Exhibit 10.18



           NON-QUALIFIED PLAN OF DEFERRED INCENTIVE COMPENSATION
                         FOR EXECUTIVES OF CERTAIN
                   OPERATING DIVISIONS AND SUBSIDIARIES
                        OF MARK IV INDUSTRIES, INC.
                       ____________________________

                     Second Amendment and Restatement
                       ____________________________

                        Effective February 29, 2000



           WHEREAS, effective March 1, 1991, Mark IV Industries, Inc., a
Delaware corporation having its principal place of business at One Towne
Centre, John James Audubon Parkway, Amherst, New York ("Mark IV") established
a non-qualified plan of deferred incentive compensation known as the
"Non-Qualified Plan of Deferred Incentive Compensation for Executives of
Certain Operating Divisions and Subsidiaries of Mark IV Industries, Inc."
(hereinafter the "Plan"); and

           WHEREAS, the purpose of the Plan is to encourage certain officers
and executives of certain direct and indirect wholly owned subsidiaries of
Mark IV to implement management policies and procedures which will increase
the profitability of such direct and indirect wholly owned subsidiaries and to
provide such officers and executives an interest in the overall profitability
of Mark IV; and

           WHEREAS, the Plan provides for the establishment, for accounting
purposes only, of a hypothetical account for each of the officers and
executives that becomes a participant in the Plan and, for each year that such
officers and executives are employed by a business unit of Mark IV which meets
certain profitability objectives, the Plan provides for the crediting to such
hypothetical account of an amount which is up to a stated percentage of the
base compensation earned by such executives for such year; and

           WHEREAS, the stated percentage of the base compensation which
executives that are participants in the Plan are entitled to have deferred for
their benefit under the terms of the Plan and the profitability objectives
which must be met in order for such deferrals to be made are established, from
time to time, by the Committee appointed to administer the Plan unless the
executive is an executive officer of Mark IV, in which case, the stated
percentage of the base compensation and the profitability objectives for all
participants that are employed by the same business unit as the executive who
is an executive officer of Mark IV will be established by the Compensation
Committee of the Board of Directors of Mark IV; and

<PAGE>2

           WHEREAS, the Plan provides that, for purposes of determining the
amounts payable to executives that are participants in this Plan, such
executives shall be permitted to elect to have the amounts which are credited
to their hypothetical accounts established under the Plan, hypothetically
invested in common stock of Mark IV; and

           WHEREAS, effective November 30,1993, Mark IV amended and restated
the Plan to permit certain officers and executives of the direct and indirect
wholly owned subsidiaries and divisions of Mark IV to defer their receipt of
payment of all or any part of any base salary or any bonus or other incentive
compensation which they may be entitled to receive, to provide that the amount
of the base salary and incentive bonus, if any, which a Participant defers
will be credited with hypothetical earnings and paid in accordance with the
terms of this Plan and to make certain other administrative changes; and

           WHEREAS, Mark IV now desires to amend the Plan to provide that,
upon a termination of the Plan, a portion of the amount which would have been
allocated to the Account of the Participant for the entire Plan Year will be
allocated to the Participant's Account and the entire value of the
Participant's Account will be distributed and to make certain other changes in
the manner in which the Plan is administered;

           NOW, THEREFORE, Mark IV hereby adopts the following, effective
February 29, 2000, as the Second Amendment and Restatement of the
Non-Qualified Plan of Deferred Incentive Compensation for Executives of
Certain Operating Divisions and Subsidiaries of Mark IV Industries, Inc.:


                                ARTICLE 1.
                                Definitions

      1.01 Account means the account established and maintained by the
Committee for each Participant to reflect the amount of the deferred
compensation payable to each Participant under the terms of this Plan.  Each
Participant's Account shall contain one Annual Allocation Account for each
Plan Year in which a portion of any Annual Deferred Compensation Commitment is
allocated to the Participant. In addition, if a Participant elects to make a
Compensation Deferral pursuant to Section 2.03 hereof, the Participant's
Account shall also contain a Compensation Deferral Account for each Plan Year
in which the Participant makes a Compensation Deferral.  In addition, each
Participant's Account shall contain an Interest Account which shall reflect
the portion, if any, of each of the Participant's Annual Allocation Accounts
and the portion, if any, of each of the Participant's Compensation Deferral
Accounts which is not allocated to the purchase of Phantom Stock and a Phantom
Stock Account which shall reflect the portion, if any, of each of the
participant's Annual Allocation Accounts and the portion, if any, of each of
the Participant's Compensation Deferral Accounts which is allocated to the
purchase of Phantom Stock.


<PAGE>3

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

      1.03 Annual Allocation Account means a sub-account established and
maintained by the Committee within the Account of each Participant, for each
Plan Year with respect to which a portion of the Annual Deferred Compensation
Commitment for such Plan Year is to be allocated to such Participant, and
which reflects the portion of the Annual Deferred Compensation Commitment, if
any, which is allocated to the Participant's Account for such Plan Year,
adjusted to reflect any earnings thereon as provided for in this Plan.  The
purpose of the Annual Allocation Account is to enable the Committee to
determine the vested portion of the total amount which is credited to the
Participant's Account and attributable to the Participant's share of an Annual
Deferred Compensation Commitment.

      1.04 Annual Deferred Compensation Commitment means: (a) with respect to
each Business Unit in which none of the Participants is an Executive Officer,
the amount, if any, established by the Committee and representing the total
amount of the deferred incentive compensation (excluding interest) which Mark
IV has agreed and committed to allocate and pay with respect to such Plan Year
to all the Participants in such Business Unit; and (b) with respect to each
Business Unit in which any of the Participants is an Executive Officer, the
amount, if any, established  by the Compensation Committee and representing
the total amount of the deferred incentive compensation (excluding interest)
which Mark IV has agreed and committed to allocate and pay with respect to
such Plan Year to all the Participant's in such Business Unit.

      1.05 Applicable Interest Rate means: (a) for Plan Years ending before
November 29, 1993, an annual interest rate equal to the sum of:  (i) one
percent (1%); and (ii) the average of the Prime Rates published in the Wall
Street Journal on March 1, June 1, September 1 and December 1 of each year,
or, if any such date is a Saturday, a Sunday or a legal holiday on which banks
are authorized to be closed, the Prime Rate as published by the Wall Street
Journal on the first day following such date which is not a Saturday, Sunday
or a legal holiday on which banks are authorized to close; and (b) for Plan
Years ending at any time after November 30, 1993, a variable annual interest
rate, adjusted, on a quarterly basis, as of March 1, June 1, September 1 and
December 1 of each calendar year and equaling one hundred twenty percent
(120%) of the Federal long-term interest rate established for such months by
the Secretary of the Treasury pursuant to the provisions of Section 1274 of
the Internal Revenue Code and the regulations thereunder.

      1.06 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.


<PAGE>4



      1.07 Business Unit means any division of Mark IV, any direct or
indirect wholly owned subsidiary of Mark IV, any division of any direct or
indirect wholly owned subsidiary of Mark IV and any combination of any one or
more of any of the foregoing which has been identified by the Committee as a
group for purposes of establishing the profitability objectives which must be
met in order for an Annual Deferred Compensation Commitment to be made on
behalf of Participants that are employed by any member of such group.

