<PAGE>   1
                                                                   EXHIBIT 10.39

                           COMMERCIAL INTERTECH CORP.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN
                               FOR PAUL J. POWERS
               (As Amended and Restated Effective January 1, 1996)

                                    ARTICLE I
                         ESTABLISHMENT AND CONSTRUCTION


1.1      ESTABLISHMENT. Commercial Intertech Corp. (the "Company") established,
         effective as of January 1, 1995, an unfunded deferred compensation plan
         on behalf of Paul J. Powers to be provided to supplement the Pension
         Plan for Salaried Employees of Commercial Intertech Corp. ("Pension
         Plan"). This document amends and restates the provisions of such plan
         effective January 1, 1996 and shall be known as the "Commercial
         Intertech Corp. Nonqualified Deferred Compensation Plan for Paul J.
         Powers" (the "Plan").

1.2      PURPOSE. The Company maintains the Pension Plan which is intended to
         meet the requirements of a "qualified" retirement plan under Section
         401(a) of the Internal Revenue Code. The Pension Plan contains certain
         restrictions that sometimes result in a diminution of benefits
         available to certain highly compensated employees or preclude payment
         of a full benefit without twenty-five (25) years of service. This Plan
         is established to replace benefits lost under specified circumstances
         due to this diminution and preclusion or upon a Change of Control.
         Also, this Plan is intended to be an unfunded deferred compensation
         plan for a member of a select group of management or highly compensated
         employees, as described in Sections 201(2), 301(a)(3), and 401(a)(1) of
         the Employee Retirement Income Security Act of 1974 ("ERISA").


<PAGE>   2


                                   ARTICLE II
                          DEFINITIONS AND CONSTRUCTION

2.1      DEFINITIONS. The following terms shall have the meaning stated below
         unless the context clearly indicates otherwise.

         (a)      "COMPENSATION COMMITTEE" means the Committee described in
                  section 4.1 of this Plan, which has been delegated the
                  authority to administer this Plan.

         (b)      "MONTHLY PAY" means one-twelfth (1/12) of a Participant's
                  Compensation, as defined in the Pension Plan, received from
                  the Company and any Subsidiary, determined without regard to
                  the limitations of Section 401(a)(17) of the Code. If the
                  Participant separates from service at or after attainment of
                  age sixty-two (62) or dies as an active employee of the
                  Company or Subsidiary, a Participant's Compensation shall also
                  include annual bonuses paid under the target award programs
                  ("SEIP" and "SMTIP"). However, a Participant's Compensation
                  shall not include the premium under the stock payout option of
                  the target award programs.

         (c)      "PARTICIPANT" means Paul J. Powers.

         (d)      "YEARS OF CREDITED SERVICE" means
                  (i)      with respect to separation from service, or death
                           while in active employment, with the Company or a
                           Subsidiary at or after attainment of age sixty-two
                           (62), twenty-five (25) years;

                  (ii)     with respect to separation from service with the
                           Company or a Subsidiary prior to attainment of age
                           sixty-two (62), his Credited Service under the
                           Pension Plan; or

                   (iii)   with respect to death while in active employment with
                           the Company or a Subsidiary prior to age sixty-two
                           (62), his Years of Credited Service determined as if
                           he had separated from service at age sixty-two (62)
                           (as if the amount determined in (i) above were based
                           on attainment of age sixty-two (62)) reduced by the
                           number of years and fractional years (1/12th for each
                           complete calendar month) by which his actual date of
                           death precedes the date as of which he would have
                           attained age sixty-two (62).

                  Years of Credited Service shall not be affected by a
                  Participant performing services for Cuno Incorporated prior to
                  separation from service with the Company or a Subsidiary.

         Unless the context clearly indicates otherwise, terms not defined in
         this document shall have the meaning specified in the Pension Plan (if
         defined therein). Where the defined meaning is intended, the term is
         capitalized.

2.2      GENDER AND NUMBER. Except when otherwise indicated by the context,
         words in the masculine gender shall include the feminine and neuter
         genders; the plural shall include the singular and the singular shall
         include the plural.



                                       2
<PAGE>   3

2.3      EMPLOYMENT RIGHTS. Establishment of the Plan shall not be construed to
         give the Participant the right to be retained by the Company or any
         Subsidiary or to any benefits not specifically provided by the Plan.

