EATON CORP
EXHIBIT 10P
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>18
<FILENAME>a4358939-10p.txt
<DESCRIPTION>EXHIBIT 10P
<TEXT>

                                Eaton Corporation
                         2002 Annual Report on Form 10-K
                                   Item 15 (c)
                                 Exhibit 10 (p)


              Eaton Corporation Trust Agreement - Outside Directors

     This Trust Agreement (the "Trust Agreement") is made this 6th day of
December, 1996, by and between Eaton Corporation (the "Company"), an Ohio
corporation with its principal offices at Eaton Center, 1111 Superior Avenue,
Cleveland, Ohio 44114 and Wachovia Bank of North Carolina, N.A. (the "Trustee")
with its principal office in Winston-Salem, North Carolina.

                                    Recitals

(a)  WHEREAS, the Company has adopted the nonqualified deferred compensation
     plans, programs and agreements as listed in Attachment A (individually a
     "Plan" and collectively the "Plans");

(b)  WHEREAS, the Company has incurred or expects to incur liability under the
     terms of the Plans with respect to the Participants;

(c)  WHEREAS, the Company has previously established a trust agreement (the
     "Prior Trust") between Eaton Corporation and National City Bank, as trustee
     (the "Prior Trustee") dated April 22, 1987;

(d)  WHEREAS, the Prior Trust is revocable by the Company at any time prior to a
     change of control and the Company has determined to revoke such Prior Trust
     and to remove the Prior Trustee as Trustee;

(e)  WHEREAS, the Board of Directors of the Company has authorized the
     establishment of a grantor trust to be used to fund certain deferred
     compensation obligations under the Plans;

(f)  WHEREAS, the Company intends to contribute assets to the Trust that shall
     be held subject to the claims of the Company's creditors in the event of
     the Company's Insolvency, as herein defined, until paid to Participants in
     such manner and at such times as specified in the Plans and in this Trust
     Agreement;

(g)  WHEREAS, it is the intention of the Company to make contributions to the
     Trust to provide itself with a source of funds to assist it in satisfying
     its liabilities under the Plans;

(h)  WHEREAS, it is the intention of the parties that the Trust shall constitute
     an unfunded arrangement and shall not affect the status of the Plans as
     unfunded plans 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.

                                       1
<PAGE>

     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

1.01 Appointment of Trustee. The Company hereby appoints Wachovia Bank of North
     Carolina, N.A., a national banking association with trust powers, to serve
     as Trustee for the Trust under the terms of this Trust Agreement, and the
     Trustee hereby accepts its appointment. The Trust shall be called the Eaton
     Corporation Grantor Trust Agreement dated__________, 1996, and shall be
     effective on the same date.

1.02 Grantor Trust. The Trust is intended to be a grantor trust, of which the
     Company is the grantor, within the meaning 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.

1.03 Revocability. The Trust shall be irrevocable by the Company at any time
     after the first to occur of one year from the date hereof, a Change of
     Control or such other date as shall be mutually agreeable to the Company
     and the Trustee. Prior to that date, the Trust shall be unilaterally
     revocable by the Company.

1.04 Deposit of Trust Assets. The Company hereby deposits $1,000 with the
     Trustee, in trust, which shall become the initial principal of the Trust,
     and the Company may at any time make additional deposits with the Trustee
     of cash or other property in accordance with the Trust Agreement. All such
     deposits shall be held, administered and disposed of by the Trustee as
     provided in the Trust Agreement.

1.05 Use of Trust Assets. The principal of the Trust, and any earnings thereon,
     shall be held separate and apart from other funds of the Company and,
     except as otherwise expressly provided herein, shall be used exclusively
     for the uses and purposes of Participants, general creditors of the Company
     and Trust expenses, in each case as herein set forth. Plan participants and
     their beneficiaries shall have no preferred claim on, or any beneficial
     ownership interest in, any assets of the Trust. All rights created under
     the Plans and Trust shall be unsecured rights of Participants against the
     Company. Any assets held by the Trust will be subject to the claims of the
     Company's general creditors under federal and state law in the event of
     Insolvency, as defined herein.

1.06 Agent. At the effective date of this Trust or at such time as may be
     determined by the Company, the Company may designate an agent (the "Agent")
     for administering the Plans. The Agent may be the Trustee or a third party
     professional administrator familiar with deferred compensation Plans, and
     shall perform record keeping and administrative duties. If the Company
     fails to appoint an Agent, then the Company shall perform those duties.
     Following a Change of Control or a Failure to Pay, the Trustee shall
     appoint the Agent (who may have been the Agent prior to the Change of
     Control), and the Company may no longer perform the record keeping and
     administrative duties. The Trustee may be protected from acting upon advice
     or direction of the Agent within its area of responsibility to the same
     extent that it could rely upon advice or direction from the Company.

                                       2
<PAGE>

Section 2       Benefit Schedule and Plans

2.01 Plans. Within 30 days after the effective date of this Trust, the Company
     shall provide the Trustee with complete, current copies of the Plans. The
     Company shall provide the Trustee with all changes to these Plans within 30
     days after such changes are effective. The Company shall also furnish the
     Trustee, upon the Trustee's request, such information as the Trustee shall
     deem necessary for its determination under Section 2.06. The Trustee is
     authorized to rely on the latest copy of the Plans provided to it by the
     Company, provided that any Plan amendments submitted to the Trustee may not
     be inconsistent with the plan amendment provisions of those Plans.

2.02 Benefit Schedule - Contents. The Company shall provide a schedule (the
     "Benefit Schedule") to the Trustee and to each Participant as it relates to
     that Participant, indicating (i) the amounts payable to or in respect of
     each Participant under each Plan, or providing formulae or instructions
     acceptable to the Trustee, utilizing readily determinable and objective
     information, for determining such amounts, (ii) the form in which such
     amounts are to be paid (as provided for or available under the Plans) or
     the method of determining such form of payment, and (iii) the timing of
     such payments or the method of determining such timing, (iv) Beneficiary
     designations for each Participant, and (v) any other information within the
     possession or control of the Company reasonably necessary for the Trustee
     to use to determine benefits under the Trust.

