AGREEMENT ---------

EXHIBIT 10(a)
-------------

EXCHANGE AGREEMENT
------------------

THIS AGREEMENT (this "Agreement") is entered into as of February 22, 2000
between Xxxxxx-Xxxxxxxx Corporation (the "Employer") and Xxxxxx X. Xxxxx (the
"Participant").

RECITALS
--------

A. The Employer has offered the Participant certain benefits under an
Executive Estate Protection Plan in exchange for a portion of the
Participant's future compensation.

B. The Participant desires to surrender a portion of his future
compensation in order to participate in the Executive Estate Protection
Plan.

AGREEMENT
---------

NOW THEREFORE, it is mutually agreed that:

1. REDUCTION IN FUTURE COMPENSATION.

a. SURRENDER. In consideration of the Employer's agreement to be
bound by the terms of the Executive Estate Protection Plan
Document (defined below), the Participant agrees to the
irrevocable surrender of future incentive pay as described in
Exhibit A attached hereto and incorporated herein by reference
(the "Surrendered Compensation") beginning on March 1, 2000 and
ending on January 31, 2005 (the "Surrender Term"). The
Participant acknowledges that he shall have no further rights or
claims of any sort whatsoever to the Surrendered Compensation.

b. SHORTFALL. In the event the Participant's incentive pay on any
Surrender Date (as defined in Exhibit A), net of any amount which
cannot be deferred under the Employer's Executive Deferral Plan,
is less than the Surrendered Compensation scheduled for such
Surrender Date, the Corporation shall be entitled to reduce any
cash compensation (including base pay and incentive compensation)
or non-qualified plan benefits payable to the Participant or his
representatives, heirs or beneficiaries (including without
limitation benefits payable under the Employer's Supplemental
Executive Retirement Program, Savings Restoration Plan or
Executive Deferral Plan) by an amount equal to any such shortfall
plus interest on such shortfall between the scheduled Surrender
Date and the actual date of surrender in the amount of 4.52% per
annum.

c. TERMINATION OF EMPLOYMENT. In the event the employment of the
Participant is terminated prior to the end of the Surrender Term
for any reason other than Termination for Cause or the death of
the Participant (but only if the Participant is the Decedent),
the Corporation shall be entitled to reduce any cash compensation
or other non-qualified benefits payable to the Participant, or
his representatives, heirs or beneficiaries (including without
limitation benefits payable under the Employer's Supplemental
Executive Retirement Program, Savings Restoration Plan or
Executive Deferral Plan) by an amount equal to the sum of the
Surrendered Compensation remaining in the Surrender Term (the
"Mandatory Benefit Reduction"); provided,

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however, to the extent any Mandatory Benefit Reduction is
imposed by the Employer on any payment earlier than the
corresponding Surrendered Compensation would have been
surrendered by the Participant, the amount of the Mandatory
Benefit Reduction shall be reduced to the present value of
such Surrendered Compensation calculated by using a 4.52%
discount rate.

2. EXECUTIVE ESTATE PROTECTION. The Employer has provided the Participant
with an Executive Estate Protection Plan, comprised of that certain
Executive Estate Protection Plan Agreement attached hereto on Exhibit B
by and between the Employer, the Participant and the Xxxxxx X. Xxxxx
and Xxxxx-Xxxxxxxxxxx Xxxxx Irrevocable Trust dated December 22, 1999,
and the "as sold" illustration of an Executive Estate Protection Plan
Insurance Policy as issued by Xxxx Xxxxxxx Life Insurance Company,
dated February 21, 2000 (together, the "Executive Estate Protection
Plan Document"). By his signature below, the Participant acknowledges
that he has received a copy of the Executive Estate Protection Plan
Document. The parties to this Agreement agree to and shall be bound by,
and have the benefit of, each and every provision of the Executive
Estate Protection Plan Document as set forth in the Executive Estate
Protection Plan Agreement. This Agreement and the Executive Estate
Protection Plan Document, collectively, shall be considered one
complete contract between the parties.

3. EFFECT ON EXECUTIVE DEFERRAL PLAN. The Participant hereby agrees that
the amount of any Surrendered Compensation hereunder shall reduce the
maximum amount which the Participant is entitled to elect to defer
under the Employer's Executive Deferral Plan.

