commencement and will furnish each Participant with a form by
        which he may instruct the Trustee confidentially whether or
        not to tender or exchange shares allocated to such
        Participant's account, and, separately, Unallocated Shares and
        Non-Directed Shares (including fractional shares to 1/1000th
        of a share).  The directions with respect to Non-Directed
        Shares and Unallocated Shares shall apply to such number of
        Non-Directed Shares and Unallocated Shares equal to the total
        number of Non-Directed Shares and Unallocated Shares
        multiplied by a fraction, the numerator of which is the number
        of shares of Company Stock credited to the Participant's
        account and the denominator of which is the total number of
        shares credited to the accounts of all such Participants who
        have timely provided directions to the Trustee with respect to
        Non-Directed Shares and Unallocated Shares under this
        Paragraph.  The materials furnished to the Participants shall
        include (i) a notice from the Trustee that, except as provided
        in this

                                                -22-
<PAGE>
        Paragraph, the Trustee will not tender or exchange any shares
        for which timely instructions are not received by the Trustee
        and (ii) such related documents as are prepared by any person
        and provided to the shareholders of the Company pursuant to
        the Securities Exchange Act of 1934.  The ESOP Administrators
        and the Trustee may also provide Participants with such other
        material concerning the tender or exchange offer as the
        Trustee or the ESOP Administrators in their discretion
        determine to be appropriate; provided, however, that prior to
        any distribution of materials by the ESOP Administrators, the
        Trustee shall be furnished with sufficient numbers of complete
        copies of all such materials.  The Company and the ESOP
        Administrators will cooperate with the Trustee to ensure that
        Participants receive the requisite information in a timely
        manner.

                       (ii)  The Trustee shall tender or not tender shares
        or exchange shares of Company Stock (including fractional
        shares to 1/1000th of a share) only as and to the extent
        instructed by the Participants as Named Fiduciaries as
        provided in Paragraph 4(M)(i).  With respect to shares of
        Company Stock allocated to the account of a deceased
        Participant, such Participant's Beneficiary, as a Named
        Fiduciary, shall be entitled to direct the Trustee whether or
        not to tender or exchange such shares as if such Beneficiary
        were the Participant.  The instructions received by the
        Trustee from Participants or Beneficiaries shall be held by
        the Trustee in strict confidence and shall not be divulged or
        released to any person, including directors, officers or
        employees of the Company, or of any other company, except as
        otherwise required by law.

                       (iii)  In the event, under the terms of a tender
        offer or otherwise, any shares of Company Stock tendered for
        sale, exchange or transfer pursuant to such offer may be
        withdrawn from such offer, the Trustee shall follow such
        instructions respecting the withdrawal of such securities from
        such offer in the same manner and the same proportion as shall
        be timely received by the Trustee from the Participants, as
        Named Fiduciaries, entitled under this Paragraph 4(M) to give
        instructions as to the sale, exchange or transfer of
        securities pursuant to such offer.

                       (iv)  In the event an offer shall be received by the
        Trustee and instructions shall be solicited from Participants
        pursuant to this Paragraph 4(M) regarding such offer, and
        prior to termination of such offer, another offer is received
        by the Trustee for the securities subject to the first offer,
        the Trustee shall use its best efforts under the circumstances
        to solicit instructions from the Participants to the Trustee
        (i) with respect to

                                                -23-
<PAGE>
securities tendered for sale, exchange or transfer pursuant to the
first offer, whether to withdraw such tender, if possible, and, if
withdrawn, whether to tender any securities so withdrawn for sale,
exchange or transfer pursuant to the second offer and (ii) with
respect to securities not tendered for sale, exchange or transfer
pursuant to the first offer, whether to tender or not to tender
such securities for sale, exchange or transfer pursuant to the
second offer.  The Trustee shall follow all such instructions
received in a timely manner from Participants in the same manner
and in the same proportion as provided in Paragraph 4(M)(i).  With
respect to any further offer for any Company Stock received by the
Trustee and subject to any earlier offer (including successive
offers from one or more existing offerors), the Trustee shall act
in the same manner as described above.

                       (v)  A Participant's instructions to the Trustee to
        tender or exchange shares of Company Stock will not be deemed
        a withdrawal or suspension from the Plan or a forfeiture of
        any portion of the Participant's interest in the Plan.  Funds
        received in exchange for tendered shares will be credited to
        the account of the Participant whose shares were tendered and
        will be used by the Trustee to purchase Company Stock, as soon
        as practicable.  In the interim, the Trustee will invest such
        funds in short-term investments permitted under the Plan, and
        in the same manner in which forfeited amounts are invested.

