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                                                                    EXHIBIT 10.2


                               RSA SECURITY, INC.

                             GRANTOR TRUST AGREEMENT

This Grantor Trust Agreement (the "Trust Agreement") is made this 13th day of
March, 2000 by and between RSA Security, Inc. ("the Company") and Wachovia Bank,
N.A. ("the Trustee").

                                    RECITALS

(a)      WHEREAS, the Company has adopted the plans and severance or other
         agreements (the "Arrangements") as listed in Attachment A;

(b)      WHEREAS, the Company has incurred or expects to incur liability under
         the terms of such Arrangements with respect to the individuals
         participating in such Arrangements (the "Participants and
         Beneficiaries");

(c)      WHEREAS, the Company wishes to establish a Trust (hereinafter referred
         to as the "Trust") and shall contribute to the Trust assets that shall
         be held therein, subject to the claims of the Company's creditors in
         the event of the Company's Insolvency, as herein defined, until paid to
         Participants and their Beneficiaries in such manner and at such times
         as specified in the Arrangements and in this Trust Agreement;

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

(e)      WHEREAS, it is the intention of the Company to make contributions to
         the Trust to provide itself with a source of funds (the "Fund") to
         assist it in satisfying its liabilities under the Arrangements.

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

SECTION 1.      ESTABLISHMENT OF THE TRUST

(a)      The Trust is intended to be a Grantor Trust, of which the Company and
         any subsidiaries which adopt the Trust is the Grantor, within the
         meaning





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         of subpart E, part I, subchapter J, chapter 1, subtitle A of the
         Internal Revenue Code of 1986, as amended, and shall be construed
         accordingly.

(b)      The Company shall be considered a Grantor for the purposes of the
         Trust.

(c)      The Trust hereby established is irrevocable by the Company.

(d)      The Company hereby deposits with the Trustee in the Trust one-thousand
         dollars and zero cents ($1,000.00) which shall become the principal of
         the Trust to be held, administered and disposed of by the Trustee as
         provided in this Trust Agreement.

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

(f)      The Company, in its sole discretion, may at any time, or from time to
         time, make additional deposits of cash or other property acceptable to
         the Trustee in the Trust to augment the principal to be held,
         administered and disposed of by the Trustee as provided in this Trust
         Agreement. Prior to a Change in Control, neither the Trustee nor any
         Participant or Beneficiary shall have any right to compel additional
         deposits.

(g)      The Chief Executive Officer, the Chief Financial Officer, or the
         General Counsel of the Company shall notify the Trustee of an
         occurrence of a Potential Change in Control, and the Company shall, as
         soon as possible, but in no event longer than thirty (30) days
         following the occurrence of a Potential Change in Control, as defined
         herein, make a contribution to the Trust in an amount that is
         sufficient to fund the Trust in an amount equal to no less than 100%
         but no more than 120% of the amount necessary to pay each Participant
         or Beneficiary the benefits to which Participants or their
         Beneficiaries would be entitled pursuant to the terms of the
         Arrangements as of the date on which the Potential Change in Control
         occurred.

         Notwithstanding Section 1 (f), prior to a Change in Control, the
         Company, on or before June 1 of each year, shall make additional
         deposits of cash or other property in trust with the Trustee, to
         augment the


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         principal to be held, administered and disposed of by the Trustee
         as provided in this Trust Agreement, in an amount calculated to ensure
         that the value of assets in the Trust shall be equal to at least 80% of
         the present value, as of December 31 of the preceding year, of amounts
         accrued as of December 31 of such preceding year. For purposes of this
         Trust Agreement, "present value" shall be determined on the basis of
         the assumptions contained in the payment schedule(s) as described in
         Section 2 (c). If the Company fails to make the contribution required
         under this subsection within 30 days, a Potential Change in Control
         will be deemed to have occurred.

(h)      In the event a Change in Control does not occur following a Potential
         Change in Control, the Chief Executive Officer, the Chief Financial
         Officer, or the General Counsel shall notify the Trustee, and the
         Company shall have the right to recover any amounts contributed to and
         remaining on hand plus earnings on such amounts in the Trust pursuant
         to Section 1(g).

(i)      Upon a Change in Control, the Chief Executive Officer, the Chief
         Financial Officer, or the General Counsel of the Company shall notify
         the Trustee. Also,upon a Change in Control, the Company shall, as soon
         as possible, but in no event longer than thirty (30) days following the
         occurrence of a Change in Control, as defined herein, make an
         irrevocable contribution to the Trust in an amount that is sufficient
         to fund the Trust in an amount equal to no less than 100 % but no more
         than 120% of the amount necessary to pay each Participant or
         Beneficiary the benefits to which Participants or their Beneficiaries
         would be entitled pursuant to the terms of the Arrangements as of the
         date on which the Change in Control occurred. The Company shall also
         fund an expense reserve for the Trustee in the amount of $120,000.

