RABBI TRUST AGREEMENT

 

                                                                  EXHIBIT 10.6

                              RABBI TRUST AGREEMENT

     THIS AGREEMENT made this 1st day of July, 1996, by and between ROBINSON 
NUGENT, INC. (hereinafter referred to as "Company") and DEAN WITTER TRUST 
COMPANY (hereinafter referred to as "Trustee").

     WHEREAS, the Company has adopted that certain Deferred Compensation Plan,
as attached and incorporated herein as Exhibit 1 (hereinafter collectively
referred to as "Plan");

     WHEREAS, the Company has incurred or expects to incur liabilities under the
terms of the Plan with respect to the individuals participating in the Plan;

     WHEREAS, the Company wishes to establish a trust (hereinafter called
"Trust") and to contribute to the Trust assets that shall be held therein,
subject to the claims of the Company's creditors in the event of the Company's
Insolvency, as herein defined, until paid to Plan participants and their
beneficiaries in such manner and at such time as specified in the Plan(s);

     WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the
Plan(s) as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;

     WHEREAS, it is the intention of the Company to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting of
its liabilities under the Plan(s)

     NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

SECTION 1.     ESTABLISHMENT OF TRUST

               (a)  Company hereby deposits with Trustee in trust $1.00,
                    which shall become the principal of the Trust to be held,
                    administered and disposed of by Trustee as provided in this
                    Trust Agreement.

               (b)  The Trust hereby established shall be irrevocable.

               (c)  The Trust is intended to be a grantor trust, of which
                    Company is the grantor, within the meaning of subpart E,
                    part I, subchapter J, chapter 1, subtitle A of the Internal
                    Revenue Code of 1986, as amended, and shall be construed
                    accordingly.

               (d)  The principal of the Trust, and any earnings thereon shall
                    be held separate and apart from other funds of Company and

                    shall be used exclusively for the uses and purposes of Plan
                    participants and general creditors as herein set forth. 
                    Plan participants and their beneficiaries shall have no
                    preferred claim on, or any beneficial ownership interest in,
                    any assets of the Trust.  Any rights created under the
                    Plan(s) and this Trust Agreement shall be mere unsecured
                    contractual rights of Plan participants and their
                    beneficiaries against the Company.  Any assets held by the
                    Trust will be subject to the claims of the Company's general
                    creditors under federal and state law in the event of
                    Insolvency, as defined in Section 3(a) herein.

               (e)  Company, in its sole discretion, may at any time, or from
                    time to time, make additional deposits of cash or other
                    property in trust with Trustee to augment the principal to
                    be held, administered and disposed of by Trustee as provided
                    in this Trust Agreement.  Neither Trustee nor any Plan
                    participant or beneficiary shall have any right to compel
                    such additional deposits.

SECTION 2.     PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

               (a)  Company shall deliver to Trustee a schedule (the "Payment
                    Schedule") that indicates the amounts payable in respect of
                    each Plan participant (and his or her beneficiaries), that
                    provides a formula or other instructions acceptable to
                    Trustee for determining the amounts so payable, the form in
                    which such amount is to be paid (as provided for or
                    available under Plan(s)), and the time of commencement for
                    payment of such amounts.  Except as otherwise provided
                    herein, Trustee shall make payments to the Plan participants
                    and their beneficiaries in accordance with such Payment
                    Schedule.  The Trustee shall make provision for the
                    reporting and withholding of any federal, state or local
                    taxes that may be required to be withheld with respect to
                    the payment of benefits pursuant to the terms of the Plan(s)
                    and shall pay amounts withheld to the appropriate taxing
                    authorities or determine that such amounts have been
                    reported, withheld and paid by Company.

               (b)  The entitlement of a Plan participant or his or her
                    beneficiaries to benefits under the Plan(s) shall be
                    determined by Company or such party as it shall designate
                    under the Plan(s), and any claim for such benefits shall be
                    considered and reviewed under the procedures set out in the
                    Plan(s).

               (c)  Company may make payment of benefits directly to Plan
                    participants or their beneficiaries as they become due under
                    the terms of the Plan(s).  Company shall notify Trustee of
                    its decision to make payment of benefits directly prior to
                    the time amounts are payable to participants or their
                    beneficiaries.  In addition, if the 

                    principal of the Trust, and any earnings thereon, are not 
                    sufficient to make payments of benefits in accordance 
                    with the terms of the Plan(s), Company shall make the 
                    balance of each payment as it falls due.  Trustee shall 
                    notify Company where principal and earnings are not 
                    sufficient.

