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                               FIRST AMENDMENT TO
                      SPECIALTY EQUIPMENT COMPANIES, INC.
                              AMENDED AND RESTATED
                       EXECUTIVE LONG-TERM INCENTIVE PLAN

         WHEREAS, the Specialty Equipment Companies, Inc. Executive Long-Term
Incentive Plan, as amended and restated effective May 27, 1999 (the "Plan"),
provides that the Board of Directors of Specialty Equipment Companies, Inc. (the
"Board") may from time to time in its discretion amend or modify the Plan,
subject to stockholder approval as may be required in instances governed by
Section 422 of the Internal Revenue Code, Section 16(b) of the 1934 Act, or to
comply with the listing requirements of any securities exchange or market system
on which the Company's equity securities are listed; and

         WHEREAS, the Board has determined that the Plan should be amended to
modify the vesting and exercisability provisions of the Plan as provided herein,
and the Board has authorized Jeffrey Rhodenbaugh and Donald McKay, or either of
them, to execute this First Amendment to the Plan on behalf of Specialty
Equipment Companies, Inc. (the "Company").

         NOW, THEREFORE, the Plan is hereby amended, effective as of October 23,
1999, as set forth below.

         1.       Administration:  Committee Authority.  Article 4(c) (vii) and
(viii) are hereby amended and restated as follows:

         (vii)    to accelerate the exercisability of and to accelerate
                  or waive any or all of


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                  the restrictions and conditions applicable to, any Award,
                  except restrictions set forth in Article 8(a)(ii) and (iii).

         (viii)         to extend the exercisability of options (other than
                  incentive stock options) and to extend or waive any or all of
                  the restrictions and conditions applicable to any Award,
                  except the restrictions limiting the term of Awards to 10
                  years or 15 years (as the case may be pursuant to Article
                  6(a)(ii)).

         2.       Exercise. Vesting of Options and Stock Appreciation Rights.
Article 8(a) shall be amended, by adding the following new Article 8(a)(v) as
follows:

         (v)            Effective with respect to options and stock
                  appreciation rights granted after October 23, 1999, the
                  Committee may in its discretion grant options and stock
                  appreciation rights with a vesting and exercisability schedule
                  stated in the Grantee's Option Award Agreement, which may
                  provide for vesting and exercisability as rapidly as or less
                  rapidly than at the rate of 25% per year as provided in
                  Article 8(a)(iv).

         3.       Termination of Employment. Awards After October 23, 1999.
Article 13 shall be amended, by adding the following new Article 13(c) as
follows:

         (c)      Awards After October 23, 1999. With respect to options and
                  stock appreciation rights issued after October 23, 1999, such
                  options and stock appreciation rights shall be governed by the
                  Plan and by the following rules:

                  (i)          Options or stock appreciation rights issued after
                        October 23, 1999, shall be considered vested and
                        exercisable as of the date of the Grantee's death as if
                        each such option or stock appreciation right had been


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                        issued with vesting and exercisability over a five year
                        period in five annual installments at the rate of 20%
                        each year on the anniversary of the Grant Date of the
                        award (the "Alternate Vesting Schedule");

                  (ii)         Options or stock appreciation rights issued after
                        October 23, 1999, shall be considered vested and
                        exercisable as of the date of the Grantee's Retirement
                        or Disability as if each such option or stock
                        appreciation right had been issued with the Alternate
                        Vesting Schedule; and

                  (iii)        if a Grantee's employment terminates because the
                        Grantee resigns, except where the resignation is for
                        Disability or Retirement, the Committee shall have
                        discretion to determine within 90 days of the date of
                        such termination, that a resigning Grantee's options and
                        stock appreciation rights will instead be vested and
                        exercisable in accordance with the Alternate Vesting
                        Schedule.  The Committee may consider whether or not the
                        facts and circumstances of a resignation warrant vesting
                        and exercisability in accordance with the Alternative
                        Vesting Schedule because the resignation appears similar
                        to a Retirement, or because it appears to be more
                        similar to an involuntary termination of employment than
                        a voluntary termination, but the Committee shall have
                        absolute and final discretion to determine whether or
                        not to allow all or part of a resigned Grantee's option
                        or stock appreciation right to vest and be exercisable
                        in accordance with the Alternate Vesting Schedule;

         4.       Except as provided in this First Amendment to the Plan, the
Plan is hereby ratified and confirmed.

Dated as of:  October 23, 1999






                                 /s/ Donald K. McKay
                                 ----------------------------
                                 Donald K. McKay




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