Edgar Filing: STANDEX INTERNATIONAL CORP/DE/

SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

(Amendment No. )

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14a-6(e)(2))
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[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

STANDEX INTERNATIONAL CORPORATION
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[LOGO]

6 Manor Parkway
Salem, New Hampshire 03079

September 13, 2004

To the Stockholders of Standex International Corporation:

You are cordially invited to attend the Annual Meeting of
Stockholders of Standex International Corporation which will be held at
Bank of America, 100 Federal Street, Boston, Massachusetts, on Tuesday,
October 26, 2004 at 11:00 a.m.

We hope that you will be able to attend the meeting. However, whether
or not you plan to attend in person, please vote your proxy card promptly,
in accordance with the instructions on the card, in order to ensure that
your shares will be represented. If you do attend the meeting, you may vote
your shares personally.

This booklet includes the Notice of Annual Meeting and the Proxy
Statement, which contain information about the formal business to be acted
on by the stockholders. The meeting will also feature a report on the
operations of your Company, followed by a question and discussion period.

Sincerely,

/s/ Roger L. Fix

Roger L. Fix
President/Chief Executive Officer

[LOGO]

6 Manor Parkway
Salem, New Hampshire 03079

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Standex International
Corporation (the "Company") will be held at Bank of America, 100 Federal
Street, Boston, Massachusetts, on Tuesday, October 26, 2004, at 11:00 a.m.
local time for the following purposes:

1. To fix the number of directors at thirteen and to elect two
directors to hold office for one-year terms expiring in 2005;
two directors to hold office for two-year terms expiring in
2006 and four directors to hold office for three-year terms
ending on the date of the Annual Meeting of Stockholders in
2007;

2. To ratify the appointment by the Audit Committee of the Board
of Directors of Deloitte & Touche LLP as independent auditors
of the Company for the fiscal year ending June 30, 2005; and

3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

Stockholders of record at the close of business on September 7, 2004
will be entitled to notice of and to vote at the meeting.

Please vote by proxy using any one of the following methods:

(a) Use the toll free telephone number shown on your proxy card or
voting instructions form (if you receive proxy materials from a
broker or a bank);

(b) Visit the Internet Web site at: www.eproxyvote.com/sxi, or
follow your broker's instructions relative to Internet voting;
or

By Order of the Board of Directors,

/s/ Deborah A. Rosen

Deborah A. Rosen, Secretary

September 13, 2004
Salem, New Hampshire

IMPORTANT

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE OR VOTE YOUR SHARES
BY TELEPHONE OR THE INTERNET. IF YOU SO CHOOSE, YOU MAY VOTE YOUR SHARES
IN PERSON AT THE ANNUAL MEETING.

STANDEX INTERNATIONAL CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
October 26, 2004

This Proxy Statement is being furnished on or about September 13,
2004, in connection with the solicitation of proxies by the Board of
Directors of Standex International Corporation (the "Company"), for use at
the Annual Meeting of Stockholders to be held on Tuesday, October 26, 2004.
All proxies will be voted in accordance with the instructions contained
therein and, if no choice is specified, will be voted for the election of
each of the individuals nominated by the Board of Directors and in favor of
the other proposal set forth in the Notice of Meeting.

The election of Directors will require the affirmative vote of a
plurality of the shares of Common Stock voting, in person or by proxy, at
the Annual Meeting. The ratification of the appointment by the Audit
Committee of Deloitte & Touche LLP as independent auditors will require the
affirmative vote of a majority of the shares of Common Stock of the Company
voting on the proposal, in person or by proxy, at the Annual Meeting.
Stockholders may vote in favor of all nominees for Director, or withhold
their votes as to all nominees or withhold their votes as to specific
nominees. With respect to the other proposal, stockholders should specify
their choice on the enclosed form of proxy.

Shares which abstain from voting as to a particular matter, and
shares held in "street name" by brokers or nominees who indicate on their
proxies that they do not have discretionary authority to vote such shares
as to a particular matter, will not be counted as votes in favor of such
matter, and will also not be counted as shares voting on such matter.
Accordingly, abstentions and "broker non-votes" will have no effect on the
voting on a matter that requires the affirmative vote of a certain
percentage of the shares voting on a matter.

Any proxy may be revoked at any time before it is exercised by
delivery of written notice to the Secretary of the Company or by executing
a subsequent proxy.

The Board of Directors has fixed September 7, 2004 as the record date
for the determination of stockholders entitled to vote at the Annual
Meeting. At the record date, there were outstanding and entitled to vote
12,287,840 shares of the Common Stock of the Company. Each share is
entitled to one vote.

All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors and officers,
without additional remuneration, may solicit proxies in person and by
telecommunications. Brokers, custodians and fiduciaries will be requested
to forward proxy soliciting materials to the owners of stock held in their
names, and the Company will reimburse them for their out-of-pocket expenses
in this regard.

To assure the presence in person or by proxy of the necessary quorum
for holding the meeting, the Company has employed the firm of Morrow & Co.,
Inc. to assist in soliciting proxies by mail, telephone, facsimile and
personal interview for a fee estimated at approximately $5,000 plus
disbursements.

PROPOSAL 1 - ELECTION OF DIRECTORS

The persons named in the enclosed proxy will vote to fix the number
of directors at thirteen and to elect as directors Thomas E. Chorman and
Gerald H. Fickenscher for one-year terms expiring in 2005; Charles H.
Cannon, Jr. and Christian Storch for two-year terms expiring in 2006; and
William R. Fenoglio, Walter F. Greeley, Thomas L. King and Deborah A. Rosen
for three-year terms expiring in 2007, unless authority to vote for the
election of directors is withheld by marking the proxy to that effect. No
proxy can be voted for a greater number of persons than the eight nominees
named below.

There are fewer nominees named below than the number of directors
fixed pursuant to this proposal due to two resignations of directors and
the expiration of one director's term of office. John Bolten, Jr., who was
a founder of the Company and had been a director since 1955, elected to
resign from the Board in May, 2004. C. Kevin Landry, a director who had
served since 1975 and whose term was scheduled to expire at the Annual
Meeting of Shareholders in 2006, elected to resign from the Board effective
October 26, 2004. Both directors are resigning for personal reasons
unrelated to the business of the Company. The Company is grateful to both
directors for their dedicated service. David R. Crichton is a director
whose term of office is scheduled to expire on the date of the Annual
Meeting of Shareholders to which this Proxy Statement relates. The
Corporate Governance/Nominating Committee of the Board of Directors is
currently actively considering various potential candidates for nomination
to the Board of Directors during the course of the upcoming fiscal year.
Please see the Report of the Corporate Governance/Nominating Committee
herein for additional information regarding the Committee's activities.

In the event that any nominee for election should become unavailable,
the person acting under the proxy may vote for the election of a
substitute. Management has no reason to believe that any nominee will
become unavailable.

Information about each director and nominee for director at July 31,
2004 follows:

Nominee for Directors Principal Occupations During
for Terms Past Five Years and
Expiring In 2005 Certain Other Directorships
--------------------- ----------------------------

Thomas E. Chorman President/Chief Executive Officer of Foamex International,
Age 50 Inc. (a manufacturer of comfort cushioning for the furnishings
and automotive markets) from September, 2001 through the
present; Chief Financial Officer of Ansell Healthcare (a
manufacturer of surgical and medical examination gloves) from
October, 2000 through August, 2001; Vice President of Finance
of Armstrong World Industries Flooring Division (a manufacturer
of residential and commercial flooring products) from
September, 1997 through October, 2000.

Director of Foamex International, Inc.

Gerald H. Fickenscher Vice President-Europe, Middle East and Africa, Crompton
Age 61 Corporation (a specialty chemicals company) from 1994
through September, 2003, when he retired; prior thereto, Chief
Financial Officer of Uniroyal Chemical Corporation (a specialty
chemicals manufacturer) from 1986 through 1994.

Directors to Continue Principal Occupations During
in Office for Terms Past Five Years and
Expiring In 2005 Certain Other Directorships
--------------------- ----------------------------

Roger L. Fix Chief Executive Officer of the Company since January
Director Since 2001 2003; President of the Company since December 2001; Chief
Age 51 Operating Officer of the Company from December 2001 to
December 2002; Chief Executive Officer, Chief Operating
Officer and President of Outboard Marine Corporation
(manufacturer of marine motors) from August 2000 to February
2001; President and Chief Operating Officer of Outboard Marine
Corporation from June 2000 to August 2000; Chief Executive of
John Crane (a manufacturer of mechanical seals and associated
products) from 1998 through June 2000; President-North America
of John Crane from May 1996 to May 1998.

As President and COO of Outboard Marine Corporation ("OMC")
(June-August 2000), Mr. Fix completed a strategic review and
commenced implementation of programs to address the financial
crisis the company was and had been experiencing since about
1997. Mr. Fix became CEO of OMC in August 2000. In December
2000, at the direction of the investors, a voluntary petition
in Bankruptcy pursuant to Chapter 11 of the U.S. Bankruptcy
Code was filed for OMC. In August 2001, the case converted to a
voluntary case under Chapter 7 of the U.S. Bankruptcy Code.