                       (vi)  In the event the Company initiates a tender or
        exchange offer, the Trustee may, in its sole discretion, enter
        into an agreement with the Company not to tender or exchange
        any shares of Company Stock in such offer, in which event, the
        foregoing provisions of this Paragraph shall have no effect
        with respect to such offer and the Trustee shall not tender or
        exchange any shares of Company Stock in such offer.

               N.  DESIGNATION OF AGENTS RE COMPANY STOCK FUND.  The
Trustee acting with respect to the Company Stock Fund may, with the
consent of the ESOP Administrators, employ an agent selected by the
Trustee to solicit the instructions to vote or tender provided for
in subparagraphs L and M of this Paragraph 4, and shall be held
harmless in relying upon such agent's written advice as to how
shares are to be voted or tendered.

                                                -24-
<PAGE>
               O.  SECURITIES LAWS.  The Company shall be responsible
for complying with applicable federal and state securities laws and
regulations.

               P.      VALUATIONS.  As of each Valuation Date, the Trustee
shall determine the fair market value of each Investment Fund,
including the Company Stock Fund, if any, being administered by the
Trustee; PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY ASSET ACQUIRED
BY THE COMPANY, THE ESOP ADMINISTRATORS OR AN INVESTMENT MANAGER,
THE TRUSTEE WILL ONLY BE RESPONSIBLE FOR VALUING SUCH ASSET IF THE
ASSET IS PUBLICLY TRADED OR REPORTED ON A PRICING SERVICE TO WHICH
THE TRUSTEE SUBSCRIBES.  THE COMPANY OR, IF DESIGNATED BY THE
COMPANY, THE ESOP ADMINISTRATORS OR THE INVESTMENT MANAGER, WILL BE
RESPONSIBLE FOR VALUING ALL OTHER ASSETS ACQUIRED BY THE COMPANY,
THE ESOP ADMINISTRATORS OR AN INVESTMENT MANAGER FOR ALL PURPOSES
OF THE TRUST FUND.  IF AN ASSET IS VALUED BY THE COMPANY, THE ESOP
ADMINISTRATORS OR AN INVESTMENT MANAGER, THE ESOP ADMINISTRATORS
WILL DIRECT THE TRUSTEE ON THE USE OF THE VALUE SO DEVELOPED AND
THE COMPANY AGREES TO INDEMNIFY AND HOLD THE TRUSTEE HARMLESS
AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, LOSSES,
DAMAGES OR EXPENSES OF WHATSOEVER KIND AND NATURE, WHICH ARISE FROM
OR ARE RELATED TO ANY USE OF SUCH VALUE BY THE TRUSTEE IN THE
ADMINISTRATION OF THE TRUST FUND.  With respect to each such
Investment Fund, the Trustee shall determine (1) the change in
value between the current Valuation Date and the then last
preceding Valuation Date, (2) the net gain or loss resulting from
expenses paid

                                                -25-
<PAGE>
(including fees and expenses, if any, which are to be charged to
such Fund) and (3) realized and unrealized gains and losses.

               The transfer of funds to or from an Investment Fund
pursuant to this Paragraph 4 and payments, distributions and
withdrawals from an Investment Fund to provide benefits under the
Plan for Participants or Beneficiaries shall not be deemed to be
gains, expenses or losses of an Investment Fund.

               After each Valuation Date, the Trustee shall allocate the
net gain or loss of each Investment Fund as of such Valuation Date
to the accounts of Participants participating in such Investment
Fund on such Valuation Date.  Contributions, forfeitures and
rollovers received and credited to Participants' accounts as of
such Valuation Date, or as of any earlier date since the last
preceding Valuation Date shall not be considered in allocating
gains or losses allocated to Participants' accounts.

               The reasonable and equitable decision of the Trustee as
to the value of each Investment Fund, including the Company Stock
Fund, if any, and of any account as of each Valuation Date shall be
conclusive and binding upon all persons having any interest, direct
or indirect, in the Investment Funds or in any account.

