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                                 EXHIBIT 10.35

                      TRUSTAR/sm/ DIRECTED TRUST AGREEMENT

This Agreement is made by and between the undersigned Employer and Delaware
Charter Guarantee & Trust Company, a Delaware corporation conducting business
under the trade name of Trustarsm Retirement Services. The Employer has adopted
the Plan (as defined in Section .01 hereof) for the benefit of its employees.
Any change to the name of the Plan shall not affect this Agreement.

The Employer and the Trustee mutually agree as follows:

SECTION .01 - DEFINITIONS.

For the purposes of this Agreement, capitalized terms in this Agreement shall
have the meaning set out in this Section unless otherwise clearly required by
context.

"81-100 trust" shall mean the group trust that meets the requirements of Revenue
Ruling 81-100.

"Account" shall mean, with regard to each Member, the portion of the Trust Fund
that is attributable to that Member.

"Annuity Contract" shall mean an individual or group annuity contract issued by
an insurer to the Trustee for the purpose of funding annuity benefits under the
Plan.

"Beneficiary" shall mean the person or persons named by a Member to receive any
benefits under the Plan when the Member dies.

"Contributions" shall mean (i) the amounts described in the Plan Documents
allowable as contributions to the Plan (ii) that are forwarded to the Trustee to
be held and invested in the Trust as set forth herein.

"Employer" shall mean the employer identified in Exhibit A attached to this
Trust.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, or the corresponding provisions of any successor law.

"IRC" shall mean the Internal Revenue Code of 1986, as amended, or the
corresponding provisions of any successor law.

"Insurer" shall mean an insurance company that issues a policy or contract with
regard to the Plan and which policy or contract is held in the Trust in the
event that any such policy or contract is issued.

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"Investment Manager" shall mean an investment manager, as defined in Section
3(38) of ERISA, that has been retained to provide investment advice or
management with regard to the Plan. The employer shall give the Trustee notice
of the identity of each Investment Manager and of any new or terminating
Investment Managers.

"Member" shall mean a participant in the Plan with respect to whom there is an
Account, as defined in this Agreement. For the purposes of the operation of this
Trust only, the term Member shall also include a person who has an interest in
the Trust as the result of an assignment under a Qualified Domestic Relations
Order (as defined ERISA Section206(d) and IRC Section414(p)).

"Named Fiduciary" shall mean the person or other entity designated as such in
the Plan Documents. The Employer shall give the Trustee notice of the identity
of each Named Fiduciary and of any new or terminating Named Fiduciaries. The
Trustee shall not be designated as a Named Fiduciary and any attempt to do so
shall be void and of no effect.

"Plan" shall mean the employee pension benefit plan (as defined in ERISA
Section3(2)(A)) identified in Exhibit A.

"Plan Administrator" shall mean the person or other entity designated as such in
the Plan Documents. The Employer shall give the Trustee notice of the identity
of the Plan Administrator and of any replacement of the Plan Administrator. The
Trustee shall not be designated as Plan Administrator and any attempt to do so
shall be void and of no effect.

"Plan Documents" shall mean the documents under which the Plan is established
and maintained.

"Plan Year" shall mean the plan year defined in the Plan Documents. The Employer
shall give the Trustee Notice of such definition and any changes to it.

"Successor Trustee" shall mean a trustee appointed by the Employer under
Section.03 of this Agreement to succeed the Trustee.

"Trust" shall mean the directed trust established as set forth in this document.

"Trust Fund" shall mean the Trust Fund described in Section.02.

"Trustee" shall mean Delaware Charter Guarantee & Trust Company, a Delaware
corporation conducting business under the trade name of Trustar/sm/ Retirement
Services.

SECTION .02 - THE TRUST AND TRUST FUND.

