KEWAUNEE SCIENTIFIC CORP /DE/ (Form: 10-K, Received: 07/20/2009 16:58:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended April 30, 2009 or

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

For the transition period from to

Commission file number 0-5286

KEWAUNEE SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		38-0715562
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

2700 West Front Street Statesville, North Carolina		28677-2927
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (704) 873-7202

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

Common Stock $2.50 par value

(Title of Class)

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

None

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

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

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

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

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

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


Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company x
		(Do not check if a smaller reporting company)

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

The aggregate market value of shares of voting stock held by non-affiliates of the registrant was approximately $17,623,000, based on the last reported sale price of the registrant’s Common Stock on October 31, 2008, the last business day of the registrant’s most recently completed second fiscal quarter. Only shares beneficially owned by directors of the registrant (excluding shares subject to options) and each person owning more than 10% of the outstanding Common Stock of the registrant were excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of July 6, 2009, the registrant had outstanding 2,556,202 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE: Those portions of the Company’s proxy statement for use in connection with Kewaunee Scientific Corporation’s annual meeting of stockholders to be held on August 26, 2009, indicated in this report are incorporated by reference into Part III hereof.


Table of Contents		Page or Reference
PART I

Item 1.	Business	3

Item 1A.	Risk Factors	5

Item 1B.	Unresolved Staff Comments	6

Item 2.	Properties	7

Item 3.	Legal Proceedings	7

Item 4.	Submission of Matters to a Vote of Security Holders	7

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8

Item 6.	Selected Financial Data	9

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 8.	Financial Statements and Supplementary Data	16

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39

Item 9A(T).	Controls and Procedures	39

Item 9B.	Other Information	39

PART III

Item 10.	Directors and Executive Officers of the Registrant	40

Item 11.	Executive Compensation	41

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42

Item 13.	Certain Relationships and Related Transactions, and Director Independence	42

Item 14.	Principal Accountant Fees and Services	42

PART IV

Item 15.	Exhibits, Financial Statement Schedules	43

SIGNATURES		44

EXHIBIT INDEX		45

PART I

Item 1.

Business

GENERAL

Our principal business is the design, manufacture, and installation of laboratory and technical furniture products. Laboratory furniture products include both steel and wood cabinetry, fume hoods, flexible systems, and worksurfaces. Technical furniture products include workstations, workbenches, computer enclosures, and network storage systems.

Our products are sold primarily through purchase orders and contracts submitted by customers through our dealers and commissioned agents and a national distributor, as well as through competitive bids submitted by us and our subsidiaries in India and Singapore. Products are sold principally to pharmaceutical, biotechnology, industrial, chemical, and commercial research laboratories, educational institutions, healthcare institutions, governmental entities, manufacturing facilities, and users of networking furniture. We consider the markets in which we compete to be highly competitive, with a significant amount of the business involving competitive public bidding.

Our need for working capital and our credit practices are comparable to those of other companies manufacturing, selling, and installing similar products in similar markets. Since our products are used in building construction projects, in many cases payments for our 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. On average, payments for our products are received during the quarter following shipment, with the exception of the retention amounts which are collected at the completion of the project.

The principal raw materials and products manufactured by others and used by us in our 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 typically readily available.

We hold various patents and patent rights, but do not consider that our success or growth is dependent upon our patents or patent rights. Our business is not dependent upon licenses, franchises, or concessions.

Our business is not generally cyclical, although sales are sometimes lower during our third quarter because of slower construction activity in certain areas of the country during the winter months. Our business is not dependent on any one or a few customers; however, sales to our national distributor, VWR International, LLC, represented approximately 13 percent of our total sales in each of fiscal years 2009, 2008, and 2007.

Our order backlog at April 30, 2009 was $62.7 million, as compared to $58.7 million at April 30, 2008 and $51.1 million at April 30, 2007. All but $4.1 million of the backlog at April 30, 2009 was scheduled for shipment during fiscal year 2010; however, it may reasonably be expected that delays in shipments will occur because of customer rescheduling or delay in completion of projects which involve the installation of our products. Based on scheduled shipment dates and past experience, we estimate that more than 85 percent of our order backlog at April 30, 2009 will be shipped during fiscal year 2010.

SEGMENT INFORMATION

See Note 9 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for information concerning our Domestic and International business segments.

COMPETITION

We consider the industries in which we compete to be highly competitive and believe that the principal competitive factors are price, product performance, and customer service. A significant portion of our business is based upon competitive public bidding.

RESEARCH AND DEVELOPMENT

The amount spent and expensed by us during the fiscal year ended April 30, 2009 on research and development activities related to new or re-designed products was $1,108,000. The amounts spent for similar purposes in the fiscal years ended April 30, 2008 and 2007 were $1,192,000 and $945,000, respectively.

ENVIRONMENTAL COMPLIANCE

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 us. There is no material capital expenditure anticipated for such purposes, and accordingly, such regulation is not expected to have a material effect on our earnings or competitive position.

EMPLOYEES

At April 30, 2009, we had 466 domestic and 106 international full-time employees.

OTHER INFORMATION

Our Internet address is www.kewaunee.com . We make available, free of charge through this web site, our annual report to stockholders. Our Form 10-K and 10-Q financial reports may be obtained by stockholders by writing the Secretary of the Company, Kewaunee Scientific Corporation, P.O. Box 1842, Statesville, NC 28687-1842. The public may also obtain information on our reports, proxy, and information statements at the SEC Internet site www.sec.gov .

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements included and referenced in this report, including 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 our operations, markets, products, services, and prices, as well as prices for certain raw materials and energy. The cautionary statements made by us pursuant to the Reform Act herein and elsewhere should not be construed as exhaustive. We 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.

EXECUTIVE OFFICERS OF THE REGISTRANT

Included in Part III, Item 10(b) of this Annual Report on Form 10-K.

Item 1A.

Risk Factors

You should carefully consider the following risks before you decide to buy shares of our common stock. If any of the following risks actually occur, our business, results of operations, or financial condition would likely suffer. In such case, the trading price of our common stock would decline, and you may lose all or part of the money you paid to buy our stock.

This and other public reports may contain forward-looking statements based on current expectations, assumptions, estimates, and projections about us and our industry. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those forward-looking statements as a result of many factors, as more fully described below and elsewhere in our public reports. We do not undertake to update publicly any forward-looking statements for any reasons, even if new information becomes available or other events occur in the future.

Disruptions in the financial markets have created uncertainty and deteriorating economic conditions may adversely affect our customers and our business.

The financial markets in the United States, Europe, and Asia have been experiencing extreme disruption in recent months. As widely reported, these markets have experienced, among other things, extreme volatility in security prices, commodities and currencies, as well as severely diminished liquidity and credit availability. The current tightening of credit in financial markets, the inability to access capital markets, the bankruptcy, failure, collapse or sale of various financial institutions and an unprecedented level of intervention from the United States federal government could have a material adverse effect on the demand for our products and our sales, pricing and profitability. Continuation or worsening of the current economic conditions, a prolonged global, national or regional economic recession or other similar events could have a material adverse effect on the demand for our products and on our sales, pricing and profitability. We are unable to predict the likely duration and severity of the current disruption in financial markets and adverse economic conditions in the U.S. and other countries and the impact these events may have on our operations and the laboratory furniture industry in general.

If we fail to compete effectively, our revenue and profit margins could decline.

We face a variety of competition in all of the markets in which we participate. Competitive pricing, including price competition or the introduction of new products, could have material adverse effects on our revenues and profit margins.

Our ability to compete effectively depends to a significant extent on the specification or approval of our products by architects, engineers, and customers. If a significant segment of those communities were to decide that the design, materials, manufacturing, testing, or quality control of our products is inferior to that of any of our competitors, our sales and profits would be materially and adversely affected.

If we lose a large customer, our sales and profits would decline.

We have substantial sales to one large customer. That distributor accounted for 13% of our net sales in fiscal year 2009. Loss of all or a part of our sales to a large customer would have a material effect on our revenues and profits.

An increase in the price of raw materials and energy could negatively affect our sales and profits.

It is common in the laboratory furniture industry for customers to require delivery at extended future dates, as products are frequently to be installed in buildings yet to be constructed. Since prices are normally quoted on a firm basis in the industry, we bear the burden of possible increases in labor, material, and energy costs between the quotation of an order and the delivery of the products. Our principal raw materials are steel, including stainless steel, wood, and epoxy resin. Numerous factors beyond our control, such as general economic conditions, competition, worldwide demand, labor costs, energy costs, and import duties and other trade restrictions, influence prices for our raw materials. We have not always been able, and in the future we might not be able, to increase our product prices in amounts that correspond to increases in costs of raw materials, without materially and adversely affecting our sales and profits. Where we are not able to increase our prices, increases in our raw material costs will adversely affect our profitability.

Our future growth may depend on our ability to penetrate new international markets.

International laws and regulations, construction customs, standards, techniques, and methods differ from those in the United States. Significant challenges of conducting business in foreign countries include, among other factors, local acceptance of our products, political instability, currency controls, changes in import and export regulations, changes in tariff and freight rates, and fluctuations in foreign exchange rates.

Events outside our control may affect our operating results.

We have little control over the timing of our customer shipments. Shipments that we anticipate in one quarter may occur in another quarter, affecting both quarters’ results. Weather conditions, such as unseasonably warm, cold, or wet weather, can affect and sometimes delay projects. Political and economic events can also affect our revenues. When sales do not meet our expectations, our operating results will be reduced for the relevant quarters.

Our principal markets are in the laboratory building construction industry. This industry is subject to significant volatility due to various factors, none of which is within our control. Declines in construction activity or demand for our products could materially and adversely affect our business and financial condition.

We depend on key management and technical personnel, the loss of whom could harm our business.

We depend on certain key management and technical personnel. The loss of one or more key employees may materially and adversely affect us. Our success also depends on our ability to attract and retain additional highly qualified technical, marketing, and management personnel necessary for the maintenance and expansion of our activities. We might not be able to attract or retain such personnel.

Our stock price is likely to be volatile and could drop.

The trading price of our Common Stock could be subject to wide fluctuations in response to quarter-to-quarter variation in operating results, announcement of technological innovations or new products by us or our competitors, general conditions in the construction and construction materials industries, relatively low trading volume in our Common Stock, and other events or factors. In addition, in recent years, the stock market has experienced extreme price fluctuations. This volatility has had a substantial effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance of those companies. Securities market fluctuations may adversely affect the market price of our Common Stock.

We are subject to a number of significant risks that might cause our actual results to vary materially from our forecasts, targets, or projections, including:

•

Failing to anticipate, appropriately invest in and effectively manage the human, information technology, and logistical resources necessary to support our business, including managing the costs associated with such resources;

•

Failing to generate sufficient future positive operating cash flows and, if necessary, secure adequate external financing to fund our growth; and

•

Interruptions in service by common carriers that ship goods within our distribution channels.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

We own and operate three adjacent manufacturing facilities in Statesville, North Carolina. These facilities also house our corporate offices, as well as sales and marketing, administration, engineering and drafting personnel. These facilities together comprise approximately 382,000 square feet and are located on approximately 20 acres of land. In addition, at April 30, 2009, we leased our primary distribution facility and other warehouse facilities totaling 220,000 square feet in Statesville, North Carolina. We also lease and operate a manufacturing facility in Bangalore, India totaling approximately 55,000 square feet.

All of the facilities which we own are held free and clear of any encumbrances. We believe our facilities are suitable for their respective uses and are adequate for our current needs.

Item 3.

Legal Proceedings

From time to time, we are involved in disputes and litigation relating to claims arising out of our operations in the ordinary course of business. Further, we are periodically subject to government audits and inspections. We believe that any such matters presently pending will not, individually or in the aggregate, have a material adverse effect on our results of operations or financial condition.

Item 4.

Submission of Matters to a Vote of Security Holders

Not Applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded in the Nasdaq Global Market, under the symbol KEQU. The following table sets forth the quarterly high and low prices reported on the Nasdaq Global Market.


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2009
High	$	18.80	$	15.98	$	11.75	$	9.50
Low	$	9.76	$	7.00	$	6.50	$	7.40
Close	$	11.16	$	9.05	$	9.18	$	9.38

2008
High	$	15.44	$	18.50	$	20.73	$	20.04
Low	$	10.64	$	12.78	$	12.50	$	14.65
Close	$	14.50	$	15.57	$	17.40	$	15.60

As of July 6, 2009, we estimate there were approximately 1,000 stockholders of our common shares, of which 212 were stockholders of record. We paid cash dividends of $0.32 per share for fiscal year 2009, and $0.28 for fiscal years 2008 and 2007. The quarterly cash dividend was increased to eight cents per outstanding share in May 2008. We expect to pay dividends in the future in line with our actual and anticipated future operating results.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

See Item 12 in this Form 10-K for a discussion of securities authorized for issuance under our equity compensation plans.

Item 6.

Selected Financial Data

The following table sets forth our selected consolidated financial information for each of the years ended April 30, 2009, 2008, 2007, 2006, and 2005; this information is derived from our audited Consolidated Financial Statements, the most recent three years of which appear elsewhere herein. The data presented below should be read in conjunction with the Consolidated Financial Statements and related Notes thereto and “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.


	Years Ended April 30
$ and shares in thousands, except per share amounts	2009			2008			2007			2006			2005
OPERATING STATEMENT DATA:
Net sales	$	103,978		$	89,510		$	81,441		$	84,071		$	73,481
Costs of products sold		82,605			70,338			66,355			71,663			60,997

Gross profit		21,373			19,172			15,086			12,408			12,484
Other operating income		—			—			—			884			—
Operating expenses		14,289			13,559			11,728			12,175			12,699

Operating earnings (loss)		7,084			5,613			3,358			1,117			(215	)
Other income (expense)		(28	)		47			53			50			2
Interest expense		(280	)		(294	)		(670	)		(470	)		(310	)

Earnings (loss) before income taxes		6,776			5,366			2,741			697			(523	)
Income tax expense (benefit)		2,264			1,733			902			288			(488	)

Earnings (loss) before minority interests		4,512			3,633			1,839			409			(35	)
Minority interests in subsidiaries		(265	)		(499	)		(299	)		(216	)		(112	)

Net earnings (loss)	$	4,247		$	3,134		$	1,540		$	193		$	(147	)

Weighted average shares outstanding:
Basic		2,555			2,530			2,493			2,492			2,491
Diluted		2,561			2,557			2,495			2,493			2,495

PER SHARE DATA:
Net earnings (loss):
Basic	$	1.66		$	1.24		$	0.62		$	0.08		$	(0.06	)
Diluted		1.66			1.23			0.62			0.08			(0.06	)
Cash dividends		0.32			0.28			0.28			0.28			0.28
Year-end book value		10.54			10.56			9.64			10.25			10.43


	As of April 30
$ in thousands	2009			2008			2007			2006			2005
BALANCE SHEET DATA:
Current assets	$	37,545		$	33,182		$	28,514		$	31,398		$	26,780
Current liabilities		18,663			17,262			16,183			20,373			16,399
Net working capital		18,882			15,920			12,331			11,025			10,381
Net property, plant and equipment		11,369			11,825			11,255			11,163			10,730
Total assets		52,529			50,606			45,240			50,472			46,212
Total borrowings/long-term debt		6,141			5,027			4,325			9,059			5,127
Stockholders’ equity		26,953			26,947			24,048			25,546			25,989

OTHER DATA:
Capital expenditures	$	1,500		$	2,546		$	1,724		$	1,886		$	976
Year-end stockholders of record		212			214			225			243			252
Year-end employees (domestic)		466			448			433			471			484

Item 7.

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this document 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 our operations, markets, products, services, and prices. The cautionary statements made pursuant to the Reform Act herein and elsewhere by us should not be construed as exhaustive. We 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. Over time, our actual results, performance, or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and harmful to our stockholders’ interest. Many important factors that could cause such a difference are described under the caption “Risk Factors,” in Item 1A of this Annual Report, which you should review carefully.

MANAGEMENT’S DISCUSSION AND ANALYSIS

INTRODUCTION

We are a recognized leader in the design, manufacture, and installation of laboratory and technical furniture products. Laboratory furniture products include both steel and wood cabinetry, fume hoods, flexible systems, and worksurfaces. Technical furniture products include workstations, workbenches, computer enclosures, and network storage systems. Our corporate headquarters are located in Statesville, North Carolina, and our manufacturing facilities are located in Statesville and Bangalore, India. We also have subsidiaries in Singapore and Bangalore that serve the Asian and Middle East markets. Although only approximately 13.2% of our sales were through our international subsidiaries in fiscal year 2009, these sales are considered an important part of our long-term growth strategy.

Our products are primarily sold through purchase orders and contracts submitted by customers through our dealers and commissioned agents, a national distributor, and through competitive bids submitted by us and our subsidiaries. Products are sold principally to pharmaceutical, biotechnology, industrial, chemical, and commercial research laboratories, educational institutions, healthcare institutions, governmental entities, manufacturing facilities, and users of networking furniture. We consider the markets in which we compete to be highly competitive, with a significant amount of the business involving competitive public bidding.

It is common in the laboratory furniture industry for customer orders to require delivery at extended future dates, as 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 and our recognition of the sale. Since prices are normally quoted on a firm basis in the industry, we bear the burden of possible increases in labor and material costs between quotation of an order and delivery of the product. The impact of such possible increases is considered when determining the sales price. The principal raw materials and products manufactured by others and used in our products are cold-rolled carbon and stainless steel, hardwood lumbers and plywood, paint, chemicals, resins, hardware, plumbing and electrical fittings. Such materials and products are purchased from multiple suppliers and are typically readily available.

CRITICAL ACCOUNTING POLICIES

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of our consolidated financial statements in conformity with generally accepted accounting principles in the United States of America. Actual results could differ significantly from those estimates. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our 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.

Revenue Recognition

A portion of our product sales result from fixed-price construction contracts that involve a signed contract for a fixed price to provide our laboratory furniture and fume hoods for a construction project. We are usually in the role of a subcontractor, but in some cases may enter into a contract directly with the end-user of the products. Our contract arrangements normally do not contain a general right of return relative to the delivered items. Product sales resulting from fixed-price construction contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation services. There is objective and reliable evidence of fair value for both the product sales and installation services, and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represents individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The Company’s products are regularly sold on a stand-alone basis to customers which provides vendor-specific objective evidence of fair value. The fair value of installation services is separately calculated using expected costs of installation services. Many times the value of installation services is calculated using price quotations from subcontractors to the Company, who perform installation services on a stand-alone basis. Assuming all other criteria for revenue recognition have been met, we recognize revenue for product sales at the date of shipment. Product sales resulting from purchase orders involve a purchase order received by us from our dealers or our stocking distributor. This category includes product sales for standard products, as well as products which require some customization. These sales are recognized under the terms of the purchase order which generally are freight on board (“FOB”) shipping point and do not include rights of return. Accordingly, these sales are recognized at the time of shipment.

Allowance for Doubtful Accounts

Evaluation of the allowance for doubtful accounts involves management judgments and estimates. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where management is aware of a customer’s inability to meet its financial obligations to us, or a project dispute makes it unlikely that all of the receivable owed by a customer will be collected, a specific reserve for bad debts is estimated and recorded to reduce the recognized receivable to the estimated amount we believe 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 our recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding.

Inventories

Inventories are valued at the lower of cost or market. The cost of the majority of inventories is measured on the last in, first out (“LIFO”) method. The LIFO method allocates the most recent costs to cost of products sold, and, therefore, recognizes into operating results fluctuations in raw materials and other inventoriable costs more quickly than other methods. Inventories at our international subsidiaries are measured at actual cost.

Pension Benefits

We sponsor pension plans covering all employees who met eligibility requirements as of April 30, 2005. In February 2005, our pension plans were amended as of April 30, 2005. No further benefits have been, or will be, earned under the plans subsequent to the amendment date, and no additional participants have been, or will be, added to the plans. Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the pension plans. These factors include assumptions about the discount rate used to calculate and determine benefit obligations and expected return on plan assets within certain guidelines. The actuarial assumptions used by us 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 income or expense recorded by us in future periods.

RESULTS OF OPERATIONS

Sales for fiscal year 2009 were $104.0 million, an increase of 16% from fiscal year 2008 sales of $89.5 million. Domestic Operations sales for the year were $90.3 million, an increase of 22% from the prior year. As reflected in the growth of our order backlog, incoming order activity was strong throughout the year, as a healthy domestic laboratory furniture marketplace more than offset the impact of a soft Asian marketplace. International Operations sales for the year were $13.7 million, a decrease of 13% over the prior year.

Our order backlog was $62.7 million at April 30, 2009, as compared to $58.7 million at April 30, 2008, and $51.1 million at April 30, 2007.

Sales for fiscal year 2008 were $89.5 million, an increase of 10% from fiscal year 2007 sales of $81.4 million. Domestic Operations sales for fiscal year 2008 were $73.8 million, an increase of 11% from the prior year. International Operations sales for fiscal year 2008 were $15.8 million, an increase of 6% over the prior year.

Gross profit represented 20.6%, 21.4%, and 18.5% of sales in fiscal years 2009, 2008, and 2007, respectively. The decrease in gross profit margin in fiscal year 2009 from fiscal year 2008 was primarily due to higher costs for certain key raw materials, higher energy and transportation costs, and increased competitive pricing in the marketplace. The increase in the gross profit margin in fiscal year 2008 from fiscal year 2007 was primarily due to improved manufacturing efficiencies related to capital projects completed in prior years, continued implementation of lean manufacturing techniques, and lower cost global supply sources for certain materials and components.

Operating expenses were $14.3 million, $13.6 million, and $11.7 million in fiscal years 2009, 2008, and 2007, respectively, and 13.7%, 15.1%, and 14.4% of sales, respectively. The increase in operating expenses for fiscal year 2009 as compared to fiscal year 2008 included an increase of $161,000 in pension expense, an increase of $175,000 in depreciation expense for computer systems, and an increase of $116,000 in sales commissions due to the increase in sales. The increase in operating expenses for fiscal year 2008 as compared to fiscal year 2007 included an increase of $339,000 in compensation earned under performance incentive plans, an increase of $335,000 in sales and marketing expenses, an increase of $93,000 in sales commissions due to the increase in sales, and Sarbanes-Oxley consulting costs of $216,000.

Other expense was $28,000 in fiscal year 2009. Other income was $47,000 and $53,000 in fiscal years 2008 and 2007, respectively.

Interest expense was $280,000, $294,000, and $670,000 in fiscal years 2009, 2008, and 2007, respectively. The decrease in interest expense in fiscal year 2009 resulted primarily from lower interest rates. The decreased interest expense in fiscal year 2008 from fiscal year 2007 was primarily from lower levels of bank borrowings.

Income tax expense of $2,264,000, or 33.4% of pretax earnings, was recorded in fiscal year 2009. Income tax expense of $1,733,000, or 32.3% of pretax earnings, was recorded in fiscal year 2008. Income tax expense of $902,000, or 32.9% of pretax earnings, was recorded in fiscal year 2007. The effective tax rate for each of these years is lower than the statutory rate due to the favorable impact of tax rates for the Company’s international subsidiaries and the impact of state and federal tax credits.

Minority interest related to our two subsidiaries that are not 100% owned by us were $265,000, $499,000, and $299,000, for fiscal years 2009, 2008, and 2007, respectively. The changes in minority interest for each year were due to changes in the levels of net income of the subsidiaries.

Net earnings in fiscal year 2009 were $4,247,000, or $1.66 per diluted share. Net earnings in fiscal year 2008 were $3,134,000, or $1.23 per diluted share. Net earnings in fiscal year 2007 were $1,540,000, or $0.62 per diluted share.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity have historically been funds generated from operating activities, supplemented as needed by borrowings under our revolving credit facility. Additionally, certain machinery and equipment are financed by non-cancelable operating leases or capital leases. We believe that these sources of funds will be sufficient to support ongoing business requirements, including capital expenditures, through fiscal year 2010.

At April 30, 2009, we had advances of $5.7 million outstanding under our unsecured $14 million revolving credit facility. The credit facility matures in September 2010, and we intend to extend or replace it with a new facility prior to the maturity date, although there can be no assurance as to the availability or terms of any such extension or replacement. See Note 3 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report for additional information concerning our credit facility.

During fiscal years 2009 and 2007, we entered into capital lease arrangements related to costs of $307,000 and $300,000, respectively, associated with a new enterprise resource planning (ERP) system that was implemented in the fourth quarter of fiscal year 2008. These lease arrangements, as well as most of our leases for machinery and equipment, provide us with renewal and purchase options and certain early cancellation rights.

The following table summarizes the cash payment obligations including interest, if applicable, for our lease arrangements as of April 30, 2009:

PAYMENTS DUE BY PERIOD

($ in thousands)


Contractual Obligations	Total		1 Year		2-3 Years		4-5 Years		After 5 years
Operating Leases	$	6,357	$	1,823	$	2,923	$	1,141	$	470
Capital Leases		471		251		183		37		—

Total Contractual Cash Obligations	$	6,828	$	2,074	$	3,106	$	1,178	$	470

We do not have any off balance sheet arrangements at April 30, 2009.

Operating activities provided cash of $2.1 million in fiscal year 2009, primarily from operating earnings and a decrease in prepaid income taxes, partially offset by increases in accounts receivable and inventory. Operating activities provided cash of $3.4 million in fiscal year 2008, primarily from operating earnings and an increase in accounts payable, partially offset by increases in accounts receivable and inventory, and a decrease in deferred revenue. Operating activities provided cash of $8.6 million in fiscal year 2007, primarily from operating earnings, a reduction in accounts receivable, and an increase in deferred revenue. The majority of the April 30, 2009 accounts receivable balances are expected to be collected during the first quarter of fiscal year 2010, with the exception of retention amounts on fixed-price contracts which are collected when the entire construction project is completed and all retention funds are paid by the owner.

As discussed above, no further benefits have been, or will be, earned under our pension plans after April 30, 2005, and no additional participants have been, or will be, added to the plans. We did not make any contributions to the plans in fiscal years 2009, 2008, and 2007, and do not expect to make any contributions to the plans in fiscal year 2010.

Capital expenditures were $1.5 million, $2.5 million, and $1.7 million in fiscal years 2009, 2008, and 2007, respectively. Capital expenditures in fiscal years 2009, 2008, and 2007 were funded primarily from cash generated by operating activities. Capital assets related to the new ERP system in the amounts of $307,000 and $300,000 were funded under capital leases in fiscal years 2009 and 2007, respectively. Fiscal year 2010 capital expenditures are anticipated to be approximately $2.0 million and are expected to be funded primarily by cash from operating activities.

Working capital increased to $18.9 million at April 30, 2009, from $15.9 million at April 30, 2008, and the ratio of current assets to current liabilities increased to 2.0-to-1 at April 30, 2009, from 1.9-to-1 at April 30, 2008. The increase in working capital for fiscal year 2009 was primarily due to increases in accounts receivable, and inventory, offset by increases in short-term borrowings.

We paid cash dividends of $0.32 per share in fiscal year 2009. We paid cash dividends of $0.28 per share for each of the fiscal years 2008 and 2007. The quarterly cash dividend was increased to eight cents per outstanding share in May 2008. We expect to pay dividends in the future in line with our actual and anticipated future operating results.

RECENT ACCOUNTING STANDARDS

New Accounting Standards In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 159, “the Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”), which allows measurement of specified financial instruments, warranty, and insurance contracts at fair value on a contract by contract basis, with changes in fair value recognized in earnings in each period. SFAS 159 was effective at the beginning of the fiscal year that began after November 15, 2007. The Company adopted SFAS 159 in fiscal year 2009. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS 141R”), which requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in business combinations to be recorded at “full fair value.” SFAS 141R also requires that the direct costs of acquisitions be expensed as incurred, and that the estimated fair value of contingent consideration be recorded at the date of purchase, with changes in the estimated fair value recorded in the income statement. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008, and will be effective for the Company in fiscal year 2010. The Company has not yet determined the effect, if any, that the adoption of this standard will have on its consolidated financial position or results of operations.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” The statement establishes accounting and reporting standards for a non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest should be classified as a separate component of equity. Among other items, it also changes how income attributable to the parent and the non-controlling interest are presented on the consolidated income statement. The statement is effective for fiscal years beginning on or after December 15, 2008, and will be effective for the Company in fiscal year 2010. The Company has not yet determined the effect, if any, that the adoption of this standard will have on its consolidated financial position or results of operations.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133” (SFAS 161). SFAS 161 amends and expands disclosures about derivative instruments and hedging activities. SFAS 161 requires qualitative disclosures about the objectives and strategies of derivative instruments, quantitative disclosures about the fair value amounts of and gains and losses on derivative instruments, and disclosures of credit-risk-related contingent features in hedging activities. SFAS 161 is effective for fiscal years beginning after November 15, 2008 and will be effective for the Company in fiscal year 2010. Early adoption is prohibited; however, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. The Company has not yet determined the effect, if any, that the adoption of this standard will have on its consolidated financial position or results of operations.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance Contracts” (SFAS 163). SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective for fiscal years beginning after December 15, 2008. The Company will adopt SFAS 163 in fiscal year 2010 and believes it will not have a significant impact on its consolidated financial position or results of operations.

OUTLOOK

Our current expectations are that fiscal year 2010 will again be profitable for the Company. However, the financial markets in the United States, Europe, and Asia have been experiencing extreme disruptions in recent months, and among other things, the Company expects higher pension costs as a result of investment losses in our pension portfolio in fiscal year 2009. We are unable to predict the likely duration and severity of the current disruptions and adverse economic conditions in the United States and other countries and the impact these events may have on our operations and the laboratory furniture industry in general. The future demand for our products also continues to be limited given the Company’s role as subcontractor or supplier to dealers for subcontractors. In addition to the above factors affecting the Company and our markets, demand for our products is also dependent upon the number of laboratory construction projects planned and/or current progress in projects already under construction. Our earnings are also impacted by increased costs of raw materials, including stainless steel, wood, and epoxy resin, and whether we are able to increase product prices to customers in amounts that correspond to such increases without materially and adversely affecting sales. Additionally, since prices are normally quoted on a firm basis in the industry, we bear the burden of possible increases in labor and material costs between the quotation of an order and delivery of a product.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk in the area of interest rates. This exposure is associated with advances outstanding under our bank line of credit and certain lease obligations for production machinery, all of which are priced on a floating rate basis. Advances outstanding under the bank line of credit were $5.7 million at April 30, 2009. We believe that our exposure to market risk is not material.

Item 8.

Financial Statements and Supplementary Data


		Page
Consolidated Financial Statements

Report of Management on Internal Control over Financial Reporting		17

Report of Independent Registered Public Accounting Firm Cherry, Bekaert & Holland, L.L.P.		18

Consolidated Statements of Operations – Years ended April 30, 2009, 2008 and 2007		19

Consolidated Statements of Stockholders’ Equity – Years ended April 30, 2009, 2008 and 2007		20

Consolidated Balance Sheets – April 30, 2009 and 2008		21

Consolidated Statements of Cash Flows – Years ended April 30, 2009, 2008 and 2007		22

Notes to Consolidated Financial Statements		23

Consent of Independent Registered Public Accounting Firm		37

Schedule I – Valuation and Qualifying Accounts		38

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.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS

OF KEWAUNEE SCIENTIFIC CORPORATION

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United states, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

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

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, Management concluded the Company maintained effective internal control over financial reporting as of April 30, 2009.

