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<SEC-DOCUMENT>0000310354-01-500014.txt : 20010514
<SEC-HEADER>0000310354-01-500014.hdr.sgml : 20010514
ACCESSION NUMBER:		0000310354-01-500014
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010331
FILED AS OF DATE:		20010511

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANDEX INTERNATIONAL CORP/DE/
		CENTRAL INDEX KEY:			0000310354
		STANDARD INDUSTRIAL CLASSIFICATION:	REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580]
		IRS NUMBER:				310596149
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		
		SEC FILE NUMBER:	001-07233
		FILM NUMBER:		1629630

	BUSINESS ADDRESS:	
		STREET 1:		6 MANOR PKWY
		CITY:			SALEM
		STATE:			NH
		ZIP:			03079
		BUSINESS PHONE:		6038939701
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>mar10q01.txt
<TEXT>


                                 FORM 10-Q


                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended March 31, 2001        Commission File Number 1-7233


                     STANDEX INTERNATIONAL CORPORATION
          (Exact name of Registrant as specified in its Charter)


  DELAWARE                                                31-0596149
(State of incorporation)             (I.R.S. Employer Identification No.)



6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE                             03079
(Address of principal executive offices)                      (Zip Code)



                              (603) 893-9701
           (Registrant's telephone number, including area code)


     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 (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.  YES   X .
NO  __.


     The number of shares of Registrant's Common Stock outstanding on March
31, 2001 was 12,069,466.


                     STANDEX INTERNATIONAL CORPORATION

                                 I N D E X

                                                               Page No.
PART I.   FINANCIAL INFORMATION:

Item 1.
 Statements of Consolidated Income for the Three
 and Nine Months Ended March 31, 2001 and 2000                    2

 Consolidated Balance Sheets as of March 31, 2001
 and June 30, 2000                                                3

 Statements of Consolidated Cash Flows for the
 Nine Months Ended March 31, 2001 and 2000                        4

 Notes to Financial Information                                 5-7

Item 2.
 Management's Discussion and Analysis                          8-10

Item 3.
 Quantitative and Qualitative Disclosures About
 Market Risk                                                     11


PART II.  OTHER INFORMATION:

Item 6.
 Exhibits and Reports on Form 8-K                                12

<TABLE>
                      PART I.  FINANCIAL INFORMATION

                     STANDEX INTERNATIONAL CORPORATION
                     Statements of Consolidated Income
                               (000 Omitted)
<CAPTION>

                                   Three Months Ended   Nine Months Ended
                                        March 31            March 31
                                     2001      2000       2001      2000
<S>                               <C>       <C>        <C>       <C>
Net Sales                         $140,233  $158,158   $450,164  $479,011
Cost of Products Sold               95,392   106,234    302,775   322,139
Gross Profit Margin                 44,841    51,924    147,389   156,872
Selling, General and
  Administrative Expenses           35,405    37,838    108,350   112,665
Income from Operations               9,436    14,086     39,039    44,207
Other Income/(Expense):
 Gain on Stock Received                  0         0          0     2,734
 Interest Expense                   (2,914)   (2,820)    (8,922)   (8,291)
 Interest Income                        76        83        256       307
Other Income/(Expense) - net        (2,838)   (2,737)    (8,666)   (5,250)
Income Before Income Taxes           6,598    11,349     30,373    38,957
Provision for Income Taxes           2,561     4,889     11,745    15,367
Net Income                        $  4,037   $ 6,460    $18,628   $23,590
Earnings Per Share:
 Basic                            $    .34   $   .52    $  1.53   $  1.85
 Diluted                          $    .33   $   .51    $  1.51   $  1.84

Cash Dividends Per Share          $    .21   $   .20    $   .62   $   .59

</TABLE>
<TABLE>
                     STANDEX INTERNATIONAL CORPORATION
                        Consolidated Balance Sheets
                               (000 Omitted)
<CAPTION>
                                                      March 31     June 30
                                                        2001        2000
              ASSETS

CURRENT ASSETS:
 <S>                                                  <C>        <C>
 Cash and cash equivalents                            $ 11,610   $ 10,438
 Receivables, net of allowances for
doubtful accounts                                       91,113    104,431
   Inventories (approximately 45%
   finished goods, 20% work in
   process, and 35% raw materials and
   supplies)                                           105,483    112,201
 Prepaid expenses                                        7,983      4,316
    Total current assets                               216,189    231,386

PROPERTY, PLANT AND EQUIPMENT                          262,604    259,642
 Less accumulated depreciation                         150,450    147,505
    Property, plant and equipment, net                 112,154    112,137

OTHER ASSETS:
 Prepaid pension cost                                   42,002     38,334
 Goodwill, net                                          29,919     31,184
 Other                                                  10,280     11,159
    Total other assets                                  82,201     80,677

      TOTAL                                           $410,544   $424,200

 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Notes payable and current portion of long-term debt   $ 2,818    $ 2,356
 Accounts payable                                       28,059     36,495
 Income taxes                                            3,631      5,357
 Accrued expenses                                       38,074     42,168
    Total current liabilities                           72,582     86,376

LONG-TERM DEBT (less current portion included above)   149,799    153,436

DEFERRED INCOME TAXES AND OTHER LIABILITIES             19,690     19,573

STOCKHOLDERS' EQUITY:
 Common stock                                           41,976     41,976
 Additional paid-in capital                              9,440      9,275
 Retained earnings                                     374,344    363,303
 Accumulated other comprehensive income                 (9,353)    (7,965)
 Less cost of treasury shares                         (247,934)  (241,774)
    Total stockholders' equity                         168,473    164,815
      TOTAL                                           $410,544   $424,200
</TABLE>
<TABLE>

                     STANDEX INTERNATIONAL CORPORATION

                   STATEMENTS OF CONSOLIDATED CASH FLOWS
                               (000 OMITTED)
<CAPTION>
                                                        Nine Months Ended
                                                              March 31
                                                         2001       2000
Cash Flows from Operating Activities:
 <S>                                                   <C>       <C>
 Net income                                            $18,628   $ 23,590
 Depreciation and amortization                          10,180     10,355
 Net changes in assets and liabilities                    (721)    (4,011)
     Net Cash Provided by Operating Activities          28,087     29,934

Cash Flows from Investing Activities:
 Expenditures for property and equipment               (10,781)   (16,213)
 Expenditures for acquisitions and other                   882        208
     Net Cash Used for Investing Activities             (9,899)   (16,005)

Cash Flows from Financing Activities:
 Proceeds from additional borrowings                     4,190     11,537
 Net payments of debt                                   (7,365)    (7,614)
 Cash dividends paid                                    (7,587)    (7,552)
 Purchase of treasury stock                             (9,160)    (8,190)
 Other, net                                              3,164      1,614
     Net Cash Used for Financing Activities            (16,758)   (10,205)

Effect of Exchange Rate Changes on Cash                   (258)      (353)

Net Change in Cash and Cash Equivalents                  1,172      3,371

Cash and Cash Equivalents at Beginning of Year          10,438      5,909

Cash and Cash Equivalents at March 31                  $11,610    $ 9,280


Supplemental Disclosure of Cash Flow Information:
 Cash paid during the nine months for:
    Interest                                           $ 9,386    $ 8,854
    Income taxes                                       $13,471    $13,507

</TABLE>
                      NOTES TO FINANCIAL INFORMATION


1.   Management Statement

  The financial statements as reported in Form 10-Q reflect all
  adjustments (including those of a normal recurring nature) which are, in
  the opinion of management, necessary to a fair statement of results for
  the three and nine months ended March 31, 2001 and 2000.

