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                                  EXHIBIT 10.89

                      BROWN & SHARPE MANUFACTURING COMPANY

                     Supplemental Executive Retirement Plan
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                               (February 13, 1998)

         1.  Purpose and Nature of Plan. This Plan is intended to provide
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supplemental retirement benefits to certain key employees and former employees
of Brown & Sharpe Manufacturing Company (the "Company"). The Plan is not
intended to be a tax-qualified plan. Although the Company reserves the right to
establish a so-called grantor trust or another funding medium or investment
vehicle to provide for the payment of benefits hereunder, nothing in the Plan
will be construed to create a trust or to obligate the Company or any other
person to segregate a fund, purchase an insurance contract, or in any other way
currently to fund the future payment of any benefits hereunder, nor will
anything herein be construed to give any employee or any other person rights to
any specific assets of the Company or of any other person.

         2.  Meaning of Terms.  Except as may otherwise be clearly indicated by
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the context, for purposes of the Plan the following terms shall have the
following meanings:

                  . "Administrator" has the meaning given it in Section 3.

                  . "Board" means the Board of Directors of the Company.

                  . "Change in Control" means a change in control of the
         Company as defined in Exhibit A.

                  . "Code" means the Internal Revenue Code of 1986, as
         from time to time amended.

                  . "Committee" means the Compensation and Nominating
         Committee of the Board.

                  . "Company" means Brown & Sharpe Manufacturing Company
         and any successor to all or a major portion of its business or assets.

                  . "Eligible Employee" means an individual who (i) is employed
         by the Company or a subsidiary of the Company, (ii) is a U.S. citizen
         or resident, (iii) is individually designated (or is a member of a
         classification of persons designated) by the Committee as eligible to
         participate in the Plan, and (iv) satisfies the requirements of the
         following sentence. No person shall be eligible to participate in the
         Plan unless he or she (A) is the Chief Executive Officer of the
         Company, or (B) reports directly to the Chief Executive Officer of the
         Company, or (C) in the case of a division or group general manager,
         reports directly to an individual described in (B), or (D) reports
         directly to an individual described in (B) or (C).

                  . "ESOP" means the Brown & Sharpe Employee Stock Ownership
         Plan as from time to time in effect.

                  . "Investment Alternative" means any of the mutual funds or
         other market-based investments, including common stock of the Company,
         designated from time to time by the Committee as notional investment
         options for that portion of a Participant's Plan account attributable
         to credits under Section 5. The Committee may at any time and from time
         to time change the Investment Alternatives available under the Plan,
         including as to amounts already accrued or deferred hereunder.

                  . "Investment Date" means the date fixed by the Committee for
         initiating the use of Investment Alternatives to adjust the balances of
         Section 5 Accounts.
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                  . "Non-Directed Account" has the meaning given it in
         Section 7.

                  . "Nondiscretionary Fund" means, from and after the Investment
         Date, the investment fund or funds designated by the Committee as the
         measure of notional investment return for the Non-Directed Account. It
         is anticipated that upon and after the establishment of a "rabbi trust"
         or similar fund permissible under Section 1, the Nondiscretionary Fund
         shall consist of the investments of that portion of the assets of such
         trust or fund accumulated to help meet the Company's obligations
         hereunder with respect to the Non-Directed Account.

                  . "Plan" means the Brown & Sharpe Manufacturing Company
         Supplemental Executive Retirement Plan as set forth herein, together
         with any and all amendments hereto.

                  . "Participant" means an Eligible Employee who participates in
         deferrals under the Plan or for whom one or more accounts are
         maintained under the Plan.

                  . "Salary" has the same meaning as the term "Salary" under the
         Savings Plan, determined without regard to the limitations described in
         Section 401(a)(17) of the Code and any corresponding limitation
         language in the Savings Plan and without regard to any deferrals
         hereunder.

                  . "Savings Plan" means the Brown & Sharpe Savings and
         Retirement Plan for Management Employees as from time to time in
         effect.

                  . "Section 5 Account" has the meaning given it in Section 7.