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

      1.09 Change in Control means the occurrence of any of the following:
(a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Act")) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act) of more than
twenty percent (20%) of the then outstanding voting stock of Mark IV,
otherwise than through a transaction arranged by, or consummated with the
prior approval of its Board of Directors; or (b) during any period of two
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 of the directors then still in
office who either were directors at the beginning of such period or whose
election or nomination for election was previously so approved) (hereinafter
referred to as the "Continuing Directors") cease for any reason to constitute
a majority thereof; or (c) the shareholders of Mark IV approve a merger or
consolidation of Mark IV with any other corporation, other than a merger or
consolidation which would result in the voting securities of Mark IV
immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity)
at least 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; or (e) the execution by Mark IV of an agreement which, upon consummation
of the transactions contemplated by such agreement, will result in the merger
or consolidation of Mark IV with or into an unaffiliated corporation or other
entity.  Notwithstanding the provisions of Sections 7.01 and 7.02 hereof, the
foregoing 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.

      1.10 Committee means the administrative committee, referred to in
Section 5.01, designated by the Board of Directors of Mark IV to administer
the Plan.


<PAGE>5

      1.11 Compensation means total base salary or wages to be paid by the
Employer during the calendar year which ends with the applicable Plan Year, to
a Participant at his regular rate for services to be rendered during such
calendar year of Mark IV including amounts, if any, contributed to the Mark IV
Savings and Retirement Plan (a master 401(k) plan maintained by Mark IV)
pursuant to a salary deferral election of the Participant made pursuant to the
Mark IV Savings & Retirement Plan, any base salary or wages (but not bonus or
other incentive compensation) whose receipt is deferred by the Participant
pursuant to the terms of a Compensation Deferral made by the Participant
pursuant to this Plan and any amounts deferred by the Participant under the
terms of any plan maintained by Mark IV or the Employer under Internal Revenue
Code Section 125, but excluding bonuses, currently paid incentive
compensation, 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 Mark IV or the Employer for the benefit of any such
Participant.

           In the event that a Participant's employment with his or her
Employer is terminated for any reason whatsoever, the "Compensation" of such
Participant for the Plan Year ending after the date on which such
Participant's employment with the Employer is terminated shall be equal to the
actual total base salary or wages paid by the Employer to such Participant for
the calendar year in which the Participant's employment with the Employer is
terminated.

           The decision of the Committee as to what constitutes Compensation
within the meaning of the foregoing definition shall be conclusive.

      1.12 Compensation Committee means the Compensation Committee of the
Board of Directors of Mark IV Industries, Inc.

      1.13 Compensation Deferral means, for the Plan Year ending February 28,
1994, and for each Plan Year thereafter, (to the extent required by the
context of the applicable provision) either: (a) an election, made by the
Participant in accordance with the provisions of Section 2.03 hereof, to defer
the receipt of payment of any salary, wages, bonus or other incentive
compensation; or (b) the amount, if any, of the salary, wages, bonus or other
incentive compensation payable to a Participant which the Participant has
elected to defer the receipt of payment of pursuant to Section 2.03 hereof and
which Mark IV has agreed and committed to allocate and pay to such Participant
in the future under the terms of this Plan.

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


<PAGE>6

      1.15 Deferred Bonus Percentage means in the case of each Participant,
the maximum percentage of the Compensation payable to such Participant with
respect to a Plan Year which may be contributed to the Annual Allocation
Account established for such Participant for such Plan Year.  In the case of a
Participant who is not an Executive Officer, the Deferred Bonus Percentage
shall be established by the Committee.  In the case of a Participant who is an
Executive Officer, the Deferred Bonus Percentage shall be established by the
Compensation Committee.

      1.16 Dollar Value means, an amount equal to the sum of: (a) the total
of the dollar amounts credited to the Interest Account portion of each of the
Annual Allocation Accounts contained within a Participant's Account, if any,
under the terms of the Plan, including all interest credited thereon as
provided for in this Plan; and (b) the total of the dollar amounts credited to
the Interest Account portion of the Compensation Deferral Account contained
within a Participant's Account, if any, including all interest credited
thereon as provided for in this Agreement.

      1.17 Effective Date means March 1, 1991.

      1.18 Employer means, with respect to each Participant (as hereinafter
defined), any division of Mark IV, any direct or indirect wholly owned
subsidiary of Mark IV or any division of any direct or indirect wholly owned
subsidiary for whom such Participant performs personal services for wages as
defined in Section 3121(a) of the Internal Revenue Code.

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

      1.20 Executive Officer means an individual who, by virtue of his
position, duties and responsibilities with respect to Mark IV and any of its
direct or indirect wholly owned subsidiaries is required, pursuant to the
applicable provisions of the Securities and Exchange 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
Mark IV.

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

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

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

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



<PAGE>7


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

      1.22 Interest Account means a sub-account established and maintained by
the Committee within each Participant's Account for the purpose of valuing the
portion of each of the Participant's Annual Allocation Accounts, if any, and
the portion of each of the Participant's Compensation Deferral Accounts, if
any, which is not allocated to the purchase of Phantom Stock.

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

      1.24 Participant means any person who has engaged in rendering personal
services for wages (as defined in Section 3121(a) of the Internal Revenue
Code) for any division of Mark IV (other than the Mark IV corporate
headquarters division) or for any direct or indirect wholly owned subsidiary
of Mark IV and who has also been designated as a participant in this Plan by
the Committee, or, in the case of any Executive Officer, who has been
designated as a participant in this Plan by the Compensation Committee and
notified in writing by the Committee that he or she is a Participant in this
Plan.

           For purposes of this Plan, an individual's participation in this
Plan shall be terminated and such individual shall no longer be considered a
Participant for purposes of this Plan upon the date that the amount payable to
such individual under this Plan has been paid in full.  Accordingly, any
individual whose employment with the Employer has been terminated for any
reason whatsoever (including death) shall continue to be considered a
Participant in this Plan until the amount payable to or on behalf of such
individual under this Plan has been paid in full.

      1.25  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, including fractional shares.

      1.26 Phantom Stock Account means a sub-account established and
maintained by the Committee within each Participant's Account for the purpose
of valuing the portion of each of the Participant's Annual Allocation
Accounts, if any, and the portion of each of the Participant's Compensation
Deferral Accounts, if any, which is allocated to the purchase of Phantom
Stock.

      1.27 Plan means this non-qualified plan of deferred incentive
compensation known as the Non-Qualified Plan of Deferred Incentive
Compensation for Executives of Certain Operating Divisions and Subsidiaries of
Mark IV Industries, Inc.

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


<PAGE>8

      1.29 Share Value means an amount equal to: (a) the sum of: (i) the
number of shares of Phantom Stock, if any, credited to the Phantom Stock
Account portion of each of the Annual Allocation Accounts contained within a
Participant's Account; and (ii) the number of shares of Phantom Stock, if any,
credited to the Phantom Stock Account portion of each of the Compensation
Deferral Accounts contained within a Participant's Account; multiplied by (b)
the applicable price per share of common stock of Mark IV as determined
pursuant to Section 3.06 hereof.

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

      1.31 Vesting Computation Period means each Plan Year.

      1.32 Year of Service means each Plan Year in which the Participant
completes at least twelve (12) months of service.  For purposes of determining
the number of Years of Service completed by a Participant, a Participant shall
be deemed to complete one month of service for each calendar month in which
the Participant is employed by the Employer and is paid, or entitled to
payment from the Employer for services rendered, including, calendar months in
which the Participant performs no duties for the Employer but is entitled to
payment due to vacation, illness, Employer approved sick or disability leave,
Employer approved leave of absence, military leave or jury duty.

                                ARTICLE 2.

                  Annual Deferred Compensation Commitment
                                    and
                          Compensation Deferrals


      2.01 Annual Deferred Compensation Commitment.  For each Plan Year
(including the Plan Year ending on February 28, 1992) and not later than the
time prescribed by law for the filing by Mark IV of its federal income tax
return for the fiscal year of Mark IV with or within which such Plan Year ends
(including extensions thereof), the Committee shall, with respect to such
fiscal year, establish, for each Business Unit in which none of the
Participant's is an Executive Officer, the amount, if any, of the Annual
Deferred Compensation Commitment to be allocated among the Participants in
each such Business Unit with respect to the Plan Year ending with or within
such fiscal year.

