<PAGE>   1
                                                                    EXHIBIT 10.4










                        UNITED DOMINION INDUSTRIES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

               (as amended and restated effective January 1, 1999)


<PAGE>   2

                                Table of Contents


<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                 <C>

ARTICLE I NAME AND PURPOSE.............................................................................1

    Section 1.1.      Name.............................................................................1


    Section 1.2.      Purpose..........................................................................1


ARTICLE II CONSTRUCTION, DEFINITIONS AND APPLICABLE LAW................................................2

    Section 2.1.      Construction and Definitions.....................................................2


    Section 2.2.      Applicable Law..................................................................13


ARTICLE III           PARTICIPATION...................................................................13

    Section 3.1.      General.........................................................................13


    Section 3.2.      Eligibility.....................................................................13


ARTICLE IV BENEFITS...................................................................................14

    Section 4.1.      General.........................................................................14


    Section 4.2.      Normal Retirement...............................................................14


    Section 4.3.      Early Retirement................................................................15


    Section 4.4.      Delayed Retirement..............................................................15


    Section 4.5.      Termination After Six or More Years of Creditable Service.......................16


    Section 4.6.      Disability......................................................................16


    Section 4.7.      Death...........................................................................18


    Section 4.8.      Adjustment in Benefits..........................................................18


    Section 4.9.      Minimum Benefit.................................................................19


    Section 4.10.     Beneficiary or Beneficiaries....................................................19


    Section 4.11.     Change in Control...............................................................20


    Section 4.12.     Separation From Service Prior to Assumed Retirement Date........................21


ARTICLE V PLAN COMMITTEE..............................................................................21
</TABLE>

                                       i
<PAGE>   3

<TABLE>
<S>                                                                                                 <C>
    Section 5.1.      Appointment, Term of Office and Vacancy.........................................21


    Section 5.2.      Organization of Plan Committee..................................................21


    Section 5.3.      Powers of the Plan Committee....................................................22


    Section 5.4.      Expenses of Plan Committee......................................................22


    Section 5.5.      Indemnification of Plan Committee...............................................22


ARTICLE VI AMENDMENT AND TERMINATION..................................................................22

    Section 6.1.      Amendment of Plan...............................................................22


    Section 6.2.      Termination of Plan.............................................................22


    Section 6.3.      Procedure for Amendment or Termination..........................................23


    Section 6.4.      Effect of Amendment or Termination on Certain Benefits..........................23


ARTICLE VII MISCELLANEOUS.............................................................................23

    Section 7.1.      Adoption by a Subsidiary Corporation............................................23


    Section 7.2.      Authorization and Delegation to the Compensation and Human Resources Committee..24


    Section 7.3.      Spendthrift Clause..............................................................24


    Section 7.4.      Benefits Payable From General Assets of the Participating Employers.............24


    Section 7.5.      Allocation of Benefits Among theParticipating Employers.........................24


    Section 7.6.      Benefits Limited to the Plan....................................................25


ARTICLE VIII CLAIMS PROCEDURE.........................................................................25

    Section 8.1.      Claims Procedure................................................................25


    Section 8.2.      Agent for Service of Process....................................................27
</TABLE>

                                       ii


<PAGE>   4

                        UNITED DOMINION INDUSTRIES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
               (as amended and restated effective January 1, 1999)

         THIS INSTRUMENT is executed as of the _____ day of _______________,
1999 by UNITED DOMINION INDUSTRIES, INC. ("UDI").

                              Statement of Purpose

         UDI and certain of its subsidiaries (collectively, the "Participating
Employers") sponsor the United Dominion Industries, Inc. Supplemental Executive
Retirement Plan (the "Plan"). The Participating Employers desire to amend the
Plan to (i) modify the definition of "Change in Control," (ii) provide for the
full accrual of the "Target Retirement Benefit" following a Change in Control
and (iii) provide for a reduction in benefits in the event of premature
separation from service for certain Participants. The Participating Employers
believe that such amendments can best be made by amending and restating the Plan
in its entirety effective as of January 1, 1999. In Section 6.1 of the Plan, the
Participating Employers have reserved the right to amend the Plan at any time in
whole or part by resolution of the Compensation and Human Resources Committee,
and such Committee has authorized and approved the amendments set forth herein.

         NOW, THEREFORE, the Participating Employers do hereby amend and restate
the Plan effective as of January 1, 1999 to consist of the terms and provisions
set forth in Article I through Article VIII, inclusive, as follows:

                                    ARTICLE I
                                NAME AND PURPOSE

         Section 1.1. Name. The Plan shall be known as the "United Dominion
Industries, Inc. Supplemental Executive Retirement Plan."

         Section 1.2. Purpose. The purpose of the Plan is to provide certain Key
Officers of the Participating Employers who are designated as Participants in
this Plan with certain benefits in accordance with the provisions of the Plan.


<PAGE>   5

                                   ARTICLE II
                  CONSTRUCTION, DEFINITIONS AND APPLICABLE LAW

         Section 2.1. Construction and Definitions.

         (a) Construction. Article, section and paragraph headings have been
inserted for convenience of reference only in the Plan and are to be ignored in
any construction of the provisions hereof. If any provision of the Plan shall
for any reason be invalid or unenforceable, the remaining provisions shall
nevertheless be valid, enforceable and fully effective.

         (b) Definitions. Whenever used in the Plan, unless the context clearly
indicates otherwise, the following terms shall have the following meanings:

                  (1) Adjusted Retirement Plan Compensation, with respect to a
         Retirement Plan, means:

                           (i) in the case of the United Dominion Industries,
                  Inc. Retirement Plan, "Earnings" as defined in that Retirement
                  Plan;

                           (ii) in the case of the Marley Company Pension Plan
                  for Salaried Employees, "gross annual earnings" as defined in
                  that Retirement Plan;

                           (iii) in the case of the Marley Cooling Tower Company
                  Pension Plan for Salaried Employees, "Compensation Base" as
                  defined in that Retirement Plan;

                           (iv) in the case of the CMB Industries Pension Plan,
                  "Plan Compensation" as defined in that Retirement Plan; and

                           (v) in the case of the Core Industries Inc. Pension
                  Plan and the Benefit Equalization Plan for Certain Employees
                  of Core Industries Inc., "Compensation" as defined in the Core
                  Industries Inc. Pension Plan;

         provided, however, that notwithstanding any contrary provision in the
         applicable Retirement Plan (A) a Participant's Adjusted Retirement Plan
         Compensation for a Plan Year shall include any amount of such
         Participant's compensation that is (x) reduced during such Plan Year in
         accordance with Code Sections 401(k) or 125 or (y) deferred under any
         other plan or arrangement sponsored by a Participating Employer and (B)
         a Participant's Adjusted Retirement Plan Compensation for a Plan Year
         shall be



                                       2
<PAGE>   6

         determined without regard to the compensation limitation set forth in
         Code Section 401(a)(17).