        5.  INVESTMENT IN MASTER TRUST.  NOTWITHSTANDING ANYTHING
HEREIN CONTAINED TO THE CONTRARY, THE COMPANY MAY DIRECT THE
TRUSTEE AT ANY TIME OR FROM TIME TO TIME TO TRANSFER ALL

                                                -26-
<PAGE>
OR ANY PART OF THE TRUST FUND TO ANY TRUST WHICH HAS BEEN QUALIFIED
UNDER SECTION 401(A) AND IS EXEMPT UNDER SECTION 501(A) OF THE CODE
ESTABLISHED AS A MEDIUM FOR THE COLLECTIVE INVESTMENT OF FUNDS OF
PENSION, PROFIT SHARING OR OTHER EMPLOYEE BENEFIT TRUSTS
ESTABLISHED BY THE COMPANY, OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES AND TO WITHDRAW ANY PART OR ALL OF THE TRUST FUND SO
TRANSFERRED.  ANY SUCH TRUST MAY PROVIDE, AMONG OTHER THINGS, FOR
THE SEPARATE INVESTMENT OF ANY PORTION THEREOF AND THE ALLOCATION
TO ANY SUCH SEPARATELY INVESTED PORTION OF ANY PART OF THE INTEREST
OF ANY EMPLOYEE BENEFIT TRUST INVESTED THEREUNDER AND FOR THE
DESIGNATION OF AN INVESTMENT MANAGER TO DIRECT THE TRUSTEE IN THE
EXERCISE OF THE POWER GRANTED TO IT WITH RESPECT TO SUCH SEPARATELY
INVESTED PORTION.  THE PROVISIONS OF ANY SUCH TRUST SHALL BE DEEMED
TO HAVE BEEN ADOPTED AND MADE A PART OF THIS TRUST AND THE PLAN.

        6.  COMPENSATION AND EXPENSES OF THE TRUSTEE.  THE TRUSTEE
SHALL BE ENTITLED TO RECEIVE REASONABLE FEES FOR ITS SERVICES
HEREUNDER IN ACCORDANCE WITH ITS SCHEDULE OF FEES THEN IN EFFECT
AND SHALL BE ENTITLED TO RECEIVE REIMBURSEMENT FOR ALL REASONABLE
EXPENSES INCURRED BY IT IN THE ADMINISTRATION OF THIS TRUST.  ANY
PROPER CHARGES AND DISBURSEMENTS INCURRED BY THE TRUSTEE IN THE
PERFORMANCE OF ITS DUTIES HEREUNDER, INCLUDING FEES FOR LEGAL
SERVICES RENDERED TO THE TRUSTEE WHETHER DURING OR AFTER THE TIME
IT IS ACTING HEREUNDER, SHALL BE PAID BY THE COMPANY.  ALL TAXES OF
ANY AND ALL KINDS WHATSOEVER THAT MAY BE LEVIED OR ASSESSED UNDER
EXISTING OR FUTURE LAWS UPON OR IN RESPECT OF THE TRUST FUND OR THE
INCOME THEREOF SHALL BE A CHARGE

                                                -27-
<PAGE>
AGAINST THE TRUST FUND; PROVIDED, HOWEVER, IN THE EVENT THAT THE
COMPANY SHALL NOTIFY THE TRUSTEE THAT, IN THE OPINION OF ITS
COUNSEL, ANY SUCH TAXES ARE UNLAWFULLY OR EXCESSIVELY ASSESSED, THE
TRUSTEE SHALL, AT THE EXPENSE OF THE COMPANY, JOIN WITH THE COMPANY
TO CONTEST THE VALIDITY OF SUCH ASSESSMENT IN ANY MANNER DEEMED
APPROPRIATE BY THE COMPANY OR ITS COUNSEL.

