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                                                                     EXHIBIT 4.3


AS AMENDED BY SHAREHOLDERS ON DECEMBER 12, 2001






                              ROBBINS & MYERS, INC.


                       1999 LONG-TERM INCENTIVE STOCK PLAN


















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                 1999 LONG-TERM INCENTIVE STOCK PLAN, AS AMENDED

SECTION 1. PURPOSE

          The purpose of this 1999 Long-Term Incentive Stock Plan (the "Plan")
is to promote the long-term success of Robbins & Myers, Inc. (the "Company") by
providing financial incentives to key employees of the Company and its
subsidiaries who are in positions to make significant contributions toward such
success. The Plan is designed to attract individuals of outstanding ability to
employment with the Company and its subsidiaries and to encourage key employees
to acquire a proprietary interest in the Company through stock ownership, to
continue employment with the Company and its subsidiaries, and to render
superior performance during such employment. To accomplish the purposes of the
Plan, the Board of Directors of the Company establishes the Plan and authorizes
the Committee referred to in Section 4 to administer the Plan in such manner and
on such conditions as it deems appropriate, subject to the provisions of the
Plan.

SECTION 2. DEFINITIONS

          (a) "Board" means the Board of Directors of the Company.

          (b) "Change of Control" means and shall be deemed to have occurred on
(i) the date upon which the Company is provided a copy of a Schedule 13D, filed
pursuant to Section 13(d) of the Securities Exchange Act of 1934 indicating that
a group or person, as defined in Rule 13d-3 under said Act, has become the
beneficial owner of 20% or more of the outstanding Voting Shares or the date
upon which the Company first learns that a person or group has become the
beneficial owner of 20% or more of the outstanding Voting Shares if a Schedule
13D is not filed; (ii) the date of a change in the composition of the Board such
that individuals who were members of the Board on the date two years prior to
such change (or who were subsequently elected to fill a vacancy in the Board, or
were subsequently nominated for election by the Company's shareholders, by the
affirmative vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such two year period) no longer
constitute a majority of the Board; (iii) the date the shareholders of the
Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
Voting Shares of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into Voting
Shares of the surviving entity) at least 80% of the total voting power
represented by the Voting Shares of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or (iv) the date
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets.

          (c) "Code" means the Internal Revenue Code of 1986, as amended.

          (d) "Committee" means the committee referred to in Section 4.

          (e) "Company" means Robbins & Myers, Inc., an Ohio corporation, and
when used with reference to employment of a Participant, Company includes any
Subsidiary of the Company.




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          (f) "Employee" means any key employee of the Company or any of its
Subsidiaries.

          (g) "Fair Market Value" means the average of the high and low prices
of a Share on the date when the value of a Share is to be determined, as
reported on the New York Stock Exchange-Composite Transactions Tape; or, if no
sale of Shares is reported on such date, then the next preceding date on which a
sale occurred; or if the Shares are no longer listed on such exchange, the
determination of such value shall be made by the Committee in accordance with
applicable provisions of the Code and related regulations promulgated under the
Code.

          (h) "Gross Misconduct" means engaging in any act or acts involving
conduct which violates Company policy or is illegal and which results, directly
or indirectly, in personal gain to the individual involved at the expense of the
Company or a Subsidiary.

          (i) "Incentive Award" means an Option, Restricted Share Award or
Performance Award granted under the Plan.

          (j) "Incentive Stock Option" means an Option that is an Incentive
Stock Option, as defined in Section 422 of the Code.

          (k) "Nonqualified Stock Option" means an Option that is not an
Incentive Stock Option.

          (l) "Option" means a right to purchase Shares at a specified price;
"Optionee" means the holder of an Option.

          (m) "Participant" means an Employee selected to receive an Incentive
Award.

          (n) "Performance Award" means a right to receive Restricted Shares,
Shares, cash, or a combination thereof, contingent upon the attainment of
performance objectives determined in the discretion of the Committee as more
fully set forth at Section 8 hereof.

          (o) "Restricted Share Award" means a right to receive Shares that is
nontransferable and subject to substantial risk of forfeiture until specific
conditions are met; "Restricted Shares" means Shares which are the subject of a
Restricted Share Award; and "Restricted Period" shall have the meaning ascribed
to it at Section 7(a).

          (p) "Shares" means the Common Shares of the Company.

