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                                                          Exhibit 10.4



                       EXCHANGE TRUST AGREEMENT


                  AGREEMENT made as of the 4th day of April, 2000.


AMONG:

                  INTERNATIONAL BUSINESS MACHINES CORPORATION, a corporation
                  existing under the laws of the State of New York ("IBM")

                                 -and-

                  3040696 NOVA SCOTIA COMPANY, an unlimited company existing
                  under the laws of the Province of Nova Scotia ("Holdco")

                                 -and-

                  IBM ACQUISITION INC., a corporation existing under the laws of
                  Canada (the "Corporation")

                                 -and-

                  CIBC MELLON TRUST COMPANY, a trust company existing under the
                  laws of Canada (the "Trustee")

                  WHEREAS pursuant to the terms of the offer by the Corporation
and IBM Acquisition II L.L.C. dated March 15, 2000, to purchase all of the Class
A Subordinate Voting Shares and all of the Class B Multiple Voting Shares of LGS
Group Inc., IBM, Holdco and the Corporation agreed that IBM, Holdco, the
Corporation, and a Canadian trust company would execute and deliver an Exchange
Trust Agreement;

                  AND WHEREAS pursuant to that offer, certain Class A
Subordinate Voting Shares and Class B Multiple Voting Shares of LGS Group Inc.
are to be acquired by the Corporation in exchange for Exchangeable Shares of the
Corporation (the "Exchangeable Shares") and certain rights granted hereunder;

                  AND WHEREAS the Corporation may issue additional Exchangeable
Shares following completion of the Offer, including pursuant to any compulsory
acquisition rights the Corporation may exercise;

                  AND WHEREAS IBM is to grant to and in favour of Non-Affiliated
Holders (as hereinafter defined) of Exchangeable Shares the right, in the
circumstances set forth herein, to require IBM (or, at the election of IBM,
Holdco) to purchase from each Non-Affiliated Holder all or any part of the
Exchangeable Shares held by the Non-Affiliated Holder;


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                                      -2-


                  AND WHEREAS in certain circumstances the Exchangeable Shares
are to be automatically exchanged for shares of IBM Common Stock;

                  AND WHEREAS the parties desire to make appropriate provision
and to establish a procedure whereby IBM and Holdco will be able to take certain
actions and make certain payments and to deliver or cause to be delivered shares
of Common Stock of IBM, par value US$0.20 per share (the "IBM Common Stock") in
satisfaction of the obligations of IBM and/or Holdco under the Exchangeable
Share Provisions (as hereinafter defined) and this trust agreement and IBM will
take certain actions such that if Holdco seeks to exercise its rights under the
Exchangeable Share Provisions, it will only do so if it will be able to make
certain payments and cause to be delivered shares of IBM Common Stock in
satisfaction of the obligations of Holdco under the Exchangeable Share
Provisions;

                  AND WHEREAS these recitals and any statements of fact in this
trust agreement are made by IBM, Holdco and the Corporation and not by the
Trustee;

                  NOW THEREFORE, in consideration of the respective covenants
and agreements provided in this trust agreement and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties agree as follows:

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

In this trust agreement, unless something in the subject matter or content is
inconsistent therewith:

         "AUTOMATIC EXCHANGE RIGHT" means the benefit of the obligation of IBM
         to effect the automatic exchange of shares of IBM Common Stock for
         Exchangeable Shares pursuant to Section 4.11 hereof.

         "BOARD OF DIRECTORS" means the board of directors of the Corporation.

         "BUSINESS DAY" means a day, other than a Saturday, a Sunday or a
         statutory holiday, when banks are generally open in each of Montreal,
         Quebec and Toronto, Ontario for the transaction of banking business.

         "CANADIAN DOLLAR EQUIVALENT" means in respect of an amount expressed in
         a foreign currency (the "Foreign Currency Amount") at any date the
         product obtained by multiplying (a) the Foreign Currency Amount by (b)
         the official noon spot exchange rate on such date for such foreign
         currency as reported by the Bank of Canada or, in the event such spot
         exchange rate is not available, such exchange rate on such date for
         such foreign currency as may be deemed by the Board of Directors to be
         appropriate for such purpose.


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                                      -3-


         "CURRENT MARKET PRICE" means, in respect of a share of IBM Common Stock
         on any date, the Canadian Dollar Equivalent of the average closing
         sales price of shares of IBM Common Stock during a period of five
         consecutive trading days ending not more than five trading days before
         such date on the New York Stock Exchange or, if the shares of IBM
         Common Stock are not then listed on the New York Stock Exchange, on
         such other stock exchange or automated quotation system on which the
         shares of IBM Common Stock are listed or quoted, as the case may be, as
         may be selected by the Board of Directors for such purpose; provided,
         however, that if in the opinion of the Board of Directors the public
         distribution or trading activity of IBM Common Stock during such period
         is inadequate to create a market that reflects the fair market value of
         the IBM Common Stock, then the Current Market Price of a share of IBM
         Common Stock shall be determined by the Board of Directors based upon
         the advice of such qualified independent financial advisors as the
         Board of Directors may deem to be appropriate, and provided further
         that any such selection, opinion or determination by the Board of
         Directors shall be conclusive and binding.

         "DIVIDEND AMOUNT" has the meaning set out in Section 1.1 of the
         Exchangeable Share Provisions.

         "EXCHANGE RIGHT" has the meaning set out in Section 4.1 hereof.

         "EXCHANGEABLE SHARE PROVISIONS" means the rights, privileges,
         restrictions and conditions attaching to the Exchangeable Shares.

         "EXCHANGEABLE SHARES" has the meaning set out in the recitals hereto.

         "IBM BOARD OF DIRECTORS" means the board of directors of IBM.

         "IBM COMMON STOCK" means the shares of common stock of IBM, par value
         US $0.20 per share, having voting rights of one vote per share, and any
         other securities into which such shares may be changed or for which
         such shares may be exchanged (whether or not IBM shall be the issuer of
         such other securities) or any other consideration which may be received
         by the holders of such shares, pursuant to a recapitalization,
         reconstruction, reorganization or reclassification of, or amalgamation,
         merger, liquidation or similar transaction, affecting such shares.

         "IBM LIQUIDATION EVENT" has the meaning set out in Section 4.11 hereof.

         "IBM LIQUIDATION EVENT EFFECTIVE DATE" has the meaning set out in
         Section 4.11 hereof.

         "IBM SUCCESSOR" has the meaning set out in Section 9.1 hereof.

         "INSOLVENCY EVENT" means the institution by Corporation of any
         proceeding to be adjudicated a bankrupt or insolvent or to be dissolved
         or wound up, or the consent of the Corporation to the institution of
         bankruptcy, insolvency, dissolution or

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                                      -4-



         winding-up proceedings against it, or the filing of a petition, answer
         or consent seeking dissolution or winding up under any bankruptcy,
         insolvency or analogous laws, including without limitation the
         COMPANIES CREDITORS' ARRANGEMENT ACT (Canada) and the BANKRUPTCY AND
         INSOLVENCY ACT (Canada), and the failure by the Corporation to contest
         in good faith any such proceedings commenced in respect of the
         Corporation within 15 days of becoming aware thereof, or the consent by
         the Corporation to the filing of any such petition or to the
         appointment of a receiver, or the making by the Corporation of a
         general assignment for the benefit of creditors, or the admission in
         writing by the Corporation of its inability to pay its debts generally
         as they become due, or the Corporation not being permitted, pursuant to
         solvency requirements or other provisions of applicable law to redeem
         any Retracted Shares pursuant to Section 6.1 of the Exchangeable Share
         Provisions.

         "LIQUIDATION AMOUNT" has the meaning set out in Section 5.1(1) of the
         Exchangeable Share Provisions.

         "LIQUIDATION CALL RIGHT" has the meaning set out in Section 5.2(1) of
         the Exchangeable Share Provisions.

         "NON-AFFILIATED HOLDERS" means the registered holders of Exchangeable
         Shares other than IBM and its Subsidiaries.

         "OFFER" has the meaning set out in Section 5.8 hereof.

         "OFFICER'S CERTIFICATE" means, with respect to IBM or the Corporation,
         as the case may be, a certificate signed by any one of the Chairman of
         the Board, the Chief Executive Officer, the President, any
         Vice-President or any other senior officer of IBM or the Corporation,
         as the case may be.

         "REDEMPTION CALL RIGHT" has the meaning set out in Section 7.2(1) of
         the Exchangeable Share Provisions.

         "REDEMPTION PRICE" has the meaning set out in Section 7.1(1) of the
         Exchangeable Share Provisions.

         "RETRACTED SHARES" has the meaning set out in Section 4.7 hereof.

         "RETRACTION CALL RIGHT" has the meaning set out in Section 6.2(1) of
         the Exchangeable Share Provisions.

         "RETRACTION PRICE" has the meaning set out in Section 6.1(1) of the
         Exchangeable Share Provisions.

         "SUBSIDIARY" of IBM means any corporation more than 50% of the
         outstanding stock of which, by vote or value, is owned, directly or
         indirectly, by IBM, by one or more other Subsidiaries of IBM or by IBM
         and one or more other Subsidiaries of IBM.


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                                      -5-


         "SUPPORT AGREEMENT" means the support agreement made as of April 4,
         2000 among IBM, Holdco and the Corporation.