                  . "Subject Rate" means, for any period prior to the Investment
         Date, the rate credited for that year with respect to amounts invested
         in the Guaranteed Interest Fund within the Savings Plan; provided, that
         if for any period the Guaranteed Interest Fund (or a comparable fund
         investing in guaranteed interest contracts) shall no longer be
         maintained within the Savings Plan, the Subject Rate shall be the prime
         rate as in effect at Rhode Island Hospital Trust National Bank; and
         further provided, that the Committee may at any time prior to the
         beginning of a year fix a Subject Rate for such year different than the
         rate determined in accordance with the foregoing.

         3. Administration. The Plan shall be administered by the Committee,
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which shall serve as "plan administrator" for purposes of ERISA, and by such
person or persons, if any, as the Committee may appoint to assist it in such
administration (the Committee and such persons being hereinafter referred to as
the "Administrator"). The Administrator shall have the discretionary authority
to construe the Plan, determine all questions relating to eligibility for or the
amount of benefits payable under the Plan, prescribe such forms and procedures
as it or they deem necessary or appropriate for the administration of the Plan,
and generally to determine all matters pertaining to the administration of the
Plan. The Committee's determination in any such matter shall be final and
binding on all parties.

         If any person claims any benefit hereunder, the Administrator shall
make and communicate its decision with respect to the claim within 90 days from
the date the claim was received. Where special circumstances require additional
time for processing the claim, the ninety-day response period may be extended by
the plan administrator to 180 days. If the Administrator does not render a
written determination prior to the expiration of such 90-day (or 180-day)
period, the claim will be deemed denied. If a claim hereunder is denied, the
claimant may, within 60 days of such denial, appeal the denial by written
request for review delivered to the Committee, which request may include a
request to review pertinent documents and to submit issues and comments in
writing. The Committee shall render a decision on the appeal within 60 days (or,
if special circumstances require an extension of the time for processing, 120
days) after receipt of the request for review; but if no written decision is
rendered within such period(s), the appeal will be deemed denied.
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         4. Participation. Each Eligible Employee shall be notified of his or
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her eligibility to participate in the Plan as soon as practicable after
designation by the Committee. In order to elect deferrals under the Plan, a
Participant must enter into an agreement with the Company, in such form as the
Administrator shall approve or prescribe, providing for deferral of future
Salary in accordance with the rules set forth in Section 5 below. Any
Participant with amounts deferred under the Plan (or his or her surviving
beneficiary, in the event of the Participant's death), shall remain a
Participant until all amounts credited to his or her account have been paid out,
or until the termination of the Plan if earlier.

         5. Deferral Elections. For any year commencing on or after January 1,
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1988 a Participant may elect to defer any number of whole percentage points
between 1 and 50 (or such other percentage limit, if any, as the Administrator
may specify for such year) of his or her Salary payable in such year (including
bonuses that may be attributable in part to services in prior periods). The
Participant may also elect that, in the event the aggregate of elective
contributions to the Savings Plan for his or her benefit for such year are
prospectively reduced by the plan administrator under the Savings Plan on
account of the nondiscrimination requirements of section 401(k) of the Code or
the limitations of sections 402(g) or 415 of the Code (including the
corresponding provisions of the Savings Plan), an amount equal to such reduction
shall be automatically deferred hereunder rather than paid currently to the
Participant. Each election hereunder shall be made in writing prior to the
commencement of the year of reference and shall be effective beginning with the
first pay period in such year, except that a person who becomes an Eligible
Employee prior to December 1 of a given year may elect to participate hereunder
for the remainder of such year by submitting a properly executed election within
thirty (30) days of becoming eligible to participate, such election to take
effect with the first pay period following the receipt of such election by the
Company. An election once made hereunder shall continue in force from year to
year unless revoked or altered as to Salary to be earned in a subsequent year.

