ANALYSTS INTERNATIONAL CORP
EX-10.I
<DOCUMENT>
<TYPE>EX-10.I
<SEQUENCE>3
<FILENAME>a2026388zex-10_i.txt
<DESCRIPTION>EX-10.I
<TEXT>

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           TRUST UNDER THE ANALYSTS INTERNATIONAL CORPORATION SPECIAL
                            EXECUTIVE RETIREMENT PLAN

      This Agreement made as of October 21, 1992, by and between Analyst
International Corporation (Company) and Norwest Bank Minneapolis (Trustee).

      WHEREAS, Company has adopted the nonqualified deferred compensation Plan
as listed in Appendix A.

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

      WHEREAS, 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 Company's creditors in the event of Company's Insolvency, as herein
defined, until paid to Plan participants and their beneficiaries in such manner
and at such times as specified in the Plan;

      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
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;

      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 the assets identified in
Appendix B, 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


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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 and
this Trust Agreement shall be mere unsecured contractual rights of Plan
participants and their beneficiaries against Company. Any assets held by the
Trust will be subject to the claims of 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.

      (f) Upon a Change of Control, Company shall, as soon as possible, but in
no event longer than 5 days following the Change of Control, as defined herein,
make an irrevocable contribution to the Trust in an amount that is sufficient to
pay each Plan participant or beneficiary the benefits to which Plan participants
or their beneficiaries would be entitled pursuant to the terms of the Plan(s) as
of the date on which the Change of Control occurred.

      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 the Plan), 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 payments 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 shall be determined by Company or such party as it shall
designate under the Plan, and any claim for such benefits shall be considered
and reviewed under the procedures set out in the Plan.

      (c) Company may make payment of benefits directly to Plan participants or
their beneficiaries as they become due under the terms of the Plan. 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, Company shall make the balance of each such payment as it falls due.
Trustee shall notify Company where principal and earnings are not sufficient.


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      SECTION 3.  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST PLAN
PARTICIPANT WHEN COMPANY IS INSOLVENT.

      (a) Trustee shall cease payment of benefits to Plan participants and their
beneficiaries if 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 Officer 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 at any time Trustee has determined that Company is Insolvent,
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 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 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, Company shall have no right or power to direct Trustee to return to
Company or to divert to others any of the Trust


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assets before all payment of benefits have been made to Plan participants and
their beneficiaries pursuant to the terms of the Plan.

      SECTION 5.  INVESTMENT AUTHORITY.

      (a) 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 Trustee, and shall in no event be exercisable by or rest
with Plan participants.

      Company shall have the right, at anytime, 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.   DUTIES AND POWERS OF TRUSTEE

      (a) The general responsibilities of the Trustee shall be as follows:

           (1) Except as expressly otherwise provided herein, the Trustee shall
have exclusive authority and discretion to manage and control the assets held in
the Trust.
           (2) The Trustee shall hold, administer, invest and reinvest, and
disburse the Trust Fund in accordance with the powers and subject to the
restrictions stated herein.

      (b) Trustee shall discharge its duties hereunder solely

           (1)  for the exclusive purpose of:

                (a) providing benefits to each Plan participant and other
persons entitled to benefits under each Plan participant's Plan; and

                (b) defraying reasonable expenses of administering the Trust;
and

           (2) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims.

      (c) With respect to the Trust and subject only to the limitations
expressly provided in this Agreement, Trustee shall have the following powers,
rights and duties in addition to those vested in it elsewhere in this Agreement
or by law:


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           (1) To receive and hold all contributions paid to it.

           (2) To manage, operate, sell, contract to sell, grant options with
respect to, convey, exchange, partition, transfer, abandon, improve, repair,
insure, lease for any term (although commencing in the future or extending
beyond the term of this Trust Agreement) and otherwise deal with all property,
real or personal, in such manner, for such considerations, and on such terms and
conditions as Trustee shall decide.

           (3) To borrow from anyone such amount or amounts of money as Trustee
considers desirable to carry out the purpose of this Trust and for that purpose
to mortgage or pledge all or any part of the Trust Fund.

