Exhibit 10.16


                       NON-QUALIFIED PLAN OF DEFERRED COMPENSATION OF

                                  MARK IV INDUSTRIES, INC.
                              ________________________________

                               Fifth Amendment and Restatement
                              _________________________________

                                 Effective February 29, 2000



       WHEREAS, Mark IV Industries, Inc., a Delaware corporation having its
principal place of business at One Town Centre, John James Audubon Parkway,
Amherst, New York ("Mark IV") adopted a non-qualified plan of deferred
compensation known as the "Non-Qualified Plan of Deferred Compensation of Mark
IV Industries, Inc." (the "Plan") effective February 20, 1990 in order to
provide a select group of its highly compensated management employees the same
amount of retirement income such highly compensated management employees would
have been entitled to receive if the provisions of the Internal Revenue Code
as amended by the Tax Reform Act of 1986, did not require Mark IV to change
the manner in which it administered a tax qualified retirement plan maintained
by Mark IV for the benefit of certain of its employees and known as the Mark
IV Retirement Savings Plan (now known as the Mark IV Savings & Retirement
Plan) and a tax qualified defined contribution pension plan known as the Mark
IV Industries, Inc. and Subsidiaries Master Defined Contribution Pension Plan
(which plan was merged into the Mark IV Savings & Retirement Plan effective
January 1, 1993); and

       WHEREAS, the Plan provides for the hypothetical investment of amounts
hypothetically credited to accounts established to maintain records of the
amounts payable to Participants in the Plan; and

       WHEREAS, Mark IV amended and restated the Plan effective December 1,
1991 to provide that the value of the accounts of certain Participants will be
equal to the greater of the amount hypothetically allocated to the account of
the Participant together with interest thereon and the value of common stock
of Mark IV which is to be hypothetically allocated to the account of such
Participant, and to make certain other conforming changes to the Plan; and

       WHEREAS, Mark IV amended and restated the Plan effective December 16,
1992, to provide certain Participants the opportunity to defer the receipt of
payment of any bonus or other incentive compensation which they may be
entitled to receive under the terms of certain executive bonus arrangements
and to provide that the amount of the incentive bonus, if any, which the
Participant defers shall be credited with hypothetical earnings and paid in
accordance with the terms of this Plan; and

<PAGE>2


       WHEREAS, Mark IV amended and restated the Plan effective September 1,
1993, to provide that certain Participants shall be permitted to defer the
receipt of all or any part of the salary or wages they are entitled to receive
and to provide that the amount of the salary or wages deferred by the
Participant, if any, shall be credited with hypothetical earnings and paid in
accordance with the terms of this Plan; and

       WHEREAS, effective January 1, 1996, Mark IV began administering the Plan
in a manner which provided for the allocation of hypothetical matching
contributions to the accounts of Participants that deferred the receipt of
their compensation pursuant to the Plan; and

       WHEREAS, effective January 1, 1999, Mark IV amended and restated the
Plan to provide for a limitation on the aggregate amount of the compensation
and bonuses which may be deferred by Participants and, in certain cases, to
require a portion of the amount of the compensation and bonuses deferred by
Participants to be distributed immediately; and

       WHEREAS,  Mark IV now desires to amend the Plan to provide that, if a
Participant's employment is terminated within a Plan Year, a portion of the
amount which would have been allocated to the Account of the Participant if he
had continued his employment with his Employer for the entire Plan year will
be allocated to the Participant's Account and to make certain other changes in
the manner in which the Plan is administered;

       NOW, THEREFORE, Mark IV hereby adopts the following as the Fifth
Amendment and Restatement of the Plan effective as of February 29, 2000:

                                      TABLE OF CONTENTS


       Section                                                         Page

Section 1  Definitions                                                  1

Section 2  Eligibility                                                  9

Section 3  Annual Deferred Compensation Commitment,
           Compensation Deferrals and Matching Contributions           10

Section 4  Distributions                                               25

Section 5  Termination and Distribution Upon Change in Control         36

Section 6  Administration                                              37

Section 7  Amendment, Termination and Merger                           40

Section 8  Miscellaneous                                               41


<PAGE>3

                                         SECTION 1.
                                        Definitions

       1.01   Account means the account or accounts established and maintained
by the Committee (as hereinafter defined) for each Participant (as hereinafter
defined) to reflect the amount of the deferred compensation payable to each
Participant under the terms of this Plan.

       1.02   Affiliate means any corporation under common control with Mark IV
within the meaning of Internal Revenue Code Section 414(b) and any trade or
business (whether or not incorporated) under common control with Mark IV
within the meaning of Internal Revenue Code Section 414(c).

       1.03   Anniversary Date means March 1 of each year.

       1.04   Annual Allocation Account means a sub-account maintained by the
Committee within each Participant's Account for each Plan Year (as hereinafter
defined) with respect to which an Annual Deferred Compensation Commitment (as
hereinafter defined) is to be made, which sub-account is established by the
Committee for the purpose of valuing the total aggregate amount of each of the
Annual Deferred Compensation Commitments made by Mark IV to the Participant's
Account together with any earnings thereon as provided for in this Plan.

       1.05   Annual Deferred Compensation Commitment means, for each Plan Year,
the total amount of the deferred compensation which Mark IV has agreed and
committed to allocate and pay with respect to such Plan Year, to each of the
Participants in the Plan, excluding: (a) interest; (b) the amount of any
Compensation Deferrals (as hereinafter defined) which are deferred at the
option of a Participant; and (c) the amount of any Matching Contributions
relating to Compensation Deferrals made by a Participant (as hereinafter
defined).

       1.06   Applicable Interest Rate means: for each Plan Year, a rate of
interest equal to one hundred twenty percent (120%) of the average of the
Federal long-term interest rates established by the Secretary of the Treasury
pursuant to the provisions of Section 1274 of the Internal Revenue Code and
the regulations thereunder for the months of March, June, September and
December of the calendar year which ends within the Plan Year; and (b) for
each calendar year, a rate of interest equal to one hundred twenty percent
(120%) of the average of the Federal long term interest rates established by
the Secretary of the Treasury pursuant to the provisions of Section 1274 of
the Internal Revenue Code and the regulations thereunder for the months of
March, June, September and December of such calendar year.

       1.07 Authorized Absence means a leave of absence from the Employer (as
hereinafter defined) or any Affiliate for a period not exceeding twenty-four
(24) months or absence to enter the Armed Services of the United States during
a period of national emergency or at any time through the operation of a
compulsory military service law of the United States.  Leaves of absence may
be granted in the event of illness or accident of an Eligible Employee (as
hereinafter defined) or a member of his family or for the continuation of the
training or education of the Eligible Employee.  For purposes of this Plan, an


<PAGE>4


Eligible Employee who leaves on an Authorized Absence shall not be deemed to
have incurred a termination of employment with the Employer or any Affiliate
solely by reason of his leaving on such Authorized Absence.  However, the
failure of any Eligible Employee to return to active employment with the
Employer or any Affiliate after a leave of absence or authorized extension
thereof or during the period after his separation from military service in
which his reemployment rights are guaranteed by law shall be deemed a
termination of employment at the later of the date of commencement of such
leave of absence or such military leave or the date for which he was last
credited with an Hour of Service (as hereinafter defined).  Leaves of absence
shall be granted in accordance with the Employer's normal policies and
practices in a uniform and non-discriminatory manner.

       1.08 Beneficiary means any person or persons designated, in writing, by
a Participant to share in the benefits of the Plan after his death, or if
none, his spouse, or, if neither, his estate.

       1.09 Break in Service means each Plan Year during which an Eligible
Employee has completed no more than 500 Hours of Service due to a termination
of employment with the Employer and any Affiliate.  A termination of
employment shall not occur upon a Participant's transfer between the
employment of the Employer and any Affiliate.

              In the case of an Eligible Employee who is absent from work for
any period by reason of:

              (a)    the pregnancy of the Eligible Employee;

              (b)    the birth of a child of the Eligible Employee;

              (c)    the placement of a child with the Eligible Employee in
connection with the adoption of such child by such Eligible Employee; or

              (d)    the need to care for such child for a period beginning
immediately following the birth or placement of such child with such Eligible
Employee;

such Eligible Employee shall receive an Hour of Service for each Hour of
Service which the Eligible Employee would have been credited with during the
period of such absence had the Eligible Employee not been absent.  If the
Committee is unable to determine the number of Hours of Service which the
Eligible Employee would have been credited with had such Eligible Employee not
been absent, such Eligible Employee shall be credited with 8 Hours of Service
per work day of such absence.  Notwithstanding the foregoing, an Eligible
Employee shall not be credited with more than the number of Hours of Service
required to prevent such Eligible Employee from incurring a Break in Service
nor be credited with more than 501 Hours of Service by reason of any absence
described in this paragraph.  The Hours of Service credited under this
paragraph shall be credited in the computation period in which the absence
begins if the crediting is necessary to prevent the Eligible Employee from


<PAGE>5


incurring a Break in Service in that computation period or, in all other
cases, in the following computation period.  The provisions of this paragraph
shall be used solely for purposes of determining whether an Eligible Employee
has incurred a Break in Service for vesting purposes.

       1.10 Board of Directors means the Board of Directors of Mark IV.

       1.11 Change in Control means the occurrence of any of the following: (a)
any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Act")) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act) of more than
twenty percent (20%) of the then outstanding voting stock of Mark IV,
otherwise than through a transaction arranged by, or consummated with the
prior approval of its Board of Directors; or (b) during any period of two (2)
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors (and any new director whose election to the Board of
Directors or whose nomination for election by Mark IV's shareholders was
approved by a vote of at least two thirds (2/3) of the directors then still in
office who either were directors at the beginning of such period or whose
election or nomination for election was previously so approved) (hereinafter
referred to as the "Continuing Directors") cease for any reason to constitute
a majority thereof; or (c) the shareholders of Mark IV approve a merger or
consolidation of Mark IV with any other corporation, other than a merger or
consolidation which would result in the voting securities of Mark IV
immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity)
at least eighty percent (80%) of the combined voting power of the voting
securities of Mark IV or such surviving entity outstanding immediately after
such merger or consolidation (provided, however, that if prior to merger or
consolidation, the Board of Directors adopts a resolution that is approved by
a majority of the Continuing Directors providing that such merger or
consolidation shall not constitute a "change in control" for purposes of the
Plan, then such a merger or consolidation shall not constitute a "change in
control"); or (d) the shareholders of Mark IV approve an agreement for the
sale or disposition by Mark IV or all or substantially all the assets of Mark
IV; or (e) the execution by Mark IV of an agreement which, upon consumation of
the transactions contemplated by such agreement, will result in the merger or
consolidation of Mark IV with or into an unaffiliated corporation or other
entity.

       1.12 Committee means the administrative committee, referred to in
Section 6.01, designated by the Board of Directors of Mark IV to administer
the Plan.