          (q) "Subsidiary" means any company more than 50% of the voting stock
of which is owned or controlled, directly or indirectly, by the Company.

          (r) "Voting Shares" means any securities of the Company which vote
generally in the election of directors of the Company.




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SECTION 3. SHARES SUBJECT TO THE PLAN

          (a) MAXIMUM NUMBER-AGGREGATE. The maximum number of Shares that may be
subject to Incentive Awards granted pursuant to the Plan shall be One Million
One Hundred Thousand (1,100,000), subject to adjustment in accordance with
Section 3(c). The Shares which may be issued pursuant to Incentive Awards may be
authorized and unissued Shares or Shares held in the Company's treasury. In the
event of a lapse, expiration, termination, or cancellation of any Incentive
Award granted under the Plan without the issuance of Shares or the payment of
cash, or if Shares are issued under a Restricted Share Award and are reacquired
by the Company as a result of rights reserved upon the issuance thereof, the
Shares subject to or reserved for such Incentive Award shall no longer be
charged against the 1,100,000 Share maximum and may again be used for new
Incentive Awards.

          (b) MAXIMUM NUMBER-PER EMPLOYEE. The maximum Incentive Awards that may
be granted to each Employee in each fiscal year of the Company commencing on or
after September 1, 1999, is as follows:

               (i) With respect to Options, no more than 100,000 may be subject
          to options granted in the year;

               (ii) With respect to Restricted Shares (not issued in connection
          with Performance Awards), no more than $500,000 of such Shares may be
          granted in the year; and

               (iii) With respect to Performance Awards, no more than $1,000,000
          of Performance Shares or Units may be granted (based on the Fair
          Market Value of Shares on the date the award is granted, not the date
          the award is earned or paid).

          (c) RECAPITALIZATION ADJUSTMENT. In the event of any change affecting
the Shares by reason of any share dividend or split, recapitalization, merger,
consolidation, spin-off, combination or exchange of Shares or other corporate
change, or any distribution to a holder of Shares other than ordinary cash
dividends, the Committee shall make such adjustment, if any, as it may deem
appropriate to avoid dilution in the number and kind of shares authorized for
issuance under the Plan, in the number and kind of shares covered by Incentive
Awards and, in the case of Options, in the option price.

SECTION 4. ADMINISTRATION

          (a) COMMITTEE. The Plan shall be administered by a Committee of the
Board, comprised of three or more directors, who shall from time to time be
appointed by, and serve at the pleasure of, the Board. Each director serving on
the Committee shall be a "non-employee director" within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 and an "outside
director" within the meaning of Code Section 162(m).




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          (b) AUTHORITY. The Committee shall have and exercise all the power and
authority granted to it under the Plan. Subject to the provisions of the Plan,
the Committee shall have authority in its sole discretion from time to time (i)
to designate from Employees the persons to whom Incentive Awards are granted;
(ii) to prescribe such limitations, restrictions and conditions upon any such
awards as the Committee shall deem appropriate, including establishing and
administering Performance Goals, as defined in Section 8(a), and certifying
whether the Performance Goals have been attained; (iii) to interpret the Plan
and to adopt, amend and rescind rules and regulations relating to the Plan; and
(iv) to make all other determinations and take all other actions necessary or
advisable for the implementation and administration of the Plan.

          (c) COMMITTEE ACTIONS. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at a meeting at which
a quorum is present, or acts reduced to or approved in writing by all members of
the Committee, shall be acts of the Committee. All such actions shall be final,
conclusive, and binding. No member of the Committee shall be liable for any
action taken or decision made in good faith relating to the Plan or any
Incentive Award thereunder.

          (d) INTERPRETATION AND CONSTRUCTION. Any provision of this Plan to the
contrary notwithstanding, (i) certain designated Incentive Awards under this
Plan are intended to qualify as performance-based compensation within the
meaning of Code Section 162(m)(4)(C) and (ii) any provision of the Plan that
would prevent a designated Incentive Award from so qualifying shall be
administered, interpreted and construed to carry out such intention and any
provision that cannot be so administered, interpreted and construed shall to
that extent be disregarded.

SECTION 5. ELIGIBILITY AND INCENTIVE AWARDS

          (a) ELIGIBLE EMPLOYEES. The Committee may grant Incentive Awards to
officers and other key Employees.