        7.  ACCOUNTING BY TRUSTEE.  THE TRUSTEE SHALL MAINTAIN SUCH
ACCOUNTS AND RECORDS AS THE ESOP ADMINISTRATORS AND THE TRUSTEE
SHALL AGREE UPON.  THE TRUSTEE SHALL RENDER FROM TIME TO TIME
ACCOUNTS OF ITS TRANSACTIONS TO THE ESOP ADMINISTRATORS, AND THE
ESOP ADMINISTRATORS MAY APPROVE SUCH ACCOUNTS BY AN INSTRUMENT IN
WRITING DELIVERED TO THE TRUSTEE.  IN THE ABSENCE OF THE FILING IN
WRITING WITH THE TRUSTEE BY THE ESOP ADMINISTRATORS OF EXCEPTIONS
OR OBJECTIONS TO ANY SUCH ACCOUNT WITHIN SIXTY (60) DAYS, THE ESOP
ADMINISTRATORS SHALL BE DEEMED TO HAVE APPROVED SUCH ACCOUNT; AND
IN SUCH CASE, OR UPON THE WRITTEN APPROVAL BY THE ESOP
ADMINISTRATORS OF ANY SUCH ACCOUNT, THE TRUSTEE SHALL BE RELEASED,
RELIEVED AND DISCHARGED AS TO THE COMPANY WITH RESPECT TO ALL
MATTERS AND THINGS SET FORTH IN SUCH ACCOUNT AS THOUGH SUCH ACCOUNT
HAD BEEN SETTLED BY THE DECREE OF A COURT OF COMPETENT
JURISDICTION.  NO PERSON OTHER THAN THE ESOP ADMINISTRATORS MAY
REQUIRE AN ACCOUNTING.

                                                -28-
<PAGE>
        8.  RELIANCE OF TRUSTEE ON ESOP ADMINISTRATORS.  THE TRUSTEE
SHALL BE FULLY PROTECTED IN RELYING UPON A CERTIFICATION SIGNED BY
ONE OR MORE OF THE MEMBERS OF THE ESOP ADMINISTRATORS (AS SHALL BE
DESIGNATED IN A WRITTEN INSTRUMENT SIGNED BY ALL THE MEMBERS OF THE
ESOP ADMINISTRATORS AND FILED WITH THE TRUSTEE) WITH RESPECT TO ANY
INSTRUCTION, DIRECTION OR APPROVAL OF THE ESOP ADMINISTRATORS AND
IN CONTINUING TO RELY UPON SUCH CERTIFICATION AND/OR INSTRUMENT
UNTIL A SUBSEQUENT ONE IS FILED WITH THE TRUSTEE.  THE TRUSTEE
SHALL BE FULLY PROTECTED BY THE COMPANY IN ACTING UPON ANY
INSTRUMENT, CERTIFICATE, OR PAPER BELIEVED BY IT TO BE GENUINE AND
TO BE SIGNED OR PRESENTED BY THE PROPER PERSON(S), AND THE TRUSTEE
SHALL BE UNDER NO DUTY TO MAKE ANY INVESTIGATION OR INQUIRY AS TO
ANY STATEMENT CONTAINED IN ANY SUCH WRITING BUT MAY ACCEPT THE SAME
AS CONCLUSIVE EVIDENCE OF THE TRUTH AND ACCURACY OF THE STATEMENTS
THEREIN CONTAINED.  THE TRUSTEE SHALL HAVE NO DUTY TO SEE TO THE
PROPER APPLICATION OF ANY PART OF THE TRUST FUND IF DISTRIBUTIONS
ARE MADE IN ACCORDANCE WITH THE WRITTEN DIRECTIONS OF THE ESOP
ADMINISTRATORS AS HEREIN PROVIDED, NOR SHALL THE TRUSTEE BE
RESPONSIBLE FOR THE ADEQUACY OF THE TRUST FUND TO MEET AND
DISCHARGE ANY AND ALL DISTRIBUTIONS AND LIABILITIES UNDER THE PLAN. 
ALL PERSONS DEALING WITH THE TRUSTEE ARE RELEASED FROM INQUIRY INTO
THE DECISIONS OR AUTHORITY OF THE TRUSTEE AND FROM SEEING TO THE
APPLICATION OF ANY MONEYS, SECURITIES, OR OTHER PROPERTY PAID OR
DELIVERED TO THE TRUSTEE.

