exv4w8






Exhibit 4.8




FIRST AMENDMENT

TO

TRUST AGREEMENT

FOR

NORDSON HOURLY-RATED 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 Hourly-Rated 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, effective as of January 1, 2007, the Trust Agreement is hereby amended in the
respects hereinafter set forth.



     1. 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.



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




     8.1 Availability of Loans. 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.



     3. 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