File: 4.67 - emplbnft\pension.bep







	GENERAL SIGNAL CORPORATION

	BENEFIT EQUALIZATION PLAN 























					
							
											
			
	As Amended and Restated			
	October 17, 1996

	GENERAL SIGNAL CORPORATION

	BENEFIT EQUALIZATION PLAN


	TABLE OF CONTENTS



										
               	PAGE

ARTICLE I	Purpose	1

ARTICLE II	Definitions	1

ARTICLE III	Eligibility	2

ARTICLE IV	Pension Benefits	3

ARTICLE V	Source of Payment	3

ARTICLE VI	Designation of Beneficiaries	4

ARTICLE VII	Administration of the Plan	4

ARTICLE VIII	Amendment and Termination	6

ARTICLE IX	General Provisions	6

	GENERAL SIGNAL CORPORATION

	BENEFIT EQUALIZATION PLAN


	ARTICLE I

	Purpose

	1.1	General Signal Corporation established this 
amended and restated Benefit Equalization Plan 
effective as of October 14, 1993 solely for the purpose 
of providing to its eligible employees benefits which 
would have been payable from the tax-exempt trust under 
the tax-qualified pension benefit plan known as the 
Corporate Retirement Plan of General Signal Corporation 
but for the limitations placed by the Internal Revenue 
Code on benefits payable made with respect to such 
employees under such plan.  This Plan constitutes an 
amendment and continuation of the Plan in effect prior 
to this restatement.

		The portions of the Plan providing benefits 
without regard to the limitation on compensation under 
Section 401(a)(17) of the Code ($150,000 for 1994), and 
taking into account deferrals under the General Signal 
Corporation Deferred Compensation Plan, constitutes an 
unfunded plan maintained primarily for the purpose of 
providing deferred compensation for a select group of 
management or highly compensated employees.  The 
portion of the Plan providing benefits above the 
limitations prescribed under Section 415 of the Code 
constitutes an "excess benefit plan" as defined in 
Section 3(36) of the Employee Retirement Security Act 
of 1974.

	ARTICLE II

	Definitions

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

	2.1	"Act" means the Employee Retirement Income 
Security Act of 1974 as amended from time to time.
	
	2.2	"Beneficiary" means the beneficiary or 
beneficiaries designated in accordance with Article VI 
of the Plan to receive the amount, if any, payable upon 
the death of an Employee who participates in the Plan.
	
	2.3	"Benefit Limitations" means (a) the maximum 
"annual benefit" payable under the Corporate Retirement 
Plan in accordance with Section 415 of the Code, and 
(b) the maximum amount of pension plan benefits that 
could have been provided under the Corporate Retirement 
Plan without regard to the limitation prescribed under 
Section 401(a)(17) of the Code on the amount of annual 
compensation that can be taken into account under the 
Corporate Retirement Plan.

	2.4	"Board of Directors" means the Board of 
Directors of the Company.
	
	2.5	"Code" means the Internal Revenue Code, as 
amended from time to time.
	
	2.6	"Company"  means General Signal 
Corporation, a New York corporation, and its successors 
or assigns.
	
	2.7	"Corporate Benefits Committee" means the 
committee appointed to administer  and be the named 
fiduciary for administration of  the Corporate 
Retirement Plan.
	
	2.8	"Corporate Retirement Plan" means the 
Corporate Retirement Plan of General Signal 
Corporation, as amended and restated from time to time.
	
	2.9	"Employee" means any person employed by an 
Employer who is eligible to receive a benefit under the 
Corporate Retirement Plan.
	
	2.10	"Employer" means the Company and each 
subsidiary thereof that participates in the Corporate 
Retirement Plan.
	
	2.11	"Human Resources Officer" means the chief 
human resources officer of the Company.

	2.12	Investment Committee means the committee 
appointed to be responsible for all assets and be the 
named fiduciary for all assets of the Corporate 
Retirement Plan.

	2.13	"Pension Benefits" means the benefits 
described in Article IV of the Plan.
	
	2.14	"Plan" means the General Signal Corporation 
Benefit Equalization Plan as set forth herein and as 
amended and restated from time to time.

		ARTICLE III

	Eligibility

	3.1	Each Employee with respect to whom benefits 
are reduced under the Corporate Retirement Plan as a 
result of any of the Benefit Limitations shall 
participate in the Plan.



	ARTICLE IV

	Pension Benefits

	4.1  	The amount of Pension Benefits payable to 
or in respect of an Employee shall be equal to the 
actuarial value of the difference between (a) the 
amount of benefits which would have been payable to or 
in respect of the Employee under the Corporate 
Retirement Plan without regard to the Benefit 
Limitations and (b) the amount of benefits actually 
payable to or in respect of the Employee thereunder.

		In addition, the amount of Pension Benefits 
shall be increased in the amount of additional benefits 
to which the Employee would have been entitled under 
the Corporate Retirement Plan had the deferral of any 
compensation under the General Signal Corporation 
Deferred Compensation Plan been included as part of the 
Employee's earnings and paid to the Employee during the 
applicable calendar year.

