10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2010

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to               

Commission file number 0-7977

NORDSON CORPORATION

(Exact name of Registrant as specified in its charter)

Ohio	34-0590250
(State of incorporation)	(I.R.S. Employer Identification No.)
28601 Clemens Road Westlake, Ohio	44145
(Address of principal executive offices)	(Zip Code)

(440) 892-1580

(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Shares with no par value

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes x     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes x     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No x

The aggregate market value of Common Shares no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq Stock Market) as of April 30, 2010 was approximately $2,309,317,000.

There were 33,979,349 Common Shares outstanding as of November 30, 2010.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the 2011 Annual Meeting — Part III

Table of Contents

PART I		2
Item 1.	Business	2
	General Description of Business	2
	Corporate Purpose and Goals	2
	Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales	3
	Principal Products and Uses	3
	Manufacturing and Raw Materials	5
	Intellectual Property	5
	Seasonal Variation in Business	6
	Working Capital Practices	6
	Customers	6
	Backlog	6
	Government Contracts	6
	Competitive Conditions	6
	Research and Development	6
	Environmental Compliance	7
	Employees	7
	Available Information	7
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	13
Item 4.	Removed and Reserved	13
	Executive Officers of the Company	14
PART II		15
Item 5.	Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
	Market Information and Dividends	15
	Performance Graph	16
Item 6.	Selected Financial Data	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Critical Accounting Policies and Estimates	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 8.	Financial Statements and Supplementary Data	32
	Consolidated Statements of Income	32
	Consolidated Balance Sheets	33
	Consolidated Statements of Shareholders’ Equity	34
	Consolidated Statements of Cash Flows	35
	Notes to Consolidated Financial Statements	36
	Management’s Report on Internal Control Over Financial Reporting	69
	Report of Independent Registered Public Accounting Firm	70
	Report of Independent Registered Public Accounting Firm	71

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Table of Contents

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	72
Item 9A.	Controls and Procedures	72
Item 9B.	Other Information	72
PART III		72
Item 10.	Directors, Executive Officers and Corporate Governance	72
Item 11.	Executive Compensation	73
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	73
	Equity Compensation Table	73
Item 13.	Certain Relationships and Related Transactions, and Director Independence	73
Item 14.	Principal Accountant Fees and Services	73
PART IV		74
Item 15.	Exhibits and Financial Statement Schedule	74
	(a) 1. Financial Statements	74
	(a) 2. Financial Statement Schedule	74
	(a) 3. Exhibits	74
	Signatures	75
	Schedule II — Valuation and Qualifying Accounts and Reserves	77
	Index to Exhibits	78
	Subsidiaries of the Registrant	80
	Consent of Independent Registered Public Accounting Firm	82
	Certifications	83
EX-3.B
EX-10.B.1
EX-10.E.2
EX-10.F
EX-10.H
EX-10.H.1
EX-10.I
EX-10.J
EX-10.O
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-99.A
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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PART I

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

Item 1. Business

General Description of Business

We are one of the world’s leading manufacturers of equipment used for precision material dispensing, testing and inspection, surface preparation and curing. Our technology-based systems can be found in production facilities around the world. We serve many diverse markets, including the appliance, automotive, bookbinding, container, converting, electronics, food and beverage, furniture, life sciences and medical, light emitting diodes (LED), metal finishing, nonwoven, packaging, semiconductor and solar energy industries.

Our strategy for long-term growth is based on a customer-driven focus and a global mindset. Headquartered in Westlake, Ohio, our products are marketed through a network of direct operations in more than 30 countries. Consistent with this global strategy, more than 70 percent of our revenues are generated outside the United States.

We have 3,680 employees worldwide. Principal manufacturing facilities are located in the United States in California, Georgia, New Jersey, Ohio and Rhode Island, as well as in China, Germany, India, The Netherlands and the United Kingdom.

Corporate Purpose and Goals

We strive to be a vital, self-renewing, worldwide organization that, within the framework of ethical behavior and enlightened citizenship, grows and produces wealth for our customers, employees, shareholders and communities.

We operate for the purpose of creating balanced, long-term benefits for all of our constituencies: customers, employees, shareholders and communities.

Our corporate goal for growth is to double our value over a five-year period, with the primary measure of value set by the market for our common shares.

While external factors may impact value, the achievement of this goal will rest with earnings growth, capital and human resource efficiency and positioning for the future.

Although every quarter may not produce increased sales, earnings and earnings per share, or exceed the comparative prior year’s quarter, we do expect to produce long-term gains. When short-term swings occur, we do not intend to alter our basic objectives in efforts to mitigate the impact of these natural occurrences.

Growth is achieved by seizing opportunities with existing products and markets, investing in systems to maximize productivity and pursuing growth markets. This strategy is augmented through product line additions, engineering, research and development, and acquisition of companies that can serve multinational industrial markets.

We create benefits for our customers through a Package of Values^®, which includes carefully engineered, durable products; strong service support; the backing of a well-established worldwide company with financial and technical strengths; and a corporate commitment to deliver what was promised.

We strive to provide genuine customer satisfaction; it is the foundation upon which we continue to build our business.

2

Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compensation. This goal is met through Human Resources’ facilitation of employee training and leadership training and the creation of on-the-job growth opportunities. The result is a highly qualified and professional management team capable of meeting corporate objectives.

We recognize the value of employee participation in the planning process. Strategic and operating plans are developed by all business units and divisions, resulting in a sense of ownership and commitment on the part of employees in accomplishing our objectives. In addition, employees participate in Lean and Six Sigma initiatives to continuously improve our processes.

We are an equal opportunity employer.

We are committed to contributing approximately five percent of domestic pretax earnings to human services, education and other charitable activities, particularly in communities where we have major facilities.

Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales

In accordance with accounting standards, we have reported information about our three operating segments. This information is contained in Note 16 of Notes to Consolidated Financial Statements, which can be found in Part II, Item 8 of this document.

Principal Products and Uses

We are one of the world’s leading manufacturers of equipment used for precision dispensing, testing and inspection, surface preparation and curing. Our technology-based systems can be found in production facilities around the world. Equipment ranges from manual, stand-alone units for low-volume operations to microprocessor-based automated systems for high-speed, high-volume production lines.

We market our products in the United States and in more than 50 other countries, primarily through a direct sales force and also through qualified distributors and sales representatives. We have built a worldwide reputation for creativity and expertise in the design and engineering of high-technology application equipment that meets the specific needs of our customers.

The following is a summary of the products and markets served by our operating segments:

1.  Adhesive Dispensing Systems

This segment delivers our proprietary precision dispensing technology to diverse markets for applications that commonly reduce material consumption, increase line efficiency and enhance product strength, durability, brand and appearance.

•  Nonwovens — Equipment for applying adhesives, lotions, liquids and fibers to disposable products. Key strategic markets include adult incontinence products, baby diapers and child-training pants, feminine hygiene products and surgical drapes, gowns, shoe covers and face masks.

•  Packaging — Automated adhesive dispensing systems used in the food and beverage and packaged goods industries. Key strategic markets include food packages and wrappers and drink containers.

•  Paper and Paperboard Converting — Hot melt and cold glue adhesive dispensing systems for the paper and paperboard converting industries. Key strategic markets include bag and sack manufacturing, bookbinding, envelope manufacturing and folding carton manufacturing.

•  Product Assembly — Adhesive and sealant dispensing systems for bonding or sealing plastic, metal and wood products. Key strategic markets include appliances, automotive components, building and construction materials, electronics, furniture and solar energy.

•  Web Coating — Laminating and coating systems used to manufacture continuous-roll goods in the nonwovens, textile, paper and flexible-packaging industries. Key strategic markets include carpet, labels, tapes and textiles.

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2. Advanced Technology Systems

This segment integrates our proprietary product technologies found in progressive stages of a customer’s production process, such as surface preparation, precisely controlled dispensing of material onto the surface, curing and drying of dispensed material, bond testing and X-ray inspection to ensure quality. This segment primarily serves the specific needs of electronics and related high-tech industries.

•  Surface Preparation — Automated gas plasma treatment systems used to clean and condition surfaces for the semiconductor, medical and printed circuit board industries. Key strategic markets include contact lenses, electronics, medical instruments and devices, printed circuit boards and semiconductors.

•  Dispensing Systems — Controlled manual and automated systems for applying materials in customer processes typically requiring extreme precision and material conservation. These systems include piezoelectric and motionless two-component mixing dispensing systems. Key strategic markets include aerospace, electronics (cell phones, liquid crystal displays, micro hard drives, microprocessors, printed circuit boards), general industrial, life sciences (dental and medical devices, including pacemakers and stents), light emitting diodes (LED) and solar energy.

•  Curing and Drying Systems — Ultraviolet equipment used primarily in curing and drying operations for specialty coatings, semiconductor materials and paints. Key strategic markets include electronics, containers, and durable goods products.

•  Bond Testing and Inspection Systems — Bond testing and automated optical and x-ray inspection systems used in the semiconductor and printed circuit board industries. Key strategic markets include electronics (digital music players and cell phones), printed circuit board assemblies and semiconductor packages.

3. Industrial Coating Systems

This segment provides both standard and highly-customized equipment used primarily for applying coatings, paint, finishes, sealants and other materials. This segment primarily serves the consumer durables market.

•  Automotive — Automated and manual dispensing systems used to apply materials in the automotive, heavy truck and recreational vehicle manufacturing industries. Key strategic markets include powertrain components, body assembly and final trim applications.

•  Container Coating — Automated and manual dispensing and curing systems used to coat and cure containers. Key strategic markets include beverage containers and food cans.

•  Liquid Finishing — Automated and manual dispensing systems used to apply liquid paints and coatings to consumer and industrial products. Key strategic markets include automotive components, construction, metal shelving and drums.

•  Powder Coating — Automated and manual dispensing systems used to apply powder paints and coatings to a variety of metal, plastic and wood products. Key strategic markets include agriculture and construction equipment, appliances, automotive components, home and office furniture, lawn and garden equipment and wood and metal shelving.

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Manufacturing and Raw Materials

Our production operations include machining and assembly. We manufacture specially designed parts and assemble components into finished equipment. Many components are made in standard modules that can be used in more than one product or in combination with other components for a variety of models. We have principal manufacturing operations in the United States in Amherst, Ohio; Norcross, Swainsboro and Dawsonville, Georgia; Carlsbad, California; Robbinsville, New Jersey and East Providence, Rhode Island; as well as in Shanghai and Suzhou, China; Luneburg, Germany; Bangalore, India; Maastricht, The Netherlands and in Aylesbury, United Kingdom.

Principal materials used to make our products are metals and plastics, typically in sheets, bar stock, castings, forgings and tubing. We also purchase many electrical and electronic components, fabricated metal parts, high-pressure fluid hoses, packings, seals and other items integral to our products. Suppliers are competitively selected based on cost, quality and service. All significant raw materials that we use are available through multiple sources.

Senior operating executives supervise an extensive quality control program for our equipment, machinery and systems.

Natural gas and other fuels are our primary energy sources. However, standby capacity for alternative sources is available if needed.

Intellectual Property

We maintain procedures to protect our intellectual property (including patents, trademarks and copyrights) both domestically and internationally. Risk factors associated with our intellectual property are discussed in Item 1A Risk Factors.

Our intellectual property portfolios include valuable patents, trade secrets, know-how, domain names, trademarks and trade names. As of October 31, 2010, we held 343 United States patents and 732 foreign patents and had 157 United States patent applications and 711 foreign patent applications pending, but there is no assurance that any patent application will be issued. We continue to apply for and obtain patent protection for new products on an ongoing basis.

Patents covering individual products extend for varying periods according to the date of filing or grant and legal term of patents in various countries where a patent is obtained. Our current patent portfolio has expiration dates ranging from November 2010 to March 2035. The actual protection a patent provides, which can vary from country to country, depends upon the type of patent, the scope of its coverage, and the availability of legal remedies in each country. We believe, however, that the duration of our patents generally exceeds the life cycles of the technologies disclosed and claimed in the patents.

We believe our trademarks are important assets and we aggressively manage our brands. We also own a number of trademarks in the United States and foreign countries, including registered trademarks for Nordson, Asymtek, ColorMax, Control Coat, Dage, EFD and Saturn and various common law trademarks which are important to our business, inasmuch as they identify Nordson and our products to our customers. As of October 31, 2010, we had a total of 1,010 trademark registrations in the United States and in various foreign countries.

We rely upon a combination of nondisclosure and other contractual arrangements and trade secret laws to protect our proprietary rights and also enter into confidentiality and intellectual property agreements with our employees that require them to disclose any inventions created during employment, convey all rights to inventions to us, and restrict the distribution of proprietary information.

We protect and promote our intellectual property portfolio and take those actions we deem appropriate to enforce our intellectual property rights and to defend our right to sell our products. Although in aggregate our intellectual property is important to our operations, we do not believe that the loss of any one patent, trademark, or group of related patents or trademarks would have a material adverse effect on our results of operations or financial position of our overall business.

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Seasonal Variation in Business

Generally, the highest volume of sales occurs in our fourth quarter due in large part to the timing of customers’ capital spending programs. First quarter sales volume is typically the lowest of the year due to customer holiday shutdowns.

Working Capital Practices

No special or unusual practices affect our working capital. However, we generally require advance payments as deposits on customized equipment and systems and, in certain cases, require progress payments during the manufacturing of these products. We have initiated a number of new processes focused on reduction of manufacturing lead times. These initiatives have resulted in lower investment in inventory while maintaining the capability to respond promptly to customer needs.

Customers

We serve a broad customer base, both in terms of industries and geographic regions. In 2010, no single customer accounted for five percent or more of sales.

Backlog

Our backlog of open orders increased to approximately $128,000 at October 31, 2010 from approximately $79,000 at October 31, 2009. The increase can be traced primarily to returning demand in consumer durable goods markets and recovery in technology markets. All orders in the 2010 year-end backlog are expected to be shipped to customers in 2011.

Government Contracts

Our business neither includes nor depends upon a significant amount of governmental contracts or subcontracts. Therefore, no material part of our business is subject to renegotiation or termination at the option of the government.

Competitive Conditions

Our equipment is sold in competition with a wide variety of alternative bonding, sealing, caulking, finishing, coating, testing and inspection techniques. Any production process that requires surface preparation or modification, application of material to a substrate or surface, curing or testing and inspection is a potential use for our equipment.

Many factors influence our competitive position, including pricing, product quality and service. We enjoy a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as after-the-sale service and technical support. Working with customers to understand their processes and developing the application solutions that help them meet their production requirements also contributes to our leadership position. Our worldwide network of direct sales and technical resources also is a competitive advantage.

Research and Development

Investments in research and development are important to our long-term growth, enabling us to keep pace with changing customer and marketplace needs through the development of new products and new applications for existing products. We place strong emphasis on technology developments and improvements through internal engineering and research teams. Research and development expenses were approximately $23,835 in 2010, compared with approximately $25,528 in 2009 and $33,566 in 2008.

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Environmental Compliance

We are subject to extensive federal, state, local and foreign environmental, safety and health laws and regulations concerning, among other things, emissions to the air, discharges to land and water and the generation, handling, treatment and disposal of hazardous waste and other materials. Under certain of these laws, we can be held strictly liable for hazardous substance contamination of any real property we have ever owned, operated or used as a disposal site or for natural resource damages associated with such contamination. We are also required to maintain various related permits and licenses, many of which require periodic modification and renewal. The operation of manufacturing plants unavoidably entails environmental, safety and health risks, and we could incur material unanticipated costs or liabilities in the future if any of these risks were realized in ways or to an extent that we did not anticipate.

We believe that we operate in compliance, in all material respects, with applicable environmental laws and regulations. Compliance with environmental laws and regulations requires continuing management effort and expenditures. We have incurred, and will continue to incur, costs and capital expenditures to comply with these laws and regulations and to obtain and maintain the necessary permits and licenses. We believe that the cost of complying with environmental laws and regulations will not have a material affect on our earnings, liquidity or competitive position but cannot assure that material compliance-related costs and expenses may not arise in the future. For example, future adoption of new or amended environmental laws, regulations or requirements or newly discovered contamination or other circumstances that require us to incur costs and expenses that cannot be presently anticipated.

We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material environmental damage arising from our operations. We accrue for estimated environmental liabilities with charges to expense and believe our environmental accrual is adequate to provide for our portion of the costs of all such known environmental liabilities. Compliance with federal, state and local environmental protection laws during 2010 had no material effect on our capital expenditures, earnings or competitive position. Based upon consideration of currently available information, we believe liabilities for environmental matters will not have a material adverse affect on our financial position, operating results or liquidity, but we cannot assure that material environmental liabilities may not arise in the future.

Employees

As of October 31, 2010, we had 3,680 full- and part-time employees, including 133 at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on November 3, 2013. No material work stoppages have been experienced at any of our facilities during any of the periods covered by this report.

Available Information

Our proxy statement, annual report to the Securities and Exchange Commission (Form 10-K), quarterly reports (Form 10-Q) and current reports (Form 8-K) and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at http://www.nordson.com/investors as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC. Copies of these reports may also be obtained free of charge by sending written requests to Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.

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Item 1A. Risk Factors

In an enterprise as diverse as ours, a wide range of factors could affect future performance. We discuss in this section some of the risk factors that, if they actually occurred, could materially and adversely affect our business, financial condition, value and results of operations. You should consider these risk factors in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements.

The significant risk factors affecting our operations include the following:

Changes in United States or international economic conditions could adversely affect the profitability of any of our operations.

In 2010, 27 percent of our revenue was derived from domestic customers while 73 percent was derived from international customers. Our largest markets include appliance, automotive, bookbinding, construction, container, converting, electronics assembly, food and beverage, furniture, life sciences and medical, light emitting diodes (LED), metal finishing, nonwovens, packaging and semiconductor. A slowdown in any of these specific end markets could directly affect our revenue stream and profitability.

A portion of our product sales is attributable to industries and markets, such as the semiconductor and metal finishing industries, which historically have been cyclical and sensitive to relative changes in supply and demand and general economic conditions. The demand for our products depends, in part, on the general economic conditions of the industries or national economies of our customers. Downward economic cycles in our customers’ industries or countries may reduce sales of some of our products. It is not possible to predict accurately the factors that will affect demand for our products in the future.

Any significant downturn in the health of the general economy, either globally, regionally or in the markets in which we sell products could have an adverse effect on our revenues and financial performance, resulting in impairment of assets.

Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results.

We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the Euro, the Yen and the British Pound. Any significant change in the value of the currencies of the countries in which we do business against the United States dollar could affect our ability to sell products competitively and control our cost structure, which could have a material adverse effect on our business, financial condition and results of operations. For additional detail related to this risk, see Item 7A, Quantitative and Qualitative Disclosure About Market Risk.

The majority of our consolidated revenues in 2010 were generated in currencies other than the United States dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred. As a result, currency fluctuations between the United States dollar and the currencies in which we do business have caused and will continue to cause foreign currency transaction and translation gains and losses, which historically have been material and could continue to be material. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates. We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where available, but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations.

We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into United States dollars or to remit dividends and other payments by our foreign subsidiaries or customers located in or conducting business in a country imposing controls. Currency devaluations diminish the United States dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow.

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We could be adversely affected by rapid changes in interest rates.

Any period of unexpected or rapid increase in interest rates may also adversely affect our profitability. At October 31, 2010, we had $112,420 of total debt outstanding, of which 43 percent was priced at interest rates that float with the market. A one percent increase in the interest rate on the floating rate debt in 2010 would have resulted in approximately $1,073 of additional interest expense. A higher level of floating rate debt would increase the exposure discussed above. For additional detail related to this risk, see Item 7A, Quantitative and Qualitative Disclosure About Market Risk.

Inability to access capital could impede growth or the repayment or refinancing of existing indebtedness.

The limits imposed on us by the restrictive covenants contained in our credit facilities could prevent us from making acquisitions or cause us to lose access to these facilities.

Our existing credit facilities contain restrictive covenants that limit our ability to, among other things:

•  borrow money or guarantee the debts of others;

•  use assets as security in other transactions;

•  make investments or other restricted payments or distributions;

•  change our business or enter into new lines of business;

•  sell or acquire assets or merge with or into other companies.

In addition, our credit facilities require us to meet financial ratios, including total indebtedness to consolidated trailing EBITDA (both as defined in the credit facility) and consolidated trailing EBITDA to consolidated trailing interest expense (as defined in the credit facility).

These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict our financing activities.

Our ability to comply with the covenants and other terms of our credit facilities will depend on our future operating performance. If we fail to comply with such covenants and terms, we will be in default and the maturity of the related debt could be accelerated and become immediately due and payable. We may be required to obtain waivers from our lenders in order to maintain compliance under our credit facilities, including waivers with respect to our compliance with certain financial covenants. If we are unable to obtain necessary waivers and the debt under our credit facilities is accelerated, we would be required to obtain replacement financing at prevailing market rates.

We may need new or additional financing in the future to expand our business or refinance existing indebtedness. If we are unable to access capital on satisfactory terms and conditions, we may not be able to expand our business or meet our payment requirements under our existing credit facilities. Our ability to obtain new or additional financing will depend on a variety of factors, many of which are beyond our control. We may not be able to obtain new or additional financing because we have substantial debt or because we may not have sufficient cash flow to service or repay our existing or future debt. In addition, depending on market conditions and our financial performance, neither debt nor equity financing may be available on satisfactory terms or at all. Finally, as a consequence of worsening financial market conditions, our credit facility providers may not provide the agreed capital if they become undercapitalized.

9

Our growth strategy includes acquisitions, and we may not be able to make acquisitions of suitable candidates or integrate acquisitions successfully.

Our recent historical growth has depended, and our future growth is likely to continue to depend, in part on our acquisition strategy and the successful integration of acquired businesses into our existing operations. We intend to continue to seek additional acquisition opportunities both to expand into new markets and to enhance our position in existing markets throughout the world. We cannot assure, however, that we will be able to successfully identify suitable candidates, prevail against competing potential acquirers, negotiate appropriate acquisition terms, obtain financing that may be needed to consummate such acquisitions, complete proposed acquisitions, successfully integrate acquired businesses into our existing operations or expand into new markets. In addition, we cannot assure that any acquisition, once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.

The success of any acquisition is subject to other risks and uncertainties, including:

•  our ability to realize operating efficiencies, synergies or other benefits expected from an acquisition, and possible delays in realizing the benefits of the acquired company or products;

•  diversion of management’s time and attention from other business concerns;

•  difficulties in retaining key employees, customers or suppliers of the acquired business;

•  difficulties in maintaining uniform standards, controls, procedures and policies throughout acquired companies;

•  adverse effects on existing business relationships with suppliers or customers;

•  the risks associated with the assumption of contingent or undisclosed liabilities of acquisition targets;

•  the ability to generate future cash flows or the availability of financing.

In addition, an acquisition could adversely impact our operating performance as a result of the incurrence of acquisition-related debt, acquisition expenses, or the amortization of acquisition-acquired assets.

We may also face liability with respect to acquired businesses for violations of environmental laws occurring prior to the date of our acquisition, and some or all of these liabilities may not be covered by environmental insurance secured to mitigate the risk or by indemnification from the sellers from which we acquired these businesses. We could also incur significant costs, including, but not limited to, remediation costs, natural resources damages, civil or criminal fines and sanctions and third-party claims, as a result of past or future violations of, or liabilities associated with environmental laws.

The inability to continue to develop new products could limit our revenue and profitability.

Innovation is critical to our success. We believe that we must continue to enhance our existing products and to develop and manufacture new products with improved capabilities in order to continue to be a market leader. We also believe that we must continue to make improvements in our productivity in order to maintain our competitive position. Our inability to anticipate, respond to or utilize changing technologies could have a material adverse effect on our business and our consolidated results of operations.

10

Our inability to protect our intellectual property rights could adversely affect product sales and financial performance.

Difficulties in acquiring and maintaining our intellectual property rights could also adversely affect our business and financial position. Our performance may depend in part on our ability to establish, protect and enforce intellectual property rights with respect to our patented technologies and proprietary rights and to defend against any claims of infringement. These activities involve complex and constantly evolving legal, scientific and factual questions and uncertainties. Our ability to compete effectively with other companies depends in part on our ability to maintain and enforce our patents and other proprietary rights, which are essential to our business. These measures afford only limited protection and may not in all cases prevent our competitors from gaining access to our intellectual property and proprietary information.

Litigation has been and may continue to be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of our proprietary rights. In addition, we may face claims of infringement that could interfere with our ability to use technology or other intellectual property rights that are material to our business operations. If litigation that we initiate is unsuccessful, we may not be able to protect the value of some of our intellectual property. If a claim of infringement against us is successful, we may be required to pay royalties or license fees to continue to use technology or other intellectual property rights that we have been using or we may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable time. If we are unable to timely obtain licenses on reasonable terms, we may be forced to cease selling or using any of our products that incorporate the challenged intellectual property, or to redesign or, in the case of trademark claims, rename our products to avoid infringing the intellectual property rights of third parties. This may not always be possible or, if possible, may be time consuming and expensive. Intellectual property litigation, whether successful or unsuccessful, could be expensive to us and divert some of our resources. Our intellectual property rights may not be as valuable as we believe, which could result in a competitive disadvantage or adversely affect our business and financial performance.

Political conditions in foreign countries in which we operate could adversely affect us.

We conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business outside the United States. In 2010, approximately 73 percent of our total sales were to customers outside the United States. We expect that international operations and United States export sales will continue to be important to our business for the foreseeable future. Both the sales from international operations and export sales are subject in varying degrees to risks inherent in doing business outside the United States. Such risks include, but are not limited to, the following:

•  risks of economic instability;

•  unanticipated or unfavorable circumstances arising from host country laws or regulations;

•  restrictions on the transfer of funds into or out of a country;

•  currency exchange rate fluctuations;

•  difficulties in enforcing agreements and collecting receivables through some foreign legal systems;

•  international customers with longer payment cycles than customers in the United States;

•  potential negative consequences from changes to taxation policies;

•  the disruption of operations from foreign labor and political disturbances;

•  the imposition of tariffs, import or export licensing requirements;

•  exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country.

Any of these events could reduce the demand for our products, limit the prices at which we can sell our products, or otherwise have an adverse effect on our operating performance.

11

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The following table summarizes our principal properties as of October 31, 2010.

		Approximate
Location	Description of Property	Square Feet
Amherst, Ohio(1)(2)(3)	A manufacturing, laboratory and office complex		585,000
Norcross, Georgia(1)	A manufacturing, laboratory and office building		150,000
Dawsonville, Georgia(1)	A manufacturing, laboratory and office building		134,000
East Providence, Rhode Island(2)	A manufacturing, warehouse and office building		116,000
Duluth, Georgia(1)	An office and laboratory building		110,000
Carlsbad, California(2)	Two manufacturing and office buildings (leased)		88,000
Robbinsville, New Jersey(2)	A manufacturing, warehouse and office building (leased)		88,000
Swainsboro, Georgia(1)	A manufacturing building		59,000
Vista, California(2)	A manufacturing building (leased)		41,000
Westlake, Ohio	Corporate headquarters (leased)		23,000
Luneburg, Germany(1)	A manufacturing and laboratory building		130,000
Shanghai, China(1)(3)	A manufacturing, warehouse and office building (leased)		92,000
Erkrath, Germany(1)(2)(3)	An office, laboratory and warehouse building (leased)		63,000
Bangalore, India(1)(2)(3)	A manufacturing, warehouse and office building		56,000
Shanghai, China(1)(2)(3)	An office and laboratory building		54,000
Tokyo, Japan(1)(2)(3)	An office, laboratory and warehouse building (leased)		42,000
Aylesbury, U.K.(1)(2)	A manufacturing, warehouse and office building (leased)		36,000
Mexico City, Mexico(1)(2)(3)	A warehouse and office building (leased)		23,000
Suzhou, China(2)	A manufacturing, warehouse and office building (leased)		22,000
Lagny Sur Marne, France(1)(3)	An office building (leased)		17,000
Segrate, Italy(1)(3)	An office, laboratory and warehouse building (leased)		7,000
Singapore(1)(2)(3)	A warehouse and office building (leased)		6,000

Business Segment — Property Identification Legend

1 — Adhesive Dispensing Systems

2 — Advanced Technology Systems

3 — Industrial Coating Systems

The facilities listed above have adequate, suitable and sufficient capacity (production and nonproduction) to meet present and foreseeable demand for our products.

Other properties at international subsidiary locations and at branch locations within the United States are leased. Lease terms do not exceed 25 years and generally contain a provision for cancellation with some penalty at an earlier date.

In addition, we lease equipment under various operating and capitalized leases. Information about leases is reported in Note 6 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document.

12

Item 3. Legal Proceedings

We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. Including the environmental matter discussed below, it is our opinion, after consultation with legal counsel, that resolutions of these matters are not expected to result in a material effect on our financial condition, quarterly or annual operating results or cash flows.

Environmental — We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and constructing a potable water delivery system serving the impacted area down gradient of the Site. At October 31, 2010 and 2009, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $885.

The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

Item 4. Removed and Reserved

13

Executive Officers of the Company

Our executive officers as of October 31, 2010, were as follows:

					Position or Office with The Company and Business
Name	Age		Officer Since		Experience During the Past Five (5) Year Period
Michael F. Hilton		56		2010	President and Chief Executive Officer, 2010
					Senior Vice President and General Manager-Electronics and Performance Materials Segment of Air Products and Chemicals, Inc., 2007
					Vice President and General Manager-Electronics and Performance Materials Segment of Air Products and Chemicals, Inc., 2006
					Vice President-Electronics Businesses, Electronics Division of Air Products and Chemicals, Inc., 2003
John J. Keane		49		2003	Senior Vice President, 2005
Peter G. Lambert		50		2005	Senior Vice President, 2010
					Vice President, 2005
Douglas C. Bloomfield		51		2005	Vice President, 2005
Gregory P. Merk		39		2006	Vice President, 2006
					General Manager, Latin America South, 2000
Shelly M. Peet		45		2007	Vice President, 2009
					Vice President, Chief Information Officer, 2007
					Director, Corporate Information Services and Chief Information Officer, 2003
Gregory A. Thaxton		49		2007	Vice President, Chief Financial Officer, 2008
					Vice President, Controller, 2007
					Corporate Controller and Chief Accounting Officer, 2006
					Group Controller, 2000
Robert E. Veillette		58		2007	Vice President, General Counsel and Secretary, 2007
					Secretary and Assistant General Counsel, 2002

14

PART II

Item 5.  Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Dividends

(a) Our common shares are listed on the Nasdaq Stock Market under the symbol NDSN. As of November 30, 2010, there were 1,791 registered shareholders. The table below is a summary of dividends paid per common share and the range of market prices during each quarter of 2010 and 2009.

	Dividend		Common Share Price
Quarters	Paid		High		Low
2010:
First	$	.19	$	64.95	$	51.07
Second		.19		77.40		53.47
Third		.19		74.44		53.95
Fourth		.21		80.17		61.76
2009:
First	$	.1825	$	39.95	$	24.04
Second		.1825		38.06		20.30
Third		.1825		46.29		34.47
Fourth		.19		59.77		44.99

(b) Use of Proceeds. Not applicable.

(c) Issuer Purchases of Equity Securities

					Total Number of		Maximum Number
					Shares Repurchased		of Shares that
	Total Number		Average		as Part of Publicly		May Yet Be
	of Shares		Price Paid		Announced Plans		Purchased Under the
	Repurchased		per Share		or Programs(1)		Plans or Programs
August 1, 2010 to August 31, 2010		42	$	64.17		42		773
September 1, 2010 to September 30, 2010		89	$	68.29		89		684
October 1, 2010 to October 31, 2010		33	$	74.00		33		651
Total		164				164

(1) On December 10, 2008 the board of directors approved a stock repurchase program of up to 1,000 shares. Uses for repurchased shares include the funding of benefit programs including stock options, nonvested stock and 401(k) matching. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program is being funded using working capital.

15

Performance Graph

The following is a graph that compares the five-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, 2005 in Nordson common shares, the S&P MidCap 400 Index, the S&P MidCap 400 Industrial Machinery and the S&P 500 Industrial Machinery.

COMPARISON OF CUMULATIVE TOTAL RETURN

	Period Ending
Company/Market/Peer Group	2005		2006		2007		2008		2009		2010
NORDSON CORPORATION	$	100.0	$	125.51	$	148.20	$	103.61	$	151.25	$	226.38
S&P MIDCAP 400	$	100.0	$	113.43	$	132.73	$	84.33	$	99.67	$	127.21
S&P 500 IND. MACHINERY	$	100.0	$	119.55	$	149.66	$	85.66	$	114.62	$	146.66
S&P MIDCAP 400 IND. MACHINERY	$	100.0	$	122.77	$	159.58	$	92.40	$	114.22	$	148.45

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Item 6. Selected Financial Data

Five-Year Summary

(In thousands except for per-share amounts)	2010		2009			2008		2007		2006
Operating Data(a)
Sales	$	1,041,551	$	819,165		$	1,124,829	$	993,649	$	892,221
Cost of sales		419,937		350,239			494,394		439,804		379,800
% of sales		40		43			44		44		43
Selling and administrative expenses		384,752		337,294			434,476		401,294		362,179
% of sales		37		41			39		40		41
Severance and restructuring costs		2,029		16,396			5,621		409		2,627
Goodwill and long-lived asset impairments		—		243,043			—		—		—
Operating profit (loss)		234,833		(127,807	)		190,338		152,142		147,615
% of sales		23		(16	)		17		15		17
Income (loss) from continuing operations		168,048		(160,055	)		117,504		90,692		97,667
% of sales		16		(20	)		10		9		11
Financial Data(a)
Working capital	$	259,117	$	190,249		$	180,317	$	180,010	$	105,979
Net property, plant and equipment and other non-current assets		535,323		544,003			782,356		801,916		475,586
Total invested capital(b)		567,323		508,989			847,253		846,911		498,978
Total assets		986,354		890,674			1,166,669		1,211,840		822,890
Long-term liabilities		289,368		364,276			388,561		450,809		151,037
Shareholders’ equity		505,072		369,976			574,112		531,117		430,528
Return on average invested capital — %(c)		31		10	(d)		15		14		21
Return on average shareholders’ equity — %(e)		40		(28	)		20		19		26
Per-Share Data(a)
Average number of common shares		33,805		33,565			33,746		33,547		33,365
Average number of common shares and common share equivalents		34,221		33,565			34,307		34,182		34,180
Basic earnings (loss) per share from continuing operations	$	4.97	$	(4.77	)	$	3.48	$	2.70	$	2.93
Diluted earnings (loss) per share from continuing operations		4.91		(4.77	)		3.43		2.65		2.86
Dividends per common share		0.78		0.7375			0.73		0.70		0.67
Book value per common share		14.88		10.99			17.03		15.76		12.89

(a)  See accompanying Notes to Consolidated Financial Statements.

(b)  Notes payable, plus current portion of long-term debt, plus long-term debt, minus cash and marketable securities, plus shareholders’ equity.

(c)  Income from continuing operations, plus after-tax interest expense on borrowings as a percentage of average quarterly borrowings (net of cash) plus average quarterly equity over five accounting periods.

(d)  The percentage for 2009 excludes goodwill and long-lived asset impairment charges. Including these charges, the return on average invested capital for 2009 would have been negative 21 percent.

(e)  Income from continuing operations as a percentage of shareholders’ equity.

17

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate the accounting policies and estimates that are used to prepare financial statements. We base our estimates on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.

Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below. On a regular basis, critical accounting policies are reviewed with the Audit Committee of the board of directors.

Revenue Recognition — Most of our revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer. Revenues from contracts with multiple element arrangements, such as those including installation or other services, are recognized as each element is earned based on objective evidence of the relative fair value of each element. If the installation or other services are inconsequential to the functionality of the delivered product, the entire amount of revenue is recognized upon satisfaction of the criteria noted above. Inconsequential installation or other services are those that can generally be completed in a short period of time, at insignificant cost, and the skills required to complete these installations are not unique to us. If installation or other services are essential to the functionality of the delivered product, revenues attributable to these obligations are deferred until completed. Amounts received in excess of revenue recognized are included as deferred revenue within accrued liabilities in the accompanying balance sheets. Revenues deferred in 2010, 2009 and 2008 were not material.