          (b) INCENTIVE AWARDS. Incentive Awards may be granted in any one or
more combinations of (i) Incentive Stock Options, (ii) Nonqualified Stock
Options, (iii) Restricted Share Awards and (iv) Performance Awards. All
Incentive Awards shall be subject to such other terms and conditions as may be
established by the Committee. Determinations by the Committee under the Plan,
including without limitation, designation of Participants, the form, amount and
timing of Incentive Awards, the terms and provisions of Incentive Awards, and
the written agreements evidencing Incentive Awards, need not be uniform and may
be made selectively among Employees who receive, or are eligible to receive,
Incentive Awards hereunder, whether or not such Employees are similarly
situated.

          (c) EMPLOYMENT. The Plan and the Incentive Awards granted hereunder
shall not confer upon any Employee the right to continued employment with the
Company or affect in any way the right of the Company to terminate the
employment of an Employee at any time and for any reason.




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SECTION 6. OPTIONS

          The Committee may grant Incentive Stock Options and Nonqualified Stock
Options and such Options shall be subject to the following terms and conditions
and such other terms and conditions as the Committee may prescribe:

          (a) OPTION PRICE. The option price per Share with respect to each
Option shall be determined by the Committee but shall not be less than the Fair
Market Value of a Share on the date the Option is granted.

          (b) PERIOD OF OPTION. The period of each Option shall be fixed by the
Committee but in no case may an option be exercised more than ten years after
the date of its grant.

          (c) EXERCISE OF OPTION. Subject to the provisions of Section 6(d)
relating to continuous employment, an Option may be exercised with respect to
all Shares covered thereby or may be exercised with respect to a specified
number of Shares over a specified period or periods as determined by the
Committee. Any Shares not purchased during a specified period may be purchased
thereafter at any time prior to the expiration of the Option unless the
Committee determines otherwise. The Committee may at any time remove or alter
any restriction on exercise of an Option which was imposed by the Committee.

          (d) TERMINATION OF EMPLOYMENT. No Option may be exercised under the
Plan unless the Optionee has been continuously employed by the Company from the
date of grant of the Option to the date of exercise except that an Option may,
subject to the ten year limitation at Section 6(b), be exercised (i) within 30
days after the Optionee ceases to be employed by the Company if the cause of
cessation of employment was other than retirement, disability, death or
termination of employment by the Company for Gross Misconduct; (ii) within one
year of cessation of employment in the case of early retirement except that the
Committee may, in its discretion, in the case of early retirement, extend the
period of exercise to a date not more than three years after cessation of
employment; and (iii) within three years of cessation of employment in the case
of normal retirement, death or disability. After termination of employment
Options may be exercised only to the extent they could have been exercised on
the date of the Optionee's termination of employment. Whether authorized leave
of absence or absence for military or governmental service shall constitute a
termination of employment shall be determined by the Committee.

          (e) LIMITS ON INCENTIVE STOCK OPTIONS. Except as may be permitted by
the Code, the Fair Market Value of Shares (determined at the time of grant of
Options) as to which Incentive Stock Options held by an Optionee first become
exercisable in any calendar year shall not exceed $100,000. In addition, no
Incentive Stock Option shall be granted to an Employee who possesses, directly
or indirectly (within the meaning of Code Section 424(d)), at the time of grant
more than 10% of the combined voting power of all classes of stock of the
Company unless the option price is at least 110% of the Fair Market Value of the
Shares subject to the Option on the date such Option is granted and such
Incentive Stock Option is not exercisable after the expiration of five years
from the date of grant.




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          (f) NOTICE OF EXERCISE AND PAYMENT. An Option granted under the Plan
may be exercised by the Optionee giving written notice of exercise to the
Committee. The Option price for the Shares purchased shall be paid in full at
the time such notice is given. An Option shall be deemed exercised on the date
the Committee receives written notice of exercise, together with full payment
for the Shares purchased. The Option price shall be paid to the Company either
in cash, by delivery to the Company of Shares already-owned by the Optionee or
any combination of cash and such Shares. The Committee may, however, at any time
and in its discretion, adopt guidelines limiting or restricting the use of
already-owned Shares to pay all or any portion of the Option price. In the event
already-owned Shares are used to pay all or a portion of the Option price, the
amount credited to payment of the Option price shall be the Fair Market Value of
the already-owned Shares on the date the Option is exercised.

          (g) FRACTIONAL SHARES. No fractional shares shall be issued pursuant
to the exercise of an Option, nor shall any cash payment be made in lieu of
fractional shares.

