TRUST AGREEMENT
FOR
AUTOMATIC DATA PROCESSING, INC.
RETIREMENT AND SAVINGS PLAN
TRUST AGREEMENT
FOR
AUTOMATIC DATA PROCESSING, INC.
RETIREMENT AND SAVINGS PLAN
AGREEMENT dated as of this 31st day of December, 1983, by
and between AUTOMATIC DATA PROCESSING, INC. (the "Company") and
FRED S. LAFER, JOSEPH B. PIRRET and ARTHUR F. WEINBACH, as
Trustees (the "Trustees").
W I T N E S S E T H :
WHEREAS, the Company has established the Automatic Data
Processing, Inc. Retirement and Savings Plan (the "Plan") for the
exclusive benefit of its eligible employees and their
beneficiaries; and
WHEREAS, the Trustees desire to serve as the trustee of the
trust created for the purpose of providing benefits under the
Plan;
NOW, THEREFORE, the parties agree that the Trustees shall
hold all funds and other property contributed to the Trust
pursuant to the provisions of the Plan and this Trust Agreement,
together with all the increments, proceeds, investments and
reinvestments thereof, in trust, for the uses and purposes and
upon the terms and conditions hereinafter set forth.
ARTICLE I
DEFINITIONS
The following terms when used in this Trust Agreement shall
have the meanings as provided below unless a different meaning is
clearly required by the context.
(a) The term "Committee" shall mean the administrative
Committee provided for in the plan.
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(b) The term "Trust Fund" shall mean all funds held by the
Trustee hereunder, including all increments thereto and income
and profits thereon.
(c) The term "Trustee" shall mean the Trustees hereinabove
named and any successor Trustee or Trustees. Such successor
Trustee or Trustees shall have all of the rights, powers,
privileges, liabilities and duties of the original Trustees
hereinabove named.
(d) Any term used herein which is defined in the Plan shall
be deemed to have the identical meaning in this Trust Agreement.
ARTICLE II
ADMINISTRATION
(a) The Committee shall give statements from time to time
to the Trustee sufficient to establish the record of each
Participant and the exact amount of each Participant's interest
in the Trust Fund. The Trustee may depend upon such statements
and shall not be required to question or verify them in any
manner or at any time.
(b) The Trustee shall retain, manage, administer and hold
the Trust Fund in accordance with the terms and provisions of
this Trust Agreement and the Plan. Except as otherwise provided
herein, the Trustee shall make payments from the Trust Fund only
upon and in accordance with the written direction of the
Committee, and the Trustee shall have no duty to inquire into any
such application of any funds so paid.
(c) No part of the corpus or the income of the Trust Fund
shall be used for or diverted to any purpose other than the
exclusive benefit of the Participants, retired or former
Participants or their Beneficiaries and the payment of reasonable
expenses of the Plan and
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this Trust Agreement and, except as
provided in Section 12.09 of the Plan, in no event shall any
portion of the Trust Fund ever revert to or become the property
of the Company.
ARTICLE III
POWERS AND DUTIES OF TRUSTEE
(a) The Trustee shall receive any monies and securities or
other property that are tendered to the Trustee pursuant to the
Plan.
(b) As and when the Trustee or, if the Company has
designated an investment manager for the Plan in accordance with
Section 10.03 of the Plan ("investment manager"), the investment
manager shall deem it appropriate or desirable so to do, the
Trustee may, with any cash at the time held in the Trust Fund,
purchase or subscribe for and invest and reinvest in any
securities or other property, including bonds, preferred or
common stock, options, notes, or mortgages on property, even
though such investments may not be authorized for investment or
reinvestment of trust funds under the laws applicable thereto,
and may retain all such securities and other property until the
Trustee shall deem it appropriate to dispose thereof, provided,
however, that no such bonds, stocks or notes as may be issued by
the Company may be purchased or subscribed for with any portion
of the Trust Fund attributable to Participant Salary Deferrals or
any earnings thereon.
(c) The Trustee may from time to time hold such portion of
the Trust Fund in cash uninvested and nonproductive of income as
the Trustee or, if an investment manager has been appointed, the
investment manager shall determine is necessitated by the cash
requirements of the Trust Fund, but to the extent feasible from
time to time such amounts shall be held in
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short-term interest bearing accounts or in other forms of investment
which are productive of income but are sufficiently liquid to meet such
cash requirements.