Goodwill — Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. For 2010 and 2009, our reporting units are the Adhesive Dispensing Systems segment, the Industrial Coating Systems segment and one level below the Advanced Technology Systems segment. Reporting units in the Advanced Technology Systems segment in 2010 are consistent with those used in 2009, except that Picodostec and YESTech are now included in the EFD and Dage reporting units, respectively.

18

The goodwill impairment test is a two-step process. In the first step, performed in the fourth quarter of each year, we calculate a reporting unit’s fair value using a discounted cash flow valuation methodology and compare the result against the reporting unit’s carrying value of net assets. If the carrying value of a reporting unit exceeds its fair value, then a second step is performed to determine if goodwill is impaired. In step one, the assumptions used for discounted cash flow, revenue growth, operating margin, and working capital turnover are based on general management’s strategic plans tempered by performance trends and reasonable expectations about those trends. Terminal value calculations employ a published formula known as the “Gordon Growth Model Method” that essentially captures the present value of perpetual cash flows beyond the last projected period assuming a constant Weighted Average Cost of Capital methodology (WACC) and growth rate. For each reporting unit, sensitivity calculations vary the discount and terminal growth rates in order to provide a range of assurance that our expected assumptions are fair for detecting impairment.

Discount rates were developed using a WACC methodology. The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. For 2010, the discount rates used ranged from 10 percent to 19 percent depending upon the reporting unit’s size, end market volatility, and projection risk. The calculated internal rate of return for the step one consolidated valuation was 11.3 percent, the same as the calculated WACC for total Nordson.

To test the reasonableness of the discounted cash flow valuations, we performed the control premium test, which compares the sum of the fair values calculated for our reporting units (net of debt) to the market value of equity. The control premium was 7 percent as of the test date of July 31, 2010 and negative 12 percent as of our year-end of October 31, 2010. These comparisons indicated that the discounted cash flow valuation was reasonable. In addition, indications of value derived for each reporting unit using the market approach reconciled reasonably with the results of the discounted cash flow approach.

In 2010, the results of our step one testing indicated no impairment; therefore, the second step of impairment testing was not necessary.

In 2009, we determined that the second step of impairment testing was necessary. In the second step, a hypothetical purchase price allocation of the reporting unit’s assets and liabilities is performed using the fair value calculated in step one. The difference between the fair value of the reporting unit and the hypothetical fair value of assets and liabilities is the implied goodwill amount. Impairment is recorded if the carrying value of the reporting unit’s goodwill is higher than its implied goodwill. Based upon the results of our impairment testing, we recognized an impairment charge for a reduction in the carrying value of goodwill in the amount of $232,789, relating to six reporting units as follows: Dage $166,916, Picodostec $7,530, YESTech $26,149, March Plasma Systems $16,449, UV Curing $12,129, and Industrial Coating Systems $3,616.

The excess of fair value (FV) over carrying value (CV) was compared to the carrying value for each reporting unit. Based on the results shown in the table below, our conclusion is that no indicators of impairment exist. Potential events or circumstances resulting in a negative effect to the estimated fair value could range from a further downturn in global economies to a much slower recovery than assumed.

				Excess of
	WACC			FV over CV			Goodwill
Adhesive Dispensing		10.0	%		800	%	$	33,175
Asymtek		13.5	%		877	%	$	15,185
EFD		12.0	%		39	%	$	283,344
Dage and YESTech		19.0	%		20	%	$	14,397

19

Indefinite-Lived Intangible Assets — Indefinite-lived intangible assets are trademarks and trade names associated with Dage, Picodostec and YESTech. These assets are not subject to amortization and must be tested for impairment annually or more often if indications of impairment exist. The impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment charge is recognized in an amount equal to that excess. After an impairment charge is recognized, the adjusted carrying amount of the intangible asset becomes its new accounting basis. Subsequent reversal of a previously recognized impairment charge is prohibited.

The common valuation technique for trademark and trade names is the “relief from royalty method.” The theory is that these assets relieve the owner from having to pay a hypothetical royalty attributable to an exclusive license for selling products under the trademark or trade name. The value of the hypothetical exclusive license is based upon the present value of a stream of hypothetical royalty payments, using assumptions for revenue growth (the same as for goodwill testing), discount rates (slightly more risk premium than for goodwill testing), royalty rates (based on market data), and tax amortization benefits (based upon statutory guidance).

No impairment charges related to indefinite-lived intangible assets were recorded in 2010. Impairment charges totaling $8,282 were recorded in 2009 as follows by reporting unit: Dage $5,365, Picodostec $157, YESTech $350, and TAH Industries $2,410. The charge for the TAH trade name was due to our branding program, under which TAH product lines are being integrated into and marketed as “Nordson EFD” over the next several years. Accordingly, the TAH trade name was converted to a finite-lived asset.

Other Long-Lived Assets — Our test for recoverability of long-lived depreciable and amortizable assets used undiscounted cash flows. Long-lived assets are grouped at the lowest level for which there is identifiable cash flows. The total carrying value of long-lived assets for each reporting unit has been compared to the forecasted cash flows of each reporting unit’s long-lived assets being tested. Cash flows have been defined as earnings before interest, taxes, depreciation, and amortization, less annual maintenance capital spending.

Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) are based on the remaining useful life of the asset. We believe that the relative value of long-lived assets within each reporting unit is a reasonable proxy for the relative importance of the assets in the production of cash flow. To get to a reasonable forecast period, the aggregate net book value of long-lived assets was divided by the current depreciation and amortization value to arrive at a blended remaining useful life. Our calculations for 2010 showed the undiscounted aggregate value of cash flows over the remaining useful life for each reporting unit was greater than the respective carrying value of the lived assets within each reporting unit, so no impairment charges were recognized.

Inventories — Inventories are valued at the lower of cost or market. Cost was determined using the last-in, first-out (LIFO) method for 25 percent of consolidated inventories at October 31, 2010, and 26 percent at October 31, 2009, with the first-in, first-out (FIFO) method used for the remaining inventory. On an ongoing basis, inventory is tested for technical obsolescence, as well as for future demand and changes in market conditions. We have historically maintained inventory reserves to reflect those conditions when the cost of inventory is not expected to be recovered. Reserves are also maintained for inventory used for demonstration purposes. The inventory reserve balance was $16,802, $15,740 and $13,133 at October 31, 2010, 2009 and 2008, respectively.

Pension Plans and Postretirement Medical Plans — The measurement of liabilities related to our pension plans and postretirement medical plans is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions, and health care cost trend rates.

20

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 5.21 percent at October 31, 2010 and 5.50 percent at October 31, 2009. The discount rate for these plans, which comprised 77 percent of the worldwide pension obligations at October 31, 2010, was based on quality fixed income investments with a duration period approximately equal to the period over which pension obligations are expected to be settled. The weighted-average discount rate used to determine the present value of our various international pension plan obligations was 4.17 percent at October 31, 2010, compared to 4.78 percent at October 31, 2009. The discount rates used for the international plans were determined by using quality fixed income investments with a duration period approximately equal to the period over which pension obligations are expected to be settled.

In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and actuarial experts in developing appropriate return assumptions. The expected rate of return (long-term investment rate) on domestic pension assets was 8.25 percent at October 31, 2010 and 8.51 percent at October 31, 2009. The average expected rate of return on international pension assets was 4.84 percent at October 31, 2010 and 4.85 percent at October 31, 2009.

The assumed rate of compensation increases for domestic employees was 3.30 percent for both 2010 and 2009. The assumed rate of compensation increases for international employees was 3.21 percent in 2010, compared to 2.86 percent in 2009.

Annual expense amounts are determined based on the discount rate used at the end of the prior year. Differences between actual and assumed investment returns on pension plan assets result in actuarial gains or losses that are amortized into expense over a period of years.

Economic assumptions have a significant effect on the amounts reported. The effect of a one percent change in the discount rate, expected return on assets and compensation increase is shown in the table below. Bracketed numbers represent decreases in expense and obligation amounts.

	United States						International
	1% Point			1% Point			1% Point			1% Point
	Increase			Decrease			Increase			Decrease
Discount rate:
Effect on total service and interest cost components in 2010	$	(2,077	)	$	2,953		$	(226	)	$	494
Effect on pension obligation as of October 31, 2010	$	(24,337	)	$	30,486		$	(11,368	)	$	14,527
Expected return on assets:
Effect on total service and interest cost components in 2010	$	(1,727	)	$	1,728		$	(278	)	$	278
Effect on pension obligation as of October 31, 2010	$	—		$	—		$	—		$	—
Compensation increase:
Effect on total service and interest cost components in 2010	$	2,482		$	(2,435	)	$	251		$	(250	)
Effect on pension obligation as of October 31, 2010	$	26,009		$	(13,568	)	$	8,644		$	(7,119	)

With respect to the domestic postretirement medical plan, the discount rate used to value the benefit obligation decreased from 5.50 percent at October 31, 2009 to 5.25 percent at October 31, 2010. The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be 9.00 percent in 2011, decreasing gradually to 5.00 percent in 2020.

For the international postretirement plan, the discount rate used to value the benefit obligation was 5.75 percent at October 31, 2010 and 6.75 percent at October 31, 2009. The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be 6.80 percent in 2011, decreasing gradually to 4.80 percent in 2013.

21

The discount rate and the health care cost trend rate assumptions have a significant effect on the amounts reported. For example, a one-percentage point change in the discount rate and assumed health care cost trend rate would have the following effects:

	United States						International
	1% Point			1% Point			1% Point			1% Point
	Increase			Decrease			Increase			Decrease
Discount rate:
Effect on total service and interest cost components in 2010	$	(468	)	$	562		$	(9	)	$	11
Effect on postretirement obligation as of October 31, 2010	$	(7,040	)	$	8,801		$	(131	)	$	176
Health care trend rate:
Effect on total service and interest cost components in 2010	$	503		$	(406	)	$	19		$	(14	)
Effect on postretirement obligation as of October 31, 2010	$	8,042		$	(6,556	)	$	169		$	(129	)

Employees hired after January 1, 2002, are not eligible to participate in the domestic postretirement medical plan.

Pension and postretirement expenses in 2011 are expected to be approximately $5,000 lower than 2010, primarily due to a settlement loss in 2010 resulting from a lump sum retirement payment.

Financial Instruments — Assets, liabilities and commitments that are to be settled in cash and are denominated in foreign currencies are sensitive to changes in currency exchange rates. We enter into foreign currency forward contracts, which are derivative financial instruments, to reduce the risk of foreign currency exposures resulting from the collection of receivables, payables and loans denominated in foreign currencies. The maturities of these contracts are usually less than 90 days. Forward contracts are not designated as hedging instruments and therefore are marked to market each accounting period, and the resulting gains or losses are included in “other — net” within other income (expense) in the Consolidated Statement of Income.

Warranties — We provide customers with a product warranty that requires us to repair or replace defective products within a specified period of time (generally one year) from the date of delivery or first use. An accrual is recorded for expected warranty costs for products shipped through the end of each accounting period. In determining the amount of the accrual, we rely primarily on historical warranty claims. Amounts charged to the warranty reserve were $6,068, $3,824 and $6,070 in 2010, 2009 and 2008, respectively. The reserve balance was $5,242, $4,587 and $5,336 at October 31, 2010, 2009 and 2008, respectively.

Long-Term Incentive Compensation Plan (LTIP) — Under the long-term incentive compensation plan, executive officers and selected other employees receive stock payouts based solely on corporate performance measures over three-year performance periods. Payouts vary based on the degree to which corporate performance equals or exceeds predetermined threshold, target and maximum performance levels at the end of a performance period. No payout will occur unless certain threshold performance objectives are equaled or exceeded. The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculation is also based upon the grant date fair value determined using a Black-Scholes model. Payouts are recorded as capital in excess of stated value in shareholders’ equity. The amount recorded at October 31, 2010 for the plans originating in 2008, 2009 and 2010 was $3,879.

Compensation expense attributable to all LTIP performance periods for executive officers and selected other employees for 2010 and 2008 was $3,879 and $4,762, respectively. There was $5,014 credited to expense attributable to all LTIP performance periods for executive officers and selected other employees for 2009 due to economic effects.

22

2010 and 2009

Sales — Worldwide sales for 2010 were $1,041,551, an increase of 27.1 percent from 2009 sales of $819,165. Sales volume increased 25.5 percent, and favorable currency effects caused by the weaker U.S. dollar increased sales by 1.6 percent.

As used throughout this Form 10-K, geographic regions include the Americas (Canada, Mexico and Central and South America), Asia Pacific (excludes Japan), Europe, Japan, and the United States.

Sales of the Adhesive Dispensing Systems segment were $525,290 in 2010, an increase of $64,544, or 14.0 percent, from 2009 sales of $460,746. The increase was the result of a sales volume increase of 12.0 percent and favorable currency effects that increased sales by 2.0 percent. Sales volume increased in all geographic regions and was particularly strong in Asia Pacific.

Sales of the Advanced Technology Systems segment were $380,304 in 2010, an increase of $131,477, or 52.8 percent, from 2009 sales of $248,827. The increase was the result of a sales volume increase of 52.2 percent and favorable currency effects that increased sales by 0.6 percent. Within the segment, significant volume increases occurred in all geographic regions and were most pronounced in Asia Pacific due to higher demand in consumer electronics end markets.

Current year sales of the Industrial Coating Systems segment were $135,957, an increase of $26,365, or 24.1 percent, from prior year sales of $109,592. The increase was the result of a sales volume increase of 22.2 percent and favorable currency effects that increased sales by 1.9 percent. Sales volume, which increased in all geographic regions except Japan, was most pronounced in Asia Pacific.

Sales outside the United States accounted for 73.4 percent of our sales in 2010, up from 71.3 percent last year. Sales increased in all five geographic regions in which we operate. In Asia Pacific, sales were $253,460 in 2010, an increase of 73.5 percent from 2009. Sales volume increased 70.4 percent, and favorable currency effects added 3.1 percent. In the Americas, sales were $77,592 up 29.5 percent from the prior year. Sales volume increased 21.8 percent and favorable currency effects increased sales by 7.7 percent. In the United States, sales were $277,262 in 2010, an increase of 17.8 percent from 2009. In Japan, sales were $95,789, up 16.9 percent from 2009. Sales volume increased 11.0 percent, and favorable currency effects added 5.9 percent. In Europe, sales were $337,448 in 2010, an increase of 14.0 percent from 2009. Sales volume increased 14.4 percent, and unfavorable currency effects reduced sales by 0.4 percent.

It is estimated that the effect of pricing on total revenue was neutral relative to the prior year.

Operating profit — Cost of sales in 2010 were $419,937, up 19.9 percent from 2009. The increase compared to the prior year is due to increased sales volume, but produced more favorable margins. Gross margins, expressed as a percentage of sales, increased to 59.7 percent in 2010 from 57.2 percent in 2009. The gross margin percentage increase in the current year was due to higher absorption of fixed overhead costs, the impact of cost reduction activities taken in 2009, more profitable product line mix and favorable currency effects.

Selling and administrative expenses, excluding severance and restructuring costs, were $384,752 in 2010, an increase of $47,458, or 14.1 percent, from 2009. The increase was largely due to higher incentive compensation expenses resulting from a higher level of business activity in the current year. In addition, currency translation effects increased selling and administrative costs by 1.5 percent. Selling and administrative expenses as a percentage of sales decreased to 36.9 percent in 2010 from 41.2 percent in 2009 due to the higher level of sales and the favorable effects of restructuring activities.

On June 30, 2010, we sold our graphic arts and lamps product lines to Baldwin Technology Company, Inc. These product lines were reported in the Advanced Technology Systems segment. We recognized a pretax loss on disposition of $357, which is reflected in selling and administrative expenses in the Consolidated Statement of Income. Results of operations and net assets of the divested product lines were immaterial to our consolidated results of operations, financial position and cash flows.

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In September 2008, a cost reduction program that involved a combination of non-workforce related efficiencies and workforce reductions primarily in the United States and Europe was announced. In response to the continuing economic crisis, additional cost reduction actions were taken in 2009 and 2010. Total severance and related costs of these actions were $5,561 in 2008 and $16,396 in 2009 and $2,029 in 2010. Severance costs were recorded in the Corporate segment.

In 2009 we recognized goodwill and long-lived asset impairment charges of $243,043. Of this amount, $232,789 related to goodwill, $8,282 related to indefinite lived trade name assets and $1,972 related to other long-lived assets. Additional information regarding these charges is described in the Critical Accounting Policies and Estimates section.

Operating profit as a percent of sales was 22.5 percent in 2010 compared to negative 15.6 percent in 2009. Goodwill and long-lived impairment charges accounted for 29.7 percent of the 38.1 percent change. The remainder of the change was primarily due to sales mix yielding higher gross margins, effects of cost reduction activities taken in 2008 and 2009 that resulted in operating costs increasing at a slower rate than sales, and higher severance and restructuring costs in 2009.

Segment operating profit margins in 2010 and 2009 were as follows:

Segment	2010			2009
Adhesive Dispensing Systems		31.7	%		27.7	%
Advanced Technology Systems		22.7	%		(86.2	)%
Industrial Coating Systems		9.2	%		(6.7	)%

Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs. Also, currency translation affects reported operating profit margins. Operating margins for each segment were favorably impacted by a weaker dollar during the year as compared to the prior year.

Operating profit as a percent of sales for the Adhesive Dispensing Systems segment increased to 31.7 percent in 2010 from 27.7 percent in 2009. The increase was primarily due to higher gross margin percentages and to sales volume increasing at a higher rate than selling and administrative expenses.

Operating profit as a percent of sales for the Advanced Technology Systems segment was 22.7 percent in 2010 compared to an operating loss of 86.2 percent of sales in 2009. The change was due primarily to goodwill and long-lived asset impairment charges of $239,427 in the prior year. Excluding these impairment charges, operating margin was 10.1 percent. The increase from 10.1 percent to 22.7 percent was primarily due to sales volume increasing at a higher rate than selling and administrative expenses.

Operating profit as a percent of sales for the Industrial Coating Systems segment was 9.2 percent in 2010 compared to an operating loss of 6.7 percent of sales in 2009. The prior year included a goodwill impairment charge of $3,616. Excluding this charge, operating margin was negative 3.4 percent in 2009. The profitability improvement in 2010 was primarily due to higher gross margin percentages and to sales volume increasing at a higher rate than selling and administrative expenses.

Interest and other income (expense) — Interest expense in 2010 was $6,263, a decrease of $1,508, or 19.4 percent, from 2009. The decrease was primarily due to lower borrowing levels in the current year. Interest income was $819 in 2010, up from $492 in 2009. The increase was primarily due to a higher level of short-term investments in the current year. Other income in 2010 was $1,930 compared to $7,895 in 2009. Included in these amounts were foreign currency gains of $1,221 in 2010 and $1,571 in 2009. The prior year also included a $5,011 gain on the sale of real estate in Westlake, Ohio.

Income taxes — Income tax expense in 2010 was $63,271, or 27.4 percent of pre-tax income. Income tax expense in 2009 was $32,864. Most of the goodwill and long-lived asset impairment charges recorded in 2009 were not deductible for income tax purposes.

The 2010 effective tax rate was positively impacted by a tax benefit of $10,243 from the write-off of the tax basis in our UV graphics arts and lamps product lines. The current year tax rate was also positively impacted by consolidation of certain operations and legal entities, resulting in a $3,616 tax benefit, and by the utilization of foreign operating tax loss carryforwards.

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The 2010 effective rate was impacted by an additional tax charge of $5,249 resulting from the enactment of the Patient Protection and Affordable Care Act and the subsequent enactment of the Health Care and Education Reconciliation Act of 2010. This charge was due to a reduction in the value of a deferred tax asset as a result of a change to the tax treatment associated with Medicare Part D subsidies.

Net income (loss) — Net income was $168,048, or $4.91 per diluted share, in 2010. This compares to a net loss of $160,055, or $4.77 per diluted share, in 2009.

Recently issued accounting standards — In September 2006, the FASB issued a standard regarding fair value measurements. This standard provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. It also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. In February 2008, the FASB issued an update that permitted a one-year deferral of the original standard for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We adopted the non-deferred portion of the standard as of November 1, 2008 and the deferred portion of the standard as of November 1, 2009. The adoptions did not impact our results of operations or financial position.

In December 2007, the FASB issued a standard that provides greater consistency in the accounting and financial reporting of business combinations. The standard requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. We adopted this standard as of November 1, 2009, and the adoption did not have a material impact on our results of operations or financial position. The future impact will depend on the nature and significance of future acquisitions.

In December 2007, the FASB issued a pronouncement that establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. We adopted this pronouncement as of November 1, 2009. The impact of adoption will depend on future transactions. To date, there was no impact of the adoption on our results of operations or financial position.

In December 2008, the FASB issued a standard that enhances the required disclosures about plan assets in an employer’s defined benefit pension or other postretirement plan, including investment allocations decisions, inputs and valuations techniques used to measure the fair value of plan assets and significant concentrations of risks within plan assets. We adopted this standard as of October 31, 2010, and the required disclosures are contained in Note 3.

In October 2009, the FASB issued authoritative guidance on multiple-deliverable revenue arrangements that addresses the unit of accounting for arrangements involving multiple deliverables. The guidance also addresses how arrangement consideration should be allocated to separate units of accounting, when applicable, and expands the disclosure requirements for multiple-deliverable arrangements. We must adopt this standard in 2011. The adoption is not expected to have a material effect on our results of operations or financial position.

2009 and 2008

Sales — As a result of the global economic slowdown, worldwide sales for 2009 were $819,165, a decrease of 27.2 percent from 2008 sales of $1,124,829. Sales volume decreased 23.3 percent, and unfavorable currency translation effects caused by the stronger United States dollar decreased sales by an additional 3.9 percent over the prior year.

Sales of the Adhesive Dispensing Systems segment were $460,746 in 2009, a decrease of $119,965, or 20.7 percent, from 2008. The change was the result of a sales volume decrease of 16.3 percent and unfavorable currency translation effects that reduced sales by an additional 4.4 percent. The sales decrease was largely attributable to large-dollar system product lines, with sales to consumer non-durable end markets, such as packaging and nonwovens, remaining more stable. All product lines within this segment and all geographic regions experienced sales volume decreases from the prior year.

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Sales of the Advanced Technology Systems segment were $248,827 in 2009, a decrease of $118,539, or 32.3 percent from 2008. Sales volume decreased 28.2 percent, and unfavorable currency translation effects decreased sales by 4.1 percent. Within the segment, volume decreases occurred in all product lines and all geographic regions largely due to reduced demand in semiconductor and consumer electronics end markets.

Industrial Coating Systems segment sales in 2009 were $109,592, a decrease of $67,160, or 38.0 percent, from the prior year. The decrease was the result of a sales volume decrease of 35.9 percent and unfavorable currency translation effects of 2.1 percent. The sales volume decline was largely due to the lack of capital spending in consumer durable end markets. Within the segment, volume decreases occurred in all product lines and all geographic regions.

Sales outside the United States accounted for 71.3 percent of total 2009 sales, compared to 71.9 percent in 2008. Sales volume in 2009 decreased from the prior year in all five geographic regions in which we operate. Sales volume was down 31.6 percent in Japan, 25.4 percent in the United States, 22.9 percent in Europe, 19.3 percent in Asia Pacific and 14.0 percent in the Americas. Sales in all international regions, except Japan, were negatively impacted by the stronger U.S. dollar.

It is estimated that the effect of pricing on total revenue was neutral relative to the prior year.

Operating profit — Cost of sales in 2009 was $350,239, down 29.2 percent from 2008, due primarily to the decrease in sales volume. Currency effects reduced cost of sales by 2.8 percent. Gross margins, expressed as a percent of sales, increased to 57.2 percent in 2009 from 56.0 percent in 2008. The increase was due primarily to a higher mix of consumables and aftermarket part sales compared to engineered systems sales. The gross margin percentage was also impacted by a reduction of overhead costs related to initiatives to reduce spending in response to the economic slowdown.

Selling and administrative expenses, excluding severance and restructuring costs, were $337,294 in 2009, a decrease of $97,182, or 22.4 percent, from 2008. The decrease was largely due to reduced compensation expenses associated with lower employment levels, furloughs, lower incentive compensation expense, and tightened control over discretionary spending. In addition, currency translation effects decreased selling and administrative costs by 4.2 percent. Selling and administrative expenses as a percentage of sales increased to 41.2 percent in 2009 from 38.6 percent in 2008 due to the lower level of sales.

In September 2008, a cost reduction program that involved a combination of non-workforce related efficiencies and workforce reductions primarily in the United States and Europe was announced. In response to the continuing economic crisis, additional cost reduction actions were taken in 2009. The total severance and related costs of these actions were $5,561 in 2008 and $16,396 in 2009. Severance costs were recorded in the Corporate segment.

In 2009 we recognized goodwill and long-lived asset impairment charges of $243,043. Of this amount, $232,789 related to goodwill, $8,282 related to indefinite lived trade name assets and $1,972 related to other long-lived assets. Additional information regarding these charges is described in the Critical Accounting Policies and Estimates section.

Operating margin was negative 15.6 percent in 2009 compared to operating profit of 16.9 percent in 2008. Goodwill and long-lived impairment charges accounted for 29.7 percent of the 32.5 percent change. The remainder of the decrease was due primarily to the reduction in sales volume.

Segment operating profit margins in 2009 and 2008 were as follows:

Segment	2009			2008
Adhesive Dispensing Systems		27.7	%		25.0	%
Advanced Technology Systems		(86.2	)%		16.8	%
Industrial Coating Systems		(6.7	)%		6.2	%

Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs. Also, currency translation affects reported operating profit margins. Operating margins for each segment were unfavorably impacted by a stronger dollar during the year as compared to the prior year.

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Operating margin for the Adhesive Dispensing Systems segment was 27.7 percent, up from 25.0 percent in 2008. The increase was due primarily to a higher gross margin percentage resulting from a mix of more consumables and aftermarket part sales compared to engineered systems sales in 2009.

Operating margin for the Advanced Technology Systems segment was negative 86.2 percent in 2009 as compared to an operating profit margin of 16.8 percent in 2008. The change was due primarily to goodwill and long-lived asset impairment and charges of $239,427. Excluding these impairment charges, operating margin was 10.1 percent in 2009. The decrease from the prior year was due primarily to sales volume decreasing at a higher rate than both cost of sales and selling and administrative expenses.

Operating margin for the Industrial Coating Systems segment was negative 6.7 percent in 2009 as compared to an operating profit margin of 6.2 percent in 2008. The current year included a goodwill impairment charge of $3,616. Excluding this charge, operating margin was negative 3.4 percent. The change from 2008 was due primarily to sales volume decreasing at a higher rate than selling and administrative expenses.

Interest and other income (expense) — Interest expense in 2009 was $7,771, a decrease of $8,943, or 53.5 percent from 2008 due to lower borrowing levels and lower interest rates. Other income was $7,895 in 2009, compared to $4,914 in 2008. Included in other income (expense) were currency gains of $1,571 in 2009 and $2,153 in 2008. A $5,011 gain on the sale of real estate in Westlake, Ohio was included in 2009 other income.

Income taxes — Income tax expense was $32,864 in 2009. Most of the goodwill and long-lived asset impairment charges in 2009 were non-deductible for income tax purposes. Income tax expense for 2008 was $62,284.

Net income (loss) — Net loss was $160,055, or $4.77 per diluted share, in 2009. This compares to net income of $117,504, or $3.43 per diluted share, in 2008.

Liquidity and Capital Resources

Cash provided by operations in 2010 was $140,186, compared to $168,677 in 2009. The primary sources were net income (loss), non-cash items and the tax benefit from the exercise of stock options, totaling $213,756 compared to $138,529 in 2009. Operating assets and liabilities used $73,570 of cash in 2010 compared to 2009 when operating assets and liabilities generated $30,148 of cash. The primary reasons for the change were a higher level of business activity resulting in higher operating assets and one-time postretirement payments and cash contributions to U.S. pension plans in 2010 totaling $79,514.

Cash used by investing activities was $41,324 in 2010 compared to $3,939 in 2009. Capital expenditures were $14,317 in 2010, up from $12,514 in the prior year. Significant capital expenditures in 2010 included construction of our new corporate headquarters facility to replace the facility sold in 2009, continuing rollout of SAP enterprise management software and various projects that improve manufacturing and distribution. In 2009, proceeds from the sale of property, plant and equipment were $8,611 and primarily consisted of the sale of our Westlake, Ohio corporate headquarters building and a portion of the real property surrounding the building. In 2010 the acquisition of GLT used $18,576 of cash, and cash of $7,795 was used to purchase marketable securities, primarily bank certificates of deposit.

Cash of $79,275 was used for financing activities in 2010, compared to $161,018 in 2009. The current year included net repayments of $45,135 of short and long-term borrowings, compared to $127,268 in the prior year. Issuance of common shares related to employee benefit plans generated $13,828 of cash in 2010, up from $2,986 in 2009, and the tax benefit from stock option exercises was $7,798 in the current year, up from $284 in the prior year. These increases were the result of more stock option exercises due to the higher price of our common stock. Purchases of treasury shares used $24,935 of cash in 2010, up from $7,115 in 2009, as we focused on repayment of debt in the prior year. Dividend payments were $26,439 in 2010, up from $24,747 in 2009 due to an increase in the annual dividend to $0.78 per share from $0.7375 per share.

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The following is a summary of significant changes by balance sheet caption from October 31, 2009 to October 31, 2010. Receivables, inventories and accounts payable increased due primarily to higher level of business activity in the fourth quarter of 2010 compared to the fourth quarter of 2009. Prepaid expenses decreased primarily due to the sale of the UV Curing graphic arts and lamps product lines in 2010. Goodwill increased primarily due to the purchase of GLT in 2010. Long-term deferred income taxes changed from a net asset position of $18,119 at the end of 2009 to a net liability position of $9,745 at the end of 2010. The primary reasons for the change were the acceleration of a tax deduction related to a pension contribution made in 2010 and a change to the tax treatment associated with Medicare Part D subsidies. The increase in other long-term assets is largely due to a long-term receivable associated with the sale of UV Curing graphic arts and lamps product lines, and increases in pension assets and in the market value of assets held in a rabbi trust that serves as an investment to shadow our deferred compensation plan liability. The increase in income taxes payable is largely due to a higher profitability level in 2010. The increase in accrued liabilities is primarily due to accruals for salaries and incentive compensation offset by payments of supplemental pension and deferred compensation liabilities. Current maturities of long-term debt increased due to scheduled repayments of Senior Notes. The decrease in long-term pension and retirement obligations is the result of the pension plan contributions referred to above partially offset by the effects of lower discount rates.

On December 10, 2008, the board of directors approved a stock repurchase program of up to 1,000 shares. Uses for repurchased shares include the funding of benefit programs including stock options, nonvested stock and 401(k) matching. During 2010, we repurchased 348 shares authorized to be repurchased under this program.

The following table summarizes contractual obligations as of October 31, 2010:

	Payments Due by Period
			Less than						After
Obligations	Total		1 Year		1-3 Years		4-5 Years		5 Years
Long-term debt(1)	$	110,260	$	14,260	$	96,000	$	—	$	—
Interest payments on long-term debt(1)		6,362		3,084		3,278		—		—
Capital lease obligations(2)		9,260		4,880		3,999		373		8
Operating leases(2)		25,602		9,001		6,609		2,643		7,349
Notes payable(3)		2,160		2,160		—		—		—
Contributions related to pension and postretirement benefits(4)		5,214		5,214		—		—		—
Purchase obligations(5)		38,456		37,600		856		—		—
Total obligations	$	197,314	$	76,199	$	110,742	$	3,016	$	7,357

(1) We have a $400,000 unsecured, multicurrency credit facility with a group of banks that expires in 2012 and may be increased to $500,000 under certain conditions. At October 31, 2010, $46,000 was outstanding under this facility, compared to $88,000 outstanding at October 31, 2009. There are two primary financial covenants that must be met under this facility. The first covenant limits the amount of total indebtedness that can be incurred to 3.5 times consolidated trailing EBITDA (both indebtedness and EBITDA as defined in the credit agreement). The second covenant requires consolidated trailing EBITDA to be at least three times consolidated trailing interest expense (both as defined in the credit agreement). At October 31, 2010, we were in compliance with all debt covenants, and the amount we could borrow under the credit facility would not have been limited by any debt covenants.

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In 2008, we entered into a Note Purchase and Private Shelf Agreement (the Agreement) with Prudential Investment Management, Inc. The Agreement consists of a $50,000 Senior Note and a $100,000 Private Shelf Facility. The Senior Note bears interest at a rate of 4.98 percent and matures on February 22, 2013. The Agreement also contains customary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios. We were in compliance with all covenants at October 31, 2010. Under the Private Shelf Facility, we may also borrow during the next three years up to $100,000 at interest rates in effect at the time of borrowing. Borrowings can be for up to 12 years with an average life not to exceed 10 years. At October 31, 2010, the amount we could borrow under the Private Shelf Facility would not have been limited by any debt covenants.

See Note 8 for additional information.

(2) See Note 6 for additional information.

(3) We have various lines of credit with foreign banks totaling $39,710, of which $37,550 was unused at October 31, 2010. See Note 7 for additional information.

(4) Pension and postretirement plan funding amounts after 2011 will be determined based on the future funded status of the plans and therefore cannot be estimated at this time. See Note 3 for additional information.

(5) Purchase obligations primarily represent commitments for materials used in our manufacturing processes that are not recorded in our Consolidated Balance Sheet.

We believe that the combination of present capital resources, internally generated funds and unused financing sources are more than adequate to meet cash requirements for 2011. There are no significant restrictions limiting the transfer of funds from international subsidiaries to the parent company.

Outlook

Our operating performance in 2010 rebounded from 2009, which was affected by disruptions in global financial markets and the general economic environment. Going forward, we are well positioned to manage our liquidity. Our liquidity needs arise from working capital requirements, capital expenditures and principal and interest payments on indebtedness. Primary sources of capital to meet these needs are cash provided by operations and borrowings under our loan agreements. In 2010, cash from operations was 13 percent of revenue, including voluntary contributions to our U.S. pension plans and one-time postretirement payments representing 8 percent of revenue, compared to 20 percent in 2009. Comparatively, during the 2001 and 2002 recession years, cash from operations were 10 percent and 20 percent, respectively, and then ranged from 10 percent to 14 percent in subsequent years until 2009. Funds provided by borrowings occur under a $400,000 five-year committed revolving line of credit with a group of domestic and international banks that expires in 2012. As of October 31, 2010 we were in compliance with the financial covenant of this credit facility and have $354,000 available borrowing capacity. In addition, in February 2008, we entered into a $100,000 Master Shelf Arrangement with the Prudential Insurance Company to allow for the issuance of medium to long-term unsecured notes. As of October 31, 2010, we are in compliance with the financial covenant relating to a $50,000 five-year note issued under this arrangement. While these facilities provide the contractual terms for any borrowing, we cannot be assured that these facilities would be available in the event that these financial institutions failed to remain sufficiently capitalized.

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Following the rebound in 2010, we move forward with caution in our approach to 2011. Our priorities for 2011 are focused on maintaining operational improvements achieved over the past two years through a combination of non-workforce related efficiencies and workforce reductions. We will continue to utilize lean concepts within our operations. We expect these efforts will provide sufficient cash from operations to meet our liquidity needs, as well as enable us to invest in the development of new applications and markets for our technologies and pursue strategic acquisition opportunities. With respect to spending, the table above presents our financial obligations as $197,314, of which $76,199 is payable in 2011. On December 10, 2008, our board of directors approved a stock repurchase program of up to 1,000 shares. Under this authorization, the timing and actual number of shares subject to repurchase are at the discretion of management and are contingent on a number of factors including levels of cash generation from operations, cash requirements for acquisitions, repayment of debt and our share price. Capital expenditures for 2011 will be focused primarily upon our in-process rollout of SAP and various facility projects that improve manufacturing and distribution.

Effects of Foreign Currency

The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate. As a general rule, a weakening of the United States dollar relative to foreign currencies has a favorable effect on sales and net income, while a strengthening of the dollar has a detrimental effect.