By signing this Agreement, the Employer establishes the Trust to hold and
distribute the Trust Fund in accordance with the provisions of the Plan
Documents. Except to the extent that ERISA applies, the laws of the State of
Delaware shall govern, control, and determine all questions arising with respect
to

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a Trustee acting pursuant to the provisions of this Agreement, including the
validity of its provisions. This Agreement shall be interpreted in a manner
consistent with the intent to satisfy the relevant provisions of IRC Section
401(a) and such other provisions of the IRC that apply to the Plan.

The Trust Fund consists of the assets held at any time, and from time to time,
by the Trustee under the Trust (including assets held by an 81-100 trust which
may be maintained or administered by an Investment Manager, or assets held by a
custodian, transfer agent, broker/dealer, or other entity subject to a proper
arrangement with the Trustee) and shall consist of contributions received by the
Trustee and all manner of investments, and the proceeds thereof, attributable to
those contributions. The Trust Fund shall include only those assets that the
Trustee accepts and which are actually received by the Trustee. The Trust Fund
shall be valued at current fair market value as of the last day of the Plan Year
and, at the discretion of the Trustee, may be valued more frequently. The
valuation shall take into consideration investment earnings credited, expenses
charged, payments made, and changes in the values of the assets held in the
Trust Fund. The Account of a Member shall be credited with its share of the
gains and losses of the Trust Fund. That part of a Member's Account invested in
a funding arrangement or other investment vehicle which establishes an account
or accounts for such Member thereunder shall be credited with the gains or
losses from such account or accounts. That part of a Member's Account, which is
invested in other funding arrangements or other investment vehicles shall be
credited with a proportionate share of the gains or losses of such investments.
The share shall be determined by multiplying the gain or loss of the investment
by the ratio of (i) the part of the Member's Account invested in such funding
arrangement or other investment vehicle to (ii) the total of the Trust Fund
invested in such funding arrangement or other investment vehicle.

The corpus or income of the Trust Fund shall not be used for, or diverted to,
purposes other than for the exclusive benefit of the Members, retired Members,
or their Beneficiaries.

SECTION .03 - THE TRUSTEE.

The Trustee accepts this appointment by executing this Agreement. The Trustee
represents and warrants that it is duly qualified to act in a fiduciary
capacity, as Trustee, in accordance with the terms and conditions of this Trust.

The Employer may remove the Trustee upon thirty (30) days prior notice. The
Trustee may resign at any time upon thirty (30) days notice to the Employer, or,
with the consent of the Employer, the Trustee may resign with less than thirty
(30) days prior notice. Upon such removal or resignation of the Trustee, the
Employer shall appoint a Successor Trustee who shall have the same powers and
duties as those conferred upon the Trustee hereunder. The Successor Trustee must
accept such appointment in writing for the appointment to become valid, at which
point only will the Trustee's appointment as such be considered to have
terminated and the Successor Trustee shall become the Trustee under this
Agreement.

If the Successor Trustee fails to accept the appointment, or if the Employer
fails to appoint a Successor Trustee within thirty (30) days of the resignation
or removal of the Trustee, then the Employer shall

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appoint the President, or such other officer of the Employer who is eligible,
Successor Trustee and such person shall be deemed to have filed his or her
acceptance of appointment as the Successor Trustee.

When appointment has been accepted, or deemed accepted, by a Successor Trustee,
the removed or resigning Trustee must assign, transfer, pay over, and deliver to
the Successor Trustee all of the Trust Fund, less any unpaid fees or expenses,
and such relevant records as the Trustee may possess. No Successor Trustee shall
be obliged to examine the accounts, records, and acts of any previous Trustee or
Trustees, and such Successor Trustee in no way or manner shall be responsible
for any action or omission to act on the part of any previous Trustee.

The Employer shall notify the Insurer of any change of Trustee.

SECTION .04 - DUTIES OF THE TRUSTEE.

The Trustee shall accept Contributions forwarded to the Trustee to be held in
the Trust and shall hold the Trust Fund and administer it according to the
provisions of this Agreement. The Trustee has no duty to demand or require that
Contributions be made to the Trust, nor shall the Trustee be liable to determine
the amount of any Contributions to the Trust or the adequacy of such
Contributions to meet or discharge any liabilities of the Employer or the Plan.

