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                                                                    EXHIBIT 10.5

                          [UNITED DOMINION Letterhead]




March 1, 1999



PRIVILEGED AND CONFIDENTIAL

[Participant]

Dear [Participant]:

         United Dominion Industries, Inc. (the "Company") and its ultimate
parent company, United Dominion Industries Limited ("Limited"), for which the
Company provides management services, consider it essential to the best
interests of their shareholders to foster the continuous employment of key
Company management personnel. Further, the boards of directors of the Company
(the "Board") and of Limited (the "Limited Board") recognize that the
possibility of a change in control exists, and that such possibility, and the
uncertainty and questions which may arise among management, may result in the
departure or distraction of management personnel to the detriment of the
Company, Limited and their shareholders.

         The Board and the Limited Board have determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the management of the Company and its subsidiaries,
including yourself, to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from any possible change in control
of the Company or Limited.

     In order to induce you to remain in the employ of the Company, the Company
agrees that you shall receive the severance benefits set forth in this letter
agreement (the "Agreement") in the event your employment with the Company is
terminated subsequent to a Change in Control



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(as defined in Section 2 hereof) under the circumstances described below.

1.       Term of Agreement. The term of this Agreement (the "Term") shall
         commence on the date hereof and shall continue in effect for a period
         of three years from the date hereof; provided, however, the original
         Term of this Agreement shall automatically be extended each year, on
         the anniversary date of this Agreement, for an additional year unless,
         not later than ninety (90) days prior to any such anniversary date, the
         Company shall have given notice that it does not wish to extend the
         Term, in which case this Agreement shall expire at the end of the
         two-year period following such anniversary date. Notwithstanding any
         such notice by the Company not to extend the Term, if a Change in
         Control shall have occurred during the original or extended Term, the
         Term shall continue in effect for a period of thirty-six (36) months
         beyond such Change in Control.

2.       Change in Control. No benefits shall be payable hereunder unless there
         shall have been a Change in Control, as set forth below. For purposes
         of this Agreement, a "Change in Control" shall mean any one or more of
         the events set forth below or a change in control of the Company of a
         nature that would be required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A promulgated under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), whether or not
         the Company is then subject to such reporting requirement. Without
         limitation, a Change in Control shall be deemed to have occurred if:

         (A)      The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of 20% or more of
                  either (i) the then outstanding shares of common stock of the
                  Company or Limited (in each case, the "Outstanding Company
                  Common Stock") or (ii) the combined voting power of the then
                  outstanding voting securities of the Company or Limited
                  entitled to vote generally in the election of directors (in
                  each case, the "Outstanding Company Voting Securities");
                  provided, however, that for purposes of this subsection (A),
                  the following acquisitions shall



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                  not constitute a Change in Control: (i) any acquisition
                  directly from the Company or Limited, (ii) any acquisition by
                  the Company or Limited, (iii) any acquisition by any employee
                  benefit plan (or related trust) sponsored or maintained by the
                  Company or Limited or any corporation controlled by or under
                  common control with the Company or Limited or (iv) any
                  acquisition by any corporation pursuant to a transaction which
                  complies with clauses (i), (ii) and (iii) of subsection (C);
                  or

         (B)      Individuals who, as of the date hereof, constitute the Limited
                  Board cease for any reason to constitute at least a majority
                  of the Limited Board; provided, however, that any individual
                  becoming a director subsequent to the date hereof whose
                  election, or nomination for election by the Limited's
                  shareholders, was approved by a vote of at least a majority of
                  the directors then comprising the Limited Board shall be
                  considered as though such individual were a member of the
                  Limited Board, but excluding, for this purpose, any such
                  individual whose initial assumption of office occurs as a
                  result of an actual or threatened election contest with
                  respect to the election or removal of directors or other
                  actual or threatened solicitation of proxies or consents by or
                  on behalf of a Person other than the Limited Board; or

         (C)      Consummation of a reorganization, merger or consolidation or
                  sale or other disposition of all or substantially all of the
                  assets of the Company or Limited (a "Business Combination"),
                  in each case, unless, following such Business Combination, (i)
                  all or substantially all of the individuals and entities who
                  were the beneficial owners, respectively, of the Outstanding
                  Company Common Stock and Outstanding Company Voting Securities
                  immediately prior to such Business Combination beneficially
                  own, directly or indirectly, more than 50% of, respectively,
                  the then outstanding shares of common stock and the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors, as
                  the case may be, of the corporation resulting from such
                  Business Combination (including, without limitation, a
                  corporation which as a result of such



