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                                                                 EXHIBIT 10.1(a)


                           UNITED DOMINION INDUSTRIES


                           ANNUAL MANAGEMENT INCENTIVE
                           COMPENSATION (MIC) PLAN FOR
                             OPERATING UNIT OFFICERS


1.       PURPOSE

         The purpose of the United Dominion Industries Limited (the "Company")
         Annual Management Incentive Compensation Plan for Operating Unit
         Officers (the "Plan") is to provide an opportunity for operating unit
         officers to earn incentive compensation based upon the performance of
         their respective units in relation to predetermined performance
         targets. In particular, this Plan is designed to (a) pay Participants
         incentive compensation for meeting or exceeding various performance
         targets for a given fiscal year; (b) link operating management with the
         Company's strategic performance objectives; and (c) maintain
         competitiveness with general industry norms in executive compensation.

2.       DEFINITIONS

         The following words shall have the following meanings unless the
         context clearly states otherwise:

                  BOARD OF DIRECTORS means the Company's Board of Directors.

                  TARGET AWARD means the amount of annual incentive to be paid
                  to a Participant under the Plan in the event his Segment,
                  Division or Operating Unit achieves 100% of its Plan targets
                  for the Plan year.

                  CEO means the Chief Executive Officer of the Company.

                  CHRC means the Compensation and Human Resources Committee of
                  the Company's Board of Directors.

                  COMPANY means United Dominion Industries Limited, a Canadian
                  Corporation.

                  OPERATING UNIT means a single profit center owned or managed,
                  directly or indirectly, by the Company.

                  DIVISION means two or more operating units reporting under a
                  common management structure.



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                  SEGMENT means a line of business containing two or more
                  Divisions or Operating Units, the results of which are
                  reported in the Company's Annual Report.

                  ANNUAL INCENTIVE means the amount payable to a Participant
                  under the Plan.

                  FISCAL YEAR means the fiscal year of the Company, which
                  currently is the twelve-month period ending December 31.

                  SEGMENT EXECUTIVE means the executive officer of the Company
                  primarily responsible for Segment operations, which currently
                  is the Segment President.

                  PARTICIPANT means an employee of the Company or any of its
                  operating entities eligible to receive an annual incentive
                  under this Plan.

                  PLAN means the United Dominion Management Incentive
                  Compensation Plan for Operating Unit Officers.

                  PERFORMANCE TARGETS means the performance targets assigned to
                  a Segment, Division or Operating Unit for a Fiscal Year.

3.       ELIGIBILITY

         Participation in the Plan shall be limited to Division or Operating
         Unit officers or other key managers appointed by the Segment President.
         The CEO, with the approval of the CHRC, shall make the final
         determination of eligible Plan Participants. Additions or deletions to
         the Plan during a Fiscal Year shall be made only in the event of an
         unusual circumstance, such as a promotion or new hire.

4.       DETERMINATION OF MAXIMUM AMOUNT PAYABLE

         The CHRC, after consultation with the CEO, may determine a maximum
         aggregate payment under the Plan to be made by any Segment, Division or
         Operating Unit for each Fiscal Year. The final determination of the
         maximum aggregate payment under the Plan for each Fiscal Year shall be
         made prior to the commencement of such Fiscal Year.

5.       DETERMINATION OF TARGET AWARDS AND PERFORMANCE TARGETS

         a.) TARGET AWARDS - Each Participant shall be assigned a Target Award
         consistent with guidelines published by the Company's corporate Human
         Resources Department. The appropriate Segment Executives may recommend
         adjustments to the guidelines, subject to the final approval of the CEO
         and CHRC. Generally, the Target Award categories will be designated as
         follows, with the percent listed below Target being the percent of
         Participant's base salary:


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                                  CATEGORY               TARGET
                                  --------               ------
                                      A                   50%
                                      B                   40%
                                      C                   30%
                                      D                   20%
                                      E                   15%

         b.) PERFORMANCE TARGETS - Each applicable business unit shall be
         assigned Performance Targets for each Plan Year, against which the
         performance of such unit will be measured. The appropriate Segment
         Executive shall determine the Performance Targets for each such unit,
         subject to the approval of the CEO. Until revised pursuant to this
         Plan, the Performance Targets will be based upon predetermined Sales
         Growth and Return on Investment objectives. The category definitions
         are:

         SALES GROWTH is the relevant operating unit's Net Sales compared to the
         unit's prior year's Net Sales, expressed as a percentage. The
         percentage is derived from the following formula:

                  Net Sales Current Year - Net Sales Prior Year
                  ---------------------------------------------
                              Net Sales Prior Year

         ROI is the relevant unit's Net Operating Profit expressed as a
         percentage of relevant Average Net Capital Employed. The formula is:

                              Net Operating Profit
                          ----------------------------
                          Average Net Capital Employed

         The accounting definitions of Net Operating Profit and Average Net
         Capital employed shall be as determined by the Company's corporate
         Accounting Department from time-to-time. The Average Net Capital
         Employed is the daily average.