           (4) To retain in cash (pending investment, reinvestment or payment of
benefits) any reasonable portion of the Trust Fund and to deposit cash in any
depositary selected by it, including deposits in itself or its affiliates,
provided such deposits bear a reasonable rate of interest.

           (5) To compromise, contest, arbitrate, settle or abandon claims and
demands.

           (6) To begin, maintain or defend any litigation necessary in
connection with the investment, reinvestment or administration of the Trust.

           (7) To have all rights of an individual owner, including the power to
give proxies to vote stocks, to join in or oppose (alone or jointly with others)
voting trusts, mergers, consolidations, foreclosures, reorganizations,
recapitalizations or liquidations, and to exercise or sell stock subscription or
conversion rights.

           (8) To hold securities or other property in the name of Trustee or
its nominee, or nominees, or in such other form as it determines best, with or
without disclosing the trust relationship, provided the records of Trustee shall
indicate the actual ownership of such securities or other property.

           (9) To retain any funds or property subject to any dispute without
liability for the payment of interest, and to decline to make payment or
delivery thereof until final adjudication is made by a court of competent
jurisdiction.

           (10) To pay any tax, charge or assessment attributable to any benefit
which, in Trustee's opinion, it shall or may be required to pay out of such
benefit; and to require before making any payment such release or other document
from any taxing authority and such indemnity from the Plan participant as
Trustee shall deem necessary for its protection.

           (11) To employ actuaries, agents, attorneys, investment counsel,
accountants or other persons (who also may be employed by or represent the
Company) for such purposes as Trustee considers desirable.

           (12) To furnish the Company with such information in Trustee's
possession as the Company may need for tax or other purposes.


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           (13) To perform any and all other acts in its judgment necessary or
appropriate for the proper and advantageous management, investment and
distribution of the Trust Fund.

      (d) Except as otherwise expressly provided herein, Trustee shall have
exclusive authority and discretion to invest and reinvest the principal and
income of the Trust in real or personal property of any kind and shall do so
with the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with
like aims. Trustee shall diversify the investments of the Trust Fund by
corporate or individual trustees in or to certain kinds, types, or classes of
investments or limiting the value or proportion of the Trust assets that may be
invested in any one property or kind, type, or class of investment. Investments
and reinvestments shall be subject to the above standard, and without limiting
the generality of the foregoing, shall also be subject to the following:

      (1) The Trustee may invest and reinvest principal and income of the Trust
in common, preferred, and other stocks of any corporation (except stock in
Company other than a deminimis amount); voting trust certificates; interests in
investment trusts, including without limiting the generality thereof,
participations issued by an investment company as defined in the Investment
Company Act of 1940, as from time to time amended; bonds, notes, and debentures,
secured or unsecured; mortgages on real or personal property; conditional sales
contracts; and real estate and leases.

      (2) The Trustee may invest and reinvest the principal and income of the
Trust through any common or collective trust fund or pooled investment fund
maintained by Trustee for the collective investment of funds held by it in a
fiduciary capacity. The provisions of the document governing any such common or
collective trust fund as it may be amended from time to time shall govern any
investment therein and are hereby made a part of this Trust Agreement.

      (3) Trustee may invest and reinvest principal and income of the Trust in
deposits (including savings accounts, savings certificates, and similar
interest-bearing instruments or accounts) in itself or its affiliates, provided
such deposits bear a reasonable rate of interest.

      (4) 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.

      (5) 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.

      (e) Trustee shall be entitled to reasonable fees for its services
hereunder. Such fees and any expenses incurred by Trustee in connection with the
Trust held hereunder (including expenses and


<PAGE>

fees of persons employed by it) shall be charged to the Trust. To the extent
that the Trust does not pay such fees and expenses, they shall be paid by
Company. Company shall reimburse the Trust to the extent the Trust pays such
fees and expenses out of funds not allocated for such fees or expenses.

      (f) The Trustee shall maintain accurate and detailed records and accounts
of all transactions hereunder. Within thirty (30) days following the close of
each calendar quarter, or following the close of such other reporting period as
may be agreed upon by Trustee and Company, Trustee shall file with Company a
written account setting forth the balance in the Trust Fund at the beginning of
the period. Trustee shall also file a written account listing the property held
in the Fund as of the close of each period.

