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<SEC-DOCUMENT>0001193125-03-022693.txt : 20030723
<SEC-HEADER>0001193125-03-022693.hdr.sgml : 20030723
<ACCEPTANCE-DATETIME>20030723150944
ACCESSION NUMBER:		0001193125-03-022693
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		13
CONFORMED PERIOD OF REPORT:	20030430
FILED AS OF DATE:		20030723

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KEWAUNEE SCIENTIFIC CORP /DE/
		CENTRAL INDEX KEY:			0000055529
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY APPARATUS & FURNITURE [3821]
		IRS NUMBER:				380715562
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-05286
		FILM NUMBER:		03798197

	BUSINESS ADDRESS:	
		STREET 1:		2700 W FRONT ST
		CITY:			STATESVILLE
		STATE:			NC
		ZIP:			28677
		BUSINESS PHONE:		7048737202

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1842
		CITY:			STATESVILLE
		STATE:			NC
		ZIP:			28687-1842

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KEWAUNEE SCIENTIFIC EQUIPMENT CORP /DE/
		DATE OF NAME CHANGE:	19861216

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KEWAUNEE MANUFACTURING CO
		DATE OF NAME CHANGE:	19680108
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>d10k.htm
<DESCRIPTION>FORM 10-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 10-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

<HR SIZE="3" NOSHADE COLOR="#000000" ALIGN="left"> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="5"><B>UNITED STATES </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>SECURITIES AND EXCHANGE COMMISSION </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>WASHINGTON, D.C. 20549 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P><HR WIDTH="17%" SIZE="1" NOSHADE
COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>FORM 10-K </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="3"><B><FONT FACE="WINGDINGS">&#120;</FONT><B></B></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="3"><B>ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:5%"><FONT FACE="Times New Roman" SIZE="2"><B>For the fiscal year ended April 30, 2003 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>OR </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="3"><B></B></FONT><FONT FACE="WINGDINGS" SIZE="3" COLOR="#000000"><B>&#168;</B></FONT><FONT FACE="Times New Roman" SIZE="3"><B><B></B></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="3"><B>TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:5%"><FONT FACE="Times New Roman" SIZE="2"><B>For the transition period from<U></U>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U>to
<U></U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Commission file number 0-5286 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P><HR WIDTH="17%" SIZE="1"
NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>KEWAUNEE SCIENTIFIC CORPORATION
</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Exact name of registrant as specified in its charter) </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="48%"><FONT FACE="Times New Roman" SIZE="2"><B>Delaware</B></FONT></TD>
<TD VALIGN="bottom" WIDTH="3%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="48%"><FONT FACE="Times New Roman" SIZE="2"><B>38-0715562</B></FONT></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="48%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(State or other jurisdiction</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>of incorporation or organization)</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="3%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="48%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(IRS Employer</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1"><B>Identification No.)</B></FONT></P></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="48%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>2700 West Front Street</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>Statesville, North Carolina</B></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="3%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="48%"><FONT FACE="Times New Roman" SIZE="2"><B>28677-2927</B></FONT></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="48%"><FONT FACE="Times New Roman" SIZE="1"><B>(Address of principal executive offices)</B></FONT></TD>
<TD VALIGN="bottom" WIDTH="3%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="48%"><FONT FACE="Times New Roman" SIZE="1"><B>(Zip Code)</B></FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Registrant&#146;s
telephone number, including area code: (704) 873-7202 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Securities registered pursuant to Section 12(b) of the Act: </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>None </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Securities registered pursuant to Section 12(g) of the Act: </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Common Stock $2.50 par value </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Title of Class) </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P><HR WIDTH="17%" SIZE="1" NOSHADE
COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">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&nbsp;&nbsp;<FONT FACE="WINGDINGS">&#120;</FONT>&nbsp;&nbsp;&nbsp;&nbsp; No&nbsp;&nbsp;</FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2">
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">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&#146;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.&nbsp;&nbsp; <FONT FACE="WINGDINGS">&#120;</FONT> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">The aggregate market value of shares of voting stock held by non-affiliates of the Registrant was approximately $16,269,597 based on the last reported sale price of the Registrant&#146;s Common Stock on October 31,
2002, the last business day of the Registrant&#146;s most recently completed second fiscal quarter. (Only shares beneficially owned by directors of the Registrant (excluding shares subject to options) were excluded as shares held by affiliates. By
including or excluding shares owned by anyone, the Registrant does not admit for any other purpose that any person is or is not an affiliate of the Registrant.) </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">As of July 3, 2003, the Registrant had outstanding 2,482,745 shares of Common Stock. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>DOCUMENTS INCORPORATED BY REFERENCE: </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Those portions of Kewaunee Scientific Corporation&#146;s annual report to stockholders for the fiscal year ended April 30,
2003, and of the proxy statement for use in connection with Kewaunee Scientific Corporation&#146;s annual meeting of stockholders to be held on August 27, 2003, indicated in this report are incorporated by reference into Parts I, II and III hereof.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><HR SIZE="3" NOSHADE COLOR="#000000" ALIGN="left">

<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="1">
<A NAME="toc"></A>Table of Contents</FONT><BR><HR WIDTH="102" SIZE="1" NOSHADE ALIGN="left" COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Page&nbsp;or&nbsp;Reference</FONT><BR><HR WIDTH="102" SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="15%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">PART&nbsp;I</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;1.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_1">Business</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">3</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;2.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_2">Properties</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">4</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;3.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_3">Legal Proceedings</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">5</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;4</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_4">Submission of Matters to a Vote of Security Holders</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">5</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="15%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">PART&nbsp;II</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;5.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_5">Market for Registrant&#146;s Common Equity and Related Stockholder Matters</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">6</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;6.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_6">Selected Financial Data</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">6</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;7.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_7">Management&#146;s Discussion and Analysis of Financial Condition and Results of Operations</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">6</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;7A.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_8">Quantitative and Qualitative Disclosures About Market Risk</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">6</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;8.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_9">Financial Statements and Supplementary Data</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">6</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;9.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_10">Changes in and Disagreements with Accountants on Accounting and Financial Disclosure</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">6</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="15%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">PART III</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;10.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_11">Directors and Executive Officers of the Registrant</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">7</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;11.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_12">Executive Compensation</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">8</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;12.</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_13">Security Ownership of Certain Beneficial Owners and Management</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">8</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;13.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_14">Certain Relationships and Related Transactions</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">8</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;14.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_15">Controls and Procedures</A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">9</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="15%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">PART IV</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="6%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Item&nbsp;15.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="62%"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_16">Exhibits, Financial Statement Schedules, and Reports on Form 8-K </A></FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">10</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="15%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_17">SIGNATURES</A></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">13</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="15%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_18">CERTIFICATIONS</A></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">14</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="15%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">
<A HREF="#tx18952_19">EXHIBIT&nbsp;INDEX</A></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">16</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">PART I </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;&nbsp;1.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_1"></A>Business</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>General
</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The principal business of the Registrant is the design,
manufacture and installation of scientific and technical furniture. These products are primarily sold through purchase orders and contracts submitted by customers, through the Registrant&#146;s dealers and commissioned agents, a national
distributor, and through competitive bids submitted by the Registrant, and subsidiaries located in Singapore and Bangalore, India. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Company&#146;s operations are classified into two business segments: laboratory products and technical products. The laboratory products segment
principally designs, manufactures, and installs steel and wood laboratory cabinetry, fume hoods, flexible systems and worksurfaces. Laboratory products are sold principally to pharmaceutical, biotechnology, industrial, chemical and commercial
research laboratories, educational institutions, health care institutions, and governmental entities. The technical products segment principally manufactures and sells technical furniture including network metal cabinetry, network storage systems,
workstations, workbenches, and computer enclosures. Technical products are sold principally to manufacturing facilities and users of computer and networking furniture. Financial information pertaining to each of the Registrant&#146;s business
segments is presented in Note 9, &#147;Segment Information,&#148; at page 24 of the Registrant&#146;s annual report to stockholders for the year ended April 30, 2003, which Note is incorporated herein by reference. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">It is common in the laboratory furniture industry for customer orders to
require delivery at extended future dates, because the products are frequently to be installed in buildings yet to be constructed. Changes or delays in building construction may cause delays in delivery of the orders. Since prices are normally
quoted on a firm basis in the industry, the Registrant bears the burden of possible increases in labor and material costs between receipt of an order and delivery of the product. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The need for working capital and the credit practices of the Registrant are comparable to those of other companies
manufacturing and selling similar products in similar markets. Payments for the Registrant&#146;s laboratory products are received over longer periods of time than payments for many other types of manufactured products, thus requiring increased
working capital. In addition, payment terms associated with certain projects provide for a retention amount until completion of the project, thus also increasing required working capital. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The principal raw materials and products manufactured by others used by the Registrant in its products are cold-rolled
carbon and stainless steel, hardwood lumber and plywood, paint, chemicals, resins, hardware, plumbing and electrical fittings. Such materials and products are purchased from multiple suppliers and are readily available. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Registrant holds various patents and patent rights but does not consider
that its success or growth is dependent upon its patents or patent rights. The Registrant&#146;s business is not dependent upon licenses, franchises or concessions. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Registrant&#146;s business is not cyclical, although sales are sometimes lower during the Registrant&#146;s third
quarter because of slower construction activity in certain areas of the country during the winter months. The Registrant&#146;s business is not dependent on any one or a few customers; however, sales to VWR International represented 14 percent, 12
percent, and 13 percent of the Registrant&#146;s total sales in fiscal years 2003, 2002 and 2001, respectively. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Registrant&#146;s order backlog at April 30, 2003 was $51.5 million, as compared to $34.2 million at April 30, 2002 and $35.5 million at April 30,
2001. All but $947,000 of the backlog at April 30, 2003 was scheduled for shipment during fiscal year 2004; however, it may reasonably be expected that </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">delays in shipments will occur because of customer rescheduling or delay in completion of projects which involve the
installation of the Registrant&#146;s products. Based on past experience, the Registrant expects that more than 90 percent of its order backlog at April 30, 2003 will be shipped during fiscal year 2004. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Competition </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Registrant considers the industries in which it competes to be highly competitive and believes that the principal
competitive factors are price, product performance, and customer service. A significant portion of the business of the Registrant is based upon competitive public bidding. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Research and Development </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The amount spent during the fiscal year ended April 30, 2003 on company-sponsored research and development activities related to new products or services
or improvement of existing products or services was $721,571. The amounts spent for similar purposes in the fiscal years ended April 30, 2002 and 2001 were $618,273 and $742,860, respectively. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Environmental Compliance </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In the last three fiscal years, compliance with federal, state or local
provisions enacted or adopted regulating the discharge of materials into the environment has had no material effect on the Registrant. There are no material capital expenditures anticipated for such purposes, and no material effect therefrom is
anticipated on the earnings or competitive position of the Registrant. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2"><B>Employees </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The number of persons employed by
the Registrant at April 30, 2003 was 543. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Safe Harbor Statement under the
Private Securities Litigation Reform Act of 1995 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Certain
statements included and referenced in this report, including Management&#146;s Discussion and Analysis of Financial Condition and Results of Operations, constitute &#147;forward-looking&#148; statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the &#147;Reform Act&#148;). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could significantly impact results or achievements expressed or implied by such
forward-looking statements. These factors include, but are not limited to, economic, competitive, governmental, and technological factors affecting the Company&#146;s operations, markets, products, services, and prices. The cautionary statements
made pursuant to the Reform Act herein and elsewhere by the Company should not be construed as exhaustive. The Company cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking
statements. In addition, readers are urged to consider statements that include the terms &#147;believes,&#148; &#147;belief,&#148; &#147;expects,&#148; &#147;plans,&#148; &#147;objectives,&#148; &#147;anticipates,&#148; &#147;intends&#148; or the
like to be uncertain and forward-looking. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;&nbsp;2.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_2"></A>Properties</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The
Registrant owns and operates three plants in Statesville, North Carolina. The plants are involved in the production of the Registrant&#146;s products. The plants are located in three separate adjacent buildings, which contain manufacturing
facilities and warehouse space. Sales and marketing, administration, engineering and drafting personnel and facilities are also located in each of the three buildings. The Registrant&#146;s corporate offices are located in the largest building. The
plant buildings together comprise approximately 382,000 square feet and are located on approximately 20 acres of land. In addition, at April 30, 2003, the Registrant leased warehouse facilities totaling 132,000 square feet in Statesville, North
Carolina. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>


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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Company also owns and has for sale two vacant buildings which together comprise approximately 129,000
square feet located on 30 acres in Lockhart, Texas. This property was the site of the Company&#146;s technical products business until this business was relocated to Statesville in fiscal year 2003. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">All of the facilities which the Registrant owns are held free and clear of
any encumbrances. The Registrant believes its facilities are suitable for their respective uses and are adequate for its current needs. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;&nbsp;3.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_3"></A>Legal Proceedings</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">The Company is involved in a legal dispute with Bernards Bros. Inc., a former customer of the Company. The dispute was the subject of lengthy arbitration proceedings completed in December 2000. In fiscal year 2001, the Company recorded a
charge of $391,000, including an estimated liability of $134,000 for final settlement of the matter, based on its interpretation of the Arbitrator&#146;s award. In June 2003, a judgment was entered in the case against the Company and two other
defendants identifying the responsibility for the payment of the Arbitrator&#146;s award. The Company continues to analyze the judgment; however, the Company believes its ultimate liability under the judgment approximates the amount previously
recorded in the financial statements. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In fiscal year 1998, the
Company filed a Complaint against a general contractor to recover certain costs incurred by the Company outside of the scope of a construction contract. On April 28, 2003, an agreement was reached between the Company and the Assistant Attorney
General responsible for the New York State University Construction Fund (the &#147;Fund&#148;) for the resolution of this claim. The agreement includes the immediate payment of approximately $500,000 to the Company, with a reservation of the
Company&#146;s right to seek additional interest on the agreed upon costs recovered by the Company under the settlement. The agreement remains unenforceable until approval by the Board of Directors of the Fund and additional representatives of the
New York State Attorney General&#146;s Office. The Company has been informed orally that such approvals were obtained in the first quarter of fiscal year 2004 and payment of the settlement amount is expected to be received in the first or second
quarter of such year. When the settlement is paid, the Company expects to recognize a gain of approximately $300,000 after deducting legal costs in the matter. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">From time to time, the Registrant is involved in certain other disputes and litigation relating to claims arising out of its operations in the ordinary
course of business. Further, the Registrant periodically is subject to government audits and inspections. The Registrant believes that any such matters presently pending will not, individually or in the aggregate, have a material adverse effect on
the Registrant&#146;s results of operations or financial condition. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;&nbsp;4.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_4"></A>Submission of Matters to a Vote of Security Holders</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Not Applicable. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P>


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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">PART II </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;5.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_5"></A>Market for Registrant&#146;s Common Equity and Related Stockholder Matters</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Incorporated by reference from the Registrant&#146;s annual report to stockholders for the fiscal year ended April 30, 2003, page 27, sections entitled
&#147;Range of Market Prices&#148; and &#147;Quarterly Financial Data&#148;. As of July 3, 2003, the Registrant estimates there were approximately 1,004 stockholders of the Registrant&#146;s common shares, of which 273 were stockholders of record.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;6.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_6"></A>Selected Financial Data</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">Incorporated by reference from the Registrant&#146;s annual report to stockholders for the fiscal year ended April 30, 2003, page 26, section entitled &#147;Summary of Selected Financial Data.&#148; </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;7.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_7"></A>Management&#146;s Discussion and Analysis of Financial Condition and Results of Operations</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Incorporated by reference from the Registrant&#146;s annual report to stockholders for the fiscal year ended April 30, 2003, pages 8-11, section entitled
&#147;Management&#146;s Discussion and Analysis.&#148; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;7A.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_8"></A>Quantitative and Qualitative Disclosures About Market Risk</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Registrant is exposed to market risk in the area of interest rates. This exposure is associated with amounts outstanding under a bank note, certain
lease obligations for production machinery, and any future advances under the revolving credit loan, all of which are priced on a floating rate basis. The Registrant believes that this exposure to market risk is not material. The Registrant entered
into an interest swap agreement in fiscal year 2002, whereby $1.5 million of the outstanding principal amount of the bank note effectively converted to a fixed rate of 6.37%, beginning May 1, 2002. The notional amount of this interest rate hedge is
reduced in the same proportion as the principal balance of the bank note over the remaining term of the bank note. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;8.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_9"></A>Financial Statements and Supplementary Data</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">Incorporated by reference from the Registrant&#146;s annual report to stockholders for the fiscal year ended April 30, 2003, pages 12-24. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;9.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_10"></A>Changes in and Disagreements with Accountants on Accounting and Financial Disclosure</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Not Applicable. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">6 </FONT></P>


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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">PART III </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;10.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_11"></A>Directors and Executive Officers of the Registrant</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) Incorporated by reference from the Registrant&#146;s proxy statement for use in connection with its annual meeting of stockholders to be held on
August 27, 2003, pages 1-4, section entitled &#147;Election of Directors&#148;. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(b) The names and ages of the Registrant&#146;s executive officers and their business experience during the past five years are set forth below: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>Executive Officers of the Registrant</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="bottom" WIDTH="32%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="1">Name</FONT></P><HR WIDTH="31" SIZE="1" NOSHADE ALIGN="left" COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="32%" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Age</FONT></P><HR WIDTH="24" SIZE="1" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="32%" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Position</FONT></P><HR WIDTH="46" SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">William A. Shumaker</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="2">55</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">President and Chief Executive Officer</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">D. Michael Parker</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="2">51</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Senior Vice President, Finance,</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Chief Financial Officer,</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">Treasurer and Secretary</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Roger L. Eggena</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="2">62</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Vice President, Manufacturing</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">James J. Rossi</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="2">61</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Vice President, Human Resources</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Kurt P. Rindoks</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="2">45</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Vice President, Engineering</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">and Product Development</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Kenneth E. Sparks</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="32%"><FONT FACE="Times New Roman" SIZE="2">40</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="32%"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Vice President,</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">General Manager</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
FACE="Times New Roman" SIZE="2">Technical Furniture Group</FONT></P></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><I>William A.
Shumaker</I> has served as President of the Registrant since August 1999 and Chief Executive Officer since September 2000. He was elected a director of the Registrant in February 2000. He served as the Chief Operating Officer from August 1998, when
he was also elected as Executive Vice President, until September 2000. Mr. Shumaker served as Vice President and General Manager of the Laboratory Products Group from February 1998 to August 1998. He joined the Registrant in December 1993 as Vice
President of Sales and Marketing. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><I>D. Michael Parker</I>
joined the Registrant in November 1990 as Director of Financial Reporting and Accounting and was promoted to Corporate Controller in November 1991. Mr. Parker has served as Chief Financial Officer, Treasurer and Secretary since August 1995. He was
elected Vice President of Finance in August 1995 and Senior Vice President of Finance in August 2000. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><I>Roger L. Eggena</I> joined the Registrant in August 1997 as a plant manager and was promoted to Director of Manufacturing in January 1998. He was
elected a Vice President of the Registrant in August 2000. Prior to joining the Registrant, Mr. Eggena was Vice President of Manufacturing with MDT Corporation from 1992 to 1996 and a consultant with Phillips Resource Group from 1996 to 1997.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><I>James J. Rossi</I> joined the Registrant in March 1984 as
Corporate Director of Human Resources and has served as Vice President of Human Resources since January 1996. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">7 </FONT></P>


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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><I>Kurt P. Rindoks</I> joined the Registrant in July 1985 as an engineer. He was promoted to Director of
Product Development in August 1991 and assumed the additional responsibilities of Director of Engineering in July 1995. He has served as Vice President of Engineering and Product Development since September 1996. Additionally, from May 1998 through
October 2001, he served as General Manager of the Company&#146;s Resin Materials Division. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2"><I>Kenneth E. Sparks</I> joined the Registrant in December 1997 as Director of Sales and Marketing of the Technical Furniture Group and was named General Manager of the Technical Furniture Group in August 1999. He was
elected a Vice President in February 2001. Prior to joining the Registrant, Mr. Sparks was Vice President of Customer Satisfaction with AllSteel, Inc. from 1996 to 1997 and held various leadership positions in sales and marketing with The HON
Company from 1986 to 1996. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;11.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_12"></A>Executive Compensation</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">Incorporated by reference from the Registrant&#146;s proxy statement for use in connection with its annual meeting of stockholders to be held on August 27, 2003, pages 5-7, section entitled &#147;Executive Compensation,&#148; pages 8-9,
section entitled &#147;Compensation Committee Report on Executive Compensation,&#148; and page 12, section entitled &#147;Agreements with Certain Executives.&#148; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;12.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_13"></A>Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Information regarding the security ownership of certain beneficial owners and management is incorporated by reference from the Registrant&#146;s proxy
statement for use in connection with its annual meeting of stockholders to be held on August 27, 2003, pages 13-14, sections entitled &#147;Security Ownership of Directors and Executive Officers&#148; and &#147;Security Ownership of Certain
Beneficial Owners.&#148; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The following table sets forth
certain information as of April 30, 2003 with respect to compensation plans under which our equity securities are authorized for issuance: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">

<TR>
<TD VALIGN="bottom" WIDTH="58%" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Plan Category</FONT></P><HR WIDTH="80" SIZE="1" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Number&nbsp;of</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="1">securities&nbsp;to&nbsp;be</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">issued&nbsp;upon</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1">exercise&nbsp;of</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">outstanding</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1">options,&nbsp;warrants</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">and&nbsp;rights</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">(a)</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Weighted&nbsp;average</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1">exercise&nbsp;price&nbsp;of</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">outstanding&nbsp;options,</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">warrants&nbsp;and&nbsp;rights</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">(b)</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Number&nbsp;of&nbsp;securities</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1">remaining&nbsp;available&nbsp;for</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">future&nbsp;issuance&nbsp;under<BR>equity&nbsp;compensation</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">plans&nbsp;(excluding</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="1">securities&nbsp;reflected&nbsp;in</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">column&nbsp;(a))</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1">(c)</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top" WIDTH="58%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Equity Compensation Plans approved by Security Holders:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="58%"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">1991 Key Employee Stock Option Plan</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">129,325</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">$9.83</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">-0-</FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top" WIDTH="58%"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">1993 Stock Option Plan for Directors</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;5,000</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">$9.95</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">-0-</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="58%"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">2000 Key Employee Stock Option Plan</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;79,528</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">$9.33</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">20,472</FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top" WIDTH="58%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Equity Compensation Plans not approved by Security Holders:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&#151;&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;&nbsp;&nbsp;</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;13.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_14"></A>Certain Relationships and Related Transactions</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">Incorporated by reference from the Registrant&#146;s proxy statement for use in connection with its annual meeting of stockholders to be held on August 27, 2003, pages 1-4, section entitled &#147;Election of
Directors&#148; and page 12, section entitled &#147;Agreements with Certain Executives.&#148; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">8 </FONT></P>


<p Style='page-break-before:always'>
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<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;14.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_15"></A>Controls and Procedures</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">We maintain disclosure controls and procedures that are intended to ensure that the information required to be disclosed in our Exchange Act filings is properly and timely recorded, processed, summarized and reported. The Company&#146;s
management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of April 30, 2003. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the disclosure controls and procedures were effective for fiscal year 2003 covered by this Form 10-K. In designing disclosure controls and procedures, the Company&#146;s management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives, and that management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Nevertheless, management believes that the Company&#146;s disclosure controls and procedures are effective. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date of
their evaluation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">9 </FONT></P>


<p Style='page-break-before:always'>
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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">PART IV </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B><U>Item&nbsp;15.</U></B></FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B><U>
<A NAME="tx18952_16"></A>Exhibits, Financial Statement Schedules and Reports on Form 8-K</U> </B></FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The following documents are filed or incorporated by reference as part of this report: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="top" NOWRAP WIDTH="4%"><FONT FACE="Times New Roman" SIZE="2">(a)(1)</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><U>Financial Statements</U></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="6%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Page&nbsp;or</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1">Reference</FONT></P><HR WIDTH="56" SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Consolidated Statements of Operations Years ended April 30, 2003, 2002 and 2001</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">12*</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Consolidated Statements of Stockholders&#146; Equity Years ended April 30, 2003, 2002 and 2001</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">12*</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Consolidated Balance Sheets &#150; April 30, 2003 and 2002</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">13*</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Consolidated Statements of Cash Flows &#150; Years ended April 30, 2003, 2002 and 2001</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">14*</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Notes to Financial Statements</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">15-24*</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Report of Independent Accountants</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">25*</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" NOWRAP WIDTH="4%"><FONT FACE="Times New Roman" SIZE="2">(a)(2)</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><U>Financial Statement Schedule</U></FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Report of Independent Accountants on Financial Statement Schedules</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">11</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Schedule I &#150; Valuation and Qualifying Accounts</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">12</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="4"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related
instructions or are inapplicable and, therefore, have been omitted.</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" NOWRAP WIDTH="4%"><FONT FACE="Times New Roman" SIZE="2">(a)(3)</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"><FONT FACE="Times New Roman" SIZE="2"><U>Exhibits</U></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="4"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index, which is attached hereto at pages 16 through 19 and which is incorporated herein by
reference.</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" NOWRAP WIDTH="4%"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="86%"><FONT FACE="Times New Roman" SIZE="2"><U>Reports on Form 8-K</U></FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="4"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" WIDTH="6%"><FONT FACE="Times New Roman" SIZE="2">No reports on Form 8-K were filed during the Registrant&#146;s fiscal year ended April 30, 2003.</FONT></TD></TR>
</TABLE><HR WIDTH="8%" SIZE="1" NOSHADE COLOR="#000000" ALIGN="left">
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">*</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Matters incorporated by reference to the page numbers shown in the Registrant&#146;s annual report to stockholders for the year ended April 30, 2003. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10 </FONT></P>


<p Style='page-break-before:always'>
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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">REPORT OF INDEPENDENT ACCOUNTANTS ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULES </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">To the Stockholders and Board of Directors of Kewaunee Scientific Corporation </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Our audits of the financial statements referred to in our report dated June 4, 2003 appearing
in the 2003 Annual Report to Shareholders of Kewaunee Scientific Corporation (which report and financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed
in Item 14(a)(2) of this Form 10-K. In our opinion, Page 1 of this Financial Statement Schedule related to fiscal years ended April 30, 2003, 2002, and 2001 presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related financial statements. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman"
SIZE="2">P<SMALL>RICEWATERHOUSE</SMALL>C<SMALL>OOPERS</SMALL> LLP </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">Charlotte, North Carolina </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">June 4, 2003 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">11 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">Schedule I, Page 1 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Kewaunee Scientific Corporation </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Valuation
and Qualifying Accounts </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">($ in thousands) </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">

<TR>
<TD VALIGN="bottom" WIDTH="67%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="1">Description</FONT></P><HR WIDTH="65" SIZE="1" NOSHADE ALIGN="left" COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Balance&nbsp;at<BR>Beginning<BR>of Period</FONT><BR><HR SIZE="1" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Bad&nbsp;Debt<BR>Expense</FONT><BR><HR SIZE="1" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Deductions*</FONT><BR><HR SIZE="1" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Balance&nbsp;at<BR>End&nbsp;of&nbsp;Period</FONT><BR><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top" WIDTH="67%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Year ended April 30, 2003</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="67%"> <P STYLE="margin-left:2.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Allowance for doubtful accounts</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">597</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">258</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">(361</FONT></TD>
<TD NOWRAP VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">494</FONT></TD></TR>
<TR>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR WIDTH="0" SIZE="3" NOSHADE ALIGN="left" COLOR="#ffffff"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top" WIDTH="67%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Year ended April 30, 2002</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="67%"> <P STYLE="margin-left:2.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Allowance for doubtful accounts</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">389</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">155</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">53</FONT></TD>
<TD NOWRAP VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">597</FONT></TD></TR>
<TR>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR WIDTH="0" SIZE="3" NOSHADE ALIGN="left" COLOR="#ffffff"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top" WIDTH="67%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Year ended April 30, 2001</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="67%"> <P STYLE="margin-left:2.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Allowance for doubtful accounts</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">490</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">(245</FONT></TD>
<TD NOWRAP VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" WIDTH="1%" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">389</FONT></TD></TR>
<TR>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR WIDTH="0" SIZE="3" NOSHADE ALIGN="left" COLOR="#ffffff"></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE ALIGN="right" COLOR="#000000"></TD>
<TD VALIGN="bottom"><HR SIZE="3" NOSHADE COLOR="#000000"></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">*</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Uncollectible accounts written off, net of recoveries. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">12 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">
<A NAME="tx18952_17"></A>SIGNATURES </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">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. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="91%"><FONT FACE="Times New Roman" SIZE="2">K<SMALL>EWAUNEE</SMALL> S<SMALL>CIENTIFIC</SMALL> C<SMALL>ORPORATION</SMALL> </FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="7%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;W<SMALL>ILLIAM</SMALL> A. S<SMALL>HUMAKER</SMALL>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="91%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">William A. Shumaker</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1">President and Chief Executive Officer</FONT></P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman"
SIZE="2">Date: July 23, 2003 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Pursuant to the requirements of
the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0">

<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(i)</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="37%"><FONT FACE="Times New Roman" SIZE="2">Principal Executive Officer</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="37%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;W<SMALL>ILLIAM</SMALL> A.
S<SMALL>HUMAKER&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">William A. Shumaker</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">President and Chief Executive Officer</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="middle" WIDTH="9%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(ii)</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="37%"><FONT FACE="Times New Roman" SIZE="2">Principal&nbsp;Financial&nbsp;and&nbsp;Accounting&nbsp;Officer</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="37%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;D. M<SMALL>ICHAEL</SMALL>
P<SMALL>ARKER&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">D. Michael Parker</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Senior Vice President, Finance</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Chief Financial
Officer</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Treasurer and Secretary</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="9%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">)</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(iii)</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="37%"><FONT FACE="Times New Roman" SIZE="2">A majority of the Board of Directors:</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)&nbsp;July&nbsp;23,&nbsp;2003</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" ALIGN="center" WIDTH="37%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;M<SMALL>ARGARET</SMALL> B<SMALL>ARR</SMALL>
B<SMALL>RUEMMER&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Margaret Barr
Bruemmer</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="38%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;S<SMALL>ILAS</SMALL>
K<SMALL>EEHN&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Silas Keehn</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="9%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P></TD></TR>
<TR>
<TD COLSPAN="3" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" ALIGN="center" WIDTH="37%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;J<SMALL>OHN</SMALL> C. C<SMALL>AMPBELL</SMALL>,
J<SMALL>R</SMALL>.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">John C. Campbell, Jr.</FONT></P></TD>

<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="38%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;E<SMALL>LI</SMALL> M<SMALL>ANCHESTER</SMALL>,
J<SMALL>R</SMALL>.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Eli Manchester, Jr.</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="9%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P></TD></TR>
<TR>
<TD COLSPAN="3" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" ALIGN="center" WIDTH="37%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;W<SMALL>ILEY</SMALL> N.
C<SMALL>ALDWELL&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Wiley N.
Caldwell&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="38%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;J<SMALL>AMES</SMALL> T.
R<SMALL>HIND&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">James T. Rhind</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="middle" WIDTH="9%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P></TD></TR>
<TR>
<TD COLSPAN="3" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" ALIGN="center" WIDTH="37%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;W<SMALL>ILLIAM</SMALL> A.
S<SMALL>HUMAKER&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="9%"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">)</FONT></P></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3" ALIGN="center" WIDTH="37%"><FONT FACE="Times New Roman" SIZE="1">William A. Shumaker</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="2%" ><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="9%"><FONT FACE="Times New Roman" SIZE="2">)</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">13 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">
<A NAME="tx18952_18"></A>CERTIFICATIONS </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">I, William A. Shumaker, certify that:
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">1.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">I have reviewed this annual report on Form 10-K of Kewaunee Scientific Corporation; </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">2.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Based on my knowledge, this annual 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 annual report; </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">3.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report; </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">4.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The registrant&#146;s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have: </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">designed such disclosure controls and procedures 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 annual report is being prepared; </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">evaluated the effectiveness of the registrant&#146;s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the
&#147;Evaluation Date&#148;); and </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">c)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
</FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">5.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The registrant&#146;s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant&#146;s auditors and the audit committee of
registrant&#146;s board of directors (or persons performing the equivalent functions): </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant&#146;s ability to record, process, summarize and report
financial data and have identified for the registrant&#146;s auditors any material weaknesses in internal controls; and </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant&#146;s internal controls; and </FONT></TD></TR></TABLE>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">6.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The registrant&#146;s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD HEIGHT="16"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="100%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;W<SMALL>ILLIAM</SMALL> A.
S<SMALL>HUMAKER&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="bottom" ALIGN="center" WIDTH="100%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">William A. Shumaker</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1">President</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">and Chief Executive Officer</FONT></P></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">Date:
July 23, 2003 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">14 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">CERTIFICATIONS </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">I, D. Michael Parker, certify that: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">1.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">I have reviewed this annual report on Form 10-K of Kewaunee Scientific Corporation; </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">2.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Based on my knowledge, this annual 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 annual report; </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">3.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report; </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">4.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The registrant&#146;s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have: </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">designed such disclosure controls and procedures 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 annual report is being prepared; </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">evaluated the effectiveness of the registrant&#146;s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the
&#147;Evaluation Date&#148;); and </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">c)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
</FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">5.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The registrant&#146;s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant&#146;s auditors and the audit committee of
registrant&#146;s board of directors (or persons performing the equivalent functions): </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">a)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant&#146;s ability to record, process, summarize and report
financial data and have identified for the registrant&#146;s auditors any material weaknesses in internal controls; and </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">b)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant&#146;s internal controls; and </FONT></TD></TR></TABLE>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">6.</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">The registrant&#146;s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD HEIGHT="16"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="100%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;D. M<SMALL>ICHAEL</SMALL>
P<SMALL>ARKER&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD VALIGN="bottom" ALIGN="center" WIDTH="100%"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">D. Michael Parker</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1">Senior Vice President, Finance</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Chief Financial Officer</FONT></P></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">Date:
July 23, 2003 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">15 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">KEWAUNEE SCIENTIFIC CORPORATION </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>
<A NAME="tx18952_19"></A>Exhibit Index</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Page&nbsp;Number</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="1">(or&nbsp;Reference)</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="right" WIDTH="1%"><FONT FACE="Times New Roman" SIZE="2">3</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Articles of incorporation and by-laws</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">3.1</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Restated Certificate of incorporation (as amended)</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(2)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">3.2</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By-Laws (as amended as of May 22, 2002)</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(15)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="1%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Material Contracts</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">10.1</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation (as Amended and Restated Effective as of May 1, 2001)</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.2</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Kewaunee Scientific Corporation 1985 Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation (as Amended and Restated Effective as of May 1,
2001)</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">10.2A</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">First Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">10.3</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Kewaunee Scientific Corporation Supplemental Retirement Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(3)</FONT></TD></TR>
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<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">10.19</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Kewaunee Scientific Corporation 1991 Key Employee Stock Option Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(4)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">10.19A</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">First Amendment dated August 28, 1996 to the Kewaunee Scientific Corporation Key Employee Stock Option Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(8)</FONT></TD></TR>
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<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">10.19B</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Second Amendment dated August 26, 1998 to the Kewaunee Scientific Corporation Key Employee Stock Option Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(10)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">10.21</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Kewaunee Scientific Corporation Executive Deferred Compensation Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(5)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">10.21A</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Second Amendment dated June 17, 1997 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(9)</FONT></TD></TR>
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<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"><FONT FACE="Times New Roman" SIZE="2">10.21B</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Third Amendment dated June 17, 1997 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(9)</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">16 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Page&nbsp;Number<BR>(or&nbsp;Reference)</FONT><BR><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
<TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.21C</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Fourth Amendment dated December 1, 1998 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(10)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.21D</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Fifth Amendment dated December 5, 2001 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(15)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.21E</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Sixth Amendment dated December 17, 2002 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.21F</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Seventh Amendment dated February 28, 2002 to the Kewaunee Scientific Corporation Executive Deferred Compensation Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.26</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Kewaunee Scientific Corporation Stock Option Plan for Directors</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(6)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.34</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(7)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.34A</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Amendments (2) dated June 17, 1997 to the 401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(9)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.34B</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Amendments (12) dated December 17, 2002 to the 401(k) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.38</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Change of Control agreement dated as of November 12, 1999 between William A. Shumaker and the Registrant.</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(11)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.38A</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Change of Control agreement extension dated as of June 25, 2002 between William A. Shumaker and the Registrant.</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(15)</FONT></TD></TR>
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<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.39</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Change of Control agreement dated as of November 12, 1999 between D. Michael Parker and the Registrant.</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(11)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.39A</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Change of Control agreement extension dated as of June 25, 2002 between D. Michael Parker and the Registrant.</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(15)</FONT></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.40</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Change of Control agreement dated as of November 12, 1999 between James J. Rossi and the Registrant.</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(11)</FONT></TD></TR>
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<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.40A</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Change of Control agreement extension dated as of June 25, 2002 between James J. Rossi and the Registrant.</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(15)</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">17 </FONT></P>


<p Style='page-break-before:always'>
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<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1">Page&nbsp;Number</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="1">(or&nbsp;Reference)</FONT></P><HR SIZE="1" NOSHADE COLOR="#000000"></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.41</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Change of Control agreement dated as of January 20, 2000 between Kurt P. Rindoks and the Registrant.</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(11)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.41A</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Change of Control agreement extension dated as of June 25, 2002 between Kurt P. Rindoks and the Registrant.</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(15)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.42</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Kewaunee Scientific Corporation Pension Equalization Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(12)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.42A</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">First Amendment dated May 27, 1999 to the Kewaunee Scientific Corporation Pension Equalization Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(12)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.43</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Letter Agreement dated as of July 18, 1997 between Roger L. Eggena and the Registrant</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(14)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.44</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Change of Control agreement dated as of February 23, 2003 between Kenneth E. Sparks and the Registrant</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.45</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">(13)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">10.46</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Fiscal Year 2004 Incentive Bonus Plan</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="1%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">13</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Annual Reports to Stockholders for the fiscal year ended April 30, 2003 (Such Report, except to the extent<BR>incorporated herein by reference, is being furnished for the
information of the Securities and Exchange<BR>Commission only and is not deemed filed as a part of this annual report on Form 10-K)</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="1%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">23</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Consent of PricewaterhouseCoopers LLP</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top" WIDTH="1%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">99</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" WIDTH="77%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Additional Exhibits</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">99.1</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="6%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="5%"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">99.2</FONT></P></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" WIDTH="77%"><FONT FACE="Times New Roman" SIZE="2">Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002</FONT></TD>
<TD VALIGN="bottom" WIDTH="5%" ><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="2%"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">(All other exhibits are either
inapplicable or not required.) </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">18 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">Footnotes </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(1)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed with this Form 10-K with the Securities and Exchange Commission. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(2)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year
ended April 30, 1985, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(3)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year
ended April 30, 1985, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(4)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 26, 1991, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(5)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year
ended April 30, 1992, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(6)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 23, 1993, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(7)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year
ended April 30, 1996, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(8)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 31, 1996, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;(9)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year
ended April 30, 1998, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(10)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year
ended April 30, 1999, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(11)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly
period ended January 31, 2000, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(12)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year
ended April 30, 2000, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(13)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 20, 2000 and incorporated herein by reference. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(14)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year
ended April 30, 2001, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(15)</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year
ended April 30, 2002, and incorporated herein by reference. </FONT></TD></TR></TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">19 </FONT></P>

</BODY></HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>RE-ESTABLISHED RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY


            RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES OF
                         KEWAUNEE SCIENTIFIC CORPORATION

              (As Amended and Restated Effective as of May 1, 2001)

<PAGE>





                           [Intentionally Left Blank]

<PAGE>


              RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES
                                       OF
                         KEWAUNEE SCIENTIFIC CORPORATION

              (As Amended and Restated Effective as of May 1, 2001)

          WHEREAS, prior to April 30, 1985, Kewaunee Scientific Corporation,
formerly known as Kewaunee Scientific Equipment Company, maintained the Kewaunee
Scientific Equipment Corporation Salaried Employees' Retirement Plan, which was
terminated effective April 30, 1985, and replaced, effective as of May 1, 1985,
with the Re-established Retirement Plan for Salaried Employees of Kewaunee
Scientific Equipment Corporation, which was amended and restated in its entirety
effective as of May 1, 1989, in order to comply with the Tax Reform Act of 1986,
and renamed effective as of May 1, 1991, as the "Re-Established Retirement Plan
for Salaried Employees of Kewaunee Scientific Corporation" (the "Plan"), and was
again amended and restated effective as of May 1, 1989, in order to comply with
the Tax Reform Act of 1986; and

          WHEREAS, the Kewaunee Scientific Corporation (the "Company") has
determined that it is again desirable to restate the Plan in its entirety to
incorporate certain design changes and to incorporate the requirements of the
Internal Revenue Code of 1986, as amended (the "Code") and the Employee
Retirement Income Security Act of 1974 ("ERISA") that have been amended by
Congress' enactment of the Uniformed Services Employment and Reemployment Rights
Act of 1994, the General Agreement on Tariffs and Trades Act of 1994, the Small
Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the
Internal Revenue Service Restructuring and Reform Act of 1998, the Community
Renewal Tax Relief Act of 2000, the Economic Growth and Tax Relief
Reconciliation Act of 2001, and to make other necessary changes.

          NOW, THEREFORE, pursuant to the power reserved to the Company by the
Company's Board of Directors, and pursuant to the authority delegated to the
undersigned by resolutions of the Company's Board of Directors, the Plan be and
it is hereby amended and restated effective as of May 1, 2001, as follows.

          IN WITNESS WHEREOF, the Company has caused these presents to be signed
on its behalf by its officers duly authorized, this 7/th/ day of November, 2002.


                                        KEWAUNEE SCIENTIFIC CORPORATION


                                        By:       /s/  D. Michael Parker
                                           -------------------------------------
                                               The Vice President of Finance
                                                 for the Board of Directors

                                      -ii-

<PAGE>

                                   CERTIFICATE

     The attached document is an accurate and complete copy of the
RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES OF KEWAUNEE SCIENTIFIC
CORPORATION as amended and restated effective as of May 1, 2001.

          Dated this 7/th/ of November, 2002

                                        KEWAUNEE SCIENTIFIC CORPORATION


                                        By:        /s/  D. Michael Parker
                                           -------------------------------------
                                               The Vice President of Finance
                                                 for the Board of Directors
                                                          (Seal)

                                     -iii-

<PAGE>

              RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES
                                       OF
                         KEWAUNEE SCIENTIFIC CORPORATION

                                TABLE OF CONTENTS
                                -----------------
                                                                           Page
                                                                           ----
ARTICLE I     INTRODUCTION.....................................................1

       1.1.   History of the Plan..............................................1

       1.2.   Plan Objectives..................................................1

ARTICLE II    DEFINITIONS......................................................2

       2.1    Accrued Benefit..................................................2

       2.2    Actuarial (or Actuarially) Equivalent............................2

       2.3    Anniversary Date.................................................2

       2.4    Beneficiary......................................................2

       2.5    Benefit Commencement Date........................................2

       2.6    Board............................................................2

       2.7    Break in Service.................................................2

       2.8    Childbirth Leave Hours...........................................3

       2.9    Code.............................................................3

       2.10   Committee........................................................3

       2.11   Company..........................................................3

       2.12   Compensation.....................................................3

       2.13   Effective Date...................................................5

       2.14   Employee.........................................................5

       2.15   Employer.........................................................5

       2.16   Entry Date.......................................................6

       2.17   ERISA............................................................6

                                       -iv-

<PAGE>

       2.18   Final Average Compensation.......................................6

       2.19   Highly Compensated Employee......................................6

       2.20   Hour of Service..................................................7

       2.21   Key Employee.....................................................8

       2.22   Key Employee Test Period.........................................9

       2.23   Leave of Absence.................................................9

       2.24   Non-Key Employee................................................10

       2.25   Normal Retirement Age...........................................10

       2.26   Normal Retirement Date..........................................10

       2.27   Participant.....................................................10

       2.28   Pension.........................................................10

       2.29   Plan Year.......................................................10

       2.30   Primary Social Security Benefit.................................10

       2.31   Qualified Domestic Relations Order..............................10

       2.32   Related Company.................................................11

       2.33   Retirement......................................................11

       2.34   Top-Heavy Determination Date....................................11

       2.35   Top-Heavy Year..................................................11

       2.36   Transfer........................................................13

       2.37   Trust Fund......................................................13

       2.38   Trustee.........................................................13

       2.39   Year of Service.................................................13

ARTICLE III   PARTICIPATION...................................................14

       3.1    Eligibility to Participate......................................14

       3.2    Duration of Participation.......................................14

       3.3    Participation Upon Re-Employment................................14

                                       -v-

<PAGE>

ARTICLE IV    FACTORS USED IN DETERMINING PLAN BENEFITS.......................15

       4.1.   Credited Service................................................15

       4.2.   Vesting Service.................................................15

       4.3.   Vesting Date....................................................16

       4.4    Break in Service................................................16

       4.5    Transfers.......................................................16

ARTICLE V     REQUIREMENTS FOR PENSIONS.......................................17

       5.1    Normal Retirement...............................................17

       5.2    Early Retirement................................................17

       5.3    Deferred Vested Pension.........................................17

       5.4    Deferred Vested Pension.........................................17

       5.5    Vesting Following Plan Amendment................................17

ARTICLE VI    AMOUNT OF PENSIONS..............................................18

       6.1    Benefits Generally..............................................18

       6.2    Normal Retirement Pension.......................................18

       6.3    Early Retirement Pension........................................19

       6.4    Deferred Vested Pension.........................................19

       6.5    Maximum Pensions................................................19

       6.6    Combined Plan Limitation........................................22

       6.7    Additional Restrictions.........................................22

       6.8    Conditions Affecting Pensions...................................23

       6.9    Minimum Benefits in Top-Heavy Years.............................23

       6.10   Payment of Incorrect Pension Amount.............................24

ARTICLE VII   FORM AND PAYMENT OF PENSIONS....................................25

       7.1    Payment of Pensions.............................................25

       7.2    Other Survivorship Benefits.....................................26

                                       -vi-

<PAGE>

       7.3    Optional Forms of Benefits......................................27

       7.4    Election Procedures.............................................28

       7.5    Small Pensions..................................................29

       7.6    Designation of Beneficiaries....................................31

       7.7    Benefit Commencement Date.......................................31

       7.8    Employment After Normal Retirement Age..........................32

ARTICLE VIII  APPLICATION FOR BENEFITS, CLAIMS PROCEDURE AND
              GENERAL PROVISIONS..............................................33

       8.1    Advance Written Applications Required...........................33

       8.2    Information Required............................................33

       8.3    Denial of Benefits..............................................33

       8.4    Review Procedure................................................33

       8.5    Responsibility for Correctness of Address.......................34

       8.6    Payments for Incompetents.......................................34

       8.7    Non-Alienation of Benefits......................................34

ARTICLE IX    ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR.................36

       9.1    Appointment of Committee........................................36

       9.2    Committee Actions...............................................36

       9.3    Resignation or Removal of Committee Member......................36

       9.4    Powers and Duties of Committee..................................37

       9.5    Discharge of Fiduciary..........................................37

       9.6    Records Required................................................38

       9.7    Indemnification.................................................38

       9.8    Liability of Committee..........................................38

       9.9    Plan Administrator..............................................38

ARTICLE X     CONTRIBUTIONS AND FUNDING.......................................39

       10.1   General.........................................................39

                                      -vii-

<PAGE>

       10.2   Amount of Contributions.........................................39

       10.3   Payment of Contributions........................................39

       10.4   Time for Payment................................................39

       10.5   Forfeitures.....................................................39

       10.6   Payment of Benefits and Expenses................................39

       10.7   Participant Contributions.......................................39

ARTICLE XI    EMPLOYEE RIGHTS.................................................40

       11.1   Benefits of Participants and Beneficiaries......................40

       11.2   Protection from Reprisal........................................40

       11.3   Non-Guarantee of Employment.....................................40

       11.4   Nonforfeitability of Benefits...................................40

       11.5   No Decrease in Benefits.........................................40

ARTICLE XII   AMENDMENT AND TERMINATION.......................................41

       12.1   Permanency......................................................41

       12.2   Amendments......................................................41

       12.3   Permanent Discontinuance of Contributions.......................41

       12.4   Termination.....................................................41

       12.5   Partial Termination.............................................42

       12.6   Liquidation of Trust Fund.......................................42

       12.7   Allocation Procedures...........................................43

       12.8   Distribution Procedures.........................................45

       12.9   Residual Amounts................................................45

       12.10  Merger, Consolidation or Transfer of Assets or Liabilities......45

ARTICLE XIII  NO REVERSION TO EMPLOYER........................................46

       13.1   Trust Fund Recovery.............................................46

ARTICLE XIV   MULTIPLE EMPLOYERS..............................................47

                                      -viii-

<PAGE>

ARTICLE XV    MISCELLANEOUS...................................................48

       15.1   Limitation of Liability.........................................48

       15.2   Reference to Other Documents....................................48

       15.3   Governing Law...................................................48

       15.4   Severability....................................................48

       15.5   Litigation......................................................48

       15.6   Conformance with Code and ERISA.................................48

       15.7   Adequacy of Evidence............................................48

       15.8   Waiver of Notice................................................49

       15.9   Successors......................................................49

       15.10  Validity of Actions.............................................49

       EXHIBIT A .............................................................50

                                       -ix-

<PAGE>


              RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES
                                       OF
                         KEWAUNEE SCIENTIFIC CORPORATION

              (As Amended and Restated Effective as of May 1, 2001)

                                    ARTICLE I

                                  INTRODUCTION
                                  ------------

          1.1.  History of the Plan. Prior to April 30, 1985, Kewaunee
Scientific Corporation, a Delaware Corporation (previously known as Kewaunee
Scientific Equipment Corporation) maintained a defined benefit pension plan for
the benefit of certain of its salaried employees known as the Kewaunee
Scientific Equipment Corporation Salaried Employees' Retirement Plan (the "Prior
Plan"). On April 30, 1985, Kewaunee Scientific Corporation terminated the Prior
Plan and effective May 1, 1985, adopted the Re-established Retirement Plan for
Salaried Employees of Kewaunee Scientific Equipment Corporation (the "Plan").
The Plan was amended and restated effective as of May 1, 1989, to comply with
the Tax Reform Act of 1986. Effective as of May 1, 1991, the Plan was further
amended and restated, and was renamed as the "Re-established Retirement Plan for
Salaried Employees of Kewaunee Scientific Corporation," and subsequently amended
and restated to further comply with the Tax Reform Act of 1986, effective as May
1, 1989. The Plan was most recently amended effective as of May 1, 1989 and
January 1, 1997, by the Company's adoption of the First and Second Amendments to
the Plan. Effective as of May 1, 2001, the Plan is hereby amended and restated
in its entirety to incorporate certain desired design changes, and to comply
with the provisions of the Internal Revenue Code of 1986, as amended (the
"Code") and the Employee Retirement Income Security Act of 1974 ("ERISA") that
have been amended by Congress' enactment of the Uniformed Services Employment
and Reemployment Rights Act of 1994, the General Agreement on Tariffs and Trades
Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief
Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998,
the Community Renewal Tax Relief Act of 2000 and the Economic Growth and Tax
Relief Reconciliation Act of 2001.