The Plan Administrator administers the Plan. The Trustee is not responsible for
any aspect of its administration. A Named Fiduciary may appoint an Investment
Manager to manage, including the power to acquire and dispose of, any assets of
the Plan. The Trustee is not responsible for any aspect of an Investments
Manager's advice, control or management. The Trustee is not required to look
into any action taken by the Employer, the Plan Administrator, a Named
Fiduciary, a Member, or an Investment Manager, and will be fully protected in
taking, permitting, or omitting any action on the basis of their instructions or
direction. Any instructions, notice, or direction by the Employer, the Plan
Administrator, a Named Fiduciary, a Member, or an Investment Manager, given in
accordance with the provisions of the Plan Documents shall be given or made as
described in this Agreement; any attempted instruction, direction, or notice
made in any other format shall be void and of no effect and the Trustee shall
not act on such. The Employer will indemnify the Trustee by satisfying any
liabilities the Trustee may incur in acting according to the Trust provisions
upon written instruction, direction, or notice from the Employer, the Plan
Administrator, a Named Fiduciary, Member, or an Investment Manager.

SECTION .05 - DIRECTED POWERS OF THE TRUSTEE.

The Trustee shall have the following powers with respect to the Trust Fund as
appropriate under this Agreement and subject to written direction, notice or
instruction by the Plan Administrator, Named Fiduciary, Investment Manager, or
Member, as appropriate under the Plan Documents. In no event shall the Trustee
be required to review such directions or instructions, and the Employer shall
indemnify and protect the Trustee from any claims resulting from following such
directions. The Trustee shall have the power:

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a)   to receive and hold Contributions forwarded to it under this Agreement and
     to invest the Trust Fund in one or more of the following as directed by the
     Plan Administrator, a Named Fiduciary, a Member, or an Investment Manager:

     1)   81-100 trust; provided, however, that as long as the Trustee holds any
          units in an 81-100 trust hereunder, the instruments establishing and
          or amending any such 81-100 trust shall be adopted and made part of
          this Trust as though fully set forth herein;

     2)   Custodial arrangements;

     3)   Loans to Members, provided such loans are duly authorized by the Plan
          Documents and that such authorization meets the requirements of both
          ERISA and the IRC;

     4)   Cash or other short-term investments including money market funds;

     5)   Common or preferred stock of the Employer or an affiliate of the
          Employer, provided the securities are qualifying employer securities,
          as defined in ERISA Section407, and are regularly traded on a
          national securities exchange ("Qualifying Employer Securities");

     6)   Annuity Contracts with the Insurer which provide for either guaranteed
          benefits or the investment of Plan assets in one or more separate
          accounts maintained by the Insurer, or both;

     7)   Exchange traded debt and equity securities, mutual fund shares; and

     8)   Such assets, securities, or investment options as may be necessary to
          effectuate the purpose of this Trust.

b)   to sell, exchange, convey, transfer, or otherwise dispose of any property
     held by it, by private contract or at public auction;

c)   to vote on all matters as directed by the Employer or the Member pertaining
     to all securities and mutual fund shares held in the Trust Fund (other than
     Qualifying Employer Securities). The Trustee shall vote any securities and
     mutual fund shares that may be held by it solely as directed by the
     Employer or the Member in accordance with this Trust Agreement. If the
     Trustee receives timely directions on how to vote securities or mutual fund
     shares with regard to fewer than all of the securities or mutual fund
     shares subject to the vote, the Trustee shall vote such undirected
     securities or mutual fund shares in the same proportion as those for which
     it has received timely direction. The Trustee shall be under no duty to
     investigate any matter relating to a vote and shall have no power or
     authority to vote other than as set forth in this agreement;

     1.   if any securities and mutual fund shares are held in an alternate
          arrangement (other than a self-directed brokerage account), including
          an 81-100 trust, a sub-trust, ancillary trust