      (g) As soon as practicable following the close of each fiscal year of the
Trust and following the effective date of the removal or resignation of any
trustee, Trustee shall file with Company a written report setting forth all
transactions with respect to the Trust during such fiscal year or during the
period from the close of the last fiscal year to the date of such removal or
resignation and listing the assets of the Trust and the market value thereof as
of the close of the period covered by such report.

      (h) Upon the receipt by Trustee of Company's written approval of any such
written account or report, or upon the lapse of ninety (90) days after Company's
receipt of each written account or report, said written account or report shall
be deemed to be approved by it except as to matters, if any, covered by written
objections theretofore delivered to Trustee by Company regarding which Trustee
has not given an explanation or made adjustments satisfactory to it. Trustee, to
the extent permitted by law, shall be released and discharged as to all items,
matters, and things set forth in such written account or report other than the
matters covered in such written objections as provided herein. Trustee,
nevertheless, shall have the right to have its accounts approved by judicial
proceedings if it so elects, in which event Trustee and Company shall be the
only necessary parties. Further, in the event that Company duly delivers to the
Trustee written objections to any matters set forth in any such written account
or report and said objections are not explained or adjusted to the satisfaction
of Company, each shall likewise have the right to have Trustee's accounts
reviewed by judicial proceedings if it so elects, in which event Trustee and
Company shall be the only necessary parties.

      (i) Trustee shall have no obligation to enforce a Plan participant's Plan
on behalf of a Plan participant except to pay out Trust Funds if and when
deposited with Trustee pursuant to this Trust Agreement.

      (j) If Trustee receives notice from any Plan participant objecting to and
disputing Company's determination or the creditor's written allegation that is
Insolvent, Trustee shall notify Company and the creditor alleging Insolvency, if
any, of its or the Plan participant's objection (the "Objection Notice").
Trustee shall resume payments, including any benefits suspended, within 15 days
from the date on which Trustee sends its Objection Notice to Company unless
Company or the creditor receives an injunctive relief order from a court of
competent jurisdiction in the State of Minnesota enjoining Trustee from making
further disbursements under this Trust Agreement because such court has
determined that the Company is Insolvent. Upon resumption of such payments, the
first payment following such discontinuance shall include the aggregate amount
of all payments which


<PAGE>

would have been made to each Plan participant (together with interest at a
simple annual rate equal to the Base Rate as of the date payments were
suspended) in accordance with such Plan participant's Plan. If a court of
competent jurisdiction in the State of Minnesota determines that the Company
is Insolvent, the Trustee shall deliver Trust Assets to satisfy claims of the
Company's general creditors as directed by a court of competent jurisdiction.

      (k) The Trustee may, in its sole discretion, disburse money or properties
to a Plan participant in advance of the date such payments are due pursuant to a
Plan participant's Plan (hereinafter called "Advance Payment") to the extent
funds in the Trust are available for such purpose, if (a) the Trustee determines
that a Plan participant has a financial need for an Advance Payment for an
unanticipated emergency caused by an event beyond such Plan participant's
control that results in severe financial hardship and (b) such Plan participant
no longer serves as an employee of the Company. After any Advance Payment by the
Trustee pursuant to this Section 4.05, all subsequent payments to such Plan
participant pursuant to the Plan participant's Plan shall be reduced by the
percentage which the amount of the Advance Payment made to such Plan participant
bears to the actuarially determined present value (utilizing a discount rate
equal to the Base Rate as of the date of the Advance Payment) of all the unpaid
benefits established by the Plan participant's Plan on such date.

      SECTION 8.  CHANGES OF TRUSTEE

      (a) Trustee may resign at any time by written notice to Company, which
shall be effective 30 days after receipt of such notice unless Company and
Trustee agree otherwise.

      (b) Company's Chief Executive Officer with the consent of all
Beneficiaries may remove Trustee by giving thirty (30) days' advance written
notice to Trustee, subject to providing the removed Trustee with a copy of the
successor trustee's acceptance of the trusteeship. Company's Chief Executive
Officer shall appoint a successor Trustee. The consent of each Plan participant
shall be sent to Trustee pursuant to Section 10(e).