	4.2	Subject to Section 4.3, Pension Benefits 
shall be payable in the form of a life annuity for a 
single Employee and in the form of a 50% joint and 
survivor annuity for a married Employee, beginning on 
the individual's retirement date, unless the Corporate 
Benefits Committee authorizes another manner or time of 
payment.

		The Company reserves the right to limit 
payments in any given year to such amount as would not 
cause a loss of deductibility pursuant to Section 
162(m) of the Code.

	4.3	In the event that the lump sum value of the 
Pension Benefits under the Plan shall be $20,000 or 
less, such Pension Benefits shall be payable in a lump 
sum settlement of Actuarially Equivalent (as defined in 
the Corporate Retirement Plan) value in full discharge 
of all liability in respect of such Pension Benefits.  
The lump sum payment shall be made as soon as 
administratively practicable following the Employee's 
termination of service or death.  The Pension Benefits 
of any Employee who receives such a lump sum payment 
and who subsequently accrues Pension Benefits under 
this Plan shall be reduced by the Actuarial Equivalent 
of the Pension Benefits on which the lump sum amount 
was so paid.

		
	ARTICLE V

	Source of Payment

	5.1	All payments provided for under the Plan 
shall be paid in cash from the general funds of the 
Company; provided, however, that such payments shall be 
reduced by the amount of any payments made to the 
Employee or his or her dependents, beneficiaries or 
estate from any trust or special or separate fund 
established by the Company to assure such payments.  
The Company shall not be required to establish a 
special or separate fund or other segregation of assets 
to assure such payments, and, if the Company shall make 
any investments to aid it in meeting its obligations 
hereunder, a participant 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 
Company and any participants.  To the extent that any 
participant acquires a right to receive payments from 
the Company hereunder, such right shall be no greater 
than the right of an unsecured creditor of the Company.

	5.2	The Investment Committee may, for financial 
reasons, establish a grantor trust for the benefit of 
participants in the Plan.  The assets of said trust 
will be held separate and apart from other Company 
funds and shall be used exclusively for the purposes 
set forth in the Plan and the applicable trust 
agreement, subject to the following conditions:

		  (a)	the creation of said trust shall not 
cause the Plan to be other than "unfunded" for purposes of Title I 
of the Act:

		  (b)	the Company shall be treated as the 
"grantor" of said trust for purposes of Sections 671 and 677 of the Code; 
and

		  (c)	said trust agreement shall provide that its assets may be used to 
satisfy claims of the Company's general creditors, provided that the 
rights of such general creditors are enforceable under federal and state 
law.

	ARTICLE VI

	Designation of Beneficiaries

	6.1	Unless an Employee who participates in the 
Plan otherwise files with the Corporate Benefits 
Committee a written designation of one or more persons 
as the Beneficiary who shall be entitled to receive the 
amount, if any, payable under the Plan upon such 
Employee's death, the Employee's beneficiary under the 
Corporate Retirement Plan shall be deemed to have been 
designated the Beneficiary for Pension Benefits. If the 
Corporate Benefits Committee is in doubt as to the 
right of any person to receive such amount, the 
Corporate Benefits Committee may retain such amount, 
without liability for any interest thereon, until the 
rights thereto are determined, or the Corporate 
Benefits Committee may pay such amount into any court 
of appropriate jurisdiction and such payment shall be a 
complete discharge of the liability of the Plan and the 
Company therefor.


	ARTICLE VII

	Administration of the Plan

	7.1	The Plan shall be administered by the 
Corporate Benefits Committee which shall have full 
power and authority to interpret, construe and 
administer the Plan, and review claims for benefits 
under the Plan, and the Corporate Benefits Committee's 
interpretations and constructions of the Plan and 
actions thereunder shall be binding and conclusive on 
all persons and for all purposes.

	7.2	The members of the Corporate Benefits 
Committee shall be the named fiduciaries of the Plan 
for administration of the Plan (including but not 
limited to complying with reporting and disclosure 
requirements and establishing and maintaining Plan 
records), and shall engage such certified public 
accountants, who may be accountants for the Company, as 
it shall require or may deem advisable for purposes of 
administration of the Plan.  The Corporate Benefits 
Committee may arrange for the engagement of such legal 
counsel, who may be counsel for the Company, and make 
use of such agents and clerical or other personnel as 
they each shall require or may deem advisable for 
purposes of the Plan.  The Corporate Benefits Committee 
may rely upon the written opinion of such counsel and 
the accountants engaged by the Corporate Benefits 
Committee and may delegate to any such agent or to any 
sub-committee or member of the Corporate Benefits 
Committee its authority to perform any act hereunder, 
including without limitation those matters involving 
the exercise of discretion, provided that such 
delegation shall be subject to revocation at any time 
at the discretion of the Corporate Benefits Committee.

