<PAGE>

                                BURKE INDUSTRIES, INC.

                      EXECUTIVE DEFERRED COMPENSATION AGREEMENT

     THIS AGREEMENT, made and entered into as of this 30th day of November 
1995, by and between Burke Industries, Inc., a California corporation, with 
principal offices and place of business 2250 South Tenth Street, San Jose, CA 
95112 (hereinafter referred to as the "Corporation" or the "Employer"), and 
that executive employee indicated on the signature page hereto, an individual 
residing in the State of California (hereinafter referred to as the 
"Employee"). 

                                   WITNESSETH THAT:

     WHEREAS, the Employee is employed by the Corporation, and has been selected
by the Corporation for participation in this plan; and

     WHEREAS, the Corporation recognizes the valuable services heretofore
performed for it by the Employee and wishes to encourage Employee's continued
employment; and

     WHEREAS, the Employee wishes to defer a certain portion of compensation
payable to him; and the Employer may from time to time determine by Board of
Directors resolution make supplemental contributions to the retirement account
established hereunder,

     WHEREAS, the parties hereto wish to provide the terms and conditions upon
which the Corporation shall pay such deferred compensation to the Employee or
his designated beneficiary; and

     WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement maintained primarily to provide deferred compensation
benefits for the Employee, a member of a select group of management or highly
compensated employees of the Corporation for purposes of the Employee Retirement
Income Security Act of 1974, as amended.

     NOW THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:

     1.    DEFINITION OF TERMS.  Certain words and phrases are defined when
           first used in later paragraphs of this Agreement.  In addition, the
           following words and phrases when used herein, unless the context
           clearly requires otherwise, shall have the following respective
           meanings:

           (a)   Accrued Benefit.  The sum of all Deferred Amounts, including
                 Employee Deferrals and Supplemental Deferrals (subject to any
                 vesting schedule), credited to the Employee's Retirement
                 Account and due and owing to the Employee or his designated
                 beneficiaries pursuant to this Agreement, together with
                 Additions thereto calculated as set forth in paragraph 3,
                 hereof, minus any distributions made hereunder.

<PAGE>

           (b)   Affiliate.  Any corporation, partnership, joint venture,
                 association, or similar organization or entity, the employees
                 of which would be treated as employed by the Corporation under
                 Section 414(b) or 414(c) of the Code.

           (c)   Agreement.  This Agreement, together with any amendments or
                 supplements thereto.

           (d)   Code.  The Internal Revenue Code of 1986, as amended or as it
                 may be amended from time to time.

           (e)   Compensation.  Total salary and commissions of the Employee
                 paid or accrued by the Corporation, excluding any bonus,
                 commissions, Accrued Benefits, stock options, stock
                 appreciation rights, or any employer contributions or payments
                 to any trust fund, agreement or plan providing retirement,
                 pension, profit sharing, health, welfare, death, insurance or
                 similar benefits.

           (f)   Early Retirement Date.  The date the Employee attains the age
                 of fifty-five (55).  The date upon which the Employee attains
                 the age of sixty-five (65) shall be referred to as the Normal
                 Retirement Date.

           (g)   Effective Date.  December 1, 1995.

           (h)   Election of Deferral.  A written notice filed by the Employee
                 with the chief financial officer or controller of the
                 Corporation in substantially the form attached hereto as
                 Exhibit A, specifying the amount of Compensation to be
                 deferred.

           (i)   Fiscal Year.  The taxable year of the Corporation.

           (j)   Normal Retirement Date.  The date the Employee attains the age
                 of sixty-five (65).  The date upon which the Employee attains
                 the age of fifty-five (55) shall be referred to as the Early
                 Retirement Date.

           (k)   Notice of Discontinuance.  A written notice filed by the
                 Employee with the chief financial officer or controller of the
                 Corporation in substantially the form attached hereto as
                 Exhibit D, requesting discontinuance of the deferral of the
                 Employee's Compensation.

