Exhibit 10-b

NORDSON CORPORATION

DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

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                                                                               ----
Purpose                                                                         3

ARTICLE 1    Definitions                                                        3

ARTICLE 2    Selection, Enrollment, Eligibility                                 9

ARTICLE 3    Deferral Commitments/Company Matching/Crediting/Taxes              10

ARTICLE 4    Short-Term Payout; Unforeseeable Financial
               Emergencies; Withdrawal Election                                 15

ARTICLE 5    Retirement Benefit                                                 17

ARTICLE 6    Pre-Retirement Survivor Benefit                                    17

ARTICLE 7    Termination Benefit                                                18

ARTICLE 8    Disability Waiver and Benefit                                      18

ARTICLE 9    Beneficiary Designation                                            19

ARTICLE 10   Leave of Absence                                                   20

ARTICLE 11   Termination, Amendment or Modification                             21

ARTICLE 12   Administration                                                     22

ARTICLE 13   Other Benefits and Agreements                                      23

ARTICLE 14   Claims Procedures                                                  23

ARTICLE 15   Trust                                                              25

ARTICLE 16   Miscellaneous                                                      26

DEFERRED COMPENSATION PLAN
Effective November 3, 2000

The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of Nordson Corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 "Account Balance" shall mean, with respect to a Participant, a credit on the records of the Company equal to the sum of (i) the Deferral Account balance, (ii) the vested Company Contribution Account balance,
(iii) the Restricted Stock Account balance, and (iv) the Rollover Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2 "Annual Company Contribution Amount" shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.3 "Annual Installment Method" shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first payment shall be 1/10 of the Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the Account Balance, calculated as described in this definition. Each annual installment shall be paid on or as soon as practicable after the last business day of the applicable year.

1.4 "Base Salary" shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee's gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts

will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

1.5 "Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.6 "Beneficiary Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.7 "Board" shall mean the board of directors of the Company.

1.8 "Bonus" shall mean any compensation relating to services performed during any calendar year(s), whether or not paid in a calendar year or included on the Federal Income Tax Form W-2 for a calendar year, payable to a Participant as an Employee under any Employer's bonus or cash compensation incentive plans, excluding stock options and restricted stock.

1.9 "Change in Control" shall mean an event described below occurring at any time after the date of the adoption of this Plan:

(i) any person (other than the Company, any of its subsidiaries, any employee benefit plan or employee stock ownership plan of the Company, or any Person organized, appointed, or established by the Company for or pursuant to the terms of any such plan), alone or together with any of its Affiliates or Associates, becomes the Beneficial Owner of 20% or more of the Common Shares then outstanding, or any such Person commences or publicly announces an intent to commence a tender offer or exchange offer the consummation of which would result in the Person becoming the Beneficial Owner of 20% or more of the Common Shares then outstanding (provided, however, that, for purposes of determining whether Eric T. Nord or Evan W. Nord, together with each of their Affiliates or Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Walter G. Nord trust, by the Nord Family Foundation (or any successor to the Nord Family Foundation), and by the Eric and Jane Nord Foundation shall be excluded; for purposes of determining whether the Walter G. Nord Trust, the Nord Family Foundation (or any successor), or the Eric and Jane Nord Foundation, together with each of their Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by Eric T. Nord and by Evan W. Nord shall be excluded; for purposes of determining whether the Nord Family Foundation (or any successor), together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Eric and Jane Nord Foundation will be excluded; and, for purposes of determining whether the Eric and Jane Nord Foundation, together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Nord Family Foundation (or any successor) will be excluded. For purposes of this Section 1.11, the terms "Affiliates," "Associates," "Beneficial Owner," and "Person" will have the meanings given to them in the Restated Rights Agreement, dated as of November 7, 1997, between the Company and National City Bank, as Rights Agent, as amended from time to time.

                  (ii) At any time during a period of 24 consecutive months,
         individuals who were directors of the Company at the beginning of the
         period no longer constitute a majority of the members of the Board,
         unless the election, or the nomination for election by the Company's
         shareholders, of each director who was not a director at the beginning
         of the period is approved by at least a majority of the directors who
         were members of the Board at the time of the election or nomination and
         were directors at the beginning of the period.

                  (iii) A record date is established for determining
         shareholders entitled to vote upon (A) a merge or consolidation of the
         Company with another corporation in which the Company is not the
         surviving or continuing corporation or in which all or part of the
         outstanding Common Shares are to be converted into or exchanged for
         cash, securities, or other property, (B) a sale or other disposition of
         all or substantially all of the assets of the Company, or (C) the
         dissolution of the Company.

                  (iv) Any person who proposes to make a "control share
         acquisition" of the Company, within the meaning of the applicable
         Section of the Ohio General Corporation Law, submits or is required to
         submit an acquiring person statement to the Company.

1.10     "Claimant" shall have the meaning set forth in Section 14.1.

1.11     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

1.12     "Committee" shall mean the Compensation Committee of the Board of
         Directors of the Company.

1.13     "Company" shall mean Nordson Corporation, an Ohio corporation, and any
         successor to all or substantially all of the Company's assets or
         business.

1.14     "Company Contribution Account" shall mean (i) the sum of the
         Participant's Annual Company Contribution Amounts, plus (ii) amounts
         credited in accordance with all the applicable crediting provisions of
         this Plan that relate to the Participant's Company Contribution
         Account, less (iii) all distributions made to the Participant or his or
         her Beneficiary pursuant to this Plan that relate to the Participant's
         Company Contribution Account.

1.15     "Deduction Limitation" shall mean the following described limitation on
         a benefit that may otherwise be distributable pursuant to the
         provisions of this Plan. Except as otherwise provided, this limitation
         shall be applied to all distributions that are "subject to the
         Deduction Limitation" under this Plan. If an Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.10 below, even if such
         amount is being paid out in installments. The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his

         or her Beneficiary (in the event of the Participant's death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which the deductibility of compensation paid or payable to the
         Participant for the taxable year of the Employer during which the
         distribution is made will not be limited by Section 162(m), or if
         earlier, the effective date of a Change in Control. Notwithstanding
         anything to the contrary in this Plan, the Deduction Limitation shall
         not apply to any distributions made after a Change in Control.

1.16     "Deferral Account" shall mean (i) the sum of all of a Participant's
         Deferral Amounts, plus (ii) amounts credited in accordance with all the
         applicable crediting provisions of this Plan that relate to the
         Participant's Deferral Account, less (iii) all distributions made to
         the Participant or his or her Beneficiary pursuant to this Plan that
         relate to his or her Deferral Account.

1.17     " Deferral Amount" shall mean that portion of a Participant's Base
         Salary and Bonus that a Participant elects to have, and is deferred, in
         accordance with Article 3, for any one Plan Year. In the event of a
         Participant's Retirement, Disability (if deferrals cease in accordance
         with Section 8.1), death or a Termination of Employment prior to the
         end of a Plan Year, such year's Deferral Amount shall be the actual
         amount withheld prior to such event.

1.18     "Disability" shall mean a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Participant's Employer's long-term disability plan, or, if a
         Participant does not participate in such a plan, a period of disability
         during which the Participant would have qualified for permanent
         disability benefits under such a plan had the Participant been a
         participant in such a plan, as determined in the sole discretion of the
         Committee. If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan, Disability shall be determined
         by the Committee in its sole discretion.

1.19     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.20     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.21     "Employee" shall mean a person who is an employee of any Employer.

1.22     "Employer(s)" shall mean the Company and any of its subsidiaries (now
         in existence or hereafter formed or acquired) that have been selected
         by the Committee to participate in the Plan and have adopted the Plan
         as a sponsor.

1.23     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.24     "NEST" shall mean the Nordson Corporation Employees Savings Trust Plan.

1.25     "Participant" shall mean any Employee (i) who is selected to
         participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has

         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or property
         settlements resulting from legal separation or divorce.

1.26     "Plan" shall mean the Nordson Corporation Deferred Compensation Plan,
         as amended from time to time.

1.27     "Plan Agreement" shall mean a written agreement, as may be amended by
         the Committee from time to time, which is entered into by and between
         an Employer and a Participant. Should there be more than one Plan
         Agreement, the Plan Agreement bearing the latest date of acceptance by
         the Employer shall supersede all previous Plan Agreements in their
         entirety and shall govern such entitlement.

1.28     "Plan Year" shall, except for the First Plan Year, mean a period
         beginning on January 1 of each calendar year and continuing through
         December 31 of such calendar year.

1.29     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

1.30     "Restricted Stock" shall mean shares of restricted stock granted to the
         Participant under the Company's 1993 Long-Term Performance Plan.

1.31     "Restricted Stock Account" shall mean (i) the sum of the Participant's
         Restricted Stock Amounts, plus (ii) amounts credited/debited in
         accordance with all the applicable crediting/debiting provisions of
         this Plan that relate to the Participant's Restricted Stock Account,
         less (iii) all distributions made to the Participant or his or her
         Beneficiary pursuant to this Plan that relate to the Participant's
         Restricted Stock Account.

1.32     "Restricted Stock Amount" shall mean, for any grant of Restricted
         Stock, the amount of such Restricted Stock deferred in accordance with
         Section 3.6 of this Plan.

1.33     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment pursuant to the Nordson Corporation
         Salaried Employees Pension Plan.

1.34     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.35     "Rollover Account" shall mean the vested account balance that a
         Participant accrued while participating in the Nordson Corporation
         Excess Defined Contribution Retirement Plan (SERP) and which has been
         transferred or rolled over into this Plan.

1.36     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.37     "Stock" shall mean the common shares of the Company or any other equity
         securities of the Company designated by the Committee.

1.38     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.39     "Termination of Employment" shall mean the severing of employment with
         the Company or an Employer, voluntarily or involuntarily, for any
         reason other than Retirement, Disability, or death.

1.40     "Trust" shall mean one or more rabbi trusts established by the Company
         or an Employer in accordance with Article 15 of this Plan as amended
         from time to time.

1.41     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.42     "Years of Vested Service" shall have the meaning as that term is
         defined in the NEST.

