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                                                                   EXHIBIT 10.11

            [UTI Supplemental Executive Retirement Pension Program]


[UTI LOGO]
             COLLEGEVILLE, PENNSYLVANIA 19426-0992, U.S.A. o PHONE: 215/539-0700



                                  CONFIDENTIAL

                                                                December 1, 1990

         As a result of UTI Corporation's reorganization as an "S" Corporation,
the responsibility for providing your supplemental retirement benefits has been
transferred to UTI Corporation (the "Company"). This letter sets forth the
supplemental retirement benefits that the Company will provide to you in
consideration of your past and continued service and supersedes any previous
letter you may have received concerning supplemental retirement benefits. Except
for the specific offsets described in this letter, the benefits described below
are in addition to all other employment-related benefits to which you are
entitled by reason of your service to the Company. In consideration of such
service, the Company agrees as follows:

         1. Amount of Supplemental Pension. Subject to the adjustments and
conditions set forth below, if you meet the requirements of Paragraph 2, 3, or
4, you will receive a monthly pension equal to:

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              (a) the product of:

                  (i) your benefit objective percentage (as defined in
              subparagraph 9(e)), divided by thirty,

                  (ii) your average compensation (as defined in subparagraph
              9(a)), and

                  (iii) the number of Benefit Years you have completed under all
              UTI Pension Plans (as defined in subparagraph 9(d)), up to a
              maximum of thirty Benefit Years;

reduced by

              (b) the sum of:

                  (i) 100% of your primary insurance amount (as defined in
              subparagraph 9(b)); (Social Security)

                  (ii) the annuity value (as defined in subparagraph

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              9(c)) of your account, if any, under the UTI Corporation Profit
              Sharing Plan, the UTI Corporation 401(K) Plan, and any and all
              other qualified defined contribution or benefit plans to which the
              Company or any affiliated corporation contributes or has
              contributed on your behalf; and

                  (iii) the monthly benefit available to you as a single life
              annuity, beginning at age sixty-five or, if later, the age at
              which you retire, under any and all UTI Pension Plans as
              determined as of the date of your separation from service;

provided that, if your average compensation increases to a level within a higher
average compensation bracket (under paragraph 9(e)) then the bracket applicable
to you at any earlier date after the date hereof, the amount determined under
Paragraph 1(a) shall be at least as great as the amount that would have been
determined under Paragraph 1(a) if your average compensation were equal to the
highest average compensation in such previously applicable bracket and you had
the same number of Benefit Years to your credit that you had as of the date on
which you advanced to such higher bracket.

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         2. Normal Retirement.  If you remain in the continuous service of the
Company or an affiliated corporation until you reach age sixty-five, the Company
will pay you a supplemental pension in the amount described in paragraph 1. The
pension will begin on the first day of the month coincident with or next
following your sixty-fifth birthday and will terminate with the payment on the
first day of the month in which your death occurs.

         3. Postponed Retirement.  If you continue with the Company or an
affiliated corporation beyond age sixty-five, your pension under this letter
will be determined as of the date you retire, and will begin as of the first day
of the month coincident with or next following the month in which you retire. No
adjustment will be made to reflect any decrease in your compensation, or in the
actuarial value of your benefit as a result of employment beyond age seventy.

         4. Early Retirement.  If you leave the Company and affiliated
corporations after you have attained age fifty-five and completed ten or more
Vesting Years (as defined in the UTI Pension Plan in which you are an active
participant at the time of your separation from service), you will be entitled
to an early retirement benefit that begins on the first day of any month you
select between the date of your retirement and the first day of the month
coincident with or next following your sixty-fifth birthday.

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The amount of pension payable under this paragraph shall be the amount
determined under Paragraph 1; provided that, if payments begin before you reach
age sixty-five, the amount determined above will be reduced by 5% for each year
by which the starting date precedes the first day of the month coincident with
or next following your sixty-fifth birthday.

         5. Disability Retirement.  If you leave the Company and affiliated
corporations because of a total and permanent disability (as defined in the UTI
Corporation Profit Sharing Plan), you will be treated as remaining in service
for purposes of this letter until the earliest of your recovery from total and
permanent disability, your death, or such time as you notify the Company that
you wish to be treated as having retired. You will then receive under this
letter a benefit determined under paragraph 2, 3, or 4, depending on your age at
the time service credits under this paragraph cease; provided, of course, that
if you return to service immediately upon recovery from your disability, you
will be treated for purposes of this letter as if you had never left.