         "TRANSFER AGENT" has the meaning set out in Section 1.1 of the
         Exchangeable Share Provisions.

         "TRUST" means the trust created by this trust agreement.

         "TRUST ESTATE" means any securities, the Exchange Right, the Automatic
         Exchange Rights and any money or other rights or assets that may be
         held by the Trustee from time to time pursuant to this trust agreement.

         "TRUSTEE" means CIBC Mellon Trust Company and, subject to the
         provisions of Article 8 hereof, includes any successor trustee or
         permitted assigns.

1.2      INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.

The division of this trust agreement into articles and Sections and the
insertion of headings are for reference purposes only and shall not affect the
interpretation of this trust agreement. Unless otherwise indicated, any
reference in this trust agreement to an article or Section refers to the
specified article or Section of this trust agreement.

1.3      NUMBER, GENDER AND PERSONS

In this trust agreement, unless the context otherwise requires, words importing
the singular number include the plural and vice versa, words importing any
gender include all genders and words importing persons include individuals,
corporations, partnerships, companies, associations, trusts, unincorporated
organizations, governmental bodies and other legal or business entitles of any
kind.

1.4      DATE FOR ANY ACTION

If any date on which any action is required to be taken under this trust
agreement is not a Business Day, such action shall be required to be taken on
the next succeeding Business Day.

1.5      PAYMENTS

All payments to be made hereunder shall be made without interest. Further, IBM,
Holdco, the Corporation and the Trustee shall be entitled to deduct and withhold
from any consideration otherwise payable under this trust agreement to any
holder of Exchangeable Shares such amounts as IBM, Holdco, the Corporation or
the Trustee is required or permitted to deduct and withhold with respect to such
payment under the INCOME TAX ACT (Canada), the United States Internal Revenue
Code of 1986 or any provision of provincial, state, local or foreign tax law, in
each case as amended or succeeded. To the extent that amounts are so withheld,
such withheld amounts shall be treated for all purposes as having been paid to
the holder of the shares in respect of which such deduction and withholding was
made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority. To the extent that the amounts


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                                      -6-


so required or permitted to be deducted or withheld from any payment to a holder
exceeds the cash portion of the consideration otherwise payable to the holder,
IBM, Holdco, the Corporation and the Trustee are hereby authorized to sell or
otherwise dispose of such portion of the consideration as is necessary to
provide sufficient funds to IBM, Holdco, the Corporation or the Trustee, as the
case may be, to enable it to comply with such deduction or withholding
requirements and IBM, Holdco, the Corporation or the Trustee shall notify the
holder thereof and remit to such holder any unapplied balance of the net
proceeds of such sale.

                                   ARTICLE 2
                                      TRUST

2.1      ESTABLISHMENT OF TRUST

One of the purposes of this trust agreement is to create the Trust for the
benefit of the Non-Affiliated Holders, as herein provided. The Trustee will hold
the Exchange Right and the Automatic Exchange Rights in order to enable the
Trustee to exercise such rights and will hold the other rights granted in or
resulting from the Trustee being a party to this trust agreement in order to
enable the Trustee to exercise or enforce such rights, in each case as trustee
for and on behalf of the Non-Affiliated Holders as provided in this trust
agreement.

                                   ARTICLE 3
                         STOCKHOLDER INFORMATION RIGHTS

3.1      COPIES OF STOCKHOLDER INFORMATION

IBM will deliver to the Trustee copies of all proxy materials (including notices
of IBM Meetings but excluding proxies to vote shares of IBM Common Stock),
information statements, reports (including without limitation all interim and
annual financial statements) and other written communications that are to be
distributed to holders of IBM Common Stock, in sufficient quantities and in
sufficient time so as to enable the Trustee to send those materials to each
Non-Affiliated Holder at the same time as such materials are first sent to
holders of IBM Common Stock. The Trustee will mail or otherwise send to each
Non-Affiliated Holder, at the expense of IBM, copies of all such materials (and
all materials specifically directed to the Non-Affiliated Holders or to the
Trustee for the benefit of the Non-Affiliated Holders by IBM) received by the
Trustee from IBM at the same time as such materials are first sent to holders of
IBM Common Stock. The Trustee will make copies of all such materials available
for inspection by any Non-Affiliated Holder at the Trustee's principal office in
the cities of Toronto and Montreal.

3.2      OTHER MATERIALS

Promptly after receipt by IBM of any material to be sent or given generally to
the holders of IBM Common Stock by or on behalf of a third party, including
without limitation dissident proxy and information circulars (and related
information and material) and tender and exchange offer circulars (and related
information and material), IBM shall use reasonable efforts to obtain and
deliver to the Trustee copies thereof in sufficient quantities so as to enable
the Trustee to forward such material (unless the same has been provided to the
Trustee or sent directly to Non-Affiliated


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                                      -7-


Holders by such third party) to each Non-Affiliated Holder as soon as
practicable thereafter. As soon as practicable after receipt thereof, the
Trustee will mail or otherwise send to each Non-Affiliated Holder, at the
expense of IBM, copies of all such materials received by the Trustee from IBM.
The Trustee will also make copies of all such materials available for inspection
by any Non-Affiliated Holder at the Trustee's principal office in the cities of
Toronto and Montreal.

3.3      DISTRIBUTION OF WRITTEN MATERIALS

Any written materials to be distributed by the Trustee to the Non-Affiliated
Holders pursuant to this trust agreement shall be delivered or sent by mail (or
otherwise communicated in the same manner as IBM utilizes in communications to
holders of IBM Common Stock, subject to the Trustee being advised in writing of
such method of communication and its ability to provide same) to each
Non-Affiliated Holder at its address as shown on the share register of the
Corporation. The Corporation shall provide or cause to be provided to the
Trustee for this purpose, on a timely basis and without charge or other expense:

         (a)      current lists of the Non-Affiliated Holders; and

         (b)      upon the request of the Trustee, mailing labels to enable the
                  Trustee to carry out its duties under this trust agreement.

The materials referred to above are to be provided by IBM to the Trustee, but
shall be subject to review and comment by the Trustee.

                                   ARTICLE 4
                                 EXCHANGE RIGHT

4.1      GRANT AND OWNERSHIP OF THE EXCHANGE RIGHT

IBM hereby grants to the Trustee as trustee for and on behalf of, and for the
use and benefit of, the Non-Affiliated Holders the right (the "Exchange Right"),
upon the occurrence and during the continuance of an Insolvency Event, to
require IBM (or, at the election of IBM, Holdco) to purchase from each
Non-Affiliated Holder all or any part of the Exchangeable Shares held by the
Non-Affiliated Holders, all in accordance with the provisions of this trust
agreement. IBM hereby acknowledges receipt from the Trustee, as trustee for and
on behalf of the Non-Affiliated Holders, of good and valuable consideration (and
the adequacy thereof) for the grant of the Exchange Right by IBM to the Trustee.
During the term of the Trust and subject to the terms and conditions of this
trust agreement, the Trustee shall possess and be vested with full legal
ownership of the Exchange Right and shall be entitled to exercise all of the
rights and powers of an owner with respect to the Exchange Right, provided that
the Trustee shall:

         (a)      hold the Exchange Right and the legal title thereto as trustee
                  solely for the use and benefit of the Non-Affiliated Holders
                  in accordance with the provisions of this trust agreement; and


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                                      -8-


         (b)      except as specifically authorized by this trust agreement,
                  have no power or authority to exercise or otherwise deal in or
                  with the Exchange Right, and the Trustee shall not exercise
                  such right for any purpose other than the purposes for which
                  this Trust is created pursuant to this trust agreement.

4.2      LEGENDED SHARE CERTIFICATE

The Corporation shall cause each certificate representing Exchangeable Shares to
bear an appropriate legend notifying the Non-Affiliated Holders of their right
to instruct the Trustee with respect to the exercise of the Exchange Right in
respect of the Exchangeable Shares held by a Non-Affiliated Holder.

4.3      GENERAL EXERCISE OF EXCHANGE RIGHT

The Exchange Right shall be and remain vested in and exercisable by the Trustee.
Subject to Sections 5.7 and 5.15 hereof, the Trustee shall exercise the Exchange
Right only on the basis of instructions received pursuant to this Article 4 from
Non-Affiliated Holders entitled to instruct the Trustee as to the exercise
thereof. To the extent that no instructions are received from a Non-Affiliated
Holder with respect to the Exchange Right, the Trustee shall not exercise or
permit the exercise of the Exchange Right.

4.4      PURCHASE PRICE

The purchase price payable by IBM or Holdco for each Exchangeable Share to be
purchased by IBM or Holdco under the Exchange Right shall be an amount per share
equal to (a) the Current Market Price of a share of IBM Common Stock on the last
Business Day prior to the day of closing of the purchase and sale of such
Exchangeable Share under the Exchange Right, which shall be satisfied in full by
causing to be delivered to such holder one share of IBM Common Stock plus (b)
the Dividend Amount, if any. In connection with each exercise of the Exchange
Right, the Corporation will provide to the Trustee an Officer's Certificate
setting forth the purchase price for each Exchangeable Share. The purchase
price for each such Exchangeable Share so purchased may be satisfied only by
IBM or Holdco delivering or causing to be delivered to the Trustee, on behalf
of the relevant Non-Affiliated Holder, one share of IBM Common Stock and a
cheque for the balance, if any, of the purchase price without interest.