                                   ARTICLE 2
                       Selection, Enrollment, Eligibility
                       ----------------------------------

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to
         those employees of an Employer who (i) are officers or key employees of
         an Employer, (ii) received, or would have received but for an election
         to defer compensation under this Plan and any other plan of the
         Company, from the Employer aggregate cash compensation for the prior
         Plan Year (or calendar year for purposes of the initial Plan Year) of
         not less than $100,000, or such higher amount as the Committee may
         decide from time to time, and (iii) are, upon recommendation of the
         President and Chief Executive Officer of the Company, approved for such
         participation by the Committee, in its sole discretion,

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         Employee shall complete, execute and return to the Committee a Plan
         Agreement, an Election Form and a Beneficiary Designation Form, all
         within 30 days (or such other time as the Committee may determine)
         after he or she is selected to participate in the Plan. In addition,
         the Committee shall establish from time to time such other enrollment
         requirements as it determines in its sole discretion are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee
         selected to participate in the Plan has met all enrollment requirements
         set forth in this Plan and required by the Committee, including
         returning all required documents to the Committee within thirty (30)
         days (or such other time as the Committee may determine) after he or
         she is selected to participate in the Plan, that Employee shall
         commence participation in the Plan on the first day of the month
         following the month in which the Employee completes all enrollment
         requirements. If an Employee fails to meet all such requirements within
         the period required, that Employee shall not be eligible to participate
         in the Plan until the first day of the Plan Year following the delivery
         to and acceptance by the Committee of the required documents.

2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in

which the Participant's membership status changes, (ii) prevent the Participant from making future deferral elections and/or (iii) immediately distribute the Participant's then Account Balance as a Termination Benefit and terminate the Participant's participation in the Plan.

3.1 MINIMUM DEFERRALS.

(a) BASE SALARY AND BONUS. For each Plan Year, a Participant may elect to defer, as his or her Deferral Amount, a minimum of at least Five Thousand dollars ($5,000) between his Base Salary and Bonus. If an election is made for less than stated minimum amounts, or if no election is made, the amount deferred shall be zero.

(b) SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the minimum Base Salary deferral shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

RESTRICTED STOCK AMOUNT. For Restricted Stock, a Participant may elect to defer, as his or her Restricted Stock Amount, the following minimum percentage of the Participant's Restricted Stock:

------------------------------------------------------------------
                                            Minimum
           Deferral                       Percentage
------------------------------------------------------------------
        Restricted Stock                      10%
------------------------------------------------------------------

provided, however, that the Restricted Stock Amount shall be no less than the lesser of $20,000 or 100% of the Participant's Restricted Stock.

3.2 MAXIMUM DEFERRAL.

(a) BASE SALARY AND BONUS. For each Plan Year, a Participant may elect to defer, as his or her Deferral Amount, Base Salary and/or Bonus up to the following maximum percentages for each deferral elected:

------------------------------------------------------------------
                                            Maximum
           Deferral                       Percentage
------------------------------------------------------------------
        Base Salary                          100%
------------------------------------------------------------------
        Bonus                                100%
------------------------------------------------------------------

(b) Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the maximum Deferral Amount, with respect to Base Salary and/or Bonus shall be

limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance.

(c) A Participant may elect to defer up to 100% of his or her Restricted Stock.

3.3 ELECTION TO DEFER; EFFECT OF ELECTION FORM.

(a) FIRST PLAN YEAR. In connection with a Participant's commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b) SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, or at such other time as the Committee may determine from time to time, a new Election Form. If no such Election Form is timely delivered for a Plan Year, the Deferral Amount shall be zero for that Plan Year.

(c) RESTRICTED STOCK. For an election to defer Restricted Stock Amounts to be valid: (i) a separate irrevocable Election Form must be completed and signed by the Participant, with respect to such Restricted Stock; and (ii) such Election Form must be timely delivered to the Committee and accepted by the Committee at least six (6) months prior to the date the restrictions applicable to such Restricted Stock lapse.

3.4 WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base Salary portion of the Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus portion of the Deferral Amount shall be withheld at the time the Bonus is or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.

3.5 ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, the Company, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant's Company Contribution Account under this Plan, which amount shall be for that Participant the Annual Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive an Annual Company Contribution Amount for that Plan Year. The Annual Company Contribution Amount, if any, shall be credited as of the last day of the Plan Year. If a Participant is not employed by an Employer as of the last day of a Plan Year other than by reason of his

or her Retirement or death while employed, the Annual Company Contribution Amount for that Plan Year shall be zero.

3.6 RESTRICTED STOCK AMOUNT. Subject to any terms and conditions imposed by the Committee, Participants may elect to defer, under the Plan, Restricted Stock Amounts. Restricted Stock Amounts shall be credited/debited to the Participant on the books of the Employer in connection with such an election at the time the restrictions applicable to the Restricted Stock lapse under the terms of the Company's 1993 Long Term Performance Plan.

3.7 INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable Trust Agreement, including the disposition of Stock and reinvestment of the proceeds in one or more investment vehicles designated by the Committee.

3.8 SOURCES OF STOCK. If Stock is credited under the Plan in the Trust in connection with a deferral of Restricted Stock, the shares so credited shall be deemed to have originated, and shall be counted against the number of shares reserved, under such other plan, program or arrangement.

         (a)      A Participant shall at all times be 100% vested in his or her
                  Deferral Account, Restricted Stock Account and Rollover
                  Account. A Participant shall vest in his or her Company
                  Contribution Account in accordance with the same vesting
                  schedule as set forth in the NEST.

         (b)      Notwithstanding anything to the contrary contained in this
                  Section 3.9, in the event of a Change in Control, a
                  Participant's Company Contribution Account shall immediately
                  become 100% vested (if it is not already vested in accordance
                  with the above vesting schedules).

         (c)      Notwithstanding subsection (a), the vesting schedule for a
                  Participant's Company Contribution Account shall not be
                  accelerated to the extent that the Committee determines that
                  such acceleration would cause the deduction limitations of
                  Section 280G of the Code to become effective. In the event
                  that all of a Participant's Company Contribution Account is
                  not vested pursuant to such a determination, the Participant
                  may request independent verification of the Committee's
                  calculations with respect to the application of Section 280G.
                  In such case, the Committee must provide to the Participant
                  within 15 business days of such a request an opinion from a
                  nationally recognized accounting firm selected by the
                  Participant (the "Accounting Firm"). If the Accounting Firm's
                  opinion is in agreement with the Committee's determination,
                  the opinion shall state that any limitation in the vested
                  percentage hereunder is necessary to avoid the limits of
                  Section 280G and contain supporting calculations. The cost of
                  such opinion shall be paid for by the Company.

3.10     CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be

credited or debited to a Participant's Account Balance in accordance with the following rules:

(a) ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his or her initial deferral election in accordance with
Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.10(c) below) to be used to determine the additional amounts to be credited to his or her Account Balance for each business day thereof in which the Participant commences participation in the Plan and continuing thereafter for each subsequent business day in which the Participant participates in the Plan. Thereafter, the Participant may (but is not required to) elect, either by submitting an Election Form to the Committee that is accepted by the Committee or through any other manner approved by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the additional amounts to be credited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund, all in a manner permitted by the Committee.

(b) PROPORTIONATE ALLOCATION. In making any election described in
Section 3.10(a) above, the Participant shall specify on the Election Form, in increments of five percentage points (5%), the percentage of his or her Account Balance to be allocated to a Measurement Fund (as if the Participant was making an investment in that Measurement Fund with that portion of his or her Account Balance).

(c) MEASUREMENT FUNDS. In the First Plan Year, the following measurement fund, (the "Measurement Fund"), will be used for the purpose of crediting additional amounts to Participant's Account Balance:

- Nordson Corporation Investment Contract Fund

As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund(s). Each such action will take effect as of the first day of the calendar quarter that follows by thirty (30) days the day on which the Committee gives Participants advance written notice of such change.

(d) CREDITING OR DEBITING METHOD. The performance of each elected Measurement Fund (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of the Measurement Funds themselves. A Participant's Account Balance shall be credited or debited on a schedule as determined by the Committee in its sole discretion, as though (i) a Participant's Account Balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such business day, as of the close of business on that business day, at the closing price on such date; (ii) the portion of the Deferral Amount that was actually deferred during any business day were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such business day, no later than the close of business on that business day after the day on which such amounts are actually deferred from the Participant's Base Salary through reductions in his or her

payroll, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant's Account Balance ceased being invested in the Measurement Fund(s), in the percentages applicable to such business day, no earlier than one business day prior to the distribution, at the closing price on such date. The Participant's Company Contributions Amount shall be credited to his or her Company Contribution Account for purposes of this Section 3.10(d) as of the date determined by the Committee.

(e) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Fund, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

(f) SPECIAL RULE FOR RESTRICTED STOCK ACCOUNT. Notwithstanding any provision of this Plan that may be construed to the contrary, any amounts allocated to the Restricted Stock Account can never be reallocated to any other Measurement Fund(s) in this Plan. In addition, all distributions from the Restricted Stock Account must be distributed in Stock.

3.11 FICA AND OTHER TAXES

(a) ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Deferral Amount is being withheld from a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Salary and Bonus that is not being deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes on such Deferral Amount. If necessary, the Committee may reduce the Deferral Amount in order to comply with this Section 3.11.

(b) COMPANY CONTRIBUTION AMOUNTS. When a Participant becomes vested in a portion of his or her Company Contribution Account, the Participant's Employer(s) shall withhold from the Participant's Base Salary and/or Bonus that is not deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant's Company Contribution Account in order to comply with this
Section 3.11.

(c) RESTRICTED STOCK AMOUNTS. For each Plan Year in which a Restricted Stock Amount is being first withheld from a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Salary, Bonus, and

                  Restricted Stock that is not being deferred, in a manner
                  determined by the Employer, the Participant's share of FICA
                  and other employment taxes on such Restricted Stock Amount. If
                  necessary, the Committee may reduce the Restricted Stock
                  Amount in order to comply with this Section 3.11.

3.12     DISTRIBUTIONS. The Participant's Employer, or the trustee of
         the Trust, shall withhold from any payments made to a Participant under
         this Plan all federal, state and local income, employment and other
         taxes required to be withheld by the Employer, or the trustee of the
         Trust, in connection with such payments, in amounts and in a manner to
         be determined in the sole discretion of the Employer and the trustee of
         the Trust.

