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                                                                  EXHIBIT 10.37


                         SCHAWK, INC. RETIREMENT TRUST





                           Effective January 1, 1996





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                               TABLE OF CONTENTS


                                                                            PAGE

ARTICLE I: NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

ARTICLE II: FIDUCIARY RESPONSIBILITY  . . . . . . . . . . . . . . . . . . . .  4

ARTICLE III: THE TRUST FUND AND ITS ADMINISTRATION  . . . . . . . . . . . . .  5

ARTICLE IV: INVESTMENT FUNDS  . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE V: GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VI: CHANGES IN TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE VII: AMENDMENT AND TERMINATION  . . . . . . . . . . . . . . . . . . . 26

ARTICLE VIII: INCORPORATION OF COLLECTIVE INVESTMENT TRUSTS . . . . . . . . . 27






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                         SCHAWK, INC. RETIREMENT TRUST

                 THIS AGREEMENT, made this ____ day of __________, 19___, by
and between Schawk, Inc., a Delaware corporation (the "Company") and The
Chicago Trust Company, located at Chicago, Illinois, (the "Trustee"),

                                WITNESSETH THAT:

                 WHEREAS, the Trustee currently serves as the trustee of the
Filtertek Retirement Savings Plan (the "Filtertek Plan") effective August 1,
1988; and
                 WHEREAS, the Company has amended the Filtertek Plan, effective
as of January 1, 1996, to merge into it the Plastic Molded Concepts, Inc.
401(k) Plan (the "PMC Plan"), and to rename it as the Schawk, Inc. Retirement
Plan for Plastics Employees (the "Plastics Plan"); and
                 WHEREAS, the Company established the Schawk, Inc. Retirement
Savings Plan (the "Schawk Plan") originally effective January 1, 1960, which is
being amended and restated effective January 1, 1996 as the Schawk, Inc.
Retirement Plan for Imaging Employees (the "Imaging Plan") (collectively with
the Plastics Plan, the "Plans"); and
                 WHEREAS, effective December 1, 1995, the Company appointed the
Trustee to be the custodian of the assets of the Schawk Plan;
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                 WHEREAS, the Company has appointed the Trustee to serve as
successor Trustee under the Imaging Plan, and the Trustee has accepted such
appointment, effective as of the date of this agreement; and
                 WHEREAS, this agreement is an amendment and continuation of
the trust provisions found in the Plans and in the PMC Plan, and is intended to
implement the Plans and form a part of them;
                 NOW, THEREFORE, IT IS AGREED, that this agreement, on and
after the day and year first above written, shall constitute the sole trust
agreement between the Company and the Trustee in connection with the Plans.
                 FURTHER AGREED, that the execution of this agreement by the
parties hereto evidences the Company's appointment of the Trustee to serve as
successor Trustee of the Imaging Plan and the PMC Plan effective as of the date
of this agreement, the Trustee's acceptance of such appointment, and the
acknowledgement of each Employer under the Plan other than the Company (the
term "Employers" as used herein shall refer to the Company and each related
adopting Employer) of the appointment of the Trustee and the terms of this
agreement





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                                ARTICLE I: NAME

                 This agreement and the trust hereby evidenced may be referred
to as the Schawk, Inc. Retirement Trust (the "Trust") and is hereby intended by
the Company to continue carrying out the purposes of the Plans.





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                      ARTICLE II: FIDUCIARY RESPONSIBILITY

                 The Company representatives, the Trustee, any investment
manager appointed pursuant to paragraph III-4, and any other fiduciaries with
respect to the Plans or Trust shall discharge their duties thereunder solely in
the interest of Participants and their beneficiaries, for the exclusive purpose
of providing their benefits and defraying reasonable expenses of Plan and Trust
administration, with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims.





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               ARTICLE III: THE TRUST FUND AND ITS ADMINISTRATION

                 III-1.   The Trust Fund.  The "Trust Fund" as at any date
means all property then held by the Trustee under this agreement, and shall
consist of contributions received by the Trustee, assets transferred from any
prior trustee, life insurance company or custodian, investments and
reinvestments thereof, and the earnings and income thereon, less disbursements
therefrom.
                 III-2.   Certificate of Authority.         The Plans are
administered by the Company.  The Plans provide for the appointment of a
committee to serve as administrator and as a named fiduciary of each Plan (the
"Committee").  Benefits payable under the Plans are distributed by the Trustee
as directed by the Company.  The Secretary of the Company will certify to the
Trustee from time to time the person or persons who are authorized to
communicate to the Trustee the decisions and directions of the Committee, and
any other person or persons who are authorized to act for the Company (the
"Company representatives").  The Secretary of the Company shall notify the
Trustee of any change in the membership of the Committee or in the authority of
such Company representatives.  The Trustee may rely on the latest certificate
received without further inquiry or verification.  The Trustee shall be
responsible for the property received by it as Trustee, but shall not be
responsible for the administration of the Plan or for those assets of the Plan
which have not been delivered to and accepted by the Trustee.  The Trustee
shall not have the duty or obligation to determine the