           In addition, for each Plan Year (including the Plan Year ending on
February 28, 1994), and not later than the time prescribed by law for the
filing by Mark IV of its federal income tax return for the fiscal year of Mark
IV with or within which such Plan Year ends (including extensions thereof),
the Compensation Committee shall, with respect to such fiscal year, establish
for each Business Unit which includes any Participant who is an Executive
Officer, the amount, if any, of the Annual Participant's in each such Business
Unit with respect to the Plan Year ending with or within such fiscal year.


<PAGE>9

           The amount of the Annual Deferred Compensation Commitment for any
Plan Year as established by the Committee and the Compensation Committee shall
represent the amount which Mark IV has agreed to allocate to the Accounts of
Participants in the Plan as of the end of the Plan Year for which such Annual
Deferred Compensation Commitment has been made and no segregation of any
assets of Mark IV for the purpose of paying such Annual Deferred Compensation
Commitment shall be required.

      2.02 Determination of Annual Deferred Compensation Commitment.  For
purposes of determining the portion of the Annual Deferred Compensation
Commitment, if any, to be allocated to the Account of a Participant for a Plan
Year, the Committee, (in the case of each Business Unit which does not include
any Participants who are Executive Officers), and the Compensation Committee
(in the case of each Business Unit which includes any Participant who is an
Executive Officer) shall, on or before the end of each Plan Year, establish
profitability objectives for each Business Unit which the Employer of any
Participant is a member of.  In addition, for purposes of determining the
portion of the Annual Deferred Compensation Commitment, if any, to be
allocated to the Account of a Participant for a Plan Year, the Committee (in
the case of a Participant who is not an Executive Officer) and the
Compensation Committee (in the case of a Participant who is an Executive
Officer) shall establish a Deferred Bonus Percentage for such Participant.
The amount of such Deferred Bonus Percentage and the nature and level of the
profitability objectives may vary for each Plan Year.

           The Committee, if requested by a Participant, in writing, shall
provide such Participant, with a written statement of the amount of the
Deferred Bonus Percentage and the nature and level of the profitability
objectives which have been established for a Plan Year with respect to the
Participant and the Business Unit which the Participant's Employer is a member
of.
           Thereafter, as soon as practicable following the end of each Plan
Year, the Committee (in the case of each Business Unit which does not include
any Participants who are Executive Officers) and the Compensation Committee
(in the case of each Business Unit which includes any Participant who is an
Executive Officer) shall determine whether the profitability objectives for
each Business Unit have been met.

           If the Committee or the Compensation Committee (as the case may
be) determines that the profitability objectives established for a Business
Unit have been met, the Committee or the Compensation Committee (as the case
may be) shall establish the amount of the Annual Deferred Compensation
Commitment which is to be allocated among the Participants in each such
Business Unit.

           If the Committee or the Compensation Committee (as the case may
be) determines that the profitability objectives established for a Business
Unit have not been met, unless otherwise determined by the Committee (in the
case of a Business Unit which does not include any Participants who are
Executive Officers) or the Compensation Committee (in the case of a Business


<PAGE>10

Unit which includes any Participant who is an Executive Officer), in its
discretion, the Participants whose Employers are members of any such Business
Unit shall not be entitled to receive any portion of any Annual Deferred
Compensation Commitment for such Plan Year.

           Unless otherwise modified or amended by the Committee, if the
Business Unit in which a Participant's Employer is a member meets the
profitability objectives established for such Business Unit for a Plan Year,
Mark IV shall allocate to the Account of each Participant that is employed by
such Business Unit, an amount equal to a percentage of the Deferred Bonus
Percentage established for such Participant, which is the same as the
percentage (but not in excess of one hundred percent (100%) of the base salary
which is payable for such Plan Year under the terms of the Mark IV Industries,
Inc. Executive Bonus Plan to executive officers of Mark IV who are employed at
Mark IV's corporate headquarters. Accordingly, unless the manner for
establishing the amount of the Annual Deferred Compensation Commitment for a
Business Unit is amended or modified by the Committee, if the executive
officers of Mark IV who are employed at Mark IV's corporate headquarters
receive bonuses under the terms of the Mark IV Industries, Inc. Executive
Bonus Plan for a fiscal year of Mark IV which are equal to one hundred percent
(100%) or more of the base salary of such executives, the amount of the Annual
Deferred Compensation Commitment which shall be allocated to the Account of
each Participant which is employed by a Business Unit which has met its
profitability objectives shall be an amount equal to one hundred percent
(100%) of the Deferred Bonus Percentage established for such Participant for
such Plan Year.

           In addition to the foregoing in the event that this Plan is
terminated, for any reason, during a Plan Year, the Committee shall allocate
to the Account of each Participant, an amount equal to the Deferred Bonus
Percentage established for such Participant for the Plan Year ending
immediately prior to the Plan Year in which the Plan is terminated multiplied
by the actual amount of Compensation paid to the Participant (including
amounts, if any, contributed to the Mark IV Savings & Retirement Plan pursuant
to a salary deferral election of the Participant, any base salary or wages
whose receipt has been deferred pursuant to the terms of a Compensation
Deferral made by the Participant pursuant to the terms of this Plan and any
amounts deferred by the Participant under the terms of any plan maintained by
Mark IV or the Employer under Code Section 125) for the calendar year in which
the Plan is terminated.

      2.03 Compensation Deferrals. For each Plan Year beginning with the Plan
Year ending February 28, 1994, each Participant that is provided written
notice of his eligibility to defer his receipt of Compensation for such Plan
Year 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 in any
bonus or other incentive compensation plans which are maintained by Mark IV or
any of its direct or indirect wholly owned subsidiaries and in which such
Participant is eligible to participate.  If a Participant makes a Compensation


<PAGE>11

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, 1994, 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.

           In addition, for the Plan Year beginning March 1, 1994, and for
each Plan Year thereafter, each Participant that is eligible to defer his
receipt of any Compensation 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 any portion of the salary or
wages to which he is entitled for the Plan Year beginning March 1, 1994 or for
any Plan 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 for in
this Plan, shall represent the amount which Mark IV has agreed to pay to the
Participant that makes such Compensation Deferral and no segregation of any
assets of Mark IV for the purpose of paying such Compensation Deferral shall
be required.

      2.04 Compensation Deferral Elections.  A Participant that is eligible to
make Compensation Deferrals 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 Participant's salary or wages which the
Participant elects to defer the receipt of together with a description of the
portion of the bonus or other incentive compensation which the Participant
elects to defer the receipt of (a "Deferred Compensation Election Form").  The
Deferred Compensation Election Form shall also contain a statement of the
period of time over which payment of the Participant's salary, wages, bonus or
other incentive compensation is to be deferred (which period of time may
extend beyond the Participant's Normal Retirement Date and may be different
for separate and distinct portions (identified by the Participant) of the
salary or wages, bonus or incentive compensation which the Participant has
elected to defer) and a statement of the portion of the Participant's salary,
wages, bonus or other incentive compensation which is to be allocated to the
purchase of Phantom Stock (which portion may be different for separate and
distinct portions of the salary, wages, bonus or other 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 Plan 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


<PAGE>12

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 Plan 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 immediately following the date the Participant
delivers his Deferred Compensation Election Form to the Committee.  Therefore,
in the event that a Participant that is eligible to defer his Compensation
desires to defer the receipt of any portion of the salary or wages which he is
otherwise entitled to for a Plan Year following the Plan 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 that a Participant that is eligible to defer the receipt of his
Compensation 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 that is eligible to defer the receipt of payment
of a portion of his Compensation desires to defer a portion of his
Compensation effective March 1, 1994, the Participant shall deliver an
executed Deferred Compensation Election Form to the Committee on or before
March 1, 1994.  If a Participant desires to defer the receipt of any portion
of his salary, wages, bonus or other incentive compensation for any Plan Year
beginning on or after March 1, 1994, the Participant shall deliver an executed
Deferred Compensation Election Form to the Committee on or before the last day
of February of the Plan Year preceding the Plan Year in which the Participant
desires to have the receipt of such Compensation deferred.

