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4-24-2000
Exhibit 10(p)

MINNTECH CORPORATION  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS INSTRUMENT amends and restates the Minntech Corporation Supplemental Executive Retirement Plan effective as of April 1, 2000. The Plan was
originally established effective as of April 1, 1995.

Sec. 1.Purpose of Plan.The purpose of this Plan is to
permit a select group of management employees and directors to defer a portion of their compensation to a later date and to provide these employees and directors with supplemental retirement benefits
as set forth herein.

Sec. 2.Definitions.When used in this Plan, the
following terms shall have the meanings assigned below:

2.1Board."Board" is the Board of Directors of Minntech Corporation.

2.2Covered Compensation."Covered Compensation" is the base salary earned by the Participant for the
Plan Year. For a Board member, "Covered Compensation" is directors' fees.

2.3Deferred Compensation."Deferred Compensation" is the portion of a Participant's Covered
Compensation and Incentive Compensation which the Participant has elected to defer under Sec. 3.1 of this Plan.

2.4Incentive Compensation."Incentive Compensation" is the Participant's annual cash bonus accrued by
the Employer on the last day of the Plan Year and payable thereafter to the Participant.

2.5Minntech."Minntech" is Minntech Corporation, a Minnesota corporation. Minntech Corporation is the
administrator of the Plan. The chief financial officer of Minntech is authorized to perform general administrative functions under the Plan on behalf of Minntech.

2.6Participant.A "Participant" is any executive or management level employee of Minntech who meets
all of the following requirements: (i) the individual has become a "participant" in the Retirement Plan, (ii) the individual is an executive officer of Minntech, (iii) the
individual is a highly compensated employee as defined in Internal Revenue Code Section 414(q) (or in the case of an individual who became an employee of Minntech during the current Plan Year or the
previous Plan Year, he or she would be such a highly compensated employee if he or she had received compensation from Minntech during the preceding Plan Year equal to the individual's current annual
rate of compensation), and (iv) the individual is a member of a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974. "Participant" also means any Board member. Each such employee or Board member shall continue to be eligible to contribute to this Plan until such
individual ceases to be an employee or Board member who meets the requirements described above; provided, however, that the individual shall continue to be a Participant for purposes of the provisions
of this Plan other than Sec. 3 until his or her benefits are fully paid. The Board, from time to time, may provide by resolution for additional positions that will qualify for participation in this
Plan, provided, however, that any such employee must satisfy clauses (iii) and (iv) of the first sentence of this section.

2.7Plan Year.The "Plan Year" is the 12 month period ending on each March 31.

2.8Retirement Plan.The "Retirement Plan" is the Minntech Corporation Profit Sharing and Retirement
Plan, as it may be amended from time to time.

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Sec. 3.Deferred Compensation and Other Credits.

3.1Deferral Election.Each Participant may elect to have treated as Deferred Compensation amounts
which are earned or ascertained subsequent to the date of such election, subject to the following:



3.2Profit Sharing Make-up Credits.A Participant may be eligible to receive additional credits to a
separate account established under this Plan to make up for the limit imposed on Discretionary Contributions under the Retirement Plan by Section 401(a)(17) of the Internal Revenue Code. Any such
credits shall be determined as follows:



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3.3Matching Credits.A Participant may be eligible to receive additional Matching Credits to a
separate account established under this Plan. Any such credits shall be determined as follows:



3.4Participant Accounts.No Participant shall derive any rights or benefits in or to any assets of
Minntech solely from the establishment or maintenance of accounts on the books of Minntech for purposes of this Plan.

Sec. 4.Deemed Investment of Deferrals.

4.1Election of Deemed Investment.Each Participant shall designate the form and percentages of deemed
investment options in Sec. 4.2 at the time of his or her first annual election of Deferred Compensation on a form provided by Minntech (or at the time the Participant first receives a credit under
Sec. 3.2, if earlier). The Participant may change the form or percentages of deemed investment options during his or her period of employment or directorship with Minntech by filing a new form with
Minntech or its
designated agent. The new investment options shall apply to the period commencing as soon as administratively feasible following the date on which the change is received by

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Minntech or its designated agent (as determined by Minntech or its designated agent in its sole discretion) and ending on the day before the effective date of a subsequent election. All elections must
be expressed in whatever increments for each investment option Minntech or its designated agent may establish from time to time. The Participant may file separate elections for the deemed investment
of the existing account balance and the deemed investment of future deferrals and credits.