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                  transaction owns the Company or Limited or all or
                  substantially all of the Company's or Limited's assets either
                  directly or through one or more subsidiaries) in substantially
                  the same proportions as their ownership, immediately prior to
                  such Business Combination, of the Outstanding Company Common
                  Stock and Outstanding Company Voting Securities, as the case
                  may be, (ii) no Person (excluding any corporation resulting
                  from such Business Combination or any employee benefit plan
                  (or related trust) of the Company or Limited or such
                  corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 20% or more of,
                  respectively, the then outstanding shares of common stock of
                  the corporation resulting from such Business Combination or
                  the combined voting power of the then outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Business Combination and (iii)
                  at least a majority of the members of the board of directors
                  of any corporation resulting from such Business Combination,
                  or any corporation with direct or indirect control over any
                  such corporation, were members of the Incumbent Board at the
                  time of the execution of the initial agreement, or of the
                  action of the Board or the Limited Board, providing for such
                  Business Combination; or

         (D)      Approval by the shareholders of the Company or Limited of a
                  complete liquidation or dissolution of the Company or Limited;
                  or

         (E)      The Company or Limited executes an agreement, the consummation
                  of which would result in the occurrence of a Change in Control
                  as described above,

         then, with respect to a termination of your employment, other than a
         termination resulting from your death or Retirement, or initiated by
         the Company for Cause or Disability, or otherwise initiated by you
         other than for Good Reason occurring after such event or the execution
         of such agreement and prior to the expiration or termination of such
         agreement, a Change in Control shall be deemed to have occurred as of
         the date of such event or the execution of such agreement.



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3.       Potential Change in Control. You agree, subject to the terms and
         conditions of this Agreement, to remain in the employ of the Company in
         the event of a Potential Change in Control until the earliest of (a) a
         date which is two hundred seventy (270) days from the occurrence of
         such Potential Change in Control, (b) the termination of your
         employment by reason of your death or your Disability or Retirement as
         defined in Subsection 4(A) of this Agreement, respectively, or (c) the
         date on which you first become entitled under this Agreement to receive
         the benefits provided in Subsection 5(D) of this Agreement. For
         purposes of this Agreement, a Potential Change in Control shall be
         deemed to have occurred if:

         (A)      The Company or Limited enters into an agreement or agreements
                  which, if carried out, would result in the occurrence of a
                  Change in Control;

         (B)      Any person publicly announces an intention to take or to
                  consider taking actions which, if carried out, would
                  constitute a Change in Control;

         (C)      Any person, other than a trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company or
                  Limited (or a company owned, directly or indirectly, by the
                  shareholders of the Company or Limited in substantially the
                  same proportions as their ownership of shares of the Company
                  or Limited), who is or becomes the beneficial owner, directly
                  or indirectly, of securities of the Company or Limited
                  representing 10 percent or more of the combined voting power
                  of the Company's or Limited's then outstanding securities,
                  increases his beneficial ownership of such securities by 10
                  percentage points or more over the percentage so owned by such
                  person on the date hereof; or

         (D)      The Board or the Limited Board adopts a resolution to the
                  effect that, for purposes of this Agreement, a Potential
                  Change in Control has occurred.

4.       Termination Following Change in Control. If any of the events described
         in Section 2 hereof constituting a Change in Control shall have
         occurred, you shall be entitled to the benefits provided in Subsection
         5(D) hereof upon subsequent termination of your employment



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         during the Term unless such termination is because of your death or
         Retirement, by the Company for Cause or Disability, or by you other
         than for Good Reason.

         (A)      Disability; Retirement. If, as a result of your incapacity due
                  to physical or mental illness, you shall have been absent from
                  the full-time performance of your duties with the Company for
                  six (6) consecutive months, and within thirty (30) days after
                  written Notice of Termination is given, you shall not have
                  returned to the full-time performance of your duties, the
                  Company may terminate your employment for "Disability". Any
                  question as to the existence of your Disability upon which you
                  and the Company cannot agree shall be determined by a
                  qualified independent physician selected by you (or, if you
                  are unable to make such selection, it shall be made by any
                  adult member of your immediate family), and approved by the
                  Company. The determination of such physician made in writing
                  to the Company and to you shall be final and conclusive for
                  all purposes of this Agreement. Termination of your employment
                  based on "Retirement" shall mean your voluntary termination of
                  employment on an Early or Normal Retirement Date as defined in
                  the United Dominion Industries, Inc. Revised Retirement Plan
                  (the "Pension Plan") as in effect immediately prior to the
                  occurrence of a Change in Control whether or not you are a
                  participant in the Pension Plan, or in accordance with any
                  retirement arrangement established with your consent with
                  respect to you.