      (c) If Trustee resigns or is removed, it shall promptly transfer and
deliver the assets of the Trust to the successor trustee, after reserving such
reasonable amount as it shall deem necessary to provide for its fees, expenses,
and any sums chargeable against the Trust Fund for which it may be liable.
Within 120 days, the resigned or removed trustee shall furnish to Company and
the successor trustee an account of its administration of the Trust from the
date of its last account. Each successor trustee shall succeed to the title to
the Trust Fund vested in his predecessor without the signing or filing of any
further instrument, but any resigning or removed trustee shall execute all
documents and do all acts necessary to vest title to any successor trustee. Each
successor shall have all the powers,rights and duties conferred by this
Agreement as if originally named trustee. No successor trustee shall be
personally liable for any act or failure to act of a predecessor trustee.

      (d) 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 30 days after receipt of notice of
resignation, removal or transfer, unless Company extends the time limit.


<PAGE>

      (e) If Trustee resigned or is removed, a successor shall be appointed, in
accordance with this Section 8, by the effective date of resignation or removal
under paragraph(s) (A) 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 9.  AMENDMENT AND TERMINATION

      (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(s) 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(s). 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(s), Company may terminate
this Trust prior to the time all benefit payments under the Plan(s) have been
made. All assets in the Trust at termination shall be returned to Company.

      SECTION 10.  MISCELLANEOUS

      (a) 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.

      (b) No person dealing with Trustee shall be required to see to the
application of any money paid or property delivered to Trustee, or to determine
whether or not Trustee is acting pursuant to any authority granted to it under
the Trust Agreement.

      (c) The Company hereby agrees to indemnify the Trustee for and to hold it
harmless against any and all liabilities, losses, costs or expenses (including
legal fees and expenses) of whatsoever kind and nature which may be imposed on,
incurred by or asserted against Trustee at any time by reason of the Trustee's
service under this Trust Agreement if Trustee did not act dishonestly or in
willful or negligent violation of the law or regulation under which such
liability, loss, cost or expense arose.

      (d) Evidence required by anyone under this Trust Agreement may be by
certificate, affidavit, document or other instrument which the person acting in
reliance thereon considers pertinent and reliable, and signed, made or presented
by the proper party.

      (e) Any notice or consent required under this Trust Agreement shall be in
writing and shall be deemed to have been duly given or served if delivered in
person or deposited in the United States mail, return receipt requested, and
sent to the address set forth next to such party's signature, at the end of this
Trust Agreement, or if to a person not a party to this Trust Agreement, to the
address


<PAGE>

designated by a party to this Trust Agreement in the foregoing manner.
Any party may change his address by giving notice in writing, stating his new
address, to the other party. Commencing on the tenth (10th) day after the giving
of such notice, such newly designated address shall be such party's address for
the purpose of all notices and consents permitted or required to be given or
served under this Trust Agreement. For purposes of this Trust Agreement, the
date on which any notice or consent is sent shall be the date of the United
States postmark stamped on the "Receipt for Certified Mail" or on the envelope
in which the notice or consent is mailed in. For purposes of this Section 10(e),
each Plan participant shall be treated as a party to this Trust Agreement. Any
notice or consent required to be sent to a Plan participant under this Trust
Agreement shall be sent to such Plan participant at the address set forth next
to such Plan participant's name in Exhibit A. Unless otherwise provided herein,
any notice or consent required to be sent by the Company pursuant to this Trust
Agreement shall be signed by the Chief Executive Officer and Chief Financial
Officer of the Company.

      (f) 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.

      (g) This Trust Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and no other counterpart need be
produced.

      (h) This Trust Agreement shall be governed by and construed in accordance
with the laws of Minnesota.

      (i) This Trust Agreement shall be binding on Company and Trustee and their
successors. Nothing in this Trust Agreement shall alter, change or modify a Plan
participant's Plan.

      (j) For purposes of this Trust Agreement, the terms in this subparagraph
have the meanings as indicated herein.

      "Trust Fund" shall mean all money and the fair market value of all
property contributed pursuant to Article III herein by the Company and all
investments made therewith and proceeds thereof and all earnings and profits
thereon, less the payments made by the Trustee as authorized herein.