4.2Investment Options.Prior to the time any benefit is actually paid to the Participant as provided
below, the Participant's accounts shall be increased by the gain or decreased by the loss (the "adjustment") determined on the basis of the following forms of investments as selected by the
Participant as in effect from time to time during the period after each amount was credited to the Participant's accounts.



If
an investment option becomes unavailable, Minntech may replace the option with one that maintains similar investment characteristics. Minntech may in its sole discretion add additional options or
delete options at any time.

4.3Account Information.The selection of investments by which adjustments to the Participant's
accounts will be determined shall be solely for the purpose of establishing a method of calculating the adjustments in such accounts and shall not obligate Minntech to set aside any assets or to
invest any assets it may set aside in such investment or in any particular type of investment. Adjustments shall be determined in each fund by Minntech no less often than annually, and Minntech's
determination shall be final. Minntech shall provide each Participant with a report of the account values as of the end of each Plan Year, or more frequently.

Sec. 5.Distributions From Accounts.

5.1Termination with Minntech.Following termination of employment or directorship with Minntech, the
Participant shall receive cash distribution of his or her accounts at the time and in the manner specified by the Participant under Sec. 5.2.

5.2Timing and Form of Distribution.At the time of initial enrollment in the Plan, Participants shall
elect to have their accounts distributed to them (or their beneficiaries) at the times and in the manner provided below. Such elections shall be made in writing and are irrevocable.

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5.3Distribution to Beneficiary.If the Participant is deceased, the distribution shall be payable to
the beneficiary of the Participant in the form payable to the Participant hereunder. Minntech, in its sole discretion, may accelerate the payment of benefits under this Plan to the Participant's
beneficiary.

Sec. 6.Distributions for Financial
Hardship.Participants may withdraw any portion of their accounts without regard to the provisions of Sec. 5 in the event the Participant, in the sole
discretion of Minntech, has incurred, or will incur, an immediate and heavy financial hardship.



Sec. 7.Funding.Nothing in this Plan shall be
construed as permitting a Participant or beneficiary to claim any security for the fulfilling of the obligations of Minntech hereunder, and the Participant or
beneficiary shall look only to the general assets of Minntech for the satisfaction of Minntech's obligations. Minntech is not required to invest in any property to secure its obligations

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under this Plan. If Minntech should invest in property to fund its obligations under this Plan, Minntech shall be the sole owner of such property, and the Participant, beneficiary and estate shall
have no rights in said property. If Minntech obtains an insurance contract in connection with its obligations under this Plan, the Participant shall cooperate with Minntech and shall execute any
documents reasonably requested by Minntech to obtain such insurance.

Sec. 8.Designation of Beneficiary.Each Participant
shall file with Minntech a written designation of the person or persons to receive the benefits under this Plan in the event of the Participant's death. This right of the Participant shall include the
right to name and change primary and contingent beneficiaries. Any designation of beneficiaries shall be effective only when filed by the Participant in writing with Minntech during the Participant's
lifetime. In the absence of such written designation, or if all the beneficiaries so named predecease the Participant, the individuals in the first of the following classes in which there is a
survivor, share and share alike, shall be considered the designated beneficiary:



Sec. 9.Claims Procedure.

9.1Claims Procedure and Review.A Participant or beneficiary may make a claim for Plan benefits within
the time and in the manner described herein. Such claim shall be made within 60 days after the claim arises by filing a written request with the chief financial officer of Minntech. The claim shall be
determined by Minntech within 90 days after the receipt of the written claim. Notice of Minntech's
decision shall be communicated to the claimant in writing. If the claim is denied, the notice shall include the specific reasons for the denial (including reference to pertinent Plan provisions), a
description of any additional material or information necessary for Minntech to reconsider the claim, the reasons for any of such additional material or information, and an explanation of the review
procedure.

9.2Appeal.The claimant or a duly authorized representative may, within 60 days after receiving such
written notice, request the president of Minntech to review Minntech's decision. The president shall afford the claimant a hearing and the opportunity to review all pertinent documents and submit
issues and comments orally or in writing and shall render a review decision in writing within 60 days after receipt of request for review. The review proceeding shall be conducted in accordance with
the rules and regulations adopted from time to time by the president of Minntech.