SECTION 2.      PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

(a)      Prior to a Change in Control, distributions from the Trust shall be
         made by the Trustee to Participants and Beneficiaries at the direction
         of the Company. The entitlement of a Participant or his or her
         Beneficiaries to benefits under the Arrangements shall be determined by
         the Company or such party or professional administrator as it shall
         designate under the Arrangements as the Company's agent, and any claim
         for such benefits shall be considered and reviewed under the procedures
         set out in the Arrangements.

(b)      The Company may make payment of benefits directly to Participants or
         their Beneficiaries as they become due under the terms of the






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         Arrangements. The Company shall notify the Trustee of its decision to
         make payment of benefits directly prior to the time amounts are payable
         to Participants or their Beneficiaries. In addition, if the principal
         of the Trust, and any earnings thereon, are not sufficient to make
         payments of benefits in accordance with the terms of the Arrangements,
         the Company shall make the balance of each such payment as it falls due
         in accordance with the Arrangements. The Trustee shall notify the
         Company where principal and earnings are not sufficient. Nothing in
         this Agreement shall relieve the Company of its liabilities to pay
         benefits due under the Arrangements except to the extent such
         liabilities are met by application of assets of the Trust.

(c)      After a Potential Change in Control and before a Change in Control, the
         Company shall deliver to the Trustee a schedule of benefits due under
         the Arrangements. Subsequent to a Change in Control, the Trustee shall
         pay benefits due in accordance with such schedule. After a Change in
         Control, the Company shall continue to make the determination of
         benefits due to Participants or their Beneficiaries and shall provide
         the Trustee with an updated schedule of benefits due; provided however,
         a Participant or their Beneficiaries may make application to the
         Trustee for an independent decision as to the amount or form of their
         benefits due under the Arrangements. In making any determination
         required or permitted to be made by the Trustee under this Section, the
         Trustee shall, in each such case, reach its own independent
         determination, in its absolute and sole discretion, as to the
         Participant's or Beneficiary's entitlement to a payment hereunder. In
         making its determination, the Trustee may consult with and make such
         inquiries of such persons, including the Participant or Beneficiary,
         the Company, legal counsel, actuaries or other persons, as the Trustee
         may reasonably deem necessary. Any reasonable costs incurred by the
         Trustee in arriving at its determination shall be reimbursed by the
         Company and, to the extent not paid by the Company within a reasonable
         time, shall be charged to the Trust. The Company waives any right to
         contest any amount paid over by the Trustee hereunder pursuant to a
         good faith determination made by the Trustee notwithstanding any claim
         by or on behalf of the Company (absent a manifest abuse of discretion
         by the Trustee) that such payments should not be made.

(d)      The Trustee agrees that it will not itself institute any action at law
         or at equity, whether in the nature of an accounting, interpleading
         action, request for a declaratory judgment or otherwise, requesting a
         court or administrative or quasi-judicial body to make the
         determination required to be made by the Trustee under this Section 2
         in the place



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         and stead of the Trustee. The Trustee may institute an action to
         collect a contribution due the Trust following a Change in Control or
         in the event that the Trust should ever experience a short-fall in the
         amount of assets necessary to make payments pursuant to the terms of
         the Arrangements.

(e)      In the event any Participant or his or her Beneficiary is determined to
         be subject to federal income tax on any amount to the credit of his or
         her account under any Arrangement prior to the time of payment
         hereunder, whether or not due to the establishment of or contributions
         to this Trust, a portion of such taxable amount equal to the federal,
         state and local taxes (excluding any interest or penalties) owed on
         such taxable amount, shall be distributed by the Trustee as soon
         thereafter as practicable to such Participant or Beneficiary. The
         Company shall promptly reimburse the Trust for any such distribution in
         an amount certified by the Trustee to be needed for the Participant's
         benefits. For these purposes, a Participant or Beneficiary shall be
         deemed to pay state and local taxes at the highest marginal rate of
         taxation in the state in which the Participant resides or is employed
         (or both) where a tax is imposed and federal income taxes at the
         highest marginal rate of taxation, net of the maximum reduction in
         federal income taxes which could be obtained from deduction of such
         state and local taxes. Such distributions shall be at the direction of
         the Company or the Trustee, or upon proper application of the
         Participant or Beneficiary; provided that the actual amount of the
         distribution shall be determined by the Company prior to a Change in
         Control and the Trustee following a Change in Control. An amount to the
         credit of a Participant's Account shall be determined to be subject to
         federal income tax upon the earliest of: (a) a final determination by
         the United States Internal Revenue Service addressed to the Participant
         or his Beneficiary which is not appealed to the courts; (b) a final
         determination by the United States Tax Court or any other federal court
         affirming any such determination by the Internal Revenue Service; or
         (c) an opinion by the Company's tax counsel, addressed to the Company
         and the Trustee, to the effect that by reason of Treasury Regulations,
         amendments to the Internal Revenue Code, published Internal Revenue
         Service rulings, court decisions or other substantial precedent,
         amounts to the credit of Participants hereunder are subject to federal
         income tax prior to payment. The Company shall undertake at its sole
         expense to defend any tax claims described herein which are asserted by
         the Internal Revenue Service against any Participant or Beneficiary,
         including attorney fees and cost of appeal, and shall have the sole
         authority to determine whether or not to appeal any determination made
         by the