  These financial statements should be read in conjunction with the
  audited financial statements as of June 30, 2000.  Accordingly, footnote
  disclosures that would substantially duplicate the disclosures contained
  in the latest audited financial statements have been omitted from this
  filing.
<TABLE>
2.   Per Share Calculation

  The following table sets forth the number of shares (in thousands) used
  in the computation of basic and diluted earnings per share:
<CAPTION>
                                     Three Months Ended  Nine Months Ended
                                           March 31          March 31
                                       2001      2000      2001    2000
      Basic - Average Shares
        <S>                          <C>       <C>        <C>     <C>
        Outstanding                  12,108    12,649     12,199  12,779
      Effect of Dilutive Securities:
        Stock Options                   187        72        163      74

      Diluted - Average Shares
        Outstanding                  12,295    12,721     12,362  12,853


  Both basic and diluted incomes are the same for computing earnings per
  share.
</TABLE>
<TABLE>
<CAPTION>

  Cash dividends per share have been computed based on the shares
  outstanding at the time the dividends were paid.  The shares (in
  thousands) used in this calculation for the three months and nine months
  ended March 31, 2001 and 2000 were as follows:

                                      2001       2000
         <S>                         <C>         <C>
         Quarter                     12,114      12,665
         Year-to-date                12,238      12,801
</TABLE>

3.   Contingencies

  The Company is a party to various claims and legal proceedings related
  to environmental and other matters generally incidental to its business.
  Management has evaluated each matter based, in part, upon the advice of
  its independent environmental consultants and in-house counsel and has
  recorded an appropriate provision for the resolution of such matters in
  accordance with Statement of Financial Accounting Standards (SFAS) No.
  5, "Accounting for Contingencies."  Management believes that such
  provision is sufficient to cover any future payments, including legal
  costs, under such proceedings.

4.Comprehensive Income

  In addition to net income, the only item that would be included in
  comprehensive income is foreign currency translation adjustments.  For
  the nine months ended March 31, 2001 and 2000, comprehensive income
  totaled approximately $17,240,000 and $21,723,000 respectively.

5.Restructuring Charge

  In June 2000, the Company recorded a restructuring charge of $5,408,000
  before taxes.  The restructuring plan involved the:  (1) disposal,
  closing or elimination of certain under-performing and unprofitable
  operating plants, product lines, manufacturing processes and businesses;
  (2) realignment and consolidation of certain marketing and distribution
  activities; and (3) other cost containment actions, including selective
  personnel reductions.  The charge was recorded in the line item
  "Restructuring charge (credit)" on the Statements of Consolidated Income
  of the 2000 Annual Report.  As part of this restructuring the Company
  sold for cash the assets and operations of its Keller-Dorian and Goyot
  subsidiaries in September.

<TABLE>
  The following schedule reflects the Company's restructuring activities
  (in thousands) since the charge was recorded:
<CAPTION>
                             Involuntary
                             Employee
                             Severance and  Asset      Shutdown
                             Benefit Costs  Impairment Costs     Total

 <S>                           <C>          <C>        <C>       <C>
 Reserve beginning balance     $1,036       $3,775     $597      $5,408

 Expended:
  Cash                            683                   504       1,187
  Non cash
   (disposals and write-offs)                1,779                1,779
       Total                      683        1,779      504       2,966

 Estimated remaining costs
   to be incurred              $  353       $1,996     $ 93      $2,442


  The Company believes that all remaining costs will be incurred by the
  end of fiscal 2001.

</TABLE>
<TABLE>
6.Industry Segment Information

  The Company is composed of three product segments.  Net sales include
  only transactions with unaffiliated customers and include no
  intersegment sales.  Operating income by segment excludes general
  corporate expenses, interest expense and income, and the gain on stock
  received.
<CAPTION>
                                                     Net Sales
                                     Three Months Ended   Nine Months Ended
                                          March 31            March 31
          Segment                       2001      2000      2001     2000
          <S>                       <C>       <C>         <C>      <C>
          Food Service              $ 35,966  $  35,730   $109,543 $107,571
          Industrial                  54,766     68,864    180,887  202,484
          Consumer                    49,501     53,564    159,734  168,956
               Total                $140,233  $ 158,158   $450,164 $479,011
</TABLE>
<TABLE>
<CAPTION>                                       Income From Operations
                                      Three Months Ended  Nine Months Ended
                                          March 31            March 31

          Segment                      2001      2000       2001     2000
          <S>                       <C>        <C>        <C>      <C>
          Food Service              $  3,077   $  3,169   $  9,945 $  8,997
          Industrial                   4,700      7,688     19,918   22,282
          Consumer                     3,434      5,929     15,077   20,723
          Corporate                   (1,775)    (2,700)    (5,901)  (7,795)
               Total                $  9,436   $ 14,086   $ 39,039 $ 44,207
</TABLE>
  7.   Derivative Instruments and Hedging Activities

     Effective July 1, 2000, the Company adopted Statement of Financial
     Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
     Instruments and Hedging Activities."  Standex manages its debt
     portfolio by using interest rate swaps to achieve an overall desired
     position of fixed and floating rate debt to reduce certain exposures
     to interest rate fluctuations.  Standex designates its interest rate
     swaps as cash flow hedge instruments, whose recorded value in the
     consolidated balance sheet approximates fair market value.  The
     Company assesses the effectiveness of its hedge instruments on a
     quarterly basis.  For the quarter ended March 31, 2001, the Company
     completed an assessment of the cash flow hedge instruments and
     determined these hedges to be highly effective.  The Company also
     determined the ineffective portion of the hedge to be immaterial.
     Forward foreign currency exchange contracts are used by the Company to
     protect certain anticipated foreign cash flows, such as dividends and
     loan payments from subsidiaries, against movements in the related
     exchange rates.  The Company enters into such contracts for hedging
     purposes only.  The Company does not hold or issue derivative
     instruments for trading purposes.  At March 31, 2001, the Company had
     no significant forward foreign currency contracts.  The cumulative
     effect of a change in accounting principles due to adoption of SFAS
     No. 133 as of July 1, 2000 did not have a significant impact on
     earnings for the three month or nine month periods ended March 31,
     2001.

  8.   Subsequent Event

     Effective April 1, 2001 the Company purchased all of the Common Stock
     of ATC-Frost Magnetics Inc. of Oakville, Ontario, Canada for a
     combination of stock and cash.  The acquisition will be accounted for
     as a purchase and was not significant with respect to the Company's
     consolidated financial statements.


                     STANDEX INTERNATIONAL CORPORATION


                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations


Statements contained in the following "Management's Discussion and
Analysis" that are not based on historical facts are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995.  Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "will," "expect," "believe,"
"estimate," "anticipate," "continue," or similar terms or variations of
those terms or the negative of those terms.  There are many factors that
affect the Company's business and the results of its operations and may
cause the actual results of operations in future periods to differ
materially from those currently expected or desired.  These factors include
uncertainties in competitive pricing pressures, general domestic and
international business and economic conditions and market demand.


MATERIAL CHANGES IN FINANCIAL CONDITION

During the first nine months of fiscal 2001 the Company invested $10.8
million in plant and equipment, paid down $3.2 million of debt, repurchased
$9.2 million of the Company's Common Stock and paid out $7.6 million in
cash dividends to the Company's shareholders.  These expenditures were
primarily funded with net operating cash flows of $28.1 million.  The
Company intends to continue its policy of using its funds to make
acquisitions when conditions are favorable, invest in property, plant and
equipment, pay dividends and purchase its Common Stock.

New Accounting Pronouncements - Effective July 1, 2000, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities."  The adoption of SFAS
No. 133, which did not have a material effect on the Company's financial
position or results of operations, is more fully described in the Notes to
Financial Information.

In December 1999, the Securities and Exchange Commission (the "SEC")
released Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
Financial Statements."  SAB No. 101 summarizes certain of the SEC's views
in applying generally accepted accounting principles to revenue recognition
in financial statements and was effective for the Company in fiscal 2001.
The adoption of SAB No. 101 did not have a material effect on the Company's
Consolidated Financial Statements.


OPERATIONS


                       Quarter Ended March 31, 2001
              As Compared to the Quarter Ended March 31, 2000

Net sales for the quarter ended March 31, 2001 decreased by approximately
$17.9 million or 11.3% from sales of $158.2 million for the quarter ended
March 31, 2000 reflecting the economic slowdown apparent in the global
marketplace.  The effect, on net sales, of changes in the average foreign
exchange rates was not significant.

Net sales in the Food Service segment of $36 million were level with the
prior year.  Consumer segment net sales decreased to $49.5 million from
$53.6 million in the prior period.  The decrease was primarily the result
of the impact of lower housing starts on our Air Distribution business.
Industrial segment net sales decreased $14.1 million to $54.8 million.  The
decrease was reflective of the slowdown within the automotive, trucking and
telecommunications industries.

The gross profit margin percentage (GPMP) decreased slightly to 32% from
33% in the prior year.  Segment changes in GPMP were not individually
significant.