          (h) REPRICING OF OPTIONS. Without approval of shareholders of the
Company, the option exercise price per share of any previously granted option
will not, whether through amendment, cancellation, replacement grants or any
other means, be lowered.

SECTION 7. RESTRICTED SHARE AWARDS

          The Committee may issue Shares to an Employee which Shares shall be
subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe in connection with the grant of a
Restricted Share Award:

          (a) GENERAL. With respect to each grant of Restricted Shares, the
Committee, in its sole discretion, shall determine the period during which the
restrictions set forth at Subsection 7(b) shall apply to the Restricted Shares
(the "Restricted Period").

          (b) RESTRICTIONS. At the time of grant of Restricted Shares to an
Employee, a certificate representing the number of Shares granted shall be
registered in his name but shall be held by the Company for the account of the
Employee. The Employee shall have the entire beneficial ownership interest in,
and all rights and privileges of a shareholder as to, such Restricted Shares,
including the right to receive dividends and the right to vote such Restricted
Shares, subject to the following restrictions: (i) subject to Section 7(c), the
Employee shall not be entitled to delivery of the Share certificate until the
expiration of the Restricted Period; (ii) none of the Restricted Shares may be
sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
during the Restricted Period; and (iii) all of the Restricted Shares shall be
forfeited and all rights of the Employee to such Restricted Shares shall
terminate without further obligation on the part of the Company unless the
Employee remains in the continuous employment of the Company for the entire
Restricted Period in relation to which such Restricted Shares were granted,
except as provided by Section 7(c). Any Shares received with respect to
Restricted Shares as a result of a recapitalization adjustment pursuant to
Section 3(b) shall be subject to the same restrictions as such Restricted
Shares.




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          (c) TERMINATION OF EMPLOYMENT.

               (i) RETIREMENT. If an Employee ceases to be employed by the
          Company prior to the end of a Restricted Period by reason of normal
          retirement under a retirement plan of the Company or the Employee
          otherwise retires with the consent of the Company, the number of
          Restricted Shares granted to such Employee for such Restricted Period
          shall be reduced in proportion to the Restricted Period (determined on
          a quarterly basis) remaining after the Employee ceases to be an
          Employee and all restrictions on such reduced number of Shares shall
          lapse. A certificate for such Shares shall be delivered to the
          Employee in accordance with the provisions of Section 7(d) hereof. The
          Committee may, if it deems appropriate, direct that the Employee
          receive a greater number of Shares free of all restrictions but not
          exceeding the number of Restricted Shares then subject to the
          restrictions of Section 7(b).

               (ii) DEATH. If an Employee ceases to be employed by the Company
          prior to the end of a Restricted Period by reason of death, the
          Restricted Shares granted to such Employee shall immediately vest in
          his beneficiary or estate and all restrictions applicable to such
          Shares shall lapse. A certificate for such Shares shall be delivered
          to the Employee's beneficiary or estate in accordance with the
          provisions of Subsection 7(d).

               (iii) ALL OTHER TERMINATIONS. If an Employee ceases to be an
          Employee prior to the end of a Restricted Period for any reason other
          than retirement or death, the Employee shall immediately forfeit all
          Restricted Shares then subject to the restrictions of Section 7(b) in
          accordance with the provisions thereof, except that the Committee may,
          if it finds that the circumstances in the particular case so warrant,
          allow an Employee whose employment has so terminated to retain any or
          all of the Restricted Shares then subject to the restrictions of
          Section 7(b) and all restrictions applicable to such retained shares
          shall lapse. A certificate for such retained shares shall be delivered
          to the Employee in accordance with the provisions of Section 7(d).

          (d) PAYMENT OF RESTRICTED SHARES. At the end of the Restricted Period
or at such earlier time as provided for in Subsection 7(c), all restrictions
applicable to the Restricted Shares shall lapse and a Share certificate for a
number of Shares equal to the number of Restricted Shares, free of all
restrictions, shall be delivered to the Employee or his beneficiary or estate,
as the case may be. The Company shall not be required to deliver any fractional
Share but will pay, in lieu thereof, the Fair Market Value (measured as of the
date the restrictions lapse) of such fractional Share to the Employee or his
beneficiary or estate, as the case may be.

