8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2004

Robbins & Myers, Inc.

(Exact name of Registrant as specified in its charter)

Ohio	0-288	31-0424220
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1400 Kettering Tower, Dayton, OH	45423
(Address of principal executive offices)	(Zip code)

937-222-2610

(Registrant’s telephone number including area code)

Not applicable

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-4.1 Amendment 2 to Credit Agreement

EX-10.1 Mutual Severance Agreement

Item 1.01 Entry into a Material Definitive Agreement.

     (a) Robbins & Myers, Inc. (the “Company”) and its wholly-owned subsidiary Robbins & Myers Europe AG, in connection with the Company’s restructuring of its Romaco unit, entered into a Mutual Severance Agreement with Karl H. Bergmann on November 26, 2004 (the “Agreement”). A copy of the Agreement is filed as Exhibit 10.1 to this Report. Under the Agreement, Mr. Bergmann, who had been a Vice President of the Company and President of Romaco until October 5, 2004, ceased to be an employee of the Company or any of its subsidiaries on November 30, 2004. The Agreement provides for severance and other payments to Mr. Bergmann in lieu of any rights he may have had under certain employment related agreements he had with the Company and certain of its subsidiaries. The Agreement provides that Mr. Bergmann will be paid a total of 530,000 Euros as severance and pension payments, with such amount payable as follows: 193,000 Euros to Mr. Bergmann on November 30, 2004, a 72,000 Euros contribution to his pension plan on November 30, 2004, and 265,000 Euros to Mr. Bergmann on May 31, 2005. Mr. Bergmann was not a participant in the Company’s pension plans. The Agreement also provides that the housing allowance and the use of the automobile that was available to him in connection with his international assignment will continue to be available to him through May 31, 2005 and April 30, 2005, respectively. In addition, on November 30, 2004, Mr. Bergmann was paid U.S. $25,000 in connection with the termination of certain of his employee options.

     (b) The Company has two shareholder approved plans in which executive officer’s of the Company participate: the Senior Executive Annual Cash Bonus Plan (the “Annual Plan”) and the 1999 Long-Term Stock Incentive Plan (the “1999 Plan”). In November 2004, the Compensation Committee of the Board, which administers both plans, approved the following: (i) in connection with the Cash Plan, approved the cash bonus threshold, target and maximum awards based on achieving for fiscal 2005 certain performance targets based on sales, earnings per share and free cash flow, with each factor given equal weight and (ii) in connection with stock awards for executive officers under the 1999 Plan, approved stock award thresholds, target and maximum based on achieving for fiscal 2005 and fiscal 2006 certain performance targets based on earnings per share and return on net assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

     Effective November 24, 2004, Robbins & Myers, Inc. (the “Company”) and its lenders amended the Third Amended and Restated Credit Agreement (the “Agreement”) dated as of October 7, 2003. The Agreement as amended provides that Robbins & Myers, Inc. may borrow on a revolving credit basis up to a maximum of $100,000,000. As of November 30, 2004, the Company had outstanding borrowings of $9,897,000 under the Agreement. All outstanding amounts under the Agreement are due and payable on October 7, 2006. Interest is variable based on formulas tied to LIBOR or prime, at the Company’s option, and is payable at least quarterly. The text of the amendment is attached as Exhibit 4.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

4.1 - Amendment No. 2 to Credit Agreement.

       10.1 – Mutual Severance Agreement among Robbins & Myers, Inc., Robbins & Myers Europe AG and Karl H. Bergmann, dated November 26, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Robbins & Myers, Inc.
Date: December 1, 2004	By: /s/ Kevin J. Brown
	Kevin J. Brown
	Vice President and Chief Financial Officer

EX-4.1

                                                                     EXHIBIT 4.1

EXECUTION COPY

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

      This Amendment (this "Amendment") is entered into as of November 23, 2004
by and among Robbins & Myers, Inc., an Ohio corporation (the "Borrower"),
Robbins & Myers Finance Europe B.V., a Netherlands corporation (the "Subsidiary
Borrower"), Bank One, NA, individually and as administrative agent (the
"Agent"), and the other financial institutions signatory hereto.

                                    RECITALS

      A. The Borrower, the Subsidiary Borrower, the Agent and the Lenders are
party to that certain Third Amended and Restated Credit Agreement dated as of
October 7, 2003 (as amended, the "Credit Agreement"). Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them by the Credit Agreement.

      B. The Borrower, the Subsidiary Borrower, the Agent and the undersigned
Lenders wish to amend the Credit Agreement on the terms and conditions set forth
below.