Consolidated selling, general and administrative expenses (SG&A) increased
to 25.2% of net sales from 23.9% in the prior period.  However, SG&A
decreased by $2.4 million from the comparable quarter last year,
reflecting, in part, the impact of lower sales volumes and, in part, the
results of cost containment efforts.  Each segment reflected these changes.

As a result of the above, operating income was $9.4 million compared to
$14.1 million in the prior year, a decrease of 33.0%.

An increase of 3.3% in interest expense for the quarter was a result of an
increase in interest rates when compared to the previous year partially off-
set by a decrease in average outstanding debt.

Pre-tax income decreased to $6.6 million in the current period versus $11.3
million in the comparable prior period.  The effective tax rate decreased
to 38.8% compared to 43.1% in the prior year since a larger portion of the
Company's income this year was generated in lower taxed countries.

As a result of the above, net income was $4.0 million for the quarter ended
March 31, 2001 compared to $6.5 million for the quarter ended March 31,
2000.


                         Nine Months Ended March 31, 2001
            As Compared to the Nine Months Ended March 31, 2000

For the nine months ended March 31, 2001, sales totaled $450.2 million
compared to $479.0 million for the previous fiscal year.  The decrease in
sales reflect primarily the general economic slowdown apparent in the
global marketplace.  The effect of changes in average foreign exchange
rates between periods was not significant.

Net sales in the Food Service segment increased by $2.0 million reflecting
a general improvement in the segment following a difficult twelve months.
Consumer segment net sales decreased by $9.2 million or 5.5%, and
Industrial segment net sales decreased by $21.6 million or 10.7%.  The
decrease in the Consumer segment sales is primarily the result of the
impact of lower housing starts on our Air Distribution business.
Industrial segment net sales were adversely affected by slowdowns in the
automotive, trucking and telecommunications sectors.

The Company's GPMP remained stable at approximately 33%.  Changes in
segment GPMPs were not individually significant.

Consolidated SG&A remained unchanged as a percentage of net sales at
approximately 24%.  However, SG&A decreased by $4.3 million for the same
reasons as described in the quarterly discussion above.  Segment variances
were not individually significant.

As a result of the above, operating income was $39.0 million compared to
$44.2 million in the prior year, a decrease of 11.7%.

During the prior nine months, other income of $2.7 million was recorded
resulting from the receipt of marketable stock of an insurance company, in
which Standex owned life policies, that "demutualized" by converting from a
mutual company to a stock company.

Interest expense increased by 7.6% or $600,000 in the latest nine-month
period compared to the same period last year for the same reasons described
in the quarterly discussion.

Pre-tax income decreased to $30.4 million from $39.0 million in the prior
year.  The effective tax rate decreased slightly to 38.7% from 39.4% in the
comparable prior period primarily for the same reason described in the
quarterly discussion.

Due to the above factors, net income was $18.6 million compared to $23.6
million in the prior year.


    ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is exposed to a number of market risks, primarily the effects
of changes in foreign currency exchange rates and interest rates.
Investments in foreign subsidiaries and branches, and their resultant
operations, denominated in foreign currencies, create exposures to changes
in exchange rates.  The Company's use of its bank credit agreements creates
an exposure to changes in interest rates.  The effect of changes in
exchange rates and interest rates on the Company's earnings has been
relatively insignificant compared to other factors that also affect
earnings, such as business unit sales and operating margins.  The Company
does not hold or issue financial instruments for trading, profit or
speculative purposes.

There have been no significant changes in the exposure to changes in both
foreign currency and interest rates from June 30, 2000 to March 31, 2001.


                        PART II.  OTHER INFORMATION


                 ITEM 6.  Exhibits and Reports on Form 8-K


(a) Exhibits

                 10.  (a)  Standex International Corporation Executive
             Security Program between the Company and certain named
             executive officers, as amended and restated effective January
             31, 2001;

                      (b)  Standex International Corporation Executive
             Life Insurance Plan between the Company and certain named
             executive officers, as amended and restated effective January
             31, 2001.

(b)  Reports on Form 8-K

     The Company filed no reports on Form 8-K with the Securities and
     Exchange Commission during the quarter ended March 31, 2001.



                     ALL OTHER ITEMS ARE INAPPLICABLE


                     STANDEX INTERNATIONAL CORPORATION



                            S I G N A T U R E S




     Pursuant to the requirements 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.


                                   STANDEX INTERNATIONAL CORPORATION


Date:  May 11, 2001                /s/ Robert R. Kettinger
                                   Robert R. Kettinger
                                   Corporate Controller



Date:  May 11, 2001                /s/ Edward F. Paquette
                                   Edward F. Paquette
                                   Vice President/CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10aesc.txt
<TEXT>





                                                EXHIBIT 10(a)






















                STANDEX INTERNATIONAL CORPORATION



                   EXECUTIVE SECURITY PROGRAM








                STANDEX INTERNATIONAL CORPORATION
                   EXECUTIVE SECURITY PROGRAM

     WHEREAS, STANDEX INTERNATIONAL CORPORATION, a Delaware
corporation with its executive offices at 6 Manor Parkway,
Salem, New Hampshire 03079 (hereinafter referred to as the
"Corporation") is desirous of assisting certain key executives
in saving for their retirement and in providing benefits to
their families in the event of death;

     WHEREAS, the executives have unique and outstanding
abilities and have performed their duties in a capable and
efficient manner; and

     WHEREAS, the Corporation desires to retain the services of
the executives;

     NOW, THEREFORE, the following program of benefits is hereby
established for certain executives of the Corporation:


1.   DEFINITIONS

     The following words and phrases are used in the Program and
shall have the meanings set forth in this Section unless a
different meaning is clearly required by the context:

     1.01 "Age" shall mean age at nearest birthday.

     1.02 "Annual Earnings" shall mean all earnings and/or net
commissions of the Executive from the Corporation paid or made
available which are reportable for Federal income tax purposes
on Form W-2, or its successor, but not including, any
reimbursement for expenses, or any income attributable to any of
the following:

     (i) payment made by the Corporation in connection with a
relocation;

     (ii) premiums paid by the Corporation for life
          insurance coverage from the Corporation;

    (iii) the exercise of any stock appreciation rights;

     (iv) the exercise of any stock option;

     (v)  interest on a home purchase loan;

     (vi) the use of any Corporation-leased automobile.

     1.03 "Beneficiary" shall mean any individual(s) or legal
entity designated by an Executive to receive any benefit arising
under this Program upon the death of such Executive.

     1.04 "Change of Control" shall mean the purchase or other
acquisition by any person, entity or group of persons, within
the meaning of section 13(d) or 14(d) of the Securities Exchange
Act of 1934 (the "Act"), or any comparable successor provisions,
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act) of 20 percent or more of either the
outstanding shares of common stock or the combined voting power
of the Corporation's then outstanding voting securities entitled
to vote generally, or the approval by the stockholders of the
Corporation of a reorganization, merger, or consolidation, in
each case, with respect to which persons who were stockholders
of the Corporation immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more
than 50 percent of the combined voting power entitled to vote
generally in the election of directors of the reorganized,
merged or consolidated Corporation's then outstanding
securities, or during any period of twelve consecutive calendar
months, individuals, who were directors of the Corporation on
the first day of such period shall cease to constitute a
majority of the Board of Directors of the Corporation, or a
liquidation or dissolution of the Corporation or of the sale of
all or substantially all of the Corporation's assets.

     1.05 "Effective Date" shall mean January 1, 1982.

     1.06 "Executive" shall mean any person who was either a
Division President or Senior Corporate officer of the
Corporation on the Effective Date or was an Executive Vice
President of the Corporation on September 1, 1989 and who serves
the Corporation in one of these capacities up to his date of
retirement or death.

     1.07 "Fiduciary" shall mean and include the Corporation and
any other entity or person who:

          (a)  exercises any discretionary authority or
          exercises any authority or control respecting
          management or disposition of assets under this
          Program;

          (b)  renders investment advice for a fee or other
          compensation, direct or indirect, with respect to any
          monies or other property which is an asset under this
          Program, or has any authority or responsibility to do
          so; or

          (c)  is described as a "Fiduciary" in Section 3(14) or
          (21) of the Employee Retirement Income Security Act of
          1974 or is designated to carry out Fiduciary
          responsibilities pursuant to this Program.

