exv4w7






Exhibit 4.7




TRUST AGREEMENT

FOR

NORDSON HOURLY-RATED EMPLOYEES’

SAVINGS TRUST PLAN

(January 1, 2006 Restatement)




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	 	3	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	3	 
	1.2 Construction
	 	 	10	 
	 
	 	 	 	 
	ARTICLE II EMPLOYEE ELIGIBILITY AND PARTICIPATION
	 	 	11	 
	 
	 	 	 	 
	2.1 Election to Participate
	 	 	11	 
	2.2 Notification of Eligibility to Employees
	 	 	11	 
	2.3 Notice of Eligibility
	 	 	11	 
	2.4 Service
	 	 	12	 
	2.5 Changes in Employment Status
	 	 	12	 
	2.6 Reemployment of a Participant
	 	 	13	 
	 
	 	 	 	 
	ARTICLE III EMPLOYER CONTRIBUTIONS
	 	 	14	 
	 
	 	 	 	 
	3.1 Type and Amount of Contributions
	 	 	14	 
	3.2 Payment of Contributions
	 	 	14	 
	3.3 Limitation on Amount
	 	 	15	 
	3.4 Finality of Determination
	 	 	15	 
	3.5 Effect of Plan Termination
	 	 	15	 
	3.6 Limitation on Employer Matching Contributions and Taxable Employee Contributions
of Highly Compensated Employees
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV PARTICIPANT CONTRIBUTIONS
	 	 	17	 
	 
	 	 	 	 
	4.1 Tax Deferred Contributions
	 	 	17	 
	4.2 Limitation on Tax Deferred Contributions of Highly Compensated Employees
	 	 	19	 
	4.3 Taxable Employee Contributions
	 	 	21	 
	4.4 Lump-Sum Contributions
	 	 	22	 
	4.5 Administration
	 	 	22	 
	4.6 Changes in Contribution Authorization
	 	 	22	 
	4.7 Suspension of Tax Deferred Contributions or Taxable Contributions
	 	 	23	 
	4.8 Resumption of Contributions by a Participant
	 	 	23	 
	4.9 Withdrawal of Taxable Employee Contributions
	 	 	24	 
	4.10 Withdrawal of Tax Deferred Contributions
	 	 	24	 
	4.11 Overriding Limitation
	 	 	27	 
	4.12 Election Adjustments
	 	 	27	 
	4.13 Catch-Up Contributions
	 	 	27	 
	 
	 	 	 	 
	ARTICLE V DEPOSIT AND INVESTMENT OF CONTRIBUTIONS
	 	 	29	 
	 
	 	 	 	 
	5.1 Deposit of Contributions
	 	 	29	 






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	 	 	Page
	5.2 Investment Elections of Current Contributions
	 	 	29	 
	5.3 Election to Change Investment of Prior Contributions
	 	 	30	 
	5.4 Diversification Elections
	 	 	31	 
	 
	 	 	 	 
	ARTICLE VI ESTABLISHMENT OF FUNDS AND PARTICIPANTS’ ACCOUNTS
	 	 	32	 
	 
	 	 	 	 
	6.1 Establishment of Commingled Funds
	 	 	32	 
	6.2 Separate Accounts
	 	 	32	 
	6.3 Rollover Contributions
	 	 	32	 
	6.4 ESOP Diversification
	 	 	34	 
	 
	 	 	 	 
	ARTICLE VII ALLOCATIONS TO ACCOUNTS AND VALUATIONS
	 	 	35	 
	 
	 	 	 	 
	7.1 Transmittal of Information Concerning Contributions
	 	 	35	 
	7.2 Allocation of Employer Matching Contributions and of Any Additional Employer
Contributions
	 	 	35	 
	7.3 Allocation and Crediting of Forfeitures
	 	 	37	 
	7.4 Readjustments of Participants’ Accounts
	 	 	37	 
	7.5 Valuation of Investment Funds and Separate Accounts
	 	 	38	 
	7.6 Limitation on Crediting of Contributions
	 	 	38	 
	7.7 Determinations of Trustee
	 	 	41	 
	7.8 Notification
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VIII LOANS TO PARTICIPANTS
	 	 	42	 
	 
	 	 	 	 
	8.1 Availability of Loans
	 	 	42	 
	8.2 Terms and Conditions
	 	 	43	 
	8.3 Repayment of Loan
	 	 	44	 
	 
	 	 	 	 
	ARTICLE IX TERMINATION OF PARTICIPATION AND DISTRIBUTION
	 	 	44	 
	 
	 	 	 	 
	9.1 Termination of Participation
	 	 	44	 
	9.2 Vesting Schedule
	 	 	45	 
	9.3 Separate Accounting for Non-Vested Amounts
	 	 	46	 
	9.4 Years of Vested Service
	 	 	47	 
	9.5 Election of Former Vesting Schedule
	 	 	47	 
	9.6 Distribution
	 	 	47	 
	9.7 Time of Distribution
	 	 	48	 
	9.8 Effect of Committee’s Determination
	 	 	50	 
	9.9 Investment of Separate Accounts
	 	 	51	 
	9.10 Reemployment of Former Participant
	 	 	51	 
	9.11 Restrictions on Alienation
	 	 	52	 
	9.12 Facility of Payment
	 	 	52	 
	9.13 Disposition of Forfeited Balances
	 	 	53	 
	9.14 Buy Back Provisions
	 	 	53	 
	9.15 Special Rules Relating to Distribution Upon Termination of Plan
	 	 	54	 
	9.16 Direct Rollover Election
	 	 	55	 
	9.17 Transition Rules for Required Commencement of Distribution
	 	 	56	 






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	 	 	Page
	9.18 Distribution to Other Qualified Plans
	 	 	56	 
	 
	 	 	 	 
	ARTICLE X SPECIAL ESOP FEATURE PROVISIONS
	 	 	57	 
	 
	 	 	 	 
	10.1 Merger of ESOP
	 	 	57	 
	10.2 Participation in the ESOP Feature
	 	 	57	 
	10.3 Employer Contributions under the ESOP Feature
	 	 	58	 
	10.4 Payment of Contributions
	 	 	58	 
	10.5 Transition Fund
	 	 	58	 
	10.6 ESOP Fund
	 	 	59	 
	10.7 Suspense Fund
	 	 	59	 
	10.8 Dividend Fund
	 	 	60	 
	10.9 Separate ESOP Accounts
	 	 	60	 
	10.10 Allocation of Employer ESOP Contributions and Forfeitures Among Participants
	 	 	61	 
	10.11 Crediting of Employer ESOP Contributions and Forfeitures
	 	 	62	 
	10.12 Valuation of Assets and Adjustment of Separate ESOP Accounts
	 	 	62	 
	10.13 Payment and Pass Through of Dividends
	 	 	63	 
	10.14 Distribution of Separate ESOP Accounts
	 	 	63	 
	10.15 Special Diversification Election
	 	 	64	 
	10.16 Sale or Repurchase of Shares
	 	 	65	 
	10.17 Administrative Simplification
	 	 	65	 
	10.18 Special Valuation Provision
	 	 	66	 
	10.19 Spin-Off of ESOP Feature
	 	 	66	 
	 
	 	 	 	 
	ARTICLE XI THE COMMITTEE
	 	 	67	 
	 
	 	 	 	 
	11.1 Membership
	 	 	67	 
	11.2 Rules and Regulations
	 	 	67	 
	11.3 Authority of Committee and Company
	 	 	67	 
	11.4 Action of Committee
	 	 	68	 
	11.5 Claims Review Procedure
	 	 	69	 
	11.6 Resignation, Removal, and Designation of Successors
	 	 	73	 
	11.7 Records
	 	 	74	 
	11.8 Compensation
	 	 	74	 
	11.9 Indemnification
	 	 	74	 
	11.10 Qualified Domestic Relations Orders
	 	 	75	 
	 
	 	 	 	 
	ARTICLE XII BENEFICIARIES
	 	 	76	 
	 
	 	 	 	 
	12.1 Designation of Beneficiary
	 	 	76	 
	12.2 Beneficiary in Absence of a Designated Beneficiary
	 	 	76	 
	12.3 Spousal Consent to Beneficiary Designation
	 	 	76	 
	 
	 	 	 	 
	ARTICLE XIII POWERS AND DUTIES OF THE TRUSTEE
	 	 	78	 
	 
	 	 	 	 
	13.1 Trust Property and Investments
	 	 	78	 
	13.2 Investment Guidelines
	 	 	79	 






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	 	 	Page
	13.3 Claims Against Trust
	 	 	80	 
	13.4 Borrowing
	 	 	80	 
	13.5 Voting Rights
	 	 	81	 
	13.6 Company Directions; Investment Manager
	 	 	81	 
	13.7 Registration of Securities; Nominees
	 	 	82	 
	13.8 Agents, Attorneys, Actuaries, and Accountants
	 	 	82	 
	13.9 Deposit of Funds
	 	 	83	 
	13.10 Legal Advice
	 	 	83	 
	13.11 Other Authority
	 	 	83	 
	13.12 Court Action Not Required
	 	 	83	 
	13.13 Trustee’s Performance
	 	 	84	 
	13.14 Directions to the Trustee
	 	 	84	 
	13.15 Payment of Taxes; Indemnity
	 	 	84	 
	13.16 Compensation and Expenses of Trustee
	 	 	84	 
	13.17 Records and Statements
	 	 	85	 
	13.18 Voting of Shares
	 	 	85	 
	13.19 Tenders and Exchanges
	 	 	86	 
	13.20 The Company shall be responsible for complying with applicable federal and state
securities laws and regulations
	 	 	89	 
	 
	 	 	 	 
	ARTICLE XIV SUCCESSOR TRUSTEE
	 	 	90	 
	 
	 	 	 	 
	14.1 Resignation or Removal of the Trustee
	 	 	90	 
	14.2 Appointment of the Successor Trustee
	 	 	90	 
	 
	 	 	 	 
	ARTICLE XV AMENDMENT AND TERMINATION
	 	 	91	 
	 
	 	 	 	 
	15.1 Amendment
	 	 	91	 
	15.2 Limitation on Amendment
	 	 	91	 
	15.3 Termination
	 	 	91	 
	15.4 Adoption by Related Corporation
	 	 	92	 
	15.5 Extension to New Business Operations
	 	 	93	 
	15.6 Special Provisions Regarding Eligibility and Benefits
	 	 	93	 
	15.7 Changes in Corporate Organization
	 	 	93	 
	15.8 Participation of U.S. Citizens Employed by Foreign Subsidiaries
	 	 	94	 
	 
	 	 	 	 
	ARTICLE XVI MISCELLANEOUS PROVISIONS
	 	 	95	 
	 
	 	 	 	 
	16.1 No Commitment as to Employment
	 	 	95	 
	16.2 Benefits
	 	 	95	 
	16.3 No Guarantees
	 	 	95	 
	16.4 Precedent
	 	 	95	 
	16.5 Duty to Furnish Information
	 	 	95	 
	16.6 Withholding
	 	 	95	 
	16.7 Merger, Consolidation, or Transfer of Plan Assets
	 	 	96	 
	16.8 Condition on Employer Contributions
	 	 	96	 
	16.9 Back Pay Awards
	 	 	96	 






-iv-









 






	 	 	 	 	 
	 	 	Page
	16.10 Validity of Agreement
	 	 	98	 
	16.11 Parties Bound
	 	 	98	 
	16.12 Profit-Sharing Plan
	 	 	98	 
	16.13 Qualified Military Service
	 	 	99	 
	16.14 Leased Employees
	 	 	99	 
	 
	 	 	 	 
	ARTICLE XVII MERGER OF NORDSON CORPORATION HOURLY-RATED EMPLOYEES’ RETIREMENT PLAN AND
TRUST
	 	 	101	 
	 
	 	 	 	 
	17.1 Merger of Plans
	 	 	101	 
	17.2 Participation
	 	 	101	 
	17.3 Retirement Saturday Fund
	 	 	101	 
	17.4 Separate Accounts
	 	 	101	 
	17.5 Investment Elections
	 	 	102	 
	17.6 Investment Guideline
	 	 	102	 
	17.7 Administration of Retirement Saturday Accounts and Fund
	 	 	103	 
	17.8 Vesting and Protected Benefits
	 	 	103	 
	 
	 	 	 	 
	ARTICLE XVIII TRANSFER OF CERTAIN ASSETS AND LIABILITIES BETWEEN THE PLAN AND THE NORDSON
EMPLOYEES’ SAVINGS TRUST PLAN
	 	 	104	 
	 
	 	 	 	 
	18.1 Transfer of Certain Assets and Liabilities to the Plan
	 	 	104	 
	18.2 Protected Benefits
	 	 	104	 
	18.3 Transfer of Certain Assets and Liabilities to the NEST
	 	 	104	 
	 
	 	 	 	 
	ARTICLE XIX EFFECTIVE DATE
	 	 	106	 
	 
	 	 	 	 
	19.1 Effective Date of Amendment and Restatement
	 	 	106	 
	 
	 	 	 	 
	ADDENDUM RE: MINIMUM DISTRIBUTION REQUIREMENTS
	 	 	108	 











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TRUST AGREEMENT

FOR

NORDSON HOURLY-RATED EMPLOYEES’

SAVINGS TRUST PLAN

(January 1, 2006 Restatement)




     THIS AGREEMENT, made and entered into at Westlake, Ohio, this 1st day of January, 2006, by and
between NORDSON CORPORATION, an Ohio corporation, (hereinafter referred to as the “Company”) and
NEW YORK LIFE TRUST COMPANY, a New York Corporation, (hereinafter referred to as the “Trustee”);



W I T N E S S E T H:




     WHEREAS, by trust agreement made effective April 1, 1990, the Nordson Hourly-Rated Employees’
Savings Trust Plan was established for the exclusive benefit of certain eligible hourly-rated union
employees and their beneficiaries; and



     WHEREAS, said trust agreement was amended and restated in its entirety effective January 1,
2000 and October 1, 2000, and has been subsequently amended on a number of occasions;



     WHEREAS, effective October 1, 2000, the Nordson Corporation Union Employees Stock Ownership
Plan (the “ESOP”) was merged into the Plan, and an “ESOP Feature” was added to the Plan, although
no contributions within the ESOP Feature were subject to Section 401(k) or 401(m) of the Internal
Revenue Code of 1986, as amended (the “Code”), it being a nonelective Company provided benefit; and



     WHEREAS, it is desired to amend further and restate the terms, provisions, and conditions of
said trust agreement to consolidate the provisions of the Plan, to reflect recent changes in law,
to spin-off the ESOP Feature and for other purposes;



 









 





     NOW, THEREFORE, the parties agree that, effective as of January 1, 2006, and such other dates
as may be provided herein, said trust agreement is hereby amended and restated in its entirety to
provide as hereinafter set forth;



     FURTHER, the parties agree that, effective December 31, 2006, and in accordance with Section
414(l) of the Code, the ESOP Feature of the Plan shall be spun-off and thereafter maintained as a
separate plan to be known as the Nordson Corporation Union Employees Stock Ownership Plan and the
related assets and liabilities shall be transferred to and held under a separate trust to be known
as the Nordson Corporation Union Employees Stock Ownership Trust; and



     FURTHER, that the Trustee shall hold all assets presently held by it, and all funds and other
property hereafter contributed to it pursuant to the provisions hereof, together with all
increments, proceeds, investments and reinvestments thereof, in trust, for the uses and purposes
and upon the terms and conditions hereinafter set forth.



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ARTICLE I




DEFINITIONS



     1.1 Definitions. The following words and phrases as used herein shall have the
following meanings, unless a different meaning is plainly required by the context:




     (a) The term “Act” shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to a Section of the Act shall include such section and
any comparable section, or sections, of any future legislation that amends, supplements, or
supersedes such section.




     (b) The term “Active Participant” shall mean a Participant who, as of the time the
determination is being made, is an Employee and currently is making, or having made on his
behalf, contributions to the Trust pursuant to Article IV, including any such Participant who
is precluded from making, or having made on his behalf, contributions to the Trust only by
reason of the limitations set forth in Sections 1.1(h), 3.6, 4.1, and 4.2, and including any
Participant who is on an approved leave of absence or layoff as determined by the Company.




     (c) The term “Agreement” shall mean this Trust Agreement for the Nordson Hourly-Rated
Employees’ Savings Trust Plan, including any amendment hereafter made.




     (d) The term “Beneficiary” shall mean the person who, in accordance with the provisions
of Article XII, is entitled to receive a distribution of a Participant’s interest, or portion
thereof, under the Plan in the event a Participant or former Participant dies before his
entire interest shall have been distributed to him.




     (e) The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time. Reference to a section of the Code shall include such section, and any comparable
section, or sections, of any future legislation that amends, supplements, or supersedes such
section.




     (f) The term “Committee” shall mean the Committee which is established in accordance with
the provisions of Article XI, and which at the time is designated, qualified, and acting
hereunder.




     (g) The term “Company” shall mean Nordson Corporation, its corporate successors, and any
corporation into or with which it is merged or consolidated.




     (h) The term “Compensation” shall mean the total wages and overtime pay which are paid,
or which would have been paid except for the provisions of the Plan, to a Participant during a
Plan Year by an Employer for his services as an Employee while he is a Participant, excluding,
however, discretionary payments, allowances and reimbursements for employee expenses, tuition
reimbursements, fringe benefits, moving expenses, deferred compensation, welfare benefits,
payments upon the exercise of stock appreciation rights,



-3-









 







bonuses paid outside a properly authorized written bonus plan, and all non-cash
remuneration, determined prior to any exclusions for amounts deferred under Sections 125,
132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b), or 457(b) of the Code; provided, however, that
Compensation of a Participant for a Plan Year shall not include any amount in excess of
$200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17) of
the Code. The cost-of-living adjustment in effect for a calendar year applies to annual
Compensation for the determination period that begins with or within such calendar year.
Notwithstanding the foregoing, Compensation shall not include the value of any qualified or
non-qualified stock option granted to the Participant by his Employer to the extent such value
is includable in the Participant’s taxable income, nor shall it include any amount realized in
exercise of any such option, upon a disqualifying disposition of any stock acquired in
connection with any such exercise, or upon the lapse of any restrictions on stock granted by
an Employer to the Participant.




     (i) The term “Contribution Period” shall mean (i) with respect to Regular Matching
Contributions made with respect to a Participant, the period ending on each pay date
applicable to the Participant, and (ii) with respect to True Up Matching Contributions and any
Additional Contributions, the Plan Year.




     (j) The term “Dividend Fund” shall mean the trust fund maintained by the Trustee for the
Plan and referred to in 10.8.




     (k) The term “Eligible Employee” shall mean any Employee who has completed 90 days of
Service after the date on which he first completes an Hour of Service, and who becomes
eligible to participate in the Plan in accordance with the provisions of Article II.




     (l) The term “Employee” shall mean each common law employee of an Employer (i) who is
compensated on an hourly-rate basis or hourly-rate and incentive basis, and (ii) who is
covered by a collective bargaining agreement with the Union. Notwithstanding the foregoing,
for purposes only of the ESOP Feature, the term “Employee” shall have the meaning set forth in
Section 10.2.




     (m) The term “Employer” shall mean the Company or any Related Corporation which adopts
the Plan in accordance with the provisions of Section 15.4, so long as any such Related
Corporation has not withdrawn from the Plan. Notwithstanding the foregoing, an Employer may
adopt the Plan exclusive of the ESOP Feature, in which event it shall not be an Employer with
respect to the ESOP Feature.




     (n) The term “Employer Matching Contribution” shall mean the amount the Employers
contribute to the Plan in accordance with the provisions of Article III, and shall include
Regular Matching Contributions, True Up Matching Contributions, and Additional Contributions,
as described in Section 3.1.




     (o) The term “Employer ESOP Contribution” shall mean the amount the Employers contribute
to the Plan in accordance with the provisions of Article X.




     (p) The term “ESOP Feature” shall mean that portion of the Plan which constitutes an
employee stock ownership plan as described in Section 4975(e)(7) of the



-4-









 






Code, which portion of the Plan is designed to invest primarily in qualifying employer securities.



     (q) The term “ESOP Fund” shall mean the trust fund maintained by the Trustee for the Plan
and referred to in Section 10.6.




     (r) The term “Highly Compensated Employee” shall mean an Employee or former Employee who
is a highly compensated active employee or a highly compensated former employee as defined
hereunder.




     A “highly compensated active employee” includes any Employee who performs services for
an Employer during the Plan Year and who (i) was a five percent owner at any time during the
Plan Year or the look back year or (ii) received compensation from an Employer during the
look back year in excess of $80,000 (subject to adjustment annually at the same time and in
the same manner as under Section 415(d) of the Code).




     A “highly compensated former employee” includes any Employee who (i) separated from
service from an Employer and all Related Companies (or is deemed to have separated from
service from an Employer and all Related Companies) prior to the Plan Year, (ii) performed
no services for an Employer during the Plan Year, and (iii) for either the separation year
or any Plan Year ending on or after the date the Employee attains age 55, was a highly
compensated active employee, as determined under the rules in effect under Section 414(q) of
the Code for such year.




     The determination of who is a Highly Compensated Employee hereunder, including, if
applicable, determinations as to the number and identity of employees in the top paid group,
shall be made in accordance with the provisions of Section 414(q) of the Code and
regulations issued thereunder.




     For purposes of this definition, the following terms have the following meanings:




     (i) An employee’s “compensation” means compensation as defined in Section
415(c)(3) of the Code and regulations issued thereunder.




     (ii) The “look back year” means the 12-month period immediately preceding the
Plan Year.




     (s) The term “Hour of Service” shall mean each hour which is determined and credited as
such to a person in accordance with the following provisions:




     (i) each hour for which he is paid, or entitled to payment, for the performance
of duties for an Employer or a Related Corporation; provided, however, that hours
for which he is paid at a premium rate shall be treated as straight-time hours;




     (ii) each hour for which he is paid, or entitled to payment, directly or
indirectly, by an Employer or a Related Corporation on account of a period of time
during which no duties are performed (irrespective of whether he remains



-5-









 







employed) due to vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty, or leave of absence, up to a maximum of eight
hours per day and 40 hours per week; provided, however, that no more than 501 hours
shall be credited under this subparagraph (ii) to a person on account of any single
continuous period during which he performs no duties (whether or not such period
occurs in a single Plan Year); provided, further, that no hours shall be credited
for any payment which is made or due under a program maintained solely for the
purpose of complying with applicable workers’ compensation, unemployment
compensation, or disability insurance laws; and provided further, that no hours
shall be credited to a person for payment which is made or due solely as
reimbursement of medical or medically related expenses incurred by him;




     (iii) each hour for which he would have been scheduled to work for an Employer
or a Related Corporation during a period of time that he is absent from work because
of sickness or injury for which a leave of absence is granted or other temporary
Company-approved leave of absence, up to a maximum of eight hours a day, 40 hours
per week;




     (iv) each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by an Employer or a Related Corporation; provided,
however, that the crediting of hours of service for back pay awarded or agreed to
with respect to periods of employment or absence from employment described in any
other subparagraph of this paragraph (s) shall be subject to the limitations set
forth therein; and




     (v) each hour for which he would have been scheduled to work for an Employer or
a Related Corporation during a period of time that he is absent from work because of
service with the armed forces of the United States but only if he returns to work
within the period during which he retains employment rights pursuant to federal law,
up to a maximum of eight hours per day and 40 hours per week.




     In the case of a payment which is made or due on account of a period during which a
person performs no duties and which results in the crediting of hours under subparagraph
(ii) or (iii), or in the case of an award or agreement for back pay under subparagraph (iv),
to the extent that such an award or agreement is made with respect to a period during which
no work is performed as described in such subparagraph (ii) or (iii), the number of hours to
be credited shall be determined as follows: (1) in the case of a payment which is
calculated on the basis of units of time, such as hours, days, weeks, or months, the number
of hours to be credited shall be the number of regularly scheduled working hours included in
the units of time on the basis of which the payment is calculated; or (2) in the case of a
payment which is not calculated on the basis of units of time, the number of hours to be
credited shall be equal to the amount of the payment divided by the person’s most recent
hourly rate of compensation immediately prior to the period to which the payment relates.
Hours determined shall be included in, or proportioned among, the computation periods within
which occurs the hour or other



-6-









 







period for which the person is paid or entitled to payment, for which back pay is
awarded or agreed to, or for which he would have been scheduled to work. Notwithstanding
anything to the contrary contained herein, no more than one Hour of Service shall be
credited to a person for any one hour of his employment or absence from employment.




