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                                                         Exhibit 10.15


                           MARK IV INDUSTRIES, INC.
                             EXECUTIVE BONUS PLAN

                     ____________________________________
                           Amendment and Restatement
                            Effective March 1, 1995
                     ____________________________________



            WHEREAS, Mark IV Industries, Inc., a Delaware corporation whose
corporate headquarters is located at One Towne Centre, 501 John James Audubon
Parkway, Amherst, New York (the "Company") adopted an executive bonus plan to
enable the Company to reward certain of its key executives for implementing
management policies and procedures which substantially improve the
profitability of the Company and the Company's value to its stockholders; and

            WHEREAS, under the terms of Section 162(m) of the Internal Revenue
Code of 1986, as amended, the amount of the compensation which is paid by the
Company to any of its employees may be limited if the amount of such
compensation is not determined by reference to certain performance related
goals which are established by a committee of outside directors and approved
by the Company's stockholders; and

            WHEREAS, the Board of Directors of the Company has heretofore
authorized the adoption of this amendment and restatement to the Company's
executive bonus plan and the submission of this amendment and restatement of
the Company's executive bonus plan to the Company's stockholders for their
approval in order to insure that the Company will continue to be able to
attract, motivate and retain the services of highly qualified individuals as
executives of the Company without subjecting the Company to the risk that
amounts paid to such executives under this amendment and restatement of the
Company's executive bonus plan will not be fully deductible;

            NOW, THEREFORE, in consideration of the foregoing, the Company
hereby adopts the following as the Executive Bonus Plan of Mark IV Industries,
Inc. (the "Plan") effective March 1, 1995:


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                                  ARTICLE 1.
                         Eligibility and Participation


      1.01  Eligible Employees.  For purposes of this Plan, the term "Eligible
Employee" means each employee of the Company whose principal place of
employment is at the Company's headquarters at One Towne Centre, 501 John
James Audubon Parkway, Amherst, New York (or such other location at which the
Company's headquarters may, from time to time, be located) and who, either:
(a) by virtue of his position, duties and responsibilities with respect to the
operations of the Company, is required, pursuant to the applicable provisions
of the Securities Act of 1934, as amended, to report to the U.S. Securities
and Exchange Commission the amount of and any changes in his ownership of any
common stock or other equity securities of the Company; or (b) is entitled to
receive a bonus, to the extent bonuses are otherwise payable under the terms
of this Plan, under the terms of a written employment agreement between the
Company and such employee.

      1.02  Participation.  Unless otherwise specifically determined by the
Compensation Committee of the Company's Board of Directors (hereinafter the
"Committee") as provided for in Section 2.05 hereof, each Eligible Employee as
defined in Section 1.01 above shall be entitled to receive an incentive bonus
award for each fiscal year of the Company in which this Plan is in effect in
an amount determined in accordance with the provisions of Article 2 hereof.


                                  ARTICLE 2.
              Determination and Payment of Incentive Bonus Awards


      2.01  Establishment of Performance Goals.  On or before May 30 of each
fiscal year of the Company in which this Plan is in effect, (or, in the event
the Company's fiscal year begins on any date other than March 1 of any
calendar year, no later than ninety (90) days following the beginning of such
fiscal year), the Committee shall establish a performance goal which must be
achieved by the Company for the fiscal year of the Company in which such
performance goal is established in order for any incentive bonus to be payable
to Eligible Employees under the terms of this Plan with respect to such fiscal
year.  The performance goal to be established by the Committee as provided for
above in this Section 2.01 shall be based on an objective and quantifiable
measure of the Company's earnings.

      On or before the date described in the preceding paragraph, the
Committee shall deliver a written statement to the Company's Board of
Directors which contains a description of the performance goal established by
the Committee and an objective and quantifiable method for determining the
amount of the Company's earnings and for determining whether or not the
performance goal as established by the Committee has been achieved.


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      2.02  Determination of Incentive Bonus Awards.  As soon as practicable
following the release of the audited financial statements of the Company for
each fiscal year of the Company in which this Plan is in effect, the Committee
shall, based on such audited financial statements, determine if the
performance goal established by the Committee for such fiscal year (as
determined from the written statement filed by the Committee with the
Company's Board of Directors pursuant to section 2.01 hereof) has been met or
exceeded by the Company.

            If and to the extent that the earnings of the Company (as
determined from the description of such earnings contained in the written
statement filed by the Committee with the Company's Board of Directors
pursuant to Section 2.01 hereof) exceed the earnings performance goal as
established by the Committee pursuant to Section 2.01 hereof, the amount of
any such excess (hereinafter referred to as the "Bonus Pool") shall be
allocated to Eligible Employees in the manner described in Section 2.03
hereof.

