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                                                                  Exhibit 10.21C


                              FOURTH AMENDMENT TO
                        KEWAUNEE SCIENTIFIC CORPORATION
                     EXECUTIVE DEFERRED COMPENSATION PLAN

                          (Effective January 1, 1992)


     The Kewaunee Scientific Corporation Executive Deferred Compensation Plan,
as established effective January 1, 1992, and previously amended, is hereby
further amended this 1st day of December, 1998, effective January 1, 1999
(except as otherwise provided below), as follows:

     1.   Section 2.1 is amended by the addition of the following sentence: "The
Committee may delegate all or any portion of its authority to such persons as it
may determine, and may revoke or revise any such delegation at any time. Unless
and until otherwise determined by the Committee, the authority of the Committee
to establish rules, regulations and procedures that are administrative or
ministerial in nature shall be exercised by the Company's Vice President of
Human Resources (or such other officer or employee of the Company as may occupy
a comparable position)."

     2.   Section 3.2 is amended to read as follows:

          "3.2  Return on Pay Deferral Account.  The return on Pay Deferral
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Accounts shall be calculated as provided below, and shall be determined and
credited or charged at the end of each business day. The Committee shall from
time to time designate up to eight Declared Rates (as defined below), and each
Participant may elect to have the balance in his Pay Deferral Account divided
into subaccounts in percentage increments (which shall be multiples of 5%), each
of which shall be credited or charged with a rate of return (positive or
negative) based on the Declared Rate elected by the Participant for such
subaccount. Each new amount that is credited to a Participant's Pay Deferral
Account shall be divided amount such subaccounts in accordance with the
percentages so elected by the Participant. A Participant may, in accordance with
procedures established by the Committee, either transfer amounts from one
subaccount to another, change the percentages of amounts that will be allocated
to subaccounts in the future, or both, but no more often than once in every 30
days (or such other period as may be determined by the Committee).

          For purposes of the Plan, each "Declared Rate" shall be the actual
rate of return (including unrealized gain and loss) that would be earned on an
actual investment in a predetermined mutual fund selected by the Committee,
reduced, if the Committee so determines, by an administrative charge. The
Committee shall have the right in its sole discretion to designate Declared
Rates, to change the available Declared Rates from time to time, and to
determine the Declared Rate applicable to the Pay Deferral Account of a
Participant who has not made a valid election; provided that all changes in
Declared Rates shall be applied prospectively
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only, and no Declared Rate shall be used which would cause any portion of the
earnings on a Pay Deferral Account to be considered additional compensation for
federal income tax purposes.

          Deferrals will not necessarily be invested by the Company in the
investment funds the performance of which is used to determine the Declared
Rates."

     3.   Effective December 1, 1998, Section 5.2 is amended by adding the
following new paragraph following the first paragraph of said Section:

          "After his initial date of participation, a Participant may change his
or her elected method of distribution to any method permitted by the preceding
paragraph by filing a written election with the Company in accordance with such
procedures as the Committee may prescribe, provided that such election is
received more than one year prior to the Participant's termination of
employment. If a Participant terminates employment for any reason on or prior to
the anniversary of the date on which such election is received, such election
shall be void and such Participant's benefit shall be distributed in accordance
with the preceding paragraph as if such election had not been made."

     4.   The last sentence of Section 5.2 is deleted and the following
substituted in lieu thereof: "Each installment payment shall be charged to the
subaccounts into which the Participant's Account is divided pursuant to Section
3.2 in the same percentages that new amounts were credited prior to his
termination of employment. The Participant may change such percentages, or
transfer amounts between subaccounts, in accordance with the provisions of
Section 3.2 until his Account is distributed in full, subject to such additional
restrictions and procedures as the Committee may require."

     5.   In all other respects, the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be
executed by its duly authorized officers on the date and year first above
written.

                                KEWAUNEE SCIENTIFIC CORPORATION

                                By /s/ D. M. Parker
                                   ----------------

                                Its Secretary

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