9.3Attorneys' Fees and Costs of Litigation.If a Participant or beneficiary who has exhausted the
above claims procedure subsequently brings an action in court and receives a final judgment that he or she is entitled to a greater benefit than Minntech had determined, Minntech shall reimburse the
individual for all reasonable attorneys' fees and related costs incurred in obtaining and enforcing the judgment.

Sec. 10.Miscellaneous.

10.1Liability.No officer of Minntech shall be personally liable by virtue of any contract, agreement
or other instrument made or executed by the officer or on his or her behalf as an officer, nor for any mistake or judgment made by such officer or any other officer, nor for any negligence, omission
or wrongdoing of any other officer or of anyone employed by Minntech, nor for any loss, unless resulting from his or her own gross negligence or willful misconduct. In addition, Minntech does

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not assure or guarantee the tax consequences of benefits provided hereunder or other matters beyond its control.

10.2Title to Assets.No Participant or former Participant shall have any legal or equitable right or
interest in any funds set aside by Minntech or in any assets in which Minntech may invest, from time to time, to cover its obligations under this Plan.

10.3Amendments.Minntech reserves the right to amend or modify, in whole or in part, any or all of the
provisions of this Plan at any time by action of the Board or by a written instrument executed by the president of Minntech; provided, however, that no amendment or modification shall be made which
will deprive any Participant or any Participant's beneficiary of any vested benefits to which he or she is entitled under the Plan. Notwithstanding the foregoing, the amendment can alter the deemed
investment options under Sec. 4 with respect to periods after the date the amendment is adopted, both for future deferrals and for amounts deferred in past.

10.4Termination.Continuation of the Plan is not a contractual obligation of Minntech, and the right
is reserved by Minntech to reduce, suspend or discontinue the Plan at any time by action of the Board or by written instrument executed by the president of Minntech. However, no such reduction,
suspension or discontinuance shall deprive any Participant or beneficiary of any benefits that become vested under the Plan prior to the termination, but may alter future deemed investments as
provided in Sec. 10.3.

10.5Assignment and Levy.The Plan is for the benefit and protection of the Participants and their
beneficiaries and the rights, privileges and benefits herein conferred shall not, to the extent permitted by law, be subject to alienation, assignment, pledge, levy, attachment, garnishment or other
legal process or in any manner anticipated, encumbered, committed, withdrawn or surrendered, and neither shall the same be subject or liable in any way for debts, contracts, or agreements or other
claims of creditors of such Participants or their beneficiaries whether such claims are now contracted or may hereafter be contracted or incurred.

10.6Participant's Rights.The establishment of this Plan shall not create any legal or equitable right
against Minntech unless such right is specifically provided for in this Plan. Furthermore, nothing in this Plan shall be construed as giving a Participant the right to be retained in the employment of
Minntech, and a Participant shall remain subject to discharge at any time to the same extent as if this Plan had not been adopted.

10.7Incompetency.Every person receiving or claiming benefits under this Plan shall be conclusively
presumed to be mentally competent until the date on which Minntech receives a written notice in a form and manner acceptable to Minntech that such person is incompetent and that a guardian,
conservator or other person legally vested with the care of his or her estate has been appointed. In such event, Minntech may direct payments of benefits to such guardian, conservator or other person
legally vested with the care of the person's estate and any such payments so made shall be a complete discharge of Minntech to the extent so made.

10.8Notices.Notices required by this Plan to be given to Minntech or a Participant shall be in
writing and shall be considered to have been duly given or served if personally delivered, or sent by first class, certified or registered mail.

10.9Severability.The invalidity or partial invalidity of any portion of this Plan shall not
invalidate the remainder thereof, and said remainder shall remain in full force and effect.

10.10Release.Any payment to or for the benefit of any Participant or beneficiary in accordance with
the provisions hereof shall, to the extent thereof, be in full satisfaction of all claims hereunder against Minntech.

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10.11Withholding of Taxes.The benefits payable under this Plan shall be subject to the deduction of
any federal, state or local income taxes or other taxes which are required to be withheld from such payments by applicable laws and regulations.

10.12Governing Law.Construction and administration of this Plan shall be governed by the laws of the
State of Minnesota, except to the extent such laws are preempted by federal law.

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