                  (2) Assumed Retirement Benefit means, with respect to a
         Participant as of any date, the sum of annual benefits, if any, which
         would have been payable to such Participant as of such date under the
         applicable Retirement Plan, assuming for such purpose:

                           (A) in the case of a married Participant, that the
                  Participant had elected to receive such benefits in the form
                  of a Joint and 50% Survivor Annuity; and

                           (B) in the case of an unmarried Participant, that the
                  Participant had elected to receive such benefits in the form
                  of a Ten-Year Certain and Life Annuity.

         The foregoing assumptions are made solely for the purpose of
         determining the benefits, if any, payable under this Plan, and such
         assumptions shall be applied regardless of the actual method of payment
         used to provide such Participant's benefits under the applicable
         Retirement Plan.

                  (3) Assumed Retirement Date means, with respect to a
         Participant, the date the Participant attains the age of fifty-five
         (55) or such later date determined by the Compensation and Human
         Resources Committee in its sole and exclusive discretion at the time
         the Participant commences participation in the Plan.

                  (4) Beneficiary means the person(s) or entity(ies) designated
         by a Participant or the provisions of the Plan to receive such benefits
         as may become payable to such person(s) or entity(ies) in accordance
         with the provisions of the Plan.

                  (5) Change in Control means a change in control of United
         Dominion Industries, Inc., a Delaware corporation (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; provided
         that, without limitation, a Change in Control shall be deemed to have
         occurred if:



                                       3
<PAGE>   7

                           (A) The acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  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 United Dominion Industries
                  Limited, a Canadian corporation ("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 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 board of directors of Limited (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 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



                                       4
<PAGE>   8

                           (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 or 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 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 Limited Board at the time of the execution of the



                                       5
<PAGE>   9

                  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.

                  (6) Claim means a claim for benefits under the Plan.

                  (7) Claimant means a person making a Claim.

                  (8) Code means the Internal Revenue Code of 1986, as amended
         from time to time, and references thereto shall include the valid
         Treasury regulations issued thereunder.

                  (9) Commuted Payment Amount means an amount equal to the
         actuarial equivalent single sum value of certain benefits payable under
         the Plan to the subject Participant calculated as of the applicable
         determination date, using the actuarial assumptions and procedures set
         forth on Exhibit A which is attached hereto and made a part hereof.

                  (10) Compensation and Human Resources Committee means the
         committee of United Dominion Industries, Ltd., the corporate parent of
         UDI, designated from time to time as the "Compensation and Human
         Resources Committee."

                  (11) Creditable Service means, with respect to a Participant
         as of any date, the sum of (A) and (B) where

                           (A) is such Participant's Years of Credited Service
                  determined in accordance with the applicable Retirement Plan
                  as of January 1 of the Plan Year in which such Participant
                  commences participation in the Plan; provided, however, at the
                  time the Compensation and Human Resources Committee designates
                  a Key Officer as a Participant in the Plan the Compensation
                  and Human Resources Committee in its sole and exclusive
                  discretion may increase or decrease the number of Years of
                  Credited



                                       6
<PAGE>   10

                  Service to be credited to such Participant for purposes of
                  this Section 2.1(b)(10)(A); and

                           (B) is such Participant's Years of Credited Service
                  determined in accordance with the provisions of the applicable
                  Retirement Plan for periods from and after January 1 of the
                  Plan Year in which such Participant commences participation in
                  the Plan.

         In addition, at any time after a Key Officer has been designated a
         Participant in the Plan and prior to such Participant's separation from
         Service the Compensation and Human Resources Committee in its sole and
         exclusive discretion may increase such Participant's Years of Credited
         Service otherwise determined under Section 2.1(b)(10)(A) and
         2.1(b)(10)(B) for purposes of determining such Participant's Creditable
         Service under the Plan.

                  (12) Delayed Retirement means, with respect to a Participant,
         such Participant's separation from Service after the Plan Year in which
         such Participant attains the Normal Retirement Age.

                  (13) Delayed Retirement Benefit means, with respect to a
         Participant, an annual amount equal to (A) minus (B) where

                           (A) is such Participant's Target Retirement Benefit
                  (computed on the basis of such Participant's Final Average
                  Compensation at the time such Participant attained the Normal
                  Retirement Age); and

                           (B) is the sum of such Participant's (i) Assumed
                  Retirement Benefit and (ii) Social Security Benefit.

                  (14) Disability means, with respect to a Participant, a
         condition entitling the Participant to disability benefits under the
         applicable Retirement Plan.

                  (15) Disabled means, with respect to a Participant, suffering
         a "Disability" as defined above.

                  (16) Early Retirement means, with respect to a Participant,
         such Participant's separation from Service after having attained age
         fifty-five (55).

                  (17) Early Retirement Benefit means, with respect to a
         Participant, an annual amount equal to (A) minus (B) where



                                       7
<PAGE>   11

                           (A) is such Participant's Target Retirement Benefit
                  reduced by one two hundredth (1/200) for each month that the
                  date such Participant commences receiving such Participant's
                  Early Retirement Benefit precedes the month in which such
                  Participant would have attained age sixty-two (62); and

                           (B) is the sum of such Participant's (i) Assumed
                  Retirement Benefit and (ii) Social Security Benefit, which
                  such Social Security Benefit shall be reduced by one two
                  hundredth (1/200) for each month that the date such
                  Participant commences receiving such Participant's Early
                  Retirement Benefit precedes the month in which such
                  Participant would have attained age sixty-two (62).

                  (18) Effective Date means, with respect to the Plan, January
         1, 1996.

                  (19) Employment Commencement Date means, with respect to a
         Participant, the date the Participant commences Service with the
         Participating Employers or such other earlier date determined by the
         Compensation and Human Resources Committee in its sole and exclusive
         discretion at the time the Participant commences participation in the
         Plan.

                  (20) Final Average Compensation means, with respect to a
         Participant as of any determination date, the average of the annual
         Adjusted Retirement Plan Compensation paid to such Participant during
         the three (3) calendar years of highest Adjusted Retirement Plan
         Compensation (which calendar years need not be consecutive) during the
         ten (10) calendar years next preceding the earlier to occur of

                           (A) the calendar year in which such Participant
                  attains the Normal Retirement Age; or

                           (B) such Participant's separation from Service, to be
                  determined by dividing the aggregate Adjusted Retirement Plan
                  Compensation received by the Participant during the
                  appropriate three (3) calendar years by three (3). If a
                  Participant has completed less than three (3) calendar years
                  of Service as hereinabove provided, such Participant's Final
                  Average Compensation shall be determined by dividing the
                  aggregate Adjusted Retirement Plan Compensation received by
                  the Participant during said calendar years by the number of
                  such calendar years.