      2.05 Allocation of Forfeitures. The amounts, if any, forfeited in
accordance with Section 4.06 hereof shall not be reallocated among the
remaining Participants.

      2.06 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.


<PAGE>13
                                 ARTICLE 3.
                    Accounts, Allocations and Earnings

      3.01 Participant's Account.  The Committee shall establish and maintain
an Account in the name of each Participant.  In addition, for each Plan Year
in which an Annual Deferred Compensation Commitment is made with respect to
any Business Unit pursuant to this Plan, the Committee shall establish and
maintain an Annual Allocation Account (as a sub-account within the Account of
each Participant whose Employer is a member of such Business Unit), to which
the Committee shall credit each such Participant's share of the Annual
Deferred Compensation Commitment made with respect to such Business Unit for
such Plan Year.  Finally, beginning with the Plan Year ending February 28,
1994, and for each Plan Year thereafter in which a Participant makes a
Compensation Deferral, the Committee shall establish and maintain a
Compensation Deferral Account (as a sub-account within the Account of each
Participant that has made a Compensation Deferral) which the Committee shall
credit with the amount of the Compensation Deferral made by such Participant
for such Plan Year pursuant to the terms of the Deferred Compensation Election
Form executed by the Participant.

           For purposes of determining the value of a Participant's Account,
the Committee shall establish and maintain an Interest Account (as a
sub-account within each Participant's Account) which shall reflect the portion
of each of the Annual Allocation Accounts contained within the Participant's
Account, if any, and the portion of each of the Compensation Deferral Accounts
contained within the Participant's Account, if any, which is not allocated by
the Participant to the purchase of Phantom Stock.  In addition, for purposes
of determining the value of a Participant's Account, the Committee shall
establish and maintain a Phantom Stock Account (as a sub-account within each
Participant's Account) which shall reflect the portion of each of the Annual
Allocation Accounts contained within the Participant's Account, if any, and
the portion of each of the Compensation Deferral Accounts contained within the
Participant's Account if any, which is allocated by the Participant to the
purchase of Phantom Stock.

           Accordingly, based on the foregoing, each Participant's Account
may contain one or more Compensation Deferral Accounts and one or more Annual
Allocation Accounts.  In addition, for purposes of determining the value of a
Participant's Account, each of the Annual Allocation Accounts contained within
a Participant's Account and each of the Compensation Deferral Accounts
contained within a Participant's Account may be allocated, in whole or in part
and pursuant to the written instructions of the Participant, to the Interest
Account and the Phantom Stock Account.

           The value of each Participant's Account as determined pursuant to
Sections 3.04 or 3.05 hereof, whichever is applicable, shall reflect the
aggregate amount which Mark IV has agreed and committed to pay to the
Participant on whose behalf such Account has been established and no trust or
other fund shall be established by Mark IV to pay the amount reflected by such
Account and no segregation of any assets of Mark IV to such Account shall be
required.


<PAGE>14

      3.02 Allocations to Phantom Stock Account and Interest Account.Except
as otherwise provided by Section 3.05 hereof, the Committee shall allocate a
portion of the Annual Deferred Compensation Commitment which is allocated to
each of the Participant's Annual Allocation Accounts and a portion of each
Compensation Deferral made on behalf of a Participant to the purchase of
Phantom Stock in accordance with the written instructions of the Participant
delivered to the Committee in accordance with the following paragraphs of this
Section 3.02.

           On or before April 30 of each Plan Year following the first Plan
Year, each Participant may deliver to the Committee, a written statement
setting forth the portion, if any, of the Annual Deferred Compensation
Commitment made on behalf of the Participant for the immediately preceding
Plan Year (if any) which the Participant desires to allocate to the purchase
of Phantom Stock. If the Participant delivers any such written statement to
the Committee, the Committee shall credit the Participant's Phantom Stock
Account and the Annual Allocation Account to be established with respect to
the Annual Deferred Compensation Commitment made on behalf of the Participant
for the immediately preceding Plan Year with the number of shares of Phantom
Stock which could be purchased at a price per share determined pursuant to
Section 3.06 hereof using the portion of the Annual Deferred Compensation
Commitment which is to be allocated to the Participant's Annual Allocation
Account for such Plan Year to the extent that the Participant desires to
allocate to the purchase of common stock of Mark IV as described in the
written statement delivered to the Committee by the Participant.

           In the event a Participant fails to deliver any such written
statement to the Committee within the time set forth above, the Participant
shall be deemed to have elected not to have any portion of the amount of the
Annual Deferred Compensation Commitment made on his behalf for the immediately
preceding Plan Year (if any) and which is allocated to his Annual Allocation
Account for the immediately preceding Plan Year, allocated to the purchase of
Phantom Stock and the entire portion of the Annual Deferred Compensation
Commitment which is to be allocated to the Participant's Annual Allocation
Account for the immediately preceding Plan Year shall be deemed to be
allocated to the Interest Account established for the Participant.  In
addition, any portion of an Annual Deferred Compensation Commitment made to a
Participant's Annual Allocation Account for a Plan Year which the Participant
has not allocated to the purchase of Phantom Stock pursuant to the preceding
paragraph shall be deemed to be allocated to the Interest Account established
for the Participant.

           Effective for the Plan Year ending February 28, 1994 and for each
Plan Year thereafter, each Participant that has elected to have a Compensation
Deferral made to the Plan on his behalf shall specify in the Compensation
Deferral Election Form which the Participant has delivered to the Committee in
connection with such Compensation Deferral, the portion, if any, of the salary
and wages deferred in connection with such Compensation Deferral and the
portion, if any, of the bonus and other incentive compensation deferred in
connection with such Compensation Deferral which the Participant desires to
allocate to the purchase of Phantom Stock.


<PAGE>15

           If the Participant specifies in a Compensation Deferral Election
Form that a portion of the salary or wages deferred by the Participant in
connection with the Compensation Deferral to which such Compensation Deferral
Election Form relates is to be allocated to the purchase of Phantom Stock, the
Committee shall credit such Participant's Phantom Stock Account and the
Compensation Deferral Account established in connection with such Compensation
Deferral with the number of shares of Phantom Stock, if any, which could be
purchased at the time such salary or wages are deemed to be allocated to the
Participant's Account (as determined pursuant to Section 3.03 hereof) at a
price per share determined pursuant to Section 3.06 hereof, using the portion
of the salary or wages deferred by the Participant in connection with such
Compensation Deferral to the extent that such portion is to be allocated to
the purchase of Phantom Stock, as provided for by the Participant's
Compensation Deferral Election Form.  If a Participant specifies in a
Compensation Deferral Election Form that a portion of the bonus or other
incentive compensation deferred by the Participant in connection with the
Compensation Deferral to which such Compensation Deferral Election Form
relates is to be allocated to the purchase of Phantom Stock, the Committee
will credit such Participant's Phantom Stock Account and the Compensation
Deferral Account established in connection with such Compensation Deferral
with the number of shares of Phantom Stock, if any, which could be purchased
at the time such bonus or other incentive compensation is deemed to be
allocated to the Participant's Account (as determined pursuant to Section 3.03
hereof) at a price per share determined pursuant to Section 3.06 hereof using
the portion of the bonus or other deferred compensation deferred by the
Participant in connection with such Compensation Deferral to the extent that
such portion is to be allocated to the purchase of Phantom Stock as provided
for by the Participant's Compensation Deferral Election Form.

