MASTER TRUST AGREEMENT

 

FHP INTERNATIONAL CORPORATION
MASTER TRUST AGREEMENT

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EFFECTIVE JANUARY 1, 1996

                                MASTER TRUST AGREEMENT

                                  Table of Contents

Article                                                                     Page
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ARTICLE 1  Name, Intentions, Irrevocability, Deposit and Definitions......... 1

    1.1  Name...............................................................  1
    1.2  Intentions.........................................................  1
    1.3  Irrevocability; Creditor Claims....................................  2
    1.4  Initial Deposit....................................................  2
    1.5  Additional Definitions.............................................  2
    1.6  Grantor Trust......................................................  5

ARTICLE 2  General Administration............................................ 5

    2.1  Committee Directions and Administration Before Change of Control...  5
    2.2  Administration Upon Change of Control..............................  6
    2.3  Contributions......................................................  7
    2.4  Sub-Trust..........................................................  7
    2.5  Distribution of Excess Sub-Trust Funds to Employers................  7

ARTICLE 3  Powers and Duties of Trustee...................................... 7

    3.1  Investment Directions..............................................  7
    3.2  Investment Upon Change of Control..................................  8
    3.3  Management of Investments..........................................  8
    3.4  Securities......................................................... 10
    3.5  Substitution....................................................... 11
    3.6  Distributions...................................................... 11
    3.7  Trustee Responsibility Regarding Payments on Insolvency............ 13
    3.8  Costs of Administration............................................ 15
    3.9  Trustee Compensation and Expenses.................................. 15
    3.10  Professional Advice............................................... 16
    3.11  Payment on Court Order............................................ 16
    3.12  Protective Provisions............................................. 16
    3.13  Indemnifications.................................................. 16

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ARTICLE 4  Insurance Contracts.............................................. 17

    4.1  Types of Contracts................................................. 17
    4.2  Ownership.......................................................... 17
    4.3  Restrictions on Trustee's Rights................................... 17

ARTICLE 5  Trustee's Accounts............................................... 18

    5.1  Records............................................................ 18
    5.2  Annual Accounting; Final Accounting................................ 18
    5.3  Valuation.......................................................... 19
    5.4  Delegation of Duties............................................... 19

ARTICLE 6  Resignation or Removal of Trustee................................ 19

    6.1  Resignation; Removal............................................... 19
    6.2  Successor Trustee.................................................. 20
    6.3  Settlement of Accounts............................................. 20

ARTICLE 7  Controversies, Legal Actions and Counsel......................... 20

    7.1  Controversy........................................................ 20
    7.2  Joinder of Parties................................................. 20
    7.3  Employment of Counsel.............................................. 21

ARTICLE 8  Insurers......................................................... 21

    8.1  Insurer Not a Party................................................ 21
    8.2  Authority of Trustee............................................... 21
    8.3  Contract Ownership................................................. 21
    8.4  Limitation of Liability............................................ 21
    8.5  Change of Trustee.................................................. 21

ARTICLE 9  Amendment and Termination........................................ 22

    9.1  Amendment.......................................................... 22
    9.2  Final Termination.................................................. 23

ARTICLE 10  Miscellaneous................................................... 24

    10.1  Directions Following Change of Control............................ 24
    10.2  Taxes............................................................. 24

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    10.3  Nonassignability; Nonalienation................................... 24
    10.4  The Plan.......................................................... 24
    10.5  Applicable Law.................................................... 25
    10.6  Notices and Directions............................................ 25
    10.7  Successors and Assigns............................................ 25
    10.8  Gender and Number................................................. 25
    10.9  Headings.......................................................... 25
    10.10  Counterparts..................................................... 25
    10.11  Beneficial Interest.............................................. 25
    10.12  Effective Date................................................... 26

                                        -iii-

                                MASTER TRUST AGREEMENT
                                         FOR
                            FHP INTERNATIONAL CORPORATION
                               EXECUTIVE DEFERRAL PLANS

         THIS MASTER TRUST AGREEMENT ("Master Trust Agreement") is made and
entered into as of January 1, 1996, between FHP International Corporation, a
Delaware corporation (the "Company"), and Wells Fargo Bank, N. A. (the
"Trustee"), to evidence the master trust (the "Trust") to be established,
pursuant to those executive deferral plans of the Company now or hereafter
existing that require the establishment of a trust, for the benefit of a select
group of management, highly compensated employees and Directors who contribute
materially to the continued growth, development and business success of the
Company and those subsidiaries of the Company, if any, that participate in the
Plans.

                                      ARTICLE 1

                          NAME, INTENTIONS, IRREVOCABILITY,
                               DEPOSIT AND DEFINITIONS

         1.1 NAME.  The name of the Trust created by this Agreement (the
"Trust") shall be:

                              MASTER TRUST AGREEMENT FOR
                FHP INTERNATIONAL CORPORATION EXECUTIVE DEFERRAL PLANS

         1.2 INTENTIONS.  The Company wishes to establish the Trust and to
contribute to the Trust assets that shall be held therein, subject to the claims
of the Company's and the Subsidiaries' creditors in the event of their
Insolvency (as defined below) until paid to Participants and their Beneficiaries
in such manner and at such times as specified in the Plans.  It is the intention
of the parties that this Trust shall constitute an unfunded arrangement and
shall not affect the status of the Plans as unfunded plans maintained for the
purpose of providing supplemental compensation for a select group of management,
highly compensated employees and/or Directors for purposes of Title I of ERISA
(as defined below).  In addition, it is the intention of the Company and the
Subsidiaries to make contributions to the Trust to provide themselves with a
source of funds to assist them in the meeting of their liabilities under the
Plans.

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         1.3 IRREVOCABILITY; CREDITOR CLAIMS.  The Trust hereby established
shall be irrevocable.  Except as otherwise provided in Sections 2.5 and 9.2, the
principal of the Trust, and any earnings thereon, shall be held separate and
apart from other funds of the Company and the Subsidiaries and shall be used
exclusively for the uses and purposes of the Participants and the general
creditors of the Company and the Subsidiaries as herein set forth.  The
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 Plans and this Master Trust Agreement shall be mere unsecured
contractual rights of the Participants and their Beneficiaries against the
Company and the Subsidiaries.  Any assets held by the Trust will be subject to
the claims of the Company's and the Subsidiaries' general creditors under
federal and state law in the event of Insolvency.

         1.4 INITIAL DEPOSIT.  The Company hereby deposits with the Trustee in
trust $100, which shall become the principal of the Trust to be held,
administered and disposed of by the Trustee as provided in this Master Trust
Agreement.

         1.5 ADDITIONAL DEFINITIONS.  In addition to the definitions set forth
above, for purposes hereof, unless otherwise clearly apparent from the context,
the following terms have the following indicated meanings:

              (a)  "Beneficiary" shall mean one or more persons, trusts,
    estates or other entities, designated in accordance with a Plan, that are
    entitled to receive benefits under a Plan upon the death of a Participant.

              (b)  "Board" shall mean the board of directors of the Company.