2.4      SEVERABILITY. In the event any provision of the Plan shall be held
         invalid or illegal for any reason, any illegality or invalidity shall
         not affect the remaining parts of the Plan, but the Plan shall be
         construed and enforced as if the illegal or invalid provision had never
         been inserted, and the Company shall have the privilege and opportunity
         to correct and remedy such questions of illegality or invalidity by
         amendment as provided in the Plan.

2.5      APPLICABLE LAW. This Plan is fully exempt from Titles II, III and IV of
         ERISA. The Plan shall be governed and construed in accordance with
         Title I of ERISA and the laws of the State of Ohio.





                                       3
<PAGE>   4


                                   ARTICLE III
                                    BENEFITS

3.1      AMOUNT OF RETIREMENT BENEFITS. Except as provided in Section 3.2,
         benefits will commence to a Participant, at the election of the
         Participant as provided in Section 3.3, in amounts hereinafter
         described.

         (a)      COMMENCEMENT OF BENEFITS ON AND AFTER ATTAINMENT OF AGE
                  SIXTY-TWO (62). Benefits under the Plan become payable to the
                  Participant on or after the date he attains age sixty-two
                  (62). The monthly benefit calculated in the form of a single
                  life annuity under the Plan to the Participant shall be equal
                  to (1) minus (2) where -

                  (1)      is two percent (2%) of the average of the
                           Participant's Monthly Pay during the highest three
                           (3) years during the ten (10) year period immediately
                           preceding his Normal Retirement Date, or if earlier,
                           his separation from service date, times his Years of
                           Credited Service (not to exceed twenty-five (25)
                           years);

                  (2)      is the sum of the monthly benefit which would be
                           payable under the Pension Plan had such benefit
                           commenced on the same date and been paid in the form
                           of a single life annuity to the Participant, and
                           fifty percent (50%) of the Participant's primary
                           Social Security Retirement Benefit estimated to be
                           payable as of such date.

         (b)      COMMENCEMENT OF BENEFITS PRIOR TO ATTAINMENT OF AGE SIXTY-TWO
                  (62). If benefits under the Plan become payable to the
                  Participant prior to his attainment of age sixty-two (62), the
                  monthly benefit payable in the form of a single life annuity
                  under the Plan to the Participant shall be equal to (1) minus
                  (2) where -

                  (1)      is the amount determined in 3.1(a)(1) reduced
                           three-tenths of one percent (3/10 of 1%) for each
                           complete calendar month by which the date of
                           commencement precedes the date as of which the
                           Participant attains sixty-two (62); and

                  (2)      is the sum of the monthly benefit which would be
                           payable, if any, under the Pension Plan had such
                           benefit commenced on the same date and been paid in
                           the form of a single life annuity to the Participant,
                           and fifty percent (50%) of the Participant's primary
                           Social Security Benefit estimated to be payable at
                           the later of actual retirement or his attainment of
                           age sixty-two (62), reduced by three-tenths of one
                           percent (3/10 of 1%) for each complete calendar month
                           by which the date of commencement precedes the date
                           as of which the Participant attains age sixty-two
                           (62).

3.2      DISABILITY BENEFITS. If a Participant's employment terminates at any
         time by reason of a disability, the benefit payable under this Plan,
         calculated under Section 3.1, shall be reduced by:

         (a)      any monthly disability benefits paid to the Participant
                  pursuant to a long-term disability plan maintained by the
                  Company or any Subsidiary and any monthly 


                                       4
<PAGE>   5

                  (or equivalent) wage replacement amounts paid to the
                  Participant pursuant to Worker's Compensation laws; and

         (b)      if the Participant receives disability benefits under Social
                  Security, fifty percent (50%) of the excess of such monthly
                  disability benefit over the Participant's primary Social
                  Security Retirement Benefit used in Sections 3.1(a)(2) or
                  3.1(b)(2), as adjusted.

         The existence of a disability shall be determined by the Compensation
         Committee in its sole discretion. Such determination shall be based
         upon such criteria and medical evidence as the Compensation Committee
         deems appropriate. Benefits to a Participant whose employment
         terminates by reason of a disability shall begin on the first day of
         the month following the Compensation Committee's declaration that the
         Participant is disabled. The benefits payable to a disabled Participant
         shall not be reduced to reflect the early starting date thereof.