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adequacy of the Trust Fund or whether contributions received by it comply with
the provisions of the Plan or with any resolution of the Board of Directors or
to enforce the collection from the Employers of any contribution to the Trust.
                 III-3.   General Powers.  The Trustee shall have exclusive
authority and discretion to manage and control the Trust Fund except to the
extent that authority to manage investments has been allocated to one or more
investment managers pursuant to paragraph III-4.  The Trustee shall have the
following powers, rights and duties in addition to those provided elsewhere in
this agreement, the Plans or by law:
                 (a)      To manage, sell, contract to sell, grant options to
                          purchase, convey, exchange, transfer, abandon,
                          improve, repair, insure, lease for any term (although
                          commencing in the future or extending beyond the term
                          of this Trust) and otherwise deal with all property,
                          real or personal, in such way, for such
                          considerations, and on such terms and conditions as
                          the Trustee decides.

                 (b)      To retain in cash such amounts as the Trustee
                          considers advisable and as are permitted by
                          applicable law; to invest and reinvest part or all of
                          the balance of the Trust Fund in stocks, bonds,
                          notes, mortgages, mutual fund shares or other
                          property of any kind, real or personal, including
                          units of collective trusts; and to diversify such
                          investments so as to minimize the risk of large
                          losses, unless under the circumstances it is clearly
                          prudent not to do so.

                 (c)      To deposit cash in any depositary without liability
                          for interest and, without limiting the generality of
                          the foregoing, to invest cash in savings accounts or
                          time certificates of deposit bearing a reasonable
                          rate of interest.

                 (d)      To make any payment or distribution from the Trust
                          Fund as directed by the Company without inquiring as
                          to whether it is proper, and the Trustee shall not be
                          liable for a payment or distribution that is





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                          not proper under the terms of the Plans or this
                          agreement; and to notify the Company if a payment or
                          distribution is returned to the Trustee, and the
                          Trustee shall have no obligation to search for or
                          ascertain the whereabouts of a payee or distributee.

                 (e)      To the extent permitted by law, to borrow from
                          anyone, with the Company's approval, such sum or sums
                          from time to time as the Trustee considers desirable
                          to carry out this Trust.

                 (f)      To retain any funds or property subject to any
                          dispute without liability for interest and to decline
                          to make payment or delivery thereof until final
                          adjudication by a court of competent jurisdiction or
                          until an appropriate release is obtained.

                 (g)      To begin, maintain or defend any litigation necessary
                          in connection with the administration of the Plans or
                          this Trust, except that, unless otherwise required by
                          law, the Trustee shall not be obliged or required to
                          do so unless indemnified to the Trustee's
                          satisfaction.

                 (h)      To compromise, contest, arbitrate or abandon claims
                          or demands.

                 (i)      To give proxies to vote stocks and other voting
                          securities, to join in or oppose (alone or jointly
                          with others) voting trusts, mergers, consolidations,
                          foreclosures, reorganizations, liquidations, or other
                          changes in the financial structure of any
                          corporation, and to exercise or sell stock
                          subscription or conversion rights.

                 (j)      To hold securities or other property in the name of a
                          nominee, in a depositary, or in any other way, with
                          or without disclosing the trust relationship;
                          provided however, that except as authorized by
                          regulations issued by the Secretary of Labor, the
                          indicia of ownership of the assets of the Trust Fund
                          shall not be maintained outside the jurisdiction of
                          the district courts of the United States.

                 (k)      To report to the Company on each accounting date
                          under the Plans (the last day of each calendar
                          quarter), or as soon thereafter as practicable, or at
                          such other times as the Company may request, the then
                          net worth of the Trust Fund (that is, the fair





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                          market value of all assets comprising the Trust
                          Fund, less liabilities, if any, other than
                          liabilities to persons entitled to benefit under the
                          Plan) determined on the basis of such evidence, data
                          or information as the Trustee considers pertinent and
                          reliable and subject to the provisions of paragraph
                          III-7 below.