              (c)  "Change of Control" shall mean the first to occur of any of
    the following events:

                   (1)  The acquisition by any individual, entity or group
                        (within the meaning of Section 13(d)(3) or 14(d)(2) of
                        the Securities Exchange Act of 1934, as amended (the
                        "Exchange Act"))  (a "Person") of beneficial ownership
                        (within the meaning of Rule 13d-3 promulgated under the
                        Exchange Act) of 20% or more of either (i) the then
                        outstanding shares of common stock of the Company (the
                        "Outstanding Company Common Stock") or (ii) the
                        combined voting power of the then outstanding voting
                        securities of the Company entitled to vote generally in
                        the election of directors (the "Outstanding Company
                        Voting Securities");

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                        provided, however, that for purposes of this subsection
                        (a), the following acquisitions shall not constitute a
                        Change of Control:  (i) any acquisition directly from
                        the Company, (ii) any acquisition by the Company, (iii)
                        any acquisition by any employee benefit plan (or
                        related trust) sponsored or maintained by the Company
                        or any corporation controlled by the Company or (iv)
                        any acquisition by any corporation pursuant to a
                        transaction which complies with clauses (i), (ii) and
                        (iii) of subsection (3) of this Section 1.5(c); or

                   (2)  Individuals who, as of the date hereof, constitute the
                        Board (the "Incumbent Board") cease for any reason to
                        constitute at least a majority of the Board; provided,
                        however, that any individual becoming a director
                        subsequent to the date hereof whose election, or
                        nomination for election by the Company s shareholders,
                        was approved by a vote of at least a majority of the
                        directors then comprising the Incumbent Board shall be
                        considered as though such individual were a member of
                        the Incumbent Board, but excluding, for this purpose,
                        any such individual whose initial assumption of office
                        occurs 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

                   (3)  Consummation of a reorganization, merger or
                        consolidation or sale or other disposition of all or
                        substantially all of the assets of the Company (a
                        "Business Combination"), in each case, unless,
                        following such Business Combination, (i) all or
                        substantially all of the individuals and entities who
                        were the beneficial owners, respectively, of the
                        Outstanding Company Common Stock and Outstanding
                        Company Voting Securities immediately prior to such
                        Business Combination beneficially own, directly or
                        indirectly, more than 70% of, respectively, the then
                        outstanding shares of common stock and the combined
                        voting power of the then outstanding voting

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                        securities entitled to vote generally in the election
                        of directors, as the case my be, of the corporation
                        resulting from such Business Combination (including,
                        without limitation, a corporation which as a result of
                        such transaction owns the Company or all or
                        substantially all of the Company s assets either
                        directly or through one or more subsidiaries) in
                        substantially the same proportions as their ownership,
                        immediately prior to such Business Combination of the
                        Outstanding Company Common Stock and Outstanding
                        Company Voting Securities, as the case may be, (ii) no
                        Person (excluding any employee benefit plan (or related
                        trust) of the Company of such corporation resulting
                        from such Business Combination) beneficially owns,
                        directly or indirectly, 20% or more of, respectively,
                        the then outstanding shares of common stock of the
                        corporation resulting from such Business Combination or
                        the combined voting power of the then outstanding
                        voting securities of such corporation except to the
                        extent that such ownership existed prior to the
                        Business combination and (iii) at least a majority of
                        the members of the board of directors of the
                        corporation resulting from such Business Combination
                        were members of the Incumbent Board at the time of the
                        execution of the initial agreement, or of the action of
                        the Board, providing for such Business Combination; or

                   (4)  Approval by the shareholders of the Company of a
                        complete liquidation or dissolution of the Company.

              (d)  "Committee" shall mean the administrative committee
    appointed by the Board to administer this Trust.

              (e)  "Director" shall mean any member of the board of directors
    of the Company or any Subsidiary.

              (f)  "ERISA" shall mean the Employee Retirement Income Security
    Act of 1974, as it may be amended from time to time.

              (g)  "Insolvent" shall have the meaning set forth in
    Section 3.7(a) below.

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              (h)  "Insolvent Entity" shall have the meaning set forth in
    Section 3.7(a) below.

              (i)  "IRS" shall mean the Internal Revenue Service.

              (j)  "Participant" shall mean a person who is a participant in
    one or more of the Plans in accordance with their terms and conditions.

              (k)  "Payment Schedule" shall have the meaning set forth in
    Section 3.6(b) below.

              (l)  "Plan(s)" shall mean one or more of the executive deferral
    plans established now or in the future by the Company that require the
    establishment of a trust.

              (m)  "Plan Year" shall mean the Plan Year chosen for this Master
    Trust Agreement by the Board.

              (n)  "Subsidiary" or "Subsidiaries" shall mean any corporation
    (now in existence or hereafter formed or acquired) in which the Company
    possesses more than 50% of either (i) the total combined voting power of
    all classes of stock of such corporation or (ii) the total combined value
    of shares of all classes of stock of such corporation.

              (o)  "Sub-Trust" shall mean a sub-trust established in accordance
    with Section 2.4 below.

         1.6 GRANTOR TRUST.  The Trust is intended to be a "grantor trust," of
which the Company and the Subsidiaries are the grantors, within the meaning of
subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue
Code of 1986, as amended, and the Trust shall be construed accordingly.

                                      ARTICLE 2

                                GENERAL ADMINISTRATION

         2.1 COMMITTEE DIRECTIONS AND ADMINISTRATION BEFORE CHANGE OF CONTROL.
Until a Change of Control has occurred, this Section 2.1 shall be effective and
the Committee shall direct the Trustee as to the administration of the Trust in
accordance with the following provisions:

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              (a)  The Committee shall be identified to the Trustee by a copy
    of the resolution of the Board appointing the Committee.  In the absence
    thereof, the Board shall be the Committee.  Persons authorized to give
    directions to the Trustee on behalf of the Committee shall be identified to
    the Trustee by written notice from the Committee, and such notice shall
    contain specimens of the authorized signatures.  The Trustee shall be
    entitled to rely on such written notice as evidence of the identity and
    authority of the persons appointed until a written cancellation of the
    appointment, or the written appointment of a successor, is received by the
    Trustee.

              (b)  Directions by the Committee, or its delegate, to the Trustee
    shall be in writing and signed by the Committee or persons authorized by
    the Committee, or may be made by such other method as is acceptable to the
    Trustee.

              (c)  The Trustee may conclusively rely upon directions from the
    Committee in taking any action with respect to this Master Trust Agreement,
    including the making of payments from the Trust and the investment of the
    assets of the Trust pursuant to this Master Trust Agreement.  The Trustee
    shall have no liability for actions taken, or for failure to act, on the
    direction of the Committee.  The Trustee shall have no liability for
    failure to act in the absence of proper written directions.

              (d)  The Trustee may request instructions from the Committee and
    shall have no duty to act or liability for failure to act if such
    instructions are not forthcoming from the Committee.  If requested
    instructions are not received within a reasonable time, the Trustee may,
    but is under no duty to, act on its own discretion to carry out the
    provisions of this Master Trust Agreement in accordance with this Master
    Trust Agreement and the Plans.