         6. Additional Credits.  For each year in which an Eligible Employee
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is a participant in either the Savings Plan or the ESOP, or both, there shall be
credited to the Eligible Employee's account hereunder an amount equal to the
excess, if any, of (a) over (b), where

            (a) is the aggregate for such year of all Company contributions,
     other than elective contributions under the Savings Plan but including
     allocations from the ESOP supplemental suspense account (such ESOP
     allocations to be valued for purposes of this paragraph in the same manner
     as for purposes of determining "annual additions" under paragraph (b)
     below), that would have been allocated to the Eligible Employee's accounts
     under the Savings Plan or the ESOP but for the limitations of section 415
     or section 401(a)(17) of the Code and the corresponding limitation language
     of those plans, and

            (b) is the aggregate of the "annual additions" (as defined in
     section 415(c) of the Code) actually made to or allocated under the Savings
     Plan and the ESOP for such year for the benefit of the Eligible Employee,
     other than elective contributions for his or her benefit for such year
     under the Savings Plan.

         7. Accounts. For each Participant there shall be maintained hereunder
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memorandum accounts to which shall be credited amounts deferred under Section 5
and any other credits made under the Plan (including credits, if any, under
Section 6). Amounts deferred under Section 5 shall be allocated to accounts as
of the end of the calendar quarter in which the corresponding Salary, if paid in
cash, would have been paid. Amounts credited under Section 6 or Section 9 shall
be allocated as of the end of the year or at such other time or times as the
Administrator may determine. From and after the Investment Date there shall be
separate accounting for amounts described in Section 5 and related notional
investment experience (the "Section 5 Account") and other balances under the
Plan (the "Non-Directed Account").

         Effective as of the Investment Date, each Participant's Section 5
Account, if any, adjusted for interest at the Subject Rate through the
immediately preceding day, shall be treated (solely for purposes of the Plan) as
having been invested in such Investment Alternative or Investment Alternatives
as the Participant shall have selected from among those made available under the
Plan, or in the absence of
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such a Participant selection in such Investment Alternative or Alternatives as
the Administrator may determine. Each Participant with a Section 5 Account shall
be entitled thereafter, by written notice to the Company, to reallocate the
notional investment of such Account (as the same may be adjusted for additional
credits, distributions, or notional investment experience under this paragraph)
among the Investment Alternative or Alternatives made available under the Plan,
any such change to take effect as of the beginning of the calendar quarter
(i.e., January 1, April 1, July 1 or October 1) next following receipt by the
Company of such change notice. All Participant selections of or changes in
notional investments under this paragraph shall be made by written notice
delivered to the Company. The Administrator may prescribe such additional rules
and procedures for the notional investment of Section 5 Accounts as it deems
advisable.

         As of the end of each calendar quarter (i.e., March 31, June 30,
September 30 and December 31) and as of the Investment Date there shall be
allocated to each Non-Directed Account notional interest at an annual rate equal
to the Subject Rate. Thereafter, each Non-Directed Account shall be adjusted for
notional investment experience as though invested (as of the Investment Date) in
the Nondiscretionary Fund.

         A Participant's account or accounts shall continue to be maintained and
adjusted for notional interest or other notional investment experience until
distributed in full.

         8. Distribution. Subject to such restrictions and limitations as the
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Administrator may impose, benefits under the Plan shall be distributed as
follows. In connection with his or her initial participation in the Plan (or by
March 31, 1998, if later), each Participant shall elect, in such manner and form
as the Administrator may determine and separately as to the Participant's
Section 5 Account and vested Non-Directed Account under the Plan, how such
Accounts (as the same may accumulate and be adjusted in the future) shall be
paid from among the following options:

            (a) A lump sum payment within 20 days of termination of
     employment.

            (b) Three annual installments, the first such installment (equal
     to one-third of the Participant's vested Account) being paid within 20 days
     of termination of employment, the second installment (equal to one-half of
     the vested Account remaining after the first installment, as adjusted for
     notional investment experience) being paid on the first anniversary of the
     termination of employment, and the third and final installment (equal to
     the entirety of the vested Account remaining after the first and second
     installments, as adjusted for notional investment experience) being paid on
     the second anniversary of the termination of employment.

            (c) A single life annuity, payable monthly for the Participant's
     life commencing with the first day of the month coinciding with or next
     following the Participant's termination of employment and ending with the
     month of the Participant's death, that is the actuarial equivalent of the
     Participant's vested Account hereunder at termination of employment
     determined by the Administrator using the actuarial assumptions set forth
     in Exhibit B.

