<PAGE>
SERP-KF-5                                                          EXHIBIT 10.21











                      K&F INDUSTRIES SUPPLEMENTAL EXECUTIVE


                                 RETIREMENT PLAN



                               Informally Known As

                                  The K&F SERP













Revised as of October 1, 1999




                                       i
<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                        Page

<S>                                                                                     <C>
Introduction.........................................................................    v

Article I - Definitions .............................................................    1
   1.1      Annuity Starting Date ...................................................    1
   1.2      Basic Plan ..............................................................    2
   1.3      Basic Plan Benefit ......................................................    2
   1.4      Beneficiary .............................................................    2
   1.5      Board ...................................................................    2
   1.6      Code ....................................................................    2
   1.7      Committee ...............................................................    3
   1.8      Effective Date ..........................................................    3
   1.9      Employer ................................................................    3
   1.10     ERISA ...................................................................    3
   1.11     Investment Committee ....................................................    3
   1.12     K&F .....................................................................    4
   1.13     Participant .............................................................    4
   1.14     Plan ....................................................................    4
   1.15     Proper Application ......................................................    4
   1.16     QDRO or Qualified Domestic Relations Order ..............................    4
   1.17     SERP ....................................................................    6
   1.18     Trust Agreement or Trust ................................................    6
   1.19     Trustee .................................................................    6

Article II - Benefits ...............................................................    7
   2.1      Amount and Duration of SERP Benefits ....................................    7
   2.1.1    Initial Formula of the SERP Benefit .....................................    7
   2.1.1.1  Service Credited for Position as Non-Employee Director ..................    7
   2.1.2    SERP Benefit Shall Not Duplicate Any Other Plan Benefit Actually Paid ...    8
   2.2      Death Benefits ..........................................................    9
   2.2.1    Death After Annuity Starting Date .......................................    9
   2.2.2    Death Before Annuity Starting Date ......................................    9
   2.3      Special Rules ...........................................................   10
   2.3.1    Small Benefit Cashout ...................................................   10
   2.3.2    Lump Sum Benefit Limitation .............................................   10
   2.3.3    No Insured Death Benefit ................................................   11
   2.4      Benefits under Multiple Qualified Plans .................................   11
   2.4.1    Different Annuity Starting Dates ........................................   11

</TABLE>

                                       ii
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<TABLE>
<S>                                                                                     <C>
    2.4.2   Same Annuity Starting Dates .............................................   12
    2.4.3   Death Benefits ..........................................................   12

Article III - Administration; Accrued Benefits; Right to Amend.......................   13
    3.1     Committee's Discretionary Power to Interpret and Administer the Plan.....   13
    3.1.1   Appointment..............................................................   13
    3.1.2   Committee Establishes Plan Procedures....................................   13
    3.1.3   Role of Human Resource and Benefits Personnel............................   13
    3.1.4   Discretionary Power to Interpret Plan....................................   13
    3.2     Rules of the Committee...................................................   14
    3.3     Claims Procedure.........................................................   16
    3.4     QDRO Claim...............................................................   18
    3.5     Indemnification of Committee and Investment Committee Members............   18
    3.6     Power to Execute Plan and Other Documents................................   18
    3.7     Conclusiveness of Records................................................   19
    3.8     No Personal Liability....................................................   19
    3.9     How Plan Benefits are Accrued............................................   19
    3.10    Right to Amend...........................................................   19
    3.10.1  General Power to Amend...................................................   19
    3.10.2  No Cut-Back of Accrued Benefits..........................................   20
    3.11    Investment Committee.....................................................   20
    3.11.1  Appointment of Investment Committee......................................   20
    3.11.2  Powers of the Investment Committee.......................................   20

Article IV - Vesting and Forfeiture..................................................   23
    4.1     Vesting..................................................................   23
    4.2     Dismissed for Cause......................................................   23
    4.3     Forfeiture after Plan Benefits have Commenced............................   24
    4.4     Determinations by Committee..............................................   24

Article V - General Provisions.......................................................   25
    5.1     No Assignment or Alienation of Benefits..................................   25
    5.2     Withholding Taxes........................................................   25
    5.3     No Right to Continue Employment..........................................   25
    5.4     Unfunded Plan  ..........................................................   26
    5.5     Governing Law  ..........................................................   26
    5.6     Payment of Benefits......................................................   26
    5.7     Section Headings.........................................................   26
    5.8     Payment to a Minor or Incompetent........................................   27
    5.9     Doubt as to Right to Payment.............................................   27
    5.10    Missing Payees ..........................................................   28
    5.11    Mistaken Payments........................................................   28
    5.12    Receipt and Release for Payments.........................................   29
    5.13    Illegality of Particular Provisions......................................   29

</TABLE>

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<TABLE>
<S>                                                                                     <C>
    5.14    Discharge of Liability...................................................   29

ADDENDUM - SUMMARY PLAN DESCRIPTION INFORMATION......................................   31
    Who should answer your questions about the Plan..................................   31
    Giving Away Your Plan Benefits...................................................   32
    Divorce and Your Plan Benefits...................................................   32
    Future Of The Plan...............................................................   32
    Tax Laws          ...............................................................   33
    Plan Limitations  ...............................................................   33
    Plan Benefits are Not Insured....................................................   33
    Other Important Facts............................................................   33
</TABLE>


                                       iv
<PAGE>
                                  Introduction

                  This document contains the full provisions of the K&F SERP, as
well as an addendum , in its final pages, which describes how to apply for
benefits and plan procedures. This document thus contains the plan document and
its summary plan description, found in the addendum.

                  In response to certain limitations under the Internal Revenue
Code, as amended, on the maximum amount of compensation that can be taken into
account and the maximum amount of benefits that can be paid from a qualified
defined benefit plan, K&F Industries, Inc. ("K&F") has adopted this Plan to
permit employees and their beneficiaries to be able to enjoy the benefits that
would have been provided to them but for these limitations. The Plan shall be
known as the K&F Industries Supplemental Executive Retirement Plan, or the K&F
SERP.

                  Benefits under this Plan are payable to or on behalf of
eligible participants in the qualified defined benefit plan of any Employer, if
that participant has had an Annuity Starting Date, as defined by the qualified
plan, on or after April 1, 1995.



