Chromcraft Revington  Employee Stock Ownership And Savings Plan   Esop Component Trust




---



##### 



TABLE OF CONTENTS
 Section
    
    PageARTICLE ONE TITLE, ANNUAL ACCOUNTING PERIOD AND DEFINED TERMS
    
    
    2Section 1.1 Title
    
    
    2Section 1.2 Accounting Period
    
    
    2Section 1.3 Defined Terms
    
    
    2ARTICLE TWO MANAGEMENT AND CONTROL OF TRUST ASSETS
    
    
    2Section 2.1 The Trust
    
    
    2Section 2.2 Limitation of Responsibilities of Trustee
    
    
    2Section 2.3 General Duties and Powers
    
    
    2Section 2.4 Compensation and Expenses
    
    
    6Section 2.5 Procedures for Payment of Fees and Expenses
    
    
    7Section 2.6 Exercise of Trustees Duties
    
    
    7Section 2.7 Plan Administration
    
    
    8Section 2.8 Continuation of Powers Upon Trust Termination
    
    
    8ARTICLE THREE CONTRIBUTIONS AND PROVISIONS RELATED TO INVESTMENT IN COMPANY STOCK
    
    
    8Section 3.1 Contributions and Dividends
    
    
    8Section 3.2 Investment of Cash
    
    
    8Section 3.3 Stock Dividends, Splits and Other Capital Reorganizations
    
    
    9Section 3.4 Voting of Shares
    
    
    9ARTICLE FOUR MISCELLANEOUS
    
    
    9Section 4.1 Disagreement as to Acts
    
    
    9Section 4.2 Persons Dealing with Trustee
    
    
    9Section 4.3 Nonalienation of Benefits
    
    
    9Section 4.4 Evidence
    
    
    9Section 4.5 Waiver of Notice
    
    
    9Section 4.6 Counterparts
    
    
    9Section 4.7 Governing Laws and Severability
    
    
    9Section 4.8 Successors, Etc.
    
    
    10Section 4.9 Action
    
    
    10Section 4.10 Conformance With Plan
    
    
    10Section 4.11 Indemnity of Trustee
    
    
    10Section 4.12 Headings
    
    
    11ARTICLE FIVE NO REVERSION TO COMPANY
    
    
    11
  i




---



##### 



Section
    
    PageARTICLE SIX CHANGE OF TRUSTEE
    
    
    12Section 6.1 Resignation
    
    
    12Section 6.2 Removal
    
    
    12Section 6.3 Duties of Resigning or Removed Trustee and of Successor Trustee
    
    
    12Section 6.4 Filling Trustee Vacancy
    
    
    12ARTICLE SEVEN ADDITIONAL EMPLOYERS
    
    
    12Section 7.1 Additional Employers
    
    
    12ARTICLE EIGHT AMENDMENT, TERMINATION AND MERGER
    
    
    13Section 8.1 Amendment
    
    
    13Section 8.2 Termination
    
    
    13Section 8.3 Merger
    
    
    13SIGNATURES
    
    
    14
  ii




---



##### 



Chromcraft Revington  Employee Stock Ownership and Savings Plan   Esop Component Trust
          1




---



##### 



Article One
 Title, Annual Accounting Period and Defined Terms
 Section 1.1 Title
 Section 1.2 Accounting Period
 Section 1.3 Defined Terms
 Article Two
 Management and Control of Trust Assets
 Section 2.1 The Trust
 Section 2.2 Limitation of Responsibilities of Trustee
 Section 2.3 General Duties and Powers
 (a)
    
    Receive and Hold Contributions. To receive and hold all contributions
paid to it under the ESOP Component; provided, however, that the Trustee will have no
right, duty or obligation to require or demand that any contributions or distributions
be made to it by the Company or to determine that the contributions
received by it comply with the provisions of the Plan or with any resolution of the
Board providing therefor.
  2




---



##### 



(b)
    
    Retain Cash. As directed by the Committee, to retain in cash (pending
investment, reinvestment or the distribution of dividends) such reasonable amount as
may be required for the proper administration of the Trust and to invest such cash as
provided in Section 3.2.
 (c)
    
    Make Distributions. To make distributions from the Trust to such
persons, in such manner, at such times and in such forms (Company Stock, cash or
property, or a combination of each) as directed by the Committee without inquiring as
to whether a payee is entitled to the payment, or as to whether a payment is proper,
and without liability for a payment made in good faith without actual notice or
knowledge of the changed condition or status of the payee. If any payment of benefits
made from the Trust by the Trustee is not claimed, the Trustee will notify the
Committee of that fact promptly. The Trustee will dispose of such payments as the
Committee directs. The Trustee will have no obligation to search for or ascertain the
whereabouts of any payee or distributee of benefits from the Trust.
 (d)
    