4. EFFECT ON BONUS AND OTHER BENEFITS. The Employer hereby agrees that the
amount of any Surrendered Compensation hereunder shall be included in
Participant's incentive pay for the purpose of determining the
Participant's benefits under the Employer's Supplemental Executive
Retirement Program. The Participant hereby agrees that the amount of
any Surrendered Compensation hereunder shall not be included in
incentive pay for the purpose of determining allowable deferrals under
the Employer's Retirement Savings Plan, Savings Restoration Plan and
Executive Deferral Plan nor for the purpose of determining benefits
payable under the Employer's Retirement Plan.

5. CHANGE IN CONTROL. Employer intends to seek the approval of its Board
of Directors to fund all payments required by the Employer under the
Executive Estate Protection Plan in an irrevocable grantor trust in the
event of a Change in Control of the Employer (as such term is defined
in the Change in Control Severance Agreement between the Employer and
the Participant dated August 16, 1996).

6. ACKNOWLEDGMENT. The Participant hereby acknowledges that he has read
and understands this Agreement and the Executive Estate Protection Plan
Document.

7. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of,
and be binding upon, the Employer and its successors and assigns, and
the Participant and his assignees, devisees and heirs.

8. GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the State of Ohio, as in effect at the time of the
execution of this Agreement.

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9. DEFINED TERMS. Initially capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Executive Estate
Protection Plan Document.

IN WITNESS WHEREOF, the Participant has signed and the Employer has
accepted this Agreement as of the date first written above.

/s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx

XXXXXX-XXXXXXXX CORPORATION

By: /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chairman and Chief Executive Officer

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EXHIBIT A
---------

Surrender Dates Executive Compensation RONA
--------------- ---------------------- ----

Each of March 2000-01-02-03-04 $5,495

Each of April 2000-01-02-03-04 $5,345

Each of June 2000-01-02-03-04 $5,495

Each of August 2000-01-02-03-04 $5,495 $12,480

Each of October 2000-01-02-03-04 $5,345

Each of January 2001-02-03-04-05 $5,345

--------- ---------
Sub-Totals: $16,485 $28,515

TOTAL SURRENDERED COMPENSATION/YR. = $45,000

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EXECUTIVE ESTATE PROTECTION AGREEMENT

This Executive Estate Protection Agreement ("Agreement") is made as of
February 22, 2000, among Xxxxxx-Xxxxxxxx Corporation, an Ohio corporation, (the
"Corporation"), Xxxxxx X. Xxxxx (the "Participant") and the Xxxxxx X. Xxxxx and
Xxxxx-Xxxxxxxxxxx Xxxxx Irrevocable Trust dated December 22, 1999 ( the
"Owner").

RECITALS
--------

A. The Participant desires to insure his life and his wife's life for the
benefit and protection of the Participant's family or other beneficiary
under the Policy (as defined below);

B. The Corporation desires to help the Participant provide life insurance
for the benefit and protection of his family or beneficiary by
providing funds from time to time to pay the premiums due on the Policy
in accordance with this Agreement; and

C. The Owner desires to assign certain rights and interests in the Policy
to the Corporation, to the extent provided herein, as security for
repayment of certain funds provided by the Corporation for the
acquisition and/or maintenance of the Policy.

AGREEMENT
---------

NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and
covenants set forth below, the parties to this Agreement agree as follows:

1. DEFINITIONS. For purposes of this Agreement, unless otherwise clearly
apparent from the context, the following phrases or terms shall have
the following indicated meanings:

(a) "Aggregate Premiums Paid" shall mean, at any time, an amount
equal to the cumulative premiums paid by the Corporation on
the Policy.

(b) "Cash Surrender Value" shall mean an amount that equals, at
any specified time, the cash surrender value as determined
under the terms of the Policy.

(d) "Collateral Assignment" shall mean an assignment made by the
Owner in favor of the Corporation in a form attached to this
Agreement as Exhibit 1.

(e) "Collateral Interest" shall mean the Corporation's interest in
the Policy, which shall equal, at any time, the lesser of
Aggregate Premiums Paid or Cash Surrender Value, and which
shall be repaid to the Corporation in accordance with Section
6 below.