                                       v
<PAGE>
                             Article I - Definitions

                  The following terms shall have the designated meaning, unless
a different meaning is clearly required by the context:

                  1.1      Annuity Starting Date.

                  Subject to Section 2.4, "Annuity Starting Date" shall mean:

                  (a)      generally, the "Annuity Starting Date" defined in the
                           Basic Plan, provided that the Participant is fully
                           vested under Article IV, and Proper Application has
                           been made.

                  (b)      With respect to any lump sum, the first day of the
                           month coincident with or next following the date as
                           of which the Participant is both (1) eligible to
                           receive a Basic Plan payment and (2) has completed
                           his Proper Application.

                  (c)      With respect to any one of a series of payments over
                           the life or life expectancy of one or more
                           distributees, the first day of the month for which
                           the Basic Plan benefit is paid, even if this date is
                           not the date of actual payment.

                  (d)      The term "Annuity Starting Date" shall be determined
                           with respect to Basic Plan payments that are payable
                           to the Participant, rather than with respect to any
                           survivor benefit payments.

                  (e)      The term "Annuity Starting Date" shall, in all
                           events, be defined by Code Regulation Section
                           1.401(a)-20.
<PAGE>
                  1.2      Basic Plan.

                  The qualified defined benefit pension plan sponsored by K&F or
any Employer, in which an employee participates. If an employee has an interest
in more than one such plan, then the term "Basic Plan" shall refer to such plans
collectively except as the context shall otherwise require.

                  1.3      Basic Plan Benefit.

                  The amount accrued by a Participant from a Basic Plan.

                  1.4      Beneficiary.

                  Beneficiary means the person, estate, or other entity entitled
to receive benefits (if any) after the Participant's death under the SERP. Any
such Beneficiary shall be the same as such Participant's beneficiary under the
Basic Plan. However, if a QDRO has determined the beneficiary under the Basic
Plan, then the Beneficiary under this SERP will be determined without regard to
that court order (unless the Committee determines, within its discretion, to
follow the terms of the court order.)

                  1.5      Board.

                  The Board of Directors of K&F Industries, Inc.

                  1.6      Code.

                  The Internal Revenue Code of 1986, as amended from time to
time, and all appropriate regulations and administrative guidance.


                                        2
<PAGE>
                  1.7      Committee.

                  The administrative Committee appointed to administer the SERP
pursuant to Article III.

                  1.8      Effective Date.

                  The Effective Date of this Plan is April 1, 1995. More
precisely, this Plan is effective only with respect to eligible participants in
the Basic Plan of an Employer, who have incurred an Annuity Starting Date under
the Basic Plan, that falls on or after April 1, 1995.

                  1.9      Employer.

                  Any subsidiary or affiliate of K&F which has adopted this SERP
(and, if applicable, its related trust), so as to become a participating
employer in the SERP, with the consent of K&F. Each Employer shall act by
resolution of its Board of Directors. If the context of the Plan provision
requires, the term "Employer" shall also include K&F.

                  1.10     ERISA.

                  The Employee Retirement Income Security Act of 1974, as
amended, and all appropriate regulations and administrative guidance.

                  1.11     Investment Committee.

                  The group of one or more persons created, at the discretion of
the Board, having


                                        3
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investment authority over Plan assets (or, if applicable Trust assets), as
described in Section 3.11

                  1.12     K&F.

                  K&F Industries, Inc., and depending on the context, its
subsidiaries or affiliates. K&F shall act by resolution of the Board.

                  1.13     Participant.

                  A Participant in this SERP is any participant in a Basic Plan
who has incurred an Annuity Starting Date on or after the Effective Date, and
whose Basic Plan Benefit is limited by Section 415 of the Code, or whose
compensation for purposes of calculating a Basic Plan Benefit is limited by
Section 401(a)(17) of the Code. As context demands, the term "Participant" shall
also include a former Participant.

                  1.14     Plan.

                  This K&F Industries Supplemental Executive Retirement Plan, as
amended, and as from time to time in effect.

                  1.15     Proper Application.

                  For all Plan purposes, making any election, granting any
consent, giving any notice or information, and making any communication
whatsoever to the Committee or its delegates, in compliance with all Plan
procedures, on forms provided by the Committee, and providing all information
required by the Committee. A Proper Application will be deemed to have been made
only if it is properly completed, as determined by the Committee.

                  1.16     QDRO or Qualified Domestic Relations Order.



                                        4
<PAGE>
                  (a) Committee determines whether or not to comply with court
                  orders. A "QDRO" or "qualified domestic relations order" is a
                  court order as defined in Code Section 414(p) and ERISA
                  Section 206(d)(3). Under those statutes, the administrator of
                  a non-qualified plan such as this SERP is not obliged to
                  comply with the terms of a QDRO. The Plan Committee may
                  decide, within its discretion, to review an order submitted as
                  a QDRO or draft QDRO, or any other court order concerning SERP
                  payments, under the general administrative guidelines
                  established for QDROs under the Basic Plan. However, a
                  determination by the Basic Plan Committee that any order is a
                  QDRO does not mean that the Plan Committee or the Plan is
                  subject to the terms of that order. Instead, the Plan
                  Committee has discretionary authority to disregard any court
                  order, even if it explicitly provides that SERP payments shall
                  be made to certain individuals or entities. Alternatively, the
                  Plan Committee may decide to request amendments to the order,
                  or to comply with its terms.

                  (b) Acceptance of QDRO does not imply assignable plan benefit.
                  If the Committee does determine to follow the terms of a court
                  order, as described in the preceding paragraph, this shall not
                  be construed to mean that the Participant whose SERP benefits
                  are at issue has any vested or nonforfeitable interests in
                  this Plan. Instead, the determination to comply with a court
                  order shall be, in all circumstances, conditioned on the
                  Participant's SERP interests ultimately becoming vested and
                  nonforfeitable, under the provisions set out in Article IV.
                  The Alternate Payee set out in the court order shall therefore
                  be considered to be a conditional Beneficiary or conditional
                  quasi-Participant, so that the provisions of


                                        5
<PAGE>
                  Section 5.1 are not violated.

