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                                                                    EXHIBIT 10.1

                               NORDSON CORPORATION

                         2005 DEFERRED COMPENSATION PLAN

                            EFFECTIVE JANUARY 1, 2005

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                                TABLE OF CONTENTS

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PURPOSE...........................................................................................       1

ARTICLE 1     DEFINITIONS.........................................................................       1

ARTICLE 2     SELECTION, ENROLLMENT, ELIGIBILITY..................................................       7

ARTICLE 3     DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES...............................       8

ARTICLE 4     SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION.........      14

ARTICLE 5     RETIREMENT BENEFIT..................................................................      15

ARTICLE 6     PRE-RETIREMENT SURVIVOR BENEFIT.....................................................      16

ARTICLE 7     TERMINATION BENEFIT.................................................................      16

ARTICLE 8     DISABILITY BENEFIT..................................................................      17

ARTICLE 9     BENEFICIARY DESIGNATION.............................................................      18

ARTICLE 10    LEAVE OF ABSENCE....................................................................      19

ARTICLE 11    TERMINATION, AMENDMENT OR MODIFICATION..............................................      19

ARTICLE 12    ADMINISTRATION......................................................................      20

ARTICLE 13    OTHER BENEFITS AND AGREEMENTS.......................................................      21

ARTICLE 14    CLAIMS PROCEDURES...................................................................      21

ARTICLE 15    TRUST...............................................................................      23

ARTICLE 16    MISCELLANEOUS.......................................................................      23
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                         2005 DEFERRED COMPENSATION PLAN

                            Effective January 1, 2005

                                     PURPOSE

      The purpose of this 2005 Deferred Compensation Plan, established effective
as of January 1, 2005, 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. This
Plan applies to compensation earned, deferred, or vested on and after January 1,
2005; the Nordson Corporation Deferred Compensation Plan, dated November 3,
2000, as amended on January 22, 2003, and as in effect on October 3, 2004 (the
"2000 Plan"), applies to compensation earned, deferred, and vested on or before
December 31, 2004. No provisions of this Plan shall alter, affect, or amend any
provisions of the 2000 Plan applicable to compensation earned, deferred, and
vested on or before December 31, 2004.

                                    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
      Rollover Account balance, and (iv) the Unilateral Committee Contribution
      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: (i) for the first annual installment, the
      vested Account Balance of the Participant shall be calculated as of the
      close of business on or around (a) the last business day of the Plan Year
      in which the Participant Retires or is deemed to have Retired in
      accordance with Section 8.1, or (b) the date on which the Participant
      experiences a Termination of Employment or is deemed to have experienced a
      Termination of Employment in accordance with Section 8.1, and (ii) for
      remaining annual installments, the vested Account Balance of the
      Participant shall be calculated on every applicable anniversary of (a) the
      last business day of the Plan Year in which the Participant Retires is
      deemed to have Retired in accordance with Section 8.1, or (b) the date on
      which the Participant experiences a Termination of Employment or is deemed
      to have experienced a Termination of Employment in

                                      -1-
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      accordance with Section 8.1. Each 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 ten
      (10) year Annual Installment Method, the first payment shall be 1/10 of
      the vested Account Balance, calculated as described in this definition.
      The following year, the payment shall be 1/9 of the vested Account
      Balance, calculated as described in this definition.

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 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 written 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

                                      -2-
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      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 1.9, 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.

            (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.

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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 3.9
      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 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, 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.

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1.18  "Disability" shall mean a period of disability during which a Participant
      (a) is unable to engage in any substantial gainful activity by reason of
      any medically determinable physical or mental impairment which can be
      expected to result in death or can be expected to last for a continuous
      period of not less than 12 months, or (b) is, by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in death or can be expected to last for a continuous period of not less
      than 12 months, receiving income replacement benefits for a period of not
      less than 3 months under an accident and health plan covering employees of
      the Participant's employer.

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  "Excess Cash Compensation" shall mean, for any Plan Year, that portion of
      a Participant's cash compensation relating to services performed during
      any Plan Year, including, without limitation, Base Salary, Bonus or
      payments from any cash compensation incentive plan, that the Committee, in
      its sole discretion, determines is in excess of the amount set forth in
      Code Section 162(m)(1). For purposes of this Section 1.24, a Participant's
      cash compensation: (i) shall be calculated after reduction for
      compensation voluntarily deferred or contributed by the Participant
      pursuant to all qualified or non-qualified plans of any Employer and any
      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; and (ii) shall not include any distributions
      from this Plan.