Daniel B. Hogan, J.D., Ph.D. Managing Director, Fathers and Families (a nonprofit organi-
Director Since 1983 zation advocating shared parenting) since October, 2003;
Age 61 President, The Apollo Group (management consultants) from March
through October, 2003 and from 1991 through 2001; Associate,
Stratin Consulting from October 1991 to February 2003;
Associate, Department of Psychology, Harvard University from
1996 through 2000.

Nominee for Directors Principal Occupations During
for Terms Past Five Years and
Expiring In 2006 Certain Other Directorships
--------------------- ----------------------------

Charles H. Cannon, Jr. Senior Vice President of FMC Technologies, Inc. (a manu-
Age 52 facturer of systems and products for the energy, food
processing and air transportation industries) since March,
2004; Vice President of FMC Technologies, Inc. from February,
2001 through February, 2004; prior thereto, Vice President and
General Manager-FMC FoodTech and Transportation Systems Group.

Nominee for Directors Principal Occupations During
for Terms Past Five Years and
Expiring In 2006 Certain Other Directorships
--------------------- ----------------------------

Christian Storch Vice President/Chief Financial Officer of the Company since
Age 44 November, 2001; Treasurer of the Company since November, 2003;
Manager of Corporate Audit of the Company from July, 1999 to
November, 2001; prior thereto, Divisional Financial Director
and Corporate Controller at Vossloh AG (a global technology
company operating in the rail infrastructure, motive power and
information technology industries).

Directors to Continue Principal Occupations During
in Office for Terms Past Five Years and
Expiring In 2006 Certain Other Directorships
--------------------- ----------------------------

H. Nicholas Muller, III, Ph.D. President and CEO of The Frank Lloyd Wright Foundation
Director Since 1984 (a foundation promoting the work of Frank Lloyd Wright) from
Age 65 May 1996 through March 2002.

Edward J. Trainor Chairman of the Board of Directors of the Company since
Director Since 1994 December 2001; Chief Executive Officer of the Company
Age 64 from July 1995 to December 2002; President of the Company
from July 1994 to December 2001.

Director of Mestek, Inc.

Nominee for Directors Principal Occupations During
for Terms Past Five Years and
Expiring In 2007 Certain Other Directorships
--------------------- ----------------------------

William R. Fenoglio President and CEO of Augat, Inc. (a manufacturer of
Director Since 1997 electronic components) from 1994 through 1996.
Age 65
Director of IDG, Inc.

Walter F. Greeley Vice President and General Counsel of Surface Coatings,
Director Since 1989 Inc. from 1990 to the present; Chairman, High Street
Age 73 Associates, Inc.(a management and acquisition group)
from 1988 to 2001.

Thomas L. King Vice Chairman of the Board of the Company since December
Director Since 1970 2001; Chairman of the Board of the Company from January
Age 74 1992 to December 2001.

Deborah A. Rosen Chief Legal Officer of the Company since October 2001; Vice
Director Since 2001 President of the Company since July 1999; General Counsel
Age 49 of the Company from January 1998 to October 2001; Secretary
of the Company since October 1997.

Determination of Independence

In July, 2003, the Board of Directors adopted Corporate Governance
Guidelines, which are available under the heading "Corporate Governance" on
the Company's web site at www.standex.com. Under these Guidelines, the
Board requires that at least a majority of directors be "independent" as
defined by the New York Stock Exchange ("NYSE") listing standards. Pursuant
to the NYSE standards, the Board has undertaken an analysis of
"independence" as the criteria apply to each director and nominee for
director.

The NYSE rules require that, in order to be considered independent,
each director or nominee have no material relationship with the Company
(either directly or as a partner, shareholder, or officer of an
organization that has a relationship with the Company), nor may any
director or nominee have any prohibited relationships, such as certain
employment relationships with the Company, its independent auditor or
another organization in business with the Company.

The Board has affirmatively determined that the following directors
and nominees, comprising all of the non-management directors and nominees,
are independent: Messrs. Cannon, Chorman, Fenoglio, Fickenscher, Greeley,
Hogan, King and Muller.

In determining that Mr. King is independent under the NYSE standards,
the Board assessed Mr. King's prior service to the Company, including terms
as President, Treasurer, COO and CEO. Mr. King has been retired from the
Company since 1995 and has not received direct compensation for services to
the Company (except for pension, other employee benefits to which he is
entitled as a retired employee and director's fees) since June, 1998. The
Board determined that despite the historical status of Mr. King as an
executive of the Company, he maintains no relationship of any kind with the
Company (other than as a director), and thus his ability to carry out his
duties and responsibilities as a disinterested, independent director is in
no way impaired.

In assessing Mr. Hogan's independence, the Board considered that Mr.
Hogan is the son of Daniel E. Hogan, who was a co-founder of the Company
and served in various capacities with the Company (including terms as
President and CEO) through July, 1985. Daniel E. Hogan served as a
consultant to the Company from July, 1985 until his death in 1991. The
Board determined that this familial relationship between Director Daniel B.
Hogan, who has never been employed by the Company, and Company co-founder
Daniel E. Hogan did not create a relationship between Mr. Hogan and the
Company which in any way compromised the exercise of his disinterested and
independent judgment as a director, and thus concluded that he is
independent within the meaning of the NYSE rules.

The remaining Board members and nominees were determined by the Board
not to be independent due to their status as currently employed executives
of the Company (in the case of Mr. Fix, Ms. Rosen and Mr. Storch) or due to
the receipt of direct compensation from the Company in excess of $100,000
per year (in the case of Mr. Trainor, pursuant to a two-year Consulting
Agreement effective January 1, 2003 and discussed in the proxy statement
for fiscal year 2003).

The Board will continue to monitor all of its members' activities on
an ongoing basis to insure the independence of a majority of the Company's
directors.

STOCK OWNERSHIP IN THE COMPANY

Stock Ownership by Directors, Nominees for Director and Executive Officers

The following table sets forth information regarding beneficial
ownership of the Company's Common Stock as of July 31, 2004 of each
director, each nominee for director, each executive officer named in the
Summary Compensation Table and all directors and executive officers of the
Company as a group:

Beneficial Ownership (1)
---------------------------
Percent of
No. of Outstanding
Name Shares Common Stock
---- ------ ------------

Charles H. Cannon, Jr. 700 **
Thomas E. Chorman 0 **
David R. Crichton 1,000 **
William R. Fenoglio 2,000 **
Gerald H. Fickenscher 0 **
Roger L. Fix 42,466(2) **
Walter F. Greeley 2,500 **
Daniel B. Hogan, Ph.D. 93,444(3) **
Thomas L. King 12,716 **
C. Kevin Landry 5,368 **
H. Nicholas Muller, III, Ph.D. 6,130 **
Deborah A. Rosen 37,283(2) **
Randy L. Scott 2,505 **
Duane L. Stockburger 21,018(2) **
Christian Storch 6,442(2) **
Edward J. Trainor 52,442(2) **
All Directors and Executive Officers 307,740 2.5
as a Group (19 Persons)

--------------------
** Less than 1% of outstanding Common Stock.
As used herein, "beneficial ownership" means the sole or shared power
to vote, and/or the sole or shared investment power with respect to
shares of Common Stock. The directors have sole voting and investment
power with respect to the shares shown as beneficially owned by them
except for: 2,000 shares for Mr. Fenoglio; 1,300 shares for Mr.
Greeley; 4,000 shares for Mr. Landry; and 25,457 shares for Mr.
Trainor, which are jointly held with their respective spouses. The
shares owned by spouses or minor children of certain directors have
not been included because the respective directors have disclaimed
beneficial interest in the shares. These shareholdings are: Mr.
Hogan's minor children (4,000), and Mrs. Landry and their children
(53,066).
The numbers listed include estimates of the shares held in the
Employees' Stock Ownership ("ESOP") portion of the Standex Retirement
Savings Plan at June 30, 2004, which are vested to the accounts of
Ms. Rosen and Messrs. Stockburger and Storch. Messrs. Fix and Scott
are not yet vested to the ESOP. These individuals have voting power
over the shares allocated to them in this Plan. In the event of a
tender or exchange offer for the Common Stock of the Company, these
individuals (along with all other participants) will determine, on a
confidential basis, whether the Common Stock held in their accounts
should be tendered or exchanged.

(footnotes continued on following page)

The number of ESOP shares included above may differ slightly from the
ESOP shares reported on Form 4s and filed with the Securities and
Exchange Commission, due to the Company's adoption in April 2002 of
unitized accounting for the ESOP, under which each participant is
allocated a number of units (comprised of Company shares plus between
0% and 3% of their ESOP investment in cash), rather than a defined
number of Company ESOP shares.
The numbers also include the following shares which are capable of
being purchased by exercise of stock options or will be converted
from restricted stock units into shares of common stock within 60
days of July 31, 2004: Mr. Fix (5,560); Ms. Rosen (5,116); Mr. Storch
(2,514); and Mr. Stockburger (2,720).
The number includes two trusts holding 62,188 and 28,710 shares
respectively, of which Mr. Hogan is a trustee.

--------------------

Stock Ownership of Certain Beneficial Owners

The table below sets forth each stockholder who, based on public
filings, is known to the Company to be the beneficial owner of more than 5%
of the Common Stock of the Company as of July 31, 2004.