                  1.17     SERP.

                  This K&F Industries Supplemental Executive Retirement Plan, as
amended, and as from time to time in effect.

                  1.18     Trust Agreement or Trust.

                  The assets of this Plan may, or may not, be held in a trust,
at the discretion of the Board. If the Board declines to enter into a trust
agreement, then all provisions in this document referring to a "Trust," "Trust
Agreement," or "Trustee" may be disregarded. However, if the Board determines to
create a trust for this Plan, then the "Trust Agreement" or "Trust" shall be the
document executed by K&F and the Trustee, fixing the rights and liabilities of
each with respect to holding assets to be used to pay Plan benefits, should any
such assets be held in the Trust. The Trust is established pursuant to K&F's
intention that the Plan shall be an unfunded plan, as detailed in Section 5.4.

                  1.19     Trustee.

                  The trustee or trustees that may, from time to time, be in
office, pursuant to the Trust Agreement.


                                        6
<PAGE>
                              Article II - Benefits

         2.1      Amount and Duration of SERP Benefits.

         The benefit payable from this SERP to a Participant shall be in the
form of a monthly annuity equal to the amount determined under Section 2.1.1
(calculated to include the amounts described in Section 2.1.1.1), minus the
amounts determined under Section 2.1.2. In the event of the Participant's death,
any SERP survivor benefit shall be calculated under Section 2.2. The SERP
benefit shall be payable as of the Participant's Annuity Starting Date and shall
continue to be payable for the precise period set out in the Basic Plan, with
respect to which payments are payable to the Participant or his Beneficiary.

                  2.1.1    Initial Formula of the SERP Benefit. The monthly
                           benefit paid by this SERP shall initially be
                           calculated as the amount that would be payable to a
                           Participant under the Basic Plan, in the form elected
                           by the Participant pursuant to the provisions of the
                           Basic Plan, irrespective of any limitations imposed
                           by Section 415 or Section 401(a)(17) of the Code.

                  2.1.1.1  Service Credited for Position as Non-Employee
                           Director. This Section 2.1.1.1 concerns any
                           individual who is a Participant eligible to receive a
                           benefit under the Basic Plan, and who has:

                           -    served as a member of the Board of Directors of
                                any corporation that is a participating employer
                                under the Basic Plan, but

                           -    his service as a Director took place during a
                                period when he was not an Employee (as defined
                                by the Basic Plan).

                                Such service as a Director shall nevertheless be
                                credited as service



                                        7
<PAGE>
                                under this SERP, so as to provide a benefit in
                                addition to that described in Section 2.1.1.
                                That is, such service as a non-Employee
                                director shall, for the purposes of Section
                                2.1.1, be deemed to be credited by the Basic
                                Plan (even though the Basic Plan does not
                                actually credit such service). The rules and
                                intent of the Basic Plan regarding its crediting
                                of service shall generally be used to credit
                                such service under this SERP. Accordingly,
                                should the individual have served on more than
                                one Board during any period of time, then such
                                service shall not be double-credited.

                  2.1.2    SERP Benefit Shall Not Duplicate Any Other Plan
                           Benefit Actually Paid. The benefit paid by this SERP
                           shall, after being initially calculated under Section
                           2.1.1, then be reduced by an amount equal to the
                           Basic Plan Benefit actually paid to or on behalf of
                           the Participant. It shall be further reduced by any
                           additional benefits paid to, or on behalf of, the
                           Participant under any non-qualified defined benefit
                           plan (besides this SERP) sponsored by K&F or any of
                           its subsidiaries or affiliates.

                  2.1.2.1  Any benefit which is deemed paid by the Basic Plan
                           solely under Section 2.1.1.1, but which is not
                           actually paid by the Basic Plan, shall not be
                           considered to be a Basic Plan Benefit that is
                           actually paid, for the purposes of Section 2.1.2.


                                        8
<PAGE>
                  2.1.2.2  If benefits under the Basic Plan are increased as a
                           result of a change in the law that "raises the
                           ceiling" in the limitations under Code Sections
                           415 or 401(a)(17) (or corresponding provisions of
                           applicable law), benefits under this SERP shall be
                           reduced by the amount of any such increase.

         2.2      Death Benefits.

                  2.2.1    Death After Annuity Starting Date.

                           Upon the death of the Participant after his Annuity
                           Starting Date, benefits will continue to be paid to
                           the Participant's Beneficiary in an amount equal to
                           the monthly benefit determined under Section 2.1,
                           multiplied by a fraction, the numerator of which is
                           the monthly benefit payable from the Basic Plan, on
                           behalf of the Participant, after the Participant's
                           death, and the denominator of which is the monthly
                           benefit payable from the Basic Plan to the
                           Participant immediately before the Participant's
                           death.

                  2.2.2    Death Before Annuity Starting Date.

                           Upon the death of the Participant prior to his
                           Annuity Starting Date, his Beneficiary shall receive
                           a benefit equal to the difference between the benefit
                           payable to the Beneficiary under the Basic Plan and
                           the benefit that would have been paid to the
                           Beneficiary under the Basic Plan if the limits
                           imposed by Code Sections 415 or 401(a)(17) had not
                           applied. The SERP benefit described in the preceding
                           sentence shall be augmented as provided in Section
                           2.1.1.1 of this Plan.


                  2.2.3    No SERP Benefit if no Basic Plan Death Benefit. No
                           amount will be paid

                                        9
<PAGE>
                           under this SERP on account of the Participant's death
                           to any Beneficiary, unless accrued pension death
                           benefits are paid to the Beneficiary under the Basic
                           Plan. For the purposes of the preceding sentence, the
                           term "accrued pension death benefits" means benefits
                           that are not ancillary, but which instead derive from
                           accruals made under the Basic Plan's principal,
                           defined benefit formula.

         2.3      Special Rules.

                  The following rules shall apply notwithstanding any other
provision of this SERP.