                 (l)      To furnish to the Company an annual account or an
                          account for such other period as the Company may
                          specify or as may be required under this agreement or
                          the Plans, showing all investments, receipts,
                          disbursements, and other transactions involving the
                          Trust during the accounting period, and also showing
                          the assets of the Trust Fund held at the end of the
                          period, which, to the extent permitted by law, shall
                          be conclusive on all persons, including the
                          Employers, except as to any act or transaction as to
                          which an Employer files with the Trustee written
                          exceptions or objections within one hundred eighty
                          days after receipt of the account.

                 (m)      To pay any estate, inheritance, income or other tax,
                          charge or assessment attributable to any benefit
                          payable under the Plans out of such benefit after
                          giving the Company notice as far in advance as
                          practicable; to defer making payment of any such tax,
                          charge or assessment if it is indemnified to its
                          satisfaction in the premises; to withhold from any
                          distribution which the Trustee is directed to make,
                          or require the withholding of, such sum as the
                          Trustee may reasonably estimate as necessary to cover
                          any taxes for which the Trustee may be liable and
                          which may be assessed with regard to such
                          distribution; and to require before making any
                          payment of taxes or any distribution of amounts
                          withheld to cover taxes, such release or other
                          document from any lawful taxing authority and such
                          indemnity from the intended payee as the Trustee
                          considers necessary for its protection.

                 (n)      To maintain records and accounts reflecting all
                          receipts and disbursements under this agreement and
                          such other records and accounts as the Company may
                          specify, all of which shall be open to the inspection
                          of any Employer at all reasonable times, and may be
                          audited from time to time by anyone named by the
                          Company.

                 (o)      To employ agents, accountants or other persons (who
                          also may be employed by the Employers) and to
                          delegate to them such powers as the Trustee





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                          considers desirable (except that the Trustee
                          may not delegate its responsibilities as to the
                          management or control of the assets of the Trust
                          Fund), provided that such delegation, and the
                          acceptance thereof, by such agents, attorneys,
                          accountants or other persons, shall be in writing;
                          and, to the extent permitted by law, the Trustee
                          shall be protected in acting or refraining from
                          acting on the advice of persons so employed without
                          court action.

                 (p)      To appoint a bank, trust company, or broker or dealer
                          registered under the Securities Exchange Act of 1934
                          to act as custodian with respect to any portion of
                          the Trust Fund, contingent upon the prior approval of
                          the Company; and a custodian so appointed shall have
                          custody of such assets as are deposited with it and
                          as custodian such rights, powers and duties with
                          respect thereto as shall be agreed upon from time to
                          time by the Company, the Trustee and such custodian.

                 (q)      To furnish the Employers with such information in the
                          Trustee's possession as the Employers may need for
                          tax or other purposes.

                 (r)      At the direction of the Company, to receive, hold and
                          invest any funds or other property transferred to the
                          Trustee from:

                          (i)     any other trust forming a part of a plan
                                  intended to meet the requirements of Section
                                  401(a) of the Internal Revenue Code (and, if
                                  applicable, Section 165(a) of the Puerto Rico
                                  Income Tax Act);

                          (ii)    an employee of an Employer if such funds or
                                  property qualify as a rollover amount
                                  described in Section 402(a)(5) of the
                                  Internal Revenue Code; or

                          (iii)   an individual retirement account or   
                                  individual retirement annuity maintained by
                                  an employee of an Employer, if such funds or
                                  property qualify as a rollover contribution
                                  described in Section 408(d)(3) of the
                                  Internal Revenue Code;

                          and to allocate, credit and distribute any such funds
                          and other property so transferred in accordance with
                          the terms of the Plans.





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                 (s)      To transfer all or any portion of the Trust Fund to
                          another trust or trusts forming a part of a plan or
                          plans that are intended to meet the requirements of
                          Section 401(a) of the Internal Revenue Code, as
                          directed by the Company.

                 (t)      To perform any and all other acts which in the
                          Trustee's judgment are appropriate for the proper
                          management, investment and distribution of the Trust
                          Fund.

                 (u)      Effective until Trustee's telephone transfer system
                          is operational for participants in the Imaging Plan,
                          to invest such amounts in the Vanguard/Wellesley
                          Income Fund maintained by The Vanguard Group.

                 (v)      Effective until Trustee's telephone transfer system
                          is operational for participants in the Plastics Plan
                          who are former PMC Plan participants, to invest such
                          amounts as follows:

                          (1)     Amounts previously invested in the Strong
                                  Money Market Fund shall be invested in The
                                  Chicago Trust Company Money Market Fund;

                          (2)     Amounts previously invested in the Strong
                                  Government Securities Fund shall be invested
                                  in The Chicago Trust Company Government Bond
                                  Fund;

                          (3)     Amounts previously invested in the Strong
                                  Total Return Fund shall be invested in the
                                  Vanguard Institutional Index Fund; and

                          (4)     Amounts previously invested in the CGM Mutual
                                  Fund shall be invested in the Dodge and Cox
                                  Balanced Fund.