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         Service or by a lower court. The Company also agrees to reimburse any
         Participant or Beneficiary for any interest or penalties in respect of
         tax claims hereunder upon receipt of documentation of same Any
         distributions from the Fund to a Participant or Beneficiary under this
         Section 2(e) shall be applied in accordance with the provisions of the
         Arrangement to reduce the Company liabilities to such Participant
         and/or Beneficiary under the Arrangement with such reductions to be
         made on a pro-rata basis over the term of benefit payments under the
         Arrangement; provided, however, that in no event shall any Participant,
         Beneficiary or estate of any Participant or Beneficiary have any
         obligation to return all or any part of such distribution to the
         Company if such distribution exceeds benefits payable under an
         Arrangement. Any reduction in accordance with the foregoing sentence
         and the Arrangements shall be determined by the Company prior to a
         Change in Control . Following a Change in Control, the Company shall
         continue to make such determination subject to the right of a
         Participant to petition the Trustee under Section 2(c).

SECTION 3.      TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO THE TRUST
                BENEFICIARY WHEN THE COMPANY IS INSOLVENT

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

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

         (1)      The Board of Directors and the Chief Executive Officer of the
                  Company shall have the duty to inform the Trustee in writing
                  that the Company is Insolvent. If a person claiming to be a
                  creditor of the Company alleges in writing to the Trustee that
                  the Company has become Insolvent, the Trustee shall determine
                  whether the Company is Insolvent and, pending such
                  determination, the Trustee shall discontinue payment of
                  benefits to Participants or their Beneficiaries.

         (2)      Unless the Trustee has actual knowledge that the Company is
                  Insolvent, or has received notice from the


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                  Company or a person claiming to be a creditor alleging that
                  the Company is Insolvent, the Trustee shall have no duty to
                  inquire whether the Company is Insolvent. The Trustee may in
                  all events rely on such evidence concerning solvency as may be
                  furnished to the Trustee and that provides the Trustee with a
                  reasonable basis for making a determination concerning the
                  solvency of the Company.

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

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

(c)      Provided that there are sufficient assets, if the Trustee discontinues
         the payment of benefits from the Trust pursuant to Section 3(b) hereof
         and subsequently resumes such payments, the first payment following
         such discontinuance shall include the aggregate amount of all payments
         due to Participants or their Beneficiaries under the terms of the
         Arrangements for the period of such discontinuance plus earnings on
         such amount based on the average interest rate in effect for 30-day
         Treasury Bills over such period of discontinuance, less the aggregate
         amount of any payments made to Participants or their Beneficiaries by
         the Company in lieu of the payments provided for hereunder during any
         such period of discontinuance.

SECTION 4.      PAYMENTS WHEN A SHORT-FALL OF THE TRUST ASSETS OCCURS

(a)      If there are not sufficient assets for the payment of benefits pursuant
         to Section 2 or Section 3(c) hereof and the Company does not otherwise
         make such payments within a reasonable time after demand from




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         benefits the Trustee, the Trustee shall make payment of from the Trust
         to the Participants or their Beneficiaries on a pro rata basis.

(b)      Upon receipt of a contribution from the Company necessary to make up
         for a shortfall in the payments due, the Trustee shall resume payments
         to all the Participants and Beneficiaries under the Arrangements.
         Following a Change in Control, the Trustee shall have the right to
         compel a contribution to the Trust from the Company to make-up for any
         shortfall.

SECTION 5.      PAYMENTS TO THE COMPANY

Except as provided in Sections 3 hereof and Section 4 below, after the Trust has
become irrevocable, the Company shall have no right or power to direct the
Trustee to return to the Company or to divert to others any of the Trust assets
before all payment of all benefits have been made to Participants and their
Beneficiaries pursuant to the terms of the Arrangements and all fees and
expenses of the Trust have been paid.

In the event that the Company determines prior to a Change in Control that the
Trust Fund exceeds 125% of the anticipated benefit obligations and fees and
expenses that are to be paid under the Plan and Trust, the Trustee, shall , upon
the direction of the Company, distribute to the Company such excess portion of
the trust Fund.

SECTION 6.      INVESTMENT AUTHORITY

(a)      The Trustee shall not be liable in discharging its duties hereunder,
         including without limitation its duty to invest and reinvest the Fund,
         if it acts for the exclusive benefit of the Participants and their
         Beneficiaries, in good faith and as a prudent person would act in
         accomplishing a similar task and in accordance with the terms of this
         Trust Agreement and any applicable federal or state laws, rules or
         regulations.