     (t) The term “Inactive Participant” shall mean a Participant who, although continuing to
have a Separate Account maintained in his name, is not an Active Participant because he has
ceased to be an Employee or has terminated his contribution obligation.




     (u) The term “Investment Fund” shall mean any common trust fund from time to time
established and maintained by the Trustee in conjunction with the Plan pursuant to the
provisions of Section 6.1.




     (v) The term “Loan” which is referred to in Section 13.4, shall mean a loan made to the
Trustee by a “disqualified person,” as defined in Section 4975(e)(2) of the Code, or a loan
made to the Trustee that is guaranteed by a disqualified person, including a direct loan of
cash, a purchase-money transaction, or an assumption of the obligation of the Trust.




     (w) The term “Nordson Stock Fund” shall mean the common trust fund established and
maintained by the Trustee in conjunction with the Plan pursuant to the provisions of Section
6.1.




     (x) The term “Participant” shall mean an Eligible Employee who elects to make, or have
made on his behalf, a contribution in accordance with the provisions of Section 2.1 and with
respect to whom a Separate Account is maintained or who is eligible to participate in the ESOP
Feature pursuant to Section 10.2 and with respect to whom a Separate ESOP Account is
maintained.




     (y) The term “Plan” shall mean the retirement plan established by this Agreement, which
plan is entitled the “Nordson Hourly-Rated Employees’ Savings Trust Plan”.




     (z) The term “Plan Administrator” which shall be the administrator for purposes of the
Act and the plan administrator for purposes of the Code, shall mean the Company.




     (aa) The term “Plan Year” shall mean the period from April 1, 1990 to December 31, 1990,
and thereafter, the 12-month period which ends on December 31 of each year.




     (bb) The term “Reemployment Date” shall mean the first date on which an Employee again
completes an Hour of Service after a Severance Date.




     (cc) The term “Related Corporation” shall mean any subsidiary of the Company, or any of
its subsidiaries; provided, however, that whether or not included in the foregoing, such term
shall mean and refer to each corporation which is a member of a controlled group of
corporations, within the meaning of Section 1563(a) of the Code, determined without regard to
Section 1563(a)(4) and Section 1563(e)(3)(C) of the Code, any trade or



-7-









 







business (whether or not incorporated) which is a member of a group under common control
with the Employer as determined under Section 414(c) of the Code, any organization which is a
member of an affiliated service group of which the Employer is also a member as determined
under Section 414(m) of the Code and any other entity required to be aggregated with an
Employer pursuant to regulations under Section 414(o) of the Code.




     (dd) The term “Rollover Sub-Account” shall mean a sub-account of a Participant which
reflects his interest in the Nordson Stock Fund or any other Investment Fund and which is
established pursuant to the provisions of Section 6.3.




     (ee) The term “Separate Account” shall mean any of the accounts maintained by the Trustee
pursuant to Section 6.2 and any Retirement Saturday Account maintained pursuant to Section
17.4, which reflect his interest in the Nordson Stock Fund, the other Investment Funds, or the
Retirement Saturday Fund.




     (ff) The term “Separate ESOP Accounts” of a Participant shall mean the Participant’s
Stock Account and Cash Account maintained by the Trustee and referred to in Section 10.9.




     (gg) The term “Separate Loan Fund” shall mean any fund which is established by the
Trustee pursuant to the provisions of Article VIII.




     (hh) The term “Service” shall mean the period of an Employee’s employment with an
Employer which is credited to him in accordance with the provisions of Section 2.4.




     (ii) The term “Service Date” shall mean the first date on which an Employee completes an
Hour of Service.




     (jj) The term “Severance Date” shall mean with respect to an Employee the earliest of (i)
the date on which his retirement, death, or other termination of employment occurs, (ii) the
second anniversary of the first day of a period in which he remains absent from employment due
to layoff (or such earlier day on which his employment is terminated under the Employer’s
policy pertaining to layoffs), or (iii) the first anniversary of the first day of a period in
which he remains absent from employment with an Employer or a Related Corporation for any
other reason; except that for purposes of Section 2.4, no Employee shall incur a Severance
Date until the second anniversary of the first day on which an Employee is absent from
employment with an Employer or a Related Corporation for maternity or paternity reasons.
Furthermore, if an Employee is absent from employment due to illness, injury, or layoff or on
an approved leave of absence, he shall not incur a Severance Date by reason of such absence if
he returns to employment at the conclusion of such illness, injury, layoff, or approved leave
of absence; and if he is absent from employment while on active service in the Armed Service
of the United States, his Severance Date shall be the date on which he was first so absent
unless he returns to employment with an Employer or a Related Corporation during the period
during which he retains reemployment rights pursuant to federal law. For purposes of this
paragraph, an



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absence from employment for maternity or paternity reasons shall mean an absence due to
(i) the pregnancy of the Employee, (ii) the birth of a child of the Employee, (iii) the
placement of a child with the Employee in connection with the adoption of such child by the
Employee, or (iv) the caring of such child for a period beginning immediately following such
birth or placement. Notwithstanding the foregoing, however, if an Employee retires or dies or
his employment otherwise is terminated during a period of absence from employment for any
reason other than retirement or termination, his Severance Date shall be the date of such
retirement, death, or other termination of employment.




     (kk) The term “Shares” shall mean common shares of the Company that are readily tradable
on an established securities market, except that if there are no common shares that meet this
requirement, the “Shares” shall mean common shares of the Company with voting power and
dividend rights no less favorable than the voting power and dividend rights of other common shares of the Company.




     (ll) The term “Suspense Fund” shall mean the trust fund maintained by the Trustee for the
Plan and referred to in Section 10.7.




     (mm) The term “Tax Deferred Contributions” shall mean the amount by which the Participant
has elected to have his Compensation reduced and contributed to the Plan on his behalf by his
Employer in accordance with the provisions of Section 4.1.




     (nn) The term “Taxable Employee Contributions” shall mean the amount of Compensation that
a Participant elects, or is deemed to have elected, to have deducted from his Compensation and
contributed to the Plan in accordance with the provisions of Section 4.3 or Section 4.4.




     (oo) The term “Transition Fund” shall mean the trust fund established and maintained by
the Trustee for the Plan and referred to in Section 10.5.




     (pp) The term “Trust” shall mean the trust established and maintained under this
Agreement, and shall include the Nordson Stock Fund, each other Investment Fund, the
Retirement Saturday Fund, the ESOP Fund, the Dividend Fund, the Transition Fund, and any other
separate fund maintained by the Trustee hereunder such as a separate Loan Fund established in
accordance with the provisions of Article VIII.




     (qq) The term “Trustee” shall mean NEW YORK LIFE TRUST COMPANY, or any successor trustee
which at the time shall be designated, qualified, and acting hereunder.




     (rr) The term “Union” shall mean Local Lodge No. 1802, District No. 139, International
Association of Machinists.




     (ss) The term “Valuation Date” shall mean the dates designated by the Committee and
communicated to the Trustee, which dates may differ between the various Funds; provided,
however, that such term shall include the last day of each Plan Year.



-9-









 





     1.2 Construction. Where necessary or appropriate to the meaning hereof, the singular
shall be deemed to include the plural, the plural to include the singular, the masculine to include
the feminine and the feminine to include the masculine.



-10-









 





ARTICLE II




EMPLOYEE ELIGIBILITY AND PARTICIPATION



     2.1 Election to Participate. Each Eligible Employee who is an Active Participant in
the Plan on December 31, 2005, shall continue as a Participant hereunder. Each other Eligible
Employee shall become an Active Participant upon electing to participate in the Plan in accordance
with enrollment procedures prescribed by the Committee, including:




     (a) his authorization for his Employer to make Compensation reductions with respect to
his Tax Deferred Contributions in accordance with the provisions of Section 4.1, if
applicable; or




     (b) his authorization for his Employer to make payroll deductions with respect to his
Taxable Employee Contributions in accordance with the provisions of Section 4.3, if
applicable; and




     (c) his election as to the investment of his Tax Deferred Contributions and his Taxable
Employee Contributions, and, to the extent applicable, Employer Matching Contributions made on
his behalf, in accordance with the provisions of Section 5.2.


No contributions or benefits (other than Employer Matching Contributions) may be conditioned upon a
Participant’s Tax-Deferred Contributions.




     2.2 Notification of Eligibility to Employees. Within a reasonable period prior to the
date an Employee will become an Eligible Employee, the Company shall cause a notice of eligibility
to be given to each Employee who, if his employment with his Employer continues, would become an
Eligible Employee. Any Employee, whether or not so notified, may apply to his Employer for a
determination as to his eligibility, and any Employee making such an application shall be
considered a Claimant within the meaning of Section 11.5.



     2.3 Notice of Eligibility. The Company shall notify the Trustee of Eligible Employees
becoming eligible to participate. Upon becoming an Active Participant hereunder, an Eligible
Employee shall become entitled to the benefits under the Plan and shall be bound by all of the
provisions of this Agreement.



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     2.4 Service. Each person who is an Employee of an Employer on or after April 1, 1990,
shall be credited with Service for each period (i) commencing on his Service Date or his
Reemployment Date, and (ii) terminating on his next following Severance Date. If an Employee’s
Reemployment Date occurs within 12 months after the earlier of (i) his immediately preceding
Severance Date, or (ii) the first day of a period in which he remains absent from employment with
an Employer or a Related Corporation for any reason, he shall be credited with Service for the
period of absence preceding such Reemployment Date if he otherwise is not credited with Service for
such absence under the foregoing provisions of this Section 2.4. In the event that a Severance
Date occurs with respect to an Employee and the provisions of the foregoing sentence of this
Section 2.4 do not apply, such Employee shall forfeit his Service credited with respect to the
period ending on such Severance Date, and such forfeited Service shall be reinstated upon his
completion of an Hour of Service as an Employee:




     (a) if the period between such Severance Date and such Reemployment Date is less than
five years, or




     (b) if his previously forfeited Service is greater than the period, computed to the
nearest 1/12th year, beginning on his most recent Severance Date and ending on such
Reemployment Date; or




     (c) if he had a nonforfeitable right to any portion of his account balance under the Plan
derived from contributions made by an Employer as of his Severance Date.



     2.5 Changes in Employment Status. If an Active Participant ceases to be an Employee
but continues in the employment of an Employer or a Related Corporation, he shall continue to be an
Active Participant for purposes of Section 7.2. Moreover, if a person is transferred directly from
employment (i) with an Employer in a capacity other than as an Employee, or (ii) with a Related
Corporation, to employment as an Employee, his Service with an Employer or a Related Corporation
shall be included in determining his eligibility to participate in the Plan. If such a person
becomes an Eligible Employee immediately due to such



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crediting of service, he may become a Participant immediately upon making his election in
accordance with Section 2.1.




     2.6 Reemployment of a Participant. If a retired or former Participant is reemployed
by an Employer or a Related Corporation after he incurs a Settlement Date in accordance with the
provisions of Section 9.1 and if his Service is reinstated pursuant to the provisions of Section
2.4, he shall again become an Active Participant on the date he is reemployed by an Employer and
makes his election in accordance with the provisions of Section 2.1; provided, however, that if he
is not reemployed as an Employee, he shall again become an Active Participant on the first day
thereafter on which he does become an Employee and makes his election in accordance with the
provisions of Section 2.1. If a former Participant who incurs a Settlement Date under Section 9.1
is thereafter reemployed as an Employee and if his Service is not reinstated pursuant to the
provisions of Section 2.4, he shall become an Eligible Employee on the earliest date after such
reemployment as of which he meets the eligibility requirements of the Plan.



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ARTICLE III




EMPLOYER CONTRIBUTIONS



     3.1 Type and Amount of Contributions. For purposes of this Article III and the Plan
generally, the following shall apply:




     (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 Sections 4.1 and 4.3 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.




     (b) “True Up Matching Contribution” means the contribution of each Employer for each
Contribution Period (which shall be the Plan Year, as specified in Section 1.1(i)) that when
aggregated with the Regular Matching Contributions made on each eligible Participant’s behalf
for all Contribution Periods ending during the Plan Year will provide each such Participant
with an Employer Matching Contribution at the maximum rate specified in paragraph (a) of this
Section 3.1 taking into account the Participant’s Tax-Deferred Contributions and/or Taxable
Employee Contributions and Compensation for the full Plan Year. For purposes of this
paragraph (b) an “eligible Participant” is a Participant who is eligible for an allocation of
True Up Matching Contributions for the Plan Year pursuant to the provisions of Section 7.2.




     (c) “Additional Contribution” means any additional contribution for any Plan Year made by
the Employers. An Additional Contribution, if made, shall be determined by action of the
Board of Directors of the Company or their delegate.



     3.2 Payment of Contributions. The Employer Matching Contribution for any Contribution
Period shall be paid to the Trustee within the period of time established by the Code for such
contribution to be deductible by the Employers in computing federal income taxes with respect to
the Plan Year, but regardless of when actually paid, for all purposes of this Agreement (other than
investment, as described below), shall be deemed to have been made not later than the last day of
such Plan Year. Employer Matching Contributions may not be made earlier than (i) the performance
of services relating to the Tax-Deferred Contributions to which such



-14-









 




Employer Matching Contributions relate, or (ii) when the Compensation that is subject to the
election to make Tax-Deferred Contributions would be payable to the Participant in the absence of
an election to defer unless necessary to accommodate a bona fide administrative concern, the
principal purpose of which is not to accelerate deductions. Upon receipt of any such Employer
Matching Contribution, the Trustee shall deposit the same in the Nordson Stock Fund and the other
Investment Funds as directed by the Committee.




     3.3 Limitation on Amount. Notwithstanding anything to the contrary contained in this
Agreement, the Employer contributions for any Plan Year shall in no event exceed (i) the maximum
amount which will constitute an allowable deduction for such year to the Employers under Section
404 of the Code, (ii) the maximum amount which may be contributed by the Employers under Section
415 of the Code, or (iii) the maximum amount which may be contributed pursuant to any wage
stabilization law, or any regulation, ruling, or order issued pursuant to law.



     3.4 Finality of Determination. The Company shall have exclusive responsibility with
respect to determining the amount of the Employer Matching Contribution and, upon determining such
amount for a Contribution Period, shall transmit to the Committee and to the Trustee a written
statement of the amount of such Contribution. A determination so made shall be final and
conclusive upon the Employers, the Committee, the Trustee, and all Participants, former
Participants, and Beneficiaries.



     3.5 Effect of Plan Termination. Notwithstanding anything to the contrary contained in
this Agreement, the termination of the Plan shall terminate the liability of the Employers to make
further contributions hereunder, other than contributions for any Contribution Period ended prior
to the time of such termination.



-15-









 





     3.6 Limitation on Employer Matching Contributions and Taxable Employee Contributions of
Highly Compensated Employees. The actual contribution percentage test is automatically
satisfied pursuant to Section 1.401(m)-1(a)(3) of the Treasury Regulations because the Plan is
maintained exclusively for collectively bargained employees.



-16-









 





ARTICLE IV




PARTICIPANT CONTRIBUTIONS



     4.1 Tax Deferred Contributions. Commencing with the date as of which an Eligible
Employee becomes a Participant, he may elect to have Tax Deferred Contributions of not less than
one percent nor more than 16 percent of his Compensation made to the Plan on his behalf by his
Employer. Tax-Deferred Contributions on behalf of a Participant shall commence with the first
payment of Compensation made on or after the date on which his election is effective which cannot
precede the earlier of (i) the performance of services relating to the Tax-Deferred Contributions
and (ii) when the Compensation that is subject to the election would be payable to the Participant
in the absence of an election to defer unless necessary to accommodate a bona fide administrative
concern, the primary purpose to which is not to accelerate deductions. In no event, however, may
the Tax Deferred Contributions (excluding Catch-Up Contributions, if any) made to the Plan on his
behalf during any calendar year when aggregated with all of his other elective deferrals under any
other plan, contract, or arrangement of an Employer or a Related Corporation, exceed the
“applicable limit” for the Participant’s taxable year beginning in the calendar year. The
“applicable limit” for a Participant’s taxable year beginning in the 2006 calendar year is $15,000
and for each subsequent calendar year is an adjusted amount established by the Secretary of the
Treasury pursuant to Section 402(g)(5) of the Code. In the event a Participant elects to have his
Employer make any Tax Deferred Contribution on his behalf, the Compensation of such Participant
shall be reduced by the percentage he elected to have contributed in accordance with the terms of
the Compensation reduction authorization in effect for such Participant pursuant to paragraph (a)
of Section 2.1, subject, however, to the $15,000 (as adjusted) annual aggregate limitation on cash
or deferred contributions, including Tax Deferred



-17-









 




Contributions (excluding Catch-Up Contributions, if any) hereunder. Notwithstanding anything
to the contrary contained in this Plan, in the event that a Participant notifies the Committee in
writing no later than the first March 1 following the close of his taxable year that excess
deferrals have been made on his behalf under the Plan for such taxable year, such excess amounts,
plus any income and minus any loss attributable thereto through a date that is not more than 7 days
prior to the date of distribution, shall be distributed to the Participant no later than the April
15 immediately following such taxable year. For purposes of this Section 4.1, “excess deferrals”
means that portion of a Participant’s Tax Deferred Contributions (excluding Catch-Up Contributions,
if any) that, when added to amounts deferred under other plans or arrangements described in
Sections 401(k), 408(k), or 403(b) of the Code, would exceed the limit imposed on the Participant
under Section 402(g) of the Code for the taxable year of the Participant in which the Tax Deferred
Contributions were made. In the event that a Participant’s aggregate elective deferrals under all
plans of the Employers and all Related Corporations exceed the applicable limit under Section
402(g) of the Code for the taxable year, the Participant, no later than the first March 1 following
the close of such taxable year shall be deemed to have designated the allocation of the excess
deferrals among the Plan and any other plan of an Employer or a Related Corporation under which the
elective deferrals occurred and shall be deemed to have notified each plan of the portion allocated
to it, which shall be the excess deferrals multiplied by a fraction the numerator of which is the
Participant’s elective deferrals for the taxable year under the plan and the denominator of which
is the Participant’s elective deferrals for the taxable year, and the Company, not later than the
first April 15 following the close of the taxable year, shall direct distribution to the
Participant of the amount of the excess elective deferrals allocated to the Plan and any income or
loss allocable thereto through a date that is not more than 7 days prior to






-18-









 







the date of distribution; provided, however, that any such distributed excess elective
deferrals shall nevertheless be taken into account for purposes of computing deferral percentages
for the Plan Year in which made under Section 4.2, but with respect only to Highly Compensated
Employees. The income and loss attributable to excess deferrals under the Plan shall be determined
in the manner set forth in Section 4.2. The amount of excess deferrals for a taxable year under
this Section 4.1 shall be reduced by any excess Tax Deferred Contributions as described in Section
4.2 previously distributed with respect to the Participant for the Plan Year beginning with or
within such taxable year.




     4.2 Limitation on Tax Deferred Contributions of Highly Compensated Employees.
Notwithstanding any other provision in this Agreement to the contrary, no Tax Deferred
Contributions (excluding Catch-Up Contributions, if any) made with respect to a Plan Year on behalf
of eligible Highly Compensated Employees may result in an average deferral percentage for such
Participants which exceeds the greater of:




     (a) a percentage that is equal to 125 percent of the average deferral percentage for all
other Eligible Employees for the testing year; or




     (b) a percentage that is equal to 200 percent of the average deferral percentage for all
other Eligible Employees for the testing year and that is not more than two percentage points
higher than the average deferral percentage for all other Eligible Employees for the testing
year.


In the event that the Tax Deferred Contributions with respect to a Plan Year for Highly Compensated
Employees would otherwise exceed the limitations set forth above, the Committee shall determine the
dollar amount of the excess by reducing the dollar amount of contributions made on behalf of Highly
Compensated Employees in order of their actual deferral percentages beginning with the highest of
such percentages.




     After determining the dollar amount of the excess contributions that have been made to the
Plan, the Committee shall allocate such excess among Highly Compensated Employees in



-19-









 




order of the dollar amount of the Tax Deferred Contributions allocated to their Separate
Accounts as follows:





     (a) The contributions made on behalf of the Highly Compensated Employee with the largest
dollar amount of Tax Deferred Contributions allocated to his Separate Accounts for the Plan
Year shall be reduced by the lesser of (i) the dollar amount of the excess or (ii) the
difference between the dollar amount of such contributions made on behalf of such Highly
Compensated Employee and the Highly Compensated Employee with the next highest dollar amount
of such contributions allocated to his Separate Accounts for the Plan Year.




     (b) If the excess has not been fully allocated after application of the provisions of
paragraph (a), the Committee shall continue reducing the contributions made on behalf of
Highly Compensated Employees, continuing with the Highly Compensated Employees with the
largest remaining dollar amount of such contributions allocated to their Separate Accounts for
the Plan Year, in the manner provided in paragraph (a) until the entire excess determined
above has been allocated. Excess deferrals allocated to a Highly Compensated Employee
pursuant to the preceding provisions of this Section 4.2, plus any income and minus any loss
attributable thereto through a date that is not more than 7 days prior to the date of
distribution, shall be distributed to such Participant prior to the end of the next following
Plan Year.


In addition, the amount of excess contributions to be distributed under this Section 4.2 shall be
adjusted for income or loss allocable thereto through a date that is not more than 7 days prior to
the date of distribution and reduced by the excess deferrals previously distributed pursuant to
Section 4.1 for the taxable year ending in the Plan Year being tested under this Section 4.2. Each
Highly Compensated Employee affected by a reduction in the percentage of Tax Deferred Contributions
being made on his behalf shall be notified by the Committee of the reduction as soon as
practicable. The income or loss attributable to excess contributions distributed pursuant to this
Section 4.2 shall be determined for the preceding Plan Year under the method otherwise used for
allocating income or loss to Participant’s Separate Accounts. For purposes of this Section 4.2,
the “deferral percentage” of an Eligible Employee for a Plan Year shall be the ratio of his Tax
Deferred Contributions (excluding Catch-Up Contributions, if any) with respect to the Plan Year to
his Compensation for such Plan Year, the “testing year” shall mean the current Plan






-20-









 







Year, and an “eligible Highly Compensated Employee” shall mean a Highly Compensated Employee who
has met the eligibility requirements of Section 2.1 to become a Participant, whether or not he has
become a Participant. In determining the average deferral percentage for any Eligible Employee who
is an eligible Highly Compensated Employee for the Plan Year, Tax Deferred Contributions (excluding
Catch-Up Contributions, if any) being made on his behalf under any other plan of an Employer or a
Related Corporation shall be treated as if all such contributions were made to the Plan; provided,
however, that if such a plan has a plan year different from the Plan Year, any such contributions
made to the Highly Compensated Employee’s accounts under the plan during the Plan Year shall be
treated as if such contributions were made to the Plan. Notwithstanding the foregoing, such
contributions shall not be treated as if they were made to the Plan if Treasury Regulations issued
under Section 401(k) of the Code do not permit such plan to be aggregated with the Plan.




     If one or more plans of an Employer or a Related Corporation are aggregated with the Plan for
purposes of satisfying the requirements of Section 401(a)(4) or 410(b) of the Code, the average
deferral percentages under the Plan shall be calculated as if the Plan and such one or more other
plans were a single plan. Plans may be aggregated to satisfy Section 401(k) of the Code only if
they have the same plan year and use the same non-discrimination testing method.



     4.3 Taxable Employee Contributions. Any Participant may elect to make Taxable
Employee Contributions in accordance with the terms of a payroll deduction authorization pursuant
to paragraph (b) of Section 2.1; provided, however, that in no event may the Taxable Employee
Contributions of such a Participant for any Plan Year, when added to the Tax Deferred Contributions
made on his behalf, exceed 16 percent of the Compensation of such Participant for such Plan Year.



-21-









 





     4.4 Lump-Sum Contributions. In addition to making Taxable Employee Contributions
through payroll deduction, a Participant may elect to make Taxable Employee Contributions in a
lump-sum cash form. Such lump-sum Taxable Employee Contributions shall be made at such times and
in such manner and form as the Committee shall prescribe; provided, however, that any such
contribution may not exceed the aggregate amount of all contributions which such Participant could
have made or could have had made on his behalf under the Plan while a Participant, minus all
contributions which such Participant made or had made on his behalf previously under the Plan.