                                                -29-
<PAGE>
        9.  RESIGNATION OR REMOVAL OF TRUSTEE.  ANY TRUSTEE ACTING
HEREUNDER MAY RESIGN AT ANY TIME BY GIVING NOTICE IN WRITING TO THE
COMPANY AT LEAST SIXTY (60) DAYS BEFORE SUCH RESIGNATION IS TO
BECOME EFFECTIVE, UNLESS THE COMPANY SHALL ACCEPT AS ADEQUATE A
SHORTER NOTICE.  THE COMPANY MAY, WITH OR WITHOUT CAUSE, REMOVE ANY
TRUSTEE ACTING HEREUNDER BY GIVING NOTICE IN WRITING TO SUCH
TRUSTEE AT LEAST SIXTY (60) DAYS BEFORE SUCH REMOVAL IS TO BECOME
EFFECTIVE, UNLESS THE TRUSTEE SHALL ACCEPT AS ADEQUATE A SHORTER
NOTICE.  IF FOR ANY REASON A VACANCY SHOULD OCCUR IN THE
TRUSTEESHIP, A SUCCESSOR TRUSTEE SHALL FORTHWITH BE APPOINTED BY
THE COMPANY.  ANY SUCCESSOR TRUSTEE APPOINTED HEREUNDER SHALL
EXECUTE, ACKNOWLEDGE, AND DELIVER TO THE COMPANY AND THE TRUSTEE AN
INSTRUMENT IN WRITING ACCEPTING SUCH APPOINTMENT HEREUNDER.  SUCH
SUCCESSOR TRUSTEE THEREUPON SHALL BECOME VESTED WITH THE SAME TITLE
TO THE PROPERTY COMPRISING THE TRUST FUND, AND THE SAME POWERS,
DUTIES, AND IMMUNITIES WITH RESPECT THERETO, AS ARE HEREBY VESTED
IN THE ORIGINAL TRUSTEE.  THE PREDECESSOR TRUSTEE SHALL EXECUTE ALL
SUCH INSTRUMENTS AND PERFORM ALL SUCH OTHER ACTS AS THE SUCCESSOR
TRUSTEE SHALL REASONABLY REQUEST TO EFFECTUATE THE PROVISIONS
HEREOF.  THE SUCCESSOR TRUSTEE SHALL HAVE NO DUTY TO INQUIRE INTO
THE ADMINISTRATION OF THIS TRUST FOR ANY PERIOD PRIOR TO ITS
SUCCESSION.

        10.  AMENDMENT.  SUBJECT TO PARAGRAPH 3 ABOVE, THE COMPANY AND
THE TRUSTEE RESERVE THE RIGHT FROM TIME TO TIME TO AMEND THE
PROVISIONS OF THIS TRUST IN ANY MANNER; PROVIDED,

                                                -30-
<PAGE>
HOWEVER, THAT ANY AMENDMENT THAT WOULD RESULT IN MAJOR SUBSTANTIVE
CHANGES TO THE TRUST MAY BE ADOPTED ONLY UPON THE APPROVAL OF TWO-
THIRDS OF THE VOTES CAST BY PARTICIPANTS, WITH EACH PARTICIPANT
ENTITLED TO CAST THE NUMBER OF VOTES EQUAL TO THE NUMBER OF HIS
YEARS OF SERVICE UNDER THE PLAN.  ANY SUCH AMENDMENT SHALL BE BY
WRITTEN INSTRUMENT EXECUTED BY THE COMPANY AND THE TRUSTEE.  ANY
SUCH AMENDMENT MAY BE MADE RETROACTIVELY IF SUCH AMENDMENT IS
NECESSARY TO ENABLE THE PLAN AND THIS TRUST TO MEET THE
REQUIREMENTS OF THE CODE (INCLUDING THE REGULATIONS AND RULINGS
ISSUED THEREUNDER) OR THE REQUIREMENTS OF ANY GOVERNMENTAL
AUTHORITY.  NO AMENDMENT TO THIS TRUST AGREEMENT SHALL AFFECT THE
TRUSTEE'S RIGHTS, DUTIES OR RESPONSIBILITIES UNLESS THE TRUSTEE
CONSENTS THERETO IN WRITING.

        11.  PROHIBITION AGAINST ALIENATION.  TO THE FULLEST EXTENT
PERMITTED BY LAW NO INTEREST OR EXPECTANCY OF ANY PARTICIPANT OR
BENEFICIARY TO ANY BENEFITS OR PAYMENTS UNDER THIS TRUST SHALL BE
TRANSFERABLE OR ASSIGNABLE OR SUBJECT TO VOLUNTARY OR INVOLUNTARY
ALIENATION, ENCUMBRANCE, GARNISHMENT, ATTACHMENT, ANTICIPATION,
EXECUTION OR LEVY OF ANY KIND.  IN THE EVENT A PARTICIPANT OR
BENEFICIARY WHO IS RECEIVING OR IS ENTITLED TO RECEIVE BENEFITS
UNDER THIS TRUST ATTEMPTS TO ASSIGN, TRANSFER OR DISPOSE OF SUCH
RIGHT OR AN ATTEMPT IS MADE TO SUBJECT SUCH RIGHT TO SUCH PROCESS,
SUCH ASSIGNMENT, TRANSFER OR DISPOSITION SHALL BE NULL AND VOID.