(d) As and when the Trustee or, if an investment manager
has been appointed, the investment manager shall deem it
appropriate or desirable so to do, the Trustee may sell any
securities or other property at any time held in the Trust Fund
for cash or on credit; transfer, dispose of or convert any
securities or other property at any time held in the Trust Fund;
or exchange such securities or property for other securities or
property which the Trustee shall deem acceptable and in which the
Trustee shall have the power to invest. Any such sale, transfer,
disposition, conversion or exchange may be made publicly or by
private arrangement; and no person dealing with the Trustee shall
be bound to see to the application of the purchase money or to
inquire into the validity, expediency or propriety of any such
sale or other disposition.
(e) As and when the Trustee shall deem it appropriate, or
if an investment manager has been appointed, shall receive
instructions from the investment manager so to do, the Trustee
shall exercise any conversion privilege or subscription right
available in connection with any securities or property at any
time constituting a part or all of the Trust Fund, and shall
consent to any reorganization, consolidation, merger or
readjustment of the finances of any corporation, company or
association, any of the securities of which may at any time be
held hereunder, and exercise any option or options, and make any
agreement or subscriptions, and pay expenses, assessments or
subscriptions in connection therewith; and the Trustee shall hold
and retain any property acquired by means of the exercise of any of the
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powers expressed in this paragraph in accordance with the
foregoing paragraphs of this Article III.
(f) The Trustee is authorized in its discretion, to sue or
to defend any suit or legal proceedings by or against the Trust
and to compromise, submit to arbitration or settle any suit or
legal proceeding, claim, debt, damage or undertaking due or owing
from or to the Trust Fund. In the administration of the Trust
Fund, the Trustee shall not be obligated to take any action which
would subject it to any expense or liability unless it first
shall be indemnified in an amount and in a matter satisfactory to
it or be furnished with funds sufficient, in its sole judgment,
to cover such expenses and liabilities.
(g) The Trustee is authorized in its discretion, to
register any securities or other property held hereunder in the
name of the Trustee or in the name of a nominee, with or without
the addition of words indicating that such securities or other
property are held in a fiduciary capacity, or to hold in bearer
form any securities or other property held hereunder so that
title thereto will pass by delivery, but the books and records of
the Trustee shall show that all such investments are part of the
Trust Fund.
(h) The Trustee is authorized in its discretion, to employ
such agents, counsel, actuaries, clerical help, custodial
servants and others as the Trustee may deem necessary, and to pay
their reasonable expenses and compensation out of the Trust Fund,
unless such expenses shall have been paid by the Company.
(i) As and when the Trustee or, if an investment manager
has been appointed, the investment manager shall deem it
appropriate or desirable so to do, the Trustee may vote
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(directly or by proxy) on any matter pertaining to any securities held
under this Trust Agreement.
(j) The Trustee is authorized in its discretion, to borrow
money on the credit of the Trust Fund and to make, execute and
deliver, as trustee, any and all instruments in writing, as the
Trustee shall deem necessary or proper for the effective exercise
of this power and any of the Trustee's powers as stated in this
Article III or otherwise necessary to accomplish the purposes of
the Trust.
(k) Whenever the Trustee is required to execute any
instruments, checks, notes, securities or agreements in the
discharge of its duties, the signature or signatures of the
individual who is or any two of the individuals who collectively
then may be the Trustee, or of the duly authorized officer or
officers of any successor corporate Trustee, shall be sufficient
and shall be binding upon all such persons and the Company.
(l) The Trustee is authorized in its discretion, to secure
and pay for a safe deposit box at any bank and in any amount it
may deem advisable. The cost thereof shall be paid by the
Company but, if not so paid, shall be a lien against the Trust
Fund.
ARTICLE IV
DIRECTIONS OF INVESTMENT MANAGER
(a) Any powers granted to the Trustee hereunder that are to
be exercised according to the direction of an investment manager
shall be exercised by the Trustee only if, when and as directed
by the investment manager in a written instrument, signed by the
person or persons authorized to sign for the investment manager,
and delivered to the Trustee. The Trustee shall comply exactly
with such directions; provided, however, that the Trustee shall
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not be liable or responsible for failure to comply with any such
direction if it shall have attempted in good faith to comply
therewith. The Trustee shall be under no liability for any loss
or breach of trust of any kind which may result from any action
or failure of action due to compliance with a direction in
writing of the investment manager, or a failure on the part of
the investment manager to give a written direction properly or at
a proper time, unless the Trustee participates knowingly in, or
knowingly undertook to conceal, an act or omission of the
investment manager, knowing such act or omission to be a breach
of fiduciary responsibility.