                                       8
<PAGE>   12

                  (21) Involuntary Termination Without Cause means termination
         by a Participating Employer of a Participant's employment with the
         Participating Employer without "cause." For purposes of this Plan,
         "cause" means: (i) conviction of the Participant for any crime
         constituting a felony in the jurisdiction in which committed, or the
         entry by the Participant of a plea of guilty to a felony in any such
         jurisdiction, (ii) any violation by the Participant of such
         Participant's fiduciary duty to any Participating Employer which has
         the effect, or any willful or intentional act of the Participant
         committed for the purpose, or having the reasonably foreseeable effect,
         of materially injuring any Participating Employer or its business or
         reputation or of improperly or unlawfully converting for the
         Participant's own personal benefit any material property of any
         Participating Employer, or (iii) chronic alcoholism or any other form
         of addiction that impairs the Participant's abilities to perform
         Participant's duties of employment with the Participating Employers.

                  (22) Joint and 50% Survivor Annuity means an annuity for the
         life of a Participant with a survivor annuity for the life of such
         Participant's spouse which is fifty percent (50%) of the amount of the
         annuity payable during the joint lives of the Participant and such
         Participant's spouse.

                  (23) Key Officer means a person employed by any of the
         Participating Employers in the position of vice president or higher for
         a period of at least one (1) year.

                  (24) Long Term Disability Plan means, with respect to a
         Participant, the long term disability plan or arrangement (whether a
         group plan or otherwise) sponsored by a Participating Employer in which
         the Participant participates, if any.

                  (25) Long Term Disability Plan Benefit means, with respect to
         a Participant, the annual amount of benefits payable to a Disabled
         Participant from time to time pursuant to the provisions of the Long
         Term Disability Plan in which the Participant participates, if any.

                  (26) Normal Retirement means, with respect to a Participant,
         such Participant's separation from Service after attainment of the
         Normal Retirement Age.

                  (27) Normal Retirement Age means, with respect to a
         Participant, age sixty-two (62).



                                       9
<PAGE>   13

                  (28) Normal Retirement Benefit means, with respect to a
         Participant, an annual amount equal to (A) minus (B) where

                           (A) is such Participant's Target Retirement Benefit;
                  and

                           (B) is the sum of such Participant's (i) Assumed
                  Retirement Benefit and (ii) Social Security Benefit.

                  (29) Participant means a Key Officer who has been designated
         as a Participant in the Plan as provided in Section 3.2 of the Plan.

                  (30) Participating Employers means:

                           (A) United Dominion Industries, Inc., a Delaware
                  corporation;

                           (B) the following Subsidiary Corporations of United
                  Dominion Industries, Inc.:

                                    (i) The Marley Company, a Delaware
                           corporation;

                                    (ii) The Marley Cooling Tower Company, a
                           Delaware corporation;

                                    (iii) any other Subsidiary Corporations of
                           United Dominion Industries, Inc. participating in one
                           of the Retirement Plans as of January 1, 1999; and

                           (C) those Subsidiary Corporations of United Dominion
                  Industries, Inc. which in the future adopt the Plan pursuant
                  to the provisions of Section 7.1 hereof.

                  (31) Plan means the United Dominion Industries, Inc.
         Supplemental Executive Retirement Plan, as amended from time to time.

                  (32) Plan Committee means the committee described in Article V
         hereof.

                  (33) Plan Year means the calendar year.

                  (34) Retirement means, with respect to a Participant, such
         Participant's separation from Service on account of such Participant's
         Normal Retirement, Early Retirement or Delayed Retirement.

                  (35) Retirement Plan means each of the following as in effect
         from time to time: (i) the United Dominion Industries, Inc. Retirement
         Plan, (ii) the Marley Company Pension Plan for Salaried Employees,
         (iii) the Marley Cooling Tower Company Pension



                                       10
<PAGE>   14

         Plan for Salaried Employees, (iv) the CMB Industries Pension Plan, (v)
         the Core Industries Inc. Pension Plan and (vi) the Benefit Equalization
         Plan for Certain Employees of Core Industries Inc. These plans are
         sometimes referred to collectively herein as the "Retirement Plans."

                  (36) Service means employment by United Dominion Industries,
         Inc. or any Subsidiary Corporation.

                  (37) Social Security Benefit means, with respect to a
         Participant, the annual Primary Insurance Amount estimated by the Plan
         Committee to be payable to the Participant at age sixty-five (65) under
         the Federal Social Security Act as in effect on the date of
         determination; provided, however, that;

                           (A) the Social Security Benefit for a Participant who
                  dies, retires or terminates employment prior to age sixty-five
                  (65) shall be calculated assuming that (A) the Participant
                  will not receive any future wages which would be treated as
                  wages for purposes of the Federal Social Security Act and (B)
                  the Participant will elect to begin receiving the
                  Participant's Social Security Benefit as of the earliest age
                  then allowable under the Federal Social Security Act, or if
                  later, the actual date of Retirement; and

                           (B) the Social Security Benefit, once calculated,
                  shall be frozen as of the date the Participant dies, retires
                  or terminates employment, whichever is applicable.

                  (38) Subsidiary Corporation means

                           (A) any corporation more than fifty percent (50%) of
                  whose outstanding voting capital stock is owned by United
                  Dominion Industries, Inc.;

                           (B) any corporation at least eighty percent (80%) of
                  whose outstanding voting capital stock and at least eighty
                  percent (80%) of each class of whose outstanding non-voting
                  capital stock is owned by a corporation more than fifty
                  percent (50%) of whose outstanding voting capital stock is
                  owned by United Dominion Industries, Inc.; or



                                       11
<PAGE>   15

                           (C) any corporation at least eighty percent (80%) of
                  whose outstanding voting capital stock and at least eighty
                  percent (80%) of each class of whose outstanding non-voting
                  capital stock is owned by a corporation described in
                  subparagraph (B) above.

                  (39) Surviving Spouse means, with respect to a deceased
         Participant, the person, if any, who was married to such deceased
         Participant on the date of such deceased Participant's death.

                  (40) Target Retirement Benefit means, with respect to a
         Participant as of any date, an annual amount equal to the product of
         (A) multiplied by (B) where

                           (A) is sixty percent (60%) of such Participant's
                  Final Average Compensation; and

                           (B) is a percentage determined under the following
                  schedule:

                           Completed Years of                      Applicable
                           Creditable Service                      Percentage
                           ------------------                      ----------
                             5 or less...................................0%
                             6..........................................10%
                             7..........................................20%
                             8..........................................30%
                             9..........................................40%
                             10.........................................50%
                             11.........................................60%
                             12.........................................70%
                             13.........................................80%
                             14.........................................90%
                             15 or more................................100%

                  Notwithstanding the foregoing schedule, if a Change in Control
                  occurs, then the "Applicable Percentage" for a Participant in
                  Service immediately prior to the date of the Change in Control
                  shall be one hundred percent (100%) from and after the date of
                  such Change in Control.

