word\sevrance\plans\chctr48.doc







	GENERAL SIGNAL CORPORATION

	CHANGE IN CONTROL SEVERANCE PAY PLAN

































	As Amended and Restated October 17, 1996






	GENERAL SIGNAL CORPORATION
	CHANGE IN CONTROL SEVERANCE PAY PLAN


	Table of Contents


Section	         	Page

	1	Purpose		1

	2	Definitions 		1

	3	Benefits 		3

	4	Payments 		    5

	5	Administration of the Plan 	    5

	6 Litigation Expenses 		6

	7	Amendment, Suspension, or  Termination of the Plan  6

	8	Miscellaneous 		6






	SECTION 1.  PURPOSE

		The purpose of the General Signal Corporation 
Change in Control Severance Pay Plan is to encourage 
Employees to make and continue careers with General 
Signal Corporation by providing eligible Employees with 
certain severance pay benefits upon such Employees' 
Involuntary Termination of employment following a 
Change in Control, as set forth herein.  This Plan was 
adopted by the Board of Directors on February 12, 1987 
and was amended from time to time thereafter.


	SECTION 2.  DEFINITIONS

		When used herein the following terms shall 
have the following meanings:

		2.1 	"Board of Directors" means the Board of 
Directors of General Signal Corporation.

		2.2 	"Change in Control" shall be deemed to 
have occurred if:

		(a) 	the shareholders of the Corporation 
approve a merger or consolidation of the Corporation 
with any other corporation, other than a merger or 
consolidation which would result in the Voting 
Securities of the Corporation held by such shareholders 
outstanding immediately prior thereto continuing to 
represent (either by remaining outstanding or by 
converting into Voting Securities of the surviving 
entity) at least 51 percent of the total voting power 
represented by the Voting Securities of the Corporation 
or such surviving entity outstanding immediately after 
such merger or consolidation;

		(b) 	the shareholders of the Corporation 
approve an agreement providing for the sale, exchange 
or other disposition of all or substantially all the 
assets of the Corporation for the securities of another 
entity, cash or other property;

		(c) 	the shareholders of the Corporation 
approve a plan of liquidation or dissolution of the 
Corporation;

		(d) 	any "person" (as such term is used in 
Sections 13(d) and 14(d) of the Securities Exchange Act 
of 1934, as amended), other than a trustee or other 
fiduciary holding securities under an employee benefit 
plan of the Corporation or other than a corporation 
owned directly or indirectly by the shareholders of the 
Corporation in substantially the same proportions as 
their ownership of Voting Securities of the 
Corporation, is or becomes the "beneficial owner" (as 
defined in Rule 13d-3 under said Act), directly or 
indirectly, of Voting Securities of the Corporation 
representing at least 20 percent of the total voting 
power represented by the Voting Securities of the 
Corporation then outstanding; or




		(e) 	during any period of two consecutive 
years, individuals who at the beginning of such period 
constitute the Board of Directors of the Corporation 
and any new director whose election by the Board of 
Directors of the Corporation or nomination for election 
by the Corporation'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 
the period or whose election or nomination for election 
was previously so approved, cease for any reason to 
constitute a majority thereof.

		2.3 	"Corporate Benefits Committee" means the 
Corporate Benefits Committee provided for in Section 5. 

		2.4 	"Corporation" means General Signal 
Corporation and its successors and assigns.

		2.5	"Employee" means any executive officer 
of the Corporation, any exempt salaried employee in 
Position Level 15 or above employed at the 
Corporation's headquarters in Connecticut and any 
President of a unit of the Corporation; provided, 
however, that an Employee shall not include any 
employee who has a severance agreement with the 
Corporation providing for a designated termination date 
set forth in such agreement.

		2.6 	"Involuntary Termination" shall mean any 
termination of an Employee's employment by the 
Corporation, or by one of its subsidiaries, within two 
years after a Change in Control; provided, however, 
such term shall not include a termination by the 
Corporation or any of its subsidiaries, for (i) 
serious, willful misconduct in respect of the 
Employee's obligations to the Corporation or its 
subsidiaries, which has caused demonstrable and serious 
injury to the Corporation, monetary or otherwise, as 
evidenced by a determination in a binding and final 
judgment, order or decree of a court or administrative 
agency of competent jurisdiction, in effect after 
exhaustion or lapse of all rights of appeal, in an 
action, suit or proceeding, whether civil, criminal, 
administrative or investigative; or (ii) conviction of 
a felony, which has caused demonstrable and serious 
injury to the Corporation, monetary or otherwise, as 
evidenced by binding and final judgment, order, or 
decree of a court of competent jurisdiction, in effect 
after exhaustion or lapse of all rights of appeal.