      2.03  Allocation of Incentive Bonus Awards.  Subject to the provisions
of Sections 2.04 and 2.05 hereof, the amount of the Bonus Pool which shall be
allocated to each Eligible Employee shall be equal to that portion of the
Bonus Pool which: (a) the base salary of the Eligible Employee for the fiscal
year of the Company with respect to which the Bonus Pool relates, bears to (b)
the sum of the base salaries of all Eligible Employees for such fiscal year. 
For purposes of this Section 2.03, the base salary of an Eligible Employee and
the sum of the base salaries of all Eligible Employees shall be determined:
(x) as of the beginning of the fiscal year of the Company with respect to
which an incentive bonus award is payable; and (y) using the amount of the
base salary which is payable to the Eligible Employee, regardless of whether
or not such base salary is actually paid to the Eligible Employee as a result
of the deferral of the payment of such base salary made by the Eligible
Employee under the terms of the Non-Qualified Plan of Deferred Compensation of
Mark IV Industries, Inc. (the "Deferred Comp. Plan").  Accordingly, the
termination of any Eligible Employee's employment for any reason at any time
during the fiscal year shall not affect the percentage of the Bonus Pool to be
allocated to an Eligible Employee.

      2.04  Maximum Amount of Incentive Bonus Award.  Notwithstanding the
foregoing, in no event shall the amount of the incentive bonus which is
payable to any Eligible Employee pursuant to the terms of this Plan exceed two
hundred percent (200%) of the actual base salary which is payable to any such
Eligible Employee (whether or not deferred pursuant to the Deferred Comp.
Plan) as determined for each calendar month for the 12 calendar months of the
fiscal year of the Company with respect to which such incentive bonus is
payable.  In addition, notwithstanding anything to the contrary contained in
any other provision of this Plan, in no event shall any Eligible Employee be
entitled to payment of an incentive bonus under the terms of this Plan which
exceeds $2,000,000 for any fiscal year of the Company.


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      2.05  Discretion to Reduce Incentive Bonus Award.  The Committee may, in
its discretion, decrease the amount of the incentive bonus awards which would
otherwise be payable to all Eligible Employees pursuant to the foregoing
provisions of this Plan.  Any such reduction in the amount of the incentive
bonus awards which are otherwise payable to Eligible Employees shall be made
on a pro-rata basis among all the Eligible Employees so that the percentage
reduction in the incentive bonus award for each of the Eligible Employees is
the same as the percentage reduction in the amount of the incentive bonus
award for all other Eligible Employees.  In addition, the Committee may, in
its discretion, determine that no incentive bonus shall be paid to any of the
Eligible Employees even though the Company has achieved its performance goal. 
The determination of the Committee with respect to the amount of any reduction
in the amount of the incentive bonus awards which would otherwise be payable
to Eligible Employees pursuant to the foregoing provisions of this Plan shall
be conclusive and binding on the Eligible Employees.

      2.06  Certification of Achievement of Performance Goals.  As soon as
practicable following the determination by the Committee of the amount of the
incentive bonus awards to be paid to Eligible Employees pursuant to the terms
of the Plan, the Committee shall certify to the Board of Directors of the
Company, in writing: (a) that the performance goals established by the Company
pursuant to Section 2.01 hereof have been achieved; (b) that the amount of the
incentive bonus awards to be paid to each Eligible Employee have been
determined in accordance with the applicable provisions of this Plan; and (c)
the amount of the incentive bonus awards to be paid to each Eligible Employee.

      2.07  Payment of Incentive Bonus Awards.  Unless an Eligible Employee
has elected to defer his receipt of payment of any incentive bonus award
payable to such Eligible Employee pursuant to the terms of this Plan (as
permitted by the terms of the Deferred Comp. Plan), the Company shall, as soon
as practicable following the Committee's delivery to the Board of Directors of
the Company of the certification as provided for by Section 2.06 hereof, pay
to each Eligible Employee, cash in an amount equal to the incentive bonus
award payable to such Eligible Employee as determined pursuant to the
preceding provisions of this Plan, minus any applicable withholding taxes.


                                  ARTICLE 3.
                                Administration


      3.01  Composition of the Committee.  The Committee shall be composed of
two (2) or more members of the Company's Board of Directors, each of whom
shall be an "outside director" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended and any regulations promulgated
thereunder.

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      3.02  General Duties and Responsibilities of the Committee.  The
Committee shall administer the Plan in accordance with its terms and in such
manner as will result in the amount of the incentive bonus awards payable
under the terms of this Plan being treated as performance based compensation
under the applicable provisions of Section 162(m) of the Internal Revenue Code
of 1986 and the regulations issued thereunder.  The Committee shall have all
powers necessary to carry out the provisions of the Plan.  Any interpretation,
construction or determination made by the Committee in good faith in
connection with its administration of the Plan shall be final, conclusive and
binding upon the Participants and their spouses, estates and beneficiaries. 
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, may employ
attorneys, accountants and such other advisors to advise it with respect to
its duties and obligations as it deems appropriate.