                 III-4.   Investment Managers.     The Company may appoint one
or more investment managers to manage the investment of any part of the assets
of the Trust Fund.  Except as otherwise provided by law, the Trustee shall have
no obligation for investment of any assets of the Trust Fund which are subject
to management by an investment manager.  Appointment of an investment





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manager shall be made by written notice to the investment manager and the
Trustee, which notice shall specify those powers, rights and duties of the
Trustee under this agreement that are allocated to the investment manager and
that portion of the assets of the Trust Fund subject to investment management.
An investment manager so appointed pursuant to this paragraph shall be either a
registered investment adviser under the Investment Advisers Act of 1940, a
bank, as defined in said Act, or an insurance company qualified to manage,
acquire and dispose of the assets of the Plan under the laws of more than one
state of the United States.  Any such investment manager shall acknowledge to
the Company in writing that it accepts such appointment and that it is a
fiduciary with respect to the Plans and Trust.  An investment manager may
resign at any time upon written notice to the Trustee and the Company.  The
Company may remove an investment manager at any time by written notice to the
investment manager and the Trustee.
                 III-5.   Compensation and Expenses.        Except as otherwise
provided below in this agreement, all reasonable costs, charges, and expenses
incurred in the administration of this Trust and the Plans, including
compensation to the Trustee (as agreed upon between the Company and the
Trustee), compensation to an investment manager (as agreed upon between the
Company and the investment manager), and any compensation to agents, attorneys,
accountants and other persons employed by the Trustee, will be paid from the
Trust Fund, or, to the extent not paid from the Trust Fund, will be paid by the
Company.  Expenses incurred in connection





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with the sale, investment and reinvestment of the Trust Fund (such as
brokerage, postage, express and insurance charges and transfer taxes, as agreed
upon in advance between the Company and the Trustee) shall be paid from the
Trust Fund.  As of the last day of each Plan Year, the Trustee shall furnish to
the Company an annual account showing all fees and expenses charged to the
Trust Fund, both in general and with respect to individual Participant
accounts, as well as any fees and expenses charged to the Company.
                 III-6.   Common Fund.  The Trustee shall not be required to
make any separate investment of the Trust Fund for the account of the Plans as
applied to multiple employers and may administer and invest all contributions
made under the Plans as one Trust Fund.  If, for any purpose, it becomes
necessary to determine as of any date the portion of the Trust Fund allocable
to all or any group of Participants employed by any one of the Employers, the
Company, through the Company representatives, may, in its sole discretion,
designate any date as an interim allocation date for the purpose of valuing the
trust fund and allocating earnings or losses to Participant accounts.  The
Company shall designate interim allocation dates in a fair, uniform and
non-discriminatory manner.  After all adjustments required as of an interim
allocation date have been made, such portion of the Trust Fund shall be an
amount equal to the aggregate of the account balances of such Participants.
Any such determination by the Company shall be binding upon all of the
Employers, Participants and all other persons.  The Trustee will have no duty
or responsibility to





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question any determination or direction by the Company under this paragraph
III-6.
                 III-7.   Trust Accounting.        For purposes of determining
the value of assets in the Trust, the Trustee shall value such assets in
accordance with the Trustee's procedures for determining the fair market value
as of any date for which such valuation or accounting is required and in
accordance with the procedures for valuation of any interests in any collective
investment trust described in Article VII.  According to such procedures, while
allocations of contributions to individual Participant accounts or transfers of
amounts among investment funds are pending, the Trustee may hold any such
amounts on an interim basis in a cash management account invested in a money
market fund.  In such event, Participants will receive an allocation of any
earnings or losses attributable to the period such amounts were so invested.
                 III-8.   Limit of Trustee's Responsibility.  No power, duty or
responsibility is imposed upon the Trustee under the Plans, except as set forth
in this agreement.  Until they determine or are advised to the contrary, the
Trustee and any investment manager (appointed as provided in paragraph III-4)
may assume that this Trust is qualified under Section 401(a), and is entitled
to tax exemption under Section 501(a), of the Internal Revenue Code, and that
this Trust meets the qualification and tax exemption requirements of Section
165(a) of the Puerto Rico Income Tax Act.