         6. Pre-retirement Death Benefit.  If you die after having met the
requirements of paragraph 2 or 4 of this letter or having been credited with ten
or more Vesting Years (as defined in the UTI Pension Plan in which you were an
active participant at the time of your death or last separation from service),
but before having received any benefits under this letter, a death benefit under
this letter will be paid to your

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surviving spouse if you leave one. The amount payable to your surviving spouse
will be equal to the amount your spouse would have received if you had had a
separation from service on the day before the earlier of the date of your death
or the date of your last separation from service with the Company or any
affiliated corporation, had survived to the later of your sixty-fifth birthday
or the date of your death, and had then elected to receive your benefit under
this letter in the form of a joint and survivor annuity as provided in paragraph
7. Payment of this benefit will begin to your spouse on the date the spouse's
death benefit begins under the UTI Pension Plan in which you last were an active
participant, provided that, if such payment begins prior to the date on which
you would have attained age sixty-five, the amount of the benefit will be
actuarially reduced using the same actuarial assumptions used to determine
optional forms of benefit under the UTI Pension Plan in which you last were an
active participant.

         7. Joint and Survivor Option.  If you are married when payments under
this letter begin, you will receive your benefit in the form of a 50% joint and
survivor annuity, with your spouse as contingent beneficiary. The terms of the
joint and survivor annuity (including actuarial reduction) are those applicable
under the UTI Pension Plan in which you last were an active participant, but you
do not need to receive your benefits under that plan in that form in order so
to receive it under this letter. You may elect to waive the joint and survivor
annuity under
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this letter and receive benefits over your lifetime alone as described in
paragraphs 2, 3, and 4, or to receive your benefits in a single sum payment that
is actuarially equivalent to the benefits that would be paid under a joint and
survivor annuity under the same actuarial assumptions that apply to single sum
payments under the UTI Pension Plan in which you last were an active
participant. However, the waiver of the joint and survivor annuity under this
letter is subject to the same procedural requirements (including spousal
consent) as the waiver of the joint and survivor annuity under the UTI Pension
Plan in which you were last an active participant.

         8. Forfeiture for Cause.  The foregoing paragraphs notwithstanding, if
your separation from service is for good cause, including but not limited to
dishonesty, intentional damage to the property of the Company or any affiliated
corporation, disclosure of confidential information (including trade secrets),
or insubordination, or if you accept employment with or render services to a
competitor of the Company or any affiliated corporation that has a place of
business within a 40 mile radius of the Company or any affiliated corporation,
you will forfeit all future benefit payments described above.

         9. Definitions.  The following definitions apply to paragraphs 1
through 8:

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December 1, 1990

              (a) "Average Compensation" means one-sixtieth of the total taxable
         compensation that you receive from the Company, as an Employee or
         otherwise, as reported on your W-2 form and other federal income tax
         forms for the five consecutive calendar years of service to the Company
         or any affiliated corporation that yield the highest result,
         disregarding years that end more than ten years before your separation
         from service. During a period of total and permanent disability, your
         earnings for each year shall be your base salary for the year in which
         your total disability begins.

              (b) "Primary Insurance Amount" means:

                  (i) if you separate from service at or after age sixty-five,
              the actual monthly amount of Social Security benefit for which
              your are eligible when benefit payments hereunder begin; or

                  (ii) if you separate from service before age sixty-five, the
              monthly amount of Social Security benefit that would be payable to
              you at age sixty-five, determined under the law as in effect at
              the time of your separation from service, but without regard to

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              cost-of-living increases occurring after your separation from
              service and on the assumption that you will have no wages for
              Social Security purposes after your separation from service.

              (c) "Annuity Value" means, with respect to your account under any
         defined contribution plan, the monthly amount of single life annuity,
         beginning at age sixty-five, that could be purchased with the fair
         market value of that account as of the valuation last preceding the
         first payment under this letter or such plan, whichever occurs first.
         For this purpose, amounts contributed by you and any earnings thereon
         shall be disregarded and the interest and mortality assumptions used to
         determine optional benefits under the UTI Pension Plan in which you
         last were an active participant shall apply; provided that the annuity
         value of your account under the UTI Corporation 401(K) Plan will be
         determined as if the Company had contributed 2% of your base pay for
         each year in which matching contributions are made, with earnings
         determined at the annual rate paid on the guaranteed investment fund of
         the 401(K) Plan for each year.

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              (d) "UTI Pension Plan" means any defined benefit pension plan
         maintained currently or previously by the Company or any direct or
         indirect subsidiary, thereof.

              (e) "Benefit Objective Percentage" means a percentage determined
         in accordance with the following schedule:

                     Average                     Benefit Objective
              Compensation Bracket                   Percentage
              --------------------               -----------------

               Less than $15,000                         75%
                $15,000 - 22,500                         70
                 22,500 - 30,000                         70
                 30,000 - 45,000                         65
                 45,000 - 67,500                         55
                More than 67,500                         50


         This letter does not limit the right of the Company or any affiliated
corporation to discontinue your employment. The letter is binding on the
Company, its successors and assigns. If you leave the Company to work for an
affiliated corporation, the Company may assign its obligations under this letter
to such affiliate. The Company may "fund" the benefits hereunder, but any such
fund shall be the property of the Company and your rights hereunder are those of
a general creditor.
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         If you agree to the terms of this letter, please sign below. By
accepting the terms of this letter, you agree to cooperate in obtaining any
necessary Social Security estimates and to provide such medical evidence as may
be necessary to support a finding of total and permanent disability.


                                        Very truly yours,