(b)      Subject to investment guidelines agreed to in writing from time to time
         by the Company and the Trustee prior to a Change in Control, the
         Trustee shall have the power in investing and reinvesting the Fund in
         its sole discretion:

         (1)      To invest and reinvest in any readily marketable common and
                  preferred stocks, bonds, notes, debentures, certificates of
                  deposit or demand or time deposits (including any such
                  deposits with the Trustee) and shares of investment companies
                  and mutual funds, without being limited to the classes or



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                  property in which the Trustees are authorized to invest by any
                  law or any rule of court of any state and without regard to
                  the proportion any such property may bear to the entire amount
                  of the Fund;

         (2)      To commingle for investment purposes all or any portion of the
                  Fund with assets of any other similar trust or trusts
                  established by the Company with the Trustee for the purpose of
                  safeguarding deferred compensation or retirement income
                  benefits of its employees and/or directors;

         (3)      To retain any property at any time received by the Trustee;

         (4)      To sell or exchange any property held by it at public or
                  private sale, for cash or on credit, to grant and exercise
                  options for the purchase or exchange thereof, to exercise all
                  conversion or subscription rights pertaining to any such
                  property and to enter into any covenant or agreement to
                  purchase any property in the future;

         (5)      To participate in any plan of reorganization, consolidation,
                  merger, combination, liquidation or other similar plan
                  relating to property held by it and to consent to or oppose
                  any such plan or any action thereunder or any contract, lease,
                  mortgage, purchase, sale or other action by any person;

         (6)      To deposit any property held by it with any protective,
                  reorganization or similar committee, to delegate discretionary
                  power thereto, and to pay part of the expenses and
                  compensation thereof any assessments levied with respect to
                  any such property to deposit;

         (7)      To extend the time of payment of any obligation held by it;

         (8)      To hold uninvested any moneys received by it, without
                  liability for interest thereon, but only in anticipation of
                  payments due for investments, reinvestments, expenses or
                  disbursements;

         (9)      To exercise all voting or other rights with respect to any
                  property held by it and to grant proxies, discretionary or
                  otherwise;



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         (10)     For the purposes of the Trust, to borrow money from others, to
                  issue its promissory note or notes therefor, and to secure the
                  repayment thereof by pledging any property held by it;

         (11)     To employ suitable contractors and counsel, who may be counsel
                  to the Company or to the Trustee, and to pay their reasonable
                  expenses and compensation from the Fund to the extent not paid
                  by the Company;

         (12)     To register investments in its own name or in the name of a
                  nominee; to hold any investment in bearer form; and to combine
                  certificates representing securities with certificates of the
                  same issue held by it in other fiduciary capacities or to
                  deposit or to arrange for the deposit of such securities with
                  any depository, even though, when so deposited, such
                  securities may be held in the name of the nominee of such
                  depository with other securities deposited therewith by other
                  persons, or to deposit or to arrange for the deposit of any
                  securities issued or guaranteed by the United States
                  government, or any agency or instrumentality thereof,
                  including securities evidenced by book entries rather than by
                  certificates, with the United States Department of the
                  Treasury or a Federal Reserve Bank, even though, when so
                  deposited, such securities may not be held separate from
                  securities deposited therein by other persons; provided,
                  however, that no securities held in the Fund shall be
                  deposited with the United States Department of the Treasury or
                  a Federal Reserve Bank or other depository in the same account
                  as any individual property of the Trustee, and provided,
                  further, that the books and records of the Trustee shall at
                  all times show that all such securities are part of the Trust
                  Fund;

         (13)     To settle, compromise or submit to arbitration any claims,
                  debts or damages due or owing to or from the Trust,
                  respectively, to commence or defend suits or legal proceedings
                  to protect any interest of the Trust, and to represent the
                  Trust in all suits or legal proceedings in any court or before
                  any other body or tribunal; provided, however, that the
                  Trustee shall not be required to take any such action unless
                  it shall have been indemnified by the Company to its
                  reasonable satisfaction against liability or expenses it might
                  incur therefrom;

         (14)     To hold and retain policies of life insurance, annuity
                  contracts, and other property of any kind which policies are
                  contributed



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                  to the Trust by the Company or any subsidiary of the Company
                  or are purchased by the Trustee;

         (15)     To hold any other class of assets which may be contributed by
                  the Company and that is deemed reasonable by the Trustee,
                  unless expressly prohibited herein;

         (16)     To loan any securities at any time held by it to brokers or
                  dealers upon such security as may be deemed advisable, and
                  during the terms of any such loan to permit the loaned
                  securities to be transferred into the name of and voted by the
                  borrower or others; and

         (17)     Generally, to do all acts, whether or not expressly
                  authorized, that the Trustee may deem necessary or desirable
                  for the protection of the Fund.

(c)      Prior to a Change in Control, the Company shall have the right, subject
         to this Section to direct the Trustee with respect to investments.