/s/ William A. Shumaker

President

Chief Executive Officer

/s/ D. Michael Parker

Senior Vice President, Finance

Chief Financial Officer

July 17, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS

OF KEWAUNEE SCIENTIFIC CORPORATION

We have audited the accompanying consolidated balance sheets of Kewaunee Scientific Corporation and subsidiaries (the “Company”) as of April 30, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended April 30, 2009. Our audits also included the financial statement schedule listed in the index at Item 15(a). These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of April 30, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended April 30, 2009, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in the notes to the consolidated financial statements, the Company: (1) effective April 30, 2007, began to recognize the funded status of its benefit plan in its consolidated balance sheet to conform to Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R),” and (2) effective April 30, 2007, the Company adopted the dual method of evaluating errors, as required by Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.”

We were not engaged to examine management’s assertion about the effectiveness of the Company’s internal control over financial reporting as of April 30, 2009 included in the accompanying “Report of Management on Internal Control over Financial Reporting,” and, accordingly, we do not express an opinion thereon.

/s/ CHERRY, BEKAERT & HOLLAND, L.L.P.

Charlotte, North Carolina

July 10, 2009

CONSOLIDATED STATEMENTS OF OPERATIONS


Years Ended April 30		Kewaunee Scientific Corporation


*$ and shares in thousands, except per share amounts*	2009			2008			2007
Net sales	$	103,978		$	89,510		$	81,441
Costs of products sold		82,605			70,338			66,355

Gross profit		21,373			19,172			15,086
Operating expenses		14,289			13,559			11,728

Operating earnings		7,084			5,613			3,358
Other income (expense)		(28	)		47			53
Interest expense		(280	)		(294	)		(670	)

Earnings before income taxes		6,776			5,366			2,741
Income tax expense		2,264			1,733			902

Earnings before minority interests		4,512			3,633			1,839
Minority interests in subsidiaries		(265	)		(499	)		(299	)

Net earnings	$	4,247		$	3,134		$	1,540

Net earnings per share
Basic	$	1.66		$	1.24		$	0.62
Diluted	$	1.66		$	1.23		$	0.62

Weighted average number of Common shares outstanding
Basic		2,555			2,530			2,493
Diluted		2,561			2,557			2,495

The accompanying Notes are an integral part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Kewaunee Scientific Corporation


*$ in thousands, except per share amounts*	Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity
Balance at April 30, 2006	$	6,550	$	144	$	19,526		$	113		$	(787	)	$	25,546
Net earnings		—		—		1,540			—			—			1,540
Cash dividends declared, $.28 per share		—		—		(698	)		—			—			(698	)
Stock options exercised, 2,500 shares		—		11		—			—			16			27
Foreign currency translation adjustments		—		—		—			166			—			166
Cummulative effect of adoption of SAB No. 108		—		—		(421	)		—			—			(421	)
Adoption of SFAS No. 158, net of tax		—		—		—			(2,112	)		—			(2,112	)

Balance at April 30, 2007		6,550		155		19,947			(1,833	)		(771	)		24,048

Net earnings		—		—		3,134			—			—			3,134
Cash dividends declared, $.28 per share		—		—		(708	)		—			—			(708	)
Stock options exercised, 56,400 shares		—		309		—			—			347			656
Stock options granted, 36,100 shares		—		25		—			—			—			25
Foreign currency translation adjustments		—		—		—			64			—			64
Unrecognized actuarial loss, SFAS No. 158, net of tax		—		—		—			(272	)		—			(272	)

Balance at April 30, 2008		6,550		489		22,373			(2,041	)		(424	)		26,947

Net earnings		—		—		4,247			—			—			4,247
Cash dividends declared, $.32 per share		—		—		(818	)		—			—			(818	)
Stock options exercised, 21,000 shares		—		55		—			—			130			185
Stock options granted, 38,500 shares		—		70		—			—			—			70
Purchase of treasury stock, 15,968 shares		—		—		—			—			(198	)		(198	)
Foreign currency translation adjustments		—		—		—			(633	)		—			(633	)
Unrecognized actuarial loss, SFAS No. 158, net of tax		—		—		—			(2,847	)		—			(2,847	)

Balance at April 30, 2009	$	6,550	$	614	$	25,802		$	(5,521	)	$	(492	)	$	26,953

The accompanying Notes are an integral part of these Consolidated Financial Statements.

CONSOLIDATED BALANCE SHEETS


April 30		Kewaunee Scientific Corporation


*$ and shares in thousands, except per share amounts*	2009			2008
ASSETS
Current Assets
Cash and cash equivalents	$	3,559		$	3,784
Restricted cash		456			480
Receivables, less allowance: $259 (2009); $274 (2008)		24,526			20,087
Inventories		7,839			6,984
Deferred income taxes		309			407
Prepaid expenses and other current assets		856			1,440

Total Current Assets		37,545			33,182

Property, Plant and Equipment, Net		11,369			11,825

Other Assets
Prepaid pension cost		—			1,936
Deferred income taxes		351			—
Other		3,264			3,663

Total Other Assets		3,615			5,599

Total Assets	$	52,529		$	50,606

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings	$	5,720		$	4,551
Current obligations under capital leases		220			323
Accounts payable		8,812			8,929
Employee compensation and amounts withheld		1,709			2,026
Deferred revenue		1,298			667
Other accrued expenses		904			766

Total Current Liabilities		18,663			17,262

Obligations under capital leases		201			153
Deferred income taxes		—			921
Accrued employee benefit plan costs		5,406			3,555
Minority interest in subsidiaries		1,306			1,768

Total Liabilities		25,576			23,659

Commitments and Contingencies (Note 7)
Stockholders’ Equity
Common stock, $2.50 par value, Authorized- 5,000 shares; Issued- 2,620 shares; Outstanding- 2,556 shares (2009); 2,551 shares (2008)		6,550			6,550
Additional paid-in-capital		614			489
Retained earnings		25,802			22,373
Accumulated other comprehensive loss		(5,521	)		(2,041	)
Common stock in treasury, at cost: 64 shares (2009); 69 shares (2008)		(492	)		(424	)

Total Stockholders’ Equity		26,953			26,947

Total Liabilities and Stockholders’ Equity	$	52,529		$	50,606

The accompanying Notes are an integral part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS


Years Ended April 30		Kewaunee Scientific Corporation


*$ in thousands*	2009			2008			2007
Cash Flows from Operating Activities
Net earnings	$	4,247		$	3,134		$	1,540
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		2,263			1,981			1,952
Bad debt provision		139			192			136
Provision for deferred income tax expense		547			940			541
Decrease (increase) in prepaid income taxes		803			(812	)		—
(Increase) decrease in receivables		(4,578	)		(1,218	)		4,002
Increase in inventories		(855	)		(1,115	)		(9	)
Increase in prepaid pension cost		(297	)		(297	)		(382	)
(Decrease) increase in accounts payable and other accrued expenses		(296	)		1,059			(700	)
Increase (decrease) in deferred revenue		631			(1,005	)		1,137
Other, net		(504	)		532			418

Net cash provided by operating activities		2,100			3,391			8,635

Cash Flows from Investing Activities
Capital expenditures		(1,500	)		(2,546	)		(1,724	)
Decrease (increase) in restricted cash		24			(108	)		27

Net cash used in investing activities		(1,476	)		(2,654	)		(1,697	)

Cash Flows from Financing Activities
Dividends paid		(818	)		(708	)		(698	)
Dividends paid to minority interest in subsidiaries		(504	)		—			—
Net increase (decrease) in short-term borrowings		1,169			1,062			(4,727	)
Payments of capital leases		(362	)		(360	)		(308	)
Purchase of treasury stock		(198	)		—			—
Proceeds from exercise of stock options (including tax benefit)		255			681			27

Net cash (used in) provided by financing activities		(458	)		675			(5,706	)

Effect of exchange rate changes on cash, net		(391	)		141			70

(Decrease) increase in Cash and Cash Equivalents		(225	)		1,553			1,302
Cash and Cash Equivalents at Beginning of Year		3,784			2,231			929

Cash and Cash Equivalents at End of Year	$	3,559		$	3,784		$	2,231

Supplemental Disclosure of Cash Flow Information
Interest paid	$	291		$	307		$	678
Income taxes paid	$	994		$	1,109		$	19
Purchase of fixed assets under capital leases	$	307		$	—		$	300

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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, flexible systems, worksurfaces, workstations, workbenches, and computer enclosures. The Company’s sales are made through purchase orders and contracts submitted by customers, dealers and agents, a national stocking distributor, competitive bids submitted by the Company, and its 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 facilities manufacturing computers and light electronics, and by users of computer and networking furniture.

Principles of Consolidation The Company’s consolidated financial statements include the accounts of Kewaunee Scientific Corporation and its four international subsidiaries. A brief description of each subsidiary, along with the amount of the Company’s controlling financial interests, is as follows: (1) Kewaunee Labway Asia Pte. Ltd., a dealer for the Company’s products in Singapore, is 51% owned by the Company; (2) Kewaunee Labway India Pvt. Ltd., a dealer for the Company’s products in Bangalore, India, is 91% owned by Kewaunee Labway Asia, Pte. Ltd.; (3) Kewaunee Scientific Corporation India Pvt. Ltd. in Bangalore, India, a manufacturing and assembly operation, is 100% owned by the Company, and (4) Kewaunee Scientific Corporation Singapore Pte. Ltd., a holding company in Singapore, is 100% owned by the Company. All intercompany balances, transactions, and profits have been eliminated. Included in the consolidated financial statements are net assets of $4,423,000 and $4,172,000 at April 30, 2009 and 2008, respectively, of the Company’s subsidiaries. Net sales by the Company’s subsidiaries in the amount of $13,728,000, $15,742,000, and $14,856,000 were included in the consolidated statements of operations for fiscal years 2009, 2008, and 2007, respectively.

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. During the years ended April 30, 2009 and 2008, the Company had cash deposits in excess of FDIC insured limits. The Company has not experienced any losses from such deposits.

Restricted Cash Restricted cash includes bank deposits of a subsidiary used for performance guarantees against customer orders.

Allowance for Doubtful Accounts The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where management is aware of a customer’s inability to meet its financial obligations to the Company, or a project dispute makes it unlikely that all of the receivable owed by a customer will be collected, a specific reserve for bad debts is estimated and recorded to reduce 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 customer’s recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding. Accounts are written off when it is clearly established that the receivable is a bad debt. Recoveries of receivables previously written off are recorded when received.

Inventories Inventories are valued at the lower of cost or market. The cost of the majority of inventories is measured on the last in, first out (“LIFO”) method. The LIFO method allocates the most recent costs to cost of products sold; and, therefore, recognizes into operating results fluctuations in costs of raw materials more quickly than other methods. Inventories at our international subsidiaries are measured at actual cost.

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. Property, plant and equipment consisted of the following at April 30:


$ in thousands	2009			2008			Useful Life
Land	$	41		$	41		N/A
Building and improvements		10,140			10,044		10-40 years
Machinery and equipment		29,117			29,101		5-10 years

Total		39,298			39,186
Less accumulated depreciation		(27,929	)		(27,361	)

Net property, plant and equipment	$	11,369		$	11,825

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. If projected undiscounted cash flows are not sufficient to recover the carrying value of the potentially impaired asset, the carrying value is reduced to estimated fair value. At April 30, 2009 and 2008, equipment financed under capital leases with a cost of $1,627,000 and $1,320,000, respectively, was included in machinery and equipment.

Other Assets Other assets at April 30, 2009 and 2008 included $2,917,000 and $3,509,000, respectively, of assets held in a trust account for non-qualified benefit plans and $159,000 and $154,000, respectively, of cash surrender values of life insurance policies. Life insurance policies are recorded at the amount that could be realized under the insurance contract as of the date of the Company’s consolidated balance sheet. The change in cash surrender or contract value is recorded as income or expense during each period. Other assets at April 30, 2009 also included $188,000 for the noncurrent portion of notes receivable.

Use of Estimates The presentation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Significant estimates impacting the accompanying consolidated financial statements include the allowance for uncollectible accounts receivable, inventory valuation, and pension liabilities.

Fair Value of Financial Instruments A financial instrument is defined as cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and equivalents, notes receivable, mutual funds, cash surrender value of life insurance policies, capital lease obligations, and short-term borrowings. The carrying value of these assets and liabilities approximate their fair value.

Effective May 1, 2008, the Company adopted SFAS No. 157, which provides a framework for measuring fair value under accounting principles generally accepted in the United States (“GAAP”). The adoption of this statement had an immaterial impact on our consolidated financial statements. The Company also adopted the deferral provisions of FSP No. 157-2, which delays the effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and liabilities until fiscal years beginning after November 15, 2008.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1

Quoted prices in active markets for identical assets or liabilities as of the reporting date.

Level 2

Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date.

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring and nonrecurring basis as of April 30, 2009:


Financial Assets (in thousands)	Level 1		Level 2		Level 3		Total
Trading securities held in deferred compensation plan (1)	$	2,917	$	—	$	—	$	2,917
Cash surrender value of life insurance policies (1)		—		159		—		159
Note receivable		—		—		415		415

Total	$	2,917	$	159	$	415	$	3,491
Financial Liabilities (in thousands)
Deferred compensation plans (2)	$	—	$	3,071	$	—	$	3,071

Total	$	—	$	3,071	$	—	$	3,071

(1)

The Company maintains an executive compensation plan which include investment assets in a rabbi trust. These assets consist of marketable securities, which are valued using quoted market prices multiplied by the number of shares owned, and the cash surrender value of life insurance policies.

(2)

The deferred compensation plan liability is equal to the individual participants’ account balances under the plan.

Revenue Recognition Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped, or customers have purchased and accepted title to the goods, but because of construction delays, have requested that the Company temporarily store the finished goods on the customer’s behalf; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the price to the customer is fixed, and (4) collectability is reasonably assured.

Deferred revenue consists of customer deposits and advance billings of the Company’s products where sales have not yet been recognized. Accounts receivable includes retainage in the amounts of $2,270,000 and $1,109,000 at April 30, 2009 and 2008, respectively. Shipping and handling costs are included in cost of sales. Because of the nature and quality of the Company’s products, any warranty issues are determined in a relatively short period after the sale and are infrequent in nature, and as such, warranty costs are immaterial to the Company’s consolidated financial position and results of operations and are expensed as incurred.

Product sales resulting from fixed-price construction contracts involve a signed contract for a fixed price to provide the Company’s laboratory furniture and fume hoods for a construction project. The Company is usually in the role of a subcontractor, but in some cases may enter into a contract directly with the end-user of the products. Contract arrangements normally do not contain a general right of return relative to the delivered items. Product sales resulting from fixed-price construction contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation services. There is objective and reliable evidence of fair value for both the product sales and installation services, and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The Company’s products are regularly sold on a stand-alone basis to customers which provides vendor-specific objective evidence of fair value. The fair value of installation services is separately calculated using expected costs of installation services. Many times the value of installation services is calculated using price quotations from subcontractors to the Company who performs installation services on a stand-alone basis.

Product sales resulting from purchase orders involve a purchase order received by the Company from its dealers or its stocking distributor. This category includes product sales for standard products, as well as products which require some customization. Any customization requirements are approved by the customer prior to manufacture of the customized product. Sales from purchase orders are recognized under the terms of the purchase order which generally are freight on board (“FOB”) shipping point and do not include rights of return. Accordingly, these sales are recognized at the time of shipment.

Credit Concentration 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 the Company’s national stocking distributor, VWR International, LLC, represented approximately 13% of the Company’s total sales in fiscal years 2009, 2008, and 2007.

Income Taxes The Company uses the liability method in measuring the provision for income taxes and recognizing deferred tax assets and liabilities on the balance sheet. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

The Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” as of May 1, 2007. FIN 48 clarifies the financial statement recognition threshold and measurement attribute of a tax position taken or expected to be taken in a tax return in accordance with Statement No. 109, “Accounting for Income Taxes.” This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. Under FIN 48, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. FIN 48 only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. There was no impact on the Company’s consolidated financial position or results of operations from the adoption of FIN 48.

Research and Development Costs Research and development costs are charged to expense in the periods incurred. Expenditures for research and development costs were $1,108,000, $1,192,000, and $945,000 for the fiscal years ended April 30, 2009, 2008, and 2007, respectively.

Advertising Costs Advertising costs are expensed as incurred, and include trade shows, training materials, sales samples, and other related expenses. Advertising costs for the years ended April 30, 2009, 2008, and 2007 were $249,000, $300,000, and $208,000, respectively.

Derivative Financial Instruments The Company records 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 does not enter into derivative instruments for speculative purposes. There were no derivative financial instruments as of April 30, 2009 and 2008.

Foreign Currency Translation The financial statements of subsidiaries located outside the United States are measured using the local currency as the functional currency. Assets and liabilities of the Company’s foreign subsidiaries are translated into United States dollars at year-end exchange rates. Sales, expenses, and cash flows are translated at weighted average exchange rates for each period. Net translation gains or losses are included in other comprehensive income, a separate component of stockholders’ equity. The Company does not provide for U.S. income taxes on foreign currency translation adjustments, since it does not provide for taxes on undistributed earnings of foreign subsidiaries. Gains and losses from foreign currency transactions of these subsidiaries are included in net earnings.

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. Options to purchase 153,050 shares of common stock at prices of $9.10 to $14.90 outstanding at April 30, 2009 had an antidilutive effect, and options to purchase 27,500 shares of common stock at a price of $12.00 outstanding at April 30, 2007 had an antidilutive effect. These options were not included in the computation of diluted EPS because the option exercise prices were greater than the average market price of the common shares at that date, and, accordingly, such options would have an antidilutive effect. There were no options outstanding at April 30, 2008 that had an antidilutive effect. The following is a reconciliation of basic to diluted weighted average common shares outstanding (in thousands):


	2009	2008	2007
Weighted average common shares outstanding
Basic	2,555	2,530	2,493
Dilutive effect of stock options	6	27	2

Weighted average common shares outstanding—diluted	2,561	2,557	2,495

Accounting for Stock Options Effective May 1, 2006, the Company adopted the fair-value recognition provisions of SFAS No. 123(R), “Share-Based Payment,” using the modified prospective transition method and, therefore, has not restated results for prior periods. Under this transition method, the Company recorded stock-based compensation expense for the fiscal year ended April 30, 2007 of $1,000 for all stock-based compensation awards granted prior to, but not yet vested as of, April 30, 2007, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123. The Company did not grant any stock options during fiscal years 2003 through 2007. The Company granted stock options on 38,500 and 36,100 shares during fiscal years 2009 and 2008, respectively (See Note 5).

Reclassifications Certain 2007 amounts have been reclassified to conform with the 2009 presentation in the consolidated statements of cash flows.

Adoption of SEC Staff Accounting Bulletin (“SAB”) No. 108 In September 2006, the SEC staff released Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). The Company adopted SAB No. 108 in fiscal year 2007, effective May 1, 2006. SAB 108 was issued in order to eliminate the diversity of practice surrounding how public companies quantify financial statement misstatements. Traditionally, there have been two widely-recognized methods of quantifying the effects of financial statement misstatements: the “roll-over” method and the “iron curtain” method. The roll-over method focuses primarily on the impact of a misstatement on the income statement, including the reversing effect of prior year misstatements, but its use can lead to the accumulation of misstatements in the balance sheet. The iron curtain method focuses primarily on the effect of correcting the period-end balance sheet with less emphasis on the reversing effects of prior year errors on the income statement.

In SAB 108, the SEC staff established an approach that required quantification of financial statement misstatements based on the effect of the misstatements on each of the Company’s consolidated financial statements and the related financial statement disclosures. This model is commonly referred to as a “dual approach” because it requires quantification of errors under both the iron curtain and the roll-over methods. SAB 108 permitted public companies to initially apply its provisions either by (i) restating prior financial statements as if the “dual approach” had always been used or (ii) recording the cumulative effect of initially applying the “dual approach” as adjustments to the carrying values of assets and liabilities as of May 1, 2006, with an offsetting adjustment recorded to the opening balance of retained earnings.

During fiscal years 1998 through 2006, the Company overstated deferred income tax assets by a cumulative total amount of $421,000. Subsequent to the years in which the overstatements occurred, the Company discovered the errors and determined they were not material to the Company’s consolidated financial statements for the years in which they occurred. The Company elected to apply SAB 108 to correct the errors using the cumulative effect transition method.

The following table summarizes the effects on the related account balances of applying the guidance in SAB 108 as of May 1, 2006:


	Adjustment at May 1, 2006		Origination Period of Misstatement
			Fiscal Years ended April 30
$ in thousands			2006		2005 and Prior
Decrease in deferred income tax assets	$	421	$	45	$	376

Decrease in net income		—	$	45	$	376

Decrease in retained earnings	$	421		—		—

New Accounting Standards In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”), which allows measurement of specified financial instruments, warranty, and insurance contracts at fair value on a contract by contract basis, with changes in fair value recognized in earnings in each period. SFAS 159 was effective at the beginning of the fiscal year that began after November 15, 2007. The Company adopted SFAS 159 in fiscal year 2009. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

Note 2—Inventories

Inventories consisted of the following at April 30:


$ in thousands	2009		2008
Finished goods	$	1,756	$	1,920
Work-in-process		1,461		1,099
Materials and components		4,622		3,965

Total inventories	$	7,839	$	6,984

If inventories had been determined using the first-in, first-out (FIFO) method at April 30, 2009 and 2008, reported inventories would have been $1.9 million greater in each fiscal year. During fiscal years 2009 and 2008, the LIFO index was less than 100% due to lower prices paid for certain materials. This reduction resulted in a liquidation of LIFO inventory quantities carried at higher costs prevailing in prior years as compared with the cost of purchases in fiscal years 2009 and 2008, the effect of which decreased the cost of sales by $13,000 and $10,000, respectively.

Note 3—Long-term Debt and Other Credit Arrangements

In December 2007, the Company entered into a $12 million unsecured revolving credit facility that expires in September 2010, replacing a similar credit facility with another bank. The credit facility was amended in September 2008 to increase the facility to $14 million. At April 30, 2009, there were advances of $5,720,000 and letters of credit of $583,000 outstanding under the facility. Monthly interest payments are payable under the facility calculated at the LIBOR Market Index Rate plus a variable rate ranging from 1.45% to 2.05% based on certain financial ratio calculations. The borrowing rate at April 30, 2009 was 1.88%, including a variable rate adjustment of 1.45%. The credit facility includes financial covenants with respect to certain ratios, including (a) debt-to-net worth, (b) fixed charge coverage, and (c) asset coverage. At April 30, 2009, the Company was in compliance with all of the financial covenants.

Obligations for leases classified as capital leases were $421,000 at April 30, 2009; scheduled lease payments for the capital leases, including interest, are $251,000 for fiscal year 2010.

Note 4—Income Taxes

Income tax expense consisted of the following:


$ in thousands	2009		2008			2007
Current tax expense (benefit):
Federal	$	1,072	$	148		$	(72	)
State and local		233		39			(4	)
Foreign		413		446			437

Total current tax expense		1,718		633			361

Deferred tax expense (benefit):
Federal		420		1,002			438
State and local		111		116			108
Foreign		15		(18	)		(5	)

Total deferred tax expense		546		1,100			541

Net income tax expense	$	2,264	$	1,733		$	902

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	2009			2008			2007
Income tax expense at statutory rate	$	2,304		$	1,824		$	834
State and local taxes, net of federal income tax benefit (expense)		189			193			57
Tax credits (state, net of federal benefit)		(265	)		(77	)		(45	)
Effects of differing US and foreign tax rates		(36	)		(140	)		57
(Decrease) increase in valuation allowance		(8	)		(93	)		11
Other items, net		80			26			(12	)

Net income tax expense	$	2,264		$	1,733		$	902

Significant items comprising deferred tax assets and liabilities as of April 30 were as follows:


$ in thousands	2009			2008
Deferred tax assets:
Accrued employee benefit expenses	$	174		$	107
Allowance for doubtful accounts		97			102
Deferred compensation		1,151			1,326
Tax credits		533			710
Prepaid pension (SFAS 158 adjustment)		3,139			1,418
Other		24			102

Total deferred tax assets		5,118			3,765

Deferred tax liabilities:
Book basis in excess of tax basis of property, plant and equipment		(2,174	)		(2,130	)
Prepaid pension		(2,263	)		(2,140	)
Other		(21	)		(1	)

Total deferred tax liabilities		(4,458	)		(4,271	)

Less: valuation allowance		(—	)		(8	)

Net deferred tax assets (liabilities)	$	660		$	(514	)

At April 30, 2009, the Company had state loss carryforwards in the amount of $12,000 expiring at various times, primarily beginning in 2014. The Company also had federal tax credit carryforwards in the amount of $63,000 expiring beginning in 2020 and state tax credit carryforwards in the amount of $470,000, net of federal benefit, expiring beginning in 2010. Due to the expiration schedule of the tax credits and a review of future taxable income required to utilize such credits before their expiration, no valuation allowance was recorded at April 30, 2009.

Note 5—Stock Options and Share-Based Compensation

During fiscal year 2009, the stockholders approved the 2008 Key Employee Stock Option Plan (the “2008 Plan”), which allows the Company to grant options on 300,000 shares of the Company’s common stock. No further options will be granted under the Company’s previous stock option plans, but certain unexercised options previously granted under the old plans remain outstanding. Under all 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, 2009, there were 266,500 shares available for future grants under the 2008 Plan.

During fiscal years 2009 and 2008, the Company granted stock options on 38,500 and 36,100 shares, respectively. No options were granted in fiscal year 2007. The Company recorded stock-based compensation expense in accordance with SFAS No. 123(R). In order to determine the fair value of stock options on the date of grant, the Company applied the Black-Scholes option pricing model. Inherent in the model are assumptions related to expected stock-price volatility, option life, risk-free interest rate, and dividend yield. For stock options granted during the fiscal years 2009 and 2008, the Company believes that its historical share option experience does not provide a reasonable basis upon which to estimate expected term. The stock options granted have the “plain-vanilla” characteristics as defined in SEC Staff Accounting Bulletin No. 107 (SAB 107). The Company utilized the Safe Harbor option “Simplified Method” to determine the expected term of these options in accordance with the guidance of SAB 107 for options granted. The Company intends to continue to utilize the “Simplified Method” for future grants in accordance with the guidance of SAB 110 until such time that the Company believes that its historical share option experience will provide a reasonable basis to estimate expected term. The fair value of the options granted as shown below was estimated using the Black-Scholes model with the following assumptions:


	2009			2008
Weighted average expected stock – price volatility		39.04	%		29.66	%
Expected option life		6.25	years		6.25	years
Average risk-free interest rate		2.81	%		4.48	%
Average dividend yield		1.82	%		2.73	%
Estimated fair value of each option	$	5.16		$	4.12

The stock-based compensation expense is recorded over the vesting period (4 years) for the options granted, net of tax. The Company recorded $46,000 and $16,000 compensation expense net of $24,000 and $9,000 deferred income tax benefit in fiscal years 2009 and 2008, respectively. The remaining compensation expense of $167,000, net of $86,000 deferred income tax benefit, will be recorded over the remaining vesting periods.

The Company utilized treasury stock to satisfy stock options exercised during fiscal years 2009, 2008, and 2007. Stock option activity and weighted average exercise price is summarized as follows:


	2009				2008				2007
	Options		Price		Options		Price		Options		Price
Outstanding at beginning of year	136,550		$	11.50	157,350		$	10.03	166,600		$	9.99
Granted	38,500			14.69	36,100			14.90	—			—
Canceled	(1,000	)		12.00	(500	)		8.13	(6,750	)		9.78
Exercised	(21,000	)		11.86	(56,400	)		9.61	(2,500	)		8.13

Outstanding at end of year	153,050			12.25	136,550			11.50	157,350			10.03

Exercisable at end of year	87,475			10.35	100,450			10.28	157,350			10.03

The number of options outstanding and the number of options exercisable and their weighted average exercise price were within the following price ranges at April 30, 2009 are as follows:


Exercise price range	$	9.10-$10.375	$	14.69-$14.90

Options outstanding		78,450		74,600
Weighted average exercise price	$	9.83	$	14.79
Weighted average remaining contractual life (years)		1.78		8.85
Options exercisable		78,450		9,025
Weighted average exercise price	$	9.83	$	14.90

Note 6—Accumulated Other Comprehensive Income (Loss)

The Company’s other comprehensive income (loss) consists of unrealized gains and losses on the translation of the assets, liabilities, and equity of its foreign subsidiaries, and additional minimum pension liability adjustments, net of income taxes. The before tax income (loss), related income tax effect, and accumulated balances are as follows:


$ in thousands	Foreign Currency Translation Adjustment			Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance at April 30, 2006	$	113		$	—		$	113
Other comprehensive income		166			—			166
Adoption of SFAS 158		—			(3,369	)		(3,369	)
Income tax effect of SFAS 158		—			1,257			1,257

Balance at April 30, 2007		279			(2,112	)		(1,833	)
Other comprehensive income		64			—			64
Unrecognized actuarial loss, SFAS 158		—			(433	)		(433	)
Income tax effect of SFAS 158		—			161			161

Balance at April 30, 2008		343			(2,384	)		(2,041	)
Other comprehensive (loss)		(633	)		—			(633	)
Unrecognized actuarial loss, SFAS 158		—			(4,568	)		(4,568	)
Income tax effect of SFAS 158		—			1,721			1,721

Balance at April 30, 2009	$	(290	)	$	(5,231	)	$	(5,521	)

The Company’s total comprehensive income for fiscal years 2009, 2008, and 2007 is summarized as follows:


$ in thousands	2009			2008		2007
Net earnings	$	4,247		$	3,134	$	1,540
Other comprehensive income (loss)		(633	)		64		166

Total comprehensive income	$	3,614		$	3,198	$	1,706

Note 7—Commitments and Contingencies

The Company entered into a 10-year operating lease for a new distribution center in fiscal year 2003. During fiscal years 2009, 2007 and 2006, the Company entered into several leases related to a new Enterprise Resource Planning System (ERP) that were classified as capital leases. The Company also leases some of its machinery and equipment under non-cancelable operating leases. 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 operating leases was $1,928,000, $1,923,000, and $1,892,000 in fiscal years 2009, 2008, and 2007, respectively. Future minimum payments under the above non-cancelable lease arrangements for the years ended April 30 are as follows:


$ in thousands	Operating		Capital
2010	$	1,823	$	251
2011		1,522		94
2012		1,401		89
2013		755		37
2014		386		—
Thereafter		470		—

Total minimum lease payments		6,357		471
Less: amount representing interest		—		(50	)

Capital lease obligation	$	—	$	421

The Company is involved in certain claims and legal proceedings in the normal course of business which management believes will not have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Note 8—Retirement Benefits

Defined Benefit Plans

In September 2006, the FASB issued SFAS No. 158, which required the Company to fully recognize and disclose an asset or liability for the overfunded or underfunded status of its benefit plans in the consolidated financial statements as of April 30, 2007. The Company adopted SFAS No. 158 effective April 30, 2007 and recorded a charge, net of the deferred income tax, to other comprehensive income. Each subsequent year the Company records the net change in the overfunded or underfunded status, net of deferred income tax, to other comprehensive income.