<PAGE>6


       1.13 Compensation means: (a) for purposes of determining the amount
which a Participant shall be entitled to defer the receipt of pursuant to
Section 3.02 hereof, an amount equal to the total salary or wages paid or
payable by an Employer to a Participant at the Participant's regular rate for
services actually rendered during the calendar year ending within the Plan
Year including overtime and including bonuses which are payable with respect
to services performed during the fiscal year of the Employer in which such
calendar year ends but which bonuses are paid after the end of such calendar
year (whether or not such salary, wages, overtime or bonuses are actually paid
as a result of the Participant's election to defer receipt of such
Compensation) but excluding: (i) the amount, if any, of the compensation or
wages of the Participant which are contributed on behalf of the Participant to
the Mark IV Savings & Retirement Plan; (ii) the amount, if any, of the
compensation or wages of the Participant which are contributed on behalf of
the Participant to any cafeteria plan established and/or maintained by the
Employer pursuant to Section 125 of the Internal Revenue Code; and (iii) the
amount of the Annual Deferred Compensation Commitment allocated to the Account
of a Participant under this Plan or any other contributions or benefits made
to or for the benefit of any Participant under any other pension, profit
sharing, insurance, hospitalization or other plan or policy maintained by the
Employer for the benefit of any such Participant; and (b) for purposes of
determining the amount of the Annual Deferred Compensation Commitment to be
allocated to the Account of a Participant pursuant to Section 3.04 hereof, an
amount equal to: (i) total salary or wages paid or payable by the Employer to
a Participant at his regular rate for services actually rendered during the
calendar year ending within the Plan Year including overtime and including
estimated bonuses which will be payable with respect to services performed
during the fiscal year of the Employer in which such calendar year ends but
which bonuses are paid after the end of such calendar year (whether or not
such salary, wages, overtime or bonuses are actually paid as a result of the
Participant's election to defer the receipt of such Compensation) minus the
amount, if any, of bonuses paid during such calendar year which are
attributable to services provided by the Employee during the fiscal year of
the Employer which ends during the immediately preceding calendar year; (ii)
the amount, if any, of the compensation or wages of the Participant which are
contributed on behalf of the Participant to the Mark IV Savings & Retirement
Plan; (iii) the amount, if any, of the compensation or wages of the
Participant which are contributed on behalf of the Participant to any
cafeteria plan established and/or maintained by the Employer pursuant to
Section 125 of the Internal Revenue Code; minus the portion, if any, of the
amount of the compensation or wages contributed on behalf of the Participant
to the cafeteria plan maintained by the Participant's employer to the extent
that such compensation or wages are used for the payment of group term life
insurance premiums under the cafeteria plan; (iv) the amount, if any which is
included in the taxable income of a Participant as a result of the lapsing of
any restrictions on transferability of common stock of Mark IV which has been
issued to the Participant pursuant to the terms of the Mark IV Industries,


<PAGE>7



Inc. 1992 Restricted Stock Plan; and (v) the amount, if any, of ordinary
income realized by a Participant in connection with the exercise of any stock
options granted to the Participant under the terms of any incentive stock
option plan which is maintained by Mark IV or in connection with the sale by
the Participant of any stock of Mark IV which is acquired by the Participant
pursuant to the terms of any such Plan; but excluding any portion of the
Annual Deferred Compensation Commitment allocated to the Account of a
Participant under this Plan or any other contributions or benefits made to or
for the benefit of any Participant under any other pension, profit sharing,
insurance, hospitalization or other plan or policy maintained by the Employer
for the benefit of any such Eligible Employee.  The decision of the Committee
as to what constitutes Compensation within the meaning of the foregoing
definitions shall be conclusive.

       1.14 Compensation Deferral means, for the Plan Year ending February 28,
1993, for the four (4) month period beginning September 1, 1993 and ending
December 31, 1993 and for each calendar year beginning on or after January 1,
1994, the amount, if any, of the Compensation payable to a Participant which
the Participant has elected to defer the receipt of payment of pursuant to
Section 3.02 hereof and which Mark IV has agreed and committed to allocate and
pay to such Participant in the future under the terms of this Plan.

       1.15 Compensation Deferral Account means a sub-account maintained by the
Committee within the Account of each Participant that has made a Compensation
Deferral, which sub-account is established by the Committee for the purpose of
valuing the amount of the Compensation Deferrals made by the Participant
together with any earnings thereon as provided for in this Plan.

       1.16   Dollar Value means, except as otherwise specifically provided in
Section 3.10 hereof, an amount equal to the sum of: (a) the dollar amount
credited to a Participant's Account, if any, under the terms of the Plan,
determined as of November 30, 1991 including the interest credited thereon as
provided for in this Plan; and (b) the total of the dollar amounts credited
after November 30, 1991 to each of the Annual Allocation Accounts, the
Compensation Deferral Account and the Matching Contributions Account (as
hereinafter defined) contained within the Participant's Account including the
interest credited thereon as provided for in this Plan.

       1.17 Effective Date means February 20, 1990.

       1.18 Eligible Employee means each executive officer of the Employer.

       1.19 Employer means Mark IV Industries, Inc. and any other corporation
or other business entity affiliated with Mark IV which is a successor in
interest to such corporation or which, hereafter, with the approval of the
Board of Directors of Mark IV, adopts the provisions and obligations of the
Plan with respect to its employees by resolution of its own Board of Directors
or similar governing body.


<PAGE>8

       1.20 ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and corresponding provisions of future laws, as amended.

       1.21 Fiduciary means any person with respect to the Plan to the extent:

              (a)    He exercises any discretionary authority or discretionary
control respecting management of the Plan or exercises any authority or
control respecting management or disposition of its assets;

              (b)    He renders investment advice for a fee or other
compensation, direct or indirect, with respect to any moneys or other property
of the Plan or has any authority or responsibility to do so; or

              (c)    He has any discretionary authority or discretionary
responsibility in the administration of the Plan.

              This term also includes persons designated by the Committee to
carry out fiduciary responsibilities under the Plan. A Fiduciary may serve in
more than one fiduciary capacity with respect to this Plan.

       1.22 Hour of Service means each hour for which an Eligible Employee is
paid, or entitled to payment, by the Employer or any Affiliate for the
performance of duties.  In addition, an Hour of Service means each hour for
which an Eligible Employee is paid, or entitled to payment, directly or
indirectly by the Employer or any Affiliate on account of a period of time
during which no duties are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness, an Employer or
Affiliate approved sick or disability leave, layoff, leave of absence,
military leave or jury duty.  Notwithstanding the above, the hours required to
be credited to an Eligible Employee pursuant to the provisions of the
preceding sentence shall not include hours for which payment is made or due
under a plan maintained solely for the purpose of complying with applicable
Workers' Compensation laws, or Unemployment Compensation or disability
insurance laws, and no more than 501 hours shall be credited to an Eligible
Employee on account of any single continuous period during which the Eligible
Employee performs no duties.  In addition, no hours shall be credited for a
payment which solely reimburses an Eligible Employee for medical or medically
related expenses incurred by the Eligible Employee.

              An Hour of Service also means each hour for which back pay,
irrespective of mitigation of damages, has been either awarded or agreed to by
the Employer or any Affiliate; provided, however, that in no event shall the
same hours be credited under both this paragraph and the other paragraphs of
this Section 1.22.

              The computation period to which Hours of Service shall be credited
and the number of Hours of Service to be credited for reasons other than the
performance of duties shall be determined under Title 29, Subchapter C,
Section 2530.200b(b) and (c) of Code of Federal Regulations, which is hereby
incorporated by reference. Hours of Service shall be determined from records
maintained by the Employer or Affiliate.

<PAGE>9

       1.23 Internal Revenue Code, Code and IRC each mean the Internal Revenue
Code of 1986, as amended.

       1.24 Mark IV Savings & Retirement Plan means a master profit
sharing/401(k) plan established effective March 1, 1987 and maintained by Mark
IV Industries, Inc. and any successor plan to such master profit
sharing/401(k) plan.

       1.25 Matching Contributions means, for each Plan Year beginning on or
after March 1, 1996, the amount which Mark IV has agreed and committed to
allocate and pay with respect to such Plan Year, to each of the Participants
in the Plan, which amount is determined pursuant to the provisions of Section
3.03 hereof, and is based on the amount of the Compensation deferred by the
Participant on whose behalf such allocation is made, reduced by the amount, if
any, of matching contributions made on behalf of the Participant under the
terms of the Mark IV Savings & Retirement Plan.

       1.26 Matching Contributions Account means a sub-account maintained by
the Committee within each Participant's Account for the purpose of valuing the
total amount of the Matching Contributions allocated to the Participant's
Account together with any earnings thereon as provided for in this Plan.

       1.27 Participant means any Eligible Employee of the Employer who becomes
a participant in the Plan.

       1.28 Phantom Stock means the shares of common stock of Mark IV, if any,
which are hypothetically allocated to a Participant's Account pursuant to the
terms of this Plan.

       1.29 Plan means this non-qualified plan of deferred compensation known
as the Non-Qualified Plan of Deferred Compensation of Mark IV Industries, Inc.

       1.30 Plan Year means the 12 consecutive month period beginning on March
1 of each calendar year.

       1.31 Share Value means an amount equal to: (a) the sum of: (i) the
number of shares of Phantom Stock, if any, credited to a Participant's Account
as of November 30, 1991 under the terms of this Plan; and (ii) the total of
the number of shares of Phantom Stock, if any, credited after November 30,
1991 to each of the Annual Allocation Accounts, the Compensation Deferral
Account and the Matching Contributions Account contained within the
Participant's Account; multiplied by (b) the applicable price per share of
common stock of Mark IV as determined pursuant to Section 3.07 hereof.

       1.32 Taxable Wage Base means, for each Plan Year, the maximum amount of
earnings which may be considered wages under Internal Revenue Code Section
3121(a)(1), determined as of the last day of the calendar year ending with or
within the Plan Year.

     1.33 Valuation Date means the last day of February of each calendar year.


<PAGE>10


     1.34 Year of Service means each Plan Year in which the Eligible Employee
has not less than 1,000 .




                                         SECTION 2.
                                        Eligibility


       2.01 Employees Eligible.  The Committee shall determine which Eligible
Employees will participate in the Plan and the determination of the Committee
concerning which Eligible Employees shall participate in the Plan shall be
conclusive and binding on all persons.  An Eligible Employee shall become a
Participant in the Plan on the date that the Committee gives such Eligible
Employee written notice that he or she has become a Participant in the Plan.

       2.02 Participation Form.  The Committee shall furnish each Eligible
Employee who becomes a Participant in the Plan with a form containing such
information as the Committee may desire, including, but not limited to, date
of birth of the Eligible Employee, and the Beneficiary designation of such
Eligible Employee.



                                         SECTION 3.
                          Annual Deferred Compensation Commitment,
                     Compensation Deferrals and Matching Contributions

       3.01 Participant's Account.  (a) The Committee shall establish and
maintain an Account in the name of each Participant to which the Committee
shall credit the amount of each Annual Deferred Compensation Commitment made
on behalf of the Participant pursuant to the provisions of Section 3.04
hereof, the amount, if any, of Compensation Deferrals made by the Participant
pursuant to Section 3.02 hereof and the amount, if any, of Matching
Contributions made on behalf of the Participant pursuant to Section 3.03
hereof together with interest thereon as determined by Section 3.10 hereof
and, if applicable, Phantom Stock as determined pursuant to Section 3.06
hereof.

              (b) Beginning with the Plan Year ending on February 29, 1992 and
for each calendar year thereafter in which an Annual Deferred Compensation
Commitment is made pursuant to this Plan, the Committee shall establish and
maintain, within each Participant's Account, an Annual Allocation Account in
the name of such Participant which shall be credited with the amount of the
Annual Deferred Compensation Commitment to be made on behalf of such
participant for such Plan Year as determined pursuant to Section 3.04 hereof
together with interest thereon as determined pursuant to Section 3.10 hereof
and, if applicable, the number of shares of Phantom Stock determined pursuant
to Section 3.06 hereof.


