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Exhibit 4-d-2
XXXXX-XXXXXXX EMPLOYEE SAVINGS PLAN
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TRUST AGREEMENT
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XXXXX-XXXXXXX EMPLOYEE SAVINGS PLAN
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TRUST AGREEMENT
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TRUST AGREEMENT dated as of December 1, 1981 between XXXXX-XXXXXXX COMPANY,
a Wisconsin corporation (the "Company"), and XXXX X. XXXXXXX, as Trustee (the
"Trustee").
WITNESSETH:
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WHEREAS, the Company has established, effective as of December 1, 1981, a
savings plan known as the "Xxxxx-Xxxxxxx Employee Savings Plan" (the "Plan") to
encourage and assist certain employees of the Company in adopting a regular
savings program and to help provide security for them upon retirement;
WHEREAS, the Company desires to establish a trust in order to implement and
carry out the purposes of the Plan;
NOW, THEREFORE, the Company and the Trustee do hereby covenant and agree as
follows:
ARTICLE I
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Definitions
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1.01 The terms defined in the Plan shall have the same meaning in this
Trust Agreement.
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ARTICLE II
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Creation of Trust
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2.01 The Company hereby creates and establishes a trust to be known as the
Xxxxx-Xxxxxxx Employee Savings Plan Trust (the "Trust"). The Trustee shall
receive, hold, invest and dispose of all of the properties and assets of the
Trust (such properties and assets being hereinafter referred to as the "Trust
Fund"), as Trustee, in accordance with the terms of this Trust Agreement.
ARTICLE III
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Purpose of Trust
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3.01 The purpose of the Trust is to receive, hold, and distribute the
Trust Fund created and maintained in accordance with the provisions of the Plan.
ARTICLE IV
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Contributions
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4.01 Contributions to the Trust are to be made by Members and by the
Company in such amounts and at such times as provided by the Plan.
4.02 The aggregate amount of Member contributions and Company
contributions received by the Trustee,
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together with the earnings thereon, shall be credited to the respective accounts
of the Members, and the Trustee shall hold, invest and dispose of the same as
provided in the Plan. All contributions received by the Trustee, together with
the earnings thereon, shall constitute a single fund and may be commingled.
ARTICLE V
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Investments
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5.01 The Trustee shall invest the assets of the Trust Fund in insurance
company investment contracts in which repayment of principal and payment of a
fixed interest rate thereon are guaranteed by the insurance company for a
specified period, as directed by the Savings Plan Assets Committee.
ARTICLE VI
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Payments from the Trust Fund
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6.01 The Trustee shall make payments out of the Trust Fund to or for the
benefit of the Members and their beneficiaries at such times and in such manner
as may be provided in or pursuant to the Plan. If and to the extent that the
Savings Plan Benefits Committee determines that any of the provisions of the
Plan with respect to payments from the Plan are ambiguous or imprecise or
require
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the exercise of discretion by the Trustee, the Savings Plan Benefits Committee
may issue instructions to be followed by the Trustee.
ARTICLE VII
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Administration
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7.01 Title to all Trust assets shall be and remain in the Trustee. The
Savings Plan Assets Committee may appoint a corporate trust company as custodian
of the Trust Fund or take such other action as it deems appropriate for the
custody of the Trust Fund.
7.02 The Trustee shall keep accurate and detailed records and accounts of
all investments, receipts, disbursements and other transactions in accordance
with the provisions of the Plan or, in the absence of, or in the event of
ambiguity in, such provisions, in accordance with directions from the Savings
Plan Assets Committee.
7.03 The Trustee may act by any accountants, attorneys or others as in its
discretion may be necessary or advisable.
ARTICLE VIII
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Resignation and Removal
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8.01 The Trustee may resign at any time by written instrument delivered to
the Savings Plan Assets
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Committee. The Savings Plan Assets Committee shall have the power at any time,
by written notice, to remove the Trustee.
8.02 Upon the death, resignation, removal or incapacity to act of the
Trustee, the Savings Plan Assets Committee may, by written notice, appoint a
successor Trustee, and such successor Trustee shall have the same authority and
be subject to the same restrictions as the predecessor Trustee.
ARTICLE IX
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Alienation
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9.01 Benefits payable from the Trust Fund shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance. charge, garnishment, execution or levy of any kind, either
voluntary or involuntary including any liability which is for alimony or other
payment for the support of a spouse or former spouse, or any relative of a
participant prior to actually being received by the person entitled to the
benefit under the terms of the Plan. Any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose of any right to
benefits payable shall be void.
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9.02 Neither this Trust Fund nor the Trustee shall in any manner be liable
for or be subject to the debts, contracts, liabilities, engagements or torts of
any person entitled to benefits. If the terms of this Article IX are contrary to
the law governing in a particular circumstance, then, as to that circumstance,
any payment shall be exempt to the maximum extent permitted by law.
ARTICLE X
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Absence of Guaranty
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10.01 Neither the Trustee nor the Company in any way guarantees the Trust
Fund against loss or depreciation, or guarantees the payment of any contribution
by the Company or of any benefits which may become due under the plan to any
Member. Each Member shall look solely to the Trust Fund for such payments. The
Company shall in no manner be liable to any Member or to any other person for
any act or omission of the Trustee.
ARTICLE XI
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Inquiry; Reliance
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11.02 No insurance company which may issue any contract or policy held as
a part of the Trust Fund shall be obligated to inquire into the terms of this
Trust Agreement or be responsible for any action of the Trustee or of the
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Company. No such insurance company shall be obligated to see to the distribution
or further application of any proceeds paid by it to the Trustee or paid in
accordance with the written direction of the Trustee or the Savings Plan Assets
Committee or the Company, and any such payment of proceeds shall be a complete
discharge to the insurance company therefor.