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                          ARTICLE IV: INVESTMENT FUNDS

                 IV-1.    Investment Funds.        The Company has authorized
the establishment of investment funds to be offered under the Plans, and the
Company shall direct the Trustee as to the type of investment funds to be
offered and shall establish written guidelines and objectives for each fund
under the Plans from time to time.
         In addition to the other investment funds established under the Plans,
the Trustee shall, to the extent necessary, continue to maintain a life
insurance fund under the Plans.  The life insurance fund shall consist of
individual life insurance policies which were purchased pursuant to
Participants' directions under the Filtertek Plan prior to November 12, 1992,
the date on which this investment option was frozen by resolutions of the
Boards of Directors of the Filtertek, Inc.  Each Participant for whom an
individual life insurance policy is maintained under a Plan may elect either to
leave his individual life insurance policy in force and have the annual
premiums paid by deduction from his Plan account balance, or to cancel his
individual life insurance policy and have the cash value of such policy added
to his Plan account balance, whereupon the Participant may elect to have such
amount invested in one or more of the other investment funds maintained under
the Plan in which he is a Participant.
         The Plans permit Participants to direct the investment of their Plan
accounts (except as noted above with respect to the Life





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Insurance Fund) in 5% increments among one or more of the investment funds
maintained under the Plan in which they are Participants, at such times in
accordance with procedures and limitations established by the Committee.  The
Trustee shall invest or reinvest contributions and account balances among the
investment funds upon receiving from the Company representatives the specific
directions of the Participants (or, once the Trustee's telephone transfer
system is operational for a Participant, upon receiving from the Participant
his specific directions) in accordance with the provisions of the Plans, but
shall have no duty to verify such directions and shall not have any
responsibility or liability for any loss to any Participant or beneficiary
which results from following such directions, unless such loss results from the
Trustee's own willful misconduct.
                 IV-2.    Trustee's Investment of Amounts Credited to
Individually Directed Investment Accounts.       If the Company has provided
for Participants to individually direct the investment of contributions and/or
account balances in one or more investment funds ("investment accounts"), the
Trustee shall, except as provided in paragraphs III-3(u) and (v), upon written
direction from an Employer (or, once the Trustee's telephone transfer system is
operational for a Participant, upon receiving from the Participant his specific
directions) made in accordance with the provisions of the Plan, invest and
reinvest amounts credited to each such Participant's investment account as
directed by the Participant, subject to the following:





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                 (a)      Except as otherwise provided below, the Trustee shall
                          make investments in such investment funds only as the
                          Participant's Employer directs in writing (or, once
                          the Trustee's telephone transfer system is
                          operational for a Participant, as the Participant
                          directs in accordance with such telephone transfer
                          system) and the Trustee shall be under no obligation
                          to inquire as to the propriety of such direction or
                          as to the amount to be invested in each such
                          investment account on behalf of such Participant.

                 (b)      The Trustee shall have the power to invest any
                          portion of the assets in a Participant's investment
                          account which is held in cash or cash equivalents in
                          short term, fixed income investments pending receipt
                          of instructions from the Participant's Employer
                          regarding the investment of a Participant's accounts.
                          While an investment fund transfer is pending, a
                          Participant will not share in any gains or losses in
                          the fund to which such amount is transferred until
                          the trade into such fund is settled by the Trustee.

                 (c)      The Company shall indemnify and hold the Trustee
                          harmless for any losses suffered as a result of
                          investments and reinvestments made by the Trustee in
                          good faith reliance upon any investment direction
                          given by such Participant under the Plan.  The
                          Trustee shall not be indemnified or held harmless by
                          the Company for any losses incurred by a Participant
                          as a result of the Trustee's breach of fiduciary duty
                          with respect to the Trustee's management of any
                          investment account or collective investment trust
                          under Article VIII of the Trust.  A Participant shall
                          not direct the Trustee to enter into any prohibited
                          transaction (as defined in Code Section 4975).

                 (d)      The Trustee shall determine and report to the Company
                          for each Plan on each accounting date or as soon
                          thereafter as practicable the fair market value (as
                          determined in the sole discretion of the Trustee in
                          accordance with paragraph III-7) of the assets held
                          for the benefit of each Participant in an investment
                          fund in accordance with this paragraph.  The Trustee
                          shall have the right to rely on any valuations and
                          fair market valuations prepared by third parties as
                          to assets held by any such third party.





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                 (e)      The Trustee shall provide to the Company for each
                          Plan on each accounting date or as soon thereafter as
                          practicable a statement showing the assets held for
                          the benefit of each Participant in such investment
                          funds and any expenses attributable to the
                          acquisition and maintenance of such assets and
                          expenses attributable to any assets disposed of since
                          the last preceding accounting date.