<PAGE>11

              (c) Beginning with the Plan Year ending February 28, 1993 and for
each calendar year beginning on or after January 1, 1994, in which a
Participant makes a Compensation Deferral pursuant to this Plan, the Committee
shall establish and maintain, within each Participant's Account, a
Compensation Deferral Account in the name of such Participant which shall be
credited with the amount of such Participant's Compensation Deferral pursuant
to the terms of the Deferred Compensation Election Form executed by the
Participant and effective for such calendar year, together with interest
thereon as determined pursuant to Section 3.10 hereof and the number of shares
of Phantom Stock determined pursuant to Section 3.06 hereof.

              (d) Beginning with the Plan Year ending February 28, 1997 and for
each Plan Year thereafter in which a Participant makes a Compensation Deferral
pursuant to this Plan, the Committee shall establish and maintain within each
such Participant's Account, a Matching Contributions Account in the name of
such Participant which shall be credited with the amount of the Matching
Contributions, if any, to be made to the Participant's Account with respect to
the Compensation Deferral made by the Participant for the calendar year which
ends within such Plan Year, together with interest thereon as determined
pursuant to Section 3.10 hereof and the number of shares of Phantom Stock as
determined pursuant to Section 3.06 hereof.

       3.02 Compensation Deferrals. For each Plan Year beginning with the Plan
Year ending February 28, 1993, each Participant may elect to defer his receipt
of payment of all or any part of the bonus or other incentive compensation to
which he is entitled as provided for pursuant to the terms of the executive
bonus and other incentive plans of Mark IV.  If a Participant makes a
Compensation Deferral with respect to his bonus or other incentive
compensation payable in connection with the services he has provided to the
Employer for any Plan Year ending on or after February 28, 1993, the amount of
the bonus or other incentive compensation which the Participant has elected to
defer the receipt of shall not be paid to the Participant by his Employer
except as provided for hereunder.

              For the four (4) month period beginning September 1, 1993 and
ending December 31, 1993, and for each calendar year beginning on or after
January 1, 1994, each Participant may elect to defer the receipt of payment of
all or any part of the salary or wages, to which he is entitled.  If a
Participant makes a Compensation Deferral with respect to the salary or wages
to which he is entitled for the four (4) month period beginning September 1,
1993 and ending December 31, 1993 or for any calendar year thereafter, the
portion of the salary or wages which the Participant has elected to defer the
receipt of shall not be paid by his Employer except as provided for hereunder.

              The total amount of the Compensation Deferrals made by a
Participant (which shall include the total amount of the salary, wages, bonus
or other incentive compensation which the Participant has elected to defer the
receipt of payment of) together with any earnings thereon as provided by
Section 3.10 hereof, shall represent the amount which Mark IV has agreed to
pay to the Participant that makes such Compensation Deferral and no
segregation of any assets of Mark IV for the purpose of paying the amount such
Compensation Deferral and any earnings thereon shall be required.

<PAGE>12


              A Participant may make a Compensation Deferral by executing and
delivering to the Committee, a form, supplied by the Committee, which provides
a description of the amount of the salary or wages which the Participant
elects to defer the receipt of together with a description of the portion of
the bonus or other incentive compensation which the Participant elects to
defer the receipt of (a "Deferred Compensation Election Form").  The Deferred
Compensation Election Form shall also contain a statement of the period of
time over which payment of the Participant's salary, wages, bonus or other
incentive compensation is to be deferred (which period of time may extend
beyond the Participant's Normal Retirement Date and may be different for
separate and distinct portions (identified by the Participant) of the salary
or wages, bonus or incentive compensation which the Participant has elected to
defer).  The Deferred Compensation Election Form shall provide, among other
things, that the Participant's election to defer the receipt of payment of the
salary or wages otherwise payable to the Participant is irrevocable for the
calendar year for which the election is made, that the Participant's election
to defer the receipt of payment of any bonus or other incentive compensation
payable to the Participant is irrevocable and that the Participant waives his
right to make any claim for payment of the salary, wages, bonus or other
incentive compensation which the Participant has elected to defer except to
the extent such amount is payable pursuant to this Plan.

              Notwithstanding the provisions of the preceding paragraph, a
Participant's election to defer the receipt of any portion of his salary or
wages shall be effective only for the calendar year immediately following the
date the Participant delivers his Deferred Compensation Election Form to the
Committee and a Participant's election to defer the receipt of any portion of
the bonus or other incentive compensation to which he may be entitled shall be
effective only for the bonus or other incentive compensation which is payable
as of the end of the Plan Year which begins after the date the Participant
delivers his Deferred Compensation Election Form to the Committee.  Therefore,
in the event a Participant desires to defer the receipt of any portion of the
salary or wages which he is otherwise entitled to for a calendar year
following the calendar year in which payment of the Participant's salary or
wages has been deferred, the Participant must execute and deliver a new
Deferred Compensation Election Form to the Committee within the time set forth
in the following paragraph.  In addition, in the event a Participant desires
to defer the receipt of any portion of the bonus or other incentive
compensation he is entitled to for a Plan Year following the Plan Year in
which any portion of his bonus or other incentive compensation was deferred,
the Participant must execute and deliver a new Deferred Compensation Election
Form to the Committee within the time set forth in the following paragraph.

              If a Participant desires to defer a portion of his Compensation
effective September 1, 1993, the Participant must deliver an executed Deferred
Compensation Election Form to the Committee on or before September 1, 1993.
If a Participant desires to defer the receipt of any portion of his salary or
wages for any calendar year beginning on or after January 1, 1994, the
Participant must deliver an executed Deferred Compensation Election Form
containing a statement of the Participant's intent to defer a portion of his
salary or wages to the Committee on or before December 31 of the calendar year
preceding the calendar year in which the Participant desires to have the

<PAGE>13

receipt of such Compensation deferred.  If a Participant desires to defer the
receipt of any portion of his bonus or other incentive compensation for any of
Mark IV's fiscal years beginning with the fiscal year ending February 28,
1994, the Participant must deliver an executed Deferred Compensation Election
Form containing a statement of the Participant's intent to defer such bonus to
the Committee on or before the beginning of the fiscal year of Mark IV with
respect to which the bonus which the Participant desires to defer is payable.

       3.03  Matching Contributions. (a) For each Plan Year beginning with the
Plan Year ending February 28, 1997, Mark IV shall, with respect to each such
Plan Year, allocate to the Matching Contributions Account of each Participant
that has elected to make a Compensation Deferral, Matching Contributions in an
amount equal to fifty percent (50%) of the amount of the Compensation which
the Participant has deferred his receipt of for the calendar year ending
immediately prior to the end of such Plan Year pursuant to such Compensation
Deferral; provided that, for purposes of determining the amount of the
Matching Contributions to be allocated to the Matching Contributions Account
of a Participant: (i) the maximum amount of the Participant's Compensation
which is to be used for purposes of determining the amount of the Matching
Contributions to be made to the Participant's Matching Contributions Account
shall be equal to the lesser of: (A) six percent (6%) of the Participant's
Compensation; (B) the actual amount of the Compensation deferred by the
Participant pursuant to a Compensation Deferral made for the calendar year
ending immediately prior to such Plan Year; and (C) the maximum dollar amount
of the compensation which is permitted to be deferred by participants in the
Mark IV Savings & Retirement Plan as more particularly established by the
Secretary of the Treasury with respect to the limitations of Section
401(k)(II)(B) of the Code; and (ii) the maximum amount of Matching
Contributions allocated to the Matching Contributions Account of a Participant
for a Plan Year shall be equal to: (A) fifty percent (50%) of the maximum
amount of the Compensation which may be used for purposes of determining the
amount of Matching Contributions to be made to a Participant's Matching
Contributions Account (as more particularly described in Section 3.03(a)(i)
above); reduced by (B) the amount, if any, of the matching contributions made
on behalf of such Participant under the terms of the Mark IV Savings &
Retirement Plan, determined as of the end of the calendar year which ends
within such Plan Year ends.

            (b)  In addition to the Matching Contributions required to be
allocated to the Matching Contributions Account of a Participant pursuant to
Section 3.03(a) above, if a Participant's employment with his Employer is
terminated, for any reason, during a Plan Year, and the Participant had
elected to make Compensation Deferrals pursuant to Section 3.02 hereof, Mark
IV shall allocate Matching Contributions to the Matching Contributions Account
of such Participant in an amount equal to fifty percent (50%) of the amount of
the Compensation which the Participant has deferred his receipt of during the
calendar year in which the Participant's employment with his Employer is
terminated; provided that, in all cases, the amount of the Matching
Contributions to be allocated shall be subject to the limitations on the
maximum amount of Matching Contributions which may be allocated to a
Participant's Matching Contributions Account as more particularly set forth in
Section 3.03(a) above.


<PAGE>14

            (c)  The total amount of Matching Contributions allocated to the
Account of a Participant together with any earnings thereon as provided for by
Section 3.10 hereof, shall represent the amount which Mark IV has agreed to
pay to a Participant that has made a Compensation Deferral and no segregation
of any assets of Mark IV for the purpose of paying the amount of such Matching
Contributions and any earnings thereon shall be required.

       3.04  Determination of Annual Deferred Compensation Commitment.  (a)
Except as otherwise provided in Section 3.04(c) below, for each Plan Year
(including the Plan Year ending on February 28, 1990) and not later than the
time prescribed by law for filing the Federal Income Tax Return of Mark IV for
the fiscal year of Mark IV in which such Plan Year ends (including extensions
thereof), the amount of the Annual Deferred Compensation Commitment to be
allocated among the Participants in the Plan that were employed by the
Employer as of the end of the Plan Year ending with or within such fiscal year
shall be determined in the manner set forth in this Section 3.04.  The amount
of the Annual Deferred Compensation Commitment for any Plan Year together with
earnings thereon as provided by Section 3.10 hereof, shall represent the
amount which Mark IV has (subject to the vesting provisions of this Plan)
agreed to pay to Participants in the Plan as of the end of the Plan Year for
which such Annual Deferred Compensation Commitment has been made and no
segregation of any assets of Mark IV for the purpose of paying such Annual
Deferred Compensation Commitment shall be required.

              (b)    Except as provided in Section 3.04(c) below, the amount of
the Annual Deferred Compensation Commitment which shall be allocated to the
Account of each Participant for a Plan Year shall be equal to the sum of:

                     (i) an amount equal to four percent (4%) of the amount by
which the Compensation of such Participant exceeds the lesser of: (A)(I) for
the Plan Years ending prior to March 1, 1994, an amount equal to $200,000 or
such other amount as may be established by the Secretary of the Treasury under
IRC Section 401(a)(17); and (II) for Plan Years beginning March 1, 1994 and
thereafter, an amount equal to $150,000 or such other amount as may be
established by the Secretary of the Treasury under IRC Section 401(a)(17); and
(B) for Plan Years beginning March 1, 1993 and thereafter, the actual amount
of Compensation (within the meaning of Section 1.13(b) hereof) paid to the
Participant during the calendar year ending within the Plan Year;

                     (ii) an amount equal to that percentage of each
Participant's Compensation (within the meaning of Section 1.13(b) hereof) in
excess of the Taxable Wage Base for the Plan Year for which the Annual
Deferred Compensation Commitment is being made, which percentage equals the
rate of tax provided for by IRC Section 3111(a) as determined on the last day
of the calendar year ending with or within such Plan Year.

              (c)    If a Participant's employment with his Employer is
terminated, for any reason, during a Plan Year, Mark IV shall allocate to the
Account of such Participant:

<PAGE>15

                     (i) the amount of the Annual Deferred Compensation
Commitment which would have been allocated to the Account of the Participant
pursuant to Section 3.04(b) above if: (A) the Participant had been employed by
the Employer through the end of the Plan Year in which his employment is
terminated; and (B) Participant's Compensation was equal to his annual base
salary plus one hundred percent (100%) of the bonus which the Participant was
entitled to receive upon satisfaction of all applicable performance targets
established for payment of the bonus;

 multiplied by

                     (ii) a fraction, the numerator of which is the number of
full and partial calendar months which have elapsed during the calendar year
in which the Participant's employment is terminated and the denominator of
which is twelve (12).