         (1)      The Company may at any time direct the Trustee to segregate
                  all or a portion of the Fund in a separate investment account
                  or accounts and may appoint one or more investment managers
                  and/or an investment committee established by the Company to
                  direct the investment and reinvestment of each such investment
                  account or accounts. In such event, the Company shall notify
                  the Trustee of the appointment of each such investment manager
                  and/or investment committee. No such investment manager shall
                  be related, directly or indirectly, to the Company, but
                  members of the investment committee may be employees of the
                  Company.

         (2)      Thereafter, the Trustee shall make every sale or investment
                  with respect to such investment account as directed in writing
                  by the investment manager or investment committee. It shall be
                  the duty of the Trustee to act strictly in accordance with
                  each direction. The Trustee shall be under no duty to question
                  any such direction of the investment manager or investment
                  committee, to review any securities or other property held in
                  such investment account or accounts acquired by it pursuant to
                  such directions or to make any recommendations to the
                  investment managers or investment committee with respect to
                  such securities or other property.


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         (3)      Notwithstanding the foregoing, the Trustee, without obtaining
                  prior approval or direction from an investment manager or
                  investment committee, shall invest cash balances held by it
                  from time to time in short term cash equivalents including,
                  but not limited to, through the medium of any short term
                  common, collective or commingled trust fund established and
                  maintained by the Trustee subject to the instrument
                  establishing such trust fund, U.S. Treasury Bills, commercial
                  paper (including such forms of commercial paper as may be
                  available through the Trustee's Trust Department),
                  certificates of deposit (including certificates issued by the
                  Trustee in its separate corporate capacity), and similar type
                  securities, with a maturity not to exceed one year; and,
                  furthermore, sell such short term investments as may be
                  necessary to carry out the instructions of an investment
                  manager or investment committee regarding more permanent type
                  investment and directed distributions.

         (4)      The Trustee shall neither be liable nor responsible for any
                  loss resulting to the Fund by reason of any sale or purchase
                  of an investment directed by an investment manager or
                  investment committee nor by reason of the failure to take any
                  action with respect to any investment which was acquired
                  pursuant to any such direction in the absence of further
                  directions of such investment manager or investment committee.

         (5)      Notwithstanding anything in this Agreement to the contrary,
                  the Trustee shall be indemnified and saved harmless by the
                  Company from and against any and all personal liability to
                  which the Trustee may be subjected by carrying out any
                  directions of an investment manager or investment committee
                  issued pursuant hereto or for failure to act in the absence of
                  directions of the investment manager or investment committee
                  including all expenses reasonably incurred in its defense in
                  the event the Company fails to provide such defense; provided,
                  however, the Trustee shall not be so indemnified if it
                  participates knowingly in, or knowingly undertakes to conceal,
                  an act or omission of an investment manager or investment
                  committee, having actual knowledge that such act or omission
                  is a breach of a fiduciary duty; provided further, however,
                  that the Trustee shall not be deemed to have knowingly
                  participated in or knowingly undertaken to conceal an act or
                  omission of an investment manager or investment committee with
                  knowledge that such act or omission was a breach of fiduciary
                  duty by merely complying with directions of an investment
                  manager or


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                  investment committee or for failure to act in the absence of
                  directions of an investment manager or investment committee.
                  The Trustee may rely upon any order, certificate, notice,
                  direction or other documentary confirmation purporting to have
                  been issued by the investment manager or investment committee
                  which the Trustee believes to be genuine and to have been
                  issued by the investment manager or investment committee. The
                  Trustee shall not be charged with knowledge of the termination
                  of the appointment of any investment manager or investment
                  committee until it receives written notice thereof from the
                  Company.

(d)      Following a Change in Control, the Trustee shall have the sole and
         absolute discretion in the management of the Trust assets and shall
         have all the powers set forth under Section 6(b). In investing the
         Trust assets, the Trustee shall consider:

         (1)      the needs of the Arrangements;

         (2)      the need for matching of the Trust assets with the liabilities
                  of the Arrangements; and

         (3)      the duty of the Trustee to act solely in the best interests of
                  the Participants and their Beneficiaries.

(e)      The Trustee shall have the right, in its sole discretion, to delegate
         its investment responsibility to an investment manager who may be an
         affiliate of the Trustee. In the event the Trustee shall exercise this
         right, the Trustee shall remain, at all times responsible for the acts
         of an investment manager. The Trustee shall have the right to purchase
         an insurance policy or an annuity to fund the benefits of the
         Arrangements.

(f)      Prior to a Change in Control, the Company shall have the right at any
         time, and from time to time in its sole discretion, to substitute
         assets of equal fair market value for any asset held by the Trust. This
         right is exercisable by the Company in a nonfiduciary capacity without
         the approval or consent of any person in a fiduciary capacity.
         Following a Change in Control, the substitution of assets is subject to
         the acceptance of the Trustee.