4.5      EXERCISE INSTRUCTIONS

Subject to the terms and conditions herein set forth, a Non-Affiliated Holder
shall be entitled, upon the occurrence and during the continuance of an
Insolvency Event, to instruct the Trustee to exercise the Exchange Right with
respect to all or any part of the Exchangeable Shares registered in the name of
such Non-Affiliated Holder on the books of the Corporation. To cause the
exercise of the Exchange Right by the Trustee, the Non-Affiliated Holder shall
deliver to the Trustee, in person or by certified or registered mail, at its
principal office in Montreal, Quebec or at such other places in Canada as the
Trustee may from time to time designate by written notice to the Non-Affiliated
Holders, the certificates representing the Exchangeable Shares which such
Non-Affiliated Holder desires IBM (or, at the election of IBM, Holdco) to
purchase, duly endorsed in blank, and accompanied by such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the CANADA BUSINESS CORPORATIONS


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                                      -9-


ACT and the by-laws of the Corporation and such additional documents and
instruments as IBM, Holdco, the Trustee and the Corporation may reasonably
require together with (a) a duly completed form of notice of exercise of the
Exchange Right, contained on the reverse of or attached to the Exchangeable
Share certificates, stating (i) that the Non-Affiliated Holder thereby
instructs the Trustee to exercise the Exchange Right so as to require IBM
(or, at the election of IBM, Holdco) to purchase from the Non-Affiliated
Holder the number of Exchangeable Shares specified therein, (ii) that such
Non-Affiliated Holder has good title to and owns all such Exchangeable Shares
to be acquired by IBM or Holdco free and clear of all liens, claims,
encumbrances, security interests and adverse claims, (iii) the names in which
the certificates representing IBM Common Stock issuable in connection with
the exercise of the Exchange Right are to be issued and (iv) the names and
addresses of the persons to whom such new certificates should be delivered
and (b) payment (or evidence satisfactory to the Trustee, the Corporation,
IBM and Holdco of payment) of the taxes (if any) payable as contemplated by
Section 4.8 of this trust agreement. If only a portion of the Exchangeable
Shares represented by any certificate delivered to the Trustee are to be
purchased by IBM or Holdco under the Exchange Right, a new certificate for
the balance of such Exchangeable Shares shall be issued to the holder at the
expense of the Corporation.

4.6      DELIVERY OF IBM COMMON STOCK; EFFECT OF EXERCISE

As soon as practicable after receipt of the certificates representing the
Exchangeable Shares that a Non-Affiliated Holder desires IBM or Holdco to
purchase under the Exchange Right (together with such documents and
instruments of transfer and a duly completed form of notice of exercise of
the Exchange Right and payment of taxes payable as contemplated by Section
4.8, if any, or evidence thereof), duly endorsed for transfer to IBM or
Holdco, the Trustee shall notify IBM, Holdco and the Corporation of its
receipt of the same, which notice to IBM, Holdco and the Corporation shall
constitute exercise of the Exchange Right by the Trustee on behalf of the
holder of such Exchangeable Shares, and IBM or Holdco shall immediately
thereafter deliver or cause to be delivered to the Trustee, for delivery to
the Non-Affiliated Holder of such Exchangeable Shares (or to such other
persons, if any, properly designated by such Non-Affiliated Holder), a
certificate for the number of shares of

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                                      -10-


IBM Common Stock deliverable in connection with such exercise of the Exchange
Right (which shares shall be duly issued as fully paid and non-assessable and
shall be free and clear of any lien, claim or encumbrance, security interest or
adverse claim) and a cheque for the balance, if any, of the purchase price
therefor; provided, however, that no such delivery shall be made unless and
until the Non-Affiliated Holder requesting the same shall have paid (or provided
evidence satisfactory to the Trustee, Holdco, the Corporation and IBM of the
payment of) the taxes (if any) payable as contemplated by Section 4.8 of this
trust agreement. Immediately upon the giving of notice by the Trustee to IBM,
Holdco and the Corporation of the exercise of the Exchange Right, as provided in
this Section 4.6, the closing of the transaction of purchase and sale
contemplated by the Exchange Right shall be deemed to have occurred, and the
Non-Affiliated Holder of such Exchangeable Shares shall be deemed to have
transferred to IBM or Holdco all of its right, title and interest in and to such
Exchangeable Shares and the related interest in the Trust Estate and shall not
be entitled to exercise any of the rights of a holder in respect thereof, other
than the right to receive its proportionate part of the total purchase price
therefor, unless the requisite number of shares of IBM Common Stock (together
with a cheque for the balance, if any, of the total purchase price thereof
without interest) is not delivered by IBM or Holdco to the Trustee, for
delivery to such Non-Affiliated Holder (or to such other persons, if any,
properly designated by such Non-Affiliated Holder), within five Business Days
of the date of the giving of such notice by the Trustee, in which case the
rights of the Non-Affiliated Holder shall remain unaffected until such shares
of IBM Common Stock are so delivered by IBM or Holdco and any such cheque is
so delivered and paid. Concurrently with the closing of the transaction of
purchase and sale contemplated by the Exchange Right, such Non-Affiliated
Holder shall be considered and deemed for all purposes to be the holder of
the shares of IBM Common Stock delivered to it pursuant to the Exchange Right.

4.7      EXERCISE OF EXCHANGE RIGHT SUBSEQUENT TO RETRACTION

In the event that a Non-Affiliated Holder has exercised its right under Article
5 of the Exchangeable Share Provisions to require the Corporation to redeem any
or all of the Exchangeable Shares held by the Non-Affiliated Holder (the
"Retracted Shares") and is notified by the Corporation pursuant to Section
6.1(4) of the Exchangeable Share Provisions that the Corporation will not be
permitted as a result of solvency requirements of applicable law to redeem all
such Retracted Shares, subject to receipt by the Trustee of written notice to
that effect from the Corporation and provided that neither IBM nor Holdco shall
have exercised its Retraction Call Right with respect to the Retracted Shares
and that the Non-Affiliated Holder shall not have revoked the retraction request
delivered by the Non-Affiliated Holder to the Corporation pursuant to Section
6.1(5) of the Exchangeable Share Provisions, the retraction request will
constitute and will be deemed to constitute notice from the Non-Affiliated
Holder to the Trustee instructing the Trustee to exercise the Exchange Right
with respect to those Retracted Shares that the Corporation is unable to redeem.
In any such event, the Corporation hereby agrees with the Trustee and in favour
of the Non-Affiliated Holder immediately to notify the Trustee of such
prohibition against the Corporation redeeming all of the Retracted Shares and
immediately to forward or cause to be forwarded to the Trustee all relevant
materials delivered by the Non-Affiliated Holder to the Corporation or to the
Transfer Agent (including without limitation a copy of the retraction request
delivered pursuant to Section 6.1(1) of the Exchangeable Shares Provisions) in
connection with such proposed redemption of the Retracted Shares and the Trustee
will thereupon exercise the Exchange Right with respect to the Retracted Shares
that the Corporation is not permitted to redeem and will require IBM to purchase
such shares in accordance with the provisions of this Article 4.

4.8      STAMP OR OTHER TRANSFER TAXES

Upon any sale of Exchangeable Shares to IBM or Holdco pursuant to the Exchange
Right, the share certificate or certificates representing the IBM Common Stock
to be delivered in connection with the payment of the total purchase price
therefor shall be issued in the name of the Non-Affiliated Holder of the
Exchangeable Shares so sold or in such names as such Non-Affiliated Holder may
otherwise direct in writing without charge to the holder of the Exchangeable
Shares so sold; provided, however, that such Non-Affiliated Holder (a) shall pay
(and neither IBM, Holdco, the Corporation nor the Trustee shall be required to
pay) any documentary, stamp, transfer or other similar taxes that may be payable
in respect of any transfer


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                                      -11-


involved in the issuance or delivery of such shares to a person other than such
Non-Affiliated Holder or (b) shall have established to the satisfaction of the
Trustee, IBM, Holdco and the Corporation that such taxes, if any, have been
paid.

4.9      NOTICE OF INSOLVENCY EVENT

Promptly upon the occurrence of an Insolvency Event or any event that with
the giving of notice or the passage of time or both would be an Insolvency
Event, the Corporation, IBM and Holdco shall give written notice thereof to
the Trustee. As soon as practicable after receiving notice from the
Corporation or IBM or from any other person of the occurrence of an
Insolvency Event, the Trustee will mail to each Non-Affiliated Holder, at the
expense of IBM (such funds to be received in advance), a notice of such
Insolvency Event in the form provided by IBM, which notice shall contain a
brief statement of the right of the Non-Affiliated Holders with respect to
the Exchange Right.

4.10     IBM COMMON STOCK

All shares of IBM Common Stock delivered to or to the order of a former holder
of surrendered Exchangeable Shares shall be duly issued as fully paid,
non-assessable, free of pre-emptive rights and shall be free and clear of any
lien, claim, encumbrance, security interest or adverse claim.