           If a Participant that has elected to have a Compensation Deferral
made to the Plan on his behalf does not specify in the Deferred Compensation
Election Form which the Participant has delivered to the Committee in
connection with such deferral the portion, if any, of the salary and wages
deferred in connection with such Compensation Deferral and the portion, if
any, of the bonus and other incentive compensation deferred in connection with
such Compensation Deferral which the Participant desires to allocate to the
purchase of Phantom Stock, the entire portion of such Compensation Deferral
shall be deemed to be allocated to the Interest Account established with
respect to such Participant's Account.  In addition, any portion of a
Participant's Compensation Deferral which the Participant has not allocated to
the purchase of Phantom Stock pursuant to the provisions of the preceding
paragraph shall be deemed to be allocated to the Interest Account established
with respect to such Participant's Account.

           On or before April 30 of each Plan Year, each Participant may
deliver to the Committee a written statement directing the Committee to
increase or decrease the portion of any Annual Allocation Account or the
portion of any Compensation Deferral Account of a Participant which was
allocated to the purchase of Phantom Stock as of the end of the immediately
preceding Plan Year.  In the event a Participant fails to deliver such written

<PAGE>16

statement to the Committee within the time set forth above, the Participant
shall be deemed to have elected to have the entire portion, if any, of each
Annual Allocation Account and the entire portion, if any, of each Compensation
Deferral Account which is allocated to the purchase of Phantom Stock,
reallocated to the Interest Account.

      3.03 Time of Allocation.  For purposes of determining the Dollar Value
and the Share Value of a Participant's Account: (a) the portion 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 with respect to
such Compensation Deferral, as of the end of the calendar month during which
the services giving rise to such salary or wages were performed; (c) the
amount of any bonus or other incentive compensation deferred by a Participant
in connection with a Compensation Deferral shall be deemed to be credited to
such Participant's Account, and to the Compensation Deferral Account
established for the Participant with respect to such Compensation Deferral, 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) any additional allocation made to a Participant's Account
upon the termination of the Plan as provided for by Section 2.02 hereof shall
be deemed to be allocated to the Participant's Account and to an Annual
Allocation Account which shall be established by the Committee with respect to
such Participant, as of the effective date of termination of this Plan.

      3.04 Valuation of Accounts.  Except as otherwise provided by Section
3.05 hereof, the value of the Account of any Participant at any time shall be
equal to the sum of: (a) the Dollar Value, if any, of each Annual Allocation
Account of the Participant; (b) the Share Value, if any, of each Annual
Allocation Account of the Participant; (c) the Dollar Value, if any, of each
Compensation Deferral Account of the Participant; and (d) the Share Value, if
any, of the Compensation Deferral Account of the Participant.

      3.05 Special Rules for Valuing Accounts of Executive Officers.  (a) If
a Participant becomes an Executive Officer, the value of such Participant's
Account shall, notwithstanding the provisions of Section 3.04 hereof, be equal
to the greater of the Dollar Value of the Dollar Value Account (as hereinafter
defined) and the Share Value of the Share Value Account (as hereinafter
defined).

      (b)  For purposes of making the value comparison required by Section
3.05(a) above, the Committee shall, as of the end of the calendar month in
which a Participant becomes an Executive Officer, establish for such
Participant, two (2) separate hypothetical accounts to which all amounts
theretofore and thereafter credited to the Account of the Participant in
connection with the Annual Deferred Compensation Commitments and Compensation


<PAGE>17

Deferrals made with respect to such Participant shall be credited.  One of
such hypothetical accounts shall not be deemed to be credited with any Phantom
Stock (hereinafter the "Dollar Value Account") and the other hypothetical
account (hereinafter the "Share Value Account") shall be credited exclusively
with Phantom Stock.  On the date these accounts are established for the
Participant that is an Executive Officer, each Account shall have the same
value, which value shall be the value of the Participant's Account as of such
date determined in accordance with Sections 3.05(d) and (e) below.

           (c)   After a Participant has become an Executive Officer and a
Dollar Value Account and a Share Value Account have been established for such
Participant by the Committee, thereafter, the entire amount of any Annual
Deferred Compensation Commitment to be allocated to the Participant's Account
after the Participant becomes an Executive Officer and the entire amount of
any Compensation Deferrals to be allocated to the Participant's Account after
the Participant becomes an Executive Officer shall be allocated both to the
Participant's Dollar Value Account and the Participant's Share Value Account.
The number of shares of Phantom Stock which shall be allocated to the Share
Value Account in connection with any such subsequent allocation shall be equal
to the number of the shares of Phantom Stock which could be purchased at a
price per share which is the same as the price per share established by
Section 3.06 hereof for additional Compensation Deferrals of a similar nature
(salary, wages, bonuses or incentive compensation) and the price per share
established by Section 3.06 hereof for additional Annual Deferred Compensation
Commitments made pursuant to the Plan.

           (d)   The initial value of the Dollar Value Account shall be
determined by adding to the Interest Account portion of each of the
Participant's Annual Allocation Accounts and to the Interest Account portion
of each of the Participant's Compensation Deferral Account in the case of an
Annual Allocation Account, an amount equal to the price per share of common
stock of Mark IV as determined pursuant to Section 3.06 hereof multiplied by
the number of shares of Phantom Stock allocated to the Phantom Stock Account
portion of such Annual Allocation Account and in the case of a Compensation
Deferral Account, an amount equal to the price per share of common stock of
Mark IV as determined pursuant to Section 3.06 hereof multiplied by the number
of shares of Phantom Stock allocated to the Phantom Stock Account portion of
such Compensation Deferral Account.  The sum of such amounts shall be deemed
to be the initial value of the Dollar Value Account of such Participant.
Thereafter, any increases in the value of the Dollar Value Account shall be
attributable solely to additional allocations to such Participant's Account of
a portion of any Annual Deferred Compensation Commitment, additional
Compensation Deferrals made by the Participant and any interest attributable
to the amounts credited to such Dollar Value Account, as determined pursuant
to Section 3.09 hereof.

           (e)   The initial number of shares of Phantom Stock credited to
the Share Value Account of a Participant shall be determined by adding to the
Phantom Stock Account portion, if any, of each of the Participant's Annual
Allocation Accounts and to the Phantom Stock Account portion, if any, of each
of the Participant's Compensation Deferral Accounts in the case of an Annual

<PAGE>18

Allocation Account, an amount equal to the number of shares of Phantom Stock,
if any, which could be purchased, at a price per share of common stock of Mark
IV determined pursuant to Section 3.06 hereof, using the Interest Account
portion, if any, of such Annual Allocation Account and, in the case of a
Compensation Deferral Account, an amount equal to the number of shares of
Phantom Stock, if any, which could be purchased at a price per share of common
stock of Mark IV determined pursuant to Section 3.06 hereof, using the
Interest Account portion, if any, of such Compensation Deferral Account. The
sum of the total number of shares of Phantom Stock determined above in this
Section 3.05(e) shall be deemed to be the initial number of shares of Phantom
Stock credited to the Phantom Stock Account of the Participant. Thereafter,
any increases in the value of the Share Value Account shall be attributable
solely to additional increases in the price per share of Phantom Stock
allocated to such Account at the time of its establishment and to additional
shares of Phantom Stock allocated to such Share Value Account in connection
with additional allocations of the Annual Deferred Compensation Commitment and
additional Compensation Deferrals.