Beneficial Ownership
---------------------------
Percent of
Name and Address No. of Outstanding
of Beneficial Owner Shares Common Stock
------------------- ------ ------------

American Express Trust Company 953,331(1) 7.76%
American Express Financial Corporation as trustee
of the Standex International Corporation Retirement
Savings Plan Trust (formerly the Employees' Stock
Ownership Trust)
1200 Northstar West
Minneapolis, MN 55440-0534

Wedge Capital Management LLP 905,625(2) 7.42%
2920 One First Union Center
301 South College Street
Charlotte, NC 28202-6002

--------------------
This number includes shares allocated to participating employees'
accounts over which such participants have sole voting power.
Beneficial ownership shown is as set forth in American Express Trust
Company's most recently filed statement on Form 13D as of March 31,
2004.
Wedge Capital Management LLP is an investment advisory company
registered under Section 203 of the Investment Advisers Act of 1940.
It manages funds for clients. Its beneficial ownership as set forth
in its most recent statement on Form 13G, filed as of February 2,
2004, consists of 905,625 shares over which it has sole power to vote
or to direct the vote.

PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return
on the Company's Common Stock as of the end of each of the last five fiscal
years, with the cumulative total stockholder return on the Standard &
Poor's Small Cap 600 (Industrial Segment) Index and on the Russell 2000
Index, assuming an investment of $100 in each at their closing prices on
June 30, 1999 and the reinvestment of all dividends.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG STANDEX INTERNATIONAL CORPORATION, THE RUSSELL 2000 INDEX
AND THE S & P SMALLCAP 600 INDUSTRIAL SECTOR INDEX

Cumulative Total Return
-------------------------------------------------------------
6/99 6/00 6/01 6/02 6/03 6/04

STANDEX INTERNATIONAL CORPORATION 100.00 60.38 93.44 103.10 89.65 120.00
RUSSELL 2000 100.00 114.32 115.07 105.09 103.37 137.86
S & P SMALLCAP 600 INDUSTRIAL SECTOR 100.00 90.25 103.44 108.04 92.79 129.60

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is comprised of
three individuals, all determined by the Board to meet the criteria for
"independence" set forth under the rules of the New York Stock Exchange. It
has responsibility for establishing, monitoring and administering the
Company's executive compensation program. That program applies to the
Company's Chief Executive Officer, all other executive officers of the
Company, all division presidents, and those other management-level
employees who the Committee, upon the recommendation of the Chief Executive
Officer, elects to include. The Committee's duties and responsibilities are
described in greater detail in its charter adopted by the Board of
Directors. Shareholders and others may access the charter through the
Corporate Governance section of the Company's website, found at
www.standex.com.

The Committee has adopted a policy regarding executive compensation
to maintain a program (1) sufficient to attract, retain and motivate the
level of executive talent necessary to successfully manage and drive the
performance of a diverse and complex company, and
(2) that provides substantial incentives for those executives to achieve
specified financial and strategic business objectives which the Committee
believes create shareholder value. The Committee seeks to achieve the
foregoing through a balanced mix of base salary and short and long-term
incentive compensation, paid partly in cash and partly in stock.

To insure that the Company provides a competitive executive
compensation program, the Committee compares the Company's program with
those provided by two other groups of companies. One is a relatively small
group of peer companies comparable to the Company in size, type of business
and level of complexity. The second is a broader group of several hundred
industrial companies with sales of between approximately $250 million and
$1 billion. Many of these companies may have characteristics different from
the Company, but the Committee views them as a relevant comparison group,
because the Company competes with them for talent. To check its
compensation levels against those of the companies in the comparison
groups, the Committee reviews market survey data prepared by independent
consulting firms regarding the compensation, both in total and by
component, paid by companies in both groups, other published studies
describing the compensation practices of industrial companies in both
groups, and specific information on pay practices for executive positions
in peer organizations of comparable size, business diversity and
complexity.

The Committee frequently reviews the program and considers
appropriate changes. It undertook a review of the program during the early
part of fiscal year 2004, with the assistance of an independent
compensation consultant. This report describes the elements of the program
and the changes made to each of the elements as a result of the review. The
report also provides detail regarding each element of the compensation
received by the Chief Executive Officer of the Company in fiscal year 2004.

Base Salary

The Committee seeks to provide base salaries for the Company's senior
executives at a level that allows the Company to attract and retain
superior executive talent capable of managing and driving the performance
of a diverse and complex company with varied types of business operations.
As a result of the recent review of its compensation practices, the
Committee has determined that the target base salaries for executives in
the Company in the future should be at

approximately the 50th percentile of those paid by companies in the
comparison groups of companies used by the Committee to benchmark its
compensation levels. This represents a change from prior practice, which
targeted base salary in the 60th to the 75th percentile range of those in
the comparison groups. The Committee intends to increase the percentage of
an executive's total compensation opportunity tied to performance-based
incentives, which it deems a better way to attract, retain and motivate
talented executives than offering above-market base salaries. While the
Committee strives to provide base salary at the median level, it does not
intend to adhere to a rigid, formulaic approach and will also take into
account factors such as an individual's background, experience, relevant
personal and professional skills, and internal Company equity.

Incentive Compensation

The Committee believes that an appropriate incentive compensation
program is an essential part of motivating the Company's executives to
enhance the performance of the Company and thus build shareholder value. As
part of its review of the Company's overall executive compensation program,
the Committee made changes to the incentive compensation component of the
program that it believes will make the program more competitive and will
provide incentives to meet the performance objectives identified as most
critical to the success of the Company. The program continues to provide
for a mix of short and long-term incentive compensation in both cash and
equity-based forms. The Committee believes that the latter directly aligns
the interests of the Company's executives with those of shareholders.

SHORT-TERM INCENTIVE COMPENSATION
---------------------------------

Annual Cash Payments

The annual incentive compensation program provides an annual bonus
opportunity to the Company's senior executives and to about 800 employees
in total. The amount of bonus payable to a particular executive depends
upon two variable factors - (1) the extent to which the Company, or a
particular division for division presidents and their key executives,
achieves the financial and strategic performance goals set each year under
the Balanced Performance Plan ("BPP") process utilized by the Company, and
(2) the executive's "target" bonus, a percentage of base salary. The
Committee intends to set these targets such that if met, the bonus
compensation for the executives covered under the program will be above the
median relative to the bonus compensation provided by the comparison
groups.

Financial and Strategic Performance Goals

Under the BPP process, the Committee, after discussion and
consultation with management, sets specific financial and strategic
performance targets each year for the Company and each of its operating
groups and divisions. Although the Committee has the discretion to select
the criteria it believes appropriate, it has consistently in recent years,
including fiscal year 2004, selected revenues, earnings from continuing
operations and operating cash flow as the measures used to judge financial
performance. The measures of strategic performance will vary from year to
year, depending upon the Committee's determination of the business
imperatives of the Company and its operating groups and divisions for a
particular year. For fiscal year 2004, the measures adopted by the
Committee for the Company as a whole included key elements of the Company's
"focused diversity" strategy, including the completion of previously-
announced restructuring, realignment and consolidation programs and
progress in the making of certain acquisitions and divestitures, as

well as the attainment of a defined set of operational improvements. The
Committee approves related strategic goals for each of the operating groups
and divisions of the Company.

The percentage of an executive's target bonus attributable to
financial versus strategic performance can vary from year to year, at the
discretion of the Committee. For fiscal year 2004, 60 percent of each
executive's target bonus was tied to financial performance measures. The
amount of bonus attributable to financial performance can be more or less
than the amount of target bonus attributable to financial performance,
depending upon whether actual financial performance exceeds or falls short
of the targets. The amount of bonus attributable to strategic performance
can be less than, but not more than, the amount of target bonus
attributable to strategic performance. Executives must meet minimum
threshold performance levels before receiving any bonus.

Individual Target Bonuses

The Committee assigns to each executive to whom the program applies a
target bonus each year. The target bonus equals a percentage of each
executive's base salary. The percentage will vary among executives, with
higher percentages applying to executives with greater levels of
responsibility.

MSPP Shares

Because of the Committee's belief that a significant portion of the
incentive compensation paid to the Company's senior executives relates
directly to the equity performance of the Company, at least 20 percent of
the dollar amount of an executive's annual incentive compensation payment
must be used to purchase restricted stock units pursuant to the Management
Stock Purchase Program ("MSPP"). Executives may elect to use up to 50
percent of their annual incentive payment to acquire restricted stock units
under the MSPP. They must make the election prior to the beginning of the
fiscal year in which they earn the incentive compensation. They will
acquire restricted stock units with these funds at a 25 percent discount
from the "fair market value" of the Company's stock, which is defined to
mean the lower of the closing price of the Company's stock on either the
date of acquisition of the restricted stock units or the last trading day
of the fiscal year in which the incentive compensation used to fund the
acquisition is earned. The acquisition, the terms of which are determined
by the Committee, is generally made immediately following payment of the
annual incentive compensation, which takes place in mid-September of the
year following the fiscal year in which it was earned. Restricted stock
units acquired under the MSPP vest three years from the date on which they
are acquired, at which time shares of Company stock equal to the number of
restricted stock units will be distributed to participants who remain
employed by the Company. Dividends equal to the amount of common stock
dividends will accrue during the three-year vesting period and will be paid
in cash at the end of the three-year vesting period on the restricted stock
units held under the MSPP.

