exv4w4






Exhibit 4.4




FIRST 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 (hereinafter
referred to as the “Trust Agreement”), Nordson Corporation (hereinafter referred to as the
“Company”) maintains in effect the Nordson Employees’ Savings Trust Plan (hereinafter referred to
as the “Plan”) for the exclusive benefit of eligible employees and their beneficiaries;


          WHEREAS, the Trust Agreement has not been amended previously; and


          WHEREAS, it is desired to amend the Trust Agreement;


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



     1. Effective December 31, 2007, Section 2.1 of the Plan is hereby amended by the addition of a
new paragraph at the end thereof to read as follows:




Notwithstanding the foregoing, an individual who transfers from employment with YESTech
Inc., TAH Industries, or Dage Holdings, Ltd. to employment with the Company on December 31,
2007, shall not become an Active Participant prior to January 1, 2008.



     2. Effective as of January 1, 2007, the eighth sentence of Section 8.1 of the Plan is hereby
amended to read as follows:




If a loan is approved for a Participant, the Trustee shall transfer an amount equal to the
loan amount from the Participant’s Separate Accounts to a Separate Loan Fund established by
the Trustee for the Participant’s benefit.



     3. Effective December 20, 2007, Section 8.1 of the Plan is hereby amended in its entirety to
read as follows:




8.1 Approval of Loan. A Participant (including for purposes of this Article VIII
any former Participant who is a party in interest) may make application to the Committee for



 









 






a loan from his Separate Accounts. Loans shall be made in accordance with written rules of
the Committee which are hereby incorporated in and made a part of the Plan. Applications
will be accepted during any application period specified by the Committee for a Plan Year.
In determining whether to grant a loan to a Participant, and the amount of any such loan,
consideration shall be given to the basic purposes of the Plan and to a determination of
whether or not the loan meets the requirements of this Article VIII. Each loan shall be
adequately secured. As collateral for any loan granted hereunder, the Participant shall
grant to the Plan a security interest in not more than 50% of his vested interest under the
Plan determined as of the date as of which the loan is originated in accordance with Plan
provisions and, in the case of a Participant who is an active employee, also shall enter
into an agreement to repay the loan by payroll withholding. A loan shall not be granted
unless the Participant consents in writing to the charging of his Separate Account in
accordance with the provisions of Section 8.3 for unpaid principal and interest amounts in
the event the loan is declared to be in default. If a loan is approved for a Participant,
the Trustee shall transfer an amount equal to the loan amount from the Participant’s
Separate Accounts to a Separate Loan Fund established by the Trustee for the Participant’s
benefit. The Participant’s Separate Accounts shall be debited to reflect the transfer of
any amounts to the Participant’s Separate Loan Fund. The Trustee shall make the loan
approved hereby to the Participant out of the Participant’s Separate Loan Fund.



     4. Effective as of January 1, 2007, Section 8.2(c) of the Plan is hereby amended to read as
follows:




     (c) The minimum amount of any loan to a Participant shall equal at least $500.00. The
maximum amount of any such loan, when added to the outstanding balance of all other loans
from the Plan to the Participant shall not exceed the lesser of:




     (i) $50,000, reduced by the excess, if any of (A) the highest outstanding
balance of loans from the Plan to the Participant during the immediately preceding
12-month period, over (B) the outstanding balance of all loans from the Plan to the
Participant as of the date of such loan; or




     (ii) 50 percent of the value of the nonforfeitable portion of such
Participant’s Separate Accounts, valued as of the Valuation Date immediately
preceding the current loan application period and reduced by the amount of any
withdrawals by the Participant since such Valuation Date; or




     (iii) 50 percent of the present value of the nonforfeitable portion of such
Participant’s Separate Accounts under the Plan and all other plans maintained by an
Employer or Related Corporation, determined as of the date such loan is granted.




     For purposes of this Article VIII, except Subsection (ii) above, in the case of a group
of employers which constitutes a controlled group of corporations (as defined in



 









 






Section 414(b) of the Code), which constitutes trades or businesses (whether or not
incorporated) under common control (as defined in Section 414(c) of the Code), or which
constitutes an affiliated service group (as defined in Section 414(m) of the Code), all such
employers shall be considered as a single employer and all plans maintained by such
employer shall be treated as one plan (referred to in this paragraph (c) as the “Plan”).


          EXECUTED this 31st day of December, 2007.



	 	 	 	 	 
	 	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:  	General Counsel and Secretary