Exhibit 10.17






     NON-QUALIFIED PLAN OF DEFERRED COMPENSATION OF

     MARK IV INDUSTRIES, INC.

     ________________________________

     Fourth Amendment and Restatement
     _________________________________

     Effective January 1, 1999


<PAGE>1


     NON-QUALIFIED PLAN OF DEFERRED COMPENSATION
                        OF
               MARK IV INDUSTRIES, INC.
     _______________________________________

          Fourth Amendment and Restatement
     ______________________________________


     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, due to the size of the Accounts of certain
Participants, Mark IV has now determined that it is appropriate to
limit 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 desires to amend the Plan to reflect
miscellaneous changes in the manner in which the Plan is
administered, to provide a limitation on the aggregate amount of
compensation and bonuses which may be deferred by Plan
Participants and to require that distributions be made to certain
Participants with respect to the amount of compensation and
bonuses deferred by such Participants;

     NOW, THEREFORE, Mark IV hereby adopts the following as the
Fourth Amendment and Restatement of the Plan effective as of
January 1, 1999:


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                   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                                        28

Section 5 Trust Established Upon Change in Control             42

Section 6 Administration                                       44

Section 7 Amendment, Termination and Merger                    47

Section 8 Miscellaneous                                        48



<PAGE>1

                       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 and, in the event a Trust Fund (as hereinafter
defined) is established pursuant to Section 5.01 hereof, to
reflect the interest of each Participant in the Trust Fund.

     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: (a)  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.


<PAGE>2

     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 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;


<PAGE>3

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

     1.12 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


<PAGE>4

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, 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.

     1.13 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.


<PAGE>5

     1.14 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.

     1.15 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.

     1.16 Effective Date means February 20, 1990.

     1.17 Eligible Employee means each executive officer of the
Employer.

     1.18 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.

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

     1.20 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.


<PAGE>6


          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
(including service as both Trustee and Committee) with respect to
this Plan.

     1.21 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 1.21.

          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.

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

     1.23 Investment Manager means that person so designated by
the Committee to manage and invest designated Plan assets, who
acknowledges his acceptance in writing and who is either: (a)
registered in good standing as an Investment Adviser under the
Investment Advisers Act of 1940; (b) a bank, as defined in that
Act; or (c) an insurance company qualified to perform investment
management services under the laws of more than one state.

     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.


<PAGE>7

   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 Trust Fund means one or more trust funds which may be
established by Mark IV pursuant to this Plan, and all the assets
at any time held by the Trustee (as hereinafter defined) of such
trust funds.

<PAGE>8

   1.34 Trustee means the person or persons, firm or corporation
designated by the Board of Directors of Mark IV to serve as
Trustee of any Trust Fund which may be created pursuant to the
provisions of this Plan, and who, by joining in the execution of
the agreement creating such Trust Fund or any amendments
thereunder, signifies his acceptance of the Trust Fund and any
person or persons, firm or corporation duly appointed as successor
Trustee.

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

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


<PAGE>9

                       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.

<PAGE>10


                    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.

          (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.


<PAGE>11

     (e) In the event a Trust Fund is established pursuant to Section
5.01 hereof, the Committee shall cause the Trustee to establish
and maintain, within the Trust Fund, an Account in the name of
each Participant.  At the time the Trust Fund is established, the
Trustee shall credit the Account of each Participant with an
amount equal to the greater of the Dollar Value and, if
applicable, the Share Value of the Participant's Account
determined as of the date the Trust Fund is established and,
thereafter, the Committee shall credit such Participant's Account
with the Participant's share of the net earnings of the Trust Fund
and charge such Participant's Account with the net losses of the
Trust Fund and distributions from the Trust Fund made on the
Participant's behalf.  In the event that this Plan is continued by
Mark IV or its successor following the establishment of a Trust
Fund, the Committee shall cause the Trustee to establish a
Compensation Deferral Account within the Account of a Participant
that is eligible to make a Compensation Deferral, which
Compensation Deferral Account shall be credited with the amount of
Compensation Deferrals made to the Plan by the Participant
together with earnings or losses thereon.  In addition, if the
Plan is continued by Mark IV or its successor following the
establishment of a Trust Fund, the Committee shall cause the
Trustee to establish within each Participant's Account in the
Trust Fund, a Matching Contributions Account in the name of such
Participant which shall be credited with the Matching
Contributions, if any, to be made to the Participant's Account
with respect to the amount of the Compensation Deferral made by
the Participant together with the earnings or losses thereon.
Finally, if the Plan is continued by Mark IV or its successor
following the establishment of a Trust Fund, for each Plan Year
following the establishment of the Trust Fund, the Committee shall
cause the Trustee to establish within each Participant's Account
in the Trust Fund, an Annual Allocation Account in the name of
such Participant which shall be credited with such Participant's
share of the Annual Deferred Compensation Commitment for such Plan
Year together with all earnings or losses thereon.