LONG-TERM INCENTIVE COMPENSATION
--------------------------------

The Committee believes that incentives based upon the longer-term
performance of the Company are an important component of an executive
compensation program. The Company's program provides that executives are
granted a long-term incentive award each year, the ultimate value of which
will depend upon the stock price and financial performance of the Company
over the longer term. The Committee intends to set the value of an
executive's long-term incentive award, if the executive meets the
performance targets, between the 60th and 75th percentile of the long-term

incentive compensation opportunities provided by the comparison groups of
companies. In fiscal year 2004, however, the Committee approved grants
generally at values not above the median level for those companies.

The Committee has made a significant change to the form of one
component of the long-term incentive compensation plan. Until fiscal year
2004, executives were granted the long-term incentive award partly in the
form of stock options and partly in the form of "performance share units"
("PSUs"). The Committee has determined, however, that making restricted
stock grants to its executives would better serve the ongoing interests of
the Company and its stockholders than would a continuation of the practice
of making annual stock option grants. One consideration used by the
Committee in making this determination was the possibility of a change in
accounting rules that would require the expensing of stock options.
Another, more significant factor was the fact that the grant of restricted
stock results in less dilution to the Company's shareholders, since each
share of restricted stock granted has significantly more value than does
each option granted, thus resulting in the need to issue fewer shares of
stock to provide the same incentive.

The Committee has the discretion to determine the percentage of an
executive's long-term incentive compensation award made in restricted stock
and the percentage made through the grant of PSUs. For fiscal year 2004,
executives received 50 percent of the value of the award in restricted
stock grants, and the remaining 50 percent in PSU grants. Awards of both
restricted stock and PSUs (as well as MSPP shares and other stock-based
compensation) are made under the 1998 Long Term Incentive Plan, which has
received shareholder approval.

Performance Share Units

The Committee has determined PSUs to be an important part of the
long-term executive compensation program, because they combine the
achievement of long-term financial goals with improvements in the Company's
stock price. Under this component of the program, executives receive awards
of a certain number of PSUs at the beginning of each fiscal year. Shares of
Company stock equal to the number of PSUs granted will be delivered to the
executive at the end of a three-year "performance period," if they have
achieved specified financial goals established at the time of grant at the
end of the performance period, and if the executive remains employed by the
Company. The number of shares of Company stock delivered to an executive at
the end of the performance period can be more than the number of PSUs
awarded (up to twice the number of PSUs awarded), or less, depending upon
whether actual performance exceeds or falls short of the performance goals.
If actual performance does not meet a specified minimum level of
performance, the executive will receive no shares at the end of the
performance period.

The Committee has the discretion to establish different performance
goals for each performance period. For PSUs granted in fiscal year 2004 for
the July 2003-June 2006 performance period, the performance goal
established by the Committee is a specified level of the compound annual
growth rate in earnings per share. This is different from the performance
goals established for the July 2001-June 2004 and July 2002-June 2005
performance periods, which were tied to improvements in return on total
capital and growth in operating income. The Committee made the change
because of its conclusion that a stronger correlation exists between the
Company's longer-term stock price and its level of earnings per share than
exists between longer-term stock price and improvements in return on total
capital and growth in operating income. The minimum performance goals
established for the 2001-2004 performance period were not met, so no shares
were distributed to any executives for PSUs granted for that performance
period. The awards of PSUs

to the Named Executives in fiscal year 2004, including the Chief Executive
Officer, are set forth in the Long Term Incentive Plan Awards in Fiscal
2004 Table on page 17 of this proxy statement.

Restricted Stock Grants

As described above, the Committee has determined to replace stock
options with grants of restricted stock as the second component of the
long-term incentive award. Although the Committee has discretion under the
terms of the 1998 Long Term Incentive Plan with respect to the terms of
restricted stock granted under the Plan, all of the shares awarded by the
Committee in fiscal year 2004 will become vested once three years have
elapsed from the date of the grant. Dividends, accrued over the three-year
vesting period, are paid in cash immediately upon full vesting. The shares
are forfeited if the grantee is no longer employed at the end of the three-
year period, except for specified reasons. Restricted stock grants made to
the Named Executives, including the Chief Executive Officer, in fiscal year
2004 appear in the Summary Compensation table on page 14 of this proxy
statement.

Fiscal Year 2004 Compensation of the Chief Executive Officer

The compensation for Mr. Fix for fiscal year 2004 was determined on
the same basis as for all other executives of the Company. As a result,
consistent with a wage freeze put in place for all salaried employees of
the Company during fiscal year 2004, Mr. Fix's salary was frozen at
$600,000 through all of fiscal year 2004. His annual incentive compensation
for fiscal year 2004 was determined to be $402,600, based upon a target
bonus equal to 50 percent of base salary, and the level of attainment by
the Company of the financial and strategic performance targets set for the
Company by the Committee. The financial performance targets were exceeded,
and the strategic performance targets fully met. Mr. Fix elected prior to
the beginning of fiscal year 2004 to use 25 percent of his bonus for that
year to purchase MSPP shares.

The Committee awarded Mr. Fix 7,900 shares of restricted stock under
the 1998 Long Term Incentive Plan in fiscal year 2004, determined in
accordance with the same formula as applied to all other executives
participating in the Plan. Mr. Fix was also granted 7,900 PSUs in fiscal
year 2004.

Policy on Deductibility of Compensation

The tax deductibility by a corporation of compensation in excess of
$1 million paid to the Chief Executive Officer and any other of its four
most highly compensated executive officers is limited by Section 162(m) of
the United States Internal Revenue Code (the "Code"). "Performance-based"
compensation, as defined in the Code, may be excluded from the $1 million
limit if, among other requirements, the compensation is payable only upon
attainment of pre-established, objective performance goals set out in
writing within 90 days after the beginning of the plan year to which the
goals apply, and if the compensation is paid under a plan approved by
shareholders. The Company does not have a formal policy of avoiding the
limitation on deductibility. Therefore, it may choose to do so if it
determines such action to be in the business interests of the Company.

Compensation Committee
Walter F. Greeley, Chairman
Daniel B. Hogan
H. Nicholas Muller, III

EXECUTIVE COMPENSATION

The following table shows for fiscal years ending June 30, 2004, 2003
and 2002, the cash compensation as well as certain other compensation, paid
to the Company's chief executive officer and the four other most highly
compensated executive officers, other than the chief executive officer, who
were serving as executive officers ("the named executive officers") during
the fiscal year ending June 30, 2004.

SUMMARY COMPENSATION TABLE

Long Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
--------------------------------- -------------------------- -------
Restricted Securities
Stock Underlying LTIP All Other
Name and Fiscal Bonus Awards Options / Payouts Compensation
Principal Position Year Salary($) ($)(2) ($) SARs(#) ($) (6)(7)
------------------ ------ --------- ------ ---------- ---------- ------- ------------

Roger L. Fix 2004 $600,000 $301,950 $327,434(3) -0- $ -0- $3,934
President/CEO 2003 $562,500 $150,000 $ 66,667(4) 27,800 $ -0- $ 235
2002 $291,667 $ 93,750 $577,916(5) 26,200 $ -0- $ -0-

Deborah A. Rosen 2004 $245,000 $105,212 $101,113(3) -0- $ -0- $4,030
Vice President/CLO 2003 $240,500 $ 52,240 $ 17,413(4) 9,100 $11,012(4) $5,235
2002 $223,250 $ 32,800 $ 10,933(5) 7,400 $ -0- $6,919

Christian Storch 2004 $240,000 $103,065 $ 97,951(3) -0- $ -0- $3,996
Vice President/CFO 2003 $230,000 $ 51,120 $ 17,040(4) 9,300 $ -0- $5,089
2002 $187,917 $ 28,000 $ 9,333(5) 5,400 $ -0- $6,436

Duane Stockburger(1) 2004 $225,000 $ 75,568 $104,331(3) -0- $ -0- $3,934
Vice President/Food Service
Equipment Group

Randy Scott(1) 2004 $225,000 $ 82,800 $ 88,750(3) -0- $ -0- $ 118
Vice President/Consumer
Group

--------------------
Mr. Stockburger became Vice President of the Food Service Equipment
Group in January, 2003. Mr. Scott joined the Company as Vice
President of the Consumer Group and President of Standard Publishing
in December, 2002.
The amounts disclosed represent the amount of annual bonus incentive
earned in fiscal year 2004 which was paid in cash. Annual bonus
incentive is based on performance in the year shown, but is
determined and paid during the following year. A portion of the total
bonus earned by each named executive will be used to purchase
restricted stock units ("RSUs") under the Management Stock Purchase
Plan ("MSPP") at a 25% discount from fair market value on either the
date of grant or the last day of the fiscal year in which the
incentive was earned (see the Compensation Committee Report on Page 9
of this proxy statement for additional details). Under the MSPP, each
participant is required to defer not less than 20% and no more than
50% of the amount received as annual bonus incentive for the purchase
of RSUs. RSUs are subject to a three-year cliff vesting period from
the date of acquisition. Executives must be then-currently employed
by the Company on the date of vest to receive the RSUs. Dividends
accrue and are paid in the form of cash on the vesting date. For
2004, the percentage deferred will be as follows: Mr. Fix: 25%; Ms.
Rosen and Mr. Storch: 20%; Mr. Stockburger: 30%; Mr. Scott: 20%. RSUs
will be purchased in or about mid-September, 2004 utilizing the
deferred amounts noted in footnote (3) herein. The amounts disclosed
in this column represent that portion of each named executive
officer's bonus that was not deferred into the MSPP. The deferred
portion, including the value of the 25% discount, is disclosed in the
column entitled Restricted Stock Awards (see footnote 3 below).