SECTION 3.     TRUSTEE RESONSIBILITY REGARDING PAYMENTS TO TRUST
               BENEFICIARY WHEN COMPANY IS INSOLVENT

               (a)  Trustee shall cease payment of benefits to Plan participants
                    and their beneficiaries if the Trustee is properly notified
                    that the Company's Insolvent or has actual knowledge that
                    the Company is insolvent. Company shall be considered
                    "Insolvent" for purposes of this Trust Agreement if (i)
                    Company is unable to pay its debts as they become due, or
                    (ii) Company is subject to a pending proceeding as a debtor
                    under the United States Bankruptcy Code.

               (b)  At all times during the continuance of this Trust, as
                    provided in Section 1(d) hereof, the principal and income of
                    the Trust shall be subject to claims of general creditors of
                    Company under federal and state law as set forth below.

                    (1)  The Board of Directors and the Chief Executive Office
                         [or substitute the title of the highest ranking office
                         of the Company] of Company shall have the duty to
                         inform Trustee in writing of Company's Insolvency.  If
                         a person claiming to be a creditor of Company alleges
                         in writing to Trustee that Company has become
                         Insolvent, Trustee shall determine whether Company is
                         Insolvent and, pending such determination, Trustee
                         shall discontinue payment of benefits to Plan
                         participants or their beneficiaries.

                    (2)  Unless Trustee has actual knowledge of Company's
                         Insolvency or has received notice from Company or a
                         person claiming to be a creditor alleging that Company
                         is Insolvent, Trustee shall have no duty to inquire
                         whether Company is Insolvent. Trustee may in all events
                         rely on such evidence concerning Company's solvency as
                         may be furnished to Trustee and that provides Trustee
                         with a reasonable basis for making a determination
                         concerning Company's solvency.

                    (3)  If an any time Trustee has determined that Company is
                         Insolvent, the Trustee shall discontinue payments to
                         Plan participants or their beneficiaries and shall hold
                         the assets of the Trust for the benefit of Company's
                         general creditors.  Nothing in this Trust Agreement
                         shall 

                         in any way diminish any rights of Plan
                         participants or their beneficiaries to pursue their
                         rights as general creditors of Company with respect to
                         benefits due under the Plan(s) or otherwise.

                    (4)  Trustee shall resume the payment of benefits to Plan
                         participants or their beneficiaries in accordance with
                         Section 2 of this Trust Agreement only after Trustee
                         has determined that Company is not Insolvent (or is no
                         longer Insolvent).

               (c)  Provided that there are sufficient assets, if Trustee
                    discontinues the payment of benefits from the Trust pursuant
                    to Section 3(b) hereof and subsequently resumes such
                    payments, the first payment following such discontinuance
                    shall include the aggregate amount of all payments due to
                    Plan participants or their beneficiaries under the terms of
                    the Plan(s) for the period of such discontinuance, less the
                    aggregate amount of any payments made to Plan participants
                    or their beneficiaries by Company in lieu of the payments
                    provided for hereunder during any such period of
                    discontinuance.

SECTION 4.     PAYMENTS TO COMPANY

               Except as provided in Section 3 hereof, after the Trust has
               become irrevocable, the Company shall have no right or power to
               direct Trustee to return to Company or to divert to others any of
               the Trust assets before all payment of benefits have been made to
               Plan participants and their beneficiaries pursuant to the terms
               of the Plan(s).
                         
SECTION 5.     INVESTMENT AUTHORITY
          
               (a)  Except as provided in Paragraph (b) below, all rights
                    associated with assets of the Trust shall be exercised by
                    Trustee or the person designated by Trustee, and shall in no
                    event be exercisable by or rest with Plan participants.  If
                    mutual funds are to be used as investments for assets of the
                    Trust, the Company shall provide a list of funds from which
                    the Trustee can select for purposes of investment of the
                    assets of the Trust.  However, the participant, if more than
                    one fund is made available, may request that the Trustee
                    allocate or reallocate the composition of the funds within
                    the participant's account.  Such request shall be subject to
                    the approval of the Trustee who shall have absolute
                    investment authority over the assets of the Trust.  If the
                    Trustee should decline to follow the participant's request,
                    the Trustee will notify the participant in a timely manner.
          