     (f) In addition to the above, in the event that a Trust Fund is
established pursuant to Section 5.01 hereof, whether or not this
Plan is continued by Mark IV or its successor following the
establishment of the Trust Fund, the Committee shall continue to
maintain the Account which was maintained for each Participant
prior to the establishment of the Trust Fund and, in the event
that the Plan is continued by Mark IV or its successor following
the establishment of the Trust Fund, the Committee shall establish
an Account for each Eligible Employee that becomes a Participant
in the Plan after the establishment of the Trust Fund. Immediately
following the establishment of a Trust Fund pursuant to Section
5.01 hereof, the amount contained in the Account established for
each Participant under the terms of this Plan shall,
notwithstanding anything to the contrary contained in this Plan,
be equal to the greater of the Dollar Value and, if applicable,
the Share Value of the Participant's Account determined as of the
date the Trust Fund is established.  Thereafter, the Committee
shall credit the amounts contained in such Account with interest
in the manner described in Section 3.10 hereof.  In the event that


<PAGE>12

this Plan is continued by Mark IV or its successor following the
establishment of a Trust Fund, the Account described in this
Section 3.01(f) shall be credited with an amount equal to the
amount of any Compensation Deferrals made by the Participant, any
Matching Contributions made in connection with such Compensation
Deferrals and the amount of the Participant's share of the Annual
Deferred Compensation Commitment made by Mark IV or its successor
for each Plan Year.  All such additional amounts credited to the
Account of a Participant after a Trust Fund has been established,
pursuant to Section 5.01 hereof, shall be credited with interest
in the manner described in Section 3.10 hereof.  For purposes of
this Plan, if a Change in Control occurs and a Trust Fund is
established, the Account which the Committee is required to
continue to maintain for each Participant pursuant to this Section
3.01(f) is sometimes hereinafter referred to as the Participant's
"Phantom Account."

     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, unless a
Trust Fund is established pursuant to Section 5.01 hereof, 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>13

          Notwithstanding anything to the contrary contained in
the preceding provisions of this Section 3.02, and notwithstanding
anything to the contrary contained in any Participant's Deferred
Compensation Election Form, effective January 1, 1999, in no event
shall any Participant be permitted to defer any portion of his
Compensation (including, but not limited to, any portion of his
salary, wages, bonus or other incentive compensation) if and to
the extent that, after giving effect to any such Compensation
Deferral, the Dollar Value of the Participant's Compensation
Deferral Account would exceed the Dollar Value of the
Participant's Compensation Deferral Account, determined as of
December 31, 1998, together with interest thereon calculated in
the manner provided for in the following paragraph.  For purposes
of this Plan, the Dollar Value of a Participant's Compensation
Deferral Account, determined as of December 31, 1998 together with
interest thereon as hereinafter provided shall, with respect to
such Participant, be referred to as the "Participant's
Compensation Deferral Limit".

          For purposes of determining the amount of a
Participant's Compensation Deferral Limit, as of December 31,
1999, the Dollar Value of the Participant's Compensation Deferral
Account determined as of December 31, 1998, shall be increased by
an amount equal to the Applicable Interest Rate for the calendar
year ending December 31, 1998 multiplied by the Dollar Value of
the Participant's Compensation Deferral Account determined as of
December 31, 1998.  Such Participant's Compensation Deferral Limit
shall be effective for the period from January 1, 2000 through
December 31, 2000.  Effective January 1, 2001 and each January 1
thereafter, the Participant's Compensation Deferral Limit shall be
equal to the Participant's Compensation Deferral Limit in effect
as of the immediately preceding January 1, increased by an amount
equal to the Applicable Interest Rate for the immediately
preceding calendar year multiplied by the Participant's
Compensation Deferral Limit in effect as of the immediately
preceding January 1.