The Company has non-contributory defined benefit pension plans covering substantially all salaried and hourly employees. These plans were amended as of April 30, 2005; no further benefits have been, or will be, earned under the plans subsequent to the amendment date, and no additional participants will be added to the plans. 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 as of April 30, 2005. The benefit plan for hourly employees provides benefits at stated amounts based on years of service as of April 30, 2005. The Company uses an April 30 measurement date for its defined benefit plans. The change in projected benefit obligations and the change in fair value of plan assets for the non-contributory defined benefit pension plans for each of the years ended April 30 are summarized as follows:


$ in thousands	2009			2008
Accumulated Benefit Obligation, April 30	$	13,421		$	13,851

Change in Projected Benefit Obligations
Projected benefit obligations, beginning of year	$	13,851		$	14,619
Interest cost		895			858
Actuarial loss		(698	)		(1,014	)
Actual benefits paid		(627	)		(612	)

Projected benefit obligations, end of year		13,421			13,851

Change in Plan Assets
Fair value of plan assets, beginning of year		15,787			16,529
Actual return (loss) on plan assets		(4,074	)		(130	)
Actual benefits paid		(627	)		(612	)

Fair value of plan assets, end of year		11,086			15,787

Funded status – over (under)	$	(2,335	)	$	1,936

Amounts Recognized in the Consolidated Balance Sheets consist of:
Noncurrent assets	$	—		$	1,936
Noncurrent liabilities		(2,335	)		—

Net amount recognized	$	(2,335	)	$	1,936

Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actual loss	$	8,370		$	3,802
Deferred tax benefit		(3,139	)		(1,418	)

After-tax actuarial loss	$	5,231		$	2,384

Weighted-Average Assumptions Used to Determine Benefit Obligations at April 30
Discount rate		7.04	%		6.80	%
Rate of compensation increase		N/A			N/A
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended April 30
Discount rate		6.80	%		6.00	%
Expected long-term return on plan assets		8.75	%		9.00	%
Rate of compensation increase		N/A			N/A

The components of the net periodic pension cost (income) for each of the fiscal years ended April 30 are as follows:


$ in thousands	2009			2008			2007
Interest cost	$	895		$	858		$	842
Expected return on plan assets		(1,353	)		(1,459	)		(1,386	)
Recognition of net loss		161			143			163

Net periodic pension income	$	(297	)	$	(458	)	$	(381	)

The estimated net actuarial loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during the fiscal year 2010 is $640,000.

The Company’s funding policy is to contribute to the plans when pension laws and economics either require or encourage funding. No contributions were made to the plans in fiscal years 2009, 2008, and 2007. No Company contributions are anticipated for fiscal year 2010.

The following benefit payments are expected to be paid from the benefit plans in the fiscal years ended April 30:


$ in thousands	Amount
2010	$	750
2011	$	794
2012	$	854
2013	$	925
2014	$	978
2015-2019	$	5,497

The Company employs a building block approach in determining the long-term rate of return for plan assets. Historical markets are studied and long-term historical relationships between equities and fixed-income securities are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long-term. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. The expected long-term portfolio return is established via a building block approach with proper consideration of diversification and rebalancing. Peer data and historical returns are also reviewed to check for reasonability and appropriateness.

In fiscal years 2009 and 2008, the Company used a Yield Curve technique methodology to determine its GAAP discount rate. Under this approach, future benefit payment cash flows are projected from the pension plan on a projected benefit obligation basis. The payment stream is discounted to a present value using an interest rate applicable to the timing of each respective cash flow. The graph of these time-dependent interest rates is known as a yield curve. For the 2008 fiscal year, the interest rates comprising the Yield Curve are determined through a statistical analysis of the highest yielding quartile of Aa rated bonds. For the 2009 fiscal year, the interest rates comprising the Yield Curve are determined through a statistical analysis performed by the IRS and issued each month in the form of a pension discount curve. For this purpose, the universe of possible bonds consists of a set of bonds which are designated as corporate, have high quality ratings (AAA, AA, or A) from nationally recognized statistical rating organizations, and have at least $250 million in par amount outstanding on at least one day during the reporting period. In years prior to fiscal year 2008, the Company used the average monthly yields for the Moody’s Aa corporate bond index as the primary benchmark for establishing the discount rate used for measuring GAAP pension obligations. The single rate that would produce the same present value of projected cash flow as the interest rates on the yield curve is taken to be the FASB discount rate. The credit quality of the bonds that underlie this index is consistent with SFAS 87 and other SEC staff guidance. A 1% increase/decrease in the discount rate for fiscal years 2009 and 2008 would decrease/increase pension expense by approximately $115,000 and $128,000, respectively.

The Company employs a total return investment approach, whereby a mix of equities and fixed-income investments are used to attempt to maximize the long-term return on plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. The target allocations based on the Company’s investment policy was 65% in equity securities and 35% in fixed-income securities at April 30, 2009 and 2008. A 1% increase/decrease in the expected return on assets for fiscal years 2009 and 2008 would decrease/increase pension expense by approximately $155,000 and $162,000, respectively.

Plan assets by asset categories as of April 30, 2009 and 2008 were as follows:


	2009			2008
$ in thousands	Amount		%	Amount		%
Asset Category
Equity securities	$	6,254	56	$	10,404	66
Fixed income securities		4,630	42		5,222	33
Cash and cash equivalents		202	2		161	1

Totals	$	11,086	100	$	15,787	100

Defined Contribution Plan

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 three months of service, and who elect to participate. The plan provides that the Company make matching contributions equal to 100% of the employee’s qualifying contribution up to 3% of the employee’s compensation, and make matching contributions equal to 50% of the employee’s contributions between 3% and 5% of the employee’s compensation, resulting in a maximum employer contribution equal to 4% of the employee’s compensation. Additionally, the plan provides that the Company make a non-matching contribution for participants employed by the Company on December 31 of each year equal to 1% of the participant’s qualifying compensation for that calendar year. The Company’s contributions to the plan in fiscal years 2009, 2008, and 2007 were $853,000, $759,000, and $737,000, respectively.

Note 9—Segment Information

The Company’s operations are classified into two business segments: Domestic Operations and International Operations. The Domestic Operations segment principally designs, manufactures, and installs scientific and technical furniture, including steel and wood laboratory cabinetry, fume hoods, flexible systems, worksurfaces, workstations, workbenches, and computer enclosures. The International Operations segment, which consists of four foreign subsidiaries as identified in Note 1, provides both the Company’s products and services, including facility design, detailed engineering, construction, and project management from the planning stage through testing and commissioning of laboratories.

Intersegment transactions are recorded at normal profit margins. All intercompany balances and transactions have been eliminated. Certain corporate expenses shown below have not been allocated to the business segments.

The following table shows revenues, earnings, and other financial information by business segment for each of the three years ended April 30:


$ in thousands	Domestic Operations		International Operations			Corporate			Total
Fiscal Year 2009
Revenues from external customers	$	90,250	$	13,728		$	—		$	103,978
Intersegment revenues		2,362		1,031			(3,393	)		—
Depreciation		2,221		42			—			2,263
Operating earnings (loss) before income taxes		8,141		1,366			(2,731	)		6,776
Income tax expense (benefit)		2,743		428			(907	)		2,264
Minority interest in subsidiaries		—		(265	)		—			(265	)
Net earnings (loss)		5,398		673			(1,824	)		4,247
Segment assets		45,598		6,931			—			52,529
Expenditures for segment assets		1,438		62			—			1,500
Revenues (excluding intersegment) to customers in foreign countries		820		13,728			—			14,548
Fiscal Year 2008
Revenues from external customers	$	73,768	$	15,742		$	—		$	89,510
Intersegment revenues		2,042		527			(2,569	)		—
Depreciation		1,925		56			—			1,981
Operating earnings (loss) before income taxes		6,349		1,670			(2,653	)		5,366
Income tax expense (benefit)		2,256		428			(951	)		1,733
Minority interest in subsidiaries		—		(499	)		—			(499	)
Net earnings (loss)		4,093		743			(1,702	)		3,134
Segment assets		41,179		9,427			—			50,606
Expenditures for segment assets		2,519		27			—			2,546
Revenues (excluding intersegment) to customers in foreign countries		1,270		15,742			—			17,012
Fiscal Year 2007
Revenues from external customers	$	66,585	$	14,856		$	—		$	81,441
Intersegment revenues		3,251		968			(4,219	)		—
Depreciation		1,898		54			—			1,952
Operating earnings (loss) before income taxes		3,889		1,393			(2,541	)		2,741
Income tax expense (benefit)		1,353		433			(884	)		902
Minority interest in subsidiaries		—		(299	)		—			(299	)
Net earnings (loss)		2,536		661			(1,657	)		1,540
Segment assets		38,085		7,155			—			45,240
Expenditures for segment assets		1,661		63			—			1,724
Revenues (excluding intersegment) to customers in foreign countries		1,027		14,856			—			15,883

Note 10—Consolidated Quarterly Data (Unaudited)

Selected quarterly financial data for fiscal years 2009 and 2008 were as follows:


$ in thousands, except per share amounts	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2009
Net sales	$	25,395	$	27,732	$	26,023	$	24,828
Gross profit		5,351		6,019		4,934		5,069
Net earnings		981		1,464		882		920
Net earnings per share
Basic		0.38		0.57		0.35		0.36
Diluted		0.38		0.57		0.35		0.36
Cash dividends per share		0.08		0.08		0.08		0.08
2008
Net sales	$	20,784	$	24,727	$	21,883	$	22,116
Gross profit		4,263		5,553		4,819		4,537
Net earnings		674		1,212		802		446
Net earnings per share
Basic		0.27		0.48		0.32		0.17
Diluted		0.27		0.48		0.31		0.17
Cash dividends per share		0.07		0.07		0.07		0.07

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-18417, No. 333-98963, and No. 333-160276) of Kewaunee Scientific Corporation of our report dated July 10, 2009 relating to the consolidated financial statements and consolidated financial statement schedule, which report appears in this Form 10-K.

/s/ CHERRY, BEKAERT & HOLLAND, L.L.P.

Charlotte, North Carolina

July 10, 2009

KEWAUNEE SCIENTIFIC CORPORATION

SCHEDULE I - VALUATION AND QUALIFYING ACCOUNTS

(in thousands)


Allowance for Doubtful Accounts:	Balance at Beginning of Year		Bad Debt Expense		Deductions*			Balance at End of Year
Year ended April 30, 2009	$	274	$	139	$	(154	)	$	259
Year ended April 30, 2008		262		192		(180	)		274
Year ended April 30, 2007		450		136		(324	)		262

*	Uncollectible accounts written off, net of recoveries.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A(T).

Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

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. Our management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures as of April 30, 2009 pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that we are able to collect, process, record, and disclose, within the required time periods, the information we are required to disclose in the reports filed with the Securities and Exchange Commission. In designing disclosure controls and procedures, we recognize 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, we believe that our disclosure controls and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, Management concluded the Company maintained effective internal control over financial reporting as of April 30, 2009.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.

Other Information

None.

PART III

Item 10.

Directors and Executive Officers of the Registrant

(a)

The information appearing in the sections entitled “Election of Directors” and “Meetings and Committees of the Board” included in our Proxy Statement for use in connection with our annual meeting of stockholders to be held on August 26, 2009 (the “ Proxy Statement”) is incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120 days of our most recently completed fiscal year.

(b)

The names and ages of our executive officers as of July 6, 2009 and their business experience during the past five years are set forth below:

Executive Officers


Name	Age	Positions
William A. Shumaker	61	President and Chief Executive Officer

D. Michael Parker	57	Senior Vice President, Finance,
		Chief Financial Officer,
		Treasurer and Secretary

K. Bain Black	63	Vice President, General Manager
		Technical Furniture Group

Dana L. Dahlgren	53	Vice President, Sales and Marketing
		Laboratory Products Group

Elizabeth D. Phillips	32	Vice President, Human Resources

David M. Rausch	50	Vice President, Construction Services

Kurt P. Rindoks	51	Vice President, Engineering
		and Product Development

Keith D. Smith	40	Vice President, Manufacturing

Sudhir K. (Steve) Vadehra	62	Vice President,
		International Operations

William A. Shumaker has served as President of the Company since August 1999 and Chief Executive Officer since September 2000. He was elected a director of the Company 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 Company in December 1993 as Vice President of Sales and Marketing.

D. Michael Parker joined the Company 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.

K. Bain Black joined the Company in August 2004 as the General Sales Manager for the Technical Products Group. He was elected Vice President and General Manager of the Technical Products Group, effective July 1, 2005. Prior to joining the Company, Mr. Black was Director of Marketing for Newton Instrument Company, a manufacturer of products for the telecom industry, from 2001 to 2003. Prior thereto, he was a partner and President of TechMetals, LLC beginning in 1997.

Dana L. Dahlgren joined the Company in November 1989 as a Regional Sales Manager and was promoted to Director of Sales and Marketing of the Laboratory Products Group in September 1998. Mr. Dahlgren was elected Vice President of Sales and Marketing of the Laboratory Products Group in June 2004.

Elizabeth D. Phillips joined the Company in August 2006 as Human Resources and Training Manager. She was promoted to Director of Human Resources in June 2007 and was elected Vice President of Human Resources in June 2009. Prior to joining the Company, she was Director of Human Resources for Vanguard Furniture Co., Inc., a manufacturer of household furniture, from April 2004 until August 2006.

David M. Rausch joined the Company in March 1994 as Manager of Estimating and was promoted to Southeast Regional Sales Manager in December 1996, then to Director of Sales for Network Storage Systems products in May 2000. In August 2001, he was promoted to Project Sales Manager, and in this position, he also had direct management responsibility for the Estimating Department. Mr. Rausch was elected Vice President of Construction Services in June 2007.

Kurt P. Rindoks joined the Company in January 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’s Resin Materials Division.

Keith D. Smith joined the Company in 1993 as a department supervisor in the Metal Plant and served as Resin Plant Manager from 1995 until April 2001 when he was promoted to Wood Plant Manager. He served as Wood Plant Manager until he assumed the position of Director of Manufacturing in November 2003, a position he held until he was promoted to Vice President of Manufacturing, effective July 1, 2005.

Sudhir K. (Steve) Vadehra joined the Company in October 1999. He was elected Vice President of International Operations in June 2004. He also has served as the Managing Director of Kewaunee Labway Asia Pte. Ltd., the Company’s joint venture subsidiary in Singapore, since the subsidiary’s formation in June 1998.

Section 16(a) Beneficial Ownership Reporting Compliance

The information appearing in the section entitled “Securities Ownership of Certain Beneficial Owners – Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference.

Code of Ethics

A copy of our code of ethics that applies to our Chief Executive Officer and Chief Financial Officer, entitled “Code of Ethics for Officers and Key Associates,” is available free of charge through our website at www.kewaunee.com .

Audit Committee

The information appearing in the section entitled “Election of Directors – Meetings and Committees of the Board” in our Proxy Statement is incorporated herein by reference.

Item 11.

Executive Compensation

The information appearing in the sections entitled “Compensation Discussion and Analysis,” “Compensation Tables,” “Agreements with Certain Executives,” and “Election of Directors – Compensation Committee Interlocks and Insider Participation” in the Proxy Statement is incorporated herein by reference.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information appearing in the sections entitled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” in the Proxy Statement is incorporated herein by reference.

The following table sets forth certain information as of April 30, 2009 with respect to compensation plans under which our equity securities are authorized for issuance:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity Compensation Plans approved by Security Holders:
1991 Key Employee Stock Option Plan	42,950	$	10.21	—
2000 Key Employee Stock Option Plan	76,600	$	12.32	—
2008 Key Employee Stock Option Plan	33,500	$	14.69	266,500
Equity Compensation Plans not approved by Security Holders:	—		—	—

Refer to Note 5 of the Company’s consolidated financial statements for additional information.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information appearing in the sections entitled “Election of Directors” and “Agreements with Certain Executives” in the Proxy Statement is incorporated herein by reference.

Item 14.

Principal Accountant Fees and Services

The information appearing in the section entitled “Independent Registered Public Accounting Firm – Audit Fees and Non-Audit Fees” in the Proxy Statement is incorporated herein by reference.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

The following documents are filed or incorporated by reference as part of this Annual Report:


		Page
(a)(1)	Consolidated Financial Statements

	Report of Independent Registered Public Accounting Firm Cherry, Bekaert & Holland, L.L.P.	18

	Consolidated Statements of Operations – Years ended April 30, 2009, 2008 and 2007	19

	Consolidated Statements of Stockholders’ Equity – Years ended April 30, 2009, 2008 and 2007	20

	Consolidated Balance Sheets – April 30, 2009 and 2008	21

	Consolidated Statements of Cash Flows – Years ended April 30, 2009, 2008 and 2007	22

	Notes to Consolidated Financial Statements	23

	Consent of Independent Registered Public Accounting Firm	37

(a)(2)	Consolidated Financial Statement Schedule

	Schedule I – Valuation and Qualifying Accounts	38

	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.

(a)(3)	Exhibits

	Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index, which is attached hereto at pages 45 through 47 and which is incorporated herein by reference.

SIGNATURES

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


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ William A. Shumaker
		William A. Shumaker
		President and Chief Executive Officer

Date: July 17, 2009

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.


(i)	Principal Executive Officer		)
			)
	/s/ William A. Shumaker		)
	William A. Shumaker		)
	President and Chief Executive Officer		)
			)
(ii)	Principal Financial and Accounting Officer		)
			)
	/s/ D. Michael Parker		)
	D. Michael Parker		)
	Senior Vice President, Finance		)
	Chief Financial Officer,		)
	Treasurer and Secretary		)
			)
(iii)	A majority of the Board of Directors:		)	July 17, 2009
			)
			)
/s/ Margaret B. Pyle		/s/ Silas Keehn	)
Margaret B. Pyle		Silas Keehn	)
			)
			)
/s/ John C. Campbell, Jr.		/s/ Eli Manchester, Jr.	)
John C. Campbell, Jr.		Eli Manchester, Jr.	)
			)
			)
/s/ Wiley N. Caldwell		/s/ James T. Rhind	)
Wiley N. Caldwell		James T. Rhind	)
			)
			)
			)
			)
/s/ William A. Shumaker		/s/ David S. Rhind	)
William A. Shumaker		David S. Rhind	)
			)
			)
/s/ Patrick L. McCrory			)
Patrick L. McCrory			)

KEWAUNEE SCIENTIFIC CORPORATION

Exhibit Index


			Page Number (or Reference)
3	Articles of incorporation and by-laws

	3.1	Restated Certificate of Incorporation (as amended)	(2	)

	3.3	By-Laws (as amended as of May 27, 2009)	(11	)

10	Material Contracts

	10.1*	Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation (as amended and restated effective as of May 1, 2007)	(1	)

	10.1A*	First Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation	(1	)

	10.2	Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective as of May 1, 2007)	(1	)

	10.2A	First Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation	(1	)

	10.19*	Kewaunee Scientific Corporation 1991 Key Employee Stock Option Plan	(3	)

	10.19A*	First Amendment dated August 28, 1996 to the Kewaunee Scientific Corporation 1991 Key Employee Stock Option Plan	(4	)

	10.19B*	Second Amendment to the Kewaunee Scientific Corporation 1991 Key Employee Stock Option Plan	(5	)

	10.19C*	Third Amendment to the Kewaunee Scientific Corporation 1991 Key Employee Stock Option Plan	(10	)

	10.19D*	Fourth Amendment to the Kewaunee Scientific Corporation 1991 Key Employee Stock Option Plan	(1	)

	10.30*	Kewaunee Scientific Corporation Executive Severance Pay Policy	(8	)

	10.34*	401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective June 1, 2005)	(7	)

	10.38*	Change of Control Employment Agreement restated as of December 4, 2008 between William A. Shumaker and the Company	(1	)

	10.39*	Change of Control Employment Agreement restated as of December 4, 2008 between D. Michael Parker and the Company	(1	)

	10.40*	Change of Control Employment Agreement restated as of December 4, 2008 between Dana L. Dahlgren and the Company	(1	)

	10.41*	Change of Control Employment Agreement restated as of December 4, 2008 between Kurt P. Rindoks and the Company	(1	)

	10.43*	Employment Letter Agreement dated as of August 2, 2004 between K. Bain Black and the Company	(7	)

	10.44*	Change of Control Employment Agreement restated as of December 4, 2008 between Keith D. Smith and the Company	(1	)

	10.45*	Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan	(6	)

	10.45A*	First Amendment to Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan	(10	)

	10.45B*	Second Amendment to Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan	(1	)

	10.46*	Change of Control Employment Agreement restated as of December 4, 2008 between David M. Rausch and the Company	(1	)


		Page Number (or Reference)
10.47*	Change of Control Employment Agreement restated as of December 4, 2008 between K. Bain Black and the Company	(1	)

10.50*	Fiscal Year 2009 Incentive Bonus Plan	(9	)

10.51*	Kewaunee Scientific Corporation 2008 Key Employee Stock Option Plan	(12	)

10.52*	Fiscal Year 2010 Incentive Bonus Plan	(13	)

10.53*	Change of Control Employment Agreement restated as of December 4, 2008 between Elizabeth D. Phillips and the Company	(1	)

23.1	Consent dated July 10, 2009 of Cherry, Bekaert & Holland, L.L.P., Independent Registered Public Accounting Firm (incorporated by reference to page 37 of this Report on Form 10-K)	(1	)

31.1	Certification of Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)	(1	)

31.2	Certification of Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)	(1	)

32.1	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	(1	)

32.2	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	(1	)

*	The referenced exhibit is a management contract or compensatory plan, or arrangement.

(All other exhibits are either inapplicable or not required.)

Footnotes

(1)	Filed with this Form 10-K with the Securities and Exchange Commission.

(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.

(3)	Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 26, 1991, and incorporated herein by reference.

(4)	Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 31, 1996, and incorporated herein by reference.

(5)	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.

(6)	Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 20, 2000 and incorporated herein by reference.

(7)	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, 2005, and incorporated herein by reference.

(8)	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 October 31, 2005 and incorporated herein by reference.

(9)	Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on July 14, 2008, and incorporated herein by reference.

(10)	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, 2008, and incorporated herein by reference.

(11)	Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on May 27, 2009, and incorporated herein by reference.

(12)	Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on September 3, 2008, and incorporated herein by reference.

(13)	Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on June 26, 2009, and incorporated herein by reference.

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, 2007)

RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES

OF KEWAUNEE SCIENTIFIC CORPORATION

(As Amended and Restated Effective as of May 1, 2007)

WHEREAS , prior to April 30, 1985, Kewaunee Scientific Corporation (the “Company”), 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 Company subsequently restated 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”) as 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; and

WHEREAS , the Company has determined that it is again desirable to restate the Plan in its entirety to incorporate the changes reflected in the 2006 Cumulative List of Changes in Plan Qualification, as set forth in Internal Revenue Service Notice 2007-3, which specifically lists changes to the Code and ERISA made by the Economic Growth and Tax Relief Reconciliation Act of 2001 (with technical changes made by the Job Creation and Worker Assistance Act of 2002), the Pension Funding Equity Act of 2004, the American Jobs Creation Act of 2004, the Gulf Opportunity Zone Act of 2005, and certain changes under the Pension Protection Act of 2006.

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, 2007, as follows.

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


KEWAUNEE SCIENTIFIC CORPORATION

By:
		The Senior Vice President of Finance for the Board of Directors

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, 2007.

Dated this of , .


KEWAUNEE SCIENTIFIC CORPORATION

By:
		The Senior Vice President of Finance for the Board of Directors

(Seal)

iii

RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES

KEWAUNEE SCIENTIFIC CORPORATION

TABLE OF CONTENTS


		Page
ARTICLE I INTRODUCTION		1

1.1	History of the Plan	1
1.2	Plan Objectives	1

ARTICLE IA SPECIAL PROVISION AND PLAN FREEZE		2

ARTICLE II DEFINITIONS		3

2.1	Accrued Benefit	3
2.2	Actuarial (or Actuarially) Equivalent	3
2.3	Anniversary Date	3
2.4	Beneficiary	3
2.5	Benefit Commencement Date	3
2.6	Board	3
2.7	Break in Service	3
2.8	Childbirth Leave Hours	4
2.9	Code	4
2.10	Committee	4
2.11	Company	4
2.12	Compensation	5
2.13	Date of Distribution	6
2.14	Distribution Calendar Year	6
2.15	Effective Date	6
2.16	Employee	6
2.17	Employer	7
2.18	Entry Date	7
2.19	ERISA	7
2.20	Final Average Compensation	7
2.21	Highly Compensated Employee	7
2.22	Hour of Service	9
2.23	Key Employee	10
2.24	Key Employee Test Period	11
2.25	Leave of Absence	11
2.26	Non-Key Employee	11
2.27	Normal Retirement Age	11
2.28	Normal Retirement Date	11
2.29	Participant	11
2.30	Pension	12


2.31	Plan Year	12
2.32	Primary Social Security Benefit	12
2.33	Qualified Domestic Relations Order	12
2.34	Related Company	13
2.35	Retirement	13
2.36	Retroactive Annuity Starting Date	13
2.37	Top-Heavy Determination Date	13
2.38	Top-Heavy Year	13
2.39	Transfer	15
2.40	Trust Fund	15
2.41	Trustee	15
2.42	Year of Service	15

ARTICLE III PARTICIPATION AND VESTING		16

3.1	Eligibility to Participate	16
3.2	Duration of Participation	16
3.3	Participation upon Re-Employment	16

ARTICLE IV FACTORS USED IN DETERMINING PLAN BENEFITS		18

4.1	Credited Service	18
4.2	Vesting Service	19
4.3	Vesting Date	19
4.4	Break in Service	19
4.5	Transfers	19

ARTICLE V REQUIREMENTS FOR PENSIONS		21

5.1	Normal Retirement	21
5.2	Early Retirement	21
5.3	Deferred Vested Pension	21
5.4	Deferred Vested Pension in Top-Heavy Years	21
5.5	Vesting Following Plan Amendment	21
5.6	Freeze of Accrued Benefits	22

ARTICLE VI AMOUNT OF PENSIONS		23

6.1	Benefits Generally	23
6.2	Normal Retirement Pension	23
6.3	Early Retirement Pension	24
6.4	Deferred Vested Pension	24
6.5	Maximum Pensions	24
6.6	Additional Restrictions	31
6.7	Conditions Affecting Pensions	32
6.8	Minimum Benefits in Top-Heavy Years	32
6.9	Payment of Incorrect Pension Amount	33


ARTICLE VII FORM AND PAYMENT OF PENSIONS		34

7.1	Payment of Pensions	34
7.2	Other Survivorship Benefits	35
7.3	Optional Forms of Benefits	36
7.4	Election Procedures	36
7.5	Small Pensions	38
7.6	Designation of Beneficiaries	40
7.7	Benefit Commencement Date	40
7.8	Employment after Normal Retirement Age	41
7.9	Retroactive Annuity Starting Date	41
7.10	Required Minimum Distributions	43

ARTICLE VIII APPLICATION FOR BENEFITS, CLAIMS PROCEDURE AND GENERAL PROVISIONS		47

8.1	Advance Written Applications Required	47
8.2	Information Required	47
8.3	Denial of Benefits	47
8.4	Review Procedure	47
8.5	Responsibility for Correctness of Address	48
8.6	Payments for Incompetents	48
8.7	Non-Alienation of Benefits	48

ARTICLE IX ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR		50

9.1	Appointment of Committee	50
9.2	Committee Actions	50
9.3	Resignation or Removal of Committee Member	50
9.4	Powers and Duties of Committee	51
9.5	Discharge of Fiduciary Responsibilities	52
9.6	Records Required	52
9.7	Indemnification	52
9.8	Liability of Committee	52
9.9	Plan Administrator	52

ARTICLE X CONTRIBUTIONS AND FUNDING		54

10.1	General	54
10.2	Amount of Contributions	54
10.3	Payment of Contributions	54
10.4	Time for Payment	54
10.5	Forfeitures	54
10.6	Payment of Benefits and Expenses	54
10.7	Participant Contributions	54



ARTICLE XI EMPLOYEE RIGHTS		55

11.1	Benefits of Participants and Beneficiaries	55
11.2	Protection from Reprisal	55
11.3	Non-Guarantee of Employment	55
11.4	Nonforfeitability of Benefits	55
11.5	No Decrease in Benefits	55

ARTICLE XII AMENDMENT AND TERMINATION		56

12.1	Permanency	56
12.2	Amendments	56
12.3	Permanent Discontinuance of Contributions	56
12.4	Termination	57
12.5	Partial Termination	57
12.6	Liquidation of Trust Fund	57
12.7	Allocation Procedures	58
12.8	Distribution Procedures	60
12.9	Residual Amounts	60
12.10	Merger, Consolidation or Transfer of Assets or Liabilities	60
12.11	Freeze of Plan	60

ARTICLE XIII NO REVERSION TO EMPLOYER		61

13.1	Trust Fund Recovery	61

ARTICLE XIV MULTIPLE EMPLOYERS		62

ARTICLE XV MISCELLANEOUS		63

15.1	Limitation of Liability	63
15.2	Reference to Other Documents	63
15.3	Governing Law	63
15.4	Severability	63
15.5	Litigation	63
15.6	Conformance with Code and ERISA	63
15.7	Adequacy of Evidence	64
15.8	Waiver of Notice	64
15.9	Successors	64
15.10	Validity of Actions	64

vii

RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES

KEWAUNEE SCIENTIFIC CORPORATION

(As Amended and Restated Effective as of May 1, 2007)

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 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 of May 1, 1989. The Plan was subsequently amended and, effective as of May 1, 2001, amended and restated in its entirety to incorporate certain desired design changes and changes to the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) and the Employee Retirement Income Security Act of 1974 (“ERISA). The Plan was subsequently amended and, effective as of May 1, 2007, is hereby amended and restated in its entirety to incorporate the applicable changes reflected in the 2006 Cumulative List of Changes in Plan Qualification, as set forth in Internal Revenue Service Notice 2007-3, which specifically lists changes to the Code and ERISA made by the Economic Growth and Tax Relief Reconciliation Act of 2001 (with technical changes made by the Job Creation and Worker Assistance Act of 2002), the Pension Funding Equity Act of 2004, the America Jobs Creation Act of 2004, the Gulf Opportunity Zone Act of 2005, and certain changes under the Pension Protection Act of 2006.

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).

ARTICLE IA

SPECIAL PROVISION AND PLAN FREEZE

Effective as of April 30, 2005, the Plan is frozen. The existence of the Plan and Trust subsequent to April 30, 2005 will be solely for the purpose of continuing to hold and invest the assets of the Plan until such amounts are distributed to Participants and Beneficiaries pursuant to the terms and conditions of the Plan. Effective as of April 30, 2005, all benefits accrued to date pursuant to Articles V and VI of the Plan shall be frozen and each Participant’s Accrued Benefit shall become one hundred percent (100%) vested. No Employees or other persons shall become Participants in the Plan on or after April 30, 2005. This Article IA shall apply as of April 30, 2005. To the extent of any conflict with existing provisions of the Plan, this Article IA shall supersede such provisions.

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 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 500 Hours of Service with the Company and all Related Companies during the 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 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 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 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 45 Childbirth Leave Hours for each work week of such absence; and further provided that an hour which is considered an Hour of Service 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 .

(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 12-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 $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.

(e) Anything contained herein to the contrary notwithstanding, for purposes of determining any Participant’s Accrued Benefit, effective as of and after April 30, 2005, the Compensation to be taken into account shall be the amount of the Participant’s Compensation on April 30,2005.

2.13 Date of Distribution . The date the Participant’s benefit under Section 7.9 of the Plan commences based upon the Participant’s (with his spouse’s consent, if applicable) election of a Retroactive Annuity Starting Date.

2.14 Distribution Calendar Year . A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date (within the meaning of Section 7.10. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Section 7.10.

2.15 Effective Date . The Effective Date of the provisions of this amendment and restatement of the Plan is May 1, 2007, except as otherwise expressly set forth herein.

2.16 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 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 $1,000); and

(b) persons who would be Leased Employees but for this sentence do not comprise more than 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.

2.17 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.

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

2.19 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.

2.20 Final Average Compensation . The Participant’s average annual Compensation for the ten 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 is disregarded. If an Employee was a participant for less than ten 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.