4.11     AUTOMATIC EXCHANGE ON LIQUIDATION OF IBM

         (a)      IBM shall give the Trustee prompt written notice of each of
                  the following events (each an "IBM Liquidation Event"):

                  (i)      any determination by the board of directors of IBM to
                           institute voluntary liquidation, dissolution or
                           winding-up proceedings with respect to IBM (not
                           including a reorganization under applicable
                           bankruptcy laws) or to effect any other distribution
                           of assets of IBM among its stockholders for the
                           purpose of winding-up its affairs; and

                  (ii)     receipt by IBM of notice of, or IBM otherwise
                           becoming aware of, any instituted claim, suit,
                           petition or other proceedings with respect to the
                           involuntary liquidation, dissolution or winding-up of
                           IBM (not including a reorganization under applicable
                           bankruptcy laws) or to effect any other distribution
                           of assets of IBM among its stockholders for the
                           purpose of winding-up its affairs.

         (b)      Immediately following receipt by the Trustee from IBM of
                  notice of any IBM Liquidation Event contemplated by Section
                  4.11(a), the Trustee will give notice thereof to the holders
                  of Exchangeable Shares. Such notice shall be provided by IBM
                  to the Trustee and shall include a brief description of the
                  automatic exchange of Exchangeable Shares for shares of IBM
                  Common Stock provided for in Section 4.11(c).


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                                      -12-


         (c)      In order that the holders of Exchangeable Shares (other than
                  IBM and any Subsidiary) will be able to participate on a PRO
                  RATA basis with the holders of IBM Common Stock in the
                  distribution of assets of IBM in connection with a IBM
                  Liquidation Event, on the fifth Business Day prior to the
                  effective date (the "IBM Liquidation Event Effective Date") of
                  an IBM Liquidation Event all of the then outstanding
                  Exchangeable Shares (other than Exchangeable Shares held by
                  IBM and any Subsidiary) shall be automatically exchanged for
                  shares of IBM Common Stock. To effect such automatic exchange,
                  IBM (or, at the election of IBM, Holdco) shall purchase each
                  Exchangeable Share outstanding on the fifth Business Day prior
                  to the IBM Liquidation Event Effective Date and held by a
                  holder of Exchangeable Shares (other than IBM and any of its
                  Subsidiaries), and each such holder shall sell the
                  Exchangeable Shares held by it at such time, for a purchase
                  price per share equal to (i) the Current Market Price of a
                  share of IBM Common Stock on the fifth Business Day prior to
                  the IBM Liquidation Event Effective Date, which shall be
                  satisfied in full by IBM or Holdco delivering to such holder
                  one share of IBM Common Stock, plus (ii) the Dividend Amount,
                  if any. In connection with such automatic exchange, the
                  Corporation will provide to the Trustee an Officer's
                  Certificate setting forth the calculation of the purchase
                  price for each Exchangeable Share.

         (d)      On the fifth Business Day prior to the IBM Liquidation Event
                  Effective Date, the closing of the transaction of purchase and
                  sale contemplated by the automatic exchange of Exchangeable
                  Shares for IBM Common Stock shall be deemed to have occurred,
                  and each holder of Exchangeable Shares (other than IBM and any
                  Subsidiary) shall be deemed to have transferred to IBM (or, at
                  the election of IBM, Holdco) all of such holder's right, title
                  and interest in and to such Exchangeable Shares and shall
                  cease to be a holder of such Exchangeable Shares at such time
                  as IBM or Holdco shall deliver or cause to be delivered to the
                  Transfer Agent, for delivery to such holders, the certificates
                  representing the number of shares of IBM Common Stock
                  deliverable upon the automatic exchange of Exchangeable Shares
                  for IBM Common Stock (which shares shall be duly issued as
                  fully paid and non-assessable and shall be free and clear of
                  any lien, claim or encumbrance, security interest or adverse
                  claim) and a cheque for the balance, if any, of the total
                  purchase price for such Exchangeable Shares without
                  interest; interest on such deposit shall belong to IBM.
                  Concurrently with each such holder ceasing to be a holder
                  of Exchangeable Shares, such holder shall be considered and
                  deemed for all purposes to be the holder of the shares of
                  IBM Common Stock delivered to it, or to the Transfer Agent
                  on its behalf, pursuant to the automatic exchange of
                  Exchangeable Shares for IBM Common Stock and the
                  certificates held by such holder previously representing
                  the Exchangeable Shares exchanged by such holder with IBM
                  pursuant to such automatic exchange shall thereafter be
                  deemed to represent the shares of IBM Common Stock
                  delivered to such holder by IBM pursuant to such automatic
                  exchange. Upon the request of any such former holder of
                  Exchangeable Shares and the surrender by such holder of
                  Exchangeable Share certificates deemed to represent shares
                  of IBM Common Stock, duly endorsed in blank and accompanied
                  by such instruments of transfer as IBM may reasonably
                  require, IBM shall deliver or cause to be delivered to such


<PAGE>
                                      -13-


                  holder certificates representing the shares of IBM Common
                  Stock of which such holder is the holder and a cheque in
                  payment of the remaining portion, if any, of the aggregate
                  purchase price therefor.

4.12     CALL RIGHTS

The Liquidation Call Right, the Redemption Call Right, the Retraction Call Right
and the Automatic Exchange Right are hereby agreed, acknowledged and confirmed.
It is agreed and acknowledged that such rights are enforceable against each
holder of Exchangeable Shares by IBM or Holdco, as the case may be.

4.13     ACKNOWLEDGEMENT OF CONSIDERATION

It is expressly acknowledged that the Exchange Right and the Automatic Exchange
Right granted to the holders of the Exchangeable Shares hereunder are granted in
partial consideration for the transfer of shares of LGS Group Inc. to the
Corporation.

                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

5.1      POWERS AND DUTIES OF THE TRUSTEE

The rights, powers and authorities of the Trustee under this trust agreement, in
its capacity as trustee of the Trust, shall include:

         (a)      distributing materials to Non-Affiliated Holders as provided
                  in this trust agreement;

         (b)      receiving the grant of the Exchange Right and the Automatic
                  Exchange Rights from IBM as trustee for and on behalf of the
                  Non-Affiliated Holders in accordance with the provisions of
                  this trust agreement;

         (c)      exercising the Exchange Right in accordance with the
                  provisions of this trust agreement, and in connection
                  therewith receiving from Non-Affiliated Holders Exchangeable
                  Shares and other requisite documents and distributing to such
                  Non-Affiliated Holders the shares of IBM Common Stock and
                  cheques, if any, to which such Non-Affiliated Holders are
                  entitled upon the exercise of the Exchange Right;

         (d)      holding title to the Trust Estate;

         (e)      investing any money forming, from time to time, a part of the
                  Trust Estate as provided in this trust agreement;

         (f)      taking action at the direction of a Non-Affiliated Holder to
                  enforce the obligations of the Corporation and/or IBM under
                  this trust agreement; and


<PAGE>
                                      -14-


         (g)      taking such other actions and doing such other things as are
                  specifically provided in this trust agreement.

In the exercise of such rights, powers and authorities the Trustee shall have
(and is granted) such incidental and additional rights, powers and authority not
in conflict with any of the provisions of this trust agreement as the Trustee,
acting in good faith and in the reasonable exercise of its discretion, may deem
necessary, appropriate or desirable to effect the purpose of the Trust. Any
exercise of such discretionary rights, powers and authorities by the Trustee
shall be final, conclusive and binding upon all persons. For greater certainty,
the Trustee shall have only those duties as are set out specifically in this
trust agreement. The Trustee in exercising its rights, powers, duties and
authorities hereunder shall act honestly and in good faith with a view to the
best interests of the Non-Affiliated Holders and shall exercise the care,
diligence and skill that a reasonably prudent trustee would exercise in
comparable circumstances. The Trustee shall not be bound to give any notice or
do or take any act, action or proceeding by virtue of the powers conferred on it
hereby unless and until it shall be specifically required to do so under the
terms hereof; nor shall the Trustee be required to take any notice of, or to do
or to take any act, action or proceeding as a result of any default or breach of
any provision hereunder, unless and until notified in writing of such default or
breach, which notice shall distinctly specify the default or breach desired to
be brought to the attention of the Trustee and in the absence of such notice the
Trustee may for all purposes of this trust agreement conclusively assume that no
default or breach has been made in the observance or performance of any of the
representations, warranties, covenants, agreements or conditions contained
herein.

5.2      NO CONFLICT OF INTEREST

The Trustee represents to the Corporation and IBM that at the date of execution
and delivery of this trust agreement there exists no material conflict of
interest in the role of the Trustee as a fiduciary hereunder and the role of the
Trustee in any other capacity. The Trustee shall, within 90 days after it
becomes aware that such a material conflict of interest exists, either eliminate
such material conflict of interest or resign in the manner and with the effect
specified in Article 8 hereof. If, notwithstanding the foregoing provisions of
this Section 5.2, the Trustee has such a material conflict of interest, the
validity and enforceability of this trust agreement shall not be affected in any
manner whatsoever by reason only of the existence of such material conflict of
interest. If the Trustee contravenes the foregoing provisions of this Section
5.2, any interested party may apply to the Ontario Court (General Division) for
an order that the Trustee be replaced as trustee hereunder.

