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                                                                    Exhibit 10-b













                               NORDSON CORPORATION


                           DEFERRED COMPENSATION PLAN













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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
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
</TABLE>







<PAGE>   3


                           DEFERRED COMPENSATION PLAN
                           Effective November 3, 2000

                                     Purpose
                                     -------

         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.

                                    ARTICLE 1
                                   Definitions
                                   -----------

         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

<PAGE>   4


         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.


<PAGE>   5


                  (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


<PAGE>   6


         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

<PAGE>   7


         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.


<PAGE>   8


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


<PAGE>   9


         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.


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

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:

<TABLE>
<CAPTION>
                             ------------------------------------------------------------------
                                                                         Minimum
                                        Deferral                       Percentage
                             ------------------------------------------------------------------
                             <S>                                       <C>
                                     Restricted Stock                      10%
                             ------------------------------------------------------------------
</TABLE>

                  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:

<TABLE>
<CAPTION>
                             ------------------------------------------------------------------
                                                                         Maximum
                                        Deferral                       Percentage
                             ------------------------------------------------------------------
                             <S>                                       <C>
                                     Base Salary                          100%
                             ------------------------------------------------------------------
                                     Bonus                                100%
                             ------------------------------------------------------------------
</TABLE>

         (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


<PAGE>   10


                  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


<PAGE>   11


         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.

3.9      VESTING

         (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


<PAGE>   12


         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


<PAGE>   13


                  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

<PAGE>   14


                  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.


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

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.


<PAGE>   15


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.

                                   ARTICLE 5
                               Retirement Benefit
                               ------------------

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

<PAGE>   16


         Account Balance.


                                    ARTICLE 6
                         Pre-Retirement Survivor Benefit
                         -------------------------------

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.

                                    ARTICLE 7
                               Termination Benefit
                               -------------------

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.


                                    ARTICLE 8
                          Disability Waiver and Benefit
                          -----------------------------

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


<PAGE>   17


                  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.

                                    ARTICLE 9
                                    ---------
                             Beneficiary Designation
                             -----------------------

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

<PAGE>   18


         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.

                                   ARTICLE 10
                                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.

<PAGE>   19


         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").


<PAGE>   20


         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.


<PAGE>   21


                                   ARTICLE 13
                                   ----------
                          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

<PAGE>   22


         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


<PAGE>   23


         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.



<PAGE>   24


         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.


<PAGE>   25


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

                                       NORDSON CORPORATION

                                       By:    __________________________________
                                       Title: __________________________________