    Vote Stocks. To vote any stocks (including Company Stock, which will
be voted as directed by the Committee, as provided in the Plan, as it may be amended
from time to time), bonds or other securities held in the Trust, or otherwise consent
to or request any action on the part of the issuer in person, by proxy or power of
attorney.
 (e)
    
    Buy and Sell Company Stock. As directed by the Committee, to contract
or otherwise enter into transactions between itself, as Trustee, and the Company, any
Company shareholder or any third-party, for the purpose of acquiring or selling Company
Stock and, subject to the provisions of Section 2.6, to retain such Company Stock.
 (f)
    
    Handle Claims. To compromise, contest, arbitrate, settle or abandon
claims and demands by or against the Trust.
 (g)
    
    Handle Litigation. To begin, maintain or defend any litigation
necessary in connection with the investment, reinvestment and administration of the
Trust, and, to the extent not paid from the Trust, pursuant and subject to Section
4.11, the Company will indemnify the Trustee against all expenses and liabilities
reasonably sustained or anticipated by it by reason thereof (including reasonable
attorneys fees).
 (h)
    
    Retain Assets. To retain any funds or property subject to any dispute
without liability for the payment of interest, or to decline to make payment or
delivery thereof until final adjudication is made by a court of competent jurisdiction.
 (i)
    
    Report Net Worth of Trust. To report to the Company as of the last day
of each Plan Year, as of any other Accounting Date (or as soon thereafter as
practicable) or at such other times as may be required under the Plan or by the
Committee, the
then Net Worth of the Trust, which is defined as the fair market value of all
property held in the Trust, reduced by any liabilities other than liabilities to
Participants and Inactive Participants and their Beneficiaries, as determined by the
Trustee.
  3




---



##### 



(j)
    
    File Annual Accountings. To furnish to the Company an annual written
account and accounts for such other periods as may be required under the Plan, showing
the Net Worth of the Trust at the end of the period, all investments, receipts,
disbursements and other transactions made by the Trustee during the period, and such
other information as the Trustee may possess which the Company requires in order to
comply with Section 103 of ERISA. The Trustee will keep accurate accounts of all
investments, earnings thereon, and all accounts, books and records related to such
investments will be open to inspection by any person designated by the Company or the
Committee. All accounts of the Trustee will be kept on an accrual basis. If, during
the term of this Trust Agreement, the Department of Labor issues regulations under
ERISA regarding the valuation of securities or other assets for purposes of the reports
required by ERISA, the Trustee will use such valuation methods for purposes of the
accounts described by this subsection. If shares of Company Stock are not traded with
sufficient volume or frequency, as determined by the Trustee, to be considered readily
tradable on a national securities market or exchange, all valuations of shares of
Company Stock will originally be made by an Independent Appraiser (as described in
Code Section 401(a)(28)(C)) retained by the Trustee, and reviewed and finalized by the
Trustee in accordance with ERISA Section 3(18)(B). The Company or the Committee may
approve such accounting by written notice of approval delivered to the Trustee or by
failure to express objection to such accounting in writing delivered to the Trustee
within 90 days from the date upon which the accounting was delivered to the Company.
Upon the receipt of a written approval of the accounting, or upon the passage of the
period of time within which objection may be filed without written objections having
been delivered to the Trustee, such accounting will be deemed to be approved, and the
Trustee will be released and discharged as to all items, matters and things set forth
in such account, as fully as if such accounting had been settled and allowed by decree
of a court of competent jurisdiction in an action or proceeding in which the Trustee,
the Company and all persons having or claiming to have any interest in the Trust or
under the Plan were parties.
 (k)
    
    Pay Taxes. As directed by the Committee, to pay any estate,
inheritance, income or other tax, charge or assessment attributable to any benefit
which it will or may be required to pay out of such benefit; and to require before
making any payment such release or other document from any taxing authority and such
indemnity from the intended payee as the Trustee will deem necessary for its
protection.
 (l)
    
    Employ Advisors. To employ and to reasonably rely upon information and
advice furnished by agents, attorneys, accountants or other persons of its choice for
such purposes as the Trustee considers desirable.
  4




---



##### 



(m)
    
    Assume Qualified Status of Plan and Trust. To assume, until advised in
writing to the contrary, that the Trust evidenced by this Trust Agreement is qualified
under Code Section 401(a) and is entitled to exemption from tax under Code Section
501(a).
 (n)
    