1.25  "Fair Market Value," with respect to a common share of the Company as of
      any given day, shall mean the last reported closing price for a common
      share on the National Association of Securities Dealers Automated
      Quotation System ("NASDAQ") for that day or, if there was no sale of
      common shares so reported for that day, on the most recently preceding day
      on which there was such a sale. If the common shares are not listed or
      admitted to trading on NASDAQ on any given day, the Fair Market Value on
      that day will be as determined by the Committee.

1.26  " NEST" shall mean the Nordson Corporation Employees Savings Trust Plan.

1.27  "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

                                      -5-
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      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 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.

1.28  "Plan" shall mean the Nordson Corporation 2005 Deferred Compensation Plan,
      as amended from time to time.

1.29  "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.

1.30  "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.

1.31  "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
      Article 6.

1.32  "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
      Employee, severance from employment from all Employers for any reason
      other than a leave of absence, death or Disability on or after the
      attainment of age fifty-five (55).

1.33  "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.34  "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.35  "Stock" shall mean the common shares of the Company or any other equity
      securities of the Company designated by the Committee.

1.36  "Termination Benefit" shall mean the benefit set forth in Article 7.

1.37  "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.

1.38  "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.

1.39  "Unforeseeable Financial Emergency" shall mean a severe financial hardship
      to the Participant resulting from an illness or accident of the
      Participant, the Participant's spouse, or a dependent (as defined in
      Section 152(a) of the Code) of the Participant, loss of the Participant's
      property due to casualty, or other similar extraordinary and unforeseeable
      circumstances arising as a result of events beyond the control of the
      Participant.

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1.40  "Unilateral Committee Contribution Account" shall mean: (i) the sum of all
      of the Participant's Unilateral Committee Contribution Amounts, plus (ii)
      amounts credited in accordance with all the applicable crediting
      provisions of this Plan that relate to the Participant's Unilateral
      Committee Contribution Account, less (iii) all distributions made to the
      Participant or his or her Beneficiary pursuant to this Plan that relate to
      his or her Unilateral Committee Contribution Account.

1.41  "Unilateral Committee Contribution Amount" shall mean, for any one Plan
      Year, the amount determined in accordance with Section 3.6.

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 shorter 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
      shorter 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

                                      -7-
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      with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee
      shall have the right, in its sole discretion, to prevent the Participant
      from making future deferral elections.

                                    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.

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 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.

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

                                      -8-
<PAGE>

            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.

3.4   WITHHOLDING OF 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 Committee, 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 equal any Annual Company Contribution Amount for that
      Participant 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 described in this Section 3.5, if any, shall be
      credited on a date or dates to be determined by the Committee, in its sole
      discretion.

3.6   UNILATERAL COMMITTEE CONTRIBUTION AMOUNT. For each Plan Year, the
      Committee, in its sole discretion, may, but is not required to, credit any
      amount, including any Excess Cash Compensation, to a Participant's
      Unilateral Committee Contribution Account under this Plan, which amount
      shall be the Participant's Unilateral Committee 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 a Unilateral Committee Contribution
      Amount for that Plan Year. The Unilateral Committee Contribution Amount
      described in this Section 3.6, if any, shall be credited on a date or
      dates to be determined by the Committee, in its sole discretion.

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.

                                      -9-
<PAGE>

3.8   VESTING.

      (a)   A Participant shall at all times be 100% vested in his or her
            Deferral Account, Rollover Account and Unilateral Committee
            Contribution 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
            3.8, 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.

3.9   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 credited or debited to
      a Participant's Account Balance in accordance with the following rules:

      (a)   ALLOCATION OF DEFERRALS. A Participant, in connection with his or
            her deferral election made in accordance with Section 3.3(a) or
            3.3(b) above, shall elect, on the Election Form, one or more
            Measurement Fund(s) (as described in Section 3.9(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. Notwithstanding the foregoing, however, any election made
            in

                                      -10-
<PAGE>

            accordance with Section 3.3(a) or 3.3(b) and this Section 3.9(a) to
            allocate any portion of his Deferral Amount to the Nordson Stock
            Measurement Fund shall not be effective unless such election is
            completed prior to the end of the Plan Year preceding the Plan Year
            for which the election is made, provided, however, that a
            Participant may change his or her Measurement Fund election with
            respect to amounts already in his or her Deferral Account at such
            times and in such manner as the Committee shall provide.