(f) "Corporation's Death Benefit" shall mean the portion of the
Policy's death benefit equal to Aggregate Premiums Paid plus
an amount equal to the cumulative premiums paid by the Owner
on the policy pursuant to Section 3(b) hereof.

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(g) "Decedent" shall mean the second to die of the Participant and
his wife.

(h) "Designated Beneficiary" shall mean the beneficiary designated
under the Policy.

(i) "Economic Income" shall mean an amount equal to the value of
the "economic benefit" derived by the Participant from the
Policy's life insurance protection, as determined for Federal
income tax purposes under the Code. Economic Income shall
include any increase in economic benefit attributable to the
death of the first to die under the Policy.

(j) "Insurer(s)" shall mean Xxxx Xxxxxxx Life Insurance Company.

(k) "Investment Elections" shall mean any elections which the
Owner has under the Policy to invest the Cash Surrender Value.

(l) "Owner" shall mean the Xxxxxx X. Xxxxx and Xxxxx-Xxxxxxxxxxx
Xxxxx Irrevocable Trust dated December 22, 1999.

(m) "Owner's Death Benefit" shall mean the portion of the Policy's
death benefit, if any, that exceeds the Corporation's Death
Benefit. The ultimate amount of death benefit payable under
the Policy is dependent upon the financial performance of the
Policy.

(n) "Participant" shall mean Xxxxxx X. Xxxxx.

(o) "Policy" shall mean the following joint life policy on the
life of the Participant and his wife that is issued by the
Insurer:

INSURER POLICY NUMBER TYPE OF POLICY
----------------------------- ---------------------- -------------------------

Xxxx Xxxxxxx Life Insurance Estate Protection Life
Company Insurance
----------------------------- ---------------------- -------------------------

(p) "Split Dollar Maturity Date" shall mean the date on which the
first of any of the following events occurs:

(i) the fifteenth (15th) anniversary of the issuance of
the Policy;

(ii) the death of the Decedent; or

(iii) Termination for Cause.

(q) "Termination for Cause" shall mean termination of the
Participant's employment by the Corporation as a result of
activity by the Participant detrimental to the interest of the
Corporation, including without limitation:

(i) the rendering of services for an organization, or
engaging in a business, that is in competition with
the Corporation;

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(ii) the disclosure to anyone outside of the Corporation,
or the use for any purpose other than the
Corporation's business, of confidential information
or material related to the Corporation;

(iii) fraud, embezzlement, theft-in-office or other illegal
activity; or

(iv) violation of the Corporation's Code of Ethics.

2. ACQUISITION OF POLICY; OWNERSHIP OF INSURANCE. The parties to this
Agreement shall cooperate in applying for and obtaining the Policy. The
Policy shall be issued to the Owner as the sole and exclusive owner of
the Policy, subject to the rights and interests granted to the
Corporation as provided in this Agreement and the Collateral
Assignment. Concurrent with the signing of this Agreement, the Owner
will collaterally assign the Policy to the Corporation, in the form of
the Collateral Assignment, as security for the payment of the
Collateral Interest, which assignment shall not be altered or changed
without the mutual consent of the Corporation and the Owner.

3. PREMIUM PAYMENTS ON POLICY.

(a) PAYMENTS AND REIMBURSEMENTS. Prior to the occurrence of the
Split Dollar Maturity Date, the Corporation shall pay to the
Insurer, on or before each applicable premium due date, all
applicable premiums for the Policy, less the amount payable by
the Owner as described in subsection (b) below. The
Corporation shall promptly notify Owner in writing of the
amount and date of such premium payments. In the event that
the Corporation fails to make any such payment, the Owner or
the Participant may make (but is not required to make) any
such payment, and the Corporation shall immediately reimburse
the Owner or the Participant, as the case may be, for any
amount so paid.

(b) PREMIUM PAYMENT BY OWNER. Prior to the occurrence of the Split
Dollar Maturity Date, Owner shall pay to the Insurer, on or
before each applicable premium due date, a premium payment
equal to the Economic Income for such calendar year, as
mutually determined by the Corporation and the Participant.