         2.2 ADMINISTRATION UPON CHANGE OF CONTROL.  In the event of a Change
of Control, the authority of the Committee to administer the Trust and direct
the Trustee, as set forth in Section 2.1 above, shall cease, and the Trustee
shall have complete authority to administer the Trust.  The president of the
Company shall notify the Trustee in writing when a Change of Control has
occurred.  The Trustee has no duty to inquire whether a Change of Control has
occurred and may rely on notification by the president of the Company of a
Change of Control; provided, however, that if any officer, former officer,
director or former director of the Company or any Subsidiary (other than the
president of the Company), or any Participant notifies the Trustee that there
has been or there may be a Change of Control, the Trustee shall have the duty to
satisfy itself as to whether a Change of Control has in fact occurred.  The
Company and the Subsidiaries shall indemnify and hold harmless the Trustee for
any damages or costs (including

                                         -6-

attorneys' fees) that may be incurred because of reliance on the president's
notice or lack thereof.

         2.3 CONTRIBUTIONS.  Except as provided in any Plan, the Company and
the Subsidiaries, in their sole discretion, may at any time, or from time to
time, make additional deposits of cash or other property to their respective
Sub-Trust(s) to augment the principal to be held, administered and disposed of
by the Trustee as provided in this Master Trust Agreement.  Neither the Trustee
nor any Participant or Beneficiary shall have any right to compel such
additional deposits.  The Trustee shall have no duty to collect or enforce
payment to it of any contributions or to require that any contributions be made,
and shall have no duty to compute any amount to be paid to it nor to determine
whether amounts paid comply with the terms of the Plans.

         2.4 SUB-TRUST.  The Company shall establish a Sub-Trust for the
Company and for each Subsidiary, and the contributions made by the Company and
each Subsidiary to this Trust, and the earnings thereon, shall be allocated to
and held in the Company's or each Subsidiary's Sub-Trust, as the case may be.
Within each Sub-Trust, the assets shall be held and administered pursuant to the
terms of this Master Trust Agreement without distinction between income and
principal and without liability for the payment of interest thereon except as
expressly provided in this Master Trust Agreement.  During the term of this
Trust, all income received by each Sub-Trust, net of expenses and taxes, shall
be accumulated and reinvested.

         2.5 DISTRIBUTION OF EXCESS SUB-TRUST FUNDS TO EMPLOYERS.  In the event
that the Committee, prior to a Change of Control, or the Trustee in its sole and
absolute discretion, after a Change of Control, determines that the assets of a
Sub-Trust of the Company or a Subsidiary exceeds 125 percent of the present
value of the anticipated benefit obligations and administrative expenses that
are to be paid under the Plans with respect to the Company or the Subsidiary, as
the case may be, the Trustee, at the direction of the Committee prior to a
Change of Control, or in its sole and absolute discretion after a Change of
Control, shall distribute to the Company or that Subsidiary, as the case may be,
such excess portion of the assets of the Sub-Trust.

                                      ARTICLE 3

                             POWERS AND DUTIES OF TRUSTEE

         3.1 INVESTMENT DIRECTIONS.  Except as provided in this Section and
Section 3.2 below, the Committee shall provide the Trustee with all investment
instructions.  The Trustee shall neither affect nor change investments of any
Sub-Trust, except as directed in writing by the Committee, and shall have no
right, duty or

                                         -7-

responsibility to recommend investments or investment changes; provided, that
the Trustee may but is not required to (i) deposit cash on hand from time to
time in any bank savings account, certificate of deposit, or other instrument
creating a deposit liability for a bank, including the Trustee's own banking
department, if the Trustee is a bank, without such prior direction, or
(ii) invest in government securities, bonds with specific ratings, or stock of
"Fortune 500" companies, all within broad investment guidelines established by
the Committee from time to time.

         3.2 INVESTMENT UPON CHANGE OF CONTROL.  In the event of a Change of
Control, the authority of the Committee to direct investments of the Sub-Trusts
shall cease and the Trustee shall have complete authority to direct investments
of each Sub-Trust.

         3.3 MANAGEMENT OF INVESTMENTS.  Subject to Section 3.1 above, the
Trustee shall have, without exclusion, all powers conferred on the Trustee by
applicable law, unless expressly provided otherwise herein, and all rights
associated with assets of the Trust shall be exercised by the Trustee or the
person designated by the Trustee, and shall in no event be exercisable by or
rest with Participants or their Beneficiaries.  The Trustee shall have full
power and authority to invest and reinvest the assets held in any Sub-Trust in
any investment permitted by law, exercising the judgment and care that persons
of prudence, discretion and intelligence would exercise under the circumstances
then prevailing, considering the probable income and safety of their capital,
including, without limiting the generality of the foregoing, the power:

              (a)  To invest and reinvest the assets held in any Sub-Trust,
    together with the income therefrom, in common stock, preferred stock,
    convertible preferred stock, mutual funds, bonds, debentures, convertible
    debentures and bonds, mortgages, notes, time certificates of deposit,
    commercial paper and other evidences of indebtedness (including those
    issued by the Trustee or any of its affiliates), other securities, policies
    of life insurance, annuity contracts, options to buy or sell securities or
    other assets, and other property of any kind (personal, real, or mixed, and
    tangible or intangible); provided, however, that in no event may the
    Trustee invest in securities (including stock or rights to acquire stock)
    or obligations issued by the Company or the Subsidiaries, other than a de
    minimis amount held in common investment vehicles in which the Trustee
    invests;

              (b)  To deposit or invest all or any part of the assets of any
    Sub-Trust in savings accounts or certificates of deposit or other deposits
    which bear a reasonable interest rate in a bank, including the commercial
    department of the Trustee, if such bank is supervised by the United States
    or any State;

              (c)  To hold, manage, improve, repair and control all property,
    real or personal, forming part of any Sub-Trust and to sell, convey,

                                         -8-

    transfer, exchange, partition, lease for any term, even extending beyond
    the duration of this Trust, and otherwise dispose of the same from time to
    time in such manner, for such consideration, and upon such terms and
    conditions as the Trustee shall determine;

              (d)  To have, respecting securities, all the rights, powers and
    privileges of an owner, including the power to give proxies, pay
    assessments and other sums deemed by the Trustee to be necessary for the
    protection of the assets of the Trust, to vote any corporate stock either
    in person or by proxy, with or without power of substitution, for any
    purpose; to participate in voting trusts, pooling agreements, foreclosures,
    reorganizations, consolidations, mergers and liquidations, and in
    connection therewith to deposit securities with and transfer title to any
    protective or other committee under such terms as the Trustee may deem
    advisable; to exercise or sell stock subscriptions or conversion rights;
    and, regardless of any limitation elsewhere in this instrument relative to
    investment by the Trustee, to accept and retain as an investment any
    securities or other property received through the exercise of any of the
    foregoing powers;

              (e)  To hold in cash, without liability for interest, such
    portion of the assets of any Sub-Trust which, in its discretion, shall be
    reasonable under the circumstances, pending investments, or payment of
    expenses, or the distribution of benefits;

