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                                                                   EXHIBIT 10.01

                            EASTMAN CHEMICAL COMPANY
                             BENEFIT SECURITY TRUST

         THIS TRUST AGREEMENT is made this 24th day of December, 1997, by and
between Eastman Chemical Company ("Company"), and Wachovia Bank, N.A., as
Trustee ("Trustee").

                              W I T N E S S E T H:

         WHEREAS, Company has adopted certain nonqualified deferred compensation
plans and severance agreements listed on Appendix A attached hereto and made a
part hereof (collectively, the "Plans", and each such plan and severance
agreement may be referred to herein as a "Plan"); and

         WHEREAS, Company wishes to establish a trust (hereinafter called
"Trust") and to contribute to the Trust assets that shall be held therein,
subject to the claims of Company's creditors in the event of Company's
Insolvency, as herein defined, until paid to Plan participants and their
beneficiaries in such manner and at such times as specified in the Plans; and

         WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plans
as unfunded plans maintained for the purpose of providing deferred compensation
for a select group of management or highly compensated employees for purposes of
Title I of the Employee Retirement Income Security Act of 1974;

         NOW, THEREFORE, the parties do hereby establish this Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

         Section 1. Establishment of Trust.

         (a)      Company hereby deposits with Trustee in trust Fifteen Thousand
Dollars ($15,000.00), which shall become the principal of the Trust to be held,
administered and disposed of by Trustee as provided in this Trust Agreement.

         (b)      The Trust shall be irrevocable once executed by the Company
and Trustee, except as provided in Section 12 of this Trust Agreement.

         (c)      The Trust is intended to be a grantor trust, of which Company
is the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.


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         (d)      The principal of the Trust, and any earnings thereon shall be
held separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of Plan participants and general creditors
as herein set forth. Plan participants and their beneficiaries shall have no
preferred claim on, or any beneficial ownership interest in, any assets of the
Trust. Any rights created under the Plans and this Trust Agreement shall be mere
unsecured contractual rights of Plan participants and their beneficiaries
against Company. Any assets held by the Trust will be subject to the claims of
Company's general creditors under federal and state law in the event of
Insolvency, as defined in Section 3(a) herein.

         (e)      The funding of the Trust shall be governed by the following
terms and conditions.

                  (1)      The Company may at any time or from time to time make
         contributions to the Trust, provided that such contributions are
         approved by the Board of Directors of the Company in a resolution
         validly adopted by the Board that expressly authorizes such
         contributions. Notwithstanding the foregoing, assets contributed to the
         Trust (other than the assets described on Appendix C) must be (i) in
         the opinion of the Trustee, liquid or easily liquidated; and (ii) in
         the case of equity securities, traded on a national securities exchange
         or on the NASDAQ National Market System. Debt securities must be at
         least "investment grade", as that term is commonly used by debt rating
         agencies.

                  (2)      Upon the creation of this Trust, the Company shall
         convey to the Trustee a deed of trust with respect to those parcels of
         real property described on Appendix C attached hereto (the "Deed of
         Trust") and a warrant to purchase common stock of the Company described
         on Appendix C attached hereto (the "Warrant"). Such Deed of Trust and
         Warrant (together with any additional security interests granted to the
         Trustee by the Company hereafter and any security which is substituted
         for such Deed of Trust, Warrant or future security interests) may be
         referred to herein as the "Security Interests." The real property with
         respect to which the Deed of Trust is granted and the unissued Company
         common stock which is subject to issuance under the Warrant (together
         with any additional real, personal or intangible property as to which
         the Trustee is given a security interest and any real, personal or
         intangible property which is substituted for the property described on
         Appendix C), may be referred to herein as the "Underlying Property".

                  (3)      Within five (5) business days after the first to
         occur of (i) the date the Company has knowledge of a Potential Change
         in Control (and for this purpose, "knowledge" shall mean that the Chief
         Executive Officer, Chief Financial Officer or General Counsel has
         actual knowledge of such event); (ii) the date the Company experiences
         a Change in Control; (iii) the date the Company receives a Notice or
         Notices of Plan Payment Default that are not postponed under Section
         1(f)(4) pending the final resolution of independent judicial or
         arbitration proceedings; or (iv) the date the Trustee issues a final


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         Notice of Plan Payment Default following the final resolution of the
         independent judicial or arbitration proceedings described in Section
         1(f)(4), the Company shall transfer to the Trustee cash or other liquid
         funds acceptable to the Trustee in the amount of the Value of the
         Benefit Obligations as most recently determined by the Trustee in its
         sole and absolute discretion or its agents under Section 2(b) of this
         Trust, as well as the Expected Trust Expenses, and immediately upon
         such transfer the Trustee shall release and convey to the Company any
         and all interest which the Trustee has in the Security Interests and
         the Underlying Property. If the Company fails to make such transfer of
         cash or other liquid funds within the period prescribed by the
         preceding sentence, then the Trustee shall exercise the Warrant and
         shall foreclose on the Deed of Trust and any other Security Interests
         without further notice to the Company. Each of the events described in
         clauses (i) through (iv) of the first sentence of this paragraph shall
         be referred to herein as a "Triggering Event."

                  (4)      The Company shall have the right at any time to
         purchase from the Trustee (i) the Deed of Trust; (ii) the Warrant
         and/or any Company common stock issued pursuant to the Warrant; and
         (iii) any other Underlying Property then held by the Trustee for then
         fair market value of the Deed of Trust, the Warrant, Company common
         stock issued pursuant to the Warrant, or other Underlying Property (as
         determined by the Trustee in its sole discretion), as applicable, upon
         such terms and conditions as are determined reasonable by the Trustee
         in its sole and absolute discretion, provided, however, that the
         consideration paid to the Trust shall either be cash or property which
         meets the conditions of the second sentence of Section 1(e)(1).

                  (5)      If the event which caused the Company to transfer
         cash or other liquid funds to the Trustee was a Potential Change in
         Control, and the conditions which created the Potential Change in
         Control cease to exist (other than by consummation of a Change in
         Control), then the Company shall have the right at any time thereafter
         to cause the Trustee to return to the Company any and all cash or other
         assets then held by the Trustee, upon the reconveyance to the Trustee
         of the Security Interests in the Underlying Property or by giving the
         Trustee security acceptable to the Trustee in an amount not less than
         the Value of the Benefit Obligations as most recently determined by the
         Trustee in its sole and absolute discretion under Section 2(b) of this
         Trust, as well as the Expected Trust Expenses.