      (b)   PROPORTIONATE ALLOCATION. In making any election described in
            Section 3.9(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. The following measurement funds (each a
            "Measurement Fund") will be used for the purpose of crediting or
            debiting amounts to the Participant's Account Balance in accordance
            with this Article 3. The Committee may, in its sole discretion,
            discontinue, substitute or add a Measurement Fund(s), and shall
            maintain appropriate accounts with respect to each. Each such action
            will take effect seven (7) days following the day on which the
            Committee gives Participants advance written notice of such change,
            provided, however, that prior to such date the prior restrictions of
            the Plan apply.

                  The following funds shall be Measurement Funds under the Plan:

                        -     Equity Index Fund

                        -     Large Cap Value Fund

                        -     Large Cap Growth Fund

                        -     International Equity Index

                        -     Money Market Fund

                        -     Investment Contract Fund

                        -     Nordson Stock Measurement Fund

            Amounts deferred or transferred by a Participant to the Nordson
            Stock Measurement Fund shall be in the form of stock equivalent
            units (hereinafter referred to as "Stock Equivalent Units"), the
            number of which shall be determined by dividing the amount so
            deferred or transferred by the Fair Market Value of one of the
            Company's common shares at the time the Participant's compensation
            would otherwise have been paid to the Participant or the transfer is
            otherwise made, as the case may be. Dividends on the Stock
            Equivalent Units credited to a Participant's Nordson Stock
            Measurement Fund account shall be credited to the Participant's

                                      -11-
<PAGE>

            Nordson Stock Measurement Fund account in the form of additional
            Stock Equivalent Units, based on the Fair Market Value of one of the
            Company's common shares on the date the dividend is otherwise
            payable.

      (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 (whether or not vested, for purposes of making the
            adjustments described in this Section 3.9(d)) 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 the 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
            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 3.9(d) as of the date(s) determined by the Company, in
            its sole discretion. The Participant's Unilateral Committee
            Contribution Amount shall be credited to his or her Unilateral
            Committee Contribution Account for purposes of this Section 3.9(d)
            as of the date(s) determined by the Company, in its sole discretion.
            Notwithstanding the foregoing, in the case of the Nordson Stock
            Measurement Fund, adjustments shall be made each day to the portion
            of a Participant's Account Balance which is expressed in Stock
            Equivalent Units to reflect as of that date the number of additional
            Stock Equivalent Units resulting from additional deferrals allocated
            by the Participant to the Nordson Stock Measurement Fund, transfer
            allocations by the Participant to the Nordson Stock Measurement
            Fund, dividend credits to the Nordson Stock Measurement Fund, and
            distributions to the Participant that decrease the portion of such
            Participant's Account Balance reflected by Stock Equivalent Units.

      (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

                                      -12-
<PAGE>

            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 RULES FOR NORDSON STOCK MEASUREMENT FUND. Notwithstanding
            any provision of this Plan that may be construed to the contrary, an
            election to allocate deferrals to the Nordson Stock Measurement Fund
            may not be revoked and any amounts allocated to the Nordson Stock
            Measurement Fund by a Participant can never be reallocated to any
            other Measurement Fund(s) in this Plan.

            Moreover, no distribution of amounts allocated to the Nordson Stock
            Measurement Fund shall be made other than (i) on a fixed date more
            than six months following the date of the Participant's election
            with respect to the Deferral Amount allocated to the Nordson Stock
            Measurement Fund, or (ii) automatically on an earlier date pursuant
            to the Plan on the Participant's death, Disability while eligible to
            Retire, Retirement, or Termination, provided that in the event of
            Termination such amount shall be paid in a lump sum, notwithstanding
            the provisions of Section 7.2 of the Plan. Accordingly, the
            provisions of Sections 4.3 and the second and third sentences of
            Section 5.2 of this Plan shall not be applicable to any portion of
            the Participant's Account Balance allocated to the Nordson Stock
            Measurement Fund, nor shall the provisions of Section 8.1 of this
            Plan be applicable to any portion of the Participant's Account
            Balance allocated to the Nordson Stock Measurement Fund in the case
            of a Participant suffering a Disability prior to the date he is
            eligible to Retire.

            Finally, when distribution is to be made of amounts allocated to the
            Nordson Stock Measurement Fund, Stock Equivalent Units credited to
            the Participant's Account Balance shall be converted to the same
            number of common shares of Stock for distribution to the
            Participant. Except in the case of a fractional Stock Equivalent
            Unit, which shall be paid in cash, all distributions from the
            Nordson Stock Measurement Fund shall be made only in the form of
            Stock.

3.10  FICA AND OTHER TAXES.

      (a)   DEFERRAL AMOUNTS. For each Plan Year in which a 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
            3.10.

      (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,

                                      -13-
<PAGE>

            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 3.10.

      (c)   UNILATERAL COMMITTEE CONTRIBUTION AMOUNTS. When the Participant's
            Employer(s) credits a Unilateral Committee Contribution Amount to a
            Participant's Unilateral Committee 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
            Participant's Unilateral Committee Contribution Amount in order to
            comply with this Section 3.10.

3.11  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 a Deferral
      Amount, a Participant may irrevocably elect to receive a Short-Term Payout
      from the Plan with respect to all or a portion of such Deferral Amount.
      The Short-Term Payout shall be a lump sum payment in an amount that is
      equal to the portion of the Deferral Amount that the Participant elected
      to have distributed as a Short-Term Payout, plus amounts credited or
      debited in the manner provided in Section 3.9 above on that amount,
      calculated as of the close of business on or around the date on which the
      Short-Term Payout becomes payable, as determined by the Committee in its
      sole discretion. Subject to the Deduction Limitation and other terms and
      conditions of this Plan, each Short-Term Payout elected shall be paid out
      during a sixty (60) day period commencing immediately after the last day
      of any Plan Year designated by the Participant. The Plan Year designated
      by the Participant must be at least five (5) Plan Years after Plan Year in
      which the Deferral Amount is actually deferred. By way of example, if a
      Short-Term Payout is elected for Deferral Amounts that are deferred in the
      Plan Year commencing January 1, 2005, the Short-Term Payout would become
      payable during a sixty (60) day period commencing January 1, 2011.

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 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

                                      -14-
<PAGE>

      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 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 plus amounts necessary to pay taxes
      reasonably anticipated as a result of the payout, after taking into
      account the extent to which such Unforeseeable Financial Emergency is or
      may be relieved through reimbursement or compensation by insurance or
      otherwise or by liquidation of the Participant's assets (to the extent
      such liquidation would not itself cause severe financial hardship). 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.

                                    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 with respect to the compensation
      deferred pursuant to such Election Form 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 $10,000, payment of his or her
      Retirement Benefit shall be paid in a lump sum on or before the later of
      (a) December 31 of the calendar year in which occurs the Participant's
      separation from service or (b) the date 2-1/2 months after the
      Participant's separation from service. 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 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.

5.4   CHANGE IN TIME OR FORM OF PAYMENT. Notwithstanding the method of payment
      for the Retirement Benefit elected by a Participation on an Election Form
      with respect to the

                                      -15-
<PAGE>

      Compensation deferred pursuant to such Election Form, the Participant may
      elect to change the time or Form of such payment under a subsequent
      election that meets the following requirements:

      (a)   The subsequent election may not take effect until at least 12 months
            after the date on which the subsequent election is made.

      (b)   The first payment with respect to which the subsequent election is
            made must be deferred for a period of not less than five years from
            the date such payment would otherwise have been made.

      (c)   The subsequent election may not accelerate the time of any payment.

      The form of payment elected in a subsequent election must be a lump sum or
      an Annual Installment Method of 5, 10, or 15 years.

5.5   LIMITATION ON KEY EMPLOYEES. Notwithstanding any other provision of the
      Plan to the contrary, the payment of a Retirement Benefit with respect to
      a "key employee" of the Company, within the meaning of Section 416(i)(1)
      of the Code, shall not be made within six months following his separation
      from service with the Company, except in the event of death.

                                    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 $10,000,
      payment of his or her Termination Benefit shall be paid in a lump sum on
      or before the later of (a) December 31 of the

                                      -16-
<PAGE>

      calendar year in which occurs the Participant's separation from service or
      (b) 2-1/2 months after the Participant's separation from service. If his
      or her Account Balance at such time is equal to or greater than that
      amount, the Termination Benefit shall be paid in a lump sum or pursuant to
      an Annual Installment Method of 5, 10 or 15 years as elected by the
      Participant for the payment of the Retirement Benefit with respect to such
      amount. 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.

7.3   CHANGE IN TIME OR FORM OF PAYMENT. Notwithstanding the method of payment
      elected by a Participant on an Election Form with respect to Compensation
      deferred pursuant to such Election Form, the Participant may elect to
      change the form of payment for Termination Benefits under a subsequent
      election that meets the following requirements:

      (a)   The subsequent election may not take effect until at least 12 months
            after the date on which the subsequent election is made.

      (b)   The subsequent election may not accelerate the time or schedule of
            any payment.

      The form of payment elected in a subsequent election must be a lump sum or
      an Annual Installment Method of 5, 10, or 15 years.

7.4   LIMITATION ON KEY EMPLOYEES. Notwithstanding any other provision of the
      Plan to the contrary, the payment of a Termination Benefit with respect to
      a "key employee" of the Company, within the meaning of Section 416(i)(1)
      of the Code, shall not be made within six months following his separation
      from service with the Company, except in the event of death.

                                    ARTICLE 8
                               DISABILITY BENEFIT

8.1   DISABILITY BENEFIT. A Participant suffering a Disability shall, for
      benefit purposes under this Plan, be deemed to have experienced a
      Termination of Employment, or in the case of a Participant who is eligible
      to Retire to have Retired, 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
      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 Participant's deemed Termination of Employment. Any payment made
      shall be subject to the Deduction Limitation.

8.2   LIMITATION ON KEY EMPLOYEES. Notwithstanding any other provision of the
      Plan to the contrary, the payment of a Disability Benefit with respect to
      a "key employee" of the Company, within the meaning of Section 416(i)(1)
      of the Code, shall not be made within six months following his separation
      from service with the Company, except in the event of death.

                                      -17-
<PAGE>

                                    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
      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.

                                      -18-
<PAGE>

                                   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 in accordance with the
      elections made by the Participants.

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. The Company specifically
      reserves the right to amend the Plan to conform the provisions of the Plan
      to the guidance issued by the Secretary of the Treasury with respect to
      Section 409A of the Code, in accordance with such guidance.

                                      -19-
<PAGE>

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 Chief Executive Officer or, if not so
      identified, the Company's then highest ranking officer (the "Ex-Chief
      Executive Officer"). 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-Chief Executive Officer. Upon and
      after a Change in Control, the Administrator may not be terminated by the
      Company.

                                      -20-
<PAGE>

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.

                                   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:

                                      -21-
<PAGE>

      (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 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.

                                      -22-
<PAGE>

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, any Stock transferred to the Trust in accordance
      with Section 3.7 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 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.

                                      -23-
<PAGE>

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.

16.10 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:

                                      -24-
<PAGE>

                               Robert E. Veillette
                     Secretary and 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.

16.11 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.

16.12 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.

16.13 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.

16.14 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.

16.15 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.

16.16 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

                                      -25-
<PAGE>

      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.

16.17 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.

16.18 NO ACCELERATION OF BENEFITS. The acceleration of the time or schedule of
      any payment under the Plan is not permitted, except as provided in
      regulations by the Secretary of the Treasury.

16.19 COMPLIANCE WITH SECTION 409A OF THE CODE. The Plan is intended to provide
      for the deferral of compensation in accordance with Section 409A of the
      Code for compensation earned, vested, or deferred after December 31, 2004.
      Notwithstanding any provisions of the Plan, any Plan Agreement, or any
      Election Form to the contrary, no otherwise permissible election under the
      Plan shall be given effect that would result in the taxation of any amount
      under Section 409A of the Code. To the extent permitted in guidance issued
      by the Secretary of the Treasury and in accordance with procedures
      established by the Committee, a Participant may be permitted to terminate
      participation in the Plan or cancel an election with respect deferral
      elections made under the Plan prior to January 1, 2005.

                                      -26-
<PAGE>

      IN WITNESS WHEREOF, the Company has signed this Plan document on
      _________________, 2004.

                                        NORDSON CORPORATION

                                        Nordson Corporation, an Ohio corporatio

                                        By:      ____________________________

                                        Title:   ____________________________

                                      -27-