     4.5 Administration. As soon after the date an amount would otherwise be paid to an
Employee as it can reasonably be separated from Employer assets or the date a Taxable Employee
Contribution is otherwise delivered to an Employer, each Employer shall cause to be delivered to
the Trustee in cash all Tax Deferred Contributions and Taxable Employee Contributions attributable
to such amounts, but in no event later than 15 days after the end of the month to which such
contributions apply. Subject to the provisions of Article IV, the Trustee shall credit the amount
of Tax Deferred Contributions and Taxable Employee Contributions of each Participant which are
received by it to the Participant’s Separate Accounts in accordance with the provisions of Section
5.2 upon receipt.



     4.6 Changes in Contribution Authorization. A Participant may change the percentage of
his Compensation which he contributes, or has contributed on his behalf, to the Plan at such time
or times during the Plan Year as the Committee may prescribe, which shall be at least once per Plan
Year. Any such change shall be made on a form and in the manner prescribed by the Committee or
electronically in accordance with rules and procedures prescribed by the Committee; provided,
however, that such Participant may only elect a percentage which when



-22-









 




the percentage of his Tax Deferred Contributions and Taxable Employee Contributions are added
together shall not exceed the maximum election percentage described in Section 4.1. Until
otherwise altered or terminated in accordance with the provisions of this Agreement, such
contribution authorization shall continue in full force and effect from Plan Year to Plan Year.




     4.7 Suspension of Tax Deferred Contributions or Taxable Contributions. Any
Participant who is making Tax Deferred Contributions under Section 4.1 or Taxable Employee
Contributions under Section 4.4 may suspend such Tax Deferred Contributions or Taxable Employee
Contributions at any time by giving advance notice to his Employer at such time and in such manner
as the Committee may prescribe. Any such suspension shall be implemented by his Employer
commencing with the payment of Compensation next following its receipt of such notice and shall
remain in effect until such contributions are resumed as hereinafter set forth. A Participant’s
Compensation contribution authorization shall be automatically revoked in the manner provided in
Section 2.5 upon his ceasing to be an Active Participant.



     4.8 Resumption of Contributions by a Participant. Any Participant who is an Eligible
Employee and who has suspended making, or having made on his behalf, contributions under the
provisions of Section 4.7, may resume making, or having made on his behalf, contributions at such
time and in such manner as the Committee may prescribe. Any Participant whose contribution
election has been revoked by the operation of Section 2.5, may resume making, or having made on his
behalf, contributions immediately upon being transferred directly from employment (i) with an
Employer in a capacity other than as an Employee, or (ii) with a Related Corporation, to employment
as an Employee by making a contribution election for such purpose at such time and in such manner
as the Committee may prescribe. A Participant who has made a withdrawal in accordance with the
provisions of Section 4.10 and whose Tax Deferred



-23-









 




Contributions and Taxable Employee Contributions are suspended by reason thereof may resume
making, or having made on his behalf, Tax Deferred Contributions and Taxable Employee Contributions
following the date the Participant is permitted to make such contributions pursuant to the
provisions of Section 4.10 by making a contribution election for such purpose at such time and in
such manner as the Committee may prescribe.




     4.9 Withdrawal of Taxable Employee Contributions. In accordance with procedures
established by the Committee, a Participant may withdraw from the Trust an amount in his Separate
Accounts that is attributable to his Taxable Employee Contributions, or the value of such
Contributions, if less, reduced by the total amount of all prior withdrawals, if any, made by him
under this Section 4.9. Any amount withdrawn by a Participant in accordance with the provisions of
this Section 4.9 shall be taken from his Separate Accounts in accordance with such rules and
procedures as the Committee shall from time to time adopt.



     4.10 Withdrawal of Tax Deferred Contributions. Subject to the provisions of this
Section 4.10, a Participant may apply for a withdrawal of an amount from his Separate Accounts that
is attributable to Tax Deferred Contributions; provided, however, that no such withdrawal shall be
permitted by the Committee unless it shall determine that such withdrawal is necessary to meet an
immediate and heavy financial need for which a withdrawal is permitted under Section 401(k) of the
Code and regulations issued thereunder, which cannot be satisfied from other financial resources
that are reasonably available to the Participant. In order to authorize a withdrawal pursuant to
this Section 4.10, the Committee must determine both that the Participant is experiencing an
immediate and heavy financial need and that the withdrawal from the Plan is necessary to satisfy
this need. Immediate and heavy financial need of the Participant shall mean a financial need on
account of:



-24-









 






     (a) Medical expenses (as described in Section 213(d) of the Code determined without
regard to whether the expenses exceed 7.5% of adjusted gross income) incurred by the
Participant, the Participant’s spouse, or any dependents of the Participant (as defined in
Section 152 of the Code) or necessary for these persons to obtain medical care described in
Section 213(d) of the Code;




     (b) Purchase (excluding mortgage payments) of a principal residence for the Participant;




     (c) Payment of tuition and related educational fees for the next 12 months of
post-secondary education for the Participant, his spouse, children, or dependents as defined
in Section 152 of the Code, but without regard to Sections 152(b)(1), (b)(2) or (d)(1)(B) of
the Code;




     (d) The need to prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage on the Participant’s principal residence;




     (e) Funeral or burial expenses for the Participant’s deceased parents, spouse, child or
dependent (as defined in Section 152(b)(1)(B) of the Code); or




     (f) Expenses to repair damages to the Participant’s principal residence that would
qualify for a casualty loss deduction under Section 165 of the Code (determined without regard
to whether the loss exceeds 10% of adjusted gross income).


A withdrawal shall not be determined by the Committee to be necessary to satisfy an immediate and
heavy financial need of the Participant to the extent the amount of the withdrawal would be in
excess of the amount required to satisfy the financial need or to the extent such need may be
satisfied from other resources that are reasonably available to the Participant, which
determination shall generally be made on the basis of all relevant facts and circumstances. A
withdrawal shall be treated as necessary to satisfy a financial need if the Company reasonably
relies upon the Participant’s representation that the need cannot be relieved:





     (a) Through reimbursement or compensation by insurance or otherwise;




     (b) By reasonable liquidation of the Participant’s assets, to the extent such liquidation
would not itself cause an immediate and heavy financial need;




     (c) By cessation of Tax Deferred Contributions and Taxable Employee Contributions under
the Plan; or



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     (d) By other distributions or non-taxable (at the time of the loan) loans from the Plan
or other plans maintained by the Employer, or by borrowing from commercial sources on
reasonable commercial terms.


Notwithstanding the foregoing, a withdrawal shall be deemed to be necessary to satisfy an immediate
and heavy financial need of a Participant if all of the following requirements are satisfied:





     (a) The withdrawal is not in excess of the amount of the immediate and heavy financial
need of the Participant;




     (b) The Participant has obtained all distributions, other than hardship distributions,
and all non-taxable loans currently available under all plans maintained by an Employer or any
Related Corporation;




     (c) The Participant’s Tax Deferred Contributions and Taxable Employee Contributions under
the Plan are suspended for a period of at least 6 months after his receipt of the withdrawal.
The Participant is also prohibited, under the terms of an otherwise legally enforceable
agreement, from making elective contributions to all other plans maintained by the Employer
for at least 6 months after his receipt of the withdrawal. For this purpose the phrase “plans
maintained by the Employer” means all qualified and nonqualified plans of deferred
compensation maintained by the Employer, including a cash or deferred arrangement that is part
of a cafeteria plan within the meaning of Section 125 of the Code and also includes a stock
option, stock purchase, or similar plan maintained by the Employer.




     (d) The Participant shall not make Tax Deferred Contributions under the Plan or elective
(Section 401(k) of the Code) contributions under any other plan maintained by an Employer or
Related Corporation for the Participant’s taxable year immediately following the taxable year
of the withdrawal in excess of the applicable limit under Section 402(g) of the Code for such
next taxable year less the amount of the Participant’s Tax Deferred Contributions and elective
(Section 401(k) of the Code) contributions for the taxable year of the withdrawal.


A Participant shall not fail to be treated as an Eligible Employee for purposes of Section 401(k)
of the Code or Section 401(m) of the Code merely because his contributions are suspended in
accordance with this Section 4.10. Except as otherwise provided in this Section 4.10, a hardship
withdrawal shall not affect the Participant’s right under the Plan to make withdrawals or continue
to be a Participant, but a distribution under the deemed necessity standard of this Section 4.10
shall require suspension of the Participant’s Tax Deferred Contributions and Taxable Employee






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Contributions for the period and to the extent provided above. Notwithstanding the foregoing, no
withdrawal shall exceed an amount equal to the lesser of:





     (a) the aggregate balance of his Separate Accounts attributable to Tax Deferred
Contributions as of the most recent Valuation Date, exclusive of any earnings credited after
December 31, 1988, or




     (b) the amount required to meet the immediate and heavy financial need created by the
hardship; provided, however, that the amount of the need may include amounts necessary to pay
any federal, state, or local taxes or penalties reasonably anticipated to result from the
withdrawal.


Any amount withdrawn by a Participant in accordance with the provisions of this Section 4.10 shall
be taken from his Separate Accounts in accordance with such rules and procedures as the Committee
shall from time to time adopt. Upon receipt of instructions to such effect from the Company, the
Trustee shall pay such amount to the Participant.




     4.11 Overriding Limitation. Notwithstanding anything to the contrary contained in
this Agreement, any funds attributable to any Participant’s contributions shall be fully vested in
such Participant, and the forfeiture provisions contained in this Agreement shall not apply to
them.



     4.12 Election Adjustments. Notwithstanding any other provision to the contrary
contained in this Agreement, in the event any contributions made by or on behalf of a Participant,
when aggregated with Employer Matching Contributions allocated to him, would exceed the limitations
set forth in Section 4.2 or Section 7.6, as the case may be, the elections contained in this
Article IV with respect to such Participant’s contributions shall be adjusted prospectively in
accordance with procedures adopted by the Committee in such a manner so as to prevent such limits
from being exceeded.



     4.13 Catch-Up Contributions. All Employees who are eligible to make Tax Deferred
Contributions and who have attained age 50 before the close of the Plan Year shall be eligible to
make Catch-Up Contributions in accordance with, and subject to the limitations of, Section



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414(v) of the Code. Except as otherwise provided in the next sentence, Catch-Up Contributions
shall be treated for all purposes as Tax Deferred Contributions except that Catch-Up Contributions
shall not be subject to the percentage limitations set forth in Section 4.1. Notwithstanding the
preceding sentence, Catch-Up Contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the
Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing
the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12) or 410(b) of the Code, as applicable,
by reason of the making of such Catch-Up Contributions.




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ARTICLE V




DEPOSIT AND INVESTMENT OF CONTRIBUTIONS



     5.1 Deposit of Contributions. All Employer Matching Contributions made with respect
to Participants who are not fully vested in their Separate Account balances by reason of not having
completed at least three years of vested service and who have not attained age 55 shall be
deposited by the Trustee in the Nordson Stock Fund. Employer Matching Contributions made with
respect to all other Participants, as well as Tax Deferred Contributions and Taxable Employee
Contributions, shall be deposited by the Trustee in the Nordson Stock Fund or the other Investment
Funds as the Committee shall direct; provided, however, that the Committee’s directions shall be
based upon the investment election of each Participant made in accordance with the provisions of
Section 5.2.



     5.2 Investment Elections of Current Contributions. Each Participant who is not fully
vested in his Separate Account balances by reason of having completed less than three years of
vested service and who has not attained age 55 shall make an investment election directing the
manner in which the Tax Deferred Contributions and Taxable Employee Contributions, if any, made by
him or on his behalf shall be deposited and held by the Trustee. Each other Participant shall make
an investment election directing the manner in which the Employer Matching Contributions, Tax
Deferred Contributions, and Taxable Employee Contributions, if any, made by him or on his behalf
shall be deposited and held by the Trustee. Any such investment election shall be made on a form
and in the manner prescribed by the Committee or electronically in accordance with rules and
procedures prescribed by the Committee and shall specify the percentage of such contribution in one
percent increments that shall be deposited in one or more of the Funds described in Section 6.1,
with the sum of such percentages to equal 100 percent.



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The investment option so elected by a Participant shall remain in effect until he ceases to be
a Participant or files an election changing his investment options as hereinafter provided. A
Participant may change his investment election as of such dates as the Committee may prescribe from
time to time; provided, however, that such change will be timely only if filed in writing or
electronically in accordance with rules and procedures prescribed by the Committee. Any such
change shall not affect amounts credited to any Separate Account of such Participant as of any date
prior to the date on which such change is to become effective.




     5.3 Election to Change Investment of Prior Contributions. Subject to Section 5.4,
effective as of such dates as the Committee may from time to time prescribe, a Participant who is
not fully vested in his Separate Account balances by reason of having completed less than three
years of vested service and who has not attained age 55 may elect to have portions of his Separate
Accounts which are attributable to prior Tax Deferred Contributions and Taxable Employee
Contributions and which are deposited and invested in a Fund transferred to any other Fund or Funds
and each other Participant (including for this purpose a Beneficiary, in the case of a Participant
who is deceased) may elect to have his Separate Accounts which are attributable to Employer
Matching Contributions, Tax Deferred Contributions, and Taxable Employee Contributions and which
are deposited and invested in a Fund transferred to any other Fund or Funds; provided, however,
that after any such transfer, the interest in any Fund of a Participant who has made such an
election shall be in increments of one percent with an aggregate interest in all Funds of 100
percent. A Participant’s election will be timely only if filed in writing or electronically in
accordance with rules and procedures prescribed by the Committee. Notwithstanding the foregoing,
however, a Participant who elects to have an amount transferred from his Separate Account invested
in the Nordson Stock Fund to another Fund or Funds may



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not elect another such transfer from his Separate Account invested in the Nordson Stock Fund
for a period of at least thirty days following such transfer; and effective on and after March 31,
2007, a Participant who elects to have an amount invested in any Fund transferred to any other Fund
or Funds may not elect another such transfer for a period of at least thirty days following such
transfer.




     5.4 Diversification Elections. Notwithstanding Section 5.3,




     (a) Effective January 1, 2007, each Participant who has completed at least 3 years of
Service (and each beneficiary of (i) a Participant who has completed at least 3 years of
Service or (ii) a deceased Participant) may elect to have his Separate Account which is
attributable to Employer Matching Contributions allocated to his account in a Plan Year
beginning on or after January 1, 2007 and which is invested in the Nordson Stock Fund
transferred to any other Fund or Funds in accordance with the procedures set forth in Section
5.3.




     (b) Effective January 1, 2007, each Participant who has completed at least 3 years of
Service (and each beneficiary of (i) a Participant who has completed at least 3 years of
Service or (ii) a deceased Participant) may elect to have 100 percent of his Separate Account
which is attributable to Employer Matching Contributions allocated to his account in a Plan
Year beginning before January 1, 2007 and which is invested in the Nordson Stock Fund
transferred to any other Fund or Funds in accordance with the procedures set forth in Section
5.3.




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ARTICLE VI




ESTABLISHMENT OF FUNDS AND PARTICIPANTS’ ACCOUNTS



     6.1 Establishment of Commingled Funds. The Trustee shall establish a commingled fund
hereunder known as the Nordson Stock Fund and one or more other commingled funds, each of which is
an Investment Fund, to hold and administer all assets of the Trust, except assets segregated into
Separate Loan Funds as provided in Article VIII and assets held under the ESOP Feature as provided
in Article X. The Committee shall determine the number and type of Investment Funds which are from
time to time to be maintained and shall notify the Trustee concerning the same, which notice shall
include investment guidelines and objectives as described in Section 13.2. All assets of each
Investment Fund shall be held and administered by the Trustee through the media of such commingled
funds as separate common trust funds. The interest of each Participant or Beneficiary under the
Plan in any such commingled fund shall be an undivided interest. With respect to the Nordson Stock
Fund, the Trustee shall be directed by the Company with respect to the investment of assets therein
and shall be protected in following the directions of the Company with respect to such investment.



     6.2 Separate Accounts. Each Participant shall have established in his name Separate
Accounts with respect to each Investment Fund. Each Separate Account of a Participant shall be
divided into sub-accounts reflecting the portion of the Separate Account that is derived from his
Tax Deferred Contributions, his Taxable Employee Contributions, and his share of Employer Matching
Contributions and forfeitures.



     6.3 Rollover Contributions. Any Employee who is entitled to make a rollover
contribution may elect to make such a rollover contribution to the Plan by delivering, or causing
to be delivered, to the Trustee the assets in cash which constitute such rollover contribution at



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such time or times and in such manner as shall be specified by the Committee, together with
his election as to the investment of such amounts made in accordance with the provisions of Section
5.2, in the event he does not have such an election in effect. Upon receipt by the Trustee, such
assets shall be deposited in the Nordson Stock Fund or the other Investment Funds in accordance
with the Employee’s investment election under Section 5.2, and a Rollover Sub-Account with respect
to any Fund in which such assets are deposited shall be established in the name of such Employee
and credited with such assets as of such date. Thereafter, any Rollover Sub-Accounts so
established shall be adjusted in accordance with the provisions of Article VII. A rollover
contribution by an Employee pursuant to this Section 6.3 shall not be deemed to be a contribution
of such Employee for any purpose of this Agreement. The Rollover Sub-Accounts of an Employee
shall, however, comprise a portion of his Separate Accounts for purposes of Article VIII and
comprise a portion of his interest under the Plan. For purposes of this Section 6.3, a “rollover
contribution” is (a) a direct rollover of (i) an eligible rollover distribution from a qualified
plan described in Section 401(a) or 403(a) of the Code, excluding after-tax employee contributions,
(ii) an annuity contract described in Section 403(b) of the Code, excluding after-tax employee
contributions, or (iii) an eligible plan under Section 457(b) of the Code which is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state, (b) a Participant contribution of an eligible rollover distribution from
(i) a qualified plan described in Section 401(a) or 403(a) of the Code, (ii) an annuity contract
described in Section 403(b) of the Code or (iii) an eligible plan under Section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state, or (c) a Participant rollover contribution of the
portion of a distribution from an individual retirement account or




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annuity described in Section 408(a) or 408(b) of the Code that is eligible to be rolled over and would
otherwise be includible in gross income.




     6.4 ESOP Diversification. In the event that an Employee elects, pursuant to the terms
of the Nordson Corporation Union Employees Stock Ownership Plan and in accordance with procedures
established by the Committee, to diversify a portion of his interest under the Nordson Corporation
Union Employees Stock Ownership Plan, the Trustee shall upon receipt of assets relating to such
diversification election deposit such assets in the Trust, establish a Diversification Sub-Account
for such Employee reflecting amounts transferred from the Nordson Corporation Union Employees Stock
Ownership Plan at the election of such Employee, credit an amount equal to the fair market value of
such assets to such Diversification Sub-Account, and invest such assets based on directions given
by the Employee in the manner described in Article V. Such Diversification Sub-Account shall
remain fully vested at all times and shall be held, administered, and distributed in accordance
with the provisions of the Plan applicable generally to Employer Contributions.



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ARTICLE VII




ALLOCATIONS TO ACCOUNTS AND VALUATIONS



     7.1 Transmittal of Information Concerning Contributions. The Committee shall have
prepared and transmit to the Trustee information with respect to the total amount of Tax Deferred
Contributions, Taxable Employee Contributions, and Rollover Contributions from time to time made by
or on behalf of each Participant, including the Compensation for such Plan Year of each person who
is a Participant as of the last day of such Plan Year. Moreover, for each Plan Year, the Trustee
shall prepare and transmit to the Company the following information:




     (a) a list of the Participants who have made an election pursuant to Sections 5.2, as
well as an indication of the election made by each such Participant; and




     (b) the contribution percentage rate elected for such Plan Year by each person who is a
Participant as of the last day of such Plan Year.



     7.2 Allocation of Employer Matching Contributions and of Any Additional Employer
Contributions. Allocations under this Section 7.2 shall be subject to the provisions of
Sections 2.5, 4.6, and 4.8.




     The Regular Matching Contribution for a Contribution Period shall be allocated among
all Participants. This allocation will be made in proportion to the respective amounts of
such Participants’ Tax Deferred Contributions and, in certain cases, Taxable Employee
Contributions made in accordance with the provisions of Sections 4.1 and 4.3 for the
Contribution Period, to the extent such contributions are taken into account under Section
3.1(a).




     The True Up Matching Contribution for a Contribution Period shall be allocated among
Participants who are Active Participants as of the last day of the Plan Year. This
allocation shall be made in the amount determined with respect to each such Participant
under Section 3.1(b).



-35-









 






     Any Additional Contribution of the Employers made pursuant to Section 3.1 shall be
allocated among Participants who were Active Participants as of the last day of the Plan
Year, to the extent the amount of such Additional Contribution is sufficient therefor, in
the following manner and order:




     (a) First, there shall be allocated to each such Participant who has contributed, or had
contributed on his behalf, one percent of his Compensation, an amount equal to 50% of such one
percent of Compensation;




     (b) Next, there shall be allocated to each such Participant who has contributed, or had
contributed on his behalf, not less than two percent of his Compensation, an amount equal to
50% of the portion of such Compensation which is in excess of one percent but not in excess of
two percent;




     (c) Next, there shall be allocated to each such Participant who has contributed, or had
contributed on his behalf, not less than three percent of his Compensation, an amount equal to
50% of the portion of such Compensation which is in excess of two percent but not in excess of
three percent;




     (d) Next, there shall be allocated to each such Participant who has contributed, or had
contributed on his behalf, not less than four percent of his Compensation, an amount equal to
50% of the portion of such Compensation which is in excess of three percent but not in excess
of four percent;




     (e) Next, there shall be allocated to each such Participant who has contributed, or had
contributed on his behalf, not less than five percent of his Compensation, an amount equal to
50% of the portion of such Compensation which is in excess of four percent but not in excess
of five percent;




     (f) Next, there shall be allocated to each such Participant who has contributed, or had
contributed on his behalf, not less than six percent of his Compensation, an amount equal to
50% of the portion of such Compensation which is in excess of five percent but not in excess
of six percent; and




     (g) Finally, any unallocated balance of the Employers’ Additional Contribution for such
year shall be allocated to each such Participant in the ratio that the amount of his
contributions for such year which are based upon Compensation, and which do not exceed six
percent of such Compensation, bears to the aggregate amount of the contributions of all such
Participants for such Plan Year which are based upon Compensation paid by the Employers for
such Plan Year and which, in the case of each such Participant, do not exceed six percent of
such Compensation paid to him.



-36-









 





If the amount available for allocation under any one of the foregoing paragraphs (a) through (g),
inclusive, is insufficient to provide the full allocation required under such paragraph, the amount
to be allocated to such Participant under such paragraph shall be such portion of the amount
otherwise allocable to him thereunder as the amount available for allocation to all Participants
thereunder bears to the total amount otherwise allocable to all Participants thereunder. With
respect to any Active Participant whose employment terminates in accordance with paragraph (a),
(b), or (c) of Section 9.1 during a Plan Year, a special allocation equal to three percent of his
Compensation for such Plan Year shall be made to his Separate Accounts.




     7.3 Allocation and Crediting of Forfeitures. Subject to the provisions of Section
2.5, any forfeitures occurring during a Plan Year shall be allocated only among persons who, as of
the last day of that Plan Year, are Active Participants. Such forfeitures shall be allocated in
proportion to the percentage contribution or deferral election (not, however, in the aggregate
exceeding three percent) such person has in effect under the Plan on the last day of the Plan Year.



     7.4 Readjustments of Participants’ Accounts. Separate Accounts in the Investment
Funds shall be valued by the Trustee on each Valuation Date, either in the manner adopted by the
Trustee and approved by the Committee or in the manner set forth in Section 7.5 as valuation
procedures, as determined by the Committee. Subject to the provisions of Section 7.6, all
contributions made under the Plan shall be credited to Separate Accounts of Participants by the
Trustee, in accordance with procedures established by the Committee, either when received or on the
succeeding Valuation Date after valuation of the Investment Funds has been completed for such
Valuation Date as provided in Section 7.5, as shall be determined by the Committee.