2.03 Benefit Schedule - When Furnished. A copy of the Benefit Schedule is
     attached hereto as Attachment B and is hereby made a part of this Trust
     Agreement. The Company shall provide a current version of the Benefit
     Schedule (i) not later than 45 days after the end of each calendar year,
     (ii) following a Proposed Change of Control and before a Change of Control,
     as of the date of the Proposed Change of Control, (iii) within 45 days
     after a Change of Control or a Failure to Pay, as of the date of such event
     and (iv) at such other times as may in the judgment of the Company be
     appropriate in view of any change in circumstances.

2.04 Amendments to Attachment A. Not later than 45 days after the end of each
     calendar year and at such other times as may in the judgment of the Company
     be appropriate, the Company shall furnish to the Trustee and to each
     affected Participant (as it pertains to such Participant) any amendment to
     Attachment A and any corresponding amendment to the Benefit Schedule
     required as a result of such amendment to Attachment A.

2.05 Agreement Between Company and Participant. If the Company and each
     Participant do not agree upon the Benefit Schedule, as it may be updated
     from time to time as provided in Sections 2.03 and 2.04, and any amendment
     to Attachment A, as the same pertains to the Participant's benefits, then
     the provisions of Section 2.06 shall control.

2.06 Trustee Resolves Disagreement. Upon written notification to the Trustee by
     the Company or any Participant of the failure of the Company and such
     Participant to agree as provided in Section 2.05, the Trustee shall, to the
     extent necessary in the sole judgment of the Trustee, (i) recompute the
     amount payable hereunder to any Participant, as set forth in the Benefit
     Schedule, and (ii) notify the Company and the Participant in writing of its
     computations. Thereafter, this Trust Agreement and the Benefit Schedule
     shall be amended to the extent of such Trustee determinations without
     further action; provided, however, that the failure of the Company to
     furnish any amendment, restatement or successor to the Plans, or
     compensation or other information shall in no way diminish the rights of
     any Participant hereunder or thereunder. If the Trustee has not completed
     its recomputation within 30 days after receipt of written notification of
     the failure of the Company and the Participant to agree, as provided above,
     the Trustee shall make any payments to the Participant from his or her
     account hereunder, in accordance with the terms hereof, based upon the
     Benefit Schedule which is in effect at that time. Following the
     recomputation, any overpayments by reason of the foregoing shall be repaid
     to the Trust without interest. The Trustee, however, shall have no
     obligation to enforce repayment of any such overpayments, nor shall it
     incur any liability to any party whatsoever, including without limitation
     any liability to the Company or to any other Participant, for having made
     any such overpayment. The obligation to enforce repayment of any such
     overpayment shall rest solely with the Company.

                                       3
<PAGE>

Section 3       Contributions to the Trust

3.01 No Company Obligation. The Company may make contributions to the Trust to
     provide assets for payment of benefits under the Plans at such times as it
     shall determine in its sole discretion as grantor. The Company shall have
     no obligation to make contributions to the Trust, except as otherwise
     expressly provided in Section 3.03.

3.02 Allocation of Contributions. At the time it makes contributions to the
     Trust, the Company shall identify the Plans, or the Participant Plan
     accounts and the Plans, for which such contributions are made and the
     amount contributed for each such Participant Plan account or Plan. The
     amounts contributed for a Plan (as contrasted with the amounts contributed
     for Participant Plan accounts) shall be allocated among the accounts for
     the Participants in the Plan in proportion to the benefits accrued
     thereunder prior to 1996, and in proportion to those accrued thereunder in
     1996 or thereafter, as may be specified by the Company. If it is determined
     by the Trustee that the balance of a Participant's account for any Plan
     reflects Trust assets that will clearly never be required to pay benefits
     to the Participant, such excess assets shall be reallocated first in
     proportion to the balances of the separate accounts of the remaining
     Participants in that Plan, and after such Plan is fully funded, then in
     proportion to the balances of the separate accounts of the Participants in
     the other Plans.

3.03 Change of Control or Failure to Pay. Upon a Change of Control or a Failure
     to Pay as defined in clause (ii) of the definition of that term, the
     Company shall make a contribution to the Trust in an amount that is
     sufficient to fund 100% of the amount necessary to pay each Participant the
     benefits to which the Participant would be entitled pursuant to the terms
     of the Plans as of the date of the Change of Control or such Failure to
     Pay.

                                       4
<PAGE>

3.04 Assets Contributed. Assets contributed by the Company to the Trust must be,
     in the sole and absolute discretion of the Trustee, easily liquidated.
     Equity securities must be traded on a national securities exchange or on
     the NASDAQ National Market System. Debt securities must be at least
     "investment grade" as that term is commonly used by the debt rating
     agencies. Subject to the foregoing, prior to a Change of Control or a
     Failure to Pay, the Company may contribute equity (but not debt) securities
     of the Company or any affiliate. Thereafter, the Company may not contribute
     such securities.

3.05 Expense Account. The Company may, in its sole and absolute discretion,
     deliver to the Trustee from time to time assets to be allocated to an
     account to be used to pay Trustee administrative and other expenses not
     included with the Trustee's fees as contemplated by Section 11.02 ("Expense
     Account"). All amounts in the Expense Account, including contributions and
     earnings thereon, may be used only for these purposes. Notwithstanding the
     foregoing, upon a Change of Control or a Failure to Pay, the Company shall
     deliver an amount to the Trustee to be allocated to the Expense Account
     such that the amount in that account will then be $250,000.