     1.2.  Plan Objectives. The Plan is maintained by Kewaunee Scientific
Corporation to provide retirement benefits for the employees of the Employer who
were participants under the Prior Plan and certain other salaried employees of
the Employer and any other organization which may adopt the Plan, and is
intended to be a defined benefit pension plan as such term is defined in
Treasury Regulation Section 1.401-1(b).

<PAGE>

                                   ARTICLE II
                                   ----------

                                   DEFINITIONS
                                   -----------

          When used herein, the following words and terms shall have the
respective meanings hereinafter set forth, unless a different meaning is clearly
required by the context. Whenever appropriate, words used in the singular shall
be deemed to include the plural, and vice versa, and the masculine gender shall
be deemed to include the feminine gender, and vice versa, unless a different
meaning is clearly required by the context.

          2.1   Accrued Benefit. The monthly amount payable to a Participant at
his Normal Retirement Age as determined in accordance with the provisions of
Section 6.2, considering the Participant's Years of Credited Service and his
Final Average Compensation at the Benefit Commencement Date.

          2.2   Actuarial (or Actuarially) Equivalent. Equality in present value
in the aggregate amounts expected to be received under different forms of
payment, based on actuarial assumptions selected, from time to time, by an
actuary. The actuarial assumptions used in the Plan are set forth in Exhibit A
attached hereto and made a part hereof. In the event that the actuarial
assumptions set forth in Exhibit A shall be changed, the Actuarial Equivalent of
a Participant's Accrued Benefit on or after the date of such amendment shall be
equal to the greater of (a) the Actuarial Equivalent of his Accrued Benefit as
of such date computed on the basis of the prior actuarial assumptions or (b) the
Actuarial Equivalent of his Accrued Benefit as of the date of the Participant's
Retirement computed on the basis of the new actuarial assumptions. Effective
January 1, 1997, for purposes of determining the Actuarial Equivalent of lump
sum distributions the rules of Section 7.5(c) shall govern and control.

          2.3   Anniversary Date. The last day of each Plan Year.

          2.4   Beneficiary. Any person (natural or otherwise) entitled to
receive any benefits which may become payable upon or after a Participant's
death.

          2.5   Benefit Commencement Date. The first date for which a
Participant's benefit is paid even if payment does not actually commence on such
date, as determined in accordance with the provisions of Section 7.8.

          2.6   Board. The Board of Directors of the Company.

          2.7   Break in Service.

          (a)   Except as otherwise provided under paragraphs (b) and (c), a
period of one or more consecutive Plan Years during which an Employee has not
completed more than five hundred (500) Hours of Service with the Company and all
Related Companies. An Employee shall not incur a Break in Service solely because
he fails to complete more than five hundred (500) Hours of Service with the
Company and all Related Companies during the twelve (12) month computation
period beginning on his employment commencement date.

          (b)   Notwithstanding the provisions of paragraph (a), a Plan Year
shall not be included in a Break in Service if the sum of the Employee's Hours
of Service completed during

                                      -2-

<PAGE>

such Plan Year plus the Employee's Childbirth Leave Hours (as defined in Section
2.8) attributable to such Plan Year exceeds five hundred (500).

          (c)   Notwithstanding the provisions of paragraph (a), effective
December 12, 1994, a Plan Year shall not be included in a Break in Service if
the Employee would have completed at least five hundred (500) Hours of Service
but for a Leave of Absence resulting from required service in the armed forces
of the United States, or a Leave of Absence to which the Employee is entitled
under the Family and Medical Leave Act of 1993, provided that such Employee
returns to the Company within the period of time required for his re-employment
rights to be protected by applicable law.

          2.8   Childbirth Leave Hours.

          (a)   An Employee's Childbirth Leave Hours shall be the number of
Hours of Service (but not in excess of five hundred one (501) for any one
continuous period of absence) which the Employee would have completed but for
the fact that the Employee is absent from the employment of the Employer, the
Company, and all Related Companies: (i) by reason of the pregnancy of the
Employee, (ii) by reason of the birth of a child of the Employee, (iii) by
reason of the placement of a child with the Employee in connection with the
adoption of such child by the Employee, or (iv) for purposes of caring for such
child for a period beginning immediately following such birth or placement;
provided, however, that in the case of any Employee with respect to whom it is
not possible to determine the number of Hours of Service which such Employee
would have completed but for such absence, such Employee shall be credited with
forty-five (45) Childbirth Leave Hours for each work week of such absence; and
further provided that an hour which is considered an Hour of Service under
Section 2.20 shall not also be considered a Childbirth Leave Hour.

          (b)   All Childbirth Leave Hours for any period of absence shall be
attributed to the Plan Year during which such period of absence begins if the
result of such attribution is to prevent such Plan Year from being considered a
Break in Service; otherwise, all Childbirth Leave Hours shall be attributed to
the immediately following Plan Year.

          (c)   The Committee shall adopt regulations under which an Employee
may be required to furnish reasonable information on a timely basis establishing
the number of Childbirth Leave Hours to which such Employee is entitled with
respect to any period of absence from employment, and any Employee who fails to
furnish such information with respect to any period of absence shall not be
credited with any Childbirth Leave Hours for such period of absence.

          2.9   Code. The Internal Revenue Code of 1986, as now in effect or as
hereafter amended, and any regulation issued pursuant thereto by the Internal
Revenue Service.

          2.10  Committee. The Committee appointed by the Employer pursuant to
the provisions of Article IX to administer the Plan.

          2.11  Company. Kewaunee Scientific Corporation, a Delaware
corporation, and its successors.

          2.12  Compensation.

                                      -3-

<PAGE>

          (a)   Compensation means total cash compensation for the applicable
calendar year for services rendered to an Employer by a Participant during such
year that is subject to federal income tax withholding (determined without
regard to any rule exempting compensation from withholding based on the nature
or location of employment or the services performed), including overtime pay,
severance pay paid as a result of a Participant's termination of employment,
bonuses, commissions, contributions to the Kewaunee Scientific Corporation
Executive Deferred Compensation Plan, and the Participant's salary reduction or
salary conversion contributions under any defined contribution plan, Section
401(k) plan, effective May 1, 1998, qualified transportation fringe benefit
arrangement under Section 132(f)(4) of the Code, simplified employee pension or
Section 125 cafeteria program maintained by an Employer, but excluding
reimbursement and expense allowances, fringe benefits (cash and non-cash),
moving expenses, deferred compensation and welfare benefits, including the
following:

          (i)   Any amounts contributed by an Employer for the Participant's
                benefit to this Plan or any other profit sharing, pension, stock
                bonus or other retirement or benefit plan maintained by an
                Employer other than the salary reduction, conversion
                contributions or other contributions described above;

          (ii)  Any reimbursements for travel expenses, relocation allowances,
                educational assistance allowances and other allowances;

          (iii) Any compensation paid or payable to the Participant, or to any
                governmental body or agency on account of the Participant, under
                the terms of any state, federal or municipal law requiring the
                payment of such compensation because of the Participant's
                voluntary or involuntary termination of employment with the
                Employer; and

          (b)   For purposes of the contribution and benefit limitations of
Section 415 of the Code, an Employee's Compensation for any year shall be the
amount of taxable wages reported on Form W-2 as paid to such Employee by the
Employer and all Related Companies for the calendar year which ends in or with
such year, increased by any elective contributions to a cafeteria plan, 401(k)
plan, or, effective January 1, 1998, a qualified transportation arrangement,
that are excluded from the Employee's income under Section 125, Section
402(e)(3) of Section 132(f)(4) of the Code. The compensation described in this
paragraph (b) shall be deemed as "Section 415 Compensation" for purposes of the
Plan.

          (c)   For purposes of paragraphs (a) and (d), effective as of December
12, 1994, a Participant who is on a Leave of Absence due to service in the armed
forces of the United States, and who returns to service with an Employer on or
before the date on which his right to reemployment is protected is protected
under the Uniformed Services Employment and Reemployment Rights Act of 1994,
shall be deemed to have received Compensation during such Leave of Absence based
on the rate of pay the Participant would have received during such Leave of
Absence, or if such rate is not reasonably certain, based on his average
Compensation during the twelve month period (or, if shorter, the total period of
employment) immediately preceding the Leave of Absence.

          (d)   For purposes of determining a Participant's Accrued Benefit, the
Compensation which shall be taken into consideration in any calendar year shall
not exceed

                                      -4-

<PAGE>

$200,000 ($170,000 prior to January 1, 2002), as determined and adjusted
pursuant to Sections 401(a)(17) and 415(d) of the Code. Effective January 1,
2002, the Committee, in its sole discretion, may retroactively apply the
$200,000 Compensation limitation under Section 401(a)(17) of the Code, in
accordance with the applicable provisions of the Code and other applicable law.

          2.13  Effective Date. The Effective Date of the provisions of this
amendment and restatement of the Plan is May 1, 2001, except as otherwise
expressly set forth herein.

          2.14  Employee. Any person employed by and receiving Compensation for
services rendered to an Employer, the Company or any Related Company as a common
law employee in the form of a salary, but excluding any director not otherwise
regularly employed by an Employer. The term "Employee" shall also include any
person (a "Leased Employee") who performs services for the Employer, the Company
or any Related Company on a substantially full-time basis under the primary
direction and control of the Employer (prior to May 1, 1997, the preceding
phrase is replaced by "such services are of a type historically performed, in
the business field of the recipient, by Employees") the Company or any Related
Company pursuant to an agreement between the Employer, the Company or such
Related Company and any third person (the "Leasing Organization"), unless:

          (a)   the Leased Employee is covered by a money purchase pension plan
     maintained by the Leasing Organization and providing for contributions
     equal to at least ten percent (10%) of the Leased Employee's compensation
     (without regard to integration with Social Security) providing for full and
     immediate vesting of all such contributions and, providing that each
     employee of the Leasing Organization (other than employees who perform
     substantially all of their services for the Leasing Organization)
     immediately participate in such plan (other than employees whose
     compensation from the Leasing Organization for each of the plan years in
     the four plan year period ending with the plan year under determination is
     less than One Thousand Dollars ($1,000)); and

          (b)   persons who would be Leased Employees but for this sentence do
     not comprise more than twenty percent (20%) of the number of Employees
     (excluding Leased Employees) who have performed services for the Employer,
     the Company or a Related Company on a substantially full-time basis for at
     least one year and persons who would be Leased Employees but for this
     sentence, excluding in each case any Highly Compensated Employee.

For purposes of Article III, a Leased Employee shall not be considered to be an
Employee until he has provided such services to the Employer, the Company or a
Related Company for at least one year, but thereafter the Leased Employee's
Years of Service shall be determined on the basis of the entire period that the
Leased Employee has performed services for any such persons. Solely for purposes
of the definition of Leased Employee, the term "Related Company" should also
include any person related to the Employer, the Company or a Related Company
within the meaning of Section 144(a)(3) of the Code.

          2.15  Employer. The term "Employer" shall include the Company and any
Related Company that adopts the Plan for the exclusive benefit of its eligible
employees. Anything to the contrary notwithstanding, a mere change in the
identity, form or organization of an Employer shall not affect its status under
the Plan in any manner and, if the corporate name of

                                      -5-

<PAGE>

an Employer is hereafter changed, all references herein to the Employer shall be
deemed to refer to the Employer as it is then known. Provided, however, an
Employer other than the Company that ceases to be a Related Company shall not be
eligible to continue as a participating Employer without the express written
consent of the Company.

          2.16  Entry Date. The first day of May and the first day of November
of each Plan Year.

          2.17  ERISA. The Employee Retirement Income Security Act of 1974, as
now in effect or as hereafter amended, and any regulation issued pursuant
thereto by the Internal Revenue Service, the Department of Labor or the Pension
Benefit Guaranty Corporation.

          2.18  Final Average Compensation. The Participant's average annual
Compensation for the 10 consecutive calendar years of his employment with the
Employer preceding his or her Retirement Date. Compensation attributable to
periods when the Participant was not an Employee are disregarded. If an Employee
was a participant for less than 10 consecutive calendar years, his or her Final
Average Compensation shall be the average of his or her annual Compensation for
his or her actual years of employment with the Employer.

          2.19  Highly Compensated Employee.

          (a)   Except as otherwise provided in this Section, effective May 1,
1997, an Employee shall be considered a Highly Compensated Employee for any Plan
Year if such Employee either:

          (i)   at any time during the Plan Year or the immediately preceding
                Plan Year owned more than five percent, by voting power or
                value, of the outstanding stock of an Employer or Related
                Employer that is a corporation, or owned more than five percent
                of the capital or profits interest in an Employer or Related
                Employer that is not a corporation; or

          (ii)  in the immediately preceding Plan Year received Compensation in
                excess of $90,000 ($85,000 prior to January 1, 2002), as
                adjusted pursuant to Section 414(q)(1) of the Code for the
                preceding Plan Year, and, if the Committee so elects, was a
                member for such preceding Plan Year of the highest-paid group
                described in paragraph (b).

          (b)   For any Plan Year, the highest-paid group described in this
paragraph (b) shall consist of the group consisting of the top 20 percent of
Employees when ranked on the basis of Compensation paid during such Plan Year.
For purposes of this paragraph (b), there shall be excluded Employees who have
not completed six months of service, Employees who normally work less than 17
1/2 Hours of Service per week, Employees who normally work during not more than
six months during any Plan Year, Employees who have not attained the age of 21,
and Employees covered by a Collective Bargaining Agreement if such Employees
constitute 90 percent or more of the total number of Employees. The Committee
may elect to exclude Employees who are described in paragraph (a)(ii) but who
are not in the highest-paid group in any Plan Year by adopting a resolution
making such election, which shall be considered an amendment to the Plan, and
such election shall apply to all succeeding Plan Years until the Committee
adopts a resolution revoking such election.

                                      -6-

<PAGE>

          (c)   A former Employee shall be treated as a Highly Compensated
Employee if he was a Highly Compensated Employee (based on the definition in
effect at such time) either when his employment was terminated or at any time
after attaining age 55.

          (d)   A nonresident alien who receives no earned income (within the
meaning of Section 911(d)(2) of the Code) which constitutes income from sources
within the United States (within the meaning of Section 861(a)(3) of the Code)
from an Employer or Related Employer during any Plan Year shall not be
considered an Employee for such Plan Year for any purpose of this Section.

          (e)   The purpose of this Section is to conform to the definition of
"highly compensated employee" set forth in Section 414(q) of the Code, as now in
effect or as hereafter amended, which is incorporated herein by reference, and
to the extent that this Section shall be inconsistent with Section 414(q) of the
Code, either by excluding Employees who would be classified as "highly
compensated employees" thereunder or by including Employees who would not be so
classified, the provisions of Section 414(q) of the Code shall govern and
control. The Committee may make or revoke any elective adjustment to the
definition of Highly Compensated Employee permitted by Section 414(q) of the
Code or any regulations, revenue procedures, or other guidance issued thereunder
and may elect to utilize the simplified method described in Revenue Procedure
93-42 (with or without "snapshot day" testing), or any successor thereto.

          2.20  Hour of Service.

          (a)   Each Employee shall be credited with an Hour of Service for:

          (1)   Each hour for which he is directly or indirectly paid or
     entitled to payment by the Employer or the Company for the performance of
     duties. These hours shall be credited to the Employee for the computation
     period (or periods) during which the duties are performed. In lieu of the
     foregoing, an Employer may on a uniform and nondiscriminatory basis for
     similarly situated employees, determine Hours of Service for some or all
     purposes under the Plan or for similarly situated Employees, by crediting
     45 Hours of Service for each week for which the Employee would be credited
     with at least one Hour of Service under this subparagraph (a)(1) of this
     Section 2.20. Provided, however, that use of this equivalency shall be
     subject to the special rules of Sections 2530.200b-3(e)(4) & (6) of the
     Department of Labor regulations under ERISA relating to payments made to an
     Employee not made on the basis of units of time, and in the case of periods
     of time which extend into two computation periods under the Plan,
     respectively. Provided further, that Hours of Service shall not be
     determined under the above equivalency if such determination would result
     in discrimination prohibited under Code Section 401(a)(4).

          (2)   Each hour (up to a maximum of five hundred one (501) hours in
     any one continuous period) for which he is directly or indirectly paid or
     entitled to payment by the Employer, the Company or any Related Company on
     account of a period during which no duties are performed, such as vacation,
     sickness, jury duty, or layoff. These hours shall be credited to the
     Employee for the computation period (or periods) during which payment is
     made or amounts payable to the Employee become due. For purposes of this
     paragraph (a)(2), payment made to an Employee under an insurance policy or
     trust fund

                                      -7-

<PAGE>

     to which an employer contributes shall be deemed to have been paid by such
     employer, but no Hours of Service shall be credited for periods during
     which an Employee receives payments under a plan maintained solely for the
     purpose of complying with an applicable worker's compensation, unemployment
     compensation or disability insurance law, or payments which solely
     reimburse the Employee for medical or medically related expenses.

          (3)   Each hour for which back pay, irrespective of mitigation of
     damages, has been awarded or agreed to by the Employer, the Company or any
     Related Company. These hours shall be credited to the Employee for the
     computation period (or periods) to which the award, agreement or payment
     pertains rather than the computation period (or periods) to which the
     award, agreement or payment was made.

          (b)   Solely for purposes of determining whether (i) an individual has
completed a Year of Service under Section 3.1(b)(1) and is eligible to
participate in the Plan, (ii) an individual has experienced a Break in Service
as defined in Section 2.7, or (iii) has five years of Vesting Service and a
nonforfeitable right to his Accrued Benefit in accordance with Section 4.2, an
Employee shall be credited with an Hour of Service for each hour of service
performed for a Related Company which is not an Employer.

          (c)   Any questions concerning the determination or crediting of Hours
of Service shall be resolved in accordance with the Department of Labor's ERISA
regulation Section 2530.200b-2(b) and (c), which is incorporated herein by this
reference.

          2.21  Key Employee.

          (a)   Except as otherwise provided in this Section, an Employee shall
be considered a Key Employee for any Plan Year if, at any time during the Plan
Year which contains the Top-Heavy Determination Date, he:

          (i)   is an officer of any Employer or Related Employer whose
                Compensation exceeds $130,000 (as adjusted under Section
                416(i)(1)(A) of the Code); or

          (ii)  owns more than five percent of the stock of an Employer or
                Related Employer; or

          (iii) owns more than one percent of the stock of an Employer or
                Related Employer and receives Compensation for any Plan Year in
                which he owns such percentage in excess of $150,000 (determined
                in accordance with Section 416(i)(1)(B) of the Code).

          For Plan Years beginning prior to January 1, 2002, an Employee shall
be considered a Key Employee for any Plan Year if, at any time during the Plan
Year and the which contains the Top-Heavy Determination Date, or any of the
preceding four Plan Years, he:

          (i)   is an officer of any Employer or Related Employer whose
                Compensation exceeds 50 percent of the annual dollar limitation
                set forth in Section 415(b)(1)(A) of the Code; provided,
                however, the number of Employees classified as Key Employees
                solely because they are officers shall not exceed the greater of
                (i) three or (ii) ten percent of the largest number of

                                      -8-

<PAGE>

                Employees during any of the Years in the Key Employee Test
                Period; provided, however, that in no event shall such number
                exceed fifty (50); or

          (ii)  owns at least one-half percent of the outstanding stock of an
                Employer or Related Employer and receives Compensation in excess
                of the annual defined contribution dollar limitation set forth
                in Section 415(c)(1)(A) of the Code, unless at least ten other
                Employees whose Compensation exceeds the annual defined
                contribution dollar limitation set forth in Section 415(c)(1)(A)
                of the Code own during any Plan Year in the Key Employee Test
                Period a percentage share of the stock of the Employer or
                Related Employer which is greater than such Employee's
                percentage share (and if applicable, as determined pursuant to
                the rules under Section 416(i)(1) of the Code relating to the
                determination of the largest shareholder); or

          (iii) owns more than five percent of the stock of an Employer or
                Related Employer (with ownership determined in accordance with
                Section 416(i)(B)(i) of the Code) ; or

          (iv)  owns more than one percent of the stock of an Employer or
                Related Employer and receives Compensation for any Plan Year in
                which he owns such percentage in excess of $150,000 (with
                ownership determined in accordance with Section 416(i)(B)(ii) of
                the Code).

          (b)   The purpose of this Section is to conform to the definition of
"key employee" set forth in Section 416(i)(1) of the Code effective as of
January 1, 2002 and thereafter, which is incorporated herein by reference, and
to the extent that this Section shall be inconsistent with Section 416(i)(1) of
the Code, either by excluding Employees who would be classified as "key
employees" thereunder or by including Employees who would not be so classified,
the provisions of Section 416(i)(1) of the Code shall govern and control.

          2.22  Key Employee Test Period. Except as otherwise provided in this
Section, the Key Employee Test Period will be the Plan Year for which such
determination is being made. For Plan Years beginning prior to January 1, 2002,
the Key Employee Test Period is the period of five Plan Years ending with the
last day of the Plan Year for which the determination as to whether an Employee
is a Key Employee is being made, or, if shorter, the total period for which the
Plan and all predecessor plans have been in existence.

          2.23  Leave of Absence. Authorized leave of absence, sick or
disability leave, effective December 12, 1994, service in the Armed Forces of
the United States (provided that the absence is caused by war or other emergency
or provided that the Employee is required to serve under the laws of
conscription in time of peace) or any absence with the advance approval of the
Employer, the Company or any Related Company; provided, however, that the
Employee retires or returns to work for the Employer, the Company or any Related
Company within the time specified in his Leave of Absence (or, in the case of a
military absence, within the period provided by law). In granting such leaves,
the Employer, the Company and any Related Company shall treat all Employees
under similar circumstances alike under rules uniformly and consistently
applied.

                                      -9-

<PAGE>

          2.24  Non-Key Employee. Any Employee who has not been a Key Employee
during the Key Employee Test Period.

          2.25  Normal Retirement Age. The sixty-fifth (65th) birthday of a
Participant.

          2.26  Normal Retirement Date. The first day of the month coincident
with or immediately following the Participant's Normal Retirement Age.

          2.27  Participant. An Employee who participates in the Plan as
provided in Article III.

          2.28  Pension. A series of monthly amounts which are payable to a
person who is entitled to receive benefits under the Plan.

          2.29  Plan Year. The twelve (12) month period commencing on May 1 and
ending on April 30, on the basis of which Plan records are kept. The limitation
year for purposes of Section 415 of the Code shall be the Plan Year.

          2.30  Primary Social Security Benefit. The estimated monthly amount
payable to a Participant at age sixty-five (65) (whether or not the Participant
applies for and receives such amount) under Title II of the Social Security Act
as in effect on the January 1 of the Plan Year with respect to which the
calculation is being made (disregarding any retroactive changes made by
legislation enacted after such January 1). A Participant's Primary Social
Security Benefit may be determined at any time based on the assumption that his
Compensation increased each year at the rate of increase in the average total
wages as reported by the Social Security Administration.

     If the determination is made prior to the calendar year in which the
Participant attains his social security retirement age, it shall be assumed that
his Compensation will continue until he attains social security retirement age
at the rate he was receiving in the calendar year in which the determination is
made. Increases in Compensation after the Participant attains social security
retirement age shall not be recognized. The Primary Social Security Benefit
shall not adjusted to reflect changes in Title II of the Social Security Act
which occur after the earliest of (a) a Participant's attainment of social
security retirement age, (b) a Participant's termination of employment with the
Employer, or (c) the Participant's first receipt of benefits under the Plan.
Notwithstanding the foregoing, a Participant who retires or otherwise terminates
employment with a nonforfeitable right to receive a benefit under the Plan shall
be entitled to have his Primary Social Security Benefit recalculated on the
basis of his actual salary history if he request such a recalculation and
furnishes evidence, satisfactory to the Committee, of such actual salary history
within 180 days after the later of his termination of employment or the time
when he is notified of the retirement benefit to which he is entitled. The
Committee shall notify each Participant of his right to supply his actual salary
history, the financial consequences of failing to supply such history and the
such history can be obtained from the Social Security Administration.

          2.31  Qualified Domestic Relations Order.

          (a)   Except as provided in paragraph (b), any order (including a
judgment, a decree or an approval of a property settlement agreement entered by
any court) which the Committee determines (i) is made pursuant to any state
domestic relations law (including a

                                      -10-

<PAGE>

community property law), (ii) relates to the provision of child support, alimony
payments or marital property rights of a spouse, former spouse, child or other
dependent of a Participant (an "Alternate Payee"), (iii) creates or recognizes
the existence of an Alternate Payee's right to, or assigns to an Alternate Payee
the right to, receive all or a portion of the benefits payable to a Participant
under the Plan, and (iv) clearly specifies (A) the name and last known mailing
address of the Participant and the name and last known mailing address of each
Alternate Payee covered by the order, (B) the amount or percentage of the
Participant's benefits to be paid by the Plan to each Alternate Payee, or the
manner in which such amount or percentage is to be determined, (C) the number of
payments or period to which such order applies, and (D) the employee benefit
plan to which such order applies.

          (b)   An order shall in no event be considered a Qualified Domestic
Relations Order if the Committee determines that such order (i) requires the
Plan to provide benefits to Alternate Payees, the actuarial present value of
which in the aggregate is greater than the benefits which would otherwise have
been provided to the Participant, (ii) requires the Plan to pay benefits to an
Alternate Payee, which benefits are required to be paid to a different Alternate
Payee under another order previously determined to be a Qualified Domestic
Relations Order, or (iii) requires the Plan to provide any type or form of
benefit, or any option, not otherwise provided under the Plan, except that a
Qualified Domestic Relations Order may require the Trustee to distribute a
portion of the Participant's vested Accrued Benefit prior to the time the
Participant has terminated his employment if the Participant is eligible to
retire and begin receiving a Pension under any of the provisions of Article V.

          2.32  Related Company. Any trade or business (whether or not
incorporated) that is, along with the Company, a member of a controlled group of
related entities (as defined in Sections 414(b) and (c) of the Code, as modified
for purposes of Sections 6.6 and 6.7 by Section 415(h) of the Code) or a member
of an affiliated service group (as defined in Section 414(m) of the Code), or
that is otherwise required to be aggregated with the Company by Treasury
Regulations issued under Section 414(o) of the Code. Anything to the contrary
notwithstanding, a mere change in the identity, form or organization of a
Related Company shall not affect its status under the Plan in any manner and, if
the corporate name of a Related Company is hereafter changed, all references
herein to such Related Company shall be deemed to refer to such Related Company
as it is then known.

          2.33  Retirement. Termination of employment for a reason other than
death after a Participant has satisfied the requirements for a Pension set forth
in Article V. Retirement shall be considered as commencing on the day
immediately following a Participant's last day of employment (or the last day of
a Leave of Absence, if later).

          2.34  Top-Heavy Determination Date. The Anniversary Date of the
immediately preceding Plan Year.

          2.35  Top-Heavy Year.

          (a)   Except as otherwise provided below, a Top-Heavy Year shall be
any Plan Year if, as of the Top-Heavy Determination Date for such Plan Year, the
present value of the cumulative Accrued Benefits of all Key Employees under the
Plan exceeds sixty percent (60%) of the present value of the cumulative Accrued
Benefits of all Participants under the Plan.

                                      -11-

<PAGE>

          (b)   Notwithstanding paragraph (a), if as of any Top-Heavy
Determination Date the Employer, the Company or any Related Company has adopted
any other employee plan qualified under Section 401(a) of the Code and either
(i) a Key Employee participates in the Plan and such other plan or (ii) the Plan
or such other plan has satisfied the requirements of either Section 401(a)(4) or
Section 410 of the Code only by treating the Plan and such other plan as a
single plan, then the Plan Year shall be considered a Top-Heavy Year if and only
if the present value of the cumulative Accrued Benefits of all Key Employees
under the Plan and the present value of the cumulative benefits accrued by all
Key Employees under all such other plans exceeds sixty percent (60%) of the
present value of the cumulative benefits accrued by all Participants under the
Plan and all such other plans.

          (c)   Notwithstanding paragraphs (a) and (b), if as of any Top-Heavy
Determination Date the Employer, the Company or any Related Company has adopted
any other employee plan qualified under Section 401(a) of the Code which is not
a plan described in paragraph (b), but which plan may be considered as a single
plan with the Plan and all plans described in paragraph (b) without causing any
of such plans to violate the requirements of either Section 401(a)(4) or Section
410 of the Code, the Plan Year shall not be considered a Top-Heavy Year if the
present value of the cumulative Accrued Benefits of all Key Employees under the
Plan and the present value of the cumulative benefits accrued by all Key
Employees under all plans described in paragraph (b) and all plans described in
this paragraph (c) does not exceed sixty percent (60%) of the present value of
the cumulative benefits accrued by all Participants under all such plans.

          (d)   If any of the plans described in either paragraph (b) or (c) are
defined contribution plans (as defined in Section 414(i) of the Code), then the
tests set forth in said paragraphs shall be applied by substituting the
aggregate account balances under such plans for the present value of the
cumulative benefits accrued under such plans. If any of such plans have a
determination date (as defined in Section 416(g)(4)(C) of the Code) for purposes
of determining top-heavy status which is different from the Top-Heavy
Determination Date, the present value of the cumulative benefits accrued (or the
aggregate account balances, in the case of a defined contribution plan) in such
plan shall be determined as of the determination date for such plan which occurs
in the same Plan Year as the Top-Heavy Determination Date.

          (e)   For purposes of this Section 2.35, the present value of a
Participant's Accrued Benefit shall be determined as of the Top-Heavy
Determination Date, on the assumption that the Participant terminated his
employment as of such date, and the present value shall be based upon the
actuarial assumptions used in the actuarial valuation made as of the Top-Heavy
Determination Date, but the actuarial assumptions shall not exceed those
prescribed by the Pension Benefit Guaranty Corporation. Such assumptions shall
be used for all plans being aggregated for Top-Heavy determinations. The present
value of a Participant's Accrued Benefit shall also include the actuarial
equivalent as of the Top-Heavy Determination Date of all distributions made to
such Participant (or his Beneficiary) during the Key Employee Test Period.

          (f)   For purposes of this Section 2.35, account balances shall
include (i) all contributions which the Employer the Company or any Related
Company has paid or is legally obligated to pay to any employee plan as of the
Top-Heavy Determination Date (including contributions made thereafter if they
are allocated as of the Top-Heavy Determination Date) and all forfeitures
allocated as of the Top-Heavy Determination Date, and (ii) all distributions
made to a Participant or his Beneficiary during the Key Employee Test Period
(or, in the case of a

                                      -12-

<PAGE>

defined benefit plan, the actuarial equivalent as of the Top-Heavy Determination
Date of such distributions). For purposes of this Section 2.35, account balances
shall also include amounts which are attributable to contributions made by the
Participants (other than deductible voluntary contributions under Section 219 of
the Code) but shall not include any rollover (as defined in Section 402(a)(5) of
the Code) or a direct transfer from the trust of any employee plan qualified
under Section 401(a) of the Code if such plan is not maintained by the Employer,
the Company or any Related Company and such rollover or transfer is made at the
request of the Participant.

          (g)   Anything to the contrary notwithstanding, if a Participant or
former Participant has not been an Employee at any time during the Key Employee
Test Period, his accrued benefit (in the case of a defined benefit plan) or his
account balance (in the case of a defined contribution plan) shall not be taken
into consideration in the determination of whether the Plan Year is a Top-Heavy
Year.

          (h)   The purpose of this Section 2.35 is to conform to the definition
of "top-heavy plan" set forth in Section 416(g) of the Code, which is
incorporated herein by reference, and to the extent that this Section 2.36 shall
be inconsistent with Section 416(g) of the Code, either by causing any Plan Year
during which the Plan would be classified as a "top-heavy plan" not to be a
Top-Heavy Year or by causing any Plan Year during which it would not be
classified as a "top-heavy plan" to be a Top-Heavy Year, the provisions of
Section 416(g) of the Code shall govern and control.

          2.36  Transfer. An Employee's transfer of employment between the
Employer, the Company and any Related Company, or an Employee's transfer between
an employment position covered by the Plan and an employment position not
covered by the Plan, without a Break in Service.

          2.37  Trust Fund. All assets of the Plan held by the Trustee from time
to time in accordance with the provisions of the Trust Agreement established
under the Plan, as the same is amended from time to time.

          2.38  Trustee. The individuals or corporation which shall from time to
time be appointed by the Employer to administer the Trust Fund.

          2.39  Year of Service. Any twelve (12) month computation period (as
defined below) during which an Employee (i) has attained age 18, and (ii) has
completed an aggregate of at least one thousand (1,000) Hours of Service with
the Employer, the Company or any Related Company. The initial twelve (12) month
computation period shall begin on the Employee's employment or re-employment
commencement date. If the Employee fails to complete an aggregate of at least
one thousand (1,000) Hours of Service with the Employer, the Company or any
Related Company during the initial twelve (12) month computation period, the
second twelve (12) month computation period shall consist of the Plan Year which
includes the first anniversary of the Employee's employment or re-employment
commencement date, and succeeding twelve (12) month computation periods shall
also be based on the Plan Year.

                                      -13-

<PAGE>

                                   ARTICLE III
                                   -----------

                            PARTICIPATION AND VESTING
                            -------------------------

          3.1   Eligibility to Participate.

          (a)   Each Employee who is a Participant in the Plan immediately
preceding the Effective Date shall continue to be a Participant in the Plan
under the terms specified herein.

          (b)   Each other Employee who as of the Effective Date has attained
age twenty-one (21) and completed at least one (1) Year of Service but who is
not already a Participant in the Plan shall participate as of the Effective
Date.

          (c)   Each other Employee (other than Leased Employees) shall be
eligible to participate in the Plan, upon the Entry Date coincident with or next
following the date that the Employee has satisfied the following requirements:

                (1)  the Employee has attained age 21 and completed at least one
                     Year of Service; and

                (2)  the Employee is a salaried employee of an Employer and is
                     in a classification of employees to whom the Plan has been
                     extended by that Employer.

          3.2   Duration of Participation.

          An Employee shall remain a Participant until such time as he incurs a
Break in Service consisting of one Plan Year, at which time his participation in
the Plan shall cease, unless he has met the requirements for a Pension as set
forth in Article V at such time.

          3.3   Participation Upon Re-Employment.

          (a)   Upon reemployment by an Employer, a former Employee who had
attained his Vesting Date, in accordance with Section 4.3 below, shall resume
participation in the Plan on the date he or she is credited with one Hour of
Service. Upon the completion of one Year of Service following his reemployment,
all Years of Service and Credited Service earned prior to the Break in Service
shall be taken into account and aggregated with any Years of Service and
Credited Service earned subsequent to the reemployment.

          (b)   Except as provided in Section 4.4 below, a Participant who
incurred a Break in Service and who is subsequently reemployed shall, upon his
or her completion of one Year of Service from the date of reemployment, have his
or her Credited Service earned prior to the Break in Service restored and
considered with all Credited Service earned after the date of reemployment,
including the year immediately following the date of reemployment, in
determining his or her benefit.

                                      -14-

<PAGE>

                                   ARTICLE IV
                                   ----------

                    FACTORS USED IN DETERMINING PLAN BENEFITS
                    -----------------------------------------

          4.1.  Credited Service. For purposes of calculating the amount of a
Participant's or beneficiary's Plan benefits, a participant's "Credited Service"
means the total of the Participant's Years of Service computed in accordance
with the following rules except to the extent provided otherwise in a supplement
to the Plan:

          (a)   Years of Credited Service. An Employee will be granted a Year of
Credited Service for each calendar year in which he is a Participant and
credited with at least at least 1,700 Hours of Service. If during any calendar
year a Participant is credited with fewer than 1,700 Hours of Service, a
proportionate credit shall be given to the nearest 1/10 of a year. An Employee
who is hired in an eligible class of Employees and becomes a Participant after
completing one Year of Service under Section 3.1(c)(1) shall also receive a Year
of Credited Service (or proportionate credit) for the calendar year in which he
is hired, provided that he completes at least 1,000 Hours of Service in such
calendar year.

          (b)   Recognition of Other Prior Service. A Participant will be
granted a Year of Credited Service for each Year of Credited Service the
Participant earned under the Plan prior to the Effective Date. From time to time
the Employer may also grant recognition of prior service not otherwise
considered as Credited Service hereunder in connection with the extension of the
Plan to a new covered group or the addition of a new group of employees to an
existing covered group in connection with corporate acquisitions,
reorganizations or other circumstances which the Employer determines, in a
non-discriminatory manner.

          (c)   Periods of Absence. A Participant shall not receive Credited
Service for the period from his date of employment termination until his date of
reemployment. A period of "leave of absence" (as defined in Section 4.4) will
not be deemed a termination of employment for purposes of this Section. However,
Credited Service will not be granted for leave of absence periods, except for
medical leaves of absence or as required by law.

          (d)   Concurrent Employment. Concurrent periods of employment with two
or more Employers shall be considered only once in determining Credited Service.

          (e)   Non-Participating Employer. A period of service with an entity
prior to the date the entity becomes an Employer under the Plan or a predecessor
plan shall be disregarded in determining a Participant's Credited Service unless
otherwise specifically provided for herein.

          (f)   Non-Covered Employment. A period of service with an Employer
during which the Participant is not a member of a covered group of Employees for
purposes of Section 31 above shall be disregarded in determining a Participant's
Credited Service.

          4.2.  Vesting Service. For purposes of determining a Participant or
Beneficiary's eligibility for Plan benefits, a participant's "vesting service"
means the total of the Participant's Years of Service.

                                      -15-

<PAGE>

          4.3.  Vesting Date. The "vesting date" for a Participant shall be the
date the Participant has accrued five Years of Service.

          4.4   Break in Service. A Participant's entire period of Credited
Service (as determined under Section 4.1) shall be taken into consideration
under the Plan, except that:

          (a)   A Participant who incurs a Break in Service prior to his Vesting
Date shall have his Credited Service before such Break in Service disregarded
until he has completed one Year of Service following his re-employment by the
Employer, the Company or any Related Company, at which time his Credited Service
before such Break shall be restored, retroactive to his date of re-employment.

          (b)   A Participant who incurs a Break in Service prior to his Vesting
Date shall have his period of Credited Service before such Break disregarded if
the number of years in such Break in Service equals or exceeds five (5).

          (c)   A Participant who terminates his employment and is re-employed
prior to incurring a Break in Service shall be treated, for purposes of
participation in the Plan, as though he never terminated his employment, except
that periods during which the Participant was not in active employment shall not
be included in determining the Participant's Final Average Compensation.

          4.5   Transfers. A Transfer shall not affect the continuity of a
Participant's Years of Service for purposes of his eligibility for benefits
under the Plan. However, in the event of a Transfer, the amount of the benefit
payable to a Participant under the Plan shall be computed as follows:

          (a)   If a Participant is transferred to an employment position which
would not make him eligible for benefits under the Plan, he shall have his
Accrued Benefit under the Plan based solely on his Years of Credited Service
prior to the date of Transfer.

          (b)   If an Employee is transferred to an employment position which
would make him eligible to participate in the Plan, he shall have his Accrued
Benefit under the Plan be based solely on his years of Credited Service from and
after the date of Transfer.

          (c)   The determination of the Compensation and the Final Average
Compensation of a Participant who incurs a Transfer shall be based upon his
Years of Credited Service with the Employer as a Participant.

                                      -16-

<PAGE>

                                    ARTICLE V
                                    ---------

                            REQUIREMENTS FOR PENSIONS
                            -------------------------

          5.1   Normal Retirement. A Participant shall be eligible for a Normal
Retirement Pension if his employment is terminated on or after his Normal
Retirement Age. Payment of a Normal Retirement Pension shall commence as of the
first day of the month coincident with or immediately following the
Participant's Retirement. A Participant's right to his Normal Retirement Pension
shall be non-forfeitable on attainment of his Normal Retirement Age.

          5.2   Early Retirement. A Participant shall be eligible for an Early
Retirement Pension if his employment is terminated on or after his fifty-fifth
(55th) birthday and after he has completed at least five (5) years of Credited
Service. Payment of an Early Retirement Pension shall commence as of the
Participant's Normal Retirement Date. However, if a Participant requests the
Committee to authorize the commencement of his Early Retirement Pension as of
the first day of the month coincident with or immediately following his
Retirement, or as of the first day of any subsequent month which precedes his
Normal Retirement Date, his Pension shall commence as of the first day of the
month so requested, but the amount thereof shall be reduced as provided in
Section 6.3.

          5.3   Deferred Vested Pension. A Participant shall be eligible for a
Deferred Vested Pension if his employment is terminated for any reason before
his death after the Participant's Vesting Date but prior to his Early Retirement
eligibility in accordance with Section 5.2. Payment of a Participant's Deferred
Vested Pension shall commence as of his Normal Retirement Date. However, if a
Participant requests the Committee to authorize the commencement of his Deferred
Vested Pension as of the first day of any month after his attainment of age
fifty-five (55) and prior to his Normal Retirement Date, his Pension shall
commence as of the first day of the month so requested, but the amount thereof
shall be reduced as provided in Section 6.4.

          5.4   Deferred Vested Pension in Top-Heavy Years. A Participant shall
be eligible for a Deferred Vested Pension under Section 5.4 if his employment is
terminated for any reason before his death and he had completed at least three
(3) Years of Service during or prior to any Top Heavy Year.

          5.5   Vesting Following Plan Amendment. In the event that any
amendment is adopted to the Plan which affects, directly or indirectly, the
computation of the vested percentage of the Participants' Accrued Benefits:

          (a)   The vested percentage of the Accrued Benefit of each Participant
shall not, as a result of such amendment, be less than it would have been had
the Participant terminated his employment on the day immediately preceding the
day such amendment was adopted (or, if earlier, the effective date of such
amendment); and

          (b)   The vested percentage of the Accrued Benefit of a Participant
who, on the day the amendment is adopted (or, if earlier, the effective date of
such amendment), had completed at least three (3) Years of Service shall
thereafter be equal to the greater of the amount determined under the Plan as so
amended or the amount determined under the Plan without regard to such
amendment.

                                      -17-

<PAGE>

                                   ARTICLE VI
                                   ----------

                               AMOUNT OF PENSIONS
                               ------------------

          6.1   Benefits Generally. Subject to the limitations hereinafter set
forth in this Article VI, each Participant who retires on or after he has
fulfilled the requirements for a Pension as set forth in Article V shall be
entitled to the Pension determined in accordance with the provisions of this
Article VI.

          6.2   Normal Retirement Pension. A Participant's Accrued Benefit under
the Plan is the monthly benefit amount payable in the form of a single life
annuity commencing at Normal Retirement Age (or Actuarial Equivalent thereof)
computed pursuant to paragraph (a), (b) or (c) below:

          (a)   Except with respect to those individuals described in paragraph
(b) below, a Participant's Accrued Benefit shall be one and one-third percent
(1-1/3%) of the Participant's Final Average Compensation at the date of
determination, less one and two-thirds percent (1-2/3%) of his Primary Social
Security Benefit, divided by twelve (12) multiplied by the Participant's Years
of Credited Service earned at his Normal Retirement Date, not to exceed thirty
years.

Effective May 1, 1989, Participants on April 30, 1985 will receive the larger of
the benefit described above or one percent of Final Average Compensation times
Years of Credited Service. Notwithstanding the foregoing, a Participant's or
prior plan participant's benefit amount as determined above shall be offset by
the value of the benefit distributed to or on behalf of the Participant from the
prior plan, if any.

          (b)   The Accrued Benefit of a Participant who either was a
Participant and had an Accrued Benefit on the May 1, 1989, or whose Final
Average Compensation includes years prior to May 1, 1994 in which his
Compensation exceeded $200,000 (as adjusted) for Plan Years prior to January 1,
1994, or $150,000 (as adjusted) for Plan Years beginning after January 1, 1994,
or both, shall be determined as follows:

          (i)   The Accrued Benefit as of any date between the May 1, 1989 and
                April 30, 1994, inclusive, shall be equal to the greater of (A)
                the amount determined under paragraph (a) taking into account
                all years of Credited Service or (b) the Participant's Accrued
                Benefit as of April 30, 1989, plus the amount determined under
                paragraph (a) taking into account only years of Credited Service
                beginning on or after the May 1, 1989.

          (ii)  The Accrued Benefit as of any date on or after May 1, 1994,
                shall be the greater of (A) the amount determined under
                paragraph (a) taking into account all years of Credited Service
                or (b) the Participant's Accrued Benefit as of April 30, 1994
                (taking into account paragraph (b)(i) above), plus the amount
                determined under paragraph (a) taking into account only years of
                Credited Service beginning on or after May 1, 1994.

          (c)   If a Participant receives a distribution of his Accrued Benefit
as a result of the termination of the Participant's employment and the
Participant is subsequently rehired, then the amount of the Pension to which the
Participant (or his Beneficiary) shall be entitled upon his subsequent
Retirement or death shall be determined by disregarding his Years of Credited

                                      -18-

<PAGE>

Service taken into account in determining the amount of such previous
distribution, provided that if the amount of such distribution was less than the
present value of the Participant's Accrued Benefit at such time (as determined
under Section 7.5, and disregarding the value of any subsidies for early
retirement or survivorship benefits), such Years of Credited Service shall not
be disregarded, but any Pension to which the Participant (or his Beneficiary)
subsequently becomes entitled shall be reduced by the Actuarial Equivalent of
such distribution. If a Participant is not entitled to a Deferred Vested Pension
when he incurs a termination of employment, he shall be deemed to have a
received a lump sum distribution of the entire vested portion of his Accrued
Benefit. If such a Participant is subsequently re-employed before incurring a
Break in Service consisting of at least five (5) Plan Years, he shall be deemed
to have repaid such distribution and his Years of Credited Service prior to such
termination of employment shall be included in determining his Accrued Benefit.

          6.3   Early Retirement Pension. The monthly amount of a Participant's
Early Retirement Pension payable on a single-life basis commencing as of his
Normal Retirement Date shall be equal to his Accrued Benefit at his Retirement.
In the event that the Participant requests payment of his Early Retirement
Pension prior to his Normal Retirement Date, the monthly amount of the Early
Retirement Pension shall be equal to the Pension which is otherwise payable to
the Participant as of his Normal Retirement Date, reduced at the rate of 1/2%
for each month that the commencement of Pension payments precede his Normal
Retirement Date.

          6.4   Deferred Vested Pension. The monthly amount of a Participant's
Deferred Vested Pension payable on a single-life basis commencing as of his
Normal Retirement Date shall be equal to his Accrued Benefit at his Retirement
(or, in the event that a Participant is eligible for a Deferred Vested Pension
under Section 5.4, the vested percentage of his Accrued Benefit at his
Retirement determined under Section 5.4). In the event that the Participant
requests the payment of his Deferred Vested Pension prior to his Normal
Retirement Date, the monthly amount of the Pension shall be equal to the Pension
which is otherwise payable to the Participant as of his Normal Retirement Date,
reduced at the rate of 1/2% for each month that the commencement of Pension
payments precede his Normal Retirement Date.

          6.5   Maximum Pensions.

          (a)   Anything to the contrary notwithstanding, the Projected Annual
Benefit (as defined in subparagraph (f)(iii) below) payable with respect to a
Participant for any Plan Year commencing on or after the Effective Date shall
not exceed his Maximum Annual Benefit. A Participant's Maximum Annual Benefit
shall be an Annual Benefit (as defined in subparagraphs (f)(i) and (ii) below)
equal to:

          (i)   The lesser of:

                (A)  One Hundred Sixty Thousand Dollars ($160,000), (One Hundred
                     Forty Thousand Dollars ($140,000) prior to January 1, 2002)
                     adjusted as of January 1st of each Plan Year to take into
                     account any cost-of-living adjustment (as determined
                     pursuant to Section 415(d) of the Code) in effect as of
                     January 1st of such Plan Year; or

                                      -19-

<PAGE>

                (B)  One hundred percent (100%) of the Participant's average
                     Section 415 Compensation for the three (3) consecutive Plan
                     Years during which he participated in the Plan in which he
                     received the highest aggregate Section 415 Compensation.

          (ii)  In the event the Participant has fewer than ten (10) Years of
                Credited Service or fewer than ten (10) years of participation
                in the Plan (as defined by Code Section 415(b)(5) and as
                modified by Code Section 415(b)(6)(D)), then

                (A)  the amount set forth at Section 6.5(a)(i)(A) shall be
                     reduced by multiplying such amount by a fraction, the
                     numerator of which shall be the number of years, or parts
                     thereof, of participation in the Plan (but not less than
                     one (l)), and the denominator of which shall be ten (10);
                     and

                (B)  the amount set forth at Section 6.5(a)(i)(B) shall be
                     reduced by multiplying such amount by a fraction the
                     numerator of which shall be the number of Years of Credited
                     Service (but not less than one (l)), with the Employer the
                     Company or any Related Company, and the denominator of
                     which is ten (10).