2.21 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 5%, by voting power or value, of the outstanding stock of an Employer or Related Employer that is a corporation, or owned more than 5% 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 $80,000, as adjusted pursuant to Section 414(q)(1) of the Code for the preceding Plan Year, disregarding whether the Employee was a member for such preceding Plan Year of the highest-paid group described in paragraph (b).

In determining whether an Employee is a Highly Compensated Employee for the Plan Year beginning in 1997, the rules stated above shall be treated as having been in effect for the Plan Year beginning in 1996.

(b) For any Plan Year, the highest-paid group described in this paragraph (b) shall consist of the group consisting of the 20% 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% or more of the total number of Employees.

(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 in accordance with Treasury Regulations Section 1.414(q)-1T, A-4 and Notice 97-45.

(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, as modified by Rev. Proc. 95-24, (with or without “snapshot day” testing), or any successor thereto.

2.22 Hour of Service .

(a)

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

(i)

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). Provided, however, that use of this equivalency shall be subject to the special rules of Department of Labor Regulations Sections 2530.200b-3(e)(4) and (6) 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 Section 401(a)(4) of the Code.

(ii)

Each hour (up to a maximum of 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.

(iii)

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.

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.

2.23 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 5% of the stock of an Employer or Related Employer; or

(iii)

owns more than 1% 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).

(b) 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 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% 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) 10% 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 50; or

(ii)

owns at least ¹ / 2 % 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 5% 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 1% 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).

(c) 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.

2.24 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. For Plan Years beginning after December 31, 2001, the Key Employee Test Period includes the period of five Plan Years ending with the last day of the Plan Year for which such determination is being made in the case of a distribution made for a reason other than severance from employment, death or disability.

2.25 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.

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

2.27 Normal Retirement Age . The 65th birthday of a Participant.

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

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

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

2.31 Plan Year . The 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.

2.32 Primary Social Security Benefit . The estimated monthly amount payable to a Participant at age 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 such history can be obtained from the Social Security Administration.

2.33 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 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.

2.34 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 Section 6.5 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.

2.35 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).

2.36 Retroactive Annuity Starting Date . A benefit commencement date (which constitutes the annuity starting date within the meaning of Section 417(f) of the Code) affirmatively elected by a Participant that occurs on or before the date on which the Plan provides the written explanation of the Qualified Joint and Survivor Pension to the Participant pursuant to Sections 7.4, in accordance with Section 417(a)(3) of the Code.

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

2.38 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 60% of the present value of the cumulative Accrued Benefits of all Participants under the Plan.

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 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 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, 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, 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, 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 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 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.

2.39 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.

2.40 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.

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

2.42 Year of Service . Any 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 1,000 Hours of Service with the Employer, the Company or any Related Company. The initial 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 1,000 Hours of Service with the Employer, the Company or any Related Company during the initial 12-month computation period, the second 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 12-month computation periods shall also be based on the Plan Year. As of and after April 30, 2005, no Employee or Participant shall earn additional Years of Service under the Plan notwithstanding their continued employment with the Employer.

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 21 and completed at least one 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:

(i)

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

(ii)

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.

(d) Anything contained herein to the contrary notwithstanding, effective as of April 30, 2005, no Employee or any other person shall become a Participant in the Plan.

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.

(c) Anything contained herein to the contrary notwithstanding, effective as of April 30, 2005, no Employee or any other person shall become a Participant in the Plan upon the recommencement of their employment with the Employer or for any other reason.

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 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.

(g) Freeze of Credited Service . Anything contained herein to the contrary notwithstanding, effective as of April 30, 2005, each Employee’s and each Participant’s Years of Credited Service under the Plan shall be frozen at the number of their Years of Credited Service earned as of April 30, 2005. As of and after April 30, 2005, no Employee or Participant shall earn additional Years of Credited Service under the Plan notwithstanding their continued employment with the Employer.

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.

4.3 Vesting Date . The “vesting date” for a Participant shall be the date the Participant has accrued five Years of Service. Effective as of April 30, 2005, each Participant hereunder shall be deemed to have met their Vesting Date, notwithstanding the Participant’s actual number of 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. Notwithstanding the foregoing, any Participant who experiences a Break in Service not in excess of five years shall have all of his Credited Service earned prior to April 30, 2005 taken into consideration under the Plan. No Participant shall earn Credited Service under the Plan on and after April 30, 2005.

(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. Notwithstanding the foregoing, as of and after April 30, 2005, no Participant shall earn additional Years of Credited Service under the Plan notwithstanding their continued employment with the Employer. Further for purposes of determining the Participant’s Final Average Compensation, effective as of and after April 30, 2005, Compensation earned by the Participant on and after April 30, 2005 shall not be taken into account.

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.

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 55th birthday and after he has completed at least five 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 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 6.4 if his employment is terminated for any reason before his death and he had completed at least three 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 as of the later of the date the amendment is adopted or the date it becomes effective 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 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.

(c) Anything contained herein to the contrary notwithstanding, effective as of April 30, 2005, the vested percentage of each Participant’s Accrued Benefit on April 30, 2005 shall be 100%.

5.6 Freeze of Accrued Benefits . Anything contained herein to the contrary notwithstanding, effective as of April 30, 2005, each Participant’s Accrued Benefit under the Plan shall be frozen. Notwithstanding the foregoing, Participants in the Plan as of April 30, 2005 must continue to satisfy the requirements of this Article V in order to receive a Pension.

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. Notwithstanding the foregoing, effective as of and after April 30, 2005, the amount of the Pension to which a Participant may be entitled under this Article VI shall be the amount to which the Participant would be entitled as of April 30, 2005. Each Participant’s Pension entitlement hereunder shall be frozen at the amount of the Participant’s Pension entitlement on April 30, 2005.

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 1 ¹ / 3 % of the Participant’s Final Average Compensation at the date of determination, less 1 ² / 3 % of his Primary Social Security Benefit, divided by 12 multiplied by the Participant’s Years of Credited Service earned at his Normal Retirement Date, not to exceed 30 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 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 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 . The following provisions shall apply effective May 1, 2008, except as otherwise provided in this Section. The application of the provisions of this Section shall not cause the Maximum Permissible Benefit of any Participant to be less than his accrued benefit under all defined benefit plans of the Employer or a predecessor employer as of the end of the last limitation year beginning before May 1, 2008 under the provisions of such plans that were both adopted and in effect before April 5, 2007.

(a) The Annual Benefit payable to a Participant at any time shall not exceed the Maximum Permissible Benefit. If the benefit that a Participant otherwise would accrued in a limitation year would result in an Annual Benefit in excess of the Maximum Permissible Benefit, the benefit shall be limited (or the rate of accrual decrease) to a benefit that does not exceed the Maximum Permissible Benefit.

(b) If a Participant is, or ever has been, a participant in another qualified defined benefit plan (without regard to whether such plan has been terminated) maintained by the Employer or a predecessor employer, the sum of the Participant’s Annual Benefits from all such plans may not exceed the Maximum Permissible Benefit. If a Participant’s employer-provided benefits under all such defined benefit plans (determined as of the same age) would exceed the Maximum Permissible Benefit, such aggregate benefits shall be reduced to the extent necessary so as not to exceed the Maximum Permissible Benefit. Such reduction shall be effectuated by prorating the benefit under each such plan according to the ratio that such benefit under each such plan bears to the aggregate benefit under all such plans.

(i)

The term “Annual Benefit” means a Pension payable annually in the form of a single-life Pension. Except as provided below, a benefit payable in a form other than a single-life Pension shall be adjusted to an actuarially equivalent single-life Pension that begins at the same time as such other form of benefit and is payable on the first day of each month before applying the limitations of this Section. If a Participant has or will have distributions commencing at more than one Benefit Commencement Date, the Annual Benefit shall be determined as of each such date (and shall satisfy the limitations of this Section as of each such date), actuarially adjusting for past and future distributions of benefits commencing at other Benefit Commencement Dates. For this purpose, whether a new Benefit Commencement Date has occurred shall be made without regard to Treasury Regulations Section 1.401(a)-20, Q&A 10(d) and with regard to Treasury Regulations Section 1.415(b)-1(b)(1)(iii)(B) and (C).

No actuarial adjustment shall be made to the benefit for (A) survivor benefits payable to a surviving Spouse under a Qualified Joint and Survivor Annuity to the extent that such benefits would not be payable if the Participant’s benefit were paid in a different form; (B) benefits that are not directly related to retirement benefits (such as a qualified disability benefit, pre-retirement incidental death benefits, and post-retirement medical benefits); or (C) the inclusion in the form of benefit of an automatic benefit increase feature, provided, the form of benefit is not subject to Section 417(e)(3) of the Code and otherwise would satisfy the limitations of this Section, and the Plan provides that the amount payable under the form of benefit in any limitation year shall not exceed the limits of this Section applicable at the Benefit Commencement Date, as increased in subsequent years pursuant to Section 415(d) of the Code. For this purpose, an automatic benefit increase feature is included in a form of benefit if the form of benefit provides for automatic, periodic increases to the benefits paid in that form.

The Annual Benefit shall be determined taking into account Social Security supplements described in Section 411(a)(9) of the Code and benefits transferred from another defined benefit plan, other than transfers of distributable benefits pursuant to Treasury Regulations Section 1.411(d)-4, Q&A-3(c) but disregarding benefits attributable to employee contributions or rollovers.

Effective for Plan Years beginning after December 31, 2003, the determination of actuarial equivalence of forms of benefit other than a life-only Pension shall be made in accordance with (A) or (B) below.

(A)

The life-only Pension that is actuarially equivalent to a benefit form that is not subject to Section 417(e)(3) of the Code shall be determined under this subparagraph (A) if the form of the Participant’s benefit is either (I) a nondecreasing annuity (other than a life-only Pension) payable for a period of not less than the Participant’s life (or in the case of a Qualified Pre-Retirement Survivor Pension, the life of the surviving spouse), or (II) an annuity that decreases during the Participant’s life merely because of ( 1 ) the death of the survivor annuitant (but only if the reduction is not below 50% of the benefit payable before the death of the survivor annuitant), or ( 2 ) the cessation or reduction of social security supplements or qualified disability payments (as defined in Section 401(a)(11) of the Code).

(I)

For limitation years beginning before July 1, 2007, the actuarial equivalent life-only Pension is equal to the amount of the life-only Pension commencing at the same Benefit Commencement Date that has the same actuarial present value as the Participant’s form of benefit computed using whichever of the following produces the greater annual amounts: ( 1 ) the interest rate and mortality table (or other tabular factor) specified in Section 2.2 for adjusting benefits in the same form; and ( 2 ) a 5% interest rate assumption and the applicable mortality table defined in Section 7.5(c) for that Benefit Commencement Date.

(II)

For limitation years beginning on or after July 1, 2007, the actuarial equivalent life-only Pension is equal to the greater of: ( 1 ) the annual amount of the life-only Pension (if any) payable to the Participant under the Plan beginning at the same Benefit Commencement Date as the Participant’s form of benefit; and ( 2 ) the annual amount of the life-only Pension beginning at the same Benefit Commencement Date that has the same actuarial present value as the Participant’s form of benefit, computed using a 5% interest rate assumption and the applicable mortality table defined in Section 7.5(c) for that Benefit Commencement Date.

(B)

The life-only Pension that is actuarially equivalent to a benefit form that is subject to Section 417(e)(3) of the code shall be determined under this paragraph if the Participant’s form of benefit is other than a form described in subparagraph (A) above. In this case, the actuarial equivalent life-only Pension shall be determined as follows:

(I)

If the Benefit Commencement Date is in a Plan Year beginning after 2005, the actuarial equivalent life-only Pension is equal to the greatest of: ( 1 ) the annual amount of the life-only Pension beginning at the same Benefit Commencement Date that has the same actuarial present value as the Participant’s form of benefit, computed using the interest rate in Section 2.2 for adjusting benefits in the same form; ( 2 ) the annual amount of the life-only Pension beginning at the same Benefit Commencement Date that has the same actuarial present value as the Participant’s form of benefit, computed using a 5.5% interest rate assumption and the applicable mortality table defined in Section 7.5(c); and ( 3 ) the annual amount of the life-only Pension beginning at the same Benefit Commencement Date that has the same actuarial present value computed using the applicable interest rate and applicable mortality table defined in Section 7.5(c), divided by 1.05.

(II)

If the Benefit Commencement Date is in a Plan Year beginning in 2004 or 2005, the actuarial equivalent life-only Pension is equal to the annual amount of the life–only Pension beginning at the same Benefit Commencement Date that has the same actuarial present value as the Participant’s form of benefit, computed using whichever of the following produces the greater amount: ( 1 ) the interest rate and mortality table specified in Section 2.2 for adjusting benefits in the same form; and ( 2 ) a 5.5% interest rate assumption and the applicable mortality table specified in Section 7.5(c). If the Benefit Commencement Date is on or after the first day of the first Plan Year beginning in 2004 and before December 31, 2004, application of this paragraph shall not cause the amount payable under the Participant’s form of benefit to be less than the benefit calculated under the Plan, taking into account the limitations of this Section, except that the actuarial equivalent life-only Pension is equal to the amount of the life-only Pension beginning at the same Benefit Commencement Date that has the same actuarial present value as the Participant’s form of benefit, computed using whichever of the following produces the greatest annual amount: ( 3 ) the interest rate and mortality table (or other tabular factor) specified in

Section 2.2 for adjusting benefits in the same form; ( 4 ) the applicable interest rate and applicable mortality table defined in Section 7.5(c); and ( 5 ) the applicable interest rate defined in Section 7.5(c) (as in effect on the last day of the last Plan Year beginning before January 1, 2004 under provisions of the Plan then adopted and in effect) and the applicable mortality table defined in Section 7.5(c).

(ii)

The term “Defined Benefit Compensation Limit” means, effective for limitation years ending after December 31, 2001, $160,000, automatically adjusted under Section 415(d) of the Code effective each January 1, and payable in the form of a life-only Pension. The adjusted limitation shall apply to limitation years ending with or within the calendar year of the date of the adjustment, but a Participant’s benefits will not reflect the adjusted limit prior to January 1 of that year.

(iii)

For purposes of this Section, the term “Employer” means the Employer and any Related Employer.

(iv)

The term “High Three-Year Average Compensation” means a Participant’s average Section 415 Compensation for the three consecutive Years of Service (or if a Participant has fewer than three such years, his longest consecutive period of service, including fractions of years, but not less than one year) with the Employer that produce the highest average. If a Participant is rehired by the Employer after a Break in Service, his High Three-Year Average Compensation shall be calculated by excluding all years for which he performed no services for and received no Section 415 Compensation from the Employer and by treating the years immediately before and after the Break in Service as consecutive. A Participant’s Section 415 Compensation for a Year of Service shall not include amounts in excess of the limitation under Section 401(a)(17) of the Code in effect for the limitation year in which such Year of Service begins.

(v)

The term “Maximum Permissible Benefit” means the smaller of the Defined Benefit Dollar Limitation and the Defined Benefit Compensation Limitation, both adjusted if required, as provided below.

(A)

If a Participant has fewer than ten Years of Credited Service, the Defined Benefit Dollar Limitation shall be multiplied by a fraction the numerator of which his the Participant’s number of Years of Credited Service (or part thereof but not less than one year), and the denominator of which is ten. If a Participant has fewer than ten Years of Service, the Defined Benefit Dollar Limitation shall be multiplied by a fraction the numerator of which is the number of Years of Service (or part thereof but not less than one year), and the denominator of which is ten.

(B)

Effective for benefits beginning in limitation years ending after December 31, 2001, the Defined Benefit Dollar Limitation shall be adjusted if a Participant’s Benefit Commencement Date is before age 62 or after age 65. If the Benefit Commencement Date is before age 62, the Defined Benefit Dollar Limitation shall be adjusted under subparagraph (I), as modified by subparagraph (III). If the annuity starting date is after age 65, the Defined Benefit Dollar Limitation shall be adjusted under subparagraph (II), as modified by subparagraph (III).

(I)

Adjustment of Defined Benefit Dollar Limitation for benefit commencement before age 62.

(i)

If the Benefit Commencement Date for a Participant’s benefit is before age 62 and occurs in a limitation year beginning before July 1, 2007, the Defined Benefit Dollar Limitation for the Participant’s Benefit Commencement Date is the annual amount of a benefit payable in the form of a life-only Pension commencing at the Participant’s Benefit Commencement Date that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted for Years of Credited Service less than ten, if required) with actuarial equivalence computed using whichever of the following produces the smaller annual amount: ( 1 ) the interest rate and mortality table (or other tabular factor) specified in Section 2.2, or ( 2 ) a 5% interest rate assumption and the applicable mortality table as defined in Section 7.5(c).

(ii)

If the Benefit Commencement Date for a Participant’s benefit occurs in a limitation year beginning on or after July 1, 2007 and , the Defined Benefit Dollar Limitation for the Participant’s Benefit Commencement Date is the lesser of the annual amount of a benefit payable in the form of a life-only Pension beginning at the Participant’s Benefit Commencement Date that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted for Years of Credited Service less than ten, if required) with actuarial equivalence computed using a 5% limitation and the applicable mortality table for the annuity starting date as defined in Section 7.5(c) (and expressing the Participant’s age based on completed calendar months as of the Benefit Commencement Date, and

the Defined Benefit Dollar Limitation (adjusted for Years of Credited Service less than ten, if required) multiplied by the ratio of the annual amount of the immediately commencing life-only Pension at the Participant’s Benefit Commencement Date to the annual amount of the immediately commencing life-only Pension under the Plan at age 62, both determined without applying the limitations of this Section.

(II)

If the Benefit Commencement Date for a Participant’s benefit is after age 65 and occurs in a limitation year beginning on or after July 1, 2007, the Defined Benefit Dollar Limitation at the Participant’s Benefit Commencement Date is the lesser of: ( 1 ) the annual amount of a benefit payable in the form of a life-only Pension beginning at the Participant’s Benefit Commencement Date that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted for Years of Credited Service less than ten, if applicable), with actuarial equivalence computed using a 5% interest rate assumption and the applicable mortality table for that annuity starting date as defined in Section 7.5(c) (and expressing the Participant’s age based on completed calendar months as of the Benefit Commencement Date), and ( 2 ) the Defined Benefit Dollar Limitation (adjusted for Years of Credited Service less than ten, if applicable) multiplied by the ratio of the annual amount of the adjusted immediately commencing life-only Pension under the Plan at the Participant’s Benefit Commencement Date to the annual amount of the adjusted immediately commencing life-only Pension under the Plan at age 65, both determined without applying the limitations of this Section. For this purpose, the adjusted immediately commencing life-only Pension under the Plan at the Participant’s Benefit Commencement Date is the annual amount of such Pension payable to the Participant, computed disregarding the Participant’s accruals after age 65 but including actuarial adjustments even if used to offset accruals, and the adjusted immediately commencing life-only Pension under the Plan at age 65 is the annual amount of such Pension that would be payable under the Plan to a hypothetical Participant who is age 65 and has the same accrued benefit as the Participant.

(III)

if benefits are not forfeited upon the death of the Participant prior to the Benefit Commencement Date. To the extent benefits are forfeited upon death before the Benefit Commencement Date, such an adjustment shall be made. For this purpose, no forfeiture shall be treated as occurring upon the Participant’s death if the Plan does not charge Participants for providing a Qualified Pre-Retirement Survivor Annuity.

(b) Notwithstanding any provision to the contrary in this Section, the benefit otherwise accrued or payable to a Participant under the Plan shall be deemed not to exceed the Maximum Permissible Benefit if (i) the retirement benefits payable for a limitation year under any form of benefit with respect to the Participant under the Plan and all other defined benefit plans (without regard to whether a plan has been terminated) ever maintained by the Employer do not exceed $10,000 multiplied by a fraction the numerator of which is the Participant’s number of Years of Service (or part thereof but not less than one year), not to exceed ten years, and the denominator of which is ten; and (ii) the Employer (or a predecessor employer) has not at any time maintained a defined contribution plan in which the Participant participated (excluding for this purpose mandatory employee contributions under a defined benefit plan, individual medical accounts under Section 4019h) of the Code, and post-retirement medical accounts under Section 419A(d)(1) of the Code).

(c) The limitations of this Section shall be determined and applied by taking into account the rules in Treasury Regulations section 1.415(f)-1(d), (e) and (h).

6.6 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 Section 401(a)(4) of the Code.

(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 subparagraph (d) below), if any, under the Plan.

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

(d) For purposes of this Section,

(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 2.21(d) other than those who were not among the top 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(p)(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.

6.7 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.

6.8 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) 2% of the Non-Key Employee’s average monthly Top-Heavy Compensation during the consecutive five-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 20) during which the Non-Key Employee completed at least 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 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. Notwithstanding the foregoing, minimum accruals shall not be required for any Plan Year in which the Plan does not benefit any Key Employee or former Key Employee.

6.9 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 25% of the monthly Pension payable to the Participant (or their Beneficiary).

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)

100% Qualified Joint and Survivor Pension . A Participant shall receive a reduced Pension during his lifetime and, upon his death, 100% of such reduced Pension shall be paid to the Participant’s Spouse, if surviving, for the remainder of the Spouse’s lifetime.

(ii)

50% Qualified Joint and Survivor Pension . A Participant shall receive a reduced Pension during his lifetime and, upon his death, 50% of such reduced Pension shall be paid to the Participant’s Spouse, if surviving, for the remainder of the Spouse’s lifetime.

(b) A Participant who is eligible for a Deferred Vested Pension under either Section 5.3 or 5.4 and who has a Spouse (as defined in paragraph (i) below) shall receive his Pension in the form of a 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 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 a 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 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 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 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 a 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.

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 100% or 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.

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 and an explanation that benefits will be larger if payment is deferred. Such written explanation shall also comply with Section 417(a)(3) of the Code and Treasury Regulations Section 1.417(a)-3.

(b) The Committee shall, before the beginning of the election period, provide to the Participant a written explanation which consists of the following information (i) the terms and conditions of the Qualified Joint and Survivor Pension, (ii) the Participant’s right to make, and the effect of, an election to waive the Qualified Joint and Survivor Pension form of benefit, (iii) the rights of the Participant’s spouse, and (iv) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Pension. Effective as of April 1, 1997, the Committee may provide the written explanation to the Participant after the Participant’s Benefit Commencement Date, as long as the election period described in paragraph (d) does not end until at least 30 days after the written explanation is furnished. The Participant may (with his spouse’s consent, if applicable) waive the 30-day period described in the preceding sentence in writing, provided that payment of this benefit shall in no event begin less than seven days after

such explanation is furnished. As provided in Section 7.9, a Participant (with his spouse’s consent, if applicable) may elect a Retroactive Annuity Starting Date, in which case the issuance of the written explanation described in this paragraph (b) shall be governed by Section 7.9.

(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.

(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 180-day period (90-day period for Plan Years beginning before May 1, 2007) 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 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 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 $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 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)

Effective with respect to distributions made after December 31, 2001, if the present value of a Participant’s Pension exceeds $1,000 but does not exceed $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 distribute the Participant’s benefit in the form of a rollover distribution as described in paragraph (d) below.

(b) Effective January 1, 1997, if the present value of a Pension payable under the Plan, as determined under paragraph (a), is more than $5,000 but not more than $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.

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 5%.

(d) This paragraph applies to distributions made after December 31, 2001. Notwithstanding any provision of the Plan to the contrary that otherwise would limit a Distributee’s election, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution that is $500 or more paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. If an Eligible Rollover Distribution is less than $500, a Distributee may not elect to rollover a portion of such distribution.

For purposes of this paragraph, the following terms shall have the meanings indicated:

(i)

The term “Direct Rollover” means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

(ii)

The term “Distributee” means a Participant or former Participant. In addition, a Participant’s or former Participant’s surviving Spouse or spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order are Distributees with respect to their interest.

(iii)

The term “Eligible Retirement Plan” shall mean an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from this plan, individual retirement account described in Section 408(a) of the Code, individual retirement annuity described in Section 408(b) of the Code, annuity plan described in Section 403(a) of the Code, an annuity contract described in Section 403(b) of the Code, or a qualified defined contribution plan described in Section 401(a) of the Code that accepts a Distributee’s Eligible Rollover Distribution.

(iv)

The term “Eligible Rollover Distribution” shall mean any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a period of ten years or more, any distribution to the extent such distribution is required under Section 401(a)(9) of the Code, and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities), and any other distribution that is reasonably expected to total less than $200 during a year. A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax

employee contributions that are not includible in gross income. However, such portion may be transferred only to (A) an individual retirement account or annuity described in Section 408(a) or (b) of the Code; (B) for taxable years beginning after December 31, 2001 and before January 1, 2007, to a qualified trust that is part of a defined contribution plan that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion that is not so includible; or (C) for taxable years beginning after December 31, 2006, to a qualified trust or an annuity contract described in Section 403(b) of the Code if such trust or contract provides for separate accounting for the portion of such distribution that is includible in gross income and the portion that is not so includible.

(e) In the event of a mandatory distribution in excess of $1,000 (including the portion of the Participant’s distribution attributable to any rollover contribution) made on or after March 28, 2005, if a Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution directly, then the Plan will pay the distribution in a Direct Rollover to an individual retirement plan designated by the Committee.

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 60th day after the close of the Plan Year in which the latest of the following events occurs:

(i)

The Participant’s 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 age of 70 ¹ / 2 or retires, or, in the case of a Participant who is a 5% owner (as described in 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 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 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 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.

7.9 Retroactive Annuity Starting Date . In the event a Participant affirmatively elects for their benefits to commence as of a Retroactive Annuity Starting Date, this Section 7.9 shall apply:

the written explanation as a result of administrative delay. In the event distribution of the Participant’s benefit does not occur within the applicable period following the issuance of the written explanation for reasons other than administrative delay, the Committee shall furnish the Participant with another written explanation. The Participant (with his spouse’s consent, if applicable) may, in writing, waive the requirement that benefits not be distributed fewer than 30 days after the Participant’s receipt of the written explanation, in which case benefits will not be distributed in less than seven days after the written explanation is furnished. The Participant’s election to commence benefit receipt must be made after the written explanation is provided, and on or before the date the first distribution is made.

(b) The Participant’s spouse as of the Date of Distribution, including an alternate payee under the terms of a Qualified Domestic Relations Order, must consent to the Participant’s election of the Retroactive Annuity Starting Date. Spousal consent, however, is not required in the event the survivor benefits that would be payable to the Participant’s spouse as of the Retroactive Annuity Starting Date are not less than the survivor benefits that would be payable to the Participant’s spouse in an optional form of benefit that satisfies the Qualified Joint and Survivor Pension requirements as of a benefit commencement date which occurs subsequent to the date the written explanation is furnished. Additionally, spousal consent is not required if the Participant’s spouse as of the Retroactive Annuity Starting Date would not be the Participant’s spouse as of the date benefits actually commence, unless otherwise required by the terms of a Qualified Domestic Relations Order.

(c) A Participant may not select a Retroactive Annuity Starting Date that precedes the date upon which the Participant could have otherwise started receiving benefits under the terms of Section 7.1. A Participant shall be deemed to have elected a Retroactive Annuity Starting Date and receive distributions subject to this Section 7.9 even if the Participant’s benefits hereunder are adjusted in order to comply with Sections 417(e)(3) and 415 of the Code.

(d) Future periodic payments with respect to a Participant who elects a Retroactive Annuity Starting Date shall be the same as the future periodic payments, if any, that would have been paid with respect to the Participant had payments actually commenced on the Retroactive Annuity Starting Date. Each Participant to whom this Section 7.9 applies shall be paid make-up payments to reflect any missed payment or payments for the period from the Retroactive Annuity Starting Date to the date of the actual make-up payment (with the appropriate adjustment for interest from the date of the actual make-up payment). Said payments shall comply, in all respects, with the requirements of Sections 417(e)(3) and 415 of the Code, with the applicable interest rate and applicable mortality table determined as of that date. Distributions hereunder consisting of make-up payments under this paragraph (d) shall not constitute “eligible rollover distributions” within the meaning of Section 401(a)(31) of the Code.

benefit would have been exempt from the present value requirements of Section 417(e)(3) of the Code if the benefit commenced on the Retroactive Annuity Starting Date, the annual benefit limitation of Section 415 of the Code shall not be applied as of the Date of Distribution, if such date is 12 months or less from the Retroactive Annuity Staring Date. Instead, the annual benefit limitation of Section 415 of the Code shall be applied as of the Retroactive Annuity Starting Date.

(f) In the event the Participant’s benefit would have been subject to the present value requirements of Section 417(e)(3) of the Code had distributions commenced on the Retroactive Annuity Starting Date, the Participant’s benefit entitlement shall not be less than the benefit produced by applying the applicable interest rate and the applicable mortality table determined as of the Date of Distribution, to the forms of benefit under this Article VII that corresponds to the benefit that was used to determine the Participant’s benefit entitlement as of the Retroactive Annuity Starting Date.

(g) The purpose of this Section 7.9 is to conform the requirements governing Retroactive Annuity Starting Dates as set forth in Treasury Regulations section l.417(e)-1, as now in effect or as hereunder amended. To the extent this Section 7.9 is inconsistent with said regulations, Treasury Regulations Section l.417(e)-1 shall govern and control.

7.10 Required Minimum Distributions . Notwithstanding any other provisions of the Plan, the following will apply as of January 1, 2003, and to the extent of any conflict with existing provisions of the Plan, the following shall supersede the existing provisions.

(a) Death of Participant before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(i)

If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, then distributions to the surviving, spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 ¹ / 2 , if later.

(ii)

If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(iii)

following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(iv)

if the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this paragraph (a), other than subparagraph (a)(i), will apply as if the surviving spouse were the Participant.

(b) Form of Distribution. Unless the Participant’s interest is distributed in the form of a lump-sum payment on or before the required beginning date referenced in Section 7.7(c), as of the first Distribution Calendar Year, distributions will be made in accordance with paragraphs (c), (d), (e), (f), (g), (h) and (i) hereof. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations.

(c) Payment in the Form of an Annuity. If the Participant’s interest is paid in the form of annuity distributions under the Plan, payments under the annuity shall satisfy the following requirements:

(i)

The annuity distributions will be paid in periodic payments made at intervals not longer than one year.

(ii)

The distribution period will be over a life (or lives) or over a period certain not longer than the period described in paragraphs (d), (e), (f), (g), (h) and (i) hereof.

(iii)

Once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted.

(iv)

Payments will either be nonincreasing or increase only as follows:

(A)

By an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics;

(B)

To the extent of the reduction in the amount of the Participant’s payments to provide for a survivor benefit upon death, but only if the beneficiary whose life was being used to determine the distribution period described in paragraph (f) dies or is no longer the Participant’s beneficiary pursuant to a Qualified Domestic Relations Order within the meaning of a Section 414(p) of the Code; or

(C)

To pay increased benefits that result from a Plan amendment.

(d) The amount that must be distributed on or before the Participant’s required beginning date (or, if the Participant dies before distributions begin, the date distributions are required to begin under paragraph (a)) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received, e.g., bi-monthly, monthly, semi-annually, or annually. All of the Participant’s benefit accruals as of the last day of the first Distribution Calendar Year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant’s required beginning date.

(e) Additional Accruals after First Distribution Year. Any additional benefits accruing to the Participant in a calendar year after the first Distribution Calendar Year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues.

(f) This paragraph (f) shall govern the requirements for annuity distributions that commence during the Participant’s lifetime.

