<PAGE>

                                     CONSENT

            I, Richard A. Nunemaker, being a Participant under the Varlen
Corporation Supplemental Executive Retirement Plan, as amended (the "SERP"), do
hereby give my consent, in accordance with Section 4.5 of the SERP, to the
amendment of the SERP as specified in the attachment hereto, agree to be
considered a "New Participant" within the meaning of Article II of the SERP, and
consent to the modification of the provisions relating to my benefits under the
SERP as follows:

      The Company will regard me as having 15 "years of service" for purposes of
      the SERP, and will regard me as entitled to all benefits under the SERP to
      which I would be entitled if I were age 62 on April 8, 1999, and that upon
      my "Termination of Employment," as defined in the SERP, I will be entitled
      to the benefits specified in Section 4.1 of the SERP.

            I do hereby give my further consent, in accordance with Section 9 of
the Varlen Corporation 1998 Contingent Stock Award Plan (the "CSAP") to the
amendment of the CSAP as specified in the attachment hereto, as it relates to
all shares of "Contingent Stock" (as defined in such plan) that have heretofore
or may hereafter be awarded to me.

            IN WITNESS WHEREOF, I have set my hand as of the day and year first
above written.

                                    /s/ Richard A. Nunemaker     May 14, 1999
                                    -------------------------
                                    Richard A. Nunemaker

<PAGE>

                                  ATTACHMENT A

                               UPDATED DEFINITIONS

      "Cause" means the occurrence of one of the following events:

            (i)   Conviction of, or express admission of the commission of, a
                  felony or any crime or offense lesser than a felony involving
                  the property of the Company or a Subsidiary; or

            (ii)  Conduct that has caused demonstrable and serious injury to the
                  Company or a Subsidiary, monetary or otherwise; or

            (iii) Willful refusal to perform, or substantial disregard of,
                  duties properly assigned, as determined by the Company; or

            (iv)  Breach of duty of loyalty to the Company or a Subsidiary or
                  other act of fraud or dishonesty with respect to the Company
                  or a Subsidiary.

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      "Change of Control" means the occurrence of one of the following events:

            (i) if any "person" or "group" as those terms are used in Sections
13(d) or 14(d) of the Exchange Act, other than a Exempt Person, is or becomes
the "beneficial owner" (as defined in rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 50% or more of
the combined voting power of the Company's then outstanding securities; or

            (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board and any new directors whose
election by the Board or nomination for election by the Company's stockholders
was approved by at least two-thirds of the directors then still in office who
either were directors at the beginning of the period or whose election was
previously so approved, cease for any reason to constitute a majority thereof;
or

            (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation (A) which would result in all or a portion of the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined voting power
of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (B) following which the
Company's chief executive officer and directors retain their positions with the
surviving entity (and constitute at least a majority of the surviving entity's
board of directors); or

            (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or other disposition by
the Company of all or substantially all the Company's assets, other than a sale
to an Exempt Person;

provided, however, that if the approval specified in clause (iii) or clause (iv)
above is obtained but such transaction is terminated or abandoned by the parties
thereto prior to its effectuation, then, from and after the date of such
termination or abandonment, no Change of Control shall be deemed to have
occurred by reason of such approval; and provided further, that no Change of
Control shall be deemed to have occurred by reason of any event involving or
arising out of a proceeding under Title 11 of the United States Code (or the
provisions of any future United States bankruptcy law), an assignment for the
benefit of creditors or an insolvency proceeding under state or local law.

<PAGE>

            "Good Reason" means the occurrence of any of the following events
after a Change of Control, unless (i) such event occurs with the Participant's
express written consent; or (ii) the event occurs in connection with termination
of the Participant's employment for Cause, disability or death:

            (i)   any reduction in the nature or scope of the authorities,
                  powers, functions, responsibilities or duties of the
                  Participant that materially diminishes the Participant's
                  position, authority, duties or responsibilities;

            (ii)  the assignment by the Company to the Participant of duties or
                  responsibilities (other than isolated and incidental duties or
                  responsibilities that do not affect the Participant's position
                  or authority) inconsistent with an executive-level position;

            (iii) the requirement by the Company that the Participant be based
                  at any office or location more than 35 miles from the offices
                  of the Company where the Participant was employed immediately
                  prior to the Change of Control;

            (iv)  any reduction by the Company in the Executive's rate of annual
                  base salary, or any material and adverse change in the
                  Executive's eligibility for performance bonuses;

            (v)   any material reduction in the Participant's benefits under the
                  employee benefit plans in which he participates immediately
                  prior to the Change of Control; provided, however, that
                  reasonable increases in insurance co-payment requirements or
                  deductibles, if imposed upon all plan participants generally,
                  shall not constitute a material reduction for this purpose;
                  and further provided, that an amendment to or termination of
                  an employee benefit plan or practice shall not constitute a
                  material reduction in the Participant's benefits for this
                  purpose if substitute or additional payments or benefits to
                  the Participant substantially offset the financial impact to
                  the Participant of such amendment or termination;

            (vi)  any failure by the Company to pay compensation and benefits
                  when and as due to the Participant (exclusive of any amounts
                  then the subject of a bona fide dispute between the Company
                  and the Participant); or

            (vii) failure of any successor to the Company to assume the
                  obligations of the Company under this Plan;

provided, however, that in each case the foregoing event shall not constitute
"Good Reason" until the Participant has given written notice to the Board that
such event has occurred and may constitute "Good Reason," and such event is not
cured within thirty (30) days after the date of such notice.
<PAGE>

                                  ATTACHMENT B

                               SERP CIC AMENDMENTS

1.    The following definitions are added to the Plan:

            2.___ "New Participant" means a person who: (a) became a Participant
      on or after May 14, 1999; or (b) became a participant prior to such date
      but has agreed in writing to be considered a New Participant.