                  2.3.1    Small Benefit Cashout. If the actuarial present value
                           (utilizing the assumptions set forth in the small
                           benefit cashout provisions of the Basic Plan) of a
                           Participant's benefit under Section 2.1 or a
                           Beneficiary's benefit under Section 2.2 is $3,500 or
                           less (or any other applicable limit set by the
                           Internal Revenue Service or the Internal Revenue
                           Code), payment will be made from this SERP in a
                           single lump sum as soon as practicable after the
                           Annuity Starting Date (with respect to a benefit paid
                           pursuant to Section 2.1) or the death of the
                           Participant (with respect to a benefit paid pursuant
                           to Section 2.2).

                  2.3.2    Lump Sum Benefit Limitation. Except for benefits paid
                           pursuant to Section 2.3.1, no benefits under this
                           SERP shall be paid in a lump sum. Accordingly, if any
                           benefits are paid under the Basic Plan to a
                           Participant in a lump sum, the amount payable under
                           this SERP shall nevertheless be paid in the form of a
                           straight life annuity for the Participant, beginning
                           on

                                       10
<PAGE>
                           the Annuity Starting Date and ending with the payment
                           for the month in which the Participant dies, unless a
                           special exception is made by the Committee. However,
                           such an exception would be made only with respect to
                           benefits payable as a lump sum under the Basic Plan.

                  2.3.3    No Insured Death Benefit. No benefit pursuant to
                           Section 2.2 shall be paid with respect to any death
                           benefit under the Basic Plan which is provided by
                           insurance, to the extent that such benefit exceeds
                           the minimum benefit required to be provided under the
                           Basic Plan under Code Section 401(a)(11).

         2.4      Benefits under Multiple Qualified Plans.

                  The following rules shall apply if a Participant has a benefit
under more than one Basic Plan:

                  2.4.1    Different Annuity Starting Dates. Benefits under this
                           SERP shall be payable as of the Participant's
                           earliest Annuity Starting Date under all such Basic
                           Plans. In the event that the Participant has benefits
                           payable under different Basic Plans, with different
                           Annuity Starting Dates, then the amount of his
                           benefit under this SERP shall initially be determined
                           based only on the Basic Plans for which the
                           Participant's Annuity Starting Date has occurred, as
                           though such Basic Plans were the only Basic Plan in
                           which the Participant had accrued a benefit. When
                           benefits later begin under the other Basic Plans,
                           SERP benefits shall be increased to reflect the



                                       11
<PAGE>
                           intent of this Plan to:

                  -        fully make up to the Participant the benefits he had
                           not received under all Basic Plans, as a result of
                           the Code Sections 415 and 401(a)(17)
                           limitations, and

                  -        augment his SERP benefit as prescribed by Section
                           2.1.1.1 of this Plan.

                  2.4.2    Same Annuity Starting Dates. If a Participant's
                           Annuity Starting Date is the same under all Basic
                           Plans, then benefits under this SERP shall generally
                           be payable as of such date, provided the Participant
                           is fully vested under Article IV, and that Proper
                           Application has been made.

                  2.4.3    Death Benefits. If benefits are paid under the Basic
                           Plans in different forms, the death benefits pursuant
                           to Section 2.2 shall be determined with respect to
                           each individual plan.


                                       12
<PAGE>
         Article III - Administration; Accrued Benefits; Right to Amend

         3.1      Committee's Discretionary Power to Interpret and Administer
                  the Plan

                  3.1.1    Appointment. The Committee shall be appointed from
                           time to time by the Board to serve at its pleasure.
                           Any member of the Committee may resign by delivering
                           his written resignation to the Board.

                  3.1.2    Committee Establishes Plan Procedures. The Committee
                           and its delegates shall from time to time establish
                           rules and procedures for the administration and
                           interpretation of the Plan and the transaction of its
                           business. The Committee is the Plan Administrator.

                  3.1.3    Role of Human Resource and Benefits Personnel.
                           Employees of an Employer who are human resources
                           personnel or benefits representatives are the
                           Committee's delegates and shall, under the authority
                           of the Committee, perform the routine administration
                           of the Plan, such as distributing and collecting
                           forms and providing information about Plan
                           procedures. They shall also establish Plan rules and
                           procedures.

                  3.1.4    Discretionary Power to Interpret Plan.

                  3.1.4.1  The Committee has complete discretionary and final
                           authority to (1) determine all questions, including
                           factual questions, concerning eligibility, elections,
                           contributions, and benefits under the Plan, (2)
                           construe all terms under the Plan and the Trust (if
                           applicable), including any uncertain terms, and (3)
                           determine all questions, including factual questions,
                           concerning


                                       13
<PAGE>
                           Plan administration. All administrative decisions
                           made by the Committee, and all its interpretations of
                           the Plan documents, shall be given full deference by
                           any court of law.

                  3.1.4.2  Information that concerns an interpretation of the
                           Plan or a discretionary determination, can be
                           properly provided only by the Committee, and not by
                           any delegate (other than legal counsel).

                  3.1.4.3  Should any individual receive oral or written
                           information concerning the Plan, which is
                           contradicted by a subsequent determination by the
                           Committee, then the Committee's final determination
                           shall control.

         3.2      Rules of the Committee.

                  3.2.1    Any act which the Plan authorizes or requires the
                           Committee to do may be done by a majority of its
                           members. Any such action shall constitute the action
                           of the Committee and shall have the same effect for
                           all purposes as if made by all members of the
                           Committee at the time in office. The Committee may
                           act without any writing that records its decisions,
                           and need not document its meetings or
                           teleconferences. The Committee may also act through
                           any authorized representative.

                  3.2.2    The members of the Committee may authorize one or
                           more of their number to execute or deliver any
                           instrument, make any payment or perform any other act
                           which the Plan authorizes or requires the Committee
                           to do.


                                       14
<PAGE>
                  3.2.3    The Committee may employ counsel and other agents and
                           may procure such clerical, accounting, actuarial and
                           other services as they may require in carrying out
                           the provisions of the Plan. Legal counsel are
                           authorized as the Committee's delegates.

                  3.2.4    No member of the Committee shall receive any
                           compensation for his services as such. All expenses
                           of administering the Plan, including, but not limited
                           to, fees of accountants, counsel and actuaries shall
                           be paid by the Employer, to the extent that they are
                           not paid from Plan assets (or, if applicable, Trust
                           assets).