                  (41) Ten-Year Certain and Life Annuity means a monthly amount
         payable to a Participant beginning on the date benefits are to commence
         under the Plan and continuing on the last day of each calendar month
         thereafter for ten (10) consecutive years certain and thereafter on the
         last day of each calendar month until the death of such Participant and
         providing that in the event that such Participant shall die prior to
         the expiration of the



                                       12
<PAGE>   16

         ten (10) year-certain period, payments for the remainder of such period
         shall be made to such Participant's Beneficiary.

                  (42) Years of Credited Service means, with respect to a
         Participant, (i) under (A) the United Dominion Industries, Inc.
         Retirement Plan, (B) the Marley Company Pension Plan for Salaried
         Employees, (C) the Marley Cooling Tower Company Pension Plan for
         Salaried Employees, (D) the Core Industries Inc. Pension Plan and (E)
         the Benefit Equalization Plan for Certain Employees of Core Industries
         Inc., such Participant's "Years of Credited Service" determined in
         accordance with the provisions of the applicable Retirement Plan and
         (ii) under the CMB Industries Pension Plan, such Participant's "total
         years of service" used for determining benefits in accordance with the
         provisions of the CMB Industries Pension Plan.

                  (43) Years of Service Fraction means, with respect to a
         Participant, a fraction (A) the numerator of which equals the number of
         full or partial years between such Participant's Employment
         Commencement Date and the date of such Participant's separation from
         Service and (B) the denominator of which equals the number of full or
         partial years between such Participant's Employment Commencement Date
         and such Participant's Assumed Retirement Date.

         Section 2.2. Applicable Law. The Plan shall be construed, administered,
regulated and governed in all respects under and by the laws of the United
States to the extent applicable, and to the extent such laws are not applicable,
by the laws of the State of North Carolina.

                                   ARTICLE III
                                  PARTICIPATION

         Section 3.1. General. No person shall become a Participant unless
or until such person is or becomes a Key Officer. In addition, in no event shall
any Key Officer be eligible to participate in the Plan prior to the Effective
Date of the Plan.

         Section 3.2. Eligibility. The Compensation and Human Resources
Committee, in its sole and exclusive discretion, shall determine which Key
Officers shall become Participants. Designation of Key Officers as Participants
shall be made in such manner as the Compensation and Human Resources Committee
shall determine from time to time.



                                       13
<PAGE>   17

                                   ARTICLE IV
                                    BENEFITS

         Section 4.1. General. In the event a Participant separates from Service
after completion of six (6) or more years of Creditable Service, such
Participant shall become entitled to the applicable retirement benefit provided
for in Section 4.2, Section 4.3, Section 4.4 or Section 4.5. In the event a
Participant becomes Disabled prior to the attainment of the Normal Retirement
Age, such Participant shall become entitled to the benefits, if any, provided
for in Section 4.6. In the event a Participant separates from Service on account
of death while in Service, the benefits, if any, provided for in Section 4.7
shall be paid to the Participant's Surviving Spouse. In the event a Participant
separates from Service for a reason other than as described above, then no
benefit shall be payable to such Participant under the Plan, subject to the
provisions of Section 4.9 (regarding certain minimum benefits) and Section 4.11
(regarding benefits after a Change in Control). The Participating Employers
shall withhold from any payment of Plan benefits to a Participant (or Surviving
Spouse or Beneficiary, if applicable) any federal, state or local income or
employment taxes required by law to be withheld from such payment and shall
remit such taxes to the proper taxing authority.

         Section 4.2. Normal Retirement. Subject to the provisions of Sections
4.8 and 4.12 and Article VI, a Participant who separates from Service for a
reason other than death

                  (i) after having completed at least six (6) years of
         Creditable Service, and

                  (ii) following the attainment of the Normal Retirement Age and
         prior to the end of the Plan Year in which such Participant attains the
         Normal Retirement Age,

shall become entitled to such Participant's Normal Retirement Benefit. If such
Participant is unmarried at the time of such Participant's separation from
Service, such Participant's Normal Retirement Benefit shall be payable in the
form of a Ten-Year Certain and Life Annuity in a monthly amount equal to
one-twelfth (1/12) of the annual amount of such Participant's Normal Retirement
Benefit. If such Participant is married at the time of such Participant's
separation from Service, such Participant's Normal Retirement Benefit shall be
payable in the form of a Joint and 50% Survivor Annuity in a monthly amount
equal to one-twelfth (1/12) of the annual amount of such Participant's Normal
Retirement Benefit. A Participant's Normal Retirement



                                       14
<PAGE>   18

Benefit shall commence and thereafter be paid at the same time as such
Participant's benefits under the applicable Retirement Plan.

         Section 4.3. Early Retirement. Subject to the provisions of Sections
4.8 and 4.12 and Article VI, a Participant who separates from Service for a
reason other than death

                  (i) after having completed at least six (6) years of
         Creditable Service, and

                  (ii) after having attained age fifty-five (55) but prior to
         having attained the Normal Retirement Age,

shall become entitled to such Participant's Early Retirement Benefit. If such
Participant is unmarried at the time of such Participant's separation from
Service, such Participant's Early Retirement Benefit shall be payable in the
form of a Ten-Year Certain and Life Annuity in a monthly amount equal to
one-twelfth (1/12) of the annual amount of such Participant's Early Retirement
Benefit. If such Participant is married at the time of such Participant's
separation from Service, such Participant's Early Retirement Benefit shall be
payable in the form of a Joint and 50% Survivor Annuity in a monthly amount
equal to one-twelfth (1/12) of the annual amount of such Participant's Early
Retirement Benefit. A Participant's Early Retirement Benefit shall commence and
thereafter be paid at the same time as such Participant's benefits under the
applicable Retirement Plan.

         Section 4.4. Delayed Retirement. Subject to the provisions of Sections
4.8 and 4.12 and Article VI, a Participant who separates from Service for a
reason other than death

                  (i) after having completed at least six (6) years of
         Creditable Service, and

                  (ii) after the Plan Year in which such Participant attains the
         Normal Retirement Age,

shall become entitled to such Participant's Delayed Retirement Benefit. If such
Participant is unmarried at the time of such Participant's separation from
Service, such Participant's Delayed Retirement Benefit shall be payable in the
form of a Ten-Year Certain and Life Annuity in a monthly amount equal to
one-twelfth (1/12) of the annual amount of such Participant's Delayed Retirement
Benefit. If such Participant is married at the time of such Participant's
separation from Service, such Participant's Delayed Retirement Benefit shall be
payable in the form of a Joint and 50% Survivor Annuity in a monthly amount
equal to one-twelfth (1/12) of the annual amount of such Participant's Delayed
Retirement Benefit. A Participant's Delayed Retirement



                                       15
<PAGE>   19

Benefit shall commence and thereafter be paid at the same time as such
Participant's benefits under the applicable Retirement Plan.

