TRUST AGREEMENT
THIS TRUST AGREEMENT is made this __ day of
__________________, 1996, between Pentair, Inc., a
Minnesota corporation, (the "Company") and State Street
Bank and Trust Company, a Massachusetts trust company,
having its principal office at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Trustee").
WITNESSETH:
WHEREAS, the Company has adopted the amended and
restated Pentair, Inc. Non-Qualified Deferred Compensation
Plan (the "Plan") effective as of January 1, 1996 for the
purpose of providing benefits to a select group of
management and highly compensated employees of the Company
and members of its controlled group (the "Participating
Employers"); and
WHEREAS, the Company and Participating Employers
expect to incur liability for benefits earned under the
Plan by eligible participants; and
WHEREAS, the Company wishes to establish a grantor
trust to provide a source of funds to assist it and the
Participating Employers in meeting their anticipated
liabilities under the Plan; and
WHEREAS, except as otherwise provided in the event
of a change in control, the assets of said trust shall be
held for the benefit of the Company and Participating
Employers and subject to the claims of their respective
general creditors in the event of bankruptcy or
insolvency; and
WHEREAS, the parties intend this trust and the Plan
shall constitute an unfunded arrangement which shall not
affect the status of the Plan as a nonqualified, unfunded
plan maintained for the purpose of providing deferred
compensation for a select group of management or highly
compensated employees of the Company and Participating
Employers; and
WHEREAS, the Trustee is willing to serve as trustee
of the trust herein created pursuant to the terms of this
Trust Agreement;
NOW, THEREFORE, in consideration of the foregoing
premises and of the mutual covenants herein contained, the
parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Incorporation by Reference. Unless the
context requires otherwise, when capitalized terms are
used herein and such terms are defined under the Plan,
then such terms shall have the same meaning hereunder as
given to them under the Plan.
Section 1.2 Other Definitions. Unless the context
requires otherwise, when capitalized the terms listed
below shall have the following meaning when used herein:
(1) "Trust Agreement" is this document as in
effect on the date first above written, and
as amended thereafter.
(2) "Trust Fund" is the assets of the Plan held
under the Trust Agreement.
ARTICLE II
ESTABLISHMENT OF TRUST
Section 2.1 General. The Company, as grantor,
hereby establishes an irrevocable grantor trust, within
the meaning of subpart E, part I, subchapter J, chapter I,
subtitle A of the Code, to be known as the Pentair, Inc.
Deferred Compensation Trust (the "Trust"). The Trust
shall consist solely of such sums of money and other
property as may from time to time be paid or delivered to
the Trustee by the Company and Participating Employers,
together with the earnings or losses from investing such
contributions (the "Trust Fund").
Section 2.2 Unfunded Trust. The Trust does not,
and is not intended to, fund the Plan, but is a depository
arrangement established with the Trustee for purposes of
setting aside assets to meet part or all of the future
obligations of the Company and Participating Employers to
Participants and Beneficiaries under the Plan.
Establishment of this Trust shall not relieve the Company
and Participating Employers of the liability for payment
of benefits to Participants and Beneficiaries, as the
case may be, pursuant to the terms and provisions of the
Plan; provided, however, payments to a Participant or
Beneficiary from the Trust shall, to the extent thereof,
discharge the Company and Participating Employers from
their obligations under the Plan.
The amounts to be contributed to the Trust Fund
shall be determined in the sole discretion of the
Committee. Neither the Trustee nor any Participant or
Beneficiary shall have any right to compel the Company or
Participating Employers to make contributions to the Trust
Fund.
Section 2.3 Management of Assets. The Committee
shall direct the Trustee in the investment of the assets
of the Trust Fund and select the Investment Funds which
shall be made available to Participants for purposes of
selecting deemed investments. The Committee may also
appoint one or more investment managers to manage and
invest any portion of the Trust Fund. The Committee shall
give prompt written notice to the Trustee of the
Investments Funds which shall be used for purposes of
adjusting Participant Accounts, and of the appointment or
the termination of the appointment of any investment
manager and the Trust Fund assets to be allocated to an
investment manager. Prior to a change in control, the
Trustee shall not be responsible for the selection of
Investment Funds or for the acts or omissions of any duly
appointed investment manager and shall have no obligation
to evaluate the performance of any Investment Fund or
investment manager. The Committee shall have the right at
any time, and from time to time in its sole discretion, to
substitute assets of equal fair market value for any asset
held by the Trust.
