<PAGE>
 
                                 EXHIBIT 10.78

                              INDEMNITY AGREEMENT
                              -------------------

         THIS AGREEMENT, made and entered into on and as of this 19th day of
     August,  1996, (the "Agreement"), is by and between Brown & Sharpe
     Manufacturing Company, a Delaware corporation, (the "Company," which term
     shall include any one or more of its subsidiaries where appropriate), and
     James W. Cooper (the "Indemnitee"):

                                    RECITALS

          WHEREAS, highly competent persons are becoming more reluctant to serve
     publicly-held corporations as directors or in other capacities unless they
     are provided with adequate protection through insurance or adequate
     indemnification against inordinate risks of claims and actions against them
     arising out of their service to and activities on behalf of the
     corporation; and,

          WHEREAS, the current impracticability of obtaining adequate insurance
     and the uncertainties relating to indemnification have increased the
     difficulty of attracting and retaining such persons; and,

          WHEREAS, the Board of Directors of the Company (the "Board") has
     determined that the difficulty in attracting and retaining such persons is
     detrimental to the best interests of the Company's shareholders and that
     the Company should act to assure such persons that there will be increased
     certainty of such protection in the future; and,

          WHEREAS, it is reasonable, prudent and necessary for the Company
     contractually to obligate itself to indemnify such persons to the fullest
     extent permitted by applicable law so that they will serve or continue to
     serve the Company free from undue concern that they will not be so
     indemnified; and,

          WHEREAS, Indemnitee is willing to serve, continue to serve and/or to
     take on additional service for or on behalf of the Company on the condition
     that he be so indemnified;

          NOW, THEREFORE, in consideration of the premises and the covenants
     contained herein, the Company and Indemnitee do hereby covenant and agree
     as follows:

          1.  Services by Indemnitee.  Indemnitee agrees to serve or continue to
              ----------------------                                            
     serve as an officer of the Company.  This Agreement shall not impose any
     obligation on the Indemnitee or the Company to continue the Indemnitee's
     position with the Company beyond any period otherwise applicable.

          2.  General.  The Company shall indemnify and shall advance Expenses
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     (as herein after defined) to Indemnitee as provided in this Agreement and
     to the fullest extent permitted by law.

          3.  Proceedings Other Than Proceedings by or in the Right of the
              ------------------------------------------------------------
     Company.  Indemnitee shall be entitled to the rights of indemnification
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     provided in this Section 3 if, by reason of his Corporate Status, (as
     hereinafter defined), he is, or is threatened to be made, a party to any
     threatened, pending, or completed Proceeding (as hereinafter defined),
     other than a Proceeding by or in the right of the Company.  Pursuant to
     this Section 3, Indemnitee shall be indemnified against expenses,
     judgments, penalties, fines and amounts paid in settlement actually and
     reasonably incurred by him or on his behalf in connection with such
     Proceeding or any claim, issue or matter therein, if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed to the best
     interests of the Company, and, with respect to any criminal Proceeding,
     had no reasonable cause to believe his conduct was unlawful.

          4.  Proceedings by or in the Right of the Company.  Indemnitee shall
              ---------------------------------------------                   
     be entitled to the rights of indemnification provided in this Section 4,
     if, by reason of his Corporate Status, he is, or is threatened to be made,
     a party to any threatened, pending or completed Proceeding brought by or in
     the right of the Company to procure a judgment in its favor.  Pursuant to
     this Section, Indemnitee shall be indemnified against Expenses actually and
     reasonably incurred by him or on his behalf in connection with such
     
<PAGE>
 
     Proceeding if he acted in good faith and in a manner he reasonably believed
     to be in or not opposed to the best interests of the Company.
     Notwithstanding the foregoing, no indemnification against such Expenses
     shall be made in respect of any claim, issue or matter as to which
     Indemnitee shall have been adjudged to be liable to the Company if such
     indemnification is not permitted by Delaware law; provided, however, that
     indemnification against Expenses shall nevertheless be made by the Company
     in such event to the extent that the Court of Chancery of the State of
     Delaware, or the court in which such Proceeding shall have been brought or
     is pending, shall determine.