-37-









 





     7.5 Valuation of Investment Funds and Separate Accounts. With respect to each
Investment Fund, the Committee may determine that the following procedures shall be applied. As of
each Valuation Date, the portion of any Separate Account in an Investment Fund shall be adjusted to
reflect any increase or decrease in the value of the Investment Fund for the period occurring since
the immediately proceeding Valuation Date for the Investment Fund (the “valuation period”) in the
following manner:




     (a) First, the value of the Investment Fund shall be determined by valuing all of the
assets of the Investment Fund at fair market value.




     (b) Next, the net increase or decrease in the value of the Investment Fund attributable
to net income and all profits and losses, realized and unrealized, during the valuation period
shall be determined on the basis of the valuation under paragraph (a) taking into account
appropriate adjustments for contributions, loan payments, and transfers to and distributions,
withdrawals, loans, and transfers from such Investment Fund during the valuation period.




     (c) Finally, the net increase or decrease in the value of the Investment Fund shall be
allocated among Separate Accounts in the Investment Fund in the ratio of the balance of the
portion of such Separate Account in the Investment Fund as of the preceding Valuation Date
less any distributions, withdrawals, loans, and transfers from such Separate Account balance
in the Investment Fund since the Valuation Date to the aggregate balances of the portions of
all Separate Accounts in the Investment Fund similarly adjusted, and each Separate Account in
the Investment Fund shall be credited or charged with the amount of its allocated share.
Notwithstanding the foregoing, the Committee may adopt such accounting procedures as it
considers appropriate and equitable to establish a proportionate crediting of net increase or
decrease in the value of the Investment Fund for contributions, loan payments, and transfers
to and distributions, withdrawals, loans, and transfers from such Investment Fund made by or
on behalf of a Participant during the valuation period.



     7.6 Limitation on Crediting of Contributions. Notwithstanding anything to the
contrary contained in this Agreement, the amount of Employer Matching Contributions, Employer ESOP
Contributions, and forfeitures as well as Tax Deferred Contributions and Taxable Employee
Contributions which may be credited to the Separate Accounts of any Participant (including, for
purposes of this Section 7.6, any former Participant, and including Separate ESOP Accounts) shall
be subject to the following provisions:



-38-









 






     (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, Employer ESOP Contributions, and
forfeitures that are credited to the Separate Accounts of such Participant for such
Limitation Year pursuant to Sections 7.4 and 10.11;




     (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 4.3 and 4.4;




     (iv) the amount, if any, of contributions and forfeitures as provided in
subparagraphs (i), (ii), and (iii) above 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 regulations issued thereunder.




     (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 exceed
the limitation contained in this Section 7.6 absent such limitation, there shall first be
returned to such Participant the amount of his Taxable Employee Contributions for such
Limitation Year which is necessary to eliminate such excess (plus the earnings calculated
through a date that is not more than 7 days prior to the date of distribution, if any,
attributable to such excess amount), but only to the extent no Employer Matching Contributions
have been allocated with respect thereto. If the limitation contained in this Section 7.6
still would be exceeded after returning all the Participant’s Taxable Employee Contributions
for such Limitation Year, a portion of the Tax Deferred Contributions of such Participant, to
the extent necessary to eliminate such excess (plus the earnings calculated through a date
that is not more than 7 days prior to the date of distribution, if any, attributable to such
excess amount), shall be distributed to such Participant, but only to the extent that no
Employer Matching Contributions have been allocated with respect thereto. In the event the
limitation contained in this Section 7.6 would still be exceeded,



-39-









 






the portion of forfeitures which would be allocated to such Participant under Article VII
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, any remaining
Taxable Employee Contributions and Tax Deferred Contributions and the portion of the Employer
Matching Contribution which would be allocated with respect thereto under Article VII, but
which would exceed the limitation herein, shall be reduced to the extent necessary on a pro
rata basis; to the extent necessary any Employer ESOP Contributions allocated to such
Participant shall then be reduced. Any such Taxable Employee Contributions and Tax Deferred
Contributions (plus the earnings calculated through a date that is not more than 7 days prior
to the date of distribution, if any, attributable thereto) shall be distributed to the
Participant, and any such Employer Matching Contributions or Employer ESOP Contributions shall
be held unallocated in a suspense account established for such Limitation Year which shall
share in any increase or decrease in the net worth of the Trust. In the event such a suspense
account is established, the excess amounts held thereunder shall reduce the Employer Matching
Contribution or Employer ESOP Contribution for the next Limitation Year (and succeeding
Limitation Years, as necessary) with respect to such Participant, if such Participant is
covered by the Plan as of the end of the Limitation Year. If such Participant is not covered
by the Plan as of the end of the Limitation Year, then such excess amounts shall be held
unallocated in a suspense account for the Limitation Year and allocated and reallocated in the
next Limitation Year to the Separate Accounts of all of the remaining Participants in the Plan
in accordance with the provisions of Article VII before any Employer Matching Contribution,
Employer ESOP Contribution, Tax Deferred Contribution, or Taxable Employee Contribution which
would constitute annual additions may be made to the Plan for such Limitation Year. For
purposes of this paragraph (c), excess annual contributions shall result only from the
allocation of forfeitures, a reasonable error in estimating a Participant’s annual
compensation, a reasonable error in determining the amount of elective deferrals (within the
meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual
under the limits of Section 415 of the Code, or under other limited facts and circumstances
which the Commissioner of Internal Revenue finds justify the availability of the provision set
forth above.




     (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 first by returning the Participant’s or former
Participant’s own contributions for such Limitation Year under all of the defined contribution
plans. If the limitation contained in this Section 7.6 still is not satisfied after so
returning the Participant’s own contributions under all such plans, the procedure set forth in
such paragraph (c) shall be implemented by then distributing the Participant’s or former
Participant’s elective contributions under all of the defined contribution plans. If the
limitation contained in this Section 7.6 still is not satisfied after so distributing the
Participant’s elective deferrals under all such plans, the amount of the employer
contributions and of any forfeitures which are distributed or deemed a forfeiture under
paragraph (c) of this Section 7.6 shall be effected 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



-40-









 






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.




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




     (f) The limitations contained in this Section 7.6 shall not apply to forfeitures of
Shares if such Shares were acquired with the proceeds of a Loan and shall not apply to
Employer ESOP Contributions that are applied by the Trustee to the repayment of interest on a
Loan and are charged against the Participant’s account. The provisions of this paragraph (f)
shall be applicable only to a Plan Year in which no more than one-third of Employer
Contributions which are deductible under Section 404(a)(9) of the Code are allocated to the
Separate ESOP Accounts of Participants who are Highly Compensated Employees.




     (g) If for any Plan Year ESOP Contributions are used to repay a Loan and Shares are
thereby released from the Suspense Fund, the annual additions for the Plan Year with respect
to such Shares shall be determined based upon the amount of the Employer contributions used to
repay the Loan.



     7.7 Determinations of Trustee. The Trustee shall have the responsibility for
determining the net income, liabilities, and value of the assets of each Investment Fund and the
balance of each Separate Account maintained thereunder, as well as each Separate Loan Fund. The
Trustee’s determinations thereof shall be conclusive upon all interested parties.



     7.8 Notification. As soon as practicable after the end of each Plan Year, the Trustee
shall notify the Company and the Committee of the balance of all Separate Accounts of Participants,
former Participants, and Beneficiaries as of the last day of such Plan Year.



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ARTICLE VIII




LOANS TO PARTICIPANTS



     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. No more than two loans will be permitted to be outstanding at any one time for
any Participant. 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.



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     8.2 Terms and Conditions. The Committee shall prescribe the terms and conditions of
any such loan, but in any event the following shall apply:




     (a) The interest rate shall be a reasonable interest rate commensurate with current
interest rates charged for loans made under similar circumstances by persons in the business
of lending money.




     (b) The term shall be not less than six months and no greater than five years.




     (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 and Separate ESOP 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 and Separate ESOP 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”).




     (d) Except as otherwise permitted under Treasury Regulations, substantially level
amortization shall be required over the term of the loan with payments made not less
frequently than quarterly.



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     8.3 Repayment of Loan. The loan shall be repaid, with interest, in equal installments
over the term of the loan and the Company shall collect payment on the loan through reasonable
payroll deduction procedures, or for those Participants who are not employed by the Employer,
through other reasonable procedures prescribed by the Company. A Participant may, however, prepay
the entire balance of his loan in one single lump sum without the imposition of any prepayment
penalty. The Trustee shall credit each payment of interest and repayment of principal with respect
to a loan and allocate such monies in accordance with procedures adopted by the Committee among the
Separate Accounts of such Participant as directed by the Committee in accordance with the
Participant’s investment elections provided in Section 5.2. In the event of failure on the part of
a Participant to make, or cause to be made, any payment required under the terms of the loan within
30 days following the date on which such payment shall become due, the Committee may declare the
entire balance of such loan, together with accrued interest, immediately due and payable. In any
such event, if the balance and interest thereon is not then paid, the Committee shall direct the
Trustee to charge the Separate Accounts of such Participant with the amount of such balance and
interest as of the earliest date a distribution may be made from the Plan to the borrower without
adversely affecting the tax qualification of the Plan or of the cash or deferred arrangement. The
charging of a Participant’s Separate Accounts, in repayment or partial repayment of a loan, shall
be deemed to be an advance distribution to such Participant.



ARTICLE IX




TERMINATION OF PARTICIPATION AND DISTRIBUTION



     9.1 Termination of Participation. Each Participant shall cease to be a Participant
hereunder upon the first to occur of the following dates:



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     (a) on the date such Participant’s employment with an Employer or a Related Corporation
is terminated after he has attained age 55 without regard to whether such termination of
employment is also a separation from service; provided, however, that a transfer from a
classification of Employee to a classification of leased employee (as defined in Section
16.14) is not a termination of employment for purposes of the Plan;




     (b) on the date such Participant’s employment with an Employer or a Related Corporation
is terminated because of physical or mental disability preventing his continuing in the
service of such Employer, as determined by the Committee upon the basis of a written
certificate of a physician selected by it;




     (c) on the date such Participant’s employment with an Employer or a Related Corporation
is terminated because of the death of such Participant;




     (d) on the date such Participant’s employment with an Employer or a Related Corporation
is terminated after he has completed five years of vested service under Section 9.4 or, for
purposes of any Participant who completes an Hour of Service on or after January 1, 2007, on
the date such Participant’s employment with an Employer or a Related Corporation is terminated
after he has completed three years of vested service under Section 9.4; or




     (e) on the date such Participant’s employment with an Employer or a Related Corporation
is terminated under any other circumstances.



The date upon which a Participant ceases to be such is hereinafter referred to as his “Settlement
Date”, and written notice thereof shall be given promptly by the Company to the Trustee.
Notwithstanding anything to the contrary contained in this Agreement, upon attainment of age 55 a
Participant’s right to receive distribution of the balance of his Separate Accounts and Separate
ESOP Accounts as of his Settlement Date, in accordance with the provisions of this Article IX,
shall be fully vested and nonforfeitable.




     Notwithstanding the foregoing, a transfer from a classification of Employee to a
classification of leased employee (as defined in Section 16.14) is not a termination of employment
for purposes of the Plan.



     9.2 Vesting Schedule. A Participant whose employment terminates in accordance with
paragraph (a), (b), (c), or (d) of Section 9.1 shall have a 100% vested interest in his
sub-accounts reflecting his share of Employer Matching Contributions and forfeitures and



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Separate ESOP Accounts. A Participant whose employment terminates in accordance with
paragraph (e) of Section 9.1 shall have a vested interest in his sub-accounts reflecting his share
of Employer Matching Contributions and forfeitures and his Separate ESOP Accounts equal to a
percentage, but in no event in excess of 80%, determined in accordance with the following schedule:




	 	 	 	 	 
	Years of Vested Service	 	Percentage
	Less than one
	 	 	0	 
	One but less than two
	 	 	20	 
	Two but less than three
	 	 	40	 
	Three but less than four
	 	 	60	 
	Four but less than five
	 	 	80	 






or for purposes of a Participant whose employment terminates in accordance with paragraph (e) of
Section 9.1 on or after January 1, 2007, such Participant shall have a vested interest in his
sub-accounts reflecting his share of Employer Matching Contributions and forfeitures equal to a
percentage, but in no event in excess of 66 2/3%, determined in accordance with the following
schedule:




	 	 	 	 	 
	Years of Vested Service	 	Percentage
	Less than one
	 	 	0	 
	One but less than two
	 	 	33 1/3	 
	Two but less than three
	 	 	66 2/3	 






     9.3 Separate Accounting for Non-Vested Amounts. If as of a Participant’s Settlement
Date the Participant’s vested interest in his sub-accounts reflecting his share of Employer
Matching Contributions and in his Separate ESOP Accounts is less than 100 percent, that portion of
his sub-accounts reflecting his share of Employer Matching Contributions and forfeitures and of his
Separate ESOP Accounts that is not vested shall be accounted for separately from the vested portion
and shall be disposed of as provided in Section 9.13.



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     9.4 Years of Vested Service. For the purpose of determining a Participant’s vested
interest under Section 9.2, a Participant shall be credited with a number of years of vested
service equal to his Service as determined in accordance with the provisions of Section 2.4.



     9.5 Election of Former Vesting Schedule. In the event the Company adopts an amendment
to the Plan that directly, or indirectly, affects the computation of a Participant’s nonforfeitable
interest in his Separate Accounts or Separate ESOP Accounts, any Participant with three or more
years of vested service shall have a right to have his nonforfeitable interest in his Separate
Accounts continue to be determined under the vesting schedule in effect prior to such amendment
rather than under the new vesting schedule, unless the nonforfeitable interest of such Participant
in his Separate Accounts under the Plan, as amended, at any time is not less than such interest
determined without regard to such amendment. Such Participant shall exercise such right by giving
written notification of his exercise thereof to his Employer within 60 days after the latest of (i)
the date he receives notice of such amendment from his Employer, (ii) the effective date of the
amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing provisions of
this Section 9.5, the vested interest of each Participant on the effective date of such amendment
shall not be less than his vested interest under the Plan as in effect immediately prior to the
effective date thereof.



     9.6 Distribution. The Trustee shall make distribution to or for the benefit of the
former Participant or his Beneficiary, as the case may be, from his nonforfeitable interest in his
Separate Accounts and Separate ESOP Accounts. The Trustee shall also make distribution to or for
the benefit of an alternate payee of a Participant or former Participant in accordance with the
terms of a qualified domestic relations order and Section 11.10. Distribution shall be made by



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one or more of the following methods as the former Participant or his Beneficiary, if
applicable, shall select:





     (a) a single lump-sum payment; or




     (b) subject to the provisions of Article XIII, a series of equal, or substantially equal,
monthly, quarterly, or annual payments over a specified period of time that may not be longer
than the normal life expectancy of the distributee; or




     (c) subject to the provisions of Article XIII, a series of equal, or substantially equal,
monthly, quarterly, or annual payments over a specified period of time that may not be longer
than the normal life expectancy of the Participant and his or her Beneficiary;



provided, however, that distribution from the Separate ESOP Accounts of a former Participant or
Beneficiary shall be made only in accordance with paragraph (a); and provided, further, that
effective March 28, 2005, if the aggregate value of his nonforfeitable interest in his Separate
Accounts and Separate ESOP Accounts does not exceed $1,000, distribution of such value shall be
made in a single sum payment as soon as reasonably practicable following his Settlement Date,
unless the former Participant or his Beneficiary, if applicable, has begun to receive distributions
pursuant to an optional form of benefit under which at least one scheduled periodic distribution
has not yet been made and the value of the nonforfeitable portion of his Separate Accounts and
Separate ESOP Accounts, determined at the time of the first distribution under the optional form of
benefit, exceeded $1,000. If the aggregate value of the vested portions of a former Participant’s
Separate Accounts and Separate ESOP Accounts exceeds $1,000, distribution shall not commence to
such former Participant prior to age 55 without the former Participant’s consent.




     9.7 Time of Distribution. Distribution under any such method shall be made or
commenced as soon as reasonably practicable after the former Participant’s Settlement Date, but in
no event later than 60 days after the close of the Plan Year in which such date occurs.
Notwithstanding the foregoing, at the election of the Participant (which election shall be made by



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submitting to the Company a written statement, signed by the Participant, which describes his
benefit and the date on which payment is to be made) the Trustee shall defer making distribution
until the earlier of the date so elected or the date described in the next sentence.
Notwithstanding any other provision of the Plan to the contrary, distribution of the vested
portions of a Participant’s or former Participant’s Separate Accounts and Separate ESOP Accounts
shall commence to the Participant or former Participant no later than the earlier of:





     (a) unless the Participant elects a later date, 60 days after the close of the Plan Year
in which (i) the Participant’s Normal Retirement Date occurs, (ii) the 10th anniversary of the
year in which he commenced participation in the Plan occurs, or (iii) his Settlement Date
occurs, whichever is latest; or




     (b) his required beginning date.



Distributions required to commence under this Section 9.7 shall be made in the form provided under
this Article IX. Notwithstanding any other provision of the Plan to the contrary, distributions
from the Plan shall be made in accordance with Section 401(a)(9) of the Code and the Treasury
Regulations issued thereunder, including the minimum distribution incidental benefit requirement,
as set forth in the Addendum re: Minimum Distribution Requirements. For this purpose, a
Participant’s “required beginning date” means the April 1 of the calendar year following the
calendar year in which occurs the later of the Participant’s (i) attainment of age 701/2 or (ii) the
Participant’s Settlement Date; provided, however, that clause (ii) shall not apply to a Participant
who is a five percent owner, as defined in Section 416(i) of the Code with respect to the Plan Year
ending with or within the calendar year in which the Participant attains age 701/2. The required
beginning date of a Participant who is a five percent owner hereunder shall not be redetermined if
the Participant ceases to be a five percent owner with respect to any subsequent Plan Year.




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     If a Participant or former Participant dies after distribution of his entire interest has been
commenced, the remaining portion of his interest in the Plan shall be distributed to his
Beneficiary at least as rapidly as under the method being used at the date of his death. If a
Participant or former Participant dies before the distribution of his entire interest has
commenced, the entire interest attributable to such former Participant shall be distributed within
five years after the date of his death; except that such five-year distribution requirement shall
not apply (i) to any portion of such former Participant’s interest under the Plan that is payable
to his Beneficiary over the Beneficiary’s lifetime, or over a period not extending beyond the life
expectancy of his Beneficiary, so long as such distribution commences no later than one year after
the date of such former Participant’s death (or such later date as may be prescribed by applicable
Treasury Regulations), or (ii) to any portion of such former Participant’s interest under the Plan
that is payable to his surviving spouse over the surviving spouse’s lifetime, or over a period not
extending beyond the life expectancy of such surviving spouse, so long as the distribution
commences no later than the date on which the former Participant would have attained age 701/2 . If
a surviving spouse dies before distribution commences pursuant to the immediately foregoing clause
(ii), the five-year distribution requirement applies as if the surviving spouse were the former
Participant. Notwithstanding any provisions of this Section 9.7 to the contrary, distribution may
also be made to a Participant, former Participant, or Beneficiary in accordance with a valid
election made by the Participant or former Participant pursuant to Section 242(b)(2) of the Tax
Equity and Fiscal Responsibility Act of 1982.



     9.8 Effect of Committee’s Determination. The Committee’s determination of all
questions which may arise under this Article IX (if made in accordance with the standards
prescribed herein and in Section 11.3) shall be conclusive upon all persons claiming to have any



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interest hereunder. In making any determinations hereunder, the Committee may rely upon any
signed statements which the Participant files with it.




     9.9 Investment of Separate Accounts. Following a Participant’s Settlement Date, the
Separate Accounts of a former Participant shall continue to be invested in the same manner as the
vested portions of his Separate Accounts immediately prior to his Settlement Date, provided that
each former Participant or, if he is not then living, his Beneficiary, may elect to have any of his
Separate Accounts which are invested in a particular Investment Fund transferred to any other Fund
or Funds in the manner described in Section 5.3 with respect to Participants who are fully vested.



     9.10 Reemployment of Former Participant. If a former Participant is reemployed by an
Employer, he shall be treated as a new Employee for all purposes of this Agreement, subject to the
provisions hereof relating to crediting of Service and years of vested service; provided, however,
that in no event shall any years of vested service attributable to such Participant’s Service with
an Employer after his reemployment affect the balance of his sub-accounts reflecting his
nonforfeitable share of Employer Matching Contributions and forfeitures or the nonforfeitable
portion of his Separate ESOP Accounts described in Section 9.3 as of his prior Settlement Date.
All or part of any distributions from his Separate Accounts which otherwise are payable hereunder
by reason of his former participation in the Plan shall be suspended during the period of such
reemployment or until the Plan is terminated, whichever first occurs, at which time payment may be
resumed in accordance with any of the methods provided in Section 9.6. Furthermore, if such former
Participant again becomes a Participant in accordance with the provisions of Article II, the
Committee, upon his subsequent termination of participation, may consolidate his new accounts with
the accounts which previously had been established for him.



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     9.11 Restrictions on Alienation. Except as provided in Section 401(a)(13)(B) of the
Code (relating to qualified domestic relations orders), Sections 401(a)(13)(C) and (D) of the Code
(relating to offsets ordered or required under a criminal conviction involving the Plan, a civil
judgment in connection with a violation or alleged violation of fiduciary responsibilities under
the Act, or a settlement agreement between the Participant and the Department of Labor in
connection with a violation or alleged violation of fiduciary responsibilities under the Act),
Section 1.401(a)-13(b)(2) of the Treasury Regulations (relating to Federal tax levies), or as
otherwise required by law, no benefit under the Plan at any time shall be subject in any manner to
anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy,
execution, or other legal or equitable process; and no person shall have the power in any manner to
anticipate, transfer, assign (either at law or in equity), alienate or subject to attachment,
garnishment, levy, execution, or other legal or equitable process, or in any way encumber his
benefits under the Plan, or any part thereof, and any attempt to do so shall be void.



     9.12 Facility of Payment. In the event that it shall be found that any person to whom
an amount is payable hereunder is incapable of attending to his financial affairs because of any
mental or physical condition, including the infirmities of advanced age, such amount (unless prior
claim therefor shall have been made by a duly qualified guardian or other legal representative), in
the discretion of the Committee, may be paid to another person for the use or benefit of the person
found incapable of attending to his financial affairs or in satisfaction of legal obligations
incurred by or on behalf of such person. The Trustee shall make such payment only upon receipt of
written instructions to such effect from the Committee. Any such payment shall be charged to the
Separate Accounts or Separate ESOP Accounts of the person found



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incapable of attending to his financial affairs and shall be a complete discharge of any
liability therefor under this Agreement.




     9.13 Disposition of Forfeited Balances. Whenever settlement is made with respect to a
former Participant, any non-vested portion of his Separate Accounts and Separate ESOP Accounts
shall be deemed a forfeiture as of the last day of the Plan Year in which distribution to him
occurs; provided, however, that in the event the Participant has no vested interest in his Separate
Accounts and Separate ESOP Accounts on his Settlement Date, his interest under the Plan shall be
deemed distributed to him on his Settlement Date; and provided, further, that whenever distribution
of the vested portion of a former Participant’s Separate Accounts and Separate ESOP Accounts does
not occur prior to the end of the second Plan Year beginning on or after his Severance Date, the
non-vested portion of his Separate Accounts and Separate ESOP Accounts shall be deemed a forfeiture
as of the last day of the Plan Year in which occurs the fifth anniversary of his Severance Date.
As of the last day of such Plan Year, the non-vested portion of his Separate Accounts which is
deemed a forfeiture shall be reallocated along with all other forfeitures among the remaining
Active Participants and credited in the manner provided in Article VII, and the non-vested portion
of his Separate ESOP Accounts which is deemed a forfeiture shall be reallocated along with all
other forfeitures under the ESOP Feature as described in Section 10.10.



     9.14 Buy Back Provisions. Notwithstanding anything to the contrary contained in this
Agreement, a Participant whose participation in the Plan is terminated under paragraph (e) of
Section 9.1 may, upon becoming reemployed by an Employer, repay the amount, if any, distributed to
him under the provisions of Section 9.6, in which event the Company shall immediately credit his
sub-accounts attributable to Employer Matching Contributions and his



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Separate ESOP Accounts with any amount forfeited by him on account of his prior termination of
participation without adjustment for gains or losses experienced by any fund established in
conjunction with the Plan, during the period between his distribution date and the date of such
repayment. Any repayment made pursuant to the provisions of this Section 9.14 must be made by such
Participant no later than the end of the five year period following his distribution date. Funds
needed in any Plan Year to recredit a sub-account or Separate ESOP Account pursuant to the
provisions of this Section 9.14 shall first come from forfeitures that arise during such Plan Year,
then from a special contribution made by the Employers, and finally from income earned by the Trust
in such Plan Year.