         (B)      Cause. Termination by the Company of your employment for
                  "Cause" shall mean termination upon (i) the willful and
                  continued failure by you substantially to perform your duties
                  with the Company (other than any such failure resulting from
                  your incapacity due to physical or mental illness or from your
                  Retirement or any such actual or anticipated failure resulting
                  from termination by you for Good Reason) after a written
                  demand for substantial performance is delivered to you by the
                  Board, which demand specifically identifies the manner in
                  which the Board believes that you have not substantially
                  performed your duties, or, (ii) the willful engaging by you in
                  conduct which is demonstrably and materially injurious to the
                  Company,



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                  monetarily or otherwise. For purposes of this Subsection, no
                  act or failure to act on your part shall be deemed "willful"
                  unless done, or omitted to be done, by you not in good faith
                  and without reasonable belief that your action or omission was
                  in the best interest of the Company. Notwithstanding the
                  foregoing, you shall not be deemed to have been terminated for
                  Cause unless and until there shall be delivered to you a copy
                  of a resolution duly adopted by the affirmative vote of not
                  less than three-quarters (3/4) of the entire membership of the
                  Board at a meeting of the Board called and held for such
                  purpose (after reasonable notice to you and an opportunity for
                  you, together with your counsel, to be heard before the
                  Board), finding that in the good faith opinion of the Board
                  you were guilty of conduct set forth above in clause (i) or
                  (ii) of the first sentence of this Subsection and specifying
                  the particulars thereof in detail.

         (C)      Good Reason. You shall be entitled to terminate your
                  employment for Good Reason. For purposes of this Agreement,
                  "Good Reason" shall mean, without your express written
                  consent, any of the following:

                  (i)        Inconsistent Duties. A meaningful and detrimental
                             alteration (in your reasonable good faith
                             determination) in the nature or status of your
                             responsibilities (including those as a director of
                             the Company, if any) from those in effect
                             immediately prior to the Change in Control;

                  (ii)       Reduced Salary. A reduction by the Company in your
                             annual base salary as in effect on the date hereof
                             or as the same may be increased from time to time;

                  (iii)      Relocation. The relocation of the office of the
                             Company where you are employed at the time of the
                             Change in Control (the "CIC Location") to a
                             location that is more than fifty (50) miles from
                             your current location, or which in your good faith
                             assessment is an area not generally considered
                             conducive to maintaining the executive offices of a
                             company such as



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                           the Company because of hazardous or undesirable
                           conditions, including without limitation a high crime
                           rate or inadequate facilities;

                  (iv)     Incentive Compensation Plans. The failure by the
                           Company to continue in effect any compensation plan
                           in which you participate, including but not limited
                           to the United Dominion Industries Corporate Net Worth
                           Incentive Compensation Plan or any other plans
                           adopted prior to the Change in Control, which failure
                           has a significant adverse effect on your total
                           compensation, unless an equitable arrangement
                           (embodied in an ongoing substitute or alternative
                           plan) has been made with respect to such plan in
                           connection with the Change in Control, or the failure
                           by the Company to continue your participation therein
                           on at least as favorable a basis, in terms of the
                           amount of benefits available to you as existed at the
                           time of the Change in Control;

                  (v)      Benefits and Perquisites. The failure by the Company
                           to continue to provide you with benefits and
                           perquisites substantially similar to those enjoyed by
                           you under the Company's pension, life insurance,
                           medical, health and accident, disability, savings and
                           other qualified and non-qualified executive benefit
                           plans in which you were participating at the time of
                           the Change in Control;

                  (vi)     No Assumption by Successor. The failure of the
                           Company to obtain a satisfactory agreement from any
                           successor to assume and agree to perform this
                           Agreement, as contemplated in Section 6 hereof or, if
                           the business of the Company for which your services
                           are principally performed is sold at any time after a
                           Change in Control, the purchaser of such business
                           shall fail to agree to provide you with the same or a
                           comparable position, duties, compensation and
                           benefits (as described in Clauses 4(C)(iv) and (v)
                           above) as provided to you by the Company



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                           immediately prior to the Change in Control; or

                  (vii)    No Notice. Any purported termination of your
                           employment which is not effected pursuant to a Notice
                           of Termination satisfying the requirements of
                           Subsection (D) below (and, if applicable, the
                           requirements of Subsection (B) above); for purposes
                           of this Agreement, no such purported termination
                           shall be effective.