         Section 4.5. Termination After Six or More Years of Creditable Service.
Subject to the provisions of Sections 4.8 and 4.12 and Article VI, a Participant
who separates from Service for a reason other than death

                  (i) after having completed at least six (6) years of
         Creditable Service, and

                  (ii) before reaching age fifty-five (55),

shall become entitled to such Participant's Early Retirement Benefit. If such
Participant is unmarried at the time of such Participant's separation from
Service, such Participant's Early Retirement Benefit shall be payable in the
form of a Ten-Year Certain and Life Annuity in a monthly amount equal to
one-twelfth (1/12) of the annual amount of such Participant's Early Retirement
Benefit. If such Participant is married at the time of such Participant's
separation from Service, such Participant's Early Retirement Benefit shall be
payable in the form of a Joint and 50% Survivor Annuity in a monthly amount
equal to one-twelfth (1/12) of the annual amount of such Participant's Early
Retirement Benefit. A Participant's Early Retirement Benefit under this Section
4.5 shall commence and thereafter be paid at the same time as such Participant's
benefits under the applicable Retirement Plan; provided, however, that in no
event shall a Participant's Early Retirement Benefit under this Section 4.5
commence prior to the Participant attaining at least age fifty-five (55).

         Section 4.6. Disability. In the event a Participant becomes Disabled
prior to the attainment of the Normal Retirement Age, the following provisions
shall apply:

                  (a) Such Participant shall be entitled to receive such
         Participant's Long Term Disability Plan Benefit, if any, provided for
         under the Long Term Disability Plan in which the Participant
         participates, if any.

                  (b) For purposes of determining such Participant's benefits
         under this Plan, such Participant's Creditable Service shall include
         such Participant's period of Disability to the extent provided in the
         applicable Retirement Plan, and such Participant's Final Average
         Compensation shall be determined as of the date such Participant became
         Disabled.



                                       16
<PAGE>   20

                  (c) In the event such Participant remains Disabled until such
         Participant attains the Normal Retirement Age, then subject to the
         provisions of Section 4.8 and Article VI, such Participant shall be
         entitled to receive such Participant's Normal Retirement Benefit as
         provided in Section 4.2 and Section 4.6(b); provided, however, the
         amount of such Participant's Normal Retirement Benefit otherwise
         payable as determined in accordance with Section 4.2 and Section 4.6(b)
         shall be reduced by such Participant's Long Term Disability Plan
         Benefit, if any, payable after such Participant attains the Normal
         Retirement Age.

                  (d) In the event such Participant ceases to be Disabled for a
         reason other than death prior to the attainment of the Normal
         Retirement Age and such Participant does not reenter active Service
         upon the cessation of such Participant's Disability, then such
         Participant shall be deemed to have separated from Service as of the
         date of the cessation of such Participant's Disability. If such
         Participant is eligible for Early Retirement on the date such
         Participant is deemed to have separated from Service, or if the
         Participant has completed at least six (6) years of Creditable Service
         as of such date, then subject to the provisions of Section 4.8 and
         Article VI, such Participant shall become entitled to such
         Participant's Early Retirement Benefit determined in accordance with
         the provisions of Section 4.3 or Section 4.5, as applicable, and
         Section 4.6(b). If such Participant is not eligible for Early
         Retirement or had not completed at least six (6) years of Creditable
         Service on the date such Participant is deemed to have separated from
         Service, then no benefits shall be payable to such Participant under
         this Plan.

                  (e) In the event such Participant ceases to be Disabled for a
         reason other than death prior to the attainment of the Normal
         Retirement Age and such Participant reenters active Service upon the
         cessation of such Participant's Disability, then such Participant's
         Creditable Service shall include such Participant's period of
         Disability to the extent provided in the applicable Retirement Plan and
         such Participant shall resume active participation in the Plan on the
         date such Participant reenters active Service.

                  (f) If a Participant becomes eligible to receive such
         Participant's Early Retirement Benefit determined in accordance with
         the provisions of Section 4.3 or Section 4.5, as applicable, and
         Section 4.6(b), the amount of such Early Retirement



                                       17
<PAGE>   21

         Benefit shall be reduced by such Participant's Long-Term Disability
         Plan Benefit, if any, payable after the commencement of such Early
         Retirement Benefit.

         Section 4.7. Death.

         (a) Death After Commencement of Benefits. In the event a Participant
dies following the commencement of such Participant's benefits under the Plan,
the benefits, if any, payable after such Participant's death shall be determined
in accordance with the provisions of such Joint and 50% Survivor Annuity or
Ten-Year Certain and Life Annuity, as applicable, pursuant to which such
Participant was receiving or entitled to receive benefits at the time of such
Participant's death.

         (b) Death While in Service. If a Participant dies while in Service or
while Disabled at a time when the Participant would have been eligible for a
benefit under the provisions of Sections 4.2, 4.3, 4.4 or 4.5 had the
Participant then separated from Service, a death benefit shall be payable to the
Participant's Surviving Spouse, if any, under the provisions of this Section
4.7(b). If there is no Surviving Spouse, there shall be no death benefit under
the Plan. If there is a Surviving Spouse, the amount of the death benefit shall
be determined as follows:

                  (i) First, the Participant shall be deemed to have separated
         from Service immediately prior to death;

                  (ii) Second, the Participant shall be deemed to have begun the
         benefits payable under this Plan as of the earliest possible date in
         the form of a Joint and 50% Survivor Annuity; and

                  (iii) Third, the Participant shall be deemed to have died
         immediately after commencement of the Joint and 50% Survivor Annuity.

For purposes of determining the amount of benefits payable under this Section
4.7(b), the deceased Participant's Assumed Retirement Benefit shall be
determined under the same assumptions set forth above. The death benefit payable
to a Surviving Spouse shall commence on the earliest possible date the survivor
benefit would have begun being paid to the Surviving Spouse under the
assumptions set forth above.

         (c) Article VI Controlling. The provisions of this Section 4.7 shall be
subject to the provisions of Article VI.

         Section 4.8. Adjustment in Benefits. A Participant's Assumed Retirement
Benefit and Long Term Disability Plan Benefit can vary from time to time under
the terms of the applicable



                                       18
<PAGE>   22

Retirement Plan and the applicable Long Term Disability Plan or because of
possible future amendments to such Plans at the election of the Participating
Employers or as may be required by applicable law. As of each date on which any
benefit payable to a Participant (or his Surviving Spouse or Beneficiary) under
the applicable Retirement Plan or the applicable Long Term Disability Plan
changes for any reason, there shall be a recalculation of the benefits, if any,
payable under this Plan (based on the assumptions contained herein) to such
Participant (or his Surviving Spouse or Beneficiary) using the benefits then
payable under the applicable Retirement Plan and the applicable Long Term
Disability Plan as a result of such changes. Such increased or decreased
benefits payable under this Plan shall become effective at the same time as the
change in benefits under the applicable Retirement Plan and the applicable Long
Term Disability Plan. Notwithstanding the provisions of this Section 4.8, once a
Participant's Social Security Benefit is determined for purposes of determining
benefits payable under this Plan, such benefits shall not be subject to
recalculation after benefits commence under the terms of this Plan due to
increases or decreases in benefits payable from time to time under the Federal
Social Security Act.