SECTION 7.      INSURANCE CONTRACTS



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(a)      To the extent that the Trustee is directed by the Company prior to a
         Change in Control to invest part or all of the Trust Fund in insurance
         contracts, the type and amount thereof shall be specified by the
         Company. The Trustee shall be under no duty to make inquiry as to the
         propriety of the type or amount so specified.

(b)      Each insurance contract issued shall provide that the Trustee shall be
         the owner thereof with the power to exercise all rights, privileges,
         options and elections granted by or permitted under such contract or
         under the rules of the insurer. The exercise by the Trustee of any
         incidents of ownership under any contract shall, prior to a Change in
         Control, be subject to the direction of the Company. After a Change in
         Control, the Trustee shall have all such rights.

(c)      The Trustee shall have no power to name a beneficiary of the policy
         other than the Trust, to assign the policy (as distinct from conversion
         of the policy to a different form) other than to a successor Trustee,
         or to loan to any person the proceeds of any borrowing against an
         insurance policy held in the Trust Fund.

(d)      No insurer shall be deemed to be a party to the Trust and an insurer's
         obligations shall be measured and determined solely by the terms of
         contracts and other agreements executed by the insurer.

SECTION 8.      DISPOSITION OF INCOME

(a)      During the term of this Trust, all income received by the Trust, net of
         expenses and taxes shall be accumulated and reinvested within the Trust

SECTION 9.      ACCOUNTING BY THE TRUSTEE

The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee within forty-five (45) days following the close of each
calendar year and within forty-five (45) days after the removal or resignation
of the Trustee. The Trustee shall deliver to the Company a written account of
its administration of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or resignation
setting forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and investments
purchased and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year or
as of the date of such removal or resignation, as



                                    Page 14
<PAGE>   15

the case may be. The Company may approve such account by an instrument in
writing delivered to the Trustee. In the absence of the Company's filing with
the Trustee objections to any such account within one hundred and eighty (180)
days after its receipt, the Company shall be deemed to have so approved such
account. In such case, or upon the written approval by the Company of any such
account, the Trustee shall, to the extent permitted by law, be discharged from
all liability to the Company for its acts or failures to act described by such
account. The foregoing, however, shall not preclude the Trustee from having its
accounting settled by a court of competent jurisdiction. The Trustee shall be
entitled to hold and to commingle the assets of the Trust in one Fund for
investment purposes but at the direction of the Company prior to a Change in
Control, the Trustee shall create one or more sub-accounts.

SECTION 10.     RESPONSIBILITY OF THE TRUSTEE

(a)      The Trustee shall act with the care, skill, prudence and diligence
         under the circumstances then prevailing that a prudent person acting in
         like capacity and familiar with such matters would use in the conduct
         of an enterprise of a like character and with like aims, provided,
         however, that the Trustee shall incur no liability to any person for
         any action taken pursuant to a direction, request or approval given by
         the Company which is contemplated by, and in conformity with, the terms
         of the Arrangements or this Trust and is given in writing by the
         Company. In the event of a dispute between the Company and a party, the
         Trustee may apply to a court of competent jurisdiction to resolve the
         dispute, subject, however to Section 2(d) hereof.

(b)      The Company hereby indemnifies the Trustee against losses, liabilities,
         claims, costs and expenses in connection with the administration of the
         Trust, unless resulting from the negligence or misconduct of Trustee.
         To the extent the Company fails to make any payment on account of an
         indemnity provided in this paragraph 10(b), in a reasonably timely
         manner, the Trustee may obtain payment from the Trust. If the Trustee
         undertakes or defends any litigation arising in connection with this
         Trust or to protect a Participant's or Beneficiary's rights under the
         Arrangements, the Company agrees to indemnify the Trustee against the
         Trustee's costs, reasonable expenses and liabilities (including,
         without limitation, attorneys' fees and expenses) relating thereto and
         to be primarily liable for such payments. If the Company does not pay
         such costs, expenses and liabilities in a reasonably timely manner, the
         Trustee may obtain payment from the Trust.

(c)      Prior to a Change in Control, the Trustee may consult with legal
         counsel (who may also be counsel for the Company generally) with
         respect to any




                                     Page 15
<PAGE>   16

         of its duties or obligations hereunder. Following a Change in Control
         the Trustee shall select independent legal counsel and may consult with
         counsel or other persons with respect to its duties and with respect to
         the rights of Participants or their Beneficiaries under the
         Arrangements.

(d)      The Trustee may hire agents, accountants, actuaries, investment
         advisors, financial consultants or other professionals to assist it in
         performing any of its duties or obligations hereunder and may rely on
         any determinations made by such agents and information provided to it
         by the Company.

(e)      The Trustee shall have, without exclusion, all powers conferred on the
         Trustee by applicable law, unless expressly provided otherwise herein.

