exv4w5






Exhibit 4.5




SECOND AMENDMENT

TO

TRUST AGREEMENT

FOR

NORDSON EMPLOYEES’ SAVINGS TRUST PLAN

(January 1, 2006 Restatement)



          WHEREAS, under an amended and restated agreement made effective January 1, 2006, as amended
(hereinafter referred to as the “Trust Agreement”), Nordson Corporation maintains in effect the
Nordson Employees’ Savings Trust Plan for the exclusive benefit of eligible employees and their
beneficiaries; and


          WHEREAS, it is desired further to amend the Trust Agreement;


          NOW THEREFORE, the Trust Agreement is hereby amended in the respects hereinafter set forth.



Part A




     Effective September 1, 2008, a new Section 4.15 is added to the Trust Agreement to provide as
follows:




     4.15 Withdrawals from Separate Accounts Upon Attaining Age 59 1/2. In
accordance with procedures established by the Committee, a Participant may withdraw
from the Trust amounts in his Separate Accounts (after adjustment to reflect the
amount of all prior withdrawals, if any, made by him under Plan), subject to a
minimum withdrawal limit of $5,000. Any amount withdrawn by a Participant under the
provisions of this Section 4.15 shall be taken from his Separate Accounts in
accordance with such rules and procedures as the Committee shall from time to time
adopt. Notwithstanding the foregoing, a Participant who is not 100% vested in
sub-accounts reflecting his share of Employer Contributions and forfeitures may not
make a withdrawal from such sub-accounts under this Section 4.15.



Part B




     Effective January 1, 2009, the following shall apply:



 









 





     1. A new paragraph is added to Section 2.1 of the Trust Agreement to provide as follows:




     Notwithstanding the foregoing, an Employee who first completes an Hour of
Service on or after January 1, 2009, including an Employee who has separated from
employment and subsequently upon rehire on or after January 1, 2009, again completes
an Hour of Service, may become an Active Participant pursuant to the provisions of
Section 4.16.



     2. Paragraph (a) of Section 3.1 of the Trust Agreement is amended to provide as follows:




     (a) “Regular Matching Contribution” means the contribution of each
Employer for each Contribution Period in an amount equal to 50% of the Tax
Deferred Contributions and/or Taxable Employee Contributions which were made
on behalf of eligible Participants in accordance with the provisions of
Section 4.1, 4.4, 4.5 and 4.16 during the Contribution Period, as the case
may be, and which were attributable to the first six percent of Compensation
of each such Participant payable in the Contribution Period. For purposes
of this paragraph (a) an “Eligible Participant” is a Participant who is
eligible for an allocation of Regular Matching Contributions for the
Contribution Period pursuant to the provisions of Section 7.2.



     3. A new Section 4.16 is added to the Trust Agreement to provide as follows:




     4.16 Automatic Enrollment. Each Employee who first completes an Hour
of Service on or after January 1, 2009, including an Employee who has separated from
employment and subsequently upon rehire on or after January 1, 2009, again completes
an Hour of Service, shall be enrolled as a Participant in the Plan effective
beginning with the first payment of Compensation to him occuring at least 30 days
following the date he first completes an Hour of Service, and his Employer shall
thereupon begin making Tax Deferred Contributions on his behalf in an amount equal
to 3% of his Compensation. The Compensation otherwise payable to a Participant to
whom this Section 4.16 applies shall be reduced by the amount of the Tax Deferred
Contributions so made on his behalf.




     A Participant shall have a reasonable period following his receipt of the
automatic enrollment notice described in Section 4.17 and before the first payment
of Compensation subject to the automatic reduction in which to make an affirmative
election under the Plan. If a Participant does not make an affirmative election
described herein within the prescribed time period, Tax Deferred Contributions shall
be made on his behalf in accordance with the provisions of this Section 4.16 until
the Participant elects either to change the percentage of his



2









 







Compensation which is contributed as a Tax Deferred Contribution on his behalf or to suspend the Tax
Deferred Contributions made on his behalf, as provided in Sections 4.7 and 4.8.




     The provisions of this Section 4.16 shall not apply to any Participant who
elects to participant in the Plan in accordance with Section 2.1 prior to the
effective time of automatic enrollment.



     4. A new Section 4.17 is added to the Trust Agreement to provide as follows:




     4.17 Notice of Automatic Enrollment. Within a reasonable period before
the date on which Tax Deferred Contributions would otherwise begin pursuant to
Section 4.16, the Committee shall provide the Employee with a notice explaining the
automatic reduction in his Compensation for purposes of making Tax Deferred
Contributions on his behalf, as provided in Section 4.16, and the Employee’s right
to affirmatively elect either to change the percentage of his Compensation which is
contributed as a Tax Deferred Contribution or to suspend the Tax Deferred
Contributions made on his behalf. The notice shall describe the procedures for
making such an election and the period in which such an election may be made.
Additionally, the Committee shall provide an annual notice to Participants of the
amount by which their Compensation is being reduced for purposes of making Tax
Deferred Contributions on their behalf, and their right to change or suspend such
amounts as provided under the Agreement.



     5. A new sentence is added to Section 5.2 of the Trust Agreement to provide as follows:




Notwithstanding the foregoing, in the case of a Participant for whom an automatic
deferral election is made pursuant to Section 4.16 and who has not provided an
affirmative direction concerning the investment of his Tax Deferred Contributions in
the manner described in this Section 5.2, Tax Deferred Contributions allocated to
his Separate Account shall be invested in an Investment Fund designated for such
purpose from time to time by the Committee, which designated Investment Fund need
not be the same for each such Participant.