5.3      DEALINGS WITH TRANSFER AGENTS, REGISTRARS, ETC.

The Corporation and IBM irrevocably authorize the Trustee, from time to time,
to:

         (a)      consult, communicate and otherwise deal with the registrar and
                  transfer agent, and with any such subsequent registrar or
                  transfer agent, of the IBM Common Stock; and


<PAGE>
                                      -15-


         (b)      requisition, from time to time, (i) from any such registrar or
                  transfer agent any information readily available from the
                  records maintained by it which the Trustee may reasonably
                  require for the discharge of its duties and responsibilities
                  under this trust agreement; and (ii) from the transfer
                  agent of the IBM Common Stock, and any subsequent transfer
                  agent of such shares, the share certificates issuable upon
                  the exercise from time to time of the Exchange Right and
                  pursuant to the Automatic Exchange Right in the manner
                  specified in Article 4 hereof.

IBM covenants that it will supply, and will cause Holdco to supply, the Trustee,
or the Transfer Agent, as the case may be, in a timely manner with duly executed
share certificates for the purpose of completing the exercise from time to time
of all rights to acquire IBM Common Stock hereunder, under the Offer, under the
Exchangeable Share Provisions and under any other security or commitment given
to the Non-Affiliated Holders pursuant thereto, in each case pursuant to the
provisions hereof, the terms of the Offer or of the Exchangeable Share
Provisions or otherwise.

5.4      BOOKS AND RECORDS

The Trustee shall keep available for inspection by IBM and the Corporation, at
the Trustee's principal office in Toronto, Ontario, correct and complete books
and records of account relating to the Trustee's actions under this trust
agreement, including without limitation all information relating to mailings and
instructions to and from Non-Affiliated Holders and all transactions pursuant to
the Exchange Right for the term of this Agreement. On or before March 31, 2001
and on or before March 31 in every year thereafter, so long as any Exchangeable
Shares are held by Non-Affiliated Holders, the Trustee shall transmit to IBM and
the Corporation a brief report, dated as of the preceding December 31, with
respect to: (a) the property and funds comprising the Trust Estate as of that
date; (b) the number of exercises of the Exchange Right, if any, and the
aggregate number of Exchangeable Shares received by the Trustee on behalf of
Non-Affiliated Holders in consideration of the issue and delivery by IBM of
shares of IBM Common Stock in connection with the Exchange Right, during the
calendar year ended on such date; and (c) all other actions taken by the Trustee
in the performance of its duties under this trust agreement which it had not
previously reported.

5.5      INCOME TAX RETURNS AND REPORTS

The Trustee shall, to the extent necessary, prepare and file on behalf of the
Trust appropriate United States and Canadian income tax returns and any other
returns or reports as may be required by applicable law or pursuant to the rules
and regulations of any securities exchange or other trading system through which
the Exchangeable Shares are traded and, in connection therewith, may obtain the
advice and assistance of such experts as the Trustee may consider necessary or
advisable. If required by the Trustee, IBM shall retain such experts as may be
required for the purposes of providing such advice and assistance.

5.6      INDEMNIFICATION PRIOR TO CERTAIN ACTIONS BY TRUSTEE

The Trustee shall exercise any or all of the rights, duties, powers or
authorities vested in it by this trust agreement at the request, order or
direction of any Non-Affiliated Holder upon such Non-Affiliated Holder
furnishing to the Trustee reasonable funding, security and indemnity against the
costs, expenses and liabilities that may be incurred by the Trustee therein or
thereby,


<PAGE>
                                      -16-


provided that no Non-Affiliated Holder shall be obligated to furnish to the
Trustee any such funding, security or indemnity in connection with the
exercise by the Trustee of any of its rights, duties, powers and authorities
with respect to the Exchange Right and the Automatic Exchange Right pursuant
to Article 4 hereof, subject to the provisions of Section 5.15 hereof. None
of the provisions contained in this trust agreement shall require the Trustee
to expend or risk its own funds or otherwise incur financial liability in the
exercise of any of its rights, powers, duties or authorities unless funded,
given funds, security and indemnified as aforesaid.

5.7      ACTIONS BY NON-AFFILIATED HOLDERS

No Non-Affiliated Holder shall have the right to institute any action, suit or
proceeding or to exercise any other remedy authorized by this trust agreement
for the purpose of enforcing any of its rights or for the execution of any trust
or power hereunder unless the Non-Affiliated Holder has requested the Trustee to
take or institute such action, suit or proceeding and furnished the Trustee with
the funding, security and indemnity referred to in Section 5.6 hereof and the
Trustee shall have failed to act within a reasonable time thereafter. In such
case, but not otherwise, the Non-Affiliated Holder shall be entitled to take
proceedings in any court of competent jurisdiction such as the Trustee might
have taken; it being understood and intended that no one or more Non-Affiliated
Holders shall have any right in any manner whatsoever to affect, disturb or
prejudice the rights hereby created by any such action, or to enforce any right
hereunder or under the Voting Rights or the Exchange Right except subject to the
conditions and in the manner herein provided, and that all powers and trusts
hereunder shall be exercised and all proceedings at law be instituted, had and
maintained by the Trustee, except only as herein provided, and in any event for
the equal benefit of all Non-Affiliated Holders.

5.8      RELIANCE UPON DECLARATIONS

The Trustee shall not be considered to be in contravention of any of its rights,
powers, duties and authorities hereunder if, when required, it acts and relies
in good faith upon lists, mailing labels, notices, statutory declarations,
certificates, opinions, reports or other papers or documents furnished pursuant
to the provisions hereof or required by the Trustee to be furnished to it in the
exercise of its rights, powers, duties and authorities hereunder and such lists,
mailing labels, notices, statutory declarations, certificates, opinions, reports
or other papers or documents comply with the provisions of Section 5.9 hereof,
if applicable, and with any other applicable provisions of this trust agreement.

5.9      EVIDENCE AND AUTHORITY TO TRUSTEE

The Corporation and/or IBM shall furnish to the Trustee evidence of
compliance with the conditions provided for in this trust agreement relating
to any action or step required or permitted to be taken by the Corporation
and/or IBM or the Trustee under this trust agreement or as a result of any
obligation imposed under this trust agreement, including, without limitation,
in respect of the Exchange Right or the Automatic Exchange Right and the
taking of any other action to be taken by the Trustee at the request of or on
the application of the Corporation and/or IBM forthwith if and when:


<PAGE>
                                      -17-


         (a)      such evidence is required by any other Section of this trust
                  agreement to be furnished to the Trustee in accordance with
                  the terms of this Section 5.9; or

         (b)      the Trustee, in the exercise of its rights, powers, duties and
                  authorities under this trust agreement, gives the Corporation
                  and/or IBM written notice requiring it to furnish such
                  evidence in relation to any particular action or obligation
                  specified in such notice.

Such evidence shall consist of an Officer's Certificate of the Corporation
and/or IBM or a statutory declaration or a certificate made by persons entitled
to sign an Officer's Certificate stating that any such condition has been
complied with in accordance with the terms of this trust agreement. Whenever
such evidence relates to a matter other than the Exchange Right and except as
otherwise specifically provided herein, such evidence may consist of a report or
opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or
other expert or any other person whose qualifications give authority to a
statement made by such person, provided that if such report or opinion is
furnished by a director, officer or employee of the Corporation and/or IBM it
shall be in the form of an Officer's Certificate or a statutory declaration.
Each statutory declaration, certificate, opinion or report furnished to the
Trustee as evidence of compliance with a condition provided for in this trust
agreement shall include a statement by the person giving the evidence:

         (a)      declaring that such person has read and understands the
                  provisions of this trust agreement relating to the condition
                  in question; and

         (b)      declaring that such person has made such examination or
                  investigation as such person believes is necessary to enable
                  such person to make the statements or give the opinions
                  contained or expressed therein.

5.10     EXPERTS, ADVISORS AND AGENTS

The Trustee may:

         (a)      in relation to these presents act and rely on the opinion or
                  advice of or information obtained from or prepared by any
                  solicitor, auditor, accountant, appraiser, valuer, engineer or
                  other expert, whether retained by the Trustee or by the
                  Corporation and/or IBM or otherwise, and may employ such
                  assistants as may be necessary to the proper determination and
                  discharge of its powers and duties and determination of its
                  rights hereunder and may pay proper and reasonable
                  compensation for all such legal and other advice or assistance
                  as aforesaid; and

         (b)      employ such agents and other assistants as it may reasonably
                  require for the proper determination and discharge of its
                  powers and duties hereunder, and may pay reasonable
                  remuneration for all services performed for it (and shall be
                  entitled to receive reasonable remuneration for all services
                  performed by it) in the discharge of the trusts hereof and
                  compensation for all disbursements, costs and


<PAGE>
                                      -18-


                  expenses made or incurred by it in the determination and
                  discharge of its duties hereunder and in the management of the
                  Trust.

5.11     INVESTMENT OF MONEY HELD BY TRUSTEE

Unless otherwise provided in this trust agreement, any money held by or on
behalf of the Trustee which under the terms of this trust agreement may or
ought to be invested or which may be on deposit with the Trustee or which may
be in the hands of the Trustee may be invested and reinvested in the name or
under the control of the Trustee (in trust for the Corporation) in securities
in which, under the laws of the Province of Ontario, trustees are authorized
to invest trust money, provided that such securities are stated to mature
within two years after their purchase by the Trustee, and the Trustee shall
so invest such money on the written direction of the Corporation. Pending the
investment of any money as hereinbefore provided, such money may be deposited
in the name of the Trustee, in trust for the corporation, in any chartered
bank in Canada or, with the consent of the Corporation, in the deposit
department of the Trustee or any other loan or trust company authorized to
accept deposits under the laws of Canada or any province thereof at the rate
of interest then current on similar deposits.