         (D)      Notice of Termination. Any purported termination of your
                  employment by the Company or by you shall be communicated by
                  written Notice of Termination to the other party hereto in
                  accordance with Section 7 hereof. For purposes of this
                  Agreement, a "Notice of Termination" shall mean a notice which
                  shall indicate the specific termination provision in this
                  Agreement relied upon and shall set forth in reasonable detail
                  the facts and circumstances claimed to provide a basis for
                  termination of your employment under the provision so
                  indicated.

         (E)      Date of Termination, Etc. "Date of Termination" shall mean (i)
                  if your employment is terminated for Disability, thirty (30)
                  days after a Notice of Termination is given (provided that you
                  shall not have returned to the full-time performance of your
                  duties during such thirty (30) day period), and (ii) if your
                  employment is terminated pursuant to Subsection (B) or (C)
                  above or for any other reason (other than Disability), the
                  date specified in the Notice of Termination (which, in the
                  case of a termination pursuant to Subsection (B) above shall
                  not be less than thirty (30) days, and in the case of a
                  termination pursuant to Subsection (C) above shall not be less
                  than thirty (30) nor more than sixty (60) days, respectively,
                  from the date such Notice of Termination is given); provided
                  that if within thirty (30) days after any Notice of
                  Termination is given the party receiving such Notice of
                  Termination notifies the other party that a dispute exists
                  concerning the termination, the Date of Termination shall be
                  the date on which the dispute is finally determined, either by
                  mutual written agreement of the parties, by a binding
                  arbitration award, or by a final judgment, order or decree of
                  a



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                  court of competent jurisdiction (which is not appealable or
                  the time for appeal therefrom having expired and no appeal
                  having been perfected); provided further that the Date of
                  Termination shall be extended by a notice of dispute only if
                  such notice is given in good faith and the party giving such
                  notice pursues the resolution of such dispute with reasonable
                  diligence. Notwithstanding the pendency of any such dispute,
                  the Company will continue to pay you your full compensation in
                  effect when the notice giving rise to the dispute was given
                  and continue you as a participant in all compensation,
                  benefit, and insurance plans and perquisites in which you were
                  participating when the notice giving rise to the dispute was
                  given, until the dispute is finally resolved in accordance
                  with this Subsection. Amounts paid under this Subsection are
                  in addition to all other amounts due under this Agreement and
                  shall not be offset against or reduce any other amounts due
                  under this Agreement.

5.       Compensation Upon Termination or During Disability. Following a Change
         in Control, upon termination of your employment or during Disability
         during the Term, the Company shall cause there to be provided to you
         the following benefits:

         (A)      Disability. During any period that you fail to perform your
                  full-time duties with the Company as a result of your
                  Disability, you shall continue to receive your base salary at
                  the rate in effect at the commencement of any such period,
                  inclusive of all compensation payable to you under the
                  Company's disability insurance coverage or other plan during
                  such period, until your employment is terminated pursuant to
                  Subsection 4(A) hereof. Thereafter, your benefits shall be
                  determined in accordance with the Company's insurance programs
                  and other benefit or pension plans then in effect, including
                  those listed in Clause 4(C)(v) hereof.

         (B)      Termination for Other than Good Reason or for Cause. If your
                  employment shall be terminated by the Company for Cause or by
                  you other than for Good Reason, death or Retirement, the
                  Company shall pay you your full base salary through the Date
                  of Termination at the rate in effect at the time Notice of
                  Termination is given and any



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                  amounts to be paid to you pursuant to the Company's benefit
                  and pension plans then in effect, including those listed in
                  Clause 4(C)(v), and the Company shall have no further
                  obligations to you under this Agreement.

         (C)      Retirement; Death. If your employment shall be terminated for
                  Retirement, or by reason of your death, your benefits shall be
                  determined in accordance with the Company's benefit and
                  pension plans then in effect, including those listed in Clause
                  4(C)(v).