      3.06 Pricing of Mark IV Common Stock.   For purposes of determining
the number of shares contained in the portion of the Annual Deferred
Compensation Commitment, if any, which is to be allocated, pursuant to Section
3.02 or Section 3.05 hereof, to the purchase of Phantom Stock, 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, 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.

           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 a provided for by Section 2.03 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 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 as provided for by Section 2.03 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 for
the Plan Year for which such bonus or other incentive compensation was
deferred.  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.


<PAGE>19


           For purposes of determining the number of additional shares of
Phantom Stock to be allocated to any Annual Allocation Account or any Deferred
Compensation Account of a Participant in connection with any cash dividends
payable with respect to shares of Phantom Stock allocated to any Annual
Allocation Accounts or any Deferred Compensation Accounts of a Participant,
the price per share of common stock of Mark IV which shall be used to
determine the number of additional shares of Phantom Stock to be allocated to
any such Annual Allocation Accounts and any such Deferred Compensation
Accounts shall 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
calendar month ending immediately prior to the date on which such cash
dividend is declared.

           For purposes of determining the number of additional shares of
common stock of Mark IV to be allocated to any Annual Allocation Account or
any Compensation Deferral Account of a Participant, if, as provided by Section
3.02 hereof, a Participant delivers a written statement to the Committee which
directs the Committee to increase the portion of any of his Annual Allocation
Accounts or the portion of any of his Compensation Deferral Accounts which is
allocated to the purchase of Phantom Stock, the price per share of common
stock of Mark IV shall be the average of the closing prices per share of
common stock of Mark IV during the month of February of the immediately
preceding Plan Year, 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.

           For purposes of determining number of shares of common stock of
Mark IV which will be removed from any Annual Allocation Account of a
Participant or any Compensation Deferral Account of a Participant if, as
provided by Section 3.02 hereof, a Participant delivers a written statement to
the Committee which directs the Committee to decrease the portion of any of
his Annual Allocation Accounts or the portion of any of his Deferred
Compensation Accounts which is allocated to the purchase of Phantom Stock the
price per share of common stock of Mark IV shall be the average of the closing
prices per share of common stock of Mark IV during the month of February of
the immediately preceding Plan Year as reported by the New York Stock Exchange
Composite Index.

           For purposes of determining the initial value of the Dollar Value
Account of a Participant and the initial number of shares of Phantom Stock to
be credited to the Share Value Account of a Participant as required by Section
3.05(d) above, 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 calendar
month in which the Participant becomes an Executive Officer.


<PAGE>20

           For purposes of determining the Share Value of a Participant's
Account in order to determine the amount which is to be distributed to a
Participant following a termination of the Plan, the price per share of common
stock of Mark IV shall be the price per share of common stock of Mark IV on
the date the termination of the Plan is effective, as reported by the New York
Stock Exchange Composite Index, or, if the Plan has been terminated after Mark
IV has entered into any agreement providing for the merger or consolidation of
Mark IV with or into an unaffiliated corporation or other entity,  the price
per share as set forth in such agreement.

           For purposes of determining the Share Value of a Participant's
Account if the Participant's employment with the Employer is terminated as a
result of the Participant's retirement, death or suffering of a total and
permanent disability, or if the Participant voluntarily terminates his
employment with his Employer, 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.

           Notwithstanding the foregoing, in no event shall the price per
share of any Phantom Stock allocated to the Annual Allocation Account or the
Compensation Deferral Account of a Participant be less than the price per
share of common stock of Mark IV used by the Company for purposes of
calculating the number of shares of Phantom Stock to be allocated to the
Participant's Annual Allocation Account or Compensation Deferral Account at
the time such shares of Phantom Stock are allocated to the Participant's
Annual Allocation Account or Compensation Deferral Account adjusted, if
applicable, as provided for by Section 3.07 hereof.  In addition, if a
Participant's employment with his or her Employer is terminated for cause as
described in Section 3.09 hereof, subject to the provisions of the preceding
sentence, the price per share of any Phantom Stock allocated to the Annual
Allocation Account or the Compensation Deferral Account of such Participant
shall equal the price per share of common stock of Mark IV as reported by the
New York Stock Exchange Composite Index on the day on which the Participant's
employment with the Employer is terminated for cause.


<PAGE>21

      3.07 Anti-Dilution Provisions.    The aggregate number of shares of
common stock of Mark IV allocated to each Annual Allocation Account and to
each Compensation Deferral Account of a Participant 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.

      3.08 Fractional Shares and Dividends.   In the event that any cash
dividends are paid with respect to any common stock of Mark IV, an amount
equal to the amount of the cash dividends which would be payable with respect
to any Phantom Stock allocated to any of the Participant's Annual Allocation
Accounts or the Participant's Compensation Deferral Accounts shall be deemed
to be allocated by the Committee to the portion of the Participant's Annual
Allocation Account and the portion of the Participant's Compensation Deferral
Account, if any, which is allocated to the purchase of Phantom Stock as of the
date for payment of such cash dividends specified by Mark IV in the resolution
authorizing the payment of such cash dividends.  Any such cash dividends shall
then be converted to shares of Phantom Stock at a price per share determined
pursuant to Section 3.06 hereof.

           In addition, if any fractional shares of common stock of Mark IV
would result from the allocation of any Annual Deferred Compensation
Commitment or any Compensation Deferral to a Participant's Account, in
connection with any change in the portion of any Participant's Annual
Allocation Account or any Compensation Deferral Account allocated to the
purchase of Phantom Stock 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 portion of such
Participant's Annual Allocation Account and the portion of such Participant's
Compensation Deferral Account which is allocated to the purchase of Phantom
Stock.

      3.09  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 and, in the case of a
Participant that is an Executive Officer, the Dollar Value of the
Participant's Dollar Value Account by an amount equal to the Applicable
Interest Rate multiplied by the Dollar Value of such Participant's Account
determined as of the end of the 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, and, in the case of a Participant that is an Executive Officer, the
Dollar Value of the Participant's Dollar Value Account by an amount equal to

<PAGE>22

the amount of interest 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 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 3.09, the amount of the interest to
be allocated to the Participant's Account as of the end of such 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.

           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, and, in the case of a Participant that is an Executive
Officer, the Dollar Value of the Participant's Dollar Value Account by an
amount equal to the amount of interest which would have been earned by the
Dollar Value of the Participants' Account determined as of the end of the Plan
Year ending prior to the Participant's death, retirement or Total and
Permanent Disability by applying the Applicable Interest Rate for such
immediately preceding Plan Year (adjusted for 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, and, in the case of a Participant that is an Executive
Officer, the Dollar Value of the Participant's Dollar Value Account by an
amount equal to the amount of interest which would have been earned by
applying the Applicable Interest Rate (adjusted for 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.  Thereafter, the Dollar Value of the Account of a
Participant whose employment with the Employer has been terminated on account
of his death, retirement or suffering of a Total and Permanent Disability,
shall be credited with interest for the period beginning on the date the
Participant's employment with the Employer is terminated as a result of his
death, retirement or Total and Permanent Disability and ending on the date the
value of the Participant's Account is distributed.  For each Plan Year or
portion thereof which elapses during the period beginning on the date a
Participant's employment with the Employer is terminated on account of his
death, retirement or Total and Permanent Disability and ending on the date the
value of the Participant's Account is distributed, the interest rate which
shall be applied to the Dollar Value of the Account of such Participant shall
be the Applicable Interest Rate as in effect for the immediately preceding
Plan Year.

