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                                                                   EXHIBIT 10.14


                        REXNORD SUPPLEMENTAL PENSION PLAN

                               FOR U.S. EMPLOYEES

                            EFFECTIVE JANUARY 1, 2003

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                        REXNORD SUPPLEMENTAL PENSION PLAN
                               FOR U.S. EMPLOYEES
                            EFFECTIVE JANUARY 1, 2003

                                TABLE OF CONTENTS

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ARTICLE I - NAME, PURPOSE AND EFFECTIVE DATE...........................................................1

   1.01   NAME AND PURPOSE.............................................................................1
   1.02   EFFECTIVE DATE...............................................................................1

ARTICLE II - DEFINITIONS...............................................................................2

   2.01   ADMINISTRATOR................................................................................2
   2.02   BOARD........................................................................................2
   2.03   CLOSING DATE.................................................................................2
   2.04   CODE.........................................................................................2
   2.05   EFFECTIVE DATE...............................................................................2
   2.06   EMPLOYEE.....................................................................................2
   2.07   EMPLOYER.....................................................................................2
   2.08   PARTICIPANT..................................................................................2
   2.09   PLAN.........................................................................................2
   2.10   RETIREMENT PLAN..............................................................................2
   2.11   SUPPLEMENTAL PLAN BENEFIT....................................................................2

ARTICLE III - ELIGIBILITY..............................................................................3

   3.01   PARTICIPATION................................................................................3

ARTICLE IV - SUPPLEMENTAL PLAN BENEFITS................................................................4

   4.01   AMOUNT OF SUPPLEMENTAL PLAN BENEFITS.........................................................4
   4.02   AMOUNT OF SUPPLEMENTAL PLAN PRE-RETIREMENT DEATH BENEFIT.....................................4
   4.03   COMMENCEMENT AND FORM OF SUPPLEMENTAL PLAN BENEFIT PAYMENT...................................4
   4.04   SUSPENSION OF BENEFITS.......................................................................5

ARTICLE V - VESTING....................................................................................6

   5.01   VESTING......................................................................................6
   5.02   FORFEITURE FOR CAUSE.........................................................................6

ARTICLE VI - FUNDING...................................................................................7

   6.01   FUNDING......................................................................................7

ARTICLE VII - ADMINISTRATION...........................................................................8

   7.01   DUTIES OF PLAN ADMINISTRATOR.................................................................8
   7.02   FINALITY OF DECISIONS........................................................................8

ARTICLE VIII - MISCELLANEOUS...........................................................................9

   8.01   NON-GUARANTEE OF EMPLOYMENT..................................................................9
   8.02   RIGHTS UNDER PLAN............................................................................9
   8.03   AMENDMENTS/TERMINATION.......................................................................9
   8.04   NONASSIGNABILITY.............................................................................9
   8.05   ENTIRE AGREEMENT, SUCCESSORS.................................................................9
   8.06   SUCCESSOR EMPLOYER..........................................................................10
   8.07   GOVERNING LAW...............................................................................10
   8.08   CLAIMS PROCEDURE............................................................................10
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                                    ARTICLE I

                        NAME, PURPOSE AND EFFECTIVE DATE

1.01   NAME AND PURPOSE

       The supplemental retirement plan set forth herein shall be known as the
       Rexnord Supplemental Pension Plan for U.S. Employees (the "Plan"). The
       Plan is established, and shall be maintained, solely for the purpose of
       providing supplemental retirement plan benefits which are not provided
       under the Rexnord Non-Union Pension Plan for certain Participants. The
       Plan is unfunded and maintained primarily for the purpose of providing
       non-qualified deferred compensation for certain Participants who are part
       of a select group of management or highly-compensated employees.

1.02   EFFECTIVE DATE.

       This Plan shall be effective January 1, 2003. Notwithstanding the
       foregoing this Plan shall apply to Participants who retire or terminate
       their employment with the Employer on or after the Closing Date.