			In addition to actual termination of 
employment, as and when so declared to be by the 
Employee the following shall be deemed an Involuntary 
Termination: (i) a reduction or change in an Employee's 
responsibilities, duties, authority, powers, functions, 
title, working conditions or status from those in 
effect immediately prior to the Change in Control; or 
(ii) a reassignment to another geographic location more 
than 50 miles from the Employee's place of employment 
immediately prior to the Change in Control; or (iii) a 
reduction in base salary and incentive compensation, if 
any, from those in effect immediately prior to the 
Change in Control.  For purposes of the preceding 
sentence, a reduction in incentive compensation will be 
deemed to have occurred if and only if the percentage 
of salary paid as incentive compensation under the 
Corporation's Incentive Compensation Plan for any 
calendar year is less than the average percentage of 
salary paid to the Employee as incentive compensation 
under such Plan for the three calendar years preceding 
the Change in Control. 

			Notwithstanding the foregoing, an 
Employee's failure to object in writing to the changes 
listed in subsections (i), (ii) and (iii) within 180 
days of any such change shall constitute a waiver of 
such change being deemed an Involuntary Termination.

		2.7	"Plan" means the General Signal 
Corporation Change in Control Severance Pay Plan as may 
be amended from time to time.

		2.8 	"Subsidiary" means a "subsidiary 
corporation" as defined in Section 425(f) of the 
Internal Revenue Code of 1986, as now in effect or as 
hereafter amended.

		2.9 	"Voting Securities" means any securities 
of the Corporation which vote generally in the election 
of directors.


	SECTION 3.  BENEFITS

		3.1	In the event of Involuntary Termination 
of any Employee who is an executive officer of the 
Corporation, the Corporation shall pay such officer 36 
months of Compensation.

		3.2	In the event of Involuntary Termination 
of any Employee who is not an executive officer of the 
Corporation or a President of a unit of the 
Corporation, the Corporation shall pay such person 24 
months of Compensation.

		3.3	In the event of Involuntary Termination 
of any President of a unit of the Corporation, the 
Corporation shall pay such person 12 months of the 
Employee's annual base salary in effect immediately 
prior to the date of Involuntary Termination.

		3.4	For purposes of this Section, 
Compensation is calculated using the Employee's annual 
base salary in effect immediately prior to the date of 
Involuntary Termination plus the average of the three 
highest payments made to the Employee under the 
Corporation's Incentive Compensation Plan or any other 
applicable bonus plans in the five calendar years 
preceding the calendar year of Involuntary Termination.

		3.5	Any payments pursuant to Sections 3.1, 
3.2 or 3.3 of this Plan shall be paid in a lump sum 
within thirty (30) days following Involuntary 
Termination and such payments shall be reduced by the 
amount paid to the Employee pursuant to any other 
severance pay policy of the Corporation.

		3.6	Within thirty (30) days following 
Involuntary Termination, the Corporation shall pay to 
an Employee described in Sections 3.1 or 3.2 a lump sum 
cash amount equal to the present value of the 
retirement benefit the Employee would have been 
entitled to receive under the terms of the Corporate 
Retirement Plan for Employees of General Signal 
Corporation as in effect on the day preceding the 
Change in Control (without regard to vesting 
thereunder) and the Benefit Equalization Plan as in 
effect on the day preceding the Change in Control had 
the Employee accumulated additional service equal to 
the period for which the Employee is paid under 
Sections 3.1 or 3.2 of this Plan.  For purposes of 
calculating the lump sum cash payments provided by this 
Section, the present value shall be determined by using 
the lump sum factors contained in such Corporate 
Retirement Plan on the date of Involuntary Termination.

		3.7	Within thirty (30) days following 
Involuntary Termination, the Corporation shall pay to 
an Employee described in Sections 3.1 or 3.2 a lump sum 
cash amount equal to the present value of the aggregate 
Matching Contributions that would have been made by the 
Corporation under the terms of the General Signal 
Corporation Savings and Stock Ownership Plan as in 
effect on the day preceding the Change in Control if 
the Employee had continued to be employed and to 
participate in such Savings Plan to the same extent as 
he participated in the year of such Involuntary 
Termination during the period for which the Employee is 
paid under Sections 3.1 or 3.2 of this Plan.  For 
purposes of calculating the lump sum cash payments 
provided by this Section, the present value shall be 
determined by using the Pension Benefit Guaranty 
Corporation interest rate for immediate annuities on 
the date of Involuntary Termination.