          (b)   Effective January 1, 2002, if payment of a Participant's benefit
under the Plan begins before the Participant has attained age 62 (prior to
January 1, 2002, his Social Security Retirement Age), the determination as to
whether the dollar limitation set forth in Section 6.5(a)(i)(A) has been
exceeded shall be made, in accordance with regulations prescribed by the
Secretary of Treasury, by reducing the limitation so that the dollar limitation
(as so reduced) equals an annual benefit (beginning when such benefits
commence), which is equivalent in value to the dollar limitation set forth in
Section 6.5(a)(i)(A) beginning at age 62. Prior to January 1, 2002, the dollar
limitation then in effect shall be reduced so that it is the actuarial
equivalent of an annual benefit in the amount of the otherwise applicable dollar
limitation beginning at the Social Security Retirement Age, with such reduction
being made in such manner as the Secretary of the Treasury may prescribe which
is consistent with the reduction for old-age insurance benefits beginning before
Social Security Retirement Age under the Social Security Act.

          (c)   If a Participant's Annual Benefit commences after the Social
Security Retirement Age, the determination of whether or not the dollar
limitation set forth at Section 6.5(a)(i)(A) has been exceeded shall be made in
accordance with regulations prescribed by the Secretary of the Treasury, by
adjusting such benefit so that it is equivalent in value to a benefit commencing
at the Social Security Retirement Age.

          (d)   If a Participant who is covered under this Plan and under any
Related Plan (as defined in subparagraph (f)(ii) below) is entitled to an
aggregate Projected Annual Benefit under said plans in a Plan Year which exceeds
his Maximum Annual Benefit, the aggregate Projected Annual Benefit shall be
reduced to the extent necessary so that it shall not exceed his Maximum Annual
Benefit. In order to effectuate said reduction among this Plan and the Related
Plan(s), the Projected Annual Benefit under each such plan shall be prorated
according to the

                                      -20-

<PAGE>

ratio which the Projected Annual Benefit in the Plan Year under each such plan
bears to the total Projected Annual Benefit in the Plan Year under this Plan and
the Related Plans.

          (e)   Notwithstanding the foregoing provisions of this Section 6.5, a
benefit payable with respect to a Participant under the Plan shall not be deemed
to exceed the limitations set forth in subparagraph (a)(1) if the total benefits
payable with respect to such Participant under the Plan and under all Related
Plans does not exceed Ten Thousand Dollars ($10,000) for the current Plan Year
or for any prior Plan Year, provided that the Employer, the Company or any
Related Company has never maintained a defined contribution plan (as defined in
Section 414(i) of the Code) in which such Participant was an active participant.
If a Participant has fewer than ten (10) years of Service with the Employer, the
Company or any Related Company, then the Ten Thousand dollar ($10,000) amount
referred to in the immediately preceding sentence shall be multiplied by a
fraction, the numerator of which is an amount equal to the Participant's number
of Years of Credited Service and the denominator of which is ten (10); provided,
however, that the resulting product shall not be less than one-tenth (1/10th) of
the amount determined under this Section 6.5(e).

          (f)   For purposes of this Section 6.5:

          (i)   The term "Annual Benefit" means a Pension payable annually in
                the form of a single-life Pension or, if applicable, in the form
                of a Qualified Joint and Survivor Pension (as defined in Section
                7.1). In the event that the Pension is payable in a form other
                than the foregoing, the Annual Benefit shall be based on the
                Actuarial Equivalent of a single-life Pension computed prior to
                January 1, 1997, on the basis of an interest rate of five
                percent (5%). Effective January 1, 1997, in the event a Pension
                is payable in the form of a single (lump sum) distribution, the
                present value of the Pension shall be determined using the 1983
                Group Annuity Mortality Table (Unisex) or such other mortality
                table as may be specified under Section 417(e)(3)(A) of the Code
                and an interest rate equal to the annual interest rate on
                30-year Treasury securities as announced by the Board of
                Governors of the Federal Reserve System for the second month
                prior to the first day of the Plan Year in which the
                distribution occurs.

          (ii)  The term "Related Plan" means any other defined benefit plan (as
                defined in Section 414(j) of the Code) maintained by the
                Employer, the Company or any Related Company.

          (iii) The term "Projected Annual Benefit" means the Participant's
                Annual Benefit under the Plan provided by the Employer's
                contributions on the assumptions that the Participant will
                continue employment until his Normal Retirement Age, that his
                Compensation will continue at the same rate as in effect for the
                current Plan Year and that all other relevant factors used to
                determine benefits under the Plan will remain constant as of the
                current Plan Year for all future Plan Years.

          (iv)  The term "Social Security Retirement Age" shall mean the age
                used as a retirement age for the Participant under Section
                216(e) of the Social Security Act, as such section may be
                amended from time to time;

                                      -21-

<PAGE>

                provided, however that such section shall be applied (x) without
                regard to the age increase factor, and (y) as if the early
                retirement age under Section 216(e)(2) of the Social Security
                Act were sixty-two (62).

          (v)   [RESERVED]

          (vi)  All actuarial adjustments to the limitations of this Section 6.5
                shall be based upon an interest rate of five percent (5%) and
                the mortality table otherwise used in determining Actuarial
                Equivalents under the Plan, provided that effective January 1,
                1997, the mortality table used shall be that specified in
                Section 7.5(c) and the interest rate for Pensions that are paid
                in accordance with Section 7.5 shall be that specified in
                Section 7.5(c).

          (g)   The provisions of this Section 6.5 and Section 6.6 below are
intended to comply with the provisions of Section 415 of the Code, as amended by
Section 416 of the Code, so that the maximum benefits provided to a Participant
shall be exactly equal to the maximum amounts allowed under the Code. If there
is any inconsistency between this Section 6.6 or Section 6.6 and the provisions
of Sections 415 and 416 of the Code, such inconsistency shall be resolved in
such a way so as to give full effect to the provisions of the Code.

          6.6   [RESERVED]

          6.7   Additional Restrictions.

          (a)   In the event that the Plan terminates, the Pension paid to or on
behalf of any Highly-Compensated Employee or former Employee treated as a Highly
Compensated Employee shall be limited to a benefit that is non-discriminatory
under Code Section 401(a)(4).

          (b)   Except as provided in paragraph(c), the annual payments to any
member of the Highly-Compensated Group shall be limited to an amount equal to
the payments that would be made on behalf of the Participant under a single life
annuity that is the Actuarial Equivalent of the sum of (i) the Participant's
Accrued Benefit plus (ii) the Participant's other benefits (as that term is
defined in Section 6.7(d) below), if any, under the Plan.

          (c)   The limitations of Section 6.7(b) shall not apply if (i) after
the payment of the benefits described in Section 6.7(d)(ii) below to such
Participant, the value of the assets of the Plan equals or exceeds one hundred
and ten percent (110%) of the value of the Plan's current liabilities (as that
term is defined in Code Section 412(l)(7)), or (ii) the value of the benefits
described in Section 6.7(d)(ii) for such member of the Highly-Compensated Group
is less than the greater of one percent (1%) of the value of the Plan's current
liabilities or $5,000.

          (d)   For purposes of this Section 6.7,

          (i)   The term "Highly-Compensated Group" shall mean the group of
                individuals consisting of all Highly-Compensated Employees and
                former Employees who are treated as Highly-Compensated Employees
                pursuant to Section 2.19(d) other than those who were not among
                the top twenty-five (25) Employees when ranked on the basis of
                Compensation in the current or any prior Plan Year; and,

                                      -22-

<PAGE>

          (ii)  The term "benefit" shall include loans in excess of the amounts
                set forth in Section 72(2)(A) of the Code, any periodic income,
                any withdrawal values payable to a living Participant, and any
                death benefits not provided for by insurance on the
                Participant's life.

          6.8   Conditions Affecting Pensions.

          (a)   Subject to the provisions of Section 7.8(c) and 7.9, no Pension
payments shall be made to a Participant during a period of employment and, in
the event that a retired Participant receiving Pension payments is re-employed
or continues to be employed by the Employer after the attainment of his Normal
Retirement Age in an employment position covered by the Plan, his Pension
payments shall be suspended during his period of re-employment or continued
employment.

          (b)   Upon the subsequent termination of employment of a re-employed
Participant, he shall be entitled to receive a Pension under the Plan in an
amount equal to the sum of (i) his Accrued Benefit at his Retirement, based upon
his Years of Credited Service and his Final Average Compensation as of such
date, plus (ii) his Accrued Benefit (if any) earned during his period of
re-employment, based upon his Years of Credited Service during such period and
his Final Average Compensation (computed solely on the basis of his years of
Credited Service during such period) as of his subsequent termination of
employment; provided, however, that his total Years of Credited Service under
the Plan shall be subject to the maximum set forth in Section 6.2.

          (c)   Notwithstanding paragraphs (a) and (b), if payment of a
Participant's Pension is required to commence while he is still employed by
reason of either Section 7.8(c) or 7.9, the amount of his Pension shall be
increased as of the first month of each subsequent Plan Year to reflect any
increase in his Years of Service and/or Final Average Compensation.

          6.9   Minimum Benefits in Top-Heavy Years. Anything else contained
herein to the contrary notwithstanding, the Accrued Benefit of each Non-Key
Employee shall not be less than the product of (a) two percent (2%) of the
Non-Key Employee's average monthly Top-Heavy Compensation during the consecutive
five (5) year period in which he had the greatest aggregate Top-Heavy
Compensation (excluding Top-Heavy Compensation received in any Plan Year that is
not a Top-Heavy Year), multiplied by (b) the number of Top-Heavy Years (not
exceeding twenty (20)) during which the Non-Key Employee completed at least one
thousand (1,000) Hours of Service, regardless of the Non-Key Employee's level of
Top-Heavy Compensation during such Top-Heavy Year, whether the Non-Key Employee
makes any mandatory contribution during such Top-Heavy Year, and whether the
Non-Key Employee is employed on any particular day during such Top-Heavy Year.
If, in any Top-Heavy Year, the Non-Key Employee is also a participant in any
other defined benefit plan maintained by the Employer or a Related Company, the
minimum Accrued Benefit required under this Section 6.10 with respect to such
Top-Heavy Year shall be reduced by the benefit accrued during such Top-Heavy
Year under such other plan (other than a minimum benefit accrued only during a
Top-Heavy Year). If such Non-Key Employee is also covered by a defined
contribution plan, he shall nevertheless receive the minimum Accrued Benefit
described herein. If in any Top-Heavy Year the provisions of Section 6.6(c)
apply to any Participant, then (i) three percent (3%) shall be substituted for
two percent (2%) for all Non-Key Employees for such Top-Heavy Year and (ii)

                                      -23-

<PAGE>

twenty percent (20%) shall be increased (but not by more than ten (10)
percentage points) by one percentage point for each Plan Year for which the Plan
was Top-Heavy.

          6.10  Payment of Incorrect Pension Amount. In the event of payment of
a Pension to a Participant (or their Beneficiary) under Articles V and VI of the
Plan, all or a portion of which should not have been payable to such Participant
(or their Beneficiary), the Plan Committee shall, as soon as is administratively
feasible, reduce the Pension benefit properly payable to the Participant by the
amount of any overpayment. Provided, however, no such reduction shall exceed
twenty-five percent (25%) of the monthly Pension payable to the Participant (or
their Beneficiary).


                                      -24-

<PAGE>

                                   ARTICLE VII
                                   -----------

                          FORM AND PAYMENT OF PENSIONS
                          ----------------------------

          7.1   Payment of Pensions.

          (a)   A Participant who is eligible for a Normal Retirement Pension
under Section 5.1 or an Early Retirement Pension under Section 5.2 and who has a
Spouse (as defined in paragraph (i) below) shall receive his Pension in the form
of a Qualified Joint and Survivor Pension, unless the Participant elects
otherwise in writing in accordance with the provisions of Section 7.4. The
Participant's Qualified Joint and Survivor Pension shall be paid in accordance
with either subparagraph (i) or (ii) below, as elected by the Participant;
provided, however, that if no such election is made by the Participant his
Qualified Joint and Survivor Pension shall be paid in accordance with
subparagraph (ii) below.

          (i)   One Hundred Percent (100%) Qualified Joint and Survivor Pension.
                A Participant shall receive a reduced Pension during his
                lifetime and, upon his death, one hundred percent (100%) of such
                reduced Pension shall be paid to the Participant's Spouse, if
                surviving, for the remainder of her lifetime.

          (ii)  Fifty (50%) Qualified Joint and Survivor Pension. A Participant
                shall receive a reduced Pension during his lifetime and, upon
                his death, fifty percent (50%) of such reduced Pension shall be
                paid to the Participant's Spouse, if surviving, for the
                remainder of her lifetime.

          (b)   A Participant who is eligible for a Deferred Vested Pension
under either Section 5.3 and who has a Spouse (as defined in paragraph (i)
below) shall receive his Pension in the form of a fifty percent (50%) Qualified
Joint and Survivor Pension in accordance with subparagraph (a)(iii) above,
unless the Participant elects otherwise in writing in accordance with the
provisions of Section 7.4.

          (c)   The last payment of a Qualified Joint and Survivor Pension shall
be made as of the first day of the month in which the death of the survivor of
the Participant and his Spouse occurs.

          (d)   The reduced amount payable to the Participant under a Qualified
Joint and Survivor Pension shall be determined by multiplying the amount of his
Pension determined under the applicable provision of Article V by the applicable
option factor set forth in Exhibit A.

          (e)   In lieu of a Qualified Joint and Survivor Pension, a Participant
may elect in writing, in accordance with the provisions of Section 7.4, to
receive for life a Pension determined under the applicable provision of Article
V.

          (f)   A Participant who is eligible for a Normal Retirement Pension
under Section 5.1 or an Early Retirement Pension under Section 5.2 may elect in
writing, in accordance with the provisions of Section 7.4, to receive one of the
optional forms of benefit described under Section 7.3.

          (g)   If a Participant does not have a Spouse, he shall receive the
Pension determined under the applicable provision of Article V, subject to his
right, if any, to elect in

                                      -25-

<PAGE>

writing, in accordance with the provisions of Section 7.4, to receive one of the
optional forms of benefit described under Section 7.3. Such a Participant's
single-life Pension shall be deemed to be a Qualified Joint and Survivor Pension
for purposes of all notice and election provisions of Section 7.4.

          (h)   The last payment of any single-life Pension shall be made as of
the first day of the month in which the death of the Participant occurs.

          (i)   For purposes of this Article VII, a Participant's Spouse shall
be the person to whom he is married on his Benefit Commencement Date. To the
extent provided in any Qualified Domestic Relations Order, and subject to the
provisions of Section 8.7(b), a former spouse of the Participant shall be
treated as the Participant's Spouse on the Benefit Commencement Date, and the
vested percentage of the Participant's Accrued Benefit may be paid in accordance
with such Qualified Domestic Relations Order at any time after the Participant
is eligible to retire and begin receiving a Pension under any provision of
Article V.

          7.2   Other Survivorship Benefits.

          (a)   Upon the death of a Participant who is credited with at least
one Hour of Service on or after January 1, 1976, who is eligible for a Pension
under the applicable provision of Article V, and who dies prior to his Benefit
Commencement Date, a fifty percent (50%) Qualified Pre-retirement Survivor
Pension (as defined below) shall be payable to his Eligible Spouse (as defined
in paragraph (d) below).

          (b)   The date upon which the payment of the fifty percent (50%)
Qualified Pre-retirement Survivor Pension commences, and the amount of monthly
payments to the Eligible Spouse, shall be determined as if the Participant had
terminated his employment on the date of his death, survived to the earliest
date upon which he would have been eligible to begin receiving a Pension under
any of the provisions of Article V, retired with a fifty percent (50%) Qualified
Joint and Survivor Pension on such date, and died on the following day. Payments
to the Eligible Spouse shall continue until the first day of the month in which
the death of the Eligible Spouse occurs.

          (c)   Except as provided in this Section 7.2, no death or survivor
benefits shall be payable on behalf of a Participant who dies prior to his
Benefit Commencement Date.

          (d)   For purposes of this Section 7.2, a Participant's Eligible
Spouse shall be the person to whom he has been continuously married for one year
on the date of his death. To the extent provided in any Qualified Domestic
Relations Order, and subject to the provisions of Section 8.7(b), a former
spouse of the Participant shall be treated as the Participant's Eligible Spouse,
provided that the Participant and his former spouse were married for at least
one year.

                                      -26-

<PAGE>

          7.3   Optional Forms of Benefits.

          (a)   In lieu of a Normal Retirement Pension under Section 5.1, an
Early Retirement Pension under Section 5.2, or a Disability Retirement Pension
under Section 5.3, a Participant may elect in writing, in accordance with the
provisions of Section 7.4, to receive a Pension payable under one of the options
described below:

          (i)   Contingent Annuitant Option. A married Participant may elect to
                receive a reduced Pension payable during his lifetime, with the
                provision that if his contingent annuitant survives him, payment
                of the Pension in an amount equal to either one hundred percent
                (100%) or fifty percent (50%) of the Participant's reduced
                Pension (as elected by the Participant) shall continue to the
                contingent annuitant after his death, with the last payment to
                be made as of the first day of the month in which the death of
                the contingent annuitant occurs. A Participant who is unmarried
                as of the end of the election period referenced in Section 7.4,
                shall not be entitled to elect the optional form of benefit
                described under this Section 7.3(a)(i).

          (ii)  Single-Life Option. A Participant may elect to receive a
                single-life Pension under which the last payment shall be made
                as of the first day of the month in which the death of the
                Participant occurs.

          (b)   An option shall be elected in writing on a form approved by the
Committee and shall be filed with the Committee during the period described in
Section 7.4. The amount of the Pension payable under an option shall be
determined by multiplying the Participant's Pension under the applicable
provision of Article V by the applicable option factor set forth in Exhibit A.

          (c)   Anything else contained herein as to the contrary
notwithstanding,

          (i)   A Participant's Pension shall be distributed in full beginning
                with his Benefit Commencement Date, over the life of the
                Participant (or the lives of the Participant and his
                Beneficiary), or over a period not exceeding the life expectancy
                of the Participant (or the life expectancies of the Participant
                and his Beneficiary) in accordance with Section 401(a)(9)(A) of
                the Code and Treasury Regulations promulgated thereunder.

          (ii)  The Pension of a Participant who dies before his entire Pension
                has been distributed shall, if distribution of such
                Participant's Pension has begun in accordance with subparagraph
                (a)(i), be distributed in full at least as rapidly as under the
                method of distribution in effect at the date of his death, or,
                if distribution has not so begun, be distributed in full either
                by the end of the year that includes the fifth anniversary of
                the date of death or, commencing not later than the last day of
                the year that includes the first anniversary of the date of
                death (except as otherwise provided in Section 401(a)(9)(B)(iv)
                of the Code in the case of a surviving spouse) over the life of
                his Beneficiary (or a period not exceeding the life expectancy
                of his Beneficiary), all in accordance with Section

                                      -27-

<PAGE>

                401(a)(9)(B) of the Code and Treasury Regulations promulgated
                thereunder.

          (iii) The provisions of Sections 7.1, 7.2 and 7.3 are intended comply
                with the requirements of Section 401(a)(9) of the Code,
                including specifically the minimum distribution incidental
                benefit rule of Section 401(a)(9)(G), the proposed Treasury
                Regulations issued thereunder, and any final Treasury
                Regulations, shall be construed accordingly. Said Code and
                Treasury Regulation provisions are hereby incorporated herein by
                this reference, and which shall control over form of
                distribution provided in this Plan that is inconsistent
                therewith. To the extent that said Treasury Regulations provide
                for any elections or alternative methods of compliance not
                specifically addressed in Sections 7.1, 7.2 and 7.3, the
                Committee shall have the authority to make or revoke such
                election or utilize such alternative method of compliance.

          7.4   Election Procedures.

          (a)   The Committee shall provide each Participant with a written
explanation, in non-technical language, of the Qualified Joint and Survivor
Pension available under Section 7.1, and the optional forms of benefits
available under Section 7.3. Such explanation shall include a general statement
of the terms and conditions of such benefits, the circumstances under which the
Qualified Joint and Survivor Pension shall automatically be provided, the
Participant's right to make, and the effect of, an election to waive the
Qualified Joint and Survivor Pension and the rights of the Participant's spouse
under paragraph (f) below, and shall inform the Participant that he has the
right to receive a written explanation of the effect of any such election on his
particular benefit, expressed in terms of dollars per monthly payment. Such
written explanation shall also comply with any regulations promulgated under
Section 417(a)(3)(A) of the Code, and any such regulations shall be deemed
incorporated herein by reference.

          (b)   The written explanation referred to in paragraph (a) shall be
provided to the Participant within a reasonable time, but not less than thirty
(30) days and no more than ninety (90) days, prior to the Participant's Benefit
Commencement Date. Notwithstanding the foregoing, effective May 1, 1998, the
Participant may (with his spouse's consent, if applicable) waive the thirty (30)
day period described in the preceding sentence in writing, provided that payment
of his benefit shall in no event begin less than seven (7) days after such
explanation is furnished. If it is necessary to furnish the written explanation
after payment of a Participant's benefit has commenced, the Participant shall be
given an election period consisting of thirty (30) days following the date on
which the explanation is furnished and any change necessary in his form of
benefit shall be made on a prospective basis.

          (c)   A Participant may elect to not have his benefit paid in the form
of a Qualified Joint and Survivor Pension, or may (if eligible) elect an
optional form of benefit. Any such election shall be made in writing and shall
clearly indicate that the Participant is electing to waive his right to receive
his benefit in the form of a Qualified Joint and Survivor Pension and shall be
delivered to the Committee during the election period described in paragraph
(d). The Participant shall be entitled to make or change any such election at
any time during the election period.

                                      -28-

<PAGE>

          (d)   Any election and any revocation of any election made under this
Section 7.4 may be made at any time or times during the ninety (90) day period
ending on the Participant's Benefit Commencement Date.

          (e)   An election made pursuant to this Article VII or a revocation or
cancellation of an election, or the exercise or revocation of a waiver hereunder
before the Participant's Benefit Commencement Date, shall be made without
prejudice to the right of the Participant to make a new election. An election,
revocation or cancellation of an election, or the exercise or revocation of a
waiver, shall be made in writing on a form prescribed by the Committee shall
comply with the requirements of paragraph (f), below, and shall be effective if
submitted to the Committee prior to the Participant's Benefit Commencement Date.

          (f)   Anything to the contrary notwithstanding, any election made
under this Section 7.4 shall be in accordance with rules established by the
Committee. In the case of a Participant whose Benefit Commencement Date occurs
after December 31, 1984, an election to receive any benefit other than a
Qualified Joint and Survivor Pension shall be valid only if (i) such
Participant's waiver of his right to receive a Qualified Joint and Survivor
Pension pursuant to paragraph (d) is consented to, in writing, by the person who
is the Participant's Spouse on the Benefit Commencement Date, and the Spouse's
signature is witnessed either by a member of the Committee or other Plan
representative designated by the Committee or by a notary public, or (ii) the
Participant establishes, to the satisfaction of the Committee, that he is not
married on the Benefit Commencement Date or that, if he is married, his Spouse's
consent cannot be obtained because his Spouse cannot be located, because he and
his Spouse are legally separated, because he has been abandoned by his Spouse
(and has a court order to such effect), or because of such other circumstances
as may be specified in regulations promulgated under Section 417(a)(2)(B) of the
Code. All elections made pursuant to this paragraph (f) may be revoked in
writing by the Participant at any time prior to his Benefit Commencement Date,
but any new election of an optional form of benefit shall require a new consent
from the Participant's Spouse unless the original consent specifically
authorized the Participant to elect different forms of benefit without the
Spouse's further consent. A Spouse's consent to an election shall be
irrevocable. The Committee shall provide to each Participant, within the period
of time set forth in paragraph (b), the written explanation of the information
described in paragraph (a).

          (g)   Anything else to the contrary notwithstanding, any Participant
(i) who was credited with at least one Hour of Service on or after September 2,
1974, (ii) who would not, but for this paragraph (g), have the right to receive
a fifty percent (50%) Qualified Joint and Survivor Annuity, (iii) who is alive
on August 23, 1984 and (iv) whose Benefit Commencement Date is on or after
August 23, 1984, shall have the right to elect to receive a fifty percent (50%)
Qualified Joint and Survivor Annuity. The Committee shall send written notice of
the provisions of this paragraph (g) to each Participant to whom it applies, and
shall also send written notice of the provisions of Section 7.2 to each
Participant whose employment was terminated prior to August 23, 1984, and to
whom Section 7.2 applies.

          7.5   Small Pensions.

          (a)   Notwithstanding anything herein to the contrary, if the present
value of a Pension payable under the Plan is Five Thousand Dollars ($5,000) or
less (as determined in accordance with Section 7.5(a)(i), payment of such
Pension shall be made in a lump sum. In the case of a Participant who does not
have a vested Accrued Benefit, the Participant shall be

                                      -29-

<PAGE>

deemed to have received a lump-sum payment of his Pension in the amount of zero
dollars ($0) at the time set forth in this Section. Payment of a lump sum
pursuant to this Section 7.5(a) shall be made as soon as practicable following
the date on which a Participant has incurred a termination of employment or, in
the case of a payment to a Beneficiary, the Participant's death.

          (i)   For purposes of this Section 7.5(a), the determination of
                whether the present value of a Participant's Pension exceeds
                $5,000 upon his termination of employment shall be made without
                regard to whether the present value of the Participant's Pension
                exceeded $5,000 at a time prior to the Participant's termination
                of employment, (with respect to distributions commencing on or
                after May 1, 2001).

          (ii)  If the present value of a Participant's Pension exceeds $1,000
                but is less than $5,000, upon the Participant's termination of
                employment (determined in accordance with Section 7.5(a)(i)),
                and the Participant fails to affirmatively elect to have his
                entire Accrued Benefit distributed, the Committee shall transfer
                the Participant's benefit entitlement to an individual
                retirement account or a trustee or issuer designated by the
                Committee, in its sole discretion, and shall notify the
                Participant, in writing, that the Participant's distribution may
                be transferred, without cost or penalty to the Participant, to
                another individual retirement account selected by the
                Participant.This Section 7.5(a)(ii) shall become effective as of
                the first date prescribed by the IRS and Department of Labor.

          (b)   Effective January 1, 1997, if the present value of a Pension
payable under the Plan, as determined under paragraph (a), is more than Five
Thousand Dollars ($5,000) but not more than Six Thousand Dollars ($6,000), the
Participant or Beneficiary may elect to receive payment of such Pension in a
lump sum. In the case of a Pension payable to a Participant, such election shall
be considered a selection of an optional form of benefit, and the notice,
election and spousal consent provisions of Section 7.4 shall apply.

          (c)   Effective for Plan Years beginning on or after January 1, 1997,
the present value of a single (lump sum) Pension under this Section 7.5, shall
be determined using the 1983 Group Annuity Mortality Table (Unisex) or such
other mortality table as may be specified under Section 417(e)(3)(A) of the Code
(which effective January 1, 2002, the 1994 Group Annuity Reserving (94GAR)
Table) and an interest rate equal to the annual interest rate on 30-year
Treasury securities as announced by the Board of Governors of the Federal
Reserve System for the second month prior to the first day of the Plan Year in
which the distribution occurs. For Plan Years beginning prior to January 1,
1997, the present value of a single (lump sum) Pension is determined using the
aforementioned mortality table and an interest rate equal to five percent (5%).

          (d)   Any Participant or Alternate Payee (but only with respect to an
Alternate Payee who is the spouse or former spouse of a Participant) who is
entitled to receive an "eligible rollover distribution," as hereinafter defined,
shall have the right to direct the transfer of all or a portion of such
distribution directly to an individual retirement account or annuity qualified
under Section 408 of the Code (other than an endowment contract) (an "IRA"), or
to a defined contribution pension or profit-sharing trust qualified under
Section 401(a), annuity plan qualified under Section 403(a) of the Code, annuity
plan qualified under Section 403(b) of the Code, a

                                      -30-

<PAGE>

governmental plan qualified under Section 457 of the Code or other "eligible
retirement plan" as defined in Section 401(a)(31) of the Code, which will accept
such a transfer, provided that the amount so transferred must either be the
entire amount of such distribution or must be at least $200. The surviving
spouse of a Participant shall similarly be entitled to direct the transfer of
all or a portion of any distribution to which this Section 7.5 applies, but with
respect to Plan Years beginning prior to January 1, 2002, only to an IRA. The
Committee shall furnish each Participant, Alternate Payee or surviving spouse to
whom this Section 7.5 applies with a notice describing his right to a direct
transfer and the tax consequences of a distribution. For purposes of this
Section 9.5, an "eligible rollover distribution" means any distribution that is
at least $200.00, other than (i) a distribution that is part of a series of
substantially equal installment payments, paid not less frequently than
annually, over the life or life expectancy of the Participant, the joint lives
or joint life expectancies of the Participant and his beneficiary, (ii) a fixed
period of 10 years or more, but only to the extent such distribution exceeds the
minimum amount required to be distributed under the Plan, or (iii) hardship
distributions under a 401(k) arrangement. The Committee may adopt administrative
procedures to implement direct transfers, which may vary the time periods and
minimum amounts set forth above, to the extent consistent with final Treasury
Regulations issued under Section 401(a)(31) of the Code .

          7.6   Designation of Beneficiaries. A Participant who elects a form of
benefit that provides for continued payments after his death shall designate a
Beneficiary to receive such payments, and may change such designation prior to
the Benefit Commencement Date in accordance with Section 7.4 (subject to the
right of the Participant's Spouse to consent to any change in accordance with
Section 7.4(f) if the Spouse's original consent did not specifically authorize
the Participant to change Beneficiaries). In the case of a Qualified Joint and
Survivor or Contingent Annuitant Pension, the Beneficiary designation shall
become irrevocable on the Benefit Commencement Date (even if the Beneficiary is
the Participant's spouse and they later divorce), and no further benefits shall
be payable after the death of the Participant and Beneficiary. No designation of
a Beneficiary or change thereof shall be effective until it has been received by
the Committee. The Committee shall be entitled to rely upon the last designation
filed by the Participant prior to his death.

          7.7   Benefit Commencement Date.

          (a)   The Benefit Commencement Date for each Participant shall be as
set forth in the applicable provision of Article V, subject to the provisions of
paragraphs (b) and (c) below.

          (b)   Except as provided in Section 7.5 above and paragraph (c) below,
unless the Participant consents to a later commencement date, the Benefit
Commencement Date shall be not later than the sixtieth (60th) day after the
close of the Plan Year in which the latest of the following events occurs:

                (i)  The Participant's sixty-fifth (65th) birthday; or

                (ii) The termination of the Participant's employment with the
                     Employer.

          (c)   Effective May 1, 1997, anything else contained herein to the
contrary notwithstanding, in no event shall distribution of a Participant's
Pension begin later than April 1 of the calendar year following the later of the
calendar year in which the Participant attains the

                                      -31-

<PAGE>

age of 70 1/2 or retires, or, in the case of a Participant who is a five percent
owner (as described in paragraph (a)(i) of the definition of Highly Compensated
Employee), April 1 of the calendar year following the calendar year in which the
Participant attains age 70 1/2. If commencement of a Participant's Normal
Retirement Pension is deferred until after April 1 of the calendar year
following the calendar year in which the Participant attains age 70 1/2, the
amount of such Participant's Normal Retirement Benefit shall not be less than
the Actuarial Equivalent of his Accrued Benefit as of such date, plus the
Actuarial Equivalent of any additional accrued benefit after such date, reduced
by the Actuarial Equivalent of any benefit payments made after such date.

          7.8   Employment After Normal Retirement Age.

          (a)   A Participant shall not receive a Pension for any calendar
month, including the calendar month in which, or any calendar month following
which, he satisfies the requirements for a Normal Retirement Pension under
Section 5.1, if during any such calendar month he completes at least forty (40)
Hours of Service.

          (b)   Subject to Section 7.7(c), if a Participant who continues to be
employed or is re-employed by the Employer after he satisfies the requirements
for a Normal Retirement Pension completes less than forty (40) Hours of Service
during any calendar month, such Participant shall be considered retired and
shall receive his Pension under the Plan. Any employment by the Participant
during any calendar month in which he receives Compensation for less than forty
(40) Hours of Service shall not be considered as part of his period of Credited
Service.

          (c)   Upon the death of a Participant who continues his employment
beyond the attainment of his Normal Retirement Age and who is not considered
retired in accordance with the provisions of this Section 7.8, the provisions of
Sections 7.2 or 7.3 (as applicable) shall be operative, and the Pension payable
thereunder shall commence as of the first day of the month coincident with or
immediately following the Participant's death in the amount which would have
been payable had the Participant retired on the day immediately preceding his
death.

          (d)   The Committee shall provide each Participant who either
continues to be employed, or is re-employed, after attaining his Normal
Retirement Age with a written notice, which shall satisfy the requirements of
Department of Labor Regulations Section 2530.203-3, that his continued
employment will result in the suspension of his Pension pursuant to this Section
7.8.

                                      -32-

<PAGE>

                                  ARTICLE VIII
                                  ------------

                   APPLICATION FOR BENEFITS, CLAIMS PROCEDURE
                   ------------------------------------------
                             AND GENERAL PROVISIONS
                             ----------------------

          8.1   Advance Written Applications Required. An application for the
commencement of a Pension must be made in writing on a form and in a manner
prescribed by the Committee, and must be submitted to the Committee in care of
the Personnel Department of the Employer by a Participant or Beneficiary, or
authorized representative acting on his behalf (the "claimant"). A claimant's
benefits shall, subject to the applicable provision of Article V and the
provisions of Section 7.7, commence:

          (a)   Except as provided in paragraph (b) below, on the first day of
the month which follows his eligibility for a Pension and which is at least one
month after the date on which he filed his application.

          (b)   If the day determined in paragraph (a) above is more than two
(2) months after the close of the Plan Year in which he attained his Normal
Retirement Age and more than two (2) months after the close of the Plan Year in
which he was last employed by the Employer, the Company or any Related Company,
his benefits shall commence on the first day of the third month after the close
of such Plan Year.

          Anything to the contrary notwithstanding, when the Employer terminates
the employment of a Participant, the application requirement shall be waived
when the effective date of such termination is less than sixty (60) days prior
to the effective date of Retirement.

          8.2   Information Required. The claimant shall furnish the Committee
with any information or proof requested by it and reasonably required to
administer the Plan. The Committee shall be the sole judge of the standard of
proof required in any case. No application shall be considered complete until
such information or proof requested by the Committee is submitted.

          8.3   Denial of Benefits. In the event that any application for
benefits is denied, in whole or in part, the Committee shall notify the claimant
in writing of such denial and of his right to a review by the Committee and
shall set forth, in a manner calculated to be understood by the claimant, the
specific reasons for such denial, specific references to pertinent Plan
provisions on which the denial is based, a description of any additional
material or information necessary for the claimant to perfect his application,
an explanation of why such information is necessary and an explanation of the
Plan's review procedure and the method of appeal as set forth in Section 8.4.
Such notice shall be furnished not more than ninety (90) days after the claim is
filed, unless special circumstances require an extension of such period for not
more than an additional ninety (90) days and the applicant is notified of such
extension by the end of the original 90 day period.

          8.4   Review Procedure. A claimant who has received notice that his
application has been denied may, within sixty (60) days of receipt of such
notice, secure review by written request addressed to the Committee in care of
the Personnel Department of the Employer. In connection with such an appeal for
a review, the claimant shall have the right to information available to the
Committee which may be relevant to his appeal and may submit arguments or
comments in writing. The Committee shall render a decision as soon as possible

                                      -33-

<PAGE>

and within sixty (60) days after the request for a review unless special
circumstances, such as the need to hold a hearing, require an extension of up to
an additional sixty (60) days; provided, however, that if the Committee (or a
subcommittee designated to resolve such appeals) holds regularly scheduled
meetings at least quarterly, the decision shall be made not later than the next
meeting of the Committee or subcommittee held at least 30 days after the appeal
is received or, if special circumstances require, the next meeting following
such meeting. The decision shall be by the full Committee, or by a subcommittee
for the full Committee or any fiduciary named for that purpose by a standing
resolution of the Committee delegating such review authority, and shall be
submitted to the claimant in writing and shall include the specific reason or
reasons for the decision and the specific references to the provisions of the
Plan on which the decision is based, and such decision shall be final and
binding on the claimant.

          8.5   Responsibility for Correctness of Address. Neither the Committee
nor the Employer shall be required to determine, or to make an investigation to
determine, the identity or mailing address of any Participant, and the Committee
shall have discharged its obligation when it shall have sent checks and other
papers by registered or certified mail to such Participant at such address as
may be designated to it by such Participant or, if he makes no such designation,
at his last address on the records of the Employer.

          8.6   Payments for Incompetents. In the case of incompetency, either
mental or physical, of any Participant or Beneficiary, payments shall be made to
the court-appointed guardian of such person who has satisfied the Committee that
he or it is caring for said Participant or Beneficiary, and any such payments
shall be a complete discharge of the liabilities under the Plan.

          8.7   Non-Alienation of Benefits.

          (a)   Except with respect to Federal income taxes, effective January
1, 1998, certain judgements or settlements in accordance with Section
401(a)(13)(C), or payments pursuant to a Qualified Domestic Relations Order in
accordance with paragraph (b), no benefit payable at any time under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, attachment, charge, garnishment, levy or encumbrance of any
kind, voluntary or involuntary, and any attempt to encumber such benefit in any
way whatsoever shall be void. No benefit shall be subject in any manner to the
debts or liabilities of any person to whom the benefit is or shall be payable.

          (b)   Upon receiving any order, judgment or decree which may be a
Qualified Domestic Relations Order, the Committee shall promptly notify the
Participant involved and any Alternate Payee (as defined in Section 2.31) of the
receipt of the order and of the Plan's procedure for determining whether the
order is a Qualified Domestic Relations Order, and shall proceed to determine
whether the order is a Qualified Domestic Relations Order. During the period
during which it is being determined whether such order is a Qualified Domestic
Relations Order, any payments which would, under such order, be payable to an
Alternate Payee, shall be placed in a separate account in the Trust. If, within
eighteen (18) months after the day on which payments pursuant to such order
would be required to begin, the Committee determines that such order is a
Qualified Domestic Relations Order, the amount of such separate account, with
any earnings thereon, shall be paid to the Alternate Payee as provided in such
order. If the status of such order has not been established within such eighteen
(18) month period, or if it is determined that the order is not a Qualified
Domestic Relations Order, the amount of such separate account

                                      -34-

<PAGE>

shall be paid to the Participant, or, if it would not otherwise have been
payable currently, shall be restored to the Participant's Accrued Benefit. Any
determination made after the end of such eighteen (18) month period shall be
applied prospectively only.



                                      -35-

<PAGE>

                                   ARTICLE IX
                                   ----------

                 ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR
                 -----------------------------------------------

          9.1   Appointment of Committee.

          (a)   The Board may appoint an Administrative Committee consisting
such number of persons as designated by the Board (which shall not be less than
1) who shall serve at the pleasure of the Board. The Committee shall appoint one
of its members to act as its Chairman and one of its members to act as its
Secretary and who shall keep minutes of the Committee's proceedings. The
Committee may act by a majority of its appointed members, and such action may be
taken from time to time by a vote at a meeting or in writing without a meeting.
The Committee may authorize any one of its members or its Secretary to execute
any document on its behalf.

          (b)   In the event that the Board fails to appoint an Administrative
Committee pursuant to Section 9.1(a) or in the event that the Board has
terminated such appointment, and has failed to appoint a successor
Administrative Committee, then until such time, if ever, as the Board appoints
such an Administrative Committee, the Plan Administrator shall have the same
powers and duties under the Plan as the Committee, and all references in this
Plan to the Committee shall be deemed to refer to the Plan Administrator. In
such event, the powers of the Committee may be exercised by the President of the
Employer or such person as he may designate or, in the absence of such
designation, by the officers and management employees of the Employer generally
responsible for matters involving personnel and employee benefits.

          9.2   Committee Actions. The Committee may adopt such by-laws, rules
and regulations as it deems necessary, desirable or appropriate for the conduct
of its affairs. All rules and decisions of the Committee shall be uniformly and
consistently applied to all Participants and Beneficiaries in similar
circumstances. When making a determination, the Committee shall be entitled to
rely upon information furnished by a Participant or Beneficiary, the Employer,
the legal counsel of the Employer or the Trustee, and shall have no duty or
responsibility to verify such information.

          9.3   Resignation or Removal of Committee Member. (a) Any member of
the Committee may resign from office at any time by notifying the Employer and
the other members of the Committee in writing, at least ten (10) days in
advance, of such resignation; provided, however, that such notice may, at the
option of the parties, be waived.

          (b)   Any member of the Committee may be removed from office by the
Employer at any time, with or without cause. Such removal shall be effectuated
by the tendering to such member and the other members of the Committee of a
written notice of removal, to take effect on the date specified therein;
provided, however, that such notice may, at the option of the parties, be
waived.

          (c)   Upon such resignation or removal of a member of the Committee,
or upon his death, the Board shall promptly appoint a successor member of the
Committee, and shall give prompt written notice thereof to the other members of
the Committee. In the event of the failure of the Board to appoint such
successor by the effective date of such resignation or removal, or within ten
(10) days after such death, the remaining members of the Committee may appoint
such successor.

                                      -36-

<PAGE>

          (d)   Each successor member of the Committee shall have all the
powers, duties, responsibilities and obligations conferred by the Plan as if
originally named to the Committee. No successor member of the Committee shall be
personally liable for any act or failure to act of his predecessor or shall have
any duty to review the actions of his predecessor.

          9.4   Powers and Duties of Committee. The Committee shall be the named
fiduciary of the Plan under ERISA and, in such capacity, shall have the
responsibility for, and the authority to manage the operation and administration
of, the Plan. The Committee shall have all powers and duties which are
reasonably necessary to carry out its responsibilities under the Plan, including
but not limited to the power to:

          (a)   employ investment managers and advisors, accountants, legal
counsel, consultants and actuaries and any other person or organization it feels
necessary or proper to assist it in the performance of its duties under the
Plan, and all reasonable expenses therefor shall be paid as provided in Section
10.6;

          (b)   administer and construe the Plan, and correct any defects or
supply any omission or reconcile any inconsistency in such manner and to such
extent as it shall deem expedient to carry out the purpose of the Plan;
provided, however, that a member of the Committee shall not individually act on
any matter relating to himself;

          (c)   communicate its decisions and directions to the Trustee, a
Participant, the Employer or to any other person or organization who is to
receive such decision or direction, which may be relied upon by its recipient as
being the binding decision of the Committee;

          (d)   allocate or delegate, among the members of the Committee or to
any other person, any fiduciary responsibility (other than trustee
responsibilities) with respect to the Plan;

          (e)   determine the amount of and eligibility for benefits under the
Plan; provided, however, that all such determinations shall be made on a uniform
and non-discriminatory basis; and

          (f)   establish rules, regulations and procedures for the
administration of the Plan. To the extent consistent with applicable provisions
of ERISA and the Code, such rules, regulations and procedures may alter any
provision of the Plan that is administrative or procedural in nature (including
any provision that specifies the time for performing any act), and any such
rule, regulation or procedure shall be deemed incorporated into the Plan without
the necessity of an amendment.

          All determinations and interpretations of the Plan by the Committee,
and all rules, regulations, and procedures adopted by the Committee, which are
consistent with the fiduciary requirements of ERISA shall be final and binding
on all Participants, Beneficiaries and other persons claiming any interest in
the Plan.

          9.5   Discharge of Fiduciary Responsibilities. Each member of the
Committee, and any other fiduciary under the Plan, shall discharge his duties
and responsibilities with respect to the Plan:

                                      -37-

<PAGE>

          (a)   solely in the interest of the Participants and Beneficiaries,
for the exclusive purpose of providing benefits to the Participants and
Beneficiaries and defraying reasonable expenses of administering the Plan;

          (b)   with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man 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;

          (c)   by diversifying the investments of the Plan so as to minimize
the risk of large losses, unless under the circumstances it is prudent not to do
so; and

          (d)   in accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent with the
applicable provisions of ERISA.

          9.6   Records Required. To put into effect the purposes of the Plan,
the Committee shall cause to be maintained by the Employer a record of the
Compensation applicable to each Participant, the Beneficiaries designated by
each Participant, the Participant's years of Credited Service, and such other
records as may be required for the efficient administration of the Plan.

          9.7   Indemnification. The Employer shall indemnify and save harmless
the Committee, each member of the Committee, and any officer or employee of the
Employer exercising any of the powers of the Plan Administrator from and against
any and all loss resulting from any liability to which such person may be
subjected by reason of any act or conduct (except willful misconduct or gross
negligence) in their official capacities in the administration of the Plan,
including all expenses reasonably incurred in their defense if the Employer
fails to provide such defense.

          9.8   Liability of Committee. The Employer shall reimburse the
Committee for any bond or other security required by law. The Employer agrees,
to the extent permitted by law, that it shall pay any insurance premium as
directed by the Committee or (in default of a direction by the Committee) shall
reimburse any member of the Committee for any insurance policy procured by the
Committee (or a member) insuring any member of the Committee and any of its
agents with respect to any liability which may be imposed by reason of any act
or failure to act in carrying out the fiduciary obligations imposed upon any of
them.

          9.9   Plan Administrator.

          (a)   The Employer, or such person as the Company shall designate
pursuant to paragraph (b), shall serve as the Administrator of the Plan. The
Administrator shall be the "plan administrator" as defined in Section 414(g) of
the Code, and the "administrator" as defined in Section 3(16)(A) of ERISA. The
Administrator shall have the duty to file such plan descriptions and annual
reports as may be required by ERISA or similar legislation and shall be
designated to accept service of legal process and any other notices for the
Plan.

          (b)   The Company shall have the authority to appoint another
corporation or one or more persons to serve as the Administrator hereunder, in
which event such corporation or person (or persons) shall exercise all of the
powers, duties, responsibilities and obligations of the Administrator hereunder.

                                      -38-

<PAGE>

                                    ARTICLE X
                                    ---------

                            CONTRIBUTIONS AND FUNDING
                            -------------------------

          10.1  General. (a)  The Trustee shall hold, invest and distribute the
assets of the Trust Fund and shall serve at the pleasure of the Board. All
contributions made by the Employer under the Plan shall be paid to the Trustee.

          (b)   All Employer contributions made under the Plan are expressly
conditional upon the qualification of the Plan under Section 401(a) of the Code
and upon the deductibility of the contribution under Section 404 of the Code in
the Plan Year for which such contribution is made and any amount which
subsequently determined to be non-deductible in such Plan Year, or which is
otherwise based on a good faith mistake of fact, shall be returned to the
Employer in accordance with Section 13.1.

          10.2  Amount of Contributions. The Employer shall make contributions
to the Trust Fund in such amounts and at such times as shall be determined by
the Board in accordance with a funding method and policy to be established by
the Employer which shall be consistent with the Plan's objectives and in full
compliance with the minimum funding requirements imposed under Title I of ERISA.

          10.3  Payment of Contributions. The Employer's contribution shall be
paid to the Trustee in cash.

          10.4  Time for Payment. Except to the extent that quarterly or more
frequent contributions are required by Section 412 of the Code, all
contributions made by the Employer shall be delivered to the Trustee not later
than the earlier of (a) the date prescribed by law (including any extensions
thereof) for the filing of the Employer's federal income tax return for the Plan
Year for which such contribution is made or (b) two and one-half (2-1/2) months
after the end of the Plan Year, plus any extensions granted by the Internal
Revenue Service under Section 412(c)(10) of the Code.

          10.5  Forfeitures. Amounts which are forfeited by a Participant
because of termination of employment before becoming eligible for a Pension
shall be used to reduce the Employer's contribution to the Trust Fund as
provided in Section 10.1, and shall not be applied to increase the benefits
otherwise payable under the Plan to the remaining Participants.

          10.6  Payment of Benefits and Expenses. The Trust Fund shall be used
to pay benefits as and to the extent provided in the Plan. The Employer shall
not have any obligation to make or continue from its own funds any Pension or
other payment provided for in the Plan. Unless the Employer pays the expenses of
the Plan directly, they shall be paid from the Trust Fund.

          10.7  Participant Contributions. Participants are not required or
permitted to make any contributions under the Plan.

                                      -39-

<PAGE>

                                   ARTICLE XI
                                   ----------

                                 EMPLOYEE RIGHTS
                                 ---------------

          11.1  Benefits of Participants and Beneficiaries. Every Participant
and Beneficiary receiving benefits under the Plan shall be entitled to receive,
on a regular basis, a written account of his personal benefit status and of the
relevant terms of the Plan which provides these benefits.

          11.2  Protection from Reprisal. No Participant or Beneficiary may be
discharged, fined, suspended, expelled, disciplined, or otherwise discriminated
against for exercising any right to which he is entitled or for cooperating with
any inquiry or investigation under the provisions of the Plan or any governing
law or regulations, including ERISA. No person shall, directly or indirectly,
through the use or threatened use of fraud, force or violence, restrain, coerce
or intimidate any Participant or Beneficiary for the purpose of interfering with
or preventing the exercise of or enforcement of any right, remedy or claim to
which he is entitled under the terms of the Plan or any governing law or
regulations, including ERISA.

          11.3  Non-Guarantee of Employment. Participation in the Plan shall not
grant any Participant the right to be retained in the service of the Employer
nor form a part of any employment agreement nor grant any other rights or
interest in the Plan assets other than those specifically set forth herein, nor
shall it be construed as giving any Participant any equity or other interest in
the assets, business or affairs of the Employer.

          11.4  Nonforfeitability of Benefits. Subject only to the specific
provisions of the Plan, nothing shall be deemed to divest a Participant during
his lifetime of his right to the nonforfeitable benefit to which he becomes
entitled in accordance with the provisions of the Plan.