       3.05 Time of Allocation.  For purposes of determining the Dollar Value
of a Participant's Account:  (a) the amount of the Annual Deferred
Compensation Commitment to be allocated to the Account of a Participant for a
Plan Year shall be deemed to be allocated to such Participant's Account, and
to the Annual Allocation Account established for such Plan Year, as of the end
of such Plan Year; (b) the amount of the salary or wages deferred by a
Participant in connection with a Compensation Deferral shall be deemed to be
credited to the Participant's Account and the Compensation Deferral Account
established for the Participant as of the end of the calendar month during
which the services giving rise to such salary or wages were performed; (c) the
amount of any bonus or other incentive compensation deferred by a Participant
in connection with a Compensation Deferral shall be deemed to be credited to
such Participant's Account, and to the Compensation Deferral Account
established for the Participant as of the end of the Plan Year ending with or
within the fiscal year of the Company with respect to which such bonus or
other incentive compensation is payable; (d) the amount of the Matching
Contributions to be allocated to a Participant's Account and the Matching
Contributions Account established for the Participant shall be deemed to be
credited to the Participant's Account and the Participant's Matching
Contributions Account as of the end of the Plan Year ending with or within the
fiscal year of the Company with respect to which the Compensation Deferral
which formed the basis for such Matching Contributions was made; and (e) the
additional allocations to be made to a Participant's Account upon a
termination of the Participant's employment as provided for by Section 3.03(b)
and Section 3.04(b) shall be deemed to be credited to the Participant's
Account on the date the Participant's employment is terminated.  For purposes
of determining the Share Value of a Participant's Account as of the end of any
Plan Year, the number of shares of Phantom Stock to be allocated to the
Account of a Participant for a Plan Year shall be deemed to be allocated to
such Participant's Account, to the Participant's Compensation Deferral
Account, if any, to such Participant's Matching Contributions Account, if any,
and to the Annual Allocation Account established for such Plan Year, as of the
end of such Plan Year.


<PAGE>16


       3.06   Allocations of Phantom Stock.  If the Dollar Value of a
Participant's Account determined as of November 30, 1991 exceeds $25,000, the
Committee shall allocate to the Account of such Participant, as of December 1,
1991, the number of shares of Phantom Stock which could be purchased at a
price per share determined in accordance with Section 3.07 hereof using the
Dollar Value of the Participant's Account determined as of November 30, 1991.

              In addition, if the Dollar Value of a Participant's Account
determined as of November 30, 1991 was less than $25,000 but the Dollar Value
of such Participant's Account determined as of the end of any Plan Year
thereafter exceeds $25,000, (including the amount, if any, of the portion of
the Annual Deferred Compensation Commitment to be allocated to the
Participant's Annual Allocation Account for such Plan Year, the amount, if
any, of the Compensation Deferrals credited to the Participant's Compensation
Deferral Account as of the end of such Plan Year and the amount, if any, of
Matching Contributions credited to the Participant's Matching Contributions
Account as of the end of such Plan Year), for the first Plan Year in which the
Dollar Value of the Participant's Account exceeds $25,000, the Committee shall
allocate to such Participant's Account as of the end of such Plan Year, the
number of shares of Phantom Stock which could be purchased at a price per
share determined in accordance with Section 3.07 hereof using the Dollar Value
of the Participant's Account determined as of the end of such Plan Year.  For
purposes of this paragraph, the number of shares of Phantom Stock allocated to
the Participant's Account as of the end of such Plan Year shall be allocated
by the Committee among the various sub-accounts established by the Commmittee
for the Participant in proportion to the respective Dollar Values of such
sub-accounts.

              Beginning with the Plan Year ending February 29, 1992, for the
Plan Year ending February 28, 1993 and for each Plan Year thereafter, if the
Dollar Value of a Participant's Account exceeds $25,000, the Committee shall
credit the Annual Allocation Account to be established for such Participant
with the number of shares of Phantom Stock which could be purchased at a price
per share determined pursuant to Section 3.07 hereof using an amount equal to
the portion of the Annual Deferred Compensation Commitment which is to be
allocated to such Participant's Annual Allocation Account for such Plan Year
(including any partial allocation to be made for the Plan Year in which the
Participant's employment is terminated).  In addition, if the Dollar Value of
a Participant's Account exceeds $25,000, as of the end of each calendar month,
the Committee shall credit the Participant's Compensation Deferral Account
with the number of shares of Phantom Stock, if any, which could be purchased
at a price per share determined pursuant to Section 3.07 hereof using the
amount of salary or wages, if any, deferred by the Participant in connection
with the services performed by such Participant for such calendar month and,
as of the end of each Plan Year, the Committee shall credit the Participant's
Compensation Deferral Account with the number of shares of Phantom Stock, if
any, which could be purchased at a price per share determined pursuant to
Section 3.07 hereof using the amount of the bonus or other incentive
compensation, if any, deferred by the Participant with respect to services
performed by the Participant during such Plan Year.  Finally, if the Dollar
Value of a Participant's Account exceeds $25,000, and the Participant is

<PAGE>17

entitled to have Matching Contributions made to a Matching Contributions
Account established for such Participant, as of the end of the Plan Year with
respect to which Matching Contributions are to be allocated to the
Participant's Matching Contribution Account, the Committee shall credit the
Participant's Matching Contributions Account with the number of shares of
Phantom Stock which could be purchased at a price per share determined
pursuant to Section 3.07 hereof using the amount, if any, of the Matching
Contributions required to be credited to the Participant's Matching
Contributions Account with respect to each such Plan Year (including any
partial allocation to be made for the Plan Year in which the Participant's
employment is terminated).

       3.07 Pricing of Mark IV Common Stock.  For purposes of determining the
number of shares of Phantom Stock, if any, to be allocated to the Account of a
Participant as of December 1, 1991, the price per share of common stock of
Mark IV shall be deemed to be the average of the closing prices per share of
common stock of Mark IV during the month of November, 1991, as determined from
the closing prices per share of common stock of Mark IV as reported by the New
York Stock Exchange Composite Index for such month.

              For purposes of determining the number of shares of Phantom Stock,
if any, to be allocated to the Account of a Participant, as of the end of any
calendar month in connection with the salary or wages deferred by the
Participant during such calendar year as provided for by Section 3.02 hereof,
the price per share of common stock of Mark IV shall be deemed to be the
average of the closing prices per share of common stock of Mark IV during such
calendar month as determined from the closing prices per share of common stock
of Mark IV.  For purposes of determining the number of shares of Phantom
Stock, if any, to be allocated to the Account of a Participant as of the end
of each Plan Year with respect to the bonus or other incentive compensation
deferred by the Participant or Matching Contributions to be made to a
Participant's Matching Contributions Account as provided for by Section 3.03
hereof, the price per share of common stock of Mark IV shall be deemed to be
the average of the closing prices per share of common stock of Mark IV during
the month of February of the Plan Year for which such bonus or other incentive
compensation was deferred and the Plan Year with respect to which such
Matching Contributions are to be made.  For purposes of determining the number
of shares of Phantom Stock, if any, to be allocated to the Account of a
Participant, as of the end of each Plan Year in connection with any Annual
Deferred Compensation Commitment allocated to the Participant's Account as of
the end of such Plan Year pursuant to Section 3.05 hereof, the price per share
of common stock of Mark IV shall be deemed to be the average of the closing
prices per share of common stock of Mark IV during the month of February for
the Plan Year for which the Annual Deferred Compensation Commitment is to be
made.  For purposes of determining the average of the closing prices per share
of common stock of Mark IV as required by this paragraph, such closing prices
shall be determined from the closing prices per share of common stock of Mark
IV reported by the New York Stock Exchange Composite Index for such month.
Notwithstanding the foregoing, if any shares of Phantom Stock are to be
allocated to the Account of a Participant in connection with any salary or


<PAGE>18

wages deferred by the Participant at any time after December 31, 1998, in
connection with any Matching Contributions  to be allocated to the
Participant's Account at any time after December 31, 1998 or in connection
with any Annual Deferred Compensation Commitment to be allocated to the
Account of a Participant at any time after December 31, 1998, the price per
share of common stock of Mark IV which shall be used to determine the number
of shares of Phantom Stock to be allocated to the Participant's Account shall
be deemed to be the closing price per share, as reported by the New York Stock
Exchange Composite Index on the last day that the New York Stock Exchange is
open for trading in the calendar year immediately preceding the calendar year
in which any such amounts are to be allocated to the Participant's Account.

              For purposes of determining the Share Value of a Participant's
Account in order to determine the amount which is to be distributed to a
Participant following the occurrence of a Change in Control, the price per
share of common stock of Mark IV shall be the price per share of common stock
of Mark IV on the day the Change in Control occurs, as reported by the New
York Stock Exchange Composite Index or, if applicable, the price per share as
set forth in the terms of the agreement which has been executed by Mark IV and
is described in Section 1.11(e) hereof.

              For purposes of determining the Share Value of a Participant's
Account, if the Participant's employment with the Employer is terminated due
to the Participant's retirement, death or suffering of a total and permanent
disability, if the Participant's employment with his Employer is terminated
for cause or if the Participant voluntarily terminates his employment with his
Employer prior to the occurrence of a Change in Control, the price per share
of common stock of Mark IV shall be deemed to be the average of the closing
prices per share of common stock of Mark IV as reported by the New York Stock
Exchange Composite Index for the thirty (30) day period ending on the day the
Participant's employment with the Employer is terminated.

              If, pursuant to Section 4.05 hereof, a Participant has elected to
receive payment of all or any portion of the Participant's Account
attributable to Compensation Deferrals while the Participant is still employed
by the Employer, for purposes of determining the Share Value of such portion
of the Participant's Account, if any, at the time or times for payment of such
portion of the Participant's Account, the price per share of the common stock
of Mark IV shall be deemed to be the average of the closing prices per share
of common stock of Mark IV during the calendar month ending immediately prior
to the date for payment of all or any such portion of the Participant's
Account as determined by the closing prices per share of common stock of Mark
IV for such period as reported by the New York Stock Exchange Composite Index
for such month.

<PAGE>19



       3.08 Anti-Dilution Provisions.  The aggregate number of shares of
Phantom Stock allocated to a Participant's Account shall be adjusted
proportionately in the event of any change, increase or decrease in the total
number of issued and outstanding shares of common stock of Mark IV or any
change in classification of the shares of common stock of Mark IV without the
receipt of consideration by Mark IV as a result of any stock split, reverse
stock split or other consolidation of shares of common stock of Mark IV or as
a result of any payment of a stock dividend, recapitalization,
reclassification or other adjustment in the capital of Mark IV without receipt
of consideration by Mark IV.

       3.09  Fractional Shares and Dividends. In the event that any cash
dividends are paid with respect to any Phantom Stock allocated to a
Participant's Account, an amount equal to the amount of the cash dividends
which would be payable with respect to the number of shares of Phantom Stock
contained in the Participant's Account shall be allocated by the Committee to
the Participant's Account as of the date for payment of such cash dividends
specified by Mark IV in the resolution authorizing the payment of such cash
dividends.  Such cash dividends shall be allocated among the respective
sub-accounts established by the Committee for the Participant in proportion to
the number of shares of Phantom Stock contained in such sub-accounts.