Section 4         Payments to Participants

4.01 Prior to a Termination and Change of Control or a Failure to Pay.

              Prior to a Termination and Change of Control or a Failure to Pay:

     (a)  Distributions from the Trust shall be made by the Trustee to
          Participants only at the direction of the Company. The Company shall
          provide such directions annually for each Plan, and such directions
          (when considered together with payments to Participants by the Company
          from sources other than Trust assets) must provide for payments to
          Participants which are in accordance with the Benefit Schedule and the
          Plans. Such directions may not provide for distributions from a
          Participant's Plan account which bear a greater proportion to the
          total payment then being made to the Participant, than the amount in
          the Participant's Plan account under the Trust bears to the Plan
          Participant's accrued benefit under the Plan ("Prorata Payment"). If
          no directions are given or if the directions provide for a
          distribution from the Trust to a Participant which is less than a
          Prorata Payment, then in either case an amount necessary to achieve a
          Prorata Payment will be removed from the Participant's Plan account by
          the Trustee and reallocated amongst the accounts of all the
          Participants in the Plan in proportion to the balances in their
          respective accounts, including the Participant from whom the Trustee
          removed an amount in accordance with this sentence.

     (b)  The Company may make benefit payments pursuant to the Plans (other
          than distributions from the Trust) directly to Participants as the
          payments become due, or it may remit the amount needed for such
          payments to the Trustee, in which case the Trustee will make such
          payments. The Company shall notify the Trustee of its decision prior
          to the time amounts are payable to the Participant. The Company shall
          be responsible for all tax withholdings and reportings for payments it
          makes. The Trustee shall make all tax withholdings or payments from
          the Trust assets. Such withholdings shall be remitted to the tax
          authorities, or to the Company for remission to the tax authorities,
          as the Trustee and the Company may agree.

                                       5
<PAGE>

4.02 After a Termination and Change of Control or a Failure to Pay.

     (a)  Notwithstanding anything herein to the contrary, upon the occurrence
          of a Termination and Change in Control, the Participants shall be
          entitled to receive from the Trust the payments provided in Section
          4.02(c).

     (b)  Notwithstanding anything herein to the contrary, upon the occurrence
          of a Failure to Pay, each Participant covered by the situation
          described in clause (i) of the definition of Failure to Pay, or each
          of the Participants in the event of a situation described in clause
          (ii) of that definition, as the case may be, shall be entitled to
          receive from the Trust the payments as provided in Section 4.02(c).

     (c)  No later than the first to occur of (i) six months following the date
          hereof for any person who is a Participant prior to the first of the
          events described in clause (i) or (ii), (ii) a Termination and Change
          in Control or a Failure to Pay for any person who is a Participant
          prior to the first of the events described in clause (i) or (ii), or
          (iii) the date upon which any person who is not a Participant prior to
          the first to occur of the events described in (i) or (ii) becomes a
          Participant, each Participant shall select one of the following
          payment alternatives with respect to each Plan, and payment shall be
          made to each such Participant in accordance with his or her selected
          alternative as provided in Sections 4.02(a) and 4.02(b):

               A lump sum payment of the full amount in the Participant's Plan
               account within 30 days following the Termination and Change in
               Control or Failure to Pay, as the case may be;

               Payment of the full amount in the Participant's Plan account in
               monthly, quarterly, semiannual or annual payments, over a period
               not to exceed fifteen years, as selected by the Participant at
               the time provided in the first paragraph of this Section 4.02(c),
               commencing within 30 days following the Termination and Change in
               Control or Failure to Pay, as the case may be, which are
               substantially equal in amount or in the number of share units
               being valued and paid or in the number of Eaton shares being
               distributed, except that earnings attributable to periods
               following Termination and Change in Control or Failure to Pay
               shall be included with each payment.

4.03 Tax Payments.

     (a)  Either before or after Termination and Change of Control or a Failure
          to Pay, if any Participant is determined to be subject to federal
          income tax on any amount to the credit of his or her account under any
          Plan prior to the time of actual payment hereunder, whether or not due
          to the establishment of or contributions to this Trust, a portion of
          such taxable amount equal to the taxes, including interest and
          penalties, owed on such taxable amount, shall be distributed by the
          Trustee from the Participant's Plan account to such Participant within
          thirty days after receipt of notice from the Participant, with a copy
          to the Company, setting forth the amount of such tax, interest and
          penalties and a certification by the Participant that such tax,
          interest and penalties have not otherwise been paid by the Company.

                                       6
<PAGE>

     (b)  For purposes of this Section 4.03, a Participant 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.

     (c)  An amount to the credit of a Participant's account shall be determined
          to be subject to federal income tax for purposes of this Section 4.03
          upon the earliest of: (i) a final determination by the United States
          Internal Revenue Service addressed to the Participant which is not
          appealed to the courts; (ii) a final determination by the United
          States Tax Court or any other federal court affirming any such
          determination by the Internal Revenue Service; or (iii) 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.

     (d)  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, 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 Service or by a lower court.
          The Company will reimburse any Participant for any interest or
          penalties in respect of tax claims hereunder upon receipt of
          documentation of same. In consideration of such undertaking, the
          Participant shall notify the Company and the Trustee promptly upon
          receipt by such Participant of any notification or communication,
          whether written or oral, from any taxing authority, or any
          representative or agent thereof, asserting that any amounts to the
          credit of such Participant are subject to tax prior to payment.

     (e)  Any distributions from the Trust to a Participant under this Section
          shall be applied in accordance with the provisions of the Plans to
          reduce the Company's liabilities to such Participant and/or
          Beneficiary under the Plan and the Benefit Schedule. Such reductions
          shall be made on a prorata basis over the term of benefit payments
          under the Plan and Benefit Schedule. Any such reduction shall be
          determined by the Company prior to a Change of Control or a Failure to
          Pay, and by the Trustee following such events.

4.04 Distribution Limit - Benefit Schedule Pursuant to Plan. Under no
     circumstances shall a Participant receive a distribution which is greater
     than the amount then credited to the Participant's Plan account under the
     Trust. Payments made in accordance with the Benefit Schedule shall be
     deemed to be pursuant to the Plans for purposes of the Trust.

