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                                                                 EXHIBIT 10.7(a)

                           UNITED DOMINION INDUSTRIES


                           LONG-TERM PERFORMANCE UNIT
                                    PLAN FOR
                             OPERATING UNIT OFFICERS

1.       PURPOSE

         The purpose of the United Dominion Industries Limited (the "Company")
         Long-term Performance Unit 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 over a long-term horizon. In particular, this Plan is
         designed to (a) pay Participants incentive compensation for meeting or
         exceeding various performance targets during a three-year Cycle; (b)
         link a portion of the operating unit management's pay 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 long-term incentive to be
                  paid to a Participant under the Plan in the event his
                  employing unit achieves 100% of its Plan targets for the
                  three-year Plan Cycle.

                  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.

                  CYCLE means the three-year term of the Plan, normally
                  commencing on January 1 and ending on December 31 of the third
                  year following Plan commencement.

                  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.



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                  PARTICIPANT means an employee of the Company eligible to
                  receive a long-term incentive under this Plan.

                  PLAN means the United Dominion Long-term Performance Unit Plan
                  for Operating Unit Officers.

                  PERFORMANCE TARGETS means the Cycle performance targets
                  assigned to the relevant operating unit.

3.       ELIGIBILITY

         Participation in the Plan shall be limited to the operating unit
         officers or other key managers appointed by the applicable segment
         executive, with approval of the CEO and CHRC. Additions or deletions to
         the Plan during a Cycle 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 the segment for the
         Cycle. The final determination of the maximum aggregate payment under
         the Plan for a Cycle shall be made no later than ninety days after the
         commencement of the first year of the Plan Cycle.

5.       DETERMINATION OF TARGET AWARDS AND PERFORMANCE TARGETS

         a.) TARGET AWARDS - Each Participant shall be assigned a Target Award
         level by the segment executive, consistent with guidelines published by
         the Company's corporate Human Resources Department. All assignments are
         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 in
         effect as of the first day of the Plan Cycle:

                                  CATEGORY               TARGET
                                  --------               ------
                                     AA                   35%
                                      A                   30%
                                      B                   25%
                                      C                   20%
                                      D                   15%

         Each Participant shall be awarded performance units, with each unit
         having a target value of $100.00. The aggregate number of performance
         units awarded to a Plan Participant at the start of the Plan Cycle
         shall equal his or her respective Target Award. The value of those
         units at the end of the three-year Cycle shall be contingent on the
         applicable operating unit's satisfaction of the Performance Objectives
         established at the beginning of the three-year Cycle, as described
         below.



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         b.) PERFORMANCE TARGETS - The relevant operating unit shall be assigned
         Performance Targets at the beginning of the Plan Cycle, against which
         the unit's performance will be measured. The relevant segment executive
         will determine the Performance Target to be used, subject to the
         approval of the CEO and CHRC. Until revised pursuant to the Plan, the
         Performance Targets will be based upon predetermined Sales Growth and
         Return on Investment or ROI. The category definitions are:

         SALES GROWTH is the relevant Unit's three-year Compound Annual Growth
         Rate (CAGR), expressed as a percentage. For purposes of calculating the
         CAGR, the base year shall be the year immediately preceding the first
         year of the three-year Plan Cycle.

         ROI is the relevant unit's Average Return on Investment during the
         three-year Plan Cycle, derived by dividing the three-year Average Net
         Operating Profit by the 36-month Average Net Capital Employed for the
         unit.

         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.

         As soon as practicable after the beginning of the Plan Cycle, each
         Participant shall be notified of his unit's Performance Targets by the
         Company's corporate Human Resources Department.

6.     DETERMINATION OF INCENTIVE

         The incentive is derived by comparing the relevant unit's actual
         three-year Sales Growth and ROI accomplishment to the values in the
         Plan Matrix, a copy of which is attached hereto as Appendix A. 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
         intersecting cell value on the Sales Growth row and ROI column that
         most nearly matches the relevant unit's actual performance in both
         categories. If the actual performance values are equidistant between
         two cell values, 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
                    11%        90         100         110        120        130
         Sales      10%        80          90         100        110        120
         Growth      9%        65          75         85         95         105
                     8%        55          65         75         85          95
                              20.0%      22.5%       25.0%      27.5%      30.0%

                                      ROI



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         The relevant segment executive, subject to approval of 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 Plan Cycle, the Company's
         corporate Human Resources Department shall ensure that each Participant
         is notified of the amount of his or her incentive.

7.       TIME FOR PAYMENTS

         Plan incentives normally will be paid by the end of the second month
         following the completion of the three-year Plan Cycle. 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 relevant unit's Plan Cycle, 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:

                  (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;



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                  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 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



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                  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 PLAN CYCLE.

         In the event a Participant's base salary changes during the course of
         the Plan Cycle, the eligible salary for purpose of calculating any
         incentive due shall remain fixed at the level existing on the first day
         of the Plan Cycle. In the event a Participant changes positions or
         makes an inter-company transfer during the course of the Plan Cycle,
         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 Cycle, the Participant shall receive
         a prorated award reflecting the number of full months actually worked
         during the Plan Cycle, and the eligible base salary shall be the
         Participant's salary rate as of the first day of his/her participation
         in the Plan. Subject to paragraph 11, below, in the event a Participant
         terminates employment, other than through death, disability or
         retirement, during the Plan Cycle, no incentive is due.

11.      VESTING

         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



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         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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