              In addition, if any fractional shares of common stock of Mark IV
would result from the allocation of a portion of any Annual Deferred
Compensation Commitment to a Participant's Account, from the crediting of any
Compensation Deferral to a Participant's Account, from the crediting of any
Matching Contributions to the Participant's Matching Contributions Account or
in connection with any change in the total number of issued and outstanding
shares of common stock of Mark IV without the receipt of compensation by Mark
IV, an amount equal to such fractional share of common stock of Mark IV shall
be allocated to the Annual Allocation Account, Compensation Deferral Account
or Matching Contributions Account, as the case may be, established for the
Plan Year in which such fractional share becomes allocable to the
Participant's Account.

       3.10  Allocation of Interest.  Subject to the provisions of the
following paragraphs, as of the end of each Plan Year, the Committee shall
increase the Dollar Value of each Participant's Account by an amount equal to
the Applicable Interest Rate for such Plan Year multiplied by the Dollar Value
of such Participant's Account determined as of the end of the immediately
preceding Plan Year.  In addition, if a Participant has elected to defer the
receipt of all or any portion of his salary or wages by making a Compensation
Deferral, as of the end of each Plan Year, the Committee shall increase the
Dollar Value of such Participant's Account by an amount equal to the amount of
interest which would have been earned by applying the Applicable Interest Rate
for the immediately preceding Plan Year (adjusted to reflect periods of less
than one year) to each of the monthly allocations of the salary or wages
deferred by the Participant during the Plan Year but only for the period
between the date a monthly allocation of the Participant's salary or wages is


<PAGE>20

made to the Participant's Compensation Deferral Account and the end of the
Plan Year.  For purposes of this Section 3.10, the amount of the interest to
be allocated to the Participant's Account as of the end of such Plan Year
(excluding interest to be allocated with respect to Compensation Deferrals
made by the Participant during the Plan Year) shall be allocated among the
respective sub-accounts established by the Committee for the Participant in
proportion to the Dollar Values of such sub-accounts, determined as of the end
of the preceding Plan Year.  Notwithstanding the foregoing, the proportion of
a Participant's Annual Allocation Account, Compensation Deferral Account or
Matching Contributions Account, if any, which is attributable to cash
dividends which would be payable with respect to the shares of common stock of
Mark IV allocated to the Participant's Annual Allocation Account, Compensation
Deferral Account or Matching Contributions Account, respectively, shall only
be increased by the Applicable Interest Rate for the immediately preceding
Plan Year (adjusted for periods of less than one year) for the period between
the date such cash dividends would be allocated to the Participant's Annual
Allocation Account, Compensation Deferral Account or Matching Contributions
Account, respectively, and the end of the Plan Year.

              If a Participant's employment with the Employer is terminated on
account of his death, retirement or suffering of a Total and Permanent
Disability, the Committee shall increase the Dollar Value of such a
Participant's Account by an amount equal to the amount of interest which would
have been earned by the Dollar Value of the Participants' Account determined
as of the end of the Plan Year ending prior to the Participant's death,
retirement or Total and Permanent Disability and applying the Applicable
Interest Rate for such immediately preceding Plan Year (adjusted to reflect
periods of less than one year) to such Dollar Value for the period from the
end of such Plan Year to the date the Participant's employment with the
Employer is terminated on account of the Participant's retirement, death or
suffering of a Total and Permanent Disability.  In addition, if a Participant
has elected to make Compensation Deferrals and the Participant's employment
with the Employer is terminated on account of his death, retirement or
suffering of a Total and Permanent Disability, the Committee shall increase
the Dollar Value of such Participant's Account by an amount equal to the
amount of interest which would have been earned by applying the Applicable
Interest Rate for the immediately preceding Plan Year (adjusted to reflect
periods of less than one year) to each of the monthly allocations of salary or
wages made to the Participant's Compensation Deferral Account for the period
between the date such monthly allocation is made to the Participant's
Compensation Deferral Account, and the date the Participant's employment with
the Employer is terminated on account of his retirement, death or suffering of
a Total and Permanent Disability.

              As soon as practicable following the termination of a
Participant's employment with the Employer on account of death, retirement or
Total and Permanent Disability, the Committee shall compare the Dollar Value
of the Participant's Account determined as of the date of the Participant's
retirement, death or Total and Permanent Disability (including the amount of


<PAGE>21

any interest thereon as provided for by the preceding paragraph) with the
Share Value of the Participant's Account determined as of the date of the
Participant's retirement, death or Total and Permanent Disability and the
greater of such values shall, thereafter, be deemed the Dollar Value of the
Participant's Account determined as of the date the Participant's employment
with the Employer is terminated on account of the Participant's death,
retirement or Total and Permanent Disability. As of the end of the Plan Year
in which the Participant's employment with the Employer is terminated on
account of the Participant's retirement, death or Total and Permanent
Disability, the Dollar Value of the Participant's Account determined as of the
date the Participant's employment with the Employer is terminated as a result
of the Participant's retirement, death or Total and Permanent Disability
(which Dollar Value is determined pursuant to the preceding sentence) shall be
increased by multiplying the Applicable Interest Rate for the immediately
preceding Plan Year (adjusted to reflect the period between the date the
Participant's employment with the Employer is terminated and the end of the
Plan Year) by the Dollar Value of the Participant's Account determined as of
the date the Participant's employment with the Employer is terminated as a
result of his retirement, death or Total and Permanent Disability. As of the
end of each Plan Year thereafter, the Dollar Value of the Account of a
Participant whose employment with the Employer has been terminated on account
of his death, retirement or suffering of a Total and Permanent Disability,
shall be increased by an amount equal to the Dollar Value of the Participant's
Account determined as of the end of the immediately preceding Plan Year
multiplied by the Applicable Interest Rate for the immediately preceding Plan
Year.  In addition, in the Plan Year in which the Dollar Value of the Account
of a Participant whose employment has been terminated as a result of death,
retirement or a Total and Permanent Disability is to be distributed, the
Dollar Value of such Participant's Account determined as of the end of the
Plan Year ending immediately prior to the distribution of such Participant's
Account, shall be increased by an amount equal to the Applicable Interest Rate
for the immediately preceding Plan Year, adjusted to reflect the period
between the end of the Plan Year and the end of the calendar month immediately
preceding the calendar month in which the Participant's Account is to be
distributed, multiplied by the Dollar Value of the Participant's Account for
the immediately preceding Plan Year.

              If a Participant's employment with the Employer is terminated for
any reason prior to the occurrence of a Change in Control or prior to his
death, retirement or suffering of a Total and Permanent Disability, the Share
Value of the Participant's Account, if any, shall be determined as provided in
Section 1.31 hereof, and the Committee shall compare the Dollar Value of the
Participant's Account determined as of the end of the immediately preceding
calendar month with the Share Value of the Participant's Account as of the end
of the immediately preceding calendar month and the greater of such values
shall, thereafter, be deemed the Dollar Value of such Participant's Account
determined as of the date the Participant's employment with the Employer is
terminated. Thereafter, the Participant's Account shall be credited with
interest during the period beginning on the date the Participant's employment
with the Employer is terminated and ending on the last day of the calendar

<PAGE>22


month ending immediately before the calendar month in which the Participant's
Account is distributed.  The amount of such interest for any such period shall
be equal to the Applicable Interest Rate for the immediately preceding Plan
Year multiplied by the Dollar Value of the Participant's Account determined as
of the end of the immediately preceding Plan Year.  For purposes of this
paragraph, the amount of interest to be allocated to the Participant's Account
as of the end of a Plan Year shall be allocated among the respective
sub-accounts established by the Committee for the Participant in proportion to
the Dollar Values of such sub-accounts, determined as of the end of the
preceding Plan Year.

              Upon the occurrence of a Change in Control as defined in Section
1.11 hereof, the Committee shall increase the Dollar Value of each
Participant's Account by an amount equal to the amount of interest which would
have been earned by the Dollar Value of such Participant's Account determined
as of the end of the Plan Year ending prior to the Change in Control and
applying the Applicable Interest Rate for such immediately preceding Plan Year
to such Dollar Value for the period from the end of such Plan Year to the date
on which the Change in Control occurs.  In addition, upon the occurrence of a
Change in Control, the Committee shall increase the Dollar Value of the
Account of a Participant that has elected to make Compensation Deferrals by an
amount equal to the amount of interest, if any, which would have been earned
by applying the Applicable Interest Rate for the immediately preceding Plan
Year (adjusted for periods of less than one year) to each of the monthly
allocations of salary or wages, if any, made to the Participant's Compensation
Deferral Account for the period between the date such monthly allocation is
made to the Participant's Compensation Deferral Account and the date the
Change in Control occurs.  As soon as practicable following the occurrence of
a Change in Control, the Committee shall compare the Dollar Value of the
Participant's Account determined as of the date the Change in Control occurs
with the Share Value of the Participant's Account, determined as of the date
the Change in Control occurs and the greater of such values, together with the
amounts, if any, required to be allocated to the Participant's Account
pursuant to Section 3.03(b) and Section 3.04(b) if the Participant's
employment with his Employer is terminated, shall, thereafter, be deemed to be
the Dollar Value of the Participant's Account determined as of the date the
Change in Control occurs.  Thereafter, the Participant's Account shall be
credited with interest during the period beginning on the date the Change in
Control occurs and ending on the day immediately preceding the distribution to
the Participant of the value of his Account.  The amount of such interest for
any such period shall be equal to the Applicable Interest Rate for the
immediately preceding Plan Year (adjusted to reflect the period of time which
elapses between the date the Change in Control occurs and the date the value
of the Participant's Account is distributed) multiplied by the Dollar Value of
the Participant's Account determined as of the date the Change in Control
occurs.

<PAGE>23


       3.11 Allocation of Forfeitures.  As of each Valuation Date, the
Committee shall allocate the amounts, if any, forfeited in accordance with
Section 4.07 hereof among the Accounts of the several Participants as if said
amounts were an additional Annual Deferred Compensation Commitment of Mark IV
with respect to the Plan Year of containing such Valuation Date.

       3.12 Allocation Does Not Vest Any Interest.  The fact that an amount is
credited to the Account of a Participant shall not vest in such Participant or
any Beneficiary any right, title or interest in any assets of Mark IV except
at such time or times and upon the terms and conditions herein provided.

       3.13 Statement of Account.  As soon as practicable following the end of
each Plan Year, the Committee shall deliver to each Participant a statement of
the Dollar Value and, if applicable, the Share Value of his Account including
a statement of: (a) the amount of the Annual Deferred Compensation Commitment
to be allocated to his Annual Allocation Account for such Plan Year; (b) the
portion of the Participant's Compensation Deferral which is attributable to
the Participant's deferral of salary or wages and which has been allocated to
the Participant's Compensation Deferral Account for the Plan Year; (c) the
portion of the Participant's Compensation Deferral which is attributable to
the Participant's deferral of his bonus or other incentive compensation and
which is to be allocated to the Participant's Compensation Deferral Account as
soon as practicable following the end of such Plan Year; (d) the amount of the
Matching Contributions allocated to the Participant's Matching Contributions
Account for the Plan Year; (e) the number of shares of Phantom Stock, if any,
to be allocated to his Annual Allocation Account and, if applicable, his
Compensation Deferral Account, and if applicable, his Matching Contributions
Account for such Plan Year; (f) the Dollar Value of the Participant's Account
(including the Dollar Value of the vested and non-vested portions of the
Participant's Account) together with a statement of the interest to be
allocated to such Participant's Account for such Plan Year and the manner in
which such interest is to be allocated among the respective sub-accounts
established by the Committee for the Participant in connection with its
administration of the Plan; and (g) the Share Value, if any, of the
Participant's Account (including the Share Value of the vested and non-vest
Account).