         (D)      Termination Otherwise. If your employment with the Company
                  shall be terminated by the Company for a reason other than
                  Cause, Retirement, Disability, or your death, or if your
                  employment with the Company shall be terminated by you for
                  Good Reason, then you shall be entitled to the benefits
                  provided below:

                  (i)      Base Salary. The Company shall pay you your full base
                           salary through the Date of Termination at the rate in
                           effect at the time the Notice of Termination is
                           given;

                  (ii)     Severance Payment. In lieu of any further salary
                           payments to you for periods subsequent to the Date of
                           Termination, the Company shall pay as severance pay
                           to you, not later than the fifth (5th) day following
                           the Date of Termination (the "Payment Date"), a lump
                           sum severance payment (the "Severance Payment") equal
                           to the amount of base salary you would have earned
                           had you continued to be employed until the earlier of
                           (a) the end of the thirty-six (36) month period
                           following the Date of Termination or (b) the
                           attainment of your Normal Retirement age (the
                           "Severance Period"), assuming that your rate of
                           monthly base salary during the Severance Period would
                           be equal to the highest monthly rate of base salary
                           which was payable to you by the Company (or any
                           company affiliated with the Company) during the
                           thirty-six (36) month period immediately preceding
                           the Date of Termination.



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                  (iii)    Incentive Compensation Plans. The Company shall pay
                           you any amounts required to be paid to you under the
                           terms of the United Dominion Industries Corporate Net
                           Worth Incentive Compensation Plan and the United
                           Dominion Industries Long-Term Performance Incentive
                           Plan, other applicable management incentive
                           compensation programs in effect, or any successor
                           plan(s) in which you participate (each an "MIC
                           Plan"). The Company shall pay you, in cash, in a lump
                           sum, no later than the Payment Date, an amount in
                           lieu of your participation in an MIC Plan during the
                           Severance Period which shall be equal to the sum of:
                           (A) for the year during which the Date of Termination
                           occurs, an amount equal to the greater of (I) your
                           target bonus determined in accordance with your class
                           of participation in such MIC Plan, and (II) the
                           amount that would have been payable to you under such
                           MIC Plan for that year, if the actual performance of
                           the Company from the beginning of that year to the
                           end of the most recently completed fiscal quarter
                           during that year, if any, prior to the Date of
                           Termination, on an annualized basis, were the actual
                           performance of the Company for that year and (B) for
                           each other year or portion thereof remaining in the
                           Severance Period, an amount equal to your target
                           bonus determined in accordance with your class of
                           participation in such MIC Plan prior to your Date of
                           Termination multiplied by the number of full years
                           remaining in the Severance Period following the year
                           during which the Date of Termination occurs, plus a
                           portion of such annual bonus for any partial year
                           remaining during the Severance Period, prorated based
                           upon the number of days completed during such year.

                  (iv)     Benefit and Perquisite Continuation. For a thirty-six
                           (36) month period after such termination (or for such
                           longer period that the Company may have obligated
                           itself by separate agreement



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                           with you), the Company shall arrange to provide you
                           with life, disability, accident, automobile
                           liability, health & dental insurance and such other
                           benefits and perquisites substantially similar to
                           those which you are receiving immediately prior to
                           the Notice of Termination. In addition, the Company
                           shall provide you with reasonable outplacement
                           benefits consistent with the Company's Corporate
                           Office Severance Policy in effect prior to the Change
                           in Control. Benefits otherwise receivable by you
                           pursuant to this Clause 5(D)(iv) shall be reduced to
                           the extent comparable benefits are actually received
                           by you during the thirty-six (36) month period
                           following your termination, and any such benefit
                           actually received by you shall be reported to the
                           Company.

                  (v)      Supplemental Pension. In addition to the pension
                           benefits to which you are entitled under the Pension
                           Plan or any related excess benefit or supplemental
                           retirement programs or any successor plans thereto,
                           including without limitation the United Dominion
                           Industries, Inc. Supplemental Executive Retirement
                           Plan and the Restoration Plan for the Salaried
                           Defined Benefit Plans of United Dominion Industries,
                           Inc. (collectively, the "Defined Benefit Plans"), the
                           Company shall pay you in one sum in cash on the fifth
                           (5th) day following the Date of Termination, a lump
                           sum determined as of the Date of Termination equal to
                           the actuarial equivalent (determined based on your
                           attained age as of the Date of Termination) of the
                           excess of (1) the retirement pension (determined as a
                           joint and 50% survivor annuity if you are married or
                           a 10-year certain and life annuity if you are
                           unmarried, in either case such annuity commencing at
                           age fifty-five (55), or if you have already attained
                           age fifty-five (55) at the Date of Termination,
                           commencing at the Date of Termination) which you
                           would have accrued under the terms of the Defined
                           Benefit