          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

<PAGE>14

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 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

<PAGE>15

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.  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:
(a) 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: (i) six
percent (6%) of the Participant's Compensation; (ii) 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 (iii) 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 (b) the maximum amount of Matching Contributions allocated to
the Matching Contributions Account of a Participant for a Plan
Year shall be equal to: (i) 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) above); reduced by (ii) 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.

          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, unless a Trust Fund is established
pursuant to Section 5.01 hereof, 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) 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

<PAGE>16

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, unless a Trust
Fund is established pursuant to Section 5.01 hereof, no
segregation of any assets of Mark IV for the purpose of paying
such Annual Deferred Compensation Commitment shall be required.

          (b)  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 1.12(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 1.12(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.

     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

<PAGE>17

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; and (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.  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.

     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 Committee for the Participant in proportion to
the respective Dollar Values of such sub-accounts.


<PAGE>18

          Beginning with the Plan Year ending February 29, 1992,
for the Plan Year ending February 28, 1993 and for each Plan Year
thereafter, unless a Trust Fund has been established pursuant to
Section 5.01 hereof, 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.  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 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 Contributions 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.

     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

<PAGE>19

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 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 amount of the funds to
be transferred to any Trust Fund established pursuant to Section
5.01 hereof, the price per share of common stock of Mark IV shall
be the closing price per share of common stock of Mark IV on the
day a Change in Control (as defined in Section 5.03 hereof)
occurs, as reported by the New York Stock Exchange Composite
Index.

<PAGE>20

          For purposes of determining the Share Value of a
Participant's Account, if the Participant's employment with the
Employer is voluntarily or involuntarily terminated for any reason
including, but not limited to, the Participant's retirement, death
or suffering of a total and permanent disability, 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.

     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

<PAGE>21

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 each
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 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

<PAGE>22

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 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

<PAGE>23

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 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 3.06 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 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 5.03 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

<PAGE>24

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.

          If a Trust Fund has been established pursuant to Section
5.01 hereof, each Participant's Account in the Trust Fund shall be
credited or charged with its proportionate share of the earnings
or losses of the Trust Fund.  In addition, if a Trust Fund is
established pursuant to Section 5.01 hereof, the Committee shall
compare the Dollar Value of each Participant's Account determined
as of the date the Change in Control occurs (as determined
pursuant to the preceding paragraph) 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 shall, thereafter be
deemed to be the initial Dollar Value of the Participant's Phantom
Account which the Committee is required to continue to maintain
pursuant to Section 3.01(f). As of the end of the Plan Year in
which the Change in Control occurs, the Dollar Value of the
Participant's Phantom Account determined as of the date the Change
in Control occurs (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 Change in
Control occurs and the end of the Plan Year) by the Dollar Value
of the Participant's Phantom Account determined as of the date the
Change in Control occurs.  As of the end of each Plan Year
thereafter, the Dollar Value of the Phantom Account of each
Participant shall be increased by an amount equal to the Dollar
Value of the Participant's Phantom 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 is to be distributed, the Dollar Value of
such Participant's Phantom 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
Phantom Account for the immediately preceding Plan Year.

          In the event that Mark IV or its successor elects to
continue this Plan after the occurrence of a Change in Control,
the Committee shall increase the Dollar Value of any Compensation

<PAGE>25

Deferral, any Matching Contributions and any portion of any annual
Deferred Compensation Commitment allocated to the Participant's
Phantom Account after the occurrence of a Change in Control by the
Applicable Interest Rate for the immediately preceding Plan Year
in the same manner that the Dollar Value of the Participant's
Account is adjusted prior to the occurrence of a Change in Control
as provided for in the first paragraph of this Section 3.10.