                                        1
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                                   ARTICLE II

                                   DEFINITIONS

2.01   "ADMINISTRATOR" means Rexnord Corporation or its duly authorized
       representative.

2.02   "BOARD" means the Board of Directors of the Employer.

2.03   "CLOSING DATE" means November 22, 2002 or such other date as agreed to by
       the parties under the terms of the Stock Purchase Agreement relating to
       the purchase of the Employer and the Carlyle Group.

2.04   "CODE" means the Internal Revenue Code of 1986, as amended from time to
       time. Reference to a specific provision of the Code shall include such
       provision, any valid regulation or ruling promulgated thereunder, and any
       provision of future law that amends, supplements, or supersedes such
       provision.

2.05   "EFFECTIVE DATE" means January 1, 2003.

2.06   "EMPLOYEE" means any person employed by the Employer.

2.07   "EMPLOYER" means Rexnord Corporation and any subsidiary and/or affiliated
       corporation which has adopted this Plan.

2.08   "PARTICIPANT" means an Employee who has been named a Participant in this
       Plan in the manner set forth in Article III.

2.09   "PLAN" means the Rexnord Supplemental Pension Plan for U.S. Employees.

2.10   "RETIREMENT PLAN" means the Rexnord Corporation Non-Union Pension Plan,
       as in effect on January 1, 2003 or as amended thereafter from time to
       time; provided, however, that for purposes of determining the benefits
       under the Plan of any individuals who were accruing benefits under the
       Invensys Pension Plan (Controls Component) immediately prior to the
       Closing Date, the benefit formula and provisions related to early
       retirement eligibility and adjustments in benefit amount for commencement
       prior to Normal Retirement Age contained in the Invensys Pension Plan as
       of the Closing Date, shall apply.

2.11   "SUPPLEMENTAL PLAN BENEFIT" means the benefit payable under Article IV of
       the Plan.

Unless otherwise provided herein, or the context requires a differing meaning,
all terms contained in this Plan shall have the same meaning as set forth in the
Retirement Plan, as amended from time to time.

                                        2
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                                   ARTICLE III

                                   ELIGIBILITY

3.01   PARTICIPATION

       An Employee shall participate in the Plan when such Employee's benefit
       under the Retirement Plan is subject to the limitations set forth in
       Section 401(a)(17) and/or Section 415 of the Code; provided, he has been
       identified by the Administrator as eligible to participate. A Participant
       shall continue to participate in the Plan until termination of employment
       or until the date the Administrator determines otherwise.

                                        3
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                                   ARTICLE IV

                           SUPPLEMENTAL PLAN BENEFITS

4.01   AMOUNT OF SUPPLEMENTAL PLAN BENEFITS

       A Participant shall be entitled to a benefit under the provisions of this
       Article if his benefit determined under the provisions of the Retirement
       Plan is less than such benefit would have been if (a) the definition of
       Compensation under the Retirement Plan included Compensation in excess of
       the limitations imposed under Section 401(a)(17) of the Code and/or (b)
       the limits under Section 415 of the Code did not apply.

       If a Participant's benefit from the Retirement Plan is reduced as a
       result of either or both of the conditions described in the preceding
       paragraph, the benefit to which the Participant is entitled under the
       Plan shall be equal to the amount determined under (i) below minus the
       amount determined under (ii) below:

       i.     The benefit which would have been payable under the terms of the
              Retirement Plan if the definition of Compensation under the
              Retirement Plan included Compensation in excess of the limitations
              imposed under Section 401(a)(17) of the Code and if the limits
              under Section 415 of the Code did not apply.

       ii.    The benefit actually payable to the Participant under the terms of
              the Retirement Plan.

4.02   AMOUNT OF SUPPLEMENTAL PLAN PRE-RETIREMENT DEATH BENEFIT

       In the event that the Participant dies prior to commencement of his
       Supplemental Plan Retirement Benefit and his Beneficiary under the
       Retirement Plan is entitled to a pre-retirement death benefit under said
       Retirement Plan, then such Beneficiary shall also be entitled to a
       pre-retirement death benefit under this Supplemental Plan. The amount of
       such benefit shall be determined in the same manner as under the
       Retirement Plan, other than the application of the limitations on
       benefits payable under the Retirement Plan as referenced above in Section
       4.01.