		3.8	During the period for which an Employee 
is paid under Sections 3.1 or 3.2 of this Plan, the 
Employee shall be deemed to be on layoff status and 
continue to be entitled to all benefits and service 
credit for benefits under medical, insurance, and other 
welfare benefit plans, programs and arrangements of the 
Corporation as if he were actively employed during such 
period (including meeting any age and service 
requirements for post retirement benefits).  With 
respect to such welfare benefit plans, an Employee 
shall be entitled to purchase continued coverage for 
himself and all covered family members and the 
Corporation shall arrange for, and make available, such 
coverage as of his Involuntary Termination.  Such 
coverage shall be no less in scope than that provided 
to the covered Employee (and covered family members) at 
the time of Change in Control.  The cost of such 
coverage shall be shared by the Corporation and the 
Employee in the same proportion as exists at the time 
of Change in Control.  With respect to medical 
(including HMO) and dental coverage, such coverage 
shall be in lieu of the Corporation's practice of 
affording health care continuation coverage to 
terminating employees and covered family members 
pursuant to the Consolidated Omnibus Reconciliation 
Budget Act of 1986, as amended, ("COBRA"), to the 
extent that the availability of such coverage to such 
Employee (and covered family members) satisfies the 
Corporation's legal obligations under COBRA.

		3.9	If, by reason of the requirements for 
tax qualification or any other reason, benefits or 
service credits under any welfare benefit plan shall 
not be payable or provided under any such plan to the 
Employee or his dependents, beneficiaries or estate 
despite the provisions of Section 3.8 above, the 
Corporation itself shall, to the extent necessary, pay 
or provide for payment of such benefits and service 
credit for such benefits to the Employee or his 
dependents, beneficiaries or estate.

	SECTION 4.  PAYMENTS

		4.1	All severance payments shall be made 
from the general assets of the Corporation; provided, 
however, that such payments shall be reduced by the 
amount of any payments made to an Employee from any 
trust or special or separate fund established by the 
Corporation to assure such payments.  The Corporation 
shall not be required to establish a special or 
separate fund or other segregation of assets to assure 
such payments, and, if the Corporation shall make any 
investments to aid it in meeting its obligations 
hereunder, Employees shall have no right, title or 
interest whatever in or to any such investments except 
as may otherwise be expressly provided in a separate 
written instrument relating to such investments.  
Nothing contained in this Plan, and no action taken 
pursuant to its provisions, shall create or be 
construed to create a trust of any kind between the 
Corporation and any Employees.  To the extent that any 
Employee acquires a right to receive payments from the 
Corporation hereunder, such right shall be no greater 
than the right of an unsecured creditor of the Corpora-
tion.  

		4.2 	The Corporation may deduct from 
severance payments any Federal, state or local 
withholding or other taxes or charges which is required 
to deduct under applicable laws.  


	SECTION 5.  ADMINISTRATION OF THE PLAN

		5.1 	The Corporate Benefits Committee shall 
have general responsibility for the administration and 
interpretation of the Plan.

		5.2 	The Corporate Benefits Committee may 
arrange for the engagement of such legal counsel, who 
may be counsel for the Corporation, and make use of 
such agents and clerical or other personnel as it shall 
require or may deem advisable for purposes of the Plan. 
 The Corporate Benefits Committee may rely upon the 
written opinions of such counsel, may delegate to any 
agent or to any sub-committee or member of the 
Corporate Benefits Committee its authority to perform 
any act, including without limitation those matters 
involving the exercise of a discretion; provided, 
however, that such delegation shall be subject to 
revocation at any time at the discretion of the 
Corporate Benefits Committee.