                                         SECTION 4.
                                        Distributions

       4.01 Retirement.  Every Participant shall retire for purposes of this
Plan upon his termination of employment on his normal retirement date or his
deferred retirement date, as such dates are defined below, and shall continue
to participate until his actual retirement.  Notwithstanding anything to the
contrary contained in Section 4.04 hereof, upon a Participant's retirement,
the Dollar Value and, if applicable, the Share Value of his Account shall
become fully and nonforfeitably vested and his participation hereunder shall
cease.

<PAGE>24


              Subject to the provisions of the following paragraph, as soon as
practicable following a Participant's retirement, the Committee shall direct
Mark IV to distribute to the Participant in one lump sum payment in cash or
immediately available funds, an amount equal to the Dollar Value of the
Participant's Account which, as determined pursuant to Section 3.10 hereof, is
equal to the greater of the Dollar Value of the Participant's Account and the
Share Value of the Participant's Account determined as of the Participant's
retirement.

              Notwithstanding the foregoing, a Participant may, no later than
January 31, 1999 or, if later, the date of the Participant's sixty first
(61st) birthday, file a written election with the Committee providing that the
value of his Account determined as of his retirement date (together with
interest thereon as hereinafter provided) shall be paid to him in ten (10)
annual installments, the first of which installments shall be paid to the
Participant no later than thirty (30) days following the Participant's
retirement date.  If a Participant makes such an election, such election shall
be irrevocable and, upon the approval by the Committee of such election, the
Participant's Account shall be paid to him in ten (10) annual installments
beginning no later than thirty (30) days following the Participant's
retirement date and continuing each year thereafter no later than thirty (30)
days following each anniversary of the Participant's retirement date.  The
amount of such installment payment shall be equal to the portion of the
Participant's Account determined as follows:

                   Years Following                Portion of Account
                      Retirement                   to be Distributed

                         0                                1/10
                         1                                1/9
                         2                                1/8
                         3                                1/7
                         4                                1/6
                         5                                1/5
                         6                                1/4
                         7                                1/3
                         8                                1/2
                         9                                1/1

          If the Participant elects to receive payment of his Account in
installments as provide for above, as of the end of each Plan Year following
the Participant's retirement in which a distribution is made to the
Participant, the Dollar Value of the Participant's Account shall be increased
by an amount equal to the sum of: (1) Applicable Interest Rate for the
immediately preceding Plan Year, adjusted to reflect the period between the
end of the immediately preceding Plan Year and the date on which an
installment is distributed to the Participant multiplied by the Dollar Value
of the Participant's Account determined as of the end of the immediately
preceding Plan Year; and (2) the Applicable Interest Rate for the Plan year in
which the installment distribution is made, adjusted to reflect the period
from the date of the distribution to the Participant to the end of the Plan

<PAGE>25

Year, multiplied by: (a) the value of the Participant's Account determined as
of the end of the immediately preceding Plan Year; plus (b) the amount of
interest to be credited to the Dollar Value of the Participant's Account
pursuant to (1) above in this paragraph; minus (c) the amount of the
distribution made to the Participant for the Plan Year.

              If a Participant that elects to receive payment of his Account in
installments as provided for above dies prior to the distribution to such
Participant of the entire amount contained in his Account, the balance of the
Participant's Account shall be distributed to the Participant's Beneficiary
or, if none, to the Participant's estate within sixty (60) days following the
Participant's death.

       For purposes of this Plan:

       (a) Normal Retirement Date means the first day of the first calendar
month next following such Participant's fifty-fifth (55th) birthday; and

       (b) Deferred Retirement Date means the first day of the month after such
Participant actually leaves the service of the Employer, provided it is
subsequent to his Normal Retirement Date.

       4.02 (a) Death  Notwithstanding anything to the contrary contained in
Section 4.04 hereof, upon the death of a Participant before retirement or
other termination of employment, the Dollar Value and, if applicable, the
Share Value of his Account shall become fully and nonforfeitably vested.  As
soon as practicable thereafter, the Committee shall direct Mark IV to
distribute to any surviving Beneficiary designated by the Participant, or, if
none, to the Participant's surviving spouse, or if neither to the
Participant's estate, in one lump sum payment in cash or immediately available
funds, an amount equal to the Dollar Value of the deceased Participant's
Account which, as determined pursuant to Section 3.10 hereof, is equal to the
greater of the Dollar Value of the Participant's Account and the Share Value
of the Participant's Account, determined as of the date of the Participant's
death.


              (b) Proof of Death  The Committee may require such proper proof of
death and such evidence of the right of any person to receive payment of a
deceased Participant's Account as the Committee may deem desirable.  The
Committee's determination shall be conclusive.

              (c) Designation of Beneficiary  Each Eligible Employee, upon
becoming a Participant, may designate a Beneficiary of his own choosing and
may, in addition, name a contingent Beneficiary.  Such designation shall be
made in a form satisfactory to the Committee.  Any Participant may at any time
revoke or change his Beneficiary designation by filing written notice with the
Committee.


<PAGE>26


       4.03 (a) Disability.  Notwithstanding anything to the contrary contained
in Section 4.04 hereof in the event of a Participant's Total and Permanent
Disability before retirement or other termination of employment, the Dollar
Value and, if applicable, the Share Value of his Account shall become fully
and nonforfeitably vested.  As soon as practicable following the date it is
determined that a Participant suffers from a total and permanent disability,
the Committee shall direct Mark IV, to distribute and pay to the Participant
in one lump sum payment in cash or immediately available funds, an amount
equal to the Dollar Value of the Participant's Account which, as determined
pursuant to Section 3.10 hereof, is equal to the greater of the Dollar Value
of the Participant's Account and the Share Value of the Participant's Account,
determined as of the date the Participant suffers a Total and Permanent
Disability.

              (b) Total and Permanent Disability.  For purposes of this Plan,
Total and Permanent Disability shall mean a presumably permanent physical or
mental condition of a Participant resulting from a bodily injury or disease or
mental disorder which renders him incapable of continuing in the employment of
the Employer or any Affiliate.

              (c) Determination of Total and Permanent Disability.  The total
and permanent disability of any Participant shall be determined by a licensed
physician in accordance with uniform principles consistently applied, upon the
basis of independent medically determined evidence.

       4.04 Vesting.  Each Participant in the employ of the Employer on
December 1, 1991 shall at all times have a 100% vested interest in the entire
Dollar Value and the entire Share Value, if any, of his Account including the
Dollar Value and Share Value, if any, of his Account determined as of December
1, 1991, and the Dollar Value and Share Value, if any, of his Account
attributable to amounts credited to each of his Annual Allocation Accounts
under the terms of this Plan with respect to any additional allocations made
to each of the Participant's Annual Allocation Accounts after December 1,
1991.  In addition, each Participant shall at all times have a 100% vested
interest in the Dollar Value and the Share Value, if any, of his Account
attributable to amounts credited to his Compensation Deferral Account.

              Each Participant that first performs an Hour of Service for the
Employer at any time on or after December 2, 1991 shall, upon completion by
such a Participant of five (5) Years of Service, acquire a 100% vested
interest in the portion of his Account which is attributable to the Annual
Deferred Compensation Commitment made to his Account together with any
interest or earnings thereon and the portion of his Account which is
attributable to any Matching Contributions made to his Account together with
any interest or earnings thereon.  Unless a Change in Control shall have
occurred prior to the termination of a Participant's employment, if the
employment of such a Participant who is first employed by the Employer on or
after December 2, 1991, is terminated for any reason other than death or
disability prior to the date such Participant completes at least five (5)


<PAGE>27

Years of Service, the portion of such Participant's Account which is
attributable to Annual Deferred Compensation Commitments made to his Account
together with any interest or earnings thereon and the portion of his Account
which is attributable to Matching Contributions made to his Account together
with interest or earnings thereon shall be forfeited and applied to the
Accounts of all other Participants in the manner provided for in Section 3.11
hereof.

     In addition to the above, a Participant shall become fully and
nonforfeitably vested in the entire Dollar Value and, the entire Share Value,
if any, of his Account upon the occurrence of a Change in Control as defined
in Section 1.11 hereof, including any interest credited to the Participant's
Account following the Change in Control.

       For purposes of this Section 4.04, Years of Service shall be determined
on the basis of the Plan Year.  All Years of Service of an Eligible Employee
with the Employer and any Affiliate shall be taken into account.  However, in
determining a Participant's vested interest in any of his Annual Allocation
Accounts subsequent to the rehiring of a terminated Eligible Employee who has
incurred a Break in Service, Years of Service completed by a Participant prior
to such Break in Service shall not be counted under the following
circumstances:

              (a)    if the Eligible Employee fails to complete a Year of
Service after his rehiring; or

              (b)    if the Eligible Employee incurred five (5) consecutive
Breaks in Service and had no vested interest in the value of his Account at
the time of his termination of employment.

       4.05 Distribution of Compensation Deferrals.  Except as otherwise
provided by Section 4.06 hereof, a Participant shall be entitled to receive
payment of all or any portion of the amount of his Compensation Deferral for a
Plan Year together with any earnings thereon (but not any Matching
Contributions attributable to such Compensation Deferral) at the time or times
specified in the Deferred Compensation Election Form executed by the
Participant with respect to such Plan Year notwithstanding the fact that the
Participant is actively employed by the Employer at the time such payment is
to be made to the Participant.  As soon as practicable following the date
specified by the Participant in his Deferred Compensation Election Form (and,
in no event later than ten (10) days following such date), the Committee shall
distribute and pay to the Participant in one (1) lump sum payment in cash or
immediately available funds, the percentage, specified in the Participant's
Deferred Compensation Election Form, of the Dollar Value or the Share Value,
whichever is greater, of the Participant's Compensation Deferral made in
connection with such Deferred Compensation Election Form. If a Participant's
Deferred Compensation Election Form provides for the partial payment to a
Participant of the Participant's Compensation Deferral, the Dollar Value and
the Share Value of the Participant's Compensation Deferral Account shall be
reduced in an amount equal to the percentage of the Compensation Deferral that
is to be paid to the Participant.

<PAGE>28

       4.06  Termination of Employment and Distribution of Vested Benefits.
Upon a Participant's voluntary or involuntary termination of employment with
the Employer and any Affiliate with a vested interest in his Account other
than by reason of retirement, death or disability, the Dollar Value, as
determined pursuant to Section 3.10 hereof, of the vested portion of such
Participant's Account (including the Dollar Value, if any, of the
Participant's Account attributable to Compensation Deferrals), if any, shall
be distributed to, or in the case of the Participant's death, on behalf of,
the Participant within sixty (60) days following the date the Participant's
employment with the Employer is terminated.  As soon as practicable after such
former Participant is entitled to distribution as provided in the preceding
sentence, the Committee shall direct Mark IV to distribute the Dollar Value of
the vested portion of the Participant's Account as determined pursuant to
Section 3.10 hereof together with any earnings thereon to such former
Participant or his Beneficiary in one lump sum payment in cash or immediately
available funds.  During the period between the date a Participant's
employment with the Employer is terminated and the date the Participant's
Account is to be distributed, the Participant's Account shall be credited with
interest as provided in Section 3.10.

              At the time a former Participant is entitled to distribution,
according to its records, the Committee shall send, by registered or certified
mail directed to his address last known to the Committee, a notice informing
him as to his rights with respect to any amounts held for him and requesting
confirmation of his address and age.  Each Participant and former Participant
has the obligation to keep the Committee informed of his address.  In the
event the Committee is unable to locate such former Participant within four
(4) years, the amount held for his benefit shall be forfeited; provided,
however, if a claim is made by the Participant or his Beneficiary for the
forfeited amount, such amount shall be reinstated into his Account.