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                           Plans in which you are a participant as of the Date
                           of Termination (without regard to any amendment to
                           the Defined Benefit Plans made subsequent to the
                           Change in Control and on or prior to the Date of
                           Termination, which amendment adversely affects in any
                           manner the computation of pension benefits
                           thereunder) determined as if you had accumulated
                           (after the Date of Termination) thirty-six (36)
                           additional months of both age and service credit
                           under each of the Defined Benefit Plans in which you
                           participate as of the Date of Termination at your
                           highest annual rate of compensation during the twelve
                           (12) months immediately preceding the Date of
                           Termination (but in no event shall you be deemed to
                           have accumulated additional months of age or service
                           credit after your sixty-fifth (65th) birthday for
                           purposes of the Pension Plan), over (2) the
                           retirement pension (stated in the same form of
                           annuity and commencing on the same date as described
                           in subclause (1) above) which you had then accrued
                           pursuant to the provisions of the Defined Benefit
                           Plans in which you are a participant as of the Date
                           of Termination. For purposes of subclause (1), the
                           term "compensation" shall include amounts payable
                           pursuant to Clauses 5(D)(ii) and (iii) hereof, and
                           amounts payable pursuant to Clauses 5(D)(ii) and
                           (iii) hereof shall be deemed to represent thirty-six
                           (36) months of compensation (or for purposes of the
                           Pension Plan such lesser number of months of
                           compensation to your sixty-fifth (65th) birthday) for
                           purposes of determining benefits under the Defined
                           Benefit Plans. For purposes of this Subsection,
                           "actuarial equivalent" shall be determined using the
                           same methods and assumptions utilized under the
                           Pension Plan immediately prior to the Change in
                           Control.

                  (vi)     Employee Benefit Plans. Any unvested rights in any
                           employee benefit plan in which you are eligible to
                           participate



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                           shall immediately vest, such plans including but not
                           limited to those listed on Schedule A to this letter
                           agreement. You shall be entitled to receive all
                           benefits payable to you under the Company's benefit
                           and pension plans, not otherwise specifically
                           provided for in Subsection 4(D), including those
                           listed in Clause 4(C)(v).

                  (vii)    Normal Retirement Date. In the event you become
                           eligible for pension benefits under the Pension Plan
                           on the first day of the month following your
                           attaining age sixty-five (65), your Normal Retirement
                           Date, during the thirty-six (36) month period
                           following the commencement of payments pursuant to
                           Subsection 5(D), then you will only be entitled to
                           the lump sum payment as provided by Clauses 5(D)(ii),
                           (iii) and (v) for that period between the Date of
                           Termination and the last day of the month immediately
                           preceding your Normal Retirement Date. In addition,
                           any entitlement you shall have to benefits provided
                           by Clauses 5(D)(iv) and (vi) shall also cease as of
                           the date you attain your Normal Retirement Date.

         (E)      No Mitigation. You shall not be required to mitigate the
                  amount of any payment provided for in this Section 5 by
                  seeking other employment or otherwise, nor shall the amount of
                  any payment or benefit provided for in this Section 5 be
                  reduced by any compensation earned by you as the result of
                  employment by another employer or by pension benefits after
                  the Date of Termination, or otherwise except as specifically
                  provided in this Section 5.

         (F)      Gross-Up Payment. In the event that any payment received by
                  you or paid by the Company on behalf of you under this
                  Agreement or under any other plan, arrangement or agreement
                  with the Company or any person whose actions result in a
                  Change in Control (collectively, the "Total Payments") will be
                  subject to the excise tax (the "Excise Tax") imposed by
                  section 4999 (or any successor provision) of the Internal
                  Revenue Code of 1986, as amended (the "Code"), the Company
                  shall pay



                                      -15-
<PAGE>   16

                  to you an additional amount (the "Gross-Up Payment") such that
                  the net amount retained by you, after deduction of any Excise
                  Tax on the Total Payments and on any federal, state and local
                  income, excise and/or other taxes upon the Gross-Up Payment
                  provided for by this Section 6, shall be equal to the Total
                  Payments.