         Section 4.9. Minimum Benefit. Notwithstanding any provision of the Plan
to the contrary, in no event shall the amount of a Participant's retirement
benefit under Sections 4.2, 4.3, 4.4 or 4.5, as applicable, or the amount of a
Surviving Spouse's death benefit under Section 4.7(b), if applicable, be less
than the amount of the benefit (expressed in the same form of benefit as payable
under this Plan) that would have been payable to the Participant or the
Participant's Surviving Spouse, if applicable, under the Restoration Plan for
the Salaried Defined Benefit Retirement Plans of United Dominion Industries,
Inc. as in effect from time to time had the Participant been a participant in
that plan.

         Section 4.10. Beneficiary or Beneficiaries.

         (a) Designation or Change of Beneficiary by a Participant. Each
Participant may from time to time designate the person(s) or entity(ies) to whom
any survivor benefit is to be paid under the Ten-Year Certain and Life Annuity
method. A Participant may from time to time change such designation and upon any
such change, any previously designated Beneficiary's right to receive any
benefits under the Plan shall terminate. In order to be effective, any
designation or change of designation of a Beneficiary must be made on a form
furnished by the Plan Committee and signed by the Participant and received by
the Plan Committee while the



                                       19
<PAGE>   23

Participant is alive. If a Beneficiary of a deceased Participant shall survive
the deceased Participant but die prior to the receipt of all benefits payable to
said Beneficiary under the Plan, then such benefits as would have been payable
to said deceased Beneficiary shall be paid to such Beneficiary's estate at the
same time and in the same manner as such benefits would have been payable to
said deceased Beneficiary.

         (b) Beneficiary Designated by the Plan. In the event that a Participant
shall die without having designated a Beneficiary, or in the event that a
Participant shall die having revoked an earlier Beneficiary designation without
having effectively designated another Beneficiary, or in the event that a
Participant shall die but the Beneficiary designated by such Participant shall
fail to survive such Participant, then and in any such event, the person(s) who
shall constitute the Beneficiary of such deceased Participant shall be
determined as follows:

                  (i) In the event said deceased Participant is survived by a
         child, children or by issue of a deceased child or children, such
         surviving children and surviving issue of such deceased children shall
         share as Beneficiaries on a per stirpes basis, the issue of a deceased
         child of the deceased Participant to take per stirpes the same share
         their parent would have taken if living.

                  (ii) In the event said deceased Participant is not survived by
         any person described in subparagraph (i), then said deceased
         Participant's estate shall be such deceased Participant's Beneficiary.

         Section 4.11. Change in Control.

         (a) Separation From Service Prior to a Change in Control. If a
Participant separates from Service prior to a Change in Control and is receiving
benefits under the Plan as of the date of such Change in Control or is entitled
to receive future benefits under the Plan as of a date following such Change in
Control, then within thirty (30) days following the Change in Control the
Participant shall be paid in a single cash payment the Commuted Payment Amount
of the Participant's benefits (or, if applicable, remaining benefits) under the
Plan determined as of the date of such Change in Control unless the Participant
waived the application of this Section 4.11(a) at the time the Participant
separated from Service in accordance with procedures prescribed by the Plan
Committee for such purpose from time to time.

         (b) Separation From Service On or After a Change in Control. If a
Participant separates from Service on or after the date of a Change in Control,
then within thirty (30) days following the Participant's separation from Service
the Participant shall be paid in a single cash



                                       20
<PAGE>   24

payment the Commuted Payment Amount of the Participant's benefits under the Plan
determined as of the date of such separation from Service.

         Section 4.12. Separation From Service Prior to Assumed Retirement Date.
Notwithstanding any provision of the Plan to the contrary, if a Participant
separates from Service prior to such Participant's Assumed Retirement Date for
any reason other than death, Disability or Involuntary Termination Without
Cause, then the amount of the Participant's retirement benefit under Section
4.2, 4.3, 4.4 or 4.5, as applicable, shall be reduced by multiplying the amount
of the applicable retirement benefit by the Participant's Years of Service
Fraction. In no event shall this Section 4.12 apply in the event of a
Participant's separation from Service after a Change in Control. In addition,
the provisions of this Section 4.12 shall not apply to any Participant who
became a Participant in the Plan prior to January 1, 1999.

                                    ARTICLE V
                                 PLAN COMMITTEE

         Section 5.1. Appointment, Term of Office and Vacancy. The Plan
Committee shall consist of one or more persons from the United Dominion
Industries, Inc. Human Resources Department who are appointed to the Plan
Committee by the Compensation and Human Resources Committee and who shall serve
at the pleasure of the Compensation and Human Resources Committee. The
Compensation and Human Resources Committee shall have the absolute right to
remove any member of the Plan Committee at any time, with or without cause, and
any member of the Plan Committee shall have the right to resign at any time. If
a vacancy in the Plan Committee should occur, from death, resignation, removal
or otherwise, a successor shall be appointed by the Compensation and Human
Resources Committee.

         Section 5.2. Organization of Plan Committee. The Compensation and Human
Resources Committee shall designate one of the members of the Plan Committee to
serve as its Chairman, one member as its Vice-Chairman and one member as its
Secretary. One person may hold more than one office. The Plan Committee may
appoint such agents, who need not be members of the Plan Committee, as it may
deem necessary for the effective performance of its duties, and may delegate to
such agent such powers and duties, whether ministerial or discretionary, as the
Plan Committee may deem expedient or appropriate. The Plan Committee shall act
by majority vote and may adopt such bylaws, rules and regulations as it deems
desirable



                                       21
<PAGE>   25

for the conduct of its affairs. The members of the Plan Committee shall serve as
such without compensation.

         Section 5.3. Powers of the Plan Committee. The Plan Committee shall
administer the Plan. The Plan Committee shall have all the powers to enable it
to carry out its duties under the Plan properly. Not in limitation of the
foregoing, the Plan Committee shall have the power to construe and interpret the
Plan and determine all questions that shall arise thereunder. It shall decide
all questions relating to eligibility to receive benefits under the Plan. The
Plan Committee shall have such other and further specified duties, powers,
authority and discretion as are elsewhere in the Plan either expressly or by
necessary implication conferred upon it. The decision of the Plan Committee upon
all matters within the scope of its authority shall be final and conclusive on
all persons, except to the extent otherwise provided by law.

         Section 5.4. Expenses of Plan Committee. The reasonable expenses of the
Plan Committee incurred by the Plan Committee in the performance of its duties
under the Plan, including without limitation, reasonable counsel fees and
expenses of other agents, shall be paid by the Participating Employers.