      3.03  Expenses and Compensation.  The expenses necessary to administer
the Plan shall be borne by the Company.  Expenses include, but are not limited
to, expenses involved in retaining any necessary professional assistance. The
Company 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 the Company may receive reasonable compensation for services
rendered in administering this Plan, provided the member performing the
services is not a full-time employee.

      3.04  Information from the Company. To enable the Committee to perform
its functions, the Company shall supply full and timely information to the
Committee on all matters relating to the Eligible Employees, their employment,
their base salaries, their retirement, death, total and permanent disability
or termination of employment, and such other pertinent facts as the Committee
may require.  The Committee is entitled to rely on such information as is
supplied by the Company and shall have no duty or responsibility to verify
such information.

      3.05  Multiple Signatures.  One signature of any member of the Committee
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.  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.


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      3.06  General Liability.  The Company, the Board of Directors of the
Company, the Committee, and any other person authorized to act on behalf of
the Committee with respect to this Plan shall not be liable for any actions
taken or omitted by any of them except for such acts involving gross
negligence or willful misconduct of the party to be charged.  Nothing
contained in this Section 3.06 shall be deemed to release, discharge or
otherwise limit the liability of the Company, and any successor in interest to
the Company, for payment to Eligible Employees of the amount of any incentive
bonus award which has become payable to an Eligible Employee as provided for
in the certification provided to the Company's Board of Directors by the
Committee pursuant to Section 2.06 hereof.


                                  ARTICLE 4.
                           Amendment and Termination

      4.01  Amendment.  The Board of Directors 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.  No amendment to the Plan shall be effective to the extent that it
has the effect of increasing the maximum amount of the incentive bonus award
payable to any Eligible Employee unless the terms of such amendment are
approved by the stockholders of the Company in accordance with the applicable
provisions of the General Corporation Law of the State of Delaware.  In
addition, no amendment shall have the effect of decreasing the amount of any
incentive bonus award which has become payable to an Eligible Employee
pursuant to the terms of the certification to be delivered by the Committee to
the Company's Board of Directors pursuant to Section 2.06 hereof.

      4.02  Termination.  The Company, by action of its Board of Directors,
shall have the right at any time, and without notice to Eligible Employees, to
terminate this Plan and provided that, no such termination shall affect any
Eligible Employee's right to payment of any incentive bonus award after the
amount of such incentive bonus award has been certified to the Company's Board
of Directors as provided for by Section 2.06 hereof.


                                  ARTICLE 5.
                                 Miscellaneous

      5.01  No Rights Created by Plan - Terms of Employment Not Affected. 
Neither the establishment of the Plan nor any modification hereof, nor the
payment of any incentive bonus award hereunder shall be construed as giving to
any Eligible Employee or any other person, any legal or equitable right
against the Company or any officer or employee thereof, or the Committee,
except as herein provided.  Under no circumstances shall participation in this
Plan constitute a contract of continuing employment or in any manner obligate
the Company to continue the services of an Eligible Employee.


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      5.02  Eligible Employee's Rights Unsecured.  This Plan shall at all
times be entirely unfunded and no provision shall at any time be made with
respect to segregating any assets of the Company for payment of any
distributions hereunder.  The rights of an Eligible Employee to receive a
distribution hereunder shall be an unsecured claim against the general assets
of the Company and Eligible Employees shall not have any rights in or against
any specific assets of the Company.

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

      5.04  Execution of Receipts and Releases.  Any payment to any Eligible
Employee 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 Eligible Employee as a condition precedent to
such payment, to execute a receipt and release therefor in such form as it
shall determine.

      5.05  Benefits Non-Assignable.  No incentive bonus which shall be
payable to any Eligible Employee under the terms of this Plan 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 incentive bonus shall in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements or torts or any such person, nor
shall it be subject to attachment or legal process for or against such person,
and the same shall not be recognized by the Committee except to such extent as
may be required by law.

      5.06  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.

      5.07  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.

      5.08  Headings No Part of Plan.  Headings of articles, sections and
subsections herein are inserted for convenience of reference only.  They
constitute no part of this Plan and are not to be construed in the
construction hereof.


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      5.09  Effective Date and Duration.  This Plan shall be effective March
1, 1995 provided that, prior to March 1, 1996, the terms of this Plan are
approved by the stockholders of the Company in accordance with the applicable
provisions of the General Corporation Law of the State of Delaware.  

      IN WITNESS WHEREOF, Mark IV Industries, Inc. has caused this Plan to be
executed as of the 10th day of May, 1995.



                        MARK IV INDUSTRIES, INC.

                        By:   /s/ William P. Montague  
                              -----------------------
                              President