          11.5  No Decrease in Benefits. In the case of a Participant or
Beneficiary who is receiving benefits under the Plan, or a Participant who is
separated from service and who has nonforfeitable rights to benefits, such
benefits shall not be decreased by reason of any increase in the benefit levels
payable under Title II of the Social Security Act or any increase in the wage
base under such Title II, if such increase takes place after the earlier of the
date of first receipt of such benefits or the date of such separation.

                                      -40-

<PAGE>

                                  ARTICLE XII
                                  -----------

                            AMENDMENT AND TERMINATION
                            -------------------------

          12.1  Permanency. Although it is the expectation of the Employer that
the Plan and the payment of contributions hereunder shall be continued
indefinitely, the continuance of the Plan is not assumed as a contractual
obligation of the Employer. The Plan may be amended or terminated only as
provided in this Article XII.

          12.2  Amendments.

          (a)   The Employer reserves the right to amend the Plan from time to
time by action of the Board or any person to whom the Board may delegate such
right, and to modify or cancel any such amendments. Any amendments shall be as
set forth in an instrument in writing executed by the Employer.

          (b)   No amendment to this Plan shall:

          (1)   Cause any of the assets of the Trust Fund to be used for or
     diverted to purposes other than for the exclusive benefit of Participants
     and their Beneficiaries, except as provided in Article XIII;

          (2)   Except as permitted by Section 411(d)(6) of the Code or Treasury
     Regulations issued thereunder, have any retroactive effect so as to deprive
     any Participant or Beneficiary of any benefit already accrued or eliminate
     or reduce any early retirement benefit or retirement-type subsidy or
     eliminate any optional form of benefit with respect to a Participant's
     Accrued Benefit;

          (3)   Create or effect any discrimination in favor of Participants who
     are highly compensated or who are officers of the Employer; or

          (4)   Affect the rights, responsibilities or duties of the Trustee
     without first obtaining the Trustee's written consent thereto.

          12.3  Permanent Discontinuance of Contributions. The permanent
discontinuance of contributions by the Employer shall not be deemed to be a
complete or partial termination of the Plan or operate to accelerate any
payments or distributions to or for the benefit of the Participants. The Trustee
shall continue to administer the Trust in accordance with the provisions
thereof.

          12.4  Termination. In accordance with the procedures set forth in this
Article XII, the Employer may terminate the Plan at any time. In the event of
the dissolution, merger, consolidation or reorganization of the Employer, the
Plan shall terminate and the Trust Fund shall be liquidated unless the Plan is
continued by a successor to the Employer, in which event provision may be made
by the successor for continuing the Plan and, in that event, the successor shall
be automatically substituted for the Employer under the Plan. In the event that
the Employer is judicially declared to be bankrupt or insolvent, the Plan shall
be terminated. Subject to the applicable requirements, if any, of ERISA
governing the termination of employee pension benefit plans (as defined in
ERISA), the Employer shall direct and require the Trustee to

                                      -41-

<PAGE>

liquidate the Trust Fund, or the applicable portion thereof, in accordance with
the provisions of this Article XII.

          12.5  Partial Termination. Upon termination of the Plan with respect
to a group of Participants which constitutes a partial termination of the Plan
the Employer shall cause the proportionate interest of the Participants affected
by such partial termination to be determined. The determination of such
proportionate interest shall be done in an equitable manner, considering the
remaining Participants as well as the Participants affected by the termination,
and on the basis of the contributions made by the Employer, the provisions of
this Article XII and other appropriate considerations. After such proportionate
interest has been determined, the Trustee shall allocate and segregate the
assets of the Trust Fund according to such proportionate interest. Neither the
Trustee nor the Committee shall have any responsibility with respect to the
determination of any such proportionate interest. The assets of the Trust Fund
so allocated and segregated shall be used by the Trustee to pay benefits to or
on behalf of Participants in accordance with the provisions of Sections 12.6 and
12.7.

          12.6  Liquidation of Trust Fund. Upon the termination of the Plan, or
upon the termination of employment by a group of Participants which constitutes
a partial termination of the Plan, the Accrued Benefit of each Participant
affected by the termination shall, as of the date of termination, become fully
vested and nonforfeitable to the extent funded, but such Participants' recourse
toward satisfaction of the right thereto shall be limited to the assets of the
Trust Fund or the portion thereof segregated in accordance with Section 12.5.
The assets of the Trust Fund, or the portion thereof segregated in accordance
with Section 12.5 above, shall be liquidated (after provision is made for the
expenses of liquidation) and shall be allocated by the Committee among the
affected Participants (and their Beneficiaries) in the following order of
priority:

          (a)   First, in the case of benefits payable as a Pension:

          (1)   In the case of a Pension which was in pay status as of the
                beginning of the three (3) year period ending on the termination
                of the Plan, to each such Pension, based on the provisions of
                the Plan (as in effect during the five (5) year period ending on
                such date) under which such Pension would be the least; or

          (2)   In the case of a Pension which would have been in pay status as
                of the beginning of such three (3) year period if the
                Participant had retired prior to the beginning of the three (3)
                year period and if his Pension had commenced (in the standard
                form of a Pension under the Plan) as of the beginning of such
                period, to each such benefit based on the provisions of the Plan
                (as in effect during the five (5) year period ending on such
                date) under which the Pension would be the least.

          (3)   For purposes of this first priority, the lowest Pension in pay
                status during the three (3) year period shall be considered the
                Pension in pay status for such period.

          (b)   Second:

                                      -42-

<PAGE>

          (1)   To all other benefits (if any) of individuals under the Plan
                guaranteed under Title IV of ERISA (determined without regard to
                the limitation in the amount of monthly benefits computed by
                multiplying Seven Hundred Fifty Dollars ($750) by a fraction,
                the numerator of which is the contribution and benefit base
                pursuant to Section 230 of the Social Security Act at the time
                the Plan terminates and the denominator of which is such
                contribution and benefit base in effect in calendar year 1974);
                and

          (2)   To the additional benefits (if any) which would be determined
                under paragraph (a) above, if the restrictions on benefits with
                respect to a Participant who owns, directly on indirectly, more
                than ten percent (10%) in value of either the voting stock of
                the Employer did not apply.

          (c)   Third, to all other nonforfeitable benefits under the Plan.

          (d)   Fourth, to all other benefits under the Plan.

          12.7  Allocation Procedures. For purposes of Section 12.6 above:

          (a)   The amount allocated under any paragraph of Section 12.6 with
respect to any benefit shall be properly adjusted for any allocation of assets
with respect to that benefit under a prior paragraph of such Section 12.6.

          (b)   If the assets available for allocation under any paragraph of
Section 12.6 (other than paragraphs (c) and (d)) are insufficient to satisfy in
full the benefits of all individuals which are described in that paragraph, the
assets shall be allocated pro rata among such individuals on the basis of the
actuarial present value (as of the termination date) of the respective benefits
described in that paragraph.

          (c)   This paragraph (c) applies if the assets available for
allocation under Section 12.6(c) are not sufficient to satisfy in full the
benefits of individuals described therein.

          (1)   If this subparagraph applies, except as provided in subparagraph
                (2) below, the assets shall be allocated to the benefits of
                individuals described in Section 12.6(c) on the basis of the
                benefits of individuals which would have been described in such
                Section 12.6(c) under the Plan as in effect at the beginning of
                the five (5) year period ending on the date of Plan termination.

          (2)   If the assets available for allocation under subparagraph (1)
                above are sufficient to satisfy in full the benefits described
                in such subparagraph (without regard to this subparagraph), then
                for purposes of subparagraph (1) the benefits of individuals
                described in such subparagraph shall be determined on the basis
                of the Plan as amended by the most recent Plan amendment
                effective during such five (5) year period under which the
                assets available for allocation are sufficient to satisfy in
                full the benefits of individuals described in subparagraph (1),
                and any assets remaining shall be allocated under subparagraph
                (1) on the basis of the Plan as amended by the next succeeding
                Plan amendment effective during such five (5) year period.

                                      -43-

<PAGE>

          (d)   If the Secretary of the Treasury (or his delegate) determines
that any allocation made pursuant to this Section 12.7 (without regard to this
paragraph) results in discrimination prohibited by Section 401(a)(4) of the
Code, then, if required to prevent the disqualification of the Plan (or the
Trust Fund) under the Code, the assets allocated under Sections 12.6(b)(2),
12.6(c) and 12.6(d) shall be reallocated to the extent necessary to avoid such
discrimination.

          (e)   If the assets allocable pursuant to this Section 12.7 shall
prove to be insufficient to provide the benefits specified for all members of a
group within a particular level of priority specified therein, then the assets
allocable to the members of that group within the particular priorities shall be
allocated among members in that group in the following order:

          (1)   First, to provide benefits for Participants who have retired and
                to provide benefits to Beneficiaries of Participants who have
                died.

          (2)   Second, to provide benefits for all Participants who have
                attained their Normal Retirement Age but have not yet retired.

          (3)   Third, to provide benefits for all Participants not included
                above who would have qualified for an Early Retirement Pension
                on the date of the termination of the Plan.

          (4)   Fourth, to provide benefits for all other Participants.

          (f)   Except as may be otherwise required by the Pension Benefit
Guaranty Corporation, Pensions payable to any Participant or Beneficiary
described in Sections 12.6(a) and 12.6(b) above shall continue to be paid or
shall become payable on the first day of the month following the allocation of
Plan assets, and all other Pensions shall be payable on the Participant's Normal
Retirement Age.

          (g)   If, after a diligent search, the Committee is unable to locate
any Participant or Beneficiary entitled to benefits under the Plan, an amount
equal to the designated benefit, as defined in Section 4050 of ERISA, shall be
transferred to the Pension Benefit Guaranty Corporation in accordance with said
Section 4050, which shall fully discharge all liability of the Plan with respect
to such Participant or Beneficiary.

                                      -44-

<PAGE>

          12.8  Distribution Procedures.

          (a)   The Plan's actuary shall calculate the allocation of assets of
the Trust Fund in accordance with the above priority categories and shall
certify his calculations to the Employer, the Trustee and the Committee.

          (b)   The provisions of Section 12.6 and 12.7 are intended to comply
with the provisions of ERISA. If there is any discrepancy between Sections 12.6
and 12.7 and the provisions of ERISA, such discrepancy shall be resolved in such
a way as to comply with ERISA.

          (c)   Anything to the contrary notwithstanding, no liquidation of
assets and payment of benefits (or provision therefor) shall actually be made by
the Trustee until after it is advised by the Employer in writing that the
applicable requirements, if any, of ERISA governing the termination of employee
pension benefit plans have been, or are being complied with, or that appropriate
authorizations, waivers, exemptions or variances have been, or are being,
obtained.

          (d)   Effective as of the date established in regulations issued under
Section 4050 of ERISA, if the Committee is unable after a diligent effort to
locate any Participant entitled to receive benefits under the Plan, the Trustee
shall transfer the applicable amount determined under Section 4050 of ERISA to
the Pension Benefit Guaranty Corporation, which shall fully discharge all
liability of the Plan with respect to such Participant.

          12.9  Residual Amounts. In no event shall the Employer receive any
amounts from the Trust Fund upon termination of the Plan other than as permitted
by Article XIII, except that, and notwithstanding any other provision of the
Plan, the Employer shall receive such amounts, if any, as may remain after the
satisfaction of all liabilities of the Plan and arising out of any variations
between actual requirements and expected actuarial requirements.

          12.10 Merger, Consolidation or Transfer of Assets or Liabilities. In
the case of a merger, consolidation or transfer of assets or liabilities to any
other qualified employee plan, each Participant in the Plan shall (if the Plan
had then terminated) receive a benefit immediately after such merger,
consolidation or transfer of assets or liabilities which is equal to or greater
than the benefit that the Participant would have been entitled to receive
immediately before the merger, consolidation or transfer of assets or
liabilities (if the Plan had then terminated).

                                      -45-

<PAGE>

                                  ARTICLE XIII
                                  ------------

                            NO REVERSION TO EMPLOYER
                            ------------------------

          13.1  Trust Fund Recovery.

          (a)   Except as otherwise expressly provided herein, no part of the
corpus or income of the Trust Fund shall revert to the Employer or be used for,
or diverted to, purposes other than for the exclusive benefit of Participants
and their Beneficiaries and payment of the expenses of the Plan and Trust.

          (b)   In the event that any portion of a contribution is made by the
Employer to the Plan because of either a good faith mistake of fact or a good
faith mistake in determining that such contribution is deductible in the Plan
Year for which such contribution is made under Section 404 of the Code, the
Trustee shall return to the Employer, upon written notice thereof, an amount
equal to the portion of such contribution which would not have been made but for
such mistake of fact, or which is determined to be non-deductible, as the case
may be, subject to the following conditions and limitations. No amount shall be
returned to the Employer pursuant to this paragraph (b) unless such amount is
returned not later than one year after the date on which the contribution was
made in the case of a contribution based on a mistake of fact was made, or the
date on which the deduction is disallowed in case of a contribution mistakenly
believed to be deductible. For purposes of the preceding sentence, a deduction
shall be considered to be disallowed on either (i) the day on which the Employer
voluntarily files an amended federal income tax return correcting the error;
(ii) the day on which the Internal Revenue Service issues a statutory notice of
deficiency, notice of final partnership or S corporation administrative
adjustment, or other determination from which no further administrative appeal
is possible, which notice is based in whole or part upon disallowance of such
deduction, provided that, if applicable, no person files a timely petition for
judicial review of such determination; or (iii) if such a petition for judicial
review is filed, the day on which a final judgment is entered dismissing such
petition or upholding the disallowance of such deduction from which judgment no
further appeal is possible, or as to which the time for filing an appeal
expires. The amount returned to the Employer shall not include any earnings
attributable to the erroneous contribution, but shall be reduced by any losses
attributable thereto.

                                      -46-

<PAGE>

                                   ARTICLE XIV
                                   -----------

                               MULTIPLE EMPLOYERS
                               ------------------

          The Trust Fund may be commingled with other pension trust funds, in
which case it shall be held and invested as a single fund except as otherwise
provided in the Plan, but at all times the portion of the Trust Fund
attributable to Participants employed by the Employer shall be ascertainable by
the Committee. The adoption of this Plan by an Employer shall not create a joint
venture or partnership relation between it and any other party thereto, nor
shall such action ever be construed as having that effect. Any rights, duties,
liabilities and obligations assumed hereunder by the Employer, or imposed upon
it under or as a result of the terms and provisions hereof, shall relate to and
only affect the Employer above.

                                      -47-

<PAGE>

                                   ARTICLE XV
                                   ----------

                                  MISCELLANEOUS
                                  -------------

          15.1  Limitation of Liability. Neither the Employer, the Company, nor
any member of the Committee, nor any Trustee acting hereunder, shall be liable
in any manner if the Trust Fund should be insufficient to provide for the
payment of benefits called for by the Plan.

          15.2  Reference to Other Documents. Wherever in the Plan reference is
made to Participants' rights under the Plan, it shall be construed as reference
to Participants' rights also under any other instrument, trust agreement or
insurance or annuity contract created or entered into to effect the purpose of
the Plan.

          15.3  Governing Law. This Plan shall be regulated, construed and
administered under the laws of the State of North Carolina to the extent that
such laws are not pre-empted by the laws of the United States of America.

          15.4  Severability. In the event that any provision of this Plan shall
be held illegal or invalid for any reason, said illegality or invalidity shall
not affect the remaining provisions of this Plan, but such remaining provisions
shall be fully severable and this Plan shall be construed and enforced as if
said illegal or invalid provision had never been inserted therein.

          15.5  Litigation. In any action or proceeding regarding the assets or
administration of the Plan, Employees, former Employees, Participants,
Beneficiaries or any other persons having or claiming to have an interest in the
Plan shall not be necessary parties and shall not be entitled to any notice or
process. Any final judgment which is not appealed or appealable and may be
entered in any such action or proceeding shall be binding and conclusive on the
parties hereto and all persons having or claiming to have any interest in this
Plan. To the extent permitted by law, if a legal action is begun against the
Company, the Employer, the Plan Administrator, the Committee, or the Trustee by
or on behalf of any person and such action results adversely to such person or
if a legal action arises because of conflicting claims to a Participant's or
other person's benefits, the costs to the Company, the Employer, the Plan
Administrator, the Committee, or the Trustee of defending the action will be
charged to the amounts, if any, which were involved in the action or were
payable to the Participant or other person concerned. To the extent permitted by
applicable law, acceptance of participation in the Plan shall constitute a
release of the Company, the Employer, the Plan Administrator, the Committee, and
the Trustee and their respective agents from any and all liability and
obligation not involving willful misconduct or gross neglect.

          15.6  Conformance with Code and ERISA. The Plan is intended to comply
in all respects with the requirements of Section 401(a) of the Code and Titles I
and IV of ERISA, and shall be so construed. References to specific provisions of
the Code or ERISA in certain provisions of the Plan shall not be construed to
limit reference to other provisions of the Code or ERISA in construing other
provisions of the Plan where such reference is consistent with the purpose of
the Plan. If any provision of the Code or ERISA is amended, any reference in the
Plan to such provision shall, if appropriate in the context and consistent with
the purpose of the Plan, be deemed to refer to any successor to such provision.

          15.7  Adequacy of Evidence. Evidence that is required of anyone under
this Plan shall be executed or presented by proper individuals or parties and
may be in the form of

                                      -48-

<PAGE>

certificates, affidavits, documents or other information which the person acting
on such evidence considers pertinent and reliable.

          15.8  Waiver of Notice. Any notice under this Plan may be waived by
the person entitled to notice.

          15.9  Successors. This Plan will be binding on the Company and
Employer, and on all persons entitled to benefits hereunder, and their
respective successor, heirs and legal representatives.

          15.10 Validity of Actions. Any action by any person purporting to act
on behalf of the Company, the Employer, or any fiduciary pursuant to this Plan
may be ratified by the person on whose behalf the action is taken, which shall
have the same effect as if such action was originally authorized. Any action by
the Company, the Employer or any fiduciary under the Plan, or by any person
acting on behalf of the Company, the Employer or any fiduciary, which fails to
comply with any procedural requirement of the Plan shall nevertheless be given
effect to the extent equitable and consistent with the purposes of the Plan.

                                      -49-

<PAGE>

                     RETIREMENT PLAN FOR SALARIED EMPLOYEES
                     --------------------------------------
                                       OF
                                       --
                         KEWAUNEE SCIENTIFIC CORPORATION
                         -------------------------------


                                    EXHIBIT A
                                    ---------

          This Exhibit A, attached to and made a part of the Plan, states that
the unisex option factors which are used under the Plan are based upon the 1983
Group Annuity Mortality Table (Unisex), as follows:

                                      -50-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>1985 RE-ESTABLISHED RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

             RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES OF
                         KEWAUNEE SCIENTIFIC CORPORATION

                 (As Amended and Restated Effective May 1, 2001)

<PAGE>




                           [Intentionally Left Blank]

<PAGE>


               RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES
                                       OF
                         KEWAUNEE SCIENTIFIC CORPORATION

              (As Amended and Restated Effective as of May 1, 2001)

          WHEREAS, prior to April 30, 1985, Kewaunee Scientific Corporation,
formerly known as Kewaunee Scientific Equipment Company, maintained the Kewaunee
Scientific Equipment Corporation Hourly Employees' Retirement Plan, which was
terminated effective April 30, 1985, and replaced, effective as of May 1, 1985,
with the Re-established Retirement Plan for Hourly Employees of Kewaunee
Scientific Equipment Corporation, which was amended and restated in its entirety
effective as of May 1, 1989, in order to comply with the Tax Reform Act of 1986,
and renamed effective as of May 1, 1991, as the "Re-Established Retirement Plan
for Hourly Employees of Kewaunee Scientific Corporation" (the "Plan"), and was
again amended and restated effective as of May 1, 1989, in order to comply with
the Tax Reform Act of 1986; and

          WHEREAS, the Kewaunee Scientific Corporation (the "Company") has
determined that it is again desirable to restate the Plan in its entirety to
incorporate certain design changes and to incorporate the requirements of the
Internal Revenue Code of 1986, as amended (the "Code") and the Employee
Retirement Income Security Act of 1974 ("ERISA") that have been amended by
Congress' enactment of the Uniformed Services Employment and Reemployment Rights
Act of 1994, the General Agreement on Tariffs and Trades Act of 1994, the Small
Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the
Internal Revenue Service Restructuring and Reform Act of 1998, the Community
Renewal Tax Relief Act of 2000, the Economic Growth and Tax Relief
Reconciliation Act of 2001, and to make other necessary changes.

          NOW, THEREFORE, pursuant to the power reserved to the Company by the
Company's Board of Directors, and pursuant to the authority delegated to the
undersigned by resolutions of the Company's Board of Directors, the Plan be and
it is hereby amended and restated effective as of May 1, 2001, as follows.

          IN WITNESS WHEREOF, the Company has caused these presents to be signed
on its behalf by its officers duly authorized, this 7/th/ day of November, 2002.

                                             KEWAUNEE SCIENTIFIC CORPORATION


                                             By:     /s/  D. Michael Parker
                                                --------------------------------
                                                 The Vice President of Finance
                                                  for the Board of Directors

<PAGE>

                                   CERTIFICATE

     The attached document is an accurate and complete copy of the
RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES OF KEWAUNEE SCIENTIFIC
CORPORATION as amended and restated effective as of May 1, 2001.

          Dated this 7/th/ day of November, 2002.

                                             KEWAUNEE SCIENTIFIC CORPORATION


                                             By:     /s/  D. Michael Parker
                                                --------------------------------
                                                 The Vice President of Finance
                                                  for the Board of Directors
                                                             (Seal)

                                       i

<PAGE>

               RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES
                                       OF
                         KEWAUNEE SCIENTIFIC CORPORATION

                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
ARTICLE I    INTRODUCTION......................................................1
     1.1.    History of the Plan...............................................1
     1.2.    Plan Objectives...................................................1
ARTICLE II   DEFINITIONS.......................................................2
     2.1     Accrued Benefit...................................................2
     2.2     Actuarial (or Actuarially) Equivalent.............................2
     2.3     Anniversary Date..................................................2
     2.4     Beneficiary.......................................................2
     2.5     Benefit Commencement Date.........................................2
     2.6     Board.............................................................2
     2.7     Break in Service..................................................2
     2.8     Childbirth Leave Hours............................................3
     2.9     Code..............................................................3
     2.10    Committee.........................................................3
     2.11    Company...........................................................3
     2.12    Effective Date....................................................3
     2.13    Employee..........................................................3
     2.14    Employer..........................................................4
     2.15    Entry Date........................................................4
     2.16    ERISA.............................................................4
     2.17    Highly Compensated Employee.......................................5
     2.18    Hour of Service...................................................6
     2.19    Key Employee......................................................6
     2.20    Key Employee Test Period..........................................8
     2.21    Leave of Absence..................................................8
     2.22    Non-Key Employee..................................................8
     2.23    Normal Retirement Age.............................................8
     2.24    Normal Retirement Date............................................8
     2.25    Participant.......................................................8
     2.26    Pension...........................................................8
     2.27    Plan Year.........................................................8
     2.28    Qualified Domestic Relations Order................................8
     2.29    Related Company...................................................9
     2.30    Retirement........................................................9
     2.31    Top-Heavy Determination Date......................................9
     2.32    Top-Heavy Year....................................................9
     2.33    Transfer.........................................................11
     2.34    Trust Fund.......................................................11
     2.35    Trustee..........................................................11
     2.36    Year of Service..................................................11
ARTICLE III  PARTICIPATION....................................................12

                                       i

<PAGE>

     3.1     Eligibility to Participate.......................................12
     3.2     Duration of Participation........................................12
     3.3     Participation Upon Re-Employment.................................12
ARTICLE IV   FACTORS USED IN DETERMINING PLAN BENEFITS........................13
     4.1.    Credited Service.................................................13
     4.2.    Vesting Service..................................................13
     4.3.    Vesting Date.....................................................14
     4.4     Break in Service.................................................14
     4.5     Transfers........................................................14
ARTICLE V    REQUIREMENTS FOR PENSIONS........................................15
     5.1     Normal Retirement................................................15
     5.2     Early Retirement.................................................15
     5.3     Deferred Vested Pension..........................................15
     5.4     Deferred Vested Pension..........................................15
     5.5     Vesting Following Plan Amendment.................................15
ARTICLE VI   AMOUNT OF PENSIONS...............................................16
     6.1     Benefits Generally...............................................16
     6.2     Normal Retirement Pension........................................16
     6.3     Early Retirement Pension.........................................16
     6.4     Deferred Vested Pension..........................................17
     6.5     Maximum Pensions.................................................17
     6.6     Combined Plan Limitation.........................................20
     6.7     Additional Restrictions..........................................20
     6.8     Conditions Affecting Pensions....................................20
     6.9     Minimum Benefits in Top-Heavy Years..............................21
     6.10    Payment of Incorrect Pension Amount..............................21
ARTICLE VII  FORM AND PAYMENT OF PENSIONS.....................................22
     7.1     Payment of Pensions..............................................22
     7.2     Other Survivorship Benefits......................................23
     7.3     Optional Forms of Benefits.......................................24
     7.4     Election Procedures..............................................25
     7.5     Small Pensions...................................................26
     7.6     Designation of Beneficiaries.....................................28
     7.6     Designation of Beneficiaries.....................................28
     7.7     Benefit Commencement Date........................................28
     7.8     Employment After Normal Retirement Age...........................29
ARTICLE VIII APPLICATION FOR BENEFITS, CLAIMS PROCEDURE AND
             GENERAL PROVISIONS ..............................................30
     8.1     Advance Written Applications Required............................30
     8.2     Information Required.............................................30
     8.3     Denial of Benefits...............................................30
     8.4     Review Procedure.................................................31
     8.5     Responsibility for Correctness of Address........................31
     8.6     Payments for Incompetents........................................31
     8.7     Non-Alienation of Benefits.......................................31
ARTICLE IX   ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR..................33
     9.1     Appointment of Committee.........................................33
     9.2     Committee Actions................................................33
     9.3     Resignation or Removal of Committee Member.......................33

                                       i

<PAGE>

     9.4     Powers and Duties of Committee...................................34
     9.5     Discharge of Fiduciary...........................................35
     9.6     Records Required.................................................35
     9.7     Indemnification..................................................35
     9.8     Liability of Committee...........................................35
     9.9     Plan Administrator...............................................35
ARTICLE X    CONTRIBUTIONS AND FUNDING........................................37
     10.1    General..........................................................37
     10.2    Amount of Contributions..........................................37
     10.3    Payment of Contributions.........................................37
     10.4    Time for Payment.................................................37
     10.5    Forfeitures......................................................37
     10.6    Payment of Benefits and Expenses.................................37
     10.7    Participant Contributions........................................37
ARTICLE XI   EMPLOYEE RIGHTS..................................................38
     11.1    Benefits of Participants and Beneficiaries.......................38
     11.2    Protection from Reprisal.........................................38
     11.3    Non-Guarantee of Employment......................................38
     11.4    Nonforfeitability of Benefits....................................38
     11.5    No Decrease in Benefits..........................................38
ARTICLE XII  AMENDMENT AND TERMINATION........................................39
     12.1    Permanency.......................................................39
     12.2    Amendments.......................................................39
     12.3    Permanent Discontinuance of Contributions........................39
     12.4    Termination......................................................39
     12.5    Partial Termination..............................................40
     12.6    Liquidation of Trust Fund........................................40
     12.7    Allocation Procedures............................................41
     12.8    Distribution Procedures..........................................43
     12.9    Residual Amounts.................................................43
     12.10   Merger, Consolidation or Transfer of Assets or Liabilities.......44
ARTICLE XIII NO REVERSION TO EMPLOYER.........................................45
     13.1    Trust Fund Recovery..............................................45
ARTICLE XIV  MULTIPLE EMPLOYERS...............................................46
ARTICLE XV   MISCELLANEOUS....................................................47
     15.1    Limitation of Liability..........................................47
     15.2    Reference to Other Documents.....................................47
     15.3    Governing Law....................................................47
     15.4    Severability.....................................................47
     15.5    Litigation.......................................................47
     15.6    Conformance with Code and ERISA..................................47
     15.7    Adequacy of Evidence.............................................47
     15.8    Waiver of Notice.................................................48
     15.9    Successors.......................................................48
     15.10   Validity of Actions..............................................48
EXHIBIT A.....................................................................49

                                       i

<PAGE>

               RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES
                                       OF

                         KEWAUNEE SCIENTIFIC CORPORATION

              (As Amended and Restated Effective as of May 1, 2001)

                                    ARTICLE I

                                  INTRODUCTION
                                  ------------

          1.1.  History of the Plan. Prior to April 30, 1985, Kewaunee
Scientific Corporation, a Delaware Corporation, (previously known as Kewaunee
Scientific Equipment Corporation) maintained a defined benefit pension plan for
the benefit of certain of its hourly employees known as the Kewaunee Scientific
Equipment Corporation Hourly Employees' Retirement Plan (the "Prior Plan"). On
April 30, 1985, Kewaunee Scientific Corporation terminated the Prior Plan and
effective May 1, 1985, adopted the Re-established Retirement Plan for Hourly
Employees of Kewaunee Scientific Equipment Corporation (the "Plan"). The Plan
was amended and restated effective as of May 1, 1989, to comply with the Tax
Reform Act of 1986. Effective as of May 1, 1991, the Plan was further amended
and restated, and was renamed the "Re-established Retirement Plan for Hourly
Employees of Kewaunee Scientific Corporation," and subsequently amended and
restated to further comply with the Tax Reform Act of 1986, effective May 1,
1989. The Plan was most recently amended effective as of May 1, 1989 and January
1, 1997, by the Company's adoption of the First and Second Amendments to the
Plan. Effective as of May 1, 2001, the Plan is hereby amended and restated in
its entirety to incorporate certain desired design changes, and to comply with
the provisions of the Internal Revenue Code and ERISA that have been amended by
Congress' enactment of the Uniformed Services Employment and Reemployment Rights
Act of 1994, the General Agreement on Tariffs and Trades Act of 1994, the Small
Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the
Internal Revenue Service Restructuring and Reform Act of 1998, the Community
Renewal and Tax Relief Act of 2000 and the Economic Growth and Tax Relief
Reconciliation Act of 2001.

          1.2.  Plan Objectives. The Plan is maintained by Kewaunee
Scientific Corporation to provide retirement benefits for the employees of the
Employer who were participants under the Prior Plan and certain other hourly
employees of the Employer and any other organization which may adopt the Plan
and is intended to be a defined benefit pension plan as such term is defined in
Treasury Regulation Section 1.401-1(b).

<PAGE>

                                   ARTICLE II
                                   ----------

                                   DEFINITIONS
                                   -----------

          When used herein, the following words and terms shall have the
respective meanings hereinafter set forth, unless a different meaning is clearly
required by the context. Whenever appropriate, words used in the singular shall
be deemed to include the plural, and vice versa, and the masculine gender shall
be deemed to include the feminine gender, and vice versa, unless a different
meaning is clearly required by the context.

          2.1   Accrued Benefit. The monthly amount payable to a Participant
at his Normal Retirement Age as determined in accordance with the provisions of
Section 6.2, considering the Participant's Years of Credited Service at the
Benefit Commencement Date.

          2.2   Actuarial (or Actuarially) Equivalent. Equality in present
value in the aggregate amounts expected to be received under different forms of
payment, based on actuarial assumptions selected, from time to time, by an
actuary. The actuarial assumptions used in the Plan are set forth in Exhibit A
attached hereto and made a part hereof. In the event that the actuarial
assumptions set forth in Exhibit A shall be changed, the Actuarial Equivalent of
a Participant's Accrued Benefit on or after the date of such amendment shall be
equal to the greater of (a) the Actuarial Equivalent of his Accrued Benefit as
of such date computed on the basis of the prior actuarial assumptions or (b) the
Actuarial Equivalent of his Accrued Benefit as of the date of the Participant's
Retirement computed on the basis of the new actuarial assumptions. Effective as
of January 1, 1997, for purposes of determining the Actuarial Equivalent of lump
sum distributions the rules of Section 7.5(c) shall govern and control.

          2.3   Anniversary Date. The last day of each Plan Year.

          2.4   Beneficiary. Any person (natural or otherwise) entitled to
receive any benefits which may become payable upon or after a Participant's
death.

          2.5   Benefit Commencement Date. The first date for which a
Participant's benefit is paid even if payment does not actually commence on such
date, as determined in accordance with the provisions of Section 7.8.

          2.6   Board. The Board of Directors of the Company.

          2.7   Break in Service.

          (a)  Except as otherwise provided under paragraphs (b) and (c), a
period of one or more consecutive Plan Years during which an Employee has not
completed more than five hundred (500) Hours of Service with the Company and all
Related Companies. An Employee shall not incur a Break in Service solely because
he fails to complete more than five hundred (500) Hours of Service with the
Company and all Related Companies during the twelve (12) month computation
period beginning on his employment commencement date.

          (b)  Notwithstanding the provisions of paragraph (a), a Plan Year
shall not be included in a Break in Service if the sum of the Employee's Hours
of Service completed during such Plan Year plus the Employee's Childbirth Leave
Hours (as defined in Section 2.8 attributable to such Plan Year exceeds five
hundred (500).

                                      -2-

<PAGE>

          (c)  Notwithstanding the provisions of paragraph (a), effective
December 12, 1994, a Plan Year shall not be included in a Break in Service if
the Employee would have completed at least five hundred (500) Hours of Service
but for a Leave of Absence resulting from required service in the armed forces
of the United States, or a Leave of Absence to which the Employee is entitled
under the Family and Medical Leave Act of 1993, provided that such Employee
returns to the Company within the period of time required for his re-employment
rights to be protected by applicable law.

          2.8   Childbirth Leave Hours.

          (a)  An Employee's Childbirth Leave Hours shall be the number of Hours
of Service (but not in excess of five hundred one (501) for any one continuous
period of absence) which the Employee would have completed but for the fact that
the Employee is absent from the employment of the Employer, the Company, and all
Related Companies: (i) by reason of the pregnancy of the Employee, (ii) by
reason of the birth of a child of the Employee, (iii) by reason of the placement
of a child with the Employee in connection with the adoption of such child by
the Employee, or (iv) for purposes of caring for such child for a period
beginning immediately following such birth or placement; provided, however, that
an hour which is considered an Hour of Service under Section 2.18 shall not also
be considered a Childbirth Leave Hour.

          (b)  All Childbirth Leave Hours for any period of absence shall be
attributed to the Plan Year during which such period of absence begins if the
result of such attribution is to prevent such Plan Year from being considered a
Break in Service; otherwise, all Childbirth Leave Hours shall be attributed to
the immediately following Plan Year.

          (c)  The Committee shall adopt regulations under which an Employee may
be required to furnish reasonable information on a timely basis establishing the
number of Childbirth Leave Hours to which such Employee is entitled with respect
to any period of absence from employment, and any Employee who fails to furnish
such information with respect to any period of absence shall not be credited
with any Childbirth Leave Hours for such period of absence.

          2.9   Code. The Internal Revenue Code of 1986, as now in effect or as
hereafter amended, and any regulation issued pursuant thereto by the Internal
Revenue Service.

          2.10  Committee. The Committee appointed by the Employer pursuant
to the provisions of Article IX to administer the Plan.

          2.11  Company. Kewaunee Scientific Corporation, a Delaware
corporation, and its successors.

          2.12  Effective Date. The Effective Date of the provisions of this
amendment and restatement of the Plan is May 1, 2001, except as otherwise
expressly set forth herein.

          2.13  Employee. Any person employed by an Employer, the Company or
any Related Company as a common law employee in the form of hourly wages, but
excluding any person performing independent professional or consulting services
for the Employer, and excluding any person who is or who becomes a member of a
labor union which is a party to a collective bargaining agreement with the
Employer if retirement benefits were the subject of good faith bargaining
between representatives of such union and the Employer. The term

                                      -3-

<PAGE>

"Employee" shall also include any person (a "Leased Employee") who performs
services on a substantially full-time basis under the primary direction and
control of the Employer (prior to May 1, 1997, the preceding phrase is replaced
by "such services are of a type historically performed in the business field of
the recipient, by Employees") the Company or any Related pursuant to an
agreement between the Employer, the Company or such Related Company and any
third person (the "Leasing Organization"), unless:

          (a)  the Leased Employee is covered by a money purchase pension
     plan maintained by the Leasing Organization and providing for contributions
     equal to at least ten percent (10%) of the Leased Employee's compensation
     (without regard to integration with Social Security) providing for full and
     immediate vesting of all such contributions and, providing that each
     employee of the Leasing Organization (other than employees who perform
     substantially all of their services for the Leasing Organization)
     immediately participate in such plan (other than employees whose
     compensation from the Leasing Organization for each of the plan years in
     the four plan year period ending with the plan year under determination is
     less than One Thousand Dollars ($1,000)); and

          (b)  persons who would be Leased Employees but for this sentence
     do not comprise more than twenty percent (20%) of the number of Employees
     (excluding Leased Employees) who have performed services for the Employer,
     the Company or a Related Company on a substantially full-time basis for at
     least one year and persons who would be Leased Employees but for this
     sentence, excluding in each case any Highly Compensated Employee.

For purposes of Article III, a Leased Employee shall not be considered to be an
Employee until he has provided such services to the Employer, the Company or a
Related Company for at least one year, but thereafter the Leased Employee's
Years of Service shall be determined on the basis of the entire period that the
Leased Employee has performed services for any such persons. Solely for purposes
of the definition of Leased Employee, the term "Related Company" should also
include any person related to the Employer, the Company or a Related Company
within the meaning of Section 144(a)(3) of the Code.

          2.14  Employer. The term "Employer" shall include the Company and
any Related Company that adopts the Plan for the exclusive benefit of its
eligible employees. Anything to the contrary notwithstanding, a mere change in
the identity, form or organization of an Employer shall not affect its status
under the Plan in any manner and, if the corporate name of an Employer is
hereafter changed, all references herein to the Employer shall be deemed to
refer to the Employer as it is then known. Provided, however, an Employer other
than the Company that ceases to be a Related Company shall not be eligible to
continue as a participating Employer without the express written consent of the
Company.

          2.15  Entry Date. The first day of May and the first day of
November of each Plan Year.

          2.16  ERISA. The Employee Retirement Income Security Act of 1974,
as now in effect or as hereafter amended, and any regulation issued pursuant
thereto by the Internal Revenue Service, the Department of Labor or the Pension
Benefit Guaranty Corporation.

                                      -4-

<PAGE>

          2.17  Highly Compensated Employee.

          (a)  Except as otherwise provided in this Section, effective May 1,
1997, an Employee shall be considered a Highly Compensated Employee for any Plan
Year if such Employee either:

          (i)  at any time during the Plan Year or the immediately preceding
               Plan Year owned more than five percent, by voting power or value,
               of the outstanding stock of an Employer or Related Employer that
               is a corporation, or owned more than five percent of the capital
               or profits interest in an Employer or Related Employer that is
               not a corporation; or

          (ii) in the immediately preceding Plan Year received compensation in
               excess of $90,000 ($85,000 prior to January 1, 2002, as adjusted
               pursuant to Section 414(q)(1) of the Code for the preceding Plan
               Year, and, if the Committee so elects, was a member for such
               preceding Plan Year of the highest-paid group described in
               paragraph (b).

          (b)  For any Plan Year, the highest-paid group described in this
paragraph (b) shall consist of the group consisting of the top 20 percent of
Employees when ranked on the basis of compensation paid during such Plan Year.
For purposes of this paragraph (b), there shall be excluded Employees who have
not completed six months of service, Employees who normally work less than 17
1/2 Hours of Service per week, Employees who normally work during not more than
six months during any Plan Year, Employees who have not attained the age of 21,
and Employees covered by a Collective Bargaining Agreement if such Employees
constitute 90 percent or more of the total number of Employees. The Committee
may elect to exclude Employees who are described in paragraph (a)(ii) but who
are not in the highest-paid group in any Plan Year by adopting a resolution
making such election, which shall be considered an amendment to the Plan, and
such election shall apply to all succeeding Plan Years until the Committee
adopts a resolution revoking such election.

          (c)  A former Employee shall be treated as a Highly Compensated
Employee if he was a Highly Compensated Employee (based on the definition in
effect at such time) either when his employment was terminated or at any time
after attaining age 55.

          (d)  A nonresident alien who receives no earned income (within the
meaning of Section 911(d)(2) of the Code) which constitutes income from sources
within the United States (within the meaning of Section 861(a)(3) of the Code)
from an Employer or Related Company during any Plan Year shall not be considered
an Employee for such Plan Year for any purpose of this Section.

          (e)  The purpose of this Section is to conform to the definition of
"highly compensated employee" set forth in Section 414(q) of the Code, as now in
effect or as hereafter amended, which is incorporated herein by reference, and
to the extent that this Section shall be inconsistent with Section 414(q) of the
Code, either by excluding Employees who would be classified as "highly
compensated employees" thereunder or by including Employees who would not be so
classified, the provisions of Section 414(q) of the Code shall govern and
control. The Committee may make or revoke any elective adjustment to the
definition of Highly Compensated Employee permitted by Section 414(q) of the
Code or any regulations, revenue

                                      -5-

<PAGE>

procedures, or other guidance issued thereunder and may elect to utilize the
simplified method described in Revenue Procedure 93-42 (with or without
"snapshot day" testing), or any successor thereto.

          2.18  Hour of Service.

          (a)  Each Employee shall be credited with an Hour of Service for:

          (1)  Each hour for which he is directly or indirectly paid or
     entitled to payment by the Employer or the Company for the performance of
     duties. These hours shall be credited to the Employee for the computation
     period (or periods) during which the duties are performed.

          (2)  Each hour (up to a maximum of five hundred one (501) hours
     in any one continuous period) for which he is directly or indirectly paid
     or entitled to payment by the Employer, the Company or any Related Company
     on account of a period during which no duties are performed, such as
     vacation, sickness, jury duty, or layoff. These hours shall be credited to
     the Employee for the computation period (or periods) during which payment
     is made or amounts payable to the Employee become due. For purposes of this
     paragraph (a)(2), payment made to an Employee under an insurance policy or
     trust fund to which an employer contributes shall be deemed to have been
     paid by such employer, but no Hours of Service shall be credited for
     periods during which an Employee receives payments under a plan maintained
     solely for the purpose of complying with an applicable worker's
     compensation, unemployment compensation or disability insurance law, or
     payments which solely reimburse the Employee for medical or medically
     related expenses.

          (3)  Each hour for which back pay, irrespective of mitigation of
     damages, has been awarded or agreed to by the Employer, the Company or any
     Related Company. These hours shall be credited to the Employee for the
     computation period (or periods) to which the award, agreement or payment
     pertains rather than the computation period (or periods) to which the
     award, agreement or payment was made.

          (b)  Solely for purposes of determining whether (i) an individual has
completed a Year of Service under Section 3.1(b)(1) and is eligible to
participate in the Plan, (ii) an individual has experienced a Break in Service
as defined in Section 2.7, or (iii) has five years of Vesting Service and a
nonforfeitable right to his Accrued Benefit in accordance with Section 4.2, an
Employee shall be credited with an Hour of Service for each hour of service
performed for a Related Company which is not an Employer.

          (c)  Any questions concerning the determination or crediting of Hours
of Service shall be resolved in accordance with the Department of Labor's ERISA
regulation Section 2530.200b-2(b) and (c), which is incorporated herein by this
reference.

          2.19  Key Employee.

          (a)  Except as otherwise provided in this Section, an Employee
shall be considered a Key Employee for any Plan Year if, at any time during the
Plan Year which contains the Top-Heavy Determination Date, he:

                                      -6-

<PAGE>

          (i)   is an officer of any Employer or Related Employer whose annual
                compensation exceeds $130,000 (as adjusted under Section
                416(i)(1)(A) of the Code); or

          (ii)  owns more than five percent of the stock of an Employer or
                Related Employer; or

          (iii) owns more than one percent of the stock of an Employer or
                Related Employer and receives compensation for any Plan Year in
                which he owns such percentage in excess of $150,000 (determined
                in accordance with Section 416(i)(1)(B) of the Code).

          For Plan Years beginning prior to January 1, 2002, an Employee shall
be considered a Key Employee for any Plan Year if, at any time during the Plan
Year and the which contains the Top-Heavy Determination Date, or any of the
preceding four Plan Years, he:

          (i)   is an officer of any Employer or Related Employer whose
                Compensation exceeds 50 percent of the annual dollar limitation
                set forth in Section 415(b)(1)(A) of the Code; provided,
                however, the number of Employees classified as Key Employees
                solely because they are officers shall not exceed the greater of
                (i) three or (ii) ten percent of the largest number of Employees
                during any of the Years in the Key Employee Test Period;
                provided, however, that in no event shall such number exceed
                fifty (50); or

          (ii)  owns at least one-half percent of the outstanding stock of an
                Employer or Related Employer and receives compensation in excess
                of the annual defined contribution dollar limitation set forth
                in Section 415(c)(1)(A) of the Code ("Section 415
                Compensation"), unless at least ten other Employees whose 415
                Compensation exceeds the annual defined contribution dollar
                limitation set forth in Section 415(c)(1)(A) of the Code own
                during any Plan Year in the Key Employee Test Period a
                percentage share of the stock of the Employer or Affiliate which
                is greater than such Employee's percentage share (and if
                applicable, as determined pursuant to the rules under Section
                416(i)(1) of the Code relating to the determination of the
                largest shareholder); or

          (iii) owns more than five percent of the stock of an Employer or
                Related Employer (with ownership determined in accordance with
                Section 416(i)(B)(i) of the Code) ; or

          (iv)  owns more than one percent of the stock of an Employer or
                Related Employer and receives Section 415 Compensation for any
                Plan Year in which he owns such percentage in excess of $150,000
                (with ownership determined in accordance with Section
                416(i)(B)(ii) of the Code).

          (b)  The purpose of this Section is to conform to the definition of
"key employee" set forth in Section 416(i)(1) of the Code before and after
January 1, 2002, which is incorporated herein by reference, and to the extent
that this Section shall be inconsistent with Section 416(i)(1) of the Code,
either by excluding Employees who would be classified as "key

                                      -7-

<PAGE>

employees" thereunder or by including Employees who would not be so classified,
the provisions of Section 416(i)(1) of the Code shall govern and control.

          2.20  Key Employee Test Period. Except as otherwise provided in this
Section, the Key Employee Test Period will be the Plan Year for which such
determination is being made. For Plan Years beginning prior to January 1, 2002,
the Key Employee Test Period is the period of five Plan Years ending with the
last day of the Plan Year for which the determination as to whether an Employee
is a Key Employee is being made, or, if shorter, the total period for which the
Plan and all predecessor plans have been in existence.

          2.21  Leave of Absence. Authorized leave of absence, sick or
disability leave, effective December 12, 1994, service in the Armed Forces of
the United States (provided that the absence is caused by war or other emergency
or provided that the Employee is required to serve under the laws of
conscription in time of peace) or any absence with the advance approval of the
Employer, the Company or any Related Company; provided, however, that the
Employee retires or returns to work for the Employer, the Company or any Related
Company within the time specified in his Leave of Absence (or, in the case of a
military absence, within the period provided by law). In granting such leaves,
the Employer, the Company and any Related Company shall treat all Employees
under similar circumstances alike under rules uniformly and consistently
applied.

          2.22  Non-Key Employee. Any Employee who has not been a Key
Employee during the Key Employee Test Period.

          2.23  Normal Retirement Age. The sixty-fifth (65th) birthday of a
Participant.

          2.24  Normal Retirement Date. The first day of the month coincident
with or immediately following the Participant's Normal Retirement Age.

          2.25  Participant. An Employee who participates in the Plan as
provided in Article III.

          2.26  Pension. A series of monthly amounts which are payable to a
person who is entitled to receive benefits under the Plan.

          2.27  Plan Year. The twelve (12) month period commencing on May 1
and ending on April 30, on the basis of which Plan records are kept. The
limitation year for purposes of Section 415 of the Code shall be the Plan Year.

          2.28  Qualified Domestic Relations Order.

          (a)  Except as provided in paragraph (b), any order (including a
judgment, a decree or an approval of a property settlement agreement entered by
any court) which the Committee determines (i) is made pursuant to any state
domestic relations law (including a community property law), (ii) relates to the
provision of child support, alimony payments or marital property rights of a
spouse, former spouse, child or other dependent of a Participant (an "Alternate
Payee"), (iii) creates or recognizes the existence of an Alternate Payee's right
to, or assigns to an Alternate Payee the right to, receive all or a portion of
the benefits payable to a Participant under the Plan, and (iv) clearly specifies
(A) the name and last known mailing address of the Participant and the name and
last known mailing address of each Alternate Payee

                                      -8-

<PAGE>

covered by the order, (B) the amount or percentage of the Participant's benefits
to be paid by the Plan to each Alternate Payee, or the manner in which such
amount or percentage is to be determined, (C) the number of payments or period
to which such order applies, and (D) the employee benefit plan to which such
order applies.

          (b)  An order shall in no event be considered a Qualified Domestic
Relations Order if the Committee determines that such order (i) requires the
Plan to provide benefits to Alternate Payees, the actuarial present value of
which in the aggregate is greater than the benefits which would otherwise have
been provided to the Participant, (ii) requires the Plan to pay benefits to an
Alternate Payee, which benefits are required to be paid to a different Alternate
Payee under another order previously determined to be a Qualified Domestic
Relations Order, or (iii) requires the Plan to provide any type or form of
benefit, or any option, not otherwise provided under the Plan, except that a
Qualified Domestic Relations Order may require the Trustee to distribute a
portion of the Participant's vested Accrued Benefit prior to the time the
Participant has terminated his employment if the Participant is eligible to
retire and begin receiving a Pension under any of the provisions of Article V.