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          or in a custodial arrangement, to inform the trustee or custodian of
          such alternate arrangement of the voting directions the Trustee has
          received with regard to securities or mutual fund shares held in such
          alternate arrangement and to identify the securities or mutual fund
          shares with respect to which the Trustee has received partial or no
          direction or instruction. Those securities shall then be voted in
          accordance with the documents governing the 81-100 trust, sub-trust,
          ancillary trust or custodial arrangement. Nothing in this agreement
          shall be held as changing or affecting such other trusts or
          agreements. The Trustee shall have no power or authority to act
          otherwise than as set out in this paragraph with regard to votes on
          the securities and mutual fund shares described in this paragraph;

     2.   to vote and tender Qualifying Employer Securities held hereunder in
          the manner described in the Plan, or if Qualifying Employer Securities
          are held in a sub-trust or ancillary trust to inform the trustee of
          the voting directions the Trustee has received and to identify the
          Qualifying Employer Securities with respect to which the Trustee has
          received no direction or instruction;

     3.   to vote and tender securities and mutual fund shares held in a
          self-directed brokerage account in the manner described in the Plan
          and any applicable brokerage account agreements;

g)   to open such brokerage accounts with a broker/dealer on behalf of the
     Trust, as may be necessary to effect transactions in securities held in the
     Trust Fund.

SECTION .06 - COMPLEMENTARY POWERS OF THE TRUSTEE.

In exercising its powers under Section 05 of this Agreement and discharging its
duties generally under this Agreement, the Trustee shall have the following
powers with respect to the Trust Fund:

a)   to employ, and pay reasonable compensation to, agents, brokers,
     broker/dealers, attorneys, accountants, custodians, sub-trustees, ancillary
     trustees, or other persons, whose advice or services the Trustee may deem
     necessary in carrying out its duties and powers under this Agreement;

b)   to make, execute, acknowledge, and deliver any instruments that may be
     necessary to carry out the powers granted it including, custodial, 81-100
     trust, sub-trust or ancillary trust agreements;

c)   to consult with legal counsel, including the Employer's counsel, with
     respect to the meaning or construction of, or the Trustee's obligations or
     duties under, the Plan Documents, and Trust, or with respect to any action
     or proceeding or any question of law. The Trustee shall be fully protected
     with respect to any action it takes in good faith pursuant to the advice of
     such counsel;

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d)   to enforce any right, obligation, or claim and, in its absolute discretion,
     to protect in any way the interest of the Trust Fund and, if the Trustee
     considers such action for the best interests of the Trust Fund, to abstain
     from the enforcement of any right, obligation, or claim and to abandon any
     property which it has held;

e)   to institute, maintain, or defend any litigation necessary in connection
     with the administration of the Trust, provided the Trustee shall be under
     no duty or obligation to do so unless it shall be indemnified to its
     satisfaction against all expenses and liabilities which it may sustain or
     be paid reasonable compensation for its own extraordinary services in
     connection therewith;

f)   to hold assets in the Trustee's name or in the name of a nominee and to
     cause assets to be held by such custodian, 81-100 trust, sub-trustee or
     ancillary trustee, transfer agent, broker/dealer, or other party as
     appropriate to carrying out the Trustee's duties under this Agreement;

g)   to do all things necessary, in the Trustee's judgement, for the proper
     performance of the Trustee's duties under this Agreement;

h)   to assume, until advised to the contrary, that the Trust is qualified under
     IRC Sections401(a);

i)   to terminate the Plan's participation in an 81-100 trust, sub-trust or
     ancillary trust, or custodial arrangement if such trust or arrangement
     limits participation to qualified plans and the Trustee learns of a
     determination by the Internal Revenue Service or a court of competent
     jurisdiction that the Plan is no longer qualified or that continued
     participation in the 81-100 trust, sub-trust or ancillary trust or
     custodial arrangement would have adverse tax consequences for the Plan; and

j)   to make appropriate custodial arrangements with a benefits paying agent for
     the payment of benefits under the Plan.

