KEWAUNEE SCIENTIFIC CORP /DE/
AMENDMENTS (12) TO THE 401(K) INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.34.B
<SEQUENCE>8
<FILENAME>dex1034b.txt
<DESCRIPTION>AMENDMENTS (12) TO THE 401(K) INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.34B
                         KEWAUNEE SCIENTIFIC CORPORATION

                       AMENDMENTS DATED DECEMBER 17, 2002
                                     TO THE
                           401K INCENTIVE SAVINGS PLAN
                        FOR SALARIED AND HOURLY EMPLOYEES


1.  The Entry Date for employee deferrals is changed from "January 1 and July 1
    of each year, after six months of employment," to "three months of
    employment" and to "the first day of each month."

2.  The maximum deferral is raised from 15% to 60%.

3.  The Contact Name is changed from "James J. Rossi," to "Administrator."

4.  Change to reflect severance pay is excluded from monies to be considered in
    any Company match.

5.  The frequency for changing the percent deferred is changed from once a year
    to monthly, on a prospective basis.

6.  Clarify that "qualified non-elective Employer Contributions shall be
    allocated to participants as a percentage of the lowest paid participants."

7.  Change to allow in-bound rollovers of after-tax money from other qualified
    plans.

8.  For hardship withdrawals, the minimum amount is changed to $500, down from
    $1,000.

9.  The coverage or eligibility requirement is changed from age 21 to 20.

10. Change to allow automated enrollments and educational services at no
    additional charge to the Company.

11. Change participant loans, after-tax withdrawals, and normal distributions
    due to terminations and/or retirements from sponsor (Kewaunee) approved
    transactions to pre-approved transactions.

12. Fidelity will restate the plan Documents and the Adoption Agreement to
    reflect the above changes, as well as certain deminimis administrative
    changes and/or GUST changes previously approved.

All the amendments  would be effective as of January 1, 2003,  except those that
are affected by the elimination of the annuities distribution  amendment,  which
would be effective on February 10, 2003.

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</DOCUMENT>