          2.29  Related Company. Any trade or business (whether or not
incorporated) that is, along with the Company, a member of a controlled group of
related entities (as defined in Sections 414(b) and (c) of the Code, as modified
for purposes of Sections 6.6 and 6.7 by Section 415(h) of the Code) or a member
of an affiliated service group (as defined in Section 414(m) of the Code), or
that is otherwise required to be aggregated with the Company by Treasury
Regulations issued under Section 414(o) of the Code. Anything to the contrary
notwithstanding, a mere change in the identity, form or organization of a
Related Company shall not affect its status under the Plan in any manner and, if
the corporate name of a Related Company is hereafter changed, all references
herein to such Related Company shall be deemed to refer to such Related Company
as it is then known.

          2.30  Retirement. Termination of employment for a reason other than
death after a Participant has satisfied the requirements for a Pension set forth
in Article V. Retirement shall be considered as commencing on the day
immediately following a Participant's last day of employment (or the last day of
a Leave of Absence, if later).

          2.31  Top-Heavy Determination Date. The Anniversary Date of the
immediately preceding Plan Year.

          2.32  Top-Heavy Year.

          (a)  Except as otherwise provided below, a Top-Heavy Year shall be any
Plan Year if, as of the Top-Heavy Determination Date for such Plan Year, the
present value of the cumulative Accrued Benefits of all Key Employees under the
Plan exceeds sixty percent (60%) of the present value of the cumulative Accrued
Benefits of all Participants under the Plan.

          (b)  Notwithstanding paragraph (a), if as of any Top-Heavy
Determination Date the Employer, the Company or any Related Company has adopted
any other employee plan qualified under Section 401(a) of the Code and either
(i) a Key Employee participates in the Plan and such other plan or (ii) the Plan
or such other plan has satisfied the requirements of either Section 401(a)(4) or
Section 410 of the Code only by treating the Plan and such other plan as a
single plan, then the Plan Year shall be considered a Top-Heavy Year if and only
if the present

                                      -9-

<PAGE>

value of the cumulative Accrued Benefits of all Key Employees under the Plan and
the present value of the cumulative benefits accrued by all Key Employees under
all such other plans exceeds sixty percent (60%) of the present value of the
cumulative benefits accrued by all Participants under the Plan and all such
other plans.

          (c)  Notwithstanding paragraphs (a) and (b), if as of any Top-Heavy
Determination Date the Employer, the Company or any Related Company has adopted
any other employee plan qualified under Section 401(a) of the Code which is not
a plan described in paragraph (b), but which plan may be considered as a single
plan with the Plan and all plans described in paragraph (b) without causing any
of such plans to violate the requirements of either Section 401(a)(4) or Section
410 of the Code, the Plan Year shall not be considered a Top-Heavy Year if the
present value of the cumulative Accrued Benefits of all Key Employees under the
Plan and the present value of the cumulative benefits accrued by all Key
Employees under all plans described in paragraph (b) and all plans described in
this paragraph (c) does not exceed sixty percent (60%) of the present value of
the cumulative benefits accrued by all Participants under all such plans.

          (d)  If any of the plans described in either paragraph (b) or (c) are
defined contribution plans (as defined in Section 414(i) of the Code), then the
tests set forth in said paragraphs shall be applied by substituting the
aggregate account balances under such plans for the present value of the
cumulative benefits accrued under such plans. If any of such plans have a
determination date (as defined in Section 416(g)(4)(C) of the Code) for purposes
of determining top-heavy status which is different from the Top-Heavy
Determination Date, the present value of the cumulative benefits accrued (or the
aggregate account balances, in the case of a defined contribution plan) in such
plan shall be determined as of the determination date for such plan which occurs
in the same Plan Year as the Top-Heavy Determination Date.

          (e)  For purposes of this Section 2.32, the present value of a
Participant's Accrued Benefit shall be determined as of the Top-Heavy
Determination Date, on the assumption that the Participant terminated his
employment as of such date, and the present value shall be based upon the
actuarial assumptions used in the actuarial valuation made as of the Top-Heavy
Determination Date, but the actuarial assumptions shall not exceed those
prescribed by the Pension Benefit Guaranty Corporation. Such assumptions shall
be used for all plans being aggregated for Top-Heavy determinations. The present
value of a Participant's Accrued Benefit shall also include the actuarial
present value as of the Top-Heavy Determination Date of all distributions made
to such Participant (or his Beneficiary) during the Key Employee Test Period.

          (f)  For purposes of this Section 2.32, account balances shall include
(i) all contributions which the Employer the Company or any Related Company has
paid or is legally obligated to pay to any employee plan as of the Top-Heavy
Determination Date (including contributions made thereafter if they are
allocated as of the Top-Heavy Determination Date) and all forfeitures allocated
as of the Top-Heavy Determination Date, and (ii) all distributions made to a
Participant or his Beneficiary during the Key Employee Test Period (or, in the
case of a defined benefit plan, the actuarial equivalent as of the Top-Heavy
Determination Date of such distributions). For purposes of this Section 2.32,
account balances shall also include amounts which are attributable to
contributions made by the Participants (other than deductible voluntary
contributions under Section 219 of the Code) but shall not include any rollover
(as defined in Section 402(a)(5) of the Code) or a direct transfer from the
trust of any employee plan qualified

                                      -10-

<PAGE>

under Section 401(a) of the Code if such plan is not maintained by the Employer,
the Company or any Related Company and such rollover or transfer is made at the
request of the Participant.

          (g)  Anything to the contrary notwithstanding, if a Participant or
former Participant has not been an Employee at any time during the Key Employee
Test Period, his accrued benefit (in the case of a defined benefit plan) or his
account balance (in the case of a defined contribution plan) shall not be taken
into consideration in the determination of whether the Plan Year is a Top-Heavy
Year.

          (h)  The purpose of this Section 2.32 is to conform to the definition
of "top-heavy plan" set forth in Section 416(g) of the Code, which is
incorporated herein by reference, and to the extent that this Section 2.32 shall
be inconsistent with Section 416(g) of the Code, either by causing any Plan Year
during which the Plan would be classified as a "top-heavy plan" not to be a
Top-Heavy Year or by causing any Plan Year during which it would not be
classified as a "top-heavy plan" to be a Top-Heavy Year, the provisions of
Section 416(g) of the Code shall govern and control.

          2.33  Transfer. An Employee's transfer of employment between the
Employer, the Company and any Related Company, or an Employee's transfer between
an employment position covered by the Plan and an employment position not
covered by the Plan, without a Break in Service.

          2.34  Trust Fund. All assets of the Plan held by the Trustee from
time to time in accordance with the provisions of the Trust Agreement
established under the Plan, as the same is amended from time to time.

          2.35  Trustee. The individuals or corporation which shall from time
to time be appointed by the Employer to administer the Trust Fund.

          2.36  Year of Service. Any twelve (12) month computation period (as
defined below) during which an Employee (i) has attained age 18, and (ii) has
completed an aggregate of at least one thousand (1,000) Hours of Service with
the Employer, the Company or any Related Company. The initial twelve (12) month
computation period shall begin on the Employee's employment or re-employment
commencement date. If the Employee fails to complete an aggregate of at least
one thousand (1,000) Hours of Service with the Employer, the Company or any
Related Company during the initial twelve (12) month computation period, the
second twelve (12) month computation period shall consist of the Plan Year which
includes the first anniversary of the Employee's employment or re-employment
commencement date, and succeeding twelve (12) month computation periods shall
also be based on the Plan Year.

                                      -11-

<PAGE>

                                   ARTICLE III
                                   -----------

                            PARTICIPATION AND VESTING
                            -------------------------

          3.1   Eligibility to Participate.

          (a)  Each Employee who is a Participant in the Plan immediately
preceding the Effective Date shall continue to be a Participant in the Plan
under the terms specified herein.

          (b)  Each other Employee who as of the Effective Date has attained age
twenty-one (21) and completed at least one (1) Year of Service but who is not
already a Participant in the Plan shall participate as of the Effective Date.

          (c)  Each other Employee (other than Leased Employees) shall be
eligible to participate in the Plan, upon the Entry Date coincident with or next
following the date that the Employee has satisfied the following requirements:

               (1)  the Employee has attained age 21 and completed at least one
                    Year of Service; and

               (2)  the Employee is an hourly employee of an Employer and is in
                    a classification of employees to whom the Plan has been
                    extended by that Employer.

          3.2   Duration of Participation.

          An Employee shall remain a Participant until such time as he incurs a
Break in Service consisting of one Plan Year, at which time his participation in
the Plan shall cease, unless he has met the requirements for a Pension as set
forth in Article V at such time.

          3.3   Participation Upon Re-Employment.

          (a)  Upon reemployment by an Employer, a former Employee who had
attained his Vesting Date, in accordance with Section 4.3 below, shall resume
participation in the Plan on the date he or she is credited with one Hour of
Service. Upon the completion of one Year of Service following his reemployment,
all Years of Service and Credited Service earned prior to the Break in Service
shall be taken into account and aggregated with any Years of Service and
Credited Service earned subsequent to the reemployment.

          (b)  Except as provided in Section 4.4 below, a Participant who
incurred a Break in Service and who is subsequently reemployed shall, upon his
or her completion of one Year of Service from the date of reemployment, have his
or her Credited Service earned prior to the Break in Service restored and
considered with all Credited Service earned after the date of reemployment,
including the year immediately following the date of reemployment, in
determining his or her benefit.

                                      -12-

<PAGE>

                                   ARTICLE IV
                                   ----------

                    FACTORS USED IN DETERMINING PLAN BENEFITS
                    -----------------------------------------

          4.1.  Credited Service. For purposes of calculating the amount of a
Participant's or beneficiary's Plan benefits, a participant's "Credited Service"
means the total of the Participant's Years of Service computed in accordance
with the following rules except to the extent provided otherwise in a supplement
to the Plan:

          (a)  Years of Credited Service. An Employee will be granted a Year of
Credited Service for each calendar year in which he is a Participant and
credited with at least at least 1,700 Hours of Service. If during any calendar
year a Participant is credited with fewer than 1,700 Hours of Service, a
proportionate credit shall be given to the nearest 1/10 of a year. An Employee
who is hired in an eligible class of Employees and becomes a Participant after
completing one Year of Service under Section 3.1(c)(1) shall also receive a Year
of Credited Service (or proportionate credit) for the calendar year in which he
is hired, provided that he completes at least 1,000 Hours of Service in such
calendar year.

          (b)  Recognition of Other Prior Service. A Participant will be granted
a Year of Credited Service for each Year of Credited Service the Participant
earned under the Plan prior to the Effective Date. From time to time the
Employer may also grant recognition of prior service not otherwise considered as
Credited Service hereunder in connection with the extension of the Plan to a new
covered group or the addition of a new group of employees to an existing covered
group in connection with corporate acquisitions, reorganizations or other
circumstances which the Employer determines, in a non-discriminatory manner.

          (c)  Periods of Absence. A Participant shall not receive Credited
Service for the period from his date of employment termination until his date of
reemployment. A period of "leave of absence" (as defined in Section 4.4) will
not be deemed a termination of employment for purposes of this Section. However,
Credited Service will not be granted for leave of absence periods, except for
medical leaves of absence or as required by law.

          (d)  Concurrent Employment. Concurrent periods of employment with two
or more Employers shall be considered only once in determining Credited Service.

          (e)  Non-Participating Employer. A period of service with an entity
prior to the date the entity becomes an Employer under the Plan or a predecessor
plan shall be disregarded in determining a Participant's Credited Service unless
otherwise specifically provided for herein.

          (f)  Non-Covered Employment. A period of service with an Employer
during which the Participant is not a member of a covered group of Employees for
purposes of Section 3.1 above shall be disregarded in determining a
Participant's Credited Service.

          4.2.  Vesting Service. For purposes of determining a Participant or
Beneficiary's eligibility for Plan benefits, a participant's "vesting service"
means the total of the Participant's Years of Service.

                                      -13-

<PAGE>

          4.3   Vesting Date. The "vesting date" for a Participant shall be the
date the Participant has accrued five Years of Service.

          4.4   Break in Service. A Participant's entire period of Credited
Service (as determined under Section 4.1) shall be taken into consideration
under the Plan, except that:

          (a)  A Participant who incurs a Break in Service prior to his Vesting
Date shall have his Credited Service before such Break in Service disregarded
until he has completed one Year of Service following his re-employment by the
Employer, the Company or any Related Company, at which time his Credited Service
before such Break shall be restored, retroactive to his date of re-employment.

          (b)  A Participant who incurs a Break in Service prior to his Vesting
Date shall have his period of Credited Service before such Break disregarded if
the number of years in such Break in Service equals or exceeds five (5).

          (c)  A Participant who terminates his employment and is re-employed
prior to incurring a Break in Service shall be treated, for purposes of
participation in the Plan, as though he never terminated his employment.

          4.5   Transfers. A Transfer shall not affect the continuity of a
Participant's Years of Service for purposes of his eligibility for benefits
under the Plan. However, in the event of a Transfer, the amount of the benefit
payable to a Participant under the Plan shall be computed as follows:

          (a)  If a Participant is transferred to an employment position which
would not make him eligible for benefits under the Plan, he shall have his
Accrued Benefit under the Plan based solely on his Years of Credited Service
prior to the date of Transfer.

          (b)  If an Employee is transferred to an employment position which
would make him eligible to participate in the Plan, he shall have his Accrued
Benefit under the Plan be based solely on his years of Credited Service from and
after the date of Transfer.

                                      -14-

<PAGE>

                                    ARTICLE V
                                    ---------

                            REQUIREMENTS FOR PENSIONS
                            -------------------------

          5.1   Normal Retirement. A Participant shall be eligible for a Normal
Retirement Pension if his employment is terminated on or after his Normal
Retirement Age. Payment of a Normal Retirement Pension shall commence as of the
first day of the month coincident with or immediately following the
Participant's Retirement. A Participant's right to his Normal Retirement Pension
shall be non-forfeitable on attainment of his Normal Retirement Age.

          5.2   Early Retirement. A Participant shall be eligible for an Early
Retirement Pension if his employment is terminated on or after his fifty-fifth
(55th) birthday and after he has completed at least five (5) years of Credited
Service. Payment of an Early Retirement Pension shall commence as of the
Participant's Normal Retirement Date. However, if a Participant requests the
Committee to authorize the commencement of his Early Retirement Pension as of
the first day of the month coincident with or immediately following his
Retirement, or as of the first day of any subsequent month which precedes his
Normal Retirement Date, his Pension shall commence as of the first day of the
month so requested, but the amount thereof shall be reduced as provided in
Section 6.3.

          5.3   Deferred Vested Pension. A Participant shall be eligible for a
Deferred Vested Pension if his employment is terminated for any reason before
his death after the Participant's Vesting Date but prior to his Early Retirement
eligibility in accordance with Section 5.2. Payment of a Participant's Deferred
Vested Pension shall commence as of his Normal Retirement Date. However, if a
Participant requests the Committee to authorize the commencement of his Deferred
Vested Pension as of the first day of any month after his attainment of age
fifty-five (55) and prior to his Normal Retirement Date, his Pension shall
commence as of the first day of the month so requested, but the amount thereof
shall be reduced as provided in Section 6.4.

          5.4   Deferred Vested Pension in Top-Heavy Years. A Participant
shall be eligible for a Deferred Vested Pension under Section 5.4 if his
employment is terminated for any reason before his death and he had completed at
least three (3) Years of Service during or prior to any Top Heavy Year.

          5.5   Vesting Following Plan Amendment. In the event that any
amendment is adopted to the Plan which affects, directly or indirectly, the
computation of the vested percentage of the Participants' Accrued Benefits:

          (a)  The vested percentage of the Accrued Benefit of each Participant
shall not, as a result of such amendment, be less than it would have been had
the Participant terminated his employment on the day immediately preceding the
day such amendment was adopted (or, if earlier, the effective date of such
amendment); and

          (b)  The vested percentage of the Accrued Benefit of a
Participant who, on the day the amendment is adopted (or, if earlier, the
effective date of such amendment), had completed at least three (3) Years of
Service shall thereafter be equal to the greater of the amount determined under
the Plan as so amended or the amount determined under the Plan without regard to
such amendment.

                                      -15-

<PAGE>

                                   ARTICLE VI
                                   ----------

                               AMOUNT OF PENSIONS
                               ------------------

          6.1   Benefits Generally. Subject to the limitations hereinafter set
forth in this Article VI, each Participant who retires on or after he has
fulfilled the requirements for a Pension as set forth in Article V shall be
entitled to the Pension determined in accordance with the provisions of this
Article VI.

          6.2   Normal Retirement Pension.

          (a)  Subject to paragraphs (b) and (c), a Participant's Accrued
Benefit under the Plan is the monthly benefit amount payable in the form of a
single life annuity commencing at Normal Retirement Age (or Actuarial Equivalent
thereof) equal to the Participant's total number of Years of Credited Service
multiplied by $9.00.

Notwithstanding the foregoing, a Participant's benefit or prior plan
participant's benefit amount as determined above shall be offset by the value of
the benefit distributed to or for the benefit of the Participant from the prior
plan, if any.

          (b)  The Accrued Benefit of a Participant who participated in the Plan
as of the Effective Date (and had an Accrued Benefit as of the Effective Date)
determined under the Plan immediately prior to the Effective Date, based on the
provisions of the Plan in effect prior to the Effective Date.

          (c)  If a Participant receives a distribution of his Accrued
Benefit as a result of the termination of the Participant's employment and the
Participant is subsequently rehired, then the amount of the Pension to which the
Participant (or his Beneficiary) shall be entitled upon his subsequent
Retirement or death shall be determined by disregarding his Years of Credited
Service taken into account in determining the amount of such previous
distribution, provided that if the amount of such distribution was less than the
present value of the Participant's Accrued Benefit at such time (as determined
under Section 7.5, and disregarding the value of any subsidies for early
retirement or survivorship benefits), such Years of Credited Service shall not
be disregarded, but any Pension to which the Participant (or his Beneficiary)
subsequently becomes entitled shall be reduced by the Actuarial Equivalent of
such distribution. If a Participant is not entitled to a Deferred Vested Pension
when he incurs a termination of employment, he shall be deemed to have a
received a lump sum distribution of the entire vested portion of his Accrued
Benefit. If such a Participant is subsequently re-employed before incurring a
Break in Service consisting of at least five (5) Plan Years, he shall be deemed
to have repaid such distribution and his Years of Credited Service prior to such
termination of employment shall be included in determining his Accrued Benefit.

          6.3   Early Retirement Pension. The monthly amount of a Participant's
Early Retirement Pension payable on a single-life basis commencing as of his
Normal Retirement Date shall be equal to his Accrued Benefit at his Retirement.
In the event that the Participant requests payment of his Early Retirement
Pension prior to his Normal Retirement Date, the monthly amount of the Early
Retirement Pension shall be equal to the Pension which is otherwise payable to
the Participant as of his Normal Retirement Date, reduced at a rate of 1/2% for
each month that the commencement of Pension payments precede his Normal
Retirement Date.

                                      -16-

<PAGE>

          6.4   Deferred Vested Pension. The monthly amount of a Participant's
Deferred Vested Pension payable on a single-life basis commencing as of his
Normal Retirement Date shall be equal to his Accrued Benefit at his Retirement
(or, in the event that a Participant is eligible for a Deferred Vested Pension
under Section 5.4, the vested percentage of his Accrued Benefit at his
Retirement determined under Section 5.4). In the event that the Participant
requests the payment of his Deferred Vested Pension prior to his Normal
Retirement Date, the monthly amount of the Pension shall be equal to the Pension
which is otherwise payable to the Participant as of his Normal Retirement Date,
reduced at a rate of 1/2% for each month that the commencement of Pension
payments precede his Normal Retirement Date.

          6.5   Maximum Pensions.

          (a)  Anything to the contrary notwithstanding, the Projected Annual
Benefit (as defined in subparagraph (f)(iii) below) payable with respect to a
Participant for any Plan Year commencing on or after the Effective Date shall
not exceed his Maximum Annual Benefit. A Participant's Maximum Annual Benefit
shall be an Annual Benefit (as defined in subparagraphs (f)(i) and (ii) below)
equal to:

          (i)  The lesser of:

               (A)  One Hundred Sixty Thousand Dollars ($160,000) (One Hundred
                    Forty Thousand Dollars ($140,000) prior to January 1, 2002),
                    adjusted as of January 1st of each Plan Year to take into
                    account any cost-of-living adjustment (as determined
                    pursuant to Section 415(d) of the Code) in effect as of
                    January 1st of such Plan Year; or

               (B)  One hundred percent (100%) of the Participant's average
                    Section 415 Compensation for the three (3) consecutive Plan
                    Years during which he participated in the Plan in which he
                    received the highest aggregate Section 415 Compensation.

          (ii) In the event the Participant has fewer than ten (10) Years of
               Credited Service or fewer than ten (10) years of participation in
               the Plan (as defined by Code Section 415(b)(5) and as modified by
               Code Section 415(b)(6)(D)), then

               (A)  the amount set forth at Section 6.5(a)(i)(A) shall be
                    reduced by multiplying such amount by a fraction, the
                    numerator of which shall be the number of years, or parts
                    thereof, of participation in the Plan (but not less than one
                    (l)), and the denominator of which shall be ten (10); and

               (B)  the amount set forth at Section 6.5(a)(i)(B) shall be
                    reduced by multiplying such amount by a fraction the
                    numerator of which shall be the number of Years of Credited
                    Service (but not less than one (l)), with the Employer the
                    Company or any Related Company, and the denominator of which
                    is ten (10).

                                      -17-

<PAGE>

          (b)  Effective January 1, 2002, if payment of a Participant's benefit
under the Plan begins before the Participant has attained age 62 (prior to
January 1, 2002, his Social Security Retirement Age, as that term is defined in
paragraph (f)(iv) below), the determination as to whether the dollar limitation
set forth in Section 6.5(a)(i)(A) has been exceeded shall be made, in accordance
with regulations prescribed by the Secretary of Treasury, by reducing the
limitation so that the dollar limitation (as so reduced) equals an annual
benefit (beginning when such benefits commence), which is equivalent in value to
the dollar limitation set forth in Section 6.5(a)(i)(A) beginning at age 62.
Prior to January 1, 2002, the dollar limitation then in effect shall be reduced
so that it is the actuarial equivalent of an annual benefit in the amount of the
otherwise applicable dollar limitation beginning at the Social Security
Retirement Age, with such reduction being made in such manner as the Secretary
of the Treasury may prescribe which is consistent with the reduction for old-age
insurance benefits beginning before Social Security Retirement Age under the
Social Security Act.

          (c)  If a Participant's Annual Benefit commences after the Social
Security Retirement Age, the determination of whether or not the limitation set
forth at Section 6.5(a)(i)(A) has been exceeded shall be made in accordance with
regulations prescribed by the Secretary of the Treasury, by adjusting such
benefit so that it is equivalent in value to a benefit commencing at the Social
Security Retirement Age.

          (d)  If a Participant who is covered under this Plan and under any
Related Plan (as defined in subparagraph (f)(ii) below) is entitled to an
aggregate Projected Annual Benefit under said plans in a Plan Year which exceeds
his Maximum Annual Benefit, the aggregate Projected Annual Benefit shall be
reduced to the extent necessary so that it shall not exceed his Maximum Annual
Benefit. In order to effectuate said reduction among this Plan and the Related
Plan(s), the Projected Annual Benefit under each such plan shall be prorated
according to the ratio which the Projected Annual Benefit in the Plan Year under
each such plan bears to the total Projected Annual Benefit in the Plan Year
under this Plan and the Related Plans.

          (e)  Notwithstanding the foregoing provisions of this Section 6.5, a
benefit payable with respect to a Participant under the Plan shall not be deemed
to exceed the limitations set forth in subparagraph (a)(1) if the total benefits
payable with respect to such Participant under the Plan and under all Related
Plans does not exceed Ten Thousand Dollars ($10,000) for the current Plan Year
or for any prior Plan Year, provided that the Employer, the Company or any
Related Company has never maintained a defined contribution plan (as defined in
Section 414(i) of the Code) in which such Participant was an active participant.
If a Participant has fewer than ten (10) years of Service with the Employer, the
Company or any Related Company, then the Ten Thousand dollar ($10,000) amount
referred to in the immediately preceding sentence shall be multiplied by a
fraction, the numerator of which is an amount equal to the Participant's number
of Years of Credited Service and the denominator of which is ten (10); provided,
however, that the resulting product shall not be less than one-tenth (1/10th) of
the amount determined under this Section 6.5(e).

                                      -18-

<PAGE>

          (f)  For purposes of this Section 6.5:

          (i)   The term "Annual Benefit" means a Pension payable annually in
                the form of a single-life Pension or, if applicable, in the form
                of a Qualified Joint and Survivor Pension (as defined in Section
                7.1). In the event that the Pension is payable in a form other
                than the foregoing, the Annual Benefit shall be based on the
                Actuarial Equivalent of a single-life Pension computed prior to
                January 1, 1997, on the basis of an interest rate of five
                percent (5%). Effective January 1, 1997, in the event a Pension
                is payable in the form of a single (lump sum) distribution, the
                present value of the Pension shall be determined using the 1983
                Group Annuity Mortality Table (Unisex) or such other mortality
                table as may be specified under Section 417(e)(3)(A) of the Code
                and an interest rate equal to the annual interest rate on
                30-year Treasury securities as announced by the Board of
                Governors of the Federal Reserve System for the second month
                prior to the first day of the Plan Year in which the
                distribution occurs.

          (ii)  The term "Related Plan" means any other defined benefit plan (as
                defined in Section 414(j) of the Code) maintained by the
                Employer, the Company or any Related Company.

          (iii) The term "Projected Annual Benefit" means the Participant's
                Annual Benefit under the Plan provided by the Employer's
                contributions on the assumptions that the Participant will
                continue employment until his Normal Retirement Age, that his
                Compensation will continue at the same rate as in effect for the
                current Plan Year and that all other relevant factors used to
                determine benefits under the Plan will remain constant as of the
                current Plan Year for all future Plan Years.

          (iv)  The term "Social Security Retirement Age" shall mean the age
                used as a retirement age for the Participant under Section
                216(e) of the Social Security Act, as such section may be
                amended from time to time; provided, however that such section
                shall be applied (x) without regard to the age increase factor,
                and (y) as if the early retirement age under Section 216(e)(2)
                of the Social Security Act were sixty-two (62).

          (v)   [RESERVED]

          (vi)  All actuarial adjustments to the limitations of this Section 6.5
                shall be based upon an interest rate of five percent (5%) and
                the mortality table otherwise used in determining Actuarial
                Equivalents under the Plan, provided that effective January 1,
                1997, the mortality table used shall be that specified in
                Section 7.5(c) and the interest rate for Pensions that are paid
                in accordance with Section 7.5 shall be that specified in
                Section 7.5(c).

          (g)  The provisions of this Section 6.5 and Section 6.6 below are
intended to comply with the provisions of Section 415 of the Code, as amended by
Section 416 of the Code, so that the maximum benefits provided to a Participant
shall be exactly equal to the maximum

                                      -19-

<PAGE>

amounts allowed under the Code. If there is any inconsistency between this
Section 6.6 or Section 6.6 and the provisions of Sections 415 and 416 of the
Code, such inconsistency shall be resolved in such a way so as to give full
effect to the provisions of the Code.

          6.6   [RESERVED]

          6.7   Additional Restrictions.

          (a)  In the event that the Plan terminates, the Pension paid to or on
behalf of any Highly-Compensated Employee or former Employee treated as a Highly
Compensated Employee shall be limited to a benefit that is non-discriminatory
under Code Section 401(a)(4).

          (b)  Except as provided in paragraph(c), the annual payments to any
member of the Highly-Compensated Group shall be limited to an amount equal to
the payments that would be made on behalf of the Participant under a single life
annuity that is the Actuarial Equivalent of the sum of (i) the Participant's
Accrued Benefit plus (ii) the Participant's other benefits (as that term is
defined in Section 6.7(d) below), if any, under the Plan.

          (c)  The limitations of Section 6.7(b) shall not apply if (i)
after the payment of the benefits described in Section 6.7(d)(ii) below to such
Participant, the value of the assets of the Plan equals or exceeds one hundred
and ten percent (110%) of the value of the Plan's current liabilities (as that
term is defined in Code Section 412(l)(7)), or (ii) the value of the benefits
described in Section 6.7(d)(ii) for such member of the Highly-Compensated Group
is less than the greater of one percent (1%) of the value of the Plan's current
liabilities or $5,000.

          (d)  For purposes of this Section 6.7,

          (i)  The term "Highly-Compensated Group" shall mean the group of
               individuals consisting of all Highly-Compensated Employees and
               former Employees who are treated as Highly-Compensated Employees
               pursuant to Section 2.17(d) other than those who were not among
               the top twenty-five (25) Employees when ranked on the basis of
               Compensation in the current or any prior Plan Year; and,

          (ii) The term "benefit" shall include loans in excess of the amounts
               set forth in Section 72(2)(A) of the Code, any periodic income,
               any withdrawal values payable to a living Participant, and any
               death benefits not provided for by insurance on the Participant's
               life.

          (e)  The provisions of this Section 6.7 shall apply only to Plan Years
commencing on or after May 1, 1994. For prior Plan Years, the provisions of
Treasury Regulations Section 1.401-4(c) shall apply.

          6.8  Conditions Affecting Pensions.

          (a)  Subject to the provisions of Section 7.8(c) and 7.9, no Pension
payments shall be made to a Participant during a period of employment and, in
the event that a retired Participant receiving Pension payments is re-employed
or continues to be employed by the Employer after the attainment of his Normal
Retirement Age in an employment position covered

                                      -20-

<PAGE>

by the Plan, his Pension payments shall be suspended during his period of
re-employment or continued employment.

          (b)  Upon the subsequent termination of employment of a re-employed
Participant, he shall be entitled to receive a Pension under the Plan in an
amount equal to the sum of (i) his Accrued Benefit at his Retirement, based upon
his Years of Credited Service as of such date, plus (ii) his Accrued Benefit (if
any) earned during his period of re-employment, based upon his Years of Credited
Service during such period as of his subsequent termination of employment;
provided, however, that his total Years of Credited Service under the Plan shall
be subject to the maximum set forth in Section 6.2.

          (c)  Notwithstanding paragraphs (a) and (b), if payment of a
Participant's Pension is required to commence while he is still employed by
reason of either Section 7.8(c) or 7.9, the amount of his Pension shall be
increased as of the first month of each subsequent Plan Year to reflect any
increase in his Years of Credited Service.

          6.9   Minimum Benefits in Top-Heavy Years. Anything else contained
herein to the contrary notwithstanding, the Accrued Benefit of each Non-Key
Employee shall not be less than the product of (a) two percent (2%) of the
Non-Key Employee's average monthly Top-Heavy Compensation during the consecutive
five (5) year period in which he had the greatest aggregate Top-Heavy
Compensation (excluding Top-Heavy Compensation received in any Plan Year that is
not a Top-Heavy Year), multiplied by (b) the number of Top-Heavy Years (not
exceeding twenty (20)) during which the Non-Key Employee completed at least one
thousand (1,000) Hours of Service, regardless of the Non-Key Employee's level of
Top-Heavy Compensation during such Top-Heavy Year, whether the Non-Key Employee
makes any mandatory contribution during such Top-Heavy Year, and whether the
Non-Key Employee is employed on any particular day during such Top-Heavy Year.
If, in any Top-Heavy Year, the Non-Key Employee is also a participant in any
other defined benefit plan maintained by the Employer or a Related Company, the
minimum Accrued Benefit required under this Section 6.10 with respect to such
Top-Heavy Year shall be reduced by the benefit accrued during such Top-Heavy
Year under such other plan (other than a minimum benefit accrued only during a
Top-Heavy Year). If such Non-Key Employee is also covered by a defined
contribution plan, he shall nevertheless receive the minimum Accrued Benefit
described herein. If in any Top-Heavy Year the provisions of Section 6.6(c)
apply to any Participant, then (i) three percent (3%) shall be substituted for
two percent (2%) for all Non-Key Employees for such Top-Heavy Year and (ii)
twenty percent (20%) shall be increased (but not by more than ten (10)
percentage points) by one percentage point for each Plan Year for which the Plan
was Top-Heavy.

          6.10  Payment of Incorrect Pension Amount. In the event of
payment of a Pension to a Participant (or their Beneficiary) under Articles V
and VI of the Plan, all or a portion of which should not have been payable to
such Participant (or their Beneficiary), the Plan Committee shall, as soon as is
administratively feasible, reduce the Pension benefit properly payable to the
Participant by the amount of any overpayment. Provided, however, no such
reduction shall exceed twenty-five percent (25%) of the monthly Pension payable
to the Participant (or their Beneficiary).

                                      -21-

<PAGE>
                                   ARTICLE VII
                                   -----------

                          FORM AND PAYMENT OF PENSIONS
                          ----------------------------

          7.1    Payment of Pensions.

          (a)    A Participant who is eligible for a Normal Retirement Pension
under Section 5.1 or an Early Retirement Pension under Section 5.2 and who has a
Spouse (as defined in paragraph (i) below) shall receive his Pension in the form
of a Qualified Joint and Survivor Pension, unless the Participant elects
otherwise in writing in accordance with the provisions of Section 7.4. The
Participant's Qualified Joint and Survivor Pension shall be paid in accordance
with either subparagraph (i) or (ii) below, as elected by the Participant;
provided, however, that if no such election is made by the Participant his
Qualified Joint and Survivor Pension shall be paid in accordance with
subparagraph (ii) below.

          (i)    One Hundred Percent (100%) Qualified Joint and Survivor
                 Pension. A Participant shall receive a reduced Pension during
                 his lifetime and, upon his death, one hundred percent (100%) of
                 such reduced Pension shall be paid to the Participant's Spouse,
                 if surviving, for the remainder of her lifetime.

          (ii)   Fifty (50%) Qualified Joint and Survivor Pension. A Participant
                 shall receive a reduced Pension during his lifetime and, upon
                 his death, fifty percent (50%) of such reduced Pension shall be
                 paid to the Participant's Spouse, if surviving, for the
                 remainder of her lifetime.

          (b)    A Participant who is eligible for a Deferred Vested Pension
under either Section 5.3 and who has a Spouse (as defined in paragraph (i)
below) shall receive his Pension in the form of a fifty percent (50%) Qualified
Joint and Survivor Pension in accordance with subparagraph (a)(iii) above,
unless the Participant elects otherwise in writing in accordance with the
provisions of Section 7.4.

          (c)    The last payment of a Qualified Joint and Survivor Pension
shall be made as of the first day of the month in which the death of the
survivor of the Participant and his Spouse occurs.

          (d)    The reduced amount payable to the Participant under a Qualified
Joint and Survivor Pension shall be determined by multiplying the amount of his
Pension determined under the applicable provision of Article V by the applicable
option factor set forth in Exhibit A.

          (e)    In lieu of a Qualified Joint and Survivor Pension, a
Participant may elect in writing, in accordance with the provisions of Section
7.4, to receive for life a Pension determined under the applicable provision of
Article V.

          (f)    A Participant who is eligible for a Normal Retirement Pension
under Section 5.1 or an Early Retirement Pension under Section 5.2 may elect in
writing, in accordance with the provisions of Section 7.4, to receive one of the
optional forms of benefit described under Section 7.3.

          (g)    If a Participant does not have a Spouse, he shall receive the
Pension determined under the applicable provision of Article V, subject to his
right, if any, to elect in

                                      -22-

<PAGE>

writing, in accordance with the provisions of Section 7.4, to receive one of the
optional forms of benefit described under Section 7.3. Such a Participant's
single-life Pension shall be deemed to be a Qualified Joint and Survivor Pension
for purposes of all notice and election provisions of Section 7.4.

          (h)    The last payment of any single-life Pension shall be made as of
the first day of the month in which the death of the Participant occurs.

          (i)    For purposes of this Article VII, a Participant's Spouse shall
be the person to whom he is married on his Benefit Commencement Date. To the
extent provided in any Qualified Domestic Relations Order, and subject to the
provisions of Section 8.7(b), a former spouse of the Participant shall be
treated as the Participant's Spouse on the Benefit Commencement Date, and the
vested percentage of the Participant's Accrued Benefit may be paid in accordance
with such Qualified Domestic Relations Order at any time after the Participant
is eligible to retire and begin receiving a Pension under any provision of
Article V.

          7.2    Other Survivorship Benefits.

          (a)    Upon the death of a Participant who is credited with at least
one Hour of Service on or after January 1, 1976, who is eligible for a Pension
under the applicable provision of Article V, and who dies prior to his Benefit
Commencement Date, a fifty percent (50%) Qualified Pre-retirement Survivor
Pension (as defined below) shall be payable to his Eligible Spouse (as defined
in paragraph (d) below).

          (b)    The date upon which the payment of the fifty percent (50%)
Qualified Pre-retirement Survivor Pension commences, and the amount of monthly
payments to the Eligible Spouse, shall be determined as if the Participant had
terminated his employment on the date of his death, survived to the earliest
date upon which he would have been eligible to begin receiving a Pension under
any of the provisions of Article V, retired with a fifty percent (50%) Qualified
Joint and Survivor Pension on such date, and died on the following day. Payments
to the Eligible Spouse shall continue until the first day of the month in which
the death of the Eligible Spouse occurs.

          (c)    Except as provided in this Section 7.2, no death or survivor
benefits shall be payable on behalf of a Participant who dies prior to his
Benefit Commencement Date.

          (d)    For purposes of this Section 7.2, a Participant's Eligible
Spouse shall be the person to whom he has been continuously married for one year
on the date of his death. To the extent provided in any Qualified Domestic
Relations Order, and subject to the provisions of Section 8.7(b), a former
spouse of the Participant shall be treated as the Participant's Eligible Spouse,
provided that the Participant and his former spouse were married for at least
one year.

                                      -23-

<PAGE>

          7.3    Optional Forms of Benefits.

          (a)    In lieu of a Normal Retirement Pension under Section 5.1, an
Early Retirement Pension under Section 5.2, or a Disability Retirement Pension
under Section 5.3, a Participant may elect in writing, in accordance with the
provisions of Section 7.4, to receive a Pension payable under one of the options
described below:

          (i)    Contingent Annuitant Option. A married Participant may elect to
                 receive a reduced Pension payable during his lifetime, with the
                 provision that if his contingent annuitant survives him,
                 payment of the Pension in an amount equal to either one hundred
                 percent (100%) or fifty percent (50%) of the Participant's
                 reduced Pension (as elected by the Participant) shall continue
                 to the contingent annuitant after his death, with the last
                 payment to be made as of the first day of the month in which
                 the death of the contingent annuitant occurs. A Participant who
                 is unmarried as of the end of the election period referenced in
                 Section 7.4, shall not be entitled to elect the optional form
                 of benefit described under this Section 7.3(a)(i).

          (ii)   Single-Life Option. A Participant may elect to receive a
                 single-life Pension under which the last payment shall be made
                 as of the first day of the month in which the death of the
                 Participant occurs.

          (b)    An option shall be elected in writing on a form approved by the
Committee and shall be filed with the Committee during the period described in
Section 7.4. The amount of the Pension payable under an option shall be
determined by multiplying the Participant's Pension under the applicable
provision of Article V by the applicable option factor set forth in Exhibit A.

          (c)    Anything else contained herein as to the contrary
notwithstanding,

          (i)    A Participant's Pension shall be distributed in full beginning
                 with his Benefit Commencement Date, over the life of the
                 Participant (or the lives of the Participant and his
                 Beneficiary), or over a period not exceeding the life
                 expectancy of the Participant (or the life expectancies of the
                 Participant and his Beneficiary) in accordance with Section
                 401(a)(9)(A) of the Code and Treasury Regulations promulgated
                 thereunder.

          (ii)   The Pension of a Participant who dies before his entire Pension
                 has been distributed shall, if distribution of such
                 Participant's Pension has begun in accordance with subparagraph
                 (a)(i), be distributed in full at least as rapidly as under the
                 method of distribution in effect at the date of his death, or,
                 if distribution has not so begun, be distributed in full either
                 by the end of the year that includes the fifth anniversary of
                 the date of death or, commencing not later than the last day of
                 the year that includes the first anniversary of the date of
                 death (except as otherwise provided in Section 401(a)(9)(B)(iv)
                 of the Code in the case of a surviving spouse) over the life of
                 his Beneficiary (or a period not exceeding the life expectancy
                 of his Beneficiary), all in accordance with Section

                                      -24-

<PAGE>

                 401(a)(9)(B) of the Code and Treasury Regulations promulgated
                 thereunder.

          (iii)  The provisions of Sections 7.1, 7.2 and 7.3 are intended comply
                 with the requirements of Section 401(a)(9) of the Code,
                 including specifically the minimum distribution incidental
                 benefit rule of Section 401(a)(9)(G), the proposed Treasury
                 Regulations issued thereunder, and any final Treasury
                 Regulations, shall be construed accordingly. Said Code and
                 Treasury Regulation provisions are hereby incorporated herein
                 by this reference, and which shall control over form of
                 distribution provided in this Plan that is inconsistent
                 therewith. To the extent that said Treasury Regulations provide
                 for any elections or alternative methods of compliance not
                 specifically addressed in Sections 7.1, 7.2 and 7.3, the
                 Committee shall have the authority to make or revoke such
                 election or utilize such alternative method of compliance.

          7.4    Election Procedures.

          (a)    The Committee shall provide each Participant with a written
explanation, in non-technical language, of the Qualified Joint and Survivor
Pension available under Section 7.1, and the optional forms of benefits
available under Section 7.3. Such explanation shall include a general statement
of the terms and conditions of such benefits, the circumstances under which the
Qualified Joint and Survivor Pension shall automatically be provided, the
Participant's right to make, and the effect of, an election to waive the
Qualified Joint and Survivor Pension and the rights of the Participant's spouse
under paragraph (f) below, and shall inform the Participant that he has the
right to receive a written explanation of the effect of any such election on his
particular benefit, expressed in terms of dollars per monthly payment. Such
written explanation shall also comply with any regulations promulgated under
Section 417(a)(3)(A) of the Code, and any such regulations shall be deemed
incorporated herein by reference.

          (b)    The written explanation referred to in paragraph (a) shall be
provided to the Participant within a reasonable time, but not less than thirty
(30) days and no more than ninety (90) days, prior to the Participant's Benefit
Commencement Date. Notwithstanding the foregoing, effective May 1, 1998, the
Participant may (with his spouse's consent, if applicable) waive the thirty (30)
day period described in the preceding sentence in writing, provided that payment
of his benefit shall in no event begin less than seven (7) days after such
explanation is furnished. If it is necessary to furnish the written explanation
after payment of a Participant's benefit has commenced, the Participant shall be
given an election period consisting of thirty (30) days following the date on
which the explanation is furnished and any change necessary in his form of
benefit shall be made on a prospective basis.

          (c)    A Participant may elect to not have his benefit paid in the
form of a Qualified Joint and Survivor Pension, or may (if eligible) elect an
optional form of benefit. Any such election shall be made in writing and shall
clearly indicate that the Participant is electing to waive his right to receive
his benefit in the form of a Qualified Joint and Survivor Pension and shall be
delivered to the Committee during the election period described in paragraph
(d). The Participant shall be entitled to make or change any such election at
any time during the election period.

                                      -25-

<PAGE>

          (d)    Any election and any revocation of any election made under this
Section 7.4 may be made at any time or times during the ninety (90) day period
ending on the Participant's Benefit Commencement Date.

          (e)    An election made pursuant to this Article VII or a revocation
or cancellation of an election, or the exercise or revocation of a waiver
hereunder before the Participant's Benefit Commencement Date, shall be made
without prejudice to the right of the Participant to make a new election. An
election, revocation or cancellation of an election, or the exercise or
revocation of a waiver, shall be made in writing on a form prescribed by the
Committee shall comply with the requirements of paragraph (f), below, and shall
be effective if submitted to the Committee prior to the Participant's Benefit
Commencement Date.

          (f)    Anything to the contrary notwithstanding, any election made
under this Section 7.4 shall be in accordance with rules established by the
Committee. In the case of a Participant whose Benefit Commencement Date occurs
after December 31, 1984, an election to receive any benefit other than a
Qualified Joint and Survivor Pension shall be valid only if (i) such
Participant's waiver of his right to receive a Qualified Joint and Survivor
Pension pursuant to paragraph (d) is consented to, in writing, by the person who
is the Participant's Spouse on the Benefit Commencement Date, and the Spouse's
signature is witnessed either by a member of the Committee or other Plan
representative designated by the Committee or by a notary public, or (ii) the
Participant establishes, to the satisfaction of the Committee, that he is not
married on the Benefit Commencement Date or that, if he is married, his Spouse's
consent cannot be obtained because his Spouse cannot be located, because he and
his Spouse are legally separated, because he has been abandoned by his Spouse
(and has a court order to such effect), or because of such other circumstances
as may be specified in regulations promulgated under Section 417(a)(2)(B) of the
Code. All elections made pursuant to this paragraph (f) may be revoked in
writing by the Participant at any time prior to his Benefit Commencement Date,
but any new election of an optional form of benefit shall require a new consent
from the Participant's Spouse unless the original consent specifically
authorized the Participant to elect different forms of benefit without the
Spouse's further consent. A Spouse's consent to an election shall be
irrevocable. The Committee shall provide to each Participant, within the period
of time set forth in paragraph (b), the written explanation of the information
described in paragraph (a).

          (g)    Anything else to the contrary notwithstanding, any Participant
(i) who was credited with at least one Hour of Service on or after September 2,
1974, (ii) who would not, but for this paragraph (g), have the right to receive
a fifty percent (50%) Qualified Joint and Survivor Annuity, (iii) who is alive
on August 23, 1984 and (iv) whose Benefit Commencement Date is on or after
August 23, 1984, shall have the right to elect to receive a fifty percent (50%)
Qualified Joint and Survivor Annuity. The Committee shall send written notice of
the provisions of this paragraph (g) to each Participant to whom it applies, and
shall also send written notice of the provisions of Section 7.2 to each
Participant whose employment was terminated prior to August 23, 1984, and to
whom Section 7.2 applies.

          7.5    Small Pensions.

          (a)    Notwithstanding anything herein to the contrary, if the present
value of a Pension payable under the Plan is Five Thousand Dollars ($5,000) or
less (as determined in accordance with Section 7.5(a)(i)) payment of such
Pension shall be made in a lump sum. In the case of a Participant who does not
have a vested Accrued Benefit, the Participant shall be

                                      -26-

<PAGE>

deemed to have received a lump-sum payment of his Pension in the amount of zero
dollars ($0) at the time set forth in this Section. Payment of a lump sum
pursuant to this Section 7.5 shall be made as soon as practicable following the
date on which a Participant has incurred a termination of employment or, in the
case of a payment to a Beneficiary, the Participant's death. The present value
of a Pension payable under the Plan shall be determined using the factors
specified in Exhibit A applicable to lump sum distributions.

          (i)    For purposes of this Section 7.5(a), the determination of
                 whether the present value of a Participant's Pension exceeds
                 $5,000 upon his termination of employment shall be made without
                 regard to whether the present value of the Participant's
                 Pension exceeded $5,000 at a time prior to the Participant's
                 termination of employment, (with respect to distributions
                 commencing on or after May 1, 2001).

          (ii)   If the present value of a Participant's Pension exceeds $1,000
                 but is less than $5,000, upon the Participant's termination of
                 Employment (determined in accordance with Section 7.5(a)(i)),
                 and the Participant fails to affirmatively elect to have his
                 entire Account Balance distributed, the Committee shall
                 transfer the Participant's benefit entitlement to an individual
                 retirement account or a trustee or issuer designated by the
                 Committee, in its sole discretion, and shall notify the
                 Participant, in writing, that the Participant's distribution
                 may be transferred, without cost or penalty to the Participant,
                 to another individual retirement account selected by the
                 Participant. This Section 7.5(a)(ii) shall become effective as
                 of the first date prescribed by the IRS and Department of
                 Labor.

          (b)    Effective January 1, 1997, if the present value of a Pension
payable under the Plan, as determined under paragraph (a), is more than Five
Thousand Dollars ($5,000) but not more than Six Thousand Dollars ($6,000), the
Participant or Beneficiary may elect to receive payment of such Pension in a
lump sum. In the case of a Pension payable to a Participant, such election shall
be considered a selection of an optional form of benefit, and the notice,
election and spousal consent provisions of Section 7.4 shall apply.

          (c)    Effective for Plan Years beginning on or after January 1, 1997,
the present value of a single (lump sum) Pension under this Section 7.5, shall
be determined using the 1983 Group Annuity Mortality Table (Unisex) or such
other mortality table as may be specified under Section 417(e)(3)(A) of the Code
(which effective January 1, 2002, is the 1994 Group Annuity Reserving (94GAR)
Table) and an interest rate equal to the annual interest rate on 30-year
Treasury securities as announced by the Board of Governors of the Federal
Reserve System for the second month prior to the first day of the Plan Year in
which the distribution occurs. For Plan Years beginning prior to January 1,
1997, the present value of a single (lump sum) Pension is determined using the
aforementioned mortality table and an interest rate equal to five percent (5%).

          (d)    Any Participant or Alternate Payee (but only with respect to an
Alternate Payee who is the spouse or former spouse of a Participant) who is
entitled to receive an "eligible rollover distribution," as hereinafter defined,
shall have the right to direct the transfer of all or a portion of such
distribution directly to an individual retirement account or annuity qualified
under Section 408 of the Code (other than an endowment contract) (an "IRA"), or
to a defined

                                      -27-

<PAGE>

contribution pension or profit-sharing trust qualified under Section 401(a),
annuity plan qualified under Section 403(a) of the Code, annuity plan qualified
under Section 403(b) of the Code, a governmental plan qualified under Section
457 of the Code or other "eligible retirement plan" as defined in Section
401(a)(31) of the Code, which will accept such a transfer, provided that the
amount so transferred must either be the entire amount of such distribution or
must be at least $200. The surviving spouse of a Participant shall similarly be
entitled to direct the transfer of all or a portion of any distribution to which
this Section 7.5 applies, but with respect to Plan Years beginning prior to
January 1, 2002, only to an IRA. The Committee shall furnish each Participant,
Alternate Payee or surviving spouse to whom this Section 7.5 applies with a
notice describing his right to a direct transfer and the tax consequences of a
distribution. For purposes of this Section 9.5, an "eligible rollover
distribution" means any distribution that is at least $200.00, other than (i) a
distribution that is part of a series of substantially equal installment
payments, paid not less frequently than annually, over the life or life
expectancy of the Participant, the joint lives or joint life expectancies of the
Participant and his beneficiary, (ii) a fixed period of 10 years or more, but
only to the extent such distribution exceeds the minimum amount required to be
distributed under the Plan, or (iii) hardship distributions under a 401(k)
arrangement. The Committee may adopt administrative procedures to implement
direct transfers, which may vary the time periods and minimum amounts set forth
above, to the extent consistent with final Treasury Regulations issued under
Section 401(a)(31) of the Code.