                  (6)      If the Company funds the Trust on a discretionary
         basis (i.e., such funding was not required by a Triggering Event),
         then, at any time when the aggregate fair market value (as determined
         by the Trustee in its sole and absolute discretion) of all property
         held by the Trustee (excluding the value of the Deed of Trust, the
         Warrant and any other Security Interests) exceeds the Value of the
         Benefit Obligations as most recently determined by the Trustee in its
         sole and absolute discretion under Section 2(b) of this Trust, as well
         as the


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         Expected Trust Expenses, then upon the written request of the Company
         the Trustee shall release and convey to the Company any and all
         interest which the Trustee has in the Security Interests and the
         Underlying Property. At any time thereafter, the Company shall have the
         right to cause the Trustee to return to the Company (i) cash or other
         assets then held by the Trustee in an amount equal to the lesser of (A)
         the current fair market value (as determined by the Trustee in its sole
         and absolute discretion) of the Security Interests previously released
         to the Company, or (B) the fair market value (as determined by the
         Trustee in its sole and absolute discretion) of the Security Interests
         previously released to the Company at the time of their previous
         release to the Company, in either case by reconveying to the Trustee
         the Security Interests previously released to the Company; or (ii) any
         and all cash or other assets then held by the Trustee, by giving the
         Trustee security acceptable to the Trustee in an amount not less than
         the Value of the Benefit Obligations as most recently determined by the
         Trustee in its sole and absolute discretion under Section 2(b) of this
         Trust, as well as the Expected Trust Expenses.

                  (7)      Prior to a Triggering Event, the Company shall not be
         required to make any contributions to the Trust except as expressly
         provided in Section 1(e)(2)(i.e., initial funding of the Trust). No
         later than forty-five (45) days after the end of each calendar year
         following the occurrence of a Triggering Event, and regardless of
         whether the Trustee exercises any Security Interest under this Section
         1, the Company shall transfer to the Trustee cash or other liquid funds
         acceptable to the Trustee in the amount of A minus B, where A equals
         the Value of the Benefit Obligations as most recently determined by the
         Trustee in its sole and absolute discretion or its agents under Section
         2(b) of this Trust, as well as the Expected Trust Expenses, and B
         equals the fair market value (as determined by the Trustee in its sole
         and absolute discretion) of the cash and liquid assets of the Trust as
         of the last day of such calendar year.

                  (f)      Special Determinations Concerning Plan Payment
         Default.

                  (1)      A "Claim of Plan Payment Default" means a written
         notice from any Trust Beneficiary to the Trustee that (i) one or more
         payment(s) have not been made on a timely basis to a participant or
         beneficiary under any Plan; or (ii) if the Company or Trustee has
         engaged a paying agent to make payments under one or more Plans, that
         Company has not transferred funds to such paying agent on a timely
         basis to enable the paying agent to make all payments then due under
         the Plans for which the paying agent has responsibility.

                  (2)      A "Notice of Plan Payment Default" means a written
         notice from the Trustee to the Company given by facsimile not more than
         ten (10) business days after its receipt of a Claim of Plan Payment
         Default which the Trustee has determined to be accurate, or, if the
         Trustee has not been able to determine the accuracy of such claim, that
         appears to the Trustee to have been made in good faith, stating that
         (i) the Company is not in compliance with the terms of one or


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         more of the Plans, specifying the Plan(s) involved, the participants or
         beneficiaries involved, the payments not made on a timely basis, and
         the actions necessary to cure such default, or (ii) if the Company or
         the Trustee has engaged a paying agent to make payments under one or
         more of the Plans, the Company has not transferred funds to such paying
         agent on a timely basis to enable the paying agent to make all payments
         then due under the Plans for which the paying agent has responsibility,
         and the actions necessary to cure such default.

                  (3)      A "Plan Payment Default" shall mean (i) that one or
         more payment(s) have not been made on a timely basis to a Participant
         or beneficiary under any Plan; or (ii) if the Company or Trustee has
         engaged a paying agent to make payments under one or more of the Plans,
         that the Company has not transferred funds to such paying agent on a
         timely basis to enable the paying agent to make all payments then due
         under the Plans for which the paying agent has responsibility.
         Notwithstanding the foregoing, a "Plan Payment Default" shall not be
         deemed to occur if the Company makes an incorrect Plan payment to a
         Participant or beneficiary, but the payment is at least ninety percent
         (90%) of what is ultimately determined by the Trustee to be the correct
         amount; provided, further that this exception shall no longer apply
         with respect to a given Participant or beneficiary if the Company makes
         three incorrect underpayments to such Participant or beneficiary.

                  (4)      Not more than ten (10) business days after the
         Trustee's receipt of a Claim of Plan Payment Default which the Trustee
         has determined to be accurate, or, if the Trustee has not been able to
         determine the accuracy of such claim, that appears to the Trustee to
         have been made in good faith, the Trustee shall issue by facsimile a
         Notice of Plan Payment Default to the Company. The Company's responses
         to such Notice shall be one of the following:

                  (A)      If the Company does not respond by facsimile to such
                  Notice within five (5) business days after such Notice was
                  sent to and received by the Company, then the Trustee shall
                  exercise the Warrant and foreclose on the Deed of Trust and
                  any other Security Interests.

                  (B)      The Company may cure in full such Plan Payment
                  Default within five (5) business days after such Notice was
                  sent to and received by the Company, and in such event the
                  Trustee shall not exercise the Warrant or foreclose upon the
                  Security Interests unless and until the Trustee determines in
                  its sole discretion that the Company's actions did not
                  constitute a full and complete cure under the circumstances.
                  What constitutes a full and complete cure under the
                  circumstances shall be determined by the Trustee in its sole
                  discretion. If the Trustee determines in its sole discretion
                  that the Company's actions did not constitute a full and
                  complete cure under the circumstances, then the Trustee shall
                  exercise the Warrant and foreclose upon the Deed of Trust and
                  any other Security Interests without further notice to the
                  Company.