                                       7
<PAGE>

4.05 Company Obligation Continues. Notwithstanding any distribution made to a
     Participant in accordance with this Section 4, the Company shall remain
     obligated to pay any amounts due the Participant under the Plans which have
     not been paid from the assets of the Trust.

Section 5         Payments to the Company

Except as otherwise expressly provided in this Trust Agreement (including
without limitation as provided in Section 1.03), 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 benefit payments have been made to
Participants pursuant to the terms of the Plans and the Benefit Schedule. If the
Trustee determines, in its sole and absolute discretion, that certain assets
will clearly never be required to pay benefits to the Participants, or to pay
Trust expenses, then such assets will be returned to the Company.

Section 6         Creditors and Insolvency

6.01 No Liens Created. Notwithstanding anything herein to the contrary, nothing
     in this Trust Agreement shall constitute a mortgage, lien, pledge, charge
     or security interest of any kind, or any other type of preferential
     arrangement that has the practical effect of creating a security interest
     ("Liens") with respect to any indebtedness of the Company the terms of
     which restrict the Company's ability to incur Liens.

6.02 Insolvency. The Trustee shall cease payment of benefits to Participants 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.

6.03 Claims of Creditors. 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.

     (a)  The Board of Directors or 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.

     (b)  Unless the Trustee has actual knowledge that the Company is Insolvent,
          or has received notice from the 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 the Company's
          solvency as may be furnished to the Trustee and that provides the
          Trustee with a reasonable basis for making a determination concerning
          the Company's Insolvency.

                                       8
<PAGE>

     (c)  If at any time the Trustee has determined that the Company is
          Insolvent, the Trustee shall discontinue payments to Participants and
          shall hold the assets of the Trust for the benefit of the Company's
          general creditors as a court of competent jurisdiction may direct.
          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 Plans or otherwise.

     (d)  The Trustee shall resume the payment of benefits to Participants 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).

6.04 Resumption of Payments. If the Trustee discontinues the payment of benefits
     from the Trust pursuant to Section 6.02 and subsequently resumes such
     payments, the first payment following such discontinuance shall include the
     aggregate amount of all payments due to Participants under the terms of the
     Plans for the period of such discontinuance, less the aggregate amount of
     any payments made to Participants by the Company in lieu of the payments
     provided for hereunder during any such period of discontinuance.

Section 7         Investment Authority

7.01 General Authority and Investment Guidelines. In no event shall any rights
     associated with assets of the Trust be exercisable by or rest with
     Participants. Except as otherwise expressly provided herein, all rights
     associated with assets of the Trust shall be exercised by the Trustee or
     the person designated by the Trustee. The Trustee shall invest and reinvest
     the principal and income of the Trust, without distinction between
     principal and income, in accordance with the investment guidelines as may
     be furnished by the Company from time to time prior to Termination and
     Change of Control or a Failure to Pay. Each Plan may have investment
     guidelines which are different from those of other Plans. The Company may
     amend, from time to time and in its sole and absolute discretion, the
     investment guidelines of each Plan prior to a Change of Control or a
     Failure to Pay. Following a Termination and Change of Control or a Failure
     to Pay, the Trustee is authorized, in its sole and absolute discretion, but
     subject to the fiduciary standards set forth below, to disregard the
     investment guidelines furnished to the Trustee by the Company.

7.02 Company May Appoint Investment Manager. Prior to a Termination and Change
     of Control or a Failure to Pay, the Company shall have the right to direct
     the Trustee in accordance with this Section.

     (a)  The Company may from time to time direct the Trustee to segregate all
          or any portion of the Trust assets 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. Members of the investment committee may be employees of the
          Company, but may not be Participants. In exercising its
          responsibilities hereunder, any such investment managers or investment
          committee shall have the same duties of loyalty and care as the
          Trustee would have in connection with investment of Trust assets.

                                       9
<PAGE>

     (b)  After the appointment of an investment manager in accordance with
          Section 7.02(a), 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, unless the Trustee
          determines that such directions, if implemented, would not be in
          accordance with the requirements of this Trust Agreement or with the
          standard of conduct for a fiduciary imposed by the Employee Retirement
          Income Security Act of 1974, as amended.

     (c)  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
          U.S. Treasury Bills, commercial paper (including such forms of
          commercial paper as may be available through the Trustee) which are
          rated _________ or higher by ______________, certificates of deposit
          (including certificates issued by the Trustee in its separate
          corporate capacity) issued by a commercial bank organized and existing
          under the laws of the United States or any state thereof having a
          combined capital of at least [$1 billion], and similar types of
          securities, with a maturity not to exceed one year. The Trustee shall
          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 investments and directed distributions.

     (d)  The Company may from time to time direct the Trustee with respect to
          the voting of any trust assets.

7.03          Trustee Duties and Delegation.  Following a Change of Control or a
              Failure to Pay:

     (a)  In exercising its discretion to manage the investment of the Trust
          assets, the Trustee shall consider the needs of the Plans, the need
          for matching of the Trust assets with the liabilities of the Plans and
          the duty of the Trustee to act solely in the best interests of the
          Participants.

     (b)  The Trustee shall have the right, in its sole and absolute 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, in its sole and absolute discretion to remove any such
          investment manager.

7.04 Company may Substitute Assets. The Company shall have the right at any
     time, and from time to time and in its sole and absolute discretion, to
     substitute assets of equal fair market value for any asset held by the
     Trust, provided that such assets satisfy the requirements of Section 3.04.
     This right is exercisable by the Company in a nonfiduciary capacity without
     the approval or consent of any person in a fiduciary capacity.

                                       10
<PAGE>

7.05 Commingling. Subject to the investment guidelines for each Plan, the
     Trustee is hereby authorized to commingle any or all of the assets of the
     Plans for investment purposes. The Trustee, however, shall maintain the
     investment results separately by Plan, and the investment experience of
     each Plan shall be maintained and allocated to each Plan separately as
     earnings. The investment experience of a Plan shall not be shared with
     other Plans for purposes of this Trust.