         Section 5.5. Indemnification of Plan Committee. To the extent permitted
by applicable law, the Participating Employers shall indemnify and hold harmless
each member of the Plan Committee from and against any and all liability,
claims, demands, costs, and expenses (including the costs and expenses of
attorneys incurred in connection with the investigation or defense of claims) in
any manner connected with or arising out of any actions or inactions in
connection with the administration of the Plan except for such actions or
inactions which are not in good faith or which constitute willful misconduct.

                                   ARTICLE VI
                            AMENDMENT AND TERMINATION

         Section 6.1. Amendment of Plan. Subject to the provisions of Section
6.4, the Participating Employers expressly reserve the right, at any time and
from time to time, to amend in whole or in part any of the terms and provisions
of the Plan for whatever reason(s) the Participating Employers may deem
appropriate.

         Section 6.2. Termination of Plan. Subject to the provisions of Section
6.4, the Participating Employers expressly reserve the right, at any time and
for whatever reason they may deem appropriate, to terminate the Plan.



                                       22
<PAGE>   26

         Section 6.3. Procedure for Amendment or Termination. Any amendment to
the Plan or termination of the Plan shall be made by the Participating Employers
by resolution of the Compensation and Human Resources Committee, and evidenced
by a written instrument of United Dominion Industries, Inc., and shall not
require the approval or consent of any Participant or Beneficiary in order to be
effective.

         Section 6.4. Effect of Amendment or Termination on Certain Benefits.

         (a) No amendment or termination of the Plan shall reduce or eliminate
the benefits (if any) payable under the Plan (without regard to such amendment
or termination) to any Participant, Surviving Spouse or Beneficiary who
commenced receiving benefits under the Plan prior to the amendment or
termination date.

         (b) No amendment or termination of the Plan shall:

                  (i) reduce the amount of a Participant's Normal, Early or
         Delayed Retirement Benefit, as applicable, below the amount of such
         benefit determined immediately prior to such amendment or termination
         date based on the terms and provisions of the Plan then in effect as if
         the Participant had separated from Service at such time;

                  (ii) reduce the amount of a Participant's death benefit
         payable to the Participant's Surviving Spouse below the amount of such
         benefit determined immediately prior to such amendment or termination
         date based on the terms and provisions of the Plan then in effect as if
         the Participant had died while in Service at such time;

                  (iii) from and after the date of a Change in Control, reduce
         the Commuted Payment Amount of a Participant below the amount of such
         benefit determined immediately prior to such amendment or termination
         date based on the terms and provisions of the Plan then in effect as if
         the Participant had separated from Service at such time; or

                  (iv) from and after the date of a Change in Control, modify or
         eliminate a Participant's right to be paid the Commuted Payment Amount
         in a single cash payment to the extent provided in the Plan immediately
         prior to the Change in Control.

                                   ARTICLE VII
                                  MISCELLANEOUS

         Section 7.1. Adoption by a Subsidiary Corporation. A Subsidiary
Corporation may, with the approval of the Compensation and Human Resources
Committee and the Board of Directors of such Subsidiary Corporation, elect to
adopt the Plan as of the date mutually



                                       23
<PAGE>   27

agreeable to the Compensation and Human Resources Committee and the Board of
Directors of such Subsidiary Corporation. Any such adoption of the Plan by a
Subsidiary Corporation shall be evidenced by an appropriate instrument of
adoption executed by such Subsidiary Corporation.

         Section 7.2. Authorization and Delegation to the Compensation and Human
Resources Committee. Each Subsidiary Corporation which is or hereafter becomes a
Participating Employer authorizes and empowers the Compensation and Human
Resources Committee (i) to amend or terminate the Plan without further action by
said Subsidiary Corporation as provided in Article VI and (ii) to perform such
other acts and do such other things as the Compensation and Human Resources
Committee is expressly directed, authorized or permitted to perform or do as
provided herein.

         Section 7.3. Spendthrift Clause. To the extent permitted by law, no
benefits payable under the Plan shall be subject to the claim of any creditor of
any Participant or to any legal process by any creditor of any Participant and
no Participant entitled to benefits hereunder shall have any right whatsoever to
alienate, commute, anticipate or assign any benefits under the Plan.

         Section 7.4. Benefits Payable From General Assets of the Participating
Employers. All benefits payable hereunder shall be paid from the general assets
of the Participating Employers. No assets of the Participating Employers shall
be segregated or placed in trust pursuant to the Plan in a manner which would
put such asset beyond the reach of the general creditors of any of the
Participating Employers, and the rights of any Participant (or Surviving Spouse
or Beneficiary) to receive any benefits hereunder shall be no greater than the
right of any general, unsecured creditor of the Participating Employers. Nothing
contained in the Plan shall create or be construed as creating a trust of any
kind or any other fiduciary relationship between the Participating Employers and
a Participant. In the event the Participating Employers purchase any insurance
policies insuring the life of any Participant hereunder, no Participant shall
have any rights whatsoever therein and the Participating Employers shall be the
sole owner and beneficiary thereof and shall possess and exercise all incidents
of ownership therein.

         Section 7.5. Allocation of Benefits Among the Participating Employers.
The benefits payable under the Plan to a particular Participant (or Surviving
Spouse or Beneficiary, if applicable) shall be allocated among the Participating
Employers in such proportion as shall reasonably reflect the proportion of such
Participant's benefits under the Plan that are



                                       24
<PAGE>   28

attributable to such Participant's employment by, and compensation from, the
respective Participating Employers (or their predecessors in interest).

         Section 7.6. Benefits Limited to the Plan. Participation in the Plan
shall not give a Participant any right to be retained in the employ of any one
or more of the Participating Employers nor, upon dismissal, any right or
interest in the Plan except as expressly provided herein.

                                  ARTICLE VIII
                                CLAIMS PROCEDURE

         Section 8.1. Claims Procedure.

         (a) General. In the event that a Claimant has a Claim under the Plan,
such Claim shall be made by the Claimant's filing a notice thereof with the Plan
Committee within ninety (90) days after such Claimant first has knowledge of
such Claim. Each Claimant who has submitted a Claim to the Plan Committee shall
be afforded a reasonable opportunity to state such Claimant's position and to
present evidence and other material relevant to the Claim to the Plan Committee
for its consideration in rendering its decision with respect thereto. The Plan
Committee shall render its decision in writing within sixty (60) days after the
Claim is referred to it, and a copy of such written decision shall be furnished
to the Claimant.

         (b) Notice of Decision of Plan Committee. Each Claimant whose Claim has
been denied by the Plan Committee shall be provided written notice thereof,
which notice shall set forth:

                  (i) the specific reason(s) for the denial;

                  (ii) specific reference to pertinent provision(s) of the Plan
         upon which such denial is based;

                  (iii) a description of any additional material or information
         necessary for the Claimant to perfect such Claim and an explanation of
         why such material or information is necessary; and

                  (iv) an explanation of the procedure hereunder for review of
         such Claim;

all in a manner calculated to be understood by such Claimant.