4.1 SHORT-TERM PAYOUT. In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect to receive a future Short-Term Payout from the Plan with respect to such Deferral Amount. Subject to the Deduction Limitation, the Short-Term Payout shall be a lump sum payment in an amount that is equal to the Annual Deferral Amount plus amounts credited or debited in the manner provided in Section 3.10 above on that amount, determined at the time that the Short-Term Payout becomes payable (rather than the date of a Termination of Employment). Subject to the Deduction Limitation and the other terms and conditions of this Plan, each Short-Term Payout elected shall be paid out within a 60 day period commencing immediately after the last day of any Plan Year designated by the Participant that is at least five Plan Years after the Plan Year in which the Deferral Amount is actually deferred. By way of example, if a five year Short-Term Payout is elected for Deferral Amounts that are deferred in the Plan Year commencing January 1, 2001, the five year Short-Term Payout would become payable within a 60 day period commencing January 1, 2006.

4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to a Short-Term Payout election under Section 4.1 shall not be paid in accordance with Section 4.1 but shall be paid in accordance with the other applicable Article. Moreover, any Short-Term Payout shall be adjusted to take into account any contribution under Section 3.5 above.

4.3 PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to (i) suspend any deferrals required to be made by a Participant and/or (ii) receive a partial or full payout from the Plan. The payout shall not exceed the lesser of the Participant's Account Balance, calculated as if such Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If, subject to the sole discretion of the Committee, the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within 60 days of the date of approval. The payment of any amount under this Section 4.3 shall not be subject to the Deduction Limitation or withdrawal penalty of Section 4.4 below.

4.4 WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his or her Beneficiary) may elect, at any time, to withdraw all of his or her Account Balance, calculated as if there had occurred a Termination of Employment as of the day of the election, less a withdrawal penalty equal to 10% of such amount (the net amount shall be referred to as the "Withdrawal Amount"). This election can be made at any time, before or after Retirement, Disability, death or Termination of Employment, and whether or not the Participant (or Beneficiary) is in the process of being paid pursuant to an installment payment schedule. If made before Retirement, Disability or death, a Participant's Withdrawal Amount shall be his or her Account Balance calculated as if there had occurred a Termination of Employment as of the day of the election. No partial withdrawals of the Withdrawal Amount shall be allowed. The Participant (or his or her Beneficiary) shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the Committee. The Participant (or his or her Beneficiary) shall be paid the Withdrawal Amount within 60 days of his or her election. Once the Withdrawal Amount is paid, the Participant's participation in the Plan shall terminate and the Participant shall not be eligible to participate in the Plan for two full years following and from the date of receiving the Withdrawal Amount. The payment of this Withdrawal Amount shall not be subject to the Deduction Limitation.

5.1 RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant who Retires shall receive, as a Retirement Benefit, his or her Account Balance.

5.2 PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years. Notwithstanding the preceding sentence, if the Participant's Account Balance at the time of his or her Retirement is less than $35,000, payment of his or her Retirement Benefit shall be paid in a lump sum. The Participant may annually change his or her election to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least 12 months prior to the Participant's Retirement and is accepted by the Committee in its sole discretion. The Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the last day of the Plan Year which the Participant Retires. Any payment made shall be subject to the Deduction Limitation.

5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant's unpaid Retirement Benefit payments shall continue and shall be paid to the Participant's Beneficiary (a) over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived, or (b) in a lump sum, if requested by the Beneficiary and allowed in the sole discretion of the Committee, that is equal to the Participant's unpaid remaining

Account Balance.

6.1 PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation, the Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant's Account Balance if the Participant dies before he or she Retires, experiences a Termination of Employment or suffers a Disability.

6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant's Beneficiary shall receive the Pre-Retirement Survivor Benefit in a lump sum. The lump sum payment shall be made no later than 60 days after the last day of the Plan Year in which the Committee is provided with proof that is satisfactory to the Committee of the Participant's death. Any payment made shall be subject to the Deduction Limitation.

7.1 TERMINATION BENEFIT. Subject to the Deduction Limitation, the Participant shall receive a Termination Benefit, which shall be equal to the Participant's Account Balance if a Participant experiences a Termination of Employment prior to his or her Retirement, death or Disability.

7.2 PAYMENT OF TERMINATION BENEFIT. If the Participant's Account Balance at the time of his or her Termination of Employment is less than $35,000, payment of his or her Termination Benefit shall be paid in a lump sum. If his or her Account Balance at such time is equal to or greater than that amount, the Committee, in its sole discretion, may cause the Termination Benefit to be paid in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant experiences the Termination of Employment. Any payment made shall be subject to the Deduction Limitation.

8.1 DISABILITY WAIVER.

(a) WAIVER OF DEFERRAL. A Participant who is determined by the Committee to be suffering from a Disability shall be (i) excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant's Base Salary and/or Bonus for the Plan Year during which the Participant first suffers a Disability and
(ii) excused from fulfilling any existing Restricted Stock Amount. During the period of Disability, the Participant shall not be allowed to make any additional deferral elections, but will continue to be considered a Participant for all other purposes of this Plan.

(b) RETURN TO WORK. If a Participant returns to active employment with an Employer, after a Disability ceases, the Participant may elect to defer Deferral Amount and Restricted Stock Amount for the

Plan Year following his or her return to active employment or service and for every Plan Year thereafter while a Participant in the Plan; provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with
Section 3.3 above.

8.2 CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a Disability shall, for benefit purposes under this Plan, continue to be considered to be employed by an Employer, and shall be eligible for the benefits provided for in Articles 4, 5, 6 or 7 in accordance with the provisions of those Articles. Notwithstanding the above, the Committee shall have the right to, in its sole and absolute discretion and for purposes of this Plan only, and must in the case of a Participant who is otherwise eligible to Retire, deem the Participant to have experienced a Termination of Employment, or in the case of a Participant who is eligible to Retire, to have Retired, at any time (or in the case of a Participant who is eligible to Retire, as soon as practicable) after such Participant is determined to be suffering a Disability, in which case the Participant shall receive a Disability Benefit equal to his or her Account Balance at the time of the Committee's determination; provided, however, that should the Participant otherwise have been eligible to Retire, he or she shall be paid in accordance with Article 5. The Disability Benefit shall be paid in a lump sum within sixty (60) days of the Committee's exercise of such right. Any payment made shall be subject to the Deduction Limitation.

9.1 BENEFICIARY. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

9.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant's spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

9.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries predecease the Participant or die prior to

complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the Participant's estate.

9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to the Committee's satisfaction.

9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits.

                                Leave of Absence
                                ----------------

10.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Deferral Amount shall
         continue to be withheld during such paid leave of absence in accordance
         with Section 3.3.

10.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment of the Employer, the Participant shall
         continue to be considered employed by the Employer and the Participant
         shall be excused from making deferrals until the Participant returns to
         a paid employment status. Upon such return, deferrals shall resume for
         the remaining portion of the Plan Year in which the return occurs,
         based on the deferral election, if any, made for that Plan Year. If no
         election was made for that Plan Year, no deferral shall be withheld.

                                   ARTICLE 11
                     Termination, Amendment or Modification
                     --------------------------------------

11.1     TERMINATION. Although the Company anticipates that it will continue the
         Plan for an indefinite period of time, there is no guarantee that the
         Company will continue the Plan or will not terminate the Plan at any
         time in the future. Accordingly, the Company reserves the right to
         terminate the Plan at any time with respect to any or all of its
         participating Employees, by action of the Committee. Upon the
         termination of the Plan with respect to any Employer, the Plan
         Agreements of the affected Participants who are employed by that
         Employer shall terminate and their Account Balances, determined as if
         they had experienced a Termination of Employment on the date of Plan
         termination or, if Plan termination occurs after the date upon which a
         Participant was eligible to Retire, then with respect to that
         Participant as if he or she had Retired on the date of Plan
         termination, shall be paid to the Participants as follows: Prior to a
         Change in Control, if the Plan is terminated, the Company shall have
         the right, in its sole discretion, and notwithstanding any elections
         made by the Participant, to pay such benefits in a lump sum or pursuant
         to an Annual Installment Method of up to 15 years, with amounts
         credited and debited during the installment period as provided herein.

         After a Change in Control, the Company shall be required to pay such
         benefits in a lump sum within sixty (60) days of a Change in Control.
         The termination of the Plan shall not adversely affect any Participant
         or Beneficiary who has become entitled to the payment of any benefits
         under the Plan as of the date of termination; provided however, that
         the Company shall have the right to accelerate installment payments
         without a premium or prepayment penalty by paying the Account Balance
         in a lump sum or pursuant to an Annual Installment Method using fewer
         years.

11.2     AMENDMENT. The Company may, at any time, amend or modify the Plan in
         whole or in part by the action of the Committee; provided, however,
         that: (i) no amendment or modification shall be effective to decrease
         or restrict the value of a Participant's Account Balance in existence
         at the time the amendment or modification is made, calculated as if the
         Participant had experienced a Termination of Employment as of the
         effective date of the amendment or modification or, if the amendment or
         modification occurs after the date upon which the Participant was
         eligible to Retire, the Participant had Retired as of the effective
         date of the amendment or modification, and (ii) no amendment or
         modification of this Section 11.2 or Section 12.2 of the Plan shall be
         effective. The amendment or modification of the Plan shall not affect
         any Participant or Beneficiary who has become entitled to the payment
         of benefits under the Plan as of the date of the amendment or
         modification; provided, however, that the Company shall have the right
         to accelerate installment payments by paying the Account Balance in a
         lump sum or pursuant to an Annual Installment Method using fewer years.

11.3     EFFECT OF PAYMENT. The full payment of the applicable benefit under
         Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
         obligations to a Participant and his or her designated Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 Administration
                                 --------------

12.1     COMMITTEE DUTIES. This Plan will be administered by the Committee. The
         Committee will, subject to the terms of this Plan, have the authority
         to: (i) approve for participation employees who are recommended for
         participation by the president and Chief Executive Officer of the
         Company, (ii) adopt, alter, and repeal administrative rules and
         practices governing this Plan, (iii) interpret the terms and provisions
         of this Plan, and (iv) otherwise supervise the administration of this
         Plan. All decisions by the Committee will be made with the approval of
         not less than a majority of its members. The Committee may delegate any
         of its authority to any other person or persons that it deems
         appropriate, provided the delegation does not cause this Plan or any
         awards granted under this Plan to fail to qualify for the exemption
         provided by Rule 16b-3, or, if applicable, to meet the requirements of
         the regulations under Section 162(m) of the Code.

12.2     ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
         Company shall be the "Administrator" at all times prior to the
         occurrence of a Change in Control. Upon and after the occurrence of a
         Change in Control, the "Administrator" shall be an independent third
         party selected by the Trustee and approved by the individual who,
         immediately prior to such event, was the Company's President and Chief
         Executive Officer or, if not so identified, the Company's then highest
         ranking officer (the "Ex-President and Chief Executive Officer").