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                  (C)      The Company may respond to such Notice within five
                  (5) business days of receipt of such Notice by sending to the
                  Trustee by facsimile a notice signed by the Chief Executive
                  Officer, Chief Financial Officer or General Counsel of the
                  Company which (i) affirms that the Company has a good faith
                  belief that Plan Payment Default in question was permitted
                  under the applicable Plan; (ii) sets forth the basis for such
                  good faith belief; and (iii) represents that independent
                  judicial or arbitration proceedings are pending concerning the
                  Plan Payment Default, or will be instituted by the Company in
                  no less than thirty (30) calendar days, seeking to resolve
                  whether or not a Plan Payment Default was permitted under the
                  terms of the applicable Plan. If the Trustee receives such a
                  notice within such time period, then the Trustee shall not
                  exercise the Warrant or foreclose upon the Deed of Trust or
                  other Security Interests unless and until (i) the Trustee
                  determines in its sole and absolute discretion that the issue
                  of the Plan Payment Default has been finally resolved
                  adversely to the Company in such independent proceedings; (ii)
                  after making the determination referred to in clause (i), the
                  Trustee gives the Company by facsimile a final Notice of Plan
                  Payment Default; and (iii) such final Notice of Plan Payment
                  Default gives the Company a period of five (5) business days
                  after such final Notice was received by the Company to make a
                  full and complete cure of such Plan Payment Default. If the
                  Trustee determines in its sole and absolute discretion that
                  the Company's actions do not constitute a full and complete
                  cure under the circumstances, then the Trustee shall exercise
                  the Warrant and foreclose upon the Deed of Trust and any other
                  Security Interests without further notice to the Company.

                  (D)      Notwithstanding paragraph (f)(4)(C) above, the
                  Trustee shall have the right at all times to determine in its
                  sole and absolute discretion the independence of the judicial
                  or arbitration proceeding described in paragraph (f)(4)(C)
                  above, the finality of such judicial or arbitration
                  proceeding, and the meaning of any such judicial or
                  arbitration proceeding. In addition, if the Trustee determines
                  that the issue of the Plan Payment Default has been finally
                  resolved adversely to the Company in such independent
                  proceedings, then in its final Notice of Plan Payment Default
                  to the Company the Trustee shall require that the Company pay
                  directly to the affected Trust Beneficiaries within five (5)
                  business days of the date the final Notice of Plan Payment
                  Default is received by the Company, the reasonable attorneys
                  fees and expenses incurred by such affected Trust
                  Beneficiaries in pursuing such judicial or arbitration
                  proceedings, and the Company's cure of the Plan Payment
                  Default shall not be full and complete unless such payment is
                  made to the affected Trust Beneficiaries within such period.


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         (g)      As an alternative to exercising the Warrant or foreclosing
upon the Deed of Trust or other Security Interests under paragraphs (e) or (f)
above, the Trustee may sell or assign the Warrant, the Deed of Trust, and any
other Security Interests for adequate consideration (as determined by the
Trustee) to one or more persons other than the Company or any subsidiary of the
Company, provided that prior to such sale or assignment the Trustee (i) gives
the Company at least five (5) business days prior written notice of such sale or
assignment and offers the Company the opportunity to purchase the Warrant, the
Deed of Trust, or other Security Interests, as applicable, on the same terms and
conditions as are being offered by such proposed third party purchaser, and (ii)
gives the Company five (5) business days to accept such offer in writing

         (h)      Each participant in a Plan listed on Appendix A, and each
beneficiary of such participant (to the extent such beneficiary has become
entitled to payments from a Plan) shall be referred to herein as a "Trust
Beneficiary." Upon direction from the Company, the Trustee shall create (1) a
separate sub-trust for each Trust Beneficiary of the Class I and Class III Plans
listed on Appendix A, (2) a separate sub-trust for each of the Class II Plans
listed on Appendix A; and (3) a separate sub-trust (to be known as the "Expense
Sub-Trust") to hold Trust funds to be used to pay Trust administration and
Trustee fees and expenses. Each time the Company transfers property to the Trust
(other than a Security Interest), Company shall identify the specific sub-trust
to which such property shall be credited. Thereafter all income and appreciation
from such property shall also be credited to such sub-trust. Notwithstanding the
foregoing, to the extent the Trust is funded as a result of a Triggering Event,
then (A) if the then existing assets of the Trust, together with the assets
added as a result of a Triggering Event, are less than the Value of the Benefit
Obligations for all of the Plans as most recently determined by the Trustee in
its sole and absolute discretion under Section 2(b) of this Trust, together with
the Expected Trust Expenses, then the assets added as a result of the Triggering
Event shall be allocated among the Plans and the Expense Sub-Account in such a
manner that the funding percentage of each Plan and the Expense Sub-Account
relative to each Plan's then Benefit Obligations and the Expected Trust
Expenses, and after such allocation, is as equal as possible among the Plans and
the Expense Sub-Account; and (B) if the then existing assets of the Trust,
together with the assets added as a result of a Triggering Event, are more than
the Value of the Benefit Obligations for all of the Plans as most recently
determined by the Trustee in its sole and absolute discretion under Section 2(b)
of this Trust, together with the Expected Trust Expenses, then (i) the assets
added as a result of the Triggering Event shall first be allocated to the Class
II Plans identified on Appendix A (i.e., the defined benefit pension-type plans)
until the funding percentage for each such Class II Plan is 125% of the then
Benefit Obligation for each such Plan, (ii) the assets added as a result of the
Triggering Event shall next be allocated to the Expense Sub-Account until the
funding percentage for the Expense Sub-Account is 125% of the then Expected
Trust Expenses, and (iii) any remaining assets added as a result of the
Triggering Event shall then be allocated among all of the Plans identified on
Appendix A and the Expense Sub-Account in proportion to the Value of each Plan's
then Benefit Obligation and the Expected Trust Expenses.


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<PAGE>   8

Except as specifically otherwise provided in this Trust, (x) all amounts
credited to the sub-trust of an individual Trust Beneficiary of a Class I or
Class III Plan shall be used solely and exclusively to pay to such Trust
Beneficiary the benefits to which such persons are entitled under the Plan(s),
(y) all amounts credited to the sub-trust of a Class II Plan shall be used
solely and exclusively to pay the benefits owing to such Trust Beneficiaries
under such Plan(s); and (z) all amounts credited to the Expense Sub-Account
shall be used solely and exclusively to pay Trust administration and Trustee
fees and expenses (including fees and expenses of any agent of the Trustee). The
Trustee may commingle the property of the separate sub-trusts for administration
and investment purposes, provided that the Trustee maintains sufficient records
to identify the principal and income of the commingled property which is
allocable to each sub-trust, and further provided that under no circumstances
shall the property of a sub-trust be distributed to or used for the benefit of
any other sub-trust.

         Section 2. Payments to Plan Participants and Their Beneficiaries.

         (a)      Company has appointed Fidelity Institutional Retirement
Services Company as the independent recordkeeper with respect to the Class I and
Class III Plans listed on Appendix A. Company has appointed Towers Perrin as the
independent actuary with respect to the Class II Plans listed on Appendix A.