     1.08 "Program" shall mean this Executive Security Program and the
benefits for Executives provided hereunder.

     1.09 "Trust" shall mean any trust which is the owner of one
(or more) life insurance contracts on the life of an Executive,
which contract(s) originally was purchased by the Corporation.


2.   PRE-RETIREMENT BENEFITS

     In the event of the death of an Executive while employed by
the Corporation, the Beneficiary shall be entitled to receive a
death benefit which is calculated by multiplying the Annual
Earnings of the Executive by a Death Benefit Factor derived from
the following schedule:

           Age of               Death
           Executive            Benefit
           at Death             Factor

           Less than 45 years    4.5

           45 to 49 years        4.0

           50 to 54 years        3.5

           55 and over years     3.0

     The Annual Earnings of the Executive used in the above
calculation shall depend on whether the Executive's date of
death occurs before March 1st of any calendar year or on or
after March 1st.  If the date of death is before March 1st in
any calendar year, the Annual Earnings used in the calculation
shall be the Annual Earnings of the calendar year in which falls
the day which is exactly two years prior to the date of death.
If the date of death is on or after March 1st in any calendar
year, the Annual Earnings shall be those of the immediately
preceding calendar year.

     Such pre-retirement death benefit shall be payable pursuant
to a life insurance contract maintained by the Corporation or a
Trust, only if and to the extent that the life insurance
contract provides for such payment, and any balance of the pre-
retirement death benefit shall be payable directly by the
Corporation and not pursuant to the life insurance contract.


3.   POST-RETIREMENT BENEFITS

     In the event that the Executive's employment with the
Corporation shall terminate by reason of his retirement as
defined in Section 4 hereof, the post-retirement death benefit
payable to the Beneficiary in the event of the Executive's
subsequent death shall be an amount equal to the higher of three
times the Executive's Annual Earnings:

     (i)  in the calendar year in which he retires;

     (ii) in the calendar year immediately preceding the year in which
          he retires;

     (iii)in the calendar year two years preceding the year in
          which he retires; or

     (iv) in the calendar year three years preceding the year in which
          he retires

(whichever year results in the greater Annual Earnings).

     The post-retirement death benefit shall be payable pursuant
to the life insurance contract only to the extent that the life
insurance contract provides for such payment.  The balance of
the post-retirement death benefit shall be payable directly by
the Corporation and not pursuant to the life insurance contract.

     The Corporation in its sole and absolute discretion may
determine that, in lieu of the post-retirement death benefit set
forth in the immediately preceding two paragraphs, the Executive
shall receive supplemental retirement income payable to the
Executive in 120 equal monthly installments commencing within 30
days after the Executive begins to receive his pension under the
Standex Retirement Plan.  The total amount of such retirement
income shall equal the post-retirement death benefit without
discount to present value.  The amount of each monthly
installment shall be the post-retirement death benefit divided
by 120.

     In the event of the Executive's death while receiving such
supplemental retirement income, any unpaid monthly payments
shall be paid to the Beneficiary from the Corporation or Trust
in an undiscounted lump sum, if the Beneficiary shall have
survived the Executive.  If the Beneficiary shall not have
survived the Executive, any unpaid monthly payments shall be
paid in an undiscounted lump sum to the estate of the Executive.


4.   RETIREMENT

     For purposes of this Program, the date of retirement shall
mean the date an Executive has terminated employment with the
Corporation such that, under the Standex International
Corporation Retirement Plan, he is considered as retired and
receiving a pension.  In addition, for purposes of this Program,
an Employee shall be deemed to have retired on the date of a
Change of Control of the Corporation when within six months of
the Change of Control the Executive chooses to terminate his
employment because of:

     (i)  a change in the Executive's general area of responsibility,
          title or place of employment; or

     (ii) the Executive's salary or benefits are lessened or
          diminished.


5.   DISTRIBUTION OF BENEFIT UPON A CHANGE OF CONTROL.

     Upon a Change of Control of the Corporation, the
Corporation must pay within 5 calendar days, directly or
indirectly to the Insurer the maximum amount the Insurer will
accept as premium payments on the Policy existing on the
Participant's life.  If the Corporation, in its reasonable
discretion determines that more funding is likely to be
necessary to pay the anticipated premiums on the Policy than the
Insurer will accept at that time, then these additional sums
will be paid by the Corporation into any trust which is the
owner of the Policy and exists at the relevant time.  The
Trustee of the trust shall hold these additional sums and invest
them and pay from them to the Insurer annually or more often, in
the Trustee's discretion.


6.   OFFSET FOR OBLIGATIONS TO CORPORATION.

     If, at such time as the Participant becomes entitled to
receive Supplemental Retirement Income Benefit payments pursuant
to this Article 4, the Participant has any debt, obligation or
other liability representing an amount due and owing to the
Corporation, the Corporation may offset the amount owed it
against the amount of benefits otherwise distributable
hereunder.


7.   LIFE INSURANCE

     The Corporation or a Trust shall pay all premiums for the
life insurance contract mentioned in Sections 2 and 3 hereof.

     The Corporation may, in its sole discretion, purchase and
be the owner of permanent insurance policies on the life of an
Executive.  Any proceeds payable pursuant to such corporate-
owned insurance policies shall be payable to the Corporation.
By accepting this Program, the Executive agrees to take any
action required to enable the Corporation to purchase and
maintain such insurance.


8.   NON-SECURED PROMISE

     Any asset or investment held by the Corporation or a Trust
in connection with the liabilities assumed by the Corporation it
hereunder shall be a general asset of the Corporation, and shall
not be pledged for the payment or to secure any obligation of
the Corporation, and the promise to pay any benefit hereunder is
a non-secured, general liability of the Corporation.  This Plan
is intended to be unfunded both for income tax purposes and for
purposes of Title I of the Employee Retirement Income Security
Act of 1974.


9.   ASSIGNMENT

     No Executive nor any Beneficiary shall have any right to
commute, sell, assign, transfer, pledge or hypothecate or
otherwise convey the right to receive any payment hereunder
(whether by operation of law or otherwise) nor shall any such
rights be subject to execution, attachment or similar process.
Such payments and the right thereto are expressly declared to be
non-assignable and non-transferable.  Any such attempted
assignment, transfer, levy of any attachment or similar process
shall have no effect or validity.


10.  INDEPENDENCE OF PROGRAM

     The benefits provided under this Program shall be
independent of, and in addition to, any other benefits provided
by the Corporation or any compensation payable by the
Corporation to the Executive.  This Program shall not be deemed
to constitute a contract for services between the Corporation
and any Executive, nor shall any provision hereof restrict the
right of the Corporation to discharge an Executive or restrict
the right of an Executive to terminate his services.


11.  NO VESTING OF BENEFITS

     All benefits and all rights of each Executive covered under
this Program shall terminate in the event that the Executive's
employment with the Corporation shall terminate for any reason
other than death or retirement as provided in Section 4.


12.  RELATED TRUST(S).

     If any Trust exists, the Trust itself and the
administration of all assets held by the Trust shall be
consistent with the terms of the model trust provided in
Internal Revenue Service Revenue Procedure 92-64.


13.  WRITTEN MATERIALS.

     Unless the Participant advises the Corporation in writing
that he does not want such material, the Corporation must give a
copy of all written materials received regarding the Policy on
the Participant's life to the Participant within thirty (30)
days of the Corporation's receipt of such material.


14.  MODIFICATION OR REVOCATION OF PROGRAM

     The Corporation reserves the right to modify or revoke this
Program in whole or in part at any time, provided that no such
modification or revocation shall reduce or terminate any pre-
retirement benefits or post-retirement benefits to an Executive
or his Beneficiary.


15.  NAMED FIDUCIARY

     15.01.    Edward F. Paquette, is hereby designated as the
Named Fiduciary of the Program, in accordance with the Employee
Retirement Income Security Act of 1974 (ERISA), and shall serve
in such capacity until resignation or removal by the Board of
Directors of the Corporation and appointment of a successor by
duly adopted resolution of the Board.

