TRUST AGREEMENT UNDER OREGON METALLURGICAL CORPORATION
               ______________________________________________________
                                              SAVINGS 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 SAVINGS 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 

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OTHER INCREMENT THEREON (HEREINAFTER CALLED THE "TRUST FUND") SHALL
BE HELD, MANAGED AND 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 COMMITTEES APPOINTED BY THE COMPANY TO ADMINISTER THE
PLAN OR TO DIRECT INVESTMENTS UNDER THIS TRUST (HEREINAFTER
REFERRED TO COLLECTIVELY (IF MORE THAN ONE) OR INDIVIDUALLY AS THE
"COMMITTEE") 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
COMMITTEE, 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 PURPOSES, INCLUDING THE

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PURCHASE OF LIFE INSURANCE AND/OR ANNUITY CONTRACTS, AS MAY BE
SPECIFIED IN THE DIRECTIONS OF THE COMMITTEE.  THE TRUSTEE SHALL BE
UNDER NO DUTY TO MAKE INQUIRIES AS TO WHETHER ANY DISTRIBUTION
DIRECTED BY THE COMMITTEE 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. 
The Trustee, as a nondiscretionary Trustee, as may be directed by
the Committee (or the Participants to the extent provided herein
pursuant to the terms of the Plan) is authorized and empowered, by
way of

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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 Committee 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 Committee, OR ANOTHER INDEPENDENT FIDUCIARY, IN WRITING,
        OF ITS INTENTION TO MAKE SUCH INVESTMENTS AND SHALL OBTAIN THE
        WRITTEN CONSENT OF THE Committee, AND/OR SUCH OTHER FIDUCIARY
        AS MAY BE REQUIRED UNDER ERISA, TO THE FEE ARRANGEMENT),
        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

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        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
        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 COMMITTEE 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.

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               (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, 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

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        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)  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.

               (XI)  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.

               (XII)  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,
        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.

                       (XIII)  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.

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                       (XIV)  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.

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

               (XVI)  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 COMMITTEE
SHALL HAVE THE FOLLOWING POWERS AND RESPONSIBILITIES WITH RESPECT
TO THE ASSETS HELD IN THE TRUST FUND:

               (I)  COMPANY OR COMMITTEE DIRECTION.  The assets of the
        Trust Fund shall be held in such number of Investment Funds
        (the "Investment Funds") as the Committee and the Trustee may
        agree, plus a Company Stock Fund if elected by the Committee,
        as the Committee shall designate in writing on the Investment
        Fund Designation form affixed hereto.  Such Investment Funds
        shall be selected by the Committee subject to the Trustee's
        agreement to administer such investments under this Agreement. 
        The Committee hereby acknowledges that, available as In-
        vestment Funds are interests in Proprietary Mutual Funds and
        Collective Funds.  The Committee acknowledges that it, as a
        Named Fiduciary, has the sole responsibility for selection of
        the Investment Funds offered under the Plan, and it has done
        so on the basis of the Committee's 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

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        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 Committee represents that it 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 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 Committee. 
        Dividends, interest and other distributions shall be
        reinvested in the same Investment Fund from which received.

        If the Company sponsors a 401(k) or profit sharing plan it, or
        the Committee, may elect to determine the Investment Funds,
        including a Company Stock Fund, if applicable, into which
        Matching Contributions and/or Company Contributions will be
        invested and/or into and out of which Participants may not
        direct contributions.  By making these designations, the
        Company, or the Committee, shall be deemed to have advised the
        Trustee in writing regarding the retention of investment
        powers.

        Notwithstanding the foregoing provisions of this Paragraph 4,
        the Trustee may, in its discretion, accept certain investments
        which have been, and are, held as part of the Trust Fund prior
        to the date the Company adopted this Plan.  Such investments
        shall be

                                                 -9-
<PAGE>
        considered investments directed by the Company or the
        Committee, if one is acting.  The Trustee shall hold,
        administer and dispose of such investments in accordance with
        directions to the Trustee contained in a written notice from
        the Company or Committee.  Any such notice shall advise the
        Trustee regarding the retention of investment powers by the
        Company or the Committee and shall be of a continuing nature
        or otherwise, and may be revoked in writing by the Company or
        Committee.  In addition, unless specifically agreed to between
        the Trustee and the Company or the Committee, 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 Committee, 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 Committee, 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 Committee or any Participant.  The Trustee
        shall be under no duty to make any review of investments
        directed by the Company, the Committee 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, 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
        COMMITTEE 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
        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

                                                -10-
<PAGE>
        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 COMMITTEE 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 (X) THROUGH (XVI) 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 COMMITTEE 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 COMMITTEE. 
        SO LONG AS, AND TO THE EXTENT THAT, THE COMPANY OR COMMITTEE
        SHALL EXERCISE THE POWER TO 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 COMMITTEE IN