4.03   COMMENCEMENT AND FORM OF SUPPLEMENTAL PLAN BENEFIT PAYMENT

       Subject to the discretion of the Administrator, benefits shall commence
       under this Article to a Participant or the Participant's Beneficiary in
       the same form and as of the same date that benefits commence to the
       Participant or Participant's Beneficiary under the Retirement Plan.

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       Notwithstanding the preceding paragraph if the Actuarial Equivalent of
       the Participant's retirement benefit under this Plan at the time of
       payment does not exceed $5,000, or such other amount as determined by the
       Administrator, then such retirement benefit shall be automatically
       payable as a lump sum.

4.04   SUSPENSION OF BENEFITS

       Payment of benefits under this Plan to a retired Participant who is
       reemployed by the Employer may be suspended by the Administrator if the
       payment of such Participant's benefit under the Retirement Plan is
       suspended on account of reemployment. Upon such Participant's subsequent
       retirement or termination of employment, his benefits shall recommence
       and the benefit payable under this Plan may be recomputed by accumulating
       both periods of employment and will be actuarially adjusted to reflect
       any benefit payments previously made to the Participant in order to avoid
       any duplication of benefits.

                                        5
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                                    ARTICLE V

                                     VESTING

5.01   VESTING

       A Participant shall be vested in his Supplemental Plan Benefit to the
       extent he is vested in his benefit under the provisions of the Retirement
       Plan.

5.02   FORFEITURE FOR CAUSE

       Notwithstanding any other provision of this Plan to the contrary, any
       Participant who (i) because of admitted or judicially proven fraud or
       dishonesty causes substantial harm to the Employer or (ii) knowingly and
       materially violates any non-interference or non-competition provision
       contained in any employment agreement with the Employer, shall forfeit
       all retirement benefits otherwise payable to him, and death benefits
       payable to his spouse or Beneficiary, under this Plan.

                                        6
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                                   ARTICLE VI

                                     FUNDING

6.01   FUNDING

       There is no fund associated with this Plan. The Employer shall be
       required to make payments only as benefits become due and payable. No
       person shall have any right, other than the right of an unsecured general
       creditor, against the Employer with respect to the benefits payable
       hereunder, or which may be payable hereunder, to any Participant,
       surviving spouse or Beneficiary hereunder. If the Employer, acting in its
       sole discretion, establishes a reserve or other fund associated with this
       Plan, no person shall have any right to or interest in any specific
       amount or asset of such reserve or fund by reason of amounts which may be
       payable to such person under this Plan, nor shall such person have any
       right to receive any payment under this Plan except as and to the extent
       expressly provided in this Plan. The assets in any such reserve or fund
       shall be subject to the control of the Employer, and need not be used to
       pay benefits hereunder.

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                                   ARTICLE VII

                                 ADMINISTRATION

7.01   DUTIES OF ADMINISTRATOR

       The Administrator of the Plan shall be Rexnord Corporation. The
       Administrator shall have full authority to construe and interpret the
       terms and provisions of the Plan, to adopt, alter and repeal such
       administrative rules, guidelines and practices governing this Plan and
       perform all acts, including the delegation of its administrative
       responsibilities, as it shall, from time to time, deem advisable, and to
       otherwise supervise the administration of this Plan. The Administrator
       may correct any defect, supply any omission or reconcile any
       inconsistency in the Plan, or in any election hereunder, in the manner
       and to the extent it shall deem necessary to carry the Plan into effect.
       Any decision, interpretation or other action made or taken in good faith
       by or at the direction of the Administrator in connection with the Plan
       shall be within the absolute discretion of the Administrator and shall be
       final, binding and conclusive on the Company and all employees and
       Participants and their respective heirs, executors, administrators,
       successors and assigns. A Participant who is also the Administrator, a
       member of a committee that is the Administrator or a person to whom the
       Administrator has delegated responsibility pursuant to this Section 7.01
       shall not participate in any decision involving a request made by him or
       relating in any way to his rights, duties, and obligations as a
       Participant (unless such decision relates to all Participants generally
       and in a similar manner).