         The Company may change the recordkeeper or actuary with respect to any
of the Plans before or after a Triggering Event, provided that in all cases
(before or after a Triggering Event), the Steering Committee described in
Section 12 of this Trust consents to the removal of the existing entity
performing such function and the appointment of the new entity performing such
function; and further provided that after a Triggering Event the Trustee also
consents to the removal of the existing entity performing such function and the
appointment of the new entity performing such function. The original or
successor recordkeeper may be referred to herein as "Recordkeeper", and the
original or successor independent actuary may be referred to herein as
"Actuary."

         The fees and expenses of such agents shall be deemed to be
administrative fees and expenses for purposes of Section 9 of this Trust
Agreement.

         (b)      Prior to a Triggering Event, the Company shall provide to the
Trustee and the Steering Committee at least once each calendar year, and more
frequently if requested by the Trustee, a report which shows (i) the aggregate
amount of the Benefit Obligation for each Plan; (ii) the Security Interests held
by the Trustee; and (iii) the fair market value of the aggregate assets held by
the Trust and allocable to each Plan (other than the Security Interests or
Underlying Property); provided, however, that this shall not be construed to
require the Company to contribute additional assets or additional Security
Interests to the Trust.


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<PAGE>   9

         After a Triggering Event, the Company shall provide to the Trustee or
its agents such information as the Trustee or its agents may reasonably request
in order to determine the Benefit Obligations, the Value thereof, or any aspect
concerning the payment thereof. Once the Trustee or its agents has determined
the aggregate amount of the Benefit Obligations for each Plan, the Trustee shall
promptly provide to the Steering Committee a report with the items of
information described in clauses (i) through (iii) of the immediately preceding
paragraph.

         The Company shall pay all of the expenses, including without limitation
attorneys' fees and expenses, incurred by the Trustee or its agents in enforcing
in good faith the duties and obligations of the Company as set forth in this
Trust Agreement. The Recordkeeper and Actuary shall provide the Trustee with any
information within the knowledge of the Recordkeeper or the Actuary concerning
the Company, the Plans, the Trust Beneficiaries, the Benefit Obligations, or the
Value thereof, which is necessary for the Trustee to discharge its duties
hereunder.

         (c)      Prior to the date a Triggering Event occurs, the Company,
either directly or through a paying agent (if one has been appointed) shall make
all payments to the Plan participants and their beneficiaries in accordance with
the Plans. Once a Triggering Event occurs, the Trustee or the paying agent (if
one has been appointed) shall make payments to Plan participants and their
beneficiaries in accordance with such information as is available from time to
time to the paying agent, the Recordkeeper or the Trustee, and which the Trustee
or its agents deems reliable.

         (d) The Trustee or the paying agent (if one has been appointed) shall
make provision for the reporting and withholding of any federal, state or local
taxes that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the Plans and shall pay amounts withheld to
the appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by Company.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When
Company is Insolvent.

         (a)      Trustee shall cease payment of benefits to Plan participants
and their beneficiaries if the Company is Insolvent. Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay
its debts as they become due, or (ii) Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.

         (b)      At all times during the continuance of this Trust, as provided
in Section 1(d) hereof, the principal and income of the Trust shall be subject
to claims of general creditors of Company under federal and state law as set
forth below.


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<PAGE>   10
                  (1)      The Board of Directors and the Chief Executive
Officer of Company shall have the duty to inform Trustee in writing of Company's
Insolvency. If a person claiming to be a creditor of Company alleges in writing
to Trustee that Company has become Insolvent, Trustee shall determine whether
Company is Insolvent and, pending such determination, Trustee shall discontinue
payment of benefits to Plan participants or their beneficiaries. In making the
determination whether Company is Insolvent, Trustee may employ an accounting
firm (other than the auditors to the Company) and such other agents as are
necessary or appropriate in making such determination. The fees and expenses of
such agents shall be deemed to be fees and expenses for purposes of Section 9 of
this Trust. The Insolvency of any subsidiary or affiliate of the Company will
not in and of itself cause the Company or any other subsidiary or affiliate to
be deemed Insolvent.

                  (2)      Unless Trustee has actual knowledge of Company's
Insolvency, or has received notice from Company or a person claiming to be a
creditor alleging that Company is Insolvent, Trustee shall have no duty to
inquire whether Company is Insolvent. Trustee may in all events rely on such
evidence concerning Company's solvency as may be furnished to Trustee and that
provides Trustee with a reasonable basis for making a determination concerning
Company's solvency.

                  (3)      If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue payments to Plan participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of
Company's general creditors. Nothing in this Trust Agreement shall in any way
diminish any rights of Plan participants or their beneficiaries to pursue their
rights as general creditors of Company with respect to benefits due under the
Plan(s) or otherwise.

                  (4)      Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section 2 of this Trust
Agreement only after Trustee has determined that Company is not Insolvent (or is
no longer Insolvent).

         (c)      Provided that there are sufficient assets, if Trustee
discontinues the payment of benefits from the Trust pursuant to Section 3(b)
hereof and subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan(s) for the
period of such discontinuance, plus interest from the date each such payment was
due to the date actual payment is made (using an interest rate of eight percent
(8%) per annum, compounded monthly), less the aggregate amount of any payments
made to Plan participants or their beneficiaries by Company in lieu of the
payments provided for hereunder during any such period of discontinuance.


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<PAGE>   11

Section 4. Payments to Company.

         (a)      Except as provided in Section 3 (Company Insolvency), Section
12 (certain actions taken with consent of Trust Representatives) hereof, and
Section 4(b) below, Company shall have no right or power to direct Trustee to
return to Company or to divert to others any of the Trust assets before all
payment of benefits have been made to Plan participants and their beneficiaries
pursuant to the terms of the Plans. This Section shall not prohibit or diminish
the right of the Company to substitute assets of equal fair market value for any
asset then held by the Fund, as permitted in Section 1(e) and Section 5(b)(13).
(b) Notwithstanding paragraph (a) above, if the fair market value of the assets
(excluding the Deed of Trust, the Warrant, the Underlying Property, and any
other Security Interest) in each and every sub-account under this Trust
Agreement (including the Expense Sub-Account) is more than 125% of the most
recent Value of the Benefit Obligations of such sub-account (and, in the case of
the Expense Sub-Account, more than 125% of the most recently determined Expected
Benefit Expenses), then upon written request by the Company, the Trustee shall
deliver all or part of such excess (as requested by the Company) of any
sub-account(s) hereunder to the Company.