            2.___ "Old Participant" means a person who: (a) was a Participant
      prior to May 14, 1999; and (b) who has not agreed in writing to be
      considered a New Participant.

2.    The second sentence of Section 4.2 is amended to state:

            Retirement Benefit payment timing and form shall be governed by the
            terms and provisions of Article VI herein; provided that the amount
            of the Retirement Benefit shall be reduced by .25% for each of the
            first 24 months by which the Payment Date precedes the Normal
            Retirement Date, and further reduced .5% for each of the next 60
            months by which the Payment Date precedes the Normal Retirement
            Date, except that such reduction shall not apply to an Old
            Participant is his Termination of Employment occurs subsequent to a
            Change of Control.

3.    The following Section 4.5 is added:

            4.5 Board Discretion. Notwithstanding anything to the contrary in
      the Plan, the Board or the Compensation Committee may, at any time and in
      its sole discretion, and with respect to one or more New Participants: (a)
      deem the Participant to have attained age 62; (b) increase the
      Participant's Years of Service for purposes of Section 2.1; (c) decrease
      or eliminate the early retirement reduction set forth in Section 4.2; (d)
      modify the forfeiture provision set forth in Section 4.3; or (e) permit a
      lump sum payment pursuant to Section 6.2, or any or all of these; provided
      that no modification to the provisions of Section 4.3 may impair a
      Participant's rights with respect to his Accrued Benefit as of the date of
      the modification, unless he has consented in writing to such modification.

4.    Section 6.2(a) is amended to state:

            (a) Lump Sum Payment. A single sum payment equal in value to the
      Actuarial Equivalent of the Participant's Accrued Benefit, provided such
      Lump Sum is not payable earlier than the Participant's Early Retirement
      Date or, in the case of an Old Participant, unless there has been a Change
      of Control; and

5.    The third sentence of Section 12.15 is deleted.
<PAGE>

                                  ATTACHMENT C

                             SERP ss. 12.9 AMENDMENT

The second, third and fourth sentences of Section 12.9 are amended to state:

      The determination of whether any reduction in the amount payable is to
      apply shall be made by the Company in good faith after consultation with
      the Participant, and such determination shall be conclusive and binding on
      the Participant. The Participant shall cooperate in good faith with the
      Company in making such determination and in providing the necessary
      information for this purpose. The foregoing provisions of this Section
      12.9 shall apply with respect to any person only if the payment to such
      person under this Plan without regard to this Section 12.9 ("Required
      Payment"), minus the reduction described in this Section 12.9 ("Required
      Reduction"), and minus the federal income tax on the difference between
      the Required Payment and the Required Reduction, equals an amount greater
      than the Required Payment, minus the excise tax under Section 4999 for the
      Code on such Required Payment, and minus the federal income tax on such
      Required Payment.
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                                  ATTACHMENT H

                               CSAP CIC AMENDMENTS

1.    Section 4(a) is amended to state:

            (a) Subject to Section 8 below, the period of each award of
      Contingent Stock shall be five years from the date of such award, except
      as otherwise provided by the Committee.

2.    The opening paragraph of Section 8 and Sections 8(a) and (b) are amended
      to state:

      8. Mandatory Redemption of Contingent Stock Awards.

            (a) Upon the termination of a Participant's employment with the
      Company for Cause, prior to the scheduled Redemption Date of any
      Contingent Stock award previously granted to such Participant, such
      Participant shall forfeit all rights to Contingent Stock awards granted to
      such Participant and all rights under the Plan shall be void.

            (b) Upon the termination of a Participant's employment with the
      Company, for a reason other than Cause, prior to the scheduled Redemption
      Date of any Contingent Stock Award previously granted to such Participant,
      the Participant shall be entitled automatically to redeem any Contingent
      Stock awards previously granted at a Redemption Value determined by the
      Committee and calculated as of the date of such termination of employment
      based on the fair market value of the Common Stock as of such date
      prorated in accordance with (i) the number of days elapsed from the date
      of grant to such date over (ii) the number of days from the date of grant
      to the scheduled Redemption Date.

3.    The following Section 8(c) is added to the Plan and Section 8(c) is
      relettered as Section 8(d):

            (c) For purposes of this Section 8, the term "Cause" shall mean: (i)
      with respect to Raymond A. Jean, "Cause" as defined in Section 1(a) of the
      Change of Control Agreement between the Company and Mr. Jean dated April
      8, 1999; (ii) with respect to Richard A. Nunemaker, "Cause" as defined in
      Section 1(a) of the Change in Control Agreement between the Company and
      Mr. Nunemaker dated May 14, 1999; and (iii) with respect to any other
      Participant, "Cause," as defined in the Varlen Corporation 1998 Long-Term
      Equity Incentive Plan.