7.06 Asset Rights. All rights associated with assets of the Trust shall be
     exercised only as expressly provided herein.

Section 8         Permissible Investments and Additional Authority

Subject to the investment guidelines while in effect in accordance with the
terms of this Agreement and to the fiduciary duties of the Trustee as provided
herein, the Trustee shall have the power in connection with the Trust in its
sole and absolute discretion:

     (a)  To invest and reinvest in any readily marketable common and preferred
          stocks, bonds, notes, debentures and convertible stocks and securities
          (including any such equity securities of the Company, but not
          including any debt securities of the Company or any stock or security
          of the Trustee other than a de minimis amount held in a collective or
          mutual fund), certificates of deposit or demand or time deposits
          (including any such deposits with the Trustee) and shares of
          investment companies and mutual funds (including mutual funds
          maintained by the Trustee), without being limited to the classes or
          property in which the Trustee is 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 Trust Assets;

     (b)  To enter into interest rate, equity and currency exchange or swap
          transactions, cap transactions, commodity swaps, collar transactions,
          interest rate options, forward foreign exchange transactions, floor
          transactions or any other similar transaction; provided, however, that
          none of such transactions may involve leveraged financial instruments,
          instruments bought or sold solely for the purpose of earning a profit
          due to changes in the market price of the instruments, or counter
          parties which are not major international financial institutions;

     (c)  To invest and reinvest all or any portion of the Trust assets
          collectively through the medium of any common, collective or
          commingled trust fund that may be established and maintained by the
          Trustee, subject to the instrument or instruments establishing such
          trust fund or funds and with the terms of such instrument or
          instruments, as from time to time amended, being incorporated into
          this Trust Agreement to the extent of the equitable share of the Trust
          in any such common collectively or commingled trust fund;

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

     (e)  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;

                                       11
<PAGE>

     (f)  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 an person;

     (g)  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 and any assessments
          levied with respect to any such property so deposited;

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

     (i)  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;

     (j)  To exercise the right to vote any securities or other property held by
          it, except as otherwise provided in Section 7.02(d);

     (k)  Solely for the benefit of Participants and subject to the provisions
          of any agreements relating to indebtedness of the Company existing
          prior to a Change of Control or a Failure to Pay, to borrow money from
          others, including the Company, in such amounts and for such terms as
          are advisable, to issue its promissory note or notes therefor, and to
          secure the repayment thereof by pledging any property held by it;

     (1)  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 Trust assets to the extent not paid by the
          Company;

     (m)  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 nominees 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 Trust 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 assets;

     (n)  To settle, compromise or submit to arbitration any claims, debts or
          damages due or owing to or from the Trust, 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;

                                       12
<PAGE>

     (o)  To acquire, hold, retain and be the owner of any individual or group
          policies of life insurance, annuity contracts, and other property of
          any kind which policies are contributed to the Trust by the Company or
          are purchased by the Trustee as directed by the Company. To the extent
          that the Trustee is directed by the Company prior to a Change of
          Control or a Failure to Pay to invest part or all of the Trust assets
          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. 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 of Control or a
          Failure to Pay, be subject to the direction of the Company. The
          Trustee shall have all such rights, except that 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 Trustees, or to loan to any
          person the proceeds of any borrowing against an insurance policy held
          in the Trust. 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.

     (p)  To hold any other class of assets contributed by the Company that is
          deemed prudent by the Trustee, unless expressly prohibited herein;

     (q)  To form corporations or partnerships and to create trusts to hold
          title to any property, upon such terms and conditions as may be
          advisable;

     (r)  To hold all or part of the Trust uninvested;

     (s)  To sell, exchange or transfer any equity securities of the Company
          held by the Trust, provided that if the Trustee elects to sell,
          exchange or transfer any such equity securities, the Company must be
          offered the right of first refusal to engage in a transaction on terms
          at least equal to those offered the Trust in an open market
          transaction;

     (t)  Generally, to do all acts, whether or not expressly authorized, that
          the Trustee may deem necessary or desirable for the protection of the
          Trust assets or the administration of the Trust, including
          communicating with Participants.

Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement
or pursuant to applicable law, 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.

                                       13
<PAGE>

Section 9         Accounting by the Trustee

9.01 Accounting Records and Reports. The Trustee shall keep accurate and
     detailed records of all investments, receipts, disbursements and all other
     Trust transactions. All such records shall be open to reasonable inspection
     and audit by the Company and by any Participant. The Trustee shall deliver
     written reports of its administration of the Trust setting forth for each
     Participant, for each Plan and for the Trust in the aggregate:

     (a)  For the period covered by the report, all contributions, investments,
          receipts, disbursements and other transactions effected by it,
          including a description of all securities and investments purchased
          and sold and the cost or net proceeds of such purchases or sales
          (accrued interest paid or receivable being shown separately);

     (b)  All cash, securities and other property held at the beginning and at
          the end of the period covered by the report.

          The Trustee shall provide such reports as follows:

     (c)  To the Company, covering each of the first three quarters of each
          calendar year, beginning with the first calendar quarter ending after
          the effective date of this Trust Agreement, and provided within 60
          days following the close of each such quarter;

     (d)  To the Company and to each Participant, covering each calendar year,
          and provided within 60 days following the end of such year;

     (e)  To the Company and to each Participant, covering the period from the
          close of the last preceding year to the date of any resignation or
          removal of the Trustee, and provided within 60 days after such
          resignation or removal.

          In the absence of the Company's filing with the Trustee of objections
          to any such account within 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.

9.02 Separate Participant Accounts. The Trustee shall maintain a separate
     account for each Participant under each Plan. The Trustee shall credit or
     debit each Participant's account or accounts as appropriate to reflect his
     or her allocable portion of the Trust assets, as such Trust assets may be
     adjusted from time to time pursuant to the terms of this Trust Agreement,
     to reflect contributions, investment earnings and losses, and
     distributions. All contributions to the Trust shall be allocated in
     accordance with the terms of this Trust Agreement. Investment earnings and
     losses for each Plan shall be allocated to Participants' accounts under
     that Plan based on the proportion which each Participant account for that
     Plan bears to the total of all Participant accounts for that Plan. During
     the period that the Trust is revocable, the Trustee and the Company shall
     mutually agree upon procedures to assure the proper allocation of account
     balances in accordance with the requirements of this Section 9.02.