                                                -11-
<PAGE>
        ACCORDANCE WITH THE INSTRUCTIONS RECEIVED FROM THE COMPANY OR
        COMMITTEE; (B) WITH RESPECT TO ASSETS IN SUCH INVESTMENT FUND
        SHALL FOLLOW ANY INSTRUCTIONS RECEIVED BY IT FROM THE COMPANY
        OR COMMITTEE AS TO THE EXERCISE BY THE COMPANY OR COMMITTEE OF
        THE POWERS UNDER SUBSECTIONS (I) THROUGH (IX) OF SUBPARAGRAPH
        A OF THIS PARAGRAPH 4, WHICH POWERS SHALL BE EXCLUSIVELY HELD
        BY THE COMPANY OR COMMITTEE; 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 (X) THROUGH
        (XVI) 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 COMMITTEE.

               (V)  SPECIAL LIMITED PURPOSE FUNDS.  THE COMPANY OR
        COMMITTEE MAY DESIGNATE AN INVESTMENT FUND AS A SPECIAL
        PURPOSE OR LIMITED PURPOSE FUND THAT IS TO BE MANAGED (WHETHER
        BY THE COMPANY, THE COMMITTEE, 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
Commitee, 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 the Commitee, 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
The Commitee and the Trustee) to 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

                                                -12-
<PAGE>
Committee shall direct.  For purposes of the immediately preceding
sentence, the Committee, 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 Committee 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 Committee 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.

                       (iv)  Except as otherwise provided in the Plan,
        neither the Trustee, the Company, the Committee, 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

                                                -13-
<PAGE>
        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,
        COMMITTEE, AND ALL OTHER FIDUCIARIES OF THE PLAN AND/OR TRUST
        SHALL BE SUBJECT TO THE PROPER DIRECTIONS OF SUCH PARTICIPANT. 
        WHENEVER THE TRUSTEE, COMMITTEE, 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, COMMITTEE, 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
        COMMITTEE 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 COMMITTEE 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 COMMITTEE 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. 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.

                                                -14-
<PAGE>
               (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 COMMITTEE 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.

               (V)  IN THE EVENT THAT AN INVESTMENT MANAGER APPOINTED
        HEREUNDER IS AUTHORIZED AND EMPOWERED BY THE COMMITTEE 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

                                                -15-
<PAGE>
        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 COMMITTEE 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.

               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

                                                -16-
<PAGE>
TRUSTEE'S SOLE INVESTMENT AUTHORITY HEREUNDER OR PURSUANT TO THE
DIRECTIONS OF THE COMMITTEE 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 COMMITTEE 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 COMMITTEE, 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 COMMITTEE, THE COMPANY, OR AN INVESTMENT MANAGER AND UNDER
NO DUTY AT ANY 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

                                                -17-
<PAGE>
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 COMMITTEE OR A PARTICIPANT
PURSUANT TO PARAGRAPH 4 OF SUBPARAGRAPH C HEREOF OR ANY INACTION
WITH RESPECT TO ANY COMMITTEE MANAGED INVESTMENT FUND OR ANY
PARTICIPANT DIRECTED INVESTMENT OR WITH RESPECT TO ANY INVESTMENT
PREVIOUSLY MADE AT THE DIRECTION OF THE COMMITTEE OR ANY
PARTICIPANT DIRECTED INVESTMENT IN THE ABSENCE OF DIRECTIONS FROM
THE COMMITTEE 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
COMMITTEE DIRECTLY TO A BROKER OR DEALER, OR (IV) ANY FAILURE BY
THE TRUSTEE TO PAY FOR ANY PROPERTY PURCHASED BY AN INVESTMENT
MANAGER OR THE COMMITTEE 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 COMMITTEE OR ANY

                                                -18-
<PAGE>
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 COMMITTEE, 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 COMMITTEE 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 COMMITTEE AS THE CASE MAY BE.

               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 COMMITTEE SHALL PROVIDE THE TRUSTEE WITH COPIES OF ALL
AGREEMENTS WITH ALL INVESTMENT MANAGERS APPOINTED BY THE COMMITTEE
AND ALL OTHER DOCUMENTS AMENDING OR SUPPLEMENTING

                                                -19-
<PAGE>
SUCH AGREEMENTS AND THE TRUSTEE SHALL BE ENTITLED TO RELY UPON THE
COMPANY'S AND THE COMMITTEE'S ATTENTION TO THE AFORESAID OBLIGATION
AND SHALL BE UNDER NO DUTY TO INQUIRE OF THE COMPANY OR THE
COMMITTEE OR ANY OTHER PERSON AS TO THE EXISTENCE OF ANY SUCH
DOCUMENTS NOT PROVIDED BY THE COMPANY OR THE COMMITTEE PURSUANT TO
THE FOREGOING UNDERTAKING.