                 (f)      On the written direction of a Participant given to
                          the Trustee by the Company in accordance with the
                          Plans, the Trustee shall liquidate for their fair
                          market value (as determined by the Trustee) all of
                          the assets held for the benefit of the Participant in
                          an investment fund(s) and report the amount realized
                          on such liquidation.

                 (g)      Notwithstanding paragraph III-5, all expenses
                          incurred in connection with the sale, investment and
                          reinvestment of assets in a Participant's investment
                          fund (such as brokerage, postage, express and
                          insurance charges and transfer taxes) shall be
                          charged to the appropriate investment fund, provided
                          that the Trustee shall make every effort to limit the
                          amount and avoid duplication of expenses.

                 (h)      If required by law, the Trustee reserves the right to
                          disapprove any investment direction filed with the
                          Trustee.

                 (i)      Except to the extent otherwise required by law, the
                          Trustee shall not be liable or responsible for any
                          loss resulting to an investment fund by reason of any
                          investment or reinvestment made by the Trustee at the
                          direction of the Participant through the Company, and
                          the Trustee is relieved of any duty to review from
                          time to time such amounts or property held in any
                          investment fund.





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                         ARTICLE V: GENERAL PROVISIONS

                 V-1.             Action by Employers.      Any action required
or permitted to be taken by any Employer under the Trust shall be by resolution
of its Board of Directors, by resolution of a duly authorized committee of its
Board of Directors, or by a person or persons authorized by resolution of its
Board of Directors or such committee.
                 V-2.             Warranty.        The Company warrants that
all directions or authorizations by the Company representatives, whether for
the payment of money or otherwise, will comply with the Plan and this Trust.
                 V-3.             Disagreement as to Acts.  If there is a
disagreement between the Trustee and anyone as to any act or transaction
reported in any accounting, the Trustee shall have the right to a settlement of
its account by any proper court.
                 V-4.             Courts.  Except as otherwise provided by law,
in case of any court proceedings involving an Employer, the Trustee or the
Trust Fund, only the Employer concerned and the Trustee shall be necessary
parties to the proceedings, and no other person shall be entitled to notice of
process.  A final judgment entered in any such proceedings shall be conclusive.
                 V-5.             Evidence.        Evidence required of anyone
under this agreement may be by certificate, affidavit, document or other
information which the person acting on it considers pertinent and





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reliable, and signed, made or presented by the proper party or parties.
                 V-6.             Third Parties.   Except as otherwise provided
by law, the Trustee's exercise or non-exercise of its powers and discretions in
good faith shall be conclusive on all persons.  No one shall be obliged to see
to the application of any money paid or property delivered to the Trustee,
except to the extent such person is acting as an investment manager as respects
such money or property.  The certificate of the Trustee that it is acting
according to this agreement will fully protect all persons dealing with the
Trustee.  An insurance company may assume that this agreement and the Plans
have not been amended or changed unless notice of such amendment or change is
received by the insurance company at its home office.
                 V-7.             No Reversion in Employers.        The
Employers shall have no right, title or interest in the Trust Fund, nor shall
any part of the Trust Fund revert or be repaid to an Employer, directly or
indirectly, except that an Employer shall upon written request have a right to
recover:
                 (a)      the contributions made to a Plan by such Employer, in
                          the event that either the Internal Revenue Service or
                          the Puerto Rico Treasury Department initially
                          determines that the Plan, as applied to such
                          Employer, does not meet the requirements of either
                          Section 401(a) of the Internal Revenue Code, as
                          amended, or Section 165(a) of the Puerto Rico Income
                          Tax Act, as amended;

                 (b)      within one year of the date of payment to the Trustee
                          of a contribution by such Employer, any amount (less
                          any losses attributable thereto) contributed through
                          a mistake of fact; or





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<PAGE>   22

                 (c)      within one year of the date on which any deduction
                          for a contribution by an Employer under either
                          Internal Revenue Code Section 404 or Puerto Rico
                          Income Tax Act Section 23(p) is disallowed, an amount
                          equal to the amount disallowed (less any losses
                          attributable thereto).
The amount of any contribution that may be returned to an Employer pursuant to
subparagraph (b) or (c) above must be reduced by any portion thereof previously
distributed from the Trust Fund and by any losses of the Trust Fund allocable
thereto, and in no event may the return of such contribution cause any
Participant's account balances to be less than the amount of such balances had
the contribution not been made under the Plans.
                 V-8.             Interests Not Transferable.       The
interests of persons entitled to benefits under the Plans are not subject to
their debts or other obligations and, except as may be required by the tax
withholding provisions of the Internal Revenue Code or any state's income tax
act or pursuant to a qualified domestic relations order as defined in Section
414(p) of the Internal Revenue Code, may not be voluntarily or involuntarily
sold, transferred, alienated, assigned or encumbered.
                 V-9.             Indemnification.          To the extent
permitted by law, none of the Trustee, any present or former Company
representative, nor any person who is or was a director, officer, or employee
of any Employer, shall be personally liable for any act done or omitted to be
done in good faith in the administration of the Plan or this Trust.  Any
employee of an Employer to whom the Company has delegated any portion of its
responsibilities under the Plan, any person who is or was a director or officer
of an