       4.07 Forfeitures.  If a Participant terminates his employment with the
Employer before he has acquired a 100% vested interest in any portion of any
of his Account attributable to Annual Deferred Compensation Commitments
together with interest or earnings thereon and any portion of his Account
attributable to Matching Contributions together with interest and earnings
thereon, the portion of such Participant's Account which is not vested, shall
be forfeited as of the end of the first Plan Year in which the Participant
incurs a Break in Service and, as of the end of the first Plan Year in which
the Participant incurs a Break in Service, an amount equal to the greater of
the Dollar Value or the Share Value of the portion of such Participant's
Account which is not vested shall be reallocated among the Accounts of the
remaining Participants in accordance with Section 3.11 hereof.  For purposes
of determining the amount to be reallocated among the Accounts of the
remaining Participants, if any portion of an Account which is to be forfeited
pursuant to this Section 4.07 was allocated to the purchase of Phantom Stock
and the Participant's employment with the Employer is terminated at any time
prior to January 1, 1999, the price per share of such Phantom Stock which
shall be used for purposes of determining the Share Value of such
Participant's Account and for purposes of reallocating the portion of the

<PAGE>29

Participant's Account among the remaining Participants shall equal the average
of the closing prices per share of common stock of Mark IV during the month of
February for the Plan Year in which such Account is to be forfeited as
determined from the closing prices per share of common stock of Mark IV
reported by the New York Stock Exchange Composite Index for such month.

          If any portion of the Account of a Participant which is to be
forfeited was allocated to the purchase of Phantom Stock and the Participant's
employment with the Employer is terminated at any time after December 31,
1998, the price per share of such Phantom Stock which shall be used for
purposes of determining the Share Value of such Participant's Account and for
purposes of reallocating the portion of the Participant's Account among the
remaining Participants shall equal the average of the closing prices per share
of common stock of Mark IV during the month of December of the calendar year
ending prior to the calendar year in which the Participant's Account is to be
forfeited, as determined for the closing prices per share of common stock of
Mark IV reported by the New York Stock Exchange Composite Index for such
month.

              If the terminated Participant returns to the employ of the
Employer or any Affiliate before he has incurred five (5) consecutive one year
Breaks in Service, the amount previously forfeited by the Participant shall
not be restored to such Participant's Account.

       4.08 Certain Additional Payments by Mark IV. (a) If and to the extent
that any payment made to a Participant pursuant to this Plan is attributable
to the portion of the Participant's Account which is attributable to the value
of each of the Annual Allocation Accounts contained in the Participant's
Account or to the value of any Matching Contributions Account contained in the
Participant's Account (such portion of such payment or payments being
hereinafter referred to individually as a "Top Hat Payment" and collectively
as "Top Hat Payments") and the amount of any such Top Hat Payment or Top Hat
Payments would be subject to any income taxes, excise taxes or other taxes
imposed on such payment under the terms of the Internal Revenue Code or
otherwise imposed on any such payment by any state or local government (the
aggregate amount of all such income taxes, excise taxes and other taxes,
together with any interest or penalties relating to such income taxes, excise
taxes or other taxes being hereinafter referred to as "Taxes") then a
Participant shall be entitled to receive an additional payment (hereinafter a
"Gross Up Payment") in an amount such that after payment by a Participant of
all Taxes (including all Taxes payable on the Gross Up Payment), the
Participant retains an amount of the Gross Up Payment equal to the Taxes
imposed upon the Top Hat Payment.

              (b) If a Change in Control occurs and, in connection with any
payment or distribution made pursuant to this Plan as a result of the
occurrence of such Change in Control, any amounts payable to a Participant
pursuant to this Plan are subject to payment of an excise tax under Section
4999 of the Code (hereinafter the "Excise Taxes"), the Participant shall, at
the time such Participant receives any payment or distribution pursuant to the
terms of this Plan, receive an additional payment (in addition to the Gross Up

<PAGE>30

Payment, if any, which is payable to the Participant pursuant to Section
4.08(a) above) (such additional payment being hereinafter referred to as a
"Change in Control Gross Up") in an amount such that, after the payment by the
Participant of all Taxes (including Excise Taxes) imposed on all payments
payable to the Participant under the terms of the Plan (including the Gross Up
Payment, the Change in Control Gross Up, any Taxes or Excise Taxes payable on
the Gross Up Payment and any Taxes or Excise Taxes payable on the Change in
Control Gross Up), the Participant will retain an amount equal to the Taxes
imposed on the Top Hat Payment and the Excise Taxes payable on all amounts
payable to the Participant pursuant to the Plan.

              (c)    Subject to the provisions of Section 4.08(d) hereof, all
determinations required to be made under this Section 4.08, including whether
a Gross-Up Payment or a Change in Control Gross Up is required, the amount of
such Gross-Up Payment and the amount of any such Change in Control Gross Up,
shall be made by PricewaterhouseCoopers or any other nationally recognized
firm of certified public accountants (the "Accounting Firm") which shall
provide detailed supporting calculations both to Mark IV or its successor and
a Participant within 15 business days of termination of a Participant's
employment with Mark IV or its successor, if applicable, or such earlier time
as is requested by the Participant or Mark IV.  When calculating the amount of
the Gross-Up Payment and the Change in Control Gross Up, a Participant shall
be deemed to pay:

                     (i)    Federal income taxes at the highest applicable
marginal rate of Federal income taxation for the calendar year in which the
Gross-Up Payment or the Change in Control Gross Up (as the case may be) is to
be made, and

                     (ii)   any applicable state and local income taxes at the
highest applicable marginal rate of taxation for the calendar year in which
the Gross-Up Payment or the Change in Control Gross Up (as the case may be) is
to be made, net of the maximum reduction in Federal income taxes which could
be obtained from deduction of such state and local taxes if paid in such year.

              If a Change in Control as described in Section 5.03 hereof has
occurred and the Accounting Firm has performed services for the person, entity
or group who caused the Change of Control, or any affiliate thereof, a
Participant may select an alternative accounting firm from any nationally
recognized firm of certified public accountants.  If the Accounting Firm
determines that no excise taxes are payable by a Participant, it shall furnish
a Participant with an opinion that he has substantial authority not to report
any excise tax on his federal income tax return.  Any determination by the
Accounting Firm shall be binding upon Mark IV and the Participant.  As a
result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Accounting Firm hereunder, it is
possible that a Change in Control Gross Up which will not have been made by
Mark IV should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder.  In the event that Mark IV or its
successor exhausts it remedies pursuant to Section 4.08(d) hereof, and a

<PAGE>31

Participant thereafter is required to make a payment of any excise tax, the
Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by Mark IV or its
successor to or for the benefit of a Participant.

              (d)    The Participant shall notify Mark IV or its successor in
writing of any claim by the Internal Revenue Service that, if successful,
would require Mark IV or its successor to increase the amount of the Change in
Control Gross Up.  Such notification shall be given as soon as parcticable but
no later than ten business days after a Participant knows of such claim and
shall apprise Mark IV or its successor of the nature of such claim and the
date on which such claim is requested to be paid.  A Participant shall not pay
such claim prior to the expiration of the thirty-day period following the date
on which it gives such notice to Mark IV or its successor (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due).  If Mark IV or its successor notifies a Participant in writing prior
to the expiration of such period that it desires to contest such claim, a
Participant shall:

                     (i) give Mark IV or its successor any information
reasonably requested by Mark IV or its successor relating to such claim;

                     (ii)   take such action in connection with contesting such
claim as Mark IV or its successor shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by Mark IV or
its successor;

                     (iii) cooperate with Mark IV or its successor in good faith
in order to effectively contest such claim; and

                     (iv)   permit Mark IV or its successor to participate in
any proceedings relating to such claim;

provided, however, that Mark IV or its successor shall bear and pay directly
all costs and expenses (including additional interest and penalties) incurred
in connection with such contest and shall indemnify and hold a Participant
harmless, on an after-tax basis, for any excise tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses.  Without limitation on the
foregoing provisions of this Section 4.08(d), Mark IV or its successor shall
control all proceedings taken in connection with such contest and, at its sole
option, may pursue or forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct a Participant to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner,
and a Participant agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as Mark IV or its successor shall determine; provided,
however, that if Mark IV or its successor directs the Participant to pay such
claim and sue for a refund, Mark IV or its successor shall advance the amount

<PAGE>32

of such payment to the Participant, on an interest free basis and shall
indemnify and hold the  Participant harmless, on an after-tax basis, from any
excise tax or income tax, including interest or penalties with respect
thereto, imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any extension
of the statue of limitations relating to payment of taxes for the taxable year
of a Participant with respect to which such contested amount is claimed to be
due is limited solely to such contested amount.  Furthermore, the control by
Mark IV or its successor of the contest shall be limited to issues with
respect to which a Change in Control Gross Up would be payable hereunder and a
Participant shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

              (e) If, after the receipt by a Participant of an amount advanced
by Mark IV or its successor pursuant to Section 4.08(d) hereof, a Participant
becomes entitled to receive any refund with respect to such claim, a
Participant shall (subject to the compliance by Mark IV or its successor with
the requirements of Section 4.08(d)) promptly pay to Mark IV or its successor
the amount of such refund (together with any interest paid or credited thereon
by the taxing authority after deducting any taxes applicable thereto).  If,
after the receipt by a Participant of an amount advanced by Mark IV or its
successor pursuant to Section 4.08(d) hereof, a determination is made that a
Participant shall not be entitled to any refund with respect to such claim and
Mark IV or its successor does not notify a Participant in writing of its
intent to contest such denial of refund prior to the expiration of thirty days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of the Change in Control Gross Up required to be
paid under Section 4.08(a) or Section 4.08(b) hereof.  The forgiveness of such
advance shall be considered part of the Change in Control Gross Up and subject
to gross-up for any taxes (including interest or penalties) associated
therewith.

       4.09 Effects of Vesting.  Each Participant, upon: (a) acquiring a vested
interest in his Account pursuant to the terms of this Plan; and (b) otherwise
satisfying the requirements for payment and distribution of his Account
pursuant to the terms of this Plan, shall have a valid and enforceable claim
against Mark IV for payment of the amount described in the applicable
provisions of this Plan together with the amount of any applicable Gross-Up
Payment. Notwithstanding the foregoing, no Participant, spouse or Beneficiary
shall have any interest in any particular assets of Mark IV by reason of the
right to receive deferred compensation under this Plan until such time that
the Participant's spouse or Beneficiary obtains a judgment against Mark IV or
its successor requiring payment of amounts described in the Plan, and, prior
to obtaining any such judgment, any such Participant, spouse or Beneficiary
shall have only the rights of a general unsecured creditor of Mark IV with
respect to any deferred compensation payable under this Plan.

<PAGE>33




       4.10   No Duplication of Benefits.  It is the intent of Mark IV and each
Employer that the deferred compensation to be provided under this Plan shall,
with respect to the employment of an Eligible Employee by the Employer during
the periods this Plan is in effect, supersede any other deferred compensation
to which an Eligible Employee is entitled under the terms of any written
employment agreement between any Employer and such Eligible Employee, covering
periods of such Eligible Employee's employment with the Employer during the
periods with respect to which this Plan is in effect except for deferred
compensation which is or may be provided to the Employee under the terms of
any "tax qualified" pension, profit sharing or 401(k) plan and any
compensation which a Participant may be deemed to earn by virtue of stock
option and restricted stock awards which may be granted to the Participant.
Accordingly, notwithstanding anything to the contrary contained in this Plan,
to the extent the amounts payable to a Participant under this Plan are
otherwise payable to a Participant under the terms of a written employment
agreement between a Participant and any Employer, the deferred compensation
payable to such Participant under the terms of this Plan shall be reduced to
reflect the deferred compensation payable to the Participant under the terms
of the written employment agreement.