          7.6    Designation of Beneficiaries. A Participant who elects a form
of benefit that provides for continued payments after his death shall designate
a Beneficiary to receive such payments, and may change such designation prior to
the Benefit Commencement Date in accordance with Section 7.4 (subject to the
right of the Participant's Spouse to consent to any change in accordance with
Section 7.4(f) if the Spouse's original consent did not specifically authorize
the Participant to change Beneficiaries). In the case of a Qualified Joint and
Survivor or Contingent Annuitant Pension, the Beneficiary designation shall
become irrevocable on the Benefit Commencement Date (even if the Beneficiary is
the Participant's spouse and they later divorce), and no further benefits shall
be payable after the death of the Participant and Beneficiary. No designation of
a Beneficiary or change thereof shall be effective until it has been received by
the Committee. The Committee shall be entitled to rely upon the last designation
filed by the Participant prior to his death.

          7.7    Benefit Commencement Date.

          (a)    The Benefit Commencement Date for each Participant shall be as
set forth in the applicable provision of Article V, subject to the provisions of
paragraphs (b) and (c) below.

          (b)    Except as provided in Section 7.5 above and paragraph (c)
below, unless the Participant consents to a later commencement date, the Benefit
Commencement Date shall be not later than the sixtieth (60th) day after the
close of the Plan Year in which the latest of the following events occurs:

          (i)    The Participant's sixty-fifth (65th) birthday; or

          (ii)   The termination of the Participant's employment with the
Employer.

                                      -28-

<PAGE>

          (c)    Effective May 1, 1997, anything else contained herein to the
contrary notwithstanding, in no event shall distribution of a Participant's
Pension begin later than April 1 of the calendar year following the later of the
calendar year in which the Participant attains the age of 70 1/2 or retires, or,
in the case of a Participant who is a five percent owner (as described in
paragraph (a)(i) of the definition of Highly Compensated Employee), April 1 of
the calendar year following the calendar year in which the Participant attains
age 70 1/2. If commencement of a Participant's Normal Retirement Pension is
deferred until after April 1 of the calendar year following the calendar year in
which the Participant attains age 70 1/2, the amount of such Participant's
Normal Retirement Benefit shall not be less than the Actuarial Equivalent of his
Accrued Benefit as of such date, plus the Actuarial Equivalent of any additional
accrued benefit after such date, reduced by the Actuarial Equivalent of any
benefit payments made after such date.

          7.8    Employment After Normal Retirement Age.

          (a)    A Participant shall not receive a Pension for any calendar
month, including the calendar month in which, or any calendar month following
which, he satisfies the requirements for a Normal Retirement Pension under
Section 5.1, if during any such calendar month he completes at least forty (40)
Hours of Service.

          (b)    Subject to Section 7.7(c), if a Participant who continues to be
employed or is re-employed by the Employer after he satisfies the requirements
for a Normal Retirement Pension completes less than forty (40) Hours of Service
during any calendar month, such Participant shall be considered retired and
shall receive his Pension under the Plan. Any employment by the Participant
during any calendar month in which he receives Compensation for less than forty
(40) Hours of Service shall not be considered as part of his period of Credited
Service.

          (c)    Upon the death of a Participant who continues his employment
beyond the attainment of his Normal Retirement Age and who is not considered
retired in accordance with the provisions of this Section 7.8, the provisions of
Sections 7.2 or 7.3 (as applicable) shall be operative, and the Pension payable
thereunder shall commence as of the first day of the month coincident with or
immediately following the Participant's death in the amount which would have
been payable had the Participant retired on the day immediately preceding his
death.

          (d)    The Committee shall provide each Participant who either
continues to be employed, or is re-employed, after attaining his Normal
Retirement Age with a written notice, which shall satisfy the requirements of
Department of Labor Regulations Section 2530.203-3, that his continued
employment will result in the suspension of his Pension pursuant to this Section
7.8.

                                      -29-

<PAGE>

                                  ARTICLE VIII
                                  ------------

                   APPLICATION FOR BENEFITS, CLAIMS PROCEDURE
                   ------------------------------------------
                             AND GENERAL PROVISIONS
                             ----------------------

          8.1    Advance Written Applications Required. An application for the
commencement of a Pension must be made in writing on a form and in a manner
prescribed by the Committee, and must be submitted to the Committee in care of
the Personnel Department of the Employer by a Participant or Beneficiary, or
authorized representative acting on his behalf (the "claimant"). A claimant's
benefits shall, subject to the applicable provision of Article V and the
provisions of Section 7.7, commence:

          (a)    Except as provided in paragraph (b) below, on the first day of
the month which follows his eligibility for a Pension and which is at least one
month after the date on which he filed his application.

          (b)    If the day determined in paragraph (a) above is more than two
(2) months after the close of the Plan Year in which he attained his Normal
Retirement Age and more than two (2) months after the close of the Plan Year in
which he was last employed by the Employer, the Company or any Related Company,
his benefits shall commence on the first day of the third month after the close
of such Plan Year.

          Anything to the contrary notwithstanding, when the Employer terminates
the employment of a Participant, the application requirement shall be waived
when the effective date of such termination is less than sixty (60) days prior
to the effective date of Retirement.

          8.2    Information Required. The claimant shall furnish the Committee
with any information or proof requested by it and reasonably required to
administer the Plan. The Committee shall be the sole judge of the standard of
proof required in any case. No application shall be considered complete until
such information or proof requested by the Committee is submitted.

          8.3    Denial of Benefits. In the event that any application for
benefits is denied, in whole or in part, the Committee shall notify the claimant
in writing of such denial and of his right to a review by the Committee and
shall set forth, in a manner calculated to be understood by the claimant, the
specific reasons for such denial, specific references to pertinent Plan
provisions on which the denial is based, a description of any additional
material or information necessary for the claimant to perfect his application,
an explanation of why such information is necessary and an explanation of the
Plan's review procedure and the method of appeal as set forth in Section 8.4.
Such notice shall be furnished not more than ninety (90) days after the claim is
filed, unless special circumstances require an extension of such period for not
more than an additional ninety (90) days and the applicant is notified of such
extension by the end of the original 90 day period.

                                      -30-

<PAGE>

          8.4    Review Procedure. A claimant who has received notice that his
application has been denied may, within sixty (60) days of receipt of such
notice, secure review by written request addressed to the Committee in care of
the Personnel Department of the Employer. In connection with such an appeal for
a review, the claimant shall have the right to information available to the
Committee which may be relevant to his appeal and may submit arguments or
comments in writing. The Committee shall render a decision as soon as possible
and within sixty (60) days after the request for a review unless special
circumstances, such as the need to hold a hearing, require an extension of up to
an additional sixty (60) days; provided, however, that if the Committee (or a
subcommittee designated to resolve such appeals) holds regularly scheduled
meetings at least quarterly, the decision shall be made not later than the next
meeting of the Committee or subcommittee held at least 30 days after the appeal
is received or, if special circumstances require, the next meeting following
such meeting. The decision shall be by the full Committee, or by a subcommittee
for the full Committee or any fiduciary named for that purpose by a standing
resolution of the Committee delegating such review authority, and shall be
submitted to the claimant in writing and shall include the specific reason or
reasons for the decision and the specific references to the provisions of the
Plan on which the decision is based, and such decision shall be final and
binding on the claimant.

          8.5    Responsibility for Correctness of Address. Neither the
Committee nor the Employer shall be required to determine, or to make an
investigation to determine, the identity or mailing address of any Participant,
and the Committee shall have discharged its obligation when it shall have sent
checks and other papers by registered or certified mail to such Participant at
such address as may be designated to it by such Participant or, if he makes no
such designation, at his last address on the records of the Employer.

          8.6    Payments for Incompetents. In the case of incompetency, either
mental or physical, of any Participant or Beneficiary, payments shall be made to
the court-appointed guardian of such person who has satisfied the Committee that
he or it is caring for said Participant or Beneficiary, and any such payments
shall be a complete discharge of the liabilities under the Plan.

          8.7    Non-Alienation of Benefits.

          (a)    Except with respect to Federal income taxes, effective
January 1, 1998, certain judgements or settlements in accordance with Section
401(a)(13)(C), or for payments pursuant to a Qualified Domestic Relations Order
in accordance with paragraph (b), no benefit payable at any time under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, attachment, charge, garnishment, levy or encumbrance of any
kind, voluntary or involuntary, and any attempt to encumber such benefit in any
way whatsoever shall be void. No benefit shall be subject in any manner to the
debts or liabilities of any person to whom the benefit is or shall be payable.

          (b)    Upon receiving any order, judgment or decree which may be a
Qualified Domestic Relations Order, the Committee shall promptly notify the
Participant involved and any Alternate Payee (as defined in Section 2.28) of the
receipt of the order and of the Plan's procedure for determining whether the
order is a Qualified Domestic Relations Order, and shall proceed to determine
whether the order is a Qualified Domestic Relations Order. During the period
during which it is being determined whether such order is a Qualified Domestic
Relations Order, any payments which would, under such order, be payable to an
Alternate Payee, shall be

                                      -31-

<PAGE>

placed in a separate account in the Trust. If, within eighteen (18) months after
the day on which payments pursuant to such order would be required to begin, the
Committee determines that such order is a Qualified Domestic Relations Order,
the amount of such separate account, with any earnings thereon, shall be paid to
the Alternate Payee as provided in such order. If the status of such order has
not been established within such eighteen (18) month period, or if it is
determined that the order is not a Qualified Domestic Relations Order, the
amount of such separate account shall be paid to the Participant, or, if it
would not otherwise have been payable currently, shall be restored to the
Participant's Accrued Benefit. Any determination made after the end of such
eighteen (18) month period shall be applied prospectively only.

                                      -32-

<PAGE>

                                   ARTICLE IX
                                   ----------

                 ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR
                 -----------------------------------------------

          9.1    Appointment of Committee.

          (a)    The Board may appoint an Administrative Committee consisting
such number of persons as designated by the Board (which shall not be less than
1) who shall serve at the pleasure of the Board. The Committee shall appoint one
of its members to act as its Chairman and one of its members to act as its
Secretary and who shall keep minutes of the Committee's proceedings. The
Committee may act by a majority of its appointed members, and such action may be
taken from time to time by a vote at a meeting or in writing without a meeting.
The Committee may authorize any one of its members or its Secretary to execute
any document on its behalf.

          (b)    In the event that the Board fails to appoint an Administrative
Committee pursuant to Section 9.1(a) or in the event that the Board has
terminated such appointment, and has failed to appoint a successor
Administrative Committee, then until such time, if ever, as the Board appoints
such an Administrative Committee, the Plan Administrator shall have the same
powers and duties under the Plan as the Committee, and all references in this
Plan to the Committee shall be deemed to refer to the Plan Administrator. In
such event, the powers of the Committee may be exercised by the President of the
Employer or such person as he may designate or, in the absence of such
designation, by the officers and management employees of the Employer generally
responsible for matters involving personnel and employee benefits.

          9.2    Committee Actions. The Committee may adopt such by-laws, rules
and regulations as it deems necessary, desirable or appropriate for the conduct
of its affairs. All rules and decisions of the Committee shall be uniformly and
consistently applied to all Participants and Beneficiaries in similar
circumstances. When making a determination, the Committee shall be entitled to
rely upon information furnished by a Participant or Beneficiary, the Employer,
the legal counsel of the Employer or the Trustee, and shall have no duty or
responsibility to verify such information.

          9.3    Resignation or Removal of Committee Member. (a) Any member of
the Committee may resign from office at any time by notifying the Employer and
the other members of the Committee in writing, at least ten (10) days in
advance, of such resignation; provided, however, that such notice may, at the
option of the parties, be waived.

          (b)    Any member of the Committee may be removed from office by the
Employer at any time, with or without cause. Such removal shall be effectuated
by the tendering to such member and the other members of the Committee of a
written notice of removal, to take effect on the date specified therein;
provided, however, that such notice may, at the option of the parties, be
waived.

                                      -33-

<PAGE>

          (c)    Upon such resignation or removal of a member of the Committee,
or upon his death, the Board shall promptly appoint a successor member of the
Committee, and shall give prompt written notice thereof to the other members of
the Committee. In the event of the failure of the Board to appoint such
successor by the effective date of such resignation or removal, or within ten
(10) days after such death, the remaining members of the Committee may appoint
such successor.

          (d)    Each successor member of the Committee shall have all the
powers, duties, responsibilities and obligations conferred by the Plan as if
originally named to the Committee. No successor member of the Committee shall be
personally liable for any act or failure to act of his predecessor or shall have
any duty to review the actions of his predecessor.

          9.4    Powers and Duties of Committee. The Committee shall be the
named fiduciary of the Plan under ERISA and, in such capacity, shall have the
responsibility for, and the authority to manage the operation and administration
of, the Plan. The Committee shall have all powers and duties which are
reasonably necessary to carry out its responsibilities under the Plan, including
but not limited to the power to:

          (a)    employ investment managers and advisors, accountants, legal
counsel, consultants and actuaries and any other person or organization it feels
necessary or proper to assist it in the performance of its duties under the
Plan, and all reasonable expenses therefor shall be paid as provided in Section
10.6;

          (b)    administer and construe the Plan, and correct any defects or
supply any omission or reconcile any inconsistency in such manner and to such
extent as it shall deem expedient to carry out the purpose of the Plan;
provided, however, that a member of the Committee shall not individually act on
any matter relating to himself;

          (c)    communicate its decisions and directions to the Trustee, a
Participant, the Employer or to any other person or organization who is to
receive such decision or direction, which may be relied upon by its recipient as
being the binding decision of the Committee;

          (d)    allocate or delegate, among the members of the Committee or to
any other person, any fiduciary responsibility (other than trustee
responsibilities) with respect to the Plan;

          (e)    determine the amount of and eligibility for benefits under the
Plan; provided, however, that all such determinations shall be made on a uniform
and non-discriminatory basis; and

          (f)    establish rules, regulations and procedures for the
administration of the Plan. To the extent consistent with applicable provisions
of ERISA and the Code, such rules, regulations and procedures may alter any
provision of the Plan that is administrative or procedural in nature (including
any provision that specifies the time for performing any act), and any such
rule, regulation or procedure shall be deemed incorporated into the Plan without
the necessity of an amendment.

          All determinations and interpretations of the Plan by the Committee,
and all rules, regulations, and procedures adopted by the Committee, which are
consistent with the fiduciary requirements of ERISA shall be final and binding
on all Participants, Beneficiaries and other persons claiming any interest in
the Plan.

                                      -34-

<PAGE>

          9.5    Discharge of Fiduciary Responsibilities. Each member of the
Committee, and any other fiduciary under the Plan, shall discharge his duties
and responsibilities with respect to the Plan:

          (a)    solely in the interest of the Participants and Beneficiaries,
for the exclusive purpose of providing benefits to the Participants and
Beneficiaries and defraying reasonable expenses of administering the Plan;

          (b)    with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man 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;

          (c)    by diversifying the investments of the Plan so as to minimize
the risk of large losses, unless under the circumstances it is prudent not to do
so; and

          (d)    in accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent with the
applicable provisions of ERISA.

          9.6    Records Required. To put into effect the purposes of the Plan,
the Committee shall cause to be maintained by the Employer a record of the
Compensation applicable to each Participant, the Beneficiaries designated by
each Participant, the Participant's years of Credited Service, and such other
records as may be required for the efficient administration of the Plan.

          9.7    Indemnification. The Employer shall indemnify and save harmless
the Committee, each member of the Committee, and any officer or employee of the
Employer exercising any of the powers of the Plan Administrator from and against
any and all loss resulting from any liability to which such person may be
subjected by reason of any act or conduct (except willful misconduct or gross
negligence) in their official capacities in the administration of the Plan,
including all expenses reasonably incurred in their defense if the Employer
fails to provide such defense.

          9.8    Liability of Committee. The Employer shall reimburse the
Committee for any bond or other security required by law. The Employer agrees,
to the extent permitted by law, that it shall pay any insurance premium as
directed by the Committee or (in default of a direction by the Committee) shall
reimburse any member of the Committee for any insurance policy procured by the
Committee (or a member) insuring any member of the Committee and any of its
agents with respect to any liability which may be imposed by reason of any act
or failure to act in carrying out the fiduciary obligations imposed upon any of
them.

          9.9    Plan Administrator.

          (a)    The Employer, or such person as the Company shall designate
pursuant to paragraph (b), shall serve as the Administrator of the Plan. The
Administrator shall be the "plan administrator" as defined in Section 414(g) of
the Code, and the "administrator" as defined in Section 3(16)(A) of ERISA. The
Administrator shall have the duty to file such plan descriptions and annual
reports as may be required by ERISA or similar legislation and shall be
designated to accept service of legal process and any other notices for the
Plan.

                                      -35-

<PAGE>

          (b)    The Company shall have the authority to appoint another
corporation or one or more persons to serve as the Administrator hereunder, in
which event such corporation or person (or persons) shall exercise all of the
powers, duties, responsibilities and obligations of the Administrator hereunder.

                                      -36-

<PAGE>

                                    ARTICLE X
                                    ---------

                            CONTRIBUTIONS AND FUNDING
                            -------------------------

          10.1   General. (a) The Trustee shall hold, invest and distribute the
assets of the Trust Fund and shall serve at the pleasure of the Board. All
contributions made by the Employer under the Plan shall be paid to the Trustee.

          (b)    All Employer contributions made under the Plan are expressly
conditional upon the qualification of the Plan under Section 401(a) of the Code
and upon the deductibility of the contribution under Section 404 of the Code in
the Plan Year for which such contribution is made and any amount which
subsequently determined to be non-deductible in such Plan Year, or which is
otherwise based on a good faith mistake of fact, shall be returned to the
Employer in accordance with Section 13.1.

          10.2   Amount of Contributions. The Employer shall make contributions
to the Trust Fund in such amounts and at such times as shall be determined by
the Board in accordance with a funding method and policy to be established by
the Employer which shall be consistent with the Plan's objectives and in full
compliance with the minimum funding requirements imposed under Title I of ERISA.

          10.3   Payment of Contributions. The Employer's contribution shall be
paid to the Trustee in cash.

          10.4   Time for Payment. Except to the extent that quarterly or more
frequent contributions are required by Section 412 of the Code, all
contributions made by the Employer shall be delivered to the Trustee not later
than the earlier of (a) the date prescribed by law (including any extensions
thereof) for the filing of the Employer's federal income tax return for the Plan
Year for which such contribution is made or (b) two and one-half (2-1/2) months
after the end of the Plan Year, plus any extensions granted by the Internal
Revenue Service under Section 412(c)(10) of the Code.

          10.5   Forfeitures. Amounts which are forfeited by a Participant
because of termination of employment before becoming eligible for a Pension
shall be used to reduce the Employer's contribution to the Trust Fund as
provided in Section 10.1, and shall not be applied to increase the benefits
otherwise payable under the Plan to the remaining Participants.

          10.6   Payment of Benefits and Expenses. The Trust Fund shall be used
to pay benefits as and to the extent provided in the Plan. The Employer shall
not have any obligation to make or continue from its own funds any Pension or
other payment provided for in the Plan. Unless the Employer pays the expenses of
the Plan directly, they shall be paid from the Trust Fund.

          10.7   Participant Contributions. Participants are not required or
permitted to make any contributions under the Plan.

                                      -37-

<PAGE>

                                   ARTICLE XI
                                   ----------

                                 EMPLOYEE RIGHTS
                                 ---------------

          11.1   Benefits of Participants and Beneficiaries. Every Participant
and Beneficiary receiving benefits under the Plan shall be entitled to receive,
on a regular basis, a written account of his personal benefit status and of the
relevant terms of the Plan which provides these benefits.

          11.2   Protection from Reprisal. No Participant or Beneficiary may be
discharged, fined, suspended, expelled, disciplined, or otherwise discriminated
against for exercising any right to which he is entitled or for cooperating with
any inquiry or investigation under the provisions of the Plan or any governing
law or regulations, including ERISA. No person shall, directly or indirectly,
through the use or threatened use of fraud, force or violence, restrain, coerce
or intimidate any Participant or Beneficiary for the purpose of interfering with
or preventing the exercise of or enforcement of any right, remedy or claim to
which he is entitled under the terms of the Plan or any governing law or
regulations, including ERISA.

          11.3   Non-Guarantee of Employment. Participation in the Plan shall
not grant any Participant the right to be retained in the service of the
Employer nor form a part of any employment agreement nor grant any other rights
or interest in the Plan assets other than those specifically set forth herein,
nor shall it be construed as giving any Participant any equity or other interest
in the assets, business or affairs of the Employer.

          11.4   Nonforfeitability of Benefits. Subject only to the specific
provisions of the Plan, nothing shall be deemed to divest a Participant during
his lifetime of his right to the nonforfeitable benefit to which he becomes
entitled in accordance with the provisions of the Plan.

          11.5   No Decrease in Benefits. In the case of a Participant or
Beneficiary who is receiving benefits under the Plan, or a Participant who is
separated from service and who has nonforfeitable rights to benefits, such
benefits shall not be decreased by reason of any increase in the benefit levels
payable under Title II of the Social Security Act or any increase in the wage
base under such Title II, if such increase takes place after the earlier of the
date of first receipt of such benefits or the date of such separation.

                                      -38-

<PAGE>

                                  ARTICLE XII
                                  -----------

                            AMENDMENT AND TERMINATION
                            -------------------------

          12.1   Permanency. Although it is the expectation of the Employer that
the Plan and the payment of contributions hereunder shall be continued
indefinitely, the continuance of the Plan is not assumed as a contractual
obligation of the Employer. The Plan may be amended or terminated only as
provided in this Article XII.

          12.2   Amendments.

          (a)    The Employer reserves the right to amend the Plan from time to
time by action of the Board or any person to whom the Board may delegate such
right, and to modify or cancel any such amendments. Any amendments shall be as
set forth in an instrument in writing executed by the Employer.

          (b)    No amendment to this Plan shall:

          (1)    Cause any of the assets of the Trust Fund to be used for or
     diverted to purposes other than for the exclusive benefit of Participants
     and their Beneficiaries, except as provided in Article XIII;

          (2)    Except as permitted by Section 411(d)(6) of the Code or
     Treasury Regulations issued thereunder, have any retroactive effect so as
     to deprive any Participant or Beneficiary of any benefit already accrued or
     eliminate or reduce any early retirement benefit or retirement-type subsidy
     or eliminate any optional form of benefit with respect to a Participant's
     Accrued Benefit;

          (3)    Create or effect any discrimination in favor of Participants
     who are highly compensated or who are officers of the Employer; or

          (4)    Affect the rights, responsibilities or duties of the Trustee
     without first obtaining the Trustee's written consent thereto.

          12.3   Permanent Discontinuance of Contributions. The permanent
discontinuance of contributions by the Employer shall not be deemed to be a
complete or partial termination of the Plan or operate to accelerate any
payments or distributions to or for the benefit of the Participants. The Trustee
shall continue to administer the Trust in accordance with the provisions
thereof.

          12.4   Termination. In accordance with the procedures set forth in
this Article XII, the Employer may terminate the Plan at any time. In the event
of the dissolution, merger, consolidation or reorganization of the Employer, the
Plan shall terminate and the Trust Fund shall be liquidated unless the Plan is
continued by a successor to the Employer, in which event provision may be made
by the successor for continuing the Plan and, in that event, the successor shall
be automatically substituted for the Employer under the Plan. In the event that
the Employer is judicially declared to be bankrupt or insolvent, the Plan shall
be terminated. Subject to the applicable requirements, if any, of ERISA
governing the termination of employee pension benefit plans (as defined in
ERISA), the Employer shall direct and require the Trustee to

                                      -39-

<PAGE>

liquidate the Trust Fund, or the applicable portion thereof, in accordance with
the provisions of this Article XII.

          12.5   Partial Termination. Upon termination of the Plan with respect
to a group of Participants which constitutes a partial termination of the Plan
the Employer shall cause the proportionate interest of the Participants affected
by such partial termination to be determined. The determination of such
proportionate interest shall be done in an equitable manner, considering the
remaining Participants as well as the Participants affected by the termination,
and on the basis of the contributions made by the Employer, the provisions of
this Article XII and other appropriate considerations. After such proportionate
interest has been determined, the Trustee shall allocate and segregate the
assets of the Trust Fund according to such proportionate interest. Neither the
Trustee nor the Committee shall have any responsibility with respect to the
determination of any such proportionate interest. The assets of the Trust Fund
so allocated and segregated shall be used by the Trustee to pay benefits to or
on behalf of Participants in accordance with the provisions of Sections 12.6 and
12.7.

          12.6   Liquidation of Trust Fund. Upon the termination of the Plan, or
upon the termination of employment by a group of Participants which constitutes
a partial termination of the Plan, the Accrued Benefit of each Participant
affected by the termination shall, as of the date of termination, become fully
vested and nonforfeitable to the extent funded, but such Participants' recourse
toward satisfaction of the right thereto shall be limited to the assets of the
Trust Fund or the portion thereof segregated in accordance with Section 12.5.
The assets of the Trust Fund, or the portion thereof segregated in accordance
with Section 12.5 above, shall be liquidated (after provision is made for the
expenses of liquidation) and shall be allocated by the Committee among the
affected Participants (and their Beneficiaries) in the following order of
priority:

          (a)    First, in the case of benefits payable as a Pension:

          (1)    In the case of a Pension which was in pay status as of the
                 beginning of the three (3) year period ending on the
                 termination of the Plan, to each such Pension, based on the
                 provisions of the Plan (as in effect during the five (5) year
                 period ending on such date) under which such Pension would be
                 the least; or

                                      -40-

<PAGE>

          (2)    In the case of a Pension which would have been in pay status as
                 of the beginning of such three (3) year period if the
                 Participant had retired prior to the beginning of the three (3)
                 year period and if his Pension had commenced (in the standard
                 form of a Pension under the Plan) as of the beginning of such
                 period, to each such benefit based on the provisions of the
                 Plan (as in effect during the five (5) year period ending on
                 such date) under which the Pension would be the least.

          (3)    For purposes of this first priority, the lowest Pension in pay
                 status during the three (3) year period shall be considered the
                 Pension in pay status for such period.

          (b)    Second:

          (1)    To all other benefits (if any) of individuals under the Plan
                 guaranteed under Title IV of ERISA (determined without regard
                 to the limitation in the amount of monthly benefits computed by
                 multiplying Seven Hundred Fifty Dollars ($750) by a fraction,
                 the numerator of which is the contribution and benefit base
                 pursuant to Section 230 of the Social Security Act at the time
                 the Plan terminates and the denominator of which is such
                 contribution and benefit base in effect in calendar year 1974);
                 and

          (2)    To the additional benefits (if any) which would be determined
                 under paragraph (a) above, if the restrictions on benefits with
                 respect to a Participant who owns, directly on indirectly, more
                 than ten percent (10%) in value of either the voting stock of
                 the Employer did not apply.

          (c)    Third, to all other nonforfeitable benefits under the Plan.

          (d)    Fourth, to all other benefits under the Plan.

          12.7   Allocation Procedures. For purposes of Section 12.6 above:

          (a)    The amount allocated under any paragraph of Section 12.6 with
respect to any benefit shall be properly adjusted for any allocation of assets
with respect to that benefit under a prior paragraph of such Section 12.6.

          (b)    If the assets available for allocation under any paragraph of
Section 12.6 (other than paragraphs (c) and (d)) are insufficient to satisfy in
full the benefits of all individuals which are described in that paragraph, the
assets shall be allocated pro rata among such individuals on the basis of the
actuarial present value (as of the termination date) of the respective benefits
described in that paragraph.

                                      -41-

<PAGE>

          (c)    This paragraph (c) applies if the assets available for
allocation under Section 12.6(c) are not sufficient to satisfy in full the
benefits of individuals described therein.

          (1)    If this subparagraph applies, except as provided in
                 subparagraph (2) below, the assets shall be allocated to the
                 benefits of individuals described in Section 12.6(c) on the
                 basis of the benefits of individuals which would have been
                 described in such Section 12.6(c) under the Plan as in effect
                 at the beginning of the five (5) year period ending on the date
                 of Plan termination.

          (2)    If the assets available for allocation under subparagraph (1)
                 above are sufficient to satisfy in full the benefits described
                 in such subparagraph (without regard to this subparagraph),
                 then for purposes of subparagraph (1) the benefits of
                 individuals described in such subparagraph shall be determined
                 on the basis of the Plan as amended by the most recent Plan
                 amendment effective during such five (5) year period under
                 which the assets available for allocation are sufficient to
                 satisfy in full the benefits of individuals described in
                 subparagraph (1), and any assets remaining shall be allocated
                 under subparagraph (1) on the basis of the Plan as amended by
                 the next succeeding Plan amendment effective during such five
                 (5) year period.

          (d)    If the Secretary of the Treasury (or his delegate) determines
that any allocation made pursuant to this Section 12.7 (without regard to this
paragraph) results in discrimination prohibited by Section 401(a)(4) of the
Code, then, if required to prevent the disqualification of the Plan (or the
Trust Fund) under the Code, the assets allocated under Sections 12.6(b)(2),
12.6(c) and 12.6(d) shall be reallocated to the extent necessary to avoid such
discrimination.

          (e)    If the assets allocable pursuant to this Section 12.7 shall
prove to be insufficient to provide the benefits specified for all members of a
group within a particular level of priority specified therein, then the assets
allocable to the members of that group within the particular priorities shall be
allocated among members in that group in the following order:

          (1)    First, to provide benefits for Participants who have retired
                 and to provide benefits to Beneficiaries of Participants who
                 have died.

          (2)    Second, to provide benefits for all Participants who have
                 attained their Normal Retirement Age but have not yet retired.

          (3)    Third, to provide benefits for all Participants not included
                 above who would have qualified for an Early Retirement Pension
                 on the date of the termination of the Plan.

                                      -42-

<PAGE>

          (4)    Fourth, to provide benefits for all other Participants.

          (f)    Except as may be otherwise required by the Pension Benefit
Guaranty Corporation, Pensions payable to any Participant or Beneficiary
described in Sections 12.6(a) and 12.6(b) above shall continue to be paid or
shall become payable on the first day of the month following the allocation of
Plan assets, and all other Pensions shall be payable on the Participant's Normal
Retirement Age.

          (g)    If, after a diligent search, the Committee is unable to locate
any Participant or Beneficiary entitled to benefits under the Plan, an amount
equal to the designated benefit, as defined in Section 4050 of ERISA, shall be
transferred to the Pension Benefit Guaranty Corporation in accordance with said
Section 4050, which shall fully discharge all liability of the Plan with respect
to such Participant or Beneficiary.

          12.8   Distribution Procedures.

          (a)    The Plan's actuary shall calculate the allocation of assets of
the Trust Fund in accordance with the above priority categories and shall
certify his calculations to the Employer, the Trustee and the Committee.

          (b)    The provisions of Section 12.6 and 12.7 are intended to comply
with the provisions of ERISA. If there is any discrepancy between Sections 12.6
and 12.7 and the provisions of ERISA, such discrepancy shall be resolved in such
a way as to comply with ERISA.

          (c)    Anything to the contrary notwithstanding, no liquidation of
assets and payment of benefits (or provision therefor) shall actually be made by
the Trustee until after it is advised by the Employer in writing that the
applicable requirements, if any, of ERISA governing the termination of employee
pension benefit plans have been, or are being complied with, or that appropriate
authorizations, waivers, exemptions or variances have been, or are being,
obtained.

          (d)    Effective as of the date established in regulations issued
under Section 4050 of ERISA, if the Committee is unable after a diligent effort
to locate any Participant entitled to receive benefits under the Plan, the
Trustee shall transfer the applicable amount determined under Section 4050 of
ERISA to the Pension Benefit Guaranty Corporation, which shall fully discharge
all liability of the Plan with respect to such Participant.

          12.9   Residual Amounts. In no event shall the Employer receive any
amounts from the Trust Fund upon termination of the Plan other than as permitted
by Article XIII, except that, and notwithstanding any other provision of the
Plan, the Employer shall receive such amounts, if any, as may remain after the
satisfaction of all liabilities of the Plan and arising out of any variations
between actual requirements and expected actuarial requirements.

                                      -43-

<PAGE>

          12.10  Merger, Consolidation or Transfer of Assets or Liabilities. In
the case of a merger, consolidation or transfer of assets or liabilities to any
other qualified employee plan, each Participant in the Plan shall (if the Plan
had then terminated) receive a benefit immediately after such merger,
consolidation or transfer of assets or liabilities which is equal to or greater
than the benefit that the Participant would have been entitled to receive
immediately before the merger, consolidation or transfer of assets or
liabilities (if the Plan had then terminated).

                                      -44-

<PAGE>

                                  ARTICLE XIII
                                  ------------

                            NO REVERSION TO EMPLOYER
                            ------------------------

          13.1   Trust Fund Recovery.

          (a)    Except as otherwise expressly provided herein, no part of the
corpus or income of the Trust Fund shall revert to the Employer or be used for,
or diverted to, purposes other than for the exclusive benefit of Participants
and their Beneficiaries and payment of the expenses of the Plan and Trust.

          (b)    In the event that any portion of a contribution is made by the
Employer to the Plan because of either a good faith mistake of fact or a good
faith mistake in determining that such contribution is deductible in the Plan
Year for which such contribution is made under Section 404 of the Code, the
Trustee shall return to the Employer, upon written notice thereof, an amount
equal to the portion of such contribution which would not have been made but for
such mistake of fact, or which is determined to be non-deductible, as the case
may be, subject to the following conditions and limitations. No amount shall be
returned to the Employer pursuant to this paragraph (b) unless such amount is
returned not later than one year after the date on which the contribution was
made in the case of a contribution based on a mistake of fact was made, or the
date on which the deduction is disallowed in case of a contribution mistakenly
believed to be deductible. For purposes of the preceding sentence, a deduction
shall be considered to be disallowed on either (i) the day on which the Employer
voluntarily files an amended federal income tax return correcting the error;
(ii) the day on which the Internal Revenue Service issues a statutory notice of
deficiency, notice of final partnership or S corporation administrative
adjustment, or other determination from which no further administrative appeal
is possible, which notice is based in whole or part upon disallowance of such
deduction, provided that, if applicable, no person files a timely petition for
judicial review of such determination; or (iii) if such a petition for judicial
review is filed, the day on which a final judgment is entered dismissing such
petition or upholding the disallowance of such deduction from which judgment no
further appeal is possible, or as to which the time for filing an appeal
expires. The amount returned to the Employer shall not include any earnings
attributable to the erroneous contribution, but shall be reduced by any losses
attributable thereto.

                                      -45-

<PAGE>

                                   ARTICLE XIV
                                   -----------

                               MULTIPLE EMPLOYERS
                               ------------------

          The Trust Fund may be commingled with other pension trust funds, in
which case it shall be held and invested as a single fund except as otherwise
provided in the Plan, but at all times the portion of the Trust Fund
attributable to Participants employed by the Employer shall be ascertainable by
the Committee. The adoption of this Plan by an Employer shall not create a joint
venture or partnership relation between it and any other party thereto, nor
shall such action ever be construed as having that effect. Any rights, duties,
liabilities and obligations assumed hereunder by the Employer, or imposed upon
it under or as a result of the terms and provisions hereof, shall relate to and
only affect the Employer above.

                                      -46-

<PAGE>

                                   ARTICLE XV
                                   ----------

                                  MISCELLANEOUS
                                  -------------

          15.1   Limitation of Liability. Neither the Employer, the Company, nor
any member of the Committee, nor any Trustee acting hereunder, shall be liable
in any manner if the Trust Fund should be insufficient to provide for the
payment of benefits called for by the Plan.

          15.2   Reference to Other Documents. Wherever in the Plan reference is
made to Participants' rights under the Plan, it shall be construed as reference
to Participants' rights also under any other instrument, trust agreement or
insurance or annuity contract created or entered into to effect the purpose of
the Plan.

          15.3   Governing Law. This Plan shall be regulated, construed and
administered under the laws of the State of North Carolina to the extent that
such laws are not pre-empted by the laws of the United States of America.

          15.4   Severability. In the event that any provision of this Plan
shall be held illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining provisions of this Plan, but such remaining
provisions shall be fully severable and this Plan shall be construed and
enforced as if said illegal or invalid provision had never been inserted
therein.

          15.5   Litigation. In any action or proceeding regarding the assets or
administration of the Plan, Employees, former Employees, Participants,
Beneficiaries or any other persons having or claiming to have an interest in the
Plan shall not be necessary parties and shall not be entitled to any notice or
process. Any final judgment which is not appealed or appealable and may be
entered in any such action or proceeding shall be binding and conclusive on the
parties hereto and all persons having or claiming to have any interest in this
Plan. To the extent permitted by law, if a legal action is begun against the
Company, the Employer, the Plan Administrator, the Committee, or the Trustee by
or on behalf of any person and such action results adversely to such person or
if a legal action arises because of conflicting claims to a Participant's or
other person's benefits, the costs to the Company, the Employer, the Plan
Administrator, the Committee, or the Trustee of defending the action will be
charged to the amounts, if any, which were involved in the action or were
payable to the Participant or other person concerned. To the extent permitted by
applicable law, acceptance of participation in the Plan shall constitute a
release of the Company, the Employer, the Plan Administrator, the Committee, and
the Trustee and their respective agents from any and all liability and
obligation not involving willful misconduct or gross neglect.

          15.6   Conformance with Code and ERISA. The Plan is intended to comply
in all respects with the requirements of Section 401(a) of the Code and Titles I
and IV of ERISA, and shall be so construed. References to specific provisions of
the Code or ERISA in certain provisions of the Plan shall not be construed to
limit reference to other provisions of the Code or ERISA in construing other
provisions of the Plan where such reference is consistent with the purpose of
the Plan. If any provision of the Code or ERISA is amended, any reference in the
Plan to such provision shall, if appropriate in the context and consistent with
the purpose of the Plan, be deemed to refer to any successor to such provision.

          15.7   Adequacy of Evidence. Evidence that is required of anyone under
this Plan shall be executed or presented by proper individuals or parties and
may be in the form of

                                      -47-

<PAGE>

certificates, affidavits, documents or other information which the person acting
on such evidence considers pertinent and reliable.

          15.8   Waiver of Notice. Any notice under this Plan may be waived by
the person entitled to notice.

          15.9   Successors. This Plan will be binding on the Company and
Employer, and on all persons entitled to benefits hereunder, and their
respective successor, heirs and legal representatives.

          15.10  Validity of Actions. Any action by any person purporting to act
on behalf of the Company, the Employer, or any fiduciary pursuant to this Plan
may be ratified by the person on whose behalf the action is taken, which shall
have the same effect as if such action was originally authorized. Any action by
the Company, the Employer or any fiduciary under the Plan, or by any person
acting on behalf of the Company, the Employer or any fiduciary, which fails to
comply with any procedural requirement of the Plan shall nevertheless be given
effect to the extent equitable and consistent with the purposes of the Plan.

                                      -48-

<PAGE>

               RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES
               ---------------------------------------------------
                                       OF
                                       --
                         KEWAUNEE SCIENTIFIC CORPORATION
                         -------------------------------

                                    EXHIBIT A
                                    ---------

          This Exhibit A, attached to and made a part of the Plan, states that
the unisex option factors which are used under the Plan are based upon the 1983
Group Annuity Mortality Table (Unisex) as follows:

                                      -49-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2.A
<SEQUENCE>5
<FILENAME>dex102a.txt
<DESCRIPTION>FIRST AMENDMENT TO THE RE-ESTABLISHED RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.2A

                                 FIRST AMENDMENT
                                     TO THE
              REESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES OF
                         KEWAUNEE SCIENTIFIC CORPORATION
                 (As Amended and Restated Effective May 1, 2001)

                                    RECITALS

     WHEREAS, Kewuanee Scientific Corporation (the "Company") sponsors and
maintains the Reestablished Retirement Plan for Hourly Employees of Kewaunee
Scientific Corporation (the "Plan"), which was most recently amended and
restated in its entirety effective as of May 1, 2001; and

     WHEREAS, the Compensation Committee of the Board of Directors of the
Company has determined that it is desirable to amend the Plan, effective as of
May 1, 2003, to prospectively increase the current benefit levels under the
Plan; and

     WHEREAS, the Compensation Committee of the Board of Directors of the
Company, in a meeting held on February 24, 2003, approved the adoption of the
First Amendment to the Plan which accomplishes said change, in accordance with
Section 12.2 of the Plan and the limitations thereof.

     NOW THEREFORE, in accordance with the resolutions of the Compensation
Committee of the Board of Directors of the Company, the Plan is hereby amended
in the particulars as follows, which hereinafter shall constitute the First
Amendment to the Plan and be effective as of May 1, 2003.

                                    AMENDMENT

     FIRST: Section 6.2(a) of the Plan is hereby amended as follows:

     "(a) Subject to paragraphs (b), (c) and (d), a Participant's Accrued
Benefit under the Plan is the monthly benefit amount payable in the form of a
single life annuity commencing at Normal Retirement Age (or Actuarial Equivalent
thereof) equal to the Participant's total number of Years of Credited Service
multiplied by $9.00 with respect to the Participant's Years of Credited Service
earned prior to January 1, 2003. For Participant's retiring on or after May 1,
2003, a Participant's total number of Years of Credited Service earned beginning
on after January 1, 2003, shall be multiplied by $11.00 in determining the
Participant's Accrued Benefit. Notwithstanding the foregoing, the Accrued
Benefit of any Participant who terminates employment with the Company prior to
May 1, 2003, shall be determined by multiplying the Participant's total Years of
Credited Service by $9.00. A Participant's benefit or prior plan participant's
benefit amount as determined above shall be offset by the value of the benefit
distributed to or for the benefit of the Participant from the prior plan, if
any."

<PAGE>

     SECOND: A new paragraph is added to Section 6.2 of the Plan as follows:

     "(d) In the event this Section 6.2 of the Plan is amended to modify the
manner in which a Participant's Accrued Benefit under the Plan is determined, no
such modification shall result in, or be interpreted in a manner which results
in, the reduction in the Participant's Accrued Benefit prior to such
modification or amendment.

                                      * * *

     IN WITNESS WHEREOF, the Compensation Committee of the Board of Directors of
the Company has caused these presents to be signed on its behalf by its officers
duly authorized, this 1/st/ day of April, 2003.


                                           KEWAUNEE SCIENTIFIC CORPORATION


                                           By:       /s/ James J. Rossi
                                              ----------------------------------
                                                      On behalf of the
                                                Compensation Committee of the
                                              Board of Directors of the Company

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21.E
<SEQUENCE>6
<FILENAME>dex1021e.txt
<DESCRIPTION>SIXTH AMENDMENT TO THE DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

                                                                  Exhibit 10.21E

                             SIXTH AMENDMENT TO THE
                         KEWAUNEE SCIENTIFIC CORPORATION

                    401+ EXECUTIVE DEFERRED COMPENSATION PLAN


1.  The third sentence of Section 3.1 is amended to read as follows:

       "Such amount or rate of compensation deferred shall not exceed the excess
       of (i) sixty  percent  of the  Participant's  compensation  on a combined
       basis with (ii) the  maximum  amount of Deferral  Contributions  that the
       Participant  is authorized to elect for the Plan Year under the Incentive
       Savings Plan."

2.  The amendment made herein shall take effect on January 1, 2003.

3.  In all other respects, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this
29/th/ day of December, 2002.


                                           KEWAUNEE SCIENTIFIC CORPORATION


                                           By:       /s/ James J. Rossi
                                              ----------------------------------
                                               Vice President, Human Resources

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21.F
<SEQUENCE>7
<FILENAME>dex1021f.txt
<DESCRIPTION>SEVENTH AMENDMENT TO DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.21F
                                SEVENTH AMENDMENT
                                     TO THE
                         KEWAUNEE SCIENTIFIC CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                           (Effective January 1, 1992)

                                    RECITALS

     WHEREAS, Kewaunee Scientific Corporation (the "Company") sponsors and
maintains the Kewaunee Scientific Corporation Executive Deferred Compensation
Plan (the "Plan"), which was most recently amended and restated in order to
incorporate amendments one through four that had been made to the Plan; and

     WHEREAS, the Board of Directors of the Company, upon the recommendation of
the Compensation Committee, has determined that it is desirable to amend the
Plan, effective as of March 1, 2003, to increase the amount of Supplemental
Company Matching Contributions made with respect to a Participant's Pay Deferral
Contributions; and

     WHEREAS, the Board of Directors of the Company, upon the recommendation of
the Compensation Committee, has further determined that it is desirable to amend
the Plan to grant Participant's a one-time election to increase the amount of
their Pay Deferral Contributions in order to take advantage of the increase in
the amount of Supplemental Company Matching Contributions, with such election
being effective with respect to compensation earned on and after April 1, 2003.

     NOW THEREFORE, in accordance with the resolutions of the Board of Directors
of the Company, the Plan is hereby amended in the particulars as follows, which
hereinafter shall constitute the First Amendment to the Plan.

                                    AMENDMENT

     FIRST: Effective as of March 1, 2003, Section 3.1 of the Plan is amended to
add the following language to the end thereof:

     "3.1 Pay Deferral Election and Account. Notwithstanding the foregoing,
effective as of March 1, 2003, each individual who is a Participant hereunder as
of said date, may make a one-time election to increase his or her pay deferral
election with respect to his or her compensation which is payable beginning on
and after April 1, 2003. With the exception of the availability of the one-time
election mentioned in the foregoing sentence, any and all other pay deferral
elections under the Plan shall be made in accordance with the rules in effect
prior to March 1, 2003."

<PAGE>

     SECOND: Effective as of March 1, 2003, Section 4.1 of the Plan is amended
in its entirety to replace the present language with the language as follows:

     "4.1 Supplemental Company Matching Contributions. For each Plan Year
commencing prior to March 1, 2003, and for the period beginning January 1, 2003
and ending February 28, 2003, the Company shall make supplemental matching
contributions on behalf of each Participant in an amount equal to 50 percent of
the Participant's pay deferral contributions under Section 3.1 for such Plan
Year but not to exceed (i) four percent of the Participant's compensation for
the Plan Year (determined without regard to any limit on the total amount of
compensation that may be considered under the Company's Incentive Savings Plan)
reduced by (ii) the amount of Matching Contributions made on behalf of the
Participant under the Company's Incentive Savings Plan for the Plan Year.
Effective as of March 1, 2003 and for each Plan Year beginning thereafter, the
Company shall make supplemental matching contributions on behalf of each
Participant in an amount equal to 50 percent of the Participant's pay deferral
contributions under Section 3.1 for such Plan Year but not to exceed (i) six
percent of the Participant's compensation for the Plan Year (determined without
regard to any limit on the total amount of compensation that may be considered
under the Company's Incentive Savings Plan) reduced by (ii) the amount of
Matching Contributions made on behalf of the Participant under the Company's
Incentive Savings Plan for the Plan Year. The amount of the matching
contributions made hereunder shall be credited as described in Section 4.2 to a
bookkeeping account to be maintained on behalf of each Participant, to be called
the Supplemental Company Matching Account."

                                      * * *

     IN WITNESS WHEREOF, the Compensation Committee of the Board of Directors of
the Company has caused these amendments to be signed on its behalf by its
officers duly authorized, this 28/th/ day of February, 2003.


                                           KEWAUNEE SCIENTIFIC CORPORATION


                                           By:       /s/  James J. Rossi
                                              ----------------------------------
                                                      On behalf of the
                                                Compensation Committee of the
                                              Board of Directors of the Company

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.34.B
<SEQUENCE>8
<FILENAME>dex1034b.txt
<DESCRIPTION>AMENDMENTS (12) TO THE 401(K) INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.34B
                         KEWAUNEE SCIENTIFIC CORPORATION

                       AMENDMENTS DATED DECEMBER 17, 2002
                                     TO THE
                           401K INCENTIVE SAVINGS PLAN
                        FOR SALARIED AND HOURLY EMPLOYEES


1.  The Entry Date for employee deferrals is changed from "January 1 and July 1
    of each year, after six months of employment," to "three months of
    employment" and to "the first day of each month."

2.  The maximum deferral is raised from 15% to 60%.

3.  The Contact Name is changed from "James J. Rossi," to "Administrator."

4.  Change to reflect severance pay is excluded from monies to be considered in
    any Company match.

5.  The frequency for changing the percent deferred is changed from once a year
    to monthly, on a prospective basis.

6.  Clarify that "qualified non-elective Employer Contributions shall be
    allocated to participants as a percentage of the lowest paid participants."

7.  Change to allow in-bound rollovers of after-tax money from other qualified
    plans.

8.  For hardship withdrawals, the minimum amount is changed to $500, down from
    $1,000.

9.  The coverage or eligibility requirement is changed from age 21 to 20.

10. Change to allow automated enrollments and educational services at no
    additional charge to the Company.

11. Change participant loans, after-tax withdrawals, and normal distributions
    due to terminations and/or retirements from sponsor (Kewaunee) approved
    transactions to pre-approved transactions.

12. Fidelity will restate the plan Documents and the Adoption Agreement to
    reflect the above changes, as well as certain deminimis administrative
    changes and/or GUST changes previously approved.

