**Exhibit 10(i)**
**RAVEN INDUSTRIES, INC.**
**2001 Change of Control Severance Benefit Plan (revised 02/01/04)**
     Raven Industries, Inc., a South Dakota corporation (the “Plan Sponsor”)establishes this 2001 Change of Control Severance Benefit Plan effectiveFebruary 1, 2002 (the “Effective Date”).
**Article I**
**Purpose**
     The Plan Sponsor establishes this Plan to provide specified severancepayments and benefits for certain eligible employees of the Plan Sponsor andits United States subsidiaries (collectively, the “Employers”) upon a “Changeof Control” of the Plan Sponsor. The primary purpose of such severancepayments is to protect those employees against some of the financial lossesthat may result from a period of unemployment resulting from the involuntarytermination of their employment following a Change of Control of the PlanSponsor for certain reasons specified in this Plan.
**Article II**
**Definitions**
     2.1 “Plan” means Raven Industries, Inc.’s 2001 Raven Industries Change ofControl Severance Benefit Plan established by the Plan Sponsor pursuant to thisinstrument as of the Effective Date.
     2.2 “Effective Date” means February 1, 2002, the first date on which thisPlan is effective. The provisions of this Plan shall apply solely to anEmployee whose Separation from Service occurs on or after the Effective Date ofthis Plan. If an Employee’s Separation from Service occurs prior to theEffective Date of this Plan, that Employee shall be not be entitled to anybenefits under the Plan.
     2.3 “Plan Sponsor” means Raven Industries, Inc., a South Dakotacorporation, and any successor that adopts this Plan.
     2.4 “Board” means the Board of Directors of the Plan Sponsor.
     2.5 “Change of Control” means and includes any of the following:
          (a) “Any person” or “group” (as those terms are defined by theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) and therules and regulations promulgated from time to time thereunder) is orbecomes, on or after the Effective Date, the “beneficial owner” (asdefined by Rule 13d-3 under the Exchange Act), directly or
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indirectly, of securities of the Plan Sponsor representing thirtypercent (30%) or more of the voting power of then outstanding securitiesof the Plan Sponsor, unless such acquisition was approved by the Board.
          (b) The individuals who, as of the date hereof, are members of theBoard (the “Existing Directors”), cease, on or after the Effective Date,for any reason, to constitute more than fifty percent (50%) of the numberof authorized directors of the Plan Sponsor as determined in the mannerprescribed in the Plan Sponsor’s Articles of Incorporation and Bylaws(each as amended); provided, however, that if the appointment, or theelection, or nomination for election, by the Plan Sponsor’s stockholdersof any new director, was approved by a vote of at least fifty percent(50%) of the Existing Directors, such new director shall be considered anExisting Director; provided further, however, that no individual shall beconsidered an Existing Director if such individual initially assumedoffice as a result of either an actual or threatened election contest (asdescribed in Rules 14a-11 or 14a-12(c) promulgated under the ExchangeAct) or other actual or threatened solicitation of proxies by or onbehalf of anyone other than the Board (a “Proxy Contest”), including byreason of any agreement intended to avoid or settle any election contestor Proxy Contest.
     2.6 “Employer” means, individually, the Plan Sponsor and any subsidiarycorporations controlled by the Plan Sponsor, except any corporation that doesnot employ any employees in the United States of America. If any Employerceases to be controlled by the Plan Sponsor, or substantially all of anEmployer’s business assets are sold or otherwise transferred to a party that isnot or does not immediately become a participating Employer, the Employerundergoing such change shall automatically cease to be an Employer under thisPlan.
     2.7 “Plan Administrator” means the Plan Sponsor or the individual orindividuals appointed by the Plan Sponsor under Section 7.1.
     2.8 “Employee” means an employee of an Employer, excluding any employeewho is employed primarily outside the United States of America and is not aUnited States citizen.
     2.9 “Participant” means an Employee who is eligible to participate in thePlan under the terms and conditions of Article III.
