STANDEX INTERNATIONAL CORP/DE/
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<TYPE>EX-10
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<FILENAME>ex10belp.txt
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                                               EXHIBIT 10 (b)











                STANDEX INTERNATIONAL CORPORATION



                  EXECUTIVE LIFE INSURANCE PLAN


                STANDEX INTERNATIONAL CORPORATION
                  EXECUTIVE LIFE INSURANCE PLAN

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

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

                            ARTICLE 2
                           Definitions

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

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

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

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

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

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

     c)   the exercise of any stock appreciation rights;

     d)   the exercise of any stock option;

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

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

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

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

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

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

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

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

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

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

                            ARTICLE 3
                     Life Insurance Benefit

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


3.02 Ownership of Policy.

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


3.03 Payment of Death Benefit Prior to Retirement.

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

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

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

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

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

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

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


3.04 Designation of Beneficiary.

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


3.05 Dividends.

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


3.06 Payment of Premiums.

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

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


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

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

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

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


3.08 Limitation on Benefits.

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


3.09 Assignment of Participant's Interest in Insurance.

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


3.10 Termination of Participation in Life Insurance Benefit.

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

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

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

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

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


3.11 Disposition of Policy Upon Termination of Participation.

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


3.12 Distribution of Benefit upon a Change of Control.

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


                            ARTICLE 4
             Supplemental Retirement Income Benefit


4.01   Eligibility for Benefit.

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

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


4.02 Form of Benefit Upon Change of Control.

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


4.03 Vesting.

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

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

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



4.04 Amount of Benefit.

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

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

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

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

    (iv)  the calendar year in which the Participant Retires

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


4.05 Death Benefit After Commencement of Retirement Benefits.

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


4.06 Offset for Obligations to Company.

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


4.07 No Trust Created.

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


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

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


                            ARTICLE 5
                       Plan Administration

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

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


5.02 Claim Procedures

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

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

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

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

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

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

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


5.03 Related Trust(s).

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


                            ARTICLE 6
                          Miscellaneous


6.01 No Contract of Employment.

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


6.02 Amendment of Plan.

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


6.03 Conflicting Provisions.

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


6.04 Notice.

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


6.05 Benefits Not Transferable.

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


6.06 Governing Law.

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


6.07 Written Materials.

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

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

                           STANDEX INTERNATIONAL CORPORATION


                           By:______________________________

                           Title:___________________________


                      ENROLLMENT AGREEMENT
                STANDEX INTERNATIONAL CORPORATION
                  EXECUTIVE LIFE INSURANCE PLAN

Name of Employee: ____________________________________

Social Security No.: _________________________________

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

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


Dated _______________________

Employee Signature _______________________________________



Received and approved by the Company.

STANDEX INTERNATIONAL CORPORATION


By:  ___________________________________

Title:___________________________________    Date:____________

                   DESIGNATION OF BENEFICIARY
                STANDEX INTERNATIONAL CORPORATION
                  EXECUTIVE LIFE INSURANCE PLAN


To:            Standex International Corporation
Attention:     Corporate Benefits Department

Designation.

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

Primary Beneficiary


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

Address:


_____________________   _________________  __________    ________
Number and Street          City              State       Zip Code



Contingent Beneficiary


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

Address:


________________       _________________  __________    ________
Number and Street          City              State       Zip Code



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


Reservation of Revocation.

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


Effective Date.

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


     EMPLOYEE:________________________________________

		  ________________________________________
                         Type or Print Name


Dated: _________________



Received and approved by the Company.


                         STANDEX INTERNATIONAL CORPORATION


                         By: _______________________________

Dated: ______________    Title:_____________________________


               DISPOSITION OF PROCEEDS ENDORSEMENT

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


Name of Insurer:_________________________________________



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

                    Trustee of _____________ Trust under
                    the Standex International Corporation
                    Executive Plan


Name of Insured:    __________________________________________


Policy Number:      __________________________________________

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

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

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

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

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

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

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

                         STANDEX INTERNATIONAL CORPORATION


Dated:  ________________ By:________________________________



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



_________________________________________
                         Insurer


Dated:  _________________   By:______________________________



     IRREVOCABLE ASSIGNMENT OF LIFE INSURANCE DEATH BENEFITS

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

     WITNESSETH THAT:

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

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

     WHEREAS, the Assignor desires to exercise that right;

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

                         ______________________________________
                         Assignor


                    ACCEPTANCE OF ASSIGNMENT

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


Dated:  ______________   ____________________________________
                         Assignee


                      CONSENT TO ASSIGNMENT

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

                         STANDEX INTERNATIONAL CORPORATION


Dated:  ___________________   By:________________________________

                           Title:________________________________

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


Dated:  ___________________ By:_________________________________

                         Title:_________________________________
</TEXT>
</DOCUMENT>