         The Administrator shall have the discretionary power to determine all
         questions arising in connection with the administration of the Plan and
         the interpretation of the Plan and Trust including, but not limited to
         benefit entitlement determinations; provided, however, upon and after
         the occurrence of a Change in Control, the Administrator shall have no
         power to direct the investment of Plan or Trust assets or select any
         investment manager or custodial firm for the Plan or Trust. Upon and
         after the occurrence of a Change in Control, the Company must: (1) pay
         all reasonable administrative expenses and fees of the Administrator;
         (2) indemnify the Administrator against any costs, expenses and
         liabilities including, without limitation, attorney's fees and expenses
         arising in connection with the performance of the Administrator
         hereunder, except with respect to matters resulting from the gross
         negligence or willful misconduct of the Administrator or its employees
         or agents; and (3) supply full and timely information to the
         Administrator or all matters relating to the Plan, the Trust, the
         Participants and their Beneficiaries, the Account Balances of the
         Participants, the date of circumstances of the Retirement, Disability,
         death or Termination of Employment of the Participants, and such other
         pertinent information as the Administrator may reasonably require. Upon
         and after a Change in Control, the Administrator may be terminated (and
         a replacement appointed) by the Trustee only with the approval of the
         Ex-President and Chief Executive Officer. Upon and after a Change in
         Control, the Administrator may not be terminated by the Company.

12.3     AGENTS. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to any Employer.

12.4     BINDING EFFECT OF DECISIONS. All decisions by the Committee, and by any
         other person or persons to whom the Committee has delegated authority,
         shall be final and conclusive and binding upon all persons having any
         interest in the Plan.

12.5     INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless
         the members of the Committee, and any Employee to whom the duties of
         the Committee may be delegated, and the Administrator against any and
         all claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Plan, except in the case
         of willful misconduct by the Committee, any of its members, any such
         Employee or the Administrator.

12.6     EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
         perform its functions, the Company and each Employer shall supply full
         and timely information to the Committee and/or Administrator, as the
         case may be, on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or Termination of Employment of its Participants, and such other
         pertinent information as the Committee or Administrator may reasonably
         require.

                          Other Benefits and Agreements
                          -----------------------------

13.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided.

                                   ARTICLE 14
                                Claims Procedures
                                -----------------

14.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within 60 days
         after such notice was received by the Claimant. All other claims must
         be made within 180 days of the date on which the event that caused the
         claim to arise occurred. The claim must state with particularity the
         determination desired by the Claimant.

14.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, and shall notify the Claimant in
         writing:
         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or
         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:
                  (i)      the specific reason(s) for the denial of the claim,
                           or any part of it;
                  (ii)     specific reference(s) to pertinent provisions of the
                           Plan upon which such denial was based;
                  (iii)    a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary; and
                  (iv)     an explanation of the claim review procedure set
                           forth in Section 14.3 below.

14.3     REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):
         (a)      may review pertinent documents;
         (b)      may submit written comments or other documents; and/or
         (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.

14.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other

         special circumstances require additional time, in which case the
         Committee's decision must be rendered within 120 days after such date.
         Such decision must be written in a manner calculated to be understood
         by the Claimant, and it must contain:
         (a)      specific reasons for the decision;
         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based; and
         (c)      such other matters as the Committee deems relevant.

14.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 14 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.

                                   ARTICLE 15
                                     Trust
                                     -----

15.1     ESTABLISHMENT OF THE TRUST. The Company may establish one or more
         Trusts to which the Company may transfer such assets as the Company
         determines in its sole discretion to assist in meeting its obligations
         under the Plan.

15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Company, Participants and the creditors
         of the Employers to the assets transferred to the Trust.

15.3     DISTRIBUTIONS FROM THE TRUST. Each Employers obligations under the Plan
         may be satisfied with Trust assets distributed pursuant to the terms of
         the Trust, and any such distribution shall reduce the Company's
         obligations under this Plan.

15.4     STOCK TRANSFERRED TO THE TRUST. Notwithstanding any other provision of
         this Plan or the Trust: (i) if Trust assets are distributed to a
         Participant in a distribution which reduces the Participant's
         Restricted Stock Account balance under this Plan, such distribution
         must be made in the form of Stock and (ii) any Stock transferred to the
         Trust in accordance with Section 3.6 may not be otherwise distributed
         or disposed of by the Trustee until at least 6 months after the date
         such Stock is transferred to the Trust.

                                   ARTICLE 16
                                 Miscellaneous
                                 -------------

16.1     STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employee" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

16.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of the Company or an
         Employer. For purposes of the payment of benefits under this Plan, any
         and all of the Company's or an Employer's assets shall be, and remain,
         the general, unpledged unrestricted assets of the Company or an

         Employer, respectively. The Company's or an Employer's obligation under
         the Plan shall be merely that of an unfunded and unsecured promise to
         pay money in the future.

16.3     EMPLOYER'S LIABILITY. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. An Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.4     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

16.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer and the Participant, either expressed or implied. Such
         employment is hereby acknowledged to be an "at will" employment
         relationship that can be terminated at any time for any reason, or no
         reason, with or without cause, and with or without notice, unless
         expressly provided in a written employment agreement. Nothing in this
         Plan shall be deemed to give a Participant the right to be retained in
         the service of any Employer, or to interfere with the right of any
         Employer to discipline or discharge the Participant at any time.

16.6     FURNISHING INFORMATION. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.

16.7     TERMS. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.


16.8     CAPTIONS. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

16.9     GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of Ohio without regard to its conflicts of laws principles.

         NOTICE. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                               Robert E. Veillette
                            Assistant General Counsel
                               Nordson Corporation
                               28601 Clemens Road
                              Westlake, Ohio 44145

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

16.10    SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of the Company Employer and its successors and assigns and the
         Participant and the Participant's designated Beneficiaries.

16.11    SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

16.12    VALIDITY. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

16.13    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.

16.14    COURT ORDER. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the Participant's
         benefits under the Plan in connection with a property settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

16.15    DISTRIBUTION IN THE EVENT OF TAXATION.

         (a)      IN GENERAL. If, for any reason, all or any portion of a
                  Participant's benefits under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee before a Change in Control, or the trustee of the
                  Trust after a Change in Control, for a distribution of that
                  portion of his or her benefit that has become taxable. Upon
                  the grant of such a petition, which grant shall not be
                  unreasonably withheld (and, after a Change in Control, shall
                  be granted), a Participant's Employer shall distribute to the
                  Participant immediately available funds in an amount equal to
                  the taxable portion of his or her benefit (which amount shall
                  not exceed a Participant's unpaid Account Balance under the
                  Plan). If the petition is granted, the tax liability
                  distribution shall be made within 90 days of the date when the
                  Participant's petition is granted. Such a distribution shall
                  affect and reduce the benefits to be paid under this Plan.

         (b)      TRUST. If the Trust terminates in accordance with Section
                  3.6(e) of the Trust and benefits are distributed from the
                  Trust to a Participant in accordance with that Section, the
                  Participant's benefits under this Plan shall be reduced to the
                  extent of such distributions.

16.17    INSURANCE. The Company, on its own behalf or on behalf of the trustee
         of the Trust, and, in its sole discretion, may apply for and procure
         insurance on the life of the Participant, in such amounts and in such
         forms as the Trust may choose. The Company or the trustee of the Trust,
         as the case may be, shall be the sole owner and beneficiary of any such
         insurance. The Participant shall have no interest whatsoever in any
         such policy or policies, and at the request of the Company shall submit
         to medical examinations and supply such information and execute such
         documents as may be required by the insurance company or companies to
         whom the Company has applied for insurance.

16.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company is
         aware that upon the occurrence of a Change in Control, the Board or a
         shareholder of the Company, or of any successor corporation might then
         cause or attempt to cause the Company, or such successor to refuse to
         comply with its obligations under the Plan and might cause or attempt
         to cause the Company to institute, or may institute, litigation seeking
         to deny Participants the benefits intended under the Plan. In these
         circumstances, the purpose of the Plan could be frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant that the Company or any successor corporation has failed to
         comply with any of its obligations under the Plan or any agreement
         thereunder or, if the Company or any other person takes any action to
         declare the Plan void or unenforceable or institutes any litigation or
         other legal action designed to deny, diminish or to recover from any
         Participant the benefits intended to be provided, then the Company
         hereby irrevocably authorizes such Participant to retain counsel of his
         or her choice at the expense of the Company to represent such
         Participant in connection with the initiation or defense of any
         litigation or other legal action, whether by or against the Company or
         any director, officer, shareholder or other person affiliated with the
         Company or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of November 3, 2000.

NORDSON CORPORATION

By: __________________________________
Title: __________________________________

Exhibit 10-e-1

FIRST AMENDMENT
TO
NORDSON CORPORATION
EXCESS DEFINED CONTRIBUTION RETIREMENT PLAN
(November 1, 1987 Restatement)

The Nordson Corporation Excess Defined Contribution Retirement Plan (hereinafter referred to as the "Plan"), as originally established for the benefit of certain designated salaried employees effective as of November 1, 1985, and amended and restated in its entirety effective as of November 1, 1987, is hereby amended further, effective as January 1, 1988, to provide as follows:

1. Section 1.1 of the Plan is amended by the addition of a new paragraph (f) at the end thereof to provide as follows:

(f) The term "Non-Union ESOP" shall mean the Nordson Corporation Non-Union Employees Stock Ownership Plan and Trust in effect on the date of an Employee's retirement, death, or other termination of employment.

2. Sections 2.1 and 2.2 of the Plan are amended to provide as follows:

2.1 ELIGIBILITY. An Employee who is a Participant in the Employees' Savings Trust Plan or the Non-Union ESOP and whose benefits under either Plan have been limited by Section 401(a)(17), Section 402(g)(1), or
Section 415 of the Code, including limitations on tax-deferred and employer-matching contributions, shall be eligible for an excess retirement benefit determined by Section 2.2. In addition, in the event that the Tax Deferred Contributions of an eligible Employee under the Employees' Savings Trust Plan are limited by the provisions of Section 401(a)(17), Section 415, or
Section 402(g)(1) of the Code, such eligible Employee may elect to defer payment of that portion of his compensation that otherwise could have been made as Tax Deferred Contributions but for these limitations. The deferred payment election shall be made in writing by the eligible Employee and delivered to the Company prior to the beginning of a Plan Year. The election shall be irrevocable until the first day of the next Plan Year. Notwithstanding any of the foregoing, any reference in Section 2.1 and 2.2 hereunder to the limitation imposed by Section 402(g)(1) of the Code shall automatically include any amendments to such limitation to reflect cost of living increases.