Section 5. Authority of Trustee.

         In the management, care and disposition of the Trust Fund, the
following provisions shall apply:

         (a)      The Trustee shall have the sole authority to manage, acquire,
or dispose of the assets of the Trust. The Company may request that certain
general investment guidelines and diversification policies be followed with
regard to assets of the Trust, but the decision whether to follow and how to
implement such guidelines shall be made solely by the Trustee.

         (b)      The Trustee shall have the following powers, rights, and
duties in addition to those provided elsewhere in this Trust or by law, all of
which may be exercised without order or report to any court:

         (1)      To receive and hold all contributions paid to it under the
Plans; provided, however, that the Trustee shall have no duty to determine that
the contributions received by it comply with the provisions of the Plans. The
Trustee shall be authorized at any time when the Company is obligated to make a
contribution to this Trust to use all legal means to compel the Company to make
such contribution, and the Company shall pay all of the expenses, including
without limitation attorneys' fees and expenses, incurred by the Trustee or its
agents in enforcing in good faith the obligation of the Company to make
contributions to this Trust when due.

         (2)      To have the authority to invest and reinvest assets of the
Trust in shares of common or preferred stock (including shares of common or
preferred stock of the


                                       43
<PAGE>   12

Company, including the rights to acquire such common or preferred stock), bonds,
notes, debentures, short-term securities, mutual funds, certificates of
deposits, and other property, real or personal, of any kind; to purchase and
sell "put" and "call" options on publicly traded securities; and to acquire,
hold, manage, operate, sell, contract to sell, grant options with respect to,
convey, exchange, transfer, abandon, lease, manage, and otherwise deal with
respect to assets of the Trust.

         (3)      To borrow from anyone such amount or amounts of money as the
Trustee shall consider necessary to carry out the purpose of this Trust and for
that purpose to mortgage or pledge all or any part of the Trust.

         (4)      To retain in cash any portion of the Trust deemed appropriate
by the Trustee.

         (5)      To establish accounts in the commercial department of any bank
or other financial institution (including any financial institution which is
affiliated with the Company) for payment of benefits or other amounts under the
Plans.

         (6)      To make the payments from the Trust in accordance with the
terms of the Plans, as directed by Company, which directions are proper on their
face, without inquiring as to whether a payee is entitled to the payment or as
to whether a payment is proper, without liability for a payment made in good
faith without actual notice or knowledge of the changed condition or status of
the payee, and without obligation to search for or ascertain the whereabouts of
any payee or distributee of benefits from the Trust.

         (7)      To compromise, contest, arbitrate, settle, or abandon claims
and demands in favor of or against the Trust.

         (8)      To begin, maintain, defend, compromise, or settle any
litigation in connection with the Trust and the administration of the Trust.

         (9)      To have all rights of an individual owner, including the power
to give proxies, to join in or oppose (alone or jointly with others) voting
trusts, mergers, consolidations, foreclosure, reorganizations,
recapitalizations, or liquidations, and to exercise or sell stock subscription
or conversion rights.

         (10)     To hold securities or other property in the name of the
Trustee or its nominee or nominees, or in such other form as it determines best,
with or without disclosing the trust relationship, provided the records of the
Trustee shall indicate the actual ownership of such securities or other
property.


                                       44
<PAGE>   13

         (11)     To deposit securities with a clearing corporation; to hold the
certificates representing securities, including those in bearer form, in bulk
form and to merge such certificates into certificates of the same class of the
same issuer which constitute assets of other accounts or owners, without
certification as to the ownership attached; and to utilize a book-entry system
for the transfer or pledge of securities held by the Trustee or by a clearing
corporation, provided that the records of the Trustee shall indicate the actual
ownership of the securities and other property of the Trust.

         (12)     To employ, and to be protected in relying upon, such agents,
attorneys, actuaries, and accountants (including any such person who may be
retained by Company or the Plans) as are reasonably necessary in managing and
protecting the Trust.

         (13)     Notwithstanding anything to the contrary in Section 5, (i) all
rights associated with assets of the Trust (including but not limited to Company
stock held by the Trust) shall be exercised by the Trustee or the person
designated by the Trustee, and shall in no event be exercisable by or rest with
Plan participants; and (ii) Company shall have the right at any time, and from
time to time in its sole discretion, to substitute assets of equal fair market
value for any asset held by the Trust; provided, however, that the specific
provisions of Section 1(e) (4), (5), and (6) shall override the general
provisions of this clause (ii).

         (c)      Notwithstanding anything to the contrary in this Section 5, at
no time before a Triggering Event occurs shall the Trustee be authorized or
permitted to sell, assign, convey, exchange, transfer, or abandon the Security
Interests or the Underlying Property to any person or entity other than (i) the
Company, or (ii) with the consent of the Company, to an affiliate of the
Company.

Section 6. Disposition of Income.

         During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.

Section 7. Accounting by Trustee.

         Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within sixty (60) days following the close of each calendar
year and within sixty (60) days after the removal or resignation of Trustee,
Trustee shall deliver to Company a written account of its administration of the
Trust during such year or during the period from the close of the last preceding
year to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold with the cost
or net proceeds of such purchases or sales (accrued interest paid or receivable
being shown separately), and showing all cash, securities and other property
held in the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be.


                                       45
<PAGE>   14

Section 8. Special Provisions.

         (a)      Trustee shall have, without exclusion, all powers conferred on
Trustees by applicable law, unless expressly provided otherwise herein, provided
however, that if an insurance policy is held as an asset of the Trust, Trustee
shall have no power to name a beneficiary of the policy other than the Trust, to
assign the policy (as distinct from conversion of the policy to a different
form) other than to a successor Trustee, or to loan to any person the proceeds
of any borrowing against such policy.

         (b)      Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any power that
could give this trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedures and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

         (c)      Should it become necessary for the Trustee (hereinafter called
the "Domiciliary Trustee" in this paragraph (c)) to hold property or otherwise
take any action in any state in which the Domiciliary Trustee shall be unable to
qualify as Trustee, then and in that event, a bank or trust company designated
in writing by the Domiciliary Trustee shall serve as the ancillary Trustee in
such state.

         (d)      (i)      The Company shall indemnify the Trustee, directly
                  from the Company's own assets (including the proceeds of any
                  insurance policy the premiums of which are paid from the
                  Company's own assets), from and against any and all claims,
                  demands, losses, damages, expenses (including, by way of
                  illustration and not limitation, reasonable attorneys' fees
                  and other legal and litigation costs), judgments and
                  liabilities arising from, out of, or in connection with the
                  administration of the Plans or this Trust, except when
                  determined to be due to the Trustee's negligence or willful
                  misconduct.

