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                                                                   Exhibit 10.46

                        KEWAUNEE SCIENTIFIC CORPORATION

                                FISCAL YEAR 2002
                              INCENTIVE BONUS PLAN


The Fiscal Year 2002 Incentive Bonus Plan (the Plan) will provide for a bonus
pool and bonus payouts based upon achievement of various levels of pre-tax
earnings (after bonus accruals) for the year and other conditions described
herein, as approved by the Company's Board of Directors.  The Plan is proposed
as a one-year plan for Fiscal Year 2002

The provisions of the Plan are:

1. ELIGIBILITY OF PARTICIPANTS TO SHARE IN THE BONUS POOL

   a. Eligible participants of the Plan will be nominated by the President and
      approved by the Board of Directors, upon recommendation by the
      Compensation Committee.  The bonus potential percentages for each
      participant in the Plan will also be approved by the Board of Directors,
      upon recommendation by the Compensation Committee.

   b. Each participant will be eligible to share in the pool up to the specified
      percentage of his or her May 1, 2001 base salary.

   c. In addition to individuals reporting directly to the President, managers
      fulfilling the following criteria are eligible to participate in the Plan:

      1.  Salary Grade 14 or above;
      2.  Seniority of one year or more;
      3.  Is not currently in another incentive plan (e.g., sales plan);
      4.  Is a direct report to a direct report to the President; or
      5.  Is a manager recommended by the President.

   d. Participants in the Plan and their applicable bonus potential amounts are
      shown on Exhibits I through III to the Company's FY 2002 Bonus Schedules
      (all Exhibits referred to in this Plan are exhibits to such Schedules).

2. BUILDING OF A BONUS POOL

   a. Division Pools

      . The divisions (the Laboratory Products Group and the Technical Furniture
        Group) will start to accrue pools for potential bonus payouts once pre-
        tax operating earnings of each division reach the amounts shown as Goal
        1 on
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         Exhibits I and II, and maximum incentive bonus payouts will be accrued
         and available for payout based upon the guidelines shown on those
         exhibits.

   b.  Non-divisional Corporate Pool

       . A pool will start accumulating once pre-tax earnings reach the amounts
         shown on Exhibit III, and maximum bonus payouts will be accrued and
         available for payout based upon the guidelines shown on that exhibit.

3. BONUS PAYOUT CONDITIONS

       . If the Company achieves pre-tax earnings less than the amount shown as
         Goal 1 on Exhibit III, no awards will be paid to any non-divisional
         corporate employee, except at the discretion of the Board of Directors,
         upon recommendation by the Compensation Committee.

       . If a division achieves pre-tax earnings less than the amounts shown for
         it as Goal 1 on Exhibits I and II, no awards will be paid to its
         employees except at the discretion of the Board of Directors, upon
         recommendation by the Compensation Committee.

       . All division participants will earn their awards dependent on their
         division's performance and their individual MBO performance.

       . Beginning with the achievement of Goal 1, the bonus potential
         percentage for each participant is linear between each goal with the
         corresponding increase in pre-tax earnings, up to the individual's
         maximum bonus potential percentage.

       . Positive or negative financial adjustments outside the control of
         management (such as, but not limited to, proceeds from insurance
         claims, gains or losses from the sale of capital assets, adoption of
         new generally accepted accounting pronouncements, etc.) will be
         assessed by the Board of Directors and the pre-tax earnings under the
         Plan may be adjusted for these items.

       . Any portion of the bonus pool not awarded to participants will be
         retained by the Company.

       . If a participant transfers between performance entities during the
         year, his or her incentive compensation will be based on the
         performance of the respective entities on a pro rata basis from his or
         her transfer date as determined by the President.

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       . A participant must be an employee of the Company on the last day of the
         plan year (April 30) to be eligible to receive a bonus. In unusual
         circumstances, however, the Board of Directors, upon recommendation by
         the Compensation Committee, may grant a discretionary bonus.

       . The Board of Directors, upon recommendation by the Compensation
         Committee, may approve the pro rata participation of a participant who
         joins the Company or who is appointed to a key position within the
         Company after the outset of the Plan year, with a pro rata increase in
         the bonus pool.

4. PARTICIPANT'S BONUS POTENTIAL

   Each participant's bonus potential will be comprised of the following:

       . A Fixed Bonus equal to 75% of each participant's bonus potential will
         be based on achievement of corporate or divisional pre-tax earnings
         goals, as set forth in the Plan, and

       . A Discretionary Bonus up to the remaining 25% of each participant's
         bonus potential will be calculated, taking into account the
         participant's MBO achievements and other relevant factors during the
         year. The discretionary portion of each participant's bonus will take
         into account the participant's achievement of management goals
         established, and weighted, in July 2001, and approved by the President.
         The degree of achievement of these goals will be recommended by each
         participant's manager immediately subsequent to April 30, 2002, and the
         discretionary bonus, if any, will then be determined and awarded at the
         discretion of the Board of Directors, upon recommendation by the
         President and the Compensation Committee.

5. The Plan may be amended at any time by the Board of Directors.

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