Section 2.4 Rights of Participants. Except as
other provided in the event of a change in control, the
Trust Fund shall be held for the benefit of the Company
and Participating Employers and used to offset the
unfunded liabilities expected to be incurred by them under
the Plan. Neither Participants nor Beneficiaries shall
have any preferred claim on or any beneficial ownership
interest in the Trust Fund or any specific asset held by
the Trust Fund. Participants and Beneficiaries shall have
only unsecured, contractual rights against their Employer.
The share of the Trust Fund allocable to each Employer
shall remain subject to the claims of general creditors of
such Employer in the event of its bankruptcy or
insolvency.
ARTICLE III
CHANGE IN CONTROL
Section 3.1 Required Deposits. As soon as
administratively feasible, and not later than ten (10)
days after the occurrence of an unfriendly change in
control, as that term is defined in Section 10.2 of the
Plan, the Company and Participating Employers shall be
required to irrevocably fund the Trust and deposit with
the Trustee cash or other property in such amount as the
Committee, in its sole discretion, shall determine is
sufficient to pay to each Participant or Beneficiary, as
the case may be, all benefits they would be entitled to
receive pursuant to the terms of the Plan as of the
effective date of the change in control, together with
such amounts as may be necessary to pay any applicable
federal, state and local payroll and withholding taxes
which will become payable by Participants or Beneficiaries
by reason of the irrevocable funding of the Trust. Except
for the occurrence of an unfriendly change in control, the
Company and Participating Employers shall have no
obligation to deposit funds with the Trustee. The Trustee
may require the Committee to furnish such evidence as will
permit the Trustee to verify a change in control has
occurred. In determining whether a change in control has
occurred, the Trustee shall be entitled to rely on such
evidence as is furnished to it by the Committee.
Section 3.2 Participant Accounts Following Change
in Control. (a) Record Keeping. Upon the occurrence of
a change in control, the Trustee shall maintain all Trust
Fund records, including individual Participant Accounts
and such other records as are necessary. The Trustee
shall, consistent with the terms of the Plan and Trust,
value the Trust Fund and adjust individual Accounts to
reflect earnings or losses and benefit payments since the
preceding Valuation Date. The Trustee shall issue to each
Participant or Beneficiary a statement of Account value
after the end of each calendar quarter.
(b) Investment. Upon the occurrence of an
unfriendly change in control, the Trustee shall have the
power to take all such actions as may be necessary to
terminate and wind up the affairs of the Trust and to pay
benefits to Participants and Beneficiaries consistent with
the provisions of the Plan. Until such time as all
benefits under the Plan are paid, the Trustee shall be
responsible for the management and investment of the Trust
Fund consistent with the terms of this Trust Agreement.
(c) Distributions. Upon the occurrence of an
unfriendly change in control, the Trustee shall assume the
obligation to make distributions from Participant Accounts
in accordance with the provisions of the Plan. The
Trustee shall also provide for the reporting and
withholding of any federal, state or local taxes which
become payable as a result of the irrevocable funding of
the Trust or the distribution of benefits to Participants
or Beneficiaries and the payment of such amounts as are
withheld to the appropriate taxing authority. All
benefits payable to a Participant or Beneficiary shall be
paid only to the extent of the amounts credited to such
individual's Accounts.
Section 3.3 Effect on Trustees. Upon the
occurrence of an unfriendly change in control, the
Committee shall no longer have any authority to remove the
Trustee or appoint a successor trustee. The Trustee may
be removed, and a successor trustee appointed, only with
the written consent of the Participants and Beneficiaries
whose Accounts contain at least a majority of all assets
then held in the Trust Fund. The removal of the Trustee
or appointment of a successor trustee shall, however,
remain subject to the same procedures as are described in
Article VII.
