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                                                                    EXHIBIT 10.1


                          ANNUAL MANAGEMENT INCENTIVE
                          COMPENSATION (MIC) PLAN FOR
                               CORPORATE OFFICERS

1. PURPOSE

     The purpose of the United Dominion Industries, Inc. (the "Company") Annual
Management Incentive Compensation Plan for Corporate Officers (the "Plan") is to
provide an opportunity for corporate officers to earn incentive compensation
based upon the performance of the corporation, including its divisions and
subsidiaries. In particular, this Plan is designed to (a) pay Participants
incentive compensation for meeting or exceeding various performance targets for
the fiscal year; (b) link corporate 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 the corporation achieves 100% of its
Plan targets for the fiscal year.

     CEO means the Chief Executive Officer of the Company.

     CHRC means the Compensation and Human Resources Committee of the UDIL Board
of Directors, which also handles compensation and human resources matters for
the Company.

     Company means United Dominion Industries, Inc., a Delaware corporation.

     Annual Incentive means the incentive 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.

     Participant means an employee of the Company eligible to receive an annual
incentive under this Plan.

     Plan means the United Dominion Industries, Inc. Annual Management Incentive
Compensation Plan for Corporate Officers.

     Performance Targets means the performance targets assigned to the corporate
unit.

     UDIL means United Dominion Industries Limited, a Canadian Corporation,
which is the ultimate parent company of the Company. The Company provides
management services for UDIL pursuant to a management agreement.

3. ELIGIBILITY

     Participation in the Plan shall be limited to corporate officers or other
key corporate managers appointed by the CEO, with the approval of the CHRC.
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 the corporate 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. In no event may any award payable pursuant to the Plan exceed 2.5 times
the Participant's eligible base salary, or $2.5 million, whichever is the lesser
amount.

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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. 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:

<TABLE>
<CAPTION>
CATEGORY                                                      TARGET
--------                                                      ------
<S>                                                           <C>
AA..........................................................    70%
A...........................................................    50%
BB..........................................................    45%
B...........................................................    40%
CC..........................................................    35%
C...........................................................    30%
DD..........................................................    25%
D...........................................................    20%
EE..........................................................    15%
E...........................................................    10%
</TABLE>

     (b) Performance Targets -- Performance Targets shall be assigned for the
Fiscal Year, against which the corporation's performance will be measured. The
CEO will determine the Performance Targets, subject to the approval of the CHRC.
Until revised pursuant to the Plan, the Performance Targets will be based upon
predetermined Sales Growth and Return on Equity (ROE) measures. The category
definitions are:

     Sales Growth is UDIL's Net Sales for the relevant Plan year compared to
UDIL's Net Sales for the prior Plan year, expressed as a percentage. The
percentage is derived from the following formula:

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

     ROE is UDIL's Return on Equity. The percentage is derived from the
following formula:

                                   Net Income
                            -----------------------
                               Ave. Common Equity

     Net Income is UDIL's Net Income as reported in UDIL's Annual Report and
Average Common Equity is UDIL's monthly Average Common Equity during the Plan
Year. The accounting definitions of Net Income and Average Common Equity shall
be as determined by the Company's corporate Accounting Department from
time-to-time.

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

6. DETERMINATION OF ANNUAL INCENTIVE

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

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by the value (expressed as a percentage) in the Point of Intersection. Below is
a sample of the Plan matrix:

<TABLE>
<CAPTION>

<S>                  <C>        <C>           <C>           <C>           <C>           <C>
                        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
                                    9.6%         10.8%         12.0%         13.2%         14.4%

                                                                ROE
</TABLE>

     The CEO, subject to approval of the CHRC, 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
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 UDIL ("Common Shares") at "Fair Market Value."
The "Fair Market Value" of a Common Share is the average of the daily high and
low board lot trading prices of a Common Share on The Toronto Stock Exchange on
the most recent trading 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 or UDIL, 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; 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.

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          (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: (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
     8(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
     from and after April 27, 1999 under the terms of the Plan at any time shall
     not exceed an aggregate of 50,000 Common Shares.

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 purposes of calculating any incentive due
shall be no greater than 130% of the Participant's base salary rate in effect as
of January 1 of said 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

     A Participant must be in the employ of the Company (or another of UDIL'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.

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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.

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