SECTION 8. PERFORMANCE AWARDS

          The Committee may grant to Employees Performance Awards which shall be
subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe in connection with the grant of a
Performance Award:



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          (a) AWARD PERIOD AND PERFORMANCE GOALS. The Committee shall determine
and include in a Performance Award the period of time during which a Performance
Award may be earned ("Award Period"). The Committee shall also establish
performance objectives ("Performance Goals") to be met by the Company,
Subsidiary or division during the Award Period as a condition to payment of the
Performance Award. The Performance Goals may include minimum and optimum
objectives or a single set of objectives.

          With respect to Performance Awards that are intended to qualify as
"performance based" within the meaning of Code Section 162(m)(4)(C), the
Committee shall (i) select the Employees for such Incentive Awards, (ii)
establish in writing the applicable performance goals no later than 90 days
after the commencement of the period of service to which the performance goals
relates (or such earlier or later date as may be the applicable deadline for
compensation payable hereunder to qualify as "performance based" within the
meaning of Code Section 162(m)(4)(C)), and (iii) designate the Performance
Awards that are to qualify as "performance based" within the meaning of Code
Section 162(m)(4)(C).

          The Committee shall establish in writing the Performance Goals for
each Award Period commencing on or after September 1, 1999, which shall be based
on any of the following performance criteria, either alone or in any
combination, on either a consolidated or business unit or divisional level, and
which shall include or exclude discontinued operations and acquisition expenses
(e.g., pooling of interests), as the Committee may determine: level of sales,
earnings per share, income before income taxes and cumulative effect of
accounting changes, income before cumulative effect of accounting changes, net
income, return on assets, return on equity, return on capital employed, total
stockholder return, market valuation, cash flow and completion of acquisitions.
The foregoing criteria shall have any reasonable definitions that the Committee
may specify, which may include or exclude any or all of the following items, as
the Committee may specify: extraordinary, unusual or non-recurring items;
effects of accounting changes; effects of currency fluctuations; effects of
financing activities (e.g., effect on earnings per share of issuing convertible
debt securities); expenses for restructuring or productivity initiatives;
non-operating items; acquisition expenses (e.g., pooling of interests); and
effects of divestitures. Any such performance criterion or combination of such
criteria may apply to the participant's award opportunity in its entirety or to
any designated portion or portions of the award opportunity, as the Committee
may specify.

          (b) NO DISCRETION. With respect to Performance Awards that are
intended to qualify as "performance based" within the meaning of Code Section
162(m)(4)(C), the Committee has no discretion to increase the amount of the
award due upon attainment of the applicable performance goals. No provision of
this Plan shall preclude the Committee from exercising negative discretion with
respect to any award (I.E., to reduce or eliminate the award payable) within the
meaning of Treasury Regulation Section 1.162-27(e)(2)(iii)(A).

          (c) PERFORMANCE AWARD EARNED. The Performance Awards may be expressed
in terms of Shares and referred to as "Performance Shares" or "Performance
Units," as the Committee may specify. With respect to each Performance Award,
the Committee shall fix the number of allocable Performance Shares or
Performance Units. The level of Performance Goals attained will determine the
percentage of Performance Shares or Performance Units earned for an Award
Period. After completion of the Award Period, the Committee shall certify in
writing




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the extent to which the Performance Goals and other material terms applicable to
such award are attained. Unless and until the Committee so certifies, the
Performance Award shall not be paid.

          (d) PERFORMANCE AWARD PAYMENT. The Committee, in its discretion, may
elect to make payment of the Performance Awards in Restricted Shares, Shares,
cash or any combination of the foregoing.

          (e) REQUIREMENT OF EMPLOYMENT. A grantee of a Performance Award must
remain in the employment of the Company until the completion of the Award Period
in order to be entitled to payment under the Performance Award; provided that
the Committee may, in its sole discretion, provide for a partial or full payment
of the Performance Award that would have been payable if the grantee had
continued employment for the entire Award Period, which shall be paid at the
same time as would have been paid if no termination of employment occurred, but
only if and to the extent the exercise of such discretion does not prevent any
designated Incentive Award from qualifying as "performance based" within the
meaning of Code Section 162(m)(4)(C).

          (f) DIVIDENDS. The Committee may, in its discretion, at the time of
the granting of a Performance Award, provide that any dividends declared on
Shares during the Award Period, and which would have been paid with respect to
Performance Shares had they been owned by a grantee, be (i) paid to the grantee,
or (ii) accumulated for the benefit of the grantee and used to increase the
number of Performance Shares of the grantee.