(i)

If the Participant’s interest is being distributed in the form of a Qualified Joint and Survivor Pension for the joint lives of the Participant and a nonspouse beneficiary, annuity payments to be made on or after the Participant’s required beginning date to the designated beneficiary after the Participant’s death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Participant using the table set forth in Treasury Regulations Section 1.401(a)(9)-6T, Q&A-2. If the form of distribution combines a Qualified Joint and Survivor Pension for the joint lives of the Participant and a nonspouse beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the designated beneficiary after the expiration of the period certain.

(ii)

Unless the Participant’s spouse is the sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant’s lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Treasury Regulations Section 1.401(a)(9)-9 for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under such Uniform Lifetime Table plus the excess of 70 over the age of the Participant as of the Participant’s birthday in the year that contains the annuity starting date. If the Participant’s spouse is the Participant’s sole designated beneficiary and the form of distribution is a period certain and not life annuity, the period certain may not exceed the longer of the Participant’s applicable distribution period, as determined under this paragraph (f)(ii), or the joint life and last survivor expectancy of the Participant and the Participant’s spouse as determined under the Joint and Last Survivor Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the calendar year that contains the annuity starting date.

(g) If the Participant dies before the date distribution of his or her interest begins and there is a designated beneficiary, the Participant’s entire interest will be distributed, beginning no later than the time described in paragraph (a)(i) or (a)(ii) over the life of the designated beneficiary or over a period certain not exceeding:

(i)

Unless the annuity starting date is before the first Distribution Calendar Year, the life expectancy of the designated beneficiary determined using the beneficiary’s age as of the beneficiary’s birthday in the calendar year immediately following the calendar year of the Participant’s death; or

(ii)

If the annuity starting date is before the first Distribution Calendar Year, the life expectancy of the designated beneficiary determined using the beneficiary’s age as of the beneficiary’s birthday in the calendar year that contains the annuity starting date.

(h) If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(i) If the Participant dies before the date distribution of his or her interest begins, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions to the surviving spouse begin, paragraphs (g), (h) and (i) will apply as if the surviving spouse were the Participant, except that the time by which distributions must begin will be determined without regard to paragraph (a)(i).

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 months after the close of the Plan Year in which he attained his Normal Retirement Age and more than two 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 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 90 days after the claim is filed, unless special circumstances require an extension of such period for not more than an additional 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 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 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 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 judgments or settlements in accordance with Section 401(a)(13)(C) of the Code, 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 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 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 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 18-month period shall be applied prospectively only.

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 one) 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 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 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.

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.

(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.

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) 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 that 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.

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.

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:

(i)

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;

(ii)

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; provided, that a Participant’s accrued benefit, early retirement benefit, retirement-type subsidy or optional form of benefit may be reduced to the extent permitted under Section 412(c)(8) of the Code (for Plan Years beginning before January 1, 2008) or Section 412(d)(2) (for Plan Years beginning after December 31, 2007) of the Code, or to the extent permitted under Treasury Regulations Sections 1.411(d)-3 and 1.411(d)-4.

(iii)

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

(iv)

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 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 that 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:

(i)

In the case of a Pension which was in pay status as of the beginning of the three-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-year period ending on such date) under which such Pension would be the least; or

(ii)

In the case of a Pension which would have been in pay status as of the beginning of such three-year period if the Participant had retired prior to the beginning of the three-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-year period ending on such date) under which the Pension would be the least.

(iii)

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

(b) Second :

(i)

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 $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

(ii)

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 10% in value of either the voting stock of the Employer did not apply.

(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.

(i)

If this subparagraph applies, except as provided in subparagraph (ii) 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-year period ending on the date of Plan termination.

(ii)

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

(i)

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

(ii)

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

(iii)

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.

(iv)

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.

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).

12.11 Freeze of Plan . Effective as of and after April 30, 2005, the Plan is frozen. Each Participant’s Accrued Benefit and participation herein shall be frozen as of said date.

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.

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.

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 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.

RETIREMENT PLAN FOR SALARIED EMPLOYEES

KEWAUNEE SCIENTIFIC CORPORATION

EXHIBIT A

This Exhibit A, attached to and made a part of the Plan, provides the actuarial equivalence factors under the Plan, based upon the UP 1984 mortality table with 7% interest, as follows:

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	35	36	37	38	39	40	41	42	43	44	45	46	47
55	0.7888	0.7920	0.7954	0.7988	0.8024	0.8062	0.8100	0.8140	0.8181	0.8223	0.8266	0.8311	0.8356
56	0.7764	0.7796	0.7830	0.7865	0.7902	0.7940	0.7979	0.8020	0.8062	0.8105	0.8149	0.8195	0.8242
57	0.7635	0.7668	0.7702	0.7738	0.7775	0.7813	0.7853	0.7894	0.7937	0.7981	0.8027	0.8074	0.8122
58	0.7502	0.7535	0.7569	0.7605	0.7643	0.7682	0.7722	0.7764	0.7808	0.7853	0.7899	0.7947	0.7996
59	0.7364	0.7397	0.7432	0.7468	0.7506	0.7546	0.7587	0.7629	0.7673	0.7719	0.7767	0.7815	0.7866
60	0.7222	0.7256	0.7291	0.7327	0.7365	0.7405	0.7446	0.7489	0.7534	0.7581	0.7629	0.7678	0.7729
61	0.7076	0.7110	0.7145	0.7181	0.7220	0.7260	0.7301	0.7345	0.7390	0.7437	0.7486	0.7536	0.7588
62	0.6927	0.6960	0.6995	0.7032	0.7070	0.7110	0.7152	0.7196	0.7241	0.7289	0.7338	0.7389	0.7442
63	0.6774	0.6807	0.6842	0.6878	0.6917	0.6957	0.6999	0.7043	0.7088	0.7136	0.7186	0.7237	0.7291
64	0.6618	0.6651	0.6685	0.6722	0.6760	0.6800	0.6842	0.6886	0.6932	0.6980	0.7030	0.7082	0.7135
65	0.6459	0.6492	0.6526	0.6563	0.6601	0.6641	0.6683	0.6726	0.6772	0.6820	0.6870	0.6922	0.6976
66	0.6299	0.6331	0.6365	0.6401	0.6439	0.6479	0.6521	0.6564	0.6610	0.6658	0.6708	0.6760	0.6815
67	0.6137	0.6169	0.6203	0.6239	0.6276	0.6316	0.6357	0.6401	0.6446	0.6494	0.6544	0.6596	0.6650
68	0.5974	0.6006	0.6039	0.6075	0.6112	0.6151	0.6192	0.6235	0.6280	0.6328	0.6378	0.6430	0.6484
69	0.5809	0.5840	0.5873	0.5908	0.5945	0.5984	0.6024	0.6067	0.6112	0.6159	0.6208	0.6260	0.6314
70	0.5642	0.5672	0.5705	0.5739	0.5775	0.5813	0.5853	0.5896	0.5940	0.5987	0.6036	0.6087	0.6141
71	0.5471	0.5502	0.5533	0.5567	0.5603	0.5640	0.5680	0.5721	0.5765	0.5811	0.5860	0.5910	0.5964
72	0.5299	0.5329	0.5360	0.5393	0.5428	0.5465	0.5503	0.5544	0.5587	0.5633	0.5681	0.5731	0.5783
73	0.5125	0.5154	0.5184	0.5217	0.5251	0.5287	0.5325	0.5365	0.5407	0.5452	0.5499	0.5548	0.5600
74	0.4950	0.4978	0.5008	0.5039	0.5073	0.5108	0.5145	0.5185	0.5226	0.5270	0.5316	0.5364	0.5415
75	0.4775	0.4802	0.4831	0.4862	0.4894	0.4929	0.4965	0.5004	0.5044	0.5087	0.5132	0.5179	0.5229
76	0.4600	0.4627	0.4655	0.4685	0.4716	0.4750	0.4785	0.4823	0.4862	0.4904	0.4948	0.4994	0.5043
77	0.4427	0.4452	0.4480	0.4509	0.4539	0.4572	0.4606	0.4643	0.4681	0.4722	0.4765	0.4810	0.4858
78	0.4255	0.4280	0.4307	0.4335	0.4364	0.4396	0.4429	0.4465	0.4502	0.4542	0.4583	0.4627	0.4674
79	0.4085	0.4109	0.4135	0.4162	0.4191	0.4221	0.4253	0.4288	0.4324	0.4362	0.4403	0.4445	0.4490
80	0.3916	0.3940	0.3964	0.3990	0.4018	0.4048	0.4079	0.4112	0.4147	0.4184	0.4223	0.4265	0.4309

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	48	49	50	51	52	53	54	55	56	57	58	59	60
55	0.8402	0.8449	0.8497	0.8546	0.8595	0.8645	0.8695	0.8745	0.8795	0.8846	0.8896	0.8947	0.8996
56	0.8289	0.8338	0.8388	0.8438	0.8489	0.8541	0.8593	0.8646	0.8699	0.8752	0.8805	0.8858	0.8911
57	0.8171	0.8221	0.8272	0.8325	0.8378	0.8431	0.8486	0.8541	0.8596	0.8652	0.8708	0.8764	0.8820
58	0.8047	0.8098	0.8151	0.8205	0.8260	0.8316	0.8372	0.8430	0.8488	0.8546	0.8605	0.8663	0.8722
59	0.7917	0.7970	0.8025	0.8080	0.8137	0.8195	0.8253	0.8313	0.8373	0.8434	0.8495	0.8557	0.8618
60	0.7782	0.7836	0.7892	0.7949	0.8008	0.8067	0.8128	0.8189	0.8252	0.8315	0.8379	0.8443	0.8508
61	0.7642	0.7697	0.7754	0.7812	0.7872	0.7933	0.7996	0.8059	0.8124	0.8190	0.8256	0.8323	0.8391
62	0.7496	0.7552	0.7610	0.7670	0.7731	0.7794	0.7858	0.7923	0.7990	0.8058	0.8127	0.8197	0.8267
63	0.7346	0.7403	0.7462	0.7523	0.7585	0.7649	0.7715	0.7782	0.7850	0.7920	0.7992	0.8064	0.8137
64	0.7191	0.7249	0.7309	0.7370	0.7434	0.7499	0.7566	0.7635	0.7705	0.7777	0.7850	0.7925	0.8001
65	0.7033	0.7091	0.7151	0.7214	0.7278	0.7344	0.7413	0.7483	0.7555	0.7628	0.7704	0.7780	0.7858
66	0.6871	0.6930	0.6990	0.7053	0.7119	0.7186	0.7255	0.7326	0.7400	0.7475	0.7552	0.7631	0.7711
67	0.6707	0.6766	0.6827	0.6890	0.6956	0.7024	0.7094	0.7166	0.7241	0.7318	0.7396	0.7477	0.7559
68	0.6540	0.6599	0.6661	0.6724	0.6790	0.6859	0.6930	0.7003	0.7078	0.7156	0.7236	0.7318	0.7402
69	0.6371	0.6429	0.6491	0.6555	0.6621	0.6690	0.6761	0.6834	0.6911	0.6989	0.7071	0.7154	0.7240
70	0.6197	0.6255	0.6316	0.6380	0.6446	0.6515	0.6587	0.6661	0.6738	0.6817	0.6899	0.6984	0.7071
71	0.6019	0.6077	0.6138	0.6202	0.6268	0.6336	0.6408	0.6482	0.6559	0.6639	0.6722	0.6807	0.6895
72	0.5838	0.5896	0.5956	0.6019	0.6085	0.6153	0.6225	0.6299	0.6376	0.6456	0.6539	0.6625	0.6714
73	0.5654	0.5711	0.5771	0.5833	0.5898	0.5966	0.6037	0.6111	0.6188	0.6268	0.6351	0.6437	0.6527
74	0.5469	0.5525	0.5583	0.5645	0.5709	0.5777	0.5847	0.5920	0.5997	0.6077	0.6160	0.6246	0.6335
75	0.5282	0.5337	0.5395	0.5455	0.5519	0.5585	0.5655	0.5727	0.5803	0.5882	0.5965	0.6051	0.6140
76	0.5095	0.5148	0.5205	0.5265	0.5327	0.5392	0.5461	0.5532	0.5608	0.5686	0.5768	0.5853	0.5942
77	0.4908	0.4961	0.5016	0.5074	0.5136	0.5200	0.5267	0.5337	0.5411	0.5489	0.5570	0.5654	0.5742
78	0.4723	0.4774	0.4828	0.4885	0.4945	0.5008	0.5074	0.5143	0.5216	0.5292	0.5372	0.5455	0.5542
79	0.4538	0.4588	0.4641	0.4696	0.4755	0.4816	0.4881	0.4948	0.5020	0.5094	0.5173	0.5255	0.5341
80	0.4355	0.4403	0.4454	0.4509	0.4565	0.4625	0.4688	0.4754	0.4824	0.4897	0.4974	0.5054	0.5139

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	61	62	63	64	65	66	67	68	69	70	71	72	73
55	0.9046	0.9095	0.9143	0.9190	0.9236	0.9281	0.9324	0.9367	0.9408	0.9447	0.9486	0.9523	0.9558
56	0.8964	0.9015	0.9067	0.9117	0.9166	0.9214	0.9261	0.9307	0.9351	0.9394	0.9435	0.9475	0.9514
57	0.8875	0.8930	0.8985	0.9038	0.9091	0.9143	0.9193	0.9242	0.9289	0.9336	0.9380	0.9424	0.9466
58	0.8781	0.8839	0.8897	0.8954	0.9010	0.9065	0.9119	0.9171	0.9222	0.9272	0.9321	0.9368	0.9413
59	0.8680	0.8742	0.8803	0.8863	0.8923	0.8981	0.9039	0.9095	0.9150	0.9203	0.9256	0.9306	0.9355
60	0.8573	0.8638	0.8702	0.8766	0.8829	0.8892	0.8953	0.9013	0.9071	0.9129	0.9185	0.9239	0.9292
61	0.8459	0.8527	0.8595	0.8662	0.8729	0.8795	0.8860	0.8924	0.8986	0.9048	0.9108	0.9167	0.9223
62	0.8338	0.8409	0.8480	0.8551	0.8622	0.8691	0.8760	0.8828	0.8895	0.8960	0.9025	0.9088	0.9149
63	0.8211	0.8285	0.8359	0.8434	0.8508	0.8581	0.8654	0.8726	0.8797	0.8867	0.8935	0.9003	0.9068
64	0.8077	0.8154	0.8232	0.8310	0.8387	0.8465	0.8541	0.8617	0.8692	0.8766	0.8839	0.8911	0.8981
65	0.7938	0.8018	0.8098	0.8179	0.8260	0.8341	0.8422	0.8502	0.8581	0.8659	0.8737	0.8813	0.8888
66	0.7793	0.7875	0.7959	0.8043	0.8127	0.8212	0.8296	0.8380	0.8463	0.8546	0.8628	0.8709	0.8789
67	0.7643	0.7728	0.7814	0.7901	0.7989	0.8077	0.8165	0.8252	0.8340	0.8427	0.8514	0.8600	0.8684
68	0.7488	0.7576	0.7664	0.7754	0.7845	0.7936	0.8028	0.8119	0.8210	0.8302	0.8393	0.8483	0.8573
69	0.7327	0.7417	0.7508	0.7601	0.7694	0.7789	0.7883	0.7978	0.8074	0.8169	0.8265	0.8360	0.8454
70	0.7160	0.7251	0.7345	0.7439	0.7536	0.7633	0.7731	0.7829	0.7928	0.8028	0.8128	0.8228	0.8327
71	0.6986	0.7079	0.7174	0.7271	0.7369	0.7469	0.7570	0.7672	0.7774	0.7878	0.7982	0.8086	0.8190
72	0.6805	0.6900	0.6996	0.7095	0.7195	0.7298	0.7401	0.7506	0.7612	0.7719	0.7827	0.7936	0.8044
73	0.6619	0.6714	0.6812	0.6912	0.7014	0.7118	0.7224	0.7332	0.7440	0.7551	0.7663	0.7776	0.7889
74	0.6428	0.6523	0.6622	0.6723	0.6827	0.6933	0.7041	0.7150	0.7262	0.7375	0.7491	0.7607	0.7725
75	0.6233	0.6329	0.6428	0.6530	0.6634	0.6741	0.6851	0.6962	0.7076	0.7193	0.7311	0.7431	0.7553
76	0.6034	0.6130	0.6229	0.6332	0.6437	0.6545	0.6656	0.6769	0.6885	0.7003	0.7124	0.7247	0.7373
77	0.5834	0.5930	0.6029	0.6131	0.6237	0.6345	0.6456	0.6571	0.6688	0.6808	0.6932	0.7058	0.7186
78	0.5633	0.5728	0.5827	0.5929	0.6034	0.6143	0.6254	0.6369	0.6487	0.6609	0.6734	0.6863	0.6994
79	0.5431	0.5525	0.5622	0.5723	0.5828	0.5937	0.6048	0.6163	0.6282	0.6405	0.6531	0.6661	0.6794
80	0.5227	0.5320	0.5416	0.5516	0.5620	0.5728	0.5839	0.5954	0.6073	0.6196	0.6324	0.6455	0.6590

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	74	75	76	77	78	79	80	81	82	83	84	85	86
55	0.9592	0.9624	0.9654	0.9683	0.9710	0.9735	0.9759	0.9781	0.9802	0.9821	0.9839	0.9855	0.9870
56	0.9551	0.9586	0.9619	0.9650	0.9680	0.9708	0.9734	0.9758	0.9781	0.9802	0.9821	0.9840	0.9856
57	0.9506	0.9544	0.9580	0.9614	0.9647	0.9677	0.9706	0.9732	0.9757	0.9781	0.9802	0.9822	0.9841
58	0.9456	0.9498	0.9537	0.9575	0.9610	0.9643	0.9675	0.9704	0.9731	0.9757	0.9781	0.9803	0.9823
59	0.9402	0.9447	0.9490	0.9531	0.9570	0.9606	0.9640	0.9673	0.9703	0.9731	0.9757	0.9781	0.9804
60	0.9343	0.9392	0.9439	0.9483	0.9525	0.9565	0.9602	0.9638	0.9671	0.9701	0.9730	0.9757	0.9782
61	0.9278	0.9331	0.9382	0.9430	0.9476	0.9519	0.9560	0.9599	0.9635	0.9669	0.9701	0.9730	0.9758
62	0.9208	0.9265	0.9320	0.9372	0.9422	0.9469	0.9514	0.9556	0.9596	0.9633	0.9668	0.9700	0.9731
63	0.9132	0.9193	0.9252	0.9309	0.9363	0.9414	0.9463	0.9509	0.9553	0.9593	0.9631	0.9667	0.9701
64	0.9050	0.9116	0.9179	0.9241	0.9299	0.9355	0.9408	0.9458	0.9505	0.9550	0.9591	0.9631	0.9667
65	0.8961	0.9032	0.9101	0.9167	0.9230	0.9290	0.9347	0.9402	0.9454	0.9502	0.9548	0.9591	0.9631
66	0.8867	0.8943	0.9016	0.9087	0.9155	0.9220	0.9282	0.9342	0.9398	0.9450	0.9500	0.9547	0.9591
67	0.8767	0.8848	0.8926	0.9002	0.9075	0.9145	0.9213	0.9277	0.9337	0.9395	0.9449	0.9500	0.9549
68	0.8661	0.8747	0.8831	0.8912	0.8990	0.9065	0.9138	0.9207	0.9273	0.9335	0.9394	0.9450	0.9502
69	0.8547	0.8638	0.8728	0.8814	0.8898	0.8979	0.9057	0.9131	0.9202	0.9270	0.9334	0.9394	0.9452
70	0.8425	0.8521	0.8616	0.8708	0.8798	0.8884	0.8968	0.9048	0.9125	0.9198	0.9267	0.9333	0.9396
71	0.8293	0.8395	0.8495	0.8593	0.8688	0.8781	0.8871	0.8957	0.9039	0.9118	0.9193	0.9265	0.9333
72	0.8153	0.8260	0.8365	0.8469	0.8570	0.8669	0.8764	0.8857	0.8945	0.9030	0.9112	0.9189	0.9263
73	0.8002	0.8114	0.8226	0.8335	0.8442	0.8547	0.8649	0.8747	0.8843	0.8934	0.9022	0.9106	0.9186
74	0.7843	0.7960	0.8076	0.8191	0.8304	0.8415	0.8524	0.8629	0.8731	0.8829	0.8923	0.9014	0.9101
75	0.7675	0.7797	0.7918	0.8039	0.8158	0.8275	0.8389	0.8501	0.8610	0.8715	0.8816	0.8914	0.9008
76	0.7499	0.7625	0.7752	0.7877	0.8002	0.8125	0.8246	0.8364	0.8480	0.8591	0.8700	0.8805	0.8906
77	0.7316	0.7446	0.7577	0.7708	0.7838	0.7966	0.8094	0.8218	0.8341	0.8459	0.8575	0.8688	0.8796
78	0.7126	0.7261	0.7396	0.7531	0.7666	0.7800	0.7933	0.8065	0.8193	0.8319	0.8442	0.8562	0.8678
79	0.6930	0.7068	0.7206	0.7346	0.7485	0.7625	0.7764	0.7901	0.8036	0.8169	0.8299	0.8426	0.8550
80	0.6727	0.6868	0.7010	0.7153	0.7296	0.7441	0.7585	0.7728	0.7869	0.8009	0.8146	0.8281	0.8413

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	87	88	89	90	91	92	93	94	95	96	97	98	99
55	0.9884	0.9897	0.9909	0.9920	0.9930	0.9938	0.9946	0.9953	0.9960	0.9965	0.9970	0.9975	0.9979
56	0.9872	0.9886	0.9899	0.9911	0.9922	0.9931	0.9940	0.9948	0.9955	0.9961	0.9967	0.9972	0.9976
57	0.9858	0.9874	0.9888	0.9901	0.9913	0.9924	0.9934	0.9942	0.9950	0.9957	0.9963	0.9969	0.9974
58	0.9842	0.9859	0.9875	0.9890	0.9903	0.9915	0.9926	0.9936	0.9944	0.9952	0.9959	0.9965	0.9971
59	0.9825	0.9844	0.9862	0.9878	0.9892	0.9906	0.9918	0.9929	0.9938	0.9947	0.9955	0.9961	0.9967
60	0.9805	0.9826	0.9846	0.9864	0.9880	0.9895	0.9908	0.9920	0.9931	0.9941	0.9949	0.9957	0.9964
61	0.9783	0.9807	0.9828	0.9848	0.9866	0.9883	0.9898	0.9911	0.9923	0.9934	0.9943	0.9952	0.9959
62	0.9759	0.9785	0.9809	0.9831	0.9851	0.9869	0.9886	0.9900	0.9914	0.9926	0.9937	0.9946	0.9955
63	0.9732	0.9760	0.9787	0.9811	0.9834	0.9854	0.9872	0.9889	0.9904	0.9917	0.9929	0.9940	0.9949
64	0.9702	0.9733	0.9763	0.9790	0.9814	0.9837	0.9857	0.9875	0.9892	0.9907	0.9920	0.9932	0.9943
65	0.9669	0.9704	0.9736	0.9766	0.9793	0.9818	0.9840	0.9861	0.9879	0.9896	0.9911	0.9924	0.9936
66	0.9633	0.9671	0.9706	0.9739	0.9769	0.9797	0.9822	0.9845	0.9865	0.9884	0.9900	0.9915	0.9928
67	0.9594	0.9636	0.9675	0.9711	0.9744	0.9774	0.9802	0.9827	0.9850	0.9870	0.9889	0.9905	0.9920
68	0.9552	0.9598	0.9641	0.9680	0.9717	0.9750	0.9780	0.9808	0.9833	0.9856	0.9876	0.9894	0.9911
69	0.9506	0.9556	0.9603	0.9647	0.9687	0.9723	0.9757	0.9787	0.9815	0.9840	0.9863	0.9883	0.9901
70	0.9454	0.9509	0.9561	0.9609	0.9653	0.9693	0.9730	0.9764	0.9795	0.9822	0.9847	0.9869	0.9889
71	0.9397	0.9457	0.9514	0.9566	0.9615	0.9659	0.9700	0.9737	0.9771	0.9802	0.9830	0.9854	0.9877
72	0.9333	0.9399	0.9461	0.9519	0.9572	0.9621	0.9666	0.9707	0.9745	0.9779	0.9810	0.9837	0.9862
73	0.9262	0.9334	0.9402	0.9465	0.9524	0.9578	0.9628	0.9673	0.9715	0.9753	0.9787	0.9818	0.9845
74	0.9184	0.9262	0.9336	0.9405	0.9470	0.9530	0.9584	0.9635	0.9681	0.9723	0.9761	0.9796	0.9826
75	0.9098	0.9183	0.9263	0.9339	0.9410	0.9476	0.9536	0.9592	0.9643	0.9690	0.9732	0.9771	0.9805
76	0.9003	0.9096	0.9183	0.9266	0.9344	0.9416	0.9482	0.9544	0.9601	0.9653	0.9700	0.9742	0.9780
77	0.8901	0.9001	0.9096	0.9186	0.9271	0.9350	0.9423	0.9491	0.9554	0.9611	0.9663	0.9711	0.9753
78	0.8791	0.8898	0.9001	0.9099	0.9191	0.9278	0.9358	0.9433	0.9502	0.9565	0.9623	0.9676	0.9723
79	0.8671	0.8787	0.8898	0.9004	0.9104	0.9198	0.9286	0.9368	0.9444	0.9514	0.9578	0.9636	0.9689
80	0.8541	0.8665	0.8785	0.8899	0.9007	0.9110	0.9206	0.9296	0.9379	0.9457	0.9527	0.9592	0.9651

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	35	36	37	38	39	40	41	42	43	44	45	46	47
55	0.8819	0.8839	0.8860	0.8882	0.8904	0.8927	0.8950	0.8975	0.8999	0.9025	0.9051	0.9077	0.9104
56	0.8741	0.8762	0.8783	0.8805	0.8828	0.8852	0.8876	0.8901	0.8927	0.8953	0.8980	0.9008	0.9036
57	0.8659	0.8680	0.8702	0.8724	0.8748	0.8772	0.8797	0.8823	0.8850	0.8877	0.8905	0.8934	0.8963
58	0.8572	0.8594	0.8616	0.8640	0.8664	0.8689	0.8715	0.8741	0.8769	0.8797	0.8826	0.8856	0.8887
59	0.8482	0.8504	0.8527	0.8551	0.8575	0.8601	0.8628	0.8655	0.8684	0.8713	0.8743	0.8774	0.8805
60	0.8387	0.8410	0.8433	0.8457	0.8483	0.8509	0.8536	0.8564	0.8594	0.8624	0.8655	0.8687	0.8719
61	0.8288	0.8311	0.8335	0.8359	0.8385	0.8412	0.8440	0.8469	0.8499	0.8530	0.8562	0.8595	0.8629
62	0.8184	0.8208	0.8232	0.8257	0.8284	0.8311	0.8340	0.8369	0.8400	0.8432	0.8464	0.8498	0.8533
63	0.8076	0.8100	0.8125	0.8150	0.8177	0.8205	0.8234	0.8265	0.8296	0.8329	0.8362	0.8397	0.8433
64	0.7965	0.7988	0.8013	0.8040	0.8067	0.8095	0.8125	0.8156	0.8188	0.8221	0.8256	0.8291	0.8328
65	0.7849	0.7873	0.7898	0.7925	0.7952	0.7981	0.8011	0.8043	0.8076	0.8110	0.8145	0.8181	0.8219
66	0.7729	0.7753	0.7779	0.7806	0.7834	0.7863	0.7894	0.7926	0.7959	0.7994	0.8030	0.8067	0.8106
67	0.7606	0.7631	0.7657	0.7684	0.7712	0.7742	0.7773	0.7805	0.7839	0.7874	0.7911	0.7949	0.7988
68	0.7480	0.7505	0.7531	0.7558	0.7587	0.7617	0.7648	0.7681	0.7715	0.7751	0.7788	0.7827	0.7867
69	0.7349	0.7374	0.7400	0.7428	0.7457	0.7487	0.7519	0.7552	0.7587	0.7623	0.7661	0.7700	0.7741
70	0.7214	0.7239	0.7265	0.7293	0.7322	0.7352	0.7384	0.7418	0.7453	0.7490	0.7528	0.7568	0.7609
71	0.7073	0.7098	0.7125	0.7152	0.7182	0.7212	0.7245	0.7278	0.7314	0.7351	0.7389	0.7430	0.7472
72	0.6927	0.6953	0.6979	0.7007	0.7036	0.7067	0.7100	0.7134	0.7169	0.7206	0.7245	0.7286	0.7328
73	0.6777	0.6802	0.6829	0.6856	0.6886	0.6917	0.6949	0.6983	0.7019	0.7057	0.7096	0.7137	0.7180
74	0.6622	0.6647	0.6674	0.6702	0.6731	0.6762	0.6795	0.6829	0.6865	0.6902	0.6942	0.6983	0.7026
75	0.6464	0.6489	0.6515	0.6543	0.6572	0.6603	0.6636	0.6670	0.6706	0.6743	0.6783	0.6824	0.6867
76	0.6302	0.6326	0.6353	0.6380	0.6410	0.6440	0.6473	0.6507	0.6543	0.6581	0.6620	0.6662	0.6705
77	0.6137	0.6162	0.6188	0.6215	0.6244	0.6275	0.6307	0.6341	0.6377	0.6415	0.6454	0.6496	0.6539
78	0.5970	0.5995	0.6021	0.6048	0.6077	0.6107	0.6139	0.6173	0.6209	0.6246	0.6286	0.6327	0.6370
79	0.5801	0.5825	0.5850	0.5877	0.5906	0.5936	0.5968	0.6002	0.6037	0.6074	0.6114	0.6155	0.6198
80	0.5629	0.5652	0.5678	0.5705	0.5733	0.5763	0.5794	0.5828	0.5863	0.5900	0.5939	0.5979	0.6022