      Now, therefore, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:

      1. Amendment to Credit Agreement. Upon the "Effective Date" (as defined
below), the Credit Agreement shall be amended as follows:

      (a) Each of the following terms defined in Section 1.01 of the Credit
Agreement is amended in its entirety to read as follows:

            "Consolidated EBIT" shall mean, for any period for any person,
      Consolidated Net Income of such person for such period, plus, to the
      extent deducted in computing Consolidated Net Income for such period, the
      sum of (i) Consolidated Interest Expense for such period, (ii) Cash Tax
      Expense for such period, and (iii) the amount, not to exceed $7,000,000 in
      the aggregate, of cash restructuring charges for severance and other costs
      related to the restructuring of the Romaco and Reactor Systems business
      units to the extent such charges are taken prior to August 31, 2005,
      minus, to the extent added in computing such Consolidated Net Income for
      such period, the sum of (i) any interest income and (ii) any non-cash
      income or non-cash gains during such period that requires footnote
      disclosure on financial statements, reports or other filings pursuant to
      or in accordance with GAAP or applicable SEC regulations, all as
      determined on a consolidated basis with respect to such person and its
      Consolidated Subsidiaries in accordance with GAAP.



            "Consolidated EBITDA" shall mean, for any period for any person,
      Consolidated Net Income of such person for such period, plus, to the
      extent deducted in computing such Consolidated Net Income for such period,
      the sum of (i) Consolidated Interest Expense for such period, (ii) Cash
      Tax Expense for such period, (iii) depreciation, depletion, amortization
      of intangibles and other non-cash charges or non-cash losses, and (iv) the
      amount, not to exceed $7,000,000 in the aggregate, of cash restructuring
      charges for severance and other costs related to the restructuring of the
      Romaco and Reactor Systems business units to the extent such charges are
      taken prior to August 31, 2005, minus, to the extent added in computing
      such Consolidated Net Income for such period, the sum of (i) any interest
      income, and (ii) any non-cash income or non-cash gains during such period
      that requires footnote disclosure on financial statements, reports or
      other filings pursuant to or in accordance with GAAP or applicable SEC
      regulations, all as determined on a consolidated basis with respect to
      such person and its Consolidated Subsidiaries in accordance with GAAP.

      (b) Section 6.05(m) is amended by deleting the word "and" at the end
thereof; and Section 6.05(n) is amended by inserting the word "and" at the end
thereof.

      (c) Section 6.05 is amended by adding a new Section 6.05(o) to read as
follows:

            (o) notwithstanding clause (f) of this Section 6.05, the Borrower
      and any Subsidiaries may sell, lease, transfer, assign or dispose of real
      estate and fixed assets relating to the Technoglass facility, the Mexico
      City facility, and the Unipac facility to any other person;

      (d) Section 6.13(a) is amended in its entirety to read as follows:

            (a) Consolidated Fixed Charge Coverage Ratio. The Borrower will not
      permit the Consolidated Fixed Charge Coverage Ratio (i) to be less than
      1.75 to 1.00 for any Reference Period ending on or prior to February 28,
      2005, (ii) to be less than 2.00 to 1.0 for any Reference Period ending
      after February 28, 2005 and on or prior to August 31, 2005, (iii) to be
      less than 2.25 to 1.0 for any Reference Period ending after August 31,
      2005 and on or prior to November 30, 2005, or (iv) to be less than 2.50 to
      1.0 for any Reference Period ending thereafter.

      (e) Section 6.13(b) is amended in its entirety to read as follows:

                                      - 2 -


            (b) Consolidated Leverage Ratio. The Borrower will not permit the
      Consolidated Leverage Ratio to exceed 4.50 to 1.00 for any Reference
      Period ending on or prior to February 28, 2005 (ii) to exceed 4.25 to 1.0
      for any Reference Period ending after February 28, 2005 and on or prior to
      May 31, 2005, (iii) to exceed 4.00 to 1.0 for any Reference Period ending
      after May 31, 2005 and on or prior to August 31, 2005, (iv) to exceed 3.75
      to 1.0 for any Reference Period ending after August 31, 2005 and on or
      prior to November 30, 2005, or (v) to exceed 3.5 to 1.0 for any Reference
      Period ending thereafter.

      (f) Schedule 2.02(a) is deleted in its entirety and replaced with Schedule
2.02(a) attached hereto.