(footnotes continued on following page)

Amounts disclosed in this column for fiscal year 2004 represent the
value of restricted stock awards which were granted under the 1998
Long Term Incentive Plan to the named executive officers on October
1, 2003. The value is calculated by multiplying the closing market
price on the date of the grant ($24.46) by the number of shares
awarded, which were as follows: for Mr. Fix: 7,900; Ms. Rosen: 2,700;
Mr. Storch: 2,600; Mr. Stockburger: 2,500; Mr. Scott: 2,500. The
stock awarded will cliff-vest after three years, and recipients must
be employed at the date of vest in order to receive the restricted
stock. Dividends accrue during the vesting period, after which they
are paid in cash at the date of vest.
In addition, the amount disclosed in this column consists of the
deferred bonus portion and the dollar value of the 25% discount from
fair market value of the RSUs acquired in or about mid-September,
2004 (see footnote 2 above). The deferred portion of the bonus for
each named executive is as follows: Mr. Fix: $100,650; Ms. Rosen:
$26,303; Mr. Storch: $25,766; Mr. Stockburger: $32,386; Mr. Scott:
$20,700. "Fair market value" is defined under the MSPP as the lower
of the price of the Company's stock on either the last day of the
applicable fiscal year or the date on which the RSUs are acquired by
the named executives (typically in or about mid-September in a given
year). For 2004, the dollar value of the RSUs acquired at a 25%
discount is as follows: for Mr. Fix: $134,200; for Ms. Rosen:
$35,070; for Mr. Storch: $34,354; for Mr. Stockburger: $43,181; for
Mr. Scott: $27,600. Please note that if the "fair market value" of
the Company's stock on the last day of the applicable fiscal year is
lower than on the date on which the RSUs are actually acquired, the
discount will effectively be greater than 25%, and the value to the
named executives will be greater than is shown in the Table. Any such
additional RSUs acquired as a result will be reflected in subsequent
years in the footnotes to the Table in connection with the aggregate
number of unvested shares of restricted stock held by each executive
as of the end of the fiscal year.
At June 30, 2004, each named executive held the following aggregate
number of unvested shares of restricted stock (consisting of
restricted stock grants, RSUs acquired under the MSPP and performance
share units [PSUs] granted under the 1998 Long Term Incentive Plan),
which shares had the value set forth below based upon the closing
price of the Company stock ($27.20) on June 30, 2004: Mr. Fix: 57,656
shares with a value of $1,568,243; Ms. Rosen: 13,275 shares with a
value of $361,080; Mr. Storch: 12,630 shares with a value of
$343,536; Mr. Stockburger: 11,212 shares with a value of $304,966;
Mr. Scott: 7,880 shares with a value of $214,336. None of the shares
will vest in less than three years from the date on which they were
awarded. Dividends accrue and are paid in cash at the vesting date
with respect to the following number of shares for each named
executive: Mr. Fix: 28,156; Ms. Rosen: 4,075; Mr. Storch: 4,130; Mr.
Stockburger: 4,412; Mr. Scott: 2,880. The remaining shares represent
PSUs on which dividends are not payable.
The amount disclosed consists of the deferred bonus portion and the
dollar vaue of the 25% discount from fair market value of the RSUs
acquired pursuant to the MSPP on September 12, 2003. The actual
acquisition price for each RSU was $15.75, 25% below the fair market
value of $21.00 (the closing price on the last day of the fiscal
year). For fiscal year 2003, Mr. Fix deferred $50,000 and received
3,174 RSUs; Ms. Rosen deferred $13,060 and received 829 RSUs; and
Mr. Storch deferred $12,780 and received 811 RSUs. No restricted
stock was awarded to any of the named executives under the Long Term
Incentive Plan in fiscal year 2003. In addition, the amount reflected
for Ms. Rosen represents the dollar value of RSUs acquired on
September 10, 1999 pursuant to the MSPP that vested on September 10,
2002. Pursuant to this vesting, Ms. Rosen acquired 511 shares of
Company stock.
The amount disclosed consists of the deferred bonus portion and the
dollar value of the 25% discount from fair market value of the RSUs
acquired pursuant to the MSPP on September 13, 2002. The RSUs were
acquired for $15.0075 per RSU, 25% below the $20.01 closing price on
that date, which was the "fair market value" under the MSPP. For
fiscal year 2002, Mr. Fix deferred $31,250 and received 2,082 RSUs;
Ms. Rosen deferred $8,200 and received 546 RSUs; and Mr. Storch
deferred $7,000 and received 466 RSUs. In addition, the amount shown
for Mr. Fix reflects a grant of 25,000 shares of restricted stock
made under the 1998 Long Term Incentive Plan on December 3, 2001,
when he became employed by the Company. The price of the stock on the
date of the grant was $21.45. 40% of this grant vested on December 3,
2003. The remainder will vest in three equal annual installments on
December 3, 2004, 2005 and 2006.

(footnotes continued on following page)

All other compensation includes contributions made by the Company to
the Standex Employees' Stock Ownership Plan ("ESOP"), a defined
contribution plan that was merged along with the Company's 401(k)
Plan into the Standex Retirement Savings Plan in fiscal 2000. No
Company contribution was made to the ESOP in fiscal 2004. However,
forfeiture shares were allocated to each named executive's account
with the approximate following values: $185 for Mr. Fix, Ms. Rosen,
Mr. Storch and Mr. Stockburger and $118 for Mr. Scott. For fiscal
year 2003, the approximate forfeiture share waivers were $235 for Mr.
Fix, Ms. Rosen and Mr. Storch. Estimates of the aggregate amounts
contributed to this Plan during fiscal 2002 were $2,669 for Ms. Rosen
and Mr. Storch.
Included in this column are contributions to the Company's 401(k)
portion of the Standex Retirement Savings Plan as follows: for 2004:
$3,750 for Mr. Fix; $3,845 for Ms. Rosen; $3,812 for Mr. Storch; and
$3,750 for Mr. Stockburger. For 2003: $5,000 for Ms. Rosen and $4,854
for Mr. Storch; for 2002: $4,250 for Ms. Rosen and $3,767 for Mr.
Storch.

--------------------

The following table provides information on stock options exercised
during fiscal 2004 and options outstanding on June 30, 2004.

AGGREGATED OPTION/ SAR EXERCISES IN FISCAL 2004
AND FISCAL YEAR END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options at
at Fiscal Year End Fiscal Year End($)(2)
Shares Acquired Value Exercisable/(E) Exercisable/(E)
Name on Exercise (#) Realized ($)(1) Unexercisable/(U) Unexercisable/(U)
---- --------------- --------------- ------------------------------ -----------------------

Roger L. Fix 10,480 74,198 5,560(E) $15,902(E)
37,960(U) $84,200(U)

Deborah A. Rosen -0- -0- 21,500(E) $30,951(E)
16,260(U) $52,354(U)

Christian Storch 6,720 62,283 -0-(E) $ -0-(E)
11,480(U) $37,205(U)

Duane Stockburger -0- -0- 9,960(E) $19,570(E)
8,340(U) $26,770(U)

Randy L. Scott -0- -0- -0-(E) $ -0-(E)
-0-(U) $ -0-(U)

--------------------
Value Realized equals the fair market value of underlying securities
at time of exercise, minus the exercise price, multiplied by the
number of shares acquired without deducting for taxes paid by the
employee.
Calculated based on June 30, 2004 market price of $27.20 less the
price to be paid upon exercise.

The following table provides information on Performance Share Units
awarded under the 1998 Long Term Incentive Plan during fiscal 2004.

LONG TERM INCENTIVE PLAN AWARDS IN FISCAL 2004

Estimated
Future Payouts
Under Non-Stock
Performance or Price-Based Plans
Number of Other Period Until (Target Number of
Performance Maturation Performance Share
Name Share Units or Payout Units(1))
---- ----------- ------------------ -----------------

Roger L. Fix 7,900 July 2003-June 2006 7,900
Deborah A. Rosen 2,700 July 2003-June 2006 2,700
Christian Storch 2,600 July 2003-June 2006 2,600
Duane Stockburger 2,500 July 2003-June 2006 2,500
Randy L. Scott 2,500 July 2003-June 2006 2,500

--------------------
In fiscal year 2004, the Compensation Committee (the "Committee")
authorized the award under the 1998 Long Term Incentive Plan of
Performance Share Units ("PSUs"). The PSUs earned by the named
executives at the end of the three-year performance cycle will be
determined by the Board of Directors upon the recommendation of the
Committee. One PSU represents one share of Company Common Stock set
aside and designated as a PSU. At the end of fiscal year 2006,
Company performance goals will be examined to determine whether the
Company's long-term goals have been met such that PSUs may be
distributed. The performance goal established by the Committee is a
specified level of compound annual growth rate in earnings per share.
The Committee has the discretion to amend the performance measures
under the PSU program. Performance will vary depending upon results
measured by the Committee which could result in none of the PSUs
being distributed at the end of the three-year performance cycle. The
performance goals contain a 10% threshold goal and a 200% of award
superior goal as it relates to earnings per share. The threshold and
maximum amounts which may be distributed cannot be quantified with
certainty at this time. Recipients of the PSUs do not receive
dividend rights until such time as the shares underlying the PSUs
have been issued. There are no holding restrictions on the Company
stock once the PSUs are distributed.