        12.  TERMINATION OF TRUST.  THIS TRUST MAY BE TERMINATED AT
ANY TIME BY THE COMPANY BY MAJORITY VOTE OF THE COMPANY'S BOARD OF
DIRECTORS WITH THE APPROVAL OF TWO-THIRDS OF THE

                                                -31-
<PAGE>
VOTES CAST BY PARTICIPANTS, WITH EACH PARTICIPANT ENTITLED TO CAST
THE NUMBER OF VOTES EQUAL TO THE NUMBER OF HIS YEARS OF SERVICE
UNDER THE PLAN, AND UPON SUCH TERMINATION, THE TRUST FUND SHALL BE
PAID OUT BY THE TRUSTEE AS AND WHEN DIRECTED BY THE ESOP
ADMINISTRATORS IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH 2. 
UPON SUCH DISTRIBUTION IN ACCORDANCE WITH THE DIRECTION OF THE ESOP
ADMINISTRATORS THE TRUSTEE SHALL BE RELEASED AND DISCHARGED.

        13.  APPLICABLE LAW.  THIS TRUST SHALL BE CONSTRUED,
REGULATED, AND ADMINISTERED UNDER THE LAWS OF THE
STATE/COMMONWEALTH IN WHICH THE PRINCIPAL OFFICE OF THE TRUSTEE IS
LOCATED, THE CODE AND ERISA.  ALL CONTRIBUTIONS TO THE TRUSTEE
SHALL BE DEEMED TO TAKE PLACE IN THE STATE OF OREGON.  THE TRUSTEE
MAY AT ANY TIME INITIATE AN ACTION OR PROCEEDINGS FOR THE
SETTLEMENT OF ITS ACCOUNTS OR FOR THE DETERMINATION OF ANY QUESTION
OF CONSTRUCTION WHICH MAY ARISE, OR FOR INSTRUCTIONS.

        14.  TITLES.  TITLES OF PARAGRAPHS ARE PLACED HEREIN FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL HAVE NO BEARING UPON THE
INTERPRETATION OF THIS TRUST.

        15.  ACTS BY COMPANY.  ANY ACTS BY THE COMPANY AUTHORIZED
HEREUNDER SHALL BE EVIDENCED BY RESOLUTIONS OF ITS BOARD OF
DIRECTORS.

        16.  COUNTERPARTS.  THIS TRUST MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, EACH ONE OF WHICH SHALL BE DEEMED TO BE THE
ORIGINAL.

                                                -32-
<PAGE>
        17.  FILINGS REQUIRED BY LAW.  THE COMPANY AGREES THAT IT WILL
HAVE RESPONSIBILITY FOR THE PREPARATION AND DELIVERY TO PERSONS AND
GOVERNMENTAL AGENCIES OF ALL INFORMATION, DESCRIPTIONS, REPORTS AND
RETURNS REQUIRED BY LAW.  THE TRUSTEE SHALL BE ENTITLED, AS IT MAY
DEEM APPROPRIATE FROM TIME TO TIME, TO REQUIRE OF THE COMPANY, THE
ESOP ADMINISTRATORS OR ANY OTHER PERSON INVOLVED IN THE
ADMINISTRATION OF THE PLAN OR THE INVESTMENT OF THE TRUST FUND, OR
HAVING ANY INTEREST UNDER THE PLAN OR IN, TO, OR UNDER THIS TRUST
OR TO THE TRUST FUND HELD HEREUNDER, SUCH CERTIFICATIONS AND PROOFS
OF FACTS AS SHALL PERMIT THE TRUSTEE TO PERFORM ITS DUTIES UNDER
APPLICABLE LAW AND REGULATIONS ADOPTED THEREUNDER AS MAY BE IN
EFFECT FROM TIME TO TIME, OR TO EXERCISE THE POWERS GRANTED THE
TRUSTEE UNDER THIS TRUST.

        18.  WITHHOLDING.  THE TRUSTEE, IN ACCORDANCE WITH THE WRITTEN
INSTRUCTIONS OF THE COMPANY, SHALL WITHHOLD ANY TAX WHICH BY ANY
PRESENT OR FUTURE LAW IS REQUIRED TO BE WITHHELD FROM ANY PAYMENT
MADE HEREUNDER.