      2. Waivers. The Lenders hereby waive:

      (a) any breach of Section 6.04(g) of the Credit Agreement arising solely
from the Borrower's non-compliance with Section 6.04(g)(G) in connection with
the acquisition by the Borrower of a 50% ownership interest in Ingeniere
Pharmaceutique Modulaire S.A., so long as, in connection with such acquisition,
all other conditions set forth in Section 6.04(g) are satisfied and the
aggregate amount of consideration for such acquisition does not exceed
$3,000,000;

      (b) any breach of Section 6.06(a) arising solely from the Borrower's
non-compliance with the Consolidated Leverage Ratio set forth in Section 6.01(q)
in connection with a prepayment made on the Romaco Notes in an amount not to
exceed 2,452,000 euros;

      3. Reduction of Commitments. Pursuant to Sections 2.10(b) and (d), the
Revolving Credit Commitments shall be reduced to $100,000,000 as of the
Effective Date. The Lenders hereby waive any non-compliance (i) with the
requirement set forth in Section 2.10(b) to provide notice to the Administrative
Agent and (ii) with the requirement set forth in Section 2.10(d) to pay Facility
Fees to the Administrative Agent for the account of the Lenders prior to the
time otherwise required by Section 2.06.

      4. Representations and Warranties of the Borrowers. Each of the Borrowers
represents and warrants that:

      (a) The execution, delivery and performance by such Borrower of this
Amendment have been duly authorized by all necessary corporate action and that
this Amendment is a legal, valid and binding obligation of such Borrower
enforceable against such Borrower in accordance with its terms, except as the
enforcement thereof may be subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors'
rights generally;

      (b) Each of the representations and warranties contained in the Credit
Agreement is true and correct in all material respects on and as of the date
hereof as if made on the date hereof;

      (c) Neither the execution, delivery and performance of this Amendment nor
the consummation of the transactions contemplated hereby does or shall conflict
with or breach any of the terms of the Senior Notes or Subordinated Notes;

                                      - 3 -


      (d) After giving effect to this Amendment, no Default or Event of Default
has occurred and is continuing.

      5. Effective Date. This Amendment shall become effective upon the
execution and delivery hereof by the Borrower, the Subsidiary Borrower, the
Agent and the Required Lenders (without respect to whether it has been executed
and delivered by all the Lenders); provided that Sections 1 and 2 hereof shall
not become effective until the date (the "Effective Date") when the following
additional conditions have also been satisfied:

      (a) Each of the Guarantors has executed and delivered a reaffirmation of
Guaranty in the form of Exhibit A hereto.

      (b) The Borrower has paid to the Agent (for the benefit of each Lender
signatory hereto as of the Effective Date) an amendment fee equal to 0.15% of
such Lender's Commitment on the Effective Date (before giving effect to this
Amendment) and has paid such other fees to the Agent relating to this Amendment
as may be separately agreed to, which fees shall be deemed fully earned and
non-refundable on the Effective Date.

      6. Reference to and Effect Upon the Credit Agreement.

      (a) Except as specifically amended or waived above, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.

      (b) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Agent or any Lender
under the Credit Agreement or any Loan Document, nor constitute a waiver of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein. Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of similar import shall mean and be a reference to the Credit Agreement as
amended hereby.

      7. Costs and Expenses. The Borrower hereby affirms its obligation under
Section 9.05 of the Credit Agreement to reimburse the Agent for all reasonable
costs, internal charges and out-of-pocket expenses paid or incurred by the Agent
in connection with the preparation, negotiation, execution and delivery of this
Amendment, including but not limited to the attorneys' fees and time charges of
attorneys for the Agent with respect thereto.

      8. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.

      9. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.

                                      - 4 -


      10. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.

                            [signature pages follow]

                                      - 5 -


            IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.

                                             ROBBINS & MYERS, INC.,
                                             AS BORROWER

                                             By: \s\ Kevin J. Brown
                                                 -------------------------------
                                             Name: Kevin Brown
                                             Title: Vice President, Finance and
                                                    Chief Financial Officer

                                             ROBBINS & MYERS FINANCE
                                             EUROPE B.V., AS SUBSIDIARY BORROWER

                                             By: \s\ Kevin J. Brown
                                                 -------------------------------
                                             Name: Kevin J. Brown
                                             Title: Treasurer

                    [Signature Page to Robbins & Myers, Inc.
                      Amendment No. 2 to Credit Agreement]



                                             BANK ONE, NA, AS ADMINISTRATIVE
                                             AGENT, ISSUING BANK AND LENDER

                                             By: \s\ Dana E. Jurgens
                                                 -------------------------------
                                             Name: Dana E. Jurgens
                                             Title: Director

                    [Signature Page to Robbins & Myers, Inc.
                      Amendment No. 2 to Credit Agreement]



                                             HARRIS TRUST AND SAVINGS BANK

                                             By: \s\ Thad D. Rasche
                                                 -------------------------------
                                             Name: Thad D. Rasche
                                             Title: Vice President

                    [Signature Page to Robbins & Myers, Inc.
                      Amendment No. 2 to Credit Agreement]



                                             NATIONAL CITY BANK

                                             By: \s\ Neal J. Hinker
                                                 -------------------------------
                                             Name: Neal J. Hinker
                                             Title: Senior Vice President

                    [Signature Page to Robbins & Myers, Inc.
                      Amendment No. 2 to Credit Agreement]



                                             WACHOVIA BANK, N.A.