In 2010, as compared with 2009, the United States dollar was generally weaker against foreign currencies. If 2009 exchange rates had been in effect during 2010, sales would have been approximately $12,944 lower and third-party costs would have been approximately $5,208 lower. In 2009, as compared with 2008, the United States dollar was generally stronger against foreign currencies. If 2008 exchange rates had been in effect during 2009, sales would have been approximately $43,952 higher and third-party costs would have been approximately $31,898 higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currencies are recorded and the dates they are settled. We regularly use foreign exchange contracts to reduce our risks related to most of these transactions. These contracts, primarily associated with the Euro, Yen and British Pound, typically have maturities of 90 days or less, and generally require the exchange of foreign currencies for United States dollars at rates stated in the contracts. Gains and losses from changes in the market value of these contracts offset foreign exchange losses and gains, respectively, on the underlying transactions. Other transactions denominated in foreign currencies are designated as hedges of our net investments in foreign subsidiaries or are intercompany transactions of a long-term investment nature. As a result of the use of foreign exchange contracts on a routine basis to reduce the risks related to most of our transactions denominated in foreign currencies, as of October 31, 2010, we did not have material foreign currency exposure.

Note 9 to the financial statements contains additional information about our foreign currency transactions and the methods and assumptions used to record these transactions.

A portion of our operations is financed with short-term and long-term borrowings and is subject to market risk arising from changes in interest rates.

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The tables that follow present principal repayments and related weighted-average interest rates by expected maturity dates of fixed-rate debt.

At October 31, 2010

																There-			Total			Fair
	2011			2012			2013			2014			2015			after			Value			Value
Annual repayments of long-term debt		$14,260			$—			$50,000			$—		$	—		$	—		$	64,260		$	66,495
Average interest rate of total borrowings outstanding during the year		5.51	%		4.98	%		4.98	%		—	%		—	%		—	%		5.51	%
At October 31, 2009
																There-			Total			Fair
	2010			2011			2012			2013			2014			after			Value			Value
Annual repayments of long-term debt		$4,290			$14,260			$—			$50,000		$	—		$	—		$	68,550		$	71,706
Average interest rate of total borrowings outstanding during the year		5.61	%		5.51	%		4.98	%		4.98	%		—	%		—	%		5.61	%

We also have variable-rate notes payable and long-term debt. The weighted average interest rate of this debt was 0.7 percent at October 31, 2010 and 0.6 percent at October 31, 2009. A one percent increase in interest rates would have resulted in additional interest expense of approximately $1,073 on the variable rate notes payable and long-term debt in 2010.

Inflation

Inflation affects profit margins as the ability to pass cost increases on to customers is restricted by the need for competitive pricing. Although inflation has been modest in recent years and has had no material effect on the years covered by these financial statements, we continue to seek ways to minimize the impact of inflation through focused efforts to increase productivity.

Trends

The Five-Year Summary in Item 6 documents our historical financial trends. Over this period, the world’s economic conditions fluctuated significantly. Our solid performance is attributed to our participation in diverse geographic and industrial markets and our long-term commitment to develop and provide quality products and worldwide service to meet our customers’ changing needs.

Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995

This Form 10-K, particularly “Management’s Discussion and Analysis,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies. Statements in this 10-K that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases.

In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause our actual results to differ materially from the expected results are discussed in Item 1A, Risk Factors.

31

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Income

Years ended October 31, 2010, 2009 and 2008

	2010			2009			2008
(In thousands except for per-share amounts)
Sales	$	1,041,551		$	819,165		$	1,124,829
Operating costs and expenses:
Cost of sales		419,937			350,239			494,394
Selling and administrative expenses		384,752			337,294			434,476
Severance and restructuring costs		2,029			16,396			5,621
Goodwill and long-lived asset impairments		—			243,043			—
		806,718			946,972			934,491
Operating profit (loss)		234,833			(127,807	)		190,338
Other income (expense):
Interest expense		(6,263	)		(7,771	)		(16,714	)
Interest and investment income		819			492			1,250
Other — net		1,930			7,895			4,914
		(3,514	)		616			(10,550	)
Income (loss) before income taxes		231,319			(127,191	)		179,788
Income tax provision:
Current		36,441			28,809			54,929
Deferred		26,830			4,055			7,355
		63,271			32,864			62,284
Net income (loss)	$	168,048		$	(160,055	)	$	117,504
Average common shares		33,805			33,565			33,746
Incremental common shares attributable to outstanding stock options, nonvested stock and deferred stock-based compensation		416			—			561
Average common shares and common share equivalents		34,221			33,565			34,307
Basic earnings (loss) per share	$	4.97		$	(4.77	)	$	3.48
Diluted earnings (loss) per share	$	4.91		$	(4.77	)	$	3.43
Dividends declared per common share	$	0.78		$	0.7375		$	0.73

The accompanying notes are an integral part of the consolidated financial statements.

32

Consolidated Balance Sheets

October 31, 2010 and 2009

	2010			2009
(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	42,329		$	18,781
Marketable securities		7,840			43
Receivables — net		243,790			191,201
Inventories — net		117,721			97,636
Deferred income taxes		33,576			29,756
Prepaid expenses and other current assets		5,775			9,254
Total current assets		451,031			346,671
Property, plant and equipment — net		116,395			118,291
Goodwill		347,326			341,762
Intangible assets — net		42,927			42,144
Deferred income taxes		—			18,119
Other assets		28,675			23,687
	$	986,354		$	890,674
Liabilities and shareholders’ equity
Current liabilities:
Notes payable	$	2,160		$	1,287
Accounts payable		40,262			33,368
Income taxes payable		24,336			12,347
Accrued liabilities		96,133			92,285
Customer advance payments		10,999			8,807
Current maturities of long-term debt		14,260			4,290
Current obligations under capital leases		3,764			4,038
Total current liabilities		191,914			156,422
Long-term debt		96,000			152,260
Obligations under capital leases		3,316			2,982
Pension and retirement obligations		103,327			133,082
Postretirement obligations		53,919			50,790
Deferred income taxes		9,745			—
Other liabilities		23,061			25,162
Shareholders’ equity:
Preferred shares, no par value; 10,000 shares authorized; none issued		—			—
Common shares, no par value; 80,000 shares authorized;
49,011 shares issued at October 31, 2010 and 2009		12,253			12,253
Capital in excess of stated value		255,595			241,494
Retained earnings		797,695			656,086
Accumulated other comprehensive loss		(66,306	)		(55,470	)
Common shares in treasury, at cost		(494,165	)		(484,387	)
Total shareholders’ equity		505,072			369,976
	$	986,354		$	890,674

The accompanying notes are an integral part of the consolidated financial statements.

33

Consolidated Statements of Shareholders’ Equity

Years ended October 31, 2010, 2009 and 2008

	2010			2009			2008
(In thousands)
Number of common shares in treasury
Balance at beginning of year		15,334			15,304			15,301
Shares issued under company stock and employee benefit plans		(724	)		(176	)		(804	)
Purchase of treasury shares		466			206			807
Balance at end of year		15,076			15,334			15,304
Common shares
Balance at beginning and ending of year	$	12,253		$	12,253		$	12,253
Capital in excess of stated value
Balance at beginning of year	$	241,494		$	244,096		$	224,411
Shares issued under company stock and employee benefit plans		(1,330	)		(2,089	)		874
Tax benefit from stock option and restricted stock transactions		7,798			285			9,002
Stock-based compensation		7,633			(798	)		9,809
Balance at end of year	$	255,595		$	241,494		$	244,096
Retained earnings
Balance at beginning of year	$	656,086		$	840,888		$	748,229
Adoption of FIN 48		—			—			(200	)
Balance at beginning of year, adjusted		656,086			840,888			748,029
Net income (loss)		168,048			(160,055	)		117,504
Dividends paid ($.78 per share in 2010, $.7375 per share in 2009, and $.73 per share in 2008)		(26,439	)		(24,747	)		(24,645	)
Balance at end of year	$	797,695		$	656,086		$	840,888
Accumulated other comprehensive income (loss)
Balance at beginning of year	$	(55,470	)	$	(40,795	)	$	8,200
Translation adjustments		(4,361	)		40,240			(41,665	)
Remeasurement of supplemental pension liability, net of tax of $1,648 in 2010 and $2,074 in 2009		(2,746	)		(3,457	)		—
Settlement loss recognized, net of tax of $(3,085) in 2010 and $(728) in 2009		5,126			1,188			—
Net prior service cost (credit) occurring during the year, net of tax of $3 in 2010, $(421) in 2009 and $343 in 2008		18			726			(761	)
Net actuarial loss occurring during the year, net of tax of $4,756 in 2010, $30,339 in 2009 and $354 in 2008		(8,873	)		(53,372	)		(6,569	)
Balance at end of year	$	(66,306	)	$	(55,470	)	$	(40,795	)
Common shares in treasury, at cost
Balance at beginning of year	$	(484,387	)	$	(482,330	)	$	(461,976	)
Shares issued under company stock and employee benefit plans		20,309			5,131			19,944
Purchase of treasury shares		(30,087	)		(7,188	)		(40,298	)
Balance at end of year	$	(494,165	)	$	(484,387	)	$	(482,330	)
Total shareholders’ equity	$	505,072		$	369,976		$	574,112
Comprehensive income
Net income (loss)	$	168,048		$	(160,055	)	$	117,504
Translation adjustments		(4,361	)		40,240			(41,665	)
Remeasurement of supplemental pension liability, net of tax of $1,648 in 2010 and $2,074 in 2009		(2,746	)		(3,457	)		—
Settlement loss recognized, net of tax of $(3,085) in 2010 and $(728) in 2009		5,126			1,188			—
Net prior service cost (credit) occurring during the year, net of tax of $3 in 2010, $(421) in 2009 and $343 in 2008		18			726			(761	)
Net actuarial loss occurring during the year, net of tax of $4,756 in 2010, $30,339 in 2009 and $354 in 2008		(8,873	)		(53,372	)		(6,569	)
Total comprehensive income (loss)	$	157,212		$	(174,730	)	$	68,509

The accompanying notes are an integral part of the consolidated financial statements.

34

Consolidated Statements of Cash Flows

Years ended October 31, 2010, 2009 and 2008

	2010			2009			2008
(In thousands)
Cash flows from operating activities:
Net income (loss)	$	168,048		$	(160,055	)	$	117,504
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		22,625			26,310			26,440
Amortization		6,263			5,100			5,797
Goodwill and long-lived asset impairments		—			243,043			—
Provision for losses on receivables		607			1,998			413
Deferred income taxes		26,830			4,055			7,355
Tax benefit from the exercise of stock options		(7,798	)		(284	)		(9,002	)
Non-cash stock compensation		7,633			(814	)		9,247
Gain on sale of property, plant and equipment		(18	)		(4,324	)		(369	)
Loss on divestiture		357			—			—
Other		(10,791	)		23,500			(22,417	)
Changes in operating assets and liabilities:
Receivables		(50,732	)		42,182			(8,118	)
Inventories		(15,004	)		22,688			(5,413	)
Other current assets		222			1,170			156
Other noncurrent assets		(2,837	)		(872	)		7,534
Accounts payable		7,046			(10,257	)		(7,678	)
Income taxes payable		18,170			5,456			8,817
Accrued liabilities		5,466			(20,766	)		(3,102	)
Customer advance payments		2,614			853			(2,560	)
Other noncurrent liabilities		(38,515	)		(10,306	)		(10,562	)
Net cash provided by operating activities		140,186			168,677			114,042
Cash flows from investing activities:
Additions to property, plant and equipment		(14,317	)		(12,514	)		(26,386	)
Proceeds from sale of property, plant and equipment		354			8,611			2,349
Sale of product lines		(990	)		—			—
Acquisition of businesses, net of cash acquired		(18,576	)		—			(4,699	)
Acquisition of non-controlling interest		—			—			(3,191	)
Proceeds from sale of (purchases of) marketable securities		(7,795	)		(36	)		3
Net cash used in investing activities		(41,324	)		(3,939	)		(31,924	)
Cash flows from financing activities:
Proceeds from short-term borrowings		12,566			613			159,387
Repayment of short-term borrowings		(11,411	)		(41,591	)		(136,663	)
Proceeds from long-term debt		116,000			46,200			108,530
Repayment of long-term debt		(162,290	)		(132,490	)		(192,820	)
Repayment of capital lease obligations		(4,392	)		(5,158	)		(6,027	)
Issuance of common shares		13,828			2,986			16,135
Purchase of treasury shares		(24,935	)		(7,115	)		(35,615	)
Tax benefit from the exercise of stock options		7,798			284			9,002
Dividends paid		(26,439	)		(24,747	)		(24,645	)
Net cash used in financing activities		(79,275	)		(161,018	)		(102,716	)
Effect of exchange rate changes on cash		3,961			3,306			1,217
Increase (decrease) in cash and cash equivalents		23,548			7,026			(19,381	)
Cash and cash equivalents at beginning of year		18,781			11,755			31,136
Cash and cash equivalents at end of year	$	42,329		$	18,781		$	11,755

The accompanying notes are an integral part of the consolidated financial statements.

35

Notes to Consolidated Financial Statements

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

Note 1 — Significant accounting policies

Consolidation — The consolidated financial statements include the accounts of Nordson Corporation and majority-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates — The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Actual amounts could differ from these estimates.

Fiscal year — Our fiscal year ends on October 31.

Revenue recognition — Most of our revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer. Revenues from contracts with multiple element arrangements, such as those including installation or other services, are recognized as each element is earned based on objective evidence of the relative fair value of each element. If the installation or other services are inconsequential to the functionality of the delivered product, the entire amount of revenue is recognized upon satisfaction of the criteria noted above. Inconsequential installation or other services are those that can generally be completed in a short period of time, at insignificant cost, and the skills required to complete these installations are not unique to us. If installation or other services are essential to the functionality of the delivered product, revenues attributable to these obligations are deferred until completed. Amounts received in excess of revenue recognized are included as deferred revenue within accrued liabilities in the accompanying balance sheets. Revenues deferred in 2010, 2009 and 2008 were not material.

Shipping and handling costs — Amounts billed to customers for shipping and handling are recorded as revenue. Shipping and handling expenses are included in cost of sales.

Advertising costs — Advertising costs are expensed as incurred and were $8,267, $6,512 and $9,888 in 2010, 2009 and 2008, respectively.

Research and development — Research and development costs are expensed as incurred and were $23,835, $25,528 and $33,566 in 2010, 2009 and 2008, respectively.

Earnings per share — Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as nonvested (restricted) stock and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. For 2010 and 2008, the number of options excluded from the calculation of diluted earnings per share was 9 and 189, respectively, as the effect would have been anti-dilutive. When a loss is reported the denominator of diluted earnings per share cannot be adjusted for the dilutive impact of stock options and awards because doing so will result in anti-dilution. Therefore, for 2009, basic weighted-average shares outstanding are used in calculating diluted earnings per share.

Cash and cash equivalents — Highly liquid instruments with maturities of 90 days or less at date of purchase are considered to be cash equivalents. Cash and cash equivalents are carried at cost.

36

Notes to Consolidated Financial Statements — (Continued)

Marketable securities — Marketable securities consist primarily of short-term notes with maturities greater than 90 days at date of purchase, and all contractual maturities were within one year or could be callable within one year. Our marketable securities are classified as available for sale and are recorded at quoted market prices that approximate cost.

Allowance for doubtful accounts — An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of customers to make required payments. The amount of the allowance is determined principally on the basis of past collection experience and known factors regarding specific customers. Accounts are written off against the allowance when it becomes evident that collection will not occur.

Inventories — Inventories are valued at the lower of cost or market. Cost was determined using the last-in, first-out (LIFO) method for 25 percent of consolidated inventories at October 31, 2010, and 26 percent at October 31, 2009. The first-in, first-out (FIFO) method is used for all other inventories. Consolidated inventories would have been $7,855 and $7,783 higher than reported at October 31, 2010 and October 31, 2009, respectively, had the FIFO method, which approximates current cost, been used for valuation of all inventories. LIFO liquidations in 2009 increased cost of goods sold by $85.

Property, plant and equipment and depreciation — Property, plant and equipment are carried at cost. Additions and improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Plant and equipment are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets or, in the case of property under capital leases, over the terms of the leases. Leasehold improvements are depreciated over the shorter of the lease term or their useful lives. Useful lives are as follows:

Land improvements	15-25 years
Buildings	20-40 years
Machinery and equipment	3-12 years
Enterprise management systems	5-10 years

Depreciation expense is included in cost of sales and selling and administrative expenses.

Internal use software costs are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage or the post-implementation stage. Amounts capitalized are amortized over the estimated useful lives of the software beginning with the project’s completion. All re-engineering costs are expensed as incurred. Interest costs on significant capital projects are capitalized. No interest was capitalized in 2010, 2009 or 2008.

Goodwill and intangible assets — Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. The majority of goodwill relates to and is assigned directly to specific reporting units. Goodwill and indefinite-lived intangible assets consisting of certain trademarks and trade names are not amortized but are subject to annual impairment testing. Our annual impairment testing is performed as of August 1. Testing is done more frequently if an event occurs or circumstances change that would indicate the fair value of a reporting unit or other indefinite lived intangible assets is less than the carrying amount of those assets.

37

Notes to Consolidated Financial Statements — (Continued)

Other amortizable intangible assets, which consist primarily of patent costs, customer relationships, noncompete agreements, core/developed technology and finite-lived trade names, are amortized over their useful lives. At October 31, 2010, the weighted average useful lives for each major category of amortizable intangible assets were:

Patent costs	12.1 years
Customer relationships	12.5 years
Noncompete agreements	10.5 years
Core/developed technology	15.0 years
Trade name	4.1 years

Environmental remediation costs — Losses associated with environmental remediation obligations are accrued when such losses are probable and reasonably estimable. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Such accruals are adjusted as further information develops or circumstances change. Costs for future expenditures for environmental remediation obligations are not discounted to their present value.

Foreign currency translation — The financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet dates. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity. Generally, gains and losses from foreign currency transactions, including forward contracts, of these subsidiaries and the United States parent are included in net income. Gains and losses from intercompany foreign currency transactions of a long-term investment nature are included in accumulated other comprehensive income (loss).

Accumulated other comprehensive loss — Accumulated other comprehensive loss at October 31, 2010 and 2009, consisted of:

	2010			2009
Translation adjustments	$	36,478		$	40,839
Pension and postretirement benefit plan adjustments		(102,784	)		(96,309	)
	$	(66,306	)	$	(55,470	)

Warranties — Our standard warranty program provides for repair or replacement of defective products within a specified time period (generally one year) measured from the date of delivery or first use. The estimate for future warranty-related costs is calculated based on actual historical return rates. Based on analysis of return rates and other factors, warranty provisions are adjusted as necessary. The liability for warranty costs is included in other accrued liabilities in the Consolidated Balance Sheet.

Following is a reconciliation of the product warranty liability for 2010 and 2009:

	2010			2009
Balance at beginning of year	$	4,587		$	5,336
Accruals for warranties		6,068			3,824
Warranty assumed from acquisition		60			—
Warranty of divested product lines		(201	)		—
Warranty payments		(5,210	)		(4,913	)
Currency adjustments		(62	)		340
Balance at end of year	$	5,242		$	4,587

38

Notes to Consolidated Financial Statements — (Continued)

Note 2 — Recently issued accounting standards

In September 2006, the FASB issued a standard regarding fair value measurements. This standard provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. It also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. In February 2008, the FASB issued an update that permitted a one-year deferral of the original standard for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We adopted the non-deferred portion of the standard as of November 1, 2008 and the deferred portion of the standard as of November 1, 2009. The adoptions did not impact our results of operations or financial position.

In December 2007, the FASB issued a standard that provides greater consistency in the accounting and financial reporting of business combinations. The standard requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. We adopted this standard as of November 1, 2009, and the adoption did not have a material impact on our results of operations or financial position. The future impact will depend on the nature and significance of future acquisitions.

In December 2007, the FASB issued a pronouncement that establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. We adopted this pronouncement as of November 1, 2009. The impact of adoption will depend on future transactions. To date, there was no impact of the adoption on our results of operations or financial position.

In December 2008, the FASB issued a standard that enhances the required disclosures about plan assets in an employer’s defined benefit pension or other postretirement plan, including investment allocations decisions, inputs and valuations techniques used to measure the fair value of plan assets and significant concentrations of risks within plan assets. We adopted this standard as of October 31, 2010, and the required disclosures are contained in Note 3.

In October 2009, the FASB issued authoritative guidance on multiple-deliverable revenue arrangements that addresses the unit of accounting for arrangements involving multiple deliverables. The guidance also addresses how arrangement consideration should be allocated to separate units of accounting, when applicable, and expands the disclosure requirements for multiple-deliverable arrangements. We must adopt this standard in 2011. The adoption is not expected to have a material effect on our results of operations or financial position.

Note 3 — Retirement, pension and other postretirement plans

Retirement plans — We have funded contributory retirement plans covering certain employees. Our contributions are primarily determined by the terms of the plans, subject to the limitation that they shall not exceed the amounts deductible for income tax purposes. We also sponsor unfunded contributory supplemental retirement plans for certain employees. Generally, benefits under these plans vest gradually over a period of approximately three years from date of employment, and are based on the employee’s contribution. The expense applicable to retirement plans for 2010, 2009 and 2008 was approximately $7,945, $7,703 and $9,311, respectively.

Pension plans — We have various pension plans covering a portion of our United States and international employees. Pension plan benefits are generally based on years of employment and, for salaried employees, the level of compensation. Actuarially determined amounts are contributed to United States plans to provide sufficient assets to meet future benefit payment requirements. We also sponsor an unfunded supplemental pension plan for certain employees. International subsidiaries fund their pension plans according to local requirements.

39

Notes to Consolidated Financial Statements — (Continued)

A reconciliation of the benefit obligations, plan assets, accrued benefit cost and the amount recognized in financial statements for pension plans is as follows:

	United States						International
	2010			2009			2010			2009
Change in benefit obligation:
Benefit obligation at beginning of year	$	224,966		$	153,006		$	61,631		$	44,695
Service cost		5,997			4,177			1,632			1,315
Interest cost		11,883			11,897			2,791			2,625
Participant contributions		—			—			128			142
Plan amendments		643			—			—			—
Addition of plan		—			—			1,241			—
Foreign currency exchange rate change		—			—			(448	)		4,823
Actuarial (gain) loss		18,336			67,033			7,966			10,827
Benefits paid		(24,455	)		(11,147	)		(3,005	)		(2,796	)
Benefit obligation at end of year	$	237,370		$	224,966		$	71,936		$	61,631
Change in plan assets:
Beginning fair value of plan assets	$	113,356		$	104,790		$	28,833		$	24,590
Actual return on plan assets		17,266			14,284			994			2,029
Company contributions		69,697			5,429			3,446			3,413
Participant contributions		—			—			128			142
Foreign currency exchange rate change		—			—			(597	)		1,455
Benefits paid		(24,455	)		(11,147	)		(3,005	)		(2,796	)
Ending fair value of plan assets	$	175,864		$	113,356		$	29,799		$	28,833
Funded status at end of year	$	(61,506	)	$	(111,610	)	$	(42,137	)	$	(32,798	)
Amounts recognized in financial statements:
Noncurrent asset	$	—		$	—		$	497		$	298
Accrued benefit liability		(467	)		(10,428	)		(346	)		(1,196	)
Pension and retirement obligations		(61,039	)		(101,182	)		(42,288	)		(31,900	)
Total amount recognized in financial statements	$	(61,506	)	$	(111,610	)	$	(42,137	)	$	(32,798	)

Benefits paid for United States plans for 2010 and 2009 included lump sum settlement payments of $17,151 and $9,957, respectively.

40

Notes to Consolidated Financial Statements — (Continued)

	United States				International
	2010		2009		2010		2009
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	$	123,449	$	121,865	$	17,486	$	9,499
Prior service cost (credit)		2,695		2,631		14		70
Accumulated other comprehensive (gain) loss	$	126,144	$	124,496	$	17,500	$	9,569
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss	$	7,226	$	6,180	$	857	$	391
Amortization of prior service cost (credit)		666		580		5		53
Total	$	7,892	$	6,760	$	862	$	444

The following table summarizes the changes in accumulated other comprehensive (gain) loss:

	United States						International
	2010			2009			2010			2009
Balance at beginning of year	$	124,496		$	62,852		$	9,569		$	(769	)
Net (gain) loss arising during the year		15,787			64,730			8,319			10,008
Prior service cost (credit) arising during the year		643			—			—			—
Net gain (loss) recognized during the year		(6,181	)		(854	)		(369	)		19
Settlement loss		(8,022	)		(1,629	)		(190	)		(287	)
Prior service (cost) credit recognized during the year		(579	)		(603	)		(49	)		(49	)
Exchange rate effect during the year		—			—			220			647
Balance at end of year	$	126,144		$	124,496		$	17,500		$	9,569

Information regarding the accumulated benefit obligation is as follows:

	United States				International
	2010		2009		2010		2009
For all plans:
Accumulated benefit obligation	$	223,966	$	213,238	$	55,865	$	49,195
For plans with benefit obligations in excess of plan assets:
Projected benefit obligation		237,370		224,966		60,050		55,881
Accumulated benefit obligation		223,966		213,238		49,631		47,402
Fair value of plan assets		175,864		113,356		23,047		26,731

41

Notes to Consolidated Financial Statements — (Continued)

Net pension benefit costs include the following components:

	United States									International
	2010			2009			2008			2010			2009			2008
Service cost	$	5,997		$	4,177		$	5,389		$	1,632		$	1,315		$	2,099
Interest cost		11,883			11,897			10,605			2,791			2,625			2,895
Expected return on plan assets		(14,716	)		(11,982	)		(11,642	)		(1,348	)		(1,210	)		(1,470	)
Amortization of prior service cost (credit)		579			603			633			49			49			55
Amortization of net actuarial (gain) loss		6,181			854			2,016			369			(19	)		233
Settlement loss		8,022			1,629			—			190			287			—
Total benefit cost	$	17,946		$	7,178		$	7,001		$	3,683		$	3,047		$	3,812

Net periodic pension cost for 2010 and 2009 included settlement losses of $8,212 and $1,916, respectively, due to lump sum retirement payments.

The weighted average assumptions in the following table represent the rates used to develop the actuarial present value of projected benefit obligation for the year listed and also the net periodic benefit cost for the following year.

	United States									International
	2010			2009			2008			2010			2009			2008
Discount rate		5.21	%		5.50	%		8.00	%		4.17	%		4.78	%		5.87	%
Expected return on plan assets		8.25			8.51			8.48			4.84			4.85			5.04
Rate of compensation increase		3.30			3.30			3.30			3.21			2.86			3.45

The amortization of prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the plans.

In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and other professionals in developing appropriate return assumptions.

42

Notes to Consolidated Financial Statements — (Continued)

Economic assumptions have a significant effect on the amounts reported. The effect of a one percent change in the discount rate, expected return on assets and compensation increase is shown in the table below. Bracketed numbers represent decreases in expense and obligation amounts.

	United States						International
	1% Point Increase			1% Point Decrease			1% Point Increase			1% Point Decrease
Discount rate:
Effect on total service and interest cost components in 2010	$	(2,077	)	$	2,953		$	(226	)	$	494
Effect on pension obligation as of October 31, 2010	$	(24,337	)	$	30,486		$	(11,368	)	$	14,527
Expected return on assets:
Effect on total service and interest cost components in 2010	$	(1,727	)	$	1,728		$	(278	)	$	278
Effect on pension obligation as of October 31, 2010	$	—		$	—		$	—		$	—
Compensation increase:
Effect on total service and interest cost components in 2010	$	2,482		$	(2,435	)	$	251		$	(250	)
Effect on pension obligation as of October 31, 2010	$	26,009		$	(13,568	)	$	8,644		$	(7,119	)

The allocation of pension plan assets as of October 31, 2010 and 2009, is as follows:

	United States						International
	2010			2009			2010			2009
Asset Category
Equity securities		83	%		70	%		—	%		—	%
Debt securities		16			29			—			—
Insurance contracts		—			—			59			61
Pooled investment funds		—			—			40			38
Other		1			1			1			1
Total		100	%		100	%		100	%		100	%

Our investment objective for defined benefit plan assets is to meet the plans’ benefit obligations, while minimizing the potential for future required plan contributions.

United States plans comprise 86 percent of the worldwide pension assets. The investment strategies focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset allocations are determined by matching the actuarial projections of the plans’ future liabilities and benefit payments with expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. The target in “return-seeking assets” is 60 percent and 40 percent in fixed income. Plan assets are diversified across several investment managers and are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and continual monitoring of investment managers’ performance relative to the investment guidelines established with each investment manager.

International plans comprise 14 percent of the worldwide pension assets. Asset allocations are developed on a country-specific basis. Our investment strategy is to cover pension obligations with insurance contracts or to employ independent managers to invest the assets.

43

Notes to Consolidated Financial Statements — (Continued)

The fair values of our pension plan assets at October 31, 2010 by asset category are in the table below. The inputs and methodology used to measure fair value are consistent with those described in Note 18.

	United States								International
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash	$	580	$	580	$	—	$	—	$	—	$	—	$	—	$	—
Money market funds		19,224		19,224		—		—		309		309		—		—
Equity securities:								—		—		—		—
Basic materials		6,715		6,715		—		—		—		—		—		—
Consumer goods		3,652		3,652		—		—		—		—		—		—
Financial		9,586		9,586		—		—		—		—		—		—
Healthcare		4,483		4,483		—		—		—		—		—		—
Industrial goods		3,048		3,048		—		—		—		—		—		—
Services		5,955		5,955		—		—		—		—		—		—
Technology		4,339		4,339		—		—		—		—		—		—
Utilities		1,839		1,839		—		—		—		—		—		—
Mutual funds		87,339		87,339		—		—		—		—		—		—
Fixed income securities:
U.S. Government		14,329		4,068		10,261		—		—		—		—		—
Corporate		14,489		—		14,489		—		—		—		—		—
Other		57		—		57		—		—		—		—		—
Other types of investments:
Insurance contracts		—		—		—		—		17,699		—		—		17,699
Real estate		—		—		—		—		—		—		—		—
Pooled investment funds		—		—		—		—		11,791		—		11,791		—
Other		229		229		—		—		—		—		—		—
	$	175,864	$	151,057	$	24,807	$	—	$	29,799	$	309	$	11,791	$	17,699

At October 31, 2010 and 2009, the pension plans did not have any investment in our common shares.

44

Notes to Consolidated Financial Statements — (Continued)

Following are the valuation methodologies used to measure the pension assets:

•  Money market funds — Money market funds are public investment vehicles that are valued with a net asset value of one dollar. This is a quoted price in an active market and is classified as Level 1.

•  Equity securities — Common stocks are valued at the closing price reported on the active market on which the individual securities are traded and are classified as Level 1. Mutual funds are valued at the net asset values of the shares at year-end, as determined by the closing price reported on the active market on which the individual securities are traded and are classified as Level 1.

•  Fixed income securities — U.S. Treasury bills reflect the closing price on the active market in which the securities are traded and are classified as Level 1. Securities of U.S. agencies are valued using bid evaluations and a classified as Level 2. Corporate fixed income securities are valued using evaluated prices, such as dealer quotes, bids and offers and are therefore classified as Level 2.

•  Insurance contracts — Insurance contracts are investments with various insurance companies. The assets are valued at the fair value as reported by the insurance companies. These contracts do not hold any specific assets. These investments are classified as Level 3.

•  Pooled investment funds — These are public investment vehicles valued using the net asset value. The net asset value is based on the value of the assets owned by the plan, less liabilities. These investments are not quoted on an active exchange and are classified as Level 2.

The following table sets forth a summary of changes in fair value of the pension plan investments classified as Level 3 for the year ended October 31, 2010:

Balance at beginning of year	$	17,600
Net unrealized gains		692
Purchases, sales, issuances and settlements, net		(231	)
Transfers in (out)		—
Foreign currency translation		(362	)
Balance at end of year	$	17,699

Contributions to pension plans in 2011 are estimated to be approximately $2,811.

Retiree pension benefit payments, which reflect expected future service, are anticipated to be paid as follows:

Year	United States		International
2011	$	8,061	$	1,716
2012		8,522		2,009
2013		9,066		1,924
2014		9,643		2,232
2015		10,341		2,555
2016-2020		67,106		14,857
Total	$	112,739	$	25,293

45

Notes to Consolidated Financial Statements — (Continued)

Other postretirement plans — We have an unfunded postretirement benefit plan covering the majority of our United States employees. Employees hired after January 1, 2002, are not eligible to participate in this plan. The plan provides medical and life insurance benefits. The plan is contributory, with retiree contributions in the form of premiums that are adjusted annually, and contains other cost-sharing features, such as deductibles and coinsurance. We also sponsor an unfunded, non-contributory postretirement benefit plan that provides medical and life insurance benefits for certain international employees. A measurement date of October 31 is used for all postretirement plans.

A reconciliation of the benefit obligations, accrued benefit cost and the amount recognized in financial statements for other postretirement plans is as follows:

	United States						International
	2010			2009			2010			2009
Change in benefit obligation:
Benefit obligation at beginning of year	$	52,858		$	36,606		$	605		$	416
Service cost		837			589			29			23
Interest cost		2,504			2,926			45			35
Participant contributions		1,143			880			—			—
Amendment		(1,171	)		(1,365	)		—			—
Foreign currency exchange rate change		—			—			37			58
Actuarial (gain) loss		1,326			15,391			(53	)		77
Benefits paid		(1,898	)		(2,169	)		(4	)		(4	)
Benefit obligation at end of year	$	55,599		$	52,858		$	659		$	605
Change in plan assets:
Beginning fair value of plan assets	$	—		$	—		$	—		$	—
Company contributions		755			1,289			4			4
Participant contributions		1,143			880			—			—
Benefits paid		(1,898	)		(2,169	)		(4	)		(4	)
Ending fair value of plan assets	$	—		$	—		$	—		$	—
Funded status at end of year	$	(55,599	)	$	(52,858	)	$	(659	)	$	(605	)
Amounts recognized in financial statements:
Accrued benefit liability	$	(2,339	)	$	(2,669	)	$	(4	)	$	(4	)
Postretirement obligations		(53,260	)		(50,189	)		(655	)		(601	)
Total amount recognized in financial statements	$	(55,599	)	$	(52,858	)	$	(659	)	$	(605	)

The 2010 Amendment noted in the preceding table relates to changes in deductibles and out-of-pocket maximums and changes in limits for certain benefits. The 2009 Amendment relates to changes in life insurance benefits and participant contributions.

46

Notes to Consolidated Financial Statements — (Continued)

	United States						International
	2010			2009			2010			2009
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss	$	24,887		$	24,731		$	(203	)	$	(146	)
Prior service cost (credit)		(3,464	)		(3,440	)		—			—
Accumulated other comprehensive (gain) loss	$	21,423		$	21,291		$	(203	)	$	(146	)
Amounts expected to be recognized during next fiscal year:
Amortization of net actuarial (gain) loss	$	1,498		$	1,738		$	(5	)	$	(5	)
Amortization of prior service cost (credit)		(1,147	)		(1,010	)		—			—
Total	$	351		$	728		$	(5	)	$	(5	)

The following table summarizes the changes in accumulated other comprehensive (gain) loss:

	United States						International
	2010			2009			2010			2009
Balance at beginning of year	$	21,291		$	7,021		$	(146	)	$	(216	)
Net (gain) loss arising during the year		1,326			15,391			(53	)		77
Prior service cost (credit) arising during the year		(1,171	)		(1,365	)		—			—
Net gain (loss) recognized during the year		(1,170	)		(765	)		5			11
Prior service credit (cost) recognized during the year		1,147			1,009			—			—
Exchange rate effect during the year		—			—			(9	)		(18	)
Balance at end of year	$	21,423		$	21,291		$	(203	)	$	(146	)

Net postretirement benefit costs include the following components:

	United States									International
	2010			2009			2008			2010			2009			2008
Service cost	$	837		$	589		$	937		$	29		$	23		$	46
Interest cost		2,504			2,926			2,324			44			35			43
Amortization of prior service cost (credit)		(1,147	)		(1,009	)		(830	)		—			—			—
Amortization of net actuarial (gain) loss		1,170			765			827			(5	)		(11	)		2
Total benefit cost	$	3,364		$	3,271		$	3,258		$	68		$	47		$	91

47

Notes to Consolidated Financial Statements — (Continued)

The weighted average assumptions in the following table represent the rates used to develop the actuarial present value of projected benefit obligation for the year listed and also the net periodic benefit cost for the following year.