                  3.2.5    Each member of the Committee may delegate Committee
                           responsibilities among Employer directors, officers,
                           or employees, and may consult with or hire outside
                           experts. The expenses of such experts shall be paid
                           by the Employer, to the extent that they are not paid
                           from Plan assets (or, if applicable, Trust assets).

         3.3      Claims Procedure.

3.3.1    The Committee shall determine Participants' and Beneficiaries' rights
         to benefits under the Plan. In the event that a Participant or
         Beneficiary disputes an initial determination made by the Committee,
         then he may dispute the determination only by filing a written claim
         for benefits.


                                       15
<PAGE>
3.3.2    If a claim is wholly or partially denied, the Committee shall provide
         the claimant with a notice of denial, generally within 90 days of
         receipt, written in a manner calculated to be understood by the
         claimant and setting forth:

3.3.2.1  The specific reason(s) for such denial;

3.3.2.2  Specific references to the pertinent Plan provisions on which the
         denial is based;

3.3.2.3  A description of any additional material or information necessary for
         the claimant to perfect the claim with an explanation of why such
         material or information is necessary (if applicable); and

3.3.2.4  Appropriate information as to the steps to be taken if the claimant
         wishes the Committee to revise its initial denial. The notice of denial
         shall be given within a reasonable time period but no later than 90
         days after the claim is received, unless circumstances require an
         extension of time for processing the claim. If such extension is
         required, written notice shall be furnished to the claimant within 90
         days of the date the claim was received, stating that an extension of
         time and the date by which a decision on the claim can be expected,
         which shall be no more than 180 days from the date the claim was filed.

3.3.2.5  If no written notice of denial is provided by the Committee within the
         90-day deadline described in Section 3.3.2, then the claim shall be
         deemed to be denied, and the claimant may appeal the claim as though
         the claim had been denied.


                                       16
<PAGE>
3.3.3    The claimant and/or his representative may appeal the denied claim
         through the following procedure:

3.3.3.1  Request a review by making a written request to the Committee provided
         that such a request is made within 65 days of the date of the
         notification of the denied claim;

3.3.3.2  Review pertinent documents.

3.3.4    Upon receipt of a request for review, the Committee shall within a
         reasonable time period but not later than 60 days after receiving the
         request, provide written notification of its decision to the claimant
         stating the specific reasons and referencing specific plan provisions
         on which its decision is based, unless special circumstances require an
         extension for processing the review. If such an extension is required,
         the Committee shall so notify the claimant, within this 60-day period.

3.3.5    In the event of any dispute over benefits under this Plan, all remedies
         available to the disputing individual under this Article must be
         exhausted, within the specified deadlines, before legal recourse of any
         type is sought.

                  3.4      QDRO Claim.

                  Claims relating to any domestic relations order, or any QDRO
or draft QDRO may be determined as set out in Section 1.16 In this event, the
claims procedure described in the preceding Section 3.3 shall therefore not
apply.

                  3.5      Indemnification of Committee and Investment Committee
                           Members.

                  To the fullest extent permitted by law, K&F agrees to
indemnify, to defend, and


                                       17
<PAGE>
hold harmless the members of the Investment Committee (if created) and the
Committee and its delegates, individually and collectively, against any
liability whatsoever for any action taken or omitted by them in good faith in
connection with this Plan or their duties hereunder and for any expenses or
losses for which they may become liable as a result of any such actions or
non-actions unless resultant from their own willful misconduct; and K&F will
purchase insurance for the Investment Committee and the Committee and its
delegates to cover any of their potential liabilities with regard to the Plan.

                  3.6      Power to Execute Plan and Other Documents.

                  The Chief Financial Officer or Executive Vice President of K&F
Industries, Inc. and the Committee shall have the authority to execute
governmental filings or other documents relating to the Plan (including the Plan
document), or this authority may be delegated to another officer or employee of
K&F or of a K&F subsidiary or affiliate by either the Chief Financial Officer or
the Executive Vice President of K&F Industries, Inc. or the Board, or the
Committee.

                  3.7      Conclusiveness of Records.

                  In administering the Plan, the Committee may conclusively rely
upon the Basic Plan employer's payroll and personnel records maintained in the
ordinary course of business.

                  3.8      No Personal Liability

                  No Committee member or delegate shall be personally liable by
reason of any contract or other instrument executed by him or on his behalf in
his capacity as a member or delegate of a Committee nor for any mistake of
judgment made in good faith, and K&F shall indemnify and hold harmless each
member of the Committee and each other officer, employee, or director of K&F to
whom any duty or power relating to the administration or interpretation of the
Plan may be allocated or delegated, against any cost or expenses (including
counsel fees) or


                                       18
<PAGE>
liability (including any sum in settlement of a claim with the approval of the
Board) arising out of any act or omission to act in connection with the Plan
unless arising out of such person's own fraud or bad faith.

                  3.9      How Plan Benefits are Accrued.

                  Benefits that would be accrued under the Basic Plan, but for
the limiting provisions of Code Sections 415 and/or 401(a)(17), shall be
deemed to be accrued under the Plan.

                  3.10     Right to Amend.

                           3.10.1   General Power to Amend. The Board may at any
                                    time amend the Plan in any respect or
                                    suspend or terminate the Plan in whole or in
                                    part without the consent of any Participant
                                    or Beneficiary or any Employer whose
                                    employees are covered by this Plan, subject
                                    to Section 3.10.2. Any such amendment,
                                    suspension or termination may be made with
                                    or without retroactive effect, save as
                                    provided in Section 3.10.2.

                  3.10.2   No Cut-Back of Accrued Benefits. Notwithstanding the
                           previous Section 3.10.1, this Plan may not be amended
                           or terminated in any respect that has the effect of
                           reducing or eliminating any Plan benefit that had
                           accrued as of the effective date of the amendment or
                           termination, unless the affected Participants or
                           Beneficiaries each gives his consent. That is, there
                           shall be no retroactive cut-backs of accrued Plan
                           benefits, without individual consent.