(c) PREMIUM REIMBURSEMENT. At least sixty (60) days prior to each
applicable premium due date, the Corporation shall make a
payment to the Participant equal to the premium payable by the
Owner pursuant to subsection (b) above.

(d) TAX REIMBURSEMENT. On or before March 15 following each
calendar year until the Split Dollar Maturity Date, the
Corporation shall reimburse the Participant for the
Participant's state, local and federal income tax liability
attributable to (i) the Participant's Economic Income for such
calendar year, if any; (ii) the payment by the Corporation to
the Participant pursuant to subsection (c) above; and (iii)
payments made pursuant to this subsection (d). The tax rates
used by the Corporation in calculating the reimbursement under
this Section 3(d) shall be the

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appropriate federal, state and local income tax rates in
effect for the Participant at the time of payment, as
determined by the Corporation.

4. CORPORATION'S RIGHTS. The Corporation's rights and interests in and to
the Policy shall be specifically limited to (i) the right to be paid
its Collateral Interest and the Corporation's Death Benefit, if any, in
accordance with Section 6 below, and (ii) the rights specified in the
Collateral Assignment.

5. OWNER'S RIGHTS. Subject to the terms of this Agreement and the
Collateral Assignment, the Owner of the Policy shall be entitled to
exercise all rights in the Policy; provided, however, that while the
Collateral Assignment is in effect, the following rights may be
exercised only with the consent of the Corporation, which consent may
be withheld at the sole discretion of the Corporation:

(a) To borrow against or pledge the Policy;
(b) To surrender or cancel the Policy;
(c) To take a distribution or withdrawal from the Policy; or
(d) To make Investment Elections.

In particular, subject to the terms and conditions of the Policy, and
the provisions of Section 6 below, the Owner may assign its rights
under this Agreement and the Collateral Agreement, including but not
limited to an assignment to an insurance trust of which the Participant
is a settlor. In the event of an assignment of its rights, the Owner
shall promptly notify the Corporation of the name and address of the
new Owner or assignee, including the name and address of any trustee.

6. COLLATERAL INTEREST. On the Split Dollar Maturity Date, the Collateral
Interest (or, if applicable under Section 6(a) below, the Corporation's
Death Benefit) shall be paid or repaid to the Corporation in the
following manner:

(a) Notwithstanding any provision of this Agreement or the Policy
that may be construed to the contrary, if the Split Dollar
Maturity Date occurs due to the death of the Decedent, (i) the
Corporation shall be entitled to that portion of the Policy's
death proceeds that equals the Corporation's Death Benefit, if
any, and (ii) the Owner or the Designated Beneficiary, as the
case may be, shall be entitled to the Owner's Death Benefit;
provided, however, if the Split Dollar Maturity Date occurs
due to the suicide of the Decedent, and the proceeds from the
Policy are limited by either a suicide or contestability
provision under the Policy, the Corporation shall be entitled
to that portion of the higher of the Policy's Cash Surrender
Value or death proceeds that does not exceed the Aggregate
Premiums Paid. In either event, promptly following the
Decedent's death, the Corporation and the Owner or the
Designated Beneficiary shall take all steps necessary to
collect the death proceeds of the Policy by submitting the
proper claims forms to the Insurer. The Corporation shall
notify the Insurer of the amount of the Owner's Death Benefit
(except when the Policy's proceeds are limited because of the
Decedent's death by suicide) and the Corporation's Death
Benefit. Such amounts shall be paid, respectively, by the
Insurer to the Owner or to the Designated Beneficiary, as the
case may be, and the Corporation.

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(b) If the Split Dollar Maturity Date is other than the date of
the Decedent's death, the Corporation's Collateral Interest in
the Policy shall be paid to the Corporation in one of the
following ways, as elected by the Owner in writing within
thirty (30) days after the date the Corporation first notifies
the Participant and Owner in writing of the occurrence of the
Split Dollar Maturity Date:

(i) By the Owner authorizing the Insurer to make a loan
against the Policy in an amount equal to the
Corporation's Collateral Interest and to pay the
proceeds to the Corporation, in which case the Owner
shall be considered the borrower for all purposes
under the loan;

(ii) By the Owner authorizing the Insurer to withdraw from
the Cash Surrender Value of the Policy an amount
equal to the Corporation's Collateral Interest and to
pay the proceeds to the Corporation; or

(iii) By the Owner paying to the Corporation, from the
Owner's separate funds, an amount equal to the
Corporation's Collateral Interest.