7.02   FINALITY OF DECISIONS

       The Administrator is expressly granted, without intending any limitation,
       the discretion to construe the terms of the Plan and to determine
       eligibility for benefits hereunder. The decisions made by and the actions
       taken by the Administrator in the administration of the Plan shall be
       final and conclusive on all persons, and neither the Administrator nor
       the Employer shall be subject to individual liability with respect to the
       Plan.

                                        8
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                                  ARTICLE VIII

                                  MISCELLANEOUS

8.01   NON-GUARANTEE OF EMPLOYMENT

       Nothing contained in this Plan shall be construed as a contract of
       employment between the Employer and any Participant, or as a right of any
       such Participant to be continued in the employment of the Employer, or as
       a limitation on the right of the Employer to deal with any Participant,
       as to their hiring, discharge, layoff, compensation, and all other
       conditions of employment in all respects as though this Plan did not
       exist.

8.02   RIGHTS UNDER PLAN

       Nothing in this Plan shall be construed to limit, broaden, restrict, or
       grant any right to a Participant, surviving spouse or any Beneficiary
       thereof under the Retirement Plan, or to grant any additional right to
       any such person under the Retirement Plan or in any way to limit, modify,
       repeal or otherwise affect the Employer's right to amend or modify the
       Retirement Plan.

8.03   AMENDMENTS/TERMINATION

       The Employer reserves the right to make from time to time amendments to
       or terminate this Plan by vote duly adopted by the Board of Directors,
       provided that no such amendment or termination shall reduce any benefits
       earned under the terms of this Plan prior to the date of termination or
       amendment.

8.04   NONASSIGNABILITY

       The benefits payable under this Plan shall not be subject to alienation,
       assignment, garnishment, execution or levy of any kind and any attempt to
       cause any benefits to be so subjected shall not be recognized, except to
       the extent required by applicable law.

8.05   ENTIRE AGREEMENT; SUCCESSORS

       This Plan, including any subsequently adopted amendments, shall
       constitute the entire agreement or contract between the Employer and any
       Participant regarding the Plan. There are no covenants, promises,
       agreements, conditions or understandings, either oral or written, between
       the Employer and any Participant relating to the subject matter hereof,
       other than those set forth in this Plan. This Plan and any amendment
       shall be binding on the parties hereto and their respective heirs,
       administrators, trustees, successors and assigns, and on all designated
       Beneficiaries of the Participant.

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8.06   SUCCESSOR EMPLOYER

       In the event of the dissolution, merger, consolidation or reorganization
       of the Employer, provision may be made by which a successor to all or a
       major portion of the Employer's property or business shall continue this
       Plan, and the successor shall have all of the powers, duties and
       responsibilities of the Employer under this Plan.

8.07   GOVERNING LAW

       This Plan shall be construed and enforced in accordance with, and
       governed by, the laws of the State of Delaware.

8.08   CLAIMS PROCEDURE

       The Claims Procedure currently detailed, and as may later be amended,
       under the Retirement Plan is hereby incorporated by reference as the
       Claims Procedure for this Plan; provided, however that the "Board of
       Directors, or its duly authorized representative", shall be substituted
       for the "Committee" in the Claims Procedure detailed in such Retirement
       Plan.

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IN WITNESS WHEREOF, Rexnord Corporation has caused this instrument to be
executed in its name and on its behalf and effective as of January 1, 2003.


                                              Rexnord Corporation

                                              By:
                                                  ------------------------------

                                              Title:
                                                     ---------------------------

Attest:


By:
    --------------------------
(Seal)

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