	7.3	To the maximum extent permitted by law, no 
member of the Corporate Benefits Committee or 
Investment Committee shall be personally liable by 
reason of any contract or other instrument executed by 
such member or on such member's behalf in his or her 
capacity as a member of said Committees nor for any 
mistake of judgment made in good faith, and the Company 
shall indemnify and hold harmless, directly from its 
own assets (including the proceeds of any insurance 
policy the premiums of which are paid from the 
Company's own assets), each member of the Corporate 
Benefits Committee, Investment Committee and each other 
officer, employee or director of the Company to whom 
any duty or power relating to the administration or 
interpretation of the Plan, or to the management and 
control of the assets of the Plan, may be delegated or 
allocated, against any cost or expense (including 
counsel fees) or liability (including any sum paid in 
settlement of a claim with the approval of the Company) 
arising out of any act or omission to act in connection 
with the Plan unless arising out of such person's own 
fraud or willful misconduct.  Each Employer will pay 
such proportion of any claim and/or expense as the 
Company directs.   

	7.4	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 the claimant or the claimant's 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 with 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.

	ARTICLE VIII

	Amendment and Termination

	8.1	The Company expects and intends to maintain 
the Plan in force indefinitely, but the Company, by 
action of the Board of Directors, may change, suspend 
or terminate the Plan at any time.  The Human Resources 
Officer may adopt amendments to the Plan which it deems 
necessary or appropriate to comply with applicable laws 
or government regulations or which do not materially 
increase the annual cost of the Plan.  Notwithstanding 
the foregoing, no such action shall retroactively 
impair or otherwise adversely affect the rights of any 
person to benefits under the Plan which have accrued 
prior to the date of any such action, as determined by 
the Corporate Benefits Committee.
	ARTICLE IX

	General Provisions

	9.1	This Plan shall be binding upon and inure 
to the benefit of the Company and its successors and 
assigns and the Employee and the designees and the 
estate of the Employee.  Nothing in this Plan shall 
preclude the Company from consolidating or merging into 
or with, or transferring all or substantially all of 
its assets to, another corporation which assumes this 
Plan and all obligations of the Company hereunder.  
Upon such a consolidation, merger or transfer of assets 
and assumption, the term "Company" shall refer to such 
other corporation and this Plan shall continue in full 
force and effect.

	9.2	Neither the Plan nor any action taken 
hereunder shall be construed as giving to an Employee 
the right to be retained in the employ of the Employer 
or as affecting the right of the Employer to dismiss 
any Employee.

	9.3	The Company may withhold from any benefits 
payable under this Plan all Federal, state, city or 
other taxes as shall be required pursuant to any law or 
governmental regulation or ruling.

	9.4	Except insofar as may otherwise be required 
by law, no amount payable at any time under the Plan 
and the Fund shall be subject in any manner to 
alienation by anticipation, sale, transfer, assignment, 
bankruptcy, pledge, attachment, charge or encumbrance 
of any kind nor in any manner be subject to the debts 
or liabilities of any person and any attempt to so 
alienate or subject any such amount, whether presently 
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 and Fund, or any part 
thereof, or if by reason of such person's bankruptcy or 
other event happening at any such time such amount 
would be made subject to such person's debts or 
liabilities or would otherwise not be enjoyed by the 
such person, then the Corporate Benefits Committee, if 
it so elects, may direct that such amount be withheld 
and that the same or any part thereof be paid or 
applied to or for the benefit of such person, such 
person's spouse, children or other dependents, or any 
of them, in such manner and proportion as the Corporate 
Benefits Committee may deem proper.

	9.5	If the Corporate Benefits Committee shall 
find that any person to whom any amount is or was 
payable hereunder is unable to care for such person's 
affairs because of illness or accident, or has died, 
then the Company, if it so elects, may direct that any 
payment due such person or such person's estate (unless 
a prior claim therefor has been made by a duly 
appointed legal representative) or any part thereof be 
paid or applied for the benefit of such person or to or 
for the benefit of such person's spouse, children or 
other dependents, an institution maintaining or having 
custody of such person, any other person deemed by the 
Corporate Benefits Committee to be a proper recipient 
on behalf of such person otherwise entitled to payment, 
or any of them, in such manner and proportion as the 
Company may deem proper.  Any such payment shall be in 
complete discharge of the liability of the Corporate 
Benefits Committee therefor.

	9.6	Whenever, under this Plan, it is necessary 
to determine whether one benefit is less than, equal 
to, or larger than another, whether or not such 
benefits are provided under this Plan, such 
determination shall be made by the Company's 
independent consulting actuary, using mortality, 
interest and any other assumptions normally used at the 
time by such actuary in determining actuarial 
equivalents under the Corporate Retirement Plan.

	9.7	All elections, designations, requests, 
notices, instructions, and other communications from an 
Employee, Beneficiary or other person to the Corporate 
Benefits Committee required or permitted under the Plan 
shall be in such form as is prescribed from time to 
time by the Corporate Benefits Committee, shall be 
mailed by first-class mail or delivered to such 
location as shall be specified by the Corporate 
Benefits Committee, and shall be deemed to have been 
given and delivered only upon actual receipt thereof at 
such location.

	9.8	The benefits payable under this Plan shall 
be in addition to all other benefits provided for 
Employees of the Company.

	9.9	The captions preceding the sections and 
articles hereof 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.

	9.10	This Plan shall be governed by the laws of 
the State of New York from time to time in effect.