<PAGE>23
           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 Dollar Value of the Participant's Account determined
as of the end of the immediately preceding calendar month shall 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 (adjusted for
periods of less than one 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 a termination of the Plan, the Committee shall increase the
Dollar Value of each Participant's Account and, in the case of a Participant
that is an Executive Officer, the Dollar Value of the Participant's Dollar
Value 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 Plan Year ending prior to the termination of the Plan by 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 termination of the Plan is effective.  In addition, if the Plan is
terminated, 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 Plan is
terminated.

           Notwithstanding anything to the contrary contained in the
preceding paragraphs, no interest shall be credited to any Annual Allocation
Account or any Compensation Deferral Account of a Participant with respect to
any period of time which elapses after the date a Participant's employment
with his or her Employer is terminated if the Participant's employment with
his or her Employer is terminated for cause which shall include, but not be
limited to: (a) willful and continued failure to substantially perform his
duties hereunder other than any such failure  resulting from the Participant's
incapacity due to physical or mental illness; (b) illegal or criminal conduct;
(c) intentional falsification of records or reports or any other act or acts
of dishonesty constituting a felony and resulting, or intended to result,


<PAGE>24

directly or indirectly, in personal gain or enrichment of the Participant at
the expense of the Employer; (d) excessive and/or chronic use of alcohol,
narcotics, or other controlled substances (other than under the supervision of
a licensed physician); or (e) willful engagement in gross misconduct
materially injurious to Mark IV or the Employer.

      3.10 Allocations in Year of Retirement.  Notwithstanding anything to
the contrary contained in Section 3.02 hereof, in the event that a Participant
delivers written notice to the Committee of his intent to retire from
employment with the Employer, in addition to the change in the portion of the
Participant's Annual Allocation Account and the portion of the Participant's
Compensation Deferral Accounts which is allocated to the purchase of Phantom
Stock as permitted by Section 3.02 hereof, the Participant shall be entitled
to change the portion of his Annual Allocation Accounts and the portion of his
Compensation Deferral Accounts which is allocated to the purchase of Phantom
Stock one additional time during the twelve (12) month period ending on the
date the Participant retires from employment with the Employer.  The Committee
shall change the portion of the Participant's Annual Allocation Accounts and
the portion of the Participant's Compensation Deferral Accounts which is
allocated to the purchase of Phantom Stock in accordance with the written
instructions of the Participant; provided that, the Participant gives notice
to the Committee immediately prior to or on the date the Participant intends
that the change in the Phantom Stock Account portion of his Annual Allocation
Accounts and the Phantom Stock Account portion of the Participant's
Compensation Deferral Account will become effective.

           For purposes of determining the number of shares of common stock
of Mark IV to be allocated to the Phantom Stock Account portion of the
Participant's Annual Allocation Account and the Phantom Stock Account portion
of the Participant's Compensation Deferral Account following any adjustment
which is made pursuant to this Section 3.10, the price per share of common
stock of Mark IV shall be deemed to be the closing price per share of common
stock of Mark IV as reported by the New York Stock Exchange Composite Index on
the day the change in the Phantom Stock Account portion of the Participant's
Annual Allocation Account is to become effective.

      3.11 Statement of Account.  As soon as practicable following the
written request of a Participant, the Committee shall deliver to such
Participant a statement of the Dollar Value and, if applicable, the Share
Value of his Account or, in the case of a Participant that is an Executive
Officer, the Dollar Value of such Participant's Dollar Value Account and the
Share Value of such Participant's Share Value Account including a statement
of: (a) the amount of the Annual Deferred Compensation Commitment to be
allocated to his Annual Allocation Account of the Participant for such Plan
Year; (b) the amount of 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 amount 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


<PAGE>25

Compensation Deferral Account as soon as practicable following the end of such
Plan Year; (d) the number of shares of Phantom Stock, if any, to be allocated
to his Annual Allocation Account and, if applicable, his Compensation Deferral
Account for such Plan Year; (e) 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, (f) 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).


                                ARTICLE 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.  In order to retire for purposes
of this Plan, a Participant shall deliver written notice of his intent to
retire to the Committee at least forty-five (45) days prior to the date his
retirement is to become effective.  Upon a Participant's retirement, the value
of his Account shall become fully and nonforfeitably vested.

           Following a Participant's retirement, the Committee shall direct
Mark IV to distribute the value of such Participant's Account to such
Participant in one lump sum payment; provided however, that, in no event shall
Mark IV be required to distribute the amounts payable under this Plan to or on
behalf of any Participant until the expiration of the twelve (12) month period
beginning on the date the Participant retires.

           For purposes of this Section 4.01, the value of the Participant's
Account shall, in the case of a Participant that is not an Executive Officer,
be determined in accordance with Section 3.04 hereof and, in the case of a
Participant that is an Executive Officer, the value of such Participant's
Account shall be determined in accordance with Section 3.05 hereof.

           (a) Normal Retirement Date of any Participant means the date a
Participant attains age 60.

           (b)  Deferred Retirement Date of any participant 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.  Upon the death of a Participant before retirement or
other termination of employment, the value of his Account shall become fully
and nonforfeitably vested.  Following the Participant's death, the Committee
shall direct Mark IV to distribute and pay the value of the deceased


<PAGE>26

Participant's Account to any surviving Beneficiary designated by the
Participant, or if none to his surviving spouse, or if neither to his estate
in one lump sum payment; provided however, that in no event shall Mark IV be
required to distribute the amounts payable under this Plan on behalf of a
deceased Participant until the end of the twelve (12) month period beginning
on the date of the Participant's death.

           For purposes of this Section 4.02, the value of the Participant's
Account shall, in the case of a Participant that is not an Executive Officer,
be determined in accordance with Section 3.04 hereof and, in the case of a
Participant that is an Executive Officer, the value of such Participant's
Account shall be determined in accordance with Section 3.05 hereof.

           (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 person that becomes a
Participant in this Plan may, upon becoming a Participant, 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.  In the event of a Participant's total and
permanent disability before retirement or other termination of employment, the
value of his Account shall become fully and nonforfeitably vested.  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
the value of such Participant's Account to such Participant in one lump sum
payment; provided however, that in no event shall Mark IV be required to
distribute the amounts payable under this Plan to or on behalf of a disabled
Participant until the expiration of the twelve (12) month period beginning on
the date it is determined that the Participant suffers from a Total and
Permanent Disability.

           For purposes of this Section 4.03, the value of the Participant's
Account shall, in the case of a Participant that is not an Executive Officer,
be determined in accordance with Section 3.04 hereof and, in the case of a
Participant that is an Executive Officer, the value of such Participant's
Account shall be determined in accordance with Section 3.05 hereof.

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


<PAGE>27


           (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 shall at all times have a 100% vested
interest in the Dollar Value and the Share Value, if any, of the portion of
his Account, if any, attributable to amounts credited to each Compensation
Deferral Account, if any, established for his benefit under the terms of this
Plan.  Each Participant shall have a vested interest in each of his Annual
Allocation Accounts determined on the basis of the number of his whole Years
of Service occurring after the Plan Year for which an Annual Deferred
Compensation Commitment is allocated to the Participant's Annual Allocation
Account.  Such vested interest shall be determined in accordance with the
following schedule:

           Completed Years of
        Service After Allocation
           of Annual Deferred                 Percent
         Compensation Commitment              Vested
         ------------------------             ------

            Less than 1                         20%
            1 but less than 2                   40%
            2 but less than 3                   60%
            3 but less than 4                   80%
            4 or more                          100%

           A Participant's vested interest in his Annual Allocation Account
for any Plan Year attributable to the amount of an Annual Deferred
Compensation Commitment allocated to such Annual Allocation Account for any
Plan Year can be determined at any point in time by using the above schedule.
Notwithstanding the above schedule if this Plan is terminated, a Participant
shall become fully and nonforfeitably vested in the entire value of his
Account on the date on which the termination of this Plan is effective.