     9.15 Special Rules Relating to Distribution Upon Termination of Plan. Notwithstanding
anything to the contrary contained in this Agreement, in the event the Plan is terminated, no
distribution shall be made to a Participant of any portion of the balance of his Tax Deferred
Contributions sub-account on account of Plan termination other than a distribution made in
accordance with Section 9.7 or required in accordance with Section 401(a)(9) of the Code) unless
(i) neither his Employer nor a Related Company establishes or maintains another defined
contribution plan (other than an employee stock ownership plan as defined in Section 4975(e)(7) of
the Code, a tax credit employee stock ownership plan as defined in Section 409 of the Code, a
simplified employee pension as defined in Section 408(k) of the Code, a SIMPLE IRA plan as defined
in Section 408(p) of the Code, a plan or contract that meets the requirements of Section 403(b) of
the Code, or a plan that is described in Section 457(b) or (f) of the Code) either at the time the
Plan is terminated or at any time during the period ending 12 months after distribution of all
assets from the Plan; provided, however, that this provision shall not apply if fewer than 2% of
the Employees under the Plan were eligible to participate at any time in such



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other defined contribution plan during the 24 month period beginning 12 months before the Plan
termination, and (ii) the distribution the Participant receives is a “lump sum distribution” as
defined in Section 402(e)(4) of the Code, without regard to clauses (I), (II), (III) and (IV) of
sub-paragraph (D)(i) thereof.




     9.16 Direct Rollover Election. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee’s election under this Article IX, a “distributee”
may elect, at the time and in the manner prescribed by the Committee, to have any portion of an
“eligible rollover distribution” paid directly to an “eligible retirement plan” specified by the
distributee in a “direct rollover.” For purposes of this Section 9.16, the following definitions
shall apply:




     (a) Eligible rollover distribution: An eligible rollover distribution is any
distribution of all or any portion of the balance to the credit of the distributee, except
that an eligible rollover distribution does not include: any distribution that is one of a
series of substantially equal periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee’s designated beneficiary, or for a
specified period of ten years or more; any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; any amount that is distributed on account of
hardship; and the portion of any distribution that is not includable in gross income
(determined without regard to the exclusion for net unrealized appreciation with respect to
employer securities). A portion of a distribution shall not fail to be an eligible rollover
distribution merely because the portion consists of after-tax employee contributions which are
not includible in gross income, provided, however, that such portion may be transferred only
to an individual retirement account or annuity described in Section 408(a) or (b) of the Code,
or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code
that agrees to separately account for amounts so transferred, including separately accounting
for the portion of such distribution which is includible in gross income and the portion of
such distribution which is not so includible.




     (b) Eligible retirement plan: An eligible retirement plan is an individual retirement
account described in Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, an
annuity contract described in Section 403(b) of the Code, a qualified trust described in
Section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution, or
an eligible plan under Section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political subdivision
of a state and which agrees to separately account for amounts



-55-









 






transferred into such plan from this Plan. The definition of eligible retirement plan also applies in the
case of a distribution to a surviving spouse, or to a spouse or former spouse who is an
alternate payee under a qualified domestic relations order, as defined in Section 414(p) of
the Code.




     (c) Distributee: A distributee includes an employee or former employee. In addition,
the employee’s or former employee’s surviving spouse and the employee’s or former employee’s
spouse or former spouse who is the alternate payee under a qualified domestic relations order,
as defined in Section 414(p) of the Code, are distributees with regard to the interest of the
spouse or former spouse.




     (d) Direct rollover: A direct rollover is a payment by the plan to the eligible
retirement plan specified by the distributee.



     9.17 Transition Rules for Required Commencement of Distribution. Notwithstanding any
other provisions of the Plan to the contrary, a Participant who attains age 701/2 may elect to
receive distribution of his Separate Accounts or Separate ESOP Accounts beginning as of April 1 of
the calendar year following the calendar year in which he attains age 701/2, regardless of whether
his Settlement Date has occurred.



     9.18 Distribution to Other Qualified Plans. In the event a former Participant whose
Separate Accounts have not been fully distributed becomes an active participant in a plan qualified
under Section 401(a) of the Code (including a self-employed retirement plan that is exempt from tax
under Section 501(a) of the Code, an annuity plan described under Section 403(a) of the Code, or a
qualified bond purchase plan described in Section 405(a) of the Code), the Company may direct the
Trustee to transfer all or part of the amount of such former Participant’s Separate Accounts to any
such plan; provided, however, that the plan to receive such transferred assets authorizes
acceptance of such assets, provides that assets transferred shall be held in a separate account,
and requires that the assets transferred shall not be subject to any forfeiture provisions.



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ARTICLE X




SPECIAL ESOP FEATURE PROVISIONS



     10.1 Merger of ESOP. Effective October 1, 2000, the Nordson Corporation Union
Employees Stock Ownership Plan (the “ESOP”) was merged into the Plan and the assets and liabilities
of the ESOP were transferred to the Trust. As a result of the merger and transfer of assets and
liabilities described herein, from and after October 1, 2000, there shall be maintained under the
Plan an ESOP Feature as hereinafter set forth. The terms and conditions of the Plan shall be
generally applicable to the ESOP Feature, except as provided otherwise in this Article X.



     10.2 Participation in the ESOP Feature. Notwithstanding the provisions of Section
2.1, each Employee, as hereinafter defined, shall become a Participant in the ESOP Feature as of
the date on which he first completes an Hour of Service as an Employee. For purposes of the ESOP
Feature, in lieu of the definition in Section 1.1, the term “Employee” shall mean any common law
employee of an Employer, other than a probationary employee, (i) who is compensated on an
hourly-rate basis or hourly-rate and incentive basis, and (ii) who is covered by a collective
bargaining agreement with the Union, except that the term shall not include any person who is
employed at any business operation of an Employer that is acquired or established on or after
January 1, 1988, unless and until the Plan is extended to cover that operation in accordance with
Section 15.5 or any person who is customarily employed on a part-time, temporary, or irregular
basis for less than 1,000 hours a year unless he is credited with at least 1,000 Hours of Service
during the 12-month period commencing on the first date he completes an Hour of Service or during a
12-month period commencing on an anniversary date of the first date he completes an Hour of Service
(an “Employment Anniversary Period”), in which event he shall become an



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Employee as of the first day of the Employment Anniversary Period following the Employment
Anniversary Period during which he is credited with at least 1,000 Hours of Service.




     10.3 Employer Contributions under the ESOP Feature. The Employer ESOP Contribution
for each Plan Year shall be in such amount, if any, as the Board of Directors of the Company shall
determine. If an Employer ESOP Contribution is authorized by the Board of Directors for a Plan
Year, the amount of such contribution must be sufficient to permit the allocation of at least one
Share to each Participant who is eligible to receive an allocation of Employer ESOP Contributions
in accordance with the provisions of Section 10.10. Any Employer ESOP Contribution shall be
subject to the provisions of Section 3.3.



     10.4 Payment of Contributions. Any Employer ESOP Contribution for any Plan Year shall
be paid in cash or in Shares, or partly in each, to the Trustee within the period of time
established by the Code in order that the contribution shall be deductible by the Employers in
computing their federal income taxes with respect to the Plan Year. In any case, Employer ESOP
Contributions for any Plan Year, regardless of when actually paid, shall for all purposes of this
Agreement be deemed to have been made on the last day of the Plan Year. Upon receipt of any
contribution the Trustee shall deposit it in the Transition Fund to be invested in accordance with
the provisions of Section 13.1 and 13.2. The Trustee shall have no duty to collect or enforce
payment of contributions or inquire into the amount or method used in determining the amount of
contributions, and shall be accountable only for contributions received by it.



     10.5 Transition Fund. For each Plan Year, the Trustee shall establish a trust fund,
herein referred to as the Transition Fund, to hold and administer Employer ESOP Contributions,
together with any forfeitures and any Shares or other assets released and transferred from the
Suspense Fund in accordance with Section 10.7. In the event that there is any Loan outstanding



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during the Plan Year, Employer ESOP Contributions (other than Shares) necessary to meet
obligations of the Trust under such Loan shall be transferred to the Suspense Fund. Moreover, any
Employer ESOP Contributions (other than Shares) in excess of amounts necessary to meet obligations
of the Trust under such Loan shall be similarly applied, unless the Company shall direct otherwise.
Any dividends, interest, earnings, or other income received by the Trustee in respect of the
Transition Fund shall be reinvested by the Trustee in the Transition Fund. As of the last day of
each Plan Year, the Trustee shall transfer all assets of the Transition Fund to the ESOP Fund, but
only after the ESOP Fund has been valued in accordance with Section 10.12, and shall thereupon
close the Transition Fund.




     10.6 ESOP Fund. The Trustee shall establish a trust fund, herein defined as the ESOP
Fund, to hold and administer the assets subject to the ESOP Feature, except assets held in the
Transition Fund, the Suspense Fund, or the Dividend Fund. Any interest, earnings, or other income
received by the Trustee in respect of the ESOP Fund shall be reinvested by the Trustee in the ESOP
Fund, except that any dividends paid with respect to Shares credited to Stock Accounts (as
described in Section 10.9) shall be reinvested by the Trustee in the Dividend Fund, subject,
however, to the provisions of Section 10.13.



     10.7 Suspense Fund. The Trustee shall establish a trust fund, herein referred to as
the Suspense Fund, to hold and administer any Shares that are pledged as collateral for any Loan
and Employer ESOP Contributions (other than contributions of Shares) that are transferred from the
Transition Fund to meet obligations of the Trust under any Loan. Any dividends, interest,
earnings, or other income received by the Trustee in respect of the Suspense Fund shall be
reinvested by the Trustee in the Suspense Fund. In any Plan Year when any Shares are no longer
required to be pledged as collateral for a Loan or any other assets in the Suspense Fund are no



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longer required in order to meet obligations of the Trust under any Loan, the Trustee shall
release those Shares and other assets from the Suspense Fund and shall transfer them to the
Transition Fund as of the last day of the Plan Year. Any Shares and other assets so released and
transferred shall be allocated in the same manner as Employer ESOP Contributions for the Plan Year,
as set forth in Section 10.10.




     10.8 Dividend Fund. For each Plan Year, the Trustee shall establish a trust fund,
herein referred to as the Dividend Fund, to hold and administer all dividends paid at any time with
respect to Shares credited to Stock Accounts in the ESOP Fund. Subject to the provisions of
Section 10.13, any dividends, interest, earnings, or other income received by the Trustee in
respect of the Dividend Fund shall be reinvested by the Trustee in the Dividend Fund. As of the
last day of each such Plan Year, the Trustee shall transfer all assets of the Dividend Fund to the
ESOP Fund, but only after the ESOP Fund has been valued in accordance with Section 10.12, and shall
thereupon close the Dividend Fund; provided, however, that any dividends received by the Trustee
may be transferred to the ESOP Fund and credited to the Separate ESOP Accounts of Participants as
of an earlier date during the Plan Year at the direction of the Committee.



     10.9 Separate ESOP Accounts. As of the date an Employee first becomes a Participant,
there shall be established two Separate ESOP Accounts in his name, a Stock Account and a Cash
Account, to reflect the interest of the Participant in the ESOP Fund. The Trustee shall cause the
Separate ESOP Accounts to be maintained and administered for each Participant in accordance with
the provisions of this Agreement. For all purposes of this Agreement, the balance of the Separate
ESOP Accounts of each Participant as of any date shall be the balance of each account after all
credits and charges thereto, for and as of that date, have been made as provided in this Agreement.



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     10.10 Allocation of Employer ESOP Contributions and Forfeitures Among Participants.
Within a reasonable time after the end of each Plan Year, the Company shall certify and deliver to
the Trustee and to the Committee a list of all persons who are Participants or, under certain
circumstances, former Participants, as of the last day of the Plan Year, together with a statement
of the Compensation of each such Participant. The list shall not include any Participant or former
Participant, or a statement of the Compensation of any such Participant, who is not in the
employment of an Employer or a Related Corporation on the last day of the Plan Year, except for
former Participants who terminated employment with an Employer in accordance with the provisions of
paragraph (a), (b) or (c) of Section 9.1. Notwithstanding anything to the contrary contained in
this Agreement, in the event there is a Loan outstanding, each Employer ESOP Contribution shall be
applied against the principal and interest of the Loan in accordance with the terms of the Loan and
in accordance with the provisions of Section 10.5. After delivery of the list and after
application of the Employer ESOP Contributions against the principal and interest of any Loan in
accordance with the terms of the Loan, the Trustee shall cause the Transition Fund in which the
Employer ESOP Contributions and forfeitures, if any, for the Plan Year are deposited, together with
any Shares and other assets released and transferred from the Suspense Fund in accordance with the
provisions of Section 10.7 during the Plan Year, to be transferred to the ESOP Fund. The Trustee
shall then cause such amounts to be allocated among all Participants and former Participants
included on the list, after the valuation for which provision is made in Section 10.12, in the
ratio that the Compensation for the Plan Year for each such Participant or former Participant on
the list bears to the aggregate Compensation of all such Participants so listed for such Plan Year,
but subject to the provisions of Section 10.3.



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     10.11 Crediting of Employer ESOP Contributions and Forfeitures. Subject to the
provisions of Sections 7.6 and 10.12, as of the last day of each Plan Year, the Stock Account of
each Participant or former Participant shall be credited with his allocation of the Shares
transferred to the ESOP Fund from the Transition Fund, and the Cash Account of each Participant or
former Participant shall be credited with his allocation of the assets, other than Shares,
transferred to the ESOP Fund from the Transition Fund.



     10.12 Valuation of Assets and Adjustment of Separate ESOP Accounts. As of each
Valuation Date hereunder the Trustee shall adjust the Separate ESOP Accounts of each Participant
and former Participant since the immediately preceding Valuation Date in the following manner:




     (a) The Trustee shall value all of the assets of the ESOP Fund, except allocated Shares
credited to Stock Accounts, at fair market value.




     (b) The Trustee shall value all of the assets of the Dividend Fund, except Shares to be
credited to Stock Accounts in accordance with paragraph (e) of this Section 10.12, at fair
market value.




     (c) The Trustee shall then, on the basis of the valuation provided under paragraph (a) of
this Section 10.12 and after making appropriate adjustments for the amount of any Shares or
other assets transferred from the Transition Fund in accordance with Section 10.5 on such
date, and for any distributions from the ESOP Fund since the preceding Valuation Date,
ascertain the net increase or decrease in the net worth of the ESOP Fund that is attributable
to all profits and losses, realized and unrealized, since the immediately preceding Valuation
Date.




     (d) The Trustee shall then allocate the net increase or decrease in the net worth of the
ESOP Fund as thus determined among all Cash Accounts in the ESOP Fund in the ratio that the
balance of each Cash Account bears to the aggregate of the balances of all Cash Accounts on
the day immediately preceding the Valuation Date, and shall credit or charge, as the case may
be, each Cash Account with the amount of its allocation; provided, however, that any Shares
held in the ESOP Fund which have not heretofore been allocated to Stock Accounts shall be
credited to each Stock Account in the ratio stated above and each Cash Account shall be
debited for such transfer by the market value of the Shares on the Valuation Date.




     (e) The Trustee shall then allocate the Shares in the Dividend Fund among the Stock
Accounts in the ESOP Fund in the ratio that the balance of each Stock Account bears



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to the aggregate of the balances of all Stock Accounts on the day immediately preceding
the Valuation Date, and shall credit each Stock Account with the amount of its allocation.




     (f) The Trustee shall then, on the basis of the valuation provided under paragraph (b) of
this Section 10.12, allocate the assets of the Dividend Fund remaining after Shares have been
allocated in accordance with paragraph (e) of this Section 10.12, among the Cash Accounts in
the ESOP Fund in the ratio that the balance of each Cash Account bears to the aggregate of the
balances of all Cash Accounts on the day immediately preceding the Valuation Date, and shall
credit each Cash Account with the amount of its allocation.




     (g) Finally, the Trustee shall then credit the Stock Accounts and Cash Accounts in the
ESOP Fund in accordance with the provisions of Section 10.11.



     10.13 Payment and Pass Through of Dividends. Unless the Committee directs that
dividends earned by allocated Shares held in the ESOP Fund and/or the Dividend Fund are to be paid
to the Trustee and reinvested in the respective Funds, the Committee shall direct the Company to
pay the dividends either:




     (a) in cash directly to Participants, former Participants, and Beneficiaries in
proportion to their respective interests in the Funds as of the record date for such
dividends, as described in Section 404(k) of the Code, or




     (b) in cash to the Trustee for distribution to the Participants, former Participants, and
Beneficiaries.



If such dividends are paid directly to the Trustee for distribution pursuant to paragraph (b) of
this Section 10.13, the Trustee shall distribute such dividends in cash to Participants, former
Participants, and Beneficiaries in proportion to their respective interests in the ESOP Fund and/or
the Dividend Fund as of the record date for such dividends, which distribution shall be made based
on a schedule determined by the Committee, but not later than 90 days after the close of the Plan
Year in which such dividends are paid.




     10.14 Distribution of Separate ESOP Accounts. In addition to the provisions of
Article IX relating to distribution, the provisions of this Section 10.14 shall be applicable with
respect to Separate ESOP Accounts. Unless a Participant elects otherwise, in no event shall



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distribution of the nonforfeitable portion of his Separate ESOP Accounts be made later than one year after the
close of the Plan Year in which the Participant separates from service by reason of his attainment
of age 55, disability, death, or other termination of employment. All distributions shall be made
in the form of cash unless a Participant or his Beneficiary shall have elected, by notice delivered
to the Committee in accordance with its rules, to receive distribution of all or a portion of his
interest in the ESOP Fund in Shares, except that an amount equivalent in value to a fractional
Share otherwise distributable hereunder shall be paid in cash. Any distribution in cash shall be
based upon the market value of the Shares as of the date liquidated for distribution.




     10.15 Special Diversification Election. Any employee of an Employer or a Related
Corporation who has been a Participant under the Plan for ten or more years and who has attained
age 55 may elect, within the 90 day election period following the close of each Plan Year during
his qualified period, to transfer up to 25 percent of the aggregate balances of his Separate ESOP
Accounts to the Investment Funds and to direct the investment of such amounts pursuant to the
provisions of Section 6.4; provided, however, that for the last Plan Year in his qualified period,
such employee may elect to transfer up to 50 percent of the aggregate balances of his Separate ESOP
Accounts. A Participant who elects to transfer a portion of his Separate ESOP Accounts in
accordance with the provisions of this Section 10.15 may elect to make further transfers hereunder
only to the extent that such further transfers, when combined with all prior transfers made
pursuant to this Section 10.15, do not exceed the percentage limit in effect for that Plan Year.
The Trustee shall make the transfer in accordance with a Participant’s election hereunder within 90
days after the end of the 90 day election period. For purposes of this Section 10.15, a
Participant’s “qualified period” shall mean the six-Plan Year period



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beginning with the Plan Year in which the Participant (i) attains age 55 or (ii) completes his
tenth year as a Participant, whichever is later.




     10.16 Sale or Repurchase of Shares. Unless Shares cease to be readily tradable on an
established securities market, in which event a “put” option shall become applicable in accordance
with Section 409(h) of the Code, no Share acquired with the proceeds of a Loan may be subject to a
put, call, or other option, or buy-sell or similar arrangement while held by or when distributed
from the Trust, whether or not the Loan has been repaid or the Plan ceases to be an employee stock
ownership plan. Moreover, unless Shares cease to be readily tradable on an established securities
market, in which event a right of first refusal may attach in accordance with regulations issued
under Section 4975(e) of the Code, no person may be required to sell shares to the Company, nor may
the Trust enter into an agreement that obligates the Trust to purchase Shares upon the death of a
shareholder of the Company.



     10.17 Administrative Simplification. Notwithstanding any provision of this Agreement
to the contrary, during any period in which no Loan is outstanding the Trustee shall not be
required to maintain the Transition Fund, the Suspense Fund, or the Dividend Fund. In the event
that no Transition Fund is maintained at any time when an Employer ESOP Contribution is received by
the Trustee or a forfeiture arises under the ESOP Feature, the Trustee shall deposit such
contribution and hold such forfeiture in the ESOP Fund. In the event that no Dividend Fund is
maintained at any time when a dividend is paid with respect to Shares, such dividend shall, subject
to the provisions of Section 10.13, be held in the ESOP Fund and credited to the respective Cash
Accounts of Participants, former Participants, and Beneficiaries in proportion to the balances of
their Stock Accounts as of the record date for such dividend.



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     10.18 Special Valuation Provision. Notwithstanding any other provision of the Plan to
the contrary, in the event that Shares are not readily tradable on an established securities
market, all valuations of Shares under the ESOP Feature made with respect to activities carried on
by the Plan shall be conducted by an independent appraiser as defined in Section 401(a)(28)(C) of
the Code.



     10.19 Spin-Off of ESOP Feature Notwithstanding any provision of this Agreement to the
contrary and in accordance with Section 414(l) of the Code, effective December 31, 2006, the ESOP
Feature of the Plan is spun-off from the Plan and thereafter maintained as a separate plan to be
known as the Nordson Corporation Union Employees Stock Ownership Plan, and the related assets and
liabilities shall be transferred to and held under a separate trust to be known as the Nordson
Corporation Union Employees Stock Ownership Trust.




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ARTICLE XI




THE COMMITTEE



     11.1 Membership. The Company, by action of its Board of Directors, shall appoint a
Committee of at least three persons to administer the Plan as hereinafter set forth. Upon his
appointment to the Committee by the Company, each such appointee shall become a member of the
Committee by accepting his appointment in a writing signed by him and delivered to the Company.



     11.2 Rules and Regulations. The Committee from time to time may formulate such rules
and regulations for its organization and the transaction of its business as it deems suitable and
as are consistent with the provisions of this Agreement.



     11.3 Authority of Committee and Company. The Committee shall have all such powers and
authorities as may be necessary to carry out the provisions of the Plan, including the sole
discretionary power and authority to make factual findings and to interpret and construe the
provisions of the Plan, such interpretation to be final and conclusive on all persons claiming
benefits under the Plan, and to resolve any disputes which arise under the Plan (subject to the
provisions of Section 11.5), the powers and authorities expressly conferred upon it in this
Agreement, and all such other powers and authorities as shall be reasonably necessary to carry out
the expressly conferred powers, authorities, and duties. Except to the extent otherwise required
by law, benefits under the Plan will be paid only if the Committee decides in its discretion that
the Participant is entitled to them. The Committee may employ such attorneys, agents, and
accountants as it may deem necessary or advisable to assist it in carrying out its duties
hereunder. The Committee shall have no authority to reallocate any of its powers, authority, or
responsibilities for the operation and administration of the Plan to any other person.



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The
Company, the Employers, the Committee, and the Trustee hereby are designated as “named
fiduciaries’’ of the Plan as such term is defined in Section 402(a)(2) of the Act. The Company, by
action of its Board of Directors or their delegate, may:





     (a) reallocate any of the powers, authority, or responsibilities for the operation and
administration of the Plan, which are retained by it or granted by this Article XI to the
Committee, to itself, to the Committee, or to the Trustee; and




     (b) designate a person other than itself or the Committee to carry out any of such
powers, authority, or responsibilities;


provided, however, that no powers, authority, or responsibilities of the Trustee shall be subject
to the provisions of paragraph (b) of this Section 11.3; and provided, further, that no allocation
or delegation by the Company of any of its or of the Committee’s powers, authority, or
responsibilities to the Trustee shall become effective unless such allocation or delegation first
shall be accepted by the Trustee in a writing signed by it and delivered to the Company.




     11.4 Action of Committee. Any act authorized, permitted, or required to be taken by
the Committee under the Plan may be taken by a majority of the members of the Committee at the time
acting hereunder, either by vote at a meeting, or in writing without a meeting. All notices,
advice, directions, certifications, approvals, and instructions required or authorized to be given
by the Committee under the Plan shall be in writing and signed by a majority of the members of the
Committee, or by such member or members as may be designated by an instrument in writing, signed by
all the members thereof and filed with the Trustee, as having authority to execute such document on
its behalf. Subject to the provisions of Section 11.5, any action taken by the Committee which is
authorized, permitted, or required under the Plan shall be final and binding upon the parties to
this Agreement, all persons who have or who claim an interest under the Plan, and all third parties
dealing with the Company, the Employers, the Committee, or the Trustee.