    Invest Trust Assets. To invest and reinvest the assets of the Trust,
upon direction from the Committee, in personal property of any kind, including, but not
limited to, bonds, notes, debentures, mortgages, equipment trust certificates,
investment trust certificates, guaranteed investment contracts, preferred or common
stock, common or collective trust funds, and registered investment companies; provided,
however, that all investments in Company Stock will be undertaken pursuant to the
provisions of Article Three.
 (o)
    
    Exercise Rights With Respect to Securities. As directed by the
Committee, to exercise any options, subscription rights, calls and other privileges
with respect to Trust assets (including Company Stock), or assign such rights, subject
to the provisions of Article Three.
 (p)
    
    Register Ownership of Trust Assets. To register ownership of any
securities or other property held by it in its own name or in the name of a nominee,
with or without the addition of words indicating that such securities are held in a
fiduciary capacity, and may hold any securities in bearer form, but the books and
records of the Trustee will at all times reflect that all such investments are part of
the Trust.
 (q)
    
    Incur Exempt Loans. As directed by the Committee, to incur a Loan and
to borrow such sum or sums from time to time as the Trustee considers necessary or
desirable and in the best interest of the Participants and their Beneficiaries, to
purchase Company Stock, and for that purpose to pledge the Company Stock so purchased
(subject to the provisions of Code Section 4975(c) and the regulations issued
thereunder).
 (r)
    
    Use of Clearing Corporation. To deposit securities with a clearing
corporation as defined in Article 8 of the Delaware Uniform Commercial Code. The
certificates representing securities, including those in bearer form, may be held in
bulk form with, and may be merged 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. Utilization of a book-entry system may be made for the
transfer or pledge of securities held by the Trustee or by a clearing corporation. The
Trustee will at all times, however, maintain a separate and distinct record of the
securities owned by the Trust.
 (s)
    
    Use of Federal Book-Entry Account System. To participate in and use
the Federal Book-Entry Account System, a service provided by the Federal Reserve Bank
for its member banks for deposit of Treasury securities.
  5




---



##### 



(t)
    
    Receive and Hold Trust Earnings. To receive and hold in the Trust
earnings, dividends (including Cash Dividends on Company Stock), distributions and
other
payments or adjustments to the assets in the Trust. In the case of Cash Dividends
on Company Stock, the Committee will instruct the Trustee to use such dividends to:
(i) make payments on a Loan incurred by the Trustee the proceeds of which were used
to purchase the shares of Company Stock on which the dividends were paid; (ii)
allocate such dividends to Participants Other Investments Accounts; (iii) pay the
expenses of administering the Plan; or (iv) any combination thereof, as provided in
the Plan.
 (u)
    
    Accept Assignments. To accept an assignment of the assignors option
or right to purchase shares of Company Stock.
 (v)
    
    Perform Other Acts. To perform any and all other acts which are
necessary or appropriate for the proper management, investment and distribution of the
Trust.
 Section 2.4 Compensation and Expenses
 (a)
    
    Trustee and custodial fees.
 (b)
    
    Plan administration and record-keeping fees, including (i) allocating
contributions, forfeitures and earnings, and (ii) making distributions.
 (c)
    
    Discrimination and other testing required by the Code.(d)
    
    Preparation and distribution of Participant account statements.
 (e)
    
    Financial advisory and valuation services, including periodic valuation
updates.
 (f)
    
    Employee communication services, including publications, materials and
meetings.
 (g)
    
    Required forms and filings, including (i) Forms 5500 and all related schedules,
and (ii) Forms 1099R.
 (h)
    
    Preparation of annual plan audit.
 (i)
    
    ERISA bond premiums.
  6




---



##### 



(j)
    
    ERISA fiduciary liability insurance premiums (other than that portion of the
premiums attributable to the policies non-recourse provisions which will be paid by
the Company).
 (k)
    
    Legal fees, including fees associated with (i) claims for benefits, (ii)
interpretation of Plan and Trust provisions, (iii) amendments to the Plan and Trust
necessary to retain the Plans qualification under Code Section 401(a) and as an
employee stock ownership plan as described in Code Section 4975(e)(7), (iv) the legal
status of the Plan and Trust, and (v) Internal Revenue Service determination letter
filings.
 (l)
    
    Reimbursement of the Employers for the (i) direct costs they incur in
connection with the administration of the ESOP Component, and (ii) payment by the
Employers, in the first instance, of the fees and expenses described in subsections (a)
through (k) and (m).
 (m)
    