           For purposes of this Section 4.04, Years of Service shall be
determined on the basis of the Vesting Computation Period.

      4.05 Distribution of Compensation Deferrals.  Except as otherwise
provided by Section 4.06 and Section 6.03 hereof, a Participant shall be
entitled to receive payment of all or any portion of the amount of his
Compensation Deferral for a Plan Year 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 by check drawn
on an account containing sufficient funds, the percentage, specified in the

<PAGE>28

Participant's Deferred Compensation Election Form, of the value, as determined
in accordance with Section 3.04 or 3.05 hereof, whichever is applicable, 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 value, as determined in accordance with Section
3.04 or 3.05 hereof, whichever is applicable, 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.

      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 the value of his
Account other than by reason of retirement, death or disability, the value, as
determined in accordance with Section 3.04 or 3.05 hereof, whichever is
applicable, of the vested portion of such Participant's Account (including the
value, if any, of the Participant's Account which is attributable to
Compensation Deferrals), shall be distributed in one lump sum payment, to, or
in the case of the Participant's death before such vested portion of his
Account is distributed, on behalf of, the Participant; provided however, that
in no event shall Mark IV be required to distribute any amounts payable under
this Plan to or on behalf of the Participant until the end of the twelve (12)
month period beginning on the earlier of the date the Participant attains age
65, the date of the Participant's death and the date it is determined that the
Participant suffers from a Total and Permanent Disability.  During the period
between the date such Participant's employment with the Employer is terminated
and the date the Participant's Account is to be distributed, the portion of
the Participant's Account which is not invested in Phantom Stock shall be
credited with interest to the extent permitted by Section 3.09 hereof.

           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.

           Notwithstanding the foregoing, the Committee may direct Mark IV to
distribute the Participant's vested interest in the value of his Account at
any time prior to the date on which distributions would otherwise occur under
this Section 4.06; provided however, that no such distribution shall be
required to be made to a Participant during the twelve (12) consecutive month
period following the date his employment with the Employer is terminated.

      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 Annual Allocation Accounts, the portion of such Annual Allocation
Accounts which is not vested shall be forfeited as of the end of the Plan Year
in which the Participant terminates his employment with the Employer.

<PAGE>29

      4.08 Effects of Vesting.  Each Participant, upon (a) acquiring a vested
interest in the value of his Account pursuant to the terms of this Plan; and
(b) otherwise satisfying the requirements for payment and distribution of the
value of his Account pursuant to the terms of this Plan, shall have a valid
and enforceable claim against Mark IV or its successor for payment of an
amount equal to the portion of his Account which is vested, determined as of
the Valuation Date preceding the date on which the Participant is otherwise
entitled to a distribution under this Plan.  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 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.

      4.09 No Duplication of Benefits.  It is the intent of Mark IV that the
deferred incentive compensation to be provided under this Plan shall, with
respect to the employment of a Participant by the Employer during the periods
this Plan is in effect, supersede any other deferred incentive compensation to
which a Participant is entitled under the terms of any written employment
agreement between any Employer and such Participant (excluding benefits
payable under any deferred compensation plans which may, from time to time, be
designated in writing by the Committee to the Participant covered by such
deferred compensation plan and further excluding pension or other retirement
plan benefits payable under the tax qualified retirement plans maintained by
Mark IV), covering periods of such Participant's employment with the Employer
during the periods with respect to which this Plan is in effect.

                                ARTICLE 5.
                              Administration

      5.01 The Committee.  The Board of Directors of Mark IV shall appoint an
administrative committee to administer the Plan as the plan administrator.
The Committee shall be the named fiduciary of the Plan with respect to Plan
administration.  The Committee shall consist of officers or other employees of
Mark IV, or any other individuals, who shall serve at the pleasure of the
Board of Directors of Mark IV.  Any member 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 Executive Officers of Mark IV
who are employed at Mark IV's corporate headquarters shall be deemed to be the
Committee.

      5.02 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 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 Beneficiaries.  The Committee may


<PAGE>30

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.

      5.03 Allocation and Delegation of Responsibilities.  As the named
fiduciary, the Committee may engage agents to assist it in carrying out its
functions hereunder.  The Committee members are expressly authorized to
allocate among themselves and/or delegate to other named persons or parties,
fiduciary responsibilities, other than Trustee responsibilities.  Appointments
and delegations shall be evidenced by a signed written document, which must be
retained with the other Plan documents.

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

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

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

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

      5.08 Multiple Signatures.  In the event that more than one person has
been duly nominated to serve on the Committee, one signature may be relied
upon by any interested party as conclusive evidence that the Committee has
duly authorized the action therein set forth and as representing the will of
and binding upon the whole Committee.  No person receiving such documents or


<PAGE>31

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.

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

      5.10 Liability Insurance.  The Committee may purchase, as an authorized
expense of the Plan, liability insurance for the Plan and/or for its
Fiduciaries to cover liability or losses occurring by 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 the Employer
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.

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

                                ARTICLE 6.
            Amendment, Termination and Distribution of Accounts

      6.01 Amendment.  The Board of Directors of Mark IV shall have the right
at any time and from time to time without the consent of any Participant or
Beneficiary to amend, in whole or in part, any or all of the provisions of
this Plan.  To 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 vested portion of
his Account (whether payable to the Participant or his Beneficiary immediately
or in the future) under the terms of this Plan as in effect on the date of
such amendment.

<PAGE>32

      6.02 Termination. Notwithstanding anything to the contrary contained in
Section 6.01 hereof, Mark IV, by action of its Board of Directors, shall have
the right at any time to discontinue its allocations hereunder and to
terminate this Plan.  Upon complete termination of the Plan, whether by action
of the Board of Directors or otherwise, all Participants shall become fully
and non-forfeitably vested in the value of their respective Accounts.

      6.03 Distribution Upon Termination.  As soon as practicable, but in no
event later than ten (10) days following the termination of the Plan, the
Committee shall direct Mark IV to pay to each Participant the entire value of
the Participant's Account, as determined pursuant to Section 3.04 or Section
3.05 hereof, whichever is applicable, including the amount of any allocation
made to the Participant's Account pursuant to the last paragraph of Section
2.02 hereof and, notwithstanding anything to the contrary contained in Section
4.05 hereof, including the amount of any Compensation Deferrals made by the
Participant pursuant to Section 2.03 hereof, in one lump sum payment.  Upon
termination of this Plan, Mark IV shall, no later than ten (10) days following
the effective date of termination of this Plan, pay to each Participant the
value of his Account (as described in the preceding sentence) in one lump sum
payment.

                                ARTICLE 7.
                               Miscellaneous

      7.01 No Rights Created by Plan - Terms of Employment Not Affected.
Neither the establishment of the Plan nor any modification hereof, nor the
creation of any fund or account, nor the payment of any benefits, shall be
construed as giving to any Participant, Beneficiary or other person any legal
or equitable right against Mark IV, the Employer 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 Employer to continue the services of
an Employee.

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

      7.03 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.

<PAGE>33

      7.04 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.

      7.05 Benefits Non-Assignable.  No benefit which shall be payable to any
person (including a Participant or his Beneficiary) shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void and no
such benefit shall in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts 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.

      7.06 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.

      7.07 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.

      7.08 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.

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


                                  MARK IV INDUSTRIES, INC.

                                  By:  /s/ Richard L. Grenolds
                                       Richard L. Grenolds