2.2 AMOUNT. The excess retirement benefit payable to an eligible Employee or his beneficiary shall be an amount equal to the sum of:

(i) the amount, if any, of the limited contributions an eligible Employee elected to defer in Section 2.1, except

that if such limited contributions would be further restricted under the Employees' Savings Trust Plan for a Plan Year to comply with Section 401(k) of the Code with respect to the deferral of compensation by highly compensated employees, the amount determined hereunder shall be similarly limited; plus

(ii) an amount that, when added to the vested interest of such Employee in Employer Matching Contributions under the Employees' Savings Trust Plan, equals the value his vested interest in Employer Matching Contributions would have been on the date distribution commences under the Employees' Savings Trust Plan if the limitations of Section
401(a)(17), Section 415, or Section 402(g)(1) of the Code had not been in effect; plus

(iii) an amount, if any, equal to the value of the vested interest an eligible Employee would have been entitled to receive under the Non-Union ESOP if the limitations of Section 401(a)(17) or Section 415 of the Code had not been in effect.

In determining the value that an eligible Employee's interest under the Employees' Savings Trust Plan and under the Non-Union ESOP would have been if the limitations of Section
401(a)(17), Section 415, or Section 402(g)(1) of the Code had not been in effect as described in (i), (ii), and (iii) above, it shall be assumed that:

(a) his Tax Deferred Contributions and his Employer Matching Contributions under the Employees' Savings Trust Plan and any Employer contributions under the Non-Union ESOP were deposited on the dates such contributions would have otherwise been made to the Employees' Savings Trust Plan or Non-Union ESOP, as applicable, and held in the guaranteed income contract maintained as part of the Guaranteed Fund that holds the largest amount of assets from the Employees' Savings Trust Plan for such year; and

(b) the interest rate actually paid with respect to such guaranteed income contract under the Guaranteed Fund for the Employee's Savings Trust Plan was paid with respect to the contributions that would otherwise have been made under either Plan; and

(c) such interest was reinvested in the Guaranteed Fund for the Employee's Savings Trust on the date and in the same manner as actual interest under the Guaranteed Fund.

* * *

EXECUTED at Westlake, Ohio, this 29th day of May, 1989.

NORDSON CORPORATION

By ______________________
Title:

Exhibit 10-f-1

FIRST AMENDMENT
TO
NORDSON CORPORATION
EXCESS DEFINED BENEFIT PENSION PLAN

The Nordson Corporation Excess Defined Benefit Pension Plan (hereinafter referred to as the "Plan"), as originally established for the benefit of certain designated salaried employees effective as of November 1, 1985, is hereby amended, effective as January 1, 1989, to provide as follows:

1. Section 1.1 of the Plan is amended by the addition of a new paragraph (f) at the end thereof to provide as follows:

(f) The term "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

2. Sections 2.1 and 2.2 of the Plan are amended to provide as follows:

2.1 ELIGIBILITY. An Employee who retires, dies, or otherwise terminates his employment with the Company under conditions which make such Employee or Beneficiary eligible for a benefit under the Salaried Pension Plan, and whose benefits under the Salaried Pension Plan are limited by Section 415 of the Code, or, for periods commencing on and after November 1, 1989, Section 401(a)(17) of the Code, shall be eligible for an excess pension benefit determined by Section 2.2.

2.2 AMOUNT. Subject to the provisions of Article III, the monthly excess pension benefit payable to an Employee or Beneficiary shall be such an amount which, when added to the monthly pension payable (before any reduction applicable to an optional method of payment) under the Salaried Pension Plan to such person, equals the monthly pension benefit that would have been payable (before any reduction applicable to an optional method of payment) under the Salaried Pension Plan to such person if the limitations of Section 415 of the Code and, for periods commencing on and after November 1, 1989, Section 401(a)(17) of the Code were not in effect.

* * *

EXECUTED at Westlake, Ohio, this day of , 1989.

NORDSON CORPORATION

By _______________________________
Title:

Exhibit 10-f-2

SECOND AMENDMENT
TO
NORDSON CORPORATION
EXCESS DEFINED BENEFIT RETIREMENT PLAN

The Nordson Corporation Excess Defined Benefit Retirement Plan (hereinafter referred to as the "Plan"), as originally established for the benefit of certain designated salaried employees effective as of November 1, 1985, and as amended on one subsequent occasion, is hereby further amended, effective upon execution hereof, to add new Section 2.4 as follows:

2.4 VESTING OF BENEFITS. Notwithstanding any provision of the Plan other than Section 6.6 to the contrary, the excess pension benefit of each eligible Employee determined as if he were to terminate employment on December 31, 1993, shall be fully vested and nonforfeitable on December 31, 1993.

EXECUTED at Westlake, Ohio this _______ day of ________, 1993.

NORDSON CORPORATION

By ____________________

Title _________________

Exhibit 10-j

NORDSON CORPORATION
1993 LONG-TERM PERFORMANCE PLAN

(as amended on March 12, 1998)

1. Purpose.

The Nordson Corporation 1993 Long-Term Performance Plan (the "Plan") is designed to foster and promote the long-term growth and performance of the Company by: (a) enhancing the Company's ability to attract and retain qualified Directors and employees and (b) motivating Directors and employees through stock ownership and performance-based incentives. To achieve this purpose, this Plan provides authority for the grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock Appreciation Rights, and other stock and performance-based incentives and the maintenance of an employee stock purchase program.

2. Definitions.

(a) "Affiliate" - This term has the meaning given to it in Rule 12b-2 under the Exchange Act.

(b) "Award" - The grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock Appreciation Rights, Stock Purchase Rights, Cash Awards, and other stock and performance-based incentives under this Plan. When Plan terms may be deemed applicable to Awards granted prior to March 12, 1998, the definition of Awards shall be deemed to include Director Options for such purposes.

(c) "Award Agreement"-- Any agreement between the Company and a Participant that sets forth terms, conditions, and restrictions applicable to an Award.

(d) "Board of Directors" - The Board of Directors of the Company.

(e) "Cash Award" - This term has the meaning given to it in
Section 6 (b) (v).

(f) "Change in Control" - A "Change of Control" will be deemed to occur if at any time after the date of the adoption of this Plan:

(i) any person (other than Nordson Corporation, any of its subsidiaries, any employee benefit plan or employee stock ownership plan of Nordson Corporation, or any Person organized, appointed, or established by Nordson Corporation for or pursuant to the terms of any such plan), alone or together with any of its Affiliates or Associates, becomes the Beneficial Owner of 20% or more of the Common Shares then outstanding, or any such Person commences or publicly announces an intent to commence a tender offer or exchange offer the consummation of which would result in the Person becoming the Beneficial Owner of 20% or more of the Common Shares then outstanding (PROVIDED, HOWEVER, that, for purposes of determining whether Eric T. Nord or Evan W. Nord, together with each of

their Affiliates or Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Walter G. Nord Trust, by the Nord Family Foundation (or any successor to the Nord Family Foundation), and by the Eric and Jane Nord Foundation shall be excluded; for purposes of determining whether the Walter G. Nord Trust, the Nord Family Foundation (or any successor) , or the Eric and Jane Nord Foundation, together with each of their Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by Eric T. Nord and by Evan W. Nord shall be excluded; for purposes of determining whether the Nord Family Foundation (or any successor) together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Eric and Jane Nord Foundation will be excluded; and, for purposes of determining whether the Eric and Jane Nord Foundation, together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Nord Family Foundation (or any successor) will be excluded) . For purposes of this Section 2(f) (i) , the terms "Affiliates, "Associates," "Beneficial Owner," and "Person" will have the meanings given to them in the Restated Rights Agreement, dated as of November 7, 1997, between Nordson Corporation and National City Bank, as Rights Agent, as amended from time to time.

(ii) At any time during a period of 24 consecutive months, individuals who were Directors at the beginning of the period no longer constitute a majority of the members of the Board of Directors, unless the election, or the nomination for election by Nordson Corporation's shareholders, of each Director who was not a Director at the beginning of the period is approved by at least a majority of the Directors who are in office at the time of the election or nomination and were Directors at the beginning of the period.

(iii) A record date is established for determining shareholders entitled to vote upon (A) a merger or consolidation of Nordson Corporation with another corporation in which Nordson Corporation is not the surviving or continuing corporation or in which all or part of the outstanding Common Shares are to be converted into or exchanged for cash, securities, or other property, (B) a sale or other disposition of all or substantially all of the assets of Nordson Corporation, or (C) the dissolution of Nordson Corporation.

(iv) Any person who proposes to make a "control share acquisition" of Nordson Corporation, within the meaning of Section 1701.01(Z) of the Ohio General Corporation Law, submits or is required to submit an acquiring person statement to Nordson Corporation.

(g) "Code" - The Internal Revenue Code of 1986, or any law that supersedes or replaces it, as amended from time to time.

(h) "Committee" - The Compensation Committee of the Board of Directors, or any other committee of the Board of Directors that the Board of Directors authorizes to administer this Plan. The Committee will be constituted in a manner that satisfies all applicable legal requirements, including satisfying the "non-employee director" standard set forth in Rule 15b-3, if applicable. In addition, as applicable, the Committee or a subcommittee thereof will be constituted in a manner consistent with the "outside director" standard set forth in the

regulations under Section 162(m) of the Code.

(i) "Common Shares" or "shares" - Common Shares without par value of Nordson Corporation, including authorized and unissued shares and treasury shares.

(j) "Company" - Nordson Corporation, an Ohio corporation, and its direct and indirect subsidiaries.

(k) "Continuing Director" - A Director who was a Director prior to a Change in Control or was recommended or elected to succeed a Continuing Director by a majority of the Continuing Directors then in office.

(1) "Director" - A director of Nordson Corporation.

(m) "Director Option" - A right to purchase Common Shares granted to certain Directors under provisions of the Plan in effect prior to March 12, 1998, or under the Nordson Corporation 1989 Stock Option Plan.