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

SECTION 11.     COMPENSATION AND EXPENSES OF THE TRUSTEE

The Trustee's compensation shall be as agreed in writing from time to time by
the Company and the Trustee. The Company shall pay all administrative expenses
and the Trustee's fees and shall promptly reimburse the Trustee for any fees and
expenses of its agents. If not so paid, the fees and expenses shall be paid from
the Trust.


                                    Page 16
<PAGE>   17


SECTION 12.     RESIGNATION AND REMOVAL OF THE TRUSTEE

(a)      Prior to a Change in Control, the Trustee may resign at any time by
         written notice to the Company, which shall be effective sixty (60) days
         after receipt of such notice unless the Company and the Trustee agree
         otherwise. Following a Change in Control, the Trustee may resign only
         after the appointment of a successor Trustee.

(b)      The Trustee may be removed by the Company on sixty days (60) days
         notice or upon shorter notice accepted by the Trustee prior to a Change
         in Control. Subsequent to a Change in Control, the Trustee may only be
         removed by the Company with the consent of a majority of the
         Participants, both in number and account balances.

(c)      If the Trustee resigns within two years after a Change in Control, as
         defined herein, the Company with the consent of a majority both in
         number and account balances of the Participants may appoint a successor
         trustee. If the Company fails to act within a reasonable period of time
         following such resignation, the Trustee shall apply to a court of
         competent jurisdiction for the appointment of a successor Trustee or
         for instructions.

(d)      Upon resignation or removal of the Trustee and appointment of a
         successor Trustee, all assets shall subsequently be transferred to the
         successor Trustee. The transfer shall be completed within sixty (60)
         days after receipt of notice of resignation, removal or transfer,
         unless the Company extends the time limit.

(e)      If the Trustee resigns or is removed, a successor shall be appointed by
         the Company, in accordance with Section 13 hereof, by the effective
         date of resignation or removal under paragraph(s) (a) or (b) of this
         section. If no such appointment has been made, the Trustee may apply to
         a court of competent jurisdiction for appointment of a successor or for
         instructions. All expenses of the Trustee in connection with the
         proceeding shall be allowed as administrative expenses of the Trust.

SECTION 13.     APPOINTMENT OF SUCCESSOR

(a)      If the Trustee resigns or is removed in accordance with Section 12
         hereof, the Company may appoint, subject to Section 12, any third party
         national banking association with a market capitalization exceeding
         $100,000,000 to replace the Trustee upon resignation or removal. The
         successor Trustee shall have all of the rights and powers of the former
         Trustee, including ownership rights in the Trust. The former Trustee
         shall execute



                                    Page 17

<PAGE>   18

         any instrument necessary or reasonably requested by the Company or the
         successor Trustee to evidence the transfer.

(b)      The successor Trustee need not examine the records and acts of any
         prior Trustee and may retain or dispose of existing Trust assets,
         subject to Section 8 and 9 hereof. The successor Trustee shall not be
         responsible for and the Company shall indemnify and defend the
         successor Trustee from any claim or liability resulting from any action
         or inaction of any prior Trustee or from any other past event, or any
         condition existing at the time it becomes successor Trustee.

SECTION 14.     AMENDMENT OR TERMINATION

(a)      This Trust Agreement may be amended by a written instrument executed by
         the Trustee and the Company. Notwithstanding the foregoing, no such
         amendment shall conflict with the terms of the Arrangements or shall
         make the Trust revocable after it has become irrevocable in accordance
         with Section 1 hereof.

(b)      The Trust shall not terminate until the date on which Participants and
         their Beneficiaries have received all of the benefits due to them under
         the terms and conditions of the Arrangements.

(c)      Upon written approval of all Participants or Beneficiaries entitled to
         payment of benefits pursuant to the terms of the Arrangements, the
         Company may terminate this Trust prior to the time all benefit payments
         under the Arrangements have been made. After payment of all fees and
         expenses of the Trust, any remaining assets in the Trust at termination
         shall be returned to the Company.

(d)      This Trust Agreement may not be amended by the Company for two (2)
         years following a Change in Control without the written consent of a
         majority of the Participants, except when necessary to comply with
         legal or regulatory requirements necessary to maintain the tax deferred
         status of the Arrangements.

SECTION 15.     CHANGE IN CONTROL

(a)      For purposes of this Trust, the following terms shall be defined as set
         forth below:

         (1)    "Potential Change in Control" shall mean, as determined by the
Company in its discretion, any pending offer for the Company's outstanding
shares of common stock, or any pending offer to acquire the Company by merger or



                                     Page 18

<PAGE>   19

consolidation, or any other pending action or plan to effect a Change in Control
of the Company.

