NORDSON CORP. SECOND RESTATED RIGHTS AGREEMENT (2005-12-22)
THIS AMENDMENT TO SECOND RESTATED RIGHTS AGREEMENT (this _Amendment_ ), dated as of December 20, 2005, is between Nordson Corporation, an Ohio corporation (the _Company_ ), and National City Bank, a national banking association, as rights agent (the _Rights Agent_ ) under the Second Restated Rights Agreement, dated as of May 21, 2003, between the Company and the Rights Agent (the _Rights Agreement_ ).