                                             By: \s\ Sarah T. Warren
                                                 -------------------------------
                                             Name: Sarah T. Warren
                                             Title: Director

                    [Signature Page to Robbins & Myers, Inc.
                      Amendment No. 2 to Credit Agreement]



                                             THE BANK OF NOVA SCOTIA

                                             By: \s\ V. H. Gibson
                                                 -------------------------------
                                             Name: V. Gibson, Assistant Agent
                                             Title: ____________________________

                    [Signature Page to Robbins & Myers, Inc.
                      Amendment No. 2 to Credit Agreement]



                                             FIFTH THIRD BANK (WESTERN OHIO)

                                             By: \s\ Michael D. Lopez
                                                 -------------------------------
                                             Name: Michael D. Lopez
                                             Title: Relationship Manager - Large
                                             Corporate

                    [Signature Page to Robbins & Myers, Inc.
                      Amendment No. 2 to Credit Agreement]



                                            UNICREDITO ITALIANO,
                                            NEW YORK BRANCH

                                            By: \s\ Christopher J. Eldin
                                                --------------------------------
                                            Name: Christopher J. Eldin
                                            Title: First Vice President & Deputy
                                            Manager

                                            By: \s\ Charles Michael
                                                --------------------------------
                                            Name: Charles Michael
                                            Title: Vice President

                    [Signature Page to Robbins & Myers, Inc.
                      Amendment No. 2 to Credit Agreement]



                                SCHEDULE 2.02(a)

                          REVOLVING CREDIT COMMITMENTS



LENDER                                              COMMITMENT             PRO RATA %
- ----------------------------------------           ------------            ----------
                                                                     
Bank One, NA                                       $ 20,000,000                   20%
                                                   ------------            ---------
Harris Trust and Savings Bank                      $ 16,000,000                   16%
                                                   ------------            ---------
National City Bank                                 $ 16,000,000                   16%
                                                   ------------            ---------
Wachovia Bank, N.A.                                $ 13,600,000                13.60%
                                                   ------------            ---------
The Bank of Nova Scotia                            $ 13,600,000                13.60%
                                                   ------------            ---------
Fifth Third Bank                                   $ 13,600,000                13.60%
                                                   ------------            ---------
Unicredito Italiano, New York Branch               $  7,200,000                 7.20%
                                                   ------------            ---------
                                                   $100,000,000
                                                   ------------


                    [Signature Page to Robbins & Myers, Inc.
                      Amendment No. 2 to Credit Agreement]



                                    EXHIBIT A

                            REAFFIRMATION OF GUARANTY

            Each of the undersigned acknowledges receipt of a copy of Amendment
No. 2 to Third Amended and Restated Credit Agreement dated as of November 23,
2004 (the "Amendment"), consents to such amendment and each of the transactions
referenced therein and hereby reaffirms its obligations under the Guarantee
Agreement dated as of May 15, 1998 (as defined in the Amendment).

Dated as of November 23, 2004

                                               PFAUDLER, INC.

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer

                                               EDLON, INC.

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer

                                               GLASTEEL PARTS AND SERVICES, INC.

                                                By: \s\ Kevin J. Brown
                                                    ----------------------------
                                                    Name: Kevin J. Brown
                                                    Title: Treasurer

                                               E.C. MOTORS, INC.

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer



                                               INDEX MANUFACTURING CO., INC.

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer

                                               MOYNO, INC.

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer

                                               PIEPENBROCK ENTERPRISES, INC.

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer

                                               R&M ENVIRONMENTAL STRATEGIES,
                                               INC.

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer

                                               ROBBINS & MYERS ENERGY SYSTEMS,
                                               INC.

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer

                                               TARBY OF DELAWARE, INC.

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer



                                               ROBBINS & MYERS ENERGY SYSTEMS,
                                               L.P.

                                               By: Robbins & Myers Energy
                                                   Systems, Inc., as general
                                                   partner

                                               By: \s\ Kevin J. Brown
                                                   -----------------------------
                                                   Name: Kevin J. Brown
                                                   Title: Treasurer

                                               ROBBINS & MYERS HOLDINGS, INC.

                                                By: \s\ Kevin J. Brown
                                                    ----------------------------
                                                    Name: Kevin J. Brown
                                                    Title: Treasurer

                                               ROMACO, INC.