		5.3 	If any claim for benefits under the Plan 
is wholly or partially denied, the Corporate Benefits 
Committee shall give written notice by registered or 
certified mail of such denial to the claimant within 90 
days after receipt of the written claim by the 
Corporate Benefits Committee.  Notice must be written 
in a manner calculated to be understood by the 
claimant, setting forth the specific reasons for such 
denial, specific reference to pertinent Plan provisions 
on which the denial is based, a description of any 
additional material or information necessary for the 
claimant to perfect the claim and an explanation of why 
such material or information is necessary, and an 
explanation of the Plan's claim review procedure.  The 
Corporate Benefits Committee shall also advise the 
claimant that he or his duly authorized representative 
may request a review by the Corporate Benefits 
Committee of the decision to deny the claim by filing 
with the Corporate Benefits Committee, within 65 days 
after such notice has been received by the claimant, a 
written request for such review.  The claimant may 
review pertinent documents and submit issues and 
comments in writing within the same 65 day period.  If 
such request is so filed, such review shall be made by 
the Corporate Benefits Committee within 60 days after 
receipt of such request, unless special circumstances 
(including, but not limited to, a need to hold a 
hearing) require an extension of time for processing, 
in which case a decision shall be rendered not later 
than 120 days after receipt of the request for review. 
 The claimant shall be given written notice within such 
60 day period of the decision resulting from such 
review, which shall include specific reasons for the 
decision, written in a manner calculated to be 
understood by the claimant, and specific references to 
the pertinent Plan provisions on which the decision was 
based.


	SECTION 6.  LITIGATION EXPENSES

		6.1 	In the event of any litigation or other 
proceeding between the Corporation and the Employee 
with respect to the subject matter of this Plan and the 
enforcement of his rights hereunder, the Corporation 
shall reimburse the Employee for all of his reasonable 
costs and expenses relating to such litigation or other 
proceeding, including his reasonable attorney's fees 
and expenses, provided that such litigation or 
proceeding results in any (a) settlement requiring the 
Corporation to make a payment to the Employee, or (b) 
judgment or order in whole or in part in favor of the 
Employee, regardless of whether such judgment or order 
is subsequently reversed on appeal or in a collateral 
proceeding.  In no event shall the Employee be required 
to reimburse the Corporation for any of the costs and 
expenses relating to such litigation or other 
proceeding.  The obligation of the Corporation under 
this section shall survive the termination for any 
reason of this Plan.

	SECTION 7.  AMENDMENT, SUSPENSION, OR
	TERMINATION OF THE PLAN 

		7.1	At any time prior to the occurrence, if 
any, of a Change in Control, the Board of Directors 
shall have the power to amend, suspend or terminate the 
Plan in whole or in part and for any reason.

		7.2	For at least two years after the 
occurrence of a Change in Control, the Plan may not be 
amended, suspended or terminated.


	SECTION 8.  MISCELLANEOUS

		8.1	Nothing contained in the Plan shall give 
any Employee the right to be retained in the employment 
of the Corporation or any of its affiliated or 
associated corporations or affect the right of any such 
Employer to dismiss any Employee.

		8.2	If the Corporate Benefits Committee 
shall find that any person to whom any amount is 
payable under the Plan is unable to care for his or her 
affairs because of illness or accident, or is a minor, 
or has died, then any payment due him or her or his or 
her estate (unless a prior claim therefor has been made 
by a duly appointed legal representative) may, if the 
Corporate Benefits Committee so elects, be paid to his 
or her spouse, a child, a relative, an institution 
maintaining or having custody of such person, or any 
other person deemed by the Corporate Benefits Committee 
to be a proper recipient on behalf of such person 
otherwise entitled to payment.  Any such payment shall 
be a complete discharge of the liability of the Plan 
therefor.  

		8.3 	Except insofar as may otherwise be 
required by law, no amount payable at any time under 
the Plan shall be subject in any manner to alienation 
by anticipation, sale, transfer, assignment, 
bankruptcy, pledge, attachment, charge or encumbrance 
of any kind or in any manner be subject to the debts or 
liabilities of any person and any attempt so to 
alienate or subject any such amount, whether at the 
time or thereafter payable, shall be void.  If any 
person shall attempt to, or shall, alienate, sell, 
transfer, assign, pledge, attach, charge or otherwise 
encumber any amount payable under the Plan, or any part 
thereof, or if by reason of his or her bankruptcy or 
other occurrence at any time such amount would be made 
subject to his debts or liabilities or would otherwise 
not be enjoyed by him or her, then the Corporate 
Benefits Committee, if it so elects, may direct that 
such amount be withheld and that the same amount or any 
part thereof be paid or applied to or for the benefit 
of such person, in such manner and proportion as the 
Corporate Benefits Committee may deem proper.  

		8.4 	The captions preceding the Sections of 
the Plan have been inserted solely as a matter of 
convenience and in no way define or limit the scope or 
intent of any provisions of the Plan.

		8.5 	The Plan and all rights thereunder shall 
be governed by and construed in accordance with the 
laws of the State of New York.