                  3.11     Investment Committee.



                                       19
<PAGE>
                  3.11.1   Appointment of Investment Committee. The Board may,
                           within its discretion, appoint an Investment
                           Committee, of at least one person. The appointment of
                           an Investment Committee shall relieve the Committee,
                           Board, K&F, and all other participating Employers
                           from any fiduciary responsibility (if applicable) for
                           Plan assets under the control of the Investment
                           Committee, or its delegates, as provided by law. The
                           Investment Committee, if it is created by the Board,
                           shall be a fiduciary of the Plan, but shall not be
                           the "named fiduciary," as that term is used by ERISA.
                           The Board may also, within its discretion, decline to
                           create an Investment Committee, or disband it at any
                           time.

                  3.11.2   Powers of the Investment Committee. The Investment
                           Committee, if appointed, has final authority
                           regarding the investment and management of Plan
                           assets. The Investment Committee may delegate its
                           responsibilities, appoint investment managers,
                           oversee its delegates, and each Investment Committee
                           member may execute documents on behalf of the
                           Investment Committee, with respect to Plan assets
                           (including Trust assets, if applicable) . Should the
                           Investment Committee appoint an investment manager,
                           as that term is defined in ERISA, then the Investment
                           Committee shall be relieved of any fiduciary duty (if
                           applicable) with respect to Plan assets under the
                           control of such an investment manager. The Investment
                           Committee shall exercise its powers subject to the
                           terms of the Trust, if applicable.

             3.11.2.1      Any act which the Plan or Trust authorizes or
                           requires the Investment


                                       20
<PAGE>
                           Committee to do may be done by a majority of its
                           members. The action of such majority, shall
                           constitute the action of the Investment Committee and
                           shall have the same effect for all purposes as if
                           made by all members of the Investment Committee at
                           that time in office. The Investment Committee may act
                           without any writing that records its decisions, and
                           need not document its meetings or teleconferences.
                           The Investment Committee may also act through any
                           authorized representative.

             3.11.2.2      The members of the Investment Committee may authorize
                           one or more of their number to execute or deliver any
                           instrument, make any payment or perform any other act
                           which the Plan authorizes or requires the Investment
                           Committee to do.

             3.11.2.3      The Investment Committee may employ counsel, outside
                           experts, and other agents and may procure such
                           clerical, accounting, actuarial and other services as
                           they may require in carrying out the provisions of
                           the Plan.

             3.11.2.4      No member of the Investment Committee shall receive
                           any compensation for his services as such. All
                           expenses relating to the Investment Committee's
                           activities, including, but not limited to, fees of
                           accountants, counsel and actuaries shall be paid by
                           the Employer, to the extent that they are not paid
                           under the from Plan assets (including Trust assets,
                           if applicable).



                                       21
<PAGE>
                       Article IV - Vesting and Forfeiture

                  4.1      Vesting.

                           4.1.1. A Participant shall be entitled to a benefit
         under this Plan only upon satisfying the vesting requirements set out
         in this Section 4.1.

                           4.1.2. Vesting, as defined by this Section 4.1, shall
         occur only when the Participant has (I) satisfied the vesting
         requirements of the Basic Plan and made any contributions that are
         required to receive benefits under the Basic Plan, (ii) terminated
         employment with K&F and all affiliated companies, (iii) satisfied all
         eligibility requirements for benefits under this Plan, and (iv) applied
         and received Committee approval to receive Plan benefits, with respect
         to the forfeiture issues addressed by Section 4.1.3.

                           4.1.3. A Participant shall not be fully vested under
         this Section 4.1 until, following his termination and application for
         Plan benefits, the Committee has determined that he is not subject to
         forfeiture of his Plan benefits under this Section 4.1. Forfeiture of
         all Plan benefits (including death benefits and Plan benefits
         previously paid) under this Section 4.1 shall take place,
         notwithstanding any contrary Plan provision, if a Participant: (i) is
         Dismissed for Cause, as defined in Section 4.2, (ii) becomes employed
         by a company in substantial competition with an Employer, or (iii)
         engages in conduct detrimental or contrary to the best interests of an
         Employer. Clause (ii) of the preceding sentence may be excluded as an
         event of forfeiture in individual cases, if a written determination is
         made by the Committee.

                  4.2      Dismissed for Cause.



                                       22
<PAGE>
                  "Dismissed for Cause" means termination of employment for (a)
theft, embezzlement, or malicious destruction of an Employer's property; (b)
fraud or other wrongdoing against an Employer; or (c) improper disclosure of an
Employer's trade secrets.

                  4.3      Forfeiture after Plan Benefits have Commenced.

                  Even though the Committee has made an initial favorable
vesting determination under Section 4.1., it may nevertheless determine that a
Participant's Plan benefits, after payment has commenced, are forfeited, if the
Committee reconsiders the issues addressed in Section 4.1.3 and determines that
forfeiture is in fact warranted. Such a forfeiture shall be effective as of the
date that the Committee determines an event of forfeiture has occurred, as set
out in Section 4.1.3. The Committee may therefore make a retroactive forfeiture
determination. Any Plan benefits that have been paid after the effective date of
the retroactive forfeiture determination shall be considered a mistaken payment
under Section 5.11.

                  4.4      Determinations by Committee.

                  The Committee shall have full, final, and discretionary
authority to make determinations under this Article IV. Any forfeiture
determination made by the Committee shall be final, binding, and conclusive upon
the Participant and his Beneficiaries.



                                       23
<PAGE>
                         Article V - General Provisions

                  5.1      No Assignment or Alienation of Benefits.

                  Subject to Section 2.2, payment of benefits pursuant to this
Plan shall be made only to Participants. Such benefits shall not be subject in
any manner to the debts or other obligations of the Participant or any
Beneficiary, and shall not be subject to transfer, anticipation, alienation,
sale, assignment, bankruptcy, pledge, attachment, charge, garnishment or
encumbrance in any manner, either voluntarily or involuntarily, by the
Participant, a Beneficiary, or any creditor of any person or entity, subject
only to Section 1.16, concerning QDROs.

                  5.2      Withholding Taxes.

                  Whenever under the Plan payment is made to a Participant or
Beneficiary, an Employer shall be entitled to require as a condition of payment
that the recipient remit an amount, sufficient in the Employer's opinion, to
satisfy all FICA, federal and other withholding tax requirements related
thereto. The Employer shall be entitled to deduct such amount from any payment.