              (f)  To take such actions as may be necessary or desirable to
    protect the assets of any Sub-Trust from loss due to the default on
    mortgages held in the Trust including the appointment of agents or trustees
    in such other jurisdictions as may seem desirable, to transfer property to
    such agents or trustees, to grant such powers as are necessary or desirable
    to protect the Trust or its assets, to direct such agents or trustees, or
    to delegate such power to direct, and to remove such agents or trustees;

              (g)  To employ such agents including custodians and counsel as
    may be reasonably necessary and to pay them reasonable compensation; to
    settle, compromise or abandon all claims and demands in favor of or against
    the Trust assets;

              (h)  To cause title to property of the Trust to be issued, held
    or registered in the individual name of the Trustee, or in the name of its
    nominee(s) or agents, or in such form that title will pass by delivery;

              (i)  To exercise all of the further rights, powers, options and
    privileges granted, provided for, or vested in trustees generally under the
    laws of

                                         -9-

    the State whose laws are applicable to this Master Trust Agreement, as
    provided in Section 10.6 below, so that the powers conferred upon the
    Trustee herein shall not be in limitation of any authority conferred by
    law, but shall be in addition thereto;

              (j)  To borrow money from any source (including the Trustee) and
    to execute promissory notes, mortgages or other obligations and to pledge
    or mortgage any Trust assets as security;

              (k)  To lend certificates representing stocks, bonds, or other
    securities to any brokerage or other firm selected by the Trustee;

              (l)  To institute, compromise and defend actions and proceedings;
    to pay or contest any claim; to settle a claim by or against the Trustee by
    compromise, arbitration, or otherwise; to release, in whole or in part, any
    claim belonging to the Trust to the extent that the claim is uncollectible;

              (m)  To use securities depositories or custodians and to allow
    such securities as may be held by a depository or custodian to be
    registered in the name of such depository or its nominee or in the name of
    such custodian or its nominee;

              (n)  To invest the assets of any Sub-Trust from time to time in
    one or more investment funds, which funds may be affiliated with or advised
    by the Trustee and shall be registered under the Investment Company Act of
    1940; and

              (o)  To do all other acts necessary or desirable for the proper
    administration of all Sub-Trusts, as if the Trustee were the absolute owner
    thereof.

However, nothing in this section shall be construed to mean the Trustee assumes
any responsibility for the performance of any investment made by the Trustee in
its capacity as trustee under the operations of this Master Trust Agreement.
Notwithstanding any powers granted to the Trustee pursuant to this Master 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 of
1986, as amended.

         3.4 SECURITIES.  Voting or other rights in securities shall be
exercised by the person or entity responsible for directing such investments,
and the Trustee shall have no duty to exercise voting or proxy or other rights
relating to any investment managed or directed by the Committee.  If any foreign
securities are purchased pursuant to the

                                         -10-

direction of the Committee, it shall be the responsibility of the person or
entity responsible for directing such investments to advise the Trustee in
writing of any laws or regulations, either foreign or domestic, that apply to
such foreign securities or to the receipt of dividends or interest on such
securities.

         3.5 SUBSTITUTION.  Notwithstanding any provision of any Plan or the
Trust to the contrary, the Company and/or any Subsidiary shall at all times have
the power to reacquire the assets of its Sub-Trust by substituting readily
marketable securities (other than stock, a debt obligation or other security
issued by the Company or any Subsidiary) and/or cash of an equivalent value and
such other property shall, following such substitution, constitute the assets of
that Sub-Trust.

         3.6 DISTRIBUTIONS.

              (a)  The establishment of the Trust and the payment or delivery
    to the Trustee of money or other property shall not vest in any Participant
    or Beneficiary any right, title, or interest in and to any assets of the
    Trust.  To the extent that any Participant or Beneficiary acquires the
    right to receive payments under any of the Plans, such right shall be no
    greater than the right of an unsecured general creditor of the Company and
    the Subsidiaries and such Participant or Beneficiary shall have only the
    unsecured promise of the Company and the Subsidiaries that such payments
    shall be made.

              (b)  Concurrent with the establishment of this Trust, the Company
    shall deliver to the Trustee a schedule (the "Payment Schedule") that
    indicates the amounts payable in respect of each Participant (and his or
    her Beneficiaries) on a Plan by Plan basis, provides a formula or formulas
    or other instructions acceptable to the Trustee for determining the amounts
    so payable, specifies the form in which such amount is to be paid (as
    provided for or available under the applicable Plans), and the time of
    commencement for payment of such amounts.  The Payment Schedule shall be
    updated from time to time as is necessary.  Except as otherwise provided
    herein, prior to a Change of Control, the Trustee shall make payments to
    the Participants and their Beneficiaries in accordance with such Payment
    Schedule.  Despite the foregoing, after a Change of Control, the Trustee
    shall make payments in accordance with the terms and provisions of each of
    the Plans and related plan agreements.  The Trustee, at the direction of
    the Committee or, after a Change of Control, on its own volition, may make
    any distribution required to be made by it hereunder by delivering:

              (i)  Its check payable to the person to whom such distribution is
         to be made, to the person, or, if prior to a Change of Control, to the
         Company for redelivery to such person; provided that before

                                         -11-

         a Change of Control, the Committee may direct the Trustee to deliver
         one or more lump sum checks payable to the Company, and the Company
         shall prepare and deliver individual checks for each Participant or
         Beneficiary; or

              (ii)      Its check payable to an insurer for the benefit of such
         person, to the insurer, or, if prior to a Change of Control, to the
         Company for redelivery to the insurer; or

              (iii)     Contracts held on the life of the Participant to whom
         or with respect to whom the distribution is being made, to the
         Participant or Beneficiary, or, if prior to a Change of Control, to
         the Company for redelivery to the person to whom such distribution is
         to be made; or

              (iv)      If a distribution is being made, in whole or in part,
         of other assets, assignments or other appropriate documents or
         certificates necessary to effect a transfer of title, to the
         Participant or Beneficiary, or, if prior to a Change of Control, to
         the Company for redelivery to such person.

              (c)  If the assets of the Company's or any Subsidiary's Sub-
    Trust, and any earnings thereon, are not sufficient to make benefit
    payments, in accordance with the terms of one or more Plans, to the
    Company's or the Subsidiary Participants in those Plans, the Company or the
    Subsidiary, as the case may be, shall make the balance of each such payment
    as it falls due.  The Trustee shall notify the Company or the Subsidiary, as
    the case may be, when principal and earnings are not sufficient.

              (d)  The Company and the Subsidiaries may make payment of
    benefits directly to Participants or their Beneficiaries as they become due
    under the terms of the Plans.  The Company and the Subsidiaries shall
    notify the Trustee of their decisions to make payment of benefits directly
    prior to the time amounts are payable to Participants or their
    Beneficiaries.