     15.02     The Named Fiduciary shall have the authority to
control and manage the operation and administration of the
Program.  However, the Named Fiduciary may in his discretion
allocate his responsibilities for the operation and
administration of the Program, including the designation of
persons who are not Named Fiduciaries to carry out fiduciary
responsibilities.  The Named Fiduciary shall effect such
allocation of his responsibilities by delivering to the
Corporation a written instrument signed by him that specifies
the nature and extent of the responsibilities allocated,
including, if appropriate, the persons, not Named Fiduciaries,
who are designated to carry out fiduciary responsibilities under
the Program.

     15.03     The Named Fiduciary designated or appointed under
the terms of Paragraph 15.01 above, is hereby designated as the
Plan Administrator of the Program.


16.  CLAIMS PROCEDURE

     The following Claims Procedure shall control the
determination of benefit payments under this Program:

     16.01     Filing of a Claim for Benefits

     If the Executive or his Beneficiary believes he is entitled
to receive benefits under the Program, he must submit a written
claim for benefits, on a form supplied by said Fiduciary, to the
Named Fiduciary.  The Named Fiduciary's independent decision on
the claimant's claim for benefits shall be determinative of
whether or not the Executive or his Beneficiary shall be
entitled to receive benefits under this Program.

     16.02     Denial of Claim

     A claim for benefits under the Program will be denied if
the Named Fiduciary determines that the claimant is not entitled
to receive benefits under the Program.  Notice of a denial shall
be furnished to the claimant within a reasonable period of time
after receipt of the claim for benefits by the Named Fiduciary.

     16.03     Content of Notice

     The Named Fiduciary shall provide to every claimant who is
denied a claim for benefits written notice setting forth, in a
manner reasonably calculated to be understood by the claimant,
the following:

     (i)  The specific reason or reasons for the denial;

     (ii) Specific reference to pertinent Program provisions on
          which the denial is based;

    (iii) A description of any additional material or
          information necessary to the claimant to perfect the
          claim, and an explanation of why such material or
          information is necessary; and

     (iv) An explanation of the Program's Claim Review Procedure
          as set forth below.

     16.04     Review Procedure

     The purpose of this Review Procedure is to provide a method
by which a claimant may have a reasonable opportunity to appeal
a denial of a claim to the Named Fiduciary for a full and fair
review.  To accomplish that purpose, the claimant or his duly
authorized representative:

     (i)  May request a review upon written application to the
Named Fiduciary;

     (ii) May review pertinent Program documents; and

     (iii)May submit issues and comments in writing.

     A claimant (or his duly authorized representative) shall
request a review by filing a written application for review with
the Named Fiduciary at any time within 60 days after receipt by
the claimant of written notice of the denial of his claim.

     16.05     Decision on Review

     A decision on review of a denied claim shall be made in the
following manner:

          (i)  The decision on review shall be made by the
          Salary and Employee Benefits Committee of the Board of
          Directors of the Corporation, which may in its
          discretion hold a hearing on the denied claim.  Such
          decision shall be made promptly, and not later than 60
          days after receipt of the request for review, unless
          special circumstances (such as the determination to
          hold a hearing) make an extension of time for
          processing helpful, in which case a decision shall be
          rendered as soon as possible, but not later than 120
          days after receipt of the request for review.

          (ii) The decision on review shall be in writing and
          shall include specific reasons for the decision,
          written in a manner reasonably calculated to be
          understood by the claimant, and specific references to
          the pertinent Program provisions upon which the
          decision is based.


17.  MISCELLANEOUS

     The singular where used in this Program shall include the
plural and vice versa, wherever the context so requires.  Any
provision in the masculine gender shall be defined where
appropriate to include the feminine or neuter gender.


18.  GOVERNING LAW

     It is the intention of the parties that this Program and
the performance of the parties hereunder and all suits and
special proceedings hereunder be construed in accordance with
and under and pursuant to the laws of the State of New Hampshire
and that in any action, special proceeding or other proceeding
that may be brought arising out of, in connection with, or by
reason of this Program, the laws of such State shall be
applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.  If any
provision of this Program shall be held invalid or illegal for
any reason, such determination shall not affect the remaining
provisions of this Program, and it shall be construed as if said
invalid or illegal provision had never been included.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10belp.txt
<TEXT>

                                               EXHIBIT 10 (b)











                STANDEX INTERNATIONAL CORPORATION



                  EXECUTIVE LIFE INSURANCE PLAN


                STANDEX INTERNATIONAL CORPORATION
                  EXECUTIVE LIFE INSURANCE PLAN

This Executive Life Insurance Plan (the "Plan") is adopted as of
the 8th day of June, 1994 (the "Effective Date") by Standex
International Corporation, a Delaware corporation, with
executive offices at 6 Manor Parkway, Salem, New Hampshire 03079
(the "Company").

                            ARTICLE 1
                             Purpose
The purpose of the Plan is to provide a life insurance benefit
and, in certain instances, a supplemental retirement benefit in
lieu of the life insurance benefit to certain Employees of the
Company in order to encourage such Employees to continue their
employment and to induce desirable persons to enter into the
Company's employ in the future.

                            ARTICLE 2
                           Definitions

Except as otherwise provided, the following terms shall have the
definitions indicated in this Article 2 whenever used in this
Plan with initial capital letters:

"Beneficiary" means the person or persons designated on the
Designation of Beneficiary Form (attached hereto as Exhibit B)
as the recipient of a death benefit.

"Change of Control" means the purchase or other acquisition by
any person, entity or group of persons, within the meaning of
section 13(d) or 14(d) of the Securities Exchange Act of 1934
(the "Act"), or any comparable successor provisions, of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act) of 20 percent or more of either the
outstanding shares of common stock or the combined voting power
of the Company's then outstanding voting securities entitled to
vote generally, or the approval by the stockholders of the
Company of a reorganization, merger, or consolidation, in each
case, with respect to which persons who were stockholders of the
Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50
percent of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or
consolidated Company's then outstanding securities, or during
any period of twelve consecutive calendar months, individuals,
who were directors of the Company on the first day of such
period shall cease to constitute a majority of the Board of
Directors of the Company, or a liquidation or dissolution of the
Company or of the sale of all or substantially all of the
Company's assets.

"Compensation" means all earnings and/or net commissions of a
Participant from the Company paid or made available with respect
to a calendar year which are reportable for federal income tax
purposes on Form W-2 (or its successor), but not including, any
reimbursement for expenses, or any income attributable to:

     a)   payments made by the Company in connection with a
relocation;

     b)   premiums paid by the Company for life insurance
coverage;

     c)   the exercise of any stock appreciation rights;

     d)   the exercise of any stock option;

     e)   interest on a home purchase loan or stock option loan;
or

     f)   the use of any Company-owned or Company-leased
automobile.

"Eligible Employee" means an Employee who has been designated by
the Chief Executive Officer of the Company and approved by the
Company's Board of Directors as being eligible to participate in
the Plan.

"Employee" means any person employed by the Company on a
regular, full-time, salaried basis.

"Enrollment Agreement" means the written agreement substantially
in the form of Exhibit A attached hereto entered into by the
Company and an Eligible Employee pursuant to which the Eligible
Employee becomes a Participant in the Plan.

"Insurer" means such insurance company which the Company may
from time to time utilize to provide insurance coverage for
certain benefits under the Plan.

"Participant" means an Eligible Employee who has filed a
completed and executed Enrollment Agreement with the Company,
which Enrollment Agreement has been executed by the Company.

"Policy" with respect to a particular Participant means any
policy or policies of life insurance on that Participant's life
acquired by the Company to provide the life insurance benefits
under this Plan.

"Retire or Retirement" means a situation in which a Participant
has terminated employment with the Company such that, under the
Standex International Corporation Retirement Plan, he or she is
considered as retired and receiving benefits thereunder or about
to receive such benefits.

"Supplemental Retirement Income Benefit" means the benefit
payable to a Participant in accordance with Article 4 of this
Plan.

                            ARTICLE 3
                     Life Insurance Benefit

3.01 Insurance Policy.
The Company has purchased or will purchase a Policy from the
Insurer with respect to each Participant in this Plan, provided
the Participant is able to meet the requirements of the Insurer
including, but not limited to physical condition and risk
factors.  The Company and the Participant agree to take all
reasonable actions to cause the Insurer to issue the Policy.


3.02 Ownership of Policy.

Except as may otherwise be provided herein, the Company or, in
the Company's discretion, the Trustee of a rabbi trust shall be
the sole and absolute owner of the Policy, and may exercise any
and all ownership rights granted to the owner thereof by the
terms of the Policy.