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<PAGE>   23

Employer, present and former Company representatives, and each of them, shall,
to the extent permitted by law, be indemnified and saved harmless by the
Employers (to the extent not indemnified or saved harmless under any liability
insurance or other indemnification arrangement with respect to the Plan or this
Trust) from and against any and all liability or claim of liability to which
they may be subjected by reason of any act done or omitted to be done in good
faith in connection with the administration of the Plan or this Trust or the
investment of the Trust Fund, including all expenses reasonably incurred in
their defense if the Employers fail to provide such defense after having been
requested to do so in writing.  The Trustee shall be indemnified and saved
harmless by the Employers (to the extent not indemnified or saved harmless
under any liability insurance or other indemnification arrangement with respect
to the Plan or this Trust) only with respect to liability or claim of liability
to which the Trustee shall be subjected by reason of its good faith compliance
with any directions given in accordance with the provisions of the Plan or this
Trust by an investment manager, the Company, or any person duly authorized by
the Company, or by reason of its failure to take any action with respect to any
assets of the Trust Fund which are subject to investment direction from an
investment manager in the absence of direction from the investment manager,
including all expenses reasonably incurred in its defense if the Employers fail
to provide such defense after having been requested to do so in writing.





                                     21
<PAGE>   24

                 V-10.    Litigation by Participants.       If a legal action
begun against the Trustee, an Employer or the Company by or on behalf of any
person results adversely to that person, or if a legal action arises because of
conflicting claims to a Participant's or other person's benefits, the cost to
the Trustee, the Employer or the Company of defending the action will be
charged to the extent permitted by law to the sums, if any, which were involved
in the action or were payable to the person concerned.
                 V-11.    Liabilities Mutually Exclusive.   To the extent
permitted by law, the Trustee, an investment manager and each Employer shall be
responsible only for its own acts or omissions and the Trustee shall not be
required to collect any contribution from an Employer or any other person or to
verify that it is in the proper amount.  No insurance company shall be a party
to this agreement for any purpose or be responsible for the validity of this
agreement, it being intended that an insurance company shall be liable only for
the obligations set forth in the contracts issued by it.
                 V-12.    Waiver of Notice.        Any notice required under
this agreement may be waived by the person entitled to such notice.
                 V-13.    Counterparts.    This agreement may be executed in
two or more counterparts, any one of which will be an original without
reference to the others.
                 V-14.    Controlling Law.         Except to the extent
superseded by laws of the United States, the laws of Illinois shall be
controlling in all matters relating to this agreement.





                                     22
<PAGE>   25

                 V-15.    Gender and Number.       Where the context admits,
words in the masculine gender shall include the feminine and neuter genders,
the singular shall include the plural, and the plural shall include the
singular.
                 V-16.    Successors.      This agreement shall be binding on
all persons entitled to benefits under the Plan and their respective heirs and
legal representatives, on the Employers and their successors and assigns and on
the Trustee and its successors.  The term "Employer" as used in the Plans and
this agreement includes any entity that continues the Plans and this Trust in
effect, as provided in the Plans; and, if the Employer concerned is the
Company, the term "Company" also shall include such entity.
                 V-17.    Severability.    If any provision of the Plan or this
agreement is held to be illegal or invalid, such illegality or invalidity shall
not affect the remaining provisions of the Plans and this agreement, and they
shall be construed and enforced as if such illegal or invalid provision had
never been inserted therein.
                 V-18.    Statutory References.    Any references in the Plan
or this agreement to a Section of the Internal Revenue Code of 1986 (the
"Code") or the Employee Retirement Income Security Act of 1974 ("ERISA") or the
Puerto Rico Income Tax Act shall include any comparable section or sections of
any future legislation which amends, supplements or supersedes said Section.