     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 Participants Eligible for Allocation.  Except as
otherwise provided by Section 3.12 hereof, for purposes of Section
3.04 hereof, the term "Participant" shall only include those
Participants who: (a) have completed at least 1,000 Hours of
Service with the Employer during the Plan Year for which the
allocation of the Annual Deferred Compensation Commitment is to be
made; and (b) are employed by the Employer on the last day of the
Plan Year for which the allocation of the Annual Deferred
Compensation Commitment is to be made.

     3.13 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.  In addition, in
the event a Trust Fund is established pursuant to Section 5.01
hereof, 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 the assets of the Trust Fund
except at such time or times and upon the terms and conditions
provided herein.

     3.14 Contributions.  (a) In the event a Trust Fund is
established pursuant to Section 5.01 hereof and, following the
establishment of such Trust Fund, Mark IV or its successor elects
to continue this Plan, for each Plan Year in which an Annual
Deferred Compensation Commitment is made under this Plan and not
later than the time prescribed by law for filing of the Federal
Income Tax Return of Mark IV or its successor, Mark IV or its
successor shall make a contribution to the Trust Fund in an amount
equal to the Annual Deferred Compensation Commitment for such Plan
Year.

          (b)  In the event a Trust Fund is established pursuant
to Section 5.01 hereof and, following the establishment of such
Trust Fund, Mark IV or its successor elects to continue this Plan,
for each Plan Year in which a Participant makes a Compensation
Deferral, Mark IV or its successor shall, within fifteen (15) days

<PAGE>26

following the end of the calendar month in which any portion of
the Participant's Compensation is to be allocated to his
Compensation Deferral Account, contribute to the Trust Fund an
amount equal to the Compensation Deferrals made for such calendar
month.

        (c)  In the event a Trust Fund is established pursuant
to Section 5.01 hereof and, following the establishment of such
Trust Fund, Mark IV or its successor elects to continue the Plan,
for each Plan Year in which a Participant makes a Compensation
Deferral with respect to which the Participant is entitled to
receive an allocation of Matching Contributions, Mark IV or its
successor shall make a contribution to the Trust Fund in an amount
equal to the total amount of the Matching Contributions required
to be allocated to the Accounts of Participants that have made
Compensation Deferrals for such Plan Year no later than the time
prescribed by law for filing of the Federal Income Tax Return of
Mark IV or its successor for the fiscal year of Mark IV or its
successor with or within which such Plan Year ends.

          (d)  In the event a Trust Fund is established pursuant
to Section 5.01 hereof, at the end of each Plan Year following the
establishment of such Trust Fund, Mark IV or its successor shall,
(whether or not Mark IV or its successor has elected to continue
the Plan), make a contribution to the Trust Fund on behalf of each
Participant in an amount equal to the amount, if any, by which the
Dollar Value of the Participant's Phantom Account, determined as
of the end of such Plan Year, exceeds the value of the
Participant's Account in the Trust Fund determined (pursuant to
Section 3.15 below) as of the end of such Plan Year.  Such
contribution shall be made no later than the time prescribed by
law for the filing of the Federal Income Tax Return of Mark IV or
its successor for the fiscal year of Mark IV or its successor with
or within which such Plan Year ends.

     3.15 Valuation of Trust Fund.  In the event a Trust Fund is
established pursuant to Section 5.01 hereof, as of each Valuation
Date, the Trustee shall determine the net worth of the assets of
the Trust Fund and report such value to the Committee in writing.
In determining such net worth, the Trustee shall value the assets
of the Trust Fund at their fair market value as of such Valuation
Date and shall deduct all fees and expenses chargeable to the
Trust Fund.  Such valuation shall not include the portion of any
Compensation Deferral for such Plan Year which is attributable to
the Participant's election to defer receipt of his bonus or other
incentive compensation (including any earnings of the Trust Fund
attributable to the compensation or bonus deferred by the
Participant) nor shall such valuation include any Matching
Contributions to be made by Mark IV or its successor with respect
to Compensation Deferrals made by a Participant nor shall such
valuation include any contributions to be made by Mark IV or its
successor to reflect the Annual Deferred Compensation Commitment
for the Plan Year ending on such Valuation Date.  The Committee
shall then adjust the net credit balance in the Accounts of all
Participants upward or downward, pro rata, so that the total of