               (b)  Except as provided in the Trustee may invest the assets of
                    the Trust in property of any character, real or 

                    personal, including, but not limited to the following:  
                    stocks, including shares of open-end investment companies 
                    (mutual funds); bonds; notes; debentures; options; 
                    limited partnership interests; mortgages; real estate or 
                    any interest therein; unit investment trusts; Treasury 
                    Bills, and other U.S. Government obligations; common 
                    trust funds, combined investment trusts, collective trust 
                    funds or commingled funds maintained by a bank or similar 
                    financial organization (whether or not the Trustee 
                    hereunder); savings accounts, time deposits or money 
                    market accounts of a bank or similar financial 
                    organization (whether or not the Trustee hereunder); 
                    annuity contracts; life insurance policies; or in such 
                    other investments as is deemed proper without regard to 
                    investments authorized by statute or rule of law 
                    governing the investment of trust funds.

               (c)  Trustee is specifically authorized to invest assets of the
                    Trust in mutual funds for which Dean Witter InterCapital
                    Inc. ("InterCapital"), an affiliate of Trustee, acts as
                    investment advisor or investment manager and/or for which
                    InterCapital and or its affiliates provide services.  It is
                    acknowledged that InterCapital, Trustee and their affiliates
                    receive compensation in addition to Trustee fees and the
                    receipt of such additional compensation is specifically
                    authorized by the Company.

               (d)  Trustee is also specifically authorized to execute
                    securities transactions without providing written
                    confirmation thereof to the Company or any Plan Participant
                    and to execute securities transactions through any
                    broker/dealer, including an affiliate of Trustee, at normal
                    rates of commissions.

               (e)  Plan Participants may from time to time request certain
                    investments for the Trust; provided however that such
                    requests are subject to the exercise of Trustee's
                    discretion.

               (f)  In no event may Trustee invest in securities (including
                    stock or rights to acquire stock) or obligations issued by
                    Company, other than a de minimis amount held in common
                    investment vehicles in which Trustee invests.  All rights
                    associated with assets of the Trust shall be exercised by
                    Trustee or the person designated by the Trustee, and shall
                    in no event be exercisable by or rest with Plan
                    participants.

               (g)  Company 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 6.     DISPOSITION OF INCOME

               (a)  During the term of this Trust, all income received by the
                    Trust, net of expenses and taxes, shall be accumulated and
                    reinvested.

SECTION 7.     ACCOUNTING BY TRUSTEE

               Trustee shall keep accurate and detailed records of all
               investments, receipts, disbursements, and all other transactions
               required to be made, including such specific records as shall be
               agreed upon in writing between Company and Trustee.  Within sixty
               (60) days following the close of each calendar year and within
               sixty (60) days after the removal or resignation of Trustee,
               Trustee shall deliver to Company a written account of its
               administration of the Trust during such year or during the period
               from the close of the last preceding year to the date of such
               removal or resignation, setting forth all investments, receipts,
               disbursements and other transactions effected by it, including a
               description of all securities and investments purchased and sold
               with the cost or net proceeds of such purchases or sales (accrued
               interest paid or receivable being shown separately), and showing
               all cash, securities and other property held in the Trust at the
               end of such year or as of the date of such removal or
               resignation, as the case may be.

SECTION 8.     RESPONSIBILITY OF TRUSTEE

               (a)  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 a
                    like character and with like aims, provided, however, that
                    Trustee shall incur no liability to any person for any
                    action taken pursuant to a direction, request or approval
                    given by Company which is contemplated by, and in conformity
                    with, the terms of the Plan(s) or this Trust and is given in
                    writing by Company.  In the event of a dispute between
                    Company and a party, Trustee may apply to a court of
                    competent jurisdiction to resolve the dispute.

               (b)  Trustee may consult with legal counsel (who may also be
                    counsel for Company generally) with respect to any of its
                    duties or obligations hereunder.

               (c)  Trustee may hire agents, accountants, actuaries, investment
                    advisors, financial consultants or other professionals to
                    assist it in performing any of its duties or obligations
                    hereunder.

               (d)  Trustee shall have, without exclusion, all powers conferred
                    on Trustees by applicable law, unless expressly provided
                    otherwise herein, provided, however, that if an insurance
                    policy is held as an asset of the Trust, 

                    Trustee shall have no power to name a beneficiary of the 
                    policy other than the Trust, to assign the policy (as 
                    distinct from conversion of the policy to a different 
                    form) other than to a successor Trustee, or to loan to 
                    any person the proceeds of any borrowing against such 
                    policy.