           (l)   Plan Year.  The administrative accounting year of the deferred
                 compensation program established under administrative policies
                 established by the Employer for the administration of the
                 obligations under the terms of this Agreement, which shall be
                 the calendar year or a portion thereof in the initial or final
                 year of the Agreement.

                                       2

<PAGE>

           (m)   Qualified Plan.  The pension or profit sharing plan qualified
                 under section 401 of the Internal Revenue Code, more
                 specifically described at Exhibit E, attached hereto.

           (n)   Retirement Account.  Book entries maintained by the
                 Corporation reflecting the Accrued benefit, including Employee
                 Deferrals, Supplemental Deferrals and Additions thereon,
                 subject to any vesting schedule applicable to Supplemental
                 Deferrals described herein; provided, however, that the
                 existence of such book entries and the Retirement Account
                 shall not create and shall not be deemed to create a trust of
                 any kind, or a fiduciary relationship between the Corporation
                 and the Employee, his designated beneficiaries or other
                 beneficiaries under this Agreement.

           (o)   Survivor Benefit.  The Survivor Benefit shall be the greater
                 of: (a) the amount set forth at Schedule 1, attached hereto,
                 which may be updated from time to time by the Corporation,
                 minus any distributions made hereunder, or (b) the Accrued
                 Benefit.

                 In either (a) the absence of any amount set forth at Schedule
                 1, or (b) in the event that the Employee's death is the result
                 of suicide occurring within three years of the date of this
                 Agreement, then the Survivor Benefit shall be equal to the
                 Accrued Benefit.

2.   DEFERRED COMPENSATION.

a.   Employee Deferrals.

Commencing on the Effective Date, and continuing through the date on which the
Employee's employment terminates because of his death, retirement, disability,
or any other cause, the Employee and the Corporation agree that the Employee
shall defer into his Retirement Account the amount set forth in the Election of
Deferral, which the Employee would otherwise be entitled to receive from the
Corporation in each Fiscal Year of the Corporation.

The amount selected for deferral by the Employee pursuant to an Election of
Deferral is referred to as the "Annual Deferral Sum."  The amounts of
compensation actually deferred, taking into account discontinuance of deferral
pursuant to a Notice of Discontinuance, are hereinafter collectively referred to
as the "Deferred Amounts."  The Employee's Deferred Amounts shall be credited to
the Employee's Retirement Account as of the dates such Deferred Amounts would,
but for such deferral, be payable to the Employee.

3.   ADDITIONS TO DEFERRED AMOUNTS.  The Corporation agrees that it will credit
     Deferred Amounts in the Employee's Retirement Account with additions
     thereon ("Additions") from and after dates Deferred Amounts are credited to
     the Retirement Account.  Additions to Deferred Amounts shall accrue
     commencing on the date the Retirement Account first has a positive balance
     and shall continue up to the date that the 

                                       3

<PAGE>

     Retirement Account has been reduced to zero.  Additions shall be calculated
     as an amount (the "As If Rate") equal to the yield that would be realized,
     including any dividends, interest, or other current yield, as well as any 
     capital gain or loss based on an adjustment to fair market value on any 
     date of calculation, as if hypothetically invested in whole or fractional 
     shares in the assets set forth at Schedule 2 (the Calculation Assets), 
     which may be changed at the sole discretion of the Employer, from time to 
     time.  The Employer shall have no obligation to actually acquire any of 
     the Calculation Assets set forth at Schedule 2, and such return shall be
     only for purposes of calculating Additions to Deferred Amounts hereunder.
     The Employee shall have no rights in or to any Calculation Assets set forth
     at Schedule 2, as provided elsewhere in this Agreement.  The As If Rate 
     shall be adjusted on the last day of each fiscal quarter the plan year at 
     the mean trading price of the Calculation Assets on such date or the first
     business date thereafter, as quoted in Barrons financial news publication,
     or in the absence of a quotation therein, in a similar publication or other
     authoritative valuation of the specified Calculation Assets.  Any such
     designation of new Calculation Assets by the Employer must be in writing. 
     For purposes of calculating Additions, it shall be assumed that the
     Calculation Assets is sold and the alternate Calculation Assets is
     purchased on the first business day following such revised designation by
     the Corporation.