                  5.3      No Right to Continue Employment.

                  This Plan is voluntary on the part of each Employer and shall
not be deemed to constitute an employment contract between the Employer and a
Participant and/or consideration for or an inducement for or condition of
employment of any Participant. Nothing in this Plan shall be deemed to give any
employee the right to be retained in the service of an Employer or to interfere
with the right of the Employer to discharge, terminate or lay off any
Participant at any


                                       24
<PAGE>
time for any reason.

                  5.4      Unfunded Plan.

                  The Plan is intended to constitute an unfunded, excess
benefit, nonqualified pension plan for a select group of management or highly
compensated employees, for the purposes of Title I of ERISA, and is also
intended to be an unfunded plan for all tax purposes. Accordingly, all Plan
Participants have the status of general unsecured creditors of their Employer,
and the Plan constitutes a mere unsecured and conditional promise made by each
Employer, to pay benefits in the future.

                  5.5      Governing Law.

                  It is intended that the Plan conform to and meet the
applicable requirements of ERISA and the Code. Except to the extent preempted by
ERISA, the validity of the Plan or of any of its provisions shall be determined
under, and it shall be construed and administered according to, the laws of the
State of New York (including its statute of limitations and all substantive and
procedural law, and without regard to its conflict of laws provisions).

                  5.6      Payment of Benefits.

                  If a Trust is created, then all benefits payable under the
Plan shall be paid under the Trust Agreement. In all events, the rights or
entitlement of any Participant or Beneficiary shall be no greater than those of
an unsecured general creditor of the Employer.

                  5.7      Section Headings.

                  The section headings contained in the Plan are for purposes of
convenience only and are not intended to define or limit the contents of the
sections.


                                       25
<PAGE>
                  5.8      Payment to a Minor or Incompetent.

                  If any amount is payable under this Plan to a minor or other
legally incompetent person, such amount may be paid in any one or more of the
following ways, as the Committee in its sole discretion shall determine:

5.8.1    To the legal representatives of such minor or other incompetent person;

5.8.2    Directly to such minor or other incompetent person;

5.8.3    To a parent or guardian of such minor or other incompetent person, to
         the person with whom such minor or other incompetent person shall
         reside, or to a custodian for such minor under the Uniform Gifts to
         Minors Act (or similar statute) of any jurisdiction. Payment to any
         person in accordance with the foregoing provisions shall pro tanto
         discharge from liability the Employer, the members of the Committee,
         and any person or corporation making such payment pursuant to the
         direction of the Committee, and none of the foregoing shall be required
         to see to the proper application of any such payment. Without in any
         manner limiting or qualifying the provisions of this Section 5.8, if
         any amount is payable under this Plan to a minor or any other legally
         incompetent person, the Committee may in its discretion utilize the
         procedures described in Section 5.8.

                  5.9      Doubt as to Right to Payment.

                  If at any time any doubt exists as to the right of any person
to any payment under this Plan or the amount or time of such payment (including,
without limitation, any case of doubt as to identity, or any case in which any
notice has been received from any other person claiming any interest in amounts
payable hereunder, or any case in which a claim from other persons may exist by
reason of community property or similar laws), the Committee shall be entitled,
in its discretion, to direct that such sum be held as a segregated amount in
trust until such right or


                                       26
<PAGE>
amount or time is determined or until order of a court of competent
jurisdiction, or to pay such sum into court in accordance with appropriate rules
of law in such case then provided, or to make payment only upon receipt of a
bond or similar indemnification (in such amount and in such form as is
satisfactory to the Committee).

               5.10        Missing Payees.

                  If all or portion of a Participant's vested Plan benefit
becomes payable and the Committee after a reasonable search cannot locate the
Participant (or his Beneficiary if such Beneficiary is entitled to payment),
then, 5 years after the Participant's benefit first became payable under the
Plan, a notice shall be mailed to the last known address of the Participant. If
the Participant does not respond within three months, the Committee may elect,
upon advice of counsel, to remove all records of the Participant's accrued
benefit from the Plan's current records and that benefit shall be used to offset
future employer contributions. If the Participant or his Beneficiary
subsequently presents a valid claim for benefits to the Committee, the Committee
shall restore and pay the appropriate Plan benefit.

               5.11        Mistaken Payments.

                  No Participant or Beneficiary shall have any right to any
payment made (1) in error, (2) in contravention to the terms of the Plan, the
Code, or ERISA, or (3) because the Committee or its delegates were not informed
of any death. The Committee shall have full rights under the law and ERISA to
recover any such mistaken payment, and the right to recover attorney's fees and
other costs incurred with respect to such recovery. Recovery shall be made from
future Plan payments, or by any other available means.



                                       27
<PAGE>
               5.12        Receipt and Release for Payments.

                  Any payment to any Participant, Beneficiary, or to any such
person's legal representative, parent, guardian, or any person or entity
described by Section 5.8 or under any other Plan provision, shall be in full
satisfaction of all claims for benefits that can be made under the Plan. The
Trustee (if any), Committee, or The Employer may require such Participant,
Beneficiary, legal representative, or any other person or entity described in
this Section 5.12, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as shall be determined by the Trustee
(if any), Committee, or The Employer.

               5.13        Illegality of Particular Provisions.

                  The illegality of any particular provision of this Plan shall
not affect the other provisions thereof, but the Plan shall be construed in all
respects as if such invalid provision were omitted.

               5.14        Discharge of Liability.

                  If distribution in respect of a Participant is made under this
Plan in a form, or to a person, reasonably believed by the Committee or its
delegate to be proper, the Plan shall have no further liability with respect to
the Participant (or his spouse or Beneficiary) to the extent of such
distribution.




                                       28
<PAGE>
                  IN WITNESS WHEREOF, K&F INDUSTRIES, INC., on its own behalf
and as agent for each of its subsidiaries, has caused this Plan to be executed
by its duly authorized officer, this 1st day of October, 1999.

                                    K&F INDUSTRIES, INC.