(c) If the Owner fails to timely exercise any of the options under
Section 6(b) above, the Corporation shall be entitled to
instruct the Insurer to pay to the Corporation from the Cash
Surrender Value of the Policy an amount equal to the
Corporation's Collateral Interest.

(d) The Corporation agrees to keep records of its premium payments
and to furnish the Owner and the Insurer with a statement of
its Collateral Interest whenever either party requires such
statement.

(e) Upon and after the Corporation's Collateral Interest in the
Policy has been repaid pursuant to Section 6(b) above, the
Corporation shall execute and file with the Insurer an
appropriate release of the Corporation's interest in the
Policy and shall have no further interest in the Policy.
Further, the Participant and/or Owner hereby acknowledge,
understand and agree that, upon the release of the
Corporation's Collateral Interest, the Corporation shall
continue not to have any responsibility for the future
performance of the Policy and shall have no obligation to make
any additional premium payments.

(f) Upon payment to the Corporation of its Collateral Interest or
the Corporation's Death Benefit in accordance with this
Section 6, this Agreement shall terminate and no party shall
have any further rights or obligations under the Agreement
with respect to any other party provided that the Corporation
has complied with all provisions of this Agreement.

7. INSURER.

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(a) The Insurer is not a party to this Agreement, shall in no way
be bound by or charged with notice of its terms, and is
expressly authorized to act only in accordance with the terms
of the Policy. The Insurer shall be fully discharged from any
and all liability under the Policy upon payment or other
performance of its obligations in accordance with the terms of
the Policy.

(b) The signature(s) required for the Insurer to recognize the
exercise of a right under the Policy shall be specified in the
Collateral Assignment.

8. CLAIMS PROCEDURE.

The following claims procedure shall be followed in handling any
benefit claim under this Agreement:

(a) The Owner, Participant, or the Designated Beneficiary, as the
case may be, (the "Claimant"), shall file a claim for benefits
by notifying the Corporation in writing. If the claim is
wholly or partially denied, the Corporation shall provide a
written notice within ninety (90) days (unless special
circumstances require an extension of time for processing the
claim, in which case an extension not to exceed ninety (90)
days shall be allowed) specifying the reasons for the denial,
the provisions of this Agreement on which the denial is based,
and additional material or information, if any, that is
necessary for the Claimant to receive benefits. Such written
notice shall also indicate the steps to be taken by the
Claimant if a review of the denial is desired.

(b) If a claim is denied, and a review is desired, the Claimant
shall notify the Corporation in writing within sixty (60) days
after receipt of written notice of a denial of a claim. In
requesting a review, the Claimant may submit any written
issues and comments the Claimant feels are appropriate. The
Corporation shall then review the claim and provide a written
decision within sixty (60) days of receipt of a request for a
review (unless special circumstances require an extension of
time for processing the claim, in which case an extension not
to exceed ninety (60) days shall be allowed). This decision
shall state the specific reasons for the decision and shall
include references to specific provisions of this Agreement,
if any, upon which the decision is based.

9. AMENDMENT OF AGREEMENT. This Agreement shall not be modified or amended
except by a writing signed by all the parties hereto.

10. BINDING AGREEMENT. This Agreement shall be binding upon the heirs,
administrators, executors, successors and assigns of each party to this
Agreement.

11. STATE LAW. This Agreement shall be subject to and construed under the
internal laws of the State of Ohio, without regard to its conflicts of
laws principles.

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12. VALIDITY. In case any provision of this Agreement shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts of this Agreement, but this Agreement shall be
construed and enforced as if such illegal or invalid provision had
never been inserted in this Agreement.

13. NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
Agreement shall not be deemed to constitute a contract of employment
between the Corporation and the Participant. Nothing in this Agreement
shall be deemed to give the Participant the right to be retained in the
service of the Corporation or to interfere with the right of the
Corporation to discipline or discharge the Participant at any time.