            (d) A 50% joint and survivor annuity (that is actuarially
     equivalent to the Participant's vested Account hereunder at termination of
     employment determined by the Administrator using the actuarial assumptions
     set forth in Exhibit B) providing monthly payments to the Participant
     commencing with the first day of the month coinciding with or next
     following the Participant's termination of employment, with 50% of such
     monthly amount being paid thereafter to the person to whom the Participant
     was married at the date annuity payments to the Participant commenced or to
     such other person as the Participant may designate with the consent of the
     Administrator (the "contingent annuitant"), provided the contingent
     annuitant survives the Eligible Employee, with the last such payment being
     made for the month in which the contingent annuitant dies.

         A Participant who has made an initial election as described above may
change such election by delivering a notice of such change, in such form and
manner as the Administrator may determine, to the Administrator not later than
December 31 of the second calendar year preceding the calendar year in
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which termination of employment occurs. Any change in form of payment with
respect to a Participant's Section 5 Account or vested Non-Directed Account, as
the case may be, upon becoming effective shall apply to the entirety of such
Account, including future accumulations, if any, unless later changed again in
accordance with this Section. If a Participant's employment terminates prior to
January 1 of the second year following the year in which he or she has made a
change in election described above, his or her vested Accounts, if any, shall be
distributed in accordance with the most recent distribution elections applicable
to such Accounts. In the absence of an effective election with respect to a
Participant's Section 5 Account or vested Non-Directed Account, as the case may
be, the entirety of such vested Account, if any, shall be distributed in
accordance with the election, if any, in effect with respect to the remainder of
the Participant's vested interest in the Plan, and in the absence of any such
election in three annual installments as described at (b) above. Notwithstanding
the foregoing, the distribution alternatives described at (c) and (d) above
shall not be available with respect to any Account if the totality of the
Participant's vested Accounts at termination of employment have a balance of
$50,000 or less. In the event any Participant has made an otherwise effective
election to have his or her Section 5 Account or vested Non-Directed Account
distributed under an alternative described at (c) or (d) above, but the totality
of the Participant's vested Accounts at termination of employment have a balance
of $50,000 or less, distribution shall be made in three annual installments as
described at (b) above. If a Participant effectively elects the form of
distribution described in (b) above and dies or becomes disabled (as determined
by the Administrator) during the installment distribution period, the
Administrator may provide for immediate payment of the remaining balance in the
Participant's Account.

         Notwithstanding the foregoing, the Company prior to a Change in Control
may defer distributions hereunder (but not beyond a Change in Control) to the
extent it determines that the distributable amount, if not deferred, would
(together with other compensation paid to the Eligible Employee) result in
amounts that are not deductible to the Company by reason of Section 162(m) of
the Code. Any distributable amount deferred under the preceding sentence shall
continue to earn notional interest at the Subject Rate pursuant to Section 7
above until actually paid.

         9. Additional Accounts. In addition to credits under Section 5 or
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Section 6 above, the Committee in its sole discretion may provide for
discretionary credits hereunder with respect to any employee or former employee
of the Company who is designated by the Committee, whether or not such employee
is otherwise designated an Eligible Employee with rights of participation under
the Plan. Any credits under this Section 9 shall be allocated to the
Participant's Non-Directed Account and, if there are other amounts allocated to
such Account, shall be separately accounted for as a sub-account of such
Account. The Committee may impose such vesting rules as it may determine on an
individual's right to receive a distribution in respect of any amounts described
in this Section. Subject to such vesting rules, the balance of any account
maintained under this Section 9 shall be distributed at such time or times and
in such manner as the Committee shall determine, subject, however, to the
provisions of Section 15 below.

         10. Death. In the event a Participant hereunder should die prior to
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complete distribution of his or her accounts, the remaining balance of such
accounts shall be distributed as soon as practicable thereafter in a lump-sum
payment to the Participant's designated beneficiary or beneficiaries. A
Participant may at any time specify or add a beneficiary, or revoke an existing
beneficiary designation, by notice in writing delivered to the Secretary of the
Company. If the Participant dies without a beneficiary designation in effect,
the death benefit payable hereunder shall be paid to the Participant's estate.