                                                By: \s\ Kevin J. Brown
                                                    ----------------------------
                                                    Name: Kevin J. Brown
                                                    Title: Treasurer

EX-10.1

                                                                    EXHIBIT 10.1

Execution Copy

                           MUTUAL SEVERANCE AGREEMENT

      This MUTUAL SEVERANCE AGREEMENT (the "Agreement") is entered into as of
November 26, 2004 among KARL H. BERGMANN ("Executive") and ROBBINS & MYERS
EUROPE AG, a Swiss company ("Employer"), and ROBBINS & MYERS, INC., an Ohio
corporation ("R&M Parent"), under the following circumstances:

            A. Executive is an officer and employee of Employer and has been an
      officer of R&M Parent;

            B. Employer is an indirect, wholly-owned subsidiary of R&M Parent;
      and

            C. Executive is leaving his employment with Employer and resigning
      all of his offices with Employer and any other direct or indirect
      subsidiary of R&M Parent, and Executive, Employer and R&M Parent desire in
      this Agreement to set forth the terms and conditions upon which such
      events will occur;

      NOW, THEREFORE, EXECUTIVE AND EMPLOYER AND R&M PARENT AGREE AS FOLLOWS:

      1. EMPLOYMENT SEPARATION. Executive hereby resigns his positions as an
officer and director of Employer effective November 26, 2004. R&M Parent removed
Executive as an officer of R&M Parent on October 5, 2004. Notwithstanding such
resignation of offices, Executive shall continue as an employee of Employer
until November 30, 2004 and will continue to receive his salary and current
benefits until November 30, 2004 although he will not report for work or engage
in any activities on behalf of Employer after November 26, 2004. Part I of
Schedule A, attached hereto and made a part of this Agreement ("Schedule A"),
sets forth as of November 26, 2004, the amount of Executive's salary and current
benefits that remain to be paid for his services through November 30, 2004. At
the close of business on November 30, 2004, Executive's employment with Employer
will terminate (the "Severance Date"). "Subsidiaries" when used hereinafter
shall mean and include Employer and any and all direct or indirect Subsidiaries
of R&M Parent. Executive hereby resigns, effective November 26, 2004, any and
all positions as a director or officer that he may have with any of the
Subsidiaries, including but not limited to those listed in Part II of Schedule
A. Executive agrees to execute any letter of resignation or other document that
may be necessary or appropriate to evidence his resignation as a director or
officer of any of the Subsidiaries.

      2. SEVERANCE AMOUNT. In compensation for the gap in Executive's pension
entitlement under the Winterthur Columna pension plan No. 1/83128 established by
Employer (the "Winterthur Columna Plan"), Employer shall pay a lump sum amount
equal to EUR 530,000

                                       1


(in words Euro five hundred thirty thousand) (the "Severance Amount") to
Executive. Employer and Executive intend the Severance Amount to compensate in
part for the gap in pension contributions as a result of Executive's loss of
office and early retirement on the Severance Date. The Severance Amount shall be
paid by Employer as follows: (i) an amount of EUR 193,000 (in words Euro one
hundred ninety three thousand) shall be paid on November 30, 2004 into
Executive's bank account that has been most recently used for crediting
Executive's salary payments; (ii) an amount of EUR 72,000 (in words Euro seventy
two thousand) shall be paid directly to Executive's pension account under the
Winterthur Columna Plan by November 30, 2004, as more specifically provided in
the last sentence of this paragraph; and (iii) an amount of EUR 265,000 (in
words Euro two hundred sixty five thousand) shall be paid to Executive on May
31, 2005 to the same bank account of Executive used for the EUR 193,000 payment.
Employer and Executive intend the EUR 72,000 payment to the account of Executive
under the Winterthur Columna Plan provided for in the preceding sentence to
compensate in part for the pension gap due Executive's early retirement on the
Severance Date and loss of future benefits from continued employment with
Employer; and in case that such EUR 72,000 payment can not be made in full to
the account of Executive under the Winterthur Columna Plan, the amount shall be
paid directly to Executive.

      3. STOCK OPTIONS. Part III of Schedule A lists options held by Executive
that are currently exercisable (the "Executive Options"). Any or all of the
Executive Options may be exercised at any time on or prior to November 30, 2005
provided the date of exercise is not more than ten years from the date the
option was granted.

      4. OTHER BENEFITS.

      A.    HOUSING. Employer currently leases the rental unit at Saeumerstrasse
68, Ch-8800 Thalwil, Zurich, Switzerland (the "Rental House ") that is occupied
by Executive from the lessor Schaeppi Grundstucke (the "Lessor"). Employer pays
CHF 10,925 per month to the landlord of the Rental House and Executive pays the
balance of the monthly rental. Employer shall continue to pay for the Rental
House CHF 10,925 per month until May 31, 2005.