         The Company will review the aggregate Performance Targets to ensure
         consistency with overall corporate Planning for the Fiscal Year. The
         relevant segment president, subject to the approval of the CEO and
         CHRC, shall make the final determination of the Performance Targets. As
         soon as practicable after the beginning of each Fiscal Year, each
         Participant shall be notified of his unit's Performance Targets by the
         corporate Human Resources Department.

6.       DETERMINATION OF ANNUAL INCENTIVE

         The incentive is derived by comparing the relevant unit's actual
         full-year Sales Growth and ROI accomplishment to the values contained
         the Plan Matrix. The Matrix has Sales Growth values on one axis and ROI
         values on a second axis. The actual award, if any, is determined by
         identifying the intersecting cell value in the Sales Growth row and ROI
         column that most nearly matches the relevant unit's actual performance
         in both categories. When an actual performance value is equidistant
         between two cell



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         values in the Matrix, the applicable cell value is derived by rounding
         up. This "Point of Intersection" of the applicable row and column
         contains an award multiplier. To determine the amount of the bonus
         earned, the Participant multiplies his or her target bonus by the value
         (expressed as a percentage) in the Point of Intersection. Below is a
         sample of the Plan matrix:

                   12%     100      110      120      140      160
         Sales     11%      90      100      110      120      130
        Growth     10%      80       90      100      110      120
                    9%      65       75       85       95      105
                    8%      55       65       75       85       95
                          20.0%    22.5%    25.0%    27.5%    30.0%

                                        ROI

         The appropriate Segment Executives may make requests for negative
         adjustments to the calculated awards in the appropriate circumstances.
         The CEO with the CRHC's approval or the CHRC may make negative
         adjustments to the calculated awards, but may not make any positive
         adjustments pursuant to this Plan.

         As soon as practicable after the end of the Fiscal Year, the Company's
         corporate Human Resources Department shall ensure that each Participant
         is notified of the amount of his Annual Incentive.

7.       TIME FOR PAYMENTS

         Annual Incentives normally will be paid by the end of the second month
         following the Fiscal Year. Notwithstanding the normal payment date,
         each Participant shall have the right to elect to defer all or a part
         of his payment year under the Award pursuant to the Company's Excess
         Deferral Plan.

 8.     FORM OF PAYMENTS

         a.) At the end of the Company's fiscal year, after the Company's
         financial results are final and the CHRC has approved such results, any
         awards earned under the Plan shall be paid in cash to Participants.
         However, in the discretion of the CHRC, Participants may be allowed to
         elect to have all or part of such award paid in common shares of the
         Company ("Common Shares") at "Fair Market Value." The "Fair Market
         Value" of a Common Share is the average of the opening and closing
         price of a Common Share on the Toronto Stock Exchange on the business
         day next preceding the date an award is approved.

         b.) In an effort to encourage stock ownership, and subject to all
         applicable regulations of any securities or exchange body having
         jurisdiction over the Company, the CHRC may, at its sole discretion,
         allow Participants to elect to have all or a portion of a predetermined
         multiple of their earned awards paid to them in Common Shares, subject
         to the following conditions:



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                  (i) The award multiple payable in Common Shares shall be 1.25
                  times the award's calculated cash value under the Plan for the
                  relevant Plan year (the "Share Premium"). The CHRC, in its
                  sole discretion, may reduce the Share Premium, but in no
                  instance may it increase the Share Premium above 1.25 times
                  the cash award otherwise payable.

                  (ii) The CHRC, at its sole discretion, may limit the
                  percentage of any Participant's calculated award that is
                  eligible for payment in Common Shares under the Plan.

                  (iii) Any Participant who elects to receive Common Shares in
                  lieu of cash shall be obligated to retain ownership of such
                  shares for at least eighteen months after the date of grant;
                  provided, however, in the event the Share Price of the Common
                  Shares at any time declines to 75% or less of the Fair Market
                  Value at the time of grant, the Participant shall be permitted
                  to immediately sell or otherwise transfer such shares free of
                  such restrictions. The aforesaid restrictions shall survive
                  the Participant's termination of employment from the Company
                  for any reason, other than in the case of Participant's death,
                  disability, retirement or other termination of employment in
                  which case all such restrictions on the sale or transfer of
                  the affected Participant's Common Shares immediately shall
                  lapse.

                  (iv) In order for a Participant to be eligible to receive any
                  Common Shares under the Plan, he or she must complete a
                  written election form and tender it to the Company's corporate
                  Human Resources Department on or before such date as it may
                  set Such election must state that the Participant elects to
                  receive a percentage (from 5% to 100% in 5% increments,
                  subject to any maximum established by the CHRC) of his or her
                  incentive award in Common Shares. To facilitate an informed
                  election, the Company shall inform all eligible Participants
                  at least twenty (20) days prior to [the end of the year upon
                  which any incentive is based] the date by which an election
                  must be made: (1) whether any Common Shares in lieu of cash
                  will be offered, (2) the maximum percentage of any incentive
                  subject to the Common Shares election, and (3) the amount of
                  the Share Premium, if any. In the event a Participant has
                  elected to defer a portion (or all) of his or her applicable
                  incentive award, such deferred portion (or all such award, as
                  the case may be) shall not be available for the Common Share
                  election described in this subsection 9(b), above.