4.   ELECTION TO DEFER COMPENSATION.  The Employee may elect an Annual Deferral
     Sum hereunder by filing an Election of Deferral.  The initial Election of
     Deferral must be filed within twenty (20) days of the Effective Date of
     this Agreement.  Such initial Election of Deferral, if any, shall be
     effective commencing with the first day of the month after it is filed. 
     Thereafter, an Election of Deferral must be filed at least twenty (20) days
     prior to the beginning of the Plan Year to which it pertains and shall be
     effective on the first day of the Plan Year following the filing thereof. 
     The maximum amount of the Annual Deferral Sum shall be an amount equal to
     the maximum amount that can be deferred under section 402(g), which limits
     deferrals under qualified cash or deferred arrangement, which amount is
     equal to $7000 adjusted annually so that for 1995 the limitation hereunder,
     for example, is $9240.  The minimum deferral shall be One Thousand Dollars
     ($1,000).

5.   TERMINATION OF ELECTION.  The Employee's initial Election of Deferral shall
     continue in effect, pursuant to the terms of the Election of Deferral,
     unless and until the Employee files with the Corporation a Notice of
     Discontinuance or a subsequent Election of Deferral specifying a different
     amount of deferral.  Each Election of Deferral filed subsequent to the
     initial Election of Deferral shall similarly continue in effect until the
     Employee files a Notice of Discontinuance or a new Election of Deferral. 
     Any new Election of Deferral, to be effective, must be filed at least
     twenty (20) days prior to the beginning of the Plan Year in which deferral
     is sought.  A notice of Discontinuance shall be effective if filed at least
     twenty (20) days prior to any 1st day of the first month, 1st day of the
     fourth month, 1st day of the seventh month, or 1st day of the tenth month
     of the Plan Year.  Such Notice of Discontinuance shall be effective
     commencing with the 1st day of the first month, 1st day of the fourth
     month, 1st day of the seventh month, or 1st day of the tenth month of the
     Plan Year following its filing, whichever applies, and 

                                       4

<PAGE>

     shall apply only with respect to the Employee's Compensation attributable 
     to services not yet performed.

6.         (a)  RETIREMENT BENEFIT.  The Corporation agrees that, from and
           after the retirement of the Employee from the service of the
           Corporation upon reaching his Early Retirement Date or Normal
           Retirement Date, the Corporation shall thereafter pay as a
           retirement benefit ("Retirement Benefit") to the Employee the
           Employee's entire Accrued Benefit in equal monthly installments for
           one hundred twenty  (120) consecutive months, commencing on the
           first day of the second calendar month immediately following the
           Employee's retirement; provided, however, that the Employee may, at
           his sole option make one election prior to the time benefit payments
           begin to receive the Accrued Benefit in his Retirement Account in
           equal monthly installment payments over a shorter period, to be
           designated by him in writing, than would otherwise apply, or in a
           single payment.  The election referred to in the preceding sentence
           must be made at least on hundred eighty (180) days prior to the date
           benefit payments begin and shall be irrevocable.  In the event of
           such election by the Employee, the first designated monthly payment
           or the single payment, whichever applies, shall be due and payable
           on the first day of the second month following the Employee's filing
           of an effective written election to accelerate benefits. Monthly
           installment payments, if applicable, shall continue monthly
           thereafter, for the period designated by the Employee.

     (b)   ELECTION OF BENEFITS UPON RETIREMENT DATE.  The Employee shall have
           the option, upon attaining his Early Retirement Date or Normal
           Retirement Date, to elect to receive his Retirement Benefit,
           notwithstanding his continued employment with the Corporation after
           he has attained his Early Retirement Date or Normal Retirement Date. 
           The Employee's election to receive his Retirement Benefit
           notwithstanding his continued employment must be made in writing at
           least sixty (60) days prior to his Early Retirement Date or Normal
           Retirement Date, whichever applies.  The Retirement Benefit payable
           upon election pursuant to this paragraph 6.b. shall be the amount
           that would have been payable had the Employee retired from service
           with the Corporation as of his Early Retirement Date or Normal
           Retirement Date, whichever applies.  Any such election shall be
           irrevocable, and shall result in the termination of the Employee's
           right to any further deferrals hereunder.