	United States									International
	2010			2009			2008			2010			2009			2008
Discount rate		5.25	%		5.50	%		8.00	%		5.75	%		6.75	%		7.70	%
Health care cost trend rate		9.00			8.25			9.00			6.80			7.50			8.50
Rate to which health care cost trend rate is assumed to decline (ultimate trend rate)		5.00			4.50			4.50			4.80			4.80			4.80
Year the rate reaches the ultimate trend rate		2020			2015			2015			2013			2013			2013

The discount rate and the health care cost trend rate assumptions have a significant effect on the amounts reported. For example, a one-percentage point change in the discount rate and the assumed health care cost trend rate would have the following effects:

	United States						International
	1% Point			1% Point			1% Point			1% Point
	Increase			Decrease			Increase			Decrease
Discount rate:
Effect on total service and interest cost components in 2010	$	(468	)	$	562		$	(9	)	$	11
Effect on postretirement obligation as of October 31, 2010	$	(7,040	)	$	8,801		$	(131	)	$	176
Health care trend rate:
Effect on total service and interest cost components in 2010	$	503		$	(406	)	$	19		$	(14	)
Effect on postretirement obligation as of October 31, 2010	$	8,042		$	(6,556	)	$	169		$	(129	)

Contributions to postretirement plans in 2011 are estimated to be approximately $2,403.

Retiree postretirement benefit payments are anticipated to be paid as follows:

	United States
	With Medicare		Without Medicare
Year	Part D Subsidy		Part D Subsidy		International
2011	$	2,399	$	2,693	$	4
2012		2,393		2,743		4
2013		2,421		2,830		4
2014		2,522		2,988		8
2015		2,705		3,229		16
2016-2020		16,520		20,417		99
Total	$	28,960	$	34,900	$	135

48

Notes to Consolidated Financial Statements — (Continued)

Note 4 — Income taxes

Income tax expense includes the following:

	2010			2009			2008
Current:
U.S. federal	$	9,811		$	14,370		$	25,528
State and local		29			858			960
Foreign		26,601			13,581			28,441
Total current		36,441			28,809			54,929
Deferred:
U.S. federal		34,097			7,281			6,392
State and local		(2,771	)		906			1,269
Foreign		(4,496	)		(4,132	)		(306	)
Total deferred		26,830			4,055			7,355
	$	63,271		$	32,864		$	62,284

Earnings before income taxes of domestic operations, which are calculated after intercompany profit eliminations, were $130,149, $21,864 and $88,416 in 2010, 2009 and 2008, respectively.

Foreign income tax expense includes a benefit related to the utilization of loss carryforwards of $1,876, $5 and $376 in 2010, 2009 and 2008, respectively.

During 2010 we sold our UV Curing graphic arts and lamp product lines to Baldwin Technology Company, Inc., as discussed in Note 14, and we recognized $10,243 in tax benefits from the write-off of our tax basis in the product lines. Income tax expense for 2010 was negatively impacted by the enactment in March 2010 of the Patient Protection and Affordable Care Act and the subsequent enactment of the Health Care and Education Reconciliation Act of 2010, resulting in an additional tax charge of $5,249. The charge is due to a reduction in the value of our deferred tax asset as a result of a change to the tax treatment associated with Medicare Part D subsidies.

Expense in 2009 included a benefit of $2,752 related to remeasurement of unrecognized tax benefits and a benefit of $531 related to an adjustment to a prior tax year.

On November 1, 2007 we adopted the provisions of a FASB pronouncement regarding the accounting for uncertainty in income taxes. The total unrecognized tax benefits at the time of adoption were $5,188, of which $4,704 would impact the effective tax rate, if recognized. At October 31, 2010 and 2009, total unrecognized tax benefits were $4,078 and $3,969, respectively. The amounts that, if recognized, would impact the effective tax rate were $3,631 and $3,485 at October 31, 2010 and 2009, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2010, 2009 and 2008 is as follows:

	2010			2009			2008
Balance at beginning of year	$	3,969		$	7,685		$	5,188
Additions based on tax positions related to the current year		388			515			1,016
Additions for tax positions of prior years		359			—			2,366
Reductions for tax positions of prior years		(638	)		(3,267	)		(885	)
Settlements		—			(964	)		—
Lapse of statute of limitations		—			—			—
Balance at end of year	$	4,078		$	3,969		$	7,685

49

Notes to Consolidated Financial Statements — (Continued)

At October 31, 2010 and 2009, we had accrued interest expense related to unrecognized tax benefits of $468 and $374, respectively. We include interest accrued related to unrecognized tax benefits in interest expense. Penalties, if incurred, would be recognized as other income (expense).

We are subject to United States Federal income tax as well as income taxes in numerous state and foreign jurisdictions. We are currently under audit in the U.S. by the Internal Revenue Service (IRS) for the 2008 tax year; tax years prior to 2007 are no longer subject to IRS examination. Generally, major state jurisdiction tax years remain open to examination for tax years after 2005; major foreign jurisdiction tax years remain open to examination for tax years after 2006. We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next twelve months.

The principal items accounting for the difference in income taxes computed at the U.S. statutory rate and income tax shown in the Consolidated Statements of Income for 2010, 2009, and 2008 are as follows:

	2010			2009			2008
Tax at statutory rate of 35%	$	80,962		$	(44,517	)	$	62,926
Impact of goodwill charge		—			79,064			—
Domestic Production Deduction		(1,737	)		(1,134	)		(1,741	)
Foreign tax rate variances, net of foreign tax credits		(10,550	)		1,279			(2,824	)
State and local taxes, net of federal income tax benefit		(1,828	)		1,160			1,499
Tax expense related to tax law change		5,249			—			—
Tax benefit from sale of UV product lines		(10,243	)		—			—
Amounts related to prior years		776			(3,283	)		1,525
Other — net		642			295			899
Provision for income taxes	$	63,271		$	32,864		$	62,284

The Domestic Production Deduction, enacted by the American Jobs Creation Act of 2004, allows a deduction with respect to income from certain United States manufacturing activities.

In October 2008, Congress passed and the President signed the Tax Extenders and AMT Relief Act of 2008, which provided retroactive reinstatement of a research credit. The 2008 impact from this Act was an additional tax benefit of $800.

Earnings before income taxes of international operations, which are calculated before intercompany profit elimination entries, were $101,170, $(149,055) and $91,372 in 2010, 2009 and 2008, respectively. Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in those operations. These undistributed earnings aggregated approximately $340,354 and $258,416 at October 31, 2010 and 2009, respectively. Should these earnings be distributed, applicable foreign tax credits would substantially offset United States taxes due upon the distribution.

50

Notes to Consolidated Financial Statements — (Continued)

Significant components of deferred tax assets and liabilities are as follows:

	2010			2009
Deferred tax assets:
Sales to international subsidiaries and related consolidation adjustments	$	8,919		$	6,657
Employee benefits		63,520			91,985
Other accruals not currently deductible for taxes		11,681			8,252
Tax credit and loss carryforwards		5,664			7,116
Inventory adjustments		3,585			3,302
Translation of foreign currency accounts		316			—
Other — net		268			113
Total deferred tax assets		93,953			117,425
Valuation allowance		(5,729	)		(7,810	)
Total deferred tax assets		88,224			109,615
Deferred tax liabilities:
Depreciation		64,198			61,232
Translation of foreign currency accounts		—			355
Other — net		195			153
Total deferred tax liabilities		64,393			61,740
Net deferred tax assets	$	23,831		$	47,875

At October 31, 2010, we had $645 of tax credit carryforwards that will expire in 2013 through 2017. We also had $4,033 Federal, $41,050 state and $2,387 foreign operating loss carryforwards, of which $45,854 will expire in 2011 through 2030, and $1,616 of which has an indefinite carryforward period. The net change in the valuation allowance was a decrease of $2,081 in 2010 and an increase of $3,261 in 2009. The valuation allowance of $5,279 at October 31, 2010, relates primarily to tax credits and loss carryforwards that may expire before being realized. At October 31, 2010 the valuation allowance includes $523 relating to loss carryforwards recorded in purchase accounting.

51

Notes to Consolidated Financial Statements — (Continued)

Note 5 — Details of balance sheet

	2010			2009
Receivables:
Accounts	$	215,960		$	180,248
Notes		11,035			6,548
Other		20,148			8,133
		247,143			194,929
Allowance for doubtful accounts		(3,353	)		(3,728	)
	$	243,790		$	191,201
Inventories:
Finished goods	$	72,633		$	63,289
Work-in-process		15,614			11,607
Raw materials and finished parts		54,131			46,263
		142,378			121,159
Obsolescence and other reserves		(16,802	)		(15,740	)
LIFO reserve		(7,855	)		(7,783	)
	$	117,721		$	97,636
Property, plant and equipment:
Land	$	7,810		$	7,392
Land improvements		2,325			2,328
Buildings		115,111			115,309
Machinery and equipment		207,740			200,300
Enterprise management system		37,249			36,716
Construction-in-progress		8,544			2,749
Leased property under capitalized leases		14,879			16,306
		393,658			381,100
Accumulated depreciation and amortization		(277,263	)		(262,809	)
	$	116,395		$	118,291
Accrued liabilities:
Salaries and other compensation	$	40,334		$	28,772
Pension and retirement		1,675			12,339
Taxes other than income taxes		8,110			7,740
Other		46,014			43,434
	$	96,133		$	92,285

52

Notes to Consolidated Financial Statements — (Continued)

Note 6 — Leases

We have lease commitments expiring at various dates, principally for manufacturing, warehouse and office space, automobiles and office equipment. Many leases contain renewal options and some contain purchase options and residual guarantees.

Rent expense for all operating leases was approximately $12,266, $11,801 and $12,353 in 2010, 2009 and 2008, respectively.

Amortization of assets recorded under capital leases is recorded in depreciation expense.

Assets held under capitalized leases and included in property, plant and equipment are as follows:

	2010			2009
Transportation equipment	$	13,870		$	15,337
Other		1,009			969
Total capitalized leases		14,879			16,306
Accumulated amortization		(7,799	)		(9,286	)
Net capitalized leases	$	7,080		$	7,020

At October 31, 2010, future minimum lease payments under noncancelable capitalized and operating leases are as follows:

	Capitalized		Operating
	Leases		Leases
Year:
2011	$	4,880	$	9,001
2012		2,752		4,126
2013		1,247		2,483
2014		310		1,505
2015		63		1,138
Later years		8		7,349
Total minimum lease payments		9,260	$	25,602
Less amount representing executory costs		1,063
Net minimum lease payments		8,197
Less amount representing interest		1,117
Present value of net minimum lease payments		7,080
Less current portion		3,764
Long-term obligations at October 31, 2010	$	3,316

53

Notes to Consolidated Financial Statements — (Continued)

Note 7 — Notes payable

Bank lines of credit and notes payable are summarized as follows:

	2010			2009
Available bank lines of credit:
Domestic banks	$	—		$	—
Foreign banks		39,710			48,433
Total	$	39,710		$	48,433
Outstanding notes payable:
Domestic bank debt	$	—		$	—
Foreign bank debt		2,160			1,287
Total	$	2,160		$	1,287
Weighted-average interest rate on notes payable		4.1	%		4.9	%
Unused bank lines of credit	$	37,550		$	47,146

Note 8 — Long-term debt

A summary of long-term debt is as follows:

	2010		2009
Revolving credit agreement	$	46,000	$	88,000
Senior notes, due 2005-2011		14,260		18,550
Senior notes, due 2013		50,000		50,000
		110,260		156,550
Less current maturities		14,260		4,290
Long-term maturities	$	96,000	$	152,260

Revolving credit agreement — This $400,000 revolving credit agreement is with a group of banks and expires in 2012. Payment of quarterly commitment fees is required. The weighted average interest rate for borrowings under this agreement was 0.59 percent at October 31, 2010.

Senior notes, due 2005-2011 — These fixed rate notes with a group of insurance companies had an original weighted-average life of 6.5 years at the time of issuance in 2001. The weighted-average interest rate at October 31, 2010 was 7.39 percent.

Senior note, due 2013 — This note is payable in one installment and has a fixed interest rate of 4.98 percent.

Annual maturities — The annual maturities of long-term debt for the five years subsequent to October 31, 2010, are as follows: $14,260 in 2011; $46,000 in 2012; $50,000 in 2013; and $0 in 2014 and 2015.

54

Notes to Consolidated Financial Statements — (Continued)

Note 9 — Financial instruments

We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions. These contracts usually have maturities of 90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. Accordingly, the changes in the fair value of the hedges of balance sheet positions are recognized in each accounting period in “Other — net” on the Consolidated Statement of Income together with the transaction gain or loss from the hedged balance sheet position. Gains of $7,970 and $3,817 were recognized from changes in fair value of these contracts in 2010 and 2009, respectively. A loss of $2,033 was recognized from changes in fair value of these contracts in 2008. We do not use financial instruments for trading or speculative purposes.

At October 31, 2010, we had outstanding forward exchange contracts that mature at various dates through January 2011. The following table summarizes, by currency, forward exchange contracts outstanding at October 31, 2010 and 2009:

	Sell				Buy
	Notional		Fair Market		Notional		Fair Market
	Amounts		Value		Amounts		Value
October 31, 2010 contract amounts:
Euro	$	17,145	$	17,601	$	171,870	$	181,430
British pound		—		—		25,832		26,576
Japanese yen		12,947		13,260		18,678		19,490
Others		6,357		6,545		28,361		29,854
Total	$	36,449	$	37,406	$	244,741	$	257,350
October 31, 2009 contract amounts:
Euro	$	7,663	$	7,698	$	178,983	$	181,831
British pound		491		493		12,015		11,997
Japanese yen		2,876		2,911		20,862		21,342
Others		8,678		8,580		26,143		26,489
Total	$	19,708	$	19,682	$	238,003	$	241,659

The following table shows the fair value of foreign currency forward contracts in the consolidated balance sheet at October 31, 2010. These contracts were not designated as hedging instruments.

Asset Derivatives			Liability Derivatives
Balance sheet			Balance sheet
location	Fair value		location	Fair value
Receivables	$	12,098	Accrued liabilities	$	445

We also use intercompany foreign currency transactions of a long-term investment nature to hedge the value of investment in wholly-owned subsidiaries. For hedges of the net investment in foreign operations, realized and unrealized gains and losses are shown in the cumulative translation adjustment account included in total comprehensive income. For 2010 and 2009, a net loss of $999 and a net gain of $1,202, respectively, were included in the cumulative translation adjustment account related to foreign denominated fixed-rate debt designated as a hedge of net investment in foreign operations.

55

Notes to Consolidated Financial Statements — (Continued)

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and forward exchange contracts. We periodically monitor the credit ratings of these counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. As of October 31, 2010, there were no significant concentrations of credit risk.

The carrying amounts and fair values of financial instruments, other than receivables and accounts payable, are shown in the table below. The carrying values of receivables and accounts payable approximate fair value due to the short-term nature of these instruments.

	2010						2009
	Carrying			Fair			Carrying			Fair
	Amount			Value			Amount			Value
Cash and cash equivalents	$	42,329		$	42,329		$	18,781		$	18,781
Marketable securities		7,840			7,840			43			43
Notes payable		(2,160	)		(2,160	)		(1,287	)		(1,287	)
Long-term debt		(110,260	)		(112,495	)		(156,550	)		(159,706	)
Forward exchange contracts (net)		11,653			11,653			3,683			3,683

We used the following methods and assumptions in estimating the fair value of financial instruments:

•  Cash, cash equivalents and notes payable are valued at their carrying amounts due to the relatively short period to maturity of the instruments.

•  Marketable securities are valued at quoted market prices, which are considered to be Level 1 inputs under the fair value hierarchy.

•  Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy.

•  Foreign exchange contracts are estimated using quoted exchange rates, which are considered to be Level 2 inputs under the fair value hierarchy.

Note 10 — Capital shares

Preferred — We have authorized 10,000 Series A convertible preferred shares without par value. No preferred shares were outstanding in 2010, 2009 or 2008.

Common — We have 80,000 authorized common shares without par value. In March 1992, the shareholders adopted an amendment to the articles of incorporation, which, when filed with the Secretary of State for the State of Ohio, would increase the number of authorized common shares to 160,000. At October 31, 2010 and 2009, there were 49,011 common shares issued. At October 31, 2010 and 2009, the number of outstanding common shares, net of treasury shares, was 33,935 and 33,678, respectively.

Common shares repurchased during 2010, 2009 and 2008 were as follows:

	Number of		Total		Average
Year	Shares		Amount		per Share
2010		348	$	22,047	$	63.27
2009		197	$	6,826	$	34.62
2008		664	$	30,678	$	46.22

56

Notes to Consolidated Financial Statements — (Continued)

Note 11 — Stock-based compensation

The amended and restated 2004 long-term performance plan, approved by shareholders in 2008, provides for the granting of stock options, stock appreciation rights, nonvested (restricted) stock, stock purchase rights, stock equivalent units, restricted stock units, cash awards and other stock- or performance-based incentives. The number of common shares available for grant is 2.5 percent of the number of common shares outstanding as of the first day of each year. At the end of 2010, there were 848 shares available for grant in 2011.

Stock options — Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year for executive officers and 20 percent per year for other employees and expire 10 years from the date of grant. Vesting accelerates upon the occurrence of events that involve or may result in a change of control. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense of $2,231, $3,026 and $3,066 for 2010, 2009 and 2008, respectively.

Following is a summary of stock options for 2010:

				Weighted-Average		Aggregate
	Number of			Exercise Price Per		Intrinsic		Weighted-Average
	Options			Share		Value		Remaining Term
Outstanding at October 31, 2009		1,799		$	35.30
Granted		183		$	55.82
Exercised		(614	)	$	30.90
Forfeited or expired		(187	)	$	38.29
Outstanding at October 31, 2010		1,181		$	40.30	$	44,556		6.0 years
Vested at October 31, 2010 or expected to vest		1,138		$	40.13	$	43,128		5.9 years
Exercisable at October 31, 2010		709		$	37.58	$	28,660		4.7 years

Summarized information on currently outstanding options follows:

	Range of Exercise Price
	$20 — $35		$36 — $50		$51 — $62
Number outstanding		416		441		324
Weighted-average remaining contractual life, in years		5.4		5.0		8.1
Weighted-average exercise price	$	27.77	$	41.59	$	54.59
Number exercisable		242		389		78
Weighted-average exercise price	$	27.08	$	41.01	$	53.16

As of October 31, 2010, there was $5,131 of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be amortized over a weighted average period of approximately 2.0 years.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	2010			2009
Expected volatility		.429-.442		.404-.408
Expected dividend yield		1.35-1.40	%	1.36%
Risk-free interest rate		2.27-3.18	%	1.58-1.76%
Expected life of the option (in years)		5.4-6.3		5.4-6.2

57

Notes to Consolidated Financial Statements — (Continued)

The weighted-average expected volatility used to value options granted in 2010 and 2009 was .436 and .405, respectively. The weighted-average dividend yield used to value the 2010 options was 1.39%.

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of United States Treasury issues with terms equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during 2010, 2009 and 2008 was $22.16, $10.62 and $14.10, respectively.

The total intrinsic value of options exercised during 2010, 2009 and 2008 was $22,821, $2,024 and $30,589, respectively. Cash received from the exercise of stock options for 2010, 2009 and 2008 was $13,828, $2,986 and $16,135, respectively. The tax benefit realized from tax deductions from exercises for 2010, 2009 and 2008 was $7,798, $284 and $9,002, respectively.

Nonvested (restricted) stock — We may grant nonvested (restricted) stock to our employees and directors. These shares may not be disposed of for a designated period of time (generally six months to five years) defined at the date of grant. For employee recipients, shares are forfeited on a pro-rata basis in the event employment is terminated as a consequence of the employee recipient’s retirement, disability or death prior to the lapse of any restrictions. Termination for any other reason prior to the lapse of any restrictions results in forfeiture of the shares. For non-employee directors, restrictions lapse upon the retirement, disability or death of the non-employee director. Termination of service as a director for any other reason prior to the lapse of any restrictions results in a pro-rata forfeiture of shares.

As shares are issued, deferred stock-based compensation equivalent to the fair market value on the date of grant is charged to shareholders’ equity and subsequently amortized over the restriction period. Tax benefits arising from the lapse of restrictions on the stock are recognized when realized and credited to capital in excess of stated value.

The following table summarizes 2010 activity related to nonvested stock:

				Weighted-Average
	Number of			Grant Date Fair
	Shares			Value Per Share
Nonvested at October 31, 2009		23		$	38.49
Granted		30		$	56.77
Vested		(13	)	$	47.20
Forfeited		—			—
Nonvested at October 31, 2010		40		$	49.40

As of October 31, 2010, there was $1,236 of unrecognized compensation cost related to nonvested stock. The cost is expected to be amortized over a weighted average period of 2.2 years. The amount charged to expense related to nonvested stock was $774, $507 and $886 in 2010, 2009 and 2008, respectively.

58

Notes to Consolidated Financial Statements — (Continued)

Deferred directors compensation — Non-employee directors may defer all or part of their compensation until retirement. Compensation may be deferred as cash or as stock equivalent units. Deferred cash amounts are recorded as liabilities. Additional stock equivalent units are earned when common stock dividends are declared.

The following is a summary of the activity related to deferred director compensation during 2010:

				Weighted-Average
	Number of			Grant Date Fair
	Shares			Value Per Share
Outstanding at October 31, 2009		127		$	30.51
Deferrals		3		$	67.65
Restricted stock units vested		11		$	41.80
Dividend equivalents		2		$	66.56
Distributions		(9	)	$	26.77
Outstanding at October 31, 2010		134		$	33.09

The amount charged to expense related to this plan was $351, $333 and $305 in 2010, 2009 and 2008, respectively.

Long-Term Incentive Compensation Plan — Under the Long-Term Incentive Compensation Plan, executive officers and selected other key employees receive common stock awards based solely on corporate performance measures over three-year performance periods. Awards vary based on the degree to which corporate performance exceeds predetermined threshold, target and maximum performance levels at the end of a performance period. No payout will occur unless certain threshold performance objectives are exceeded.

The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the Black-Scholes model. The per share values for 2010 were $52.19 and $59.04 for the executive officer group and $52.19 for the selected other employees. The per-share values for 2009 and 2008 were $26.45 and $50.74, respectively. These performance-based equity grants are recorded in shareholders’ equity. The cumulative amounts recorded in shareholders’ equity at October 31, 2010 and October 31, 2008 were $3,879 and $9,483, respectively. There was no cumulative amount recorded in shareholders’ equity at October 31, 2009. The amounts charged to expense for executive officers and selected other employees in 2010 and 2008 were $3,879 and $4,762, respectively. There was $5,014 credited to expense for executive officers and selected other employees in 2009.

Shares reserved for future issuance — At October 31, 2010, there were 73,127 of common shares reserved for future issuance through the exercise of outstanding options or rights.

Note 12 — Severance and restructuring costs

Cost reduction activities were taken in 2008 through 2010 primarily in response to economic conditions and with the objective of improving operating efficiencies. Total severance and related costs of these actions were $23,986 of which $5,561 occurred in 2008, $16,396 occurred in 2009, and $2,029 occurred in 2010. The severance costs were recorded in the Corporate segment.

In March 2007, we announced that the Adhesive Dispensing Systems segment manufacturing operation located in Talladega, Alabama would be closed and production activities would be moved to other facilities that are closer to supplier locations. Total severance costs were $493 and were recorded over the future service period of April 2007 through March 2008.

59

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes activity in the severance and restructuring accruals during 2008, 2009 and 2010:

	Cost			Adhesive
	Reduction			Dispensing
	Actions -			Systems -
	2008-2010			2007 Action			Total
Accrual balance at October 31, 2007	$	—		$	403		$	403
Additions to accrual		5,561			60			5,621
Payments		(1,053	)		(463	)		(1,516	)
Currency effects		(25	)		—			(25	)
Accrual balance at October 31, 2008		4,483			—			4,483
Additions to accrual		16,396			—			16,396
Payments		(18,732	)		—			(18,732	)
Currency effects		81			—			81
Accrual balance at October 31, 2009		2,228			—			2,228
Additions to accrual		2,029			—			2,029
Payments		(3,161	)		—			(3,161	)
Currency effects		(173	)		—			(173	)
Accrual balance at October 31, 2010	$	923		$	—		$	923

Note 13 — Acquisitions

Business acquisitions have been accounted for as purchases, with the acquired assets and liabilities recorded at estimated fair value on the dates of acquisition. The cost in excess of the net assets of the business acquired is included in goodwill. Operating results after the respective dates of acquisitions are included in the Consolidated Statement of Income. Assuming the acquisitions below had taken place at the beginning of 2008, pro-forma results for 2010, 2009 and 2008 would not have been materially different.

On January 5, 2010, we acquired 100 percent of the outstanding shares of G L T Gesellschaft für Löttechnik mbH (“GLT”), a German distributor of Nordson EFD dispensing systems and related products. The acquisition date fair value of the consideration transferred, which consisted solely of cash, was $22,021 ($18,576, net of cash acquired). Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $6,034 and identifiable intangible assets of $7,270 were recorded. The identifiable intangible assets consist primarily of $5,661 of customer relationships that are being amortized over 10 years.

On October 1, 2008, we acquired certain assets of Wachter Paul & Co., Dosier-Klebetechnik, a Swiss distributor of Nordson EFD dispensing systems and related products.

On August 1, 2008, we acquired 100 percent of the outstanding shares of MLT Systems Holdings (Pty) Ltd. and its subsidiary, MLT Application Systems (Pty) Ltd. (MLT) of Cape Town, South Africa. MLT had been the exclusive distributor of our products in South Africa since 1989.

On May 26, 2008, we acquired the remaining 51 percent interest in our South Korea joint venture. Purchase accounting was applied to the acquisition of the remaining interest, with the $2,485 difference between the purchase price and the carrying value of our investment recorded as goodwill. The joint venture was previously consolidated in accordance with current accounting standards. The wholly-owned subsidiary operates as Nordson Korea.

60

Notes to Consolidated Financial Statements — (Continued)

Note 14 — Divestiture

On June 30, 2010, we sold our UV Curing graphic arts and lamps product lines to Baldwin Technology Company, Inc. These product lines were reported in the Advanced Technology Systems segment. This divestiture did not qualify for discontinued operations treatment, because it was not a component of an entity, as its operations and cash flows were not clearly distinguished from the rest of the entity. During 2010, we recognized a pretax loss on disposition of $357, which is reflected in selling and administrative expenses in the Consolidated Statement of Income. In the current year, results of operations and net assets of the divested product lines were immaterial to our consolidated results of operations, financial position and cash flows. In the fourth quarter of 2009, we recognized a pre-tax impairment charge of $14,101, including $12,129 of goodwill impairment, to write down the carrying amount of the assets held for sale to the estimated fair value less costs to sell. The tax benefit related to the write-off of our tax basis in the investment in these product lines is discussed in Note 4.

Note 15 — Supplemental information for the statement of cash flows

	2010			2009		2008
Cash operating activities:
Interest paid	$	6,518		$	7,986	$	17,633
Income taxes paid		22,218			24,893		45,089
Non-cash investing and financing activities:
Capitalized lease obligations incurred	$	5,468		$	3,257	$	6,886
Capitalized lease obligations terminated		721			2,376		1,024
Shares acquired and issued through exercise of stock options		5,151			73		4,682
Non-cash assets and liabilities of businesses acquired:
Working capital	$	4,062		$	—	$	1,082
Property, plant and equipment		1,320			—		112
Intangibles and other long-term assets		14,880			—		4,271
Long-term debt and other liabilities		(1,686	)		—		(766	)
	$	18,576		$	—	$	4,699

Note 16 — Operating segments and geographic area data

We conduct business in three primary operating segments: Adhesive Dispensing Systems, Advanced Technology Systems, and Industrial Coating Systems. The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker. The primary measure used by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses. Items below the operating profit line of the Consolidated Statement of Income (interest and investment income, interest expense and other income/expense) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment. In addition, the measure of segment operating profit that is reported to and reviewed by the chief operating decision maker excludes severance and restructuring costs associated with the cost reduction program that began in 2008. The accounting policies of the segments are generally the same as those described in Note 1, Significant Accounting Policies.

No single customer accounted for five percent or more of sales in 2010, 2009 or 2008.

61

Notes to Consolidated Financial Statements — (Continued)

The following table presents information about our reportable segments:

	Adhesive		Advanced			Industrial
	Dispensing		Technology			Coating
	Systems		Systems			Systems			Corporate			Total
Year ended October 31, 2010
Net external sales	$	525,290	$	380,304		$	135,957		$	—		$	1,041,551
Depreciation		8,014		7,656			2,836			4,119			22,625
Operating profit		166,255		86,329			12,506			(30,257	)(a)		234,833
Identifiable assets(b)		251,881		482,132			56,687			206,663	(c)		997,363
Expenditures for long-lived assets		1,857		2,823			517			9,120			14,317
Year ended October 31, 2009
Net external sales	$	460,746	$	248,827		$	109,592		$	—		$	819,165
Depreciation		9,087		7,294			3,300			6,629			26,310
Operating profit (loss)		127,589		(214,373	)(d)		(7,303	)(d)		(33,720	)(a)		(127,807	)
Identifiable assets(b)		226,904		451,300			50,072			168,686	(c)		896,962
Expenditures for long-lived assets		1,922		7,097			857			2,638			12,514
Year ended October 31, 2008
Net external sales	$	580,711	$	367,366		$	176,752		$	—		$	1,124,829
Depreciation		9,391		7,613			3,897			5,539			26,440
Operating profit		145,390		61,764			11,015			(27,831	)(a)		190,338
Identifiable assets(b)		248,782		700,767			69,897			149,819	(c)		1,169,265
Expenditures for long-lived assets		5,320		14,278			3,285			3,503			26,386

(a)	Includes severance and restructuring charges $2,029, $16,396 and $5,561 in 2010, 2009 and 2008, respectively.
(b)	Includes notes and accounts receivable net of customer advance payments and allowance for doubtful accounts, inventories net of reserves, property, plant and equipment net of accumulated depreciation and goodwill.
(c)	Corporate assets are principally cash and cash equivalents, deferred income taxes, investments, capital leases, headquarter facilities, the major portion of our domestic enterprise management system, and intangible assets.
(d)	Includes goodwill and long-lived asset impairments of $239,427 in the Advanced Technology Systems segment and $3,616 in the Industrial Coating Systems segment.

62

Notes to Consolidated Financial Statements — (Continued)

We have significant sales and long-lived assets in the following geographic areas:

	2010		2009		2008
Net external sales
United States	$	277,262	$	235,295	$	315,553
Americas		77,592		59,900		76,860
Europe		337,448		295,952		431,583
Japan		95,789		81,944		110,891
Asia Pacific		253,460		146,074		189,942
Total net external sales	$	1,041,551	$	819,165	$	1,124,829
Long-lived assets
United States	$	80,974	$	79,675	$	89,618
Americas		1,865		1,703		1,571
Europe		13,401		15,329		18,695
Japan		3,587		3,257		3,457
Asia Pacific		16,568		18,327		20,502
Total long-lived assets	$	116,395	$	118,291	$	133,843

A reconciliation of total segment operating income to total consolidated income before income taxes is as follows:

	2010			2009			2008
Total profit (loss) for reportable segments	$	234,833		$	(127,807	)	$	190,338
Interest expense		(6,263	)		(7,771	)		(16,714	)
Interest and investment income		819			492			1,250
Other-net		1,930			7,895			4,914
Income (loss) before income taxes	$	231,319		$	(127,191	)	$	179,788

A reconciliation of total assets for reportable segments to total consolidated assets is as follows:

	2010			2009			2008
Total assets for reportable segments	$	997,363		$	896,962		$	1,169,265
Customer advance payments		10,999			8,807			7,521
Eliminations		(22,008	)		(15,095	)		(10,117	)
Total consolidated assets	$	986,354		$	890,674		$	1,166,669

Note 17 — Goodwill and intangible assets

Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. We assess the fair value of reporting units on a non-recurring basis using a combination of two valuation methods, a market approach and an income approach, to estimate the fair value of our reporting units. The implied fair value of our reporting units is determined based on significant unobservable inputs; accordingly, these inputs fall within Level 3 of the fair value hierarchy.

For 2010 and 2009, our reporting units are the Adhesive Dispensing Systems segment, the Industrial Coating Systems segment and one level below the Advanced Technology Systems segment. Reporting units in the Advanced Technology Systems segment in 2010 are consistent with those used in 2009, except that Picodostec and YESTech are now included in the EFD and Dage reporting units, respectively.

63

Notes to Consolidated Financial Statements — (Continued)

The goodwill impairment test is a two-step process. In the first step, performed in the fourth quarter of each year, we calculate a fair value using a discounted cash flow valuation methodology and compare the result against the carrying value for net assets of each reporting unit. Indications of value derived for each reporting unit using the market approach are corroborated with the results of the discounted cash flow approach. If the carrying value of a reporting unit exceeds its fair value, then a second step is performed to determine if goodwill is impaired. In the second step, a hypothetical purchase price allocation of the reporting unit’s assets and liabilities is performed using the fair value calculated in step one. The difference between the fair value of the reporting unit and the hypothetical fair value of assets and liabilities is the implied goodwill amount. Impairment is recorded if the carrying value of the reporting unit’s goodwill is higher than its implied goodwill. Based upon results of step one in 2010, the second step of the goodwill impairment test was not necessary. In 2009, the second step of the goodwill impairment test was performed and we recognized an impairment charge related to a reduction in the carrying value of goodwill in the amount of $232,789, relating to six reporting units as follows: Dage $166,916, Picodostec $7,530, YESTech $26,149, March Plasma Systems $16,449, UV Curing $12,129, and Industrial Coating Systems $3,616.

Changes in the carrying amount of goodwill during 2010 by operating segment follow:

	Adhesive			Advanced			Industrial
	Dispensing			Technology			Coating
	Systems			Systems			Systems			Total
Balance at October 31, 2009
Goodwill	$	33,850		$	537,085		$	3,616		$	574,551
Accumulated impairment losses		—			(229,173	)		(3,616	)		(232,789	)
		33,850			307,912			—			341,762
Acquisition/Adjustment		200			6,034			—			6,234
Currency effect		(267	)		(403	)		—			(670	)
Balance at October 31, 2010
Goodwill		33,783			542,716			3,616			580,115
Accumulated impairment losses		—			(229,173	)		(3,616	)		(232,789	)
	$	33,783		$	313,543		$	—		$	347,326

64

Notes to Consolidated Financial Statements — (Continued)

Information regarding intangible assets subject to amortization follows:

	October 31, 2010
	Carrying		Accumulated
	Amount		Amortization		Net Book Value
Patent costs	$	20,641	$	6,961	$	13,680
Customer relationships		30,630		8,273		22,357
Noncompete agreements		5,982		4,857		1,125
Core/developed technology		2,788		2,123		665
Trade name		1,684		479		1,205
Other		1,432		636		796
Total	$	63,157	$	23,329	$	39,828

	October 31, 2009
	Carrying		Accumulated
	Amount		Amortization		Net Book Value
Patent costs	$	20,983	$	5,242	$	15,741
Customer relationships		25,402		5,689		19,713
Noncompete agreements		5,935		4,223		1,712
Core/developed technology		2,788		1,888		900
Trade name		890		—		890
Other		638		620		18
Total	$	56,636	$	17,662	$	38,974

Indefinite-lived intangible assets are trademarks and trade names associated with Dage, Picodostec and YESTech. Indefinite-lived intangible assets are not subject to amortization and need to be tested for impairment annually or more often if indications of impairment exist. The impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment charge is recognized in an amount equal to that excess. After an impairment charge is recognized, the adjusted carrying amount of the intangible asset becomes its new accounting basis. Subsequent reversal of a previously recognized impairment charge is prohibited.