          (g) DELAYED PAYMENT. To the extent that the Committee, in its sole
discretion, determines that the payment of any Performance Award is not
deductible by the Company based on Code Section 162(m), the Company shall delay
the payment of such Performance Award. The unpaid portion of a Performance Award
that is subject to this Section 8(g) shall be paid (in whole or in part), at the
discretion of the Committee, when such payment is deductible in accordance with
Code Section 162(m).

          The delayed payment of a Performance Award payable in Shares or
Restricted Shares shall be equal to the number of Performance Shares earned but
unpaid. The delayed payment of a Performance Award payable in cash shall be
equal to the Fair Market Value of the earned but unpaid Performance Shares as of
the appropriate payment date selected by the Committee.

SECTION 9. NON-ASSIGNABILITY OF INCENTIVE AWARDS

          (a) Except as provided in Section 9(b) with respect to Nonqualified
Stock Options, no Incentive Award granted under the Plan shall be assigned,
transferred, pledged, or otherwise encumbered by an Employee, otherwise than by
will, by designation of a beneficiary after death, or by the laws of descent and
distribution, or be made subject to execution, attachment or similar process.
Except as provided in Section 9(b) with respect to Nonqualified Stock Options,
each Incentive Award shall be exercisable during the Employee's lifetime only by
the Employee or, if permissible under applicable law, by the Employee's guardian
or legal representative.




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          (b) No Nonqualified Stock Option nor any right thereunder may be
assigned or transferred by the optionee except by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order (as defined
in the Code or the Employee Retirement Income Security Act of 1974), provided,
however, the Committee may by written action permit any holder of a Nonqualified
Stock Option, either before or after the time of grant, to transfer a
Nonqualified Stock Option during his lifetime to one or more members of his
family, to one or more trusts for the benefit of one or more members of his
family, or to a partnership or partnerships of members of his family, provided
that no consideration is paid for the transfer and that such transfer would not
result in the loss of any exemption under Rule 16b-3 for any option granted
under any plan of the Company. The transferee of a Nonqualified Stock Option
shall be subject to all restrictions, terms and conditions applicable to the
Nonqualified Stock Option prior to its transfer. The Committee may impose on any
transferable Nonqualified Stock Option and on the shares to be issued upon the
exercise of a Nonqualified Stock Option such limitations and conditions as the
Committee deems appropriate.

SECTION 10. CHANGE OF CONTROL

          (a) GENERAL. In order to maintain all of the Employee's rights in the
event of a Change of Control of the Company, the Committee, in its sole
discretion, may, as to any Incentive Award, either at the time that an Incentive
Award is made or any time thereafter, take any one or more of the following
actions:

               (i) provide for the acceleration of any time periods relating to
          the exercise or realization of any such award, so that such award may
          be exercised or realized in full on or before a date fixed by the
          Committee,

               (ii) provide for the purchase of any such award by the Company,
          upon an Employee's request, for an amount of cash equal to the amount
          that could have been attained upon the exercise of such award or
          realization of such Employee's rights had such award been currently
          exercisable or payable,

               (iii) make such adjustment to any such award then outstanding as
          the Committee deems appropriate to reflect a Change of Control, or

               (iv) cause any such award then outstanding to be assumed, or new
          rights substituted therefor, by the acquiring or surviving
          corporation, if any, in connection with a Change of Control.

          (b) OPTIONS. All outstanding Options which are not yet exercisable
shall become immediately exercisable in full in the event of a Change of Control
of the Company.

SECTION 11. TAXES

          (a) WITHHOLDING FOR TAXES. The Company shall be entitled, if necessary
or desirable, to withhold the amount of any tax attributable to any amounts
payable under any Incentive Award and the Company may defer making payment of
any Incentive Award if any such tax, charge, or assessment may be pending until
indemnified to its satisfaction.




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          (b) USE OF SHARES FOR TAX WITHHOLDING PAYMENTS. With the approval of
the Committee, Shares may be used in lieu of cash to pay all or any part of the
mandatory federal, state or local withholding tax payments to be made by the
Employee in connection with an Incentive Award, as follows:

               (i) NONQUALIFIED STOCK OPTIONS. (a) The holder of a Nonqualified
          Stock Option may elect to have the Company retain from the Shares to
          be issued upon exercise of such an option Shares having a Fair Market
          Value equal to the withholding tax to be paid; or (b) the holder of a
          Nonqualified Stock Option may deliver to the Company already-owned
          Shares having a Fair Market Value equal to the withholding tax to be
          paid and in such case.