7.   DISABILITY RETIREMENT.  Notwithstanding any other provision hereof, the
     Employee shall be entitled to receive payments hereunder prior to his Early
     Retirement Date or Normal Retirement Date, whichever applies, in any case
     in which it is determined by a duly licensed physician selected by the
     Corporation that, because of ill health, accident, disability or general
     inability because of age, the Employee is no longer able, properly and
     satisfactorily, to perform his regular duties as an Employee.  In the event
     that the Employee's employment is terminated, then, pursuant to this
     paragraph 7, the disability retirement benefit payable hereunder
     ("Disability Retirement Benefit") shall be 

                                       5

<PAGE>

     that amount that would have been payable as a Retirement Benefit had the 
     Employee attained his Normal Retirement Date on the date of the physician's
     disability determination. The Disability Retirement Benefit payable under 
     this paragraph 7 shall be distributed in accordance with the provisions of
     paragraph 6.a. as if the Employee had retired on the date of the 
     physician's disability determination. 

8.         (a)   DEATH BENEFIT PRIOR TO COMMENCEMENT OF RETIREMENT BENEFITS. 
           In the event of the Employee's death while in the employment of the
           Corporation and prior to commencement of the Retirement Benefits or
           Disability Retirement Benefits, the Corporation shall pay as a
           survivor's benefit the Employee's entire Survivor Benefit in a
           single lump sum to the Employee's designated beneficiary (the
           "Beneficiary"), in accordance with the last such designation
           received by the Corporation from the Employee prior to death.  If no
           such designation has been received by the Corporation from the
           Employee prior to death or if said payment is not otherwise to be
           made as provided herein, said payment shall be made to the
           Employee's then living spouse, so long as such surviving spouse
           shall live and thereafter to such person or persons, including the
           estate of the spouse, as the spouse may appoint by Will, making
           specific reference hereto; if the Employee is not survived by a
           spouse or if the spouse shall fail to do so appoint, then said
           payment shall be made to the then living children of the Employee,
           if any, in equal shares, for their joint and survivor lives; and if
           none or after their respective joint and survivor lives, in one lump
           sum to the estate of the Employee.  Such payment shall commence on
           the first day of the second month following the Employee's death.

     (b)   DEATH BENEFIT AFTER COMMENCEMENT OF BENEFITS.  In the event of the
           Employee's death after commencement of Retirement benefits, Normal
           Retirement Benefits, or Disability Retirement Benefits, but prior to
           the completion of all such payments due and owing hereunder, the
           Corporation shall pay the balance of the Accrued Benefit in a single
           lump sum the Employee's designated beneficiary, in accordance with
           the last such designation received by the Corporation form the
           Employee prior to his death.  If no such designation has been
           received by the Corporation from the Employee prior to his death or
           if said payments are not otherwise to be made as provided herein,
           said payments shall be made to the Employee's then living spouse, so
           long as she shall live and thereafter to such person or persons,
           including his estate, as he may appoint under his Will, or other
           testamentary instrument, making specific referenced hereto; if the
           Employee is not survived by a spouse or if he shall fail to so
           appoint, then said payments shall be made to the then living
           children of the Employee, if any, in equal shares, for their joint
           and survivor lives; and if none or after their respective joint and
           survivor lives, any balance thereof in one lump sum to the estate of
           the Employee.  Such payments shall commence on the first day of the
           first month following the Employee's death.  At its sole option, the
           Corporation may pay the Employee's entire Accrued Benefit as a
           single lump sum.