     2.10 “Regular Compensation” means weekly cash compensation (of the typereflected on the Participant’s W-2 form for a calendar year); including (a) anybase salary or hourly wage paid for the most recent week, (b) the average ofany bonuses**,**commissions and incentives paid on a weekly basis over the lastcomplete four weeks; and (c) including in both of the preceding clauses anyElective Contributions that could have been received as Regular Compensationfor the applicable periods; but excluding any bonuses, commissions and otherincentive pay paid more often than weekly, pay for overtime, gains from stockoptions or restricted stock, any reimbursements or other expense allowances,moving expenses, deferred compensation payments and fringe benefits (cash andnon-cash).
     2.10 “Elective Contributions” are amounts excludible from the Employee’sgross income under Code §§125, 402(a)(8), or 402(h) or an individual writtenagreement to defer
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compensation; and contributed by the Employer (at the Employee’s election)to a Code § 401(k) arrangement, a Code § 125 cafeteria plan or a non-qualifieddeferred compensation arrangement.
     2.11 “Code” means the Internal Revenue Code of 1986, as amended.
     2.12 “Year of Service” means each calendar year in which the Participantcompletes at least 2,000 hours of Service.
     2.13 “Service” means any period of time the Employee is in the employ ofan Employer, including any period the Employee is on a paid leave of absence,but excluding any service for an Employer before it is acquired by the PlanSponsor or after the Employer ceases to participate in this Plan.
     2.14 “Separation from Service” means the Employee ceases to have anycommon-law employment relationship with an Employer; and includes (a) a mutualagreement to terminate such employment, and (b) the Employee’s death, voluntaryresignation or involuntary discharge by the Employer for any reason whatsoever.However, an Employee does not incur a Separation from Service if he or sheremains an Employee of an Employer when it ceases to be a participatingEmployer.
     2.15 “Disability” means the Participant, because of a physical or mentaldisability, is unable to perform the essential duties of his or her customaryposition of employment (or is unable to engage in any substantial gainfulactivity); even if reasonable accommodation is provided (unless suchaccommodation would cause the Employer to incur undue hardship); and suchdisability is likely to continue for an indefinite period of time. Thedetermination of disability shall be made by the Plan Administrator in its soleand absolute discretion.
     2.16 “Good Cause” means, with respect to a Participant, (a) failure toperform the material duties of the Participant’s employment, (b) any dishonestyor the commission of a misdemeanor adversely affecting any interest of anEmployer (or any employees, suppliers or customers of an Employer); (c) thecommission of a felony; (d) other conduct directly harmful to the interests ofany Employer; (e) a material violation of any provision of an employmentcontract with the Employer; and (f) while employed by an Employer, beingengaged in any occupation (financially or otherwise) in a business that is incompetition either directly or indirectly with any Employer. Thedetermination of Good Cause shall be made by the Participant’s Employer in itsreasonable discretion.
**Article III**
**Participation**
     3.1 Eligibility. Each Employee of an Employer classified as a DivisionVice-President/General Manager (Vice President—Administration, by November 21,2003 amendment) or Subsidiary President is eligible to participate in thisPlan.
     3.2 Excluded Employees. An Employee is an “Excluded Employee” if he orshe is employed in one of the following classifications:
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          (a) for an Employer that is no longer a participating Employer underthis Plan; or
          (b) as a member of a collective bargaining unit, unless thecollective bargaining agreement provides otherwise. An Employee is amember of a collective bargaining unit if he or she is included in a unitof employees that is represented by a labor organization for purposes ofcollective bargaining.
     If a Participant has not incurred a Separation from Service, but becomesan Excluded Employee, then during the period such individual is an ExcludedEmployee, he or she shall cease to be a Participant and shall not be eligiblefor any benefits under this Plan. However, during such period of exclusion,the former Participant will continue to receive credit for each Year of Servicewith a participating Employer, without regard to employment classification.
     If an Excluded Employee who is not a Participant becomes eligible toparticipate in the Plan by reason of a change in employment classification, heor she will participate in the Plan immediately if he or she has satisfied theeligibility conditions of Section 3.1 and would have been a Participant had heor she not been an Excluded Employee during his excluded period of Service.Furthermore, the Plan takes into account all of the Participant’s Years ofService with any participating Employer as an Excluded Employee.
     3.3 Effect of Separation from Service. If a Participant has a Separationfrom Service and is eligible for any benefits under this Plan as a result ofthat Separation from Service, he or she remains a Participant until his or herEmployer has completed payment of any benefits due the Participant under thisPlan, at which time he or she ceases to have any further interest in the Plan.