(b) The investment manager from time to time may direct the
Trustee in writing (i) to retain in the Trust Fund specified
investments then forming a part thereof or (ii) to purchase for
and retain in the Trust Fund specific investments within the
foregoing classifications, and the Trustee shall comply with any
such directions received by it. The Trustee shall not be under
any duty to, nor shall it, make to the investment manager any
recommendations as to the sale or retention of investments
purchased for or retained in the Trust Fund pursuant to the
directions of the investment manager.
(c) Anything to the contrary contained in Article III or
the preceding paragraphs of this Article IV notwithstanding, no
provision of this Trust Agreement shall be so construed as to
violate the requirements of Part 4 of Subtitle B of Title I of
ERISA.
ARTICLE V
PAYMENT OF TAXES
The Trustee shall pay out of the Trust Fund or withhold for
satisfaction or payment all real and personal property taxes,
income taxes (no income tax is contemplated to become
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due hereunder, as it is intended that this Trust be qualified at all
times under section 501(a) of the Code as a tax exempt employees'
trust) and any other taxes at any time levied or assessed against
the Trust Fund or any part thereof, other than taxes properly
attributable to Participants or their Beneficiaries.
ARTICLE VI
PAYMENT OF EXPENSES AND FEES
(a) The reasonable expenses of administering the Trust,
incurred either by the Committee or the Trustee, shall be paid by
the Company. Should the Company fail to pay any of the expenses
of administering the Trust, then such expenses shall constitute a
first lien on the Trust Fund.
(b) The Trustee shall receive, in addition to reimbursement
for its expenses, such reasonable compensation as may be agreed
upon from time to time by the Company and the Trustee, and such
compensation shall be paid by the Company but, to the extent not
so paid, shall constitute a first lien on the Trust Fund;
provided, however, that no individual Trustee who already
receives full-time pay from the Company shall receive any
compensation from the Plan or out of the Trust Fund.
(c) Any and all payments provided for in this Article VI,
if not paid by the Company, may be made by the Trustee out of the
Trust Fund without written direction or approval of any kind from
the Committee.
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ARTICLE VII
ACCOUNTS
(a) All income, profits, recoveries, contributions,
forfeitures and any and all monies, securities and properties of
any kind at any time received or held by the Trustee under this
Trust Agreement shall be held by the Trustee in a separate
account for each of the funds as defined in Section 6.01 of the
Plan and a separate account for the portion of the Trust Fund
attributable to Stock Sharing Contributions pursuant to Section
5.03 of the Plan.
(b) The Trustee shall maintain such records of account, as
directed by the Committee, as shall be necessary to identify the
share of the Trust Fund designated for each Participant from time
to time; but no such record or account shall be considered as
segregating to the benefit of any Participant or Beneficiary any
securities or property contained in the Trust Fund.
(c) The Trust Fund shall be valued by the Trustee monthly
as of the close of business on each Valuation Date.
(d) The Trustee shall deliver to the Committee a statement
of the valuation as soon as may be reasonably possible after each
Valuation Date.
(e) The Committee shall figure the adjustments of each
Participant's Account on the basis of the Trustee's valuation as
provided in the Plan.
(f) The Committee shall deliver to the Trustee a statement
of the adjusted Accounts of Participants as soon as reasonably
possible after receipt of the statement of valuation.
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(g) In no event shall the maintenance of an account or a
record designated as the Account of a Participant mean that such
Participant shall have a greater or lesser interest than that due
to him by operation of the Plan. No Participant shall have any
title to or interest in any specific asset in the Trust Fund.
(h) The distributions from the Participants' Accounts shall
be made by the Trustees only if, when and in the amount and
manner as directed in writing by the Committee. The Trustee may
make any payment required to be made by it under the Plan by
mailing its check, as trustee, for the amount thereof to the
person to whom such payment is to be made, directed to him at
such address as the Committee shall specify, or may make
distribution in kind, or partly in kind and partly in money, and
for the purposes of such allotment, the judgment of the Trustee
concerning the propriety thereof, and the relative value for the
purpose of division or distribution of the property or securities
so allotted, shall be binding and conclusive on all persons
interested therein.