               (ii) RESTRICTED SHARE AWARDS. If withholding taxes are required
          to be paid at the time Restricted Shares are delivered to an Employee
          or at the expiration of the Restricted Period, then the Employee may
          pay such taxes by delivering to the Company already-owned Shares
          having a Fair Market Value equal to the amount of the withholding tax
          being paid by the use of already-owned Shares.

               (iii) PERFORMANCE SHARES. If withholding taxes are required to be
          paid at the time Shares are delivered to an Employee as a Performance
          Award, then the Employee may pay such taxes by delivering to the
          Company already-owned Shares having a Fair Market Value equal to the
          amount of the withholding tax being paid by the use of already-owned
          Shares.

SECTION 12. COMPLIANCE WITH LAWS AND EXCHANGE REQUIREMENTS

          No Option shall be granted and no Shares shall be issued in connection
with any Incentive Award unless the grant of the Option and the issuance and
delivery of Shares or cash pursuant to the Incentive Award shall comply with all
relevant provisions of state and federal law, including, without limitation, the
Securities Act of 1933, the Securities Exchange Act of 1934, the rules and
regulations promulgated thereunder, and the requirements of any market system or
stock exchange upon which the Shares may then be listed.

SECTION 13.  AMENDMENT AND TERMINATION OF PLAN

          (a) AMENDMENT. The Board may from time to time amend the Plan, or any
provision thereof, in such respects as the Board may deem advisable except that
it may not amend the Plan without shareholder approval so as to:

               (i) increase the maximum number of Shares that may be issued
          under the Plan except in accordance with Section 3(c);

               (ii) permit the granting of Options with exercise prices lower
          than those specified in Section 6;

               (iii) materially modify the requirements as to eligibility for
          participation in the Plan; or



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<PAGE>

               (iv) prevent future grant of Incentive Awards to qualify as
          "performance based" within the meaning of Code Section 162(m)(4)(C).

          (b) TERMINATION. The Board may at any time terminate the Plan.

          (c) EFFECT OF AMENDMENT OR TERMINATION. Any amendment or the
termination of the Plan shall not adversely affect any Incentive Award
previously granted nor disqualify an Incentive Award from being treated as
"performance based" within the meaning of Code Section 162(m)(4)(C). Incentive
Awards outstanding at the time that the Plan is amended or terminated shall
remain in full force and effect as if the Plan had not been amended or
terminated.

SECTION 14. NOTICES

          Each notice relating to the Plan shall be in writing and delivered in
person or by certified or registered mail to the proper address. Each notice to
the Committee shall be addressed as follows: Robbins & Myers, Inc., 1400
Kettering Tower, Dayton, Ohio 45423, Attention: Compensation Committee. Each
notice to a Participant shall be addressed to the Participant at the address of
the Participant maintained by the Company on its books and records. Anyone to
whom a notice may be given under this Plan may designate a new address by
written notice to the other party to that effect.

SECTION 15. BENEFITS OF PLAN

          This Plan shall inure to the benefit of and be binding upon each
successor of the Company. All rights and obligations imposed upon a Participant
and all rights granted to the Company under this Plan shall be binding upon the
Participant's heirs, legal representatives and successors.

SECTION 16. PRONOUNS AND PLURALS

          All pronouns shall be deemed to refer to the masculine, feminine,
singular or plural, as the identity of the person or persons may require.

SECTION 17. SHAREHOLDER APPROVAL AND TERM OF PLAN

          (a) The Plan shall become effective upon its adoption by the Board. No
payment of cash or Shares in connection with an Incentive Award shall be made,
and no Option shall be exercised, prior to the approval of the Plan by the
affirmative vote of the holders of a majority of the outstanding Shares present,
in person or by proxy, and entitled to vote at an annual meeting of the
shareholders of the Company. Unless the Plan shall be so approved by the
shareholders of the Company at the next annual meeting after its adoption by the
Board, the Plan shall terminate and all Incentive Awards granted under the Plan
shall be canceled.

          (b) Unless sooner terminated under Section 13, the Plan shall be in
effect from the date of its adoption by the Board and automatically terminate on
the ninth anniversary of its adoption by the shareholders of the Company.



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