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     11.5 Claims Review Procedure. Except to the extent that the provisions of any
applicable collective bargaining agreement provide another method of resolving claims for benefits,
the following sets forth the Plan’s claims procedures which shall apply for non-disability benefit
claims and disability benefit claims, provided however that, the provisions with regard to
disability benefit claims will only apply if the Committee is required to determine if a person is
disabled.




     (a) Filing a claim for benefits. A claim for benefits under the Plan shall be made in
writing and in accordance with such other reasonable requirements as the Committee shall
determine from time to time.




     (b) Time period for making initial benefit determination.




     (i) General rule. Except as provided in Section 11.5(b)(ii), in the event that
any Employee or other payee (“claimant”) claims to be entitled to a benefit under
the Plan, and the Committee denies the claim in whole or in part, the Committee
shall, in writing, notify the claimant within a reasonable period of time, but not
later than 90 days (45 days in the event of a claim for disability benefits) after
receipt of the claim, of the adverse benefit determination.




     (ii) Special circumstances.




     (1) Non-disability benefit claim. If, in connection with a claim other
than a claim for disability benefits, the Committee determines that special
circumstances require an extension of time for processing the claim, a
written notice of the extension which indicates the special circumstances
requiring an extension of time and the date by which the Plan expects to
render the benefit determination shall be provided to the claimant within
the initial 90-day benefit determination period. In no event shall the
extension exceed a period of 90 days from the end of the initial 90-day
period.




     (2) Disability benefit claim.




	 	(A)	 	30-day extension. If, in connection with a claim for disability benefits,
the Committee determines that an extension of time for
processing the claim is necessary due to matters beyond
the control of the Plan, a written notice of the
extension which indicates the special circumstances
requiring an extension of time and the date by which the
Plan expects to render the benefit determination shall
be




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	 	 	 	provided to the claimant within the initial 45-day
benefit determination period. In no event shall the
extension exceed a period of 30 days from the end of
the initial 45-day period.






	 	(B)	 	Second 30-day extension. If, prior to the end of the first 30-day
extension period, the Committee determines that, due to
matters beyond the control of the Plan, a decision
cannot be rendered within that extension period, a
written notice of a further extension of up to 30 days
which indicates the special circumstances requiring a
further extension of time and the date by which the Plan
expects to render the benefit determination shall be
provided to the claimant prior to the end of the 30-day
extension period. In no event shall the extension
exceed a period of 30 days from the end of the first
30-day extension period.
	 
	 	(C)	 	Notice of extension(s). Any notice required under (A) or (B)
above shall specifically explain the standards on which
entitlement to a benefit is based, the unresolved issues
that prevent a decision on the claim from being made,
and the additional information needed to resolve those
issues.
	 
	 	(D)	 	Additional information required by Plan. If additional information
is needed by the Plan to make a benefit decision (as
described in (C) above), the claimant shall have at
least 45 days within which to provide the specified
information.






     (iii) Calculating time periods. The period of time within which a benefit
determination is required to be made shall begin at the time a claim is initially
filed in accordance with Section 11.5(a).




     (c) Content of notification of adverse benefit determination. A notification of an
adverse benefit determination under the Plan shall:




     (i) be written in a manner reasonably expected to be understood by the
claimant,




     (ii) set forth the specific reason or reasons for the adverse determination,




     (iii) reference the specific provisions of the Plan on which the determination
is based,



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     (iv) describe any additional material or information necessary for the claimant
to perfect the claim and explain why the material or information is necessary,




     (v) set forth an explanation of how the claimant can obtain review of the
adverse benefit determination, including review procedures, time limits, and a
statement of a claimant’s right to bring a civil action under Section 502(a) of the
Act following an adverse benefit determination on review, and




     (vi) with regard to an adverse benefit determination made with respect to
disability benefits, (A) if an internal rule, guideline, protocol, or other similar
criterion was relied upon in making the adverse benefit determination, state that a
copy of the rule, guideline, protocol, or other criterion will be provided free of
charge to the claimant upon request, and (B) if the adverse benefit determination
regarding the disability benefit is based on a medical necessity or experimental
treatment or similar exclusion or limit, state that an explanation of the scientific
or clinical judgment for the determination will be provided free of charge upon
written request to the Committee.




     (d) Appeal of adverse benefit determination. If an adverse benefit determination is made
with respect to a claim, the claimant shall be afforded a full and fair review of the claim
and the adverse benefit determination in accordance with the procedures below.




     (i) Time period and manner for making appeal. Within 60 days (180 days for a
claim for disability benefits) after receipt of the written notice of the adverse
benefit determination, the claimant may request, by mailing or delivery of written
notice to the Committee, a review of the adverse benefit determination. If the
claimant fails to request a review as provided in the immediately preceding
sentence, it shall be conclusively determined for all purposes of the Plan that the
initial benefit determination made by the Committee is correct.




     (ii) What may be submitted by claimant. The claimant shall be given the
opportunity as part of the review to submit written comments, documents, records,
and other information relating to the claim for benefits. All submissions shall be
taken into account upon appeal regardless of whether the information was submitted
or considered in the initial benefit determination.




     (iii) What documents shall be provided by Plan. The claimant shall be provided
as part of the review, upon written request to the Committee and free of charge,
reasonable access to, and copies of, all documents, records, and other information
relevant to the claimant’s claim for benefits. Any request and access shall be made
in the manner and form prescribed by the Committee.




     (iv) Additional rules applicable only to appeals from adverse benefit
determinations relating to claims for disability benefits.



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     (1) The review on appeal shall not afford deference to the initial
benefit determination.




     (2) An appropriate named fiduciary of the Plan who is neither the
individual who made the initial adverse benefit determination nor the
subordinate of the person shall conduct the review.




     (3) In deciding an appeal of any adverse benefit determination that is
based in whole or in part on a medical judgment, including determinations
with regard to whether a particular treatment, drug, or other item is
experimental, investigational, or not medically necessary or appropriate,
the appropriate named fiduciary shall consult with a health care
professional who has appropriate training and experience in the field of
medicine involved in the medical judgment. The health care professional
shall not be an individual who was consulted in connection with the initial
adverse benefit determination, nor a subordinate of the individual.




     (4) The review shall identify medical or vocational experts whose
advice was obtained on behalf of the Plan in connection with the initial
adverse benefit determination, without regard to whether the advice was
relied upon in making the benefit determination. The information shall be
provided to the claimant upon written request to the Committee.




     (v) Time period for deciding appeal. The Committee shall notify the claimant
of the Plan’s benefit determination within a reasonable period of time, but not
later than 60 days (45 days, in the case of a claim for disability benefits) after
receipt of the claimant’s request for review by the Plan, unless the Committee
determines that special circumstances require an extension of time for processing
the claim. If the Committee determines that an extension of time is required,
written notice of the extension which indicates the special circumstances requiring
an extension of time and the date by which the Plan expects to render the benefit
determination shall be provided to the claimant within the initial 60-day (45-day,
in the case of a claim for disability benefits) benefit determination period. In no
event shall an extension exceed a period of 60 days (45 days, in the case of a claim
for disability benefits) from the end of the initial period.




     (vi) Calculating time periods. The period of time within which a benefit
determination on appeal is required to be made shall begin at the time an appeal is
initially filed under the Plan in accordance with Section 11.5(d)(i).




     (vii) Decision upon appeal. The Committee shall provide the claimant with
written notification of the Plan’s benefit determination on review. If an adverse
benefit determination is made upon appeal, the written notification shall:



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     (1) be written in a manner reasonably expected to be understood by the
claimant,




     (2) set forth the specific reason or reasons for the adverse
determination,




     (3) reference the specific provisions of the Plan on which the
determination is based,




     (4) contain a statement that the claimant is entitled to receive, upon
written request to the Committee and free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant to the
claimant’s claim for benefits,




     (5) contain a statement describing any voluntary appeal procedures
offered by the Plan and the claimant’s right to obtain information about the
procedures, and a statement of a claimant’s right to bring a civil action
under Section 502(a) of the Act,




     (6) in the case of an appeal from an adverse determination with respect
to disability benefits, (A) if an internal rule, guideline, protocol, or
other similar criterion was relied upon in making the adverse determination,
state that a copy of the rule, guideline, protocol, or other criterion will
be provided free of charge to the claimant upon written request to the
Committee, and (B) if the adverse benefit determination regarding the
disability benefit is based on a medical necessity or experimental treatment
or similar exclusion or limit, state that an explanation of the scientific
or clinical judgment for the determination will be provided free of charge
upon written request to the Committee, and




     (7) in the case of an appeal from an adverse determination with respect
to disability benefits, contain the statement “You and your Plan may have
other voluntary alternative dispute resolution options, such as mediation.
One way to find out what may be available is to contact your local U.S.
Department of Labor Office and your State insurance regulatory agency.”




     (e) The Committee may take any and all actions that are necessary or appropriate to carry
out these procedures and if special or unusual circumstances require, any other appropriate
action (including tolling time periods and taking extensions of time).



     11.6 Resignation, Removal, and Designation of Successors. Any member of the Committee
may resign at any time, and any member may be removed by action of the Board of Directors of the
Company. Vacancies for these or other reasons shall be filled by appointees of the Board of
Directors of the Company, and any such appointee shall become a member of the



-73-









 




Committee by accepting his appointment as provided in Section 11.1. The Committee promptly
shall notify the Trustee of any change in its membership. Nothing herein contained shall be
construed to prevent any Participant or any director, officer, employee, or shareholder of an
Employer from serving as a member of the Committee, but no member of the Committee who is a
Participant shall take any part in any action relating solely to his participation.




     11.7 Records. The Committee shall maintain records of all meetings, proceedings, and
actions held, undertaken, or performed by it, and shall furnish to the Company such reports as it
from time to time may request. The Committee may appoint as its Secretary, to keep a record of its
meetings, proceedings, and actions, a person who may, but need not, be a member of the Committee.



     11.8 Compensation. The members of the Committee shall receive no compensation for
their services performed as such, but any and all expenses, including, without limitation,
compensation to agents and counsel, reasonably incurred by them in carrying out the powers, duties,
and responsibilities herein conferred, shall be paid by the Company.



     11.9 Indemnification. In addition to whatever rights of indemnification the members
of the Committee or of the Board of Directors of the Company, or any other person or persons (other
than the Trustee) to whom any power, authority, or responsibility of the Company is delegated
pursuant to paragraph (b) of Section 11.3, may be entitled under the articles of incorporation,
regulations, or by-laws of the Company, under any provision of law, or under any other agreement,
the Company shall satisfy any liability actually and reasonably incurred by any such member or such
other person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in
settlement, in connection with any threatened, pending, or completed action, suit, or proceeding
which is related to the exercise or failure to exercise by such member



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or such other person or persons of any of the powers, authority, responsibilities, or
discretion provided under this Agreement, or reasonably believed by such member or such other
person or persons to be provided hereunder, and any action taken by such member or such other
person or persons in connection therewith.




     11.10 Qualified Domestic Relations Orders. The Committee shall establish reasonable
procedures to determine the status of domestic relations orders and to administer distributions
under domestic relations orders which are deemed to be qualified orders. Such procedures shall be
in writing and shall comply with the provisions of Section 414(p) of the Code and regulations
issued thereunder. Notwithstanding anything to the contrary contained in the Plan, the Committee
shall direct the Trustee to make distribution to or for the benefit of an alternate payee under
such a qualified order of the alternate payee’s benefit under the Plan in the form in which such
benefit may be paid under the Plan to the Participant or former Participant with respect to whom
such qualified order applies; provided, however, that: (a) the qualified order provides for an
immediate distribution, and (b) if the present value of the benefit to be paid to the alternate
payee exceeds $5,000, the alternate payee has consented in writing to such distribution.



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ARTICLE XII




BENEFICIARIES



     12.1 Designation of Beneficiary. In the event of the death of a Participant or former
Participant prior to distribution in full of his interest under the Plan, the spouse, if any, of
such Participant or former Participant shall be his Beneficiary and receive distribution of his
remaining interest in accordance with the provisions of Section 9.6; provided, however, that a
Participant may designate a person or persons other than his spouse as his Beneficiary if the
requirements of Section 12.3 are met.



     12.2 Beneficiary in Absence of a Designated Beneficiary. If a Participant or former
Participant who dies does not have a surviving spouse and if no Beneficiary has been designated
pursuant to the provisions of Section 12.1 or if no Beneficiary survives such Participant or former
Participant then the Beneficiary shall be the estate of such Participant or former Participant. If
any Beneficiary designated pursuant to Section 12.1 dies after becoming entitled to receive
distributions hereunder and before such distributions are made in full, and if no other person or
persons have been designated to receive the balance of such distributions upon the happening of
such contingency, the estate of such deceased Beneficiary shall become the Beneficiary as to such
balance.



     12.3 Spousal Consent to Beneficiary Designation. In the event a Participant or former
Participant is married, any Beneficiary designation, other than a designation of his spouse as
Beneficiary, shall be effective only if his spouse consents in writing thereto and such consent
acknowledges the effect of such action and is witnessed by a Plan representative or a notary
public, unless a Plan representative finds that such consent cannot be obtained because the



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spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of
the Code and regulations issued thereunder.




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ARTICLE XIII




POWERS AND DUTIES OF THE TRUSTEE



     13.1 Trust Property and Investments. Subject to the provisions of Section 13.2,
paragraphs (b) and (c) of Section 13.6 and Section 13.19, in the administration of the funds held
hereunder, the Trustee is empowered:




     (a) to invest and reinvest all or any part of the Trust property, including both
principal and income, in such securities, real estate, and other property as may be selected
by it; moreover, the Trustee may invest and reinvest the entire Trust property or any part
thereof in qualifying Employer securities;




     (b) to sell, lease, exchange, or otherwise dispose of all or any part of the Trust
property at such prices, upon such terms and conditions, and in such manner as it shall
determine, including the right to lease, with or without option to purchase, for any term,
irrespective of the period of the Trust;




     (c) to exercise, buy, or sell rights of conversion or subscription; provided, however,
that any conversion of Employer securities shall be on the same terms as are applicable to all
holders of the convertible securities and in exchange for at least the fair market value of
the securities converted;




     (d) to enter into or oppose any plan of consolidation, merger, reorganization, capital
readjustment, or liquidation of any corporation or other issuer of securities held hereunder
(including any plan for the sale, lease, or mortgage of any of its property or the adjustment
or liquidation of any of its indebtedness) and, in connection with any such plan, to enter
into any security holders’ agreement, to deposit securities under such agreement, and to pay
assessments or subscriptions from the other assets held hereunder;




     (e) to retain in cash or otherwise in a form unproductive of income such portion of the
Trust property as it shall determine is necessitated by the cash requirements of the Trust;
provided, however, that, to the maximum extent feasible, such amounts shall be held in forms
of investment which are productive of income but are sufficiently liquid to meet such cash
requirements;




     (f) to deposit any securities held hereunder in any depository;




     (g) to deposit all or any part of the Trust property, including both principal and
income, in its own banking department; provided, however, that any such deposits shall bear a
reasonable rate of interest;




     (h) to invest and reinvest all or any part of the Trust property under an insurance
contract or contracts which contain provisions relating to a guaranteed rate of return on such
investment;



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     (i) to transfer to and invest all or any part of the Trust property in any collective
investment trust which constitutes an exempt trust within the meaning of the Code and which is
then maintained by a bank or trust company when acting as Trustee, co-Trustee, agent for the
Trustee, or as an Investment Manager; provided that the instrument establishing such
collective investment trust, as amended from time to time, shall govern any investment
therein, and is hereby made a part of this Agreement as if fully set forth herein; and




     (j) to transfer to and commingle assets of the Trust property with assets of other trusts
(which in each case forms a part of a pension or profit-sharing plan of the Company or of a
Related Corporation qualified under the Code and constitutes an exempt trust within the
meaning of such Code) for the collective investment thereof through the medium of the Nordson
Corporation Master Trust Fund or the Nordson Corporation Common Trust for Employee Savings
Plans (each of which is hereinafter referred to as a “Master Trust Fund”) maintained by Key
Trust Company of Ohio, National Association, as trustee, and to have such assets held and
administered pursuant to the terms and provisions of a Master Trust Fund; provided that to the
extent of the equitable share of the Trust property in a Master Trust Fund the instrument
establishing a Master Trust Fund, as amended from time to time, shall govern any investment
therein and is hereby made a part of this Agreement as if fully set forth herein.


The term “securities”, wherever used in this Agreement, shall include common and preferred stocks,
contractual obligations of every kind, whether secured or unsecured, equitable interests in real or
personal property, and intangible property of every description and howsoever evidenced.
Notwithstanding the foregoing provisions of this Section 13.1, the Trustee shall not acquire or
hold any Employer security unless it is a qualifying Employer security and shall not acquire or
hold any Employer real property unless it is qualifying Employer real property. The terms
“Employer security,” “qualifying Employer security,” “Employer real property,” and “qualifying
Employer real property” shall have the meanings provided in Section 407(d) of the Act.




     13.2 Investment Guidelines. The powers conferred upon the Trustee in Section 13.1
shall be exercised by the Trustee in its sole discretion, subject, however, to the provisions of
this Section 13.2, paragraphs (b) and (c) of Section 13.6, and Section 13.19. The ESOP Fund, the
Transition Fund, and the Dividend Fund shall be invested primarily in Shares, except as may be
necessitated by the cash requirements (including the anticipated distribution of dividends) of the



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Funds. The Suspense Fund shall also be invested primarily in Shares. In investing and
reinvesting assets of each Investment Fund, the Trustee shall invest and reinvest assets of the
Fund in accordance with guidelines and objectives determined with respect to such Fund by the
Committee and communicated to the Trustee in writing; provided, however, that any such guidelines
are not to be applied as a single standard for investment, but rather in conjunction with other
pertinent factors such as the relative state of the markets for equity and fixed income securities,
the size of the particular amounts to be invested from time to time, the fiduciary standards
established by the Act, and the like; moreover, such general guides are directory only and do not
in any way limit the general powers of investment otherwise set forth in Section 13.1.




     13.3 Claims Against Trust. Subject to provisions of paragraph (a) of Section 13.6,
the Trustee is empowered to compromise and adjust any and all claims, debts, or obligations in
favor of or against the Trust, whether such claims be in litigation or not, upon such terms and
conditions as it shall determine, and to reduce the rate of interest on, to extend or otherwise
modify, or to foreclose upon default or otherwise enforce any such claim, debt, or obligation.



     13.4 Borrowing. Subject to the provisions of paragraph (a) of Section 13.6, the
Trustee is empowered to make advances or borrow money upon such terms and conditions as it deems
appropriate to achieve the purposes of the Trust established hereunder, except that any Loan by or
guaranteed by a disqualified person as defined in paragraph (u) of Section 1.1 shall be subject to
the following requirements:




     (a) the proceeds of the Loan must be used within a reasonable period of time after
receipt by the Trustee only:




	 	(i)	 	to acquire Shares,
	 
	 	(ii)	 	to reduce the Loan, or
	 
	 	(iii)	 	to repay a prior Loan;




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     (b) the Loan must be at a reasonable rate of interest and for a specific term;




     (c) any collateral pledged to the creditor by the Trustee shall consist only of the
assets purchased with the borrowed funds;




     (d) the creditor shall have no recourse against the Trust other than with respect to the
collateral pledged, the contributions of the Employers (other than contributions of Shares)
that are made to the Trust to meet their obligations under the Loan, and the earnings
attributable to the collateral and to the investment of those contributions; and payments made
with respect to a Loan by the Trustee during a Plan Year must not exceed an amount equal to
the sum of those contributions and earnings received during or prior to the Plan Year less
payments made with respect to that Loan in prior Plan Years; and




     (e) in the event of default on the Loan, the value of the Trust assets transferred in
satisfaction of the Loan must not exceed the amount of default, and if the lender (other than
a guarantor) is a disqualified person as defined in paragraph (u) of Section 1.1, the Loan
shall provide for a transfer of Trust assets upon default only upon and to the extent of the
failure of the Trust to meet the payment schedule of the Loan.



     13.5 Voting Rights. Subject to the provisions of paragraphs (b) and (c) of Section
13.6 and of Section 13.18, the Trustee is empowered to exercise the voting rights appurtenant to
any securities held hereunder, either in person or by proxy, and to execute proxies or powers of
attorney to any one or more persons.



     13.6 Company Directions; Investment Manager. The powers conferred upon the Trustee in
Sections 13.1, 13.2, 13.3, 13.4, and 13.5 shall be exercised by the Trustee in its sole discretion;
subject, however, to the provisions of paragraph (a), (b), or (c) of this Section 13.6, as
appropriate:




     (a) With respect to Sections 13.3 and 13.4, the Company at any time and from time to
time, by action of its Board of Directors or their delegate, may direct the Trustee in writing
to obtain the written approval of such person or persons as the Board of Directors or their
delegate may designate, before exercising any one or more of such powers. Moreover, the
Company at any time and from time to time, by action of its Board of Directors or their
delegate, may direct the Trustee in writing to follow any written directions of such person or
persons as the Board of Directors or their delegate may designate, with respect to the
exercise of any such powers. Any such direction by such designated person or persons may be
of a continuing nature, or otherwise, and may be revoked or superseded by such designated
person or persons, or by the Board of Directors or their delegate, at any time by notice in
writing to the Trustee. The Trustee shall be required to follow the directions so given to
it; provided, however, that the Trustee shall not



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be required to follow any directions which would result in a breach of the Trustee’s
fiduciary duties; and provided, further, that the Trustee shall have no obligation by reason
of any such direction to make any advance or loan in its banking capacity.




     (b) With respect to Sections 13.1, 13.2, and 13.5, the Company at any time, by action of
its Board of Directors or their delegate, may appoint an Investment Manager to manage the
investment of any assets of the Trust. The term “Investment Manager” shall have the same
meaning as provided in Section 3(38) of the Act. Upon appointment of the Investment Manager
in writing and the written acknowledgment by the Investment Manager of its status as a
fiduciary with respect to the Plan and the Trust, it shall have such authority as is delegated
to it by the resolution of the Board of Directors or other action by their delegate in which
it is appointed, together with such authority as thereafter from time to time may be delegated
to it by resolution of the Board of Directors or other action by their delegate. Upon the
appointment of an Investment Manager and delegation to it of authority over investment
management as herein provided, the Trustee shall be required to follow the written investment
directions of the Investment Manager. Any such written direction of the Investment Manager
may be of a continuing nature, or otherwise, and may be revoked or superseded by the
Investment Manager at any time by notice in writing to the Trustee.




     (c) With respect to the powers conferred upon the Trustee in Sections 13.1, 13.2, and
13.5, the Committee may direct the Trustee at any time and from time to time to follow its
direction. Any such direction by the Committee may be of a continuing nature, or otherwise,
and may be revoked or superseded by the Committee, or by the Board of Directors or their
delegate, at any time by notice in writing to the Trustee. The Trustee shall be required to
follow the directions so given to it; provided, however, that the Trustee shall not be
required to follow any directions which would result in a breach of the Trustee’s fiduciary
duties.



     13.7 Registration of Securities; Nominees. The Trustee is empowered to register
securities in its own name, or in the name of its nominee without disclosing the Trust, or to hold
the same in bearer form, and to take title to other property in its own name or in the name of its
nominee without disclosing the Trust; but the Trustee shall be responsible for the acts of its
nominee.



     13.8 Agents, Attorneys, Actuaries, and Accountants. The Trustee is empowered to
employ such agents, attorneys, actuaries, and accountants as it may deem necessary or proper in
connection with its duties hereunder, and to determine and pay the reasonable compensation and
expenses of such agents, attorneys, actuaries, and accountants.



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     13.9 Deposit of Funds. The Trustee is empowered to deposit funds, pending investment
or distribution thereof, in any bank organized under the national banking laws of the United States
or under the laws of any state which is insured by the Federal Deposit Insurance Corporation, or in
a savings and loan association which is insured by the Federal Savings and Loan Insurance
Corporation; and it is authorized to accept such regulations covering the withdrawal of funds so
deposited as it shall deem proper.