      "The Plan" shall refer to the agreement entered into between the Company
and each Plan participant and attached hereto as Exhibit B. Each Plan may be
amended from time to time by agreement between the Company and each Plan
participant. The Company shall deliver any amendment to a Plan within thirty
(30) days of such amendment's effective date.

      "Key Employees" shall mean members of a select group of management
or highly compensated employees who negotiated additional, nonqualified
arrangements with the Company and whom the Company has selected in its sole
discretion to pay through the Trust.

      "Person" shall mean any individual, firm, partnership, trust or other
entity, and shall include any successor (by merger or otherwise) of such
activity.

      "Change of Control" shall mean either of the following:


<PAGE>

      (a) the earlier to occur of (i) a public announcement that a person or
group of "Affiliated" or "Associated" persons (an "Acquired Person") acquired
or obtained the right to acquire "Beneficial Ownership" of 20% or more of the
outstanding Common Shares of the Company or (ii) the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the Beneficial Ownership by a Person or
group of 30% or more of the outstanding Common Shares; or

      (b) the successful acquisition of control of the Company's voting
securities in a tender offer or other transaction which is not approved by a
majority of the Company's current Board of Directors.

      "Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 20% or more of the Common Shares of the
company then outstanding, but shall not include the Company, any Subsidiary (as
such term is hereinafter defined) of the Company or any employee benefit plan of
the Company or any Subsidiary of the Company, or any entity holding Common
Shares of the company for or pursuant to the terms of any such plan.

      "Affiliate" and "Associate" shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect
on the date designated above.

      "Beneficial Owner" a Person shall be deemed the "Beneficial Owner" of and
shall be deemed to "beneficially own" any securities:

      (a) which such Person or any of such Person's Affiliates of Associates
beneficially owns, directly or indirectly;

      (b) which such Person or any of such Person's Affiliates or Associates has
(i) the right to acquire (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise; PROVIDED, HOWEVER, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, securities tendered
pursuant to a tender or exchange offer made by or on behalf of such Person or
any of such Person's Affiliates or Associates until such tendered securities are
accepted for purchase or exchange; or (ii) the right to vote pursuant to any
agreement, arrangement or understanding; PROVIDED, HOWEVER, that a Person shall
not be deemed the Beneficial Owner of, or to beneficially own, securities
tendered pursuant to a tender or exchange offer made by or on behalf of such
Person or any of such Person's Affiliates or Associates until such tendered
securities are accepted for purchase or exchange; or (ii) the right to vote
pursuant to any agreement, arrangement or understanding; PROVIDED, HOWEVER, that
a Person shall not be deemed the Beneficial Owner of, or to beneficially own,
any security if the agreement, arrangement or understanding to vote such
security (A) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations of the Exchange Act
and (B) is not also then reportable on Schedule 13D under the


<PAGE>

Exchange Act (or any comparable or successor report); or

      (c) which are beneficially owned, directly or indirectly, by any other
Person with which such Person or any of such Person's Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting (except to the extent contemplated by the provision to Section
1.09(b)(ii)(B)) or disposing of any securities of the Company.

      (d) The "Base Rate" shall mean the rate publicly announced by Norwest Bank
Minneapolis, N.A. from time to time as its prime rate; the Bank may lend to its
customers at rates that are at, above, or below the prime rate.

SECTION 11.  EFFECTIVE DATE

      The effective date of this Trust Agreement shall be October 20, 1992.

      IN WITNESS WHEREOF, Company and Trustee have caused these presents to be
signed by their duly authorized officers the day and year first above written.

ANALYSTS INTERNATIONAL CORPORATION


By  /s/ Thomas R. Mahler
    ---------------------------------------------
    Thomas R. Mahler, Corporate Secretary
    ---------------------------------------------
    Typed name and Title


NORWEST BANK MINNEAPOLIS, AS TRUSTEE


By  /s/ Mark A. Anderson
    ---------------------------------------------
    Mark A. Anderson, Assistant Vice President
    ---------------------------------------------
    Typed name and Title

</TEXT>
</DOCUMENT>