                  (v) In the event the CHRC elects to grant a share election
                  option, the Company shall provide a written disclosure of the
                  general tax treatment of such action prior to and as a
                  condition



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                  of accepting any election to accept Common Shares in lieu of
                  cash under this Plan.

                  (vi) The Company will withhold from any payments made pursuant
                  to the Plan any taxes required to be withheld under applicable
                  federal, state and local tax regulations. In addition, if
                  necessary under the circumstances to ensure compliance with
                  applicable withholding requirements, the Company reserves the
                  right to condition the tender of Shares to the Participant on
                  the Participant's prior payment of required withholding taxes
                  to the Company.

                  (vii) The aggregate number of Common Shares available for
                  issuance under the terms of the Plan at any time shall not
                  exceed .30% of the then outstanding Common Shares; provided
                  that in no circumstance can more than an aggregate of 120,000
                  Common Shares be reserved for issuance under the Plan, and
                  provided further that no Common Shares may be issued under
                  this Plan if, after such issuance, the total number of Common
                  Shares issued under this Plan together with the total number
                  of Common Shares issued under all other incentive compensation
                  plans of the Company after the date of the 1999 annual and
                  special meeting of the shareholders, exceed 1.9% of the
                  outstanding Common Shares of the Company at the time of
                  issuance.

9.       ADMINISTRATION OF THE PROGRAM

         The overall control of the Program, including final determination of
         the Awards to each Participant, is the responsibility of the CHRC and
         the CEO. The Company's senior corporate human resources officer shall
         be responsible for administering and implementing any actions required
         under the Program.

10.      STATUS CHANGES OF PARTICIPANT DURING YEAR.

         In the event a Participant's base salary changes during the course of
         the Plan Year, the eligible salary for purpose of calculating any
         incentive due shall such Participant's monthly average salary for the
         year. In the event a Participant changes positions or makes an
         inter-company transfer during the course of the Plan Year, and a
         result, is assigned a different incentive category, any incentive due
         shall be prorated, based on the number of complete months in each such
         category. In the event an employee is appointed a Participant in the
         Plan after the start of a Plan Year, the Participant shall receive a
         prorated award reflecting the number of full months actually worked
         during the Plan Year. Subject to paragraph 11, below, in the event a
         Participant terminates employment during the Plan Year, other than
         through death, disability or retirement, no incentive is due.

11.      VESTING



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         A Participant must be in the employ of the Company (or another of the
         Company's subsidiary corporations) on the last day of the applicable
         Plan Year in order to be eligible for an Award. The final determination
         as to Awards to be granted and the amount of such Awards shall be made
         by the CHRC. Notwithstanding any other provision hereof, and in
         accordance with this paragraph, in the event a Participant terminates
         employment or is terminated by the Company at any time for any reason,
         including, but not limited to retirement, disability or death, the CHRC
         shall have the sole discretion as to whether any such Award shall be
         granted and, if so, the amount of any such Award. While such discretion
         includes a negative adjustment or appropriate proration of an earned
         award, it does not include discretion to make a positive adjustment to
         an earned award.

12.     MISCELLANEOUS

         a.) All payments under the Plan shall be made from the general assets
         of the Company. To the extent any Participant acquires a right to
         receive payments under the Plan, such rights shall be no greater than
         those of an unsecured general creditor of the Company.

         b.) Nothing contained in the Plan and no action taken pursuant thereto
         shall create or be construed to create a trust of any kind, or a
         fiduciary relationship between the Company and any other person.

         c.) No amount payable under the Plan shall be subject in any manner to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance or charge, either voluntary or involuntary, and any attempt
         to so alienate, anticipate, sell, transfer, assign, pledge, encumber or
         charge the same shall be null and void. No such amount shall be liable
         for or subject to the debts, contracts, liabilities, engagements, or
         torts of any person to whom such benefits or funds are or may be
         payable.

         d.) Nothing contained in the Plan shall be construed as conferring upon
         any Participant the right to continue in the employ of the Company or
         any of its direct or indirect subsidiaries, nor to limit the right of
         an employee's employer to discharge such employee at any time, with or
         without cause.

         e.) The Company reserves the right to terminate the Plan at any time;
         provided however, such termination shall not cause a forfeiture of any
         incentive accrued up to the time the Participant was notified of such
         termination.

         f.) The Plan shall be construed and administered in accordance with the
         laws of the State of North Carolina.


UNITED DOMINION INDUSTRIES
CHARLOTTE, N.C.


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