                  (ii)     The Trustee shall have no responsibility for: (a) any
                  condition which now exists or may hereafter be found to exist
                  in, under, or about any real estate investment of the Trust or
                  of a corporation, the stock of which is held as an asset of
                  the Trust; or (b) any violation of any applicable
                  environmental or health or safety law, ordinance, regulation
                  or ruling; or (c) the presence, use, generation, storage,
                  release, threatened release, or containment, treatment or
                  disposal of any hazardous or toxic substances or materials
                  including such situations at or activities on any investment
                  of the Trust or of a corporation, the stock of which is held
                  as an asset of the Trust. The Trustee is hereby authorized to
                  pay from the Trust all costs and expenses (including attorneys
                  fees) relating to or connected with any condition, violation,
                  presence or other situation referred to in (a), (b) and (c)
                  above, and notwithstanding anything to the contrary in this
                  Trust Agreement, to the extent permitted by law, Wachovia
                  Bank, N.A. shall be


                                       46
<PAGE>   15

                  indemnified from the Trust from all claims, suits, losses and
                  expenses (including attorneys fees) arising therefrom. The
                  authority to pay from the Trust and the right of
                  indemnification set forth in the preceding sentence include
                  and relate to, without limitation, any claims, suits,
                  liabilities, losses and expenses (including attorneys fees)
                  arising from any matters relating to the existence of
                  petroleum including crude oil and any fraction thereof,
                  hazardous substances, pollutants, or contaminants as defined
                  in the Comprehensive Environmental, Responsibility,
                  Compensation, and Liability Act, as amended, 42 U.S.C. Section
                  9601 et seq., or hazardous wastes as defined in the Resource
                  Conservation and Liability Act, 42 U.S.C. Section 6906 et
                  seq., or as any of the foregoing terms or similar terms may be
                  defined in similar state environmental laws or subsequent
                  federal or state legislation of a similar nature which may be
                  enacted from time to time. This Section 8(d)(ii) shall survive
                  the sale or other disposition of any real estate investment of
                  the Trust and the termination of this Trust Agreement. Nothing
                  in this Section 8(d)(ii) shall be construed to in any way
                  limit the indemnification rights of the Trustee provided for
                  in this Section 8.

                  (iii)    The indemnification provided the Trustee by this
                  Section 8(d) shall survive termination of this Agreement.

Section 9. Compensation and Expenses of Trustee.

         Company shall pay all administrative and Trustee's fees and expenses,
including the cost of reasonable fiduciary liability insurance for the members
of the Steering Committee. If Company does not pay such fees and expenses on a
timely basis, Trustee may withdraw such amounts from the Trust and shall then
seek to recover such amounts from Company. If Trustee seeks recovery of such
amounts from Company, then Company shall pay all of the expenses, including
without limitation attorneys' fees and expenses, incurred by Trustee or its
agents in enforcing in good faith the obligations of Company as set forth in
this Section 9.

Section 10. Resignation and Removal of Trustee.

         (a)      Trustee may resign at any time by written notice to Company,
which shall be effective one hundred eighty (180) days after receipt of such
notice unless Company and Trustee agree otherwise.

         (b)      With the consent of the Steering Committee, the Trustee may be
removed by Company on one hundred eighty (180) days notice or upon shorter
notice accepted by Trustee.


                                       47
<PAGE>   16

         (c)      If Trustee resigns within five (5) years after a Triggering
Event, Company, with the consent of the Steering Committee, shall apply to a
court of competent jurisdiction for the appointment of a successor Trustee or
for instructions.

         (d)      Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
trustee. The transfer shall be completed within one-hundred eighty (180) days
after receipt of notice of resignation, removal or transfer, unless Company
extends the time limit.

         (e)      If Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal under paragraph(s) (a) or (b) of this section. If no such
appointment has been made, Trustee or any participant in a Plan may apply to a
court of competent jurisdiction for appointment of a successor or for
instructions. All expenses of Trustee in connection with the proceeding shall be
allowed as administrative expenses of the Trust.

Section 11. Appointment of Successor.

         (a)      If Trustee resigns or is removed in accordance with Section
10(a) or (b) hereof, Company, with the consent of the Steering Committee, may
appoint any third party, such as a bank trust department or other party that may
be granted corporate trustee powers under state law, as a successor to replace
Trustee upon resignation or removal; provided, however, that such bank or trust
company must have shareholder equity of at least $1.0 billion. The appointment
shall be effective when accepted in writing by the new Trustee, who shall have
all of the rights and powers of the former Trustee, including ownership rights
in the Trust assets. The former Trustee shall execute any instrument necessary
or reasonably requested by Company or the successor Trustee to evidence the
transfer.

         (b)      The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing Trust assets, subject to
Selections 7 and 8 hereof. The successor Trustee shall not be responsible for
and Company shall indemnify and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event, or any condition existing at the time it becomes successor
Trustee.

Section 12. Amendment or Termination.

         (a)      This Trust Agreement may be amended by a written instrument
executed by Trustee and Company only as follows:

                  (1)      The Trustee obtains an opinion of legal counsel that
         is independent of the Company (as determined by the Trustee in its sole
         discretion) that such amendment is being made for the purpose of and
         only to the extent reasonably necessary to preserve for the Trust
         Beneficiaries the deferral of federal income


                                       48
<PAGE>   17

         taxation of amounts paid under the Plans until the time such amounts
         are actually paid to the Trust Beneficiaries; or

                  (2)      The Trustee obtains the written approval of the
         Steering Committee, as hereinafter defined. The number of Steering
         Committee members shall at any given time be the lesser of (i) eleven
         (11); or (ii) the number of employees of the Company who at such time
         are owed benefits under all of the Plans (currently or in the future).
         The initial members of the Steering Committee, each of which shall be
         known as a "Trust Representatives", shall be the persons listed on
         Appendix B attached hereto and made a part hereof. A person shall cease
         to be a Trust Representative as of the earliest of (A) the date such
         person ceases to be entitled to any benefits from any of the Plans, (B)
         the date such person delivers written notice to the Trustee that he or
         she no longer wishes to serve as a Trust Representative hereunder, (C)
         the Trustee determines in its sole discretion that the Trust
         Representative, because of mental or physical incapacity certified by
         the Trust Representative's primary attending physician, is no longer
         able to property serve in such capacity manage his affairs; (D) the
         date of the Trust Representative's death; or (E) the fifth anniversary
         of the date of the Participant's termination of employment with or
         retirement from the Company.