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	48	49	50	51	52	53	54	55	56	57	58	59	60
55	0.9132	0.9160	0.9188	0.9216	0.9244	0.9273	0.9302	0.9330	0.9359	0.9388	0.9416	0.9444	0.9472
56	0.9065	0.9094	0.9123	0.9153	0.9183	0.9213	0.9243	0.9274	0.9304	0.9334	0.9365	0.9395	0.9424
57	0.8993	0.9024	0.9054	0.9086	0.9117	0.9149	0.9181	0.9213	0.9245	0.9277	0.9309	0.9341	0.9373
58	0.8918	0.8949	0.8981	0.9014	0.9047	0.9081	0.9114	0.9148	0.9182	0.9216	0.9250	0.9284	0.9317
59	0.8838	0.8871	0.8904	0.8938	0.8973	0.9008	0.9043	0.9079	0.9114	0.9150	0.9186	0.9222	0.9258
60	0.8753	0.8787	0.8822	0.8857	0.8894	0.8930	0.8967	0.9004	0.9042	0.9080	0.9118	0.9156	0.9194
61	0.8663	0.8699	0.8735	0.8772	0.8809	0.8848	0.8886	0.8925	0.8965	0.9005	0.9045	0.9085	0.9125
62	0.8569	0.8606	0.8643	0.8681	0.8720	0.8760	0.8801	0.8841	0.8883	0.8925	0.8967	0.9009	0.9051
63	0.8470	0.8508	0.8546	0.8586	0.8627	0.8668	0.8710	0.8753	0.8796	0.8840	0.8884	0.8928	0.8973
64	0.8366	0.8405	0.8445	0.8486	0.8528	0.8571	0.8614	0.8659	0.8704	0.8750	0.8796	0.8842	0.8889
65	0.8258	0.8298	0.8339	0.8381	0.8425	0.8469	0.8514	0.8560	0.8607	0.8655	0.8703	0.8752	0.8801
66	0.8145	0.8186	0.8229	0.8272	0.8317	0.8362	0.8409	0.8457	0.8506	0.8555	0.8605	0.8656	0.8708
67	0.8029	0.8071	0.8114	0.8159	0.8205	0.8252	0.8300	0.8349	0.8400	0.8451	0.8503	0.8556	0.8610
68	0.7908	0.7951	0.7996	0.8041	0.8088	0.8137	0.8186	0.8237	0.8289	0.8342	0.8396	0.8451	0.8507
69	0.7783	0.7827	0.7872	0.7919	0.7967	0.8016	0.8067	0.8120	0.8173	0.8228	0.8284	0.8341	0.8399
70	0.7652	0.7696	0.7742	0.7790	0.7839	0.7890	0.7942	0.7996	0.8051	0.8107	0.8165	0.8224	0.8284
71	0.7515	0.7560	0.7607	0.7656	0.7706	0.7757	0.7811	0.7866	0.7922	0.7980	0.8040	0.8100	0.8162
72	0.7372	0.7418	0.7466	0.7515	0.7566	0.7619	0.7673	0.7729	0.7787	0.7846	0.7907	0.7970	0.8034
73	0.7224	0.7270	0.7318	0.7368	0.7420	0.7474	0.7529	0.7586	0.7645	0.7706	0.7769	0.7833	0.7898
74	0.7071	0.7117	0.7166	0.7216	0.7269	0.7323	0.7379	0.7437	0.7497	0.7560	0.7623	0.7689	0.7756
75	0.6913	0.6959	0.7008	0.7059	0.7112	0.7167	0.7224	0.7283	0.7344	0.7407	0.7472	0.7539	0.7608
76	0.6750	0.6797	0.6847	0.6898	0.6951	0.7007	0.7064	0.7124	0.7186	0.7250	0.7316	0.7384	0.7455
77	0.6584	0.6632	0.6681	0.6732	0.6786	0.6842	0.6900	0.6960	0.7023	0.7087	0.7155	0.7224	0.7295
78	0.6416	0.6463	0.6512	0.6564	0.6618	0.6674	0.6732	0.6793	0.6856	0.6921	0.6989	0.7059	0.7132
79	0.6243	0.6290	0.6340	0.6391	0.6445	0.6501	0.6560	0.6621	0.6684	0.6750	0.6819	0.6889	0.6963
80	0.6067	0.6114	0.6163	0.6215	0.6269	0.6325	0.6383	0.6444	0.6508	0.6574	0.6643	0.6715	0.6789

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	61	62	63	64	65	66	67	68	69	70	71	72	73
55	0.9499	0.9526	0.9552	0.9578	0.9603	0.9627	0.9650	0.9673	0.9695	0.9716	0.9736	0.9755	0.9774
56	0.9453	0.9482	0.9510	0.9538	0.9565	0.9591	0.9616	0.9641	0.9665	0.9687	0.9710	0.9731	0.9751
57	0.9404	0.9435	0.9465	0.9495	0.9524	0.9552	0.9579	0.9606	0.9632	0.9656	0.9680	0.9703	0.9725
58	0.9351	0.9384	0.9416	0.9448	0.9479	0.9510	0.9539	0.9568	0.9595	0.9622	0.9648	0.9673	0.9697
59	0.9293	0.9329	0.9363	0.9397	0.9431	0.9463	0.9495	0.9526	0.9556	0.9585	0.9613	0.9641	0.9667
60	0.9232	0.9269	0.9306	0.9342	0.9378	0.9413	0.9447	0.9481	0.9513	0.9545	0.9575	0.9605	0.9633
61	0.9165	0.9205	0.9244	0.9283	0.9321	0.9359	0.9395	0.9431	0.9466	0.9500	0.9533	0.9565	0.9596
62	0.9094	0.9136	0.9178	0.9219	0.9260	0.9300	0.9339	0.9378	0.9415	0.9452	0.9487	0.9522	0.9556
63	0.9017	0.9062	0.9106	0.9150	0.9194	0.9237	0.9278	0.9320	0.9360	0.9399	0.9438	0.9475	0.9511
64	0.8936	0.8983	0.9030	0.9077	0.9123	0.9168	0.9213	0.9257	0.9300	0.9343	0.9384	0.9424	0.9463
65	0.8850	0.8900	0.8949	0.8998	0.9047	0.9096	0.9143	0.9190	0.9236	0.9281	0.9326	0.9369	0.9411
66	0.8759	0.8811	0.8863	0.8915	0.8967	0.9018	0.9069	0.9119	0.9168	0.9216	0.9264	0.9310	0.9355
67	0.8664	0.8718	0.8773	0.8828	0.8882	0.8936	0.8990	0.9043	0.9095	0.9146	0.9197	0.9247	0.9296
68	0.8564	0.8621	0.8678	0.8735	0.8792	0.8849	0.8906	0.8962	0.9017	0.9072	0.9126	0.9180	0.9232
69	0.8458	0.8517	0.8577	0.8637	0.8697	0.8757	0.8816	0.8875	0.8934	0.8992	0.9050	0.9107	0.9162
70	0.8345	0.8407	0.8469	0.8532	0.8595	0.8658	0.8720	0.8782	0.8844	0.8906	0.8967	0.9028	0.9087
71	0.8225	0.8290	0.8354	0.8420	0.8485	0.8551	0.8617	0.8682	0.8748	0.8813	0.8878	0.8942	0.9005
72	0.8099	0.8165	0.8233	0.8301	0.8369	0.8438	0.8506	0.8575	0.8644	0.8713	0.8781	0.8849	0.8916
73	0.7966	0.8034	0.8104	0.8174	0.8245	0.8317	0.8388	0.8460	0.8532	0.8605	0.8677	0.8749	0.8820
74	0.7826	0.7896	0.7968	0.8041	0.8114	0.8189	0.8263	0.8338	0.8414	0.8489	0.8565	0.8641	0.8716
75	0.7679	0.7752	0.7825	0.7900	0.7977	0.8054	0.8131	0.8209	0.8288	0.8367	0.8447	0.8526	0.8606
76	0.7527	0.7601	0.7677	0.7754	0.7832	0.7912	0.7992	0.8073	0.8155	0.8237	0.8321	0.8404	0.8488
77	0.7369	0.7445	0.7522	0.7601	0.7682	0.7764	0.7847	0.7930	0.8015	0.8101	0.8188	0.8275	0.8362
78	0.7207	0.7284	0.7363	0.7444	0.7527	0.7611	0.7696	0.7782	0.7870	0.7959	0.8049	0.8139	0.8231
79	0.7039	0.7117	0.7198	0.7280	0.7364	0.7450	0.7538	0.7626	0.7717	0.7809	0.7902	0.7996	0.8091
80	0.6866	0.6945	0.7027	0.7110	0.7196	0.7284	0.7373	0.7464	0.7557	0.7651	0.7748	0.7845	0.7944

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	74	75	76	77	78	79	80	81	82	83	84	85	86
55	0.9792	0.9808	0.9824	0.9839	0.9853	0.9866	0.9878	0.9889	0.9900	0.9910	0.9919	0.9927	0.9935
56	0.9770	0.9789	0.9806	0.9822	0.9837	0.9852	0.9865	0.9878	0.9889	0.9900	0.9910	0.9919	0.9928
57	0.9747	0.9767	0.9785	0.9803	0.9820	0.9836	0.9851	0.9864	0.9877	0.9889	0.9900	0.9910	0.9920
58	0.9720	0.9742	0.9763	0.9783	0.9801	0.9818	0.9835	0.9850	0.9864	0.9877	0.9889	0.9900	0.9911
59	0.9692	0.9716	0.9738	0.9760	0.9780	0.9799	0.9817	0.9834	0.9849	0.9863	0.9877	0.9889	0.9901
60	0.9660	0.9686	0.9711	0.9735	0.9757	0.9778	0.9797	0.9815	0.9833	0.9848	0.9863	0.9877	0.9890
61	0.9626	0.9654	0.9681	0.9707	0.9731	0.9754	0.9775	0.9795	0.9814	0.9832	0.9848	0.9863	0.9877
62	0.9588	0.9619	0.9648	0.9676	0.9702	0.9727	0.9751	0.9773	0.9794	0.9813	0.9831	0.9848	0.9863
63	0.9546	0.9580	0.9612	0.9642	0.9671	0.9698	0.9724	0.9748	0.9771	0.9792	0.9812	0.9831	0.9848
64	0.9501	0.9537	0.9572	0.9605	0.9637	0.9667	0.9695	0.9721	0.9746	0.9770	0.9791	0.9812	0.9831
65	0.9452	0.9491	0.9529	0.9565	0.9599	0.9632	0.9663	0.9692	0.9719	0.9745	0.9769	0.9791	0.9812
66	0.9399	0.9442	0.9483	0.9522	0.9559	0.9594	0.9628	0.9660	0.9689	0.9717	0.9744	0.9768	0.9791
67	0.9343	0.9389	0.9433	0.9475	0.9515	0.9554	0.9590	0.9625	0.9657	0.9688	0.9717	0.9744	0.9769
68	0.9282	0.9332	0.9379	0.9425	0.9468	0.9510	0.9550	0.9587	0.9623	0.9656	0.9688	0.9717	0.9745
69	0.9217	0.9270	0.9321	0.9370	0.9417	0.9462	0.9505	0.9546	0.9585	0.9621	0.9655	0.9688	0.9718
70	0.9145	0.9202	0.9257	0.9310	0.9360	0.9409	0.9456	0.9500	0.9542	0.9582	0.9620	0.9655	0.9688
71	0.9067	0.9128	0.9187	0.9243	0.9298	0.9351	0.9401	0.9450	0.9495	0.9539	0.9580	0.9618	0.9655
72	0.8982	0.9047	0.9110	0.9171	0.9230	0.9287	0.9341	0.9394	0.9443	0.9490	0.9535	0.9578	0.9618
73	0.8890	0.8959	0.9026	0.9092	0.9155	0.9216	0.9275	0.9332	0.9386	0.9437	0.9486	0.9532	0.9576
74	0.8791	0.8864	0.8936	0.9006	0.9074	0.9139	0.9203	0.9264	0.9322	0.9378	0.9431	0.9482	0.9529
75	0.8684	0.8762	0.8838	0.8913	0.8985	0.9056	0.9124	0.9190	0.9253	0.9313	0.9371	0.9426	0.9478
76	0.8571	0.8653	0.8733	0.8813	0.8890	0.8965	0.9039	0.9109	0.9177	0.9242	0.9305	0.9365	0.9422
77	0.8450	0.8536	0.8622	0.8706	0.8788	0.8868	0.8946	0.9022	0.9095	0.9165	0.9233	0.9298	0.9360
78	0.8322	0.8413	0.8503	0.8592	0.8679	0.8764	0.8848	0.8929	0.9007	0.9082	0.9155	0.9225	0.9292
79	0.8187	0.8282	0.8376	0.8470	0.8562	0.8652	0.8741	0.8827	0.8911	0.8992	0.9070	0.9146	0.9219
80	0.8044	0.8143	0.8242	0.8340	0.8437	0.8533	0.8627	0.8718	0.8808	0.8894	0.8978	0.9059	0.9138

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	87	88	89	90	91	92	93	94	95	96	97	98	99
55	0.9942	0.9948	0.9954	0.9960	0.9965	0.9969	0.9973	0.9977	0.9980	0.9983	0.9985	0.9987	0.9989
56	0.9936	0.9943	0.9949	0.9955	0.9961	0.9966	0.9970	0.9974	0.9978	0.9981	0.9984	0.9986	0.9988
57	0.9928	0.9936	0.9944	0.9950	0.9956	0.9962	0.9967	0.9971	0.9975	0.9979	0.9982	0.9984	0.9987
58	0.9920	0.9929	0.9937	0.9945	0.9951	0.9957	0.9963	0.9968	0.9972	0.9976	0.9980	0.9983	0.9985
59	0.9912	0.9921	0.9930	0.9938	0.9946	0.9953	0.9959	0.9964	0.9969	0.9973	0.9977	0.9981	0.9984
60	0.9902	0.9912	0.9922	0.9931	0.9940	0.9947	0.9954	0.9960	0.9965	0.9970	0.9975	0.9978	0.9982
61	0.9890	0.9902	0.9913	0.9924	0.9933	0.9941	0.9949	0.9955	0.9961	0.9967	0.9972	0.9976	0.9980
62	0.9878	0.9891	0.9903	0.9915	0.9925	0.9934	0.9942	0.9950	0.9957	0.9963	0.9968	0.9973	0.9977
63	0.9864	0.9879	0.9892	0.9905	0.9916	0.9926	0.9936	0.9944	0.9952	0.9958	0.9964	0.9970	0.9974
64	0.9849	0.9865	0.9880	0.9894	0.9906	0.9918	0.9928	0.9937	0.9946	0.9953	0.9960	0.9966	0.9971
65	0.9832	0.9850	0.9866	0.9881	0.9895	0.9908	0.9919	0.9930	0.9939	0.9948	0.9955	0.9962	0.9968
66	0.9813	0.9833	0.9851	0.9868	0.9883	0.9897	0.9910	0.9922	0.9932	0.9941	0.9950	0.9957	0.9964
67	0.9793	0.9815	0.9835	0.9853	0.9870	0.9886	0.9900	0.9913	0.9924	0.9935	0.9944	0.9952	0.9960
68	0.9771	0.9795	0.9817	0.9838	0.9856	0.9873	0.9889	0.9903	0.9916	0.9927	0.9938	0.9947	0.9955
69	0.9747	0.9773	0.9797	0.9820	0.9841	0.9860	0.9877	0.9893	0.9907	0.9919	0.9931	0.9941	0.9950
70	0.9720	0.9749	0.9776	0.9800	0.9823	0.9844	0.9863	0.9881	0.9896	0.9910	0.9923	0.9934	0.9944
71	0.9689	0.9721	0.9751	0.9778	0.9804	0.9827	0.9848	0.9867	0.9884	0.9900	0.9914	0.9927	0.9938
72	0.9655	0.9690	0.9723	0.9753	0.9781	0.9807	0.9830	0.9852	0.9871	0.9888	0.9904	0.9918	0.9931
73	0.9617	0.9656	0.9692	0.9725	0.9756	0.9784	0.9810	0.9834	0.9855	0.9875	0.9892	0.9908	0.9922
74	0.9575	0.9617	0.9657	0.9694	0.9728	0.9759	0.9788	0.9814	0.9838	0.9860	0.9879	0.9897	0.9912
75	0.9527	0.9574	0.9618	0.9658	0.9696	0.9731	0.9763	0.9792	0.9818	0.9843	0.9864	0.9884	0.9901
76	0.9476	0.9526	0.9574	0.9619	0.9661	0.9699	0.9734	0.9767	0.9796	0.9823	0.9848	0.9869	0.9889
77	0.9418	0.9474	0.9527	0.9576	0.9622	0.9664	0.9703	0.9739	0.9772	0.9802	0.9829	0.9853	0.9875
78	0.9356	0.9417	0.9474	0.9528	0.9579	0.9625	0.9668	0.9708	0.9745	0.9778	0.9808	0.9835	0.9860
79	0.9288	0.9354	0.9417	0.9476	0.9531	0.9582	0.9630	0.9674	0.9714	0.9751	0.9784	0.9815	0.9842
80	0.9213	0.9285	0.9353	0.9417	0.9478	0.9534	0.9586	0.9635	0.9680	0.9721	0.9758	0.9792	0.9822

Exhibit 10.1A

FIRST AMENDMENT

To The

RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES OF

KEWAUNEE SCIENTIFIC CORPORATION

( As Amended and Restated Effective as of May 1, 2007 )

THIS AMENDMENT , made and executed by Kewaunee Scientific Corporation (the “Company”):

W I T N E S S E T H

WHEREAS , the Company maintains the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation (the “Plan”), which was most recently amended and restated in its entirety by an instrument effective as of May 1, 2007; and

WHEREAS , pursuant to Section 12.2 of the Plan, the Company reserved the right to amend the Plan, from time to time, in its discretion as long as such amendment does not cause assets of the Trust Fund to be diverted or used for purposes other than the exclusive benefit of participants, to favor highly compensated employees or to amend the Plan in a manner which would reduce accrued benefits in violation of Section 411(d)(6) of the Code; and

WHEREAS , in accordance with Section 12.2 of the Plan, the Board of Directors of the Company has found desirable to it change the definition of the term “Section 415 Compensation” in order to satisfy the requirements of Section 415 of the Internal Revenue Code, but to continue otherwise to operate the Plan according to its terms and to maintain the Plan in accordance with all applicable laws.

NOW THEREFORE , pursuant to the authority reserved to the Company under Section 12.2 of the Plan, the Plan be and hereby is amended as set forth below effective as of May 1, 2008.

Section 6.5(vi) shall be added to the Plan to read as follows:

(vi)

The term “Section 415 Compensation” means wages within the meaning of Section 3401(a) of the Code for the purpose of income tax withholding at the source but determined without regard to any rule that limits the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401(a)(2) of the Code), including any such amounts paid by the later of two and one-half months after severance from employment or the end of the limitation year that includes the date of severance from employment if, absent a severance from employment, such payments would have been made to the Participant while the Participant continued in employment with the Employer and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses or other similar compensation. Section 415 Compensation shall include amounts that otherwise would be included therein but for an election under Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b) of the Code.

IN WITNESS WHEREOF , this First Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation is hereby properly executed on the day of , 2009.


KEWAUNEE SCIENTIFIC CORPORATION

By:
		Senior Vice President, Finance On behalf of the Board of Directors

Exhibit 10.2

EXECUTION COPY

RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES OF

KEWAUNEE SCIENTIFIC CORPORATION

(As Amended and Restated Effective as of May 1, 2007)

RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES OF

KEWAUNEE SCIENTIFIC CORPORATION

(As Amended and Restated Effective as of May 1, 2007)

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”) subsequently restated 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; and

IN WITNESS WHEREOF , the Company has caused these presents to be signed on its behalf by its officers duly authorized, this day of , 2007.


KEWAUNEE SCIENTIFIC CORPORATION

By:
		The Senior Vice President of Finance for the Board of Directors

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, 2007.

Dated this of , 2007.


KEWAUNEE SCIENTIFIC CORPORATION

By:
		The Senior Vice President of Finance for the Board of Directors (Seal)

RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES

KEWAUNEE SCIENTIFIC CORPORATION

TABLE OF CONTENTS


		Page
ARTICLE I INTRODUCTION		1
1.1	History of the Plan	1
1.2	Plan Objectives	1

ARTICLE IA SPECIAL PROVISION AND PLAN FREEZE		2

ARTICLE II DEFINITIONS		3
2.1	Accrued Benefit	3
2.2	Actuarial (or Actuarially) Equivalent	3
2.3	Anniversary Date	3
2.4	Beneficiary	3
2.5	Benefit Commencement Date	3
2.6	Board	3
2.7	Break in Service	3
2.8	Childbirth Leave Hours	4
2.9	Code	4
2.10	Committee	4
2.11	Company	4
2.12	Date of Distribution	4
2.13	Distribution Calendar Year	5
2.14	Effective Date	5
2.15	Employee	5
2.16	Employer	6
2.17	Entry Date	6
2.18	ERISA	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	Qualified Domestic Relations Order	10


2.31	Related Company	11
2.32	Retirement	11
2.33	Retroactive Annuity Starting Date	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 AND VESTING		14
3.1	Eligibility to Participate	14
3.2	Duration of Participation	14
3.3	Participation upon Re-Employment	14

ARTICLE IV FACTORS USED IN DETERMINING PLAN BENEFITS		16
4.1	Credited Service	16
4.2	Vesting Service	17
4.3	Vesting Date	17
4.4	Break in Service	17
4.5	Transfers	17

ARTICLE V REQUIREMENTS FOR PENSIONS		18
5.1	Normal Retirement	18
5.2	Early Retirement	18
5.3	Deferred Vested Pension	18
5.4	Deferred Vested Pension in Top-Heavy Years	18
5.5	Vesting Following Plan Amendment	18
5.6	Freeze of Accrued Benefits	19

ARTICLE VI AMOUNT OF PENSIONS		20
6.1	Benefits Generally	20
6.2	Normal Retirement	20
6.3	Early Retirement Pension	21
6.4	Deferred Vested Pension	21
6.5	Maximum Pensions	21
6.6	Additional Restrictions	28
6.7	Conditions Affecting Pensions	29
6.8	Minimum Benefits in Top-Heavy Years	29
6.9	Payment of Incorrect Pension Amount	30

ARTICLE VII FORM AND PAYMENT OF PENSIONS		31
7.1	Payment of Pensions	31


7.2	Other Survivorship Benefits	32
7.3	Optional Forms of Benefits	33
7.4	Election Procedures	33
7.5	Small Pensions	35
7.6	Designation of Beneficiaries	37
7.7	Benefit Commencement Date	37
7.8	Employment after Normal Retirement Age	38
7.9	Retroactive Annuity Starting Date	39
7.10	Required Minimum Distributions	40

ARTICLE VIII APPLICATION FOR BENEFITS, CLAIMS PROCEDURE AND GENERAL PROVISIONS		44
8.1	Advance Written Applications Required	44
8.2	Information Required	44
8.3	Denial of Benefits	44
8.4	Review Procedure	44
8.5	Responsibility for Correctness of Address	45
8.6	Payments for Incompetents	45
8.7	Non-Alienation of Benefits	45

ARTICLE IX ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR		47
9.1	Appointment of Committee	47
9.2	Committee Actions	47
9.3	Resignation or Removal of Committee Member	47
9.4	Powers and Duties of Committee	48
9.5	Discharge of Fiduciary Responsibilities	49
9.6	Records Required	49
9.7	Indemnification	49
9.8	Liability of Committee	49
9.9	Plan Administrator	49

ARTICLE X CONTRIBUTIONS AND FUNDING		51
10.1	General	51
10.2	Amount of Contributions	51
10.3	Payment of Contributions	51
10.4	Time for Payment	51
10.5	Forfeitures	51
10.6	Payment of Benefits and Expenses	51
10.7	Participant Contributions	51

ARTICLE XI EMPLOYEE RIGHTS		52
11.1	Benefits of Participants and Beneficiaries	52
11.2	Protection from Reprisal	52

iii


11.3	Non-Guarantee of Employment	52
11.4	Nonforfeitability of Benefits	52
11.5	No Decrease in Benefits	52

ARTICLE XII AMENDMENT AND TERMINATION		53
12.1	Permanency	53
12.2	Amendments	53
12.3	Permanent Discontinuance of Contributions	53
12.4	Termination	54
12.5	Partial Termination	54
12.6	Liquidation of Trust Fund	54
12.7	Allocation Procedures	55
12.8	Distribution Procedures	57
12.9	Residual Amounts	57
12.10	Merger, Consolidation or Transfer of Assets or Liabilities	57
12.11	Freeze of Plan	57

ARTICLE XIII NO REVERSION TO EMPLOYER		58
13.1	Trust Fund Recovery	58

ARTICLE XIV MULTIPLE EMPLOYERS		59

ARTICLE XV MISCELLANEOUS		60
15.1	Limitation of Liability	60
15.2	Reference to Other Documents	60
15.3	Governing Law	60
15.4	Severability	60
15.5	Litigation	60
15.6	Conformance with Code and ERISA	60
15.7	Adequacy of Evidence	61
15.8	Waiver of Notice	61
15.9	Successors	61
15.10	Validity of Actions	61

RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES

KEWAUNEE SCIENTIFIC CORPORATION

(As Amended and Restated Effective as of May 1, 2007)

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 subsequently amended and, effective as of May 1, 2001, amended and restated in its entirety to incorporate certain desired design changes and changes to the applicable provisions of the Internal Revenue Code or 1986, as amended (the “Code”) and the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan was subsequently amended and, effective as of May 1, 2007, is herby amended and restated in its entirety to incorporate the applicable changes reflected in the 2006 Cumulative List of Changes in Plan Qualification, as set forth in Internal Revenue Service Notice 2007-3, which specifically lists changes to the Code and ERISA made by the Economic Growth and Tax Relief Reconciliation Act of 2001 (with technical changes made by the Job Creation and Worker Assistance Act of 2002), the Pension Funding Equity Act of 2004, the American Jobs Creation Act of 2004, the Gulf Opportunity Zone Act of 2005, and certain changes under the Pension Protection Act of 2006.

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).

ARTICLE IA

SPECIAL PROVISION AND PLAN FREEZE

Effective as of April 30, 2005, the Plan is frozen. The existence of the Plan and Trust subsequent to April 30, 2005 will be solely for the purpose of continuing to hold and invest the assets of the Plan until such amounts are distributed to Participants and Beneficiaries pursuant to the terms and conditions of the Plan. Effective as of April 30, 2005, all benefits accrued to date pursuant to Articles V and VI of the Plan shall be frozen and each Participant’s Accrued Benefit shall become 100% vested. No Employees or other persons shall become Participants in the Plan on or after April 30, 2005. This Article IA shall apply as of April 30, 2005. To the extent of any conflict with existing provisions of the Plan, this Article IA shall supersede such provisions.

ARTICLE II

DEFINITIONS

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.

2.6 Board . The Board of Directors of the Company.

2.7 Break in Service .

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 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 shall not also be considered a Childbirth Leave Hour.

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 Date of Distribution . The date the Participant’s benefit under Section 7.9 of the Plan commences based upon the Participant’s (with his spouse’s consent, if applicable) election of a Retroactive Annuity Starting Date.

2.13 Distribution Calendar Year . A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date (within the meaning of Section 7.7(c)). For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Section 7.7(c).

2.14 Effective Date . The Effective Date of the provisions of this amendment and restatement of the Plan is May 1, 2007, except as otherwise expressly set forth herein.

2.15 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 “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 Company pursuant to an agreement between the Employer, the Company or such Related Company and any third person (the “Leasing Organization”), unless:

2.16 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.

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

2.18 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.

2.19 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, as adjusted pursuant to Section 414(q)(1) of the Code for the preceding Plan Year, disregarding whether the Employee was a member for such preceding Plan Year of the highest-paid group described in paragraph (b).

In determining whether an Employee is a Highly Compensated Employee for the Plan Year beginning May 1, 1997, the rules stated above are treated as having been in effect for the Plan Year beginning in 1996.

(b) For any Plan Year, the highest-paid group described in this paragraph (b) shall consist of the group consisting of the top 20% 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 age 21, and Employees covered by a collective bargaining agreement if such Employees constitute 90% or more of the total number of Employees.

(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 procedures, or other guidance issued thereunder and may elect to utilize the simplified method described in Revenue Procedure 93-42 as modified by Revenue Procedure 95-34 (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:

(i)

(ii)

Each hour (up to a maximum of 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)(ii), 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.

(iii)

(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 Regulations Section 2530.200b-2(b) and (c), which is incorporated herein by this reference.

2.21 Key Employee .

(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 5% of the stock of an Employer or Related Employer; or

(iii)

owns more than 1% 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).

(i)

(ii)

owns at least ¹ / 2 % 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 Section 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 5% 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 1% 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).

(c) 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 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. For Plan Years beginning after December 31, 2001, the Key Employee Test Period includes the period of five Plan Years ending with the last day of the Plan Year for which such determination is being made in the case of a distribution made for a reason other than severance from employment, death or disability.

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.

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 65 ^th 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 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 Qualified Domestic Relations Order .

2.31 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 6.5 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.

2.32 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).

2.33 Retroactive Annuity Starting Date . A benefit commencement date (which constitutes the annuity starting date within the meaning of Section 417(f) of the Code) affirmatively elected by a Participant that occurs on or before the date on which the Plan provides the written explanation of the Qualified Joint and Survivor Pension to the Participant pursuant to Sections 7.4, in accordance with Section 417(a)(3) of the Code.

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

2.35 Top-Heavy Year .

(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 during the Plan Year containing the Top-Heavy Determination Date or any of the four preceding Plan Years, 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 60% of the present value of the cumulative benefits accrued by all Participants under the Plan and all such other plans.

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 60% of the present value of the cumulative benefits accrued by all Participants under all such plans.

(e) For purposes of this Section, 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.

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 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 1,000 Hours of Service with the Employer, the Company or any Related Company. The initial 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 1,000 Hours of Service with the Employer, the Company or any Related Company during the initial 12-month computation period, the second 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 12-month computation periods shall also be based on the Plan Year. As of and after April 30, 2005, no Employee or Participant shall earn additional Years of Service under the Plan notwithstanding their continued employment with the Employer.

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.

(i)

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

(ii)

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.

(d) Anything contained herein to the contrary notwithstanding, effective as of April 30, 2005, no Employee or any other person shall become a Participant in the Plan.

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 .

ARTICLE IV

FACTORS USED IN DETERMINING PLAN BENEFITS

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

(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. Notwithstanding the foregoing, as of and after April 30, 2005, no Participant shall earn additional Years of Credited Service under the Plan notwithstanding their continued employment with the Employer.

ARTICLE V

REQUIREMENTS FOR PENSIONS

5.2 Early Retirement . A Participant shall be eligible for an Early Retirement Pension if his employment is terminated on or after his 55 ^th birthday and after he has completed at least five 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.

(c) Anything contained herein to the contrary notwithstanding, effective as of April 30, 2005, the vested percentage of each Participant’s Accrued Benefit on April 30, 2005 shall be 100%.

ARTICLE VI

AMOUNT OF PENSIONS

6.2 Normal Retirement .

(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 Participants retiring on or after May 1, 2003, a Participant’s total number of Years of Credited Service earned beginning on or 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.

(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.

(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.

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.

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 . The following provisions shall apply effective May 1, 2008, except as otherwise provided in this Section 6.5. The application of the provisions of this Section shall not cause the Maximum Permissible Benefit for any Participant to be less than his accrued benefit under all defined benefit plans of the Employer or a predecessor employer as of the end of the last limitation year beginning before May 1, 2008 under the provisions of such plans that were both adopted and in effect before April 5, 2007.

(i) The Annual Benefit payable to a Participant at any time shall not exceed the Maximum Permissible Benefit. If the benefit that a Participant otherwise would accrued in a limitation year would result in an Annual Benefit in excess of the Maximum Permissible Benefit, the benefit shall be limited (or the rate of accrual decrease) to a benefit that does not exceed the Maximum Permissible Benefit.

(ii) If a Participant is, or ever has been, a participant in another qualified defined benefit plan (without regard to whether such plan has been terminated) maintained by the Employer or a predecessor employer, the sum of the Participant’s Annual Benefits from all such plans may not exceed the Maximum Permissible Benefit. If a Participant’s employer-provided benefits under all such defined benefit plans (determined as of the same age) would exceed the Maximum Permissible Benefit, such aggregate benefits shall be reduced to the extent necessary so as not to exceed the Maximum Permissible Benefit. Such reduction shall be effectuated by prorating the benefit under each such plan according to the ratio that such benefit under each such plan bears to the aggregate benefit under all such plans.

(iii) For purposes of this Section 6.5:

(i)

(A)

(I)

(II)

(B)

(I)

(II)

(ii)

(iii)

For purposes of this Section, the term “Employer” means the Employer and any Related Employer.

(iv)

(v)

The term “Maximum Permissible Benefit” means the smaller of the Defined Benefit Dollar Limitation and the Defined Benefit Compensation Limitation, both adjusted if required, as provided below.

(A)

(B)

the Benefit Commencement Date is before age 62, the Defined Benefit Dollar Limitation shall be adjusted under subparagraph (I), as modified by subparagraph (III). If the annuity starting date is after age 65, the Defined Benefit Dollar Limitation shall be adjusted under subparagraph (II), as modified by subparagraph (III).