(i) The accounts and records of the Trustee shall record
the receipts and disbursements and all transactions of the
Trustee. Such records shall contain the authorizations and
directions upon which the Trustee has acted. The accounts and
records of the Trustee shall be open for the inspection of the
Company or the Committee or both at all reasonable business
hours.
ARTICLE VIII
PROTECTION OF TRUSTEE
(a) To the extent permitted by law, and in accordance with
Section 10.03 of the Plan, the Trustee shall be fully protected
from any responsibility for actions taken or omitted
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in accordance with the written instructions, directions, or
approvals of the Committee or the investment manager duly signed
by the person or persons authorized to sign for the Committee or
the investment manager.
(b) At least once with respect to each Plan Year, the
Trustee shall render a written accounting of its administration
of the Trust Fund, and said accounting shall be transmitted to
the Company and to the Committee.
(c) The Committee may approve such accounting by written
notice of approval delivered to the Trustee or by failure to
express objection to such accounting in writing delivered to the
Trustee within 30 days from the date upon which the accounting
was delivered to the Committee.
(d) Upon receipt by the Trustee of such written approval of
the accounting, or upon the expiration of such 30-day period
without any such objection being delivered in writing to the
Trustee, such accounting shall be deemed to be approved, and the
Trustee shall be released and discharged as to all items, matters
and things set forth in such accounting as if such accounting had
been settled by the decree of a court of competent jurisdiction.
The Trustee nevertheless shall have the right to have its
accounts settled by judicial proceedings if it shall so elect.
(e) The Trustee may accept as true all papers,
certificates, statements and representations of fact that are
presented to the Trustee without the requirement of
investigation, questioning and verification if the Trustee
believes them to be true and authentic.
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(f) The Trustee shall be fully protected from any and all
responsibility for the adequacy of the Trust Fund to meet and
discharge any or all payments under the Plan.
(g) The Trustee shall not be required to determine the
facts concerning eligibility of Employees, their identity, the
amount of benefits payable to a Participant, or the date or
method of payment or disbursement. The Trustee shall rely solely
upon the written advice and direction of the Committee as to any
question of fact.
(h) The Committee shall have the authority, on behalf of
all persons having or claiming any interest in the Trust Fund or
under the Plan, to adjust and settle all claims against the Trust
and to determine all questions with respect to the administration
of the Trust. To the extent permitted by law, the Trustee shall
be fully released from liability to all such persons by receiving
a release which may be given to it by the Committee.
(i) The Trustee shall not be bound by any notice,
direction, requisition, advice or request unless and until it
shall have been received by the Trustee at its principal place of
business.
(j) Any action by the Board of Directors of the Company
pursuant to any of the provisions of this Trust Agreement may be
evidenced by a resolution of such Board certified by the
Secretary or an, assistant secretary of the Company under its
corporate seal. Any action of the Company pursuant to any of the
provisions of this Trust Agreement may be evidenced by a written
instrument signed by any officer of the Company if such officer
has been thereunto authorized by the Board of Directors of the
Company. Any notice, direction, order, request, certification or
instruction of the Committee to the Trustee shall be in writing
and shall be signed either by the chairman of the Committee or by
any two other members of
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the Committee. The Trustee shall be entitled to rely conclusively
upon any and all such notices, directions, orders, requests,
certificates and instructions received by it from the Company or the
Committee, and shall act and be fully protected in acting in accordance
therewith. The Company shall furnish the Trustee from time to time
with a certified copy of the resolution of its Board of Directors
evidencing the appointment and termination of office of any
members of the Committee and of successors to such members, and
the Trustee shall be entitled to rely conclusively upon such
resolutions as evidence of the identity of the members of the
Committee and shall not be charged with notice of any change with
respect thereto until the Trustee shall have been furnished with
a certified copy of a resolution relative to such change.
ARTICLE IX
REMOVAL OR RESIGNATION
(a) The individual who is or any of the individuals who
collectively then may be the Trustee hereunder may resign from
trusteeship hereunder at any time by giving at least 30 days'
written notice of such resignation to the Company, unless the
Company shall accept as adequate a shorter notice period.