                                       6

<PAGE>

9.   TERMINATION BENEFIT.  In the event the Employee's termination of employment
     with the Corporation before his Early Retirement Date or Normal Retirement
     Date for any reason, other than disability, retirement or death, the
     Corporation shall pay to the Employee, as compensation for services
     rendered prior to such termination, a single sum equal to the total
     Deferred Amounts hereunder, including any Additions thereto (the
     "Termination Benefit"), subject to the vesting schedule described at
     paragraph 2 above.  The Termination Benefit shall be payable on the first
     day of the second month following the termination of the Employee's
     employment with the Corporation.

10.  HARDSHIP WITHDRAWAL.  In the event the Employee suffers from unforeseen
     financial emergency, as defined hereafter, the Corporation may, if it deems
     advisable in its sole and absolute discretion, distribute to or utilize on
     behalf of the Employee as a hardship benefit (the "Hardship Benefit") any
     portion of the Employee's Retirement Account.  The Corporation shall have
     exclusive authority to determine whether to make a hardship distribution,
     and the Corporation's decision shall be final and binding on all parties. 
     Any hardship distribution shall, like all distributions, reduce the amounts
     available for subsequent distributions and be deducted from the Retirement
     Account.  The Employee shall apply for such a Hardship Benefit in writing
     in a form approved by the Corporation and shall provide such additional
     information as the Corporation shall require.  For purposes of this
     Paragraph, "unforeseen financial emergency" means an immediate and heavy
     financial need caused by an unforeseeable emergency, as described in
     Treasury Regulations Section 1.457-2(h) (4) and (5), resulting from any of
     the following, and in an amount not in excess of the amount needed to pay
     for the following unreimbursed expenses:

     a.    expenses which are not covered by insurance and which the Employee
           or his or her spouse or dependents (as defined in Code Section
           152(a)) has incurred as a result of, or is required to incur in
           order to receive, medical care described in Code Section 213(d), as
           a result of a sudden or unexpected illness;

     b.    loss of an employee's property as a result of casualty, or,

     c.    other similar extraordinary, unforeseeable circumstances
           attributable to forces beyond the Employee's control.

           No distribution shall be made pursuant to this paragraph in excess
           of the amount of the immediate and heavy financial need of the
           Participant.  The amount of the immediate and heavy financial need
           may include any amounts necessary to pay federal, state or local

11.  QUALIFIED PLAN ELECTION.  As soon as practicable each Plan Year of the
     Qualified Plan and not later than January 31 of the next ensuing year, the
     Employer shall perform a preliminary actual deferral percentage and actual
     contribution percentage testing to determine the maximum amount of
     additional elective contributions that could be made to the Qualified Plan
     for the current Plan Year, consistent with Code section 402(g) and the
     limitations of section 401(k)(3), on behalf of Employee as a participant in

                                       7

<PAGE>

     the Qualified Plan.  The lesser of those amounts, or the Employee's salary
     deferral for the Plan Year as set forth at the Deferral Election Form at
     Exhibit A for the Plan Year, will be paid to the Employee as soon as
     practicable, but in no event later than March 15 of the Plan Year following
     the Plan Year for which such determination is made, unless the Employee
     previously elected to have such amount contributed to the Qualified Plan as
     an elective contribution.  The Employee's election to have such amount
     contributed to the Qualified Plan must be made at the same time as the
     Election of Deferral under this Agreement, which must in no event be later
     than the December 31 of the calendar year in which the compensation to
     which the salary deferral relates is earned and, once made, the election
     shall be irrevocable.  If the Employee so elects, the Employer shall cause
     the elected amount to be contributed directly to the Qualified Plan in
     accordance with this paragraph.  In no event will any earnings under this
     Plan be credited to the Qualified Plan.

12.  BENEFICIARY DESIGNATION.  The Employee shall have the right, at any time to
     submit in substantially the form attached hereto as Exhibit B, a written
     designation of primary and secondary beneficiaries to whom payment under
     this Agreement shall be made in the event of his death prior to complete
     distribution of the benefits due and payable under the Agreement.  Each
     beneficiary designation shall become effective only when receipt thereof is
     acknowledged in writing by the Corporation.

