TRUST UNDER

MORRIS COMMUNICATIONS CORPORATION

DEFERRED COMPENSATION PLAN

THIS AGREEMENT made this 7^th day of July, 1999, by and between Morris Communications Corporation (the ?Company?) and Institutional Trust Company (the ?Trustee?);

WHEREAS, the Company has adopted the nonqualified deferred compensation plan(s) as listed in Appendix A and expects to adopt additional deferred compensation plans that may, with the consent of the Trustee, be added to Appendix A (each referred to as a ?Plan?);

WHEREAS, the Company has incurred or expects to incur liability under the terms of each Plan with respect to the individuals participating in each Plan;

WHEREAS, the Company wishes to establish a trust (hereinafter called the ?Trust?) and to contribute to the Trust assets that shall be held therein, subject to the claims of Company?s creditors in the event of Company?s Insolvency, as herein defined, until paid to Plan participants and their beneficiaries (or returned to the Company) in such manner and at such times as specified in the Plan;

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

WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in meeting its liabilities under the Plan.

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

ARTICLE I

ESTABLISHMENT OF TRUST

1.1. The Company hereby deposits with Trustee in trust the amounts as determined as credited to the individual plan participants and indicated in their respective plans, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

1.2. The Trust hereby established shall be irrevocable.

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

1.4. The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company?s general creditors under federal and state law in the event of Insolvency, as defined in Section 3.1. herein.

1.5. Within 15 days following the accrual of benefits or deferral of compensation by a Plan participant or other requirement under a Plan for the Company to make a contribution to this Trust, the Company shall irrevocably deposit additional cash or other property to the Trust in an amount sufficient to pay each Plan participant or beneficiary the accrued benefits or the required contribution pursuant to the terms of the Plan.

1.6. The Trustee shall maintain separate accounts (each referred to as a ?Trust Account?) for the benefit of each participant in each Plan. All earnings attributable to or credited to each Trust Account shall be maintained for the benefit of such Trust Account. The Company shall designate the Trust Accounts to which each Company contribution shall be credited.

ARTICLE II

PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

2.1. The Company shall deliver to Trustee a schedule (the ?Payment Schedule?) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries) and each account maintained under this Trust, that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. 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 Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company.

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