(b) The individual who is or any of the individuals who
collectively then may be the Trustee may be removed, with or
without cause, from trusteeship hereunder by the Company upon
written notice of such removal to the Trustee. Such removal
shall be effective immediately upon the delivery of such notice
to the Trustee.
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ARTICLE X
APPOINTMENT OF SUCCESSOR TRUSTEE
(a) The Company shall appoint one or more successors to the
Trustee in the event of a vacancy in the trusteeship resulting
from the resignation, removal or failure of the Trustee to
continue as Trustee hereunder.
(b) Any such successor Trustee shall be designated by an
instrument in writing, copies of which shall be delivered to the
Committee and the former Trustee.
(c) Any such successor Trustee shall have all the rights,
powers, privileges, liabilities and duties of the former Trustee
and may be an individual or individuals, a corporate fiduciary or
fiduciaries or a combination of individual and corporate
fiduciaries.
(d) The actual appointment and qualification of any
successor Trustee to whom the Trust Fund may be transferred are
conditions that must be fulfilled before the resignation or
removal of a Trustee shall become effective.
(e) The transfer of the Trust Fund shall be made coincident
with an accounting by the resigned or removed Trustee, or earlier
at the option of such resigned or removed Trustee.
ARTICLE XI
AMENDMENT
(a) The Company specifically reserves to itself the right
at any time and from time to time to modify or amend this Trust
Agreement in whole or in part; provided, however, that no such
modification or amendment shall increase or change the duties or
liabilities of the Trustee without the Trustee's specific consent
thereto in writing; and provided, further,
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that no such amendment shall divert any part of the Trust Fund to
purposes other than for the exclusive benefit of the Participants,
retired or former Participants or their Beneficiaries.
(b) No such amendment or modification shall become
effective until expressed in writing by the Company and the
acceptance thereof evidenced by the signature of the Trustee upon
such written statement of modification or amendment.
ARTICLE XII
JURISDICTION
(a) This Trust Agreement and the Trust hereby created shall
be construed, regulated and administered under the provisions of
the laws of the State of New Jersey, except to the extent such
laws have been preempted by the Code or ERISA, and the Trustee
shall be liable to account only in the courts of that state or of
the United States. All contributions received by the Trustee
hereunder shall be deemed to have been received in that state.
(b) In the event any provision of this Trust Agreement
shall be held illegal or invalid for any reason, said illegality
or invalidity shall not affect the remaining provisions of this
Trust Agreement, but shall be fully severable, and this Trust
Agreement shall be construed and enforced as if said illegal or
invalid provisions had never been inserted herein.
ARTICLE XIII
GENERAL PROVISIONS
(a) All persons dealing with the Trustee are hereby
released from any necessity for questioning the authority of the
Trustee hereunder or from seeing to the application of any
monies, securities or other property paid or delivered to the
Trustee as a purchase price or
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otherwise; nor shall any such person be required to question any
authorization or direction of the Committee.
(b) The trust herein created shall be known as the
"Automatic Data Processing, Inc. Retirement and Savings Trust".
ARTICLE XIV
TERMINATION
(a) This Trust Agreement and the Trust may be terminated at
any time by the Company upon written notice delivered to the
Trustee. Upon such termination the Trust Fund shall be
liquidated and paid out by the Trustee in accordance with the
written directions of the Committee pursuant to the Plan. Unless
sooner terminated, the Trust created hereunder shall terminate
when there shall be no funds remaining in the hands of the
Trustee hereunder.
(b) If the Trust is terminated, the Trustee, without the
direction or approval of the Committee, may reserve from the
Trust Fund such reasonable amount or amounts as it may deem
necessary to provide for payment of any of its expenses then or
thereafter due or
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payable, the amount of any compensation then or thereafter due to
it, and any sums then or thereafter chargeable against the Trust
Fund for which it may be liable.
* * *
IN WITNESS WHEREOF, the Company, by its duly authorized
officer, and the Trustee have caused this Trust Agreement to be
executed as of the day and year first above
written.
AUTOMATIC DATA PROCESSING, INC.
Josh S. Weston, President
Fred S. Lafer, Trustee
Joseph B. Pirret, Trustee
Arthur F. Weinbach, Trustee