      Effective June 1, 2005, Executive shall assume the lease for Rental House
(the "Lease") with all rights and obligations under the lease contract. In
particular, Executive has the obligation to properly refurbish Rental House when
finally moving out as required under the lease contract. This transaction
requires the consent of Lessor which has been granted. There is agreement that
Employer shall transfer the deposit of CHF 30.000 for refurbishment purposes of
Rental House which is part of the Lease, to Executive at the same time. In
connection with the assumption of the Lease, Employer shall be released from any
obligation under the Lease. Employer and Lessor shall conclude a separate
agreement about the transfer of the Lease and the deposit substantially in
accordance with Lessor's draft which will be signed by December 15, 2004.

      B.    AUTOMOBILE. Pfaudler Werke GmbH, Schwetzingen, Germany ("PWG"), an
indirect subsidiary of R&M Parent, currently leases a Mercedes-Benz S320 CDI
(the

                                       2


"Automobile") under a lease between Mercedes-Benz Leasing GmbH, Frankfurt/M.,
and PWG, Contract No. 936601, dated December 18, 2000 and Amendment Contract
dated January 12, 2001, that expires on April 30, 2005 (the "Automobile Lease").
For the period beginning December 1, 2004 and ending April 30, 2005, Employer
shall pay the following costs associated with the Automobile Lease: (i) the
monthly leasing rental of EUR 1,039.71 and (ii) the charges for insurance and
taxes through April 30 2005. All other costs associated with the Automobile
Lease for periods after November 30, 2004 shall be paid by Executive. It shall
be Executive's responsibility to return the Automobile in good condition,
reasonable wear and tear excepted, to Employer or its designee on the
termination date of the Automobile Lease. If at the end of the Automobile Lease,
PWG determines to sell the Automobile to a person other than R&M Parent or a
Subsidiary, R&M Parent shall cause PWG to advise Executive in writing that PWG
intends to sell the Automobile and Executive shall be given an opportunity to
bid on purchasing the Automobile.

      C.    PHONES. Employer agrees to cooperate with Executive in Executive's
efforts to have the telephone numbers presently used by Executive for business
purposes (mobile phone, phone at residence) transferred to Executive effective
December 1, 2004 provided the transfer is permitted under applicable telephone
company rules and Executive bears all of the costs incurred in connection with
any transfer and takes all steps necessary to effect the transfer. Employer
shall bear costs for use of Executive's phone at residence and mobile phone
until November 30, 2004.

      D.    RIGHT TO INDEMNIFICATION. In the event Executive becomes a party to
or witness or other participant in, or is threatened to be made a party to or
witness or other participant in, any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation by reason of (or arising in
part out of) the fact that Executive is or was an officer, director or employee
of R&M Parent or any of the Subsidiaries, R&M Parent shall, and shall cause each
of its Subsidiaries, to indemnify Executive to the fullest extent permitted by
applicable law as soon as practicable but in any event no later than thirty days
after written demand is presented to R&M Parent against any and all expenses,
judgments, settlements, or other loss arising from or relating to any such
action, suit, proceeding, inquiry or investigation.

      E.    TAX EQUALIZATION AND TAX SERVICES. R&M Parent hereby agrees that the
terms of the Permanent International Assignment (as defined below) relating to
the tax equalization program and tax services provided shall be applicable for
the tax years 2002, 2003 and until November 30, 2004, if necessary, as
determined by Tax Partner / Ernst & Young. This shall include in particular a
gross up of those benefits under the Permanent International Assignment
considered taxable income in the years 2002, 2003 and until November 30, 2004.
Any taxes that might be due with respect to benefits under the Permanent
International Assignment in 2002, 2003 and until November 30, 2004 shall be paid
by Employer upon properly documented written request of Executive within 30 days
after receipt of such written request.

      F.    ACCRUED ENTITLEMENTS UNDER DEFERRED COMPENSATION SCHEME OF PFAUDLER
WERKE GmbH. The previously accrued entitlements of Executive under the Deferred

                                       3


Compensation Scheme of Pfaudler Werke GmbH, in particular the insurance policies
Nos.: 00019762, 00034658, 00049974 and 00072484 with DBV-Winterthur
Versicherungen, that are due for payment in December 2004 shall remain
unaffected by this Agreement and shall be paid into Executive's designated bank
account without delay.

      G.    CEASE OF WINTERTHUR COLUMNA PLAN. Winterthur Columna Plan will cease
to exist effective as of December 31, 2004. Executive shall stay in Winterthur
Columna Plan until December 31, 2004.

      H.    BINDING EFFECT. There is agreement between the contracting parties
that in case Executive should die all outstanding payments and benefits
according to this Agreement shall be paid to Executive's heirs.