The common valuation technique for determining the fair value of trademark and trade names is the “relief from royalty method” which is based on significant unobservable inputs; accordingly, these inputs fall within Level 3 of the fair value hierarchy. The theory is that these assets relieve the owner from having to pay a hypothetical royalty attributable to an exclusive license for selling products under the trademark or trade name. The value of the hypothetical exclusive license is based upon the present value of a stream of hypothetical royalty payments, using assumptions for revenue growth (the same as for goodwill testing), discount rates (slightly more risk premium than for goodwill testing), royalty rates (based on market data), and tax amortization benefits (based upon statutory guidance). At October 31, 2010 and 2009, $3,099 and $3,170, respectively, of trademark and trade name intangible assets were not subject to amortization. No impairment charges were recorded in 2010. In 2009, this testing resulted in impairment charges totaling $8,282 as follows by reporting unit: Dage $5,365, Picodostec $157, YESTech $350, and TAH Industries $2,410. The charge for the TAH trade name was due to our branding program, under which TAH product lines are being integrated into and marketed as “Nordson EFD” over the next several years. Accordingly, the TAH trade name was converted to a finite-lived asset.

65

Notes to Consolidated Financial Statements — (Continued)

Amortization expense for 2010 and 2009 was $6,263 and $5,100, respectively. Estimated amortization expense for each of the five succeeding years follows:

Year	Amounts
2011	$	6,270
2012	$	5,360
2013	$	4,679
2014	$	4,055
2015	$	3,476

Note 18 — Fair value measurements

In September 2006, the FASB issued a standard regarding fair value measurements. This standard provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. It also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. In February 2008, the FASB issued an update that permitted a one-year deferral of the original standard for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We adopted the non-deferred portion of the standard as of November 1, 2008 and the deferred portion of the standard as of November 1, 2009.

Fair value disclosures related to goodwill and indefinite-lived intangible assets are in Note 17.

The inputs to the valuation techniques used to measure fair value are classified into the following categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table presents the classification of our assets and liabilities measured at fair value on a recurring basis at October 31, 2010:

	Total		Level 1		Level 2		Level 3
Assets:
Rabbi trust(a)	$	14,237	$	—	$	14,237	$	—
Forward exchange contracts(b)		12,098		—		12,098		—
Total assets at fair value	$	26,335	$	—	$	26,335	$	—
Liabilities:
Deferred compensation plans(c)	$	7,073	$	7,073	$	—	$	—
Forward exchange contracts(b)		445		—		445		—
Total liabilities at fair value	$	7,518	$	7,073	$	445	$	—

(a) We maintain a rabbi trust that serves as an investment to shadow our deferred compensation plan liability. The investment assets of the trust consist of life insurance policies for which we recognize income or expense based upon changes in cash surrender value.

66

Notes to Consolidated Financial Statements — (Continued)

(b)

We enter into foreign currency forward contracts to reduce the risk of foreign currency exposures resulting from receivables, payables, intercompany receivables, intercompany payables and loans denominated in foreign currencies. The maturities of these contracts are usually less than 90 days. Foreign exchange contracts are valued using market exchange rates.

(c)

Senior management and other highly compensated employees may defer up to 100 percent of their salary and incentive compensation into various non-qualified deferred compensation plans. Deferrals can be allocated to various market performance measurement funds. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.

Note 19 — Quarterly financial data (unaudited)

	First		Second		Third		Fourth
2010:
Sales	$	220,589	$	251,659	$	279,121	$	290,182
Gross margin		131,675		153,867		165,801		170,271
Net income		26,732		32,431		55,329		53,556
Earnings per share:
Basic		.79		.96		1.63		1.58
Diluted		.78		.94		1.61		1.56
2009:
Sales	$	186,608	$	188,840	$	206,273	$	237,444
Gross margin		107,237		102,883		121,737		137,069
Net income (loss)		11,156		13,843		23,979		(209,033	)
Earnings (loss) per share:
Basic		.33		.41		.71		(6.22	)
Diluted		.33		.41		.71		(6.22	)

The sum of the per-share amounts for the four quarters of 2010 and 2009 do not equal the annual per-share amounts due to differences in the average number of shares outstanding during the respective periods.

During the first quarter of 2010, net income tax benefits of $3,062 were recorded. During the second quarter of 2010, an additional tax charge of $5,255 was recorded resulting from the enactment of the Patient Protection and Affordable Care Act and the subsequent enactment of the Health Care and Education Reconciliation Act of 2010. The charge was due to a reduction in the value of our deferred tax asset as a result of a change to the tax treatment associated with Medicare Part D subsidies. During the third quarter of 2010, a tax benefit of $10,700 was recognized as a result of the write-off of the tax basis of the UV graphic arts business sold on June 30, 2010.

Pretax severance and restructuring costs of $531, $571, $347 and $580 were recognized in the first, second, third and fourth quarters, respectively, of 2010.

Pre-tax goodwill and long-lived asset impairments of $243,043 were recognized in the fourth quarter of 2009. During the first quarter of 2009, a gain of $5,036 related to the sale of real estate was recorded. Pretax severance and restructuring costs of $8,064, $5,054, $977 and $2,301 were recognized in the first, second, third and fourth quarters, respectively, of 2009.

67

Notes to Consolidated Financial Statements — (Continued)

Note 20 — Contingencies

We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. Including the environmental matter discussed below, it is our opinion, after consultation with legal counsel, that resolutions of these matters are not expected to result in a material effect on our financial condition, quarterly or annual operating results or cash flows.

Environmental — We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and constructing a potable water delivery system serving the impacted area down gradient of the Site. At October 31, 2010, and 2009 our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $885. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

Note 21 — Subsequent events

On November 1, 2010, we acquired Micromedics Inc., a leader in applying and dispensing biomaterials for controlling bleeding, healing wounds, and other related medical procedures. Micromedics, headquartered in St. Paul, Minnesota, will be integrated into our Advanced Technology Systems segment.

We evaluated all events or transactions that occurred after October 31, 2010 through the date the financial statements were issued, and there were no material recognizable subsequent events or other non-recognizable subsequent events.

68

Management’s Report on Internal Control Over Financial Reporting

The management of Nordson Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework, Nordson’s management assessed the effectiveness of our internal control over financial reporting as of October 31, 2010.

Based on our assessment, management concluded that our internal control over financial reporting was effective as of October 31, 2010.

The independent registered public accounting firm, Ernst & Young LLP, has also audited the effectiveness of our internal control over financial reporting as of October 31, 2010. Their report is included herein.

/s/  Michael F. Hilton	/s/  Gregory A. Thaxton
Director, President and Chief Executive Officer	Vice President, Chief Financial Officer
December 17, 2010	December 17, 2010

69

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Nordson Corporation

We have audited Nordson Corporation’s internal control over financial reporting as of October 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Nordson Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Nordson Corporation maintained, in all material respects, effective internal control over financial reporting as of October 31, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Nordson Corporation as of October 31, 2010 and 2009, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2010 of Nordson Corporation and our report dated December 17, 2010 expressed an unqualified opinion thereon.

Cleveland, Ohio

December 17, 2010

70

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Nordson Corporation

We have audited the accompanying consolidated balance sheets of Nordson Corporation as of October 31, 2010 and 2009 and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2) and (c). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nordson Corporation at October 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Nordson Corporation’s internal control over financial reporting as of October 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 17, 2010 expressed an unqualified opinion thereon.

Cleveland, Ohio

December 17, 2010

71

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer (vice president, chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15e) as of October 31, 2010. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of October 31, 2010 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s report on internal control over financial reporting. The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth in Part II, Item 8 of this Annual Report on Form 10-K.

(c) Changes in internal control over reporting. There were no changes in our internal controls over financial reporting that occurred during the fourth quarter of 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our definitive Proxy Statement for the 2011 Annual Meeting of Shareholders. Information regarding Audit Committee financial experts is incorporated by reference to the caption “Election of Directors” of our definitive Proxy Statement for the 2011 Annual Meeting of Shareholders.

Our executive officers serve for a term of one year from date of election to the next organizational meeting of the board of directors and until their respective successors are elected and qualified, except in the case of death, resignation or removal. Information concerning executive officers is contained in Part I of this report under the caption “Executive Officers of the Company.”

We have adopted a code of ethics for all employees and directors, including the principal executive officer, other executive officers, principal finance officer and other finance personnel. A copy of the code of ethics is available free of charge on our Web site at http://www.nordson.com/governance. We intend to satisfy our disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on our Web site.

72

Item 11. Executive Compensation

The information required by this Item is incorporated by reference to the captions “Directors Compensation for Fiscal Year 2010,” “Summary Compensation for Fiscal Year 2010,” “Grants of Plan-Based Awards for Fiscal Year 2010,” “Option Exercises and Stock Vested for Fiscal Year 2010,” “Pension Benefits for Fiscal Year 2010,” “Nonqualified Deferred Compensation for Fiscal Year 2010” and “Potential Payments Upon Termination or Change of Control” in our definitive Proxy Statement for the 2011 Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to the caption “Ownership of Nordson Common Shares” in our definitive Proxy Statement for the 2011 Annual Meeting of Shareholders.

Equity Compensation Table

The following table sets forth information regarding equity compensation plans in effect as of October 31, 2010.

					Number of securities
					remaining available for
					future issuance under
	Number of securities to be		Weighted-average		equity compensation plans
	issued upon exercise of		exercise price of		(excluding securities
	outstanding options,		outstanding options,		reflected in first reporting
Plan category	warrants and rights		warrants and rights		column)
Equity compensation plans approved by security holders		1,181	$	40.30		848
Equity compensation plans not approved by security holders		—		—		—
Total		1,181	$	40.30		848

The number of Common Shares available for grant is 2.5 percent of the number of Common Shares outstanding as of the first day of each year.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the caption “Review of Transactions with Related Persons” in our definitive Proxy Statement for the 2011 Annual Meeting of Shareholders.

Item 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to the caption “Independent Auditors” in our definitive Proxy Statement for the 2011 Annual Meeting of Shareholders.

73

PART IV

Item 15. Exhibits and Financial Statement Schedule

The following are filed as part of this report:

(a) 1. Financial Statements

The following financial statements are included in Part II, Item 8:

Consolidated Statements of Income for each of the three years in the period ending October 31, 2010

Consolidated Balance Sheets as of October 31, 2010 and October 31, 2009

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ending October 31, 2010

Consolidated Statements of Cash Flows for each of the three years in the period ending October 31, 2010

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

(a) 2. Financial Statement Schedule

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ending October 31, 2010.

No other consolidated financial statement schedules are presented because the schedules are not required, because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements, including the notes thereto.

(a) 3. Exhibits

The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.

74

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NORDSON CORPORATION

Date: December 17, 2010

By: /s/  Gregory A. Thaxton

Gregory A. Thaxton

Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/  Michael F. Hilton Michael F. Hilton Director, President and Chief Executive Officer (Principal Executive Officer)	December 17, 2010
/s/  Gregory A. Thaxton Gregory A. Thaxton Vice President, Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)	December 17, 2010
/s/  Joseph P. Keithley Joseph P. Keithley Chairman of the Board	December 17, 2010
/s/  Lee C. Banks Lee C. Banks Director	December 17, 2010
/s/  Randolph W. Carson Randolph W. Carson Director	December 17, 2010
/s/  Dr. David W. Ignat Dr. David W. Ignat Director	December 17, 2010
/s/  William P. Madar William P. Madar Director	December 17, 2010
/s/  Michael J. Merriman, Jr. Michael J. Merriman, Jr. Director	December 17, 2010

75

Signatures — Continued

/s/  Mary G. Puma Mary G. Puma Director	December 17, 2010
/s/  Victor L. Richey, Jr. Victor L. Richey, Jr. Director	December 17, 2010
/s/  William L. Robinson William L. Robinson Director	December 17, 2010
/s/  Benedict P. Rosen Benedict P. Rosen Director	December 17, 2010

76

Schedule II — Valuation and Qualifying Accounts and Reserves

	Balance at		Assumed									Balance
	Beginning		from		Charged to				Currency			at End
	of Year		Acquisitions		Expense		Deductions		Effects			of Year
Allowance for Doubtful Accounts
2008	$	4,302		—		413		1,393		(255	)	$	3,067
2009	$	3,067		—		1,998		1,654		317		$	3,728
2010	$	3,728		6		607		901		(87	)	$	3,353
Inventory Obsolescence and Other Reserves
2008	$	12,365		60		5,492		3,092		(1,692	)	$	13,133
2009	$	13,133		—		5,654		4,234		1,187		$	15,740
2010	$	15,740		187		4,233		3,061		(297	)	$	16,802

77

NORDSON CORPORATION

Index to Exhibits

(Item 15(a) (3))

Exhibit
Number	Description
(3)	Articles of Incorporation and By-Laws
3-a	1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a to Registrant’s Annual Report on Form 10-K for the year ended October 30, 2005)
3-b	1998 Amended Regulations
(4)	Instruments Defining the Rights of Security Holders, including indentures
4-a	$400 million Credit Agreement between Nordson Corporation and various financial institutions (incorporated herein by reference to Exhibit 10.1 to Registrant’s Form 8-K dated July 16, 2007)
4-b	$100 million Senior Note Purchase Agreement between Nordson Corporation and various insurance companies (incorporated herein by reference to Exhibit 4-c to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2006)
4-c	Note Purchase and Private Shelf Agreement dated February 22, 2008 (incorporated herein by reference to Exhibit 10.1 to Registrant’s Form 8-K dated February 25, 2008)
(10)	Material Contracts
10-a	Amended and Restated Nordson Corporation 2004 Management Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Registrant’s Form 8-K dated February 25, 2008)*
10-b	Nordson Corporation Deferred Compensation Plan (incorporated herein by reference to Exhibit 10-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2006)*
10-b-1	Nordson Corporation 2005 Deferred Compensation Plan*
10-b-2	Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.01-a to Registrant’s Form 8-K dated December 16, 2008)*
10-c	Indemnity Agreement (incorporated herein by reference to Exhibit 10-c to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2007)*
10-d	Restated Nordson Corporation Excess Defined Contribution Retirement Plan Agreement (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*
10-d-1	First Amendment to Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2006)*
10-d-2	Nordson Corporation 2005 Excess Defined Contribution Benefit Plan (incorporated herein by reference to Exhibit 10-d-2 to Registrant’s Annual Report on Form 10-K for the year ended October 30, 2005)*
10-d-3	Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.01-c to Registrant’s Form 8-K dated December 16, 2008)*
10-e	Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*
10-e-1	Second Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2006)*
10-e-2	Nordson Corporation 2005 Excess Defined Benefit Pension Plan*
10-e-3	Nordson Corporation 2005 Excess Defined Benefit Pension Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.01-b to Registrant’s Form 8-K dated December 16, 2008)*
10-f	Employment Agreement between the Registrant and Edward P. Campbell*

78

Index to Exhibits — Continued

Exhibit
Number	Description
10-g	Nordson Corporation 1993 Long-Term Performance Plan, as amended March 12, 1998 Agreement (incorporated herein by reference to Exhibit 10-g to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2008)*
10-g-1	Amended and Restated Nordson Corporation 2004 Long-Term Performance Plan (incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated February 25, 2008)*
10-h	Nordson Corporation Assurance Trust Agreement*
10-h-1	Employment Agreement (Change in Control) between the Registrant and Edward P. Campbell*
10-h-2	Amended Employment Agreement (Change in Control) between the Registrant and Edward P. Campbell (incorporated herein by reference to Exhibit 10.3 to Registrant’s Form 8-K dated December 16, 2008)*
10-h-3	Supplemental Pension and Severance Benefits Arrangement with Edward P. Campbell between the Registrant and Edward P. Campbell (incorporated herein by reference to Exhibit 10.4 to Registrant’s Form 8-K dated December 16, 2008)*
10-h-4	Form of Change in Control Retention Agreement between the Registrant and Executive Officers (incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated December 16, 2008)*
10-i	Compensation Committee Rules of the Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation*
10-j	Compensation Committee Rules of the Nordson Corporation Amended and Restated Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation*
10-l	Stock Purchase Agreement between John Greasley, Nordson Corporation and Dage Holdings Limited (incorporated herein by reference to Exhibit 99.3(b) to Registrant’s Form 8-K dated December 19, 2006)
10-m	Employment Agreement between Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 99.3 to Registrant’s Form 8-K dated December 21, 2009)*
10-n	Employment Agreement (Change in Control Retention Agreement) between Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 99.4 to Registrant’s Form 8-K dated December 21, 2009)*
10-o	Supplemental Retirement Agreement between the Registrant and Michael F. Hilton*
(21)	Subsidiaries of the Registrant
(23)	Consent of Independent Registered Public Accounting Firm
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99-a	Form S-8 Undertakings (Nos. 33-18309 and 33-33481)
101	The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2010, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income for the years ended October 31, 2010, 2009 and 2008, (ii) the Consolidated Balance Sheets at October 31, 2010 and 2009, (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, 2010, 2009 and 2008, (iv) the Consolidated Statements of Cash Flows for the years ended October 31, 2010, 2009 and 2008, and (iv) Notes to Consolidated Financial Statements (tagged as blocks of text).

*Indicates management contract or compensatory plan, contract or arrangement in which one or more directors and/or executive officers of Nordson Corporation may be participants.

79

EX-3.B

Exhibit 3-b

NORDSON CORPORATION

1998 AMENDED REGULATIONS

ARTICLE I

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders of the Company for the election of directors, the consideration of reports, and the transaction of such other business as may properly be brought before the meeting shall be held at the principal office of the Company in Westlake, Ohio, or at such other place either within or without the State of Ohio as may be designated by the Board of Directors, by the Chairman of the Board, or by the President and specified in the notice of the meeting, at 5:15 o’clock p.m. on the fourth Tuesday in February in each year, or at such other time and on such other date (not, however, earlier than February 15 or later than March 15 in any year) as the Board of Directors may determine.

     SECTION 2. SPECIAL MEETING. Special meetings of the shareholders of the Company may be held on any business day when called by the President, or by a Vice President; by the Board of Directors acting at a meeting or by a majority of the directors acting without a meeting; or by persons who hold fifty percent of all the shares outstanding and entitled to vote thereat. Upon request in writing delivered either in person or by registered mail to the President or the Secretary by any person entitled to call a special meeting of the shareholders, that officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven or more than sixty days after the receipt of the request, as that officer may fix. If the notice is not given within thirty days after the delivery or mailing of the request, the persons calling the meeting may fix the time of the meeting and give notice thereof in the manner provided by law or as provided in these Regulations, or cause the notice to be given by any designated representative. Each special meeting shall be called to convene between nine o’clock a.m. and four o’clock p.m. and shall be held at the principal Office of the Company at Westlake, Ohio, unless the meeting is called by the directors, acting with or without a meeting, in which case the meeting may be held at any place either within or without the State of Ohio determined by the Board of Directors and specified in the notice of the meeting.

     SECTION 3. NOTICE OF MEETINGS. Not less than seven or more than sixty days before the date fixed for a meeting of the shareholders, written notice stating the time, place, and purposes of the meeting shall be given by or at the direction of the President, a Vice President, the Secretary, or an Assistant Secretary (or, if notice is not timely given, by a designated representative of the person calling the meeting under Section 2 of this Article I). The notice shall be given by personal delivery or by mail to each shareholder entitled to notice of the meeting who is not of record as of the date next preceding the day on which notice is given or, if a record date therefor is duly fixed, of record as of that date; if mailed, the notice shall be addressed to the shareholders at their respective addresses as they appear on the records of the Company. Notice of the time, place, and purposes of any meeting of shareholders may be waived in writing, either before or after the holding of the meeting, by any shareholders, which

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writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of the meeting.

     SECTION 4. QUORUM; ADJOURNMENT. Except as may be otherwise provided by law or by the Articles of Incorporation, at any meeting of the shareholders, holders of one-third of the outstanding voting shares of the Company present in person or by proxy shall constitute a quorum of such meeting; provided, however, that no action required by law, the Articles, or these Regulations to be authorized or taken by a designated proportion of the shares of any particular class or of each class of the Company may be authorized or taken by a lesser proportion and except that the holders of a majority of the voting shares represented at the meeting may adjourn the meeting from time to time; if any meeting is adjourned, notice of the adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced at the meeting.

     SECTION 5. PROXIES. Persons entitled to vote shares or act with respect to shares may vote or act in person or by proxy. The person appointed as proxy need not be a shareholder. Unless the writing appointing a proxy otherwise provides, the presence at a meeting of a person who has appointed a proxy shall not operate to revoke the appointment. Notice to the Company, in writing or in open meeting, of the revocation of the appointment of a proxy shall not affect any vote or act previously taken or authorized.

     SECTION 6. APPROVAL AND RATIFICATION OF ACTS OF OFFICERS AND BOARD OF DIRECTORS. Except as otherwise provided by the Articles of Incorporation or by law, any contract, act, or transaction, prospective or past, of the Company, of the Board of Directors, or of the officers may be approved or ratified by the affirmative vote at a meeting of the shareholders, or by written consent, with or without a meeting, of the holders of record of shares entitling them to exercise a majority of the voting power of the Company, and that approval or ratification shall be as valid and binding as though affirmatively voted for or consented to by every shareholder of the Company.

     SECTION 7. ORDER OF BUSINESS.

     (a) The Chairman of the Board, or such other officer of the Company as may be designated by the Board of Directors, will call meetings of the shareholders to order and will preside at the meetings. The presiding officer will determine the order of business at the meeting and have the authority to regulate the conduct of the meeting, including (i) limiting the persons (other than shareholders and their duly appointed proxies) who may attend the meeting, (ii) determining whether any shareholder or his or her proxy should be excluded from the meeting because the shareholder or proxy has disrupted or is likely to disrupt the meeting, (iii) determining the circumstances in which any person may make a statement or ask questions at the meeting, and (iv) establishing such other procedures as the presiding officer may deem appropriate for the orderly conduct of the meeting.

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     (b) At an annual meeting of the shareholders, only such business as is properly brought before the meeting will be considered. To be properly brought before an annual meeting, business must be (i) specified in the notice of the meeting (or any supplement to that notice) given by or at the direction of the President, a Vice President, the Secretary, or an Assistant Secretary in accordance with Section 3 of this Article I, (ii) brought before the meeting by the presiding officer or by or at the direction of the Board of Directors, or (iii) properly requested by a shareholder to be brought before the meeting in accordance with subsection (c) of this Section 7.

     (c) For business to be properly requested by a shareholder to be brought before an annual meeting of the shareholders, the shareholder must (i) be a shareholder of the Company of record at the time of the giving of the notice for the annual meeting and at the time of the annual meeting, (ii) be entitled to vote at the annual meeting, and (iii) have given timely written notice of the business to the Secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 60 nor more than 90 days prior to the annual meeting; except that, if the first public announcement of the date of the annual meeting is not made at least 70 days prior to the date of the meeting, notice by the shareholder will be timely if it is so received not later than the close of business on the tenth day following the day on which the first public announcement of the date of the meeting is made. A shareholder’s notice must set forth, as to each matter the shareholder proposes to bring before the annual meeting, (A) a description in reasonable detail of the business proposed to be brought before the meeting, (B) the name and address, as they appear on the Company’s books, of the shareholder proposing such business and of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class and number of shares that are owned of record and beneficially by the shareholder proposing the business and by the beneficial owner, if any, on whose behalf the proposed is made, and (D) any material interest of such shareholder or beneficial owner in such business. This Section 7(c) will not affect any rights that the shareholder may have pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to request the inclusion of proposals in the Company’s proxy statement.

     (d) At a special meeting of the shareholders, only such business as is properly brought before the meeting will be conducted. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement to that notice) given by or at the direction of the President, a Vice President, the Secretary, or an Assistant Secretary in accordance with Section 3 of this Article I (or, if notice is not timely given, by a designated representative of the person calling the meeting under Section 2 of this Article I), or (ii) brought before the meeting by the presiding officer or by or at the direction of the Board of Directors.

     (e) The determination of whether any business sought to be brought before any annual or special meeting of the shareholders is properly brought in accordance with this Section 7 will be made by the presiding officer of the meeting. If the presiding officer determines that any business is not properly brought before the

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meeting, he or she will so declare to the meeting, and the business will not be considered or acted upon.

ARTICLE II

BOARD OF DIRECTORS

     SECTION 1. NUMBER AND CLASSIFICATION. The Board of Directors will be divided into three classes consisting of not less than three directors each. The number of directors may be fixed or changed (a) by the shareholders at any meeting of shareholders called to elect directors at which a quorum is present, by the vote of the holders of shares representing 80% of the voting power in elections of directors, or (b) by the Board of Directors by the vote of a majority of the directors then in office. The terms in office of the directors in each of the classes will expire in consecutive years. At each annual election of directors, directors will be elected to the class whose term in office expires in that year and will hold office for a term of three years and until their respective successors are elected. In case of any increase in the number of directors of any class, the additional director or directors elected to that class will hold office for the remainder of the term in office of that class.

     SECTION 2. RESIGNATION; REMOVAL; VACANCIES. Any director may resign at any time by oral statement made at a meeting of the Board of Directors or in a writing delivered to the Secretary; the resignation will take effect immediately or at such other time as the director may specify. No director may be removed prior to the expiration of his term except for gross negligence or willful misconduct in the performance of his duties as a director. No reduction in the number of directors of any class, and no modification or elimination of the classification of the Board of Directors, will of itself have the effect of shortening the term of any incumbent director. In the event of any vacancy or vacancies in the Board of Directors, however caused, the directors then in office, though less than a majority of their number, fill each vacancy for the remainder of the term in office of the director whose resignation, removal, or death resulted in the vacancy.

     SECTION 3. NOMINATION OF CANDIDATES FOR ELECTION AS DIRECTORS.

     (a) At a meeting of the shareholders at which directors are to be elected, only persons properly nominated as candidates will be eligible for election as directors. Candidates may be properly nominated either (i) by the Board of Directors or (ii) by any shareholder in accordance with subsection (b) of this Section 3.

     (b) For a shareholder properly to nominate a candidate for election as a director at a meeting of the shareholders, the shareholder must (i) be a shareholder of the Company of record at the time of the giving of the notice for the meeting, (ii) be entitled to vote at the meeting in the election of directors, and (iii) have given timely written notice of the nomination to the Secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not

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less than 60 nor more than 90 days prior to the meeting; except that, if the first public announcement of the date of the meeting is not made at least 70 days prior to the date of the meeting, notice by the shareholder will be timely if it is so received not later than the close of business on the tenth day following the day on which the first public announcement of the date of the meeting is made. A shareholder’s notice must set forth, as to each candidate, all of the information about the candidate required to be disclosed in a proxy statement complying with the rules of the Securities and Exchange Commission that is used in connection with the solicitation of proxies for the election of the candidate as a director. If the officer presiding at the meeting determines that one or more of the candidates has not been nominated in accordance with these procedures, he or she will so declare at the meeting, and the candidates will not be considered or voted upon at the meeting.

     SECTION 4. ORGANIZATION MEETING. Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organizational meeting for the purpose of electing officers and transacting any other business. Notice of the organizational meeting need not be given.

     SECTION 5. REGULAR MEETINGS. Regulation meetings of the Board of Directors may be held at such times and places within or without the State of Ohio as may be provided for in bylaws or resolutions adopted by the Board of Directors and upon such notice, if any, as may be so provided. Unless otherwise indicated in the notice of a regular meeting, any business may be transacted at that regular meeting.

     SECTION 6. SPECIAL MEETINGS. Special Meetings of the Board of Directors may be held at any time within or without the State of Ohio (or through use of telephone or other communications equipment if all the directors participating in the meeting can hear each other) upon call by the Chairman of the Board, by the President, by a Vice President, or by any two directors. Written notice of the time and place of each special meeting shall be given to each director either by personal delivery or by mail, telegram, or cablegram at least two days before the meeting, which notice need not specify the purposes of the meeting. Attendance of any director at a special meeting (or participation in the meeting through use of telephone or other communications equipment) without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of the meeting, and notice of a special meeting may be waived in writing, either before or after the holding of the meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. Unless otherwise indicated in the notice of a special meeting, any business may be transacted at that meeting.

     SECTION 7. QUORUM; ADJOURNMENT. A quorum of the Board of Directors shall consist of a majority of the directors then in office; provided, that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting from time to time. If any meeting is adjourned, notice of the adjournment need not be given if the time and place to which the meeting is adjourned are fixed and announced at the meeting. At each meeting of the Board of Directors at which a quorum is present, all questions and business shall

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be determined by a majority vote of those present, except as otherwise expressly provided in these Regulations.

     SECTION 8. ACTION WITHOUT A MEETING. Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the directors, which writing or writings shall be filed with or entered upon the records of the Company.

     SECTION 9. COMMITTEES. The Board of Directors may at any time appoint from its members an Executive, Finance, or other committee or committees, consisting of such number of members, not less than three, as the Board of Directors may deem advisable together with such alternates as the Board of Directors may deem advisable to take the place of any absent member or members at any meeting of the committee. Each member and each alternative shall hold office during the pleasure of the Board of Directors. Any committee shall act only in the intervals between meetings of the Board of Directors and shall have such authority of the Board of Directors as may, from time to time, be delegated to it by the Board of Directors, except the authority to fill vacancies in the Board of Directors or in any committee of the Board of Directors. Subject to these exceptions, any person dealing with the Company shall be entitled to rely upon any act or authorization of an act by any committee to the same extent as an act or authorization of the Board of Directors. Each committee shall keep full and complete records of all meetings and actions, which shall be open to inspection by the directors. Unless otherwise ordered by the Board of Directors, any committee may prescribe its own rules for calling and holding meetings and for its own method of procedure and may act at a meeting by a majority of its members or without a meeting by a writing or writings signed by all of its members.

ARTICLE III

OFFICERS

     SECTION 1. ELECTION AND DESIGNATION OF OFFICERS. The Board of Directors shall elect a President, a Secretary, a Treasurer, and, in its discretion, may elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as it deems necessary. The Chairman of the Board and the President shall be directors, but none of the other officers need be a director. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in a more than one capacity if the instrument is required to be executed, acknowledged, or verified by two or more officers.

     SECTION 2. TERM OF OFFICE; VACANCIES. Each officer of the Company shall hold office until the next organizational meeting of the Board of Directors and until his successor is elected or until his earlier resignation, removal from office, or death. The Board of Directors may remove any officer at any time with or without cause by a majority vote of the directors then in office. Any vacancy in any office may be filled by the Board of Directors.

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     SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors, shall, unless that duty has been delegated by the Board of Directors to the President or another officer, preside at all meetings of the shareholders, and shall have such authority and shall perform such other duties as may be determined by the Board of Directors.

     SECTION 4. PRESIDENT. The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors, except for meetings at which the Chairman of the Board, if any, presides in accordance with the preceding Section. Subject to directions of the Board of Directors and to the delegation by the Board of Directors to the Chairman of the Board of specific or general executive supervision, the President shall have general executive supervision over the property, business, and affairs of the Company. He may execute all authorized deeds, mortgages, bonds, contracts, and other obligations in the name of the Company and shall have such other authority and shall perform such other duties as may be determined by the Board of Directors.

     SECTION 5. VICE PRESIDENT. Each Vice President shall have such authority and perform such duties as may be determined by the Board of Directors.

     SECTION 6. SECRETARY. The Secretary shall keep the minutes of meetings of the shareholders and of the Board of Directors. He shall keep such books as may be required by the Board of Directors, shall give notices of meetings of the shareholders and of the Board of Directors required by law, by these Regulations, or otherwise, and shall have such authority and shall perform such other duties as may be determined by the Board of Directors.

     SECTION 7. TREASURER. The Treasurer shall receive and have in charge all money, bills, notes, bonds, stocks in other corporations, and similar property belonging to the Company, and shall deal with this property as may be ordered by the Board of Directors. He shall keep accurate financial accounts and hold them open for inspection and examination by the directors and shall have such authority and shall perform such other duties as may be determined by the Board of Directors.

     SECTION 8. OTHER OFFICERS. The Assistant Secretaries, Assistant Treasurers, and other officers, if any, whom the Board of Directors may elect shall each have such authority and perform such duties as may be determined by the Board of Directors.

     SECTION 9. DELEGATION OF AUTHORITY AND DUTIES. The Board of Directors is authorized to delegate the authority and duties of any officer to any other officer and generally to control the action of the officers and to require the performance of duties in addition to those mentioned in these Regulations.

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ARTICLE IV

COMPENSATION

     SECTION 1. DIRECTORS AND MEMBERS OF COMMITTEES. Members of the Board of Directors and members of any committee of the Board of Directors shall, as such, receive such compensation, which may be either a fixed sum for attendance at each meeting of the Board of Directors or of the committee or may be stated compensation payable at intervals, or may otherwise be compensated as determined by or pursuant to authority conferred by the Board of Directors or any committee of the Board of Directors, which compensation may be in different amounts for various members of the Board of Directors or of any committee. No member of the Board of Directors shall be disqualified from being counted in the determination of a quorum or from acting at any meeting of the Board of Directors or of a committee by reason of the fact that matters affecting his own compensation as a director, member of a committee, officer, or employee are to be determined.

     SECTION 2. OFFICERS AND EMPLOYEES. The compensation of officers and employees of the Company, or the method of fixing their compensation, shall be determined by or pursuant to authority conferred by the Board of Directors or any committee of the Board of Directors. Compensation may include pension, disability, and death benefits and may be by way of fixed salary, on the basis of earnings, any combination thereof, or otherwise, as may be determined or authorized from time to time by the Board of Directors or any committee of the Board of Directors.

ARTICLE V

INDEMNIFICATION OF DIRECTORS,

OFFICERS, AND EMPLOYEES

     The Company shall indemnify, to the full extent permitted or authorized by the Ohio General Corporation Law as it may from time to time be amended, any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director, officer, or employee of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise. The Company shall pay, to the full extent permitted or authorized by the Ohio General Corporation Law, expenses, including attorneys’ fees, as they are incurred by any director or officer in defending any such action, suit, or proceeding. The indemnification and advancement of expenses provided by this Article V shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the articles of incorporation or the regulations, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of that person.

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ARTICLE VI

RECORD DATES

     For any lawful purpose, including, without limitation, the determination of the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders, the Board of Directors may fix a record date in accordance with the provisions of the Ohio General Corporation Law. The record date for the purpose of the determination of the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall continue to be the record date for all adjournments of the meeting, unless the Board of Directors or the persons who have fixed the original record date shall, subject to the limitations set forth in the Ohio General Corporation Law, fix another date and cause notice thereof and of the date to which the meeting has been adjourned to be given to shareholders of record as of the newly fixed date in accordance with the same requirements as those applying to a meeting newly called. The Board of Directors may close the share transfer books against transfers of shares during the whole or any part of the period provided for in this Article, including the date of the meeting of shareholders and the period ending with the date, if any, to which it is adjourned. If no record date is fixed therefor, the record date for determining the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall be the date next preceding the day on which notice is given, or the date next preceding the day on which the meeting is held, as the case may be.

ARTICLE VII

CERTIFICATES FOR SHARES

     SECTION 1. FORM OF CERTIFICATES AND SIGNATURES. Each holder of shares shall be entitled to one or more certificates signed by the Chairman of the Board, the President, or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer of the Company and certifying the number and class of shares held by him, but no certificate for shares shall be executed or delivered until the shares are fully paid. When a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any officer of the Company may be facsimile, engraved, stamped, or printed. Although any officer of the Company whose manual or facsimile signature is affixed to a certificate ceases to be that officer before the certificate is delivered, the certificate nevertheless shall be effective in all respects when delivered.

     SECTION 2. TRANSFER OF SHARES. Shares of the Company shall be transferrable upon the books of the Company by the holders thereof, in person or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to the assignment and power of transfer as the Company or its agents may reasonably require.

     SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen, or destroyed, and the Board of Directors may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the

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Board of Directors may require to protect the Company or any person injured by the execution and delivery of the new certificate.

     SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of the transfer agents and registrars, or any of them.

ARTICLES VIII

CORPORATE SEAL

     The Ohio General Corporation Law provides that the absence of a corporate seal from any instrument executed on behalf of the Company does not affect the validity of the instrument. If, in spite of that provision, a seal is imprinted on or attached, applied, or affixed to an instrument by embossment, engraving, stamping, printing, typing, adhesion, or other means, the impression of the seal on the instrument shall be circular in form and shall contain the name of the Company and the words “corporate seal”.