<PAGE>27

such net credit balances will equal such net worth of the Trust
Fund as of such Valuation Date.  Finally, the Committee shall add
to the Account of each Participant, the portion of the
contribution, if any, to be made by Mark IV or its successor to
reflect the Annual Deferred Compensation Commitment for the Plan
Year ending on such Valuation Date to which the Participant is
entitled pursuant to Section 3.04 hereof, the amount, if any, of
the Participant's Compensation Deferral (including any earnings of
the Trust Fund attributable to such Compensation Deferral) and the
amount, if any, of the Matching Contributions which are required
to be credited to the Participants Account with respect to such
Compensation Deferral.

     3.16 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-vested portions
of the Participant's Account).  In addition, if a Trust Fund has
been established pursuant to Section 5.01 hereof, the Committee
shall, whether or not Mark IV or its successor has elected to
continue this Plan, deliver to each Plan Participant no later than
thirty (30) days following the end of each Plan Year, a written
statement of the value of each such Participant's Account in the
Trust Fund, determined as of the end of the Plan Year and a
written statement of the value of each such Participant's Phantom
Account determined as of the end of the Plan Year.


<PAGE>28


                          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.

          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


<PAGE>29

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 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.

          If a Trust Fund has been established pursuant to Section
5.01 hereof, following a Participant's retirement, unless the
Participant has elected to receive payment of his Account in
installments as provided for above, the Committee shall direct the
Trustee to distribute to the Participant in one lump sum payment
in cash or immediately available funds, the value of such
Participant's Account within the Trust Fund, determined as of the
preceding Valuation Date.  In addition, if the value of the
Participant's Account in the Trust Fund is less than the value of
the Participant's Phantom Account, following a Participant's
retirement, the Committee shall direct Mark IV or its successor to
distribute to the Participant in one lump sum payment in cash or
immediately available funds, an amount equal to the amount by
which the value of the Participant's Phantom Account, exceeds the
value of the Participant's Account in the Trust Fund.  The
payments required to be made to a Participant pursuant to this
paragraph shall be delivered to the Participant no later than
sixty (60) days following the date the Participant retires from
employment with the Employer.

          If a Trust Fund has been established pursuant to Section
5.01 hereof and the Participant has elected to receive payment of
the value of his Account in installments as permitted above, the

<PAGE>30

Committee shall direct the Trustee to distribute the Participant's
Account to the Participant in the manner described above for a
distribution of the Participant's Account in installments.  In
such event, as of the end of each Plan Year following the date of
the Participant's retirement, the value of the Participant's
Phantom Account shall be increased in the same manner that the
value of the Participant's Account is to be increased as provided
for above.

     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.

          If a Trust Fund has been established pursuant to Section
5.01 hereof, following a Participant's death, the Committee shall
direct the Trustee 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, the
value of such Participant's Account within the Trust Fund
determined as of the preceding Valuation Date.  In addition, if
the value of the Participant's Account in the Trust Fund is less
than the value of the Participant's Phantom Account, following the
Participant's death, the Committee shall direct Mark IV or its
successor to distribute to the Participant in one lump sum payment
in cash or immediately available funds, an amount equal to the
amount by which the value of the Participant's Phantom Account,
exceeds the value of the Participant's Account in the Trust Fund.
The payments required to be made pursuant to this paragraph shall
be delivered to the Participant's Beneficiary, or if none to the
Participant's surviving spouse, or if neither to the Participant's
estate no later than 60 days following the Participant's death.

<PAGE>31

          (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.

     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.