                                    By: /s/ KENNETH M. SCHWARTZ
                                        ------------------------------
                                        Signature

                                        Kenneth M. Schwartz
                                        ------------------------------
                                        Printed Name

                                        Executive Vice President
                                        ------------------------------
                                        Title







                                       29
<PAGE>
                 ADDENDUM - SUMMARY PLAN DESCRIPTION INFORMATION

This Addendum contains certain information generally included in summary plan
descriptions. Although this Plan is not subject to Title I of ERISA, and
therefore a summary description is not required to be issued, this Addendum is
provided for the convenience of Plan Participants. It is addressed directly to
the Participants. In some instances, this Addendum may repeat information
previously stated in the text of the document, but is restated here, in a
simpler, summarized form. The preceding full text of Plan document, however,
will always control the administration of the Plan.

HOW TO APPLY FOR BENEFITS
Before you can receive benefits from the SERP, you must submit a
properly-completed Election of Benefit form to your Human Resources
Representative. This form must be submitted within 30 to 90 days before the date
you plan to begin collecting your pension under your qualified pension plan. You
will be asked to submit two election forms at the same time: one for this SERP
and the other for the qualified pension plan..

WHO SHOULD ANSWER YOUR QUESTIONS ABOUT THE PLAN. Your Company Benefit
Representatives are responsible for the daily, routine administration of the
Plan. You may turn to them for answers to any questions you may have. However,
if your question involves an interpretation of the Plan, it will be forwarded to
the Committee.

Although your Company Benefit Representatives will always make their best
efforts to give accurate information, mistakes may occur from time to time.
Should this happen, the Committee will make its own determination, based on the
terms of this Plan document. The Committee's determination will control because
it reflects this document, even if it conflicts with earlier decisions made by
the Benefits Representative.

IF A BENEFIT REQUEST IS DENIED. Any claim for benefits under this Plan must be
made in writing, addressed to the Committee. If you submit a claim for benefits
under this Plan, the Committee will give a written answer to your claim within
90 days after it receives it, as to whether the Committee will pay or deny the
benefit. If it is decided that you are not entitled to any or all of the
benefits requested, you will be told why. The notice will also:

-        request additional information, if necessary
-        refer you to applicable provisions of the Plan.

You (or your legal representative) are entitled to review all documents and
papers which affect your benefit. The notice will also tell you how you can
appeal this decision. If further information is necessary, you will be notified
of the problem. The Committee may then take an additional 90 days after it
receives the information.

If you disagree with the denial, you have 65 days after the date of the written
denial in which to ask, in writing, for a review of the decision. You should
furnish all supporting information and documents on behalf of your application
at this time. The Committee will review your


                                       30
<PAGE>
application, and, within 60 days after it has received your appeal, give you its
decision in writing in clear, understandable language, explaining how the
decision was made and referring to specific sections of the Plan document on
which the denial is based. If more time is needed because of unusual
circumstances, you will be notified. This last decision of the Committee is
final and binding.

Please remember that you must complete each step of the benefit review and
appeal process just described, within the deadlines, before you can take any
legal action.

GIVING AWAY YOUR PLAN BENEFITS
The benefits described here are exclusively for Plan members and their
beneficiaries. Your benefits cannot be assigned, transferred, sold, or used as
collateral for any reason whatsoever.

DIVORCE AND YOUR PLAN BENEFITS
In the event of a divorce, marital, or child support order, benefits under your
qualified defined benefit retirement plan may be payable to someone other than
you and your designated beneficiary, if a "QDRO" or qualified domestic relations
order has been issued by the court. The plan administrator of your retirement
plan (and not the issuing court) will decide whether or not such an order is
"qualified." However, the Committee of this Plan will independently decide,
within its complete discretion, whether a QDRO or any other order concerning
this Plan is binding upon the Committee and this Plan. The Committee reserves
the right to disregard the terms of any court order or QDRO, with respect to
payments from this Plan.

HOW BENEFITS CAN BE FORFEITED OR DELAYED
There are certain situations under which Plan benefits can be forfeited or
delayed. Most of these circumstances are spelled out in the previous pages,
particularly in Article IV, but you can also forfeit or delay payment of your
Pension Plan benefit if:

-        you or your beneficiary do not file an application for benefits;

-        you do not furnish information requested to complete or verify your
         application for benefits; or

-        your current address is not on file with your local Benefits
         Representative

-        your benefits were described or paid to you in error, and were not
         authorized by the Plan

-        there is a delay in payment under the Company's qualified pension plan.

FUTURE OF THE PLAN
The Company intends to continue the Plan indefinitely, but reserves the right to
terminate,



                                       31
<PAGE>
suspend, withdraw, amend or modify the Plan at any time. Any change or
termination of benefits will be based solely on the decisions of K&F and may
apply to active employees, future retirees and current retirees as either
separate groups, or as one group. If this should happen, the Company will notify
employees and/or retirees as soon as possible.

TAX LAWS
The Plan is governed by the rulings of the Internal Revenue Service and current
tax laws. If there are any changes in tax laws or IRS rulings, the Plan will be
amended to comply. You will be informed of any changes.

PLAN LIMITATIONS
Being a member of the Plan does not give you any right of continued employment
with the Company.

PLAN BENEFITS ARE NOT INSURED
Because the Plan is not a qualified retirement plan under the Internal Revenue
Code, benefits are not insured or protected by the Pension Benefit Guaranty
Corporation (PBGC).

OTHER IMPORTANT FACTS
Official Name of Plan:                K&F Industries Supplemental Executive
                                      Retirement Plan
                                      (Informally known as the K&F SERP)

Sponsoring Employer:                  K&F Industries, Inc.
                                      600 Third Avenue
                                      New York, New York  10016
                                      (212) 297-0900

A complete list of other participating employers may be obtained from the Plan
Administrator.


Employer Identification Number:       34-1614845

Plan Number:                          513

Plan Administrator:                   Committee
                                      The K&F SERP
                                      c/o Chief Financial Officer
                                      K&F Industries, Inc.
                                      600 Third Avenue
                                      New York, NY 10016
                                      (212) 297-0900




                                       32
<PAGE>
Agent for Service of            The Plan Administrator
Process:

Plan Year:                      January 1 - December 31

Type of Plan:                   Nonqualified, Unfunded, Excess Benefit, Deferred
                                Compensation Plan



                                       33