All the amendments  would be effective as of January 1, 2003,  except those that
are affected by the elimination of the annuities distribution  amendment,  which
would be effective on February 10, 2003.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>9
<FILENAME>dex1044.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.44
                                CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT

     AGREEMENT by and between Kewaunee Scientific Corporation, a Delaware
corporation (the "Company") and Kenneth E. Sparks (the "Executive"), dated as of
the 28th day of February, 2003.

     The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company. The Board believes it is imperative to diminish the distraction of
the Executive by virtue of the personal uncertainties and risks created by a
pending or threatened Change of Control and to encourage the Executive's full
attention and dedication to the Company currently and in the event of any
threatened or pending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a Change of Control which ensure
that the compensation and benefits expectations of the Executive will be
satisfied and which are competitive with those of other corporations. Therefore,
in order to accomplish these objectives the Board has caused the Company to
enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.  Change of Control Date. (a) The "Change of Control Date" shall mean the
first date during the term of this Agreement on which a Change of Control (as
defined in Section 2) occurs. Anything in this Agreement to the contrary
notwithstanding, if a Change of Control occurs and if the Executive's employment
with the Company is terminated prior to the date on which the Change of Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change of Control or (ii) otherwise
arose in connection with or in anticipation of a Change of Control, then for all
purposes of this Agreement the "Change of Control Date" shall mean the date
immediately prior to the date of such termination of employment.

         (b)  The term of this Agreement shall commence on the date hereof and,
if no Change of Control occurs, shall end on January 20, 2006, subject to
extension by mutual agreement of the parties. If a Change of Control Date occurs
on or before such date, the term of this Agreement shall end on the later of the
last day of the Employment Period as defined in Section 3 (whether such date is
prior to or after such date) or the end of the Protection Period as defined in
Section 6.

     2.  Change of Control. For the purpose of this Agreement, a "Change of
Control" shall mean:

         (a)  The consummation of a transaction in which the Company is merged,
consolidated or reorganized into or with another corporation or other legal

<PAGE>

entity, if as a result of such transaction less than 50% of the outstanding
voting securities or other capital interests of the surviving, resulting or
acquiring entity are owned in the aggregate, directly or indirectly, by the
stockholders of the Company immediately prior to such transaction; or

         (b)  The sale or exchange of more than 50% of the outstanding shares of
common stock of the Company pursuant to an offer made generally for the
acquisition of the common stock of the Company, unless as a result of such
exchange at least 50% of the outstanding voting securities or other capital
interests of the acquiring entity are owned in the aggregate, directly or
indirectly, by the stockholders of the Company immediately prior to such
transaction; or

         (c)  The sale by the Company of all or substantially all of its
business and/or assets to any other corporation or other legal entity, if less
than 50% of the outstanding voting securities or other capital interests of the
acquiring entity are owned in the aggregate, directly or indirectly, by the
persons who were stockholders of the Company immediately before or after such
date; or

         (d)  A change in the membership of the Board such that the persons who
were members of the Board on the date of this Agreement (the "Original
Directors") cease to constitute at least a majority of the Board. For this
purpose, any person whose election, or nomination for election by the
stockholders, is approved by a vote of at least two-thirds of the Original
Directors who are still in office shall be considered an Original Director for
all purposes (including approving the election or nomination of subsequent
directors).

         (e)  Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

     3.  Employment Period. The Company hereby agrees to continue the Executive
in its employ, subject to the terms and conditions of this Agreement, for the
period (the "Employment Period")commencing on the Change of Control Date and
ending on the third anniversary of such date, unless sooner terminated pursuant
to Section 5.

     4.  Terms of Employment. (a) Position and Duties.


              (i)   During the Employment Period, (A) the Executive's position
(including status, offices, titles and reporting requirements), authority,
duties and responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and assigned to the
Executive at any time during the 120-day period immediately preceding the Change
of Control Date and (B) the Executive's services shall be performed within the
Statesville/Charlotte, North Carolina, area, unless he otherwise consents.
Subject to the foregoing, the Executive may be transferred to the payroll of an
entity that is controlled by, or controls, the Company, and in such event the
term "Company" shall be deemed to include such entity.

                                       2

<PAGE>

              (ii)  During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote his attention and time during normal business hours to the business
and affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. It shall not be a violation of this Agreement for the
Executive to (A) serve on corporate, civic or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments, so long as such activities do
not significantly interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.

         (b)  Compensation.

              (i)   Base Salary. During the Employment Period, the Executive
shall receive an annual base salary ("Annual Base Salary"), which shall be paid
at a monthly rate, at least equal to twelve times the highest monthly base
salary paid or payable, including any base salary which has been earned but
deferred, to the Executive by the Company in respect of the twelve-month period
immediately preceding the month in which the Change of Control Date occurs.
During the Employment Period, the Annual Base Salary shall be reviewed no more
than 12 months after the last salary increase awarded to the Executive prior to
the Change of Control Date and thereafter at least annually. Any increase in
Annual Base Salary shall not serve to limit or reduce any other obligation to
the Executive under this Agreement. Annual Base Salary shall not be reduced
after any such increase and the term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so increased.

              (ii)  Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus (the "Annual Bonus") in cash at least equal to the
average of the Executive's bonus under the Company's annual incentive bonus plan
or any comparable bonus under any predecessor or successor plan, for the last
three full fiscal years prior to the Change of Control Date (annualized in the
event that the Executive was not employed by the Company for the whole of such
fiscal year) (the "Average Annual Bonus"). Each such Annual Bonus shall be paid
no later than the end of the second month of the fiscal year next following the
fiscal year for which the Annual Bonus is awarded, unless the Executive shall
elect to defer the receipt of such Annual Bonus.

              (iii) Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, stock option, savings and retirement plans, practices, policies and
programs applicable generally to other peer executives of the Company but in no
event shall such plans, practices, policies and programs provide the Executive
with incentive opportunities, savings opportunities and retirement benefit
opportunities, in each case, less favorable than the most favorable of those
provided by the Company for the Executive under such plans, practices, policies
and programs as in effect at any time during the 120-day

                                       3

<PAGE>

period immediately preceding the Change of Control Date, except that the
foregoing shall not be construed to require the Company to provide stock options
if the Company does not maintain a stock option plan following the Change of
Control, and benefits may be reduced under a tax qualified plan if substitute
benefits are provided under a nonqualified plan.

              (iv)  Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans
and programs) to the extent applicable generally to other peer executives of the
Company but in no event shall such plans, practices, policies and programs
provide the Executive with benefits which are less favorable, in the aggregate,
than the most favorable of such plans, practices, policies and programs in
effect for the Executive at any time during the 120-day period immediately
preceding the Change of Control Date.

              (v)   Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the policies, practices and procedures of
the Company in effect for the Executive at any time during the 120-day period
immediately preceding the Change of Control Date.

              (vi)  Fringe Benefits. During the Employment Period, the Executive
shall be entitled to fringe benefits, in accordance with the most favorable
plans, practices, programs and policies of the Company in effect for the
Executive at any time during the 120-day period immediately preceding the Change
of Control Date.

              (vii) Office and Support Staff. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to personal secretarial and other
assistance, at least equal to those provided to the Executive by the Company at
any time during the 120-day period immediately preceding the Change of Control
Date.

              (viii) Vacation. During the Employment Period, the Executive shall
be entitled to paid vacations in accordance with the plans, policies, programs
and practices of the Company at least as favorable as those in effect for the
Executive at any time during the 120-day period immediately preceding the Change
of Control Date.

     5.  Termination of Employment. (a) Disability. If the Company determines in
good faith that Disability of the Executive has occurred during the Employment
Period (pursuant to the definition of Disability set forth below), it may give
to the Executive written notice in accordance with Section 11(b) of this
Agreement of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such

                                       4

<PAGE>

receipt, the Executive shall not have returned to full-time performance of the
Executive's duties. For purposes of this Agreement, "Disability" shall mean the
absence of the Executive from the Executive's duties with the Company on a
full-time basis for 180 consecutive days as a result of incapacity due to mental
or physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and reasonably acceptable to the
Executive or the Executive's legal representative.

         (b)  Cause. The Company may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, "Cause" shall
mean:

              (i)   the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board or the Chief Executive Officer of the
Company which specifically identifies the manner in which the Board or Chief
Executive Officer believes that the Executive has not substantially performed
the Executive's duties, or

              (ii)  the willful engaging by the Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or
a senior officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company. The cessation
of employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the Board (or the Executive Committee of the Board) at a meeting
of the Board (or Executive Committee) called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board (or Executive
Committee)), finding that, in the good faith opinion of the Board (or Executive
Committee), the Executive is guilty of the conduct described in subparagraph (i)
or (ii) above, and specifying the particulars thereof in detail.

         (c)  Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean:

              (i)   the assignment to the Executive of any duties inconsistent
in any material respect with the Executive's position (including status,
offices, titles and

                                       5

<PAGE>

reporting requirements), authority, duties or responsibilities as contemplated
by Section 4(a) of this Agreement, or any other action by the Company which
results in a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated and insubstantial action not taken in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Executive;

              (ii)  any failure by the Company to comply with any of the
provisions of Section 4(b) of this Agreement, other than failure not occurring
in bad faith and which is remedied by the Company promptly after receipt of
notice thereof given by the Executive;

              (iii) the Company's requiring the Executive to be based at any
office or location other than as provided in Section 4(a)(i)(B) hereof or the
Company's requiring the Executive without his consent to travel on Company
business to a substantially greater extent than required immediately prior to
the Change of Control Date;

              (iv)  any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement; or

              (v)   any failure by the Company to comply with and satisfy
Section 10(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

         (d)  Notice of Termination. Any termination by the Company for cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 11(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

         (e)  Date of Termination. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated

                                       6

<PAGE>

by the Company other than for Cause or Disability, the date on which the Company
notifies the Executive of such termination and (iii) if the Executive's
employment is terminated by reason of death or Disability, the date of death of
the Executive or the Disability Effective Date, as the case may be. The
Employment Period shall end on the Date of Termination.

     6.  Obligations of the Company upon Termination. (a) Termination by Company
Not for Cause; Resignation by Executive for Good Reason. If, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability or the Executive shall terminate employment for
Good Reason, then, in addition to all compensation that has been earned but not
yet paid on the Date of Termination, the Executive shall be entitled to the
following. The amounts to be paid to the Executive pursuant to subparagraphs (i)
through (iv), as applicable, shall be paid in a lump sum in cash within 30 days
after the Date of Termination. All references in subparagraphs (ii) through (iv)
to specific employee benefit plans shall be appropriately adjusted to refer to
any amendments or successors to such plans as in effect on the Date of
Termination, subject to Section 4(b).

              (i)   The Company shall pay to the Executive an amount equal to
either:

                    A.  if the Date of Termination occurs on or before
     the first anniversary of the Change of Control Date, the sum of
     the Executive's Annual Base Salary plus his Average Annual Bonus;
     or

                    B.  if the Date of Termination occurs after the
     first anniversary of the Change of Control Date, one-half the sum
     of the Executive's Annual Base Salary plus his Average Annual
     Bonus.

              (ii)  If the Executive is a participant in the Kewaunee Scientific
Corporation Pension Equalization Plan (the "Equalization Plan"), his benefit
under the Equalization Plan shall be paid in a single lump sum computed as
provided in Section 3.2 of the Equalization Plan regardless of whether it
exceeds $20,000, and shall be increased by an amount equal to the additional
benefit the Executive would have accrued under both the Equalization Plan and
the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific
Corporation (the "Retirement Plan") if the Executive's employment had continued
until the end of the Protection Period as defined below, based on the assumption
that the Executive's compensation throughout the Protection Period would have
been that required by Section 4(b)(i) and Section 4(b)(ii). The provisions of
this Section 6(a)(ii) shall be considered an amendment to the Equalization Plan
consented to by the Executive. For purposes of this Agreement, the "Protection
Period" shall mean a period that begins on the Date of Termination and ends on
the first anniversary of the Date of Termination if the Date of Termination
occurs on or before the first anniversary of the Change of Control Date, or the
date that is six months after the Date of Termination if the Date of Termination
occurs after the first anniversary of the Change of Control Date.

                                       7

<PAGE>

              (iii) If the Executive is a participant in the Kewaunee Scientific
Corporation Executive Deferred Compensation Plan (the "Deferred Compensation
Plan"), his benefit under the Deferred Compensation Plan shall be paid in a
single lump sum pursuant to Section 5.2 of the Deferred Compensation Plan
regardless of whether he had elected a different form of benefit, and shall be
increased by an amount equal to the additional employer matching contributions
the Executive would have received under both the Deferred Compensation Plan and
the 401K Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee
Scientific Corporation as if the Executive's employment had continued until the
end of the Protection Period, based on the assumption that the Executive's
compensation throughout the Protection Period would have been that required by
Section 4(b)(i) and Section 4(b)(ii), and that the Executive's would have
elected to defer his compensation under both such plans at the same rate that he
had elected immediately prior to the Termination Date. The provisions of this
Section 6(a)(iii) shall be considered an amendment to the Deferred Compensation
Plan consented to by the Executive.

              (iv)  If the Executive is a participant in the Kewaunee Scientific
Corporation Special Employee Benefit Plan (the "SEBP"), he shall also receive a
payment equal to the present value of the vested death benefit, if any, to which
the Executive's beneficiaries would have been entitled under the SEBP if the
Executive's employment had continued until the end of the Protection Period,
based on the assumption that the Executive's compensation throughout the
Protection Period would have been that required by Section 4(b)(i) and Section
4(b)(ii). Such present value shall be determined as if the death benefit were
payable at the end of the Executive's life expectancy, determined as of the date
of payment, and discounted to the date of payment, using the same mortality and
interest rate assumptions used to calculate lump sum benefits under the
Retirement Plan. The provisions of this Section 6(a)(iv) shall be considered an
amendment to the SEBP consented to by the Executive, and the amount of such
payment shall be in full satisfaction of all amounts owed to the Executive's
beneficiaries under the SEBP.

              (v)   During the Protection Period, or such longer period as may
be provided by the terms of the appropriate plan, program, practice or policy,
the Company shall continue benefits to the Executive and/or the Executive's
family at least equal to those which would have been provided to them in
accordance with the plans, programs, practices and policies described in Section
4(b)(iv) of this Agreement as if the Executive's employment had not been
terminated or, if more favorable to the Executive, as in effect generally at any
time thereafter with respect to other peer executives of the Company and their
families, provided, however, that if the Executive becomes reemployed with
another employer and is eligible to receive medical or other welfare benefits
under another employer-provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other plan
during such applicable period of eligibility, and for purposes of determining
eligibility (but not the time of commencement of benefits) of the Executive for
retiree benefits pursuant to such plans, practices, programs and policies, the
Executive shall be considered to have remained employed until the end of the
Protection Period and to have retired on the last day of the Protection Period.

                                       8

<PAGE>

         (b)  Death. If the Executive dies during the Employment Period, this
Agreement shall terminate without further obligation to the Executive or his
estate other than the obligation to pay any compensation or benefits that have
been earned but not paid on the Date of Termination, and any post-termination,
life insurance or death benefits that are provided under the Company's normal
benefit plans and policies; provided that the death benefits payable to the
Employee's beneficiaries or estate shall be at least equal to the most favorable
benefits provided by the Company to the estates and beneficiaries of peer
executives of the Company (taking into account differences in compensation)
under such plans, programs, practices and policies relating to death benefits,
if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Change of Control Date.

         (c)  Disability. If the Executive's employment shall be terminated
during the Employment Period by reason of the Executive's Disability, this
Agreement shall terminate without further obligation to the Executive other than
the obligation to pay any compensation or benefits that have been earned but not
paid on the Date of Termination, and any post-termination benefits or disability
benefits that are provided under the Company's normal benefit plans and
policies; provided that the disability benefits payable to the Executive shall
be at least equal to the most favorable of those generally provided by the
Company to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other peer executives and their families at any
time during the 120-day period immediately preceding the Change of Control Date.

         (d)  Cause; Other than for Good Reason. If the Executive's employment
shall be terminated for Cause during the Employment Period, or if the Executive
shall resign during the Employment Period other than for Good Reason this
Agreement shall terminate without further obligation to the Executive other than
the obligation to pay any compensation or benefits that have been earned but not
paid on the Date of Termination, and any post-termination benefits that are
provided under the Company's normal benefit plans and policies.

     7.  Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice (other than any severance pay plan) provided by the Company
and for which the Executive may qualify, nor, subject to Section 11(f), shall
anything herein limit or otherwise affect such rights as the Executive may have
under any contract or agreement with the Company. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the Company at
or subsequent to the Date of Termination shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement.

     8.  Full Settlement; Legal Fees. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or

                                       9

<PAGE>

other claim, right or action which the Company may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement and except as
specifically provided in Section 6(a)(iii), such amounts shall not be reduced
whether or not the Executive obtains other employment. The Company agrees to pay
as incurred, to the full extent permitted by law, all legal fees and expense
which the Executive may reasonably incur as a result of any contest by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof (whether such contest is between the Company and the Executive or
between either of them and any third party, and including as a result of any
contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f) (2) (A) of the Internal Revenue
Code of 1986, as amended (the "Code"); provided, however, that if the contest is
between the Executive and the Company, the Company shall be obligated to pay the
Executive's legal fees and expenses if the Executive prevails to any extent in
such contest.

     9.  Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company, and their respective businesses,
which shall have been obtained by the Executive during the Executive's
employment by the Company and which shall not be or become public knowledge
(other than by acts by the Executive or representatives of the Executive in
violation of this Agreement). After termination of the Executive's employment
with the Company, the Executive shall not, without the prior written consent of
the Company or as may otherwise be required by law or legal process, communicate
or divulge any such information, knowledge or data to anyone other than the
Company and those designated by it. In no event shall an asserted violation of
the provisions of this Section 9 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.

     10. Successors. (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

         (b)  This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

         (c)  The Company will 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 to assume
expressly 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. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

                                       10

<PAGE>

     11. Miscellaneous. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

         (b)  All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

         If to the Executive:     Kenneth E. Sparks
                                  149 Bath Creek Drive
                                  Mooresville, NC 28117

         If to the Company:       Kewaunee Scientific Corporation
                                  2700 West Front Street
                                  Statesville, NC 28677
                                  Attention: Chief Executive Officer

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

         (c)  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (d)  The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

         (e)  The Executive's or the Company's failure to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, the right of the Executive to terminate
employment for Good Reason pursuant to Section 5(c) (i)-(v) of this Agreement,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.

         (f)  The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will"
and, prior to the Change of Control Date, the Executive's employment may be
terminated by either the Executive or the Company at any time prior to the
Change of Control Date, in which case the Executive shall have no further rights
under this Agreement. From and after the Change of Control Date this Agreement
shall supersede any other agreement between the parties with respect to the
subject matter hereof.

                                       11

<PAGE>

     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.



                                           By:     /s/  Kenneth E. Sparks
                                              ----------------------------------
                                                      Kenneth E. Sparks


                                           KEWAUNEE SCIENTIFIC CORPORATION


                                           By:     /s/ William A. Shumaker
                                              ----------------------------------
                                                       President/CEO

                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>10
<FILENAME>dex1046.txt
<DESCRIPTION>INCENTIVE BONUS PLAN
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.46
                         KEWAUNEE SCIENTIFIC CORPORATION
                                FISCAL YEAR 2004
                              INCENTIVE BONUS PLAN


The Fiscal Year 2004 Incentive Bonus Plan (the Plan) will provide for a bonus
pool and bonus payouts based upon achievement of various levels of pre-tax
earnings (after bonus accruals) for the year and other conditions described
herein, as approved by the Company's Board of Directors. The Plan is proposed as
a one year plan for Fiscal Year 2004.

The provisions of the Plan are:

1.  Eligibility of Participants to Share in the Bonus Pool
    ------------------------------------------------------

    a.   Eligible participants of the Plan will be nominated by the President
         and approved by the Board of Directors, upon recommendation by the
         Compensation Committee. The bonus potential percentages for each
         participant in the Plan will also be approved by the Board of
         Directors, upon recommendation by the Compensation Committee.

    b.   Each participant will be eligible to share in the pool up to the
         specified percentage of his or her May 1, 2003 base salary.

    c.   In addition to individuals reporting directly to the President,
         managers fulfilling the following criteria are eligible to participate
         in the Plan:

         1.   Salary Grade 14 or above;
         2.   Seniority of one year or more;
         3.   Is not currently in another incentive plan (e.g., sales plan);
         4.   Is a direct report to a direct report to the President; or
         5.   Is a manager recommended by the President.

    d.   Participants in the Plan and their applicable bonus potential amounts
         are shown on Exhibits I through III to the Company's Fiscal Year 2004
         Bonus Schedules (all exhibits referred to on this Plan are exhibits to
         such schedules).

2.  Building of a Bonus Pool
    ------------------------

    a.   Division Pools


         .    The divisions (the Laboratory Products Group and the Technical
              Furniture Group) will start to accrue pools for potential bonus
              payouts once pre-tax operating earnings of each division reach the
              amounts shown as Goal 1 on Exhibits I and II, and maximum
              incentive bonus payouts will be accrued and available for payout
              based upon the guidelines shown on those exhibits.

<PAGE>

    b.   Non-divisional Corporate Pool

         .    A pool will start accumulating once pre-tax earnings reach the
              amounts shown on Exhibit III, and maximum bonus payouts will be
              accrued and available for payout based upon the guidelines shown
              on that exhibit.

3.  Bonus Payout Conditions
    -----------------------

         .    If the Company achieves pre-tax earnings less than the amounts
              shown on Exhibit III, no awards will be paid to any non-divisional
              corporate employee with that goal, except at the discretion of the
              Board of Directors, upon recommendation by the Compensation
              Committee.

         .    If a division achieves pre-tax earnings less than the amounts
              shown for it as Goal 1 on Exhibits I and II, no awards will be
              paid to its employees except at the discretion of the Board of
              Directors, upon recommendation by the Compensation Committee.

         .    All division participants will earn their awards dependent on
              their division's performance and their individual MBO performance.

         .    Beginning with the achievement of Goal 1, the bonus potential
              percentage for each participant is linear between each goal with
              the corresponding increase in pre-tax earnings, up to the
              individual's maximum bonus potential percentage.

         .    Positive or negative financial adjustments outside the control of
              management (such as, but not limited to, proceeds from insurance
              claims, gains or losses from the sale of capital assets, adoption
              of new generally accepted accounting pronouncements, etc.) will be
              assessed by the Board of Directors and the pre-tax earnings under
              the Plan may be adjusted for these items.

         .    Any portion of the bonus pool not awarded to participants will be
              retained by the Company.

         .    If a participant transfers between performance entities during the
              year, his or her incentive compensation will be based on the
              performance of the respective entities on a pro rata basis from
              his or her transfer date as determined by the President.

         .    A participant must be an employee of the Company on the last day
              of the plan year (April 30) to be eligible to receive a bonus. In
              unusual circumstances, however, the Board of Directors, upon
              recommendation by the Compensation Committee, may grant a
              discretionary bonus.

<PAGE>

         .    The Board of Directors, upon recommendation by the Compensation
              Committee, may approve the pro rata participation of a participant
              who joins the Company or who is appointed to a key position within
              the Company after the outset of the Plan year, with a pro rata
              increase in the bonus pool.

4.  Participant's Bonus Potential
    -----------------------------

    Each participant's bonus potential will be comprised of the following:

    .    A Fixed Bonus equal to 75% of each participant's bonus potential will
         be based on achievement of corporate or divisional pre-tax earnings
         goals, as set forth in the Plan, and

    .    A Discretionary Bonus up to the remaining 25% of each participant's
         bonus potential will be calculated, taking into account the
         participant's MBO achievements and other relevant factors during the
         year. The discretionary portion of each participant's bonus will take
         into account the participant's achievement of management goals
         established, and weighted, in July 2003, and approved by the President.
         The degree of achievement of these goals will be recommended by each
         participant's manager immediately subsequent to April 30, 2004, and the
         discretionary bonus, if any, will then be determined and awarded at the
         discretion of the Board of Directors, upon recommendation by the
         President and the Compensation Committee.

5.  The Plan may be amended at any time by the Board of Directors.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>11
<FILENAME>dex13.txt
<DESCRIPTION>ANNUAL REPORTS TO STOCKHOLDERS
<TEXT>
<PAGE>


2003 ANNUAL REPORT

Providing
quality
laboratory
and
technical
furniture
products
to
customers
worldwide

[LOGO OF KEWAUNEE(R) SCIENTIFIC CORPORATION]

<PAGE>

CORPORATE PROFILE

Kewaunee Scientific Corporation is a
recognized leader in the design,
manufacture, and installation of laboratory
and technical furniture. The Company's
corporate headquarters and manufacturing
facilities are located in Statesville,
North Carolina.

The Company produces laboratory
furniture,including both steel and wood
cabinetry, fume hoods, flexible systems,
and worksurfaces.

The Company also produces technical
furniture for the high-tech industry,
including steel cabinetry, workstations,
workbenches, computer enclosures, and
network storage systems.

<PAGE>

TABLE OF CONTENTS

 2  Letter to Stockholders
 4  Marketing and Operations Strategies
 8  Forward-Looking Statement Disclosure
 8  Management's Discussion and Analysis
12  Consolidated Financial Statements and Notes
25  Reports of Independent Accountants and Management
26  Summary of Selected Financial Data
27  Quarterly Financial Data
28  Corporate Information

FINANCIAL HIGHLIGHTS

KEWAUNEE SCIENTIFIC CORPORATION

$ in thousands, except per share amounts           2003           2002
- -------------------------------------------------------------------------
OPERATING DATA:
Net sales                                       $   71,163      $  84,849
- -------------------------------------------------------------------------
Earnings (loss) before income taxes             $     (891)     $   2,693
- -------------------------------------------------------------------------
Net earnings (loss)                             $     (342)*    $   1,900
- -------------------------------------------------------------------------
Net earnings (loss) per diluted share           $    (0.14)*    $    0.77
- -------------------------------------------------------------------------
Cash dividends per share                        $     0.28      $    0.28
=========================================================================

YEAR-END DATA:
Cash and cash equivalents                       $      520      $   1,747
- -------------------------------------------------------------------------
Net working capital                             $   11,658      $  14,817
- -------------------------------------------------------------------------
Total borrowings/long-term debt                 $    3,346      $   2,611
- -------------------------------------------------------------------------
Stockholders' equity                            $   25,938      $  26,912
- -------------------------------------------------------------------------
Book value per share                            $    10.46      $   10.90
- -------------------------------------------------------------------------
Closing market price per share                  $     8.37      $   10.60
=========================================================================

*    Excluding non-recurring costs, net earnings in fiscal year 2003 were
     $567,000, or $.23 per diluted share. See Management's Discussion and
     Analysis in this Annual Report for a further discussion of the financial
     results of the Company, including information regarding non-recurring
     costs.

                                                                               1

<PAGE>

LETTER TO STOCKHOLDERS

Fiscal year 2003 provided a number of  challenges  that  adversely  affected our
sales and  profitability,  as well as a number of successes  that have  Kewaunee
well-positioned for long-term growth and profitability.

Sales for the year were $71.2 million, a decline of 16.1% from fiscal year 2002
sales of $84.8 million. The primary factor in the lower sales was a decline in
the number of traditional mid-sized laboratory projects available in the
marketplace resulting from the weak global economy and uncertainty in the
financial markets. Over the past several years, projects of this size have been
an important part of our business. Such products are usually shipped within a
relatively short time, so almost immediately we began to experience lower than
expected sales. Recognizing the reduced opportunities for these projects, we
increased our focus on securing larger projects, an area of the marketplace
where sales have remained strong.

Capital investments in our factories over the past several years, and
particularly in fiscal year 2003, have significantly reduced our manufacturing
costs, making us more competitive in the marketplace. As a result, we were
successful in winning several large orders during the year, which will begin
shipping in the first quarter of fiscal year 2004. With these large orders, we
ended fiscal year 2003 with a record order backlog of $51.5 million, up 51% over
our order backlog of $34.2 million at April 30, 2002.

We also experienced a decline in sales of our technical products. Realizing the
market for telecommunications and high-tech furniture might not recover for some
time, we made the decision to close and sell our Lockhart, Texas facility and
consolidate all of our operations in Statesville, North Carolina. We completed
this relocation in the fourth quarter. This move has allowed us to reduce
expenses associated with our technical furniture business, while keeping us
positioned to take advantage of improvement in the market as it occurs.

During the year, we continued to invest in our manufacturing operations, with
major projects completed in each of our three Statesville plants. The most
significant project was in our metal furniture plant where we converted to a
state-of-the-art dry powder coating system from a wet paint process. This system
provides a number of benefits, including lower production costs and improved
paint quality. In our wood furniture plant, we upgraded our finishing
capabilities for our products which improved quality and reduced costs. In our
epoxy plant, we converted to the use of a self-contained bulk storage tank for
resin silica. This storage method lowered our raw material and handling costs.
These projects were key in allowing Kewaunee to now be considered an
environmentally-friendly ("green") company. In October, we moved into our new
distribution center near our manufacturing facility in Statesville. This
facility replaced several storage warehouses we rented around the city. The
combination of all of these projects has resulted in significantly lower
manufacturing and shipping costs, as well as improved quality for our products.

Fiscal year 2003 was a busy year for introductions of new laboratory products.
During the year, we continued to address the customers' desire for increased
flexibility and adaptability of today's laboratories, through the introductions
of a utility service distribution system and height-adjustable mobile work
centers. These products allow a laboratory to be reconfigured quickly and
inexpensively as research projects change.

In addition, we introduced two all-new, full overlay steel cabinet styles. The
square-edged and radius-edged designs produce a clean, architecturally-pleasing
look for today's modern laboratory. We also combined our steel and wood
manufacturing expertise to create new styles of cabinetry utilizing wood fronts
on steel cabinet bodies. The result of this pairing is laboratory furniture
which combines the strength of steel with the beauty and texture of wood. We
also introduced a new fume hood for the educational marketplace that provides
multi-sided visibility of the interior work chamber.

Our sales company in Singapore, Kewaunee Labway Asia Pte. Ltd., continues to be
our primary avenue for expanding Kewaunee's presence into the Asian markets.
This modest operation had another successful and profitable year, obtaining
several prestigious projects. We also began operations during the year of a new
subsidiary in Bangalore, India to support our existing sales operation in the
area. We are currently active in the Middle East, China, India, and Southeast
Asia.

2

<PAGE>

[PICTURE OF CORPORATE OFFICERS APPEARS HERE]

A net loss of $342,000, or $.14 per diluted share, was reported for fiscal year
2003. This loss included after-tax non-recurring costs of $909,000, or $.37 per
diluted share. The non-recurring costs included $695,000 associated with the
relocation of our technical products business and $214,000 associated with the
replacement of our paint system in Statesville. Excluding these non-recurring
costs, net earnings for the year were $567,000, or $.23 per diluted share. This
compares to net earnings in the previous year of $1.9 million, or $0.77 per
diluted share. See Management's Discussion and Analysis following this letter
for a further discussion of the financial results of the Company, including
information regarding non-recurring costs.

We believe Kewaunee is positioned for significantly improved sales and earnings
in fiscal year 2004. We begin the year with an order backlog of $51.5 million,
up over $17 million from the same time last year. This backlog provides us
positive momentum and a much-improved product mix for our factories. We are now
benefiting from reduced operating costs and are cautiously optimistic that the
marketplace for our laboratory products will continue to improve. We are also
encouraged by a recent modest increase in spending by customers in the high-tech
market.

Regarding the longer term, we remain very optimistic. The marketplace for
laboratory products is expected to remain healthy. Projections indicate a
continuing strong educational construction market, substantial federal increases
in spending for research and development, and increased spending for laboratory
construction by healthcare research institutions and the pharmaceutical
industry. Opportunities in the international marketplace are also providing
increased demand for our laboratory products. Lastly, we believe that long-term
opportunities in the technical furniture market are excellent.

We appreciate the support of all of those who helped us meet the challenges and
achieve our successes of the past year. These include our associates; our
network of agencies and representatives; our national stocking distributor, VWR
International; our customers, and our loyal stockholders.

As we move forward, our priorities remain to provide our stockholders a good
return on their investment, serve our customers with the best quality and
service, and provide our associates with rewarding jobs and opportunities for
advancement. To achieve these goals, we pledge our best efforts.


Sincerely,


   /s/  Eli Manchester, Jr.                        /s/  William A. Shumaker
- -------------------------------               ----------------------------------
      Eli Manchester, Jr.                             William A. Shumaker
    Chairman of the Board                     President, Chief Executive Officer

July 2003

See page 8 of this Annual Report for a discussion of factors that could
significantly impact results or achievements expressed or implied by
forward-looking statements made in this letter.

                                                                               3

<PAGE>

MARKETING AND OPERATIONS STRATEGIES

During fiscal year 2003, the Company implemented a significant number of major
product line enhancements, process improvements, and operational changes. These
accomplishments, together with the many opportunities that exist in our varied
domestic and international markets, have positioned the Company for the future.

Laboratory Products Group

[PICTURES OF COMPANY PRODUCTS APPEAR HERE]

The Laboratory Products Group introduced a number of new products in fiscal year
2003. We expanded our cabinetry, fume hood, and laboratory plumbing and power
distribution offerings. With these additions to our comprehensive product
portfolio, the Company is unmatched in the laboratory furniture industry.

Steel and wood laboratory cabinetry and worksurfaces remain the foundation of
our business. This year, we introduced two full overlay steel cabinet styles.
The square-edged and radius-edged designs produce a clean, architecturally
pleasing look for today's modern facility. We also combined our wood and steel
manufacturing expertise to create new styles of cabinetry utilizing wood fronts
on steel cabinet bodies. The result of this pairing is laboratory furniture that
combines the strength of steel with the beauty and texture of wood.

The newest addition to our comprehensive fume hood line is the TruView teaching
hood. This product is used in the educational marketplace providing multi-sided
visibility of the interior work chamber. Several hoods can be configured to
provide multiple student workstations that offer the instructor direct sight
lines.

Our modular Alpha System has been expanded to incorporate a service distribution
system. The Alpha Service Carrier provides integrated plumbing, power, data, and
accessories. Mounted overhead, along a wall, or under cabinets, the system is
flexible and adaptable for the specific services required.

Elevation tables are also new additions to the Alpha family. These tables are
height-adjustable by hydraulically-operated hand crank or electric motors. The
tables, in conjunction with mobile storage units, combine with structural
islands, wall modules, partition systems, and service carriers to design
workstation laboratories that are highly adaptable to changing requirements.

4

<PAGE>

TECHNICAL FURNITURE GROUP

[PICTURES OF COMPANY PRODUCTS APPEAR HERE]

The Technical Furniture Group serves a diverse and rapidly changing high-tech
marketplace. Our standard product offering, coupled with the ability to
customize any configuration to meet a customer's specific requirements, allows
us to readily respond to evolving technologies and markets.

The durability and quality offered by the Sturdilite product line meets the
needs of equipment intensive environments that require a variety of storage
options. Electro-static discharge control options add to the versatility of the
Sturdilite workstations.

Requirements for rapid mobilization or reconfiguration can be satisfied by our
slotted-post workstations and Evolution product line. Evolution provides a
flexible approach to arrange power outlets, cable raceways, storage provisions,
and overhead lighting from workstation to workstation.

Those customers involved in creating and maintaining the rapidly growing data
network infrastructure recognize the power of Kewaunee ingenuity. Our 500 Series
enclosure cabinets incorporate features that include easy-to-open side panels,
cooling fans, and comprehensive wire management. In addition, our TekRak network
storage rack system offers unparalleled installation advantages and built-in
seismic qualities to protect vital equipment.

From an operations perspective, management made the decision in fiscal year 2003
to relocate the entire technical furniture operation from our Texas site to our
North Carolina operations site. This consolidation allows us to take advantage
of the Company's many capital investments and improvements over the past several
years. We now have the ability to offer improved product designs and even higher
levels of customization at significantly lower costs. This increases our appeal
to our high-tech, engineering-driven customer base. Additional cost reductions
will be realized through shared overhead resources, such as accounting,
marketing services, information technology, and administrative and human
resource support. The Evolution, Evolution for LANs and Sturdilite product lines
will benefit from improvements in design and cost, better positioning them in a
very competitive marketplace.

                                                                               5

<PAGE>

MANUFACTURING OPERATIONS

[PICTURES OF COMPANY FACILITIES APPEAR HERE]

We continued to make significant investments in our manufacturing operations
during fiscal year 2003, as capital investments of $3.1 million during the year
followed investments totaling $3.7 million over the previous two fiscal years.
These improvements have allowed us to reduce manufacturing costs, improve
product quality, and increase production capacity.

The most significant project during the year was the implementation of a new
multi-million dollar robotic powder coat paint system for our steel products.
This environmentally-friendly system provides a number of benefits, including
lower manufacturing costs and improved paint quality. Other major projects
during the year included upgrading our finishing capabilities for wood products
and the installation of a self-contained bulk storage tank for resin silica.

Distribution

In addition to consolidating our manufacturing operations during fiscal year
2003, we centralized our warehousing and distribution functions in Statesville
into a new 100,000 square foot facility on a ten-acre site near our
manufacturing facility. This new distribution center provides a number of
advantages: lower handling and shipping costs, better operational controls, and
the ability to deliver complete projects on time to our customers without
shipping damage to the products.

Safety and Environment

The safety of our employees continues to be an important priority. We are
extremely proud that in fiscal year 2003, our combined efforts in this regard
allowed us to finish the year with no lost workdays due to accidents. This was
achieved through a companywide awareness of safety, safety training programs,
the work of safety committees, the elimination of workplace hazards, and the
purchase of new material handling equipment.

Consistent with the growing concerns of Kewaunee's customers to contribute to a
cleaner, healthier world, we made significant progress in fiscal year 2003 to
make our manufacturing operations more environmentally-friendly. As a result,
Kewaunee is now considered a "green" company.

6

<PAGE>

Kewaunee also actively participates as a representative on the U.S. Green
Building Council, a coalition of leaders from across the building industry,
working to promote environmentally responsible buildings.

International Operations

[PICTURES OF COMPANY FACILITIES AND SINGAPORE SALES OPERATION MEMBERS APPEAR
HERE]

Our sales company in Singapore, Kewaunee Labway Asia Pte. Ltd., is the primary
avenue for expanding our presence into the Asian markets. We are currently
active in the Middle East, China, India, and Southeast Asia. This company had
another successful year, as we obtained several prestigious projects and
continued to operate profitably.

During fiscal year 2003, our subsidiary, Kewaunee Scientific Corporation India
Pvt. Ltd., began operations in Bangalore, India. This operation supports our
sales operation in India, Labway Scientific India Pvt. Ltd., with both domestic
and foreign made Kewaunee products at a more competitive price. We are extremely
excited about the opportunities in this part of the world for our products and
our success to-date.

Summary

Kewaunee has a comprehensive array of core products, as well as new product
introductions to offer our customers; we have expanded our distribution into the
Indian marketplace and continued to solidify our successful operation in
Singapore; we have structured and consolidated our manufacturing operations to
optimize our production capabilities and we have converted to a state-of-the-art
powder coat paint system. In addition, we have made a number of other changes to
make our manufacturing operations more environmentally friendly. We look forward
to realizing the benefits of these projects through increased sales and
profitability.

                                                                               7

<PAGE>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this annual report, including the Letter to Stockholders,
narrative text, captions, and Management's Discussion and Analysis of Financial
Condition and Results of Operations, constitute "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"). Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors that could significantly impact results or
achievements expressed or implied by such forward-looking statements. These
factors include, but are not limited to, economic, competitive, governmental,
and technological factors affecting the Company's operations, markets, products,
services, and prices. The cautionary statements made pursuant to the Reform Act
herein and elsewhere by the Company should not be construed as exhaustive. The
Company cannot always predict what factors would cause actual results to differ
materially from those indicated by the forward-looking statements. In addition,
readers are urged to consider statements that include the terms "believes,"
"belief," "expects," "plans," "objectives," "anticipates," "intends," or the
like to be uncertain and forward-looking.

MANAGEMENT'S DISCUSSION AND ANALYSIS

CRITICAL ACCOUNTING POLICIES

In the ordinary course of business, the Company has made a number of estimates
and assumptions relating to the reporting of results of operations and financial
position in the preparation of its financial statements in conformity with
generally accepted accounting principles. Actual results could differ
significantly from those estimates under different assumptions and conditions.
The Company believes that the following discussion addresses the Company's most
critical accounting policies, which are those that are most important to the
portrayal of the Company's financial condition and results of operations and
require management's most difficult, subjective and complex judgments, often as
a result of the need to make estimates about the effect of matters that are
inherently uncertain.

PRINCIPLES OF CONSOLIDATION

The Company's consolidated financial statements include the accounts of Kewaunee
Scientific Corporation and its subsidiaries. The subsidiaries include Kewaunee
Labway Asia Pte. Ltd., a dealer for the Company's products in Singapore; Labway
Scientific India Pvt. Ltd., a dealer for the Company's products in Bangalore,
India; and Kewaunee Scientific Corporation India Pvt. Ltd. in Bangalore, India.
All intercompany balances, transactions, and profits have been eliminated.

REVENUE RECOGNITION

The Company generally recognizes product sales at the date of the shipment of
its products, or when customers have purchased and accepted title of the goods,
but requested the Company to temporarily store the finished goods on the
customer's behalf. Product sales for fixed-price construction contracts are
recognized under the percentage-of-completion method of accounting, with product
sales revenue allocated based on costs incurred for products completed and
shipped to the customer. A provision for losses expected to be incurred on a
fixed-price contract is made in the period such loss becomes known. A high
degree of management judgment is required with respect to periodic estimates of
profit and product costs on these contracts. Revenue for installation services
is recognized as the service is performed.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company evaluates the collectibility of its trade accounts receivable based
on a number of factors. In circumstances where management is aware of a
customer's inability to meets its financial obligations to the Company, a
specific reserve for bad debts is estimated and recorded which reduces the
recognized receivable to the estimated amount the Company believes will
ultimately be collected. In addition to specific customer identification of
potential bad debts, a general reserve for bad debts is estimated and recorded
based on the Company's recent past loss history and an overall assessment of
past due trade accounts receivable amounts outstanding.

8

<PAGE>

PENSION BENEFITS

The Company sponsors pension plans covering all employees who meet eligibility
requirements. Several statistical and other factors, which attempt to anticipate
future events, are used in calculating the expense and liability related to
these plans. These factors include assumptions about the discount rate, expected
return on plan assets, and rate of future compensation increases as determined
by the Company, within certain guidelines. The actuarial assumptions used by the
Company may differ materially from actual results due to changing market and
economic conditions, higher or lower withdrawal rates, or longer or shorter life
spans of participants. These differences may significantly affect the amount of
pension expense recorded by the Company in future periods.

RESULTS OF OPERATIONS

Sales for fiscal year 2003 were $71.2 million, a decline of 16.1% from fiscal
year 2002 sales of $84.8 million. Sales during the year were significantly
impacted by a decline in the number of traditional mid-sized laboratory projects
in the marketplace with products which could be shipped in the current fiscal
year. Sales were further affected by a continuing decline in demand for
technical products.

Sales for fiscal year 2002 were $84.8 million, up 10.1% from fiscal year 2001
sales of $77.1 million. Sales of laboratory products increased 27.0% to $78.7
million, as spending for industrial research and new school construction
remained robust during the year. Sales of technical products were adversely
affected by the significant slowdown in capital spending by customers in the
high-tech industry, declining 59.1% from the prior year.

The Company's order backlog was $51.5 million at April 30, 2003, as compared to
$34.2 million at April 30, 2002 and $35.5 million at April 30, 2001. The
significant increase in the order backlog at April 30, 2003 was primarily
attributable to orders received in the second half of the fiscal year for a
number of larger laboratory projects.

During fiscal year 2003, the Company incurred certain non-recurring costs
described below and discussed in the Letter to Stockholders. For comparative
purposes, following the disclosure of certain financial measures which include
the applicable non-recurring costs, the Company has reported the same financial
measures which exclude the applicable non-recurring costs. The Company has
included this additional information because it believes that the disclosures
which exclude the non-recurring costs are a better measure of the Company's
performance during the period reported and are more useful for comparing the
Company's results of operations to prior periods.

Pretax non-recurring costs of $1,490,000 were recorded in fiscal year 2003.
These costs included $1,140,000 associated with the relocation of the Company's
technical products business from Lockhart, Texas, to Statesville, North
Carolina, and $350,000 associated with the replacement of the Company's paint
system in Statesville. On an after-tax basis, these costs were $909,000, or $.37
per diluted share.

Gross profit represented 17.9%, 17.3%, and 18.8% of sales in fiscal years 2003,
2002, and 2001, respectively. Excluding non-recurring costs discussed above
affecting the gross profit margin, the gross profit margin in fiscal year 2003
was 18.6%. This improvement over the gross profit margin in fiscal year 2002 was
primarily the result of cost improvement projects implemented during the year.
The decline in gross profit margin in fiscal year 2002 from fiscal year 2001 was
due to an unfavorable sales mix resulting from the significant decline in sales
of higher margin technical products during the year.

Operating expenses were $13.5 million, $11.8 million, and $12.2 million in
fiscal years 2003, 2002, and 2001, respectively, and 18.9%, 13.9%, and 15.8% of
sales. Excluding non-recurring costs discussed above included in this
classification, operating expenses in fiscal year 2003 were $12.5 million, or
17.6% of sales. This increase in fiscal year 2003 over fiscal year 2002 resulted
primarily from higher administrative expenses. In fiscal year 2002, the decrease
in operating expenses resulted primarily from lower sales commission expenses
due to changes in product sales mix and the continuation of cost reduction
activities.

                                                                               9

<PAGE>

The net of other income and expense was income of $28,000 in fiscal year 2003,
as compared to expense of $6,000 and $276,000 in fiscal years 2002 and 2001,
respectively. Other expense for fiscal year 2001 included a charge of $391,000
associated with the settlement of an old dispute between the Company and a
general contractor.

Interest expense was $155,000, $206,000, and $246,000 in fiscal years 2003,
2002, and 2001, respectively. The declines in interest expense for fiscal years
2003 and 2002 resulted primarily from lower interest rates.

The Company recorded an income tax benefit of $549,000, or 61.6% of pretax loss,
in fiscal year 2003. This compares to income tax expense of $793,000 and
$561,000, or 29.4% and 30.5% of pretax earnings, in fiscal years 2002 and 2001,
respectively. The effective rate for each of these years differs from the
statutory rate due to state income tax credits available from investments in
certain qualifying machinery and from research and development expenditures.

A net loss of $342,000, or $.14 per diluted share, was reported for fiscal year
2003. Excluding the after-tax non-recurring costs of $909,000 discussed above,
net earnings for the year were $567,000, or $.23 per diluted share. Net earnings
in fiscal year 2002 were $1.9 million, or $0.77 per diluted share, as compared
to $1.3 million, or $.51 per diluted share, in fiscal year 2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of liquidity have been funds generated from
operating activities, supplemented as needed by the Company's credit facility.
The Company believes that these sources will be sufficient to support ongoing
business levels, including capital expenditures. As of April 30, 2003, the
Company has an unsecured revolving credit facility for borrowings of up to $7
million under which there were advances of $1,416,000 outstanding as of that
date. In July 2003, this credit facility was amended to allow borrowings up to
$9 million.

The Company has entered into a bank note collateralized by certain machinery and
equipment. The loan is repayable in equal monthly installments plus interest.
The unpaid balance was $1.9 million at April 30, 2003. The note includes certain
financial covenants as to tangible net worth, funds flow coverage, current
ratio, and ratio of liabilities to tangible net worth. The Company has entered
into an interest rate swap agreement whereby a substantial portion of the
outstanding principal amount of the bank note effectively converted to a fixed
rate on May 1, 2002. The notional amount of this cash flow hedge is reduced in
the same proportion as the principal balance of the bank note over the remaining
term of the bank note.

The Company leases some of its machinery and equipment under non-cancelable
operating leases. During fiscal year 2003, the Company entered into a 10-year
operating lease for a new distribution center, replacing several facilities that
were leased on a month-to-month basis. Most of these leases provide the Company
with renewal and purchase options, and most leases of machinery and equipment
have certain early cancellation rights. The following table summarizes the
obligated cash payments for these commitments as of April 30, 2003:

<TABLE>
<CAPTION>
                             PAYMENTS DUE BY PERIOD

Contractual Obligations       Total         1 Year         2-3 Years      4-5 Years    After 5 Years
- ----------------------------------------------------------------------------------------------------
<S>                      <C>             <C>             <C>            <C>            <C>
Long-term Debt
 (principal only)        $   1,930,000   $     681,000   $  1,249,000   $         --   $          --
- ----------------------------------------------------------------------------------------------------
Operating Leases             5,139,000         901,000      1,530,000      1,152,000       1,556,000
- ----------------------------------------------------------------------------------------------------
Total Contractual
 Cash Obligations        $   7,069,000   $   1,582,000   $  2,779,000   $  1,152,000   $   1,556,000
====================================================================================================
</TABLE>
Operating activities provided cash of $1.3 million, $4.5 million, and $2.4
million in fiscal years 2003, 2002, and 2001, respectively. In fiscal year 2003,
cash was provided primarily by operating earnings before depreciation, a
decrease in receivables, and an increase in accounts payable and accrued
expenses. The impact of these items was partially offset by cash used to support
higher inventory levels, cash contributions of $2.2 million to the Company's

10

<PAGE>

defined pension plans, and prepaid income taxes. The cash provided by operating
activities in fiscal years 2002 and 2001 were primarily from earnings before
depreciation in each of these years.

Capital expenditures were $3.1 million, $2.1 million, and $1.7 million in fiscal
years 2003, 2002, and 2001, respectively. Capital expenditures in fiscal year
2003 were funded primarily from cash generated from operating activities,
borrowings under the Company's credit facility, and proceeds from sales of
property, plant and equipment. Capital expenditures in fiscal years 2002 and
2001 were funded primarily by cash from operating activities. Fiscal year 2004
capital expenditures are anticipated to be approximately $1.5 million and are
expected to be funded primarily by operating activities.