ARTICLE IX

AMENDMENTS

     These Regulations may be amended, or new Regulations may be adopted, by the shareholders at a meeting held for that purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on that proposal or without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on that proposal; except that, unless the amendment is approved and recommended by the Board of Directors, the provisions of Sections 2, 3, and 7 of Article I, Sections 1, 2, and 3 of Article II, Article V, and this Article IX may not be amended without the affirmative vote or written consent of the holders of shares entitling them to exercise 80% of the voting power of the Company. If the Regulations are amended or new Regulations are adopted without a meeting of the shareholders, the Secretary of the Company shall mail a copy of the amendment or the new Regulations to each shareholder who would have been entitled to vote thereon and did not participate in the adoption thereof.

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EX-10.B.1

EXHIBIT 10-b-1

NORDSON CORPORATION

2005 DEFERRED COMPENSATION PLAN

Effective January 1, 2005

TABLE OF CONTENTS

	Page
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

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Termination of Employment in 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

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publicly announces an intent to commence a tender offer or exchange offer the consummation of which would result in the Person becoming the Beneficial Owner of 20% or more of the Common Shares then outstanding (provided, however, that, for purposes of determining whether Eric T. Nord or Evan W. Nord, together with each of their Affiliates or Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Walter G. Nord trust, by the Nord Family Foundation (or any successor to the Nord Family Foundation), and by the Eric and Jane Nord Foundation shall be excluded; for purposes of determining whether the Walter G. Nord Trust, the Nord Family Foundation (or any successor), or the Eric and Jane Nord Foundation, together with each of their Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by Eric T. Nord and by Evan W. Nord shall be excluded; for purposes of determining whether the Nord Family Foundation (or any successor), together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Eric and Jane Nord Foundation will be excluded; and, for purposes of determining whether the Eric and Jane Nord Foundation, together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then outstanding, the Common Shares then held by the Nord Family Foundation (or any successor) will be excluded. For purposes of this Section 1.9, 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

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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 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.

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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:

	Maximum
Deferral	Percentage
Base Salary		100	%
Bonus		100	%

(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 Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

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(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.

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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 accordance with Section 3.3(a) or 3.3(b) and this Section 3.9(a) to allocate any

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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 Nordson Stock Measurement Fund account in the form of additional Stock

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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 own discretion, decides to invest funds in any or all of the Measurement Funds, no

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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, 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

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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 Article. Moreover, any Short-Term Payout shall be adjusted to take into account any contribution under Section 3.5 above.

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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 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:

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(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 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

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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.

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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.

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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.

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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.

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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:

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(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.

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.

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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.
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,

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	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:

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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

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	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.

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

NORDSON CORPORATION

Nordson Corporation, an Ohio corporation

By:

Title:

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EX-10.E.2

Exhibit 10-e-2

NORDSON CORPORATION
2005 EXCESS DEFINED BENEFIT PENSION PLAN

          Nordson Corporation hereby establishes, effective as of January 1, 2005, the Nordson Corporation 2005 Excess Defined Benefit Pension Plan (“Plan”) to supplement the pension benefits of certain salaried employees designated by the Compensation Committee of the Board of Directors or its designee eligible to participate in the Plan in accordance with the terms hereof, as permitted by Section 3(36) of the Employee Retirement Income Security Act of 1974 (“ERISA”), with respect to compensation earned for services performed by such employees for the Company or vested after December 31, 2004. The Nordson Corporation Excess Defined Benefit Pension Plan established effective as of November 1, 1985 (the “1985 Plan”) supplements the pension benefits of such employees with respect to compensation earned for services performed for the Company and vested before January 1, 2005. No provisions of this Plan shall alter, affect, or amend any provisions of the 1985 Plan applicable to compensation earned, deferred, and vested on or before December 31, 2004.

ARTICLE I
DEFINITIONS

          1.1 Definitions. The following words and phrases shall have the meanings indicated, unless a different meaning is plainly required by the context:

          (a) The term “Beneficiary” shall mean an Employee’s beneficiary or contingent annuitant.

          (b) The term “Company” shall mean Nordson Corporation, an Ohio corporation, its corporate successors and the surviving corporation resulting from any merger of Nordson Corporation with any other corporation or corporations.

          (c) The term “Employee” shall mean any person employed by the Company on a salaried basis who is designated by the Compensation Committee of the Board of Directors or its designee to participate in the Plan and who has not waived participation in the Plan.

          (d) The term “Plan” shall mean the excess defined benefit pension plan as set forth herein, together with all amendments hereto, which Plan shall be called the “Nordson Corporation 2005 Excess Defined Benefit Pension Plan.”

          (e) The term “Salaried Pension Plan” shall mean the Nordson Corporation Salaried Employees Pension Plan in effect on the date of an employee’s retirement, death, or other termination of employment.

          (f) The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

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          1.2 Additional Definitions. All other words and phrases used herein shall have the meanings given them in the Salaried Pension Plan, unless a different meaning is clearly required by the context.

ARTICLE II
EXCESS PENSION BENEFIT

          2.1 Eligibility. An Employee who retires, dies, or otherwise terminates his employment with the Company under conditions which make such Employee or Beneficiary eligible for a benefit under the Salaried Pension Plan, and whose benefits under the Salaried Pension Plan are limited by Section 415 or Section 401(a)(17) of the Code shall be eligible for an excess pension benefit determined by Section 2.2.

          2.2 Amount. Subject to the provisions of Article III, the monthly excess pension benefit payable to an Employee or Beneficiary shall be such an amount which, when added to the sum of the monthly pension payable (before any reduction applicable to an optional method of payment) under the Salaried Pension Plan to such person plus the monthly benefit payable under the 1985 Plan to such person, equals the monthly pension benefit that would have been payable (before any reduction applicable to an optional method of payment) under the Salaried Pension Plan to such person if the limitations of Section 415 and Section 401(a)(17) of the Code were not in effect.

          2.3 Payments. All payments under the Plan to an Employee or Beneficiary shall be made by the Company from its general assets. The terms of payment of the excess pension benefit shall be identical to those specified in the Salaried Pension Plan for the type of benefit the Employee or Beneficiary receives under the Salaried Pension Plan; provided, however, that the payment of a benefit under the Plan 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 of service from the Company, except in the event of death.

ARTICLE III
OPTIONAL METHODS OF PAYMENT

          Payment of the excess pension benefit to an Employee or Beneficiary shall be made in accordance with the terms and provisions of any method of payment under the Salaried Pension Plan whether by option or by operation of law, applicable to such Employee or Beneficiary, or in a lump sum payment. The amount of the excess pension benefit payable to an Employee or Beneficiary shall be reduced to reflect any such optional method of payment. In making the determination and reductions provided for in this Article III, the Company may rely upon calculations made by the independent actuaries for the Salaried Pension Plan, who shall apply the assumptions then in use in connection with the Salaried Pension Plan.

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ARTICLE IV
ADMINISTRATION

          The Company shall be responsible for the general administration of the Plan, for carrying out its provisions, and for making any required excess benefit payments. The Company shall have any powers as may be necessary to administer and carry out the provisions of the Plan. Actions taken and decisions made by the Company shall be final and binding upon all interested parties. In accordance with the provisions of Section 503 of ERISA, the Company shall provide a procedure for handling claims of Employees and Beneficiary for benefits under the Plan. The procedure shall be in accordance with regulations issued by the Secretary of Labor and provide adequate written notice within a reasonable period of time with respect to a claim denial. The procedure shall also provide for a reasonable opportunity for a full and fair review by the Company of any claim denial. The Company shall be the “administrator” for purposes of ERISA.

ARTICLE V
AMENDMENT AND TERMINATION

          The Company reserves the right to amend or terminate the Plan at any time by action of its Board of Directors. No such action shall, however, adversely affect any Employee or Beneficiary who is receiving excess pension benefits under the Plan, unless an equivalent benefit is provided under the Salaried Pension Plan or another plan sponsored by the Company. 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.

ARTICLE VI
MISCELLANEOUS

          6.1 Non-Alienation of Retirement Rights or Benefits. Employees or Beneficiaries are not permitted to assign, transfer, alienate or otherwise encumber the right to receive payments under the Plan. Any attempt to do so or to permit the payments to be subject to garnishment, attachment or levy of any kind will permit the Company to make payments directly to and for the benefit of the Employee, Beneficiary or any other person. Each such payment may be made without the intervention of a guardian. The receipt of the payee shall constitute a complete acquittance to the Company with respect to any payments, and the Company shall have no responsibility for the proper application of any payment.

          6.2 Incapacity. The Company shall be permitted to make payments in the same manner as provided for in Section 6.1 if in the judgment of the Company, an Employee or Beneficiary is incapable of attending to his financial affairs.

          6.3 Plan Non-Contractual. This Plan shall not be construed as a commitment or agreement on the part of any person employed by the Company to continue his employment

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with the Company, nor shall it be construed as a commitment on the part of the Company to continue the employment or the annual rate of compensation of any such person for any period. All Employees shall remain subject to discharge to the same extent as if the Plan had never been established.

          6.4 Interest of Employee. The obligation of the Company under the Plan to provide an Employee or Beneficiary with an excess pension benefit merely constitutes the unsecured promise of the Company to make payments as provided herein, and no person shall have any interest in, or a lien or prior claim upon, any property of the Company.

          6.5 Controlling Status. No Employee or Beneficiary shall be eligible for a benefit under the Plan unless such Employee is an Employee on the date of his retirement, death, or other termination of employment.

          6.6 Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any person, firm or corporation any legal or equitable right as against the Company, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.

          6.7 No Competition. The right of any Employee or Beneficiary to an excess pension benefit will be terminated, or, if payment thereof has begun, all further payments will be discontinued and forfeited in the event the Employee or Beneficiary at any time subsequent to the effective date hereof:

          (i) wrongfully discloses any secret process or trade secret of the Company or any of its subsidiaries, or

(ii) becomes involved directly or indirectly as an officer, trustee, employee, consultant, partner, or substantial shareholder, on his own account or in any other capacity, in a business venture that within the two-year period following his retirement or termination of employment of the Employee, the Company’s Board of Directors determines to be competitive with the Company.

          6.8 Severability. The invalidity or unenforceability of any particular provision of the Plan shall not effect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted therefrom.

          6.9 Governing Law. The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio.

          6.10 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.

          6.11 Compliance with Section 409A of the Code. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code, for compensation earned, vested, or deferred after December 31, 2004.

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Notwithstanding any provisions of the Plan to the contrary, no benefit shall be paid under the Plan in a manner that would result in the taxation of any amount under Section 409A of the Code.

ARTICLE VII
SPECIAL CONTINGENT SUPPLEMENT

          7.1 Eligibility. Each Employee who has in effect a written employment agreement with the Company with provisions designed to become effective upon a change in control shall be eligible for a Special Contingent Supplemental Benefit (“SCSB”), provided that on the date any change in control occurs under the terms of such employment agreement the Employee has completed 10 years of Vesting Service with the Company and attained age 55.

          7.2 Amount and Payment. The SCSB shall be payable to the eligible Employee for each month after the date of his retirement or other termination of employment following a change in control entitling him to benefits under an employment agreement and during his lifetime in which the Company (including any of its successors) fails to provide such Employee with coverage under a program of medical benefit coverage substantially the same as that in effect with respect to retired employees of the Company or its successors immediately prior to the change in control.

     The amount of each monthly SCSB benefit payment shall be $750.

     EXECUTED this _____________ day of _________________, 2004.

NORDSON CORPORATION

By:

Title:

5

EX-10.F

Exhibit 10-f

[Nordson Corporation Letterhead]                      April 7, 1988

CONFIDENTIAL

Mr. Edward P. Campbell
1700 Queen Anne’s Gate
Westlake, Ohio 44145

Dear Ed:

I am pleased to confirm my offer to you for the position of Vice President, Corporate Development for Nordson Corporation. In this key position, you will report directly to me. Your initial compensation and benefit package will be as follows:

COMPENSATION

BASE SALARY

Your initial base salary will be ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) PER YEAR. Your Base Salary will be reviewed on November 1, 1988 and yearly thereafter, coinciding with an annual performance review.

BONUS — A target bonus of fifty-five percent (55%) of Base Salary has been established for your position under the Nordson Executive Incentive Bonus Plan. As we discussed should you accept this offer, you will be guaranteed the amount of the target Bonus for Fiscal Year 1988, which ends October 30, 1988, prorated for the part of Fiscal Year 1988 in which you are employed by Nordson. As with all bonuses paid under the Plan, payment will be made in cash not later than the first payroll date in January following the end of a Fiscal Year.

STOCK

In our discussions, I have stressed the goals for the Corporation. Achievement of these goals enhances the value of Nordson Common Stock. Your participation as a member of my team allows you to contribute to the achievement of these goals and share in the increased value of our stock as a reward for your efforts.

RESTRICTED STOCK

You will be granted 3,000 shares of Restricted Nordson Common Stock when you commence your employment. Upon expiration of a three-year restriction period, you will have full right, title and interest in the Stock provided you are still an active Nordson employee. Under the Restricted Stock Plan, you relinquish right, title and interest in the Stock if your employment terminates prior to the expiration of the restriction period.

INCENTIVE STOCK OPTIONS — Effective on your first day of employment, you will be entitled to an Incentive Stock Option on 3,000 shares of Nordson Common Stock. The option price will be established on your first day of employment in accordance with the Incentive Stock Option Plan.

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The Stock Options have a ten-year exercise period and will become exercisable in cumulative installments of 25% per year beginning one year after the effective date.

NON-QUALIFIED STOCK OPTIONS — Effective on your first day of employment, you will be entitled to a Non-qualified Stock Option on 4,000 shares of Nordson Common Stock. The option price will be established on your first day of employment in accordance with the terms of the Plan. The options will become exercisable in cumulative installments of 25% per year beginning one year after the effective date and will expire ten years after the effective date.

CAR ALLOWANCE

You will be entitled to an Executive Automobile Allowance in the amount of Eight Thousand Dollars ($8,000) per year, payable in quarterly installments.

PENSION PLAN

You will be a participant in the Nordson Corporation Salaried Employees’ Pension Plan. Your pension benefit will be equal to the benefit you quality for under this Pension Plan described in the attached booklet, but modified by the following in view of your prior service with The Standard Oil Company/BP America.

1.	Your prior service with The Standard Oil Company/BP America will be recognized in determining vesting and the amount of your pension benefit.
2.	Your “Final Average Pay” will be determined as the average of your monthly compensation during your 36 consecutive highest-paid months (instead of 60).
3.	You will be eligible for a full pension benefit at age 60 instead of age 65. You will be eligible for early retirement at age 55 with a reduction of 5% per year for each year that actual retirement occurs prior to age 60.
4.	If your employment with Nordson terminates for any reason other than disability or death prior to retirement at age 55, your pension benefit will be equal to the benefit you would have received if you had remained employed by The Standard Oil Company/BP America calculated using your total years of service at The Standard Oil Company/BP America and Nordson.
5.	The benefit you qualify for under the Nordson Pension Plan will be reduced by any pension benefit payment you receive from The Standard Oil Company/BP America.

OTHER BENEFITS

You will be entitled to Nordson Corporation’s benefit package normally offered to executive at the Vice President level. They include the following:

Medical, Dental and Life Insurance Plans

Disability Income (Long-term disability coverage will commence upon your first day of employment. We are waiving the customary waiting period for this benefit.)

Employee Stock Ownership Plan and Stock Purchase Plan

Nordson Employees’ Savings Trust Plan (401K)

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Four weeks annual paid vacation

Officers Deferred Compensation Plan

Supplemental Executive Retirement Plan

This offer is contingent upon your completion of a physical examination and the signing of Nordson Corporation’s Employee Agreement. We have enclosed a copy of the Employee Agreement for your review. If you have any questions concerning this Agreement, please feel free to discuss them with me. This Agreement is to be signed in the presence of a member of the Human Resource Department on the first day of your employment. It will also be necessary for you to complete the enclosed Nordson Employee Application and bring it with you on your first day of work.

On behalf of Nordson Corporation, I want you to know I feel you can contribute significantly towards the growth and success of the Company. We believe that you will find the position of Vice President, Corporate Development stimulating, challenging and rewarding.

Sincerely.

/s/ W. P. Madar      W. P. Madar

WPM:
Enclosures

EX-10.H

Exhibit 10-h

NORDSON CORPORATION
ASSURANCE TRUST

          THIS TRUST AGREEMENT, made as of the 11^th day of December, 1998 is between Nordson Corporation, an Ohio corporation (“Nordson”), and [      ] (the “Trustee”).

          WHEREAS, Nordson is obligated to provide certain supplemental pension benefits to certain of its employees and to provide benefits pursuant to certain other deferred compensation and executive compensation arrangements, including agreements with certain of its executives under which those executives may become entitled to payments and benefits after a change in control of Nordson;

          WHEREAS, Nordson desires to establish a trust (the “Trust”) and to contribute to the Trust assets that shall be held therein and that shall be subject to the claims of the creditors of Nordson in the event that Nordson becomes Insolvent (as defined in Section 5.1 below), until distributed as provided herein or returned to Nordson; and

          WHEREAS, it is the intention of the parties that the Trust shall constitute an unfunded arrangement for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended;

          NOW, THEREFORE, Nordson and the Trustee do hereby establish the Trust and agree that the Trust shall be comprised, held, and disposed of as follows:

          Article 1. Establishment of Trust

          1.1 Nordson hereby deposits with the Trustee in trust $100, which shall become the principal of the Trust to be held, administered, and disposed of by the Trustee as provided in this Trust Agreement.

          1.2 The Trust hereby established may be revoked by Nordson at any time before the occurrence of the first to occur of (a) a Funding Event (as defined in Section 15.6) and (b) a Change of Control (as defined in Section 15.3). If any Funding Event occurs, the Trust hereby established may not be revoked by Nordson until both that particular Funding Event and any other Funding Event that may have also occurred have been “terminated” (as defined in Section 15.7) and the Trust then may be revoked by Nordson if and only if no Change of Control has then occurred. Upon the occurrence of a Change of Control, the Trust hereby established shall become irrevocable. Nordson’s General Counsel shall notify the Trustee promptly upon the occurrence of any Funding Event and of any Change of Control.

          1.3 The Trust is intended to be a grantor trust, of which Nordson is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code, and shall be construed accordingly.

          1.4 The principal of the Trust and any earnings thereon shall be held separate and apart from other funds of Nordson and shall be used exclusively for the uses and purposes herein set forth. No employee of Nordson shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under any Covered Plan or

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under this Trust Agreement shall be mere unsecured contractual rights against Nordson. Any assets held by the Trust will be subject to the claims of general creditors of Nordson under federal and state law in the event Nordson becomes Insolvent.

          Article 2. Additional Funding

          2.1 Nordson, in its sole discretion, may at any time, or from time to time, make or cause to be made, directly or indirectly, additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered, and disposed of by the Trustee as provided in this Trust Agreement.

          2.2 If a Funding Event occurs, Nordson shall, as soon as practicable and in no event later than the day before the occurrence of any Change of Control related to that Funding Event, contribute to the Trust an amount equal to the excess, if any, of the Full Funding Amount (as defined in Section 15.5) over the sum of the value of the assets in the Trust (the “Current Trust Asset Value”) immediately prior to the contribution.

          2.3 Immediately upon the occurrence of the first Change of Control to occur after the execution of this Trust Agreement and thereafter on each and every anniversary of that Change of Control, Nordson shall contribute to the Trust an amount equal to the excess, if any, of the Full Funding Amount over the Current Trust Asset Value immediately prior to the contribution.

          2.4 Any contribution made under this Article 2 shall be subject to withdrawal by Nordson only as provided in Article 3, dealing with discretionary withdrawals.

          Article 3. Discretionary Withdrawals

          3.1 Nordson, in its sole discretion, at any time before the occurrence of the first to occur of a Funding Event or a Change of Control, may withdraw assets from the Trust provided that no such withdrawal shall reduce the Current Trust Asset Value, immediately after the withdrawal, to an amount below $100.

          3.2 Nordson shall not be entitled to make any discretionary withdrawal of assets from the Trust, after any Funding Event has occurred, until both that particular Funding Event and any other Funding Event that may have also occurred have been terminated and Nordson may then make such a discretionary withdrawal only if no Change of Control has then occurred. No discretionary withdrawal under this Section 3.2 shall reduce the Current Trust Asset Value, immediately after the withdrawal, to an amount below $100.

          3.3 After a Change of Control has occurred, Nordson may not make any discretionary withdrawal from the Trust. Nothing in this Article 3 shall restrict the right of Nordson to receive a reversion of excess assets under Article 6.

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          Article 4. Payments to Participants

          4.1 Not later than 120 days after the occurrence of a Funding Event and again not later than 10 days following the occurrence of a Change of Control, Nordson shall deliver to the Trustee a schedule (the “Payment Schedule”) that lists the names and addresses of all Participants and indicates the amounts payable and to become payable to each Participant and/or provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable and that indicates the form in which such amounts are to be paid, as provided for or available under each Covered Plan, and the time of commencement for payment of such amounts. At the same time as Nordson delivers the Payment Schedule to the Trustee, Nordson shall deliver to each Participant that portion of the Payment Schedule that pertains to amounts that may become payable to that particular Participant. After the occurrence of a Change of Control, Nordson shall update the Payment Schedule, provide revised versions thereof to the Trustee, and provide the relevant portions thereof to each Participant from time to time and at such times so that each termination of the employment of any Participant (or the occurrence of any other fact or circumstance that alters the payments due or to become due to any Participant under any of the Covered Plans) is taken into account in a current revised Payment Schedule that has been appropriately delivered to the Trustee and to each Participant (to the extent relevant to each such Participant) not later than ten days after its occurrence. Except as otherwise provided herein, the Trustee shall make payments to the Participants in accordance with the Payment Schedule as it may be revised from time to time. The Trustee shall make provision for the reporting and withholding of any federal, state, or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of each Covered Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld, and paid by Nordson.

          4.2 Except as otherwise specifically provided herein, the entitlement of a Participant to payments from Nordson under a particular Covered Plan shall be determined under the terms of the particular Covered Plan at issue. It is Nordson’s intention that any and all amounts that may become payable to Participants under the Covered Plans will be paid to the Participants at the times and in the amounts specified in the relevant Covered Plan.

          4.3 In order to provide added assurances to the Participants that the amounts to which they may be entitled under the Covered Plans will be calculated in good faith and paid promptly at the times and in the amounts specified in the respective Covered Plans, the following procedure shall be followed:

          (a) If, concurrently with or after the occurrence of a Change of Control, Nordson delivers to the Trustee a Payment Schedule indicating that a Participant is entitled to payments under a Covered Plan, the Trustee shall promptly thereafter deliver a copy of the relevant portion of the Payment Schedule to the Participant and shall make the payments so indicated in the Payment Schedule.

          (b) If, after the occurrence of a Change of Control, a Participant (either because no Payment Schedule has been delivered to the Trustee or because the Participant believes that the amounts specified in the Payment Schedule are incorrect) delivers written notice (a “Participant Payment Notice”) to the Trustee that the Participant is entitled to payments under a Covered Plan

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and requesting that the Trustee make payments to the Participant pursuant to that Covered Plan, the Trustee shall promptly deliver a copy of the Participant Payment Notice to Nordson and thereafter:

(i) if Nordson has not, within ten business days of the delivery of the Participant Payment Notice to the Trustee, delivered to the Trustee a notice (a “Nordson Stop Payment Notice”) in which Nordson asserts that the Participant is not entitled to the payments set forth in the Participant Payment Notice, the Trustee shall make the payments set forth in the Participant Payment Notice, or, alternatively,

(ii) if Nordson has, within ten business days of the delivery of the Participant Payment Notice to the Trustee, delivered to the Trustee a Nordson Stop Payment Notice, the disparity between the Participant Payment Notice and the Nordson Stop Payment Notice shall be resolved as provided in Section 4.4 below and any payments or portions thereof that are not in dispute shall be paid by the Trustee as and when due to the Participant.

          4.4 If the Trustee has received both a Participant Payment Notice and a Nordson Stop Payment Notice with regard to the same Covered Plan:

          (a) the Trustee shall engage the Accounting Firm (as defined in Section 15.1), at Nordson’s expense, to determine what payments the Participant is entitled to under the particular Covered Plan, which determination shall be made by the Accounting Firm as promptly as practicable but in all events within 30 days of the engagement of the Accounting Firm by the Trustee,

          (b) Nordson shall cooperate with the Accounting Firm and provide to it all information that is available to Nordson and is required by the Accounting Firm to make the determination referred to in (a) above within the time frame set forth therein, and

          (c) unless and until ordered to do otherwise by an award of arbitrators following arbitration proceedings instituted pursuant to Section 4.5 below, the Trustee shall make payments to the Participant in the amount or amounts and at the time or times determined by the Accounting Firm.

          4.5 In the event of any dispute between a Participant and Nordson with respect to whether the Participant is entitled to payments (or the amounts thereof) under a Covered Plan and/or to payment thereof from the assets of the Trust, either party (Nordson or the Participant) may deliver to the other a demand for binding arbitration. If either party delivers any such demand to the other, the dispute shall be determined by binding arbitration conducted in Cleveland, Ohio according to the Commercial Arbitration Rules of the American Arbitration Association. In any such arbitration the arbitrators may consider, with such weight as they may deem appropriate, any determination by the Accounting Firm that may have been made as provided in Section 4.4 above. The award of the arbitrators will be final and binding and judgment on the award may be entered in any court having jurisdiction over the subject matter and the parties.

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          4.6 In order to discourage Nordson from disputing, otherwise than in good faith, any amounts properly due to a Participant, the costs and expenses related to any arbitration proceeding referred to in Section 4.5 shall be borne as provided in this Section 4.6. Nordson shall bear the cost of its own attorneys and other representatives and all of the fees and expenses of the arbitrators and the arbitration proceedings. The reasonable fees and expenses of the Participant’s attorneys relating to the subject matter of the arbitration shall be paid by Nordson unless and to the extent the arbitrators determine (which determination shall be final and binding upon the parties) that the positions advanced by the Participant in any such arbitration have no reasonable basis (which determination need not be made simply because the arbitrators decide against the Participant on any or all substantive points). If Nordson fails to pay any of the costs and expenses related to any arbitration as specified in this Section 4.6, the Trustee shall pay such amounts from the assets of the Trust.

          4.7 Nordson may make payments under any Covered Plan directly to or on behalf of a Participant as they become due under the terms of the Covered Plan. If Nordson makes any such payment it shall notify the Trustee of its decision to make such payments directly prior to the time amounts are payable to or on behalf of the Participant. In addition, if the principal of the Trust and any earnings thereon are not sufficient to make any payments that are due and payable under any Covered Plan in accordance with its terms, Nordson shall make the balance of each such payment as it falls due. The Trustee shall notify Nordson whenever principal and earnings are not sufficient.

          4.8 When making any payment to a Participant under a Covered Plan that is overdue, the Trustee shall increase the amount of the payment to include interest on the overdue payment from the date due to the date of the distribution calculated on a daily basis, compounded as of the end of each calendar month, and using as the interest rate for each calendar month or part thereof during the period with respect to which interest is due the prime lending rate published by KeyBank National Association or its successor and in effect on the first day of that calendar month.

          4.9 Whenever a payment under a Covered Plan with respect to a participant is payable to a beneficiary of the Participant rather than to the Participant, the beneficiary shall be entitled to all of the rights of the Participant under all of the provisions of this Trust Agreement with respect to that payment.

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          Article 5. Trustee Responsibility when Nordson Is Insolvent

          5.1 The Trustee shall cease payments to Participants from the Trust if Nordson is Insolvent. Nordson shall be considered “Insolvent” for purposes of this Trust Agreement if (a) it is unable to pay its debts as they become due, or (b) it is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. In determining whether Nordson is Insolvent for purposes of this Trust Agreement, the Trustee may engage the service of legal, accounting, financial and other advisors, which may be advisors to Nordson, to assist it in the determination. Nordson agrees to cooperate fully with any reasonable inquiry of the Trustee or such advisors in making the determination of Nordson’s Insolvency. During the determination of Nordson’s Insolvency, the Trustee may, in its discretion, suspend any transfer or distribution of assets. To the extent that the Trustee engages the services of an advisor, the Trustee may rely, without further inquiry, on the written determination of that advisor as to the solvency or Insolvency of Nordson. All costs reasonably incurred by the Trustee in making the determination of Nordson’s Insolvency shall be reimbursed to the Trustee by Nordson, and if not so reimbursed, shall be chargeable against the Trust.

          5.2 At all times during the continuance of the Trust, the principal and income of the Trust shall be subject to claims of general creditors of Nordson under federal and state law as set forth below.

     (a) The Board of Directors and the Chief Executive Officer of Nordson shall have the duty to inform the Trustee in writing of Nordson’s Insolvency. If a person claiming to be a creditor of Nordson alleges in writing to the Trustee that Nordson has become Insolvent, the Trustee shall determine whether Nordson is Insolvent and, pending such determination, the Trustee shall not transfer any Trust assets to any other party.

     (b) Unless the Trustee has actual knowledge of Nordson’s Insolvency, or has received notice from Nordson or a person claiming to be a creditor alleging that Nordson is Insolvent, the Trustee shall have no duty to inquire whether Nordson is Insolvent. The Trustee may in all events rely on such evidence concerning Nordson’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning Nordson’s solvency.

     (c) If at any time the Trustee has determined that Nordson is Insolvent, the Trustee shall hold the assets of the Trust for the benefit of the general creditors of Nordson. Nothing in this Trust Agreement shall in any way diminish any rights of Participants to pursue their rights as general creditors of Nordson.

     (d) The Trustee shall resume the making of payments to Participants in accordance with Section 4 of this Trust Agreement only after the Trustee has determined that Nordson is not Insolvent (or is not any longer Insolvent).

          5.3 Provided that there are sufficient assets, if the Trustee discontinues payments under the Covered Plans from the Trust pursuant to Section 5.2 hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate

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amount of all payments due to Participants under the terms of the Covered Plans for the period of such discontinuance, less the aggregate amount of any payments made to the Participants by Nordson in lieu of the payments provided for hereunder during any such period of discontinuance.

          Article 6. Reversion of Excess Assets

          From time to time after the third anniversary of the first Change of Control occurring after the execution of this Trust Agreement, if and when requested by Nordson to do so, the Trustee shall engage the services of the Accounting Firm, at the expense of Nordson, to determine the Aggregate Plan Liability (as defined in Section 15.2). If the Current Trust Asset Value at the time of the calculation exceeds 150% of the dollar amount of the Aggregate Plan Liability and the Trustee is requested to do so by Nordson, the Trustee shall pay the amount of any such excess over 150% to Nordson. The Trustee shall determine, in its sole discretion, how the funds necessary to make any such payment are to be raised from Trust assets.

          Article 7. Payments to Nordson

          Except as provided in Article 3 or in Article 6, Nordson shall not have any right or power to direct the Trustee to return to Nordson or to divert to others any of the Trust assets before all payments that may become payable to any and all Participants under the Covered Plans (as defined in Section 15.4) have been made to Participants. At such point in time as no further payments are payable or may become payable in the future to or with respect to any Participant under any Covered Plan, the remaining assets of the Trust shall be paid to Nordson.

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          Article 8. Investment Authority

          8.1 The Trustee shall invest and reinvest the trust property, including any income accumulated and added to principal, only in (a) annuity or life insurance contracts that either have been contributed to the trust property by Nordson or are issued by one or more insurance companies that are rated at least A++ by Best Life Insurance Reports; (b) interest-bearing deposit accounts or certificates issued or offered by any one or more Federal Deposit Insurance Corporation insured financial institutions having in each case a high credit rating and a capital and surplus of at least $1,000,000,000 in the aggregate; (c) direct obligations of the United States of America, or obligations the payment of which is guaranteed, as to both principal and interest, by the government or an agency of the government of the United States of America; (d) readily marketable debt securities listed on a United States national securities exchange (other than securities of Nordson) that are rated at least “investment grade” by one or more nationally recognized rating agencies; or (e) shares or other units of participation in any mutual fund, investment trust, or common trust fund maintained by the Trustee, which are invested exclusively or predominantly in assets described in the foregoing clauses (a) through (d) of this Section 8.1. In no event may the Trustee invest in securities (including stock or the right to acquire stock) or obligations issued by Nordson, other than a de minimis amount held in common investment vehicles in which the Trustee invests. All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee. The Trustee shall not be liable to any Participant for any insufficiency of the Trust property to discharge all benefits due the same under the Covered Plans; rather, the liability for all such benefits shall be and remain the primary and ultimate responsibility of Nordson.

          8.2 The Trustee is empowered to register securities, and to take and hold title to other property, in the name of the Trustee or in the name of a nominee without disclosing the Trust. Securities also may be held in bearer form and may be held in bulk with certificates of the same class and issuer which are assets of other fiduciary accounts. The Trustee shall be responsible for any wrongful acts of any nominee of the Trustee.

          8.3 The Trustee is empowered to take all actions necessary or advisable in order to collect any life insurance, annuity, or other benefits or payments of which the Trustee is the designated beneficiary.

          8.4 Nordson may maintain in force all life insurance policies held in the Trust by paying premiums and other charges due thereon. If any such premiums or other charges are not paid directly by Nordson, the Trustee shall, to the extent it has cash or its equivalent readily available for the payment of premiums due or policy loans and/or dividends are available for such purpose, pay premiums due with such cash or its equivalent or policy loans and/or dividends, as the Trustee may deem best; but if the Trustee does not have sufficient cash or its equivalent readily available and policy loans and dividends are not available, then the Trustee shall dispose of or otherwise use other assets held by it in the Trust to generate the necessary cash or, if no such other assets are available, the Trustee may surrender one or more of the life insurance policies in order to generate cash with which to pay premiums on one or more of the other life insurance policies. The Trustee shall have no liability to Nordson or any other person if, as a result of an insufficiency of cash or its equivalent, policy loans and dividends, and assets that can be disposed of or otherwise used to generate cash, the Trustee is unable to pay premiums

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as they become due.

          8.5 The Trustee shall be named sole owner and beneficiary of each life insurance policy held in the Trust and shall have full authority and power to exercise all rights of ownership relating to the policy, except that the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

          8.6 The Trustee shall have the power to acquire additional life insurance coverage on Participants through application for new life insurance. Prior to a Change in Control, the Trustee shall acquire any additional life insurance from the agent or agents designated by Nordson. After a Change in Control, the Trustee may acquire any additional life insurance from any agent or agents that it, in its sole discretion, deems appropriate.

          Article 9. Accounting by Trustee

          The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and other transactions required to be made, including such specific records as shall be agreed upon in writing between Nordson and the Trustee. All such accounts, books, and records shall be open to inspection and audit at all reasonable times by Nordson. Within 60 days following the close of each calendar year and within 60 days after the removal or resignation of the Trustee, the Trustee shall deliver to Nordson a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements, and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales, and showing all cash, securities, and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

          Article 10. Calculations of Current Trust Asset Value and Aggregate Plan Liability

          10.1 Any determination of the Current Trust Asset Value that is to be made before the occurrence of any Change of Control shall be made by Nordson. After the occurrence of a Change of Control, all determinations of the Current Trust Asset Value shall be made by the Trustee and may be based on the determination of one or more qualified independent appraisers, consultants, or other experts retained by the Trustee for that purpose.

          10.2 Any determination of the Aggregate Plan Liability that is to be made before the occurrence of any Change of Control shall be made by Nordson. After the occurrence of a Change of Control, all determinations of the Aggregate Plan Liability (as defined in Section 15.2) shall be made by the Trustee and may be based on the determination of one or more qualified independent actuaries, consultants, or other experts retained by the Trustee for that purpose. All such determinations shall be based on the terms of the Covered Plans and the actuarial assumptions and methodology set forth in Exhibit B.

          10.3 Nordson shall pay all costs incurred in determining from time to time the Current

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Trust Asset Value and/or the Aggregate Plan Liability. If not so paid, these costs shall be paid from the Trust. Nordson shall reimburse the Trust within 30 days after receipt of a bill from the Trustee for any such costs paid out of the Trust.

          Article 11. Responsibility of Trustee

          11.1 The Trustee shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request, or approval that is contemplated by, and in conformity with, the terms of the Trust and is given in writing by Nordson prior to the occurrence of any Change of Control. In the event of a dispute between Nordson and any other party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.

          11.2 If the Trustee undertakes or defends any litigation arising in connection with the Trust, Nordson agrees to indemnify the Trustee against the Trustee’s costs, expenses, and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If such costs, expenses, and liabilities are not paid by Nordson in a reasonably timely manner, the Trustee may obtain payment from the Trust. Nordson shall reimburse the Trust within 30 days after receipt of a bill from the Trustee for any such costs, expenses, and liabilities paid out of the Trust.