SECTION .07 - EXPENSES.

The Trustee shall be reimbursed by the Employer for all expenses incurred by the
Trustee in exercising its powers and carrying out its duties under this
Agreement and for such reasonable compensation for the Trustee as may be agreed
upon in writing from time to time by the Employer and the Trustee. If, and to
the extent, the Employer does not timely pay such expenses and compensation,
they shall be paid from the Trust Fund, either as directed by the Employer, Plan
Administrator, a Named Fiduciary, or Investment Manager, as appropriate in
accordance with the Plan Documents or pro rata with respect to each of the
investments of each Member's Account and, within the Member's Account, pro rata
with regard to the securities, Mutual fund shares or other investments
attributable to that Member's Account including investments in 81-100 trusts,
sub-trusts or ancillary trusts, or custodial arrangements. The Trustee may also
pay other expenses of the Plan, as directed by the Plan Administrator, a Named
Fiduciary, or Investment Manager, as appropriate in accordance with the Plan,
from the Trust fund in the same manner as described above. The Trustee is hereby
authorized to collect expenses and

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compensation as described above.

SECTION .08 - ACCOUNTING.

The Trustee or its designee shall maintain true and accurate records and
accounts reflecting all receipts and disbursements of the Trust Fund and
containing a description of all Trust Fund assets held hereunder. These records
will be open, at the Trustee's regular place of business, to inspection and
audit by the Employer, the Plan Administrator, Investment Manager, and a Named
Fiduciary at all reasonable times.

Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.

The Trustee or its designee shall file all reports, returns, and information
required to be filed by Trustees under ERISA and the IRC and regulations and
rulings issued under ERISA and the IRC.

The Trustee or its designee shall file with the Employer an accounting of its
transactions as soon as practical after the first day of each Plan Year or any
other date specified. Any such report or accounting is open to inspection by a
Member for a period of sixty (60) days following the date it is filed. At the
end of the sixty-day period, the Trustee is released and discharged as to any
matters set forth in the report or account, except with respect to any act or
omission as to which a Member, the Employer, the Plan Administrator, or the
Named Fiduciary has filed a written objection within the sixty-day period.

In preparing its reports, the Trustee shall be permitted to rely upon, and deem
accurate without the need for independent verification, reports furnished to the
Employer, Plan Administrator, or Trustee by the Insurer, any Investment Manager,
and any investment fund or custodian.

SECTION .09 - AMENDMENT.

The Employer and the Trustee jointly reserve the right to amend this Agreement
by written instrument executed by both parties at any time upon terms mutually
acceptable, and effective as agreed by the Employer and the Trustee.

The Trustee may amend this Agreement (including any Exhibits) at any time by
written instrument, provided that such amendment is, in the Trustee's opinion,
required by applicable law or regulations. Copies of the amended Agreement shall
be sent to the Employer by the Trustee or its designee no less than 60 days
prior to the effective date of such change set out in the amended Agreement
(which shall be effective irrespective of when or whether such copy is received
by the Employer).

No amendment described in this Section 09 shall permit any part of the corpus or
income of the Trust Fund to be used for, or diverted to, purposes other than for
the exclusive benefit of Members, retired Members or their Beneficiaries.

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SECTION .10 - TERMINATION.

The Employer reserves the right to terminate this Agreement by a written
instrument delivered to the Trustee. This Agreement shall automatically
terminate upon the dissolution or liquidation of the Employer unless a successor
corporation or business organization agrees in writing to assume the obligations
of the Plan and this Trust.

Any Annuity Contract held in the Trust Fund at the time this Trust is terminated
shall be transferred to the Employer and the remainder of the assets of the
Trust Fund shall be transferred to the person or institution authorized in
writing by the Employer to receive such assets.