          If a Trust Fund has been established pursuant to Section
5.01 hereof, after it is determined that the Participant suffers
from a Total and Permanent Disability, the Committee shall direct
the Trustee to distribute and pay to the Participant in one lump
sum payment in cash or immediately available funds, an amount
equal to the value of such Participant's Account within the Trust
Fund determined as of the preceding Valuation Date.  In addition,
if the value of the Participant's Account in the Trust Fund is
less than the value of the Participant's Phantom Account,
following the date on which it is determined that the Participant
suffers from a Total and Permanent Disability, the Committee shall
direct Mark IV or its successor to distribute to the Participant
in one lump sum payment in cash or immediately available funds, an
amount equal to the amount by which the value of the Participant's
Phantom Account, exceeds the value of Participant's Phantom
Account in the Trust Fund.  The payments required to be made
pursuant to this paragraph shall be delivered to the Participant
no later than 60 days following the date it is determined that the
Participant suffers from 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

<PAGE>32

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)
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 5.03 hereof,
including any Dollar Value or Share Value attributable to amounts
credited to the Participant's Account following the Change in
Control.

<PAGE>33

     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.  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.

          Notwithstanding anything to the contrary contained in
the Deferred Compensation Election Form of a Participant, if the
Dollar Value or the Share Value of a Participant's Compensation
Deferral Account exceeds Two Million Dollars ($2,000,000) as of
December 31, 1998, the Committee shall, no later than January 30,
1999, distribute and pay to such Participant in one lump sum
payment an amount equal to one half of the Dollar Value or the
Share Value, whichever is greater, of the Participant's
Compensation Deferral Account determined as of December 31, 1998.
Following such distribution, the Dollar Value and the Share Value
of the Participant's Compensation Deferral Account and the

<PAGE>34

Participant's Account shall be reduced accordingly.

          If a Trust Fund has been established pursuant to Section
5.01 hereof, at the time a Participant is entitled to payment of
all or any portion of his Compensation Deferral for a Plan Year
together with any earnings thereon as provided for in the Deferred
Compensation Election Form executed by the Participant for such
Plan Year, the Committee shall direct the Trustee to distribute to
the Participant in one (1) lump sum payment in cash or immediately
available funds, the portion of the Participant's Phantom Account
which is attributable to the portion of the Compensation Deferral
which the Participant is entitled to receive payment of together
with any earnings (or less any losses) of the Trust Fund
attributable to such amount.  In addition, if the value of the
portion of the Participant's Compensation Deferral Account in the
Trust Fund which is attributable to the Compensation Deferral
which is to be distributed to the Participant is less than the
value of the portion of the Participant's Phantom Account which is
attributable to the Compensation Deferral which is to be
distributed to the Participant, following the date on which the
Participant is entitled to receive payment of a Compensation
Deferral, the Committee shall direct Mark IV or its successor to
distribute to the Participant in one lump sum payment in cash or
immediately available funds, an amount equal to the amount by
which the value of the portion of the Participant's Phantom
Account which is attributable to the Compensation Deferral which
is to be distributed to the Participant (including the earnings on
such Compensation Deferral) exceeds the value of the portion of
the Participant's Compensation Deferral Account in the Trust Fund
which is attributable to the Compensation Deferral (together with
any earnings thereon) which is to be distributed to the
Participant.

     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, 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.  If a Trust Fund has been
established pursuant to Section 5.01 hereof, following the date a
former Participant is entitled to a distribution as provided in
this Section 4.06, the Committee shall direct the Trustee to

<PAGE>35

distribute to or on behalf of the Participant in one lump sum
payment in cash or immediately available funds, an amount equal to
the value of the vested portion of the Participant's Account
within the Trust Fund.  In addition, if the value of the vested
portion of the Participant's Account in the Trust Fund is less
than the value of the vested portion of the Participant's Phantom
Account, the Committee shall direct Mark IV or its successor to
distribute to the Participant, in one lump sum payment no later
than sixty (60) days following the date the Participant's
employment with Mark IV or its successor is terminated, in cash or
immediately available funds, an amount equal to the amount by
which the value of the vested portion of the Participant's Phantom
Account exceeds the vested portion of the Participant's Account in
the Trust Fund.   Payments required to be made from the Trust Fund
to or on behalf of a former Participant as provided in this
paragraph shall be made no later than sixty (60) days following
the date the Participant's employment with the Employer is
terminated.  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 or, if a Trust Fund has been established pursuant to Section
5.01, the Participant's Account shall be credited or charged with
its proportionate share of the earnings or losses of the Trust
Fund.