         (2)    Change in Control shall mean:

(A)      the acquisition by an individual, entity or group (within the meaning
         of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
         beneficial ownership of any capital stock of the Company if, after such
         acquisition, such Person beneficially owns (within the meaning of Rule
         13d-3 promulgated under the Exchange Act) 50% or more of either (x) the
         then-outstanding shares of common stock of the Company (the
         "Outstanding Company Common Stock") or - (y) the combined voting power
         of the then-outstanding securities of the Company entitled to vote
         generally in the election of directors (the "Outstanding Company Voting
         Securities"); provided, however, that for purposes of this subsection
         (i), the following acquisitions shall not constitute a Change in
         Control Event: (A) any acquisition directly from the Company (excluding
         an acquisition pursuant to the exercise, conversion or exchange of any
         security exercisable for, convertible into or exchangeable for common
         stock or voting securities of the Company, unless the Person
         exercising, converting or exchanging such security acquired such
         security directly from the Company or an underwriter or agent of the
         Company), (B) any acquisition by any employee benefit plan (or related
         trust) sponsored or maintained by the Company or any corporation
         controlled by the Company, or (C) any acquisition by any corporation
         pursuant to a Business Combination (as defined below) which complies
         with clauses (x) and (y) of subsection (C) of this definition; or

(B)      such time as the Continuing Directors (as defined below) do not
         constitute a majority of the Board (or, if applicable, the Board of
         Directors of a successor corporation to the Company), where the term
         "Continuing Director" means at any date a member of the Board (x) who
         was a member of the Board on the date of the initial adoption of this
         Plan by the Board or (y) who was nominated or elected subsequent to
         such date by at least a majority of the directors who were Continuing
         Directors at the time of such nomination or election or whose election
         to the Board was recommended or endorsed by at least a majority of the
         directors who were Continuing Directors at the time of such nomination
         or election; provided, however, that there shall be excluded from this
         clause (y) any individual whose initial assumption of office occurred
         as a result of an actual or threatened election contest with respect to
         the election or removal of directors or other actual or threatened
         solicitation of proxies or consents, by or on behalf of a person other
         than the Board; or



                                    Page 19
<PAGE>   20


(C)      the consummation of a merger, consolidation, reorganization,
         recapitalization or statutory share exchange involving the Company or a
         sale or other disposition of all or substantially all of the assets of
         the Company (a "Business Combination"), unless, immediately following
         such Business Combination, each of the following two conditions is
         satisfied: (x) all or substantially all of the individuals and entities
         who were the beneficial owners of the Outstanding Company Common Stock
         and Outstanding Company Voting Securities immediately prior to such
         Business Combination beneficially own, directly or indirectly, more
         than 50% of the then-outstanding shares of common stock and the
         combined voting power of the then-outstanding securities entitled to
         vote generally in the election of directors, respectively, of the
         resulting or acquiring corporation in such Business Combination (which
         shall include, without limitation, a corporation which as a result of
         such transaction owns the Company or substantially all of the Company's
         assets either directly or through one or more subsidiaries) (such
         resulting or acquiring corporation is referred to herein as the
         "Acquiring Corporation") in substantially the same proportions as their
         ownership of the Outstanding Company Common Stock and Outstanding
         Company Voting Securities, respectively, immediately prior to such
         Business Combination and (y) no Person (excluding the Acquiring
         Corporation or any employee benefit plan (or related trust) maintained
         or sponsored by the Company or by the Acquiring Corporation)
         beneficially owns, directly or indirectly, 50% or more of the
         then-outstanding shares of common stock of the Acquiring Corporation,
         or of the combined voting power of the then-outstanding securities of
         such corporation entitled to vote generally in the election of
         directors (except to the extent that such ownership existed prior to
         the Business Combination).


For purposes of the Section 15, Board approval shall be considered the same as
"shareholder or shareowner" approval as may be required under federal or state
law.

SECTION 16.     MISCELLANEOUS

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

(b)      The Company hereby represents and warrants that all of the Arrangements
         have been established, maintained and administered in accordance with
         all applicable laws, including without limitation, ERISA. The Company
         hereby indemnifies and agrees to hold the Trustee harmless from all
         liabilities, including attorney's fees, relating to or arising out of
         the



                                    Page 20
<PAGE>   21


         establishment, maintenance and administration of the Arrangements.
         To the extent the Company does not pay any of such liabilities in a
         reasonably timely manner, the Trustee may obtain payment from the
         Trust.

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

(d)      This Trust Agreement shall be governed by and construed in accordance
         with the laws of Massachusetts.

IN WITNESS WHEREOF, this Grantor Trust Agreement has been executed on behalf of
the parties hereto on the day and year first above written.

RSA SECURITY, INC.                               TRUSTEE

By:  /S/ JOHN F. KENNEDY                         By:  /S/ BEVERLY H. WOOD
     -----------------------------                    --------------------------

Its:  CHIEF FINANCIAL OFFICER                    Its:  SENIOR VICE PRESIDENT


ATTEST:                                          ATTEST:

By:  /S/ KATHRYN L. LEACH                        By:  /S/ JOHN N. SMITH, III
     -----------------------------                    --------------------------

Its:  ASSISTANT SECRETARY                        Its:  ASSISTANT SECRETARY




                                    Page 21