(I)

Adjustment of Defined Benefit Dollar Limitation for benefit commencement before age 62.

( i )

( ii )

If the Benefit Commencement Date for a Participant’s benefit occurs in a limitation year beginning on or after July 1, 2007 and, the Defined Benefit Dollar Limitation for the Participant’s Benefit Commencement Date is the lesser of the annual amount of a benefit payable in the form of a life-only Pension beginning at the Participant’s Benefit Commencement Date that is the actuarial equivalent of the Defined Benefit Dollar Limitation (adjusted for Years of Credited Service less than ten, if required) with actuarial equivalence computed using a 5% limitation and the applicable mortality table for the annuity starting date as defined in Section 7.5(c) (and expressing the Participant’s age based on completed calendar months as of the Benefit Commencement Date, and the Defined Benefit Dollar Limitation (adjusted for Years of Credited Service less than ten, if required) multiplied by the ratio of the annual

amount of the immediately commencing life-only Pension at the Participant’s Benefit Commencement Date to the annual amount of the immediately commencing life-only Pension under the Plan at age 62, both determined without applying the limitations of this Section.

(II)

(III)

Notwithstanding the other requirements of this paragraph, no adjustment shall be made to the Defined Benefit Dollar Limitation to reflect the probability of a Participant’s death between the Benefit Commencement Date and age 62, or between age 65 and the Benefit Commencement Date, as applicable, if benefits are not forfeited upon the death of the Participant prior to the Benefit Commencement Date. To the extent benefits are forfeited upon death

before the Benefit Commencement Date, such an adjustment shall be made. For this purpose, no forfeiture shall be treated as occurring upon the Participant’s death if the Plan does not charge Participants for providing a Qualified Pre-Retirement Survivor Annuity.

(vi)

(d) Notwithstanding any provision to the contrary in this Section, the benefit otherwise accrued or payable to a Participant under the Plan shall be deemed not to exceed the Maximum Permissible Benefit if (i) the retirement benefits payable for a limitation year under any form of benefit with respect to the Participant under the Plan and all other defined benefit plans (without regard to whether a plan has been terminated) ever maintained by the Employer do not exceed $10,000 multiplied by a fraction the numerator of which is the Participant’s number of Years of Service (or part thereof but not less than one year), not to exceed ten years, and the denominator of which is ten; and (ii) the Employer (or a predecessor employer) has not at any time maintained a defined contribution plan in which the Participant participated (excluding for this purpose mandatory employee contributions under a defined benefit plan, individual medical accounts under Section 4019h) of the Code, and post-retirement medical accounts under Section 419A(d)(1) of the Code).

(e) The limitations of this Section shall be determined and applied by taking into account the rules in Treasury Regulations Section 1.415(f)-1(d), (e) and (h).

6.6 Additional Restrictions .

(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 6.6(d) below), if any, under the Plan.

(c) The limitations of Section 6.6(b) shall not apply if (i) after the payment of the benefits described in Section 6.6(d)(ii) below to such Participant, the value of the assets of the Plan equals or exceeds 110% of the value of the Plan’s current liabilities (as that term is defined in Code Section 412(1)(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 1% of the value of the Plan’s current liabilities or $5,000.

(d) For purposes of this Section,

(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 other than those who were not among the top 25 Employees when ranked on the basis of Compensation in the current or any prior Plan Year; and,

(ii)

(e) The provisions of this Section 6.6 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.

6.7 Conditions Affecting Pensions .

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 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. Notwithstanding the foregoing, minimum accruals shall not be required for any Plan Year in which the Plan does not benefit any Key Employee or former Key Employee.

ARTICLE VII

FORM AND PAYMENT OF PENSIONS

7.1 Payment of Pensions .

(i)

(ii)

(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.

(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 .

(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.

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 Deferred Vested 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)

(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.

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 and an explanation that benefits will be larger if payment is deferred. Such written explanation shall also comply with Section 417(a)(3)(A) of the Code and Treasury Regulations Section 1.417(a)-3.

described in the preceding sentence in writing, provided that payment of his benefit shall in no event begin less than seven days after such explanation is furnished. As provided in Section 7.9, a Participant (with his spouse’s consent, if applicable) may elect a Retroactive Annuity Starting Date, in which case the issuance of the written explanation described in this paragraph (b) shall be governed by Section 7.9.

(c) A Participant may elect not to 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.

7.5 Small Pensions .

(a) Notwithstanding anything herein to the contrary, if the present value of a Pension payable under the Plan is $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 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. 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)

(ii)

(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 5%.

For purposes of this paragraph, the following terms shall have the meanings indicated:

(i)

The term “Direct Rollover” means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

(ii)

(iii)

(iv)

income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities), and any other distribution that is reasonably expected to total less than $200 during a year. A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income. However, such portion may be transferred only to (A) an individual retirement account or annuity described in Section 408(a) or (b) of the Code; (B) for taxable years beginning after December 31, 2001 and before January 1, 2007, to a qualified trust that is part of a defined contribution plan that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion that is not so includible; or (C) for taxable years beginning after December 31, 2006, to a qualified trust or an annuity contract described in Section 403(b) of the Code if such trust or contract provides for separate accounting for the portion of such distribution that is includible in gross income and the portion that is not so includible.

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 60 ^th day after the close of the Plan Year in which the latest of the following events occurs:

(i)

The Participant’s 65 ^th 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 age 70 ¹ / 2 or retires, or, in the case of a Participant who is a 5% 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 .

7.9 Retroactive Annuity Starting Date . In the event a Participant affirmatively elects for their benefits to commence as of a Retroactive Annuity Starting Date, this Section 7.9 shall apply:

(a) Except as provided herein, the written explanation described in Section 7.4(b) shall be provided to the Participant within no more than 180 days (90 days for Plan Years beginning before May 1, 2007) and no fewer than 30 days prior to the Date of Distribution based upon the Participant’s election of a Retroactive Annuity Starting Date. Notwithstanding the foregoing, the Date of Distribution may occur more than 180 days (90 days for Plan Years beginning before May 1, 2007) after the date of the issuance of the written explanation as a result of administrative delay. In the event distribution of the Participant’s benefit does not occur within the applicable period following the issuance of the written explanation for reasons other than administrative delay, the Committee shall furnish the Participant with another written explanation. The Participant (with his spouse’s consent, if applicable) may, in writing, waive the requirement that benefits not be distributed fewer than 30 days after the Participant’s receipt of the written explanation, in which case benefits will not be distributed in less than seven days after the written explanation is furnished. The Participant’s election to commence benefit receipt must be made after the written explanation is provided, and on or before the date the first distribution is made.

(c) A Participant is not permitted to select a Retroactive Annuity Starting Date that precedes the date upon which the Participant could have otherwise started receiving benefits under the terms of Section 7.1 hereof. A Participant shall be deemed to have elected a Retroactive Annuity Starting Date, and receive distributions subject to this Section 7.9, even if the Participant’s benefits hereunder are adjusted in order to comply with Sections 417(e)(3) and 415 of the Code.

(e) Distributions (including interest adjustments) made hereunder as of a Retroactive Annuity Starting Date are intended to satisfy the annual benefit limitation of Section 415 of the Code in accordance with this Section 7.9(e). Distributions under this Section 7.9 shall satisfy the annual benefit limitation of Section 415 of the Code as of the Date of Distribution, for all purposes, including for purposes of determining the applicable interest rate and the applicable mortality table. In the event the Participant’s benefit would have been exempt from the present value requirements of Section 417(e)(3) of the Code if the benefit commenced on the Retroactive Annuity Starting Date, the annual benefit limitation of Section 415 of the Code shall not be applied as of the Date of Distribution, if such date is 12 months or less from the Retroactive Annuity Staring Date. Instead, the annual benefit limitation of Section 415 of the Code shall be applied as of the Retroactive Annuity Starting Date.

(g) The purpose of this Section 7.9 is to conform the requirements governing Retroactive Annuity Starting Dates as set forth in Treasury Regulations Section 1.417(e)-1, as now in effect or as hereunder amended. To the extent this Section 7.9 is inconsistent with said regulations, Treasury Regulations Section 1.417(e)-1 shall govern and control.

(i)

If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 ¹ / 2 , if later.

(ii)

(iii)

If there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(iv)

If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this paragraph (a), other than subparagraph (a)(i), will apply as if the surviving spouse were the Participant.

(i)

The annuity distributions will be paid in periodic payments made at intervals not longer than one year.

(ii)

The distribution period will be over a life (or lives) or over a period certain not longer than the period described in paragraphs (d), (e), (f), (g), (h) and (i) hereof.

(iii)

Once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted.

(iv)

Payments will either be nonincreasing or increase only as follows:

(A)

By an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics;

(B)

(C)

To pay increased benefits that result from a Plan amendment.

(f) This paragraph (f) shall govern the requirements for annuity distributions that commence during the Participant’s lifetime.

(i)

(ii)

Unless the Participant’s spouse is the sole designated beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant’s lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Treasury Regulations Section 1.401(a)(9)-9 for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in Treasury Regulations Section l.401(a)(9)-9 plus the excess of 70 over the age of the Participant as of the Participant’s birthday in the year that contains the annuity starting date. If the Participant’s spouse is the Participant’s sole designated beneficiary and the form of distribution is a period certain and not life annuity, the period certain may not exceed the longer of the Participant’s applicable distribution period, as determined under this paragraph (f)(ii), or the joint life and last

survivor expectancy of the Participant and the Participant’s spouse as determined under the Joint and Last Survivor Table set forth in a Treasury Regulations Section 1.401(a)(9)-9, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the calendar year that contains the annuity starting date.

(g) If the Participant dies before the date distribution of his or her interest begins and there is a designated beneficiary, the Participant’s entire interest will be distributed, beginning no later than the time described in paragraphs (a)(i) or (a)(ii) over the life of the designated beneficiary or over a period certain not exceeding:

(i)

(ii)

ARTICLE VIII

APPLICATION FOR BENEFITS, CLAIMS PROCEDURE

AND GENERAL PROVISIONS

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 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 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.

8.7 Non-Alienation of Benefits .

(a) Except with respect to Federal income taxes, effective January 1, 1998, certain judgments or settlements in accordance with Section 401(a)(13)(C) of the Code, 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.

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 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 18-month period shall be applied prospectively only.

ARTICLE IX

ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR

9.1 Appointment of Committee .

9.3 Resignation or Removal of Committee Member .

(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

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:

(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.

9.9 Plan Administrator .

ARTICLE X

CONTRIBUTIONS AND FUNDING

10.1 General .

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

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.

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

ARTICLE XI

EMPLOYEE RIGHTS

ARTICLE XII

AMENDMENT AND TERMINATION

12.2 Amendments .

(b) No amendment to this Plan shall:

(i)

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;

(ii)

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; provided, that a Participant’s Accrued Benefit, early retirement benefit, retirement-type subsidy or optional form of benefit may be reduced to the extent permitted under Section 412(c)(8) of the Code (for Plan Years beginning before January 1, 2008) or Section 412(d)(2) of the Code (for Plan Years beginning after December 31, 2007), or to the extent permitted under Treasury Regulations Sections 1.411(d)-3 and 1.411(d)-4;

(iii)

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

(iv)

Affect the rights, responsibilities or duties of the Trustee without first obtaining the Trustee’s written consent thereto.

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.

(a)

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

(i)

(ii)

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-year period ending on such date) under which the Pension would be the least.

(iii)

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

(b)

Second :

(i)

(ii)

(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:

(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.

(i)

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-year period ending on the date of Plan termination.

(ii)

(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.

(i)

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

(ii)

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

(iii)

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.

(iv)

Fourth , to provide benefits for all other Participants.

12.8 Distribution Procedures .

12.11 Freeze of Plan . Effective as of and after April 30, 2005, the Plan is frozen. Each Participant’s Accrued Benefit and participation herein shall be frozen as of said date.

ARTICLE XIII

NO REVERSION TO EMPLOYER

13.1 Trust Fund Recovery .

ARTICLE XIV

MULTIPLE EMPLOYERS

ARTICLE XV

MISCELLANEOUS

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.

RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES

KEWAUNEE SCIENTIFIC CORPORATION

EXHIBIT A

This Exhibit A, attached to and made a part of the Plan, provides the actuarial equivalence factors under the plan, based on the UP 1984 mortality table with 7% interest, as follows:

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	35	36	37	38	39	40	41	42	43	44	45	46	47
55	0.7888	0.7920	0.7954	0.7988	0.8024	0.8062	0.8100	0.8140	0.8181	0.8223	0.8266	0.8311	0.8356
56	0.7764	0.7796	0.7830	0.7865	0.7902	0.7940	0.7979	0.8020	0.8062	0.8105	0.8149	0.8195	0.8242
57	0.7635	0.7668	0.7702	0.7738	0.7775	0.7813	0.7853	0.7894	0.7937	0.7981	0.8027	0.8074	0.8122
58	0.7502	0.7535	0.7569	0.7605	0.7643	0.7682	0.7722	0.7764	0.7808	0.7853	0.7899	0.7947	0.7996
59	0.7364	0.7397	0.7432	0.7468	0.7506	0.7546	0.7587	0.7629	0.7673	0.7719	0.7767	0.7815	0.7866
60	0.7222	0.7256	0.7291	0.7327	0.7365	0.7405	0.7446	0.7489	0.7534	0.7581	0.7629	0.7678	0.7729
61	0.7076	0.7110	0.7145	0.7181	0.7220	0.7260	0.7301	0.7345	0.7390	0.7437	0.7486	0.7536	0.7588
62	0.6927	0.6960	0.6995	0.7032	0.7070	0.7110	0.7152	0.7196	0.7241	0.7289	0.7338	0.7389	0.7442
63	0.6774	0.6807	0.6842	0.6878	0.6917	0.6957	0.6999	0.7043	0.7088	0.7136	0.7186	0.7237	0.7291
64	0.6618	0.6651	0.6685	0.6722	0.6760	0.6800	0.6842	0.6886	0.6932	0.6980	0.7030	0.7082	0.7135
65	0.6459	0.6492	0.6526	0.6563	0.6601	0.6641	0.6683	0.6726	0.6772	0.6820	0.6870	0.6922	0.6976
66	0.6299	0.6331	0.6365	0.6401	0.6439	0.6479	0.6521	0.6564	0.6610	0.6658	0.6708	0.6760	0.6815
67	0.6137	0.6169	0.6203	0.6239	0.6276	0.6316	0.6357	0.6401	0.6446	0.6494	0.6544	0.6596	0.6650
68	0.5974	0.6006	0.6039	0.6075	0.6112	0.6151	0.6192	0.6235	0.6280	0.6328	0.6378	0.6430	0.6484
69	0.5809	0.5840	0.5873	0.5908	0.5945	0.5984	0.6024	0.6067	0.6112	0.6159	0.6208	0.6260	0.6314
70	0.5642	0.5672	0.5705	0.5739	0.5775	0.5813	0.5853	0.5896	0.5940	0.5987	0.6036	0.6087	0.6141
71	0.5471	0.5502	0.5533	0.5567	0.5603	0.5640	0.5680	0.5721	0.5765	0.5811	0.5860	0.5910	0.5964
72	0.5299	0.5329	0.5360	0.5393	0.5428	0.5465	0.5503	0.5544	0.5587	0.5633	0.5681	0.5731	0.5783
73	0.5125	0.5154	0.5184	0.5217	0.5251	0.5287	0.5325	0.5365	0.5407	0.5452	0.5499	0.5548	0.5600
74	0.4950	0.4978	0.5008	0.5039	0.5073	0.5108	0.5145	0.5185	0.5226	0.5270	0.5316	0.5364	0.5415
75	0.4775	0.4802	0.4831	0.4862	0.4894	0.4929	0.4965	0.5004	0.5044	0.5087	0.5132	0.5179	0.5229
76	0.4600	0.4627	0.4655	0.4685	0.4716	0.4750	0.4785	0.4823	0.4862	0.4904	0.4948	0.4994	0.5043
77	0.4427	0.4452	0.4480	0.4509	0.4539	0.4572	0.4606	0.4643	0.4681	0.4722	0.4765	0.4810	0.4858
78	0.4255	0.4280	0.4307	0.4335	0.4364	0.4396	0.4429	0.4465	0.4502	0.4542	0.4583	0.4627	0.4674
79	0.4085	0.4109	0.4135	0.4162	0.4191	0.4221	0.4253	0.4288	0.4324	0.4362	0.4403	0.4445	0.4490
80	0.3916	0.3940	0.3964	0.3990	0.4018	0.4048	0.4079	0.4112	0.4147	0.4184	0.4223	0.4265	0.4309

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	48	49	50	51	52	53	54	55	56	57	58	59	60
55	0.8402	0.8449	0.8497	0.8546	0.8595	0.8645	0.8695	0.8745	0.8795	0.8846	0.8896	0.8947	0.8996
56	0.8289	0.8338	0.8388	0.8438	0.8489	0.8541	0.8593	0.8646	0.8699	0.8752	0.8805	0.8858	0.8911
57	0.8171	0.8221	0.8272	0.8325	0.8378	0.8431	0.8486	0.8541	0.8596	0.8652	0.8708	0.8764	0.8820
58	0.8047	0.8098	0.8151	0.8205	0.8260	0.8316	0.8372	0.8430	0.8488	0.8546	0.8605	0.8663	0.8722
59	0.7917	0.7970	0.8025	0.8080	0.8137	0.8195	0.8253	0.8313	0.8373	0.8434	0.8495	0.8557	0.8618
60	0.7782	0.7836	0.7892	0.7949	0.8008	0.8067	0.8128	0.8189	0.8252	0.8315	0.8379	0.8443	0.8508
61	0.7642	0.7697	0.7754	0.7812	0.7872	0.7933	0.7996	0.8059	0.8124	0.8190	0.8256	0.8323	0.8391
62	0.7496	0.7552	0.7610	0.7670	0.7731	0.7794	0.7858	0.7923	0.7990	0.8058	0.8127	0.8197	0.8267
63	0.7346	0.7403	0.7462	0.7523	0.7585	0.7649	0.7715	0.7782	0.7850	0.7920	0.7992	0.8064	0.8137
64	0.7191	0.7249	0.7309	0.7370	0.7434	0.7499	0.7566	0.7635	0.7705	0.7777	0.7850	0.7925	0.8001
65	0.7033	0.7091	0.7151	0.7214	0.7278	0.7344	0.7413	0.7483	0.7555	0.7628	0.7704	0.7780	0.7858
66	0.6871	0.6930	0.6990	0.7053	0.7119	0.7186	0.7255	0.7326	0.7400	0.7475	0.7552	0.7631	0.7711
67	0.6707	0.6766	0.6827	0.6890	0.6956	0.7024	0.7094	0.7166	0.7241	0.7318	0.7396	0.7477	0.7559
68	0.6540	0.6599	0.6661	0.6724	0.6790	0.6859	0.6930	0.7003	0.7078	0.7156	0.7236	0.7318	0.7402
69	0.6371	0.6429	0.6491	0.6555	0.6621	0.6690	0.6761	0.6834	0.6911	0.6989	0.7071	0.7154	0.7240
70	0.6197	0.6255	0.6316	0.6380	0.6446	0.6515	0.6587	0.6661	0.6738	0.6817	0.6899	0.6984	0.7071
71	0.6019	0.6077	0.6138	0.6202	0.6268	0.6336	0.6408	0.6482	0.6559	0.6639	0.6722	0.6807	0.6895
72	0.5838	0.5896	0.5956	0.6019	0.6085	0.6153	0.6225	0.6299	0.6376	0.6456	0.6539	0.6625	0.6714
73	0.5654	0.5711	0.5771	0.5833	0.5898	0.5966	0.6037	0.6111	0.6188	0.6268	0.6351	0.6437	0.6527
74	0.5469	0.5525	0.5583	0.5645	0.5709	0.5777	0.5847	0.5920	0.5997	0.6077	0.6160	0.6246	0.6335
75	0.5282	0.5337	0.5395	0.5455	0.5519	0.5585	0.5655	0.5727	0.5803	0.5882	0.5965	0.6051	0.6140
76	0.5095	0.5148	0.5205	0.5265	0.5327	0.5392	0.5461	0.5532	0.5608	0.5686	0.5768	0.5853	0.5942
77	0.4908	0.4961	0.5016	0.5074	0.5136	0.5200	0.5267	0.5337	0.5411	0.5489	0.5570	0.5654	0.5742
78	0.4723	0.4774	0.4828	0.4885	0.4945	0.5008	0.5074	0.5143	0.5216	0.5292	0.5372	0.5455	0.5542
79	0.4538	0.4588	0.4641	0.4696	0.4755	0.4816	0.4881	0.4948	0.5020	0.5094	0.5173	0.5255	0.5341
80	0.4355	0.4403	0.4454	0.4509	0.4565	0.4625	0.4688	0.4754	0.4824	0.4897	0.4974	0.5054	0.5139

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	61	62	63	64	65	66	67	68	69	70	71	72	73
55	0.9046	0.9095	0.9143	0.9190	0.9236	0.9281	0.9324	0.9367	0.9408	0.9447	0.9486	0.9523	0.9558
56	0.8964	0.9015	0.9067	0.9117	0.9166	0.9214	0.9261	0.9307	0.9351	0.9394	0.9435	0.9475	0.9514
57	0.8875	0.8930	0.8985	0.9038	0.9091	0.9143	0.9193	0.9242	0.9289	0.9336	0.9380	0.9424	0.9466
58	0.8781	0.8839	0.8897	0.8954	0.9010	0.9065	0.9119	0.9171	0.9222	0.9272	0.9321	0.9368	0.9413
59	0.8680	0.8742	0.8803	0.8863	0.8923	0.8981	0.9039	0.9095	0.9150	0.9203	0.9256	0.9306	0.9355
60	0.8573	0.8638	0.8702	0.8766	0.8829	0.8892	0.8953	0.9013	0.9071	0.9129	0.9185	0.9239	0.9292
61	0.8459	0.8527	0.8595	0.8662	0.8729	0.8795	0.8860	0.8924	0.8986	0.9048	0.9108	0.9167	0.9223
62	0.8338	0.8409	0.8480	0.8551	0.8622	0.8691	0.8760	0.8828	0.8895	0.8960	0.9025	0.9088	0.9149
63	0.8211	0.8285	0.8359	0.8434	0.8508	0.8581	0.8654	0.8726	0.8797	0.8867	0.8935	0.9003	0.9068
64	0.8077	0.8154	0.8232	0.8310	0.8387	0.8465	0.8541	0.8617	0.8692	0.8766	0.8839	0.8911	0.8981
65	0.7938	0.8018	0.8098	0.8179	0.8260	0.8341	0.8422	0.8502	0.8581	0.8659	0.8737	0.8813	0.8888
66	0.7793	0.7875	0.7959	0.8043	0.8127	0.8212	0.8296	0.8380	0.8463	0.8546	0.8628	0.8709	0.8789
67	0.7643	0.7728	0.7814	0.7901	0.7989	0.8077	0.8165	0.8252	0.8340	0.8427	0.8514	0.8600	0.8684
68	0.7488	0.7576	0.7664	0.7754	0.7845	0.7936	0.8028	0.8119	0.8210	0.8302	0.8393	0.8483	0.8573
69	0.7327	0.7417	0.7508	0.7601	0.7694	0.7789	0.7883	0.7978	0.8074	0.8169	0.8265	0.8360	0.8454
70	0.7160	0.7251	0.7345	0.7439	0.7536	0.7633	0.7731	0.7829	0.7928	0.8028	0.8128	0.8228	0.8327
71	0.6986	0.7079	0.7174	0.7271	0.7369	0.7469	0.7570	0.7672	0.7774	0.7878	0.7982	0.8086	0.8190
72	0.6805	0.6900	0.6996	0.7095	0.7195	0.7298	0.7401	0.7506	0.7612	0.7719	0.7827	0.7936	0.8044
73	0.6619	0.6714	0.6812	0.6912	0.7014	0.7118	0.7224	0.7332	0.7440	0.7551	0.7663	0.7776	0.7889
74	0.6428	0.6523	0.6622	0.6723	0.6827	0.6933	0.7041	0.7150	0.7262	0.7375	0.7491	0.7607	0.7725
75	0.6233	0.6329	0.6428	0.6530	0.6634	0.6741	0.6851	0.6962	0.7076	0.7193	0.7311	0.7431	0.7553
76	0.6034	0.6130	0.6229	0.6332	0.6437	0.6545	0.6656	0.6769	0.6885	0.7003	0.7124	0.7247	0.7373
77	0.5834	0.5930	0.6029	0.6131	0.6237	0.6345	0.6456	0.6571	0.6688	0.6808	0.6932	0.7058	0.7186
78	0.5633	0.5728	0.5827	0.5929	0.6034	0.6143	0.6254	0.6369	0.6487	0.6609	0.6734	0.6863	0.6994
79	0.5431	0.5525	0.5622	0.5723	0.5828	0.5937	0.6048	0.6163	0.6282	0.6405	0.6531	0.6661	0.6794
80	0.5227	0.5320	0.5416	0.5516	0.5620	0.5728	0.5839	0.5954	0.6073	0.6196	0.6324	0.6455	0.6590

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	74	75	76	77	78	79	80	81	82	83	84	85	86
55	0.9592	0.9624	0.9654	0.9683	0.9710	0.9735	0.9759	0.9781	0.9802	0.9821	0.9839	0.9855	0.9870
56	0.9551	0.9586	0.9619	0.9650	0.9680	0.9708	0.9734	0.9758	0.9781	0.9802	0.9821	0.9840	0.9856
57	0.9506	0.9544	0.9580	0.9614	0.9647	0.9677	0.9706	0.9732	0.9757	0.9781	0.9802	0.9822	0.9841
58	0.9456	0.9498	0.9537	0.9575	0.9610	0.9643	0.9675	0.9704	0.9731	0.9757	0.9781	0.9803	0.9823
59	0.9402	0.9447	0.9490	0.9531	0.9570	0.9606	0.9640	0.9673	0.9703	0.9731	0.9757	0.9781	0.9804
60	0.9343	0.9392	0.9439	0.9483	0.9525	0.9565	0.9602	0.9638	0.9671	0.9701	0.9730	0.9757	0.9782
61	0.9278	0.9331	0.9382	0.9430	0.9476	0.9519	0.9560	0.9599	0.9635	0.9669	0.9701	0.9730	0.9758
62	0.9208	0.9265	0.9320	0.9372	0.9422	0.9469	0.9514	0.9556	0.9596	0.9633	0.9668	0.9700	0.9731
63	0.9132	0.9193	0.9252	0.9309	0.9363	0.9414	0.9463	0.9509	0.9553	0.9593	0.9631	0.9667	0.9701
64	0.9050	0.9116	0.9179	0.9241	0.9299	0.9355	0.9408	0.9458	0.9505	0.9550	0.9591	0.9631	0.9667
65	0.8961	0.9032	0.9101	0.9167	0.9230	0.9290	0.9347	0.9402	0.9454	0.9502	0.9548	0.9591	0.9631
66	0.8867	0.8943	0.9016	0.9087	0.9155	0.9220	0.9282	0.9342	0.9398	0.9450	0.9500	0.9547	0.9591
67	0.8767	0.8848	0.8926	0.9002	0.9075	0.9145	0.9213	0.9277	0.9337	0.9395	0.9449	0.9500	0.9549
68	0.8661	0.8747	0.8831	0.8912	0.8990	0.9065	0.9138	0.9207	0.9273	0.9335	0.9394	0.9450	0.9502
69	0.8547	0.8638	0.8728	0.8814	0.8898	0.8979	0.9057	0.9131	0.9202	0.9270	0.9334	0.9394	0.9452
70	0.8425	0.8521	0.8616	0.8708	0.8798	0.8884	0.8968	0.9048	0.9125	0.9198	0.9267	0.9333	0.9396
71	0.8293	0.8395	0.8495	0.8593	0.8688	0.8781	0.8871	0.8957	0.9039	0.9118	0.9193	0.9265	0.9333
72	0.8153	0.8260	0.8365	0.8469	0.8570	0.8669	0.8764	0.8857	0.8945	0.9030	0.9112	0.9189	0.9263
73	0.8002	0.8114	0.8226	0.8335	0.8442	0.8547	0.8649	0.8747	0.8843	0.8934	0.9022	0.9106	0.9186
74	0.7843	0.7960	0.8076	0.8191	0.8304	0.8415	0.8524	0.8629	0.8731	0.8829	0.8923	0.9014	0.9101
75	0.7675	0.7797	0.7918	0.8039	0.8158	0.8275	0.8389	0.8501	0.8610	0.8715	0.8816	0.8914	0.9008
76	0.7499	0.7625	0.7752	0.7877	0.8002	0.8125	0.8246	0.8364	0.8480	0.8591	0.8700	0.8805	0.8906
77	0.7316	0.7446	0.7577	0.7708	0.7838	0.7966	0.8094	0.8218	0.8341	0.8459	0.8575	0.8688	0.8796
78	0.7126	0.7261	0.7396	0.7531	0.7666	0.7800	0.7933	0.8065	0.8193	0.8319	0.8442	0.8562	0.8678
79	0.6930	0.7068	0.7206	0.7346	0.7485	0.7625	0.7764	0.7901	0.8036	0.8169	0.8299	0.8426	0.8550
80	0.6727	0.6868	0.7010	0.7153	0.7296	0.7441	0.7585	0.7728	0.7869	0.8009	0.8146	0.8281	0.8413