                                       14
<PAGE>

Section 10        Trustee Rights, Duties and Indemnification

10.01 Duties of Loyalty and Care. Following a Change of Control or a Failure to
     Pay, the Trustee shall act solely in the interest of and for the benefit of
     the Participants under the terms of the Plans and this Trust. At all times,
     whether before or after a Change of Control or a Failure to Pay, 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. 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 Plans, the Benefit Schedule or this Trust Agreement,
     and is given in writing by the Company.

10.02 Participant Payment Determinations. In making any determination required
     or permitted to be made by the Trustee concerning any distribution to
     Participants, the Trustee shall, in each such case, reach its own
     independent determination, in its absolute and sole discretion, as to the
     Participant's entitlement to the payment under the Plans, the Benefit
     Schedule and this Trust Agreement. The Company waives any right to contest
     any amount distributed 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. The Trustee shall, to the
     maximum extent permitted by applicable law, be fully protected and held
     harmless in making such payments.

10.03 No Legal Action by Trustee. Following a Change of Control or a Failure to
     Pay, 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 any determination required to
     be made by the Trustee hereunder in the place and stead of the Trustee.

10.04 Indemnification. Unless the Trustee has been negligent or engaged in
     misconduct, the Company hereby indemnifies the Trustee against losses,
     liabilities, claims, costs and expenses (other than costs and expenses
     included in the standard fee schedule) incurred in connection with the
     administration of the Trust, including (a) liability to which the Trustee
     may be subjected by carrying out any directions of an investment manager
     (except for an affiliated investment manager appointed pursuant to Section
     7.03(b)) or investment committee issued pursuant hereto, (b) liability for
     failure to act in the absence of directions of the investment manager
     (except for an affiliated investment manager appointed pursuant to Section
     7.03(b)) or investment committee and (c) liability for all expenses
     reasonably incurred by the Trustee if it undertakes or defends any
     litigation arising in connection with this Trust or to protect a
     Participant's rights under the Plans.

                                       15
<PAGE>

10.05 Counsel. Prior to a Change of Control or Failure to Pay, the Trustee may
     consult with legal counsel (who may also be counsel for the Company
     generally) with respect to any of its duties or obligations hereunder.
     Following a Change of Control or Failure to Pay, 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
     under the Plans.

10.06 Agents. 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, provided the
     Trustee has not breached its duties in selecting or retaining such persons,
     may rely on any determinations made by such agents to the same extent as if
     such determinations had been made by the Trustee. The use of such persons
     shall not entitle the Trustee to any additional compensation to the extent
     that the services of such agents are included in the Trustee's standard fee
     schedule.

10.07 Powers. The Trustee shall have, without exclusion, all powers conferred on
     the Trustee by applicable law, unless expressly provided otherwise herein,
     except that 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 Regulation promulgated pursuant to the Internal Revenue
     Code.

Section 11        Compensation and Expenses of the Trustee

11.01 Taxes. With respect to any taxes levied or assessed upon the Trust, the
     Trustee at the Company's expense or the Company, whichever may be elected
     by the Company, may contest the validity of such taxes in any manner deemed
     appropriate by the Company. The Company shall pay any taxes of any and all
     kinds whatsoever, which at any time are levied or assessed upon or become
     payable with respect of the Trust, the income or any property forming a
     part thereof, or any security transaction pertaining thereto. To the extent
     that any taxes levied or assessed upon the Trust are not paid by the
     Company when due, the Trustee shall pay such taxes out of the Trust assets.
     The Trustee shall notify each Participant in writing of the failure of the
     Company to pay taxes.

11.02 Fees and Expenses. The Trustee shall be paid compensation by the Company
     in accordance with the Trustee's regular schedule of fees for trust
     services, as in effect from time to time, unless otherwise agreed by the
     Company and Trustee. The Trustee shall be reimbursed for its reasonable
     expenses related to management and administration of the Trust, including
     reasonable expenses incurred in connection with the appointment of a
     successor trustee, and reasonable compensation of counsel and any actuary
     or other agent engaged by the Trustee to assist it in such management and
     administration, to the extent not included in the regular schedule of fees
     for trust services.

                                       16
<PAGE>

11.03 Failure to Pay Fees and Expenses - Expense Account. If the Company does
     not pay the Trustee's fees and expenses as provided herein, then the
     Trustee may withdraw from the Expense Account the amounts required for
     payment of those fees and expenses (including taxes) to the extent there is
     a balance in the Expense Account. If there is an inadequate balance in the
     Expense Account, the Trustee may satisfy such obligation from the Trust
     assets and shall charge such to the appropriate Plan, or if there is no
     appropriate Plan, then it shall charge all Plans in proportion to the
     aggregate of the account balances or accrued benefits under the Plans. The
     Trustee shall notify all Participants or Beneficiaries of any failure by
     the Company to reimburse the Trust for fees and expenses payable hereunder.

Section 12        Resignation and Removal of the Trustee

12.01 Resignation. Prior to a Change of Control or a Failure to Pay, the Trustee
     may resign at any time by written notice to the Company, which shall be
     effective 90 days after receipt of such notice by the Company unless the
     Company and the Trustee agree otherwise. Following a Change of Control or a
     Failure to Pay, the Trustee may resign only after at least 90 days notice
     to the Company and the Participants and the effective appointment of a
     successor Trustee.

12.02 Removal. Prior to a Change of Control or a Failure to Pay, the Trustee may
     be removed by the Company with or without cause on 90 days notice or upon
     shorter notice acceptable to the Trustee. Subsequent to a Change of Control
     or a Failure to Pay, the Trustee may only be removed by the Company if both
     of the following conditions are satisfied:

     (a)  The Company shall give notice to the Trustee of its removal, the
          appointment of a successor Trustee and the acceptance by the successor
          of its appointment in writing.