          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


<PAGE>36

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 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 if 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 a Participant's employment with his Employer is
terminated before he acquires a one hundred percent (100%) vested
interest in the portion of his Account attributable to Annual
Deferred Compensation Commitments and the portion of his Account
attributable to Matching Contributions, and, at the time of such
Participant's termination of employment, a Trust Fund has been
established pursuant to Section 5.01 hereof, the value within the
Trust Fund portion of his Account attributable to Annual Deferred
Compensation Commitments and the portion of his Account
attributable to Matching Contributions, shall be maintained in a
suspense account within the Trust Fund until the end of the first
Plan Year in which the Participant incurs a Break in Service, at
which time, the amount of such suspense account shall be forfeited
and reallocated among the accounts of the remaining Participants
in accordance with Section 3.11.  Such suspense account shall be
for accounting purposes only, shall not require a segregation of
assets within the Trust Fund to such Account and shall not share
in the gains, losses, income or expenses of the Trust Fund.  The
amount of the assets necessary to maintain the suspense account
shall be deemed an expense chargeable to the Trust Fund.  The
Committee shall maintain records so that each former Participant's
share of the suspense account is clearly identifiable.

          If the terminated Participant returns to the employ of
the Employer or any Affiliate before he has incurred five (5)

<PAGE>37

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 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

<PAGE>38

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 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 practicable 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

<PAGE>39

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 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

<PAGE>40

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 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.

     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

<PAGE>41

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.

<PAGE>42

                            SECTION 5.
              Trust Established Upon Change in Control

     5.01 Establishment of Trust.  Upon the occurrence of a Change
in Control (as hereinafter defined), Mark IV or its successor
shall establish a Trust Fund for the purpose of holding and
investing assets of Mark IV to be used for payment of the deferred
compensation to be provided to Participants under this Plan.  The
terms and conditions of the agreement containing the terms of the
Trust Fund shall be consistent with the terms and conditions
required by rulings and regulations of the Internal Revenue
Service for a trust to be classified as a "Rabbi Trust" within the
scope of Internal Revenue Service Private Letter Ruling No.
8113017 and Internal Revenue Service Private Letter Ruling No.
8907034 such that the amounts payable under this Plan will not be
immediately taxable to the Participants to whom such amounts are
payable under the terms of this Plan by virtue of the
establishment of such Trust Fund and contribution of assets
thereto or by virtue of the acquisition by any such Participants
of a vested interest in the deferred compensation payable
hereunder.

     5.02 Contributions to Trust.  Promptly following the
occurrence of a Change in Control (as hereinafter defined), but in
any event not later than sixty (60) days following the occurrence
of the Change in Control, Mark IV or its successor shall determine
for each Participant, the Dollar Value and the Share Value of the
Participant's Account as of the date the Change in Control occurs.
Thereafter, no later than ten (10) days following the date on
which the Dollar Value and the Share Value of a Participant's
Account are determined, Mark IV or its successor shall pay to the
Trustee, to be held pursuant to the Trust Fund, cash or
immediately available funds in an amount which, for each
Participant, is equal to the greater of the Dollar Value and the
Share Value of the Participant's Account determined as of the date
the Change in Control occurs.  In addition, following the
occurrence of a Change in Control, Mark IV or its successor shall
make the contributions to the Trust Fund required by Section 3.15
hereof.

     5.03 Change in Control.  For purposes of this Plan, a Change
in Control shall occur if: (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

<PAGE>43

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 the 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.
Notwithstanding the provisions of Sections 7.01 and 7.02 hereof,
the foregoing provisions of Sections 5.01, 5.02 and 5.03 hereof
may not be amended within three (3) years following a "change in
control" without the written consent of a majority in both number
and interest of the Participants who are actively employed by the
Employer, both immediately prior to the "change in control" and at
the date of such amendment.

     5.04 Investment Policy.  In determining its investments
hereunder, the Trustee or any duly appointed Investment Manager
shall consider the short and long range needs of the Plan
communicated to them by the Committee.  Benefits may be provided
through any combination of investment media designated to provide
the requisite liquidity, growth and security appropriate to this
Plan.