      5. CONFIDENTIALITY. Executive shall not, without the express written
consent of R&M Parent, at any time while employed by Employer or after the
Severance Date use any Confidential Information of R&M Parent or the
Subsidiaries for any purpose not associated with activities of R&M Parent or the
Subsidiaries, or disseminate or disclose any Confidential Information of R&M
Parent or the Subsidiaries to any person or entity not affiliated with R&M
Parent or the Subsidiaries. As used in this Section, "Confidential Information"
includes, but is not limited to, business systems, manufacturing methods, bills
of materials, formulas, policies, procedures, manuals, promotional materials,
price lists, pricing policies, order forms, contracts, agreements, invoices,
receipts, messages, memoranda, circulars, bulletins, sales records for any
assigned territory, sale and delivery schedules, customer lists, customer files,
customer credit terms and information, any records regarding the solicitation of
orders, past, present or prospective orders to the extent that any of these
items are used by R&M Parent or any of the Subsidiaries, but confidential
information does not include information that (i) is or becomes generally
available to the public other than as a result of a disclosure by Executive or
(i) becomes available to Executive on a nonconfidential basis from a source
other than R&M Parent or a Subsidiary, provided that such source is not known by
Executive to be bound by a confidentiality agreement with or other obligation of
secrecy to R&M Parent or a Subsidiary.

      6. RELEASE OF CLAIMS. In consideration of the payments and benefits
provided to Executive under this Agreement, Executive, on behalf of himself, his
heirs, assigns and agents, fully settles, releases, and forever discharges R&M
Parent and each of its Subsidiaries and each of their respective predecessors,
successors, assigns, and affiliates and the present and former officers,
directors, agents, and employees of any of them from any and all claims,
demands, liabilities, costs, attorneys' fees, damages, actions, and causes of
action which he has against any of them. Executive acknowledges and agrees that
the foregoing release covers any and all claims arising out of or related to his
employment, or his termination from employment with the Employer, and claims
arising under the Executive Employment Agreement between R&M Parent and
Executive dated September 1, 2001 and the related Permanent International
Assignment Letter of Understanding bearing the date January 24, 2002 (the
"Permanent

                                       4


International Assignment") to the fullest extent possible under applicable law,
but does not cover any claims arising out of a breach of this Agreement.

In consideration of the payments and benefits waived by Executive when
negotiating this Agreement, R&M Parent and Employer and each of their respective
predecessors, successors, assigns, and affiliates and the present and former
officers, directors, agents, and employees of any of them fully settle, release,
and forever discharge Executive on behalf of himself, his heirs, assigns and
agents from any and all claims, demands, liabilities, costs, attorneys' fees,
damages, actions, and causes of action which they have against him. R&M Parent
and Employer and each of their respective predecessors, successors, assigns, and
affiliates and the present and former officers, directors, agents, and employees
of any of them acknowledge and agree that the foregoing release covers any and
all claims arising out of or related to the Executive's employment, or his
termination from employment with the Employer and R&M Parent, and claims by
reasons of (or arising in part out of) the fact that Executive is or was an
officer, director or employee of R&M Parent or of any of the Subsidiaries to the
fullest extent possible under applicable law, but does not cover any claims
arising out of a breach of this Agreement.

R&M Parent guarantees that all claims, demands, liabilities, costs, attorneys'
fees, damages, actions, and causes of action which any of the Subsidiaries and
each of their respective predecessors, successors, assigns, and affiliates and
the present and former officers, directors, agents, and employees of any of them
have against Executive are fully discharged and forever finally settled, to the
fullest extent possible under applicable law, by this Agreement.

      7. COOPERATION. Executive agrees that he shall reasonably assist Employer,
R&M Parent or any of the Subsidiaries in any claims or any litigation brought by
or against any of them involving matters occurring during the period of his
employment with Employer or any of the Subsidiaries, including, among other
things, being deposed in litigation proceedings. Employer will reimburse
Executive any reasonable expenses or other costs that he incurs as a result of
providing such assistance.

      8. WITHHOLDINGS. Notwithstanding anything to the contrary contained in
this Agreement, Employer and R&M shall be entitled to withhold from any payments
under this Agreement any amounts that either of them is required under
applicable tax or other laws to withhold from the payments being made hereunder.

      9. OBLIGATION TO PAY IN ANY EVENT. The payment obligations of R&M Parent
and Employer under this Agreement are joint and several, absolute and
unconditional and not subject to any set off or reduction, except as expressly
stated in Section 8 or involving a claim that Executive failed to assume the
Lease as contemplated in Section 4(A). In the event that R&M Parent or Employer
shall have a claim against Executive that claim shall not be asserted as a
set-off or basis for not making any required payment under this Agreement. In
the event that R&M Parent or Employer withholds a payment under this Agreement
other than in accordance with Section 8 and Executive incurs any costs or
expenses, including attorney's fees

                                       5


in collecting such withheld payment, R&M Parent shall be liable for all such
costs and expenses incurred by Executive.