     (b)  The Company shall then notify each Participant of the removal and
          designation of the successor Trustee, each Participant shall then vote
          for or against such action, and a majority of the Participants vote
          for such action.

12.03 Successor Trustee. The appointment of a successor trustee shall become
     effective upon agreement by it to assume the Agreement as Trustee, except
     that following a Change of Control or a Failure to Pay, the appointment of
     a successor trustee shall become effective only after the successor trustee
     has also been approved by a vote of the majority of all Participants.

12.04 Transfer of Assets. 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 90 days after the effective date of the resignation or removal,
     unless the Company extends the time limit.

Section 13        Successor Trustee

13.01 Qualifications of Successor Trustee. Any successor Trustee must be a bank
     or national banking association with a market capitalization exceeding $1
     billion. The successor Trustee shall have all of the rights and powers of
     the former Trustee. The former Trustee shall execute any instrument
     necessary or reasonably requested by the Company or the successor Trustee
     to evidence the appointment of the successor Trustee and the transfer of
     Trust assets to it.

                                       17
<PAGE>

13.02 Responsibilities. The successor Trustee need not examine the records and
     acts of any prior Trustee. 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 and Termination

14.01 Amendment. During the period that this Trust Agreement is revocable, it
     may be amended in any respect by the Company and the Trustee. Thereafter,
     this Trust Agreement may be amended only if such amendment does not have an
     adverse effect upon the Participants and their rights hereunder or if the
     amendment is approved in writing by 90% of all Participants. Any permitted
     amendment to this Trust Agreement shall be evidenced by a written
     instrument executed by the Trustee and the Company. Notwithstanding the
     foregoing, no amendment shall conflict with the terms of the Plans or shall
     make the Trust revocable after it has become irrevocable in accordance with
     its terms.

14.02 Termination. The Trust shall not terminate until the first to occur of (a)
     the date on which Participants have received all of the benefits due to
     them under the terms and conditions of the Plans, or (b) 90% of all
     Participants give their written approval to the termination of the Trust.
     Upon termination and the payment of all expenses, any assets remaining in
     the Trust shall be returned to the Company.

Section 15        Definitions.

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

"Agent" shall have the meaning set forth in Section 1.06.

"Benefit Schedule" shall have the meaning set forth in Section 2.02.

"Change of Control" shall mean:

     (a)  a tender offer shall be made and consummated for the ownership of
          securities of the Company representing 25% or more of the combined
          voting power of the Company's then outstanding voting securities,

     (b)  the Company shall be merged or consolidated with another corporation
          and as a result of such merger or consolidation less than 75% of the
          outstanding voting securities of the surviving or resulting
          corporation shall be owned in the aggregate by the former shareholders
          of the Company, other than affiliates (within the meaning of the
          Securities Exchange Act of 1934 (the "Exchange Act")) of any party to
          such merger or consolidation, as the same shall have existed
          immediately prior to such merger of consolidation;

                                       18
<PAGE>

     (c)  the Company shall sell substantially all of its assets to another
          corporation which is not a wholly owned subsidiary of the Company;

     (d)  any "person" (as such term is used in Sections 3(a)(9) and 13(d)(3) of
          the Exchange Act) is or becomes the beneficial owner, directly or
          indirectly, of securities of the Company representing 25% or more of
          the combined voting power of the Company's then outstanding
          securities; or

     (e)  during the period of two consecutive years, individuals who at the
          beginning of such period constitute the Board of Directors of the
          Company (the "Board") cease for any reason to constitute at least a
          majority thereof unless the election, or the nomination for election
          by the Company's shareholders, of each new director was approved by a
          vote of at least two-thirds of the directors then still in office who
          were directors at the beginning of the period.

     For purposes of this definition, ownership of voting securities shall take
     into account and include ownership as determined by applying the provisions
     of Rule 13d-3(d)(1)(i) of the Exchange Act (as then in effect).

     The Company shall advise the Trustee whether or not a Change of Control has
     occurred. The Trustee shall be entitled to rely upon such advice, but if
     the Trustee receives notice of a Change of Control from another source,
     then the Trustee shall make its own independent determination. "Expense
     Account" shall have the meaning set forth in Section 3.05.

     "Failure to Pay" shall mean that the circumstances described in either (i)
     or (ii) have occurred:

     (i)  Any Plan Participant shall have notified the Trustee and the Company
          in writing that the Company shall have failed to pay to the
          Participant, when due, either directly or by direction to the Trustee
          in accordance with the terms hereof, at least 75% of any and all
          amounts which the Participant was entitled to receive at any time in
          accordance with the terms of any Plan, the Benefit Schedule or this
          Trust Agreement, and that such amount remains unpaid. Such notice must
          set forth the amount, if any, which was paid to the Participant, and
          the amount which the Participant believes he or she was entitled to
          receive under the Plans, the Benefit Schedule and this Trust
          Agreement. Subject to Section 2.06, the failure to make such payment
          shall have continued for a period of 30 days after receipt of such
          notice by the Trustee and by the Company, and during such 30-day
          period the Company shall have failed to prove, by clear and convincing
          evidence as determined by the Trustee in its sole and absolute
          discretion, that such amount was in fact paid or was not due and
          payable; or

     (ii) More than two Plan Participants shall have notified the Trustee and
          the Company in writing, either individually or jointly, that they have
          not been paid, when due, amounts to which they are entitled under the
          Plans, the Benefit Schedule or this Trust Agreement, and that such
          amount remains unpaid. Each such notice must set forth the amount, if
          any, which was paid to the Participant, and the amount which the
          Participant believes he or she was entitled to receive under the
          Plans, the Benefit Schedule and this Trust Agreement. Within 15 days
          after receipt of each such notice, the Trustee shall determine, on a
          preliminary basis, whether any failure to pay such Participants has
          resulted in a failure to pay when due, directly or by direction, at
          least 75% of the aggregate amount due to all Participants under all
          the Plans, the Benefit Schedule and this Trust Agreement in any
          two-year period, and that such amount remains unpaid. Subject to
          Section 2.06, if the Trustee determines that such a failure has
          occurred, then it shall so notify the Company and the Participants in
          writing within the same 15-day period. Within a period of 20 days
          after receipt of such notice from the Trustee, the Company shall have
          failed to prove by clear and convincing evidence, in the sole and
          absolute discretion of the Trustee, that such amount was paid or was
          not due and payable.