                  For purposes of determining whether any of the Total Payments
                  will be subject to the Excise Tax and the amount of such
                  Excise Tax, (i) the Total Payments shall be treated as
                  "parachute payments" within the meaning of Section 280G(b)(2)
                  of the Code, and all "excess parachute payments" within the
                  meaning of Section 280G(b)(1) of the Code shall be treated as
                  subject to the Excise Tax, unless in the written opinion of
                  tax counsel selected by the Company's independent auditors
                  such other payments or benefits (in whole or in part) do not
                  constitute parachute payments, including by reason of Section
                  280G(b)(4)(A) of the Code, or such excess parachute payments
                  (in whole or in part) represent reasonable compensation for
                  services actually rendered, within the meaning of Section
                  280G(b)(4)(B) of the Code, in excess of the Base Amount
                  allocable to such reasonable compensation, or are otherwise
                  not subject to the Excise Tax, and (ii) the value of any
                  non-cash benefits or any deferred payment or benefit shall be
                  determined by the Company's independent auditors in accordance
                  with the principles of Sections 280G(d)(3) and (4) of the
                  Code.

                  For purposes of determining the amount of the Gross-Up
                  Payment, you shall be deemed to pay federal income and other
                  taxes at the highest applicable marginal rate of taxation in
                  the calendar year in which the Gross-Up Payment is to be made
                  and state and local income and other taxes at the highest
                  applicable marginal rate of taxation in the state and locality
                  of your residence on the date the Gross-Up Payment is to be
                  made, net of the maximum reduction in federal income taxes
                  which could be obtained from deduction of such state and local
                  taxes and any other taxes. In the event that the Excise Tax is
                  subsequently determined to be less than the amount taken into
                  account hereunder, you shall repay to the Company, at the time
                  that the amount of such reduction in Excise Tax is



                                      -16-
<PAGE>   17

                  finally determined or upon your receipt of a refund from the
                  taxing authorities of the amount attributable to the reduction
                  in the excise tax, whichever is later, the portion of the
                  Gross-Up Payment attributable to such reduction (plus that
                  portion of the Gross-Up Payment attributable to the Excise Tax
                  and federal, state and local income and other taxes imposed on
                  the Gross-Up Payment being repaid by you to the extent that
                  such repayment results in a reduction in Excise Tax and/or a
                  federal, state or local income tax deduction) plus interest on
                  the amount of such repayment at the rate provided in Section
                  1274(b)(2)(B) of the Code. In the event that the Excise Tax is
                  determined to exceed the amount taken into account hereunder
                  (including by reason of any payment the existence or amount of
                  which cannot be determined at the time of the Gross-Up
                  Payment), the Company shall make an additional Gross-Up
                  Payment in respect of such excess (plus any interest,
                  penalties or additions payable by you with respect to such
                  excess) at the time that the amount of such excess is finally
                  determined. You and the Company shall each reasonably
                  cooperate with the other in connection with any administration
                  or judicial proceedings concerning the existence or amount of
                  liability for Excise Tax with respect to the Total Payments.

                  The Gross-Up Payment payable pursuant to this subsection shall
                  be payable on the earlier of (i) the date the Company is
                  required to withhold the Excise Tax pursuant to Section 4999
                  of the Code, or (ii) the date you are required to pay the
                  Excise Tax.

                  You shall notify the Company of any audit or review by the
                  Internal Revenue Service of your federal income tax return for
                  the year in which a payment under this Agreement is made
                  within ten (10) days of your receipt of such audit or review.
                  In addition, you shall notify the Company of the final
                  resolution of such audit or review within ten (10) days of
                  such resolution.

6.       Successors:  Binding Agreement

         (A) Assumption by Successor. The Company will require any successor
         (whether direct or indirect, by



                                      -17-
<PAGE>   18

         purchase, merger, consolidation or otherwise) to all or substantially
         all of the business and/or assets of the Company to expressly assume
         and agree to perform this Agreement in the same manner and to the same
         extent that the Company would be required to perform if no such
         succession had taken place. Failure of the Company to obtain such
         assumption and agreement prior to the effectiveness of any such
         succession shall be a breach of this Agreement and shall entitle you to
         compensation from the Company in the same amount and on the same terms
         as you would be entitled hereunder if you had terminated your
         employment for Good Reason following a Change in Control, except that
         for purposes of implementing the foregoing, the date on which any
         succession becomes effective shall be deemed the Date of Termination.
         As used in this Agreement, "the Company" shall mean the Company as
         hereinbefore defined and any successor to its business and/or assets as
         aforesaid which assumes and agrees to perform this Agreement by
         operation of law, or otherwise.