13.  DETERMINATION OF BENEFITS.

a.   Claim

     A person who believes that he is being denied a benefit under the Plan
     (hereinafter referred to as a "Claimant") may file a written request for
     such benefit with the Corporation, setting forth his claim.  The request
     must be addressed to the Treasurer of the Corporation at its then principal
     place of business.

b.   Claim Decision.

     Upon receipt of a claim, the Corporation shall advise the Claimant that a
     reply will be forthcoming within ninety (90) days and shall, in fact,
     deliver such reply within such period.  The Corporation may, however,
     extend the reply period for an additional ninety  (90) days for reasonable
     cause.

     If the claim is wholly or partially denied, the Corporation shall provide a
     written notice within ninety  (90) days specifying the reason for the
     denial, the plan provisions on which the denial is based, and additional
     material or information necessary to receive benefits, if any, and why such
     material or information is necessary. Also, such written notice shall
     indicate the steps to be taken if a review of the denial is desired.

c.   Request for Review.

                                       8

<PAGE>

     If a claim is denied and a review is desired, the Employee (or designated
     beneficiary in the case of the Employee's death) shall notify the
     Corporation in writing within sixty (60) days after receipt of a written
     notice of a denial of a claim.  In requesting a review the Employee may,
     but need not, review the pertinent documents and submit issues and comments
     in writing for consideration of the corporation and refer to plan
     documents.

d.   Review of Decision.

     The Corporation shall then review the claim and provide a written decision
     within sixty (60) days of receipt of a request for review.  This decision
     shall state the specific reasons for the decision and shall include
     references to specific provisions on which the decision is based.  If
     special circumstances require that the sixty (60) day time period be
     extended, the Corporation will so notify the Claimant and will render the
     decision as soon as possible, but no later than one hundred twenty (120)
     days after receipt of the request for review.

14.  BENEFITS NOT TRANSFERABLE.  Neither the Employee nor any designated
     beneficiary shall have any right to transfer, assign, anticipate,
     hypothecate or otherwise encumber any part or all of the amounts payable
     hereunder.  No such amounts shall be subject to seizure by any creditor of
     such beneficiary, by a proceeding in law or equity, nor shall such amounts
     be transferable by operation of law in the event of bankruptcy, insolvency
     or death of the Employee, his designated beneficiary, or any other
     beneficiary hereunder.  Any such attempted transfer shall be void.

15.  NO CONTRACT OF EMPLOYMENT.  Nothing contained herein shall be construed to
     be a contract of employment for any term of years, not as conferring upon
     the Employee the right to continue to be employed by the Corporation, in
     any capacity.  It is expressly understood by the parties hereto that this
     Agreement relates exclusively to deferral of otherwise currently payable
     compensation for the Employee's services; such deferral to be payable after
     termination of Employee's employment with the Corporation, or as otherwise
     provided.  This Agreement is not intended to be an employment contract.

16.  CONSTRUCTION OF AGREEMENT.  Any payments under this Agreement shall be
     independent of, and in addition to, those under any other plan, program, or
     agreement which may be in effect between the parties hereto, or any other
     compensation payable to the Employee or the Employee's designated
     beneficiary by the Corporation.

17.  NO TRUST CREATED.  Nothing contained in this Agreement, and no action taken
     pursuant to its provisions by either party hereto, shall crate nor be
     construed to create, a trust or any kind of a fiduciary relationship
     between the Corporation and the Employee, the Employee's designated
     beneficiary, any other beneficiary of the Employee or any other person. 

18.  BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS; UNSECURED GENERAL
     CREDITORS STATUS OF EMPLOYEE.  The payments to the Employee, the Employee's
     designated beneficiary or any other beneficiary hereunder 

                                       9

<PAGE>

     shall be made from assets which shall continue, for all purposes, to be a 
     part of the general, unrestricted assets of the Corporation; no person 
     shall have nor acquire any interest in any such assets by virtue of the 
     provisions of this Agreement.  The Corporation's obligation hereunder shall
     be an unfunded and unsecured promise to pay money in the future.  To the 
     extent that the Employee or any person acquires a right to receive payments
     from the Corporation under the provisions hereof, such right shall be no 
     greater than the right of any unsecured general creditor of the 
     Corporation, no such person shall have nor require any legal or equitable 
     right, interest or claim in or to any property or assets of the 
     Corporation.