Pension Plan Table

The following table shows the estimated annual benefits payable upon
retirement for the named executive officers in the Summary Compensation
Table and years of service classifications indicated under the Company's
retirement plans:

Years of Service
---------------------------------------------
Average Compensation 10 20 25 30
-------------------- -- -- -- --

200,000 27,000 54,000 67,500 81,000
300,000 40,500 81,000 101,250 121,500
400,000 54,000 108,000 135,000 162,000
500,000 67,500 135,000 168,750 202,500
600,000 81,000 162,000 202,500 243,000
700,000 94,500 189,000 236,250 283,500
800,000 108,000 216,000 270,000 324,000
900,000 121,500 243,000 303,750 364,500
1,000,000 135,000 270,000 337,500 405,000
1,100,000 148,500 297,000 371,250 445,500
1,200,000 162,000 324,000 405,000 486,000

Pensions are computed on a straight-life annuity basis and are not
reduced for Social Security or other offset amounts. Participants receive a
pension based upon average compensation in the three highest consecutive
calendar years multiplied by the number of years of service, times 1.35%.
Since July 1, 2002, accrual rates under the Company's qualified retirement
plan for certain named executives in the Summary Compensation Table are
3.85% for Mr. Fix and 1.35% for all other named executives in the Summary
Compensation Table. In addition, participants who were ever employed by the
Company in the position of Corporate Vice President, Senior Vice President,
Executive Vice President, General Counsel, Group Vice President or Division
Presidents receive an accrual rate of 1.35%. Average annual compensation is
determined by adding the three highest consecutive years' earnings and
dividing by three. From December 31, 1997 through June 30, 2002, the
accrual rates were as follows: Mr. Fix: 3.85% (from December 3, 2001, his
date of hire, through June 30, 2002); Ms. Rosen and Mr. Storch: 2.35%; any
participant ever employed by the Company in the capacity of Corporate Vice
President, Senior Vice President, Executive Vice President, General Counsel
or Group Vice President: 2.35%; any participant ever employed by the
Company in the capacity of Division President: 1.60%.

The Internal Revenue Code of 1986, as amended, limits the benefits
which may be paid from a tax-qualified retirement plan. As permitted by the
Employee Retirement Income Security Act of 1974, the Company has a non-
qualified Supplemental Retirement Plan to provide for the full payment of
the above pensions to the extent the pension amounts exceed tax-qualified
limits. The pension amounts that exceed tax-qualified limits are accounted
for by the Company as an operating expense and are accrued over the
expected working career of the employee.

As a mechanism for funding the pension amounts that exceed the tax-
qualified limits, in fiscal year 2000 the Company issued restricted stock
to salaried employees who are projected to have an unfunded Supplemental
Retirement Plan benefit greater than 20% of his/her total retirement
benefit. The restricted stock was issued pursuant to the 1998 Long Term
Incentive Plan ("LTIP"). The number of shares of restricted stock issued to
each such employee was dependent upon his/her age in fiscal year 2000. For
each such employee between ages 55 and 60, 50% of the

Supplemental Retirement Plan benefit is funded with restricted stock. For
each such employee between ages 60 and 63, 75% of the obligation is funded
with restricted stock, and for each such employee age 63 and older, 85% of
the obligation is funded with restricted stock. Each such employee made an
election to participate in this restricted stock award. At the employee's
respective retirement, if the value of the restricted stock equals or
exceeds the value of the supplemental benefit, the restricted stock only
shall be issued. If the value of the stock is less than the calculated
supplemental benefit, cash shall be used to satisfy the remaining unfunded
supplemental pension benefit.

The compensation covered by the pension benefit is based on the
combined amounts set forth under the headings "Salary" (on a calendar year
basis) and "Bonus" of the Summary Compensation Table. In addition, any
payouts from awards of Performance Share Units (see the table on page 17 of
this Proxy Statement) is added to the compensation covered by the pension
benefit. The years of credited service as of June 30, 2004 for the
executive officers named on the Summary Compensation Table are as follows:
Roger L. Fix, 3 years; Deborah A. Rosen, 18 years; Christian Storch, 5
years; Duane Stockburger, 7 years; and Randy Scott, 2 years.

Employment and Consulting Agreements and Change in Control Arrangements

Employment Agreements

Mr. Fix, Ms. Rosen and Messrs. Storch, Stockburger and Scott each
have employment agreements with the Company, which provide for full-time
employment for Mr. Fix through December 31, 2006, for Ms. Rosen through
December 31, 2005, for Mr. Storch through December 31, 2004, and for
Messrs. Stockburger and Scott through June 30, 2005. Ms. Rosen's agreement
is currently in the first automatic renewal period; the initial term of her
agreement expired on December 31, 2002. The agreement of Mr. Scott is also
in its first renewal term; the initial term of his agreement expired on
June 30, 2004. The agreements of Mr. Fix, Ms. Rosen and Mr. Storch provide
for automatic renewal for two consecutive three-year terms unless, under
Ms. Rosen and Mr. Storch's agreements, notice of termination is given one
year prior to the end of the then current term. Mr. Fix's agreement
provides for a 30 day termination notice during any initial or renewal
term. Mr. Scott's agreement provides for automatic one-year renewals from
July 1 through June 30 of each succeeding year, unless terminated with a 30
day termination notice during any initial or renewal term. There is no
renewal provision for Mr. Stockburger's agreement, which may be terminated
on 90 days written notice. The agreements provide for the payment of
minimum annual compensation to the executives along with participation in
benefit programs available to all executives. Their respective agreements
prohibit Mr. Fix, Ms. Rosen and Mr. Storch from competing with the present
or future business of the Company for two years subsequent to the
termination of their respective employments. The period of Messrs.
Stockburger's and Scott's non-compete covenant is one year. Mr. Fix
presently receives base compensation under his agreement at an annual rate
of $600,000, Ms. Rosen receives $245,000, Mr. Storch receives $240,000, Mr.
Stockburger receives $225,000 and Mr. Scott receives $225,000.

The respective employment agreements of Mr. Fix, Ms. Rosen and
Messrs. Storch, Stockburger and Scott contain provisions that protect the
executives from termination of employment in the event of a hostile change
in control as defined in their employment agreements. These provisions
require, in the event of termination subsequent to such a change in
control, payment of three times (one time for Messrs. Stockburger and
Scott) the respective executive's then current, annual base salary and
bonus, 100% vesting in all benefit plans in which the executive
participates

and three additional years (one year for Messrs. Stockburger and Scott) of
benefit service credited to the executive under the Company's retirement
plans. Additionally, all life and medical insurance plans would be
continued for three years (one year for Messrs. Stockburger and Scott) for
each terminated executive.

Further, the employment agreements of Mr. Fix, Ms. Rosen and Mr.
Storch contain provisions providing that, in the event of a hostile change
in control as defined in their employment agreements, and if in such event
the Internal Revenue Service (the "IRS") imposes an excise tax on the
payments received under the respective employment agreements, then the
Company will fully fund any excise tax assessed against the named
executive, such that the payments received by the named executive will not
be reduced by any IRS-imposed tax penalty.

OTHER INFORMATION CONCERNING THE COMPANY

BOARD OF DIRECTORS AND ITS COMMITTEES

Six meetings of the Board of Directors were held during the fiscal
year ended June 30, 2004. Each incumbent director of the Company attended
at least 75% of the meetings held during the year by the Board and all
committees on which the director served. In July, 2003, the Board adopted
Corporate Governance Guidelines which set forth the policies and procedures
for the effective performance of management duties by the Board of
Directors. These Guidelines can be found on the Company's website at
www.standex.com under the heading Corporate Governance.

Compensation Committee

The Board has a Compensation Committee consisting of Messrs. Greeley
(Chairman), Hogan and Muller. During fiscal 2004, the Committee held five
meetings. The Committee makes recommendations to the Board on the
compensation of the top management of the Company and reviews the
compensation of top divisional management of the Company. Between meetings
of the Board of Directors, the Committee exercises the powers of the Board
pertaining to the Employee Stock Purchase Plan, the 1994 Stock Option Plan
and the 1998 Long Term Incentive Plan.

Audit Committee

Messrs. Landry (Chairman), Fenoglio and Greeley served during fiscal
year 2004 on the Company's Audit Committee. All of these directors are
independent as defined by the New York Stock Exchange rules. The Board of
Directors has designated Messrs. Landry and Fenoglio as "audit committee
financial experts" as defined by the New York Stock Exchange rules. Mr.
Landry will be resigning from the Board effective on the date of the Annual
Meeting of Shareholders. It is the Company's intention that he will be
replaced by an independent director who will serve on the Audit Committee
during fiscal year 2005. During fiscal 2004, the Committee met on eight
occasions. The Audit Committee reviews, both prior to and after the audit,
the Company's financial reporting function, the scope and results of the
audit performed (or to be performed) by the independent auditors of the
Company and the adequacy of the Company's internal controls and reports
thereon to the Board of Directors. The Committee operates pursuant to a
charter, which may be found on the Company's website at www.standex.com.
The report of the Committee for the past fiscal year appears below.