5.12     TRUSTEE NOT REQUIRED TO GIVE SECURITY

The Trustee shall not be required to give any bond or security in respect of the
execution of the trusts, rights, duties, powers and authorities of this trust
agreement or otherwise in respect of the premises.

5.13     TRUSTEE NOT BOUND TO ACT ON THE CORPORATION'S REQUEST

Except as in this trust agreement otherwise specifically provided, the Trustee
shall not be bound to act in accordance with any direction or request of the
Corporation and/or IBM or of the directors thereof until a written copy of the
instrument or resolution containing such direction or request shall have been
delivered to the Trustee, and the Trustee shall be empowered to act and rely
upon any such copy believed by the Trustee to be genuine.

5.14     AUTHORITY TO CARRY ON BUSINESS

The Trustee represents to the Corporation and IBM that at the date of execution
and delivery by it of this trust agreement it is authorized to carry on the
business of a trust company in the Province of Ontario but if, notwithstanding
the provisions of this Section 5.14, it ceases to be so authorized to carry on
business, the validity and enforceability of this trust agreement and the
Exchange Right and the other rights granted in or resulting from the Trustee
being a party to this trust agreement shall not be affected in any manner
whatsoever by reason only of such event but the Trustee shall, within 90 days
after ceasing to be authorized to carry on the business of a trust company in
the Province of Ontario, either become so authorized or resign in the manner and
with the effect specified in Article 8 hereof.


<PAGE>
                                      -19-


5.15     CONFLICTING CLAIMS

If conflicting claims or demands are made or asserted with respect to any
interest of any Non-Affiliated Holder in any Exchangeable Shares, including any
disagreement between the heirs, representatives, successors or assigns
succeeding to all or any part of the interest of any Non-Affiliated Holder in
any Exchangeable Shares resulting in conflicting claims or demands being made in
connection with such interest, then the Trustee shall be entitled, at its sole
discretion, to refuse to recognize or to comply with any such claim or demand.
In so refusing, the Trustee may elect not to exercise the Exchange Right or
other rights subject to such conflicting claims or demands and, in so doing, the
Trustee shall not be or become liable to any person on account of such election
or its failure or refusal to comply with any such conflicting claims or demands.
The Trustee shall be entitled to continue to refrain from acting and to refuse
to act until:

         (a)      the rights of all adverse claimants with respect to the
                  Exchange Right or other rights subject to such conflicting
                  claims or demands have been adjudicated by a final judgment of
                  a court of competent jurisdiction; or

         (b)      all differences with respect to the Exchange Right or other
                  rights subject to such conflicting claims or demands have been
                  conclusively settled by a valid written agreement binding on
                  all such adverse claimants, and the Trustee shall have been
                  furnished with an executed copy of such agreement.

If the Trustee elects to recognize any claim or comply with any demand made by
any such adverse claimant, it may in its discretion require such claimant to
furnish such surety, bond or other security satisfactory to the Trustee as it
shall deem appropriate fully to indemnify it as between all conflicting claims
or demands.

5.16     ACCEPTANCE OF TRUST

The Trustee hereby accepts the Trust created and provided for by and in this
trust agreement and agrees to perform the same upon the terms and conditions
herein set forth and to hold all rights, privileges and benefits conferred
hereby and by law in trust for the various persons who shall from time to time
be Non-Affiliated Holders, subject to all the terms and conditions herein set
forth.

                                   ARTICLE 6
                                  COMPENSATION

6.1      FEES AND EXPENSES OF THE TRUSTEE

IBM and the Corporation jointly and severally agree to pay to the Trustee
reasonable compensation for all of the services rendered by it under this trust
agreement and will reimburse the Trustee for all reasonable expenses (including
but not limited to taxes (other than taxes based on income), compensation paid
to experts, agents and advisors and travel expenses) and disbursements,
including the cost and expense of any suit or litigation of any character and
any proceedings before any governmental agency reasonably incurred by the
Trustee in connection


<PAGE>
                                      -20-


with its rights and duties under this trust agreement; provided that IBM and the
Corporation shall have no obligation to reimburse the Trustee for any expenses
or disbursements paid, incurred or suffered by the Trustee in any suit or
litigation in which the Trustee is determined to have acted in bad faith or with
negligence or wilful misconduct or for any matter in respect of which the
provisions of Section 5.6 entitle the Trustee to funding, security and indemnity
from any Non-Affiliated Holder.

                                   ARTICLE 7
                   INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1      INDEMNIFICATION OF THE TRUSTEE

IBM and the Corporation jointly and severally agree to indemnify and hold
harmless the Trustee and each of its directors, officers, employees and agents
appointed and acting in accordance with this trust agreement (collectively, the
"Indemnified Parties") against all claims, losses, damages, costs, penalties,
fines and reasonable expenses (including reasonable expenses of the Trustee's
legal counsel) which, without fraud, negligence, wilful misconduct or bad faith
on the part of such Indemnified Party, may be paid, incurred or suffered by the
Indemnified Party by reason of or as a result of the Trustee's acceptance or
administration of the Trust, its compliance with its duties set forth in this
trust agreement, or any written or oral instructions delivered to the Trustee by
IBM or the Corporation pursuant hereto. In no case shall IBM or the Corporation
be liable under this indemnity for any claim against any of the Indemnified
Parties if such claim is incurred or suffered by reason of or as a result of the
fraud, negligence, wilful misconduct or bad faith of an Indemnified Party and
unless IBM and the Corporation shall be notified by the Trustee of the written
assertion of a claim or of any action commenced against the Indemnified Parties,
promptly after any of the Indemnified Parties shall have received any such
written assertion of a claim or shall have been served with a summons or other
first legal process giving information as to the nature and basis of the claim.
Subject to (ii), below, IBM and the Corporation shall be entitled to participate
at their own expense in the defense and, if IBM or the Corporation so elect at
any time after receipt of such notice, any of them may assume the defense of any
suit brought to enforce any such claim. The Trustee shall have the right to
employ separate counsel in any such suit and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of the Trustee
unless: (i) the employment of such counsel has been authorized by IBM or the
Corporation, such authorization not to be unreasonably withheld; or (ii) the
named parties to any such suit include both the Trustee and IBM or the
Corporation and the Trustee shall have been advised by counsel acceptable to IBM
or the Corporation that there may one or more legal defenses available to the
Trustee that are different from or in addition to those available to IBM or the
Corporation and that an actual or potential conflict of interest exists (in
which case IBM and the Corporation shall not have the right to assume the
defense of such suit on behalf of the Trustee but shall be liable to pay the
reasonable fees and expenses of one counsel for the Trustee). Such
indemnification shall survive the resignation or removal of the Trustee and the
termination of this trust agreement.


<PAGE>
                                      -21-


7.2      LIMITATION OF LIABILITY

The Trustee shall not be held liable for any loss which may occur by reason of
depreciation of the value of any part of the Trust Estate or any loss incurred
on any investment of funds pursuant to this trust agreement, except to the
extent that such loss is attributable to the fraud, negligence, wilful
misconduct or bad faith on the part of the Trustee.

                                   ARTICLE 8
                                CHANGE OF TRUSTEE

8.1      RESIGNATION

The Trustee, or any trustee hereafter appointed, may at any time resign by
giving written notice of such resignation to IBM and the Corporation specifying
the date on which it desires to resign, provided that such notice shall never be
given less than 60 days before such desired resignation date unless IBM and
Corporation otherwise agree and provided further that such resignation shall not
take effect until the date of the appointment of a successor trustee and the
acceptance of such appointment by the successor trustee. Upon receiving such
notice of resignation, IBM and the Corporation shall promptly appoint a
successor trustee by written instrument in duplicate, one copy of which shall be
delivered to the resigning trustee and one copy to the successor trustee.
Failing acceptance by a successor trustee, a successor trustee may be appointed
by an order of the Ontario Court (General Division) upon application of one or
more of the parties hereto. Should the retiring Trustee apply for the
appointment of a successor trustee by an order of the Ontario Court (General
Division) it shall be at the expense of the Corporation.

8.2      REMOVAL

The Trustee, or any trustee hereafter appointed, may be removed with or without
cause, at any time on 60 days' prior notice by written instrument executed by
IBM and the Corporation, in duplicate, one copy of which shall be delivered to
the trustee so removed and one copy to the successor trustee.

8.3      SUCCESSOR TRUSTEE

Any successor trustee appointed as provided under this trust agreement shall
execute, acknowledge and deliver to IBM and the Corporation and to its
predecessor trustee an instrument accepting such appointment. Thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor under this trust agreement, with like effect as if originally named
as trustee in this trust agreement. However, on the written request of IBM and
the Corporation or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of this trust
agreement, execute and deliver an instrument transferring to such successor
trustee all the rights and powers of the trustee so ceasing to act. Upon the
request of any such successor trustee, IBM and the Corporation and such
predecessor trustee shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers.