          11.3 The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of its duties or obligations hereunder.

          11.4 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants, or other professionals to assist it in performing any of its duties or obligations hereunder, including, without limitation, to assist it in enforcing against Nordson any of the obligations of Nordson under this Trust Agreement.

          11.5 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein.

          11.6 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

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          Article 12. Compensation and Expenses of Trustee

          The Trustee shall be entitled to receive reasonable compensation for its services in accordance with its published fee schedule as in effect from time to time. The Trustee shall be entitled to receive its reasonable expenses incurred with respect to the administration of the Trust, including fees incurred by the Trustee pursuant to Sections 11.3 and 11.4 of this Trust Agreement. Such compensation and expenses shall be payable by Nordson. If not so paid, the fees and expenses shall be paid from the Trust. Nordson shall reimburse the Trust within 30 days after receipt of a bill from the Trustee for any such fees or expenses paid out of the Trust.

          Article 13. Tenure and Succession of Trustee

          13.1 Nordson may remove any trustee from time to time serving under this Trust Agreement at any time upon giving 60 days written notice to such trustee, and each trustee from time to time serving under this instrument shall have the right to resign by delivering a written notice of resignation to Nordson, except that: (a) Nordson shall not have any power to remove the Trustee at any time after a Change of Control, and (b) no such removal or resignation shall become effective until the acceptance of the trust by a successor trustee designated in accordance with Section 13.2.

          13.2 If [           ], or any successor to it designated in accordance with this Section 13.2, for any reason shall decline, cease, or otherwise fail to serve as trustee, the vacancy in the trusteeship shall be filled by such bank or trust company, wherever located, having a capital and surplus of at least $25,000,000 in the aggregate, as shall be designated by Nordson (if the designation is made prior to the occurrence of any Change of Control) or by the resigning Trustee (if the designation is made after the occurrence of any Change of Control).

          13.3 Upon acceptance of the Trust, each successor trustee shall be vested with the title to the Trust property possessed by the trustee that it succeeds and shall have all the powers, discretion, and duties of such predecessor trustee. No successor trustee shall be required to furnish bond.

          13.4 Each successor trustee may accept as complete and correct and may rely upon any accounting by any predecessor trustee and upon any statement or representation by any predecessor trustee as to the assets comprising or any other matter pertaining to the administration of the Trust. No successor trustee shall be liable for any act or omission of any predecessor trustee or have any duty to enforce or seek to enforce any claim of any kind against any predecessor trustee on account of any such act or omission.

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          Article 14. Amendment or Termination

          14.1 Except as provided in the second sentence of this Section 14.1, at any time before the occurrence of the first Change of Control to occur after the execution of this Agreement, Nordson, in its sole discretion, may amend this Trust Agreement (including the exhibits hereto) in any manner and may terminate this Trust Agreement. If at any particular point in time (a) one or more Funding Events have occurred, (b) one or more of those Funding Events has not yet been terminated, and (c) no Change of Control has occurred, then Nordson may not, at that particular time, terminate this Trust Agreement and may amend this Trust Agreement only if and to the extent permitted by Section 14.2 below.

          14.2 Whenever (a) one or more Funding Events have occurred, (b) one or more of those Funding Events has not yet been terminated, and (c) no Change of Control has occurred, Nordson may not terminate this Trust Agreement but may add one or more additional plans or agreements to the class of Covered Plans and may amend this Trust Agreement (including the exhibits hereto), provided that (x) Nordson determines, in the exercise of its reasonable discretion, that the amendment is in the best interests of the Participants, taken as a group, (y) no such amendment shall remove any plan or agreement from the class of Covered Plans unless the plan has been terminated and there are no further obligations due or to become due thereunder to any Participant, and (z) no such amendment shall have the effect of adding circumstances under which a Funding Event shall be deemed to have terminated, affect the determination of the Aggregate Plan Liability or the Full Funding amount so as to reduce these amounts, or in any manner permit the withdrawal or diversion of assets from the Trust.

          14.3 After a Change of Control has occurred, this Trust Agreement (including the exhibits hereto) may not be amended or terminated except as provided in Section 14.5.

          14.4 Unless earlier revoked pursuant to Section 1.2, the Trust shall not terminate until the date on which Participants are no longer entitled to any further payments pursuant to the terms of any Covered Plans. Upon termination of the Trust on or after that date, any assets remaining in the Trust shall be returned to Nordson.

          14.5 Upon written approval of all Participants who are or may in the future be entitled to receive any payment pursuant to the terms of any of the Covered Plans, Nordson may terminate the Trust prior to the time all payments that are or may become due in the future under the Covered Plans have been made. All assets in the Trust at any such termination shall be returned to Nordson.

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          Article 15. Certain Definitions

Certain capitalized terms not defined elsewhere in this Trust Agreement are defined in Article 15 below.

          15.1 From and after the occurrence of the first Change of Control to occur after the execution of this Trust Agreement, the term “Accounting Firm” shall mean the independent auditors of Nordson for the fiscal year preceding the first year in which there occurred either (a) that Change of Control or (b) any Funding Event that had not terminated before the occurrence of that Change of Control and such firm’s successor or successors; provided, however, if such firm is unable or unwilling to serve and perform in the capacity contemplated by this Trust Agreement, those members of the Board of Directors of Nordson (as constituted immediately before the Change of Control) who are not and have never been employees of Nordson shall select another national accounting firm of recognized standing to serve and perform in that capacity under this Trust Agreement, except that such other accounting firm shall not be the then independent auditors for Nordson or any of its affiliates (as defined in Rule 12b-2 promulgated under the 1934 Act).

          15.2 The term “Aggregate Plan Liability” as at any time shall mean the maximum amount of payments that have not yet been paid but could become payable in the future under the Covered Plans, determined as provided in Section 10.2.

          15.3 A “Change of Control” shall be deemed to occur if and when there occurs any of the circumstances set forth in any of clauses (a) through (d) of this Section 15.3.

A. Any Person or group commences a tender offer for more than 50% of the outstanding shares that is not recommended by the Board of Directors of Nordson and one of the following occurs:

(i)	More than 50% of the outstanding shares are acquired.
(ii)	While the tender offer remains open, Nordson is sold or agrees to be sold, whether by sale of assets, sale of stock, merger, or otherwise.

B. Any Person or group solicits proxies for the election of individuals who are not nominated or approved by the Board of Directors of Nordson and either:

(i)	the solicitation results in the election of directors that constitute a majority of any class of directors or a majority of the full Board, or
(ii)	the solicitation results in the election of two or more directors, but less than a majority of any class of directors or a majority of the full Board, and while at least two of those directors remain in office Nordson is sold or agrees to be sold.

C. Any Person or group becomes the beneficial owner of 50% or more of the outstanding shares without prior Board approval.

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D. Any Person or group becomes the beneficial owner of 15% or more of the outstanding shares without prior Board approval and, while the Person or group continues to own 15% or more of the outstanding shares, Nordson is sold or agrees to be sold.

          15.4 The term “Covered Plan” means any one of the plans and agreements identified on Exhibit A, as the same may be amended from time to time in accordance with Sections 14.1 and 14.2 above.

          15.5 The term “Full Funding Amount” as of any point in time shall mean an amount equal to 125% of the Aggregate Plan Liability as of that point in time.

          15.6 A “Funding Event” shall be deemed to occur if and when there occurs any of the circumstances set forth in any of the following clauses (a) through (c):

A.	Any Person or group commences a tender offer for more than 50% of the outstanding shares that is not recommended by the Board of Directors of Nordson.
B.	Any Person or group solicits proxies for the election of two or more directors not nominated or approved by the Board of Directors of Nordson.
C.	Any Person or group becomes the beneficial owner of 15% or more of the outstanding shares without prior Board approval.

          15.7 A Funding Event shall be deemed to have “terminated:”

A. If funding of the Trust was required by reason of an unsolicited tender offer or exchange offer, either:

(i)	the tender offer or exchange offer is withdrawn or terminated without the acquisition of 15% or more of the outstanding shares, or
(ii)	if the Person or group acquires 15% or more, but less than a majority, of the outstanding shares, the Person or group subsequently disposes of enough shares so that beneficial ownership falls below 15%.

B. If funding of the Trust was required by reason of a solicitation of proxies for the election of directors, either:

(i)	the solicitation results in the election of less than two directors, or
(ii)	the solicitation results in the election of more than two directors, but less than a majority of any class of directors or a majority of the full Board, and enough of those directors leave office so that fewer than two remain as directors.

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C. If funding of the Trust was required by reason of the acquisition of beneficial ownership of 15% or more, but less than a majority, of the outstanding shares without prior Board approval, if the percentage of shares beneficially owned by the Person or group subsequently falls below 15%.

          15.8 The term “Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended.

          15.9 The term “Person” shall mean a “person” as used in Section 13(d) and Section 14(d)(2) of the 1934 Act.

          15.10 The term “Participant” shall mean a person who is a participant in or party to any of the Covered Plans.

          15.11 The term “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.

          16. Miscellaneous

          16.1 Any action to be taken by Nordson hereunder shall be by action of the Chief Executive Officer or any Vice President of Nordson, except that the actions described in Sections 1.2, 13.1, 14.1, and 14.2 may be taken only by the Board of Directors of Nordson.

          16.2 Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

          16.3 This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

          IN WITNESS WHEREOF, Nordson and the Trustee have executed this Trust Agreement as of the date first above written.

[                       ] Nordson Corporation
By		By
	The “Trustee”

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EXHIBIT A

Covered Plans

Nordson Corporation Excess Defined Benefit Pension Plan

Nordson Corporation Excess Defined Contribution Retirement Plan

Nordson Corporation Officers’ Deferred Compensation Plan

Supplemental pension payments pursuant to employment agreements with Messrs. [      ].

Retirement payments to retired officer, [           ].

[Amounts payable under employment agreements with [           ].]

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EXHIBIT B

Assumptions and Methodology for
Determining Aggregate Plan Liability

          1. The liability for benefits under each Covered Plan will be calculated using two different assumptions as to when Participants terminate service:

     (a) As of the date of the first Change of Control occurring after the execution of this Trust Agreement.

     (b) Thirty months after the first Change of Control occurring after the execution of this Trust Agreement, assuming future compensation continues at current levels, and future deferrals under deferred compensation plans continue pursuant to prior elections.

The liability for accrued benefits under each Covered Plan will be the greater of the liabilities calculated in accordance with (a) and (b) above.

          2. Calculations will be based upon the most valuable optional form of payment available to the Participant.

          3. The liability for benefits under deferred compensation or other defined contribution Covered Plans shall be equal to the deferral or other account balances (vested and unvested) of Participants as of the applicable date, plus projected deferrals expected to be made within 30 months after the applicable date pursuant to prior elections. Account balances of Participants under a Plan shall be calculated based on crediting the highest rate of interest which may become payable to Participants under the Plan.

          4. The liability for benefits under other Covered Plans shall be equal to the present value of accrued benefits (vested and unvested) of Participants as of the relevant dates under 1(a) or (b) above.

          5. No mortality is assumed prior to the commencement of benefits. Future mortality is assumed to occur in accordance with the 1983 Group Annuity Table Unisex Rates after the commencement of benefits.

          6. The present value of amounts shall be determined using a discount rate equal to the then current Pension Benefit Guaranty Corporation immediate annuity rate for a nonmultiemployer plan.

          7. In determining the dollar cost of providing any benefit that is to be provided in stock or the value of which is dependent upon the value of common shares of Nordson, the dollar cost shall of providing those benefits shall be determined using a value for common shares of Nordson equal to 140% of the highest closing price for common shares of Nordson at any time within the six month period ending on the determination date.

          8. Where left undefined above, calculations will be performed in accordance with generally accepted actuarial principles.

EX-10.H.1

Exhibit 10-h-1

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT is entered into on this 13th day of November, 1998, by and between NORDSON CORPORATION, an Ohio corporation (the “Company”), and EDWARD P. CAMPBELL (“Employee”).

W I T N E S S E T H:

          WHEREAS, Employee is an executive and key employee of the Company, has fully and ably discharged his responsibilities and duties in his service to the Company to date, and is now serving the Company as President and Chief Executive Officer;

          WHEREAS, the Company desires to assure itself of continuity of management in the event of any threatened or actual Change in Control (as hereafter defined);

          WHEREAS, the Company desires to provide inducements for Employee not to engage in activity competitive with the Company;

          WHEREAS, the Company desires to assure itself, in the event of any threatened or actual Change in Control, of the continued performance of services by Employee on an objective and impartial basis and without distraction by concern for his employment status and security;

          WHEREAS, Employee is willing to continue in the employ of the Company but desires assurance that his responsibilities and status as an executive of the Company will not be adversely affected by any threatened or actual Change in Control;

          NOW, THEREFORE, the Company and Employee agree as follows:

          1. OPERATION OF AGREEMENT. This Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall not be operative unless and until there has been a Change in Control while Employee is in the employ of the Company. For purposes of this Agreement, a Change in Control shall have occurred if at any time any of the following events occurs:

          (a) a report is filed with the Securities and Exchange Commission (the “SEC”) on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), disclosing that any “person” (as the term “person” is used in Section 13(d) or Section 14(d)(2) of the Exchange Act) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing

25% or more of the combined voting power of the Company’s then outstanding securities;

          (b) the Company files a report or proxy statement with the SEC pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 5(f) of Schedule 14A thereunder that a Change in Control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction;

          (c) the Company is merged or consolidated with another corporation and, as a result thereof, securities representing less than 50% of the combined voting power of the surviving or resulting corporation’s securities (or of the securities of a parent corporation in case of a merger in which the surviving or resulting corporation becomes a wholly-owned subsidiary of the parent corporation) are owned in the aggregate by holders of the Company’s securities immediately prior to such merger or consolidation;

          (d) all or substantially all of the assets of the Company are sold in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or

          (e) during any period of 24 consecutive months, individuals who were Directors of the Company at the beginning of such period cease to constitute at least a majority of the Company’s Board of Directors (the “Board”) unless the election, or nomination for election by the Company’s shareholders, of more than one half of any new Directors of the Company was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of such 24 month period.

The first date on which a Change in Control occurs is referred to herein as the “Change in Control Date.” Upon the occurrence of a Change in Control while Employee is in the employ of the Company, this Agreement shall become immediately operative subject, however, to the provisions of Section 2, below.

          2. POSSIBLE “UNDOING” OF A CHANGE IN CONTROL. If a report is filed with the SEC disclosing that a person (the “Acquiror”) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the company’s outstanding securities and, as a result of that filing, a Change in Control,

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as defined in Paragraph 1(a), above, occurs, while Employee is in the employ of the Company, then, as provided in Paragraph 1, above, this Agreement will become immediately operative. However, if:

          (a) a Change in Control as described in Paragraph 1(a) occurs while Employee is in the employ of the Company;

          (b) the Acquiror subsequently transfers or otherwise disposes of sufficient securities of the Company in one or more transactions, to a person or persons other than affiliates of the Acquiror or any persons with whom the Acquiror has agreed to act together for the purpose of acquiring, holding, voting or disposing of securities of the Company, so that, after such transfer or other disposition, the Acquiror is no longer the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding securities;

          (c) at the time of the subsequent transfer or disposition that reduced the Acquiror’s holdings to less than 10% as provided in (b), immediately above, no other event constituting a Change in Control had occurred; and

          (d) at the time of the subsequent transfer or other disposition that reduced the Acquiror’s holdings to less than 10%, Employee’s employment with the Company had not been terminated by the Company without cause or by Employee for good reason,

then, for all purposes of this Agreement, the filing of the report constituting a Change in Control under Paragraph 1(a) shall be treated as if it had not occurred and this Agreement shall return to the status it had immediately before the filing of the report constituting a Change in Control under Paragraph 1(a). Accordingly, if and when a new Change in Control occurs, this Agreement will again become operative on the date of that new Change in Control.

          3. EMPLOYMENT, CONTRACT PERIOD.

          (a) Subject to the terms and conditions of this Agreement, upon the occurrence of a Change in Control, the Company shall continue to employ Employee and Employee shall continue in the employ of the Company for the period specified in Paragraph 3(b) (the “Contract Period”), in the position and with the duties and responsibilities set forth in Paragraph 4.

          (b) The Contract Period shall commence on the

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Change in Control Date and, subject only to the provisions of Paragraph 9 below, shall continue for a period of twenty-four months to the close of business on the day (the “Contract Expiration Date”) falling twenty-four months after the Change in Control Date.

          4. POSITION, DUTIES, RESPONSIBILITIES. At all times during the Contract Period, Employee shall:

          (a) hold the same position with substantially the same duties and responsibilities as an executive of the Company as Employee held immediately before the Change in Control Date and those duties and responsibilities may be extended, from time to time during the Contract Period, by the Board with Employee’s consent;

          (b) adhere to and implement the policies and directives promulgated, from time to time, by the Board;

          (c) observe all Company policies applicable to executive personnel of the Company; and

          (d) devote his business time, energy, and talent to the business of and to the furtherance of the purposes and objectives of the Company to generally the same extent as he has so devoted his business time, energy, and talent before the Change in Control Date, and neither directly nor indirectly render any business, commercial, or professional services to any other person, firm, or organization for compensation without the prior approval of the Board.

Nothing in this Agreement shall preclude Employee from devoting reasonable period of time to charitable and community activities or the management of his investment assets provided such activities do not materially interfere with the performance by Employee of his duties hereunder.

          5. COMPENSATION. For services actually rendered by Employee on behalf of the Company during the Contract Period as contemplated by this Agreement the Company shall pay to Employee a base salary, annual bonus and stock options (together referred to as “Total Compensation”) as follows:

          (a) base salary at a rate equal to the highest of (i) the rate in effect immediately before the Change in Control date, (ii) the rate in effect exactly two years before the Change in Control Date, or (iii) such greater rate as the Company may determine. The base salary shall be paid to Employee in the same increments and on the same schedule each month as in effect immediately before the Effective Date;

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          (b) an annual bonus under the 1995 Management Incentive Compensation Plan as amended, or any substitute therefore, (“Bonus Plan”) equal to the highest of (i) the amount calculated using the Bonus Plan in effect immediately before the Change in Control Date, (ii) the amount calculated using the Bonus Plan in effect exactly two years before the Change of Control Date, or (iii) such greater amount as the Company may determine. The annual bonus shall be paid to the Employee not later than the first payroll date in January following the plan year for which the bonus was earned;

          (c) stock options shall be granted annually at such times, under such terms and conditions, and in such amounts, as to be no less valuable than the greater value of (i) stock options granted immediately before the Change in Control Date, (ii) stock options granted two years before the Change in Control Date, and (iii) such greater value as the Company may determine.

          6. VACATION, HOLIDAYS AND SICK LEAVE. Employee will be entitled to such periods of vacation, holidays and sick leave allowance each year as are determined by the Company’s policies relevant to vacation, holidays and sick pay for executive personnel as in effect immediately before the Change in Control Date or as may be increased from time to time thereafter. Neither vacation time nor sick leave allowance will be accumulated from year to year.

          7. OTHER COMPANY PLANS, BENEFITS, AND PERQUISITES. During the Contract Period Employee shall continue to be entitled to participate in every employee benefit plan, incentive plan or arrangement (“Plan”) that is generally available to executive personnel of the Company immediately before the Change in Control Date or that is specifically extended to Employee by the Company before the Change in Control Date, whether or not Employee is eligible to participate in such Plan on the date of this Agreement. Employee’s participation in and benefits under any such Plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan or arrangement as in effect immediately before the Change in Control Date, which terms and conditions shall not be amended during the Contract Period unless the benefits to Employee are at least as great under the Plan as amended (or under a substitute Plan) as were the benefits under the Plan as in effect immediately before the Change in Control Date. Specific Plans of the Company to which Employee is entitled to benefits include, but are not limited to, the Plans (or any substitute Plan) listed on Exhibit A hereto.

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The Company will also provide Employee with such perquisites during the Contract Period as the Company customarily provided to similarly situated executive personnel in the period immediately before the Change in Control Date.

          8. ADDITIONAL BENEFIT. If a Change in Control occurs and this Agreement becomes operative and thereafter Employee’s employment is terminated by the Company without cause or by Employee for good reason, whether such termination occurs before, on, or after the Contract Expiration Date, the Company shall pay and provide benefits to or with respect to Employee in such amounts and at such times so that the aggregate benefits payable to or with respect to Employee under the Salaried Plan and the Excess Benefit Plans will be equal to the aggregate benefits that would have been paid to or with respect to Employee under the Salaried Plan and the Excess Benefit Plans if Employee were exactly five years older than his actual age and his credit under the Salaried Plan and the Excess Benefit Plans were equal to the greater of his actual service or the amount of service he is deemed to have under paragraph 12(a)(iv), below. If Employee’s employment is terminated after a Change in Control by the Company without cause or by Employee for good reason and Employee is entitled to additional benefits by virtue of the additional five years of deemed age provided for in this Paragraph 8, then the Company shall directly provide such benefits to Employee in the same manner as additional benefits are to be provided to Employee under paragraph 12(a), below.

          9. PRIORITY OF PARAGRAPHS 2 OVER 8. Paragraph 2 of this Agreement shall take precedence over Paragraph 8 of this Agreement so that if a Change in Control occurs and is subsequently undone under Paragraph 2 of this Agreement, Employee will thereafter have no rights under Paragraph 8 of this Agreement unless and until a further Change in Control occurs.

          10. EFFECT OF DISABILITY. If during the Contract Period and before his employment hereunder is otherwise terminated, Employee becomes disabled to such an extent that he is prevented from performing his duties hereunder by reason of physical or mental incapacity: (a) he shall be entitled to disability and other benefits at least equal to those that would have been available to him had the Company continued, throughout the period of Employee’s disability, all of its programs, benefits, and policies with respect to disabled employees that were in effect immediately before the Change in Control; and (b) if he recovers from his disability before the end of the Contract Period he shall be reinstated as an active employee for the remainder of the Contract Period under and subject to all of the terms of this Agreement including, without limitation, the Company’s right to terminate Employee with or without cause under Paragraph 11(b).

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          11. TERMINATION FOLLOWING A CHANGE IN CONTROL. Following a Change in Control:

          (a) Employee’s employment hereunder will terminate without further notice upon the death of Employee;

          (b) The Company may terminate Employee’s employment hereunder effective immediately upon giving notice of such termination:

          (i) for “cause,” (A) if Employee commits an act of fraud, embezzlement, theft, or other similar criminal act constituting a felony and involving the Company’s business or (B) if Employee breaches his agreement with respect to the time to be devoted to the business of the Company set forth in Paragraph 3(d) hereof and fails to cure such breach within 30 days of receipt of written notice of such breach from the Board; or

          (ii) without cause at any time; and

          (c) Employee may terminate his employment hereunder effective immediately upon giving of notice of such termination or retirement:

          (i) without cause at any time; or

          (ii) for “good reason,” which, for purposes of this Agreement shall mean notice by the Employee to the Company of the occurrence of any of the following:

          (A) any reduction in base salary or position or any material reduction in responsibilities or duties contemplated for Employee under this Agreement or any material reduction in the aggregate of employee benefits, perquisites, or fringe benefits contemplated for Employee under this Agreement, provided that any particular reduction described in this clause (A) shall constitute “good reason” only if Employee terminates his employment within six months of the date of the reduction; or

          (B) any good faith determination by Employee that, as a result of fundamental differences of opinion between Employee and the Board as to the goals of the Company, Employee is unable to carry out the responsibilities and duties contemplated for Employee under this Agreement, provided that any determination by Employee described in this clause (B) shall constitute “good reason” only if Employee terminates his employment within six months of the Change in Control Date.

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          12. SEVERANCE COMPENSATION.

          (a) If, before the Contract Expiration Date, Employee’s employment is terminated by the Company without cause or by Employee for good reason, then, except as provided in Paragraph 12(b), 12(c), or 12(d), the Company shall pay and provide to Employee the following compensation and benefits through the last to occur of (x) the expiration of twenty-four months after the effective date of the termination, and (y) the Contract Expiration Date (such last-to-occur date is hereinafter referred to as the “Severance Benefits Termination Date”):

          (i) Base Salary and Annual Bonus at the highest rate payable to Employee during the Contract Period, to be paid at the times provided in Paragraph 5 hereof;

          (ii) in lieu of the opportunity to receive stock option grants during the period from the effective date of termination through the Severance Benefits Termination Date, the Company will pay to Employee an amount in cash equal to the product of (A) the aggregate value of the stock options granted to Employee with Respect to the fiscal year ended immediately prior to the Change in Control and (B) a fraction, the numerator of which is the number of days from the effective date of termination through the Severance Benefits Termination Date and the denominator of which is 365; for this purpose, the value of the stock options will be determined using the Black-Scholes option price model;

          (iii) coverage under the Company’s medical, dental, insurance, short-term disability, long-term disability plans, and other Plans, as listed on Exhibit A, Items 7 through 14 (provided that he became eligible to participate therein prior to the date his employment is terminated), each as in effect on the Change in Control Date (or, if subsequently amended to increase benefits to Employee or his dependents, as so amended) and each as if Employee’s employment had continued through the Severance Benefits Termination Date; and

          (iv) coverage and service credit under the Salaried Plan and the Excess Benefit Plans maintained in connection with the Salaried Plan under which he is eligible to participate so that the aggregate benefits payable to or with respect to the Employee under the

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Salaried Plan and the Excess Benefit Plan will be equal to the aggregate benefits that would have been paid to or with respect to Employee under the Salaried Plan and the Excess Benefit Plans if Employee’s employment had continued through the Severance Benefits Termination Date.

If any of the benefits to be provided under the Company’s Plans cannot be provided through that Plan to Employee following termination of his employment, the Company shall directly provide the full equivalent of such benefits to Employee. For example, since it is not possible to provide additional service credit directly through the Salaried Plan, if Employee becomes entitled to an additional 18 months of service credit under the Salaried plan pursuant to (iv) above, the Company will be required to pay to Employee, from its general assets, on each date on which Employee receives a payment from the Salaried Plan, a supplemental payment equal to the amount by which that particular payment under the Salaried Plan would have been increased if Employee’s total service credit under the Salaried Plan were 18 months greater than is actually the case by reason of this Agreement. In addition, if in these circumstances any payments become due under the Salaried Plan with respect to Employee following his death, the Company will be obligated to make similar supplemental payments with respect to Employee on the dates on which payments are made with respect to Employee under the Salaried Plan.

Furthermore, the provisions of this Agreement shall not affect the validity or enforceability of any other agreement between the Company and Employee, and the benefits provided under this Agreement shall be additive to any other benefits promised to Employee under such other agreement. Moreover, this Agreement shall not operate to negate any other assurances provided to Employee.

          (b) If Employee becomes entitled to compensation and benefits pursuant to Paragraph 12(a) he shall use reasonable efforts to seek other employment, provided, however, that he shall not be required to accept a position of less importance and dignity or of substantially different character than of his position with the Company or a position that would require Employee to engage in activity in violation of Employee’s agreement with respect to noncompetition set forth in Paragraph 14 hereof nor shall he be required to accept a position outside the greater Cleveland area. The Company’s obligations under item (i) and (ii) of Paragraph 12(a) will be offset by payments and

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benefits received by Employee from another employer to the following extent:

          (i) The Company’s obligation to pay any particular installment of base salary following Employee’s termination will be offset, on a dollar for dollar basis, by any cash compensation received by Employee from another employer before the date on which the installment of base salary is payable by the Company.

          (ii) To the extent that Employee is provided medical, dental, or short-term or long-term disability income protection benefits by another employer during any period, the Company will be relieved of its obligation to provide such benefits to Employee. For example, if a new employer provides Employee with a medical benefits plan that pays $500.00 for a specific claim made by Employee and the Company’s medical insurance plan would have paid $750.00 for that claim, then the Company will be obligated to pay Employee $250.00 with respect to that claim.

Other than as provided in this Paragraph 12(b) Employee shall have no duty to mitigate the amount of any payment or benefit provided for in this Agreement.

          (c) If during any period in which Employee is entitled to payments or benefits from the Company under Paragraph 12(a):

          (i) Employee materially and willfully breaches his agreement with respect to confidential information set forth in Paragraph 13 hereof and such breach directly causes the Company substantial and demonstrable damage; or

          (ii) Employee materially and wilfully breaches his agreement with respect to noncompetition set forth in Paragraph 14 hereof and such breach directly causes the Company substantial and demonstrable damage;

then the Company will be relieved of its obligations under paragraph 12(a) hereof as of the first day of the month immediately following the date of such material breach.

          (d) If Employee dies on or before the Severance Benefits Termination Date and immediately before his death he is entitled to payments or benefits from the Company under Paragraph 12(a), the Company will be relieved of its

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obligations under item (i) of Paragraph 12(a) as of the first day of the month immediately following the month in which Employee dies and thereafter the Company will provide to Employee’s beneficiaries and dependents salary continuation payments, benefits under the Excess Benefits Plan (as supplemented by item (iii) of Paragraph 12(a), and continuing medical and dental benefits to the same extent (subject to reduction for payments or benefits from a new employer under paragraph 12(b) as if Employee’s death had occurred while Employee was in the active employ of the Company.

          13. CONFIDENTIAL INFORMATION. Employee agrees that he will not, during the term of the Agreement or at any time thereafter, either directly or indirectly, disclose or make known to any person, firm, or corporation any confidential information, trade secret, or proprietary information of the Company that Employee may acquire in the performance of Employee’s duties hereunder. Upon the termination of Employee’s employment with the Company, Employee agrees to deliver forthwith to the Company any and all literature, documents, correspondence, and other materials and records furnished to or acquired by Employee during the course of such employment.

          14. NONCOMPETITION. During any period in which Employee is receiving Total Compensation under this Agreement (whether during the Contract Period pursuant to Paragraph 5 or following termination pursuant to Paragraph 12(a), Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in direct competition with the Company in any market in any line of business engaged in by the Company during the Contract period. If Employee delivers to the Company a written waiver of his right to receive any further compensation or benefits pursuant to Paragraph 12(a), if agreed to by the Company in writing, he shall be released, effective as of the date of agreement by the Company, from the post-termination noncompetition covenant contained in this Paragraph 14.

          15. COSTS OF ENFORCEMENT. The Company shall pay and be solely responsible for any and all costs and expenses (including attorneys’ fees) incurred by Employee in seeking to enforce the Company’s obligations under this Agreement unless and to the extent a court of competent jurisdiction determines that the Company was relieved of those obligations because (a) the Company terminated Employee for cause (as determined under Paragraph 11(b)(i) hereof), (b) Employee voluntarily terminated his employment other than for good reason (as determined under Paragraph 11(c)(ii) hereof), or (c) Employee materially and willfully breached his agreement not to compete with the Company

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or his agreement with respect to confidential information and such breach directly caused substantial and demonstrable damage to the Company. The Company shall forthwith pay directly or reimburse Employee for any and all such costs and expenses upon presentation by Employee or by counsel selected from time to time by Employee of a statement or statements prepared by Employee or by such counsel of the amount of such costs and expenses. If and to the extent a court of competent jurisdiction renders a final binding judgment determining that the Company was relieved of its obligations for any of the reasons set forth in (a), (b) or (c) above, Employee shall repay the amount of such payments or reimbursements to the Company. In addition to the payment and reimbursement of expenses of enforcement provided for in this Paragraph 15, the Company shall pay to Employee in cash, as and when the Company makes any payment on behalf of, or reimbursement to, Employee, an additional amount sufficient to pay all federal, state, and local taxes (whether income taxes or other taxes) incurred by Employee as a result of (x) payment of the expense or receipt of the reimbursement, and (y) receipt of the additional cash payment. The Company shall also pay to Employee interest (calculated at the Base Rate from time to time in effect at National City Bank, Cleveland, Ohio, compounded monthly) on any payments or benefits that are paid or provided to Employee later than the date on which due under the terms of this Agreement.

          16. EMPLOYEE RIGHTS. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Company or Employee to have Employee remain in the employ of the Company before any Change in Control and Employee shall have no rights under this Agreement if his employment with the Company is terminated for any reason or for no reason before any Change in Control. Nothing expressed or implied in this Agreement shall create any duty on the part of the Company to continue in effect, or continue to provide to Employee, any plan or benefit unless and until a Change in Control occurs. If, before a Change in Control, the Company ceases to provide any plan or benefit to Employee, nothing in this Agreement shall be construed to require the Company to reinstitute that plan or benefit to Employee upon the later occurrence of a Change in Control.

          17. NOTICES. For purposes of this Agreement, all communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the Company (Attention: President) at its principal executive office and to Employee at his principal residence, or to such other address as either party may have furnished to the other in writing and in accordance herewith, except that notices of change of address shall be effective only upon receipt.

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          18. ASSIGNMENT, BINDING EFFECT.

          (a) This Agreement shall be binding upon and shall inure to the benefit of the Company and the Company’s successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and or assets of the Company, by agreement in form and substance satisfactory to Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

          (b) This Agreement shall be binding upon Employee and this Agreement and all rights of Employee hereunder shall inure to the benefit of, and be enforceable by, Employee and his personal or legal representatives, executors, or administrators. No right, benefit, or interest of Employee hereunder shall be subject to assignment, anticipation, alienation, sale, encumbrance, charge, pledge, hypothecation, or to execution, attachment, levy, or similar process; except that Employee may assign any right, benefit, or interest hereunder if such assignment is permitted under the terms of any plan or policy of insurance or annuity contract governing such right, benefit, or interest.

          19. INVALID PROVISIONS.

          (a) Any provision of this Agreement that is prohibited or unenforceable shall be ineffective to the extent, but only to the extent, of such prohibition or unenforceability without invalidating the remaining portions hereof and such remaining portions of this Agreement shall continue to be in full force and effect.

          (b) In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable, the parties will negotiate in good faith to replace such provision with another provision that will be valid or enforceable and that is as close as practicable to the provision held invalid or unenforceable.

          20. MODIFICATION. No modification, amendment, or waiver of any of the provisions of the Agreement shall be effective unless in writing, specifically referring hereto, and signed by both parties.

          21. WAIVER OF BREACH. The failure at any time to enforce any of the provisions of this Agreement or to require

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performance by the other party of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part of this Agreement or the right of either party thereafter to enforce each and every provision of this Agreement in accordance with the terms hereof.

          22. GOVERNING LAW. This Agreement has been made in and shall be governed and construed in accordance with the laws of the State of Ohio.

          23. GROSS-UP OF PAYMENTS DEEMED TO BE EXCESS PARACHUTE PAYMENTS.

          (a) The Company and Employee acknowledge that, following a Change of Control, one or more payments or distributions to be made by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, under some other plan, agreement, or arrangement, or otherwise) (a “Payment”) may be determined to be an “excess parachute payment” that is not deductible by the Company for Federal income tax purposes and with respect to which Employee will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code (hereinafter referred to respectively as “Section 280G” and “Section 4999”). If Employee’s employment is terminated after a Change of Control occurs, the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, shall make all determinations required to be made under this Paragraph 23, shall determine whether any Payment would be an excess parachute payment and shall communicate its determination, together with detailed supporting calculations, to the Company and to Employee within 30 days after the date on which Employee’s employment with the Company terminates or such earlier time as is requested by the Company. The Company and Employee shall cooperate with each other and the Accounting Firm and shall provide necessary information so that the Accounting Firm may make all such determinations. The Company shall pay all of the fees of the Accounting Firm for services performed by the Accounting Firm as contemplated in this Paragraph 23.

          (b) If the Accounting Firm determines that any Payment gives rise, directly or indirectly, to liability on the part of Employee for excise tax under Section 4999 (and/or any penalties and/or interest with respect to any

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such excise tax), the Company shall make additional cash payments to Employee, from time to time and at the same time as any Payment constituting an excess parachute payment is paid or provided to Employee, in such amounts as are necessary to put Employee in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as Employee would have been in after payment of all federal, state, and local income taxes if the Payments had not given rise to an excise tax under Section 4999 and no such penalties or interest had been imposed.