        19.  SUBSTITUTION OF TRUSTEE.  ANY CORPORATION OR ASSOCIATION
INTO WHICH THE TRUSTEE MAY BE CONVERTED, MERGED OR WITH WHICH IT
MAY BE CONSOLIDATED, OR ANY CORPORATION OR ASSOCIATION RESULTING
FROM ANY CONVERSION, MERGER, REORGANIZATION OR CONSOLIDATION TO
WHICH THE TRUSTEE MAY BE A PARTY, SHALL BE THE SUCCESSOR OF THE
TRUSTEE HEREUNDER WITHOUT THE EXECUTION OR FILING OF ANY INSTRUMENT
OR THE PERFORMANCE OF ANY FURTHER ACT.

                                                -33-
<PAGE>
        20.  REGULATION U COMPLIANCE.  THE COMPANY REPRESENTS,
WARRANTS AND AGREES THAT IT SHALL NOT CAUSE AND WILL DIRECT EACH
INVESTMENT MANAGER NOT TO CAUSE THE TRUSTEE TO ENGAGE IN ANY
TRADING ACTIVITY THAT MAY CAUSE AN EXTENSION OF CREDIT IN VIOLATION
OF REGULATION U OF THE BOARD OF GOVERNOR'S OF THE FEDERAL RESERVE
OR REGULATION T OR X.  THIS INCLUDES TRADING ON MARGINABLE STOCK OR
FAILURE TO HAVE CASH IN THE TRUST FUND ADEQUATE TO PAY FOR DELIVERY
OF ANY SECURITIES TRADED.  IT IS MUTUALLY AGREED THAT SHOULD THE
TRUSTEE DETERMINE THAT A POTENTIAL REGULATION U VIOLATION, OR
OVERDRAFT CAN OCCUR, THE TRUSTEE SHALL TAKE APPROPRIATE MEASURES,
INCLUDING DISAFFIRMING OF THE TRADE AND THE LOSS SHALL BE ON THE
ACCOUNT OF THE COMPANY.

        21.  ESOP FEATURES.  NOTWITHSTANDING ANYTHING HEREIN OR IN THE
PLAN TO THE CONTRARY, ALTHOUGH THE PLAN AND THIS TRUST AGREEMENT
CONTAIN PROVISIONS ALLOWING THE ESOP ADMINISTRATORS TO DIRECT THE
TRUSTEE TO BORROW MONEY AND TO USE SUCH BORROWED MONEY TO ACQUIRE
COMPANY STOCK, THE COMPANY AGREES THAT NEITHER IT NOR THE ESOP
ADMINISTRATORS WILL ISSUE ANY SUCH DIRECTION TO THE TRUSTEE UNLESS
THE COMPANY PROVIDES THE TRUSTEE WITH AT LEAST NINETY (90) DAYS
PRIOR WRITTEN NOTICE OF THE INTENTION TO ISSUE SUCH DIRECTION.

        22.  CONDITIONAL ADOPTION.  THIS AGREEMENT SHALL BE
CONDITIONED ON THE APPROVAL BY PLAN PARTICIPANTS IN ACCORDANCE WITH
SECTION 21 OF THE PLAN, IF THIS AGREEMENT IS EXECUTED BEFORE SUCH
APPROVAL IS OBTAINED, AND THIS AGREEMENT SHALL BE EFFECTIVE AT SUCH
TIME AS THE PARTICIPANTS' APPROVAL IS OBTAINED.

                                                -34-
<PAGE>
        IN WITNESS WHEREOF, THE COMPANY AND THE TRUSTEE HAVE CAUSED
THIS TRUST TO BE EXECUTED THIS ________ DAY OF
________________________, 1995 ON THEIR BEHALF BY THEIR DULY
AUTHORIZED OFFICERS AS OF THE DATE FIRST ABOVE WRITTEN.



OREGON METALLURGICAL CORPORATION            KEY TRUST COMPANY OF THE NORTHWEST,
                                            TRUSTEE


BY: /s/ Dennis P. Kelly                     BY: /s/ Roger L. P. Greene
   _______________________________              _____________________________



AND: /s/ Gary A. Weber                      AND: /s/ Arlene Fraser
    ______________________________               ____________________________

G:\WJN\GJE\PRISTST2.DOC

                                                -35-