Audit Committee Report

The Audit Committee of the Board of Directors (the "Committee") is
entirely made up of independent directors as defined in the New York Stork
Exchange listing standards. It operates pursuant to a written charter,
which may be reviewed on the Company's website at www.standex.com.

The Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility
for internal controls, the financial statements and the reporting process.
The independent auditors are responsible for expressing an opinion on the
conformity of the Company's audited financial statements with U.S.
generally accepted accounting principles. The Audit Committee's
responsibility is to monitor and oversee these processes on behalf on the
Board of Directors.

The Audit Committee pre-approves all audit and non-audit services
performed by the independent auditor, as well as respective fees. The Audit
Committee will periodically grant general pre-approval of certain audit and
non-audit services. Any other services must be specifically approved by the
Audit Committee. In periods between Audit Committee meetings, the Audit
Committee may delegate authority to one member to pre-approve additional
services, and such pre-approvals are then communicated to the full Audit
Committee.

In this context, the Committee has reviewed and discussed with
management and the independent auditors the audited financial statements.
The Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees), as amended by Statements on Auditing
Standards Nos. 89 and 90. In addition, the Committee has received from the
independent auditors the written disclosures required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and discussed with them their independence from the Company and
its management. And, the Committee has considered whether the independent
auditors' provision of non-audit services to the Company is compatible with
maintaining the auditors' independence.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors, that the audited financial
statements be included in the Company's Annual Report on SEC Form 10-K for
the year ended June 30, 2004, for filing with the Securities and Exchange
Commission.

Audit Committee
C. Kevin Landry, Chairman
William R. Fenoglio
Walter F. Greeley

Corporate Governance/Nominating Committee Report

The Corporate Governance/Nominating Committee of the Board of
Directors, comprised of Messrs. Muller (Chairman), Greeley and King, all of
whom the Board determined to be "independent" within the meaning given to
that term under the rules of the New York Stock Exchange ("NYSE"), is
responsible for developing, reviewing, maintaining and recommending to the
Board principles and guidelines of corporate governance for the operations
of the Board and insuring the Board's compliance with applicable
regulations and standards of the SEC and NYSE. The Committee also
recommends to the Board candidates for consideration for Board membership.

The Committee Charter describes its duties and responsibilities in
greater detail. The Charter was adopted by the Board of Directors in July,
2003. Stockholders and others may access the Charter through the Corporate
Governance section of the Company's website, which can be found at
www.standex.com.

During fiscal year 2004, the Committee met on seven occasions.

Process for Identifying and Evaluating Candidates for Director

The Corporate Governance/Nominating Committee considers candidates
for Board membership suggested by its members and other directors, as well
as management and shareholders. The Committee may also retain a third party
executive search firm to identify candidates. When such a search firm is
engaged, the Committee sets the fees and scope of engagement. A shareholder
who wishes to recommend a prospective nominee for the Board should notify
the Committee in writing using the procedures described below under
Communications with Directors, attaching any supporting material the
shareholder considers appropriate. Nominees recommended by shareholders are
subject to the same evaluation process described herein as are all other
prospective candidates.

The Committee will review and evaluate each candidate it believes
merits serious consideration, taking into account all available information
concerning the candidate, the qualifications for Board membership
established by the Committee and described below, the existing composition
and mix of talent and expertise on the Board, the balance between
management and independent directors and other factors it deems relevant.

Each prospective candidate will be evaluated against the standards
and qualifications set forth in the Company's Corporate Governance
Guidelines (found at the Company's website), as well as by criteria of
preferred experiences and qualities established by the Committee. Among the
qualifications the Committee prefers are various professional experience
requirements (including familiarity with manufacturing, international
business and financial accounting and controls) and personal qualities
(including integrity, judgment, both the capacity and desire to make a
significant time commitment to the Board, and a willingness to become a
shareholder).

In connection with this evaluation, the Committee decides whether to
interview the prospective nominee and, if warranted, invites the President
and CEO and the Chairman of the Board also to meet with prospective
candidates. The Committee Chairman conducts due diligence in checking each
candidate's references. After completing this evaluation and interview
process, the Committee forwards all pertinent materials and makes a
recommendation to the full Board in

advance of a meeting in which the Committee will propose a candidate for
Board action. The Board then acts on the election of the candidate or
nomination for consideration of shareholders.

While the Corporate Governance/Nominating Committee had a
longstanding policy of accepting nominees for directors directly from
shareholders, this informal policy had not previously been memorialized.
During fiscal 2004, the Committee formalized this policy, and it now
appears in the Corporate Governance Guidelines.

During fiscal year 2004, the Committee utilized the process described
above in recommending three prospective Board members to the Board of
Directors. The Board appointed candidates Charles H. Cannon, Jr., and
Thomas E. Chorman in May and June, 2004, respectively, and nominated Gerald
H. Fickenscher for the consideration of shareholders. Messrs. Cannon,
Chorman and Fickenscher were identified initially by third party firms
retained by the Committee to assist in the director search process. These
three candidates, all of whom are independent, are nominated for election
by the shareholders of the Company to the Board of Directors in this proxy.

Executive Sessions of Non-Management Directors

Under the Board's Corporate Governance Guidelines, the non-management
directors of the Board meet in regularly scheduled executive sessions.
These scheduled sessions are generally presided over by Mr. King, Vice
Chairman of the Board.

Director Attendance Policy

It is the policy of the Board, pursuant to its Corporate Governance
Guidelines, that each director has a duty to attend, whenever possible, all
meetings of the Board and of each Committee on which the director serves
and to review in advance all meeting materials. In addition, each director
is expected to attend the Annual Meeting of Shareholders.

Committee and Director Evaluations

Written questionnaires prepared by the Corporate
Governance/Nominating Committee are used by the directors to evaluate the
Board as a whole and its various Committees. The evaluation process was
completed for the first time in fiscal year 2004, and it will be repeated
annually. Directors submit completed questionnaires to the Chief Legal
Officer, who summarizes the results without attribution, and reports the
results to the Board and to each Committee. The full Board discusses
summaries of the assessments and Committee evaluations with a view to
enhancing the overall performance of the Board.

Communicating with Directors

The Board of Directors welcomes shareholder input and suggestions.
The Board of Directors will regard all appropriate communication from
shareholders seriously and will promptly address it. The Board has adopted
the following procedure for shareholders and other interested parties to
contact members of the Board, its committees and the non-management
directors as a group. Correspondence, addressed to any individual director,
group or committee chair or the Board as a whole, should be sent c/o the
Corporate Governance Officer, Standex International Corporation, 6 Manor
Parkway, Salem, NH 03079. Shareholders may also communicate electronically
by

sending an email to Boardofdirectors@standex.com. The message line should
specify the individual director, committee or group that the shareholder
wishes to contact.

All communication will be distributed to the Board, or to any
individual director or directors as appropriate, depending on the facts and
circumstances outlined in the communication. The Corporate Governance
Officer shall use discretion in declining to forward communication
unrelated to the duties and responsibilities of the Board, including but
not limited to communication in the nature of advertisements or promotions,
employment inquiries or resumes, surveys or other forms of mass mailings.
However, all communication, regardless of its nature, will be cataloged,
archived and periodically reported to the Board for its information and
use.

CORPORATE GOVERNANCE/NOMINATING COMMITTEE

H. Nicholas Muller, III, Chairman
Thomas L. King
Walter F. Greeley

Directors' Fees

During fiscal 2004, the Company paid certain non-employee directors
$22,000 as a retainer plus $1,000 for each Board meeting attended in
person; $500 for meetings conducted telephonically. Each director also
received $750 for each Committee meeting attended. Additionally, non-
employee directors serving as Committee chairmen were paid $1,000 for
serving in that capacity for the fiscal year. These fees were not increased
from amounts paid to directors in the prior fiscal year.

Indebtedness of Management

During fiscal year 2003, the Company prohibited executive officers
and directors from participating in its Stock Option Loan Plan. Pursuant to
the Sarbanes-Oxley Act of 2002, public companies (including the Company)
are prohibited from making loans or otherwise extending or arranging for
credit for executive officers or directors.

All loans previously extended by the Company to executive officers or
directors under its Stock Option Loan Plan have been repaid in full at
market interest rates.

PROPOSAL 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee has appointed the firm of Deloitte & Touche LLP,
independent public accountants, as auditors of the Company for the year
ending June 30, 2005. This firm and two of its predecessor firms have been
auditors of the Company since 1955. While ratification by the shareholders
of this appointment is not required by law or by the Company's articles of
incorporation or bylaws, the Company's management believes that such
ratification is desirable.

It is expected that representatives of Deloitte & Touche LLP will be
present at the Annual Meeting of Stockholders where they will have the
opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.