          (c) If the Internal Revenue Service determines that any Payment gives rise, directly or indirectly, to liability on the part of Employee for excise tax under Section 4999 (and/or any penalties and/or interest with respect to any such excise tax) in excess of the amount, if any, previously determined by the Accounting Firm, the Company shall make further additional cash payments to Employee not later than the due date of any payment indicated by the Internal Revenue Service with respect to these matters, in such amounts as are necessary to put Employee in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under Section 4999 or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as Employee would have been in after payment of all federal, state, and local income taxes if the Payments had not given rise to an excise tax under Section 4999 and no such penalties or interest had been imposed.

          (d) If the Company desires to contest any determination by the Internal Revenue Service with respect to the amount of excise tax under Section 4999, Employee shall, upon receipt from the Company of an unconditional written undertaking to indemnify and hold Employee harmless (on an after tax basis) from any and all adverse consequences that might arise from the contesting of that determination, cooperate with the Company in that contest at the Company’s sole expense. Nothing in this Paragraph 23(d) shall require Employee to incur any expense other than expenses with respect to which the Company has paid to Employee sufficient sums so that after the payment of the expense by Employee and taking into account the payment by the Company with respect to that expense and any and all taxes that may be imposed upon Employee as a result of his receipt of that payment, the net effect is no cost to Employee. Nothing in this Paragraph 23(d) shall require Employee to extend the statute of limitations with respect

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to any item or issue in his tax returns other than, exclusively, the excise tax under Section 4999. If, as the result of the contest of any assertion by the Internal Revenue Service with respect to excise tax under Section 4999, Employee receives a refund of a Section 4999 excise tax previously paid and/or any interest with respect thereto, Employee shall promptly pay to the Company such amount as will leave Employee, net of the repayment and all tax effects, in the same position, after all taxes and interest, that he would have been in if the refunded excise tax had never been paid.

          (e) For purposes of this Paragraph 23, the term “Accounting Firm” means the independent auditors of the Company for the fiscal year preceding the year in which the earlier of (i) the date of termination of Employee’s employment with the Company, or (ii) the year, if any, in which occurred the first Change of Control occurring after the date of this Agreement, and such firm’s successor or successors; provided, however, if such firm is unable or unwilling to serve and perform in the capacity contemplated by this Agreement, the Company shall select another national accounting firm of recognized standing to serve and perform in that capacity under this Agreement, except that such other accounting firm shall not be the then independent auditors for the Company or any of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act).

          IN WITNESS WHEREOF, the Company and Employee have executed this Agreement on the day and year first above written.

NORDSON CORPORATION
By:
	Thomas L. Moorhead
Title:		Vice President, Law and Assistant Secretary
Employee:
	Edward P. Campbell

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EXHIBIT A

COMPANY PLANS

          1. The Nordson Corporation 1995 Management Incentive Compensation Plan;

          2. The Nordson Corporation 1993 Long-Term Performance Plan;

          3. The Nordson Corporation Salaried Employees Pension Plan (the “Salaried Plan”);

          4. Nordson Corporation Officers’ Deferred Compensation Plan;

          5. The Nordson Corporation Excess Defined Benefit Pension Plan and the Excess Defined Contribution Retirement Plan (the “Excess Benefit Plans”);

          6. The Nordson Corporation Employees’ Savings Trust Plan (NEST);

          7. The Nordson Corporation Non-Union Employees Stock Ownership Plan;

          8. The Nordson Corporation Salaried Employees’ Health Plan;

          9. The Nordson Corporation Prescription Drug Plan;

          10. The Nordson Corporation Short Term and Long Term Disability Plans;

          11. The Nordson Corporation Employees’ Dental Expense Plan;

          12. The Nordson Corporation Group Life Insurance Plan-Salaried;

          13. The Nordson Corporation Group Travel Accident Plan;

          14. The Company’s car allowance Plan;

          15. Nordson’s policy of reimbursement for club dues, airline travel clubs, and the like.

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EX-10.I

Committee Rules

EXHIBIT 10-i

VII. 2005 DIRECTORS’ DEFERRED COMPENSATION

          The provisions of the Plan and these Rules apply to Directors’ Compensation deferred after December 31, 2004. Directors’ Compensation deferred before January 1, 2005, remains subject to the provisions of the Plan and the Rules as in effect on October 3, 2004.

1. Definitions. The following definitions apply to Directors’ deferred compensation:

(a) “Directors’ Compensation” means all or a portion of the fees (including quarterly retainer fees, meeting fees, and such special or other fees as may be authorized by the Board of Directors, but excluding Director Options) paid to the Directors by reason of their serving on the Board and, if applicable, on Committees of the Board.

2.	Directors’ Compensation. Each Director will have the option to defer his or her Directors’ Compensation and have it either (i) credited to an account maintained for him or her by Nordson as cash or (ii) allocated to an account maintained for him or her by Nordson as Stock Equivalent Units.
3.	Elections to Defer Directors’ Compensation.

(a)	Time of Election. Any person who is appointed to fill a vacancy on the Board, or is newly elected as a Director, may elect within thirty days after the commencement of his or her term as a Director to defer the receipt of all or a specified portion of his or her Directors’ Compensation earned for services performed for the balance of the year in which the election is made and for succeeding years.
(b)	Duration of an Election. An election to defer Directors’ Compensation will be irrevocable and will continue from year to year until a Director terminates the election by written request or until the end of the year preceding the initial distribution to the Director under the schedule set forth in Section 5(a), whichever first occurs, but, in the event of a termination, the amount theretofore deferred will not be paid to the Director until the dates specified in the schedule set forth in Section 5(a). Any termination of an election by written request shall be effective as of the first day of the year following the year in which the written request is made.
(c)	Election to Defer Less than All Directors’ Compensation. In the event that any Director elects to defer less than all of the Directors’ Compensation payable to him or her for any period, Nordson will first pay the non-deferred portion of the Directors’ Compensation to the Director in cash and will only commence to defer

VII-1

Committee Rules

his or her Directors’ Compensation, whether as cash or as Stock Equivalent Units, at such time as the entire non-deferred portion has been paid to the Director in cash.

4. Election of Cash or Stock Equivalent Units.

(a)	Designation as Cash or Stock Equivalent Units. At the time that each Director makes an election to defer the receipt of all or a specified portion of his or her Directors’ Compensation, the Director will designate whether the amount of the Directors’ Compensation he or she elects to defer will be credited to his or her account as cash or allocated as Stock Equivalent Units.
(b)	Change of Designation from Cash to Stock Equivalent Units. Each Director who previously designated cash may at any time elect to have his or her designation changed from cash to Stock Equivalent Units (but not from Stock Equivalent Units to cash) and all or a portion of the cash credited to his or her account converted to Stock Equivalent Units; provided that no such election may be made relating to all or a portion of the cash credited to his or her account within six months of (i) an election to receive an early distribution under Section 5(b) hereof (if such distribution is funded by the conversion of Stock Equivalent Units), (ii) an election to make an intra-plan transfer under Nordson’s Employees’ Savings Trust Plan (“NEST”) of funds held in a Nordson Common Share Fund account into any other Fund under the NEST, or (iii) an election to receive a cash distribution from the NEST, including a loan or hardship withdrawal, which is funded in whole or in part by the liquidation of Common Shares in the participant’s Nordson Common Share Fund account. Upon making such an election, all or the designated portion of the cash credited to a Director’s account will be converted into Stock Equivalent Units based on the Fair Market Value of the Common Shares at the date of conversion. “Fair Market Value” for purposes of this Section 4(b) means the average of the high and low price quoted for Common Shares as reported in the NASDAQ National Market System on the date of conversion.
(c)	Cash Credits. Nordson will maintain an account for each Director who elects to defer Directors’ Compensation as cash and will credit his or her account (i) on the last day of each month with the amount of Directors’ Compensation he or she elects to defer which otherwise would have been paid to him or her during the month and (ii) on the last day of each quarter with interest on the balance in this account at a rate equal to the rate of interest of Ten Year Treasury Securities as reported in the Federal Reserve Bank Constant Maturity Series H-15 Report for the last business day of the quarter, paid on the average daily balance in the account during the quarter. A Director whose account is credited with cash shall receive all distributions in cash.
(d)	Stock Equivalent Units. Nordson will maintain an account for each Director who elects to defer Directors’ Compensation as Stock Equivalent Units. After a

VII-2

Committee Rules

Director makes such an election, Nordson will credit his or her account (i) on the last day of each month with a number of Stock Equivalent Units equal to the quotient of the amount of Directors’ Compensation he or she elects to defer which otherwise would have been paid to him or her during the month divided by the Fair Market Value of the Common Shares on that day and (ii) on dividend payment dates with an additional number of Stock Equivalent Units equal to the product of the number of Stock Equivalent Units credited to this account immediately prior to the dividend payment date multiplied by a fraction, the numerator of which is the amount of the dividend per Common Share and the denominator of which is the Fair Market Value of the Common Shares on the dividend payment date. A Director whose account is credited with Stock Equivalent Units shall receive all distributions in Common Shares. “Fair Market Value” for purposes of this Section 4(d) means the average of the high and low price quoted for Common Shares as reported in the NASDAQ National Market System on the day the Directors account is credited.

(e)

Subject to Claims of General Creditors. All Directors’ Compensation deferred and amounts credited to accounts as cash or Stock Equivalent Units under the terms of this Section 4 will remain part of the assets of Nordson and will be subject to the claims of its general creditors.

5. Distribution.

(a)

Normal Distribution. The account maintained for each Director who elects to defer Directors’ Compensation will be distributed in 16 quarterly installments (the amount of each to equal the balance in his or her account at the particular time divided by the number of remaining installments) beginning with the first day of the month immediately succeeding the month in which that Director ceases to be a Director. The undistributed balance of any account will bear interest at the rate specified in Section 4(c)(ii), or be credited with additional Stock Equivalent Units upon the payment of dividends as provided in Section 4(d), until the account has been completely distributed.

(b)

Early Distribution in Event of Financial Emergency. Notwithstanding the provisions of Section 5(a), a Director may, with the consent of the Committee, withdraw all or a portion of his or her accounts in the event of a financial emergency that is beyond the Director’s control, would cause the Director great hardship if early withdrawal were not permitted, and qualifies as an “unforeseeable emergency” within the meaning of Code Section 409A(a)(2)(B)(ii); provided that, no election to receive such an early withdrawal will be permitted if it would be funded, in whole or in part, by the conversion of Stock Equivalent Units into cash and such election occurs within six months of an election to have all or any portion of the Director’s cash account converted into Stock Equivalent Units or an election to make an intra-plan transfer under the NEST of funds from any Fund into the participant’s Nordson Common Share Fund account. Any such early withdrawal shall be in the form of a cash

VII-3

Committee Rules

distribution, with any Stock Equivalent Units converted into cash on the basis set forth in Section 5(b), and will be limited to the amount necessary to meet the emergency.

6. Death of a Director. A Director may elect whether, in the event of his or her death prior to the expiration of the period during which his or her account balance is distributable, the account balance will be distributed to his or her estate (or designated beneficiary) in a single distribution or in the installments contemplated by Section 5(a). Such election will be made at the time of the election contemplated by Section 3; if no such election is made, the account balance will be distributed in a single distribution.

7. Non-Competition. In the event a Director ceases to be a Director and becomes a proprietor, officer, partner, or employee of, or otherwise becomes affiliated with, any business that is in competition with the Company, his or her account balance will be distributed immediately to him or her in a single cash distribution. Any Stock Equivalent Units allocated to the Director’s account will be converted into an amount of cash equal to the product of the number of Stock Equivalent Units allocated to his or her account multiplied by the Fair Market Value of the Common Shares on the date of the distribution. “Fair Market Value” for purposes of this Section 7 means the average of the high and low price quoted for Common Shares as reported in the NASDAQ National Market System on the date of distribution.

VII-4

EX-10.J

Exhibit 10-j

VII. 2005 DIRECTORS’ DEFERRED COMPENSATION

                    The provisions of the Plan and these Rules apply to Directors’ Compensation deferred after December 31, 2004. Directors’ Compensation deferred before January 1, 2005, remains subject to the provisions of the Plan and the Rules as in effect on October 3, 2004.

1. Definitions. The following definitions apply to Directors’ deferred compensation:

(a) “Directors’ Compensation” means all or a portion of the fees (including quarterly retainer fees, meeting fees, stock awards and such special or other fees as may be authorized by the Board of Directors, but excluding Director Options) paid to the Directors by reason of their serving on the Board and, if applicable, on Committees of the Board.

2.	Directors’ Compensation. Each Director will have the option to defer his or her Directors’ Compensation and have it either (i) credited to an account maintained for him or her by Nordson as cash or (ii) allocated to an account maintained for him or her by Nordson as Stock Equivalent Units. Restricted Stock Awards may be deferred in the form of Restricted Stock Units only.
3.	Elections to Defer Directors’ Compensation.

(a)

Time of Election. Any person who is appointed to fill a vacancy on the Board, or is newly elected as a Director, may elect within thirty days after the commencement of his or her term as a Director to defer the receipt of all or a specified portion of his or her Directors’ Compensation earned for services performed for the balance of the year in which the election is made and for succeeding years. Deferral of Restricted Stock Awards must be made prior to or on the grant date of such awards, except in the first instance of a Restricted Stock award, in which case the Director will have thirty (30) days from the date of grant to elect a deferral.

(b)

Duration of an Election. An election to defer Directors’ Compensation will be irrevocable and will continue from year to year until a Director terminates the election by written request or until the end of the year preceding the initial distribution to the Director under the schedule set forth in Section 5(a), whichever first occurs, but, in the event of a termination, the amount theretofore deferred will not be paid to the Director until the dates specified in the schedule set forth in Section 5(a). Any termination of an election by written request shall be effective as of the first day of the year following the year in which the written request is made. Elections to defer Restricted Stock must be made on an annual basis and are irrevocable.

(c) Election to Defer Less than All Directors’ Compensation. In the event that any Director elects to defer less than all of the Directors’ Compensation payable to him or her for any period, Nordson will first pay the non-deferred portion of the Directors’ Compensation to the Director in cash and will only commence to defer his or her Directors’ Compensation, whether as cash or as Stock Equivalent Units, at such time as the entire non-deferred portion has been paid to the Director in cash.

4. Election of Cash, Stock Equivalent Units, or Restricted Stock Units.

(a)	Designation as Cash or Stock Equivalent Units. At the time that each Director makes an election to defer the receipt of all or a specified portion of his or her Directors’ Compensation paid in the form of cash, the Director will designate whether the amount of the cash compensation he or she elects to defer will be credited to his or her account as cash or allocated as Stock Equivalent Units. With respect to Restricted Stock grants, any deferral will be in the form of Restricted Stock Units.
(b)	Change of Designation from Cash to Stock Equivalent Units. Each Director who previously designated cash may at any time elect to have his or her designation changed from cash to Stock Equivalent Units (but not from Stock Equivalent Units to cash) and all or a portion of the cash credited to his or her account converted to Stock Equivalent Units; provided that no such election may be made relating to all or a portion of the cash credited to his or her account within six months of (i) an election to receive an early distribution under Section 5(b) hereof (if such distribution is funded by the conversion of Stock Equivalent Units), (ii) an election to make an intra-plan transfer under Nordson’s Employees’ Savings Trust Plan (“NEST”) of funds held in a Nordson Common Share Fund account into any other Fund under the NEST, or (iii) an election to receive a cash distribution from the NEST, including a loan or hardship withdrawal, which is funded in whole or in part by the liquidation of Common Shares in the participant’s Nordson Common Share Fund account. Upon making such an election, all or the designated portion of the cash credited to a Director’s account will be converted into Stock Equivalent Units based on the Fair Market Value of the Common Shares at the date of conversion. “Fair Market Value” for purposes of this Section 4(b) means the average of the high and low price quoted for Common Shares as reported in the NASDAQ Global Select Market on the date of conversion.
(c)	Cash Credits. Nordson will maintain an account for each Director who elects to defer Directors’ Compensation paid in cash as cash and will credit his or her account (i) on the last day of each month with the amount of cash compensation he or she elects to defer which otherwise would have been paid to him or her during the month and (ii) on the last day of each

	quarter with interest on the balance in this account at a rate equal to the rate of interest of Ten Year Treasury Securities as reported in the Federal Reserve Bank Constant Maturity Series H-15 Report for the last business day of the quarter, paid on the average daily balance in the account during the quarter. A Director whose account is credited with cash shall receive all distributions in cash.
(d)	Stock Equivalent Units. Nordson will maintain an account for each Director who elects to defer Directors’ Compensation (other than Restricted Stock) as Stock Equivalent Units. After a Director makes such an election, Nordson will credit his or her account (i) on the day of each meeting attended by a Director with a number of Stock Equivalent Units equal to the quotient of the amount of meeting fees he or she elects to defer which otherwise would have been paid to him or her divided by the Fair Market Value of the Common Shares on that day (ii) on the last day of each fiscal quarter with a number of Stock Equivalent Units equal to the quotient of the amount of a Director’s retainer he or she elects to defer which otherwise would have been paid to him or her divided by the Fair Market Value of the Common Shares on that day; and (iii)on dividend payment dates with an additional number of Stock Equivalent Units equal to the product of the number of Stock Equivalent Units credited to this account immediately prior to the dividend payment date multiplied by a fraction, the numerator of which is the amount of the dividend per Common Share and the denominator of which is the Fair Market Value of the Common Shares on the dividend payment date. A Director whose account is credited with Stock Equivalent Units shall receive all distributions in Common Shares. “Fair Market Value” for purposes of this Section 4(d) means the average of the high and low price quoted for Common Shares as reported in the NASDAQ Global Select Market on the day the Directors account is credited.
(e)	Restricted Stock Units. Nordson will maintain an account for each Director who elects to defer the receipt of Restricted Stock as Restricted Stock Units. After a Director makes such an election, Nordson will credit his or her account with a number of Restricted Stock Units equal to the Fair Market Value of the Common Shares on the date of grant. On dividend payment dates, Nordson will credit his or her account with an additional number of Restricted Stock Units equal to the product of the number of Restricted Stock Units credited to this account immediately prior to the dividend payment date multiplied by a fraction, the numerator of which is the amount of the dividend per Common Share and the denominator of which is the Fair Market Value of the Common Shares on the dividend payment date. “Fair Market Value” for purposes of this Section 4(e) means the average of the high and low price quoted for Common Shares as reported in the NASDAQ Global Select Market on the day the Directors account is credited. Upon the lapse of restrictions

	accompanying a grant, Nordson will credit the Director’s account with a number of Stock Equivalent Units equal to the number of Restricted Stock Units in the Director’s account, including the additional Restricted Stock Units representing dividends paid during the restriction period.
(e)	Subject to Claims of General Creditors. All Directors’ Compensation deferred and amounts credited to accounts as cash, Stock Equivalent Units or Restricted Stock Units under the terms of this Section 4 will remain part of the assets of Nordson and will be subject to the claims of its general creditors.

5. Distribution.

(a)

Normal Distribution. The account maintained for each Director who elects to defer Directors’ Compensation will be distributed in 16 quarterly installments (the amount of each to equal the balance in his or her account at the particular time divided by the number of remaining installments) beginning with the first day of the month immediately succeeding the month in which that Director ceases to be a Director. The undistributed balance of any account will bear interest at the rate specified in Section 4(c)(ii), or be credited with additional Stock Equivalent Units upon the payment of dividends as provided in Section 4(d), until the account has been completely distributed.

(b)

Early Distribution in Event of Financial Emergency. Notwithstanding the provisions of Section 5(a), a Director may, with the consent of the Committee, withdraw all or a portion of his or her accounts in the event of a financial emergency that is beyond the Director’s control, would cause the Director great hardship if early withdrawal were not permitted, and qualifies as an “unforeseeable emergency” within the meaning of Code Section 409A(a)(2)(B)(ii); provided that, no election to receive such an early withdrawal will be permitted if it would be funded, in whole or in part, by the conversion of Stock Equivalent Units into cash and such election occurs within six months of an election to have all or any portion of the Director’s cash account converted into Stock Equivalent Units or an election to make an intra-plan transfer under the NEST of funds from any Fund into the participant’s Nordson Common Share Fund account. Any such early withdrawal shall be in the form of a cash distribution, with any Stock Equivalent Units converted into cash on the basis set forth in Section 5(b), and will be limited to the amount necessary to meet the emergency.

6. Death of a Director. A Director may elect whether, in the event of his or her death prior to the expiration of the period during which his or her account balance is distributable, the account balance will be distributed to his or her estate (or designated beneficiary) in a single distribution or in the installments contemplated

by Section 5(a). Such election will be made at the time of the election contemplated by Section 3; if no such election is made, the account balance will be distributed in a single distribution.

7.

Non-Competition. In the event a Director ceases to be a Director and becomes a proprietor, officer, partner, or employee of, or otherwise becomes affiliated with, any business that is in competition with the Company, his or her account balance will be distributed immediately to him or her in a single cash distribution. Any Stock Equivalent Units allocated to the Director’s account will be converted into an amount of cash equal to the product of the number of Stock Equivalent Units allocated to his or her account multiplied by the Fair Market Value of the Common Shares on the date of the distribution. “Fair Market Value” for purposes of this Section 7 means the average of the high and low price quoted for Common Shares as reported in the NASDAQ Global Select Market on the date of distribution.

EX-10.O

Exhibit 10-o

SUPPLEMENTAL RETIREMENT AGREEMENT
BETWEEN NORDSON CORPORATION AND MICHAEL F. HILTON

DATED AS OF DECEMBER 9, 2009

          This Supplemental Retirement Agreement Between Nordson Corporation and Michael F. Hilton (the “Agreement”), dated as of December 9, 2009, is made and entered into by and between Nordson Corporation, an Ohio corporation (the “Company”), and Michael F. Hilton (the “Executive”).

1.	Purpose. The purpose of this Agreement is to provide for treatment of Executive as fully-vested under the Nordson Corporation Salaried Employee Pension Plan (the “Pension Plan”) and the Nordson Corporation Amended and Restated 2005 Excess Defined Benefit Pension Plan (the “Pension SERP”) in the event that his employment under that certain Employment Agreement between the Company and Executive (the “Employment Agreement”) is terminated, under certain circumstances, prior to the attainment of full vesting under the Pension Plan and Pension SERP.
2.	Eligibility to Participate. Only Michael F. Hilton shall be eligible to participate in the arrangement under this Agreement.
3.	Relationship To Pension Plan, Pension SERP and Employment Agreement. To the extent necessary to interpret this Agreement and the obligations set forth herein, the written terms and definitions contained in the Pension Plan, the Pension SERP and the Employment Agreement are hereby incorporated by reference herein. However, this Agreement explicitly does not amend or otherwise alter the Pension Plan, the Pension SERP or the Employment Agreement in any respect. To the extent that this Agreement sets forth benefit obligations to Executive that are different from those set forth in the Pension Plan or the Pension SERP, such differing obligations shall relate only to Executive and shall have no applicability with respect to any other participant under the Pension Plan or the Pension SERP.
4.	Supplemental Benefit Entitlement. Executive shall be entitled to the benefits described under Section 5 of this Agreement in the event that he experiences a Termination due to Death, Termination due to Disability, Termination without Cause, or Resignation with Good Reason (as each is respectively defined under the Employment Agreement, and whether or not such event occurs in connection with a Change in Control) prior to becoming one hundred percent (100%) vested in benefits under the Pension Plan or the Pension SERP. In the event of Executive’s Termination due to Death, the benefit entitlement described under Section 5 of this Agreement shall be owed to Executive’s spouse (or if he has no spouse as of such time, his estate).

5. Total Supplemental Benefit Amount. The Total Supplemental Benefit payable under this Agreement shall be equal to the sum of (a) the Supplemental Pension Benefit and (b) the Supplemental SERP Benefit, as described below.

a. Supplemental Pension Benefit. The Supplemental Pension Benefit shall be equal to the difference between (i) and (ii):

i.	The benefit to which Executive would be entitled under the Pension Plan if he were one hundred percent (100%) vested thereunder; and
ii.	The benefit to which Executive actually is entitled under the Pension Plan.

b. Supplemental SERP Benefit. The Supplemental SERP Benefit shall be equal to the difference between (i) and (ii):

i.	The benefit to which Executive would be entitled under the Pension SERP if he were one hundred percent (100%) vested thereunder; and
ii.	The benefit to which Executive actually is entitled under the Pension SERP.

c.	Example. Assume that Executive experiences a Termination without Cause at the end of his third year of employment. Under this Agreement, he would not receive a benefit from or under the Pension Plan. However, instead, he would receive a benefit under this Agreement equal to the benefit that he would have received under the Pension Plan had he been fully vested under the Pension Plan based upon three (3) years of benefit accrual service. This is referred to as the Supplemental Pension Benefit and is described in Section 5(a) above.
	In addition, Executive would receive a benefit under the Pension SERP equal to the benefit that he otherwise would have received under the Pension SERP had he been fully vested in such benefit (again, computed based on three years of benefit accrual service). This is referred to as the Supplemental SERP Benefit and is described in Section 5(b) above.
d.	Modification of Supplemental Pension Benefit and Supplemental SERP Benefit In Event of Change in Control. In the event that at Change in Control (as defined under the Change-in-Control Retention Agreement between the Company and Executive (“Change-in-Control Retention Agreement”)) occurs, and Executive experiences a Termination without Cause or Resignation for Good Reason (as defined under the Employment Agreement within two (2) years following the effective date of a Change in Control, the Supplemental Pension Benefit and Supplemental SERP Benefit described above shall be calculated by crediting Executive with an additional two (2) years service credit and adding an additional two (2) years to Executive’s age.

6. Survivor Benefit. In the event that Executive dies prior to the termination of the Employment Agreement, as well as prior to the attainment of full vesting under the

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Pension Plan and Pension SERP, Executive’s spouse shall be entitled to the benefits described in Section 5 of this Agreement based upon Executive’s benefit accrual service earned as of his date of death. Such benefits shall be paid to Executive’s spouse in the same amount and in the same form, and at the same time, all as prescribed under Section 3A.1 of the Pension SERP.

7. Supplemental Benefit Commencement. Payment of the benefits described in Section 5 of this Agreement shall commence as soon as administratively practicable following Executive’s Date of Termination under the Employment Agreement (but in any event shall be paid in the same calendar year in which such Date of Termination occurs); provided, however, that any benefit payable under this Agreement shall comply with the following restrictions:

a.

If Executive’s termination or resignation does not constitute a “separation from service,” as such term is defined under Section 409A of the Internal Revenue Code (the “Code”), Executive shall nevertheless be entitled to receive all of the payments and benefits that Executive is entitled to receive under Section 5 of this Agreement on account of his termination of employment prior to the attainment of full vesting under the Pension Plan and Pension SERP. However, the benefits that Executive is entitled to under Section 5 of this Agreement shall not be provided to Executive until such time as Executive has incurred a “separation from service” within the meaning of Section 409A of the Code. Unless otherwise indicated under this Agreement, any payments to which Executive is entitled under Section 5 of this Agreement shall be made as soon as administratively practicable following Executive’s separation from service.

b.

Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” (as defined by Section 409A of the Code) at the time of his termination of employment under the Employment Agreement (or, if later, his “separation from service” under Section 409A of the Code), to the extent that a benefit under Section 5 of this Agreement is considered to provide for a “deferral of compensation” (as determined under Section 409A of the Code), then such benefit shall not be paid or provided until six months after Executive’s separation from service, or his death, whichever occurs first. Any benefits that are withheld under this provision for the first six months shall be payable in a lump sum on the 181st day after such termination of employment (or, if later, separation from service).

	Section 7(g) and (h) of the Employment Agreement and the restrictions contained therein are specifically incorporated by reference herein, and any benefit payable under this Agreement shall commence only after such restrictions have been satisfied.
8.	Form of Payment for Supplemental Benefits. The benefits described in Section 5 of this Agreement shall be paid in the form elected by Executive and shall be subject to the restrictions set forth in Sections 2.4 and 2.5 of the Pension SERP. Executive hereby elects to receive the benefits described in Section 5 of this Agreement in a single lump sum.

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9.	Nonduplication of Benefits. To the extent, and only to the extent, a payment or benefit that is paid or provided under this Agreement would also be paid or provided under the terms of the applicable plan, program, agreement or arrangement, including, without limitation, the Change-in-Control Retention Agreement, such applicable plan, program, agreement or arrangement will be deemed to have been satisfied by the payment made or benefit provided under this Agreement.
10.	Source Of Benefits Under This Agreement. The benefits described in Section 5 of this Agreement shall be paid by the Company from its general assets at the time and manner provided herein. Benefits hereunder shall not be subject to assignment, pledge, alienation or anticipation by Executive, his spouse or his estate. Neither Executive, his spouse or his estate shall have, by reason of this Agreement, any right, title or interest of any kind in or to any property of the Company. To the extent that Executive has a right to receive payments from the Company under this Agreement, such right shall be no greater than the right of a general unsecured creditor.
11.	Administration. The Compensation Committee of the Company (the “Committee”) shall be the “administrator” of this Agreement, as such term is defined under Section 3(16) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
12.	Amendment and Termination. This Agreement may be amended or terminated by mutual written agreement between the Company and Executive; provided, however, that any such amendment or termination shall comply with Section 409A of the Code. Notwithstanding the foregoing, at such time as Executive becomes one hundred percent (100%) vested in benefits under both the Pension Plan or the Pension SERP, the Company shall no longer have any obligations under this Agreement and this Agreement shall terminate. In such case, no benefits shall be payable from or under this Agreement.
13.	Withholding. The Company shall have the right to deduct from any payment in accordance with this Agreement any amount required to satisfy its obligation to withhold federal, state and local taxes.
14.	Construction. This Agreement is intended to qualify as a plan maintained for the benefit of a select group of management or highly compensated employees within the meaning of ERISA, and shall be construed in accordance with such intention.

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15. Effective Date. This Agreement shall be effective January __, 2010.

          IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

NORDSON CORPORATION

By:

Name:

Title:

EXECUTIVE

Address:

097488, 000001, 103099386.7

5

EX-21

Exhibit 21

NORDSON CORPORATION

Subsidiaries of the Registrant

The following table sets forth the subsidiaries of the Registrant (each of which is included in the Registrant’s consolidated financial statements), and the jurisdiction under the laws of which each subsidiary was organized.

Jurisdiction
of Incorporation	Name
INTERNATIONAL: Australia		Nordson Australia Pty. Limited
Austria		Nordson Osterreich GmbH(1)
Belgium		Nordson Benelux S.A./N.V.
Brazil		Nordson do Brasil Industria e Comercio Ltda.
Canada		Nordson Canada Limited
China		Nordson (China) Co., Ltd.
China		Dage Test Systems (Suzhou) Co. Ltd.(2)
China		Dage Trading (Suzhou) Co. Ltd.(2)
Colombia		Nordson Andina Limitada
Czech Republic		Nordson CS, spol.s.r.o.
Denmark		Nordson Danmark A/S
Finland		Nordson Finland Oy
France		Nordson France S.A.S.
France		Dosage 2000(3)
Germany		Nordson Deutschland GmbH(4)
Germany		Nordson Engineering GmbH(5)
Germany		Dage Deutschland GmbH(6)
Germany		Nordson Holdings S.a.r.l. & Co. KG(7)
Germany		Picodostec GmbH(8)
Germany		G L T Gesellschaft für Löttechnik mbH(8)
Hong Kong		Nordson Application Equipment, Inc.
Hong Kong		Nordson Asia Pacific, Ltd.
India		Nordson India Private Limited
Italy		Nordson Italia S.p.A.
Japan		Nordson K.K.
Japan		Nordson Asymtek K.K.
Japan		Dage Arctek(2)
Luxembourg		Nordson European Holdings Luxembourg Sarl
Luxembourg		Nordson Sarl(9)
Luxembourg		Nordson Luxembourg Sarl(10)
Malaysia		Nordson (Malaysia) Sdn. Bhd.
Mexico		Nordson de Mexico, S.A. de C.V.
The Netherlands		Nordson Benelux B.V.
The Netherlands		Nordson B.V.
New Zealand		Nordson New Zealand
Norway		Nordson Norge A/S
Poland		Nordson Polska Sp.z.o.o.
Portugal		Nordson Portugal Equipamento Industrial, Lda.
Russia		Nordson Russia Limited Liability Company
Singapore		Nordson S.E. Asia (Pte.) Ltd.
Singapore		Dage (SEASIA) Pte. Ltd.(2)

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Subsidiaries of the Registrant — Continued

Jurisdiction
of Incorporation	Name
INTERNATIONAL:
South Africa		MLT Systems Holdings (Pty.) Limited
South Korea		Nordson Korea
Spain		Nordson Iberica, S.A.
Sweden		Nordson AB
Switzerland		Nordson (Schweiz) A.G.(11)
United Kingdom		Nordson (U.K.) Limited
United Kingdom		Dage Holdings Limited
United Kingdom		Dage Precision Industries Ltd.(6)
DOMESTIC:
California		Asymptotic Technologies, Inc.(12)
California		March Plasma Systems, Inc.
California		H.P. Solutions, Inc.(13)
California		Dage Precision Industries, Inc.(6)
California		YESTech, Inc.
Ohio		Nordson U.S. Trading Company
Rhode Island		Nordson EFD LLC. (14)
Rhode Island		EFD, International, Inc.(3)

Ownership Legend

(1)  Name changed effective May 2010

(2)  Owned by Dage Precision Industries Limited

(3)  Owned by Nordson EFD LLC

(4)  Owned by Nordson Engineering GmbH and Nordson Holdings S.a.r.l. & Company KG

(5)  Owned by Nordson Holdings S.a.r.l. & Company KG

(6)  Owned by Dage Holdings Limited

(7)  Owned by Nordson Sarl and Nordson Luxembourg Sarl

(8)  Owned by Nordson Deutschland GmbH

(9)  Owned by Nordson Luxembourg Sarl

(10) Owned by Nordson European Holdings Luxembourg Sarl

(11) Owned by Nordson Benelux S.A./N.V.

(12) Doing business as Nordson Asymtek

(13) Doing business as H.F. Johnston Manufacturing, Inc.

(14) Previously known as Electron Fusion Devices, Inc.

81

EX-23

Exhibit 23

NORDSON CORPORATION

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1.	Registration Statement (Form S-8 No. 333-167406) pertaining to the Nordson Employees’ Savings Trust Plan and Nordson Hourly-Rated Employees’ Savings Trust Plan;
2.	Registration Statement (Form S-8 No. 33-18309) pertaining to the Nordson Employees’ Savings Trust Plan;
3.	Registration Statement (Form S-8 No. 33-33481) pertaining to the Nordson Hourly-Rated Employees’ Savings Trust Plan;
4.	Registration Statement (Form S-8 No. 33-67780) pertaining to the Nordson Corporation 1993 Long-Term Performance Plan; and
5.	Registration Statement (Form S-8 No. 333-119399) pertaining to the Nordson Corporation 2004 Long-Term Performance Plan

of our reports dated December 17, 2010, with respect to the consolidated financial statements and schedule of Nordson Corporation and the effectiveness of internal control over financial reporting of Nordson Corporation included in the Annual Report (Form 10-K) for the year ended October 31, 2010.

Cleveland, Ohio

December 17, 2010

82

EX-31.1

Exhibit 31.1

Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Michael F. Hilton, certify that:

1. I have reviewed this Annual Report on Form 10-K of Nordson Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Michael F. Hilton

Michael F. Hilton

President and Chief Executive Officer

Date: December 17, 2010

83

EX-31.2

Exhibit 31.2

Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities

Exchange Act of 1934, as Adopted Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Gregory A. Thaxton, certify that:

1. I have reviewed this Annual Report on Form 10-K of Nordson Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Gregory A. Thaxton

Gregory A. Thaxton

Vice President, Chief Financial Officer

Date: December 17, 2010

84

EX-32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Nordson Corporation (the “Company”) on Form 10-K for the year ended October 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael F. Hilton, president and chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Michael F. Hilton

Michael F. Hilton

President and Chief Executive Officer

December 17, 2010

85

EX-32.2

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Nordson Corporation (the “Company”) on Form 10-K for the year ended October 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory A. Thaxton, vice president, chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Gregory A. Thaxton

Gregory A. Thaxton

Vice President, Chief Financial Officer

December 17, 2009

86

EX-99.A

Exhibit 99-a

For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned Registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into Registrant’s Registration Statements on Form S-8 Nos; 33-18309 (Employees Savings Trust Plan); and 33-33481 (Hourly-Rated Employees Savings Trust Plan):

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.