                                         SECTION 5.
                   Termination and Distribution Upon A Change in Control

       5.01 Distribution of Accounts.  Upon the occurrence of a Change in
Control, the Board of Directors of Mark IV or a Committee of the Board of
Directors of Mark IV may authorize Mark IV to pay to each Participant the
entire Dollar Value of the Participant's Account as determined pursuant to
Section 3.10 hereof (including the amount of any Compensation Deferrals and
the amount of any interest which may accrue on the Dollar Value of the
Participant's Account following the occurrence of the Change in Control)
together with the full amount of any Gross Up Payment and any Change in
Control Gross Up which may be required by Section 4.08 hereof.  As soon as
practicable following such authorization, but, in the case of a Change in
Control described in Section 1.11(e), in no event later than the day
immediately preceding the merger or consolidation contemplated by the
agreement described in Section 1.11(e), Mark IV shall pay to each Participant,
in one lump sum payment, the entire Dollar Value of the Participant's Account
as determined pursuant to Section 3.10 hereof (including the amount of any
Compensation Deferrals and the amount of any interest which may accrue on the
Dollar Value of the Participant's Account following the occurrence of the
Change in Control) together with the full amount of any Gross Up Payment and
any Change in Control Gross Up which may be required by Section 4.08 hereof.

     5.02 Termination.  Upon distribution to Participants of the amounts
required to be distributed pursuant to Section 5.02 above, this Plan shall be
terminated; provided that, notwithstanding such termination, the obligation of
Mark IV (or its successor in interest) to pay the Participant the amount of
the Gross Up Payment and the Change in Control Gross Up shall forever survive
such termination.

<PAGE>34

                                         SECTION 6.
                                       Administration


       6.01 The Committee.  The Compensation Committee of the Board of
Directors of Mark IV shall be the administrative committee which administers
the Plan as the plan administrator.  The Committee shall be the named
fiduciary of the Plan with respect to Plan administration. Any member of the
Committee may resign by delivering his written resignation to the Board of
Directors.  Vacancies arising by resignation, death, removal or otherwise
shall be filled by the Board of Directors of Mark IV.  If at any time no
members are currently serving as the Committee, or if no Committee is
appointed, the Board of Directors of Mark IV shall be deemed to be the
Committee.

       6.02 General Duties and Responsibilities.  The Committee shall
administer the Plan in accordance with its terms and shall have all powers
necessary to carry out the provisions of the Plan. Any interpretation,
construction or determination made in good faith shall be final and
conclusive. The Committee may correct any defect, supply any omission, or
reconcile any inconsistency in such manner and to such extent as shall be
deemed necessary or advisable to carry out the purpose of this Plan.  The
Committee as named fiduciary may employ attorneys, accountants and such other
advisors to advise it with respect to its duties and obligations as it deems
appropriate.

       6.03 Allocation and Delegation of Responsibilities.  As the named
fiduciary, the Committee may engage agents to assist it in carrying out its
functions hereunder.  The Committee members are expressly authorized to
allocate among themselves and/or delegate to other named persons or parties,
fiduciary responsibilities, other than Trustee responsibilities.

       6.04 Bonding.  The Committee shall be responsible for procuring bonding
for any persons dealing with the Plan or its assets as may be required by law
or by this Plan.

       6.05 Records, Reporting and Disclosure.  The Committee shall maintain
all the records necessary for the administration of the Plan.  The Committee
shall also be responsible for preparing and filing such annual reports and tax
forms as may be required by law.  The Committee shall furnish and/or make
available for inspection by each Participant covered under the Plan and to
each Beneficiary who is entitled to receive benefits under the Plan, such
information and reports as may be required by law.

       6.06 Expenses and Compensation.  The expenses necessary to administer
the Plan shall be borne by Mark IV and, if necessary, shall be reimbursed to
the Plan. Expenses include, but are not limited to, those involved in
retaining necessary professional assistance from an attorney, an accountant or
an actuary. The Employer shall furnish the Committee with such clerical and
other assistance as is necessary in the performance of its duties. The
Committee, with the approval of Mark IV, may receive reasonable compensation


<PAGE>35

for services rendered in administering this Plan, provided the member
performing the services is not a full-time employee of any Employer whose
employees are participants in this Plan.

       6.07 Information from Mark IV.  To enable the Committee to perform its
functions, Mark IV shall supply full and timely information to the Committee
on all matters relating to the Compensation of all Participants, their
employment, their retirement, death, disability or termination of employment,
and such other pertinent facts as the Committee may require. The Committee is
entitled to rely on such information as is supplied by Mark IV and shall have
no duty or responsibility to verify such information.

       6.08 Multiple Signatures.  In the event that more than one person has
been duly nominated to serve on the Committee, one signature may be relied
upon by any interested party as conclusive evidence that the Committee has
duly authorized the action therein set forth and as representing the will of
and binding upon the whole Committee.  No person receiving such documents or
written instructions and acting in good faith and in reliance thereon shall be
obliged to ascertain the validity of such action under the terms of this Plan
and Trust.  The Committee shall act by a majority of its members at the time
in office and such action may be taken either by a vote at a meeting or in
writing without a meeting.

       6.09 General Fiduciary Liability.  Mark IV, its Board of Directors, the
Committee and any Fiduciary with respect to this Plan shall not be liable for
any actions taken or omitted by any of them except for such acts involving
gross negligence or willful misconduct of the party to be charged and except
as required by ERISA.  Nothing contained in this Section 6.09 shall be deemed
to release, discharge or otherwise limit the liability of Mark IV, and any
successor in interest to Mark IV for payment to Participants of the amounts
described in this Plan.

       6.10 Liability Insurance.  The Committee may purchase, as an authorized
expense of the Plan, liability insurance for the Plan and/or for its
Fiduciaries to cover liability or losses occurring by reiding such insurance
contract permits recourse by an Insurer against the Fiduciary in the case of
breach of fiduciary obligation by such Fiduciary.  Any Fiduciary may purchase
on behalf of himself, insurance to protect himself in the event of a breach of
fiduciary duty and Mark IV may also purchase insurance to cover the potential
liability of one or more persons who serve in a fiduciary capacity with regard
to this Plan.

       6.11 Benefit Claims Procedures.  The Committee shall establish a benefit
claims procedure.  Such procedure shall provide for the filing of claims for
benefits, adequate notice in writing to any Participant or Beneficiary whose
claim for benefits has been denied, setting forth the specific reasons for
such denial and written in a manner calculated to be understood by the
Participant, and afford a reasonable opportunity to any Participant whose
claim for benefits has been denied for a full and fair review by the Committee
of the decision denying the claim.

<PAGE>36
                                         SECTION 7.
                              Amendment, Termination and Merger

       7.01 Amendment. The Board of Directors of Mark IV shall have the right
at any time and from time to time without the consent of any Participant or
Beneficiary to amend, in whole or in part, any or all of the provisions of
this Plan. Notwithstanding the foregoing, no amendment to the Plan shall be
effective to the extent that it has the effect of decreasing the value of a
Participant's Account or depriving any Participant or the Beneficiary of any
Participant of any amount payable (whether immediately or in the future) to
such Participant or Beneficiary under the terms of this Plan as in effect on
the date on which such amendment is executed.

       7.02 Termination.  Subject to the limitation on the right to amend this
Plan contained in Section 7.01 hereof, Mark IV, by action of its Board of
Directors shall have the right at any time to discontinue its allocations
hereunder and to terminate this Plan.  Upon complete termination of the Plan
or upon the occurrence of any event which constitutes a partial termination
pursuant to IRC Section 411(d)(3), whether by action of the Board of Directors
or otherwise, all Participants shall become fully and nonforfeitably vested in
the value of their respective Accounts; provided, however, in the case of a
partial termination, full vesting shall only be applicable to that part of the
Plan and the Participants covered thereunder that is terminated.

       7.03 Continuation of Plan by Successor.  Mark IV will require any
person, firm, corporation or other entity that becomes a successor to Mark IV,
(whether direct or indirect, by purchase of stock or assets, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of Mark IV to expressly assume and agree to perform the provisions of
this Plan as in effect at the time any such person, firm, corporation or other
entity becomes a successor to Mark IV, including, specifically, the
obligations of Mark IV under the provisions of Section 4.08 and Article 5
hereof.


                                         SECTION 8.
                                        Miscellaneous

       8.01 No Rights Created by Plan - Terms of Employment Not Affected.
Neither the establishment of the Plan nor any modification hereof, nor the
creation of any fund or account, nor the payment of any benefits, shall be
construed as giving to any Participant, Beneficiary or other person any legal
or equitable right against the Employer or any officer or Employee thereof, or
the Trustee, or the Committee, except as herein provided.  Under no
circumstances shall participation in this Plan by an Employee constitute a
contract of continuing employment or in any manner obligate the Employer to
continue the services of an Employee.


<PAGE>37




       8.02 Participants Rights Unsecured. The Plan shall at all times be
entirely unfunded and no provision shall at any time be made with respect to
segregating any assets of Mark IV for payment of any distributions hereunder.
The rights of a Participant or his Beneficiary to receive a distribution
hereunder shall be an unsecured claim against the general assets of Mark IV
and neither the Participant nor his Beneficiary shall have any rights in or
against any specific assets of Mark IV.

       8.03 No Guaranty of Benefits.  Nothing contained in this Plan shall be
deemed to constitute a guaranty by Mark IV or any other entity or person that
the assets of Mark IV will be sufficient to pay the benefits hereunder.

       8.04 Execution of Receipts and Releases.  Any payment to any
Participant, or to his legal representatives or Beneficiary, in accordance
with the provisions of this Plan, shall to the extent thereof be in full
satisfaction of all claims hereunder against the Plan, and the Committee may
require such Participant, legal representative, or Beneficiary, as a condition
precedent to such payment, to execute a receipt and release therefor in such
form as it shall determine.

       8.05 Benefits Non-Assignable.  No benefit which shall be payable to any
person under this Plan, (including a Participant or his Beneficiary), shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void and no
such benefit shall in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts of any such person, nor shall it
be subject to attachment or legal process for or against such person, and the
same shall not be recognized by the Committee, except to such extent as may be
required by law.

       8.06 Construed Under Applicable Federal Law and New York Law. This Plan
shall be construed according to applicable Federal Law and the laws of the
State of New York and all provisions hereof shall be administered according to
such laws.

       8.07 Masculine Gender to Include Feminine; Singular to Include Plural.
Wherever any words are used herein in the masculine gender they shall be
construed as though they were also used in the feminine gender in all cases
where they would so apply, and wherever any words are used herein in the
singular form, they shall be construed as though they were also used in the
plural form in all cases where they would so apply.

       8.08 Heading No Part of Plan.  Heading of sections and subsections of
this instrument are inserted for convenience of reference only.  They
constitute no part of this Plan are not to be construed in the construction
hereof.


<PAGE>38



       8.09 Counterparts.  This instrument may be executed in several
counterparts, each of which shall be deemed an original, and said counterparts
shall constitute but one and the same instrument and may be sufficiently
evidenced by any one counterpart.

              IN WITNESS WHEREOF, the Mark IV Industries, Inc. has caused this
Plan to be executed as of the 26th day of April, 2000.

                                          MARK IV INDUSTRIES, INC.



                                          /s/ Richard L. Grenolds
                                          -----------------------
                                          Richard L. Grenolds