                  If a vacancy occurs in the Steering Committee for any reason,
         then such vacancy shall be filled automatically by the employee of the
         Company who is not then a member of the Steering Committee but who has
         accrued at such time the greatest present value of Benefit Obligations,
         as most recently determined under Section 2(b) of this Trust. If such
         vacancy is not filled (by identification of such successor Steering
         Committee member and his acceptance of such appointment) within thirty
         (30) days after the vacancy occurs, then such vacancy may be filled
         either by appointment of a successor Steering Committee member by the
         Steering Committee itself, or by application by the Trustee or the
         Steering Committee to a court of competent jurisdiction for such an
         appointment; and all expenses of the Steering Committee and the Trustee
         in connection with such court proceeding shall be allowed as
         administrative expenses of the Trust. A successor member of the
         Steering Committee shall have all of the powers and duties of an
         original member of the Steering Committee.

         (b)      In addition to consenting to amendments to this Trust
Agreement, the Trust Representatives may also consent to (i) the complete
revocation of this Trust; and (ii) any changes with respect to the Security
Interests.

         (c)      Unless sooner revoked as provided in Section 12(b) above, the
Trust shall not terminate until the date on which Plan participants and their
beneficiaries are no longer entitled to benefits pursuant to the terms of the
Plan(s). Upon termination of the Trust any assets remaining in the Trust shall
be returned to Company.

         (d)      An action of the Steering Committee shall be valid only if
approved in writing by at least two-thirds of the members of the Steering
Committee who are serving


                                       49
<PAGE>   18

at the time of such approval. The Steering Committee shall develop such
additional rules and procedures governing its operation as the Steering
Committee deems appropriate or advisable.

Section 13. Miscellaneous.

         (a)      Except to the extent expressly provided otherwise herein, any
action permitted or required to be taken the Company under this Trust Agreement
shall be exercised by the Board of Directors of the Company or by any person or
entity which is authorized by the Board to act for the Board and the Company
hereunder. As of the date this Trust Agreement is executed, such delegate is the
management committee currently known as the Benefit Plans Committee.

         (b)      Any provision of this Trust Agreement prohibited by law shall
be ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

         (c)      Benefits payable to Plan participants and their beneficiaries
under this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

         (d)      Definitions.

         (1)      "Actuarial Present Value" shall be determined by the Actuary,
         using the interest rate, mortality tables, and other actuarial
         assumptions used to determine the value of a lump sum distribution
         under the tax-qualified defined benefit pension plan maintained by the
         Company which covers the participants in one or more of the "Class II"
         plans identified in Appendix A to the Trust, and if no such plan then
         exists, then "actuarial present value" shall be determined using such
         interest rates, mortality tables, and other actuarial assumptions which
         the Actuary determines to be reasonable under the circumstances.

         (2)      "Actuary." See Section 2(a).

         (3)      "Benefit Obligations" means, collectively, (a) the obligations
         owing to the employees and other beneficiaries under the "Class I"
         plans identified in Appendix A to the Trust; (b) the obligations owing
         to the employees and other beneficiaries under the "Class II" plans
         identified in Appendix A to the Trust; and (c) the obligations that
         would be owed to the employees and other beneficiaries covered by the
         "Class III" agreements identified in Appendix A to the Trust if all of
         the conditions for all payments were met.

         (4)      "Change in Control" means a change in control of the Company
         of a nature that would be required to be reported (assuming such event
         has not been "previously reported") in response to Item 1(a) of a
         Current Report on Form 8-K,


                                       50
<PAGE>   19

         as in effect on December 31, 1996, pursuant to Section 13 or 15(d) of
         the Securities Exchange Act of 1934 ("Exchange Act"); provided that,
         without limitation, a Change in Control shall be deemed to have
         occurred at such time as (i) any "person" within the meaning of Section
         14(d) of the Exchange Act, other than the Company, a subsidiary of the
         Company, or any employee benefit plan(s) sponsored by the Company or
         any subsidiary of the Company, is or has become the "beneficial owner,"
         as defined in Rule 13d-3 under the Exchange Act, directly or
         indirectly, of 19% or more of the combined voting power of the
         outstanding securities of the Company ordinarily having the right to
         vote in the election of directors; provided, however, that the
         following will not constitute a Change in Control: any acquisition by
         any corporation if, immediately following such acquisition, more than
         75% of the outstanding securities of the acquiring corporation
         ordinarily having the right to vote in the election of directors is
         beneficially owned by all or substantially all of those persons who,
         immediately prior to such acquisition, were the beneficial owners of
         the outstanding securities of the Company ordinarily having the right
         to vote in the election of directors, or (ii) individuals who
         constitute the Board on January 1, 1997 (the "Incumbent Board") have
         ceased for any reason to constitute at least a majority thereof;
         provided that: any person becoming a director subsequent to January 1,
         1997 whose election, or nomination for election by the Company's
         shareowners, was approved by a vote of at least three-quarters (3/4) of
         the directors comprising the Incumbent Board (either by a specific vote
         or by approval of the proxy statement of the Company in which such
         person is named as a nominee for director without objection to such
         nomination) shall be, for purposes of the Plan, considered as though
         such person were a member of the Incumbent Board, or (iii) upon
         approval by the Company's shareowners of a reorganization, merger or
         consolidation, other than one with respect to which all or
         substantially all of those persons who were the beneficial owners,
         immediately prior to such reorganization, merger or consolidation, of
         outstanding securities of the Company ordinarily having the right to
         vote in the election of directors own, immediately after such
         transaction, more than 75% of the outstanding securities of the
         resulting corporation ordinarily having the right to vote in the
         election of directors; or (iv) upon approval by the Company's
         shareowners of a complete liquidation and dissolution of the Company or
         the sale or other disposition of all or substantially all of the assets
         of the Company other than to a subsidiary. Notwithstanding the
         foregoing, neither the approval by the Board of actions which could
         result in a Spin-Off, nor the consummation of any Spin-Off, shall
         constitute a Change in Control under this Trust.

         (5)      "Claim of Plan Payment Default." See Section 1(f)(1).

         (6)      "Deed of Trust." See Section 1(e)(2).

         (7)      "Expected Trust Expenses" shall mean the Actuarial Present
         Value of the Trust administration and Trustee fees and expenses
         (including fees and expenses of


                                       51
<PAGE>   20

         any agent of the Trustee) which the Trustee reasonably determines are
         expected to be incurred over the life of the Trust.