ARTICLE IV
PARTICIPANT ACCOUNTS
Section 4.1 Maintaining Accounts. The Committee
shall maintain and provide to the Trustee a separate
record of the Accounts for each Participant and a separate
record of the Accounts attributable to participation by
Employees of each Participating Employer. Each
Participant shall select the Investment Funds into which
deposits and Employer Contributions shall be deemed
invested for purposes of allocating earnings to said
Accounts; provided, however, neither the Company nor the
Trustee shall be obligated to actually purchase any
Investment Fund designated by a Participant for such
purpose. The Trustee shall, however, purchase and hold
shares in any Investment Fund as the Committee may direct.
To the extent the Investment Fund designated by a
Participant, whether at participation or upon reallocation
of Accounts among available Investment Funds, cannot be
purchased by the Trustee (e.g. shares of the Company's
common stock) the Trustee shall return to the Company and
Participating Employers cash in an amount equal to the
fair market value of such investment designation.
Section 4.2 Valuing Accounts. The Trust Fund shall
be valued by the Trustee as of the last business day of
each calendar month by reference to the value of the
Investment Funds actually held in the Trust, and the
Accounts of each Participant shall, as applicable, be
adjusted by the Committee to reflect contributions,
payments, income, expenses, appreciation and depreciation
since the preceding valuation date. For purposes of
valuing Participant Accounts and activity, Investment
Funds shall be valued using the month end RSIP Plus
valuation date for which Investment Funds are valued.
Each Participant shall receive a statement of total
Account value which reflects the market value of all
Investment Funds designated by the Participant, regardless
of whether held by the Trust, after the end of each
calendar quarter.
Section 4.3 Distributions from Accounts. The Trust
property shall be used to pay benefits credited to
Participants and their Beneficiaries pursuant to the
provisions of the Plan and the irrevocable distribution
elections made by Participants upon their election to
participate in the Plan. The Committee shall direct the
Trustee with respect to the amounts payable to any
Participant or Beneficiary and the time of commencement
and form in which such benefits shall be paid. Except as
otherwise provided in the event of a change in control,
the Trustee shall make payments to the Participants solely
in accordance with the instructions of the Committee.
After all such payments to Participants and Beneficiaries
have been completed, any remaining assets of the Trust
Fund shall be allocated among and distributed to the
Company and the Participating Employers. In the event the
Trust Fund is insufficient to pay benefits as and when due
in accordance with the provisions of the Plan, the Company
and Participating Employers shall make the balance of any
such payments directly to the Participant or Beneficiary.
ARTICLE V
INSOLVENCY
Section 5.1 General. If the Company or a
Participating Employer is insolvent, the Trustee shall
cease payment of benefits to Participants and
Beneficiaries attributable to employment with the affected
Employer and hold the portion of the Trust Fund allocable
to the Accounts of such individuals for the benefit of the
Employer's general creditors. For this purpose, an
Employer shall be considered insolvent if it is unable to
pay its debts as they become due, or if it is subject to
a pending proceeding as a debtor under the United States
Bankruptcy Code. The Committee shall inform the Trustee
in writing of the insolvency of any Employer. Unless the
Trustee has actual knowledge of an Employer's insolvency
or has received notice of such insolvency from the
Committee or a person claiming to be a creditor of the
Employer, the Trustee shall have no duty to inquire as to
an Employer's solvency. The Trustee may rely on such
evidence of insolvency as provides it with a reasonable
basis for making a determination concerning an Employer's
insolvency.
Section 5.2 Resumption of Payments. The Trustee
shall resume payment of benefits to the affected
Participants and Beneficiaries under the Plan only after
it has either determined the Employer is no longer
insolvent, or received permission from a court of
competent jurisdiction to resume such payments. If there
are sufficient assets in the Trust Fund allocable to such
Employer and to the Accounts of the affected Participants
and Beneficiaries at the time the Trustee resumes payment
of benefits, the first such payment shall include the
aggregate amount of all payments due to Participants and
Beneficiaries for the period during which benefit payments
were suspended, less the aggregate amount of any payments
made directly by the Company and Participating Employers
during such suspension of benefits.
Section 5.3 Participants as Creditors. Nothing
contained in the Plan or Trust shall diminish the rights
of Participants and Beneficiaries to pursue their rights
as general creditors of an insolvent Employer with respect
to benefits due under the Plan.