<PAGE>
                                      -22-


8.4      NOTICE OF SUCCESSOR TRUSTEE

Upon acceptance of appointment by a successor trustee as provided herein, IBM
and the Corporation shall cause to be mailed notice of the succession of such
trustee hereunder to each Non-Affiliated Holder specified in a List. If IBM or
the Corporation shall fail to cause such notice to be mailed within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of IBM and the Corporation.

                                   ARTICLE 9
                                 IBM SUCCESSORS

9.1      CERTAIN REQUIREMENTS IN RESPECT OF COMBINATION, ETC.

If IBM enters into any transaction (whether by way of reconstruction,
reorganization, consolidation, merger, transfer, sale, lease or otherwise)
whereby all or substantially all of its undertaking, property and assets would
become the property of any other person or, in the case of a merger, of the
continuing corporation resulting therefrom, then IBM will take all necessary
actions to ensure that:

         (a)      such other person or continuing corporation (the "IBM
                  Successor"), by operation of law, becomes, without more, bound
                  by the terms and provisions of this trust agreement and the
                  Trustee acting and relying on an opinion of counsel to the
                  Trust is so satisfied or, if not so bound, executes, prior
                  to or contemporaneously with the consummation of such
                  transaction a trust agreement supplemental hereto and such
                  other instruments (if any) as are satisfactory to the
                  Trustee, acting reasonably, and in the opinion of legal
                  counsel to the Trustee, are reasonably necessary or
                  advisable to evidence the assumption by the IBM Successor
                  of liability for all money payable and property deliverable
                  hereunder and the covenant of such IBM Successor to pay and
                  deliver or cause to be delivered the same and its agreement
                  to observe and perform all the covenants and obligations of
                  IBM under this trust agreement; and

         (b)      such transaction shall, to the satisfaction of the Trustee
                  acting and relying on the opinion of legal counsel to the
                  Trustee, be upon such terms as substantially to preserve
                  and not to impair in any material respect any of the
                  rights, duties, powers and authorities of the Trustee or of
                  the Non-Affiliated Holders hereunder.

9.2      VESTING OF POWERS IN SUCCESSOR

Whenever the covenants of Section 9.1 hereof have been duly observed and
performed, if required by Section 9.1 hereof, the Trustee, the IBM Successor and
the Corporation shall execute and deliver the supplemental trust agreement
provided for in Article 10 hereof and thereupon the IBM Successor shall possess
and from time to time may exercise each and every right and power of IBM under
this trust agreement in the name of IBM or otherwise and any act or proceeding
by any provision of this trust agreement required to be done or performed by the
IBM Board of Directors or any officers of IBM may be done and performed with
like force and effect by the directors or officers of such IBM Successor.




<PAGE>
                                      -23-


                                   ARTICLE 10
                  AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS

10.1     AMENDMENTS, MODIFICATIONS, ETC.

This trust agreement may not be amended or modified except by an agreement in
writing executed by the Corporation, IBM and the Trustee and approved by the
Non-Affiliated Holders in accordance with Section 9.2 of the Exchangeable Share
Provisions. This trust agreement shall apply in respect of any issuance of
additional Exchangeable Shares in one or more transactions or financings which,
for greater certainty, may be unrelated to the Offer or the transactions
contemplated thereby.

10.2     MINISTERIAL AMENDMENTS

Notwithstanding the provisions of Section 10.1 hereof, the parties to this trust
agreement may in writing, at any time and from time to time, without the
approval of the Non-Affiliated Holders, amend or modify this trust agreement for
the purposes of:

         (a)      adding to the covenants of any or all of the parties hereto
                  for the protection of the Non-Affiliated Holders hereunder
                  subject to receipt by the Trustee of an opinion of counsel
                  to the Trustee that the addition of the proposed covenant
                  is not predjudicial to the interests of the Non-Affiliated
                  Holders or the Trustee;

         (b)      making such amendments or modifications not inconsistent
                  with this trust agreement as may be necessary or desirable
                  with respect to matters or questions which, in the opinion
                  of the Board of Directors and the Board of Directors of IBM
                  and in the opinion of the Trustee (relying on the opinion
                  of legal counsel to the Trustee), having in mind the best
                  interests of the Non-Affiliated Holders as a whole, it may
                  be expedient to make, provided that such boards of
                  directors and the Trustee and its counsel shall be of the
                  opinion that such amendments and modifications will not be
                  prejudicial to the interests of the Non-Affiliated Holders
                  as a whole; or

         (c)      making such changes or corrections which are required for the
                  purpose of curing or correcting any ambiguity or defect or
                  inconsistent provision or clerical omission or mistake or
                  manifest error, provided that each of the Trustee and its
                  counsel, the Board of Directors and the Board of Directors
                  of IBM shall be of the opinion that such changes or
                  corrections will not be prejudicial to the interests of the
                  Non-Affiliated Holders as a whole.

10.3     MEETING TO CONSIDER AMENDMENTS

The Corporation, at the request of IBM, shall call a meeting or meetings of the
Non-Affiliated Holders for the purpose of considering any proposed amendment or
modification requiring approval pursuant hereto. Any such meeting or meetings
shall be called and held in accordance with the by-laws of the Corporation, the
Exchangeable Share Provisions and all applicable laws.


<PAGE>
                                      -24-


10.4     CHANGES IN CAPITAL OF IBM AND THE CORPORATION

At all times after the occurrence of any event effected pursuant to Section 2.7
or Section 2.8 of the Support Agreement or Section 9.1 of this trust agreement,
as a result of which either IBM Common Stock or the Exchangeable Shares or both
are in any way changed, this trust agreement shall forthwith be amended and
modified as necessary in order that it shall apply with full force and effect,
MUTATIS MUTANDIS, to all new securities into which IBM Common Stock or the
Exchangeable Shares or both are so changed and the parties hereto shall execute
and deliver a supplemental trust agreement giving effect to and evidencing such
necessary amendments and modifications.

10.5     EXECUTION OF SUPPLEMENTAL TRUST AGREEMENTS

No amendment to or modification or waiver of any of the provisions of this trust
agreement otherwise permitted hereunder shall be effective unless made in
writing and signed by all of the parties hereto. From time to time the
Corporation, IBM and the Trustee may, subject to the provisions of these
presents, and they shall, when so directed by these presents, execute and
deliver by their proper officers, trust agreements or other instruments
supplemental hereto, which thereafter shall form part hereof, for any one or
more of the following purposes:

         (a)      evidencing the succession of IBM Successors to IBM and the
                  covenants of and obligations assumed by each such IBM
                  Successor in accordance with the provisions of Article 9 and
                  the successor of any successor trustee in accordance with the
                  provisions of Article 8;

         (b)      making any additions to, deletions from or alterations of the
                  provisions of this trust agreement, the Exchange Right or the
                  Automatic Exchange Rights which, in the opinion of the
                  Trustee acting and relying on the opinion of counsel to the
                  Trustee, will not be prejudicial to the interests of the
                  Non-Affiliated Holders as a whole or are, in the opinion of
                  counsel to the Trustee, necessary or advisable in order to
                  incorporate, reflect or comply with any legislation the
                  provisions of which apply to IBM, the Corporation, the Trustee
                  or this trust agreement; and

         (c)      for any other purposes not inconsistent with the provisions of
                  this trust agreement, including without limitation to make or
                  evidence any amendment or modification to this trust agreement
                  as contemplated hereby, provided that, in the opinion of the
                  counsel to Trustee, the rights, duties and authorities of the
                  Trustee and the Non-Affiliated Holders as a whole will not be
                  prejudiced thereby.

10.6     WHOLLY-OWNED SUBSIDIARIES

Nothing herein shall be construed as preventing the amalgamation or merger of
any Subsidiary of IBM with or into IBM or the winding up, liquidation or
dissolution of any Subsidiary of IBM. In addition, nothing herein shall be
construed as preventing the amalgamation or merger of LGS Group Inc. and/or IBM
Canada Limited with, and or into Holdco or the Corporation and/or one or more
other corporations, or the winding up, liquidation or dissolution of LGS Group
Inc.


<PAGE>
                                      -25-


                                   ARTICLE 11
                                   TERMINATION

11.1     TERM

The Trust created by this trust agreement shall continue until the earliest to
occur of the following events:

         (a)      no outstanding Exchangeable Shares are held by any
                  Non-Affiliated Holder;

         (b)      each of the Corporation, IBM and Holdco elects in writing
                  to terminate the Trust and such termination is approved by
                  the Non-Affiliated Holders of the Exchangeable Shares in
                  accordance with Section 9.2 of the Exchangeable Share
                  Provisions; and

         (c)      21 years after the death of the last survivor of the
                  descendants of His Majesty King George VI of the United
                  Kingdom of Great Britain and Northern Ireland living on the
                  date of the creation of the Trust.

11.2     SURVIVAL OF AGREEMENT

This trust agreement shall survive any termination of the Trust and shall
continue until there are no Exchangeable Shares outstanding held by any
Non-Affiliated Holder; provided, however, that the provisions of Articles 6 and
7 hereof shall survive any such termination of this trust agreement.

                                   ARTICLE 12
                                     GENERAL

12.1     SEVERABILITY

If any provision of this trust agreement is held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remainder of this
trust agreement shall not in any way be affected or impaired thereby and this
trust agreement shall be carried out as nearly as possible in accordance with
its original terms and conditions.

