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                                                                    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


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                  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


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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.


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                           (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


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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


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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


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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.


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                  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