               (e)  Notwithstanding any powers granted to Trustee pursuant to
                    this Trust Agreement or to applicable law, Trustee shall not
                    have any power that could give this Trust the objective of
                    carrying on a business and dividing the gains therefrom,
                    within the meaning of section 301.7701-2 of the Procedure
                    and Administrative Regulations promulgated pursuant to the
                    Internal Revenue Code.

               (f)  Trustee may vote any corporate stock either in person or by
                    proxy for any purpose; exercise or sell any stock
                    subscription or conversion right; participate in voting
                    trusts; to consent to, take any action in connection with,
                    and receive and retain any securities resulting from any
                    merger, consolidation, reorganization, liquidation, sale or
                    other disposition of the assets of any corporation or other
                    organization the securities of which constitute assets of
                    the trust fund.

SECTION 9.     COMPENSATION AND EXPENSES OF TRUSTEE

               Company shall pay all administrative and Trustee's fees and
               expenses.  If not so paid, the fees and expenses shall be paid
               from the Trust.
               
SECTION 10.    PROTECTION AND INDEMNIFICTION OF TRUSTEE
               
               Trustee shall not be obligated to inquire whether any payee of
               funds or any distributee of benefits designated by the Company is
               entitled thereto or whether any payment, allocation or
               distribution directed or authorized by the Company is proper, or
               within the terms of the Plan or Trust, and shall not be
               accountable for any payment, allocation or distribution made by
               Trustee in good faith on the order or direction of the Company. 
               Trustee shall not be liable or responsible for any payment made
               by it in good faith without actual notice or knowledge of the
               changed condition or status of the payee.
               
               Evidence required of anyone under the Plan or Trust Agreement may
               be by certificate of affidavit, document or other information
               which the person acting in reliance thereon may consider
               pertinent, reliable and genuine, and to have been signed, made or
               presented by the proper party or parties, except that any action
               required to be taken by the Company shall be by resolution of its
               Board of Directors.  The Company or any other person may be
               authorized by resolution of the Company's Board of Directors to
               act on behalf of the Company.  Trustee shall not recognize or
               take notice of any appointment 

               of any representative of the Company unless and until the 
               Company shall have notified Trustee in writing of such 
               appointment and the extent of such representative's authority. 
               Trustee may assume that such appointment and authority 
               continue in effect until it receives written notice to the 
               contrary from the Company.  Any action taken or omitted to be 
               taken by Trustee by authority of any representative of the 
               Company within the scope of his or her authority shall be as 
               effective for all purposes hereof as if such action or 
               nonaction had been authorized by the Company. Trustee, the 
               Company and any representative of the Company shall each be 
               fully protected in acting and relying upon any evidence 
               described in this Section.
               
               Trustee shall have no power, authority or duty with respect to
               the determination of the rights or interests of any person in and
               to the trust fund or under the Plan nor to examine the
               determination of any right or interest thereunder.
               
               The Company shall indemnify and defend the Trustee against any
               and all claims, losses, damages, expenses (including attorney's
               fees), and liabilities arising from any action or failure to act
               in connection with the administration of the Plan or the Trust,
               except when the same is judicially determined to be due to the
               negligence or willful misconduct of Trustee.
               
SECTION 11.    RESIGNATION AND REMOVAL OF TRUSTEE

               (a)  Trustee may resign at any time by written notice to Company,
                    which shall be effective 90 days after receipt of such
                    notice unless Company and Trustee agree otherwise.

               (b)  Trustee may be removed by Company upon 90 days notice or
                    upon shorter notice accepted by Trustee.

               (c)  Upon resignation or removal of Trustee and appointment of a
                    successor Trustee, all assets shall subsequently be
                    transferred to the successor Trustee.  The transfer shall be
                    completed within 90 days after receipt of notice of
                    resignation, removal or transfer, unless Company extends the
                    time limit.

               (d)  If Trustee resigns or is removed, a successor shall be
                    appointed, in accordance with Section 11 hereof, by the
                    effective date of resignation or removal under paragraphs
                    (a) or (b) of this section.  If no such appointment has been
                    made, trustee may apply to a court of competent jurisdiction
                    for appointment of a successor or for instructions.  All
                    expenses of Trustee in connection with the proceeding shall
                    be allowed as administrative expenses of the Trust.