If the Employer does not direct the transfer of the remainder of the assets of
the Trust Fund to a person or institution authorized in writing by the Employer
to receive such assets or the Trustee is not informed of the identity of any
such person, the Trustee shall seek appointment of an appropriate recipient. The
Trustee shall be paid all expenses incurred in doing so.

In the event of the termination of the Trust on account of termination of the
Plan, the assets of the Trust Fund shall be applied to provide the benefits
specified in the Plan upon termination of the Plan.

SECTION .11 - INSURER.

With regard to any portion of the assets of the Trust Fund consisting of Annuity
Contracts issued by an Insurer, such Insurer shall in no event be deemed to be a
party to this Trust or to be responsible for its validity. The obligations and
responsibilities of the Insurer shall be measured and determined solely by the
terms of the Annuity Contract and it shall not be required to do any act not
provided in, or any act contrary to, the provisions of such Annuity Contract.

The Insurer shall not be required to look into the terms of this Agreement or
question any action of the Trustee, nor shall it be responsible to see that any
action of the Trustee is authorized. The Insurer shall act only upon the
direction of the Trustee and shall be fully discharged from any and all
liability for any amount paid to the Trustee or paid in accordance with the
direction of the Trustee or for any change made, or action taken, upon such
direction and shall not be obligated to see that any money paid by it to the
Trustee or to any person shall be properly distributed or applied. Any
instrument executed by the Trustee may be treated as conclusive. The Insurer
shall be without liability in taking, permitting, or omitting any action on the
faith of any such instrument and shall incur no liability or responsibility for
doing so.

Notices, proposed contract amendments, rate or fee changes, or other
communications regarding any Annuity Contracts that may be held hereunder will
be sent directly to either the Employer or the Trustee. The Trustee shall not
take any action with respect to any such notice, proposed amendment, change, or
other communication unless the Trustee receives appropriate written direction
from the

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Employer. Any rights of a contractholder under any such Annuity Contract,
including rights to discontinue, amend, or otherwise modify the Annuity Contract
shall be exercised only upon the specific written direction of the Employer.

SECTION .12 - LIMITATION ON RIGHTS AND REMEDIES.

In any action or proceeding involving the Trust Fund, or the administration of
the Trust Fund, only the Trustee and the Employer shall be the necessary
parties. Unless otherwise ordered by the court entertaining jurisdiction
thereover, no other person having or claiming to have an interest in the Trust
Fund shall be entitled to any notice or service of process. Any final judgment
entered in such an action or proceeding shall be conclusive upon all persons
claiming under this Agreement.

SECTION .13 - LIMITATION OF TRUSTEE'S LIABILITY.

a)   Any direction, instruction, or notice by the Trustee or to the Trustee by a
     Member, the Employer, the Plan Administrator, the Investment Manager, a
     Named Fiduciary, the Insurer, or other person pursuant to any of the
     provisions of this Plan and Trust shall be in writing and delivered by
     regular mail, and shall be effective only upon actual receipt. The Employer
     and the Trustee may agree in writing that any such direction, instruction,
     or notice may be given by alternative methods, including facsimile
     transmission, telephone, or electronic transmission to any e-mail address
     or fax or telephone number and shall, with regard to such alternate means
     of giving any such direction, instruction, or notice, provide for the use
     of identifying numbers or procedures that must be followed with regard to
     the giving of any such direction, instruction, or notice. The Employer
     shall inform the Plan Administrator, Named Fiduciary, Members, and any
     Investment Manager of such agreed upon alternative methods. The Trustee
     shall not be under any duty or obligation to act on any notice,
     instruction, or direction received in a form other than those agreed upon
     between the Employer and the Trustee. The Trustee may absolutely rely upon
     any and all such directions, instructions, or notices reasonably believed
     by it to be genuine and shall be fully protected in acting in accordance
     therewith. The Employer agrees to indemnify and hold the Trustee harmless
     against any loss, cost, claim damage, expense, and liability (including
     attorney's fees) and other costs it may incur in acting upon such notice,
     instructions, or directions. Except for the Trustee's own negligence, the
     Trustee shall incur no liability for any act or failure to act pursuant to
     this Agreement, unless a higher standard of care is imposed by ERISA.