         (8)      "Insolvent." See Section 3(a).

         (9)      "Notice of Plan Payment Default." See Section 1(f)(2).

         (10)     "Plan Payment Default." See Section 1(f)(3).

         (11)     A "Potential Change in Control" shall be deemed to have
         occurred if (a) the Company enters into a definitive agreement, the
         consummation of which would result in the occurrence of a Change in
         Control, (b) any person (including the Company) publicly announces an
         intention to take or to consider taking actions which if consummated
         would constitute a Change in Control, but only if the Trustee
         determines, in its sole discretion, that such announcement is credible
         in the sense that the person making the announcement has or appears to
         have the reasonable ability to carry out the announced intention,
         without regard for whether such person's ultimate success in bringing
         about a Change in Control is reasonably likely, or (c) after the date
         this Trust is created, any person (other than (i) the Company or any or
         its subsidiaries, (ii) a trustee or other fiduciary holding securities
         under an employee benefit plan of the Company or any of its
         subsidiaries, (iii) an underwriter temporarily holding securities
         pursuant to an offering of such securities, (iv) a corporation owned,
         directly or indirectly, by the stockholders of the Company in
         substantially the same proportions as their ownership of stock of the
         Company; or (v) a person which is eligible to use Schedule 13G to
         report its ownership of Company stock to the SEC; provided, however,
         that the exception under this clause (v) shall lapse as of the day such
         person ceases to be eligible to use Seclude 13G for such ownership
         reports) becomes the beneficial owner, directly or indirectly, of
         securities of the Company representing 10% or more of the combined
         voting power of the Company's then-outstanding securities.
         Notwithstanding the foregoing, neither the announcement by the Board of
         the exploration of actions which could result in a Spin-Off, nor the
         approval by the Board of actions which could result in a Spin-Off, nor
         any other actions by the Company which could result in a Spin-Off,
         shall constitute a Potential Change in Control under this Trust.

         (12)     "Recordkeeper." See Section 2(a).

         (13)     "Security Interest." See Section 1(e)(2)

         (13A)    "Spin-Off" shall mean any split up of the business of the
         Company into two or more separate business segments, followed by a
         spin-off or distribution of one or more of such businesses to the
         Company's stockowners, whether or not such transactions take the form
         of a disposition of assets that requires approval of the Company's
         stockowners as a matter of Delaware law.


                                       52
<PAGE>   21

         (14)     "Steering Committee." See Section 12(a)(2).

         (15)     "Triggering Event." See Section 1(e)(3).

         (16)     "Trust Beneficiary." See Section 1(h).

         (17)     "Trust Representative." See Section 12(a)(2).

         (18)     "Underlying Property." See Section 1(e)(2).

         (19)     "Value" means, on any date of determination, (i) with respect
         to Benefit Obligations described in clause (a) of the definition of
         "Benefit Obligations" (which are defined contribution, individual
         account plans), the aggregate amount owed to participants in such Plans
         as of such date of determination; (ii) with respect to Benefit
         Obligations described in clause (b) of the definition of "Benefit
         Obligations" (which are defined benefit pension-type plans), the
         Actuarial Present Value of the aggregate amount owed to participants in
         such Plans as of such date of determination; and (iii) with respect to
         Benefit Obligations with respect to the Plans described in clause (c)
         of the definition of "Benefit Obligations" (which are individual
         severance agreements), the aggregate amount that would be owed to the
         employees and other beneficiaries covered by such agreements if all of
         the conditions for all payments were met under such agreements as of
         such date of determination.

         (20)     "Warrant." See Section 1(e)(2).

         (e)      The Trustee may from time to time request that the chief
executive officer of the Company, the members of the Company's Benefit Plans
Committee, and the members of the Steering Committee provide specimen signatures
to the Trustee, and the Trustee shall not be required to take action at the
direction of any such parties until the specimen signature for the applicable
parties has been delivered.

         (f)      Notices to the Company under this Trust shall be made by
facsimile and U.S. mail to:

         Vice President of Human Resources, Health, Safety, Environment and
         Security
         100 North Eastman Road
         Kingsport, Tennessee 37660
         Facsimile (423) 229-1351

         and

         Senior Vice President and General Counsel
         Eastman Chemical Company
         100 North Eastman Road
         Kingsport, Tennessee 37660
         Facsimile (423) 229-4137


                                       53
<PAGE>   22

         Notices to the Trustee under this Trust shall be made by facsimile and
         U.S. mail to

         Wachovia Bank, N.A.
         Trust Services Division
         Attn: Beverley H. Wood
         301 North Main Street
         Winston-Salem, North Carolina 27150-3099
         Facsimile (910) 770-4059


The sender of a facsimile letter or other notice or message may show receipt of
such facsimile by the recipient by any reasonable means of proof.

         (g)      This Trust Agreement shall be governed by and constructed in
accordance with the laws of the State of North Carolina.

         Section 14. Effective Date.

The effective date of this Agreement shall be the date first shown above.


                                       54
<PAGE>   23

IN WITNESS WHEREOF, this Trust has been executed by the duly authorized officers
of the Company and the Trustee as of the date first shown above.

                                        EASTMAN CHEMICAL COMPANY


                                        By:      /s/ H. V. Stephens
                                           -------------------------------------

                                        Title: Senior Vice President and Chief
                                               Financial Officer


Attest:

/s/ Gary R. Whitaker
-------------------------------
Gary R. Whitaker
Assistant Secretary
                                        WACHOVIA BANK, N.A., as Trustee


                                        By:      /s/ Beverley H. Wood
                                           -------------------------------------

                                        Title:   Senior Vice President
                                              ----------------------------------


Attest:

  /s/ Donna L. Stern
-------------------------------
Assistant Secretary


                                       55
<PAGE>   24

APPENDIX A
                      PLANS SUBJECT TO THIS TRUST AGREEMENT

                                  Class I Plans

                      Executive Deferred Compensation Plan
                                ESOP Excess Plan

                                 Class II Plans

                         Unfunded Retirement Income Plan
                          Excess Retirement Income Plan

                              Class III Agreements

                               Severance Agreement
                             (Provided to Wachovia)


                                       56
<PAGE>   25

                                   APPENDIX B
                          INITIAL TRUST REPRESENTATIVES
                      WHO ARE MEMBERS OF STEERING COMMITTEE

                     (Names have been provided to Wachovia)


                                       57
<PAGE>   26


                                   APPENDIX C
                   SECURITY INTERESTS AND UNDERLYING PROPERTY

                    (See attached Deed of Trust and Warrant)


                                       58