         (B) Enforceability by Beneficiaries. This Agreement shall inure to the
         benefit of and be enforceable by your personal or legal
         representatives, executors, administrators, successors, heirs,
         distributees, devisees and legatees. If you should die while any amount
         would still be payable to you hereunder if you had continued to live,
         all such amounts, unless otherwise provided herein, shall be paid in
         accordance with the terms of this Agreement to your devisee, legatee or
         other designee or, if there is no such designee, to your estate.

7.       Notice. For the purpose of this Agreement, notices and all other
         communications provided for in this Agreement shall be in writing and
         shall be deemed to have been duly given when delivered or mailed in the
         United States, registered mail, return receipt requested, postage
         prepaid, addressed to UNITED DOMINION INDUSTRIES, INC., ONE FIRST UNION
         CENTER, SUITE 2300, CHARLOTTE, NC 28202, with a copy to the Senior Vice
         President - Human Resources & Administration (or his successor) of the
         Company, or to you at the address set forth on the first page of this
         Agreement or to such other address as either party may have furnished
         to the other in writing in accordance herewith, except that notice of
         change of address shall be effective only upon receipt.



                                      -18-
<PAGE>   19

8.       Miscellaneous. No provision of this Agreement may be modified, waived
         or discharged unless such waiver, modification or discharge is agreed
         to in writing. No waiver by either party hereto at any time of any
         breach by the other party hereto of, or compliance with, any condition
         or provision of this Agreement to be performed by such other party
         shall be deemed a waiver of similar or dissimilar provisions or
         conditions at the same or at any prior or subsequent time. No agreement
         or representations, oral or otherwise, express or implied, with respect
         to the subject matter hereof have been made by either party which are
         not expressly set forth in this Agreement and this Agreement shall
         supersede all prior agreements, negotiations, correspondence,
         undertakings, and communications of the parties, oral or written, with
         respect to the subject matter hereof. The validity, interpretation,
         construction and performance of this Agreement shall be governed by the
         laws of the State of North Carolina applicable to contracts entered
         into and performed in such State. Notwithstanding the fact this
         Agreement is governed by the laws of the State of North Carolina, any
         action brought by you may be instituted in your state of residence.

9.       Validity. The invalidity or unenforceability of any provision of this
         Agreement shall not affect the validity or enforceability of any other
         provision of this Agreement, which shall remain in full force and
         effect.

10.      Counterparts. This Agreement may be executed in several counterparts,
         each of which shall be deemed to be an original, but all of which
         together will constitute one and the same instrument.

11.      Expenses of Enforcement. In the event of any dispute between the
         Company and you with respect to the subject matter of this Agreement
         and the enforcement of rights hereunder, the Company shall reimburse
         you for all reasonable costs and expenses relating to litigation,
         actions or other proceedings as they are incurred, including reasonable
         attorney's fees and expenses reasonably incurred, regardless of whether
         such litigation, actions or other proceedings result in any settlement
         or judgment or order in favor of any party; provided, however, that
         such costs and expenses will be reimbursable in the event of any claim
         or action initiated by you relating to this Agreement only if such
         claim shall have been made or



                                      -19-
<PAGE>   20

         brought after reasonable inquiry and shall be well-grounded in fact,
         and warranted by existing law or a good faith argument for the
         extension, modification or reversal of existing law, and that is not
         interposed for any improper purpose, such as to harass or to cause
         unnecessary delay or needless increase in the cost of litigation.
         Unless required by applicable Delaware law, in no event shall you be
         required to reimburse the Company for any of the costs and expenses
         relating to such litigation or other proceeding. The obligation of the
         Company under this Section 11 shall survive the termination for any
         reason of this Agreement (whether such termination is by the Company,
         by you, upon the expiration of this Agreement or otherwise).

12.      No Contract of Employment. Nothing in this Agreement shall be construed
         as giving you any right to be retained in the employ of the Company.

13.      Headings. The headings contained in this Agreement are intended solely
         for convenience and shall not affect the rights of the parties to this
         Agreement.

14.      Confidentiality. In consideration for the payments to be made by the
         Company hereunder, you agree to maintain the confidentiality of all
         information relating to the Company, Limited, or any of its or their
         subsidiaries not otherwise available to the public during the term, and
         following the expiration, of this Agreement.

15.      Guarantee by Limited. In consideration of the management services
         provided to it by the Company, and by its signature hereto, Limited
         agrees that it will guarantee the payment and performance of all
         obligations of the Company hereunder.

         If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.

Sincerely,




[Signatures]



                                      -20-