3.3      FORM AND COMMENCEMENT OF RETIREMENT BENEFITS

         (a)      FORM. Benefits payable under this Plan shall be paid in the
                  same manner as benefits payable under the Pension Plan.
                  However, in the sole discretion of the Participant, any
                  benefit due to the Participant under the Plan may be paid in
                  any of the forms of benefit payments available to the
                  Participant under the Pension Plan. Each alternate form of
                  payment shall be the Actuarial Equivalent of a single life
                  annuity. Additionally, a Participant may elect to have a
                  benefit due under the Plan paid in a single lump sum payment,
                  provided notice thereof is received by the Compensation
                  Committee at least six months prior to the Participant's
                  separation from service with the Company. The lump sum shall
                  be the present value of the annuity calculated under this Plan
                  using the basis defined below that produces the largest lump
                  sum amount:

                  (1)      the UP-1984 mortality table and the PBGC interest
                           rate used for purposes of determining present value
                           of a lump sum distribution on plan termination as in
                           effect on the date of the Participant's retirement,
                           or

                  (2)      the UP-1984 mortality table and the PBGC interest
                           rate used for purposes of determining present value
                           of a lump sum distribution on plan termination as in
                           effect on the date six (6) months prior to the date
                           of the Participant's retirement, or

                  (3)      the 1983 GAM mortality table and the applicable
                           interest rate promulgated by the Internal Revenue
                           Service under Code Section 417(e)(3) for the month in
                           which the Participant's retirement occurs, or

                  (4)      the 1983 GAM mortality table and the applicable
                           interest rate promulgated by the Internal Revenue
                           Service under Code Section 417(e)(3) for the month
                           which is six (6) months prior to the Participant's
                           retirement.




                                       5
<PAGE>   6

         (b)      COMMENCEMENT. Benefits under Section 3.1 of this Plan shall be
                  payable to the Participant, beginning on the first day of the
                  month coincident with or next following his separation from
                  service with the Company or a Subsidiary.

3.4      DEATH BENEFITS. No death benefit shall be paid under this Plan except
         as provided in this Section.


         (a)      SPOUSE'S BENEFIT. If the Participant dies before benefit
                  payments begin under the Plan, the Spouse of such Participant
                  at the date of his death shall be paid a monthly benefit under
                  the Plan as calculated under Section 3.1(b), but without
                  inclusion of the early payment reduction in Section 3.1(b)(1),
                  and adjusted under the assumption that the Participant had
                  commenced to receive benefits from the Plan on the day
                  immediately prior to his date of death and had elected to
                  receive a fifty percent (50%) joint and survivor annuity. For
                  this purpose, the Spouse shall be entitled to make the same
                  elections with respect to the form and commencement of this
                  death benefit as would have been available to the Participant
                  had he lived, provided, however, Actuarial Equivalency shall
                  be based upon the life expectancy of the Spouse and benefit
                  commencement dates shall be based upon the life of the
                  Participant had he not died.

         (b)      If the Participant dies before benefit payments begin under
                  the Plan and has no Spouse, no death benefit shall be payable
                  under this Plan.

         (c)      If a Participant dies after benefit payments begin under this
                  Plan, a death benefit shall be payable under the Plan to a
                  Spouse of the Participant only if a death benefit is payable
                  under the optional form of payment selected by the
                  Participant.

3.5      CHANGE OF CONTROL.

         (a)      "Change of Control" shall have the meaning as defined in the
                  agreement providing severance compensation to the Participant
                  upon a change in the control of the management of the Company
                  then existing between the Company and the Participant (the
                  "Severance Compensation Agreement"). In the event of a Change
                  of Control, a monthly benefit shall be payable to the
                  Participant equal to the benefit calculated in Subsection
                  3.1(a) above adjusted as follows:

                           (i) "Years of Credited Service", as defined in
                           Section 2.1(d), for purposes of this Section 3.5,
                           shall mean twenty five (25) years.