3.03 Payment of Death Benefit Prior to Retirement.

     a) Upon the death of a Participant while the Participant is
an Employee of the Company the total amount provided as a death
benefit under the Policy shall be paid in the following order of
priority:

   (1)  All loans against the Policy shall first be repaid;

   (2)  The Company shall, to the extent that the Policy proceeds
        have not been exhausted, next be paid from the death benefit the
        total amount of the Policy premiums on such Policy claimed to
        have been paid by the Company since the Policy was taken out;

   (3)  The Participant's Beneficiary, as provided in the applicable
        Designation of Beneficiary Form shall, to the extent that the
        Policy proceeds have not been exhausted, next be paid an amount
        equal to three times the Participant's Compensation in the
        calendar year immediately preceding the year in which his or her
        death occurs;

   (4)  The Participant's beneficiary, as provided in the applicable
        Designation of Beneficiary Form shall, to the extent the Policy
        proceeds have not been exhausted, next be paid an amount equal to
        the economic benefit of the life insurance coverage provided in
        the policy in accordance with Section 3.06 herein; and

   (5)  The Company shall receive the balance, if any, of the death
        benefit remaining after the payments provided for above.

     b) Notwithstanding any provision to the contrary, in the
event that, for any reason whatsoever, no death benefit is
payable under the Policy upon the death of the Participant but,
in lieu thereof, the Insurer refunds all or any part of the
premiums paid for the Policy, the Company and the Participant's
Beneficiary shall share such premiums based on the Company's and
the Participant's respective cumulative payments toward those
premiums.


3.04 Designation of Beneficiary.

The Participant may select one or more Beneficiaries to receive
the portion of the death benefit specified in Section 3.03(a)(3)
by completing the Designation of Beneficiary Form attached
hereto as Exhibit B and by delivering the form to the Company.
Upon receipt of such form, the Company shall execute and deliver
to the Trustee of any relevant rabbi trust and/or to the Insurer
a Disposition of Proceeds Endorsement (Exhibit C) with the
Beneficiary Designation Form attached.


3.05 Dividends.

Any dividend declared on the Policy shall be applied to purchase
paid-up additional insurance on the life of the Participant.
The Company and the Participant agree that the dividend election
provisions of the Policy shall be consistent with this
provision.


3.06 Payment of Premiums.

On or before the due date of each Policy premium, or within the
grace period provided therein, the Company shall, except to the
extent premiums are satisfied with borrowings under the Policy,
pay the full amount of the premium to the Trustee of any
relevant rabbi trust or directly to the Insurer and shall, upon
request, promptly furnish the Participant evidence of timely
payment of such premium.

On or about December 15th in each year prior to Retirement, each
Participant will contribute to the cost of maintaining the
Policy or Policies on his or her life by paying to the Company
an amount equal to the economic benefit (based on the lowest
term life insurance rates of the Insurer) of the life insurance
coverage provided by the Policy or Policies.  On or about
December 1st in each year, the Company shall furnish to the
Participant a statement estimating the economic benefit of such
coverage.


3.07 Continuation of Life Insurance Benefit in Retirement;
Vested Amount.

A Participant who Retires from employment with the Company
shall, to the extent he or she is vested on his or her
retirement date, be continued to be covered by the Policy for
the balance of his or her life as long as he or she has not
begun to receive the Supplemental Retirement Income Benefit
specified in Article 4.  Upon the death of a Retired Participant
the total amount provided as a death benefit under the Policy
shall be paid in the order of priority and in the amounts
specified in Section 3.03(a), provided, however, that the amount
paid under subsection (3) of that Section shall be three times
the Participant's Compensation in the calendar year immediately
preceding the year in which his or her Retirement occurred
multiplied by the applicable percentage from the following
table:

     Number of Full Years of Employment
     With the Company in the capacity
     of Division President or
     Executive Corporate Officer        Percentage

        5                                  0
        6                                 20%
        7                                 40%
        8                                 60%
        9                                 80%
        10 or more                       100%


3.08 Limitation on Benefits.

A Participant's benefit and the benefit of any Beneficiary under
this Article 3 are subject to such Participant having satisfied
any reasonable requirements of the Insurer as to certain
conditions, including good health, at the time that the Company
applies for new or increased insurance coverage to provide
benefits hereunder.  The Company shall always use its best
efforts to obtain a policy where good health is not a condition
or requirement.


3.09 Assignment of Participant's Interest in Insurance.

Notwithstanding any provision hereof to the contrary, a
Participant shall have the right to absolutely and irrevocably
assign by gift all of the Participant's right, title and
interest in and to the life insurance death benefits provided
under this Article 3.  This right shall be exerciseable by the
execution and delivery to the Company and to the Trustee of any
relevant rabbi trust of a written assignment, in substantially
the form attached hereto as Exhibit D.  Upon receipt of such
written assignment executed by the Participant and duly accepted
by the assignee thereof, the Company shall consent thereto in
writing, and the Company shall use its best efforts to have the
Trustee of any relevant rabbi trust also consent thereto in
writing, and shall thereafter treat the Participant's assignee
as the sole owner of all of the Participant's right, title and
interest in and to the life insurance death benefits provided
under this Article 3.  Thereafter, the Participant shall have no
right, title or interest in and to such death benefits.  The
Participant's assignment of all of his or her right, title and
interest in and to the death benefit shall not reduce or
eliminate the Participant's conditional right to receive the
Supplemental Retirement Income Benefit under Article 4.


3.10 Termination of Participation in Life Insurance Benefit.

The participation of any Participant in the Life Insurance
Benefit provided in this Article 3 will be automatically
terminated by the occurrence of any of the following:

     a) Written notice from the Participant to the Company of a
desire to terminate participation in the Plan;

     b) Deposit by the Company or Trustee of any relevant rabbi
trust of the first payment of the Supplemental Retirement Income
Benefit in the U. S. Mails.

     c) Termination of the Participant's employment with the
Company (other than due to the Participant's death) prior to
Retirement; or

     d) The removal of the Participant from the position of a
Division President or an Executive Corporate Officer of the
Company (other than upon death or Retirement).


3.11 Disposition of Policy Upon Termination of Participation.

Upon termination of a Participant's participation in the Life
Insurance Benefit for any reason listed in Section 3.10, all of
the rights of the Participant in or to the Policy or those of
his or her assignee, or any of their heirs, assigns or
beneficiaries shall be automatically terminated and released.
The Company or the Trustee of any relevant rabbi trust may
surrender or cancel the Policy for its cash surrender value, or
the Company or Trustee it may change the beneficiary designation
provisions of the Policy, naming the Company or any other person
or entity as revocable beneficiary thereof, or exercise any
other ownership rights in and to such Policy.


3.12 Distribution of Benefit upon a Change of Control.

Upon a Change of Control of the Company, the Company must pay
within 5 calendar days, directly or indirectly to the Insurer
the maximum amount the Insurer will accept as premium payments
on the Policy existing on the Participant's life.  If the
Company, in its reasonable discretion determines that more
funding is likely to be necessary to pay the anticipated
premiums on the Policy than the Insurer will accept at that
time, then these additional sums will be paid by the Company
into any trust which is the owner of the Policy and exists at
the relevant time.  The Trustee of the trust shall hold these
additional sums and invest them and pay from them to the Insurer
annually or more often, in the Trustee's discretion.


                            ARTICLE 4
             Supplemental Retirement Income Benefit


4.01   Eligibility for Benefit.

If the Participant retires from employment with the Company, the
Company in its sole and absolute discretion may determine that,
in lieu of coverage under the Life Insurance Benefit, the
Participant shall receive the Supplemental Retirement Income
Benefit.

Notwithstanding any other provision hereof, the Participant's
entitlement to receive this Supplemental Retirement Income
Benefit shall terminate, without notice, in the event of the
death of the Participant prior to the deposit in the U. S. Mails
by the Company or the Trustee of any relevant rabbi trust of the
first payment of the Supplemental Retirement Income Benefit.


4.02 Form of Benefit Upon Change of Control.

Upon a Change of Control the form of benefit to the Participant
shall be a Supplemental Retirement Income Benefit.


