EX-10(D)(1)



 






Exhibit 10-d-1




FIRST AMENDMENT

TO

NORDSON CORPORATION

EXCESS DEFINED CONTRIBUTION RETIREMENT PLAN

(November 1, 1987 Restatement)




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



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



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




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



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




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





(i) the amount, if any, of the limited contributions an eligible Employee
elected to defer in Section 2.1, except that if such limited contributions would be further restricted under the
Employees’ Savings Trust Plan for a Plan Year to comply with Section 401(k) of
the Code with respect to the deferral of compensation by highly compensated
employees, the amount determined hereunder shall be similarly limited; plus




(ii) an amount that, when added to the vested interest of such Employee in Employer Matching Contributions under the
Employees’ Savings Trust Plan, equals the value his vested interest in Employer Matching Contributions would have



 









 






been on the date distribution commences under the Employees’ Savings Trust Plan if the limitations of Section 401(a)(17), Section 415,
or Section 402(g)(1) of the Code had not been in effect; plus




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




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




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




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




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



*      *      *




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




	 	 	 	 	 
	 	NORDSON CORPORATION

 	 
	 	By  	 	 
	 	 	Title: