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Exhibit 10(b)




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 effective
February 1, 2002 (the “Effective Date”).



ARTICLE I




PURPOSE




     The Plan Sponsor establishes this Plan to provide specified severance
payments and benefits for certain eligible employees of the Plan Sponsor and
its United States subsidiaries (collectively, the “Employers”) upon a “Change
of Control” of the Plan Sponsor. The primary purpose of such severance
payments is to protect those employees against some of the financial losses
that may result from a period of unemployment resulting from the involuntary
termination of their employment following a Change of Control of the Plan
Sponsor for certain reasons specified in this Plan.



ARTICLE II




DEFINITIONS




     2.1 “Plan” means Raven Industries, Inc.’s 2001 Raven Industries Change of
Control Severance Benefit Plan established by the Plan Sponsor pursuant to this
instrument as of the Effective Date.



     2.2 “Effective Date” means February 1, 2002, the first date on which this
Plan is effective. The provisions of this Plan shall apply solely to an
Employee whose Separation from Service occurs on or after the Effective Date of
this Plan. If an Employee’s Separation from Service occurs prior to the
Effective Date of this Plan, that Employee shall be not be entitled to any
benefits under the Plan.



     2.3 “Plan Sponsor” means Raven Industries, Inc., a South Dakota
corporation, 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 the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the
rules and regulations promulgated from time to time thereunder) is or
becomes, on or after the Effective Date, the “beneficial owner” (as
defined by Rule 13d-3 under the Exchange Act), directly or




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	 	 	indirectly, of securities of the Plan Sponsor representing thirty
percent (30%) or more of the voting power of then outstanding securities
of the Plan Sponsor, unless such acquisition was approved by the Board.






	(b)	 	The individuals who, as of the date hereof, are members of the
Board (the “Existing Directors”), cease, on or after the Effective Date,
for any reason, to constitute more than fifty percent (50%) of the number
of authorized directors of the Plan Sponsor as determined in the manner
prescribed in the Plan Sponsor’s Articles of Incorporation and Bylaws
(each as amended); provided, however, that if the appointment, or the
election, or nomination for election, by the Plan Sponsor’s stockholders
of any new director, was approved by a vote of at least fifty percent
(50%) of the Existing Directors, such new director shall be considered an
Existing Director; provided further, however, that no individual shall be
considered an Existing Director if such individual initially assumed
office as a result of either an actual or threatened election contest (as
described in Rules 14a-11 or 14a-12(c) promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies by or on
behalf of anyone other than the Board (a “Proxy Contest”), including by
reason of any agreement intended to avoid or settle any election contest
or Proxy Contest.





     2.6 “Employer” means, individually, the Plan Sponsor and any subsidiary
corporations controlled by the Plan Sponsor, except any corporation that does
not employ any employees in the United States of America. If any Employer
ceases to be controlled by the Plan Sponsor, or substantially all of an
Employer’s business assets are sold or otherwise transferred to a party that is
not or does not immediately become a participating Employer, the Employer
undergoing such change shall automatically cease to be an Employer under this
Plan.



     2.7 “Plan Administrator” means the Plan Sponsor or the individual or
individuals appointed by the Plan Sponsor under Section 7.1.



     2.8 “Employee” means an employee of an Employer, excluding any employee
who is employed primarily outside the United States of America and is not a
United States citizen.



     2.9 “Participant” means an Employee who is eligible to participate in the
Plan under the terms and conditions of Article III.



     2.10 “Regular Compensation” means weekly cash compensation (of the type
reflected on the Participant’s W-2 form for a calendar year); including (a) any
base salary or hourly wage paid for the most recent week, (b) the average of
any bonuses, commissions and incentives paid on a weekly basis over the last
complete four weeks; and (c) including in both of the preceding clauses any
Elective Contributions that could have been received as Regular Compensation
for the applicable periods; but excluding any bonuses, commissions and other
incentive pay paid more often than weekly, pay for overtime, gains from stock
options or restricted stock, any reimbursements or other expense allowances,
moving expenses, deferred compensation payments and fringe benefits (cash and
non-cash).



     2.10 “Elective Contributions” are amounts excludible from the Employee’s
gross income under Code §§125, 402(a)(8), or 402(h) or an individual written
agreement 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-qualified
deferred 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 Participant
completes at least 2,000 hours of Service.



     2.13 “Service” means any period of time the Employee is in the employ of
an 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 Plan
Sponsor or after the Employer ceases to participate in this Plan.



     2.14 “Separation from Service” means the Employee ceases to have any
common-law employment relationship with an Employer; and includes (a) a mutual
agreement to terminate such employment, and (b) the Employee’s death, voluntary
resignation or involuntary discharge by the Employer for any reason whatsoever.
However, an Employee does not incur a Separation from Service if he or she
remains an Employee of an Employer when it ceases to be a participating
Employer.



     2.15 “Disability” means the Participant, because of a physical or mental
disability, is unable to perform the essential duties of his or her customary
position of employment (or is unable to engage in any substantial gainful
activity); even if reasonable accommodation is provided (unless such
accommodation would cause the Employer to incur undue hardship); and such
disability is likely to continue for an indefinite period of time. The
determination of disability shall be made by the Plan Administrator in its sole
and absolute discretion.



     2.16 “Good Cause” means, with respect to a Participant, (a) failure to
perform the material duties of the Participant’s employment, (b) any dishonesty
or the commission of a misdemeanor adversely affecting any interest of an
Employer (or any employees, suppliers or customers of an Employer); (c) the
commission of a felony; (d) other conduct directly harmful to the interests of
any Employer; (e) a material violation of any provision of an employment
contract with the Employer; and (f) while employed by an Employer, being
engaged in any occupation (financially or otherwise) in a business that is in
competition either directly or indirectly with any Employer. The
determination of Good Cause shall be made by the Participant’s Employer in its
reasonable discretion.



ARTICLE III




PARTICIPATION




     3.1 Eligibility. Each Employee of an Employer classified as a Division
Vice-President/General Manager (Vice President—Administration, by November 21,
2003 amendment) or Subsidiary President is eligible to participate in this
Plan.



     3.2 Excluded Employees. An Employee is an “Excluded Employee” if he or
she is employed in one of the following classifications:



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	(a)	 	for an Employer that is no longer a participating Employer under
this Plan; or
	 
	(b)	 	as a member of a collective bargaining unit, unless the
collective bargaining agreement provides otherwise. An Employee is a
member of a collective bargaining unit if he or she is included in a unit
of employees that is represented by a labor organization for purposes of
collective bargaining.





     If a Participant has not incurred a Separation from Service, but becomes
an Excluded Employee, then during the period such individual is an Excluded
Employee, he or she shall cease to be a Participant and shall not be eligible
for any benefits under this Plan. However, during such period of exclusion,
the former Participant will continue to receive credit for each Year of Service
with a participating Employer, without regard to employment classification.



     If an Excluded Employee who is not a Participant becomes eligible to
participate in the Plan by reason of a change in employment classification, he
or she will participate in the Plan immediately if he or she has satisfied the
eligibility conditions of Section 3.1 and would have been a Participant had he
or she not been an Excluded Employee during his excluded period of Service.
Furthermore, the Plan takes into account all of the Participant’s Years of
Service with any participating Employer as an Excluded Employee.



     3.3 Effect of Separation from Service. If a Participant has a Separation
from Service and is eligible for any benefits under this Plan as a result of
that Separation from Service, he or she remains a Participant until his or her
Employer has completed payment of any benefits due the Participant under this
Plan, 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 shall
be entitled to receive from his or her Employer the severance benefits set
forth in Section 4.3.



     4.2 Definition of Qualified Discharge from Service. For purposes of this
Plan, the term “Qualified Discharge from Service” means a Separation from
Service resulting from the Employer’s involuntary discharge of the Employee for
any reason other than the Employee’s death, Disability or Good Cause within the
1-year period following a Change of Control; and shall include a mutual
agreement to terminate such employment if the agreement is initiated by the
Employer for a reason that is acceptable for a Qualified Discharge from
Service.



     However, a Participant’s Separation from Service shall not be a Qualified
Discharge from Service if the Employer offers the Participant another position
of employment for which he or she is qualified, at the same location (or a
location within a reasonable commuting distance from the facility at which the
Participant has been working) and without any interruption or reduction



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in Regular Compensation due to that event, and the Participant does not
accept the offer within a reasonable time.



     4.3 Schedule of Benefits. If a Participant is eligible to receive a
severance benefit under Section 4.1 as a result of a Qualified Discharge from
Service, the Participant shall be entitled to receive the following severance
benefits:




	(a)	 	The Participant’s accrued, but unused vacation
through the effective date of the Qualified Discharge from
Service;
	 
	(b)	 	One and one-half (11/2) weeks of the
Participant’s Regular Compensation for each Year of Service;
provided, however, that each Participant shall be deemed to
have a minimum of [three (3)] Years of Service; provided
further, however, that the benefits to be paid under this
paragraph (c) shall not extend for more than [12] months from
the effective date of the Qualified Discharge from Service on
or before the fifth (5th) day following the date of
termination;
	 
	(c)	 	Continuation of the Participant’s then-existing
health insurance benefits through the last day of the month in
which benefits are paid to the Participant under paragraphs
(a) and (b) of this Section 4.3; provided, however that such
benefits shall not extend beyond 1 year from the effective
date of the Qualified Discharge from Service.]





     Notwithstanding the preceding benefit schedule, any amount of cash
severance benefits otherwise payable to a Participant under this Plan shall be
reduced by the amount of any cash severance benefits required to be paid by any
of the Employers to the Participant under a written employment contract between
the Employer and the Participant.



     4.5 Death of a Participant. If a Participant dies after a Separation from
Service that entitles him or her to receive severance benefits under this Plan,
but before those benefits are paid in full or forfeited, the Participant’s
Employer shall make any remaining payments to the Participant’s surviving
spouse. If the deceased Participant has no surviving spouse, the Employers are
relieved of any responsibility to make any further severance payments under
this Plan with respect to the Participant and any unpaid severance benefits
otherwise due the deceased Participant shall be forfeited.



ARTICLE V




BENEFITS NOT FUNDED




     A Participant’s interest in the Plan is an unsecured forfeitable claim
against the general assets of the Participant’s Employer; and no Participant or
spouse has any right to any benefit under the Plan until the Plan has
distributed the benefit.



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ARTICLE VI




CLAIMS PROCEDURES




     6.1 Claims. A Participant or a spouse beneficiary (a “Claimant”) may file
with the Plan Administrator a written claim for Plan benefits, if the Claimant
believes the distribution procedures of the Plan have not provided him or her
with the proper benefit under the Plan. The Plan Administrator must render a
decision on the claim within 60 days of the Claimant’s written claim for
benefits.



     The Plan Administrator must provide adequate notice in writing to any
Claimant whose claim for Plan benefits has been denied by the Plan
Administrator. 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 the
Plan Administrator based its denial;
	 
	(c)	 	A description of any additional material and information
needed for the Claimant to perfect his or her claim and an
explanation of why the material or information is needed; and
	 
	(d)	 	That any appeal the Claimant wishes to make of the adverse
decision must be made in writing to the Plan Administrator within 75
days after the Claimant receives the Plan Administrator’s notice
that the claim is denied. The Plan Administrator’s notice must
further advise the Claimant that his of her failure to appeal the
decision to the Plan Administrator in writing within the 75-day
period will render the Plan Administrator’s determination final,
binding and conclusive.





     6.2 Appeal of a Denied Claim. If the Claimant appeals to the Plan
Administrator, the Claimant (or his or her duly authorized representative) may
submit, in writing, whatever issues and comments the Claimant (or his or her
duly authorized representative) feels are pertinent. The Claimant or his or
her duly authorized representative may review pertinent Plan documents.



     Upon receipt of an appeal, The Plan Administrator will re-examine all
facts related to the appeal and make a final determination as to whether the
denial of benefits is justified under the circumstances. The Plan
Administrator must advise the Claimant of its decision within 60 days of the
Claimant’s written request for review, unless special circumstances (such as a
hearing) would make the rendering of a decision within the 60-day limit
unfeasible, but in no event may the Plan Administrator render a decision
respecting a denial for a claim for benefits later than 120 days after its
receipt 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 individuals
appointed to act as the Plan Administrator, or to other Employers. The Plan
Sponsor shall bear all administrative costs of the Plan, unless it obtains
reimbursement from the other Employers.



     If the Plan Sponsor does not appoint a Plan Administrator, the Plan
Sponsor shall act as the Plan Administrator.



     7.2 Powers of Plan Administrator. Except for any discretionary matters to
be determined by the Employers under this Plan, the Plan Administrator shall
have all powers necessary to administer the Plan, including without limitation
the following powers:




	(a)	 	to interpret the provisions of the Plan;
	 
	(b)	 	to establish and revise the method of accounting for the Plan
and to maintain the accounts; and
	 
	(c)	 	to prescribe rules and any forms required to administer the
Plan.





     7.3 Actions of the Employers and Plan Administrator. All determinations,
interpretations, rules and decisions of the Plan Sponsor, any other Employer or
the Plan Administrator shall be conclusive and binding upon all persons having
or claiming to have any interest or right under the Plan.



     7.4 Delegation. The Plan Sponsor shall have the power to delegate
specific duties and responsibilities to the Plan Administrator, other officers
or other employees of the Plan Sponsor, or any Employer or other individuals or
entities. Any delegation by the Plan Sponsor may allow further delegations by
the individual or entity to whom the delegation is made. Any delegation may be
rescinded by the Plan Sponsor at any time. Each person or entity to whom a
duty or responsibility has been delegated shall be responsible for the exercise
of such duty or responsibility and shall not be responsible for any act or
failure to act of any other person or entity.



     7.5 Records and Reports. The Plan Administrator shall distribute to each
Participant a current summary description of this Plan. The Plan Sponsor,
those to whom the Plan Sponsor has delegated duties under the Plan and the
other Employers shall keep records of all their proceedings and actions and
shall maintain books of account, records and other data as shall be necessary
for the proper administration of the Plan in compliance with applicable law.



     The Plan Administrator shall make any reports or returns required under
applicable laws or regulations.



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7.6 Finances. The costs of the Plan shall be borne entirely by the
Employers as provided herein.



ARTICLE VIII




AMENDMENT AND TERMINATION




     8.1 Amendment. The Plan Sponsor reserves the right to amend or to
terminate the Plan at any time by resolution of its Board. The Board will
determine the effective date of any amendment.



     8.2 No Rights to Employment or Future Benefits. This Plan does not confer
any right to future employment by the Participant. Benefits under the Plan are
not vested and are completely forfeitable.



ARTICLE IX




MISCELLANEOUS




     9.1 Benefits Not Assignable. No Participant or spouse beneficiary may
assign, 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 the
Employers, its successors and assigns; and each Participant and his or her
surviving spouse (if any), heirs and legal representatives.



     9.3 Withholding and Payroll Taxes. The Employers may withhold the
appropriate payroll taxes from any severance payments made under this Plan.



     THIS PLAN has been duly adopted by the Plan Sponsor, on behalf of the
Employers, on this    day of    , 200   , but effective only as of the
Effective Date.


	 	 	 	 	 
	 	RAVEN INDUSTRIES, INC.

 	 
	 	By:  	/s/ Ronald M.
Moquist 	 
	 	 	Ronald M. Moquist 	 
	 	 	Its: President and Chief Executive Officer 	 
	 





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