     In the event that, in its sole discretion, the Corporation purchases an
     insurance policy or policies insuring the life of the Employee (or any
     other property) to allow the Corporation to recover the cost of providing
     the benefits, in whole, or in part, hereunder, neither the Employee, the
     Employee's designated beneficiary, any other beneficiary nor any other
     person shall have nor acquire any rights whatsoever therein or in the
     proceeds therefrom.  The Corporation shall be the sole owner and
     beneficiary of any such policy or policies and, as such, shall possess and,
     may exercise all incidents of ownership therein.  No such policy, policies
     or other property shall be held in any trust for the Employee or any other
     person nor as collateral security for any obligation of the Corporation
     hereunder.

19.  AMENDMENT.  This Agreement may not be altered, amended, or revoked except
     by a written agreement signed by the Corporation and Employee.

20.  INTERPRETATION.  Where appropriate in this Agreement, words used in the
     singular shall include the plural and words used in the masculine shall
     include the feminine.

21.  ARBITRATION.  All disputes, controversies or differences arising out of, or
     in relation to or in connection with this Agreement, which cannot be 
     settled by discussion and mutual accord, shall be resolved exclusively 
     by binding arbitration in the country in which the principal office of 
     the Employer is located in accordance with the then prevailing 
     Commercial Arbitration Rules of the American Arbitration Association.  
     Demand for arbitration shall be made in writing and shall be served upon 
     the party or parties to whom the demand is addressed in the manner 
     provided at paragraph 22 below.  If the parties are unable to mutually 
     agree on an arbitrator within twenty (20) days after delivery of the 
     request for arbitration, each shall have the right to petition an 
     appropriate court that would have jurisdiction over this matter in the 
     country in which the principle office of the Employer is located, to 
     appoint an arbitrator with experience in manners of executive 
     compensation law and business practice.  Unless otherwise agreed in 
     writing by the parties, they shall make their initial submissions to the 
     arbitrator(s) and the arbitration hearing shall commence within thirty 
     (30) days of the agreement on or appointment of the arbitrator. The 
     arbitration hearing shall be completed within thirty (30) days 
     thereafter. The award shall be made promptly by the arbitrator(s) and, 
     unless otherwise agreed by the parties, no later than thirty (30) days 
     after the completion of the hearing; provided however, that any failure 
     to render the award within such time shall not affect the validity of 
     such award.  The award rendered by the arbitrator(s) shall set forth 
     his/her findings of the facts and conclusions of law and shall be final, 
     and judgment upon the award rendered may be entered in 

                                      10

<PAGE>

     any court having jurisdiction or application may be made to such court 
     for a judicial acceptance of the award and an order of enforcement, as 
     the case may be. In that regard, each of the parties to this Agreement 
     hereby submits to the jurisdiction of the courts of the State of 
     California, and to the federal courts of the United States of America 
     located in the county in which the principle office of the Employer is 
     located.

22.  TERMINATION OF PLAN.  The Employer may at any time during the term of this
     Agreement, file a Notice of Termination with the Employee thereby
     terminating this Plan as of the first day of the subsequent month.  If the
     Employer elects to terminate this Agreement, the Employee shall be entitled
     to receive the amounts computed as provided in Section (9) hereinabove,
     provided however, that in the event of a termination of the Plan by the
     Employer, there shall be no reduction of the Retirement Account as a result
     of any vesting schedule otherwise applicable to Supplemental Deferrals.

23.  OFFSET FOR OBLIGATIONS TO CORPORATION.  If, at such time as the Employee
     becomes entitled to benefit payments hereunder, the Employee has any debt,
     obligation or other liability representing and amount owing to the
     corporation or an affiliate of the corporation, and if such debt,
     obligation or other liability is due and owning at the time benefit
     payments are payable hereunder, the corporation  may offset the amount
     owning it or an affiliate against the amount of benefits otherwise
     distributable hereunder.