b)   The Trustee is not liable for the acts or omissions of any Investment
     Manager, the Employer, the Plan Administrator, or the Insurer, nor is the
     Trustee under any obligation to invest or otherwise manage any asset of the
     Plan which is subject to the management of a properly appointed Investment
     Manager. The Employer, the Plan Administrator, the Trustee, and any
     properly appointed Investment Manager may execute a letter of agreement as
     a part of this Plan delineating the duties, responsibilities, fee
     structure, and liabilities of the Investment Manager with respect to any
     part of the Trust Fund under the control of the Investment Manager.

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c)   The Trustee may assume that the Employer, the Plan Administrator, the
     Investment Manager, and the Insurer are appropriately discharging their
     duties under the Plan Documents and this Agreement unless and until it is
     notified to the contrary in writing by any person known to the Trustee to
     be a Member in the Plan, the Employer, or a governmental agency with
     jurisdiction. In the event the Trustee receives said written notice, then
     the Trustee shall take any actions it deems appropriate, including, if the
     Trustee so desires, applying to a court of competent jurisdiction and/or
     Federal regulatory authorities for guidance with respect to disposition of
     the Trust Fund.

d)   The Trustee shall have no authority or discretion for the management and
     control of the Trust Fund beyond implementation of instructions, notice, or
     directions received by the Trustee in accordance with this Agreement, it
     being contemplated that all Plan assets will be under the control or
     direction of the Insurer or a properly appointed Investment Manager, or
     subject to Member, Employer, Plan Administrator, or Named Fiduciary
     direction. The Trustee shall not be responsible for reviewing reports
     provided by the Insurer or any Investment Manager. The Trustee will be
     under no duty of inquiry or review with regard to any direction,
     instruction, or notice that it may receive in accordance with this
     Agreement.

e)   The duties and responsibilities of the Trustee shall be limited to those
     set forth in this Agreement and nothing contained in this Agreement shall
     be deemed, either expressly or by implication, to impose any additional
     duties, powers, or responsibilities on the Trustee.

SECTION .14 - SECTION 404(c) COMPLIANCE.

The Trustee shall have no duty or responsibility to review any aspect of the
Plan or its administration relating to compliance with ERISA Section404(c).

SECTION .15 - MISCELLANEOUS.

a)   Third Parties Dealing with Trustee. To the extent permitted by law, no
     person shall be obliged to see to the application of any money paid or
     property delivered to the Trustee, nor shall any such person be required to
     take cognizance of the provisions of this Agreement. In general, each
     person dealing with the Trustee may act upon any advice, request, or
     representation in writing by the Trustee, or the Trustee's duly authorized
     agent, and shall not be liable to any person in so doing.

b)   Certificate of Authority from Third Parties. The Trustee may require
     delivery to it of a copy of any certificate, notice, or other instrument or
     information believed by it to be necessary to perform its duties hereunder
     and may rely and act upon the basis of any such certificate, notice,
     instrument, or other information furnished to the Trustee which it believes
     to be reliable and to have been signed, made, or presented by the proper
     party or parties.

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c)   No Liability for Actions of Employer and Plan Administrator. To the extent
     permitted by law, the Trustee shall not be responsible for any act or
     omission of the Employer, the Plan Administrator, the Investment Manager,
     or the Named Fiduciary. The Trustee shall be under no duty to inquire into
     any rule, regulation, instruction, direction, or order purporting to have
     been issued by the Employer, the Plan Administrator, the Investment
     Manager, or Named Fiduciary.

d)   Other. Notwithstanding anything else in this Agreement, the Trustee has the
     right, but not the obligation, to seek guidance from a court of competent
     jurisdiction or Federal regulatory authorities with respect to the handling
     and disposition of the Trust Fund.