     5.05 Trustee Responsibilities.  Following the establishment
of a Trust pursuant to Section 5.01 hereof, the Trustee appointed
to administer the Trust Fund shall be deemed a Fiduciary and shall
discharge his duties for the exclusive benefit of Participants in
the Plan.

<PAGE>44

                        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 and, if a Trust Fund is established pursuant
to Section 5.01 hereof, the Committee shall be a named fiduciary
with respect to the appointment of an Investment Manager to manage
any assets of the Plan.  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 Funding Policy.  In the event a Trust Fund is
established pursuant to Section 5.01 hereof, the Committee shall
establish a funding policy and method consistent with the
requirements of law and designed to protect the interests of Plan
Participants.  The Committee shall thereafter review, and if
necessary, change such funding policy and method.

     6.04 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.  In the event a Trust Fund is
established pursuant to Section 5.01 hereof, the Committee may
appoint an Investment Manager and delegate to him the authority to
manage, acquire, invest or dispose of all or any part of the Trust
Fund assets.  With regard to the assets entrusted to his care, the
Investment Manager shall provide written instructions and
directions to the Trustee, who shall in turn, be entitled to rely
thereon.  Appointments and delegations shall be evidenced by a
signed written document, which must be retained with the other
Plan documents.

<PAGE>45

     6.05 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.

     6.06 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.

     6.07 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.  In the event a Trust Fund is
established pursuant to Section 5.01 hereof, upon the failure of
Mark IV to pay said expenses, the Trustee shall pay said expenses
out of the Plan assets.  Expenses include, but are not limited to,
those involved in retaining necessary professional assistance from
an attorney, an accountant, an actuary, or an investment advisor.
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 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.

     6.08 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 shall advise the Trustee of such of the foregoing facts
as may be pertinent to the Trustee's duties under the Plan.  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.

     6.09 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.

<PAGE>46

     6.10 General Fiduciary Liability.  Mark IV, its Board of
Directors, the Committee, the Trustee and any Fiduciary with
respect to this Plan and, if applicable, the Trust Fund created
pursuant hereto 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
6.10 shall be deemed to release, discharge or otherwise limit the
liability of Mark IV, or, if a Trust Fund is established pursuant
to Section 5.01 hereof, the liability of the Trust Fund and any
successor in interest to Mark IV for payment to Participants of
the amounts described in this Plan.

     6.11 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 reason of the act or omission of a Fiduciary, providing 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.

     6.12 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>47

                         SECTION 7.
               Amendment, Termination and Merger

     7.01 Amendment.  Subject to the limitation on the right to
amend this Plan contained in Section 5.03 hereof, 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 5.03 hereof, Mark IV, by
action of its Board of Directors shall have the right at any time
to discontinue its contributions 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, in the same manner
and to the same extent that Mark IV would be required to perform
it if no such succession had taken place. Unless this Plan be
sooner terminated, a successor to the business of Mark IV by
whatever form or manner resulting, may continue this Plan after
such person, firm, corporation or entity becomes a successor to
Mark IV by executing an appropriate supplemental agreement.  In
the event any successor to the business of Mark IV shall not elect
to continue this Plan within ninety days after such person, firm,
corporation or other entity becomes a successor to Mark IV
(whether direct or indirect, by purchase of stock or assets,
merger, consolidation or otherwise), this Plan shall be deemed to
be terminated and the obligation to pay to each Participant the
amounts described herein at the times provided for herein shall
become fixed and binding obligations of such successor.

<PAGE>48


                    SECTION 8.
                  Miscellaneous

     8.01 No Rights Created by Plan and Trust - Terms of
Employment Not Affected.  Neither the establishment of the Plan or
Trust 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.

     8.02 Participants Rights Unsecured.  Unless the establishment
of a Trust Fund is required pursuant to Section 5.01 hereof, 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
including, but not limited to, any assets contained in any Trust
Fund established pursuant to Section 5.01 hereof.

     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), whether payable out of the general assets of
Mark IV or payable out of the Trust Fund, 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 or the Trustee,
except to such extent as may be required by law.


<PAGE>49

     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.

     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 ____ day of
_______________, 1999.


                              MARK IV INDUSTRIES, INC.



                              By________________________