24.  MISCELLANEOUS.

     (a)   The law of the State of California shall govern this Agreement.

     (b)   This Agreement may be executed in one or more counterparts, each of
           which shall be deemed an original and all of which together shall
           constitute one instrument.

     (c)   To the extent that any of the provisions of this Agreement are found
           by a court of competent jurisdiction to be invalid, illegal, or
           unenforceable for any reason, such provision shall be modified or
           deleted in such a manner so as to make the Agreement as modified
           valid, legal and enforceable, and the balance of the Agreement shall
           not be affected thereby.

     (d)   Any notice required or permitted hereunder shall be given to the
           appropriate party at the address specified beneath such party's
           signature below or at such other address as the party may hereafter
           specify in writing.  Such notice shall be deemed given upon personal
           delivery to the appropriate address, three business days after the
           date of mailing sent by certified or registered mail, or one
           business day after the date of deposit with Federal Express or
           similar overnight courier.

     (e)   If any arbitration, action or proceeding is commenced to enforce or
           interpret the terms of this Agreement, the prevailing party shall be
           entitled 

                                       11

<PAGE>

           to its reasonable attorney's fees, costs and expenses from
           the other party in addition to any other relief to which such
           prevailing party may be entitled.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first hereinabove written.

     BURKE INDUSTRIES, INCORPORATED

     /s/   Rocky Genovese
     ------------------------------------
     Rocky Genovese

     Its: President

     2250 South Tenth Street

     San Jose, CA 95112

     WITNESS

     /s/  Anne Howe
     ------------------------------------
     Anne Howe

     225 South 10th Street

     San Jose, CA 95112

     EMPLOYEE


     ------------------------------------

     Address: 
             ----------------------------

     ------------------------------------





                                       12

<PAGE>

                                BURKE INDUSTRIES, INC.

                      EXECUTIVE DEFERRED COMPENSATION AGREEMENT

-------------------------------------------------------------------------------

                            Schedule 1 - Survivor Benefit

Initial Survivor Benefit _________________

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
         Date of Revision            Revised Amount & Signature Authority
-------------------------------------------------------------------------------
        <S>                         <C>
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

</TABLE>

                                       13

<PAGE>

                                BURKE INDUSTRIES, INC.

                      EXECUTIVE DEFERRED COMPENSATION AGREEMENT

                            Schedule 2, Calculation Assets

-------------------------------------------------------------------------------

The Corporation agrees that it will credit Deferred Amounts in the Employee's 
Retirement Account with additions from and after dates Deferred Amounts are 
credited to the Retirement Account at the "As If" rate specified in the 
Agreement. In determining the "As If" calculation under the agreement the 
Company will utilize the following Calculation Assets, which may be revised 
in writing from time to time, at the discretion of the Company.

<TABLE>
<CAPTION>

               -----------------------------------------------------------
               FUND                                            Percentage
               -----------------------------------------------------------
              <S>                                             <C>
               Large Cap Growth, Cohen Klingenstein & Marks              %
               -----------------------------------------------------------
               International Equity, GAM Co.                             %
               -----------------------------------------------------------
               Balanced, The Crabble Huson Group                         %
               -----------------------------------------------------------
               Index, State Street                                       %
               -----------------------------------------------------------
               Stable Asset, Morley Capital                              %
               -----------------------------------------------------------
               Guaranteed Index                                          %
               -----------------------------------------------------------
               Fidelity Equity Retail Growth                             %
               -----------------------------------------------------------
                                                                         %
               -----------------------------------------------------------

                                                               -----------

</TABLE>

Burke Industries, Inc.

/s/  Rocky Genovese
------------------------------
Rocky Genovese

Date:
     -------------------------




                                       14

<PAGE>

                                BURKE INDUSTRIES, INC.

                      EXECUTIVE DEFERRED COMPENSATION AGREEMENT

                                      Exhibit E

                              Qualified Plan Designation

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
         Date of Plan                Description
-------------------------------------------------------------------------------
        <S>                         <C>
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

</TABLE>

                                       15