ARTICLE VI
TRUSTEE POWERS AND DUTIES
Section 6.1 General. Absent a change in control,
the Trustee shall hold, manage, invest, distribute and
otherwise administer the Trust Fund in accordance with the
terms of the Plan and Trust Agreement and subject to the
specific direction of the Committee. The Trustee shall be
responsible only for contributions actually received by
it. Except as otherwise provided in the event of a change
in control, the Trustee shall have no duty or
responsibility with respect to the investment of the Trust
Fund, administration of the Trust, maintenance of
Participant Accounts, and distributions from the Trust
Fund, other than to follow the specific direction of the
Committee.
Section 6.2 Trustee Standard of Care. The Trustee
shall act with the care skill, prudence and diligence
under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of like
character and with like aims. The Trustee shall not,
however, incur liability to any person for any action
taken pursuant to a direction, request or approval given
by the Committee which is in conformity with the
provisions of the Plan or Trust.
Section 6.3 Trustee Powers. To the extent
consistent with the specific direction of the Committee,
the Trustee is authorized, in its discretion, with respect
to any property at any time held or acquired by the
Trustee (including accumulated income), and without
authorization by any Court:
(a) to collect, receive and receipt for any
principal or income;
(b) to invest at State Street Bank and Trust
Company (i) in any type of interest bearing
investment (including but not limited to
savings accounts, money market accounts,
certificates of deposit and repurchase
agreements) and (ii) in non-interest bearing
accounts (including but not limited to
checking accounts) and (iii) in common or
collective investment funds managed by the
Trustee;
(c) to vote in person or by proxy, or to refrain
from voting, in respect of any securities held by
the Trust Fund, and to exercise any conversion privileges,
subscription rights or other options; to oppose
or consent to reorganizations, recapitalizations,
consolidations, mergers and similar transactions with
respect to such securities;
(d) to retain any asset for any period or
periods of time, to sell or otherwise dispose
of the same at any time, in any manner, for
cash or credit, and upon any terms and
conditions, and to hold all or any part
uninvested for any period or periods of time;
(e) to consent to the modification, renewal, or
extension of any note, whether or not
secured, or any bond or mortgage, or of any
term, provision or guarantee thereof, or to
the release of such guarantee; to refrain
from instituting suits or actions against
such obligors for deficiencies;
(f) to exercise or dispose of any or all options,
privileges, or rights, whether to vote, by
discretionary proxy or otherwise, or to
assent, subscribe or convert, or of any other
nature; to become a part to, or deposit
securities or other property under, or accept
securities issued under, any voting trust
agreement;
(g) to assent to or participate in any
reorganization, readjustment,
recapitalization, consolidation, merger,
contract or other action or proceeding by any
corporation; to deposit securities or other
property under, or become a party to, any
agreement or plan for any such action or
proceeding or for the protection of holders
of securities; to subscribe to new securities
issued pursuant to any such action or
proceeding; to pay any assessments or other
expenses in connection with any of the
foregoing;
(h) upon advice of independent legal counsel, to
adjust, compromise and settle or refer to
arbitration any claim in favor of or against
the Trust created by this Trust Agreement,
and to institute, prosecute or defend any
legal proceedings;
(i) to employ and to pay the compensation of any
custodians and counsel, legal or investment,
and to delegate discretionary powers to, and
rely upon information or advice furnished by,
such custodians or counsel;
(j) to hold property in its name as Trustee or,
to the extent permitted by law, in its name
without designation of any fiduciary capacity
or in the name of a nominee or unregistered
or in such form as will pass by delivery;
(k) generally, to exercise all such rights and
powers, and to do all such acts, and to enter
into all such agreements, as persons owning
similar property in their own right might
lawfully exercise, do or enter into.
Section 6.4 Trustee Records and Accounts. The
Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other
transactions hereunder, and all accounts, books and
records relating thereto shall be open to inspections and
audit at all reasonable times by the Committee or its
delegate. Within ninety (90) days following the close of
each fiscal year of the Trust (which shall be the calendar
year), and within ninety (90) days after the removal or
resignation of the Trustee pursuant to the provisions of
Article VII, the Trustee shall provide the Committee an
accounting of the investments, receipts, disbursements and
other transactions effected by the Trustee or reported to
it by such investment managers as may be appointed
hereunder during the preceding fiscal year or during the
period from the close of the last such fiscal year to the
date of such removal or resignation. Upon the expiration
date of ninety (90) days from the date of filing such
annual or other accounting, the Trustee shall be forever
released and discharged from all liability and
accountability to anyone with respect to the propriety of
all acts and transactions reflected in such accounting,
except with respect to any such acts or transactions as to
which the Committee shall object within such ninety (90)
day period.