    Such other fees and expenses associated with the administration of the Plan
which the Employers and the Trustee determine to be properly payable from the Trust.
  Section 2.5 Procedures for Payment of Fees and Expenses
 Section 2.6 Exercise of Trustees Duties
 (a)
    
    For the exclusive purpose of:
 (i)
    
    providing benefits to Participants and other persons entitled
to benefits under the ESOP Component; and
 (ii)
    
    defraying reasonable expenses of administering the ESOP
Component and the Trust;
 (b)
    
    With the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with like
aims; and
 (c)
    
    In accordance with the documents and instruments governing the Plan unless, in
the good faith judgment of the Trustee, the documents and instruments are not
consistent with the provisions of ERISA.
  7




---



##### 



Section 2.7 Plan Administration
 Section 2.8 Continuation of Powers Upon Trust Termination
 Article Three
 Contributions and Provisions Related to Investment in Company Stock
 Section 3.1 Contributions and Dividends
 Section 3.2 Investment of Cash
  8




---



##### 



Section 3.3 Stock Dividends, Splits and Other Capital Reorganizations
 Section 3.4 Voting of Shares
 Article Four
 Miscellaneous
 Section 4.1 Disagreement as to Acts
 Section 4.2 Persons Dealing with Trustee
 Section 4.3 Nonalienation of Benefits
 Section 4.4 Evidence
 Section 4.5 Waiver of Notice
 Section 4.6 Counterparts
 Section 4.7 Governing Laws and Severability
  9




---



##### 



Section 4.8 Successors, Etc.
 Section 4.9 Action
 Section 4.10 Conformance With Plan
 Section 4.11 Indemnity of Trustee
 (a)
    
    Complying with directions of the Committee, or
 (b)
    
    Taking or refraining from taking any action in connection with the Plan or this
Trust Agreement, whether the Trustee is a party to a legal proceeding or
otherwise; provided that the Trustee did not act dishonestly or in willful or
negligent violation of pertinent law or regulation or duty imposed by the Trust.
  10




---



##### 



Section 4.12 Headings
 Article Five
 No Reversion to Company
  (a)
    
    Termination of Plan.If, upon termination of the Plan, any amounts are
held in a Code Section 415 limitation account and such amounts may not be credited to
the Accounts, such amounts, upon the written direction of the Committee, will be
returned to the Company as soon as practicable after the termination of the Plan.
 (b)
    
    Nondeductibility of Contributions.Company contributions under the
Plan are conditioned upon the deductibility thereof under Code Section 404; and, to the
extent any such deduction of the Company is disallowed, the Trustee will, upon the
written direction of the Committee, return the amount of the contribution (to the
extent disallowed), reduced by the amount of any losses thereon, to the Company within
one year after the date the deduction is disallowed.
 (c)
    
    Contributions by Mistake of Fact.If a contribution or any portion
thereof is made by the Company by a mistake of fact, the Trustee will, upon written
direction of the Committee, return the amount of the contribution or such portion,
reduced by the amount of any losses thereon, to the Company within one year after the
date of payment to the Trustee. Notwithstanding the foregoing, the Trustee has no
responsibility as to the sufficiency of the Trust to provide any distribution to the
Company under this Article.
  11




---



##### 



Article Six
 Change of Trustee
 Section 6.1 Resignation
 Section 6.2 Removal
 Section 6.3 Duties of Resigning or Removed Trustee and of Successor Trustee
 Section 6.4 Filling Trustee Vacancy
 Article Seven
 Additional Employers
 Section 7.1 Additional Employers
 (a)
    
    Filing with the Company and the Trustee a certified copy of a resolution of its
board of directors to that effect; and
 (b)
    
    Filing with the Trustee a certified copy of a resolution of the Board
consenting to such action.
   12




---



##### 



Article Eight
 Amendment, Termination and Merger
 Section 8.1 Amendment
 Section 8.2 Termination
 (a)
    
    The date it is terminated by the Company;
 (b)
    
    The date the Companys contributions to the Trust are completely discontinued;
or
 (c)
    
    The date the Company is judicially declared bankrupt under Chapter 7 of the U.
S. Bankruptcy Code.
  Section 8.3 Merger
  13




---



##### 



Signatures
  CHROMCRAFT REVINGTON, INC.By:
    /s/ Ronald H. ButlerRonald H. Butler, Chairman of the BoardAnd Chief Executive Officer ATTEST:By:
    
    /s/ Myron HamasMyron Hamas, Corporate Secretary
 RELIANCE TRUST COMPANYBy:
    /s/ Stephen A. MartinStephen A. Martin, Senior Vice President ATTEST:By:
    
    /s/ Howard L. KaplanIts:
    
    Senior Vice President
  14