12.2     ENUREMENT

This trust agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective successors and permitted assigns and to the
benefit of the Non-Affiliated Holders.

12.3     NOTICES TO PARTIES

All notices and other communications between the parties hereunder shall be in
writing and shall be deemed to have been given if delivered personally or by
confirmed telecopy to the parties at the following addresses (or at such other
address for such party as shall be specified in like notice):


<PAGE>
                                      -26-


         (a)      if to IBM at:

                           New Orchard Road
                           Armonk, NY
                           10504

                           Attention:

         (b)      if to Holdco at:

                           3600 Steeles Avenue East
                           Markham, Ontario
                           L3R 9Z7

                           Attention:  President and Secretary

         (c)      if to the Corporation at:

                           3600 Steeles Avenue East
                           Markham, Ontario
                           L3R 9Z7

                           Attention:  President and Chief Executive Officer

         (d)      if to the Trustee at:

                           2001 University Street, 16th Floor
                           Montreal, Quebec
                           H3A 2A6

                           Attention: Branch Manager

Any notice or other communication given personally shall be deemed to have been
given and received upon delivery thereof and if given by telecopy shall be
deemed to have been given and received on the next Business Day after the date
of receipt thereof unless such day is not a Business Day in which case it shall
be deemed to have been given and received upon the immediately following
Business Day.

12.4     NOTICE OF NON-AFFILIATED HOLDERS

Any and all notices to be given and any documents to be sent to any
Non-Affiliated Holder may be given or sent to the address of such holder shown
on the register of holders of Exchangeable Shares in any manner permitted by the
CANADA BUSINESS CORPORATIONS ACT from time to time in force in respect of
notices to shareholders and shall be deemed to be received (if given or sent in
such manner) at the time specified in such Act, the provisions of which Act
shall apply MUTATIS MUTANDIS to notices or documents as aforesaid sent to such
holders.


<PAGE>
                                      -27-


12.5     RISK OF PAYMENTS BY POST

Whenever payments are to be made or documents are to be sent to any
Non-Affiliated Holder by the Trustee or by the Corporation, IBM or by such
Non-Affiliated Holder to the Trustee or to IBM or the Corporation, the making of
such payment or sending of such document sent through the post or by courier
shall be at the risk of Corporation, in the case of payments made or documents
sent by the Trustee or the Corporation or IBM and the Non-Affiliated Holder, in
the case of payments made or documents sent by the Non-Affiliated Holder.

12.6     COUNTERPARTS

This trust agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.

12.7     JURISDICTION

This trust agreement shall be construed and enforced in accordance with the laws
of the Province of Ontario and the laws of Canada applicable therein.

12.8     ATTORNMENT

Each of the Corporation, IBM and Holdco agrees that any action or proceeding
arising out of or relating to this trust agreement may be instituted in the
courts of Ontario, waives any objection which it may have now or hereafter to
the venue of any such action or proceeding, irrevocably submits to the
jurisdiction of the said courts in any such action or proceeding, agrees to
be bound by any final and unappealable judgment of the said courts, and
hereby waives any review of the merits of any such judgement by the court of
any other jurisdiction and hereby appoints the Corporation at its registered
office in the Province of Ontario as its attorney for service of process.


<PAGE>
                                      -28-





                  IN WITNESS WHEREOF, the parties hereto have caused this trust
agreement to be duly executed as of the date first above written.



INTERNATIONAL BUSINESS                  IBM ACQUISITION INC.
MACHINES CORPORATION

By: /s/ Lee Dayton                      By:  /s/ Belinda C. Tang
   --------------------------              --------------------------
   Name: Lee Dayton                        Name: Belinda C. Tang
   Title: Vice President of                Title: Secretary
          Corporate Development
          and Real Estate


3040696 NOVA SCOTIA COMPANY             CIBC MELLON TRUST COMPANY

By: /s/ Arthur B. James                 By: /s/ Michel Longpre
   --------------------------              --------------------------
   Name: Arthur B. James                   Name: Michel Longpre
   Title: President and Secretary          Title: Authorized Signing
                                                  Officer

                                        By: /s/ Monica Bynoe
                                           --------------------------
                                           Name: Monica Bynoe
                                           Title: Authorized Signing
                                                  Officer


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                          <C>
ARTICLE 1
         DEFINITIONS AND INTERPRETATION........................................2
         1.1      Definitions..................................................2
         1.2      Interpretation Not Affected by Headings, etc.................5
         1.3      Number, Gender and Persons...................................5
         1.4      Date for Any Action..........................................5
         1.5      Payments.....................................................5

ARTICLE 2
         TRUST.................................................................6
         2.1      Establishment of Trust.......................................6

ARTICLE 3
         STOCKHOLDER INFORMATION RIGHTS........................................6
         3.1      Copies of Stockholder Information............................6
         3.2      Other Materials..............................................6
         3.3      Distribution of Written Materials............................7

ARTICLE 4
         EXCHANGE RIGHT........................................................7
         4.1      Grant and Ownership of the Exchange Right....................7
         4.2      Legended Share Certificate...................................8
         4.3      General Exercise of Exchange Right...........................8
         4.4      Purchase Price...............................................8
         4.5      Exercise Instructions........................................8
         4.6      Delivery of IBM Common Stock; Effect of Exercise.............9
         4.7      Exercise of Exchange Right Subsequent to Retraction.........10
         4.8      Stamp or other Transfer Taxes...............................10
         4.9      Notice of Insolvency Event..................................11
         4.10     IBM Common Stock............................................11
         4.11     Automatic Exchange on Liquidation of IBM....................11
         4.12     Call Rights.................................................13
         4.13     Acknowledgement of Consideration............................13

ARTICLE 5
         CONCERNING THE TRUSTEE...............................................13
         5.1      Powers and Duties of the Trustee............................13
         5.2      No Conflict of Interest.....................................14
         5.3      Dealings with Transfer Agents, Registrars, etc..............14
         5.4      Books and Records...........................................15
         5.5      Income Tax Returns and Reports..............................15
         5.6      Indemnification Prior to Certain Actions by Trustee.........15


                                      -i-


<PAGE>

                           TABLE OF CONTENTS
                              (CONTINUED)

                                                                            PAGE

         5.7      Actions by Non-Affiliated Holders...........................16
         5.8      Reliance upon Declarations..................................16
         5.9      Evidence and Authority to Trustee...........................16
         5.10     Experts, Advisors and Agents................................17
         5.11     Investment of Money Held by Trustee.........................18
         5.12     Trustee Not Required to Give Security.......................18
         5.13     Trustee Not Bound to Act on the Corporation's Request.......18
         5.14     Authority to Carry on Business..............................18
         5.15     Conflicting Claims..........................................19
         5.16     Acceptance of Trust.........................................19

ARTICLE 6
         COMPENSATION.........................................................19
         6.1      Fees and Expenses of the Trustee............................19

ARTICLE 7
         INDEMNIFICATION AND LIMITATION OF LIABILITY..........................20
         7.1      Indemnification of the Trustee..............................20
         7.2      Limitation of Liability.....................................21

ARTICLE 8
         CHANGE OF TRUSTEE....................................................21
         8.1      Resignation.................................................21
         8.2      Removal.....................................................21
         8.3      Successor Trustee...........................................21
         8.4      Notice of Successor Trustee.................................22

ARTICLE 9
         IBM SUCCESSORS.......................................................22
         9.1      Certain Requirements in Respect of Combination, etc.........22
         9.2      Vesting of Powers in Successor..............................22
         9.3      Wholly-Owned Subsidiaries...................................23

ARTICLE 10
         AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS.........................23
         10.1     Amendments, Modifications, etc..............................23
         10.2     Ministerial Amendments......................................23
         10.3     Meeting to Consider Amendments..............................24
         10.4     Changes in Capital of IBM and the Corporation...............24
         10.5     Execution of Supplemental Trust Agreements..................24
         10.6     Wholly-Owned Subsidiaries...................................25

ARTICLE 11
         TERMINATION..........................................................25


                                      -ii-

<PAGE>

                           TABLE OF CONTENTS
                              (CONTINUED)

                                                                            PAGE

         11.1     Term........................................................25
         11.2     Survival of Agreement.......................................25

ARTICLE 12
         GENERAL..............................................................25
         12.1     Severability................................................25
         12.2     Enurement...................................................26
         12.3     Notices to Parties..........................................26
         12.4     Notice of Non-Affiliated Holders............................26
         12.5     Risk of Payments by Post....................................27
         12.6     Counterparts................................................27
         12.7     Jurisdiction................................................27
         12.8     Attornment..................................................27
</TABLE>


                                     -iii-

<PAGE>












         INTERNATIONAL BUSINESS MACHINES CORPORATION, a corporation
         existing under the laws of the State of New York ("IBM")

                                 -and-

         3040696 NOVA SCOTIA COMPANY, an unlimited company existing
         under the laws of the Province of Nova Scotia ("Holdco")

                                - and -

         IBM ACQUISITION INC., a corporation existing under the laws
         of Canada ("Corporation")

                                - and -

         CIBC MELLON TRUST COMPANY, a trust company existing under the
         laws of Canada (the "Trustee")





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                       EXCHANGE TRUST AGREEMENT

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