Kewaunee Scientific Corporation

Joint & Survivor 100% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	87	88	89	90	91	92	93	94	95	96	97	98	99
55	0.9884	0.9897	0.9909	0.9920	0.9930	0.9938	0.9946	0.9953	0.9960	0.9965	0.9970	0.9975	0.9979
56	0.9872	0.9886	0.9899	0.9911	0.9922	0.9931	0.9940	0.9948	0.9955	0.9961	0.9967	0.9972	0.9976
57	0.9858	0.9874	0.9888	0.9901	0.9913	0.9924	0.9934	0.9942	0.9950	0.9957	0.9963	0.9969	0.9974
58	0.9842	0.9859	0.9875	0.9890	0.9903	0.9915	0.9926	0.9936	0.9944	0.9952	0.9959	0.9965	0.9971
59	0.9825	0.9844	0.9862	0.9878	0.9892	0.9906	0.9918	0.9929	0.9938	0.9947	0.9955	0.9961	0.9967
60	0.9805	0.9826	0.9846	0.9864	0.9880	0.9895	0.9908	0.9920	0.9931	0.9941	0.9949	0.9957	0.9964
61	0.9783	0.9807	0.9828	0.9848	0.9866	0.9883	0.9898	0.9911	0.9923	0.9934	0.9943	0.9952	0.9959
62	0.9759	0.9785	0.9809	0.9831	0.9851	0.9869	0.9886	0.9900	0.9914	0.9926	0.9937	0.9946	0.9955
63	0.9732	0.9760	0.9787	0.9811	0.9834	0.9854	0.9872	0.9889	0.9904	0.9917	0.9929	0.9940	0.9949
64	0.9702	0.9733	0.9763	0.9790	0.9814	0.9837	0.9857	0.9875	0.9892	0.9907	0.9920	0.9932	0.9943
65	0.9669	0.9704	0.9736	0.9766	0.9793	0.9818	0.9840	0.9861	0.9879	0.9896	0.9911	0.9924	0.9936
66	0.9633	0.9671	0.9706	0.9739	0.9769	0.9797	0.9822	0.9845	0.9865	0.9884	0.9900	0.9915	0.9928
67	0.9594	0.9636	0.9675	0.9711	0.9744	0.9774	0.9802	0.9827	0.9850	0.9870	0.9889	0.9905	0.9920
68	0.9552	0.9598	0.9641	0.9680	0.9717	0.9750	0.9780	0.9808	0.9833	0.9856	0.9876	0.9894	0.9911
69	0.9506	0.9556	0.9603	0.9647	0.9687	0.9723	0.9757	0.9787	0.9815	0.9840	0.9863	0.9883	0.9901
70	0.9454	0.9509	0.9561	0.9609	0.9653	0.9693	0.9730	0.9764	0.9795	0.9822	0.9847	0.9869	0.9889
71	0.9397	0.9457	0.9514	0.9566	0.9615	0.9659	0.9700	0.9737	0.9771	0.9802	0.9830	0.9854	0.9877
72	0.9333	0.9399	0.9461	0.9519	0.9572	0.9621	0.9666	0.9707	0.9745	0.9779	0.9810	0.9837	0.9862
73	0.9262	0.9334	0.9402	0.9465	0.9524	0.9578	0.9628	0.9673	0.9715	0.9753	0.9787	0.9818	0.9845
74	0.9184	0.9262	0.9336	0.9405	0.9470	0.9530	0.9584	0.9635	0.9681	0.9723	0.9761	0.9796	0.9826
75	0.9098	0.9183	0.9263	0.9339	0.9410	0.9476	0.9536	0.9592	0.9643	0.9690	0.9732	0.9771	0.9805
76	0.9003	0.9096	0.9183	0.9266	0.9344	0.9416	0.9482	0.9544	0.9601	0.9653	0.9700	0.9742	0.9780
77	0.8901	0.9001	0.9096	0.9186	0.9271	0.9350	0.9423	0.9491	0.9554	0.9611	0.9663	0.9711	0.9753
78	0.8791	0.8898	0.9001	0.9099	0.9191	0.9278	0.9358	0.9433	0.9502	0.9565	0.9623	0.9676	0.9723
79	0.8671	0.8787	0.8898	0.9004	0.9104	0.9198	0.9286	0.9368	0.9444	0.9514	0.9578	0.9636	0.9689
80	0.8541	0.8665	0.8785	0.8899	0.9007	0.9110	0.9206	0.9296	0.9379	0.9457	0.9527	0.9592	0.9651

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	35	36	37	38	39	40	41	42	43	44	45	46	47
55	0.8819	0.8839	0.8860	0.8882	0.8904	0.8927	0.8950	0.8975	0.8999	0.9025	0.9051	0.9077	0.9104
56	0.8741	0.8762	0.8783	0.8805	0.8828	0.8852	0.8876	0.8901	0.8927	0.8953	0.8980	0.9008	0.9036
57	0.8659	0.8680	0.8702	0.8724	0.8748	0.8772	0.8797	0.8823	0.8850	0.8877	0.8905	0.8934	0.8963
58	0.8572	0.8594	0.8616	0.8640	0.8664	0.8689	0.8715	0.8741	0.8769	0.8797	0.8826	0.8856	0.8887
59	0.8482	0.8504	0.8527	0.8551	0.8575	0.8601	0.8628	0.8655	0.8684	0.8713	0.8743	0.8774	0.8805
60	0.8387	0.8410	0.8433	0.8457	0.8483	0.8509	0.8536	0.8564	0.8594	0.8624	0.8655	0.8687	0.8719
61	0.8288	0.8311	0.8335	0.8359	0.8385	0.8412	0.8440	0.8469	0.8499	0.8530	0.8562	0.8595	0.8629
62	0.8184	0.8208	0.8232	0.8257	0.8284	0.8311	0.8340	0.8369	0.8400	0.8432	0.8464	0.8498	0.8533
63	0.8076	0.8100	0.8125	0.8150	0.8177	0.8205	0.8234	0.8265	0.8296	0.8329	0.8362	0.8397	0.8433
64	0.7965	0.7988	0.8013	0.8040	0.8067	0.8095	0.8125	0.8156	0.8188	0.8221	0.8256	0.8291	0.8328
65	0.7849	0.7873	0.7898	0.7925	0.7952	0.7981	0.8011	0.8043	0.8076	0.8110	0.8145	0.8181	0.8219
66	0.7729	0.7753	0.7779	0.7806	0.7834	0.7863	0.7894	0.7926	0.7959	0.7994	0.8030	0.8067	0.8106
67	0.7606	0.7631	0.7657	0.7684	0.7712	0.7742	0.7773	0.7805	0.7839	0.7874	0.7911	0.7949	0.7988
68	0.7480	0.7505	0.7531	0.7558	0.7587	0.7617	0.7648	0.7681	0.7715	0.7751	0.7788	0.7827	0.7867
69	0.7349	0.7374	0.7400	0.7428	0.7457	0.7487	0.7519	0.7552	0.7587	0.7623	0.7661	0.7700	0.7741
70	0.7214	0.7239	0.7265	0.7293	0.7322	0.7352	0.7384	0.7418	0.7453	0.7490	0.7528	0.7568	0.7609
71	0.7073	0.7098	0.7125	0.7152	0.7182	0.7212	0.7245	0.7278	0.7314	0.7351	0.7389	0.7430	0.7472
72	0.6927	0.6953	0.6979	0.7007	0.7036	0.7067	0.7100	0.7134	0.7169	0.7206	0.7245	0.7286	0.7328
73	0.6777	0.6802	0.6829	0.6856	0.6886	0.6917	0.6949	0.6983	0.7019	0.7057	0.7096	0.7137	0.7180
74	0.6622	0.6647	0.6674	0.6702	0.6731	0.6762	0.6795	0.6829	0.6865	0.6902	0.6942	0.6983	0.7026
75	0.6464	0.6489	0.6515	0.6543	0.6572	0.6603	0.6636	0.6670	0.6706	0.6743	0.6783	0.6824	0.6867
76	0.6302	0.6326	0.6353	0.6380	0.6410	0.6440	0.6473	0.6507	0.6543	0.6581	0.6620	0.6662	0.6705
77	0.6137	0.6162	0.6188	0.6215	0.6244	0.6275	0.6307	0.6341	0.6377	0.6415	0.6454	0.6496	0.6539
78	0.5970	0.5995	0.6021	0.6048	0.6077	0.6107	0.6139	0.6173	0.6209	0.6246	0.6286	0.6327	0.6370
79	0.5801	0.5825	0.5850	0.5877	0.5906	0.5936	0.5968	0.6002	0.6037	0.6074	0.6114	0.6155	0.6198
80	0.5629	0.5652	0.5678	0.5705	0.5733	0.5763	0.5794	0.5828	0.5863	0.5900	0.5939	0.5979	0.6022

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	48	49	50	51	52	53	54	55	56	57	58	59	60
55	0.9132	0.9160	0.9188	0.9216	0.9244	0.9273	0.9302	0.9330	0.9359	0.9388	0.9416	0.9444	0.9472
56	0.9065	0.9094	0.9123	0.9153	0.9183	0.9213	0.9243	0.9274	0.9304	0.9334	0.9365	0.9395	0.9424
57	0.8993	0.9024	0.9054	0.9086	0.9117	0.9149	0.9181	0.9213	0.9245	0.9277	0.9309	0.9341	0.9373
58	0.8918	0.8949	0.8981	0.9014	0.9047	0.9081	0.9114	0.9148	0.9182	0.9216	0.9250	0.9284	0.9317
59	0.8838	0.8871	0.8904	0.8938	0.8973	0.9008	0.9043	0.9079	0.9114	0.9150	0.9186	0.9222	0.9258
60	0.8753	0.8787	0.8822	0.8857	0.8894	0.8930	0.8967	0.9004	0.9042	0.9080	0.9118	0.9156	0.9194
61	0.8663	0.8699	0.8735	0.8772	0.8809	0.8848	0.8886	0.8925	0.8965	0.9005	0.9045	0.9085	0.9125
62	0.8569	0.8606	0.8643	0.8681	0.8720	0.8760	0.8801	0.8841	0.8883	0.8925	0.8967	0.9009	0.9051
63	0.8470	0.8508	0.8546	0.8586	0.8627	0.8668	0.8710	0.8753	0.8796	0.8840	0.8884	0.8928	0.8973
64	0.8366	0.8405	0.8445	0.8486	0.8528	0.8571	0.8614	0.8659	0.8704	0.8750	0.8796	0.8842	0.8889
65	0.8258	0.8298	0.8339	0.8381	0.8425	0.8469	0.8514	0.8560	0.8607	0.8655	0.8703	0.8752	0.8801
66	0.8145	0.8186	0.8229	0.8272	0.8317	0.8362	0.8409	0.8457	0.8506	0.8555	0.8605	0.8656	0.8708
67	0.8029	0.8071	0.8114	0.8159	0.8205	0.8252	0.8300	0.8349	0.8400	0.8451	0.8503	0.8556	0.8610
68	0.7908	0.7951	0.7996	0.8041	0.8088	0.8137	0.8186	0.8237	0.8289	0.8342	0.8396	0.8451	0.8507
69	0.7783	0.7827	0.7872	0.7919	0.7967	0.8016	0.8067	0.8120	0.8173	0.8228	0.8284	0.8341	0.8399
70	0.7652	0.7696	0.7742	0.7790	0.7839	0.7890	0.7942	0.7996	0.8051	0.8107	0.8165	0.8224	0.8284
71	0.7515	0.7560	0.7607	0.7656	0.7706	0.7757	0.7811	0.7866	0.7922	0.7980	0.8040	0.8100	0.8162
72	0.7372	0.7418	0.7466	0.7515	0.7566	0.7619	0.7673	0.7729	0.7787	0.7846	0.7907	0.7970	0.8034
73	0.7224	0.7270	0.7318	0.7368	0.7420	0.7474	0.7529	0.7586	0.7645	0.7706	0.7769	0.7833	0.7898
74	0.7071	0.7117	0.7166	0.7216	0.7269	0.7323	0.7379	0.7437	0.7497	0.7560	0.7623	0.7689	0.7756
75	0.6913	0.6959	0.7008	0.7059	0.7112	0.7167	0.7224	0.7283	0.7344	0.7407	0.7472	0.7539	0.7608
76	0.6750	0.6797	0.6847	0.6898	0.6951	0.7007	0.7064	0.7124	0.7186	0.7250	0.7316	0.7384	0.7455
77	0.6584	0.6632	0.6681	0.6732	0.6786	0.6842	0.6900	0.6960	0.7023	0.7087	0.7155	0.7224	0.7295
78	0.6416	0.6463	0.6512	0.6564	0.6618	0.6674	0.6732	0.6793	0.6856	0.6921	0.6989	0.7059	0.7132
79	0.6243	0.6290	0.6340	0.6391	0.6445	0.6501	0.6560	0.6621	0.6684	0.6750	0.6819	0.6889	0.6963
80	0.6067	0.6114	0.6163	0.6215	0.6269	0.6325	0.6383	0.6444	0.6508	0.6574	0.6643	0.6715	0.6789

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	61	62	63	64	65	66	67	68	69	70	71	72	73
55	0.9499	0.9526	0.9552	0.9578	0.9603	0.9627	0.9650	0.9673	0.9695	0.9716	0.9736	0.9755	0.9774
56	0.9453	0.9482	0.9510	0.9538	0.9565	0.9591	0.9616	0.9641	0.9665	0.9687	0.9710	0.9731	0.9751
57	0.9404	0.9435	0.9465	0.9495	0.9524	0.9552	0.9579	0.9606	0.9632	0.9656	0.9680	0.9703	0.9725
58	0.9351	0.9384	0.9416	0.9448	0.9479	0.9510	0.9539	0.9568	0.9595	0.9622	0.9648	0.9673	0.9697
59	0.9293	0.9329	0.9363	0.9397	0.9431	0.9463	0.9495	0.9526	0.9556	0.9585	0.9613	0.9641	0.9667
60	0.9232	0.9269	0.9306	0.9342	0.9378	0.9413	0.9447	0.9481	0.9513	0.9545	0.9575	0.9605	0.9633
61	0.9165	0.9205	0.9244	0.9283	0.9321	0.9359	0.9395	0.9431	0.9466	0.9500	0.9533	0.9565	0.9596
62	0.9094	0.9136	0.9178	0.9219	0.9260	0.9300	0.9339	0.9378	0.9415	0.9452	0.9487	0.9522	0.9556
63	0.9017	0.9062	0.9106	0.9150	0.9194	0.9237	0.9278	0.9320	0.9360	0.9399	0.9438	0.9475	0.9511
64	0.8936	0.8983	0.9030	0.9077	0.9123	0.9168	0.9213	0.9257	0.9300	0.9343	0.9384	0.9424	0.9463
65	0.8850	0.8900	0.8949	0.8998	0.9047	0.9096	0.9143	0.9190	0.9236	0.9281	0.9326	0.9369	0.9411
66	0.8759	0.8811	0.8863	0.8915	0.8967	0.9018	0.9069	0.9119	0.9168	0.9216	0.9264	0.9310	0.9355
67	0.8664	0.8718	0.8773	0.8828	0.8882	0.8936	0.8990	0.9043	0.9095	0.9146	0.9197	0.9247	0.9296
68	0.8564	0.8621	0.8678	0.8735	0.8792	0.8849	0.8906	0.8962	0.9017	0.9072	0.9126	0.9180	0.9232
69	0.8458	0.8517	0.8577	0.8637	0.8697	0.8757	0.8816	0.8875	0.8934	0.8992	0.9050	0.9107	0.9162
70	0.8345	0.8407	0.8469	0.8532	0.8595	0.8658	0.8720	0.8782	0.8844	0.8906	0.8967	0.9028	0.9087
71	0.8225	0.8290	0.8354	0.8420	0.8485	0.8551	0.8617	0.8682	0.8748	0.8813	0.8878	0.8942	0.9005
72	0.8099	0.8165	0.8233	0.8301	0.8369	0.8438	0.8506	0.8575	0.8644	0.8713	0.8781	0.8849	0.8916
73	0.7966	0.8034	0.8104	0.8174	0.8245	0.8317	0.8388	0.8460	0.8532	0.8605	0.8677	0.8749	0.8820
74	0.7826	0.7896	0.7968	0.8041	0.8114	0.8189	0.8263	0.8338	0.8414	0.8489	0.8565	0.8641	0.8716
75	0.7679	0.7752	0.7825	0.7900	0.7977	0.8054	0.8131	0.8209	0.8288	0.8367	0.8447	0.8526	0.8606
76	0.7527	0.7601	0.7677	0.7754	0.7832	0.7912	0.7992	0.8073	0.8155	0.8237	0.8321	0.8404	0.8488
77	0.7369	0.7445	0.7522	0.7601	0.7682	0.7764	0.7847	0.7930	0.8015	0.8101	0.8188	0.8275	0.8362
78	0.7207	0.7284	0.7363	0.7444	0.7527	0.7611	0.7696	0.7782	0.7870	0.7959	0.8049	0.8139	0.8231
79	0.7039	0.7117	0.7198	0.7280	0.7364	0.7450	0.7538	0.7626	0.7717	0.7809	0.7902	0.7996	0.8091
80	0.6866	0.6945	0.7027	0.7110	0.7196	0.7284	0.7373	0.7464	0.7557	0.7651	0.7748	0.7845	0.7944

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	74	75	76	77	78	79	80	81	82	83	84	85	86
55	0.9792	0.9808	0.9824	0.9839	0.9853	0.9866	0.9878	0.9889	0.9900	0.9910	0.9919	0.9927	0.9935
56	0.9770	0.9789	0.9806	0.9822	0.9837	0.9852	0.9865	0.9878	0.9889	0.9900	0.9910	0.9919	0.9928
57	0.9747	0.9767	0.9785	0.9803	0.9820	0.9836	0.9851	0.9864	0.9877	0.9889	0.9900	0.9910	0.9920
58	0.9720	0.9742	0.9763	0.9783	0.9801	0.9818	0.9835	0.9850	0.9864	0.9877	0.9889	0.9900	0.9911
59	0.9692	0.9716	0.9738	0.9760	0.9780	0.9799	0.9817	0.9834	0.9849	0.9863	0.9877	0.9889	0.9901
60	0.9660	0.9686	0.9711	0.9735	0.9757	0.9778	0.9797	0.9815	0.9833	0.9848	0.9863	0.9877	0.9890
61	0.9626	0.9654	0.9681	0.9707	0.9731	0.9754	0.9775	0.9795	0.9814	0.9832	0.9848	0.9863	0.9877
62	0.9588	0.9619	0.9648	0.9676	0.9702	0.9727	0.9751	0.9773	0.9794	0.9813	0.9831	0.9848	0.9863
63	0.9546	0.9580	0.9612	0.9642	0.9671	0.9698	0.9724	0.9748	0.9771	0.9792	0.9812	0.9831	0.9848
64	0.9501	0.9537	0.9572	0.9605	0.9637	0.9667	0.9695	0.9721	0.9746	0.9770	0.9791	0.9812	0.9831
65	0.9452	0.9491	0.9529	0.9565	0.9599	0.9632	0.9663	0.9692	0.9719	0.9745	0.9769	0.9791	0.9812
66	0.9399	0.9442	0.9483	0.9522	0.9559	0.9594	0.9628	0.9660	0.9689	0.9717	0.9744	0.9768	0.9791
67	0.9343	0.9389	0.9433	0.9475	0.9515	0.9554	0.9590	0.9625	0.9657	0.9688	0.9717	0.9744	0.9769
68	0.9282	0.9332	0.9379	0.9425	0.9468	0.9510	0.9550	0.9587	0.9623	0.9656	0.9688	0.9717	0.9745
69	0.9217	0.9270	0.9321	0.9370	0.9417	0.9462	0.9505	0.9546	0.9585	0.9621	0.9655	0.9688	0.9718
70	0.9145	0.9202	0.9257	0.9310	0.9360	0.9409	0.9456	0.9500	0.9542	0.9582	0.9620	0.9655	0.9688
71	0.9067	0.9128	0.9187	0.9243	0.9298	0.9351	0.9401	0.9450	0.9495	0.9539	0.9580	0.9618	0.9655
72	0.8982	0.9047	0.9110	0.9171	0.9230	0.9287	0.9341	0.9394	0.9443	0.9490	0.9535	0.9578	0.9618
73	0.8890	0.8959	0.9026	0.9092	0.9155	0.9216	0.9275	0.9332	0.9386	0.9437	0.9486	0.9532	0.9576
74	0.8791	0.8864	0.8936	0.9006	0.9074	0.9139	0.9203	0.9264	0.9322	0.9378	0.9431	0.9482	0.9529
75	0.8684	0.8762	0.8838	0.8913	0.8985	0.9056	0.9124	0.9190	0.9253	0.9313	0.9371	0.9426	0.9478
76	0.8571	0.8653	0.8733	0.8813	0.8890	0.8965	0.9039	0.9109	0.9177	0.9242	0.9305	0.9365	0.9422
77	0.8450	0.8536	0.8622	0.8706	0.8788	0.8868	0.8946	0.9022	0.9095	0.9165	0.9233	0.9298	0.9360
78	0.8322	0.8413	0.8503	0.8592	0.8679	0.8764	0.8848	0.8929	0.9007	0.9082	0.9155	0.9225	0.9292
79	0.8187	0.8282	0.8376	0.8470	0.8562	0.8652	0.8741	0.8827	0.8911	0.8992	0.9070	0.9146	0.9219
80	0.8044	0.8143	0.8242	0.8340	0.8437	0.8533	0.8627	0.8718	0.8808	0.8894	0.8978	0.9059	0.9138

Kewaunee Scientific Corporation

Joint & Survivor 50% Payable Immediately

84UP00 Mortality @ 7.00%


Unisex	Ben Age — Years
Part Age — Years	87	88	89	90	91	92	93	94	95	96	97	98	99
55	0.9942	0.9948	0.9954	0.9960	0.9965	0.9969	0.9973	0.9977	0.9980	0.9983	0.9985	0.9987	0.9989
56	0.9936	0.9943	0.9949	0.9955	0.9961	0.9966	0.9970	0.9974	0.9978	0.9981	0.9984	0.9986	0.9988
57	0.9928	0.9936	0.9944	0.9950	0.9956	0.9962	0.9967	0.9971	0.9975	0.9979	0.9982	0.9984	0.9987
58	0.9920	0.9929	0.9937	0.9945	0.9951	0.9957	0.9963	0.9968	0.9972	0.9976	0.9980	0.9983	0.9985
59	0.9912	0.9921	0.9930	0.9938	0.9946	0.9953	0.9959	0.9964	0.9969	0.9973	0.9977	0.9981	0.9984
60	0.9902	0.9912	0.9922	0.9931	0.9940	0.9947	0.9954	0.9960	0.9965	0.9970	0.9975	0.9978	0.9982
61	0.9890	0.9902	0.9913	0.9924	0.9933	0.9941	0.9949	0.9955	0.9961	0.9967	0.9972	0.9976	0.9980
62	0.9878	0.9891	0.9903	0.9915	0.9925	0.9934	0.9942	0.9950	0.9957	0.9963	0.9968	0.9973	0.9977
63	0.9864	0.9879	0.9892	0.9905	0.9916	0.9926	0.9936	0.9944	0.9952	0.9958	0.9964	0.9970	0.9974
64	0.9849	0.9865	0.9880	0.9894	0.9906	0.9918	0.9928	0.9937	0.9946	0.9953	0.9960	0.9966	0.9971
65	0.9832	0.9850	0.9866	0.9881	0.9895	0.9908	0.9919	0.9930	0.9939	0.9948	0.9955	0.9962	0.9968
66	0.9813	0.9833	0.9851	0.9868	0.9883	0.9897	0.9910	0.9922	0.9932	0.9941	0.9950	0.9957	0.9964
67	0.9793	0.9815	0.9835	0.9853	0.9870	0.9886	0.9900	0.9913	0.9924	0.9935	0.9944	0.9952	0.9960
68	0.9771	0.9795	0.9817	0.9838	0.9856	0.9873	0.9889	0.9903	0.9916	0.9927	0.9938	0.9947	0.9955
69	0.9747	0.9773	0.9797	0.9820	0.9841	0.9860	0.9877	0.9893	0.9907	0.9919	0.9931	0.9941	0.9950
70	0.9720	0.9749	0.9776	0.9800	0.9823	0.9844	0.9863	0.9881	0.9896	0.9910	0.9923	0.9934	0.9944
71	0.9689	0.9721	0.9751	0.9778	0.9804	0.9827	0.9848	0.9867	0.9884	0.9900	0.9914	0.9927	0.9938
72	0.9655	0.9690	0.9723	0.9753	0.9781	0.9807	0.9830	0.9852	0.9871	0.9888	0.9904	0.9918	0.9931
73	0.9617	0.9656	0.9692	0.9725	0.9756	0.9784	0.9810	0.9834	0.9855	0.9875	0.9892	0.9908	0.9922
74	0.9575	0.9617	0.9657	0.9694	0.9728	0.9759	0.9788	0.9814	0.9838	0.9860	0.9879	0.9897	0.9912
75	0.9527	0.9574	0.9618	0.9658	0.9696	0.9731	0.9763	0.9792	0.9818	0.9843	0.9864	0.9884	0.9901
76	0.9476	0.9526	0.9574	0.9619	0.9661	0.9699	0.9734	0.9767	0.9796	0.9823	0.9848	0.9869	0.9889
77	0.9418	0.9474	0.9527	0.9576	0.9622	0.9664	0.9703	0.9739	0.9772	0.9802	0.9829	0.9853	0.9875
78	0.9356	0.9417	0.9474	0.9528	0.9579	0.9625	0.9668	0.9708	0.9745	0.9778	0.9808	0.9835	0.9860
79	0.9288	0.9354	0.9417	0.9476	0.9531	0.9582	0.9630	0.9674	0.9714	0.9751	0.9784	0.9815	0.9842
80	0.9213	0.9285	0.9353	0.9417	0.9478	0.9534	0.9586	0.9635	0.9680	0.9721	0.9758	0.9792	0.9822

Exhibit 10.2A

FIRST AMENDMENT

To The

RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES OF

KEWAUNEE SCIENTIFIC CORPORATION

( As Amended and Restated Effective as of May 1, 2007 )

THIS AMENDMENT , made and executed by Kewaunee Scientific Corporation (the “Company”):

W I T N E S S E T H

WHEREAS , the Company maintains the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation (the “Plan”), which was most recently amended and restated in its entirety by an instrument effective as of May 1, 2007; and

NOW THEREFORE , pursuant to the authority reserved to the Company under Section 12.2 of the Plan, the Plan be and hereby is amended as set forth below effective as of May 1, 2008.

Section 6.5(vi) of the Plan is amended in its entirety to read as follows:

(vi)

IN WITNESS WHEREOF , this First Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation is hereby properly executed on the day of , 2009.


KEWAUNEE SCIENTIFIC CORPORATION

By:
		Senior Vice President, Finance On behalf of the Board of Directors

EXHIBIT 10.19D

FOURTH AMENDMENT TO

KEWAUNEE SCIENTIFIC CORPORATION

1991 KEY EMPLOYEE STOCK OPTION PLAN

Paragraph 7 of the Kewaunee Scientific Corporation 1991 Key Employee Stock Option Plan (the “Plan”) is amended and restated as follows:

“7. Exercise of Option; Withholding . An option may be exercised by giving written notice to the Company, attention of the Secretary, specifying the number of shares to be purchased. The purchase price for the shares acquired pursuant to the exercise of an option shall be paid, to the extent permitted by applicable law and as determined by the Board of Directors in its sole discretion, by any combination of the methods of payment set forth below. The Board of Directors shall have the authority to grant options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant options that require the consent of the Company to utilize a particular method of payment. The methods of payment permitted by this Paragraph 7 are:

(a) by cash, check, bank draft or money order payable to the Company;

(b) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

(d) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of common stock issued upon exercise by the largest whole number of shares with a fair market value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from the optionee to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided, further, that shares of common stock will no longer be subject to an option, which will not be exercisable thereafter, to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the optionee as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(e) in any other form of legal consideration that may be acceptable to the Board of Directors.

For this purpose, the per share value of the Company’s common stock shall be its fair market value at the close of business on the date preceding the date of exercise. The optionee shall pay the Company at the time of exercise an amount equal to any tax that the Company is required to withhold from the optionee upon exercise (less any amount withheld from the optionee’s regular compensation in connection with such exercise).

At the time of any exercise of any option, the Company may, if it shall determine it necessary or desirable for any reason, require the optionee (or the optionee’s heirs, legatees, or legal representatives, as the case may be) as a condition upon the exercise thereof, to deliver to the Company a written representation of present intention to purchase the shares for investment and not for distribution. In the event such representation is required to be delivered, an appropriate legend may be placed upon each certificate delivered to the optionee upon exercise of part or all of the option and a stop transfer order may be placed with the transfer agent. Each option shall also be subject to the requirement that, if at any time the Company determines, in its discretion, that the listing, registration or qualification of the shares subject to the option upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue or purchase of shares thereunder, the option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable by the Company.”

Paragraph 11 of the Plan is amended and restated as follows:

“11. Amendment of Plan. The Board of Directors may amend or discontinue the Plan at any time. However, no such amendment or discontinuance shall (a) change adversely or impair any option previously granted, without the consent of the optionee, (b) increase the maximum number of shares which may be purchased by all employees, (c) change the minimum purchase price, or (d) change the limitations on the option period or increase the time limitations on the grant of option.”

EXHIBIT 10.38

CHANGE OF CONTROL

EMPLOYMENT AGREEMENT

AGREEMENT by and between Kewaunee Scientific Corporation, a Delaware corporation (the “Company”) and William A. Shumaker (the “Executive”), restated effective as of the 4 ^th day of December, 2008.

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; provided, that the Executive’s employment with the Company shall be considered to have occurred the Change of Control Date 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.

(b) The term of this Agreement shall commence on the date hereof and, if no Change of Control Date occurs, shall end on November 12, 2011 , 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 third anniversary) 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 acquisition by any one person, or more than one person acting as a group, of ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the Company’s stock; or

(b) Either, (i) the acquisition by any one person, or more than one person acting as a group, during the twelve consecutive month period ending on the date of the most recent such acquisition, of ownership of stock of the Company possessing 30% or more of the total voting power of the Company’s stock, or (ii) the replacement of a majority of the members of the Company’s Board of Directors during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election; or

(c) The acquisition by any person, or more than one person acting as a group, during the twelve month period ending on the date of the most recent acquisition, of assets from the Company that have a total gross fair market value equal to 40% or more of the total gross fair market value of all of the Company’s assets immediately before such acquisition or acquisitions.

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.

(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 any 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 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 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 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 by the other party hereto of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated 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) and (ii), as applicable, shall be paid in a lump sum in cash within 30 days after the Date of Termination. All references in the following subparagraphs 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, two times the sum of the Executive’s Annual Base Salary plus his Average Annual Bonus, plus the compensation for any earned but unused vacation days; or

B. if the Date of Termination occurs after the first anniversary of the Change of Control Date, the sum of the Executive’s Annual Base Salary plus his Average Annual Bonus and the compensation for any earned but unused vacation days.

(ii) If the Executive is a participant in the Kewaunee Scientific Corporation Group 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 amount of such payment shall be in full satisfaction of all amounts that may be owed to the Executive’s beneficiaries under the SEBP.

(iii) 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, 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.

(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 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, 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 its business, 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.

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:		William A. Shumaker
		130 Pin Oak Lane
		Mooresville, NC 28115

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.

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.



William A. Shumaker

KEWAUNEE SCIENTIFIC CORPORATION

By:
Its:		Chairman of the Board

EXHIBIT 10.39

CHANGE OF CONTROL

EMPLOYMENT AGREEMENT

AGREEMENT by and between Kewaunee Scientific Corporation, a Delaware corporation (the “Company”) and D. Michael Parker (the “Executive”), restated effective as of the 4 ^th day of December, 2008.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

2. Change of Control . For the purpose of this Agreement, a “Change of Control” shall mean:

4. Terms of Employment . (a) Position and Duties.

(b) Compensation.

(b) Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

(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:

(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.

pursuant to subparagraphs (i) and (ii), as applicable, shall be paid in a lump sum in cash within 30 days after the Date of Termination. All references in the following subparagraphs 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:

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


If to the Executive:		D. Michael Parker 140 Colony Drive Mooresville, NC 28115

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. Michael Parker

KEWAUNEE SCIENTIFIC CORPORATION

By:
Its:		President and Chief Executive Officer

EXHIBIT 10.40

CHANGE OF CONTROL

EMPLOYMENT AGREEMENT

AGREEMENT by and between Kewaunee Scientific Corporation, a Delaware corporation (the “Company”) and Dana L. Dahlgren (the “Executive”), restated effective as of the 4 ^th day of December, 2008.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

2. Change of Control . For the purpose of this Agreement, a “Change of Control” shall mean:

4. Terms of Employment . (a) Position and Duties.

(b) Compensation.

(b) Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

(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:

(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.

(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 and the compensation for any earned but unused vacation days; 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 and the compensation for any earned but unused vacation days.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


If to the Executive:		Dana L. Dahlgren
		168 Spring Run Road
		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.



Dana L. Dahlgren

KEWAUNEE SCIENTIFIC CORPORATION

By:
Its:		President and Chief Executive Officer

EXHIBIT 10.41

CHANGE OF CONTROL

EMPLOYMENT AGREEMENT

AGREEMENT by and between Kewaunee Scientific Corporation, a Delaware corporation (the “Company”) and Kurt P. Rindoks (the “Executive”), restated effective as of the 4 ^th day of December, 2008.