              (e)  Notwithstanding anything contained in this Master Trust
    Agreement to the contrary, if at any time the Trust is finally determined
    by the IRS not to be a "grantor trust" with the result that the income of
    the Trust is not treated as income of the Company or the Subsidiaries
    pursuant to Sections 671 through 679 of the Internal Revenue Code of 1986,
    as amended, or if a tax is finally determined by the IRS to be payable by
    one or more Participants or Beneficiaries with respect to any interest in
    the Plans or the assets of any Sub-Trust prior to payment of such interest
    to any such Participant or Beneficiary, the Trustee shall immediately
    determine each Participant's share of the assets of each

                                         -12-

    Sub-Trust in accordance with the Plans, and the Trustee shall immediately
    distribute such share in a lump sum to each Participant or Beneficiary
    entitled thereto, regardless of whether such Participant's employment has
    terminated (provided such Participant has a vested interest in his or her
    accrued benefits under the Plans) and regardless of form and time of
    payments specified in or pursuant to the Plans.  Any remaining assets (less
    any expenses or costs due under Sections 3.8 and 3.9 of this Master Trust
    Agreement) shall then be paid by the Trustee to the Company and the
    Subsidiaries in such amounts, and in the manner instructed by the
    Committee.  If the value of the assets of any Sub-Trust is less than the
    applicable benefit obligations under the Plans, the foregoing described
    distributions will be limited to a Participant's share of the assets of a
    Sub-Trust, determined by allocating assets to the Participant based on the
    ratio of the Participant's benefit obligations under the Plans to the total
    benefit obligations under the Plans.  Prior to a Change of Control, the
    Trustee shall rely solely on the directions of the Committee with respect
    to the occurrence of the foregoing events and the resulting distributions
    to be made, and the Trustee shall not be responsible for any failure to act
    in the absence of such direction.

              (f)  The Trustee shall make provision for the reporting and
    withholding of any federal, state or local taxes that may be required to be
    withheld with respect to the payment of benefits pursuant to the terms of
    the Plans and shall pay amounts withheld to the appropriate taxing
    authorities or determine that such amounts have been reported, withheld and
    paid by the Company and the Subsidiaries.

              (g)  Prior to a Change of Control, payments by the Trustee shall
    be delivered or mailed to addresses supplied by the Committee and the
    Trustee's obligation to make such payments shall be satisfied upon such
    delivery or mailing.  Prior to a Change of Control, the Trustee shall have
    no obligation to determine the identity of persons entitled to benefits or
    their mailing addresses.  After a Change of Control, the Trustee shall have
    such obligations.

              (h)  Prior to a Change of Control, the entitlement of a
    Participant or his or her Beneficiaries to benefits under the Plans shall
    be determined by the Company and the Subsidiaries or such party as they
    shall designate under the Plans, and any claim for such benefits shall be
    considered and reviewed under the procedures set out in the Plans.

         3.7 TRUSTEE RESPONSIBILITY REGARDING PAYMENTS ON INSOLVENCY.

         (a)  The Trustee shall cease payment of benefits to Participants and
their Beneficiaries if, in the event that the Company or any Subsidiary is
Insolvent (the

                                         -13-

"Insolvent Entity"), the Trustee shall cease payments of benefits to the
Insolvent Entity's Participants and their Beneficiaries.  The Insolvent Entity
shall be considered "Insolvent" for purposes of this Master Trust Agreement if:

              (i)  the Insolvent Entity is unable to pay its debts as they
    become due, or

              (ii) the Insolvent Entity is subject to a pending proceeding
    as a debtor under the United States Bankruptcy Code.

For purposes of this Section 3.7, if an entity is determined to be Insolvent,
each Subsidiary in which such entity has an equity interest shall also be deemed
to be an Insolvent Entity.  However, the insolvency of a Subsidiary will not
cause a parent corporation or another Subsidiary to be deemed Insolvent.

         (b)  At all times during the continuance of this Trust, as provided in
Section 1.3 above, the principal and income of the Trust shall be subject to
claims of the general creditors of the Company and its Subsidiaries under
federal and state law as set forth below:

              (i)  The Board and the president of the Company shall have the
    duty to inform the Trustee in writing of the Company's or any Subsidiary's
    Insolvency.  If a person claiming to be a creditor of the Company or any
    Subsidiary alleges in writing to the Trustee that the Company or any
    Subsidiary has become Insolvent, the Trustee shall determine whether the
    Company or any Subsidiary is Insolvent and, pending such determination, the
    Trustee shall discontinue payment of benefits to the Insolvent Entity's
    Participants or their Beneficiaries.  Prior to a Change of Control, the
    Trustee may conclusively rely on any determination it receives from the
    Board or the president of the Company with respect to the Insolvency of the
    Company or any Subsidiary.

              (ii) Unless the Trustee has actual knowledge of the Company's or
    a Subsidiary's Insolvency, or has received notice from the Company, a
    Subsidiary, or a person claiming to be a creditor alleging that the Company
    or a Subsidiary is Insolvent, the Trustee shall have no duty to inquire
    whether the Company or any Subsidiary is Insolvent.  The Trustee may in all
    events rely on such evidence concerning the Company's or any Subsidiary'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
    or any Subsidiary's solvency.  In this regard, the Trustee may rely upon a
    letter from the Company's or a Subsidiary's auditors as to the Company's or
    any Subsidiary's financial status.

                                         -14-

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

              (iv)      The Trustee shall resume the payment of benefits to
    Participants or their Beneficiaries in accordance with this Article 3 of
    this Master Trust Agreement only after the Trustee has determined that the
    alleged Insolvent Entity 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 3.7(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 Plans for the period
of such discontinuance, less the aggregate amount of any payments made to
Participants or their Beneficiaries by the Company or any Subsidiary in lieu of
the payments provided for hereunder during any such period of discontinuance.
Prior to a Change of Control, the Committee shall instruct the Trustee as to
such amounts, and after a Change of Control, the Trustee shall determine such
amounts in accordance with the terms and provisions of the Plans.

         3.8 COSTS OF ADMINISTRATION.  The Trustee is authorized to incur
reasonable obligations in connection with the administration of the Trust,
including attorneys' fees, administrative fees and appraisal fees.  Such
obligations shall be paid by the Company and the Subsidiaries.  If the Company
or the Subsidiaries fail to pay them within 60 days of presentation of a
statement of the amounts due, the Trustee is authorized to pay such amounts from
the Company's and/or Subsidiaries' Sub-Trust(s), by direct allocation or by pro-
ration, as the case may be.

         3.9 TRUSTEE COMPENSATION AND EXPENSES.  The Trustee shall be entitled
to reasonable compensation for its services as from time to time agreed upon
between the Trustee and the Company.  If the Trustee and the Company fail to
agree upon a compensation, or following a Change of Control, the Trustee shall
be entitled to compensation at a rate equal to the rate charged by the Trustee
for similar services rendered by it during the current fiscal year for other
trusts similar to this Trust.  The Trustee shall be entitled to reimbursement
for expenses incurred by it in the performance of its duties as the Trustee,
including reasonable fees for legal counsel.  The Trustee's compensation and
expenses shall be paid by the Company and the Subsidiaries.  If the Company or
the Subsidiaries fail to pay them within 60 days of presentation of a

                                         -15-

statement of the amounts due, the Trustee is authorized to pay such amounts from
the Company's and/or Subsidiaries' Sub-Trust(s), by direct allocation or by pro-
ration, as the case may be.