Working capital decreased to $11.7 million at April 30, 2003, from $14.8 million
at April 30, 2002, and the ratio of current assets to current liabilities
decreased to 1.9-to-1 at April 30, 2003, from 2.4-to-1 at April 30, 2002. The
decrease in working capital in fiscal year 2003 resulted primarily from the use
of cash for capital expenditures and the contributions to the Company's pension
plans discussed above.

The Company paid cash dividends of $.28 per share for each of the fiscal years
2003, 2002, and 2001. The Company expects to pay dividends in the future in line
with the Company's actual and anticipated future operating results.

RECENT ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS 141 requires the
purchase method of accounting for business combinations initiated after June 30,
2001 and eliminated the pooling-of-interests method for business combinations.
SFAS 142 requires that goodwill and certain intangibles will not be amortized,
but instead be reviewed for impairment and written down to fair value. In fiscal
year 2003, the Company adopted these standards and determined it did not have a
material effect on its financial condition or results of operations.

In September 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS 143 establishes accounting standards for the
recognition and measurement of an asset retirement obligation and its associated
retirement cost. SFAS 143 is effective for fiscal years beginning after June 15,
2002, with early adoption permitted. The Company plans to adopt SFAS 143,
effective May 1, 2003. The Company does not expect the adoption of SFAS 143 to
have a material effect on its financial condition or results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 establishes a single accounting model
for the impairment of long-lived assets. SFAS 144 supersedes SFAS 121, but
retains the fundamental provisions for (a) measurement of impairment of
long-lived assets to be held and used and (b) measurement of long-lived assets
to be disposed of by sales. SFAS 144 is effective for fiscal years beginning
after December 15, 2001. In fiscal year 2003, the Company adopted SFAS 144 and
determined that it did not have a material effect on its financial condition or
results of operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which is effective for exit or disposal
activities initiated after December 31, 2002, with early adoption permitted.
This statement requires that liabilities associated with exit or disposal
activities initiated after adoption be recognized and measured at fair value
when incurred, as opposed to at the date an entity commits to the exit or
disposal plans. In fiscal year 2003, the Company adopted SFAS 146 and determined
that it did not have a material effect on its financial condition or results of
operations.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which amends SFAS No. 123, "Accounting
for Stock-Based Compensation." SFAS No. 148 provides alternate methods of
transition for a voluntary change to the fair-value-based method of accounting
for stock-based employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require more prominent and frequent
disclosures in financial statements about the effects of stock-based
compensation. The disclosure requirements have been adopted for the Company's
current year financial statements.

                                                                              11

<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED APRIL 30                          KEWAUNEE SCIENTIFIC  CORPORATION
$ and shares in thousands,
except per share amounts              2003            2002            2001
- ------------------------------------------------------------------------------
Net sales                         $     71,163    $     84,849    $     77,059
Costs of products sold                  58,451          70,143          62,543
- ------------------------------------------------------------------------------
Gross profit                            12,712          14,706          14,516
Operating expenses                      13,476          11,801          12,156
- ------------------------------------------------------------------------------
Operating earnings (loss)                 (764)          2,905           2,360
Other income (expense)                      28              (6)           (276)
Interest expense                          (155)           (206)           (246)
- ------------------------------------------------------------------------------
Earnings (loss) before
 income taxes                             (891)          2,693           1,838
Income tax expense (benefit)              (549)            793            (561)
- ------------------------------------------------------------------------------
Net earnings (loss)               $       (342)   $      1,900    $      1,277
==============================================================================
Net earnings (loss) per share
   Basic                          $      (0.14)   $       0.77    $       0.52
   Diluted                        $      (0.14)   $       0.77    $       0.51
==============================================================================
Weighted average number of
 common shares outstanding
   Basic                                 2,478           2,468           2,467
   Diluted                               2,485           2,481           2,490
==============================================================================

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30                                                                          KEWAUNEE  SCIENTIFIC  CORPORATION
                                                                                   Accumulated
                                                                                       Other                          Total
$ in thousands,                                     Additional                       Comprehe-                         Stock
except per share                      Common         Paid-in         Retained          nsive         Treasury        holders'
amounts                                Stock         Capital         Earnings      Income(Loss)       Stock           Equity
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>             <C>             <C>             <C>             <C>
Balance at April 30, 2000          $      6,550    $        154    $     19,351    $         --    $       (920)   $     25,135)
Net earnings                                 --              --           1,277              --              --           1,277
Cash dividends declared, $.28
 per share                                   --              --            (690)             --              --            (690)
Stock options exercised, 7,501
 shares                                      --              (4)             --              --              44              40
Purchase of treasury stock, 130
 shares                                      --              --              --              --              (1)             (1)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 2001                 6,550             150          19,938              --            (877)         25,761
===============================================================================================================================
Net earnings                                 --              --           1,900              --              --           1,900
Cash dividends declared, $.28
 per share                                   --              --            (692)             --              --            (692)
Stock options exercised, 8,750
 shares                                      --              (4)             --              --              54              50
Purchase of treasury stock,
 12,966 shares                               --              --              --              --            (107)           (107)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 2002                 6,550             146          21,146              --            (930)         26,912
===============================================================================================================================
Net (loss)                                   --              --            (342)             --              --            (342)
Cash dividends declared, $.28
 per share                                   --              --            (694)             --              --            (694)
Stock options exercised, 11,749
 shares                                      --              (1)             --              --              72              71
Foreign currency translation
 adjustments                                 --              --              --              22              --              22
Change in fair value of cash
 flow hedge, net of tax                      --              --              --             (31)             --             (31)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 2003          $      6,550    $        145    $     20,110    $         (9)   $       (858)   $     25,938)
===============================================================================================================================
</TABLE>
      The accompanying Notes are an integral part of these Consolidated
Financial Statements

12

<PAGE>
CONSOLIDATED BALANCE SHEETS

APRIL 30                                        KEWAUNEE SCIENTIFIC CORPORATION
$ and shares in thousands,
except per share amounts                               2003           2002
- -------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents                          $        520    $      1,747
Receivables, less allowance:
 $494 (2003); $597 (2002)                                16,138          18,979
Inventories                                               5,958           3,309
Deferred income taxes                                        89             581
Prepaid income taxes                                      1,499             296
Prepaid expenses and other current assets                   782             514
- -------------------------------------------------------------------------------
Total Current Assets                                     24,986          25,426
- -------------------------------------------------------------------------------
Property, Plant and Equipment
Land                                                         41             454
Buildings and improvements                                9,475          14,197
Machinery and equipment                                  22,410          22,040
- --------------------------------------------------------------------------------
Property, plant and equipment                            31,926          36,691
Accumulated depreciation                                (20,135)        (23,880)
- -------------------------------------------------------------------------------
Net Property, Plant and Equipment                        11,791          12,811
- -------------------------------------------------------------------------------
Prepaid pension cost                                      2,906           1,333
Property held for sale                                    1,450              --
Other                                                     2,521           2,620
- -------------------------------------------------------------------------------
Other Assets                                              6,877           3,953
- -------------------------------------------------------------------------------
Total Assets                                       $     43,654    $     42,190
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term borrowings                              $      1,416    $         --
Current portion of long-term debt                           681             681
Accounts payable                                          8,338           6,648
Employee compensation and amounts withheld                1,203           1,932
Deferred revenue                                            856             481
Other accrued expenses                                      834             867
- -------------------------------------------------------------------------------
Total Current Liabilities                                13,328          10,609
- -------------------------------------------------------------------------------
Long-term Debt                                            1,249           1,930
Deferred Income Taxes                                     1,150             925
Accrued Employee Benefit Plan Costs                       1,634           1,583
Other Long-term Liabilities                                 355             231
- --------------------------------------------------------------------------------
Total Liabilities                                        17,716          15,278
- --------------------------------------------------------------------------------
Commitments and Contingencies (Note 7)
Stockholders' Equity
Common stock, $2.50 par value: Authorized-5,000
 shares; Issued-2,620 shares                              6,550           6,550
Additional paid-in-capital                                  145             146
Retained earnings                                        20,110          21,146
Accumulated other comprehensive loss                         (9)             --
Common stock in treasury, at cost: 139
 shares (2003); 151 (2002)                                 (858)           (930)
- -------------------------------------------------------------------------------
Total Stockholders' Equity                               25,938          26,912
- -------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity         $     43,654    $     42,190
================================================================================

     The accompanying Notes are an integral part of these Consolidated Financial
                                                                      Statements

                                                                              13

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30                                                KEWAUNEE SCIENTIFIC CORPORATION

$ in thousands                                             2003            2002            2001
- ---------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>             <C>
Cash Flows from Operating Activities
Net earnings (loss)                                    $       (342)   $      1,900    $      1,277
Adjustments to reconcile net earnings (loss) to net
 cash provided by operating activities:
   Depreciation                                               2,307           2,173           2,168
   Bad debt provision                                           258             155             144
   Deferred income tax expense                                  717             196             355
   Gain on disposal of property, plant and equipment            (99)             --              --
   (Increase) decrease in prepaid income taxes               (1,203)            462            (758)
   Decrease (increase) in receivables                         2,583          (1,505)            220
   (Increase) decrease in inventories                        (2,649)          1,061            (871)
   (Increase) decrease in prepaid pension cost                1,573            (896)           (387)
   Increase (decrease) in accounts payables
    and accrued expenses                                        928           1,118            (168)
   Increase (decrease) in deferred revenue                      375            (543)            516
   Other, net                                                    (3)            338            (130)
- ---------------------------------------------------------------------------------------------------
Net cash provided by operating activities                     1,299           4,459           2,366
- ---------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Capital expenditures                                         (3,143)         (2,065)         (1,678)
Proceeds from sale of property, plant and equipment             505              --              --
- ---------------------------------------------------------------------------------------------------
Net cash used in investing activities                        (2,638)         (2,065)         (1,678)
- ---------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Dividends paid                                                 (694)           (692)           (690)
Net increase (decrease) in short-term borrowings              1,416              --          (2,555)
Proceeds from long-term debt                                     --             250           3,100
Payments on long-term debt                                     (681)           (636)           (103)
Proceeds from exercise of stock options
 (including tax benefit)                                         71              50              40
Purchase of treasury stock                                       --            (107)             (1)
- ---------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities             112          (1,135)           (209)
- ---------------------------------------------------------------------------------------------------
(Decrease) increase in Cash and Cash Equivalents             (1,227)          1,259             479
Cash and Cash Equivalents at Beginning of Year                1,747             488               9
- ---------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year               $        520   $       1,747    $        488
===================================================================================================
Supplemental Disclosure of Cash Flow Information
   Interest paid                                       $        150   $         205    $        266
   Income taxes paid                                   $          4   $         115    $      1,196
===================================================================================================
</TABLE>

     The accompanying Notes are an integral part of these Consolidated Financial
                                                                      Statements

14

<PAGE>

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Kewaunee Scientific Corporation (the "Company") is a manufacturer of laboratory
and technical furniture, including steel and wood laboratory cabinetry, fume
hoods, network storage systems, worksurfaces, workstations, workbenches, and
computer enclosures. Sales are made through purchase orders and contracts
submitted by customers, the Company's dealers and agents, a national stocking
distributor, competitive bids submitted by the Company, and subsidiaries located
in Singapore and Bangalore, India. The majority of the Company's products are
sold to customers located in North America, primarily within the United States.
The Company's laboratory products are used in chemistry, physics, biology, and
other general science laboratories in the pharmaceutical, biotechnology,
industrial, chemical, commercial, educational, government, and health care
markets. Technical products are used in manufacturing facilities of computers
and light electronics, and by users of computer and networking furniture.

Principles of Consolidation The consolidated financial statements include the
accounts of Kewaunee Scientific Corporation and all of its subsidiaries. The
subsidiaries include Kewaunee Labway Asia Pte. Ltd., a dealer for the Company's
products in Singapore; Labway Scientific India Pvt. Ltd., a dealer for the
Company's products in Bangalore, India; and Kewaunee Scientific Corporation
India Pvt. Ltd., in Bangalore, India. All significant intercompany balances,
transactions, and profits have been eliminated.

Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and
highly liquid investments with original maturities of three months or less. At
April 30, 2003, approximately $176,000 of bank deposits of the Company's
international subsidiary were pledged under credit arrangements. At April 30,
2003, there were approximately $1.8 million of outstanding checks included in
accounts payable in the accompanying consolidated balance sheet.

Inventories Inventories are valued at the lower of cost or market. Cost has been
determined using the last-in, first-out (LIFO) method for all inventories.

Property, Plant and Equipment Property, plant and equipment are stated at cost
less accumulated depreciation. Depreciation is determined for financial
reporting purposes principally on the straight-line method over the estimated
useful lives of the individual assets or, for leaseholds, over the terms of the
related leases, if shorter. Straight-line and accelerated methods of
depreciation have been used for income tax purposes. The lives, by category,
generally are as follows: buildings and improvements, 10-40 years; leasehold
improvements, 10 years; furniture, fixtures, and office equipment, 3-5 years;
computer equipment, 3-5 years; factory machinery and vehicles, 5-10 years.
Management reviews the carrying value of property, plant and equipment for
impairment whenever changes in circumstances or events indicate that such
carrying value may not be recoverable.

Use of Estimates The presentation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
Significant estimates impacting the accompanying financial statements include
the allowance for uncollectible accounts receivable, inventory valuation, and
pension liabilities.

Fair Value of Financial Instruments The Company's financial instruments include
cash and cash equivalents, cash surrender value of life insurance policies,
long-term debt, and short-term borrowings. Management believes the carrying
value of these assets and liabilities approximate fair value.

                                                                              15

<PAGE>

Sales Recognition Product sales are generally recognized at the date of
shipment, or when customers have purchased and accepted title of the goods, but
requested the Company to temporarily store the finished goods on the customer's
behalf. Product sales for fixed-price construction contracts are recognized
under the percentage-of-completion method of accounting, with product sales
revenue allocated based on costs incurred for products completed and shipped to
the customer. A provision for losses expected to be incurred on a fixed-price
contract is made in the period such loss becomes known. Service revenue for
installation of product sold is recognized as the work is performed. Accounts
receivable includes retainage in the amounts of $2,019,000 and $2,411,000 at
April 30, 2003 and April 30, 2002, respectively, on certain sales made under
contractual agreements. Warranty costs are expensed as incurred.

Credit Concentration The Company's credit risk is generally not concentrated
with any one customer or industry, although the Company does enter into large
contracts with individual customers from time to time. The Company performs
credit evaluations of its customers. Revenues from one customer represented 14%,
12%, and 13% of the Company's total sales in fiscal years 2003, 2002, and 2001,
respectively.

Income Taxes Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

Advertising Costs The Company expenses advertising costs as incurred, including
trade shows, training materials, sales samples, catalogs, and other related
expenses. Advertising costs for the years ended April 30, 2003, 2002, and 2001
were $338,000, $410,000, and $705,000, respectively.

Earnings Per Share Basic earnings per share is based on the weighted average
number of common shares outstanding during the year. Diluted earnings per share
reflects the assumed exercise and conversion of outstanding options under the
Company's stock option plans, except when options have an antidilutive effect.

Accounting for Stock Options The Company accounts for stock options granted to
employees and directors using the intrinsic value method. Under this method no
compensation expense is recorded since the exercise price of the stock options
is equal to the market price of the underlying stock on the grant date. Had
compensation expense for the stock options issued been determined consistent
with FASB Statement No. 123, "Accounting for Stock-Based Compensation," net
earnings and net earnings per share would have been reduced to the following pro
forma amounts:

                                       2003           2002            2001
- ------------------------------------------------------------------------------
Net earnings (loss) as reported   $       (342)   $      1,900    $      1,277
Pro forma compensation cost               (110)           (111)            (99)
- ------------------------------------------------------------------------------
Net earnings (loss) pro forma             (452)          1,789           1,178
==============================================================================
Net earnings (loss) per
 share - Basic
As reported                       $      (0.14)   $        .77    $        .52
Pro forma                                (0.18)            .72             .48
==============================================================================
Net earnings (loss) per
 share - Diluted
As reported                       $      (0.14)   $        .77    $        .51
Pro forma                                (0.18)            .72             .47
==============================================================================

The estimated weighted average fair value of options granted under the Company's
stock option plans was $3.59 in 2003, $3.91 in 2002, and $4.70 in 2001. The
options were valued using the Black-Scholes option-pricing model with the
following assumptions used for 2003, 2002, and 2001: dividend yield of 3.0%,
3.0%, and 2.5%; expected volatility of 46%, 48%, and 50%; risk-free interest of
4.24%, 4.95%, and 5.80%; and an expected life of 7.25 years.

16

<PAGE>

Property Held for Sale Property held for sale at April 30, 2003 consisted
primarily of land and buildings owned by the Company in Lockhart, Texas. This
property was the site of the Company's technical products business until this
business was relocated to Statesville, North Carolina in the fourth quarter of
fiscal year 2003. Management believes the fair value of these assets exceed
their book value.

Derivative Financial Instruments The Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," effective January 1, 2001.
SFAS No. 133 requires that the Company record derivatives on the balance sheet
at fair value and establishes criteria for designation and effectiveness of
hedging relationships. The nature of the Company's business activities involves
the management of various financial and market risks, including those related to
changes in interest rates. The Company employs derivative financial instruments,
such as interest rate swap contracts, to mitigate certain of those risks. The
Company does not enter into derivative instruments for speculative purposes.

Reclassifications Certain prior year accounts have been reclassified to conform
with current year presentation.

New Accounting Standards In June 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminated the
pooling-of-interests method for business combinations. SFAS 142 requires that
goodwill and certain intangibles will not be amortized, but instead be reviewed
for impairment and written down to fair value. In fiscal year 2003, the Company
adopted these standards and determined it did not have a material effect on its
financial condition or results of operations.

In September 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS 143 establishes accounting standards for the
recognition and measurement of an asset retirement obligation and its associated
retirement cost. SFAS 143 is effective for fiscal years beginning after June 15,
2002, with early adoption permitted. The Company plans to adopt SFAS 143,
effective May 1, 2003. The Company does not expect the adoption of SFAS 143 to
have a material effect on its financial condition or results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 establishes a single accounting model
for the impairment of long-lived assets. SFAS 144 supersedes SFAS 121, but
retains the fundamental provisions for (a) measurement of impairment of
long-lived assets to be held and used and (b) measurement of long-lived assets
to be disposed of by sales. SFAS 144 is effective for fiscal years beginning
after December 15, 2001. In fiscal year 2003, the Company adopted SFAS 144 and
determined that it did not have a material effect on its financial condition or
results of operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which is effective for exit or disposal
activities initiated after December 31, 2002, with early adoption permitted.
This statement requires that liabilities associated with exit or disposal
activities initiated after adoption be recognized and measured at fair value
when incurred, as opposed to at the date an entity commits to the exit or
disposal plans. In fiscal year 2003, the Company adopted SFAS 146 and determined
that it did not have a material effect on its financial condition or results of
operations.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which amends SFAS No. 123, "Accounting
for Stock-Based Compensation." SFAS No. 148 provides alternate methods of
transition for a voluntary change to the fair-value-based method of accounting
for stock based employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require more prominent and frequent
disclosures in financial statements about the effects of stock-based
compensation. The disclosure requirements have been adopted for the Company's
current year financial statements.

                                                                              17

<PAGE>

NOTE 2--INVENTORIES

Inventories consisted of the following at April 30:

$ in thousands                             2003               2002
- ----------------------------------------------------------------------
Finished goods                         $      2,402       $        671
Work-in-process                               1,812              1,007
Materials and components                      1,744              1,631
- ----------------------------------------------------------------------
Total inventories                      $      5,958       $      3,309
======================================================================

If inventories had been determined using the first-in, first-out (FIFO) method
at April 30, 2003 and 2002, reported inventories would have been $2.3 million
and $2.2 million greater, respectively.

NOTE 3--LONG-TERM DEBT AND OTHER CREDIT ARRANGEMENTS

Long-term debt consisted of the following at April 30:

$ in thousands                             2003               2002
- ----------------------------------------------------------------------
Notes payable, bank                    $      1,930       $      2,611
Less - payable within 1 year                    681                681
- ----------------------------------------------------------------------
Long-term portion                      $      1,249       $      1,930
======================================================================

In February 2001, the Company borrowed $3.1 million under a bank note
collateralized by certain machinery and equipment, with the loan repayable in 60
equal monthly installments plus interest. In February 2002, the Company borrowed
an additional $250,000 under the loan, and the monthly payments were
recalculated to amortize the loan balance over the remainder of the original
loan. Monthly interest payments are payable under the rate calculated at the
lower of (1) the LIBOR Market Index Rate plus 1.75%, or (2) the lender's Prime
Rate minus 0.75%. The borrowing rate was 3.07% at April 30, 2003. The note
includes certain financial covenants as to tangible net worth, funds flow
coverage, current ratio, and ratio of liabilities to tangible net worth. The
Company was in compliance with such covenants at April 30, 2003.

The Company entered into an interest rate swap agreement in fiscal year 2002 to
mitigate future fluctuations in interest rates. Under the agreement, $1.5
million of the outstanding principal amount of the bank note effectively
converted to a fixed rate of 6.37% on May 1, 2002. The notional amount of this
interest rate hedge is reduced in the same proportion as the principal balance
of the bank note over the remaining term of the bank note. The fair value of
this cash flow hedge (net of tax) was a loss of $31,000 at April 30, 2003, which
is reflected as an adjustment to stockholders' equity in the consolidated
financial statements.

The Company has an unsecured revolving credit facility for borrowings of up to
$7 million that expires in December 2004. There were advances of $1,416,000
outstanding under this facility as of April 30, 2003. Monthly interest payments
are payable under the facility calculated at the lower of (1) the LIBOR Market
Index Rate plus 1.75%, or (2) the lender's Prime Rate minus 1.00%. The borrowing
rate was 3.07% at April 30, 2003.

18

<PAGE>
NOTE 4--INCOME TAXES

Income tax expense (benefit) consisted of the following:

$ in thousands                           2003           2002           2001
- -------------------------------------------------------------------------------
Current tax expense (benefit):
   Federal                           $     (1,286)  $        501   $        188
   State and local                             --             54             18
   Foreign tax                                 20             42             --
- -------------------------------------------------------------------------------
Total current tax expense (benefit)        (1,266)           597            206
- -------------------------------------------------------------------------------
Deferred tax expense (benefit):
   Federal                                    936            173            310
   State and local                           (219)            23             45
- -------------------------------------------------------------------------------
Total deferred tax expense                    717            196            355
- -------------------------------------------------------------------------------
Net income tax expense (benefit)     $       (549)  $        793   $        561
===============================================================================

The reasons for the differences between the above net income tax expense and the
amounts computed by applying the statutory federal income tax rates to earnings
before income taxes are as follows:

$ in thousands                           2003           2002           2001
- -------------------------------------------------------------------------------
Income tax expense (benefit) at
 statutory rate                      $       (302)  $        923   $        625
State and local taxes, net of
 federal income tax benefit                   (40)           125             85
Tax credits                                  (218)          (301)          (232)
Other items, net                               11             46             83
- -------------------------------------------------------------------------------
Net income tax expense (benefit)     $       (549)  $        793   $        561
- -------------------------------------------------------------------------------

Significant items comprising deferred tax assets and liabilities as of April 30
were as follows:

$ in thousands                                          2003           2002
- -------------------------------------------------------------------------------
Deferred tax assets:
   Accrued (prepaid) employee benefit expenses      $       (425)  $        192
   Allowance for doubtful accounts                           213            203
   Inventory reserves and capitalized costs                  149            117
   Other                                                     152             69
- -------------------------------------------------------------------------------
Total deferred tax assets                                     89            581
- -------------------------------------------------------------------------------
Deferred tax liabilities:
   Book basis in excess of tax basis
    of property, plant and equipment                      (1,263)          (918)
   Other                                                     113             (7)
- -------------------------------------------------------------------------------
Total deferred tax liabilities                            (1,150)          (925)
- -------------------------------------------------------------------------------
Net deferred tax liabilities                        $     (1,061)  $       (344)
- -------------------------------------------------------------------------------

                                                                              19

<PAGE>

NOTE 5--STOCK OPTIONS

During fiscal year 1992, the stockholders approved the 1991 Key Employee Stock
Option Plan, and the plan was subsequently amended to increase the number of
shares available for options under the plan to 230,000. During fiscal year 2001,
the stockholders approved the 2000 Key Employee Stock Option Plan, which allowed
the Company to grant options on 100,000 shares of the Company's common stock.
Under both plans, options are granted at not less than the fair market value at
the date of grant and options are exercisable in such installments, for such
terms (up to 10 years), and at such times, as the Board of Directors may
determine at the time of the grant. At April 30, 2003, there were no shares
available for future grants under the 1991 plan and 20,472 shares available for
future grants under the 2000 plan.

During fiscal year 1994, the stockholders approved the 1993 Stock Option Plan
for Directors, which allowed the Company to grant options on 40,000 shares of
the Company's common stock. Each non-employee director of the Company received
an option to purchase 5,000 shares of the Company's common stock on the
effective date of the plan or on the date of commencement of service as a
director. Options are exercisable in four equal, annual installments and expire
five years from the date of grant. Options were granted at the fair market value
at the date of grant. At April 30, 2003, no shares were available for future
grants under the plan.

The Company utilized treasury stock to satisfy the stock options exercised
during fiscal years 2003, 2002, and 2001. Stock option activity and weighted
average exercise price is summarized as follows:

<TABLE>
<CAPTION>
                                         2003                2002                2001
                                   ----------------------------------------------------------
                                   Options    Price    Options    Price    Options    Price
- ---------------------------------------------------------------------------------------------
<S>                                <C>      <C>        <C>      <C>        <C>      <C>
Outstanding at beginning of year   186,824  $    9.43  152,024  $    9.04  115,775  $    8.28
Granted                             40,650       9.10   45,750       9.59   43,750      10.13
Canceled                            (1,872)      9.57   (2,200)     10.16       --         --
Exercised                          (11,749)      4.23   (8,750)      3.48   (7,501)      3.50
- ---------------------------------------------------------------------------------------------
Outstanding at end of year         213,853  $    9.65  186,824  $    9.43  152,024  $    9.04
=============================================================================================
Exercisable at end of year         113,561  $    9.73   88,385  $    8.71   66,420  $    7.27
=============================================================================================
</TABLE>

The options outstanding and weighted average exercise price within the following
price ranges at April 30, 2003 are as follows:

Exercise price range              $2.75 - $3.87   $       4.62    $8.13 - $12.00
- --------------------------------------------------------------------------------
Options outstanding                       9,875          1,000           202,978
Weighted average exercise price   $        3.64   $       4.62    $         9.97
Weighted average remaining
 contractual life (years)                   3.0             .3               7.1
================================================================================

The options exercisable and weighted average exercise price within the following
price ranges at April 30, 2003 are as follows:

Exercise price range              $2.75 - $3.87   $       4.62    $8.13 - $12.00
- --------------------------------------------------------------------------------
Options exercisable                       9,875          1,000           102,686
Weighted average exercise price   $        3.64   $       4.62    $        10.36
================================================================================

20

<PAGE>

NOTE 6--COMPREHENSIVE INCOME

The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," effective January 1, 2001. SFAS No. 133 requires that the
Company record derivatives on the balance sheet at fair value and establishes
criteria for designation and effectiveness of hedging relationships. The nature
of the Company's business activities involves the management of various
financial and market risks, including those related to changes in interest
rates. The Company may from time-to-time employ derivative financial
instruments, such as interest rate swap contracts, to mitigate or eliminate
certain of those risks. The Company does not enter into derivative instruments
for speculative purposes.

The Company entered into one interest rate swap agreement effective May 1, 2002
related to the Company's bank note. The change in fair value of this cash flow
hedge resulted in a comprehensive loss of $31,000 (net of tax), for fiscal year
2003.

For the Company's foreign subsidiaries, assets and liabilities are translated at
exchange rates prevailing on the balance sheet date. Revenues and expenses are
translated at weighted average exchange rates prevailing during the period, and
any resulting translation adjustments are reported separately in shareholders'
equity. Changes in exchange rates resulted in comprehensive income of $22,000
for fiscal year 2003 and had no impact on comprehensive income in fiscal years
2002 and 2001.

A reconciliation of net loss and total comprehensive loss for fiscal year 2003
is as follows:

$ in thousands                              Amount
- -----------------------------------------------------
Net loss                                 $       (342)
   Change  in fair  value of cash flow
    hedge,  net of  income  tax                   (31)
   Change in cumulative foreign
    currency translation  adjustment               22
- -----------------------------------------------------
Total comprehensive loss                 $       (351)
=====================================================

NOTE 7--COMMITMENTS AND CONTINGENCIES

The Company leases some of its machinery and equipment under non-cancelable
operating leases. During fiscal year 2003, the Company entered into a 10-year
operating lease for a new distribution center, replacing several facilities that
were leased on a month-to-month basis. Most of these leases provide the Company
with renewal and purchase options, and most leases of machinery and equipment
have certain early cancellation rights. Rent expense for these leases was
$738,000, $459,000, and $561,000 in fiscal years 2003, 2002, and 2001,
respectively.

Future minimum  payments  under  non-cancelable  operating  leases for the years
ended April 30 are as follows:

$ in thousands                  Amount
- ----------------------------------------
2004                           $     901
2005                                 771
2006                                 759
2007                                 628
2008                                 524
Thereafter                         1,556
- ----------------------------------------
Total minimum lease payments   $   5,139
========================================

                                                                              21

<PAGE>

The Company is involved in a legal dispute with Bernards Bros. Inc., a former
customer of the Company. The dispute is the subject of lengthy arbitration
proceedings completed in December 2000. In fiscal year 2001, the Company
recorded a charge of $391,000, including an estimated liability of $134,000 for
final settlement of the matter, based on its interpretation of the Arbitrator's
award. In June 2003, a judgement was entered in the case against the Company and
two other defendants identifying the responsibility for the payment of the
Arbitrator's award. The Company continues to analyze the judgement; however, the
Company believes its ultimate liability under the judgement approximates the
amount previously recorded in the financial statements.

In fiscal year 1998, the Company filed a Complaint against a general contractor
to recover certain costs incurred by the Company outside of the scope of a
construction contract. On April 28, 2003, an agreement was reached between the
Company and the Assistant Attorney General responsible for the New York State
University Construction Fund (the "Fund") for the resolution of this claim. The
agreement includes the immediate payment of approximately $500,000 to the
Company, with a reservation of the Company's right to seek additional interest.
The agreement remains unenforceable until approval by the Board of Directors of
the Fund and additional representatives of the New York State Attorney General's
Office. Such approvals are expected in the first or second quarter of fiscal
year 2004. When the settlement is paid, the Company expects to recognize a gain
of approximately $300,000 after deducting legal costs in the matter.

The Company is involved in certain other claims and legal proceedings in the
normal course of business which management believes will not have a material
adverse effect on the financial condition or results of operations of the
Company.


NOTE 8--RETIREMENT BENEFITS

The Company has non-contributory defined benefit pension plans covering
substantially all salaried and hourly employees. The defined benefit plan for
salaried employees provides pension benefits that are based on each employee's
years of service and average annual compensation during the last 10 consecutive
calendar years of employment. The benefit plan for hourly employees provides
benefits at stated amounts based on years of service. The Company's funding
policy is to make regular contributions to fund the plans during the
participant's working lifetime, which have met ERISA's funding requirements.
Plan assets consist primarily of equity and bond mutual funds and common stocks.

22

<PAGE>

The change in projected benefit obligations and the change in fair value of plan
assets for the non-contributory defined pension plans for each of the years
ended April 30 are summarized as follows:

$ in thousands                                         2003           2002
- ------------------------------------------------------------------------------
Accumulated Benefit Obligation, April 30           $      9,269   $      7,868
==============================================================================
Change in Projected Benefit Obligations
Projected benefit obligations, beginning of year   $      9,715   $      8,593
Service cost                                                423            378
Interest cost                                               713            640
Actuarial loss                                            1,139            480
Actual benefits paid                                       (391)          (376)
- ------------------------------------------------------------------------------
Projected Benefit obligations, end of year         $     11,599   $      9,715
==============================================================================
Change in Plan Assets
Fair value of plan assets, beginning of year       $      8,031   $      7,176
Actual loss on plan assets                                 (384)          (122)
Actual company contributions                              2,170          1,353
Actual benefits paid                                       (391)          (376)
- ------------------------------------------------------------------------------
Fair value of plan assets, end of year             $      9,426   $      8,031
==============================================================================
Funded Status and Prepaid (Accrued)
Funded status of plans                             $     (2,173)  $     (1,684)
Unrecognized net transition obligation                       --             --
Unrecognized prior service cost                              50             62
Unrecognized net loss                                     5,029          2,955
- ------------------------------------------------------------------------------
Prepaid pension cost                               $      2,906   $      1,333
==============================================================================
Weighted-Average Assumptions
Discount rate, end of year                                 6.75%          7.25%
Expected return on plan assets                             9.00%          9.00%
Rate of compensation increase                              5.00%          5.00%
==============================================================================

The components of the net periodic pension costs for each of the three years
ended April 30 are as follows:

$ in thousands                           2003          2002          2001
- -----------------------------------------------------------------------------
Service cost                         $        423  $        378  $        324
Interest cost                                 713           641           581
Expected return on plan assets               (709)         (642)         (640)
Amortization of transition asset               --            --            --
Amortization of prior service cost             11            11            11
Recognition of net loss                       159            69            23
- -----------------------------------------------------------------------------
Net periodic pension cost            $        597  $        457  $        299
=============================================================================

The Company has a defined contribution plan covering substantially all salaried
and hourly employees. The plan provides benefits to all employees who have
attained age 21, completed six months of service, and who elect to participate.
The Company makes matching contributions equal to 50% of the qualifying employee
contribution, up to a maximum employer contribution of 2% of the participant's
compensation. Contributions by the Company in fiscal years 2003, 2002, and 2001
were $280,000, $277,000, and $267,000, respectively.

                                                                              23

<PAGE>

NOTE 9--SEGMENT INFORMATION

The Company's operations are classified into two business segments: laboratory
products and technical products. The laboratory products segment principally
designs, manufactures, and installs steel and wood laboratory cabinetry, fume
hoods, and worksurfaces. The technical products segment principally manufactures
and sells technical furniture including steel cabinetry, network storage
systems, workstations, workbenches and computer enclosures. Sales to individual
foreign countries did not exceed 3.1% of any segment sales.

In fiscal year 2003, the Company's technical products business was relocated
from Texas to North Carolina. Costs of $1.1 million associated with this
relocation are included in the reported segment loss. Segment assets and
manufacturing and support services were consolidated with those of the
laboratory products segment.

Profits by business segment represent net revenues, less costs associated with
goods sold and operating expenses. Intersegment transactions are recorded at
normal profit margins with appropriate eliminations of intercompany profits.
Portions of corporate expenses are included in each segment. Unallocated
corporate expenses are included in the corporate column below. Corporate assets
include LIFO inventory reserve, fixed assets, assets held for sale, prepaid and
deferred tax assets, prepaid expenses, and cash surrender value of life
insurance policies.

The following table shows net sales, profits, and other financial information by
business segment for the fiscal years ended April 30, 2003, 2002, and 2001:

<TABLE>
<CAPTION>
                                               Laboratory     Technical
$ in thousands                                  Products       Products      Corporate        Total
- -------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>            <C>            <C>
Fiscal Year Ended April 30, 2003:
Revenues from external customers              $     66,701   $      4,462   $         --   $     71,163
Intersegment revenues                                1,436             --         (1,436)            --
Depreciation                                         2,127            177              3          2,307
Segment profit (loss)                                1,760         (1,701)          (950)          (891)
Segment assets                                      37,904             --          5,750         43,654
Expenditures for segment fixed assets                3,111             17             15          3,143
Net sales to customers in foreign countries          4,728             74             --          4,802
=======================================================================================================
Fiscal Year Ended April 30, 2002:
Revenues from external customers              $     78,676   $      6,173   $         --   $     84,849
Intersegment revenues                                  809             --           (809)            --
Depreciation                                         1,917            254              2          2,173
Segment profit (loss)                                3,959           (613)          (653)         2,693
Segment assets                                      34,011          3,295          4,884         42,190
Expenditures for segment fixed assets                1,397            304            364          2,065
Net sales to customers in foreign countries          3,324            362             --          3,686
=======================================================================================================
Fiscal Year Ended April 30, 2001:
Revenues from external customers              $     61,964   $     15,095   $         --   $     77,059
Intersegment revenues                                   --            262           (262)            --
Depreciation                                         1,896            268              4          2,168
Segment profit (loss)                                1,160          1,598           (920)         1,838
Segment assets                                      32,695          4,756          3,418         40,869
Expenditures for segment fixed assets                1,608             68              2          1,678
Net sales to customers in foreign countries          1,790            498             --          2,288
=======================================================================================================
</TABLE>

24

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF KEWAUNEE SCIENTIFIC CORPORATION

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Kewaunee
Scientific Corporation and its subsidiaries (the "Company") at April 30, 2003
and 2002 and the results of its operations and its cash flows for each of the
three years in the period ended April 30, 2003, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP
Charlotte, North Carolina
June 4, 2003

MANAGEMENT'S REPORT OF CONSOLIDATED FINANCIAL STATEMENTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF KEWAUNEE SCIENTIFIC CORPORATION

The consolidated financial statements and accompanying notes were prepared by
management, which is responsible for their integrity and objectivity. Management
believes the financial statements, which include amounts based on judgments and
estimates, fairly reflect the Company's financial position and operating
results, in accordance with generally accepted accounting principles. All
financial information in this annual report is consistent with the financial
statements.

Management maintains internal accounting control systems and related policies
and procedures designed to provide reasonable assurance that assets are
safeguarded, that transactions are properly recorded and executed in accordance
with management's authorization, and that accounting records may be relied upon
for the preparation of financial statements and other financial information. The
design, monitoring, and revision of internal accounting control systems involve,
among other things, management's judgment with respect to the relative cost and
expected benefits of specific control measures.

The Company's consolidated financial statements have been audited by independent
accountants who have expressed their opinion with respect to the fairness of
those statements. Their audits included consideration of the Company's internal
accounting control systems and related policies and procedures. They advise
management and the Audit Committee of significant matters resulting from their
audits.

The Audit Committee of the Board of Directors, which is composed solely of
directors who are not officers or employees of the Company, selects the
independent accountants for the annual audit of the consolidated financial
statements and meets with management and the independent accountants to discuss
the scope and findings of audits and financial reporting and internal control
matters.

D. Michael Parker
Senior Vice President, Finance
Chief Financial Officer

                                                                              25

<PAGE>

SUMMARY OF SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                      KEWAUNEE SCIENTIFIC CORPORATION
$ and shares in thousands,
except per share amounts                  2003         2002         2001         2000         1999
- -----------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>
OPERATING STATEMENT DATA:
Net sales                              $   71,163   $   84,849   $   77,059   $   74,798   $   77,478
Costs of products sold                     58,451       70,143       62,543       57,715       59,782
- -----------------------------------------------------------------------------------------------------
Gross profit                               12,712       14,706       14,516       17,083       17,696
Operating expenses                         13,476       11,801       12,156       12,429       12,315
- -----------------------------------------------------------------------------------------------------
Operating earnings (loss)                    (764)       2,905        2,360        4,654        5,381
Other (expense) income                         28           (6)        (276)         326          325
Interest expense                             (155)        (206)        (246)        (169)         (96)
- -----------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes          (891)       2,693        1,838        4,811        5,610
Income tax expense (benefit)                 (549)         793          561        1,250        2,214
- -----------------------------------------------------------------------------------------------------
Net earnings (loss)                          (342)  $    1,900   $    1,277   $    3,561   $    3,396
- -----------------------------------------------------------------------------------------------------
Weighted average shares outstanding:
   Basic                                    2,478        2,468        2,467        2,456        2,432
   Diluted                                  2,485        2,481        2,490        2,478        2,464
- -----------------------------------------------------------------------------------------------------
PER SHARE DATA:
Net earnings (loss):
   Basic                               $    (0.14)  $     0.77   $     0.52   $     1.45   $     1.40
   Diluted                                  (0.14)        0.77         0.51         1.44         1.38
Cash dividends                               0.28         0.28         0.28         0.26         0.22
Year-end book value                         10.46        10.90        10.42        10.19         9.04
- -----------------------------------------------------------------------------------------------------
BALANCE SHEET DATA:
Current assets                         $   24,986   $   25,426   $   24,658   $   23,032   $   21,831
Current liabilities                        13,328       10,609        9,973       11,560       11,672
Net working capital                        11,658       14,817       14,685       11,472       10,159
Net property, plant and equipment          11,791       12,811       12,919       13,506       12,125
Total assets                               43,654       42,190       40,869       39,316       36,035
Total borrowings/long-term debt             3,346        2,611        2,997        2,555          939
Stockholders' equity                       25,938       26,912       25,761       25,135       22,032
- -----------------------------------------------------------------------------------------------------
OTHER DATA:
Capital expenditures                   $    3,143   $    2,065   $    1,678   $    3,352   $    3,678
Year-end stockholders of record               273          289          322          334          349
Year-end employees                            543          535          556          577          598
- -----------------------------------------------------------------------------------------------------
</TABLE>

26

<PAGE>

QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected quarterly financial data for fiscal years 2003 and 2002 were as
follows:

$ in thousands,                  First      Second      Third       Fourth
except per share amounts        Quarter    Quarter     Quarter     Quarter
- ---------------------------------------------------------------------------
2003
Net sales                      $ 19,405    $ 19,905    $ 16,381    $ 15,472
Gross profit                      3,441       3,143       3,462       2,666
Net earnings (loss)                 324        (124)         42        (584)
Net earnings (loss) per share
   Basic                           0.13       (0.05)       0.02       (0.24)
   Diluted                         0.13       (0.05)       0.02       (0.24)
Cash dividends per share           0.07        0.07        0.07        0.07
===========================================================================
2002
Net sales                      $ 19,740    $ 22,525    $ 20,798    $ 21,786
Gross profit                      3,207       3,934       3,685       3,880
Net earnings                        293         638         416         553
Net earnings per share
   Basic                           0.12        0.26        0.17        0.22
   Diluted                         0.12        0.26        0.17        0.22
Cash dividends per share           0.07        0.07        0.07        0.07
===========================================================================

RANGE OF MARKET PRICES

Kewaunee's  common stock is traded in the NASDAQ National  Market System,  under
the symbol  KEQU.  The  following  table sets forth the  quarterly  high and low
prices reported on the NASDAQ National Market System.

                          First     Second    Third     Fourth
                         Quarter   Quarter   Quarter   Quarter
- ---------------------------------------------------------------
2003
High                    $   11.05  $   9.72  $  10.75  $   9.89
Low                     $    8.50  $   7.90  $   8.70  $   7.36
Close                   $    8.98  $   9.12  $   9.71  $   8.37
===============================================================
2002
High                    $   10.17  $   9.95  $   9.66  $  11.00
Low                     $    8.90  $   7.00  $   7.81  $   9.55
Close                   $    9.65  $   8.00  $   9.66  $  10.60
===============================================================

                                                                              27

<PAGE>

CORPORATE INFORMATION

BOARD OF DIRECTORS                        EXECUTIVE OFFICERS
   Margaret Barr Bruemmer (1)(3)(4)(5)       William A. Shumaker
   Attorney                                  President,
   Milwaukee, WI                             Chief Executive Officer

Wiley N. Caldwell (3)(4)                  D. Michael Parker
   Retired President                         Senior Vice President, Finance,
   W. W. Grainger, Inc.                      Chief Financial Officer,
   Kenilworth, IL                            Treasurer, Secretary

John C. Campbell, Jr. (1)(2)(5)           Roger L. Eggena
   Private Consultant                        Vice President, Manufacturing
   Arlington, TX
                                          Kurt P. Rindoks
Silas Keehn (2)(3)(4)                        Vice President, Engineering
   Retired President                         and Product Development
   Federal Reserve Bank of Chicago
   Winnetka, IL                           James J. Rossi
                                             Vice President, Human Resources

Eli Manchester, Jr. (1)(3)                Kenneth E. Sparks
   Chairman of the Board                     Vice President, General Manager
   Kewaunee Scientific Corporation           Technical Furniture Group
   Statesville, NC

James T. Rhind (1)(2)(4)(5)               CORPORATE OFFICES
   Counsel to Bell, Boyd & Lloyd LLC      2700 West Front Street
   Attorneys                              Statesville, NC 28677-2927
   Chicago, IL                            P.O. Box 1842, Statesville,
                                          NC 28687-1842
                                          Telephone: 704-873-7202
William A. Shumaker (1)(3)                Facsimile: 704-873-1275
   President/CEO
   Kewaunee Scientific Corporation
   Statesville, NC
                                          EMPLOYMENT OPPORTUNITIES
                                          Individuals interested in employment
(1) Executive Committee                   with Kewaunee Scientific Corporation
(2) Audit Committee                       should contact the Vice President of
(3) Financial/Planning Committee          Human Resources, Kewaunee Scientific
(4) Compensation Committee                Corporation, P.O. Box 1842,
(5) Nominating Committee                  Statesville, NC 28687-1842. Employment
    (effective June 20, 2003)             opportunities are also listed on the
                                          Internet at http://www.kewaunee.com.
                                          Kewaunee Scientific Corporation is an
                                          equal opportunity employer.

28

<PAGE>

STOCKHOLDER INFORMATION

Financial Information                     Notice of Annual Meeting
The Company's Form 10-K financial         The Annual Meeting of Stockholders of
report, filed annually with the           Kewaunee Scientific Corporation will
Securities and Exchange Commission,       be held in the 37th floor Annual
may be obtained by stockholders           Meeting Room at Harris Trust & Savings
without charge by writing the             Bank, Chicago, IL on August 27, 2003
Secretary of the Company, Kewaunee        at 10:00 a.m. Central Daylight Time.
Scientific Corporation, P.O. Box 1842,
Statesville, NC 28687-1842.

The Company's common stock is listed
on the NASDAQ National Market System.
                                          Transfer Agent
Trading symbol: KEQU                      and Registrar
                                          All stockholder inquiries, including
Recent financial information is           transfer-related matters, should be
available on the Internet at              directed to:
http://www.kewaunee.com.                  Mellon Investor Services, LLC
                                          Overpeck Centre
Independent                               85 Challenger Road
Accountants                               Ridgefield Park, NJ 07660
PricewaterhouseCoopers LLP                Telephone: 800-288-9541
Charlotte, NC                             Internet at
                                          http://www.melloninvestor.com

PRODUCT INFORMATION

Kewaunee Scientific Corporation           For more information on the Company's
products are available through a          technical furniture, contact the
network of sales representatives and a    TFG-Customer Service
national stocking distributor.            Department in Statesville, NC;
                                          telephone: 704-873-7202;
For more information on the Company's     on the Internet at
laboratory furniture, contact the         http://www.kewaunee.com;
LPG-Marketing Services                    e-mail: marketing-tfg@kewaunee.com.
Department in Statesville, NC;
telephone: 704-873-7202;
on the Internet at
http://www.kewaunee.com;
e-mail: marketing@kewaunee.com.

TRADEMARKS

ADJUSTAbench, Advantage, Alpha,           Supreme Air, TechStat, Trademark,
BasikBench, CFHS, Discovery,              TruView, Versalab, and Visionaire are
Evolution, Explorer, FlexTech,            registered trademarks of Kewaunee
Kemresin, Kemrock, Kemshield,             Scientific Corporation.
Kewaunee, Research Collection,
Signature, Silhouette, Sturdilite,
SturdiKwik,

<PAGE>

[LOGO OF KEWAUNEE(R) SCIENTIFIC CORPORATION]
P.O. Box 1842, Statesville, NC 28687-1842
Phone: (704) 873-7202
Fax: (704) 873-1275
www.kewaunee.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>12
<FILENAME>dex23.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>

                                                                      EXHIBIT 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 333-18417 and No. 333-98963) of Kewaunee Scientific
Corporation of our report dated June 4, 2003 relating to the financial
statements, which appear in the Annual Report to Shareholders, which is
incorporated in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report dated June 4, 2003 relating to the
financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina

July 22, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>13
<FILENAME>dex991.txt
<DESCRIPTION>CERTIFICATION OF PEO
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       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 accompanying Form 10-K of Kewaunee Scientific Corporation
(the "Company") for the period ending April 30, 2003, I, William A. Shumaker,
President and Chief Executive Officer of the Company, hereby certify pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to my knowledge:

     (1)  such Form 10-K of the Company for the period ended April 30, 2003,
          fully complies with the requirements of section 13(a) or 15(d) of the
          Securities and Exchange Act of 1934; and

     (2)  the information contained in such Form 10-K of the Company for the
          period ended April 30, 2003, fairly presents, in all material
          respects, the financial condition and results of operations of the
          Company.

Date:  July 23, 2003


                                       By:        /s/ William A. Shumaker
                                           -------------------------------------
                                                    William A. Shumaker
                                           President and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>14
<FILENAME>dex992.txt
<DESCRIPTION>CERTIFICATION OF PFO
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       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 accompanying Form 10-K of Kewaunee Scientific Corporation
(the "Company") for the period ending April 30, 2003, I, D. Michael Parker,
Senior Vice President, Finance and Chief Financial Officer of the Company,
hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

     (1)  such Form 10-K of the Company for the period ended April 30, 2003,
          fully complies with the requirements of section 13(a) or 15(d) of the
          Securities and Exchange Act of 1934; and

     (2)  the information contained in such Form 10-K of the Company for the
          period ended April 30, 2003, fairly presents, in all material
          respects, the financial condition and results of operations of the
          Company.

Date:  July 23, 2003


                                          By:      /s/ D. Michael Parker
                                             ----------------------------------
                                                     D. Michael Parker
                                             Senior Vice President, Finance and
                                                  Chief Financial Officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