14. NOTICE. Any notice or filing required or permitted to be given under
this Agreement to the Owner, Participant or the Corporation shall be
sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:

To the Owner : Xxxxxx X. Xxxxx and Xxxxx-Xxxxxxxxxxx Xxxxx
Irrevocable Trust dated December 22, 1999
c/o Xxxxxxx Xxxxxxxxxx, Trustee
enTrust Incorporated
00000 Xxxxxxxxx Xxxx, Xxxxx 0
Xxxxxxxxx, XX 00000-0000

To the Participant: Xxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxx, XX 00000

To the Corporation: Xxxxxx-Xxxxxxxx Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel

or to such other address as may be furnished to the Owner, Participant
or the Corporation in writing in accordance with this notice provision.
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification. Any notice or filing
required or permitted to be given to the Owner and/or the Participant
or the Designated Beneficiary under this Agreement shall be sufficient
if in writing and hand-delivered, or sent by mail, to the last known
address of the Owner and/or the Participant, as the case may be.

15. CREDITWORTHINESS OF INSURER; TAX CONSEQUENCES. The Participant and
Owner assume all risk of the creditworthiness of the Insurer and
acknowledge that the Corporation makes no representation or guarantee
of the creditworthiness of any Insurer. The Participant and Owner
acknowledge responsibility for all federal, state and local income,
estate or gift tax consequences imposed on the Participant and Owner as
a result of this Agreement and further acknowledge that the Corporation
has not made any representations or guarantees of present or future tax
consequences.

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16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with regard to the subject matter of this
Agreement and supersedes all previous negotiations, agreements and
commitments in respect thereto. No oral explanation or oral information
by the parties to this Agreement shall alter the meaning or
interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first written above.

XXXXXX-XXXXXXXX CORPORATION

By:/s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chairman and Chief Executive Officer

/s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx

XXXXXX X. XXXXX AND
XXXXX-XXXXXXXXXXX XXXXX
IRREVOCABLE TRUST DATED
DECEMBER 22, 1999

By: /s/Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx, Trustee

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EXHIBIT 1

COLLATERAL ASSIGNMENT
---------------------

This Collateral Assignment (this "Assignment") is made and entered into
as of February 22, 2000, by and between the Xxxxxx X. Xxxxx and
Xxxxx-Xxxxxxxxxxx Xxxxx Irrevocable Trust dated December 22, 1999 (the "Owner"),
as the owner of a life insurance policy, No. 20046108 (the "Policy"), issued by
Xxxx Xxxxxxx Life Insurance Company (the "Insurer"), on the lives of Xxxxxx X.
Xxxxx (the "Participant") and Xxxxx-Xxxxxxxxxxx Xxxxx, Participant's wife (the
"Wife"), and Xxxxxx-Xxxxxxxx Corporation, an Ohio corporation (the
"Corporation").

RECITALS
--------

A. The Corporation desires to help the Owner provide life insurance for
the benefit and protection of the Participant's family or beneficiary
by providing funds from time to time to pay the premiums due on the
Policy as more specifically provided in the Executive Estate Protection
Agreement entered into between the Participant, the Owner and the
Corporation as of the date hereof (the "Agreement"); and

B. In consideration of the Corporation agreeing to provide such funds in
accordance with the terms and conditions of the Agreement, the Owner
agrees to grant to the Corporation, as a security interest in the
Policy, a collateral security interest for the payment of the
Corporation's Collateral Interest (as defined in the Agreement).

AGREEMENT
---------

NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and
covenants set forth below, the parties to this Assignment agree as follows:

1. ASSIGNMENT. The Owner hereby assigns, transfers and sets over to the
Corporation, and its successors and assigns, those certain rights and
interests described in the Agreement that are to be assigned to the
Corporation in accordance with the Agreement. Furthermore, this
Assignment is made, and the Policy is to be held as collateral security
for, any and all liabilities of the Owner to the Corporation, either
now existing, or that may hereafter arise, pursuant to the terms of the
Agreement.

2. SIGNATURES.

(a) To facilitate the operation of this Assignment, the parties
agree that the Insurer is hereby notified that the following
rights under the Policy may be exercised while the Assignment
is in effect without the signature or consent of any other
party:

(i) The Owner may sign a request to change the
beneficiary under the Policy without the signature or
consent of the Corporation.