         3.10 PROFESSIONAL ADVICE.  Upon notice and consent of the Company, the
Trustee may retain legal counsel (who may also be legal counsel for the Company
generally) or other professional advisors to advise it in connection with the
exercise of any duty under this Master Trust Agreement, including, but not
limited to, any matter relating to or following a Change of Control or the
Insolvency of the Company or any Subsidiary.  The Trustee shall be fully
protected in acting upon the advice of such legal counsel or advisors, and shall
be entitled to charge the Trust for seeking professional advice under this
Section 3.10.

         3.11 PAYMENT ON COURT ORDER.  To the extent permitted by law, the
Trustee is authorized to make any payments directed by court order in any action
in which the Trustee has been named as a party.  The Trustee is not obligated to
defend actions in which the Trustee is named, but shall notify the Company or
Committee of any such action and may tender defense of the action to the
Company, Committee, Participant or Beneficiary whose interest is affected.  The
Trustee may in its discretion defend any action in which the Trustee is named,
and any expenses incurred by the Trustee shall be paid by the Company and the
Subsidiaries.    If the Company or the Subsidiaries fail to pay them within
60 days of presentation of a statement of the amounts due, the Trustee is
authorized to pay such amounts from the Company's and/or Subsidiaries' Sub-
Trust(s), as the case may be.

         3.12 PROTECTIVE PROVISIONS.  Notwithstanding any other provision
contained in this Master Trust Agreement to the contrary, the Trustee shall have
no obligation to (i) determine the existence of any conversion, redemption,
exchange, subscription or other right relating to any securities purchased of
which notice was given prior to the purchase of such securities and shall have
no obligation to exercise any such right unless the Trustee is advised in
writing by the Committee both of the existence of the right and the desired
exercise thereof within a reasonable time prior to the expiration of the right
to exercise, or (ii) advance any funds to the Trust.  Furthermore, the Trustee
is not a party to the Plans.

         3.13 INDEMNIFICATIONS.

              (a)  The Company and the Subsidiaries shall indemnify and hold
    the Trustee harmless from and against all loss or liability (including
    expenses and reasonable attorneys' fees) to which it may be subject by
    reason of its execution of its duties under this Trust, or by reason of any
    acts taken in good faith in accordance with any directions, or acts omitted
    in good faith due to

                                         -16-

    absence of directions, from the Company, the Committee or a Participant,
    unless such loss or liability is due to the Trustee's gross negligence or
    willful misconduct.  The indemnity described herein shall be provided by
    the Company and the Subsidiaries.

              (b)  In the event that the Trustee is named as a defendant in a
    lawsuit or proceeding involving one or more of the Plans or the Trust, the
    Trustee shall be entitled to receive on a current basis the indemnity
    payments provided for in this Section, provided however that if the final
    judgement entered in the lawsuit or proceeding holds that the Trustee is
    guilty of gross negligence or willful misconduct with respect to the Trust,
    the Trustee shall be required to refund the indemnity payments that it has
    received.

              (c)  All releases and indemnities provided in this Master Trust
    Agreement shall survive the termination of this Master Trust Agreement.

                                      ARTICLE 4

                                 INSURANCE CONTRACTS

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

         4.2 OWNERSHIP.  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, be subject to
the direction of the Committee.

         4.3 RESTRICTIONS ON TRUSTEE'S RIGHTS.  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 such policy.  Despite the foregoing, the Trustee may (i) loan to the
Company or any Subsidiary the proceeds of any borrowing against an insurance
policy held in the Company's or Subsidiary's Sub-Trust or (ii) assign all, or
any portion, of a policy to the Company or any Subsidiary if under other
provisions of this Master Trust Agreement the Company or any Subsidiary is
entitled to receive assets from the Trust.

                                         -17-

                                      ARTICLE 5

                                  TRUSTEE'S ACCOUNTS

         5.1 RECORDS.  The Trustee shall maintain accurate records and detailed
accounts of all investments, receipts, disbursements and other transactions
hereunder.  Such records shall be available at all reasonable times for
inspection by the Company and Subsidiaries or their authorized representative.
The Trustee, at the direction of the Committee, shall submit to the Committee
and to any insurer such valuations, reports or other information as the
Committee may reasonably require and, in the absence of fraud or bad faith, the
valuation of the assets of each Sub-Trust by the Trustee shall be conclusive.

         5.2 ANNUAL ACCOUNTING; FINAL ACCOUNTING.

              (a)  Within 60 days following the end of each Plan Year and
    within 60 days after the removal or resignation of the Trustee or the
    termination of the Trust, the Trustee shall file with the Committee a
    written account setting forth a description of all properties purchased and
    sold, all receipts, disbursements and other transactions effected by it
    during the Plan Year or, in the case of removal, resignation or
    termination, since the close of the previous Plan Year, and listing the
    properties held in each Sub-Trust as of the last day of the Plan Year or
    other period and indicating their values.  Such values shall be either cost
    or market as directed by the Committee in accordance with the terms of the
    Plans.

              (b)  The Committee may approve such account either by written
    notice of approval delivered to the Trustee or by its failure to express
    written objection to such account delivered to the Trustee within 60 days
    after the date of which such account was delivered to the Committee.

              (c)  The approval by the Committee of an accounting shall be
    binding as to all matters embraced in such accounting on all parties to
    this Master Trust Agreement and on all Participants and Beneficiaries, to
    the same extent as if such accounting had been settled by a judgment or
    decree of a court of competent jurisdiction in which the Trustee, the
    Committee, the Company, the Subsidiaries and all persons having or claiming
    any interest in any Plan or any Sub-Trust were made parties.

              (d)  Despite the foregoing, nothing contained in this Master
    Trust Agreement shall deprive the Trustee of the right to have an
    accounting

                                         -18-

    judicially settled, if the Trustee, in the Trustee's sole discretion,
    desires such a settlement.

         5.3 VALUATION.  The assets of each Sub-Trust shall be valued at their
respective fair market values on the date of valuation, as determined by the
Trustee based upon such sources of information as it may deem reliable,
including, but not limited to, stock market quotations, statistical valuation
services, newspapers of general circulation, financial publications, advice from
investment counselors, brokerage firms or insurance companies, or any
combination of sources.  Prior to a Change of Control, the Committee shall
instruct the Trustee as to the value of assets for which market values are not
readily obtainable by the Trustee.  If the Committee fails to provide such
values within 60 days of request by the Trustee, the Trustee may take whatever
action it deems reasonable, including employment of attorneys, appraisers, life
insurance companies or other professionals, the expense of which shall be an
expense of administration of the Trust and payable by the Company and the
Subsidiaries.  The Trustee may rely upon information from the Company and the
Subsidiaries, the Committee, appraisers or other sources and shall not incur any
liability for an inaccurate valuation based in good faith upon such information.

         5.4 DELEGATION OF DUTIES.  The Company or the Committee, or both, may
at any time employ the Trustee as their agent to perform any act, keep any
records or accounts and make any computations that are required of the Company,
any Subsidiary or the Committee by this Master Trust Agreement or the Plans.
The Trustee may be compensated for such employment and such employment shall not
be deemed to be contrary to the Trust.  Nothing done by the Trustee as such
agent shall change or increase its responsibility or liability as Trustee
hereunder.