11.03 The Trustee shall have the right to rely and act upon any writing or
document believed by it to be genuine, without obligation to take any particular
steps to verify the same, and upon any information believed by it to be true,
without obligation to take any particular steps to verify the same, and shall
not be liable in any way to anyone for relying or not relying or acting or not
acting upon any particular documents, writing, state of facts, information, or
notice, unless the reliance or non-reliance or action or inaction, as the case
may be, shall be intentionally erroneous.
ARTICLE XII
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Amendments
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12.01 This Trust Agreement may be amended in writing by supplemental
agreement executed by the Trustee and by the Company pursuant to previous
authorization by
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the Savings Plan Assets Committee; provided, however, that no such amendment
shall be effective or shall be made which shall attempt to divert any part of
the Trust assets to purposes other than for the exclusive benefit of the
Members and their beneficiaries.
ARTICLE XIII
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Termination
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13.01 The Company, by resolution of its Board of Directors, may revoke and
terminate the Plan in its entirety. The Company shall notify the Trustee of such
revocation and termination by written notice accompanied by a copy of the
resolution of the Board of Directors. In the event of such termination of the
Plan, the Trustee shall distribute the net assets in its hands in such manner as
it shall be instructed by the Savings Plan Benefits Committee.
ARTICLE XIV
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Successors
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14.01 This Trust Agreement shall be binding upon the Company, its
successors and assigns, and upon all Members, their legatees, heirs and legal
representatives.
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ARTICLE XV
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Limitation
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15.01 Irrespective of any other provision herein, the Trust shall not
continue in force and effect for any period of time beyond that permitted by any
applicable statute or rule of law effective in the State of Wisconsin.
15.02 This Trust Agreement shall be construed and enforced according to
the Laws of the State of Wisconsin and in such manner as in the judgment of the
Trustee will best carry out the purposes hereof. The headings of the different
articles are inserted for convenience of reference and are not to be taken to be
any part of this Trust Agreement nor to control or affect the meaning,
construction or effect thereof.
ARTICLE XVI
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Miscellaneous
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16.01 The Trustee shall not be required to give bond for the faithful
performance of his duties hereunder.
16.02 No person or corporation dealing with the Trustee shall be required
to take cognizance of the provisions hereunder or be required to make inquiry as
to
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the authority of the Trustee to do any act which the Trustee may do hereunder,
and every such person or corporation shall be entitled conclusively to assume
that the Trustee is properly authorized to do any act which it mat do and
shall be under no liability to anyone whomsoever for any act done hereunder
pursuant to the written direction of the Trustee. Any such person or
corporation may conclusively assume that the Trustee has full power and
authority to receive and receipt for any money or property becoming due and
payable to the Trustee and shall not be bound to inquire as to disposition or
application of any money or property paid to the Trustee or paid in accordance
with the written directions of the Trustee.
16.03 A certificate by the Secretary or Assistant Secretary of the
Company certifying the name of the person who is then the Trustee hereunder
shall be conclusive evidence for all purposes that such person is the Trustee
hereunder at the date of such certificate.
16.04 The Trustee may delegate to one or more persons the authority to
sign and endorse checks, drafts, notes or other documents, and such signature or
endorsement may be made by facsimile signature. In the absence of the Trustee
or upon the failure or inability of the Trustee to act,
checks, drafts, notes or other documents regarding the
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Trust Fund may be signed or endorsed in such a manner as may be determined by
the Savings Plan Assets Committee.
16.05 Upn the request of the Trustee, the Company shall furnish from time
to time such information in its possession as will aid the Trustee in
administering the Trust.
16.06 The Trustee shall be udner no duty to examine the records of the
Company to determine whether any certification has been or should have been
made or the correctness of any certification which shall have been received by
the Trustee. Nor shall it have any duty or responsibility to collect any sums
so voted, its responsibility in that respect being expressly limited to
contributions actually received by it.
IN WITNESS WHEREOF, this Trust Agreement has been executed and delivered
as of this 1st day of December, 1981, by and on behalf of the Company and the
Trustee.
XXXXX-XXXXXXX COMPANY
[SEAL]
by /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx,
Vice Chairman and
Chief Executive Officer
XXXX X. XXXXXXX, TRUSTEE
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Xxxx X. Xxxxxxx, Trustee
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WORLD HEADQUARTERS
0000 Xxxxx Xxxxxx Xxxxxx
XXXXX-XXXXXXX Xxxxxxxxx, XX 00000 XXX
A ROCKWELL INTERNATIONAL COMPANY Telephone 000-000-0000
Fax 000-000-0000
Telex 4311016
May 5, 1995
Effective immediately, Xxxxxxx X. Xxxxxxx is appointed Trustee of the following
Xxxxx-Xxxxxxx Plans:
* Xxxxx-Xxxxxxx Employee Savings Plan for Salaried Employees
* Xxxxx-Xxxxxxx Employee Savings Plan for Hourly Employees
* Xxxxx-Xxxxxxx Employee Savings Plan for Represented Hourly Employees
Xx. Xxxxxxx replaces Xxxx X. Xxxxxxx, who retired December 31, 1994.
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Member, Asset Committee
/s/ XXXXXXX X. XXXXXXX /s/ XXXXX X. XXXX
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Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx
Member. Asset Committee Member, Asset Committee
cc: Xxxxx Xxxxxxx
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