(n) "Exchange Act" - Securities Exchange Act of 1934, and any law that supersedes or replaces it, as amended from time to time.

(o) "Fair Market Value" of Common Shares - The value of the Common Shares determined by the Committee, or pursuant to rules established by the Committee on a basis consistent with regulations under the Code, except that, "Fair Market Value" for purposes of Section 6(a) hereof shall be as defined thereunder.

(p) "Holder" - The Participant or eligible transferee (as such eligibility may be determined from time to time by the Committee) who holds an Award.

(q) "Incentive Stock Option" - A Stock Option that meets the requirements of Section 422 of the Code.

(r) "Notice of Award" - Any notice by the Committee to a Participant that advises the Participant of the grant of an Award or sets forth terms, conditions, and restrictions applicable to an Award.

(s) "Participant" - Any person to whom an Award has been granted under this Plan.

(t) "Restricted Stock" - An Award of Common Shares that are subject to restrictions or risk of forfeiture.

(u) "Rule 16b-3" - Rule l6b-3 under the Exchange Act, or any rule that supersedes or replaces it, as amended from time to time.

(v) "Stock Appreciation Right" - This term has the meaning given to it in Section 6 (b) (i).

(w) "Stock Award" - This term has the meaning given to it in
Section 6 (b) (ii).

(x) "Stock Equivalent Unit" - An Award that is valued by reference to the value of Common Shares.

(y) "Stock Option" - This term has the meaning given to it in
Section 6 (b) (iii).

(z) "Stock Purchase Right" - This term has the meaning given to it in Section 6(b) (iv).

3. Eligibility.

All employees of the Company and its Affiliates and all Directors are eligible for the grant of Awards. The selection of the employees and Directors to receive Awards will be within the discretion of the Committee. More than one Award may be granted to the same employee or Director.

4. Common Shares Available for Awards; Adjustment.

(a) Number of Common Shares. The aggregate number of Common Shares that may be subject to Awards granted under this Plan in any fiscal year of the Company during the term of this Plan will be equal to the sum of (i) three percent (3.0%) of the number of Common Shares outstanding as of the first day of that fiscal year plus (ii) the number of Common Shares that were available for the grant of Awards, but not granted, under this Plan in previous fiscal years; provided that, in no event will the number of Common Shares available for the grant of Awards in any fiscal year exceed three and one-half percent (3.5%) of the Common Shares outstanding as of the first day of that fiscal year. The aggregate number of Common Shares that may be issued upon exercise of Incentive Stock Options is 1,000,000.

The assumption of awards granted by an organization acquired by the Company, or the grant of Awards under this Plan in substitution for any such awards, will not reduce the number of Common Shares available in any fiscal year for the grant of Awards under this Plan.

Common Shares subject to an Award that is forfeited, terminated, or canceled without having been exercised (other than Common Shares subject to a Stock Option that is canceled upon the exercise of a related Stock Appreciation Right) will again be available for grant under this Plan, without reducing the number of Common Shares available in any fiscal year for grant of Awards under this Plan.

(b) No Fractional Shares. No fractional shares will be issued, and the Committee will determine the manner in which the value of fractional shares will be treated.

(c) Adjustment. In the event of any change in the Common Shares by reason of a merger, consolidation, reorganization, recapitalization, or similar transaction, or in the event of a stock dividend, stock split, or distribution to shareholders (other than normal cash dividends), the Committee will adjust the number and class of shares that may be issued under this Plan (including the number of Common Shares that may be subject to Awards granted to any Participant in any fiscal

year under Section 6(a)), the number and class of shares subject to outstanding Awards, the exercise price applicable to outstanding Awards, and the Fair Market Value of the Common Shares and other value determinations applicable to outstanding Awards.

5. Administration.

(a) Committee. This Plan will be administered by the Committee. The Committee will, subject to the terms of this Plan, have the authority to: (i) select the eligible employees and Directors who will receive Awards, (ii) grant Awards, (iii) determine the number and types of Awards to be granted to employees and Directors, (iv) determine the terms, conditions, vesting periods, and restrictions applicable to Awards, (v) adopt, alter, and repeal administrative rules and practices governing this Plan, (vi) interpret the terms and provisions of this Plan and any Awards granted under this Plan,
(vii) prescribe the forms of any Notices of Award, Award Agreements, or other instruments relating to Awards, and (viii) otherwise supervise the administration of this Plan. All decisions by the Committee will be made with the approval of not less than a majority of its members.

(b) Delegation. The Committee may delegate any of its authority to any other person or persons that it deems appropriate, provided the delegation does not cause this Plan or any Awards granted under this Plan to fail to qualify for the exemption provided by Rule 16b-3, or, if applicable, to meet the requirements of the regulations under Section 162(m) of the Code.

(c) Decisions Final. All decisions by the Committee, and by any other person or persons to whom the Committee has delegated authority, will be final and binding on all persons.

6. Awards.

(a) Grant of Awards. The Committee will determine the type or types of Awards to be granted to each Participant and will set forth in the related Notice of Award or Award Agreement the terms, conditions, vesting periods, and restrictions applicable to each Award. Awards may be granted singly or in combination or tandem with other Awards. In addition, the number of Common Shares that may be subject to Stock Options or Stock Appreciation Rights granted to any Participant in any fiscal year of the Company during the term of the Plan which Stock Options or Stock Appreciation Rights have an exercise price greater than or equal to the Fair Market Value of the underlying Common Shares on the date of grant may not exceed 100,000 Common Shares. Awards may also be granted in replacement of, or in substitution for, other awards granted by the Company, whether or not granted under this Plan; without limiting the foregoing, if a Participant pays all or part of the exercise price or taxes associated with an Award by the transfer of Common Shares or the surrender of all or part of an Award (including the Award being exercised), the Committee may, in its discretion, grant a new Award to replace the Common Shares that were transferred or the Award that was surrendered. The Company may assume awards granted by an organization acquired by the Company or may grant Awards in replacement of, or in substitution for, any such awards.

For purposes of this Section 6 (a), "Fair Market Value"

of Common Shares shall mean, on any particular date, (a) if the Common Shares are listed on a national securities exchange, the closing price as reported for composite transactions on the exchange for the last day on which trades are reported prior to that particular date, (b) if the Common Shares are not listed on an exchange but transactions in the Common Shares are reported in the NASDAQ National Market System, the closing price as reported in the NASDAQ National Market System for the last day on which trades are reported prior to that particular date, and (c) if either of the methods referred to in (a) or (b) become impracticable for any reason, the value determined using a method established by the Committee on a basis consistent with regulations under the Code.

(b) Types of Awards. Awards may include, but are not limited to, the following:

(i) Stock Appreciation Right - a right to receive a payment, in cash or Common Shares, equal to the excess of (A) the Fair Market Value, or other specified valuation, of a specified number of Common Shares on the date the right is exercised over (B) the Fair Market Value, or other specified valuation, on the date the right is granted, all as determined by the Committee. The right may be conditioned upon the occurrence of certain events, such as a Change in Control of the Company, or may be unconditional, as determined by the Committee.

(ii) Stock Award - An Award that is made in Common Shares, Restricted Stock, or Stock Equivalent Units or that is otherwise based on, or valued in whole or in part by reference to, the Common Shares. All or part of any Stock Award may be subject to conditions, restrictions, and risks of forfeiture, as and to the extent established by the Committee. Stock Awards may be based on the Fair Market Value of the Common Shares, or on other specified values or methods of valuation, as determined by the Committee.

(iii) Stock Option - A right to purchase a specified number of Common Shares, during a specified period, and at a specified exercise price, all as determined by the Committee. A Stock Option may be an Incentive Stock Option or a Stock Option that does not qualify as an Incentive Stock Option. In addition to the terms, conditions, vesting periods, and restrictions established by the Committee, Incentive Stock Options must comply with the requirements of Section 422 of the Code. The exercise price of a Stock Option that does not qualify as an Incentive Stock Option may be more or less than the Fair Market Value of the Common Shares on the date the Stock Option is granted.

(iv) Stock Purchase Right - A right to participate in a stock purchase program, including but not limited to a stock purchase program that meets the requirements of Section 423 of the Code.

Among other requirements, Section 423 currently provides that (A) only employees of Nordson Corporation, or of any direct or indirect subsidiary of Nordson Corporation designated by the Committee, may receive Stock Purchase Rights that qualify under Section 423 ("Section 423 Rights"), (B) Section 423 Rights may not. be granted to any Participant who, immediately after the Section 423 Rights are granted, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of Nordson Corporation, (C) Section 423 Rights must be granted to all employees of Nordson Corporation, and of any

direct or indirect subsidiary of Nordson Corporation designated by the Committee, except that there may be excluded (1) employees who have been employed less than two years, (2) employees whose customary employment is 20 hours or less per week, (3) employees whose customary employment is f or not more than five months in any calendar year, and (4) highly compensated employees (within the meaning of Section 414(q) of the Code) , (D) all employees granted
Section 423 Rights must have the same rights and privileges, except that the number of Common Shares that may be purchased by any employee upon exercise of
Section 423 Rights may bear a uniform relationship to the total compensation, or the basic or regular rate of compensation, of the employee, (E) the exercise price of Section 423 Rights may not be less than the lesser of (1) eighty-five percent (85%) of the Fair Market Value of the Common Shares at the time Section 423 Rights are granted, or (2) eighty-five percent (85%) of the Fair Market Value of the Common Shares at the time the Section 423 Rights are exercised; (F)
Section 423 Rights cannot be exercised after the expiration of 27 months from the date the Section 423 Rights are granted, and {G) no employee may be granted
Section 423 Rights, under this Plan and any other plans of Nordson Corporation and its subsidiaries, that permit the purchase of Common Shares with a Fair Market Value of more than $25,000 (determined at the time the Section 423 Rights are granted) in any calendar year.

(v) Cash Award - An Award denominated in cash. All or part of any cash award may be subject to conditions established by the Committee, including but not limited to future service with the Company or the achievement of specific performance objectives.

7. Director Options.

(a) Suspension of Director Options. Prior to March 12, 1998, Director Options were automatically granted to Directors of the Corporation pursuant to and in accordance with a formula grant program set forth in the Plan. From and after March 12, 1998, no further Director Options shall be granted hereunder and the formula grant program referenced above shall be suspended; provided, however, that Directors shall remain eligible to receive grants of Awards hereunder in accordance with the eligibility standards set forth in Section 3 hereof.