     13.10 Legal Advice. The Trustee may consult with counsel selected by it, who may be
of counsel for an Employer or a Related Corporation, as to any matters or questions arising
hereunder, and the opinion of said counsel shall be full and complete authority and protection in
respect to any action taken, suffered, or omitted by the Trustee in good faith and in accordance
with the opinion of said counsel.



     13.11 Other Authority. The Trustee is authorized to execute and deliver any and all
instruments and to perform any and all acts which may be necessary or proper to enable it to
discharge its duties under this Agreement and to carry out the powers and authority conferred upon
it.



     13.12 Court Action Not Required. All the powers and authority herein conferred upon
the Trustee shall be exercised by it without the necessity of applying to any court for leave or
confirmation. No person dealing with the Trustee shall be required to ascertain whether the
Trustee shall have obtained the approval of any court or of any person to any action which it may
propose to take hereunder, but every such person may rely solely upon the deed, transfer, or
assurance of the Trustee.



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     13.13 Trustee’s Performance. In the exercise of any of the powers and authority
conferred upon it herein, the Trustee at all times shall adhere to the fiduciary standards
established by the Act.



     13.14 Directions to the Trustee. Any written direction, request, approval, or other
document signed in the name of the Company by an officer thereof, shall be conclusively deemed to
constitute the written direction, approval, or other document of the Company. Any written
direction, request, or certification signed in the name of the Committee by a majority of the
members thereof, or by such member or members thereof as shall be designated as having authority to
execute such documents on behalf of the Committee, in accordance with the provisions of Section
11.4, shall be deemed conclusively to constitute the written direction or certification of the
Committee.



     13.15 Payment of Taxes; Indemnity. The Trustee is empowered to pay out of the assets
of the Trust, as a general charge thereon, any and all taxes of whatsoever nature assessed on or in
respect thereto; provided, however, if the Company notifies the Trustee in writing that in the
opinion of its counsel any such tax is not lawfully assessed, the Trustee, if so requested by the
Company, shall contest the validity of such tax in any manner deemed appropriate by the Company or
its counsel. The word “taxes”, as used herein, shall be deemed to include any interest or
penalties assessed in respect to such taxes. Unless the Trustee first shall have been indemnified
to its satisfaction, the Trustee shall not be required to contest the validity of any tax, to
institute, maintain, or defend against any other action or proceeding, or to incur any other
expense in connection with the Trust except to the extent that the same is sufficient therefor.



     13.16 Compensation and Expenses of Trustee. The Trustee shall be entitled to such
reasonable compensation for its services as the Company and the Trustee from time to time shall



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agree, and shall be entitled to reimbursement for all reasonable expenses incurred by the
Trustee in the administration of the Trust. Such compensation and expenses shall be paid by the
Employers, but in the event the Employers fail to make payment, the Trustee is empowered to pay the
same out of the Trust property as a general charge thereon.




     13.17 Records and Statements. The Trustee shall keep accurate records of all
receipts, disbursements, and other transactions affecting the Trust which shall be available during
the Trustee’s usual business hours for inspection (or for the purpose of making copies of
reproductions thereof) by the Company or its duly authorized representatives. The Trustee shall
render to the Company quarterly statements of all receipts, disbursements, and other transactions
affecting the Trust during the preceding quarter as well as a statement of all assets then held by
it hereunder.



     13.18 Voting of Shares. All voting rights on common shares of the Company (“Shares,”
for purposes of this Section 13.18 and Section 13.19) held in the Nordson Stock Fund and under the
ESOP Feature shall be exercised by the Trustee only as directed by the Participants acting in their
capacity as “Named Fiduciaries” (as defined in Section 402 of the Act) with respect to allocated
and (based on Shares attributable to Matching Employer Contributions and Employer ESOP
Contributions allocated to their accounts) unallocated Shares in accordance with the following
provisions of this Section 13.18:




     (a) As soon as practicable before each annual or special shareholders’ meeting of the
Company, the Trustee shall furnish to each Participant a copy of the proxy solicitation
material sent generally to shareholders, together with a form requesting confidential
instructions on how the Shares allocated to such Participant’s Separate Accounts and Separate
ESOP Accounts, and, separately (based on Shares attributable to Matching Employer
Contributions and Employer ESOP Contributions allocated to his accounts), a proportionate
share of such Shares as may be unallocated (“Unallocated Shares”) or allocated Shares for
which the Trustee does not receive timely voting instructions from the Participant
(“Non-Directed Shares”) (including fractional shares to 1/1000th of a Share) are to be voted.
The Company and the Committee will cooperate with



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the Trustee to ensure that Participants receive the requisite information in a timely
manner. The materials furnished to the Participants shall include a notice from the Trustee
that the Trustee will vote any Shares (allocated or unallocated) for which timely instructions
are not received by the Trustee in the manner described below. Upon timely receipt of such
instructions, the Trustee (after combining votes of fractional Shares to give effect to the
greatest extent to Participants’ instructions) shall vote the Shares as instructed. The
instructions received by the Trustee from Participants or Beneficiaries shall be held by the
Trustee in strict confidence and shall not be divulged or released to any person including
directors, officers or employees of the Company, or of any other company, except as otherwise
required by law.




     (b) With respect to all corporate matters submitted to shareholders, all Shares allocated
to the Separate Accounts and Separate ESOP Accounts of Participants shall be voted only in
accordance with the directions of such Participants as Named Fiduciaries as given to the
Trustee. With respect to Shares allocated to the account of a deceased Participant, such
Participant’s Beneficiary, as Named Fiduciary, shall be entitled to direct the voting with
respect to such allocated Shares as if such Beneficiary were the Participant.




     (c) Each Participant who has been allocated Shares in his accounts which are attributable
to Matching Employer Contributions and Employer ESOP Contributions and who is entitled to vote
on any matter presented for a vote by the shareholders may, as a Named Fiduciary, separately
direct the Trustee with respect to the vote of a portion of the Unallocated Shares and the
Non-Directed Shares. Such direction shall be with respect to such number of votes equal to
the total number of votes attributable to Unallocated Shares and Non-Directed Shares
multiplied by a fraction, the numerator of which is the number of votes attributable to Shares
which are attributable to Matching Employer Contributions and Employer ESOP Contributions and
allocated to the Participant’s accounts, and the denominator of which is the total number of
votes attributable to Shares which are attributable to Matching Employer Contributions and
Employer ESOP Contributions and allocated to the accounts of such Participants who have
provided directions to the Trustee with respect to Unallocated Shares and Non-Directed Shares
under this Section 13.18. Fractional Shares shall be rounded to the nearest 1/1000th of a
Share.



     13.19 Tenders and Exchanges. All tender or exchange decisions with respect to Shares
held in the Nordson Stock Fund and under the ESOP Feature shall be made only by the Participants
acting in their capacity as Named Fiduciaries with respect to allocated Shares credited to their
Separate Accounts and Separate ESOP Accounts in accordance with the following provisions of this
Section 13.19.




     (a) In the event an offer shall be received by the Trustee (including a tender offer for
Shares subject to Section 14(d)(1) of the Securities Exchange Act of 1934 or subject to Rule
13e-4 promulgated under that Act, as those provisions may from time to time be amended) to
purchase or exchange any Shares held by the Trust, the Trustee will



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advise each Participant who has Shares credited to such Participant’s accounts in writing
of the terms of the offer as soon as practicable after its commencement and will furnish each
Participant with a form by which he may instruct the Trustee confidentially whether or not to
tender or exchange Shares allocated to such Participant’s Separate Accounts and Separate ESOP
Accounts and separately (based on Shares attributable to Matching Employer Contributions and
Employer ESOP Contributions allocated to his accounts) a proportionate share of any
unallocated Shares (including fractional shares to 1/1000th of a Share). The materials
furnished to the Participants shall include (i) a notice from the Trustee that, except as
provided in paragraph (i) of this Section 13.19, the Trustee will not tender or exchange any
Shares for which timely instructions are not received by the Trustee and (ii) such related
documents as are prepared by any person and provided to the shareholders of the Company
pursuant to the Securities Exchange Act of 1934. The Committee and the Trustee may also
provide Participants with such other material concerning the tender or exchange offer as the
Trustee or the Committee in its discretion determines to be appropriate; provided, however,
that prior to any distribution of materials by the Committee, the Trustee shall be furnished
with sufficient numbers of complete copies of all such materials. The Company and the
Committee will cooperate with the Trustee to ensure that Participants receive the requisite
information in a timely manner.




     (b) The Trustee shall tender or not tender shares or exchange Shares allocated to the
Separate Accounts and Separate ESOP Accounts of any Participant (including fractional shares
to 1/1000th of a Share) only as and to the extent instructed by the Participant as a Named
Fiduciary. With respect to Shares allocated to the account of a deceased Participant, such
Participant’s Beneficiary, as a Named Fiduciary, shall be entitled to direct the Trustee
whether or not to tender or exchange such Shares as if such Beneficiary were the Participant.
If tender or exchange instructions for Shares allocated to the Separate Accounts and Separate
ESOP Accounts of any Participant are not timely received by the Trustee, the Trustee will
treat the non-receipt as a direction not to tender or exchange such Shares. The instructions
received by the Trustee from Participants or Beneficiaries shall be held by the Trustee in
strict confidence and shall not be divulged or released to any person, including directors,
officers, or employees of the Company, or of any other company, except as otherwise required
by law.




     (c) Each Participant who has been allocated Shares in his accounts which are attributable
to Matching Employer Contributions and Employer ESOP Contributions and who is entitled to
direct the Trustee whether or not to tender or exchange Shares allocated to his accounts may,
as a Named Fiduciary, separately direct the Trustee with respect to the tender or exchange of
a portion of Unallocated Shares. Such direction shall apply to such number of Unallocated
Shares multiplied by a fraction, the number of which is the number of Shares which are
attributable to Matching Employer Contributions and Employer ESOP Contributions and allocated
to the Participant’s accounts, and the denominator of which is the total number of Shares
which are attributable to Matching Employer Contributions and Employer ESOP Contributions and
allocated to the accounts of such Participants who have provided directions to the Trustee
under this Section 13.19. For purposes of determining the fraction in the preceding sentence,
Shares attributable to Matching Employer Contributions and Employer ESOP Contributions and
allocated to the accounts of Participants and Beneficiaries who, pursuant to paragraph (b),
are determined to have



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issued a direction not to tender Shares allocated to their accounts (because the Trustee
did not receive timely instructions from such Participants and Beneficiaries) shall not be
counted in either the numerator of the denominator of said fraction. Fractional Shares shall
be rounded to the nearest 1/1000th of a Share.




     (d) In the event, under the terms of a tender offer or otherwise, any Shares tendered for
sale, exchange or transfer pursuant to such offer may be withdrawn from such offer, the
Trustee shall follow such instructions respecting the withdrawal of such securities from such
offer in the same manner and the same proportion as shall be timely received by the Trustee
from the Participants, as Named Fiduciaries, entitled under this Section 13.19 to give
instructions as to the sale, exchange or transfer of securities pursuant to such offer.




     (e) In the event that an offer for fewer than all of the Shares held by the Trustee shall
be received by the Trustee, each Participant who has been allocated any Shares subject to such
offer shall be entitled to direct the Trustee as to the acceptance or rejection of such offer
(as provided by either of paragraph (a) or (b)) with respect to the largest portion of such
Shares as may be possible given the total number or amount of Shares the Plan may sell,
exchange or transfer pursuant to the offer based upon the instructions received by the Trustee
from all other Participants who shall timely instruct the Trustee pursuant to this Section
13.19 to sell, exchange or transfer such shares pursuant to such offer, each on a pro rata
basis in accordance with the number or amount of such Shares allocated to his accounts.




     (f) In the event an offer shall be received by the Trustee and instructions shall be
solicited from Participants pursuant to Section 13.19 regarding such offer, and prior to
termination of such offer, another offer is received by the Trustee for the securities subject
to the first offer, the Trustee shall use its best efforts under the circumstances to solicit
instructions from the Participants to the Trustee (i) with respect to securities tendered for
sale, exchange or transfer pursuant to the first offer, whether to withdraw such tender, if
possible, and, if withdrawn, whether to tender any securities so withdrawn for sale, exchange
or transfer pursuant to the second offer and (ii) with respect to securities not tendered for
sale, exchange or transfer pursuant to the first offer, whether to tender or not to tender
such securities for sale, exchange or transfer pursuant to the second offer. The Trustee
shall follow all such instructions received in a timely manner from Participants in the same
manner and in the same proportion as provided in paragraphs (a) through (d). With respect to
any further offer for any Shares received by the Trustee and subject to any earlier offer
(including successive offers from one or more existing offerors), the Trustee shall act in the
same manner as described above.




     (g) A Participant’s instructions to the Trustee to tender or exchange Shares will not be
deemed a withdrawal or suspension from the Plan or a forfeiture of any portion of the
Participant’s interest in the Plan. Funds received in exchange for tendered Shares will be
credited to the Separate Accounts or Separate ESOP Accounts of the Participant whose Shares
were tendered and will be used by the Trustee to purchase Shares, as soon as practicable. In
the interim, the Trustee will invest such funds in short-term investments permitted under this
Agreement.



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     (h) The Trustee shall take all steps necessary, including appointment of a corporate
trustee and/or an outside independent administrator to the extent such action, after
consultation with the Company is found necessary to maintain confidentiality of Participant
responses and/or to adequately discharge their obligations as Named Fiduciary.




     (i) Subject to the provisions of this Agreement, in the event the Company initiates a
tender or exchange offer for Share, the Trustee may, in its sole discretion, enter into an
agreement with the Company not to tender or exchange any Shares in such offer, in which event,
the foregoing provisions of this Section 13.19 shall have no effect with respect to such offer
and the Trustee shall not tender or exchange any Shares (allocated or unallocated) in such
offer.



     13.20 The Company shall be responsible for complying with applicable federal and state
securities laws and regulations.



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ARTICLE XIV




SUCCESSOR TRUSTEE



     14.1 Resignation or Removal of the Trustee. The Trustee may resign at any time by
giving notice in writing to the Company and the Committee at least 60 days before such resignation
is to become effective, unless the Company shall accept as adequate a shorter notice. The Company,
by action of its Board of Directors, may remove, with or without cause, any Trustee acting
hereunder by giving notice in writing to such Trustee at least 60 days before such removal is to
become effective, unless the Trustee shall accept as adequate a shorter notice.



     14.2 Appointment of the Successor Trustee. If for any reason a vacancy should occur
in the trusteeship, then a successor Trustee shall be designated by the Company, by action of its
Board of Directors, which successor Trustee may be either a corporation authorized to carry on a
trust business, a national banking association, or any three or more individuals selected by the
Company. Any successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the
Company an instrument in writing accepting such appointment hereunder. Such successor Trustee
thereupon shall become vested with the same title to the property comprising the Trust property,
and the same powers and duties with respect thereto, as hereby are vested in the original Trustee.
The predecessor Trustee shall execute all such instruments and perform all such other acts as the
successor Trustee shall reasonably request to effectuate the provisions hereof. The successor
Trustee shall have no duty to inquire into the administration of the Trust for any period prior to
its succession.



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ARTICLE XV




AMENDMENT AND TERMINATION



     15.1 Amendment. Subject to the provisions of Section 15.2, the Company at any time
and from time to time, by action of its Board of Directors, may amend this Agreement; provided,
however, that no such amendment shall change substantially the powers and duties, or liabilities of
the Trustee, without the approval of the Trustee. Any amendment to the Plan maybe executed in
counterparts, each of which so executed shall be deemed an original.



     15.2 Limitation on Amendment. The Company shall make no amendment to this Agreement
which shall result in the forfeiture or reduction of the interest of any Participant or Beneficiary
in the Nordson Stock Fund, any other Investment Fund, the ESOP Fund, or any other fund established
hereunder; provided, however, that nothing herein contained shall restrict the right to amend the
provisions hereof relating to the administration of the Plan and Trust. Moreover, no such
amendment shall be made hereunder which shall permit any part of the Trust property to revert to an
Employer or be used for or be diverted to purposes other than the exclusive benefit of the
Participants and their Beneficiaries.



     15.3 Termination. The Company reserves the right, by action of its Board of
Directors, to terminate the Plan at any time, which termination shall become effective upon notice
in writing to the Committee and to the Trustee (the effective date of such termination being
hereinafter referred to as the “termination date”). The Plan shall terminate automatically if
there shall be a complete discontinuance of contributions hereunder by the Employers. In the event
of the termination of the Plan by the Company, written notice thereof shall be given to all persons
who have a vested interest hereunder and to the Trustee. Upon any such termination of the Plan,



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the Trustee shall, subject to the provisions of Section 9.15, take the following actions for
the benefit of Participants, former Participants, and Beneficiaries:





     (a) As of the termination date, the Trustee shall value the Nordson Stock Fund, the other
Investment Funds, the ESOP Fund, the Transition Fund, and the Dividend Fund, and adjust all
Separate Accounts and Separate ESOP Accounts in the manner provided in Section 7.4 and Section
10.10, with any unallocated forfeitures or contributions being allocated on the basis of
Compensation for the Plan Year up to the termination date as otherwise provided in this
Agreement. The termination date shall become a Valuation Date for purposes of Article VII.
In determining the net worth of any Fund, the Trustee shall include as a liability of each
such Fund such amounts as in its judgment shall be necessary to pay its pro rata share of all
expenses in connection with the termination of the Trust and the liquidation and distribution
of the Trust property, as well as other expenses, whether or not accrued, and shall include as
an asset of each such Fund its pro rata share of all accrued income.




     (b) The Trustee shall then dispose of each Separate Account and Separate ESOP Account to
or for the benefit of such Participant, or Beneficiary, in accordance with the provisions of
Section 9.6.


Notwithstanding anything to the contrary contained in this Agreement, upon any such Plan
termination, the interest of each Participant and Beneficiary shall become fully vested and
nonforfeitable; and, if there is a partial termination of the Plan, the interest of each
Participant and Beneficiary who is affected by such partial termination shall become fully vested
and nonforfeitable. Moreover, no such Plan termination shall affect the continuance of
distributions from any Separate Account commenced prior to the termination date, in accordance with
the method determined prior to such date. Notwithstanding any termination of the Plan, the
Committee shall continue in existence for purposes of administration until all assets of the Trust
are completely distributed by the Trustee, at which time the Trust itself shall terminate
automatically.




     15.4 Adoption by Related Corporation. Any Related Corporation which is not an
Employer hereunder may adopt the Plan, with the consent of the Company, and become an Employer by
resolution of its Board of Directors, a certified copy of which shall be filed with the



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Company. Such resolution shall specify the effective date of such adoption. Notice of such
adoption shall be given by such Employer to its employees.




     15.5 Extension to New Business Operations. In the event that an Employer acquires or
establishes a new business operation, the Company or other such Employer, with the consent of the
Company, may extend the Plan to cover such business operation by resolution of its Board of
Directors, a certified copy of which shall be filed with the Company. Such resolution shall
specify the effective date of the extension of coverage to such business operation.



     15.6 Special Provisions Regarding Eligibility and Benefits. In the event that it is
necessary to accommodate the transition from benefit arrangements which were in effect for the
benefit of the employees of a subsidiary or other business operation prior to the adoption of the
Plan by such a Related Corporation or the extension of the Plan to such business operation, an
addendum setting forth special overriding provisions applicable to the adoption of the Plan by such
a subsidiary or to the extension of the Plan to such business operation, may be added to the Plan.
Each such addendum shall for all purposes constitute a part of the Plan and in the event of
conflict with any other provision of the Plan, shall control. Moreover, in the event that the Plan
is adopted or extended as described herein and the Company or a Related Corporation continues to
maintain the plan of a predecessor employer (a “Predecessor Plan”) as described in Section
414(a)(1) of the Code, the Service of each Participant shall be determined as if service for such
predecessor employer were service with the Company or a Related Corporation to the extent required
by Section 414(a)(1) of the Code.



     15.7 Changes in Corporate Organization. In the event that Plan coverage has been
extended to a business operation as specified in Sections 15.4 or 15.5, such business operation



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shall remain covered by the Plan notwithstanding any subsequent changes in the corporate
structure of the Company and its Related Corporations affecting such business operation.




     15.8 Participation of U.S. Citizens Employed by Foreign Subsidiaries. For all
purposes of the Plan, any individual who is a citizen of the United States and who is an employee
of a foreign subsidiary of an Employer, which foreign subsidiary is not itself an Employer, shall
be treated as an Employee of an Employer if:




     (a) there is in effect an agreement between such Employer and the District Director of
Internal Revenue, extending Social Security coverage to all United States citizens employed by
such foreign subsidiary, under Section 3121(1) of the Code, or any similar provision of law
which may hereafter be enacted, and




     (b) contributions under a funded plan of deferred compensation are not provided by any
other person with respect to the remuneration paid to such individual by the foreign
subsidiary.


Accordingly, from and after the effective date of such agreement with the District Director of
Internal Revenue, and only so long as the same remains in full force and effect, such individual’s
continuous service with the foreign subsidiary shall be deemed to constitute continuous service
with such Employer, and such individual’s compensation from the foreign subsidiary shall be deemed
to constitute compensation from such Employer.




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ARTICLE XVI




MISCELLANEOUS PROVISIONS



     16.1 No Commitment as to Employment. Nothing herein contained shall be construed as a
commitment or agreement upon the part of any Participant hereunder to continue his employment with
an Employer, and nothing herein contained shall be construed as a commitment on the part of an
Employer to continue the employment or rate of compensation of any Participant hereunder for any
period.



     16.2 Benefits. Nothing in this Agreement shall be construed to confer any right or
claim upon any person other than the parties hereto, Participants, former Participants, and
Beneficiaries.



     16.3 No Guarantees. Neither the Employers, the Committee, nor the Trustee guarantees
the Trust from loss or depreciation, nor the payment of any amount which may become due to any
person hereunder.



     16.4 Precedent. Except as otherwise specifically provided, no action taken in
accordance with this Agreement by the Company, the Committee, or the Trustee shall be construed or
relied upon as a precedent for similar action under similar circumstances.



     16.5 Duty to Furnish Information. The Company, the Committee, or the Trustee shall
furnish to any of the others any documents, reports, returns, statements, or other information that
any of the others reasonably deems necessary to perform its duties imposed hereunder or otherwise
imposed by law.



     16.6 Withholding. The Trustee shall withhold any tax which by any present or future
law is required to be withheld from any payment to any Participant, former Participant, or



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Beneficiary hereunder, unless the Company shall have notified the Trustee in writing to the
effect that an Employer has withheld such tax.




     16.7 Merger, Consolidation, or Transfer of Plan Assets. The Plan shall not be merged
or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to
another plan, unless immediately after such merger, consolidation, or transfer of assets or
liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least
equal to the benefit he would have received immediately prior to such merger, consolidation, or
transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).



     16.8 Condition on Employer Contributions. Notwithstanding anything to the contrary
contained in this Agreement, contributions made by an Employer by reason of mistake of fact may be
returned to the Employer within one year after the payment of the contribution. Furthermore, any
obligation of an Employer to make any contribution hereunder is hereby conditioned upon the
continued qualification of the Plan under Section 401(a) of the Code, the exempt status of the
Trust under Section 501(a) of the Code, and the deductibility of the contribution under Section 404
of the Code, provided that to the extent the deduction is disallowed, such contribution may be
returned to the Employer within one year after the disallowance of the deduction. Any amount
returned to an Employer by reason of this Section 16.8 shall not include earnings attributable
thereto and shall be reduced by losses attributable thereto. Except as otherwise provided in this
Section 16.8, however, in no event shall any portion of the Trust property ever revert to or
otherwise inure to the benefit of any Employer or any Related Corporation.