      10. SEVERABILITY. The provisions of this Agreement are severable. If any
provision of this Agreement is determined to be invalid or unenforceable by a
court of competent jurisdiction, the other provisions of this Agreement shall
continue in full force and effect and the voided provision shall be amended, if
permissible, to the extent necessary to render it valid and enforceable. The
contracting parties obligate themselves to replace invalid, illegal or
unenforceable provisions by such valid provisions which come as close as
possible to the economic purposes pursued by the invalid, illegal or
unenforceable provision.

      11. GOVERNING LAW. All matters relating to the interpretation,
construction, and enforcement of this Agreement shall be governed by and
construed according to the laws of Germany. This Mutual Severance Agreement is
entered into in order to finally settle differences between the contracting
parties about the Employment Contract and the Permanent International
Assignment. The contracting parties agree that the civil courts of Frankfurt/M.
/ Germany shall have exclusive jurisdiction for any disputes arising from this
Agreement.

      12. ACKNOWLEDGMENT. Executive, in connection with his execution of this
Agreement, acknowledges that he has been advised by Employer to consult with an
attorney prior to executing this Agreement, that he has consulted with his own
attorney in advance of signing this Agreement, that he understands the legal and
binding effect of this Agreement, and that he signs this Agreement voluntarily.

      13. ENTIRE AGREEMENT. The foregoing terms represent the entire agreement
between Executive and R&M Parent and Employer relating to the cessation of his
employment with Employer and the only consideration for signing this Agreement.
No other promises or agreements of any kind have been made between the parties
to cause them to sign this Agreement.

             [The balance of this page is intentionally left blank.]

                                       6


      14. WRITTEN FORM. Changes of and amendments to this Agreement, including
this Section 14, require written form signed by the contracting parties to be
effective.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date and year first set forth above.

"Executive"                                            "Employer"
                                                       ROBBINS & MYERS EUROPE AG

/S/ Karl H. Bergmann                                   By /S/ Kevin J. Brown
- --------------------                                      ------------------
Karl Bergmann                                             Kevin J. Brown
                                                          Authorized Officer

"R&M Parent"

ROBBINS & MYERS, INC.

By /S/ Peter C. Wallace
   --------------------
 Peter C. Wallace
 President and Chief Executive Officer

#318657 v1

                                       7


                                   SCHEDULE A

PART I OF SCHEDULE A

The following is a list of items that remain payable to or on behalf of
Executive for his services through November 30, 2004:

      1. Salary payment of CHF 29,520.20 is due and payable on or about November
25, 2004.

      2. Education allowance for Executive's child Nicolas in the amount of Euro
4,025.35 that was due in November 2004 to the extent it remains unpaid.

      3. Maintenance, fuel, and winter tire change for Executive's automobile
for the period through November 30, 2004 to the extent that it remains unpaid.

      4. Annual bonus payment under R&M Parent's cash bonus plan for fiscal year
2004 in the amount of CHF 27,826.11 [1 CHF = 0.8501 USD] due and payable in
November 2004.

PART II OF SCHEDULE A

- - Managing Director of Robbins & Myers Europe AG, Zurich, Switzerland,

- - President and CEO of Romaco AG, Volketswil, Switzerland,

- - President and CEO of PfaudlerSpiess AG, Rheinfelden, Switzerland,

- - Managing Director of Pfaudler Werke GmbH, Schwetzingen, Germany,

- - Director of Robbins & Myers UK Ltd., Leven, Scotland,

- - Managing Director of Robbins & Myers GmbH, Schwetzingen, Germany,

- - Director of Tycon Technoglass S.p.A., Quarto d'Altino, Italy,

- - Managing Director of Pfaudler France S.a.r.l., Strassbourg, France,

- - Director of Romaco S.r.l., Bologna, Italy.

                                       8


PART III OF SCHEDULE A

INDIVIDUAL: Karl Bergmann



                           EXERCISABLE             OPTION
DATE OF GRANT          SHARES AT 11/26/04       PRICE IN USD
- -------------          ------------------       ------------
                                          
6/26/1996                     4,000                 22.38
6/24/1997                     7,500                 35.50
6/23/1998                    12,000                 24.44
6/22/1999                    10,000                 25.25
6/27/2000                    10,000                 20.88
6/26/2001                    10,000                 27.75
6/25/2002                     6,667                 25.17
6/24/2003                     5,000                 19.20
6/24/2004                         0                 21.77


362455v3

                                       9