                                      ARTICLE 6

                          RESIGNATION OR REMOVAL OF TRUSTEE

         6.1 RESIGNATION; REMOVAL.  The Trustee may resign at any time by
written notice to the Company, which shall be effective 60 days after receipt of
such notice unless the Company and the Trustee agree otherwise.  Prior to a
Change of Control, the Trustee may be removed by the Company on 60 days notice
or upon shorter notice accepted by the Trustee.  After a Change of Control, the
Trustee may be removed by a majority vote of the Participants, and if a
Participant is dead, his or her Beneficiaries (who collectively shall have one
vote among them and shall vote in place of such deceased Participant), on 60
days notice or upon shorter notice accepted by the Trustee.

                                         -19-

         6.2 SUCCESSOR TRUSTEE.  If the Trustee resigns or is removed, a
successor shall be appointed by the Company, in accordance with this Section, by
the effective date of the resignation or removal under Section 6.1 above.  The
successor shall be a bank, trust company, or similar independent third party
that is granted corporate trustee powers under state law.  After the occurrence
of a Change of Control, a successor Trustee may not be appointed without the
consent of a majority of the Participants.  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.

         6.3 SETTLEMENT OF ACCOUNTS.  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 receipt of notice of resignation, removal or transfer, unless the
Company extends the time limit.  Upon the transfer of the assets, the successor
Trustee shall succeed to all of the powers and duties given to the Trustee in
this Master Trust Agreement.  The resigning or removed Trustee shall render to
the Committee an account in the form and manner and at the time prescribed in
Section 5.2.  The approval of such accounting and discharge of the Trustee shall
be as provided in such Section.

                                      ARTICLE 7

                       CONTROVERSIES, LEGAL ACTIONS AND COUNSEL

         7.1 CONTROVERSY.  If any controversy arises with respect to the Trust,
the Trustee shall take action as directed by the Committee or, in the absence of
such direction or after a Change of Control, as it deems advisable, whether by
legal proceedings, compromise or otherwise.  The Trustee may retain the funds or
property involved without liability pending settlement of the controversy.  The
Trustee shall be under no obligation to take any legal action of whatever nature
unless there shall be sufficient property in the Trust to indemnify the Trustee
with respect to any expenses or losses to which it may be subjected.

         7.2 JOINDER OF PARTIES.  In any action or other judicial proceedings
affecting the Trust, it shall be necessary to join as parties the Trustee, the
Committee, the Company and the Subsidiaries.  No Participant or other person
shall be entitled to any notice or service of process.  Any judgment entered in
such a proceeding or action shall be binding on all persons claiming under the
Trust.  Nothing in this Master Trust Agreement shall be construed as to deprive
a Participant or Beneficiary of his or her right

                                         -20-

to seek adjudication of his or her rights by administrative process or by a
court of competent jurisdiction.

         7.3 EMPLOYMENT OF COUNSEL.  The Trustee may consult with legal counsel
(who may be counsel for the Company or any Subsidiary) and shall be fully
protected with respect to any action taken or omitted by it in good faith
pursuant to the advice of counsel.

                                      ARTICLE 8

                                       INSURERS

         8.1 INSURER NOT A PARTY.  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 it.

         8.2 AUTHORITY OF TRUSTEE.  An insurer shall accept the signature of
the Trustee to any documents or papers executed in connection with such
contracts.  The signature of the Trustee shall be conclusive proof to the
insurer that the person on whose life an application is being made is eligible
to have a contract issued on his or her life and is eligible for a contract of
the type and amount requested.

         8.3 CONTRACT OWNERSHIP.  An insurer shall deal with the Trustee as the
sole and absolute owner of any insurance contracts and shall have no obligation
to inquire whether any action or failure to act on the part of the Trustee is in
accordance with or authorized by the terms of the Plans or this Master Trust
Agreement.

         8.4 LIMITATION OF LIABILITY.  An insurer shall be fully discharged
from any and all liability for any action taken or any amount paid in accordance
with the direction of the Trustee and shall have no obligation to see to the
proper application of the amounts so paid.  An insurer shall have no liability
for the operation of the Trust or the Plans, whether or not in accordance with
their terms and provisions.

         8.5 CHANGE OF TRUSTEE.  An insurer shall be fully discharged from any
and all liability for dealing with a party or parties indicated on its records
to be the Trustee until such time as it shall receive at its home office written
notice of the appointment and qualification of a successor Trustee.

                                         -21-

                                      ARTICLE 9

                              AMENDMENT AND TERMINATION

         9.1 AMENDMENT.  Subject to the limitations set forth in this Section
9.1, this Master 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 Plans or shall make the Trust
revocable after it has become irrevocable in accordance with Section 1.3 above.
Any amendment, change or modification shall be subject to the following rules:

              (a)  GENERAL RULE.  Subject to Sections 9.1(b), (c) and (d)
    below, this Master Trust Agreement may be amended:

                   (i)  By the Company and the Trustee, provided, however, that
         if an amendment would, in the opinion of the Company, in any way
         adversely affect the rights accrued under the Plans in the Trust by
         any Participant or Beneficiary, each and every Participant and
         Beneficiary whose rights in the Trust would be adversely affected must
         consent to the amendment before this Master Trust Agreement may be so
         amended; and

                  (ii)  By the Company and the Trustee as may be necessary
         to comply with laws which would otherwise render the Trust void,
         voidable or invalid in whole or in part.

              (b)  LIMITATION.  Notwithstanding that an amendment may be
    permissible under Section 9.1(a) above, this Master Trust Agreement shall
    not be amended by an amendment that would:

                   (i)  Cause any of the assets of the Trust to be used for or
         diverted to purposes other than for the exclusive benefit of
         Participants and Beneficiaries as set forth in the Plans, except as is
         required to satisfy the claims of the Company's or a Subsidiary's
         general creditors; or

                  (ii)  In the opinion of the Company, be inconsistent with 
         the terms of any Plan, including the terms of any Plan regarding
         termination, amendment or modification of the Plan.

              (c)  WRITING AND CONSENT.  Any amendment to this Master Trust
    Agreement shall be set forth in writing and signed by the Company and the
    Trustee and, if consent of any Participant or Beneficiary is required under
    Section 9.1(a), the Participant or Beneficiary whose consent is required.
    Any

                                         -22-

    amendment may be current, retroactive or prospective, in each case as
    provided therein.

              (d)  THE COMPANY AND TRUSTEE.  In connection with the exercise of
    the rights under this Section 9.1:

                   (i)       prior to a Change of Control, the Trustee shall
         have no responsibility to determine whether any proposed amendment
         complies with the terms and conditions set forth in Sections 9.1(a)
         and (b) above and may conclusively rely on the directions of the
         Committee with respect thereto, unless the Trustee has knowledge of a
         proposed transaction or transactions that would result in a Change of
         Control; and

                   (ii)      after a Change of Control, the power of the
         Company to amend this Master Trust Agreement shall cease, and the
         power to amend that was previously held by the Company shall, instead,
         be exercised by a majority of the Participants and, if a Participant
         is dead, his or her Beneficiaries (who collectively shall have one
         vote among them and shall vote in place of such deceased Participant),
         with the consent of the Trustee, provided that such amendment
         otherwise complies with the requirements of Sections 9.1(a), (b)
         and (c) above.

              (e)  TAXATION.  This Master Trust Agreement shall not be amended,
    altered, changed or modified in a manner that would cause the Participants
    and/or Beneficiaries under any Plan to be taxed on the benefits under any
    Plan in a year other than the year of actual receipt of benefits.

         9.2 FINAL TERMINATION.  The Trust shall not terminate until the date
on which Participants and their Beneficiaries are no longer entitled to benefits
pursuant to the terms of the Plans, and on such date the Trust shall terminate.
Upon termination of the Trust, any assets remaining in each Sub-Trust shall be
returned to the Company or the Subsidiaries, as the case may be, whereupon the
Trustee shall be released and discharged from all obligations hereunder.  From
and after the date of termination and until final distribution of the assets of
the Trust, the Trustee shall continue to have all of the powers provided herein
as are necessary or expedient for the orderly liquidation and distribution of
the assets of the Trust.

                                         -23-

                                      ARTICLE 10

                                    MISCELLANEOUS

         10.1 DIRECTIONS FOLLOWING CHANGE OF CONTROL.  Despite any other
provision of this Master Trust Agreement that may be construed to the contrary,
following a Change of Control, all powers of the Committee, the Company and the
Board to direct the Trustee under this Master Trust Agreement shall terminate,
and the Trustee shall act on its own discretion to carry out the terms of this
Master Trust Agreement in accordance with the Plans and this Master Trust
Agreement.

         10.2 TAXES.  The Company and the Subsidiaries shall from time to time
pay taxes of any and all kinds whatsoever that at any time are lawfully levied
or assessed upon or become payable in 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 lawfully levied or assessed upon the Trust are not
paid by the Company and the Subsidiaries, the Trustee shall have the power to
pay such taxes out of the appropriate Sub-Trusts and shall seek reimbursement
from the Company and the Subsidiaries.  Prior to making any payment, the Trustee
may require such releases or other documents from any lawful taxing authority as
it shall deem necessary.  The Trustee shall contest the validity of taxes in any
manner deemed appropriate by the Company or its counsel, but at the Company's
and the Subsidiaries' expense, and only if it has received an indemnity bond or
other security satisfactory to it to pay any such expenses.  Prior to a Change
of Control, and except as provided in Section 3.6(f), the Trustee (i) shall not
be liable for any nonpayment of tax when it distributes an interest hereunder on
directions from the Committee, and (ii) shall have no obligation to prepare or
file any tax return on behalf of the Trust, any such return being the sole
responsibility of the Committee.  The Trustee shall cooperate with the Committee
in connection with the preparation and filing of any such return.  After a
Change of Control, the Trustee shall have such duties and obligations.

         10.3 NONASSIGNABILITY; NONALIENATION.  Benefits payable to
Participants and their Beneficiaries under this Master 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.

         10.4 THE PLANS.  This Trust, the Plans and each Participant's Plan
Agreement are parts of a single, integrated employee benefit plan system and
shall be construed together.  In the event of any conflict between the terms of
this Master Trust Agreement and the agreements that constitute the Plans, such
conflict shall be resolved in favor of this Master Trust Agreement.

                                         -24-

         10.5 APPLICABLE LAW.  Except to the extent, if any, preempted by
ERISA, this Master Trust Agreement shall be governed by and construed in
accordance with the internal laws of the State of California.  Any provision of
this Master Trust Agreement prohibited by law shall be ineffective to the extent
of any such prohibition, without invalidating the remaining provisions hereof.

         10.6 NOTICES AND DIRECTIONS.  Whenever a notice or direction is given
by the Committee to the Trustee, it shall be in the form required by
Section 2.1.  Actions by the Company shall be by the Board or a duly authorized
officer, with such actions certified to the Trustee by an appropriately
certified copy of the action taken.  The Trustee shall be protected in acting
upon any such notice, resolution, order, certificate or other communication
believed by it to be genuine and to have been signed by the proper party or
parties.

         10.7 SUCCESSORS AND ASSIGNS.  This Master Trust Agreement shall be
binding upon and inure to the benefit of the Company, the Subsidiaries and the
Trustee and their respective successors and assigns.

         10.8 GENDER AND NUMBER.  Words used in the masculine shall apply to
the feminine where applicable, and when the context requires, the plural shall
be read as the singular and the singular as the plural.

         10.9 HEADINGS.  Headings in this Master Trust Agreement are inserted
for convenience of reference only and any conflict between such headings and the
text shall be resolved in favor of the text.

         10.10 COUNTERPARTS.  This Master Trust Agreement may be executed in an
original and any number of counterparts, each of which shall be deemed to be an
original of one and the same instrument.

         10.11 BENEFICIAL INTEREST.  The Company and the Subsidiaries are the
true beneficiaries hereunder in that the payment of benefits, directly or
indirectly to or for a Participant or Beneficiary by the Trustee, is in
satisfaction of the Company's and the Subsidiaries' liability therefor under the
Plans.  Nothing in this Master Trust Agreement shall establish any beneficial
interest in any person other than the Company and the Subsidiaries.

                                         -25-

         10.12 EFFECTIVE DATE.  The effective date of this Master Trust
Agreement shall be January 1, 1996

         IN WITNESS WHEREOF the Company and the Trustee have signed this Master
Trust Agreement as of the date first written above.

TRUSTEE:                               THE COMPANY:

Wells Fargo Bank, N.A.                 FHP International Corporation,
                                         a Delaware corporation

By: /s/ Janet Greenbaum                By: /s/ Kenneth S. Ord
    -----------------------------          -----------------------------------

Title: Vice President                  Title: Senior Vice President and CFO
       ---------------------------            --------------------------------

By:  /s/ Marvin A. Freedland
     ----------------------------

Title: Vice President and Compliance Officer
       -------------------------------------

                                         -26- 

Basic Info X:

Name: MASTER TRUST AGREEMENT
Type: Trust Agreement
Date: Sept. 30, 1996
Company: FHP INTERNATIONAL CORP
State: Delaware

Other info:

Date:

  • January 1 , 1996

Organization:

  • Committee Directions and Administration Before Change of Control ... 5 2.2 Administration Upon Change of Control
  • Powers and Duties of Trustee
  • 3.2 Investment Upon Change of Control
  • 3.3 Management of Investments
  • Trustee Responsibility Regarding Payments
  • Directions Following Change of Control
  • Outstanding Company Common Stock and Outstanding Company Voting Securities
  • Internal Revenue Service
  • Company of a Change of Control
  • United States Bankruptcy Code
  • Unless the Trustee
  • the State of California
  • Master Trust Agreement
  • Wells Fargo Bank
  • FHP International Corporation

Location:

  • Irrevocability
  • United States
  • Delaware

Money:

  • $ 100

Person:

  • Janet Greenbaum
  • Kenneth S. Ord
  • Marvin A. Freedland

Percent:

  • 70 %
  • 20 %
  • 50 %
  • 125 percent