**Article IV**
**Severance Benefits**
     4.1 Reasons for Payment of Severance Benefits. If a Participant’s“Qualified Discharge from Service” (as defined in Section 4.2) he or she shallbe entitled to receive from his or her Employer the severance benefits setforth in Section 4.3.
     4.2 Definition of Qualified Discharge from Service. For purposes of thisPlan, the term “Qualified Discharge from Service” means a Separation fromService resulting from the Employer’s involuntary discharge of the Employee forany reason other than the Employee’s death, Disability or Good Cause within the1-year period following a Change of Control; and shall include a mutualagreement to terminate such employment if the agreement is initiated by theEmployer for a reason that is acceptable for a Qualified Discharge fromService.
     However, a Participant’s Separation from Service shall not be a QualifiedDischarge from Service if the Employer offers the Participant another positionof employment for which he or she is qualified, at the same location (or alocation within a reasonable commuting distance from the facility at which theParticipant has been working) and without any interruption or reduction
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in Regular Compensation due to that event, and the Participant does notaccept the offer within a reasonable time.
     4.3 Schedule of Benefits. If a Participant is eligible to receive aseverance benefit under Section 4.1 as a result of a Qualified Discharge fromService, the Participant shall be entitled to receive the following severancebenefits:
 (a) The Participant’s accrued, but unused vacationthrough the effective date of the Qualified Discharge fromService;  (b) One and one-half (11⁄2) weeks of theParticipant’s Regular Compensation for each Year of Service;provided, however, that each Participant shall be deemed tohave a minimum of [three (3)] Years of Service; providedfurther, however, that the benefits to be paid under thisparagraph (c) shall not extend for more than [12] months fromthe effective date of the Qualified Discharge from Service onor before the fifth (5th) day following the date oftermination;  (c) Continuation of the Participant’s then-existinghealth insurance benefits through the last day of the month inwhich benefits are paid to the Participant under paragraphs(a) and (b) of this Section 4.3; provided, however that suchbenefits shall not extend beyond 1 year from the effectivedate of the Qualified Discharge from Service.**]**
     Notwithstanding the preceding benefit schedule, any amount of cashseverance benefits otherwise payable to a Participant under this Plan shall bereduced by the amount of any cash severance benefits required to be paid by anyof the Employers to the Participant under a written employment contract betweenthe Employer and the Participant.
     4.5 Death of a Participant. If a Participant dies after a Separation fromService that entitles him or her to receive severance benefits under this Plan,but before those benefits are paid in full or forfeited, the Participant’sEmployer shall make any remaining payments to the Participant’s survivingspouse. If the deceased Participant has no surviving spouse, the Employers arerelieved of any responsibility to make any further severance payments underthis Plan with respect to the Participant and any unpaid severance benefitsotherwise due the deceased Participant shall be forfeited.
**Article V**
**Benefits Not Funded**
     A Participant’s interest in the Plan is an unsecured forfeitable claimagainst the general assets of the Participant’s Employer; and no Participant orspouse has any right to any benefit under the Plan until the Plan hasdistributed the benefit.
**Article VI**
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**Claims Procedures**
     6.1 Claims. A Participant or a spouse beneficiary (a “Claimant”) may filewith the Plan Administrator a written claim for Plan benefits, if the Claimantbelieves the distribution procedures of the Plan have not provided him or herwith the proper benefit under the Plan. The Plan Administrator must render adecision on the claim within 60 days of the Claimant’s written claim forbenefits.
     The Plan Administrator must provide adequate notice in writing to anyClaimant whose claim for Plan benefits has been denied by the PlanAdministrator. The Plan Administrator’s notice to the Claimant must set forth:
 (a) The specific reason for the denial;  (b) Specific references to pertinent Plan provisions on which thePlan Administrator based its denial;  (c) A description of any additional material and informationneeded for the Claimant to perfect his or her claim and anexplanation of why the material or information is needed; and  (d) That any appeal the Claimant wishes to make of the adversedecision must be made in writing to the Plan Administrator within 75days after the Claimant receives the Plan Administrator’s noticethat the claim is denied. The Plan Administrator’s notice mustfurther advise the Claimant that his of her failure to appeal thedecision to the Plan Administrator in writing within the 75-dayperiod will render the Plan Administrator’s determination final,binding and conclusive.