                           (ii) "Monthly Pay", as defined in Section 2.1(b), for
                           purposes of this Section 3.5, shall mean one twelfth
                           (1/12) of a Participant's Compensation, as defined in
                           the Pension Plan. A Participant's Compensation also
                           shall include annual bonuses paid under the target
                           award programs ("SEIP" and "SMTIP") received from the
                           Company or any Subsidiary, determined without regard
                           to the limitations of Section 401(a)(17) of the Code.
                           A Participant's Compensation, for purposes of this
                           Section 3.5, shall not include the twenty percent
                           (20%) premium under the stock payment option of the
                           target award programs.


                                       6
<PAGE>   7

         (b) Unless the Participant elects to defer the commencement of benefits
         to a later date, benefits under this Section 3.5 shall be payable to
         the Participant, beginning on the first day of the month coincident
         with or next following his separation from service with the Company or
         a Subsidiary.

         (c) Benefits payable under this Section 3.5 shall be paid in the same
         manner as benefits payable under the Pension Plan. However, in the sole
         discretion of the Participant, any benefit due to the Participant under
         the Plan may be paid in any of the forms of benefit payments available
         to the Participant under the Pension Plan or in the form of annual
         installments for a specified period of years. Each alternate form of
         payment shall be the Actuarial Equivalent of a single life annuity.
         Additionally, a Participant may elect to have a benefit due under this
         Section 3.5 paid in a single lump sum payment, provided notice thereof
         is received by the Compensation Committee prior to separation from
         service. The lump sum shall be the present value of the annuity
         calculated under this Plan using the basis defined below that produces
         the largest lump sum amount:

                  (1)      the UP-1984 mortality table and the PBGC interest
                           rate used for purposes of determining present value
                           of a lump sum distribution on plan termination as in
                           effect on the date of the Participant's election, or

                  (2)      the UP-1984 mortality table and the PBGC interest
                           rate used for purposes of determining present value
                           of a lump sum distribution on plan termination as in
                           effect on the date six (6) months prior to the date
                           of the Participant's election, or

                  (3)      the 1983 GAM mortality table and the applicable
                           interest rate promulgated by the Internal Revenue
                           Service under Code Section 417(e)(3) for the month in
                           which the Participant's election occurs, or

                  (4)      the 1983 GAM mortality table and the applicable
                           interest rate promulgated by the Internal Revenue
                           Service under Code Section 417(e)(3) for the month
                           which is six (6) months prior to the Participant's
                           election.

         The Participant may elect any combination of form of benefits not
         exceeding two (2).

3.6      MINIMUM BENEFIT. Notwithstanding any other provision contained in this
         Plan, the monthly benefit calculated in the form of a single life
         annuity under the Plan, prior to the Pension plan offset, to the
         Participant shall not be less than forty one thousand six hundred and
         sixty seven dollars ($41,667) per month.




                                       7
<PAGE>   8



3.7      EARLY DISTRIBUTION. Notwithstanding any other provision contained in
         this Plan, the Company shall make distributions to the Participant
         before such distributions otherwise are payable under this Plan if it
         determines upon the advice of counsel, based on a change in the Code, a
         published ruling or similar announcement issued by the Internal Revenue
         Service ("IRS"), a regulation issued by the Secretary of the Treasury
         or his delegate, a decision of a court of competent jurisdiction
         involving the Participant or a closing agreement involving the
         Participant that is approved by the IRS, that the Participant has
         recognized or will recognize income for federal income tax consequences
         with respect to amounts that are or will be distributable to him.






                                       8
<PAGE>   9



                                   ARTICLE IV
                               GENERAL PROVISIONS

4.1      ADMINISTRATION. This Plan shall be administered by the Compensation
         Committee of the Board of Directors. The Compensation Committee shall
         have, to the extent appropriate, the same powers, rights, duties and
         obligations with respect to this Plan as the plan administrator under
         the Pension Plan has under such Pension Plan.

4.2      FINALITY OF DETERMINATION. Except with respect to questions arising
         from benefits payable upon a Change of Control, the determination of
         the Compensation Committee as to any disputed questions arising under
         this Plan, including questions of construction and interpretation,
         shall be final, binding and conclusive upon all persons.