(b) Treatment of Outstanding Director Options. Any Director Option granted to a Director under provisions of the Plan in effect prior to March 12, 1998, or under the Nordson Corporation 1989 Stock Option Plan, will continue to be subject to the terms and conditions set forth on Schedule 1 hereto.

(c) Further Amendment of the Plan. Upon the exercise, expiration or termination of all outstanding Director Options, this Plan shall be deemed automatically amended to delete in its entirety Schedule 1 hereto and to remove from the provisions hereof all references to "Director Option" or "Director Options." The Plan shall be deemed further amended to the extent necessary to make all modifications to the Plan to effect such amendment, including, without limitation, the removal of all references to "Director Option" or "Director Options" and any revisions to section designations and cross references as may be appropriate and necessary.

8. Deferral of Payment.

With the approval of the Committee, the delivery of the Common Shares, cash, or any combination thereof subject to an Award (other than Director Options) may be deferred, either in the form of installments or a single future delivery. The Committee may also permit selected Participants to defer the payment of some or all of their Awards, as well as other compensation, in accordance with procedures established by the Committee to assure that the recognition of taxable income is deferred under the Code. Deferred amounts may, to the extent permitted by the Committee, be credited as cash or Stock Equivalent Units. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and dividend equivalents on Stock Equivalent Units.

9. Payment of Exercise Price.

The exercise price of a Stock Option (other than an Incentive Stock Option), Director Option, Stock Purchase Right, and any Stock Award for which the Committee has established an exercise price may be paid in cash, by the transfer of Common Shares, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods, as and to the extent permitted by the Committee. The exercise price of an Incentive Stock Option may be paid in cash, by the transfer of Common Shares, or by a combination of these methods, as and to the extent permitted by the Committee at the time of grant, but may not be paid by the surrender of all or part of an Award. The Committee may prescribe any other method of paying the exercise price that it determines to be consistent with applicable law and the purpose of this Plan.

In the event shares of Restricted Stock are used to pay the exercise price of a Stock Award, a number of the Common Shares issued upon the exercise of the Award equal to the number of shares of Restricted Stock used to pay the exercise price will be subject to the same restrictions as the Restricted Stock.

10. Taxes Associated with Award.

Prior to the payment of an Award, the Company may withhold, or require a Participant to remit to the Company, an amount sufficient to pay any Federal, state, and local taxes associated with the Award; provided, however, that if a Stock Option has been transferred and the Participant does not pay such taxes on the date of exercise, such taxes will be paid by reducing the number of Common Shares to be received upon exercise. The Committee may, in its discretion and subject to such rules as the Committee may adopt, permit a Participant to pay any or all taxes associated with the Award (other than an Incentive Stock Option) in cash, by the transfer of Common Shares, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods. The Committee may permit a Participant to pay any or all taxes associated with an Incentive Stock Option in cash, by the transfer of Common Shares, or by a combination of these methods.

11. Termination of Employment.

If the employment of a Participant terminates for any reason, all unexercised, deferred, and unpaid Awards may be exercisable or paid only in accordance with rules established by the Committee. These rules may provide, as the Committee deems appropriate, for the expiration, continuation, or acceleration of the vesting of all or part of the Awards.

12. Termination of Awards under Certain Conditions.

The Committee may cancel any unexpired, unpaid, or deferred Awards held by a Holder at any time if the Holder is not in compliance with all applicable provisions of this Plan or with any Notice of Award, Award Agreement, Committee action or documentation relating to the Award, or if the Participant, without the prior written consent of the Company, engages in any of the following activities:

(i) Renders services for an organization, or engages in a business, that is, in the judgment of the Committee, in competition with the Company.

(ii) Discloses to anyone outside of the Company, or uses for any purpose other than the Company's business, any confidential information or material relating to the Company, whether acquired by the Participant during or after employment with the Company.

The Committee may, in its discretion and as a condition to the exercise of an Award by a Holder, require a Holder to acknowledge in writing that he or she is in compliance with all applicable provisions of this Plan and of any Notice of Award, Award Agreement, Committee action or documentation relating to the Award, and, in the case of a Participant, has not engaged in any activities referred to in clauses (i) and (ii) above.

13. Change in Control.

In the event of a Change in Control of the Company, unless and to the extent otherwise determined by the Board of Directors, (i) all Stock Appreciation Rights, Stock Options, and other Stock Purchase Rights then outstanding will become fully exercisable as of the date of the Change in Control, (ii) all restrictions and conditions applicable to Restricted Stock and other Stock Awards will be deemed to have been satisfied as of the date of the Change in Control, and (iii) all Cash Awards will be deemed to have been fully earned as of the date of the Change in Control. Any such determination by the Board of Directors that is made after the occurrence of a Change in Control will not be effective unless a majority of the Directors then in office are Continuing Directors and the determination is approved by a majority of the Continuing Directors.

14. Amendment, Suspension, or Termination of this Plan; Amendment of Outstanding Awards.

(a) Amendment, Suspension, or Termination of this Plan. The Board of Directors may amend, suspend, or terminate this Plan at any time. Shareholder approval for any such amendment will be required only to the extent necessary to comply with the rules of the NASDAQ National Market System or any other exchange or quotation system on which the

Common Shares are traded or quoted, the rules and regulations related to Incentive Stock Options, Section l62(m) of the Code, or any other applicable legal requirements.

(b) Amendment of Outstanding Awards. The Committee may, in its discretion, amend the terms of any Award, prospectively or retroactively, but no such amendment may impair the rights of any Holder without his or her consent. The Committee may, in whole or in part, waive any restrictions or conditions applicable to, or accelerate the vesting of, any Award.

15. Awards to Foreign Nationals and Employees Outside the United States.

To the extent that the Committee deems appropriate to comply with foreign law or practice and to further the purpose of this Plan, the Committee may, without amending this Plan, (i) establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed outside the United States, or both, including rules that differ from those set forth in this Plan, and (ii) grant Awards to such Participants in accordance with those rules.

16. Nonassignability.

Unless otherwise determined by the Committee, (i) no Award granted under this Plan may be transferred or assigned by the Holder other than by Designation of Beneficiary, or, if none, by will, pursuant to the laws of descent and distribution, or pursuant to a qualified domestic relations order and (ii) an Award granted under this Plan may be exercised, during the Holder's lifetime, only by the Holder or by the Holder s guardian or legal representative; except that, no Incentive Stock Option or Section 423 Right may be transferred or assigned pursuant to a qualified domestic relations order or exercised, during the Participant's lifetime, by the Participant's guardian or legal representative. "Designation of Beneficiary" shall mean the person(s) or entity whom the Holder has designated by a transfer on death or other designation of beneficiary to receive the Holder's option on the Holder's death in accordance with such procedures established from time to time by the Committee.

17. Governing Law.

The interpretation, validity, and enforcement of this Plan will, to the extent not otherwise governed by the Code or the securities laws of the United States, be governed by the law of the State of Ohio.

18. Rights of Employees.

Nothing in this Plan will confer upon any Participant the right to continued employment by the Company or limit in any way the Company's right to terminate any Participant's employment at will.

19. Effective and Termination Dates.

(a) Effective Date. The effective date of this Plan is March 10, 1993.

(b) Termination Date. This Plan will continue in effect until terminated by the Board of Directors.

Schedule 1

Director Options

(Unless otherwise defined herein, defined terms shall have the meanings ascribed to them in the Plan.)

1. EXPIRATION DATE. Unless terminated earlier pursuant to the next sentence, each Director Option will terminate, and the right of the holder to purchase Common Shares upon exercise of the Director Option will expire, at the close of business on the tenth anniversary date of the date of grant. Each Director Option will terminate, and the right of the holder to purchase Common Shares upon exercise of the Director Option will expire, upon the completion of a transaction of the type identified in Section 2(f) (iii) of the Plan, but only if provision satisfactory to the Committee is made for the payment to the holder of the Director Option of the excess of (i) the Fair Market Value of the Common Shares subject to the Director Option immediately prior to the completion of the transaction over (ii) the exercise price.

2. CONTINUOUS SERVICE AS A DIRECTOR. No Director Option may be exercised unless the Non-Employee Director to whom the Director Option was granted has continued to be a Non-Employee Director from the time of grant through the time of exercise, except as provided in this Section 2. For purposes of this Section 2, Non-Employee Director means a Director who is not an employee of the Company.

(a) If the service in office of a Non-Employee Director is terminated due to the death of the Non-Employee Director, the Non-Employee Director's estate, executor, administrator, personal representative, or beneficiary will have the right to exercise any Director Options held by the Non-Employee Director at the time of his or her death in whole or in part prior to the earlier of (i) 12 months after the date of the holder's death and (ii) the expiration of the Director Option.

(b) If a Non-Employee Director ceases to be a Non-Employee Director by reason of his employment by the Company, any Director Options granted to that Non-Employee Director and held by the Non-Employee Director at the time of his or her employment by the Company will be treated the same as Stock Options held by employees and will continue to be exercisable prior to the expiration of the Director Option, subject to the limitations on exercise following termination of employment established by the Committee pursuant to
Section 11 of the Plan.

(c) If the service in office of a Non-Employee Director is terminated for any reason other than those set forth in Sections 2(a) and 2 (b), any Director Options held by the terminated Non-Employee Director at the time of his or her termination may be exercised in whole or in part only with the consent of the Committee. In any such event, the consent of the Committee must be obtained and the Director Option exercised prior to the earlier of (i) three months after the date of the termination of service in office of a Non-Employee Director and (ii) the expiration of the Director Option.

3. FAIR MARKET VALUE FOR PURPOSES OF DIRECTOR OPTIONS. For purposes of Director Options, the Fair Market Value of Common Shares on any particular date means, (a) if the Common Shares are listed on a national securities exchange, the closing price as reported for composite transactions on the exchange for the last day on which trades are reported prior to that particular date, (b) if the Common Shares are not listed on an exchange but transactions in the Common Shares are reported in the NASDAQ National Market System, the closing price as reported in the NASDAQ National Market System for the last day on which trades are reported prior to that particular date, and (c) if either of the methods referred to in (a) or (b) become impracticable for any reason, the value determined using a method established by the Committee on a basis consistent with regulations under the Code.