     6.2 Appeal of a Denied Claim. If the Claimant appeals to the PlanAdministrator, the Claimant (or his or her duly authorized representative) maysubmit, in writing, whatever issues and comments the Claimant (or his or herduly authorized representative) feels are pertinent. The Claimant or his orher duly authorized representative may review pertinent Plan documents.
     Upon receipt of an appeal, The Plan Administrator will re-examine allfacts related to the appeal and make a final determination as to whether thedenial of benefits is justified under the circumstances. The PlanAdministrator must advise the Claimant of its decision within 60 days of theClaimant’s written request for review, unless special circumstances (such as ahearing) would make the rendering of a decision within the 60-day limitunfeasible, but in no event may the Plan Administrator render a decisionrespecting a denial for a claim for benefits later than 120 days after itsreceipt of a request for review.
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**Article VII**
**Plan Administration**
     7.1 Administration. The Plan shall be administered by the Plan Sponsor,except to the extent it delegates certain matters to one or more individualsappointed to act as the Plan Administrator, or to other Employers. The PlanSponsor shall bear all administrative costs of the Plan, unless it obtainsreimbursement from the other Employers.
     If the Plan Sponsor does not appoint a Plan Administrator, the PlanSponsor shall act as the Plan Administrator.
     7.2 Powers of Plan Administrator. Except for any discretionary matters tobe determined by the Employers under this Plan, the Plan Administrator shallhave all powers necessary to administer the Plan, including without limitationthe following powers:
 (a) to interpret the provisions of the Plan;  (b) to establish and revise the method of accounting for the Planand to maintain the accounts; and  (c) to prescribe rules and any forms required to administer thePlan.
     7.3 Actions of the Employers and Plan Administrator. All determinations,interpretations, rules and decisions of the Plan Sponsor, any other Employer orthe Plan Administrator shall be conclusive and binding upon all persons havingor claiming to have any interest or right under the Plan.
     7.4 Delegation. The Plan Sponsor shall have the power to delegatespecific duties and responsibilities to the Plan Administrator, other officersor other employees of the Plan Sponsor, or any Employer or other individuals orentities. Any delegation by the Plan Sponsor may allow further delegations bythe individual or entity to whom the delegation is made. Any delegation may berescinded by the Plan Sponsor at any time. Each person or entity to whom aduty or responsibility has been delegated shall be responsible for the exerciseof such duty or responsibility and shall not be responsible for any act orfailure to act of any other person or entity.
     7.5 Records and Reports. The Plan Administrator shall distribute to eachParticipant a current summary description of this Plan. The Plan Sponsor,those to whom the Plan Sponsor has delegated duties under the Plan and theother Employers shall keep records of all their proceedings and actions andshall maintain books of account, records and other data as shall be necessaryfor the proper administration of the Plan in compliance with applicable law.
     The Plan Administrator shall make any reports or returns required underapplicable laws or regulations.
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     7.6 Finances. The costs of the Plan shall be borne entirely by theEmployers as provided herein.
**Article VIII**
**Amendment and Termination**
     8.1 Amendment. The Plan Sponsor reserves the right to amend or toterminate the Plan at any time by resolution of its Board. The Board willdetermine the effective date of any amendment.
     8.2 No Rights to Employment or Future Benefits. This Plan does not conferany right to future employment by the Participant. Benefits under the Plan arenot vested and are completely forfeitable.
**Article IX**
**Miscellaneous**
     9.1 Benefits Not Assignable. No Participant or spouse beneficiary mayassign, transfer or pledge any benefits under this Plan. Any attempt to assign,transfer or pledge any benefits under this Plan shall be void.
     9.2 Benefit. This Plan is binding upon and benefits each of theEmployers, its successors and assigns; and each Participant and his or hersurviving spouse (if any), heirs and legal representatives.
     9.3 Withholding and Payroll Taxes. The Employers may withhold theappropriate payroll taxes from any severance payments made under this Plan.
     THIS PLAN has been duly adopted by the Plan Sponsor, on behalf of theEmployers, on this       day of     , 200   , but effective only as of theEffective Date.      **Raven Industries, Inc.**