               K.  SECURITIES LENDING.  THE COMMITTEE 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 COMMITTEE MAY AGREE, TO
DELIVER TO ANY SUCH BROKER-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:

                                                -20-
<PAGE>
                       (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 Committee
        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 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

                                                -21-
<PAGE>
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 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
        Committee and the Trustee may also provide Participants with
        such other material concerning the tender or exchange offer as
        the Trustee or the Committee in its discretion determines to
        be appropriate; provided, however, that prior to any
        distribution of materials by the Committee, the Trustee shall
        be furnished with sufficient numbers of complete copies of all
        such materials.  The Company and the Committee 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

                                                -22-
<PAGE>
        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 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

                                                -23-
<PAGE>
        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 Committee, 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.

               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 COMMITTEE 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 COMMITTEE OR THE

                                                -24-
<PAGE>
INVESTMENT MANAGER, WILL BE RESPONSIBLE FOR VALUING ALL OTHER
ASSETS ACQUIRED BY THE COMPANY, THE COMMITTEE OR AN INVESTMENT
MANAGER FOR ALL PURPOSES OF THE TRUST FUND.  IF AN ASSET IS VALUED
BY THE COMPANY, THE COMMITTEE OR AN INVESTMENT MANAGER, THE
COMMITTEE 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 TRUSTEEE
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 (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

                                                -25-
<PAGE>
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 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

                                                -26-
<PAGE>
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. 
UNLESS PAID DIRECTLY BY THE COMPANY, 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 FROM THE TRUST FUND.  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 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 COMMITTEE AND THE TRUSTEE SHALL AGREE
UPON.  THE TRUSTEE SHALL RENDER FROM TIME TO TIME ACCOUNTS OF ITS
TRANSACTIONS TO THE COMMITTEE, AND THE COMMITTEE MAY APPROVE SUCH
ACCOUNTS

                                                -27-
<PAGE>
BY AN INSTRUMENT IN WRITING DELIVERED TO THE TRUSTEE.  IN THE
ABSENCE OF THE FILING IN WRITING WITH THE TRUSTEE BY THE COMMITTEE
OF EXCEPTIONS OR OBJECTIONS TO ANY SUCH ACCOUNT WITHIN SIXTY (60)
DAYS, THE COMMITTEE SHALL BE DEEMED TO HAVE APPROVED SUCH ACCOUNT;
AND IN SUCH CASE, OR UPON THE WRITTEN APPROVAL BY THE COMMITTEE 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 COMMITTEE MAY REQUIRE AN ACCOUNTING.

        8.  RELIANCE OF TRUSTEE ON COMMITTEE.  THE TRUSTEE SHALL BE
FULLY PROTECTED IN RELYING UPON A CERTIFICATION SIGNED BY ONE OR
MORE OF THE MEMBERS OF THE COMMITTEE (AS SHALL BE DESIGNATED IN A
WRITTEN INSTRUMENT SIGNED BY ALL THE MEMBERS OF THE COMMITTEE AND
FILED WITH THE TRUSTEE) WITH RESPECT TO ANY INSTRUCTION, DIRECTION
OR APPROVAL OF THE COMMITTEE 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

                                                -28-
<PAGE>
DISTRIBUTIONS ARE MADE IN ACCORDANCE WITH THE WRITTEN DIRECTIONS OF
THE COMMITTEE 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.

        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

                                                -29-
<PAGE>
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.  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

                                                -30-
<PAGE>
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, AND UPON SUCH TERMINATION, THE TRUST FUND
SHALL BE PAID OUT BY THE TRUSTEE AS AND WHEN DIRECTED BY THE
COMMITTEE IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH 2.  UPON
SUCH DISTRIBUTION IN ACCORDANCE WITH THE DIRECTION OF THE COMMITTEE
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.

                                                -31-
<PAGE>
        16.  COUNTERPARTS.  THIS TRUST MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, EACH ONE OF WHICH SHALL BE DEEMED TO BE THE
ORIGINAL.  FOR PURPOSES OF THIS AGREEMENT AND ANY AMENDMENTS
HERETO, FACSIMILE SIGNATURES SHALL BE TREATED AS ORIGINALS.

        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
COMMITTEE 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

                                                -32-
<PAGE>
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.

        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.

        IN WITNESS WHEREOF, THE COMPANY AND THE TRUSTEE HAVE CAUSED
THIS TRUST TO BE EXECUTED THIS 10TH DAY OF OCTOBER, 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
   _______________________________             ______________________________

                                                -33-
<PAGE>
AND: /s/ Gary A. Weber                     AND: /s/ Arlene Fraser
    ______________________________              _____________________________


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                                                -34-