e)   Assignment or Alienation. No interest under this Trust may be alienated,
     anticipated, encumbered or assigned, voluntarily or involuntarily and any
     such attempted assignment, alienation, anticipation, or encumbrance shall
     be void and of no effect. Nothing in this Agreement, however, shall prevent
     an assignment or alienation that the Plan Administrator advises the Trustee
     is necessary to fulfil the requirements of a Qualified Domestic Relations
     Order, as defined in ERISA Section206(d) and IRC Section414(p).

f)   No Reversion. Except as may be specifically permitted by the Plan
     Documents, under no circumstances shall any asset held in the Trust Fund or
     any Contributions made to the Trust ever revert to or be used or enjoyed
     by, the Employer or used for any other purpose than the funding or
     provision of benefits to eligible Members or their Beneficiaries or the
     satisfaction of other lawful obligations of the Plan prior to the
     satisfaction of all liabilities under the Plan. The Trustee shall be under
     no obligation to return any asset of the Trust Fund to the Employer, unless
     the Trustee has received written certification from the Employer that all
     Plan liabilities have been satisfied and that the Plan has been terminated
     or written certification that the amount requested by the Employer is the
     result of a bona fide mistake of fact described in IRC Section401(a)(2)
     and is in accord with the provisions of the Plan Documents. The Trustee may
     rely completely on such written certification.

g)   Construction. This Agreement shall be interpreted in a manner consistent
     with the requirements of IRC Section401(a), so that the Trust remains tax
     exempt under IRC Section501. If the terms of this Agreement conflict with
     relevant terms of ERISA, the IRC, or Delaware law, the requirements of
     those laws shall be deemed to be part of this Agreement and shall supersede
     any other provision in this Trust Document that is to the contrary. This
     Agreement shall be construed as though jointly drafted by the Trustee and
     the Employer and according to the fair intent of the language as a whole
     and not for or against anyone. The term "including" shall be construed
     providing examples only and as being without limitation.

h)   Authority of Individuals. Each individual signing this Agreement represents
     and warrants that she or he has, individually or in concert with the other
     persons signing this Agreement on behalf of the same entity, the authority
     to sign this Agreement and thereby bind that entity to the terms and
     conditions of this Agreement.

                                      -12-

<PAGE>

SECTION .16 - EXECUTION.

This Agreement shall be executed in counterparts,  each of which shall be deemed
an original.

SECTION .17 - WAIVER.

It is understood and agreed that no failure or delay to exercise, nor any single
or partial exercise of, any right, power, or privilege given or arising under
this Agreement shall operate as a waiver of future rights to exercise any such
right, power, or privilege.

SECTION .18 - CHANGE IN PLAN TERMS.

Changes to the Plan Documents or the operation of the Plan shall not serve to
increase or decrease the responsibility, duties, or obligations of the Trustee
under this Agreement. The Trustee and the Employer may negotiate and make any
changes to this Agreement that appropriately reflect such changes. Absent such
negotiated changes, the Trustee shall be obligated to no more than continued
performance under this Agreement as if the changes to the Plan Documents had not
occurred.

                                      -13-

<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective
as of the date both the Employer and the Trustee have both signed this
Agreement.

FOR THE EMPLOYER
(Name of Employer)


Name:     /s/  William J. Walljasper
     -----------------------------------
Title:  Vice President Human Resources

Date:   April 22, 2003

The undersigned hereby accepts appointment as Trustee hereunder and agrees to be
bound by the terms of this Agreement.

ACCEPTANCE OF THE TRUSTEE

Delaware Charter Guarantee & Trust Company,  a Delaware  corporation  conducting
business under the trade name of Trustarsm Retirement Services

Name: /s/ Lori N. Richards
     -----------------------------------

Title: Director of Finance
      ----------------------------------

Dated: April 29, 2003
      ----------------------------------

                                      -14-

<PAGE>

                                    Exhibit A
                                    ---------

Name of Employer:
                 -----------------------

Name of Plan:
             ---------------------------

                                      -15-