4.03 Vesting.

A Participant's conditional right to receive the Supplemental
Retirement Income Benefit at Retirement shall vest 20% per year
(up to a maximum of 100%) upon the completion of each full year
(consisting of at least 1,000 hours worked) in the capacity of
Division President or Executive Corporate Officer of the Company
with said vesting commencing upon the completion of the
Participant's employment for five full years in such a capacity.
This vesting is illustrated in the following table:

     Number of Full Years of Employment
     With the Company in the capacity
     of Division President or        Vesting
     Executive Corporate Officer        Percentage

     5                                    0
     6                                   20%
     7                                   40%
     8                                   60%
     9                                   80%
     10 or more                         100%



4.04 Amount of Benefit.

Each monthly Supplemental Retirement Income Benefit payment
shall be equal to  the higher of three times the Participant's
Compensation  in:

     (i)  the calendar year immediately preceding the date on which
          the Participant Retires;

    (ii)  the calendar year two years preceding the date on
          which the Participant Retires;

   (iii)  the calendar year three years preceding the date
          on which the Participant Retires; or

    (iv)  the calendar year in which the Participant Retires

multiplied by the Participant's vesting percentage (as set forth
in the vesting table in Section 4.03) at the time of Retirement.
The payments shall be in the form of substantially equal monthly
installment payments, for a period of 10 years, commencing
within thirty (30) days following the date the Participant
Retires from employment with the Company.


4.05 Death Benefit After Commencement of Retirement Benefits.

In the event of the Participant's death after the deposit in the
U. S. Mails by the Company or the Trustee of any relevant rabbi
trust of the first payment of the Supplemental Retirement Income
Benefit, but prior to the completion of all such payments due
and owing hereunder, 100% of the aggregate amount equal to all
remaining payments which have not been previously paid to the
Participant shall be paid to the Participant's Beneficiary or to
the Participant's contingent Beneficiary, if applicable, in the
form of  an undiscounted lump sum..  If the Participant has no
contingent Beneficiary and the Beneficiary dies, the remaining
payments which have not been previously paid to the Participant
or to the Participant's Beneficiary shall be paid to the estate
of such Beneficiary.


4.06 Offset for Obligations to Company.

If, at such time as the Participant becomes entitled to receive
Supplemental Retirement Income Benefit payments pursuant to this
Article 4, the Participant has any debt, obligation or other
liability representing an amount due and owing to the Company,
the Company may offset the amount owed it against the amount of
benefits otherwise distributable hereunder.


4.07 No Trust Created.

Notwithstanding anything in this Plan, no action taken pursuant
to its provisions by either the Company or any Participant shall
create, or be construed to create, a trust of any kind, or a
fiduciary relationship between the Company and the Participant,
his or her spouse or any other person or entity except to the
limited extent set forth in Section 5.01 herein.


4.08 Benefits Payable Only From General Corporate Assets;
     Unsecured General Creditor Status of Participant.

Supplemental Retirement Income Benefit payments to the
Participant or his or her spouse shall be made from assets which
shall continue, for all purposes, to be a part of the general,
unrestricted assets of the Company.   No persons shall have any
interest in any such assets by virtue of the provisions of this
Plan.  The Company's obligation hereunder shall be an unfunded
and unsecured promise to pay money in the future.  This Plan is
intended to be unfunded both for income tax purposes and for
purposes of Title I of the Employee Retirement Income Security
Act of 1974.  To the extent that any person acquires a right to
receive payments from the Company under the provisions of this
Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company.


                            ARTICLE 5
                       Plan Administration

5.01 Named Fiduciary, Determination of Benefits, Claims
     Procedure and Administration.

The Company is hereby designated as the named fiduciary under
this Plan.  The named fiduciary shall have authority to control
and manage the operation and administration of this Plan through
a plan administrator designated by it, and it shall be
responsible for establishing and carrying out a funding policy
and method consistent with the objectives of this Plan.  The
Company shall also have the power to establish, adopt or revise
such rules and regulations as it may deem advisable for the
administration of the Plan.  The interpretation and construction
of the Plan by the Company and any action taken thereunder,
shall be binding and conclusive upon all parties in interest.
No officer, Employee or agent of the Company shall, in any
event, be liable to any person for any action taken or omitted
to be taken in connection with the interpretation, construction
or administration of the Plan, so long as such action or
omission to act is made in good faith.  An Employee of the
Company serving as plan administrator shall be eligible to
participate in the Plan while serving as such, but no such
Employee shall vote or act upon any matter that relates solely
to such Employee's interest in the Plan as a Participant.


5.02 Claim Procedures

     a) Claim.   A person who believes that he is being denied a
benefit to which he is entitled under the Plan (hereinafter
referred to as a "Claimant") may file a written request for such
benefit with the Company, setting forth his or her claim.  The
request must be addressed to the CEO of the Company at its then
principal executive offices.

     b) Claim Decision.   Upon receipt of a claim, the CEO shall
advise the Claimant that a reply will be forthcoming within 90
days and shall, in fact, deliver such reply within such period.
The CEO may, however, extend the reply period for an additional
90 days for reasonable cause.

     If the claim is denied in whole or in part, the CEO shall
issue a written opinion, using language calculated to be
understood by the Claimant, setting forth:

     (i)  the specific reason or reasons for such denial;

    (ii)  the specific reference to pertinent provisions of this
          Plan on which such denial is based;

   (iii)  a description of any additional material or information
          necessary for the Claimant to perfect his or her claim and an
          explanation why such material or such information is
          necessary; and

    (iv)  appropriate information as to the steps to be taken if
          the Claimant wishes to submit the claim for review.


5.03 Related Trust(s).

If any Trust exists, the Trust itself and the administration of
all assets held by the Trust shall be consistent with the terms
of the model trust provided in Internal Revenue Service Revenue
Procedure 92-64.


                            ARTICLE 6
                          Miscellaneous


6.01 No Contract of Employment.

Nothing contained herein shall be construed to be a contract of
employment for any period of time, nor as conferring upon a
Participant the right to continue in the employ of the Company
in any capacity.


6.02 Amendment of Plan.

This Plan may be amended by the Company at any time, by delivery
of written notice of such amendment to the Participants,
provided, however, that no such amendment shall in any material
way adversely affect any rights of a Participant, to the extent
vested, in the Life Insurance Benefit after Retirement or any
rights of a Retired Participant or spouse who is receiving
payments under the Supplemental Retirement Income Benefit.


6.03 Conflicting Provisions.

In the event of a conflict between the provisions of this Plan
and the provisions of any endorsement to a Policy, beneficiary
designation or other document related to a Policy, the
provisions of this Plan shall prevail.  No party shall assert or
enforce any right which it may have in a Policy, the beneficiary
designation thereunder, or other document which is inconsistent
with the rights established by this Plan.


6.04 Notice.

Any notice, consent or demand required or permitted to be given
under the provisions of this Plan shall be in writing, and shall
be signed by the party giving or making the same.  If such
notice, consent, or demand is mailed to a party hereto, it shall
be sent by United States certified mail, postage prepaid,
addressed to such party's last known address as shown on the
records of the Company.  The date of such mailing shall be
deemed the date of notice, consent or demand.  Either party may
change the address to which notice is to be sent by giving
notice of the change of address in the manner aforesaid.


6.05 Benefits Not Transferable.

Neither the Participant, his or her Beneficiary, nor any other
person with a beneficial interest under this Plan shall have any
power or right to transfer, assign, anticipate, hypothecate or
otherwise encumber any part or all of the amounts payable under
Article 3 or Article 4.  No such amounts shall be subject to
seizure by any creditor, by a proceeding at law or in equity,
nor shall such amounts be transferable by operation of law in
the event of bankruptcy, insolvency or death of the Participant,
his or her Beneficiary, or any other person with a beneficial
interest hereunder.  Any such attempt at assignment or transfer
shall be void.  These restrictions on transfer or assignment
shall not limit the Participant's right to assign his right,
title and interest in the life insurance death benefit provided
in Section 3.09.


6.06 Governing Law.

This Plan shall be governed by and construed in accordance with
the internal laws of the State of New Hampshire.


6.07 Written Materials.

Unless the Participant advises the Company in writing that he or
she does not want such material, the Company must give a copy of
all written materials received regarding the Policy on the
Participant's life to the Participant within thirty (30) days of
the Company's receipt of such material.