4.3      EXPENSES. The expenses of administering the Plan shall be borne by the
         Company.

4.4      INDEMNIFICATION AND EXCULPATION. The members of the Compensation
         Committee, its agents and officers, directors and employees of the
         Company and the Subsidiaries shall be indemnified and held harmless by
         the Company against and from any and all loss, cost, liability or
         expense that may be imposed upon or reasonably incurred by them in
         connection with or resulting from any claim, action, suit or proceeding
         to which they may be a party or in which they may be involved by reason
         of any action taken or failure to act under this Plan and against and
         from any and all amounts paid by them in settlement (with the Company's
         written approval) or paid by them in satisfaction of a judgment in any
         such action, suit or proceeding. The foregoing provision shall not be
         applicable to any person if the loss, cost, liability or expense is due
         to such person's gross negligence or willful misconduct.

4.5      FUNDING. While all benefits payable under the Plan constitute general
         corporate obligations, the Company shall establish a separate
         irrevocable grantor trust for the benefit of the Participant, which
         trust shall be subject to the claims of the general creditors of the
         Company in the event of such corporation's insolvency, to be used as a
         reserve for the discharge of the Company's obligations under the Plan
         to such Participant. The Company shall contribute to such trust an
         amount sufficient to fund the aggregate present value of all
         liabilities potentially owed to the Participant under this Plan and
         such funding shall occur no later than the date on which a Change of
         Control occurs. Any payments made to the Participant under the separate
         trust for his benefit shall reduce dollar for dollar the amount payable
         to the Participant from the general assets of the Company. The amounts
         payable under the Plan shall be reflected on the accounting records of
         the Company but shall not be construed to create or require the
         creation of a trust, custodial or escrow account, except as described
         above in this section. No Participant (or Spouse of the Participant)
         shall have any right, title or interest whatever in or to any
         investment reserves, accounts, or funds that the Company or Subsidiary
         may purchase, establish or accumulate to aid in providing benefits
         under this Plan. Nothing contained in this Plan, and no action taken
         pursuant to its provisions, shall create a trust or fiduciary
         relationship of any kind between the Company or any Subsidiary and the
         Participant or any other person, except as described above in this
         section. Neither the Participant nor his Spouse shall acquire any
         interest greater than that of an unsecured creditor.



                                       9
<PAGE>   10

4.6      CORPORATE ACTION. Any action required of or permitted by the Company or
         any Subsidiary under this Plan shall be by resolution of its Board of
         Directors or any person or persons authorized by resolution of such
         Board of Directors.

4.7      INTERESTS NOT TRANSFERABLE. The interests of the Participant and his
         Spouse under the Plan are not subject to the claims of their creditors
         and may not be voluntarily or involuntarily transferred, assigned,
         alienated or encumbered.

4.8      EFFECT ON OTHER BENEFIT PLANS. Amounts credited or paid under this Plan
         shall not be considered to be compensation for the purposes of the
         Pension Plan maintained by the Company or any Subsidiary. The treatment
         of such amounts under other employee benefits plans shall be determined
         pursuant to the provisions of such plans.

4.9      TAX LIABILITY. The Company or Subsidiary may withhold from any payment
         of benefits hereunder any taxes required to be withheld and such sum as
         such employer may reasonably estimate to be necessary to cover any
         taxes for which the Company or Subsidiary may be liable and which may
         be assessed with regard to such payment.

4.10     LEGAL FEES AND EXPENSES. The Company shall pay all legal fees and
         expenses which the Participant may incur as a result of the Company's
         or any Subsidiary's contesting the validity, enforceability or the
         Participant's interpretation of, or determinations under, this Plan.

4.11     SUCCESSORS AND ASSIGNS. This Plan and all of the obligations hereunder
         shall be binding on the successors and assigns of the Company.




                                       10
<PAGE>   11


                                    ARTICLE V
                            AMENDMENT AND TERMINATION

The Company by action of this Board of Directors reserves the right to amend
this Plan from time to time or to terminate the Plan at any time, but without
the written consent of the Participant, no such action may reduce or relieve the
Company or any Subsidiary of any obligation with respect to any benefit accrued
under the Plan by such Participant as of the date of such amendment or
termination.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its
duly authorized officers on this 25 day of September, 1996.

                                     COMMERCIAL INTERTECH CORP.
                                     By:     /s/ J. Patrick Downey
                                     Name:    J. Patrick Downey
                                     Title:  Vice President and Assistant 
                                               Secretary