The Trustee shall from time to time make such other
reports and furnish such other information concerning the
Trust Fund as the Committee may reasonably request or as
may be required by the Plan.
Section 6.5 Settlement of Accounts.
Notwithstanding the provisions of Section 6.4, the Trustee
shall have the right to apply to a court of competent
jurisdiction for the settlement of its accounts. Any
judgment or decree which may be entered in such a
proceeding shall be conclusive as to all persons having or
claiming to have an interest in the Trust Fund or under
the Plan.
ARTICLE VII
RESIGNATION OR REMOVAL OF TRUSTEES
Section 7.1 General. The Trustee may resign at any
time by delivering thirty (30) days written notice thereof
to the Committee, unless such notice period is waived in
whole or in part by the Committee. The Trustee may be
removed at any time by the Committee delivering to the
Trustee notice of removal in writing. Such removal shall
be effective on the date specified in the notice.
Section 7.2 Successor Trustee. Upon the
resignation or removal of the Trustee, a successor trustee
shall be appointed by the Committee. The Trustee shall
continue to serve, and receive compensation and
reimbursement of its expenses, until a successor accepts
the Trust and receives delivery of the Trust Fund. Any
successor trustee must be a commercial bank or trust
company which is not affiliated with the Company or a
Participating Employer and is established under the laws
of the United States or a State within the United States.
A successor trustee shall have all the rights, powers and
duties granted the Trustee hereunder. Upon the
resignation or removal of the Trustee, the appointment of
a successor trustee, and after the acceptance and approval
of its final accounting, the Trustee shall transfer the
Trust Fund to such successor.
ARTICLE VIII
TAX MATTERS
Section 8.1 Tax Consequences to Grantor. As this
Trust is a grantor trust, within the meaning of Code
section 671, et. seq., all taxable Trust Fund income,
expense, gain or loss is attributable to the Company and
Participating Employers, as applicable, for income tax
purposes. To the extent required by law, the Trustee
shall furnish the Company and Participating Employers with
such informational returns as may be required for federal
or state tax purposes.
Section 8.2 Withholding. The Trustee shall verify
that the Company and Participating Employers have provided
for the reporting and withholding of any federal, state or
local taxes as may be required to be withheld from
payments to Participants and Beneficiaries, and the
payments of the amounts so withheld to the appropriate
taxing authority and, if it determines such provisions
have not been made, the Trustee shall report and withhold
all such taxes and shall pay the amounts so withheld to
the appropriate taxing authority.
ARTICLE IX
AMENDMENT AND TERMINATION OF TRUST
Section 9.1 Amendment of Trust. This Trust
Agreement may be amended, in whole or in part, at any time
by the Company, pursuant to a resolution of the
Compensation Committee of the Board of Directors; provided
no such amendment shall conflict with the terms of the
Plan or make the Trust revocable after it has become an
irrevocable funded trust. No amendment shall increase the
duties and responsibilities of the Trustee without the
Trustee's written consent. After a change in control no
amendment to the Trust Agreement shall be allowed.
Section 9.2 Termination of Trust. This Trust
Agreement shall terminate upon the earlier of (i) an
unfriendly change in control (as that term is defined in
Plan Section 10.2), (ii) the exhaustion of the Fund, or
(iii) the satisfaction of all liabilities of the Company
and Participating Employers under the Plan, unless such
Plan and Trust are earlier terminated by the Company.
Upon the termination of the Trust, and the Trustee shall
follow the direction of the Committee with respect to the
liquidation of the Trust Fund and the payment of the Trust
Fund to Participants and Beneficiaries. After all benefit
liabilities under the Plan have been satisfied, the
Trustee shall, as soon as reasonably possible, wind-up the
affairs of the Trust and pay any amounts remaining in the
Trust Fund to the Company and Participating Employers. If
the Trust is terminated due to a change in control,
however, the provisions of Section 3.2 shall apply.