         11.  No Assignment.  No Participant and no beneficiary of a Participant
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shall have any right to assign or otherwise alienate the right to receive
payments hereunder, in whole or in part.

         12. Taxes. All distributions from the Plan shall be subject to, and
             -----
reduced by, applicable tax withholding. To the extent amounts deferred under the
Plan are determined by the Company to be subject to FICA or Medicare tax at time
of deferral or at any later time prior to distribution, the Company in its
discretion may withhold the required taxes from other amounts payable to the
Eligible Employee or may require the Eligible Employee to pay the required taxes
by separate check; but if the required taxes
<PAGE>

are not so paid or withheld, the Eligible Employee's account balance hereunder
shall be appropriately reduced.


         13. Amendment; Termination. The Committee or the Board may terminate
             ----------------------
and the Board may at any time and from time to time amend the Plan; provided,
that no such amendment to the definition of "Change in Control" shall be
effective as to any Participant without his or her consent; further provided,
that no amendment or termination following a Change in Control shall affect the
rights of Participants to an immediate payment of amounts deferred or credited
under the Plan prior to the Change in Control; and further provided, that
accounts maintained under the Plan shall continue to be adjusted for notional
interest or other notional earnings until distributed in full. If the Committee
in its sole discretion should at any time deem it necessary to preserve the
qualification of the plan under Title I of the Employee Retirement Income
Security Act of 1974, as amended, as a plan maintained primarily for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees, it may terminate the Plan solely as to those Participants
whose continued participation in the Plan would or, in the determination of the
Committee, might cause the Plan to fail to be so qualified. Upon termination of
the Plan as to any individual, no further deferrals or credit under Section 5 or
6 shall be made in respect of such individual, and the Committee in its sole
discretion may elect to accelerate the payment of any or all of such
individual's remaining benefits under the Plan.

         14. No Employment Rights. Nothing in this Plan shall be construed as
             --------------------
giving any person rights to be employed or remain employed by the Company or to
receive any remuneration from the Company, except payment of deferrals and
credits as described above. Nothing in this Plan shall be construed as
obligating the Company in any way to maintain either the Savings Plan or the
ESOP. By participating in the Plan, each Eligible Employee affirms and
acknowledges the Company's absolute right, subject only to the limitations of
law, to make such changes in the Saving Plan and the ESOP as the Company may
from time to time see fit, or to terminate one or both of those plans if it so
chooses.

         15. Acceleration Upon Change in Control. In the event of a Change in
             -----------------------------------
Control, all amounts theretofore deferred or credited under the Plan shall
become immediately due and payable and shall be distributed in a lump sum not
later than by the 60th day following the Change in Control.

         16.  Governing law.  The Plan shall be construed under the laws of the
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State of Delaware.
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                                    Exhibit A

                                Change in Control
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A "Change in Control" shall be deemed to have occurred if:

         (a) any "person" as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act") (other than (i)
the Company; (ii) any subsidiary of the Company; (iii) any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or of
any subsidiary of the Company; or (iv) any company owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of Stock of the Company), is or becomes the
"beneficial owner" (as defined in Section 13(d) of the 1934 Act), together with
all Affiliates and Associates (as such terms are used in Rule 12b-2 of the
General Rules and Regulations under the 1934 Act) of such person, directly or
indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities; or

         (b) the shareholders of the Company approve a merger or consolidation
of the Company with any other company, other than (i) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, at least 65% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or (ii) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no "person" (with the exception given and the
method of determining 'beneficial ownership' used in clause (a) of this
definition) acquires more than 30% of the combined voting power of the Company's
then outstanding securities; or

         (c) during any period of two consecutive years (not including any
period prior to the execution of the Plan), individuals who, at the beginning of
such period, constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in clause (a), (b), or (d) of this definition)
whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved
cease for any reason to constitute at least a majority thereof; or

         (d) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
<PAGE>

                                    Exhibit B

                              Actuarial Assumptions
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Interest rate:   7.5%


Mortality:       1983 Group Annuity Mortality Table (male rates)