     16.9 Back Pay Awards. The provisions of this Section 16.9 shall apply only to an
Employee or former Employee who becomes entitled to back pay by an award or agreement of



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an Employer without regard to mitigation of damages. For all purposes of the Plan, the Service
and years of vested service of a person to whom this Section 16.9 applies for the period to which
such award or agreement relates shall include the number of years, computed to the nearest 1/12th
year, to which such award or agreement relates unless such years otherwise are included in his
Service for such period under Section 2.4 and, as applicable, in his years of vested service for
such period under Section 9.4. If a person to whom this Section 16.9 applies was or would have
become an Employee during such period, and if any such person who had not previously become a
Participant pursuant to Section 2.1 shall within 30 days of the date he receives notice of the
provisions of this Section 16.9 make an election to become a Participant in accordance with such
Section 2.1 (retroactive to any date as of which he was or has become eligible to do so), then any
Tax Deferred Contributions or Taxable Employee Contributions which he previously had not made but
which, after application of the foregoing provisions of this Section 16.9, he would have made under
the provisions of Sections 4.1 and 4.4, if such Participant so elects, shall be made out of the
proceeds of such back pay award or agreement. To the extent that any Tax Deferred Contributions
are made in accordance with the provisions of the foregoing sentence, the Employers shall make
Employer Matching Contributions for such Participant, in addition to any other Employer
Contributions which would have been allocated to such Participant under the provisions of Article
VII or Article X, as in effect during the period to which such Tax Deferred Contributions relate.
If a person to whom this Section 16.9 applies would have been eligible for an allocation as of the
last day of any prior Plan Year under Section 10.10 after application of the foregoing provisions
of this Section 16.9, but no such allocation was made to him for the prior Plan Year, the Employers
shall make an additional Employer ESOP Contribution equal to the amount that would have been so
allocated to the






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Participant under Section 10.10 for the prior Plan Year. The amounts of such Tax Deferred Contributions,
Taxable Employee Contributions, Employer Matching Contributions and Employer ESOP Contributions
shall:





     (a) be credited to such Participant’s appropriate accounts, if such person is a
Participant when the award or agreement is made or becomes a Participant as a result of the
provisions of this Section 16.9; or




     (b) if such person is a former Participant whose Settlement Date occurred under Section
9.1 before the award or agreement is made, be credited to his Separate Accounts or Separate
ESOP Accounts; moreover, if a portion of such former Participant’s Separate Accounts or
Separate ESOP Accounts was not vested and was accounted for separately under Section 9.3 as of
his Settlement Date and subsequently forfeited, the amount of additional Employer Matching
Contributions and Employer ESOP Contributions for him shall include an amount equal to the
difference, if any, between (i) the amount which would have been vested after application of
the provisions of this Section 16.9, and (ii) the amount which was vested.


Any contributions made by such Participant and by the Employer pursuant to this Section 16.9 shall
be made in accordance with, and subject to the limitations of, the applicable provisions of Article
III and IV.




     16.10 Validity of Agreement. The validity of this Agreement shall be determined and
this Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio.
The invalidity or illegality of any provision of this Agreement shall not affect the legality or
validity of any other part thereof.



     16.11 Parties Bound. This Agreement shall be binding upon the parties hereto, the
Committee, all Participants, former Participants, and Beneficiaries hereunder, and, as the case may
be, the heirs, executors, administrators, successors, and assigns of each of them.



     16.12 Profit-Sharing Plan. The Employers shall make all contributions to the Plan
without regard to current or accumulated earnings and profits for the taxable year or years ending
with or within such Plan Year. Notwithstanding the foregoing, the Plan (other than the ESOP



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Feature) shall continue to be designed to qualify as a profit-sharing plan for purposes of
Sections 401(a), 402, 412, and 417 of the Code.




     16.13 Qualified Military Service. Notwithstanding any other provision of the Plan to
the contrary, contributions, benefits, and service credit with respect to qualified military
service shall be provided in accordance with Section 414(u) of the Code. Further, contributions
made in accordance with Section 414(u) of the Code shall not be taken into account for any purpose
under Section 3.3, 3.6, 4.1, 4.2 or 7.6 either in the Plan Year in which the contributions are made
or in the Plan Year in which the qualified military service is performed. The Committee shall
notify the Trustee of any Participant with respect to whom additional contributions are made
because of qualified military service.



     16.14 Leased Employees. Any leased employee, other than an excludable leased
employee, shall be treated as an employee of the Employer for which he performs services for all
purposes of the Plan with respect to the provisions of Sections 401(a)(3), (4), (7), and (16),
408(k), 410, 411, 415, and 416 of the Code; provided, however, that no leased employee shall accrue
a benefit hereunder based on service as a leased employee except as otherwise specifically provided
in the Plan. A “leased employee” means any person who performs services for an Employer or a
Related Corporation (the “recipient”) (other than an employee of the recipient) pursuant to an
agreement between the recipient and any other person (the “leasing organization”) on a
substantially full-time basis for a period of at least one year, provided that such services are
performed under the primary direction and control of the recipient. An “excludable leased
employee” means any leased employee of the recipient who is covered by a money purchase pension
plan maintained by the leasing organization which provides for (i) a nonintegrated employer
contribution on behalf of each participant in the plan equal to at least ten



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percent of compensation, (ii) full and immediate vesting, and (iii) immediate participation by
employees of the leasing organization (other than employees who perform substantially all of their
services for the leasing organization or whose compensation from the leasing organization in each
plan year during the four-year period ending with the plan year is less than $1,000); provided,
however, that leased employees do not constitute more than 20 percent of the recipient’s nonhighly
compensated work force. For purposes of this Section 16.14, contributions or benefits provided to
a leased employee by the leasing organization that are attributable to services performed for the
recipient shall be treated as provided by the recipient.





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ARTICLE XVII




MERGER OF NORDSON CORPORATION HOURLY-RATED

EMPLOYEES’ RETIREMENT PLAN AND TRUST




     17.1 Merger of Plans. Effective March 31, 1993, the Nordson Corporation Hourly-Rated
Employees’ Retirement Plan (the “Retirement Saturday Plan”) was merged into and made a part of the
Plan, and the trust maintained in connection with the Retirement Saturday Plan was merged into and
made a part of the Trust.



     17.2 Participation. Each person who was a participant under the Retirement Saturday
Plan with respect to whom assets are transferred to the Trust pursuant to the merger described in
this Article XVII, and who was not a Participant prior to the merger, upon occurrence of the merger
described herein became (i) an Inactive Participant hereunder, if then an Employee, or (ii) a
former Participant hereunder, if no longer in the employment of the Company or a Related
Corporation.



     17.3 Retirement Saturday Fund. The Trustee shall maintain a trust fund, herein
referred to as the “Retirement Saturday Fund,” to hold and administer assets of the Trust
transferred from the “General Fund” maintained under the trust for the Retirement Saturday Plan,
until such time as such amounts are transferred to another Fund or Funds as further described in
Section 17.6. The interest of each Participant and Inactive Participant in the Retirement Saturday
Fund shall be an undivided interest.



     17.4 Separate Accounts. A Separate Account, hereinafter referred to as a “Retirement
Saturday Account,” shall be maintained in the name of each participant who prior to March 31, 1993,
had an interest in the “General Fund” under the Retirement Saturday Plan to reflect his interest in
the Retirement Saturday Fund, all in the manner described in Section 6.2. There was credited to
the Retirement Saturday Account of each such participant an amount equal to his



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separate account balances under the Retirement Saturday Plan as of March 31, 1993. There
shall also be maintained sub-accounts reflecting the portions of each Retirement Saturday Account
derived from Employer and Participant contributions, respectively. Notwithstanding any provision
of this Agreement to the contrary, unless transferred to another Fund or Funds as described in
Section 17.5, such amounts shall not be taken into consideration for purposes of subparagraph (ii)
of paragraph (c) of Section 8.2 relating to Plan loans.




     17.5 Investment Elections. Each Participant and Inactive Participant for whom is
maintained a Retirement Saturday Account may elect to have the entire balance of his Retirement
Saturday Account transferred to another Fund or Funds pursuant to an election made at the time and
in the manner described in Section 5.3; provided, however that no amounts may be transferred or
retransferred to the Retirement Saturday Fund for investment. In the event that a Participant or
Inactive Participant elects to so transfer the entire balance of his Retirement Saturday Account to
another Fund or Funds, the portion of his Retirement Saturday Account reflecting Employer
contributions shall be credited to Rollover Accounts established for him for this purpose in the
manner described in Section 6.3 and the portion attributable to his participant contributions shall
be credited to his Separate Accounts maintained to reflect his Taxable Employee Contributions, all
as appropriate to the Fund or Funds selected, and his Retirement Saturday Account shall be closed.
Thereafter, amounts credited to his Separate Accounts reflecting Taxable Employee contributions
shall be treated as being Taxable Employee contributions for purposes of Section 4.9.



     17.6 Investment Guideline. Subject to the provisions of Section 13.2 which are of
general application, in investing and reinvesting assets of the Retirement Saturday Fund, the
Trustee shall invest and reinvest all or any part of such fund under an insurance contract, or



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contracts, which provide for a guaranteed rate of return with respect to such investment or in
United States Government and corporation securities and other assets the income from which is
fixed, limited, or determinable in advance.




     17.7 Administration of Retirement Saturday Accounts and Fund. The Retirement Saturday
Fund shall be revalued as of each Valuation Date and each Retirement Saturday Account shall be
readjusted to reflect periodic valuations in the manner described in Article VII generally. The
provisions of this Agreement relating to the administration of Separate Accounts generally,
including the provisions of Article VII, and the provisions of Article IX relating to distribution
are applicable with respect to Retirement Saturday Accounts. General provisions of this Agreement
relating to operation and administration of the Trust, including Articles XIII and XV, also apply
with respect to the Retirement Saturday Fund.



     17.8 Vesting and Protected Benefits. Notwithstanding anything to the contrary
contained in this Agreement, any funds attributable to a Participant’s, Inactive Participant’s, or
former Participant’s interest in the Retirement Saturday Plan shall remain fully vested at all
times, and separate accounting shall be maintained to the extent necessary to reflect fully vested
account balances. In addition, and notwithstanding any other provision of this Agreement to the
contrary, the forms of payment and other Retirement Saturday Plan provisions in effect immediately
prior to the merger described in this Article XVII that may not be eliminated under Section
411(d)(6) of the Code shall continue to be available to persons who had an account balance under
the Retirement Saturday Plan immediately prior to the merger with respect to amounts attributable
to the Retirement Saturday Plan.



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ARTICLE XVIII




TRANSFER OF CERTAIN ASSETS AND LIABILITIES BETWEEN THE PLAN AND THE

NORDSON EMPLOYEES’ SAVINGS TRUST PLAN




     18.1 Transfer of Certain Assets and Liabilities to the Plan. Effective as of any
valuation date on which such circumstances may exist and at the direction of the Committee, the
separate account balances of any person who was a participant under the Nordson Employees’ Savings
Trust Plan (the “NEST”) and who then is a Participant (each such person being hereinafter referred
to as a “Transferee”) shall be transferred to the Plan and assets equal in amount to such account
balances shall be transferred from the trust for the NEST to the Trust, thereafter to be held,
administered, and disposed of by the Trustee under the terms, provisions, and conditions of this
Agreement. Such separate account balances shall, subject to the provisions of Section 18.2, be
added to and accounted for with the Separate Accounts of the Participant under the Plan having the
same characteristics as such separate accounts when held under the NEST.



     18.2 Protected Benefits. Notwithstanding any other provision of this Agreement to the
contrary, any form of payment and other provisions in effect immediately prior to the transfer of
assets and liabilities described in this Article XVIII that may not be eliminated under Section
411(d)(6) of the Code shall continue to be available to Transferees with respect to amounts
attributable to the NEST.



     18.3 Transfer of Certain Assets and Liabilities to the NEST. Effective as of any
valuation date on which such circumstances may exist and at the direction of the Committee, the
Separate Account balances of any person who was an Employee and a Participant under the Plan and
who then is a participant under the NEST (each such person being hereinafter referred to as a
“Transferred”) shall be transferred to the NEST and assets equal in amount to such account



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balances shall be transferred from the Trust to the trust for the NEST, thereafter to be held,
administered, and disposed of in accordance with the provisions of the NEST and its related trust,
provided, however, that the NEST contains provisions comparable to those set forth in Section 18.2.




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ARTICLE XIX




EFFECTIVE DATE




     19.1 Effective Date of Amendment and Restatement. This amendment and restatement is
effective as of January 1, 2006, provided, however that unless otherwise specifically provided by
the terms of the Plan, this amendment and restatement is effective with respect to each change made
to satisfy the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
(“EGTRRA”) and any other change in the Code or ERISA, or regulations, rulings, or other published
guidance issued under the Code or ERISA, on the first day of the first period (which may or may not
be the first day of a Plan Year) with respect to which such change became required because of such
provision. Notwithstanding the foregoing, distributions may be made to Participants who have
satisfied the requirements of Section 9.1(a) after December 31, 2001 regardless of when the
termination of employment occurred and the effective date of the spin-off of the ESOP Feature of
the Plan is December 31, 2006.



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*                      *                      *




     IN WITNESS WHEREOF, the parties hereto, each by its duly authorized officers, have caused this
Agreement to be executed as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	NEW YORK LIFE TRUST COMPANY	 	 	 	NORDSON CORPORATION
	Trustee	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Mary Ann Aull
 

	 	 
	 	By
	 	/s/ Beverly J. Coen
 

	 	 	 	 	 	 
	 

	 	Name: Mary Ann Aull
	 	 	 	 	 	Name: Beverly J. Coen	 	 	 	 	 	 
	 

	 	Title: Vice President
	 	 	 	 	 	Title: Assistant Controller	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	And
	 	/s/ Robert E. Veillette	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Robert E. Veillette	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title: Secretary	 	 	 	 	 	 








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ADDENDUM RE: MINIMUM DISTRIBUTION REQUIREMENTS.

Section 1. General Rules




1.1. Effective Date. Unless an earlier effective date is specified in the adoption
agreement, the provisions of this Addendum will apply for purposes of determining required minimum
distributions for calendar years beginning with the 2003 calendar year.




1.2. Coordination with Minimum Distribution Requirements Previously in Effect. If the
adoption agreement specifies an effective date of this Addendum that is earlier than calendar years
beginning with the 2003 calendar year, required minimum distributions for 2002 under this Addendum
will be determined as follows. If the total amount of 2002 required minimum distributions under the
Plan made to the distributee prior to the effective date of this Addendum equals or exceeds the
required minimum distributions determined under this Addendum, then no additional distributions
will be required to be made for 2002 on or after such date to the distributee. If the total amount
of 2002 required minimum distributions under the Plan made to the distributee prior to the
effective date of this Addendum is less than the amount determined under this Addendum, then
required minimum distributions for 2002 on and after such date will be determined so that the total
amount of required minimum distributions for 2002 made to the distributee will be the amount
determined under this Addendum.




1.3. Precedence. The requirements of this Addendum will take precedence over any
inconsistent provisions of the Plan.




1.4. Requirements of Treasury Regulations Incorporated. All distributions required under
this Addendum will be determined and made in accordance with the Treasury regulations under Section
401(a)(9) of the Internal Revenue Code.




1.5. TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this
Addendum, distributions may be made under a designation made before January 1, 1984, in accordance
with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions
of the Plan that relate to Section 242(b)(2) of TEFRA.




Section 2. Time and Manner of Distribution.




2.1. Required Beginning Date. The Participant’s entire interest will be distributed, or
begin to be distributed, to the Participant no later than the Participant’s required beginning
date.




2.2. Death of Participant Before Distributions Begin. If the Participant dies before
distributions begin, the Participant’s entire interest will be distributed, or begin to be
distributed, no later than as follows:





	 	(a)	 	If the Participant’s surviving spouse is the Participant’s sole designated
beneficiary, then, except as provided in the adoption agreement, distributions to the
surviving spouse will begin by December 31 of the calendar year immediately following
the calendar year in which the Participant died, or by December 31 of the calendar year
in which the Participant would have attained age 701/2, if later.




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	 	(b)	 	If the Participant’s surviving spouse is not the Participant’s sole designated
beneficiary, then, except as provided in the adoption agreement, distributions to the
designated beneficiary will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died.
	 
	 	(c)	 	If there is no designated beneficiary as of September 30 of the year following
the year of the Participant’s death, the Participant’s entire interest will be
distributed by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.
	 
	 	(d)	 	If the Participant’s surviving spouse is the Participant’s sole designated
beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this Section 2.2, other than Section
2.2(a), will apply as if the surviving spouse were the Participant.





For purposes of this Section 2.2 and Section 4, unless Section 2.2(d) applies, distributions are
considered to begin on the Participant’s required beginning date. If Section 2.2(d) applies,
distributions are considered to begin on the date distributions are required to begin to the
surviving spouse under Section 2.2(a). If distributions under an annuity purchased from an
insurance company irrevocably commence to the Participant before the Participant’s required
beginning date (or to the Participant’s surviving spouse before the date distributions are required
to begin to the surviving spouse under Section 2.2(a)), the date distributions are considered to
begin is the date distributions actually commence.




2.3. Forms of Distribution. Unless the Participant’s interest is distributed in the form
of an annuity purchased from an insurance company or in a single sum on or before the required
beginning date, as of the first distribution calendar year distributions will be made in accordance
with Sections 3 and 4 of this Addendum. If the Participant’s interest is distributed in the form of
an annuity purchased from an insurance company, distributions thereunder will be made in accordance
with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.




Section 3. Required Minimum Distributions During Participant’s Lifetime.




3.1. Amount of Required Minimum Distribution For Each Distribution Calendar Year. During
the Participant’s lifetime, the minimum amount that will be distributed for each distribution
calendar year is the lesser of:





	 	(a)	 	the quotient obtained by dividing the Participant’s account balance by the
distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of
the Treasury regulations, using the Participant’s age as of the Participant’s birthday
in the distribution calendar year; or
	 
	 	(b)	 	if the Participant’s sole designated beneficiary for the distribution calendar
year is the Participant’s spouse, the quotient obtained by dividing the Participant’s
account balance by the number in the Joint and Last Survivor Table set forth in Section
1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s
attained ages as of the Participant’s and spouse’s birthdays in the distribution
calendar year.




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3.2. Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death.
Required minimum distributions will be determined under this Section 3 beginning with the first
distribution calendar year and up to and including the distribution calendar year that includes the
Participant’s date of death.




Section 4. Required Minimum Distributions After Participant’s Death.




4.1. Death On or After Date Distributions Begin.





	 	(a)	 	Participant Survived by Designated Beneficiary. If the Participant
dies on or after the date distributions begin and there is a designated beneficiary,
the minimum amount that will be distributed for each distribution calendar year after
the year of the Participant’s death is the quotient obtained by dividing the
Participant’s account balance by the longer of the remaining life expectancy of the
Participant or the remaining life expectancy of the Participant’s designated
beneficiary, determined as follows:






	 	(1)	 	The Participant’s remaining life expectancy is calculated using
the age of the Participant in the year of death, reduced by one for each
subsequent year.
	 
	 	(2)	 	If the Participant’s surviving spouse is the Participant’s sole
designated beneficiary, the remaining life expectancy of the surviving spouse
is calculated for each distribution calendar year after the year of the
Participant’s death using the surviving spouse’s age as of the spouse’s
birthday in that year. For distribution calendar years after the year of the
surviving spouse’s death, the remaining life expectancy of the surviving spouse
is calculated using the age of the surviving spouse as of the spouse’s birthday
in the calendar year of the spouse’s death, reduced by one for each subsequent
calendar year.
	 
	 	(3)	 	If the Participant’s surviving spouse is not the Participant’s
sole designated beneficiary, the designated beneficiary’s remaining life
expectancy is calculated using the age of the beneficiary in the year following
the year of the Participant’s death, reduced by one for each subsequent year.






	 	(b)	 	No Designated Beneficiary. If the Participant dies on or after the
date distributions begin and there is no designated beneficiary as of September 30 of
the year after the year of the Participant’s death, the minimum amount that will be
distributed for each distribution calendar year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s account balance by the
Participant’s remaining life expectancy calculated using the age of the Participant in
the year of death, reduced by one for each subsequent year.





4.2. Death Before Date Distributions Begin.





	 	(a)	 	Participant Survived by Designated Beneficiary. Except as provided in
the adoption agreement, if the Participant dies before the date distributions begin and
there is a designated beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant’s death is the quotient





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	 	 	 	obtained by dividing the Participant’s account balance by the remaining life expectancy
of the Participant’s designated beneficiary, determined as provided in Section 4.1.






	 	(b)	 	No Designated Beneficiary. If the Participant dies before the date
distributions begin and there is no designated beneficiary as of September 30 of the
year following the year of the Participant’s death, distribution of the Participant’s
entire interest will be completed by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death.
	 
	 	(c)	 	Death of Surviving Spouse Before Distributions to Surviving Spouse Are
Required to Begin. If the Participant dies before the date distributions begin,
the Participant’s surviving spouse is the Participant’s sole designated beneficiary,
and the surviving spouse dies before distributions are required to begin to the
surviving spouse under Section 2.2(a), this Section 4.2 will apply as if the surviving
spouse were the Participant.





Section 5. Definitions.




5.1. Designated beneficiary. The individual who is designated as the beneficiary under
Article XII of the Plan and is the designated beneficiary under Section 401(a)(9) of the Internal
Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.




5.2. Distribution calendar year. A calendar year for which a minimum distribution is
required. For distributions beginning before the Participant’s death, the first distribution
calendar year is the calendar year immediately preceding the calendar year which contains the
Participant’s required beginning date. For distributions beginning after the Participant’s death,
the first distribution calendar year is the calendar year in which distributions are required to
begin under Section 2.2. The required minimum distribution for the Participant’s first distribution
calendar year will be made on or before the Participant’s required beginning date. The required
minimum distribution for other distribution calendar years, including the required minimum
distribution for the distribution calendar year in which the Participant’s required beginning date
occurs, will be made on or before December 31 of that distribution calendar year.




5.3. Life expectancy. Life expectancy as computed by use of the Single Life Table in
Section 1.401(a)(9)-9 of the Treasury regulations.




5.4. Participant’s account balance. The account balance as of the last valuation date in
the calendar year immediately preceding the distribution calendar year (valuation calendar year)
increased by the amount of any contributions made and allocated or forfeitures allocated to the
account balance as of dates in the valuation calendar year after the valuation date and decreased
by distributions made in the valuation calendar year after the valuation date. The account balance
for the valuation calendar year includes any amounts rolled over or transferred to the Plan either
in the valuation calendar year or in the distribution calendar year if distributed or transferred
in the valuation calendar year.




5.5 Required beginning date. The date specified in Section 9.7 of the Plan.




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ADOPTION AGREEMENT




(Check and complete Section 1 below if any required minimum distributions for the 2002
distribution calendar year were made in accordance with the § 401(a)(9) Final and
Temporary Regulations.)




Section 1. Effective Date of Plan Amendment for Section 401(a)(9) Final and Temporary Treasury
Regulations.




o Minimum Distribution Requirements, applies for purposes of determining required minimum
distributions for distribution calendar years beginning with the 2003 calendar year, as well as
required minimum distributions for the 2002 distribution calendar year that are made on or after
___.




(Check and complete any of the remaining Sections if you wish to modify the rules in Sections 2.2 and 4.2 of this Addendum to the Plan.)




Section 2. Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries.




þ If the Participant dies before distributions begin and there is a designated
beneficiary, distribution to the designated beneficiary is not required to begin by the date
specified in Section 2.2 of this Addendum to the Plan, but the Participant’s entire interest will
be distributed to the designated beneficiary by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the
Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but
before distributions to either the Participant or the surviving spouse begin, this election will
apply as if the surviving spouse were the Participant.




This election will apply to:




o All distributions.




þ The following distributions: All distributions, unless distribution is to be
made over the lifetime of the designated beneficiary or over a period certain no greater than the
life expectancy of the designated beneficiary.




Section 3. Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.




o Participants or beneficiaries may elect on an individual basis whether the 5-year rule or the
life expectancy rule in Sections 2.2 and 4.2 of this Addendum to the Plan applies to distributions
after the death of a Participant who has a designated beneficiary. The election must be made no
later than the earlier of September 30 of the calendar year in which distribution would be required
to begin under Section 2.2 of this Addendum to the Plan, or by September 30 of the calendar year
which contains the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s)
death. If neither the Participant nor beneficiary makes an election under this paragraph,
distributions will be made in accordance with Sections 2.2 and 4.2 of this Addendum to the Plan
and, if applicable, the elections in Section 2 above.




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Section 4. Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule
to Elect Life Expectancy Distributions.




o A designated beneficiary who is receiving payments under the 5-year rule may make a new
election to receive payments under the life expectancy rule until December 31, 2003, provided that
all amounts that would have been required to be distributed under the life expectancy rule for all
distribution calendar years before 2004 are distributed by the earlier of December 31, 2003 or the
end of the 5-year period.





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