Section 9.3 Liquidation of Trust. Upon termination
of the Trust the Trustee shall, after the acceptance and
approval of its final accounting, distribute the remaining
Trust Fund assets, if any, to the Company and
Participating Employers. Upon completing such
distribution, the Trustee shall be relieved and discharged
of all liabilities and obligations hereunder. The powers
of the Trustee shall continue as long as any part of the
Trust Fund remains in its possession.
ARTICLE X
MISCELLANEOUS
Section 10.1 Nonalienability. No disposition,
charge or encumbrance on the income or principal of the
Trust Fund, or any part thereof, by any Participant or
Beneficiary by way of anticipation shall be valid or in
any way binding upon the Trustee, and no Participant or
Beneficiary shall have any right to assign, transfer,
encumber or otherwise dispose of such income or principal,
or any part thereof, until the same shall be paid to such
individual by the Trustee, and no income or principal or
any part thereof shall in any way be liable to any claim
of any creditor of any such person.
Section 10.2 Non-ERISA Plans. The Plan is an
unfunded deferred compensation arrangement for a select
group of highly compensated and management employees and
as such is exempt from the application of ERISA, except
for the applicable limited disclosure requirements. The
Plan and Trust are not, and are not intended to be,
qualified under Code sections 401(a) and 501(a),
respectively, and are not subject to any of the Code
requirements applicable to a tax-qualified plan or trust.
Section 10.3 Trustee Compensation and
Expenses. The Trustee shall be paid compensation by the
Company and Participating Employers in accordance with the
Trustee's usual and customary fees, together with its
out-of-pocket expenses, unless otherwise agreed in writing by
the Committee and the Trustee.
The Company and Participating Employers shall
reimburse the Trustee for reasonable expenses incurred in
the management and administration of the Trust Fund
including reasonable expenses of counsel, custodians and
other agents employed by the Trustee. Such expenses and
compensation shall be a charge on the Trust Fund and shall
constitute a lien on the Trust Fund in favor of the
Trustee unless and until paid by the Company.
Section 10.4 Indemnification. The Company and
Participating Employers agree to indemnify and hold
harmless the Trustee from and against any losses, costs,
damages, claims or expenses, including without limitation
reasonable attorneys' fees, which the Trustee may incur in
connection with, or otherwise arising out of, the
performance by the Trustee of its duties hereunder in
accordance with the direction of the Committee, unless
such loss, cost, damage, claim or expense arises due to
the Trustee's gross negligence or willful misconduct.
Section 10.5 Governing Law. This Agreement
shall be construed and interpreted under, and the Trust
hereby created shall be governed by, the substantive laws
of the Commonwealth of Massachusetts.
Section 10.6 Gender. Neither the gender nor
the number (singular or plural) of any word shall be
construed to exclude another gender or number when a
different gender or number would be appropriate.
Section 10.7 Successors and Assigns. This
Trust Agreement shall be binding upon and inure to the
benefit of any successor to the Company as the result of
merger, consolidation, reorganization, or otherwise, and
any such successor shall promptly notify the Trustee in
writing of its successorship and furnish the Trustee with
such information as it shall require to fulfill its
responsibilities hereunder.
Section 10.8 Counterparts. This Trust
Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all
of which shall together constitute only one agreement.
Section 10.9 Addresses of Parties.
Communications to the Trustee shall be sent to
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx, Operations Officer
or to such other address as the Trustee may specify in
writing. Communications to the Company shall be sent to
the Company's principal offices or to such other address
as the Company may specify in writing.
Section 10.10 Severability. If any
provision of this Trust Agreement or the application
thereof to any person or circumstance shall be determined
by a court of proper jurisdiction to be invalid or
unenforceable, the remainder of this Trust Agreement, or
its application to such persons or circumstances other
than those as to which it is held invalid or
unenforceable, shall not be affected, and each provision
of this Trust Agreement shall be valid and enforceable to
the fullest extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused
this Trust Agreement to be duly executed this _____ day of
__________, 19___.
STATE STREET BANK AND TRUST COMPANY
Attest:
By
Its
Attest:PENTAIR, INC.
By Xxx X. Xxxx
Its Vice President