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(ii) The Corporation may sign an instruction to the
Insurer to pay an amount equal to the Corporation's
Collateral Interest from the Policy's Cash Surrender
Value to the Corporation without the Participant's or
the Owner's signature or consent; provided that the
Corporation simultaneously delivers to the Insurer a
notarized statement that the Corporation is
exercising its rights in accordance with Section 6(c)
of the Agreement.

(b) The exercise of any other right under the Policy not
specifically set forth above shall be exercised with the
signature of both the Corporation and the Owner.

3. POLICY PROCEEDS. Any amount payable from the Policy during the
Participant's or the Wife's lives or at the Decedent's (as defined in
the Agreement) death shall first be paid to the Corporation to the
extent of its Collateral Interest or the Corporation's Death Benefit
(as defined in the Agreement), respectively. Any balance will be paid
to the Owner during the Participant's or the Wife's lifetime or to the
Designated Beneficiary (as defined in the Agreement) upon or after the
Decedent's death. A settlement option may be elected by the recipient
of the proceeds. For purposes of this Section, the amount of the
Collateral Interest or Corporation's Death Benefit shall be determined
for purposes of the Insurer by a written statement delivered to the
Insurer and signed by the Corporation.

4. ENDORSEMENT. The Corporation shall hold the Policy while this
Assignment is operative and, upon request, forward the Policy to the
Insurer, without unreasonable delay, for endorsement of any designation
or change of beneficiary, any election of optional mode of settlement,
or the exercise of any other right reserved by the Owner in this
Assignment.

5. INSURER. The Insurer is hereby authorized to recognize the
Corporation's claims to rights hereunder without investigating the
reason for any action taken by the Corporation, the validity or amount
of any of the liabilities of the Owner to the Corporation under the
Agreement, the existence of any default therein, the giving of any
notice required herein, or the application to be made by the
Corporation of any amounts to be paid to the Corporation. The Insurer
shall not be responsible for the sufficiency or validity of this
Assignment and is not a party to the Agreement (or any other similar
executive life insurance agreement) between the Corporation and the
Owner or the Participant.

6. RELEASE OF ASSIGNMENT. Upon the full payment of the Corporation's
Collateral Interest in accordance with the terms and conditions of this
Assignment and the Agreement, the Corporation shall release to the
Owner, if the Owner retains the Policy in accordance with the
Agreement, the Policy and all specific rights included in this
Assignment.

7. AMENDMENT OF ASSIGNMENT. This Assignment shall not be modified, amended
or terminated, except by a writing signed by all the parties hereto.

8. NO RESTRICTION ON ASSIGNMENT . This Assignment does not limit the
rights of the Owner to assign the rights it has retained under the
Policy which rights may be assigned in accordance with Section 5 of the
Agreement.

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9. BINDING AGREEMENT. This Assignment shall be binding upon the heirs,
administrators, executors and permitted successors and assigns of each
party to this Assignment.

10. STATE LAW. This Assignment shall be subject to and be construed under
the internal laws of the State of Ohio, without regard to its conflicts
of law principles.

11. VALIDITY. In case any provision of this Assignment shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts of this Assignment, but this Assignment shall be
construed and enforced as if such illegal or invalid provision had
never been inserted in this Assignment.

IN WITNESS WHEREOF, the Owner and the Corporation have signed this
Assignment as of the date first written above.

XXXXXX X. XXXXX AND XXXXXX-XXXXXXXX CORPORATION
XXXXX-XXXXXXXXXXX XXXXX
IRREVOCABLE TRUST DATED
DECEMBER 22, 1999

By: /s/Xxxxxxx Xxxxxxxxxx By: /s/Xxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxxxxx, Trustee Xxxxx X. Xxxxxxx
Chairman and Chief Executive
Officer

Filed with the Insurer:
-----------------------

/s/ M. A. Xxxxxxxx Date: 3/3/2000
Insurer

The Xxxx Xxxxxxx Variable Life Insurance Company
without assuming any responsibility for the validity
or the sufficiency of this instrument, has on this
date, filed a duplicate thereof at it's Home Office.

Date 3/3/2000
XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY

By /s/ Xxxxx Xxxxxx Secretary

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AGREEMENT ---------

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