                                       19
<PAGE>

"Insolvency" shall have the meaning set forth in Section 6.02.

"Liens" shall have the meaning set forth in Section 6.01

"Participant" shall mean the participants in the Plans, and any beneficiaries of
any participants who are no longer then surviving.

"Plan" shall have the meaning set forth in the first WHEREAS recital.

"Proposed Change of Control" shall mean:

     (a)  20 days after the commencement of a tender offer shall be made for the
          ownership of securities of the Company representing 25% or more of the
          combined voting power of the Company's then outstanding voting
          securities (unless such tender offer shall have been withdrawn);

     (b)  20 days after the commencement of solicitation of proxies or consents
          for a merger or consolidation with another corporation and as a result
          of such merger or consolidation, less than 75% of the outstanding
          voting securities of the surviving or resulting corporation would be
          owned in the aggregate by the former shareholder of the Company, other
          than the party and affiliates (within the meaning of the Exchange Act)
          of any party to such merger or consolidation, as the same shall have
          existed immediately prior to such merger or consolidation;

     (c)  upon the date that the Company shall have entered into an agreement to
          sell substantially all of its assets to another corporation which is
          not a wholly owned subsidiary of the Company;

     (d)  within 20 days after any "person" (as such term is used in Sections
          3(a)(9) and 13(d)(3) of the Exchange Act) becomes the beneficial
          owner, directly or indirectly, of securities of the Company
          representing 15% or more of the combined voting power of the Company's
          then outstanding securities, except for any employee benefit plan of
          the Company; or

                                       20
<PAGE>

     (e)  upon the date that individuals who, at the beginning of any period of
          two consecutive years, constitute the Board of Directors of the
          Company, cease for any reason to constitute at least 76% thereof,
          unless the election, or the nomination for election by the Company's
          shareholders, of each new director was approved by a vote of at least
          two-thirds of the directors then still in office who were directors at
          the beginning of the period.

     For purposes of this definition, ownership of voting securities shall take
     into account and include ownership as determined by applying the provisions
     of Rule 13d-3(d)(1)(i) of the Exchange Act (as then in effect).

"Prorata Payment" shall have the meaning set forth in Section 4.01(a).

"Termination and Change in Control" shall mean the termination of the employment
of a Participant for any reason whatsoever, either at the initiative of the
Company or the Participant, prior to a Change in Control if there is a
subsequent Change in Control, or the termination of employment of a Participant
for any reason whatsoever, either at the initiative of the Company or the
Participant, during the three-year period following a Change in Control.

Section 16        Miscellaneous

16.01 Company Obligation Continues. Notwithstanding any distribution made to a
     Participant in accordance with this Trust Agreement, the Company shall
     remain obligated to pay any amounts due the Participant under the Plans
     which have not been paid from the assets of the Trust.

16.02 Trustee Expenses. In discharging its responsibilities hereunder, the
     Trustee may consult with and make such inquiries of such persons, including
     Participants or Beneficiaries, the Company, the Agent, legal counsel,
     actuaries, third-party administrators or any other person the Trustee may
     reasonably deem necessary. Any reasonable expenses incurred by the Trustee
     in fulfilling its responsibilities 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. If charged to the Trust, the expenses shall first be
     charged to the Expense Account and if the assets of the Expense Account are
     insufficient shall be prorated to Participants and Beneficiaries.

16.03 Company Waiver or Right to Contest. If the Company breaches any of its
     obligations hereunder to provide funds, Plans, the Benefit Schedule or
     information to the Trustee, the Trustee shall enforce such obligations by
     legal action if necessary, the Company hereby waives its right to contest
     any such action by the Trustee and consents to the remedy of specific
     performance.

16.04 Severability. 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.

                                       21
<PAGE>

16.05 ERISA Compliance. The Company hereby represents and warrants that all of
     the Plans have been established, maintained and administered in accordance
     with all applicable laws, including without limitation, ERISA.

16.06 Alienation. 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.

16.07 Counterparts. This Trust Agreement may be executed in multiple copies,
     each of which shall for all purposes constitute an agreement, binding on
     the parties, and each party hereby covenants and agrees to execute all
     duplicates or replacement counterparts of this Trust Agreement as may be
     required.

16.08 Successors and Assigns. This Trust Agreement shall be binding upon and
     shall inure to the benefit of the parties, their respective successors and
     permitted assigns, and each party agrees, on behalf of itself, and its
     successors and permitted assigns, to execute any instruments which may be
     necessary or appropriate to carry out the purpose and intention of this
     Trust Agreement, and hereby authorizes and directs its successors and
     permitted assigns to execute any and all such instruments.

16.09 Notices. Notices required hereunder shall be deemed to have been given
     hereunder if delivered personally, by telecopy or sent by certified mail,
     postage prepaid, as follows:

      If to the Company:        Secretary
                                Eaton Corporation
                                Eaton Center
                                1111 Superior Avenue
                                Cleveland, Ohio 44114

      If to the Trustee:        Mr. Joe Long
                                Senior Vice President
                                Wachovia Bank of North Carolina
                                100 N. Main Street
                                Winston-Salem, NC 27150

      If to the Participants:   To their addresses as they may appear on the
                                records of the Company or the Trustee.

16.10 Governing Law. This Trust Agreement shall be governed by and construed in
     accordance with the laws of North Carolina.


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</DOCUMENT>