IN WITNESS WHEREOF, the Company has executed this Plan, such
execution first having been duly authorized by the Salary and
Employee Benefits Committee of the Board of Directors of the
Company pursuant to a delegation of authority from said Board of
Directors.

                           STANDEX INTERNATIONAL CORPORATION


                           By:______________________________

                           Title:___________________________


                      ENROLLMENT AGREEMENT
                STANDEX INTERNATIONAL CORPORATION
                  EXECUTIVE LIFE INSURANCE PLAN

Name of Employee: ____________________________________

Social Security No.: _________________________________

     I hereby elect to participate in the Executive Life
Insurance Plan (the "Plan") of Standex International Corporation
(the "Company"), a copy of which I have received and read.  By
signing this Enrollment Agreement, I agree to be bound by the
terms of the Plan.  I have designated my beneficiary on a
Designation of Beneficiary form.

     I authorize and direct the Company, or in the Company's
discretion, the Trustee of a rabbi trust, subject to the
provisions of the Plan, to obtain and own insurance policies on
my life.  This authorization and direction applies to this Plan
as presently constituted, or hereafter amended, for which I am
or may become eligible and shall continue to apply until revoked
by me in writing.


Dated _______________________

Employee Signature _______________________________________



Received and approved by the Company.

STANDEX INTERNATIONAL CORPORATION


By:  ___________________________________

Title:___________________________________    Date:____________

                   DESIGNATION OF BENEFICIARY
                STANDEX INTERNATIONAL CORPORATION
                  EXECUTIVE LIFE INSURANCE PLAN


To:            Standex International Corporation
Attention:     Corporate Benefits Department

Designation.

     Pursuant to the provisions of the Executive Life Insurance
Plan, dated as of June 8, 1994, (the "Plan"), of Standex
International Corporation (the "Company"), I hereby designate
the following as my primary and contingent beneficiaries under
the Plan, to receive payment of any benefits that may be due and
payable upon my death while a Participant in the Plan:

Primary Beneficiary


_______________________________   ________      ________________
Last Name, First, Middle Initial    Age            Relationship

Address:


_____________________   _________________  __________    ________
Number and Street          City              State       Zip Code



Contingent Beneficiary


______________________________    _______       _______________
Last Name, First, Middle Initial   Age            Relationship

Address:


________________       _________________  __________    ________
Number and Street          City              State       Zip Code



All sums to which this Designation of Beneficiary applies shall
be paid pursuant to the terms of the Plan.  All prior
designations of beneficiaries which are inconsistent with the
provisions of this Designation of Beneficiary, if any, are
hereby revoked.


Reservation of Revocation.

Unless otherwise provided by law, I hereby reserve the right to
amend, change or revoke in its entirety this Designation of
Beneficiary by filing a new form with the Company.


Effective Date.

It is hereby agreed that this Designation of Beneficiary shall
not become effective unless and until it is approved by the
Company.


     EMPLOYEE:________________________________________

		  ________________________________________
                         Type or Print Name


Dated: _________________



Received and approved by the Company.


                         STANDEX INTERNATIONAL CORPORATION


                         By: _______________________________

Dated: ______________    Title:_____________________________


               DISPOSITION OF PROCEEDS ENDORSEMENT

{To be filed by the Company in duplicate with the Trustee of any
relevant rabbi trust and with the Insurer upon enrollment of
Participant in the Plan, and at the time that the Participant
files any change in beneficiary with the Company.  The Company
must attach a copy of the Beneficiary Designation Form,
completed by the Participant, to this Beneficiary Provision.
The Company shall also notify the Trustee of any relevant rabbi
trust and the Insurer, upon the death of the Participant, of the
amounts to which the Company and other beneficiaries are
entitled.}


Name of Insurer:_________________________________________



Name of Policy
 Owner:        Standex International Corporation (the "Company")

                    Trustee of _____________ Trust under
                    the Standex International Corporation
                    Executive Plan


Name of Insured:    __________________________________________


Policy Number:      __________________________________________

     I.   Disposition of Proceeds.  The proceeds due under the
Policy by reason of the death of the insured shall be paid in
the following order of priority:

     (1)  All loans against the Policy shall first be repaid;

     (2)  The Company shall, to the extent that the Policy
proceeds have not been exhausted, next be paid from the death
benefit the total amount of the Policy premiums on such Policy
claimed to have been paid by the Company since the Policy was
taken out;

     (3)  The Participant's Beneficiary, as provided in the
applicable Designation of Beneficiary Form shall, to the extent
that the Policy proceeds have not been exhausted, next be paid
an amount equal to three times the Participant's Compensation in
the calendar year immediately preceding the year in which his or
her death occurs;

     (4)  The Participant's beneficiary, as provided in the
applicable Designation of Beneficiary Form shall to the extent
the Policy proceeds have not been exhausted, next be paid an
amount equal to the economic benefit of the life insurance
coverage provided in the policy in accordance with Section 3.06
of the Plan; and

     (5)  The Company shall receive the balance, if any, of the
death benefit remaining after the payments provided for above.

     II.  Release of Insurer.  The receipt by the Insurer of a
statement signed by the Company setting forth the amount claimed
to be due each beneficiary in connection with this Policy, shall
be conclusive as to the amount due each beneficiary, and the
Insurer shall be fully acquitted, discharged and released from
the claims of all persons having an interest in this Policy for
the amount so paid.

                         STANDEX INTERNATIONAL CORPORATION


Dated:  ________________ By:________________________________



     The Insurer hereby acknowledges receipt of a copy of this
Beneficiary Provision.



_________________________________________
                         Insurer


Dated:  _________________   By:______________________________



     IRREVOCABLE ASSIGNMENT OF LIFE INSURANCE DEATH BENEFITS

     THIS ASSIGNMENT, dated this _____ day of ______________,
200___,

     WITNESSETH THAT:

     WHEREAS, the undersigned (the "Assignor") is a
participating employee in the Executive Life Insurance Plan (the
"Plan"), which Plan is provided by Standex International
Corporation (the "Company").  The Plan confers upon the
undersigned certain rights and benefits with regard to one or
more policies of insurance insuring the Assignor's life; and

     WHEREAS, pursuant to the provisions of the Plan, the
Assignor retained the right, exerciseable by the execution and
delivery to the Company and to the Trustee of any relevant rabbi
trust of a written form of assignment, to absolutely and
irrevocably assign all of the Assignor's right, title and
interest in and to the life insurance death benefit provided
under the Plan to an assignee; and

     WHEREAS, the Assignor desires to exercise that right;

     NOW, THEREFORE, the Assignor, without consideration, and
intending to make a gift, hereby absolutely and irrevocably
assigns, gives, grants, and transfers to ____________
_____________________________________________ (the "Assignee")
whose last known address is
________________________________________________________________
___ all of the Assignor's right, title and interest in and to
the life insurance death benefit provided under the Plan,
intending that, from and after this date, the Assignor shall
neither have nor retain any right, title or interest therein.

                         ______________________________________
                         Assignor


                    ACCEPTANCE OF ASSIGNMENT

     The undersigned Assignee hereby accepts the above
assignment of all right, title and interest of the Assignor
therein in and to the life insurance death benefit provided in
the Plan, and the undersigned hereby agrees to be bound by all
of the terms and conditions of the Plan as they apply to the
life insurance death benefit, as if the Assignee were the
original employee party to the Plan.


Dated:  ______________   ____________________________________
                         Assignee


                      CONSENT TO ASSIGNMENT

     The undersigned Company and Trustee hereby consent to the
foregoing assignment of all of the right, title and interest of
the Assignor in and to the life insurance death benefit provided
under the Plan, to the Assignee designated therein.  The Company
hereby agrees that, from and after the date hereof, the Company
shall look solely to such Assignee for the performance of all
obligations with respect to the life insurance death benefit
under the Plan which were heretofore the responsibility of the
Assignor, shall allow all rights and benefits provided therein
to the Assignor to be exercised only by the Assignee, and shall
hereafter treat said Assignee in all respects as if the original
employee party to the Plan.

                         STANDEX INTERNATIONAL CORPORATION


Dated:  ___________________   By:________________________________

                           Title:________________________________

                           As Trustee of _________________ Trust
                           under the Standex International Corporation
                           Executive Life Insurance Plan


Dated:  ___________________ By:_________________________________

                         Title:_________________________________
</TEXT>
</DOCUMENT>
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