                                     23
<PAGE>   26

                         ARTICLE VI: CHANGES IN TRUSTEE

                 VI-1.    Resignation or Removal of Trustee.         The
Trustee may resign at any time by giving thirty days' advance written notice to
the Company.  The Company may remove a Trustee by written notice to the
Trustee.
                 VI-2.    Appointment of Successor Trustee.         The Company
shall fill any vacancy in the office of Trustee as soon as practicable and
shall give prompt written notice thereof to the person or corporation appointed
to fill the vacancy and the other Employers.
                 VI-3.    Duties of Resigning or Removed Trustee and of
Successor Trustee.    A Trustee that resigns or is removed shall furnish
promptly to the Company and the successor Trustee an account of its
administration of the Trust from the date of its last account.  Each successor
Trustee shall succeed to the title to the Trust Fund vested in its predecessor
without the signing or filing of any instrument, but each predecessor Trustee
shall execute all documents and do all acts necessary to vest such title of
record in the successor Trustee.  Each successor Trustee shall have all the
powers conferred by this agreement as if originally named Trustee.  No
successor Trustee shall be personally liable for any act or failure to act of a
predecessor Trustee.  With the approval of the Company, a successor Trustee may
accept the account furnished and the property delivered by a predecessor
Trustee without incurring any liability for so doing, and, to the extent





                                     24
<PAGE>   27

permitted by law, the acceptance will be a complete discharge to the
predecessor Trustee.





                                     25
<PAGE>   28

                     ARTICLE VII: AMENDMENT AND TERMINATION

                 VII-1.   Amendment.       This Trust may be amended from time
to time by the Company, except as follows:
                 (a)      The duties and liabilities of the Trustee cannot be
                          changed without its consent.

                 (b)      Except as provided in paragraph IV-7, under no
                          condition shall an amendment result in the return or
                          repayment to an Employer of any part of the Trust
                          Fund or the income from it or result in the
                          distribution of the Trust Fund for the benefit of
                          anyone other than persons entitled to benefits under
                          the Plan.

                 VII-2.   Termination.     If a Plan is terminated, this Trust,
including all rights, titles, powers, duties, discretions and immunities
imposed on or reserved to the Trustee and the Employers nevertheless shall
continue in effect until all assets have been distributed by the Trustee as
directed by the Company under the Plans.





                                     26
<PAGE>   29

          ARTICLE VIII: INCORPORATION OF COLLECTIVE INVESTMENT TRUSTS

                 VIII-1.  The Declaration of Trust, executed by Chicago Title
and Trust Company on January 17, 1968, establishing "Chicago Title and Trust
Company Investment Trust for the Employee Benefit Plans," as it may be amended
from time to time, is hereby adopted as a part of this agreement.
Notwithstanding any other provision of this agreement, the Trustee may cause
any part or all of the assets held hereunder to be commingled with the assets
of other trusts by investment as part of any fund established under said
Declaration of Trust, and the assets so invested shall be subject to all of the
provisions of said Declaration of Trust as it may be amended from time to time.
                 VIII-2.  The Declaration of Trust executed by Chicago Title
and Trust Company on July 22, 1981, establishing "Chicago Title and Trust
Company Short Term Investment Fund for Employee Benefit Plans," as it may be
amended from time to time, is hereby adopted as a part of this agreement.
Notwithstanding any other provisions of this agreement, the Trustee may cause
any part or all of the assets held hereunder to be commingled with the assets
of other trusts by investment as part of any fund established under said
Declaration of Trust, and the assets so invested shall be subject to all of the
provisions of said Declaration of Trust as it may be amended from time to time.
                 VIII-3.  The Declaration of Trust executed by Chicago Title
and Trust Company on April 24, 1985, establishing "Chicago





                                     27
<PAGE>   30

Title and Trust Company Stated Principal Value Investment Trust for Employee
Benefit Plans," as it may be amended from time to time, is hereby adopted as a
part of this agreement.

Notwithstanding any other provisions of this agreement, the Trustee may cause
any part or all of the assets held hereunder to be commingled with the assets
of other trusts by investment as part of any fund established under said
Declaration of Trust, and the assets so invested shall be subject to all of the
provisions of said Declaration of Trust as it may be amended from time to time.
                             *         *         *
                 IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be signed and their respective corporate seals affixed and
attested by their respective officers, the day and year first above written;
the Trustee hereby evidencing its acceptance of the





                                     28
<PAGE>   31

Trust, and its agreement to perform the duties given to or required of it by
the Trust.

                                                 SCHAWK, INC.


                                                 By ____________________________

                                                     Its _______________________
                                                                (Corporate Seal)



ATTEST:


__________________________

Its ______________________


                           THE CHICAGO TRUST COMPANY


                                                By _____________________________

                                                     Its _______________________
                                                                (Corporate Seal)
ATTEST:


__________________________

Its ______________________





                                     29