SECTION 12.  APPOINTMENT OF SUCCESSOR TRUSTEE

               (a)  If Trustee resigns or is removed in accordance with Section
                    11(a) or (b) hereof, Company may appoint any third party,
                    such as a bank trust department or other party that may be
                    granted corporate trustee powers under state law, as a
                    successor to replace Trustee upon resignation or removal. 
                    The appointment shall be effective when accepted in writing
                    by the new Trustee, who shall have all of the rights and
                    powers of the former Trustee, including ownership rights in
                    the Trust assets.
               
                    The former Trustee shall execute any instrument necessary or
                    reasonably requested by Company or the successor Trustee to
                    evidence the transfer.
               
SECTION 13.  AMENDMENT OR TERMINATION OF THE TRUST
               
               (a)  This Trust Agreement may be amended by a written instrument
                    executed by Trustee and Company.  Notwithstanding the
                    foregoing, no such amendment shall conflict with the terms
                    of the Plan or shall make the Trust revocable after is has
                    become irrevocable in accordance with Section 1(b) hereof.

               (b)  The Trust shall not terminate until the date on which Plan
                    participants and their beneficiaries are no longer entitled
                    to benefits pursuant to the terms of the Plan.  Upon
                    termination of the Trust any assets remaining in the Trust
                    shall be returned to Company.

               (c)  Upon written approval of participants or beneficiaries
                    entitled to payment of benefits pursuant to the terms of the
                    Plan, Company may terminate this Trust prior to the time all
                    benefit payments under the Plan have been made.  All assets
                    in the Trust at termination shall be returned to Company.

SECTION 13.  MISCELLANEOUS
               
               (a)  Any provision of this Trust Agreement prohibited by law
                    shall be ineffective to the extent of any such prohibition,
                    without invalidating the remaining provisions hereof.

               (b)  Benefits payable to Plan participants and their
                    beneficiaries under this Trust Agreement may not be
                    anticipated, assigned (either at law or in equity),
                    alienated, pledged, encumbered or subjected to attachment,
                    garnishment, levy, execution or other legal or equitable
                    process.

               (c)  This Trust Agreement shall be governed by and construed in
                    accordance with the laws of the State of New Jersey.

SECTION 14.    EFFECTIVE DATE

                    The effective date of this Trust Agreement shall be 
          July 1, 1996.
          
                    Robinson Nugent, Inc.    
                    ----------------------------
                    THE COMPANY
          
                    BY:  Michael W. Schreiweis    
                         ------------------------------
                    ITS: Director of Human Resources
                         ------------------------------
          
                    State of Indiana       )
                                           ) SS
                    County of Floyd        )
          
                    The foregoing instrument was acknowledged before me this 2nd
          day of July, 1996, by Michael W. Schreiweis.
          

                                                       /s/ Lisa Jo Napier  
                                                       -----------------------
                                                       Notary Public
                                                       Lisa Jo Napier

               My Commission Expires:  April 16, 1999

          DEAN WITTER TRUST COMPANY, TRUSTEE

          BY:  Frederick Whelply   
               ----------------------------
          ITS: First Vice President     
               ----------------------------

          State of New Jersey     )
                                  ) SS
          County of Hudson        )

                    The foregoing instrument was acknowledged before me this
          _____ day of _________, 199___, by ____________________________.

                                                _____________________________
                                                Notary Public

 

Basic Info X:

Name: RABBI TRUST AGREEMENT
Type: Trust Agreement
Date: Sept. 29, 1997
Company: ROBINSON NUGENT INC
State: Indiana

Other info:

Date:

  • 1st day of July , 1996
  • July 1 , 1996
  • 2nd day of July , 1996
  • April 16 , 1999

Organization:

  • United States Bankruptcy Code
  • The Board of Directors
  • Dean Witter InterCapital Inc.
  • Internal Revenue Code
  • Company 's Board of Directors
  • Company and Trustee
  • Trustee and Company
  • State of New Jersey
  • Robinson Nugent , Inc.
  • SS County of Hudson
  • Notary Public 36

Location:

  • U.S.
  • Indiana
  • New Jersey

Money:

  • $ 1.00

Person:

  • ROBINSON NUGENT
  • Michael W. Schreiweis
  • Lisa Jo Napier
  • Frederick Whelply