Exhibit 10-k

NORDSON CORPORATION

1988 AMENDED AND RESTATED
STOCK APPRECIATION RIGHTS PLAN

1. PURPOSE. The purpose of this 1988 Stock Appreciation Rights Plan (the "Plan") is to provide to optionees under stock options heretofore or hereafter granted pursuant to the Nordson Corporation 1979 Employees Stock Option Plan (the "Nonqualified Stock Option Plan"), the Nordson Corporation 1982 Incentive Stock Option Plan, and any other stock option plan of Nordson Corporation ("Nordson") now or hereafter in effect an alternative method of realizing the benefits provided by such stock options and, in the case of the Nonqualified Stock Option Plan, a supplemental benefit in connection with the exercise of stock options granted thereunder.

2. DEFINITIONS. As used in the Plan:

(a) "Stock Appreciation Rights" means any of the rights, including Limited Rights, granted pursuant to Section 3 of the Plan;

(b) "Change of Control" means, and shall be deemed to have taken place upon the occurrence of, one or more of the following events:

(i) Any Person (other than Nordson, any of its subsidiaries, any employee benefit plan or employee stock ownership plan of Nordson or of any of its subsidiaries, or any Person organized, appointed, or established by Nordson or any of its subsidiaries for or pursuant to the terms of any such plan), alone or together with any of its Affiliates or Associates, becomes the Beneficial Owner of 20% or more of the Common Shares then outstanding, any such Person is declared to be an Adverse Person by the Board of Directors, or any such Person commences or publicly announces an intent to commence a tender offer or exchange offer the consummation of which would result in the Person becoming the Beneficial Owner of 20% or more of the Common Shares then outstanding (Provided, however, that, for

purposes of determining whether Eric T. Nord or Evan W. Nord, together with each of their Affiliates or Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Walter G. Nord Trust and by the Nordson Foundation shall be excluded and, for purposes of determining whether the Walter G. Nord Trust or the Nordson Foundation, together with each of their Affiliates and Associates, is the Beneficial-Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by Eric T. Nord and by Evan W. Nord shall be excluded). For purposes of this clause (i), the terms "Adverse Person," "Affiliates," "Associates," "Beneficial Ownership," and "Person" shall have the meanings given to them in the Rights Agreement, dated as of August 26, 1988, between Nordson and AmeriTrust Company National Association, as Rights Agent, as amended from time to time.

(ii) At any time during a period of 24 consecutive months, individuals who were Directors of Nordson at the beginning of the period no longer constitute a majority of Nordson's Directors, unless the election, or the nomination for election by Nordson's shareholders, of each of the new Directors was approved by at least a majority of the Directors who were in office at the time of the election or nomination and were Directors at the beginning of the period.

(iii) A record date is established for determining shareholders entitled to vote upon a merger or consolidation of Nordson with another corporation in which Nordson is not the surviving or continuing corporation or in which all or part of the outstanding Common Shares are to be converted into or exchanged for cash, securities, or other property; a sale or other disposition of all or substantially all of the assets of Nordson; or the liquidation and dissolution of Nordson.

(iv) Any person who proposes to make a "control share acquisition" of Nordson, within the meaning of
Section 1701.01(Z)(1) of the Ohio General Corporation Law, submits or is required to submit an acquiring Person statement to Nordson.

(c) "Committee" means the committee provided for in
Section 8 of the Plan;

(d) "Common Shares" means Common Shares with a par value of $1 each of Nordson or, in accordance with the adjustment provisions in any employee stock option plan under which any stock option is outstanding, the class of shares subject to the stock option;

(e) "Fair market value" of Common Shares on any date that the Common Shares are listed on a national securities exchange shall

mean the closing price as reported for composite transactions on the exchange for the last date on which trades are reported prior to such date; "fair market value" of Common Shares on any date that transactions in the Common Shares are reported in the NASDAQ National Market System shall mean the closing price as reported in the NASDAQ National Market System for the last date on which trades are reported prior to such date.

(f) "Limited Right" shall mean a Stock Appreciation Right that becomes exercisable, as provided in Section 4(e), only upon the occurrence of a Change in Control.

(g) "Outstanding stock option" means a stock option to purchase Common Shares granted by Nordson pursuant to any employees stock option plan of Nordson now or hereafter in effect to the extent that the stock option has not been exercised and has not terminated; and

(h) "Spread" means the excess of the fair market value of a Common Share on the date when a Stock Appreciation Right is exercised over the option price provided for in the related stock option.

3. GRANT OF STOCK APPRECIATION RIGHTS.

(a) The Committee may from time to time define the terms of and grant Stock Appreciation Rights, including Limited Rights, subject to the terms of this Plan, with respect to all or part of any outstanding stock option (including any outstanding stock option simultaneously granted), whether or not the stock option is exercisable at the time of grant.

(b) Stock Appreciation Rights shall entitle the optionee to receive either:

(i) upon exercise of the Stock Appreciation Rights and surrender of all or part of the related stock option, an amount equal to 100% of the spread on the date of exercise multiplied by the number of Common Shares in respect of which the Stock Appreciation Rights are exercised; or

(ii) upon exercise of Stock Appreciation Rights specifically designated by the Committee as eligible for such payment, and exercise of all or part of a related stock option granted under the Nonqualified Stock Option Plan (or any other stock option plan of Nordson not providing for the grant of "incentive stock options" as that term is defined in Section 422A of the Internal Revenue Code), a cash payment in an amount equal to the percentage designated by the Committee of the spread on the date of exercise multiplied by the number of Common Shares in respect of which the related stock option is exercised.

Amounts payable under clause (i) may be paid by Nordson in whole Common Shares (taken at their fair market value on the date of exercise), in cash, or partly in whole Common Shares and partly in cash, as the Committee shall determine. The determination as to such manner of payment may be made by the Committee at the time of the grant of the Stock Appreciation Rights or at any time thereafter and shall be subject to change from time to time.

(c) The grant of Stock Appreciation Rights shall be evidenced by a notice to the optionee signed by or on behalf of the Committee, which notice shall describe the Stock Appreciation Rights, specify the related stock option, and state that the Stock Appreciation Rights are subject to the terms and provisions of the Plan.

(d) Stock Appreciation Rights may not be granted with respect to stock options to purchase more than 450,000 Common Shares. If any Stock Appreciation Rights expire or cease to be exercisable for any reason other than exercise of the Stock Appreciation Rights or of the related stock option, further Stock Appreciation Rights may be granted in

respect of the Common Shares subject to the expired Stock Appreciation Rights.

4. EXERCISE OF STOCK APPRECIATION RIGHTS.

(a) Stock Appreciation Rights which are held by an optionee who is a Director or officer of Nordson and which are payable wholly or partly in cash may not be exercised until the expiration of six months after the date of grant, except in the event of the death or disability of the optionee. In any case, Stock Appreciation Rights may be exercised only at a time when the related stock option may be exercised. No Stock Appreciation Right may be exercised at any time when the fair market value of the Common Shares subject to the related option does not exceed the option price.

(b) An optionee who is a Director or officer of Nordson may exercise Stock Appreciation Rights, other than Limited Rights, only during the period beginning on the third business day following the date of release for publication by Nordson of quarterly or annual summary statements of sales and earnings and ending on the twelfth business day following such release. Limited Rights do not need to be exercised within this period.

(c) Stock Appreciation Rights may be exercised only in writing and, in the case of Stock Appreciation Rights under clause (b)(i) of
Section 3, only to the extent accompanied by surrender to Nordson, unexercised, of all or part of the related stock option.

(d) Common Shares subject to stock options surrendered upon exercise of the related Stock Appreciation Rights under clause
(b)(i) of Section 3 shall not be available for the granting of further stock options under any employees stock option plan of Nordson, anything in such

stock option plan to the contrary notwithstanding.

(e) Limited Rights may be exercised only during the 30-day period beginning upon the occurrence of a Change in Control; provided, however, that if the Change in Control occurs within the six-month period following the date of the grant of any Limited Right, those Limited Rights will be exercisable during the 30-day period beginning six months after the date of grant.

(f) In the event of any change in the Common Shares subject to stock options in respect of which Stock Appreciation Rights have been granted by reason of a merger, consolidation, reorganization, or other corporate transaction or of a stock dividend, stock split, or other capital adjustment, the total number and class of shares subject to stock options in respect of which Stock Appreciation Rights may thereafter be granted under the Plan and the number and class of shares subject to each outstanding stock option in respect of which Stock Appreciation Rights have theretofore been granted under the Plan shall be appropriately adjusted by the Committee, whose determination shall be final.

5. ASSIGNABILITY. Stock Appreciation Rights may not be transferred or assigned by the optionee otherwise than by will or the laws of descent and distribution or apart from the related stock option and may be exercised during the optionee's lifetime only by him or by his guardian or legal representative.

6. AMENDMENT, SUSPENSION, OR TERMINATION OF STOCK APPRECIATION RIGHTS. The Committee may at any time amend, suspend, or terminate any Stock Appreciation Rights theretofore granted under the Plan. In case of an amendment, the amended Stock Appreciation Rights shall be in accordance with the Plan. In addition, Stock Appreciation

Rights shall terminate and may no longer be exercised upon the earlier of (a) exercise or termination of the related stock option or (b) any termination date specified by the Committee at the time the Stock Appreciation Rights are granted.

7. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors may at any time amend or terminate the Plan, although no such amendment, without shareholder approval, may (a) materially increase the benefits accruing to the optionees to whom Stock Appreciation Rights have been granted under the Plan, (b) materially increase the Stock Appreciation Rights which may be granted under the Plan (except in accordance with the provisions of
Section 4(e)), or (c) materially modify the requirements as to eligibility for participation under the Plan.

8. ADMINISTRATION. The Plan shall be administered by the Compensation Committee of Nordson's Board of Directors appointed by and serving during the pleasure of Nordson's Board of Directors. No Director who has at any time within one year been eligible to participate in the Plan, or in any employee stock purchase plan or in any other stock option or Stock Appreciation Rights plan of Nordson or any of its affiliates, may serve as a member of the Committee. The Committee shall have full power and authority to grant Stock Appreciation Rights and to interpret the provisions and to supervise the administration of the Plan. All decisions of the Committee shall be made by not less than a majority of its members and shall be final.

9. COMMON SHARES. The Common Shares to be issued or delivered upon the exercise of Stock Appreciation Rights may be authorized and unissued or treasury shares as the Committee may from time to time determine.

10. EFFECTIVE DATE. This Plan shall become effective when adopted by Nordson's Board of Directors, subject to approval by Nordson's shareholders within 12 months before or after such adoption.

Adopted by the Board of Directors
October 27, 1988