         (c) Review of Decision of Plan Committee. Each such Claimant shall be
afforded a reasonable opportunity for a full and fair review of the decision of
the Plan Committee denying



                                       25
<PAGE>   29

the Claim. Such review shall be by the Compensation and Human Resources
Committee. Such appeal shall be made within ninety (90) days after the Claimant
received the written decision of the Plan Committee and shall be made by the
written request of the Claimant or such Claimant's duly authorized
representative of the Compensation and Human Resources Committee. In the event
of appeal, the Claimant or such Claimant's duly authorized representative may
review pertinent documents and submit issues and comments in writing to the
Compensation and Human Resources Committee. The Compensation and Human Resources
Committee shall review the following:

                  (i) the initial proceedings of the Plan Committee with respect
         to such Claim;

                  (ii) such issues and comments as were submitted in writing by
         the Claimant or the Claimant's duly authorized representative; and

                  (iii) such other material and information as the Compensation
         and Human Resources Committee, in its sole discretion, deems advisable
         for a full and fair review of the decision of the Plan Committee.

The Compensation and Human Resources Committee may approve, disapprove or modify
the decision of the Plan Committee, in whole or in part, or may take such other
action with respect to such appeal as it deems appropriate. The decision of the
Compensation and Human Resources Committee with respect to such appeal shall be
made promptly, and in no event later than sixty (60) days after receipt of such
appeal, unless special circumstances require an extension of such time within
which to render such decision, in which event such decision shall be rendered as
soon as possible and in no event later than one hundred twenty (120) days
following receipt of such appeal. The decision of the Compensation and Human
Resources Committee shall be in writing and in a manner calculated to be
understood by the Claimant and shall include specific reasons for such decision
and set forth specific references to the pertinent provisions of the Plan upon
which such decision is based. The Claimant shall be furnished a copy of the
written decision of the Compensation and Human Resources Committee. Such
decision shall be final and conclusive upon all persons interested therein,
except to the extent otherwise provided by applicable law.



                                       26
<PAGE>   30

         Section 8.2. Agent for Service of Process. United Dominion Industries,
Inc. shall be the agent for service of legal process upon this Plan, and its
address for such purpose shall be the address of its principal place of business
in Charlotte, North Carolina.

         IN WITNESS WHEREOF, the undersigned authorized officers of United
Dominion Industries, Inc. have executed this instrument on behalf of the
Participating Employers as of the day and year first above written.

                                       UNITED DOMINION INDUSTRIES, INC.



                                       By: /s/ Glenn A. Eisenberg
                                            Name: Glenn A. Eisenberg
                                            Title: President & COO


                                       By: /s/ Richard L. Magee
                                            Name: Richard L. Magee
                                            Title: Vice President & Secretary



                                       27
<PAGE>   31

                                    EXHIBIT A

                         Assumptions and Procedures for
                       Determining Commuted Payment Amount

In accordance with Section 2.1(b)(8), Section 4.11 and Section 6.4, the
following procedures and assumptions shall be used to determine the actuarial
equivalent single sum value ("AESSV") of certain benefits under the Plan:

(1)      Benefit Calculation Date. For purposes of this Exhibit A, the "Benefit
         Calculation Date" for a Participant shall be determined as follows:

         (a)      For a Participant who separates from Service on or after the
                  date of a Change in Control, the "Benefit Calculation Date"
                  shall be the date of such Participant's separation from
                  Service.

         (b)      For a Participant who separates from Service prior to the
                  Change in Control and is receiving benefits under the Plan as
                  of the date of such Change in Control or is entitled to
                  receive future benefits under the Plan as of a date following
                  such Change in Control, the "Benefit Calculation Date" shall
                  be the date of the Change in Control.

(2)      Date of Distribution. The "Date of Distribution" shall be the date as
         of which the Commuted Payment Amount shall be paid and shall occur
         within thirty (30) days after the applicable Benefit Calculation Date;
         provided, however, that if for reasons of administrative practicality a
         later date is required, the Date of Distribution shall be such later
         date which is the earliest possible date on which the calculation can
         be finalized and payment made.

(3)      Calculation Procedures.

         (a)      Participant Under Age 55 not in Pay Status. For a Participant
                  who is under age 55 and not receiving benefits under the Plan,
                  determine the AESSV at age 55 of the Participant's Early
                  Retirement Benefit calculated as of the Benefit Calculation
                  Date assuming that payment of such benefit commences at age 55
                  and using the actuarial assumptions set forth below. Then
                  discount that AESSV to the applicable Date of Distribution
                  using the interest rate assumption set forth below.

         (b)      Participant Age 55 or Older not in Pay Status. For a
                  Participant who is age 55 or older and not receiving benefits
                  under the Plan, determine the AESSV at the Date of
                  Distribution of the Participant's Normal, Early or Delayed
                  Retirement Benefit (as applicable) calculated as of the
                  Benefit Calculation Date assuming such benefit commences as of
                  the Date of Distribution and using the actuarial assumptions
                  set forth below.


<PAGE>   32

         (c)      Participant in Pay Status. For a Participant receiving
                  benefits under the Plan, determine the AESSV at the Date of
                  Distribution of the Participant's remaining benefits payable
                  under the Plan as of the Benefit Calculation Date using the
                  actuarial assumptions set forth below.

(4)      Actuarial Assumptions. The mortality and interest/discount rate
         assumptions for purposes of determining the AESSV of a benefit shall be
         the mortality and interest rate assumptions for lump sum payments in
         effect under the United Dominion Industries, Inc. Retirement Plan as in
         effect on the applicable Benefit Calculation Date. As of the effective
         date of this Plan, such assumptions are as follows:

                  Mortality: The "applicable mortality table," as such term in
                  defined in Section 417(e)(3) of the Code, as amended by the
                  Retirement Protection Act of 1994.

                  Interest: The "applicable interest rate," as such term is
                  defined in Section 417(e) of the Code, as amended by the
                  Retirement Protection Act of 1994. The "lookback month"
                  (within the meaning of Treas. Reg. Section
                  1.417(e)-1T(d)(4)(iii)) for the determination of the
                  applicable interest rate with respect to a calculation on a
                  Benefit Calculation Date during a Plan Year shall be the
                  November immediately preceding such Plan Year. The "stability
                  period" (within the meaning of Treas. Reg. Section
                  1.417(e)-1T(d)(4)(ii)) during which the applicable interest
                  rate remains constant shall be the Plan Year immediately
                  succeeding the lookback month.

(5)      Special Rule. For purposes of Section 6.4 of the Plan, the Benefit
         Calculation Date and Date of Distribution shall be the effective date
         of the applicable Plan amendment, and the Commuted Payment Amount shall
         be calculated assuming the Participant separated from Service as of
         such date.