INDEPENDENT AUDITORS' FEES

The following table summarizes the aggregate fees billed to the
Company by the independent auditor:

($ in thousands) 2004 2003
---- ----

Audit Fees (a) $1,377 $ 838
Audit-Related Fees (b) 37 19
Tax Fees (c) 872 722
All Other Fees (d) 0 26
------ ------
Total $2,286 $1,605
====== ======

--------------------
(a) Fees for audit services billed related to fiscal year 2004 consisted
substantially of the following:
* Audit of the Company's June 30, 2004 annual financial
statements
* Reviews of the Company's quarterly financial statements in
fiscal year 2004
* Initial planning of internal control attestation procedures as
required by the Sarbanes-Oxley Act of 2002, Section 404 prior
to the delay in effective date for the Company

Fees for audit services billed related to fiscal year 2003 consisted
substantially of the following:
* Audit of the Company's June 30, 2003 annual financial
statements
* Reviews of the Company's quarterly financial statements in
fiscal year 2003

(b) Fees for audit-related services billed related to fiscal year 2004
and 2003 consisted of the following:
* Agreed upon procedures related to dispositions in fiscal year
2004
* Filing of SEC Form S-8 in fiscal year 2003

(c) Fees for tax services billed in 2004 and 2003 consisted substantially
of tax compliance and tax planning and advice in relation to:
* Preparation of original and amended tax returns
* Support for amended R&D tax credit claims
* Tax planning and advice services are rendered with respect to
proposed transactions or that alter a transaction to obtain a
particular tax result. These services consisted of the
following:
* Tax payment planning services

(d) Fees for all other services billed in 2003 consisted of permitted
non-audit services, such as the following:

* US and United Kingdom personal tax return preparation for
expatriates
* State and Federal employee tax analysis

2004 2003
---- ----

Tax Planning & Advice Fees and All Other Fees, as a percentage
of total fees 6.6% 13.4%

The fees related to the services above were approved by the Audit
Committee. The independent auditor began a Research & Development tax
credit project prior to implementing the Audit Committee's pre-approval
policy. Tax fees in the amount of $589,000 have been billed, and
subsequently approved by the Audit Committee, related to this project.
These fees are reflected in the fiscal 2004 tax fees above.

In considering the nature of the services provided by the independent
auditor, the Audit Committee determined that such services are compatible
with the provision of independent audit services. The Audit Committee
discussed these services with Company management and the independent
auditor to determine that they are permitted under the rules and
regulations concerning auditor independence promulgated by the U.S.
Securities and Exchange Commission ("SEC") to implement the Sarbanes-Oxley
Act of 2002, as well as the American Institute of Certified Public
Accountants.

Pre-Approval Policy
-------------------

The services performed by the independent auditor in fiscal year 2004
were approved in accordance with the pre-approval policy and procedures
adopted by the Audit Committee at its September 2, 2003 meeting and as
amended at the May 4, 2004 meeting.

As required by the policy, annually the Audit Committee is provided a
description of the services to be provided for each category and fees to be
incurred. The policy describes the permitted audit, audit-related, tax, and
other services that the independent auditor may perform, and the Audit
Committee approves the established level of fees for the respective fiscal
year. Any subsequent requests for audit, audit-related, tax and other
services not previously submitted and approved by the Audit Committee for
specific pre-approval may not commence until such approval has been
granted.

A quarterly status of the actual services performed to date is
provided to the Audit Committee by the independent auditor. Normally, pre-
approval is provided at regularly scheduled meetings. However, the
authority to grant specific pre-approval between meetings, as necessary,
has been delegated to the Chairman of the Audit Committee for services not
to exceed $50,000. The Chairman must update the Audit Committee at the next
regularly scheduled meeting of any services that were granted such specific
pre-approval.

A copy of the Company's Annual Report on Form 10-K has been mailed
along with this Notice of Annual Meeting and Proxy Statement to
shareholders. Additional copies of the Company's Annual Report on Form 10-K
may be obtained, without charge, by writing to Standex International
Corporation, Investor Relations Department, 6 Manor Parkway, Salem, NH
03079. Alternatively, Form 10-K may be reviewed on line at:
www.standex.com.

OTHER PROPOSALS

Management does not know of any other matters which may come before
the meeting. However, if any other matters are properly presented at the
meeting, it is the intention of the persons named in the accompanying proxy
to vote, or otherwise act, in accordance with their judgment on such
matters.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to the Securities Exchange Act of 1934, the Company's
executive officers, directors and persons who own more than 10% of the
Company's Common Stock are required to file reports of ownership and
changes in ownership in the Common Stock of the Company under Section 16(a)
with the Securities and Exchange Commission and the New York Stock Exchange
with copies of those reports filed with the Company.

Based solely upon a review of the copies of the reports furnished to
the Company, the Company believes that during fiscal 2004 all executive
officers, directors and persons holding more than 10% of the Company's
Common Stock have complied with such filing requirements, except as
follows.

In September, 2003, during the period in which certain executive
officers became vested to certain Restricted Stock Units acquired in
September, 2000 under the Company's Management Stock Purchase Plan
("MSPP"), an internal administrative error caused delayed reporting of the
vesting aspect of the transactions, which took place on September 14, 2003
but which was not reported until September 23, 2003. The reporting protocol
has been updated and corrected to ensure that this oversight will not
recur. As a result, the following insiders each had an untimely filing for
these MSPP vesting transactions: Ms. Rosen and Messrs. Crichton, Trainor
and Stockburger.

Further, on December 29, 2003, Directors Trainor and Crichton sold
certain shares owned by them, which transactions were not reported until
January 7, 2004 (for Mr. Trainor) and January 8, 2004 (for Mr. Crichton)
due to communication issues caused as a result of holiday and travel
schedules and unavailability of certain personnel.

Finally, Director John Bolten, Jr. (who retired from the Board in
May, 2004) had two untimely filings during the fiscal year. Mr. Bolten sold
shares of Company stock on January 30, and February 12, 2004, but his
financial advisors failed to apprise the Company of such transactions until
February 17, 2004, when the appropriate Form 4 was filed.

STOCKHOLDER PROPOSALS

Any stockholder desiring to submit a proposal for consideration at
the 2005 Annual Meeting of Stockholders must submit such proposal to the
Company, in writing, on or before May 16, 2005.

In order for a shareholder to bring other business before a
shareholder meeting, timely notice must be received by the Company on or
before July 29, 2005.

By the Board of Directors

/s/ Deborah A. Rosen

Deborah A. Rosen, Secretary

September 13, 2004

931-PS-04

STANDEX INTERNATIONAL CORPORATION

Annual Meeting of Stockholders

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.
ACCORDINGLY, YOU ARE URGED TO PROMPTLY VOTE YOUR PROXY IN ACCORDANCE WITH
THE INSTRUCTIONS ON THE REVERSE SIDE. IF YOU SO CHOOSE, YOU MAY VOTE YOUR
SHARES IN PERSON AT THE ANNUAL MEETING.

DETACH HERE ZSDX22
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PROXY

STANDEX INTERNATIONAL CORPORATION

Annual Meeting of Stockholders

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoint(s) Roger L. Fix and Deborah A. Rosen as
proxies, with full power of substitution, and hereby authorizes them or any
of them to vote the stock of the undersigned at the Annual Meeting of
Stockholders of Standex International Corporation (the "Company") to be
held at Bank of America, 100 Federal Street, Boston, Massachusetts, on
Tuesday, October 26, 2004 at 11:00 a.m., and at any adjournments thereof,
as indicated below on the proposals described in the Notice and Proxy
Statement for such meeting and in their discretion on other matters which
may properly come before the meeting.

In connection with those shares (if any) held by me as a participant in the
Standex Retirement Savings Plan (the "Plan"), I hereby direct the trustee
of the Plan in which I participate to vote all vested shares allocated to
my account under such Plan on September 7, 2004 in accordance with the
instructions on the reverse side of this proxy card or, if no instructions
are given, in accordance with the Board of Directors' recommendations, on
all items of business to come before the Annual Meeting of Stockholders to
be held on October 26, 2004 or any adjournment thereof. Under the Plan, the
shares for which no signed proxy card is returned or for which voting
instructions are not timely received or are improperly executed shall be
voted by the trustee in the same proportions on each proposal for which
properly executed instructions were timely received.

Unless otherwise instructed, this proxy will be voted FOR all nominees
listed in Proposal 1 and FOR Proposal 2.

(Important - To be Signed and Dated on Reverse Side) SEE REVERSE
SIDE

[LOGO] STANDEX
INTERNATIONAL CORPORATION
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

-----------------------
| |
| |
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Your vote is important. Please vote immediately.

---------------------------------------------------------------------------
Vote by Internet Vote by Telephone
OR
Log on to the Internet and go to Call toll-free
http://www.eproxyvote.com/sxi 1-877-PRX-VOTE (1-877-779-8683)
---------------------------------------------------------------------------

If you vote over the Internet or by telephone, please do not mail your
card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZSDX21
---------------------------------------------------------------------------

[x] Please mark 0931
votes as in
this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE PROPOSALS.

1. Election of Directors.
For one year terms expiring in 2005: Nominees:
(01) Thomas E. Chorman, (02) Gerald H. Fickenscher
FOR AGAINST ABSTAIN Nominees: For two year terms expiring in 2006:
(03) Charles H. Cannon, Jr., (04) Christian Storch
For three year terms expiring in 2007:Nominees:
(05) William R. Fenoglio, (06) Walter F. Greeley,
(07) Thomas L. King, (08) Deborah A. Rosen

FOR WITHHELD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES

[ ] ------------------------------------------
For all nominee(s) except as written above

2. To ratify the appointment by the Audit Committee
of Deloitte & Touche LLP as independent auditors.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

To transact such other business as may come before the meeting.

MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Sign exactly as name appears on this Proxy. If the
shares are registered in the names of two or more
persons, each should sign. Executors, administrators,
trustees, partners, custodians, guardians, attorneys,
and corporate officers should add their full titles.

Signature: ______________ Date: _____ Signature: ______________ Date: _____