Part C




     Effective January 1, 2008, Section 7.6 of the Trust Agreement is amended and restated to
provide as follows:




     7.6 Limitation on Crediting of Contributions. Notwithstanding anything
to the contrary contained in this Agreement, the amount of Employer Matching
Contributions, forfeitures, Tax Deferred Contributions and Taxable Employee
Contributions which may be credited to the Separate Accounts of any



3









 






Participant (including, for purposes of this Section 7.6, any former Participant) shall be
subject to the following provisions:




     (a) For purposes of this Section 7.6, the annual addition with respect to
a Participant shall mean the sum for any Limitation Year of the following
amounts:




          (i) Employer Matching Contributions and forfeitures that are credited
to the Separate Accounts of such Participant for such Limitation Year
pursuant to Section 7.2;




          (ii) Tax Deferred Contributions (excluding Catch-Up Contributions, if
any) which are credited to the Separate Accounts of such Participant for
such Limitation Year pursuant to Section 4.1;




          (iii) Taxable Employee Contributions that are credited to the Separate
Accounts of such Participant for such Limitation Year pursuant to
Sections 4.4 and 4.5;




          (iv) the amount, if any, of contributions and forfeitures which are
credited to the Participant under any other defined contribution plan
(whether or not terminated) maintained by an Employer or a Related
Corporation concurrently with the Plan; and




          (v) amounts described in Sections 415(l) (2) and 419A(d)(3) of the Code
allocated to the Participant’s account.




     (b) For purposes of this Section 7.6, a “Limitation Year” shall mean the
Plan Year and the “compensation” of a Participant shall mean the
“participant’s compensation” as defined in Section 415(c)(3) of the Code and
the Treasury Regulations issued thereunder. In particular, such compensation
shall be determined under the safe harbor definition of compensation in
Treasury Regulation Section 1.415(c)-2(d)(4). Notwithstanding any other
provision of the Plan to the contrary, if a Participant has a severance from
employment (as defined in Treasury Regulation Section 1.401(k)-1(d)(2)) with
the Company and all Related Corporations, compensation shall not include
amounts received by the Participant following such severance from employment
except amounts that would otherwise have been paid to the Participant in the
course of his employment and are regular compensation for services during the
Participant’s regular working hours, compensation for services outside the
Participant’s regular working hours (such as overtime or shift differential
pay), commissions, bonuses, or other similar compensation, but only to the
extent such amounts (1) would have been includable in compensation if his
employment had continued and (2) are paid before the later of (a) the close of
the Limitation Year in which the Participant’s severance from employment
occurs or (b) within 2 1/2 months of such severance.



4









 






Compensation shall also include amounts that are payments for accrued bona fide sick, vacation or
other leave, but only if (1) the Participant would have been able to use such
leave if his employment had continued, (2) such amounts would have been
includable in compensation if his employment had continued, and (3) such
amounts are paid before the later of (a) the close of the Limitation Year in
which the Participant’s severance from employment occurs or (b) within 2 1/2
months of such severance. Compensation shall also include amounts paid by an
Employer to a Participant who is not performing services for the Employer due
to qualified military service (within the meaning of Code Section 414(u)(1)),
but only to the extent such amounts do not exceed the amounts the Participant
would have received if he had continued in employment with the Employer.




     (c) For each Limitation Year, the annual additions with respect to a
Participant shall not exceed the lesser of (i) $40,000, as adjusted for
increases in the cost-of-living under Section 415(d) of the Code, or (ii) 100
percent of such Participant’s compensation for such Limitation Year. The
compensation limit referred to in (ii) shall not apply to any contribution for
medical benefits after separation from service (within the meaning of Section
401(h) or 419A(f)(2) of the Code) which is otherwise treated as an annual
addition. If the annual addition to the Separate Accounts of a Participant in
any Limitation Year would otherwise exceed the limitation contained in this
Section 7.6 absent such limitation, any portion of the Employer Matching
Contribution that would exceed such limitation and, to the extent necessary,
the portion of forfeitures which would exceed such limitation shall be
allocated to other Participants in accordance with the provisions of
Article VII. In the event the limitation contained in this Section 7.6 still
would be exceeded, correction shall be made in accordance with the Employee
Plans Compliance Resolution System, as set forth in Revenue Procedure 2006-27,
or any superseding guidance.




     (d) In the event that a Participant or former Participant is covered by
any other qualified defined contribution plan (whether or not terminated)
maintained by an Employer or a Related Corporation concurrently with the Plan,
the procedure set forth in paragraph (c) of this Section 7.6 shall be
implemented on a pro rata basis among all of such plans unless the Participant
is covered by an employee stock ownership plan, in which event the
distribution and forfeiture shall be effected first under any defined
contribution plan that is not an employee stock ownership plan and, if the
limitation is still not satisfied, then under any employee stock ownership
plan on a pro rata basis.



5









 







     (e) For purposes of this Section 7.6, the meaning of “Related
Corporation” shall be as modified by Section 415(h) of the Code.



*                     *                     *





EXECUTED this 31st day of December, 2008.



	 	 	 	 	 
	 	NORDSON CORPORATION

 	 
	 	By:  	/s/ Beverly J. Coen
 	 
	 	 	Name:  	Beverly J. Coen 	 
	 	 	Title:  	Chief Tax and Risk Officer 	 
	 
	 	 	 
	 	And:  	                                       /s/ Robert E. Veillette
 	 
	 	 	Name:  	Robert E. Veillette 	 
	 	 	Title:  	Vice President, General Counsel

and Secretary