          5.  Indemnification for Expenses of a Party who is Wholly or Partly
              ---------------------------------------------------------------
     Successful.  Notwithstanding any other provision of this Agreement, to the
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     extent that Indemnitee is, by reason of his Corporate Status, a party to
     and is successful, on the merits or otherwise, in any Proceeding, he shall
     be indemnified against all Expenses actually and reasonably incurred by him
     or on his behalf in connection therewith.  If Indemnitee is not wholly suc-
     cessful in such Proceeding but is successful, on the merits or otherwise,
     as to one or more but less than all claims, issues or matters in such
     Proceeding, the Company shall indemnify Indemnitee against all Expenses
     actually and reasonably incurred by him or on his behalf in connection with
     each successfully resolved claim, issue or matter.  For purposes of this
     Section and without limitation, the termination of any claim, issue or
     matter in such a Proceeding by dismissal or withdrawal, with or without
     prejudice, shall be deemed to be a successful result as to such claim,
     issue or matter.

          6.  Advance of Expenses.  The Company shall advance all reasonable
              -------------------                                           
     Expenses incurred by or on behalf of Indemnitee in connection with any
     Proceeding within twenty days after the receipt by the Company of a
     statement or statements from Indemnitee requesting such advance or advances
     from time to time, whether prior to or after final disposition of such
     Proceeding.  Such statement or statements shall reasonably evidence the
     Expenses incurred by Indemnitee and shall include or be preceded or
     accompanied by an undertaking by or on behalf of Indemnitee to repay any
     Expenses advanced if it shall ultimately be determined that Indemnitee is
     not entitled to be indemnified against such Expenses.

          7.  Procedure for Determination of Entitlement to Indemnification.
              ------------------------------------------------------------- 

          (a)  To obtain indemnification under this Agreement, Indemnitee shall
     submit to the Company a written request, including therein or therewith
     such documentation and information as is reasonably available to
     Indemnitee and is reasonably necessary to determine whether and to what
     extent Indemnitee is entitled to indemnification.  The Secretary of the
     Company shall, promptly upon receipt of such a request for indemnification,
     advise the Board of Directors in writing that Indemnitee has requested
     indemnification.

          (b)  Upon written request by Indemnitee for indemnification pursuant
     to Section 7(a) hereof, a determination, if required by applicable law,
     with respect to Indemnitee's entitlement thereto shall be made in the
     specific case: (i) if a Change in Control (as hereinafter defined) shall
     have occurred, by Independent Counsel (as hereinafter defined) in a written
     opinion to the Board of Directors, a copy of which shall be delivered to
     Indemnitee (unless Indemnitee shall request that such determination be
     made by the Board of Directors or the shareholders, in which case the
     determination shall be made in the manner provided below in clauses (ii) or
     (iii); (ii) if a Change of Control shall not have occurred, (A) by the
     Board of Directors by a majority vote of a quorum consisting of
     Disinterested Directors (as hereinafter defined), or (B) if a quorum of the
     Board of Directors consisting of Disinterested Directors is not obtainable
     or, even if obtainable, such quorum of Disinterested Directors so directs,
     by Independent Counsel in a written opinion to the Board of Directors, a
     copy of which shall be delivered to Indemnitee or (C) by the shareholders
     of the Company; or (iii) as provided in Section 8(b) of this Agreement;
     and, if it is so determined that Indemnitee is entitled to
     indemnification, payment to Indemnitee shall be made within ten (10) days
     after such determination.  Indemnitee shall cooperate with the person,
     persons or entity making such determination with respect to Indemnitee's
     entitlement to indemnification, including providing to such person, persons
     or entity upon reasonable advance request any documentation or information
     which is not privileged or otherwise protected from disclosure and which is
     reasonably available to Indemnitee and reasonably necessary to such
     determination.  Any costs of expenses (including attorneys' fees and
     disbursements) incurred by Indemnitee in so cooperating shall be borne by
<PAGE>
 
     the Company (irrespective of the determination), and the Company hereby
     indemnifies and agrees to hold Indemnitee harmless therefrom.

          (c)  In the event the determination of entitlement to indemnification
     is to be made by Independent Counsel pursuant to Section 7(b) of this
     Agreement, the Independent Counsel shall be selected as provided in this
     Section 7(c). If a Change of Control shall not have occurred, the
     Independent Counsel shall be selected by the Board of Directors, and the
     Company shall give written notice to Indemnitee advising him of the
     identity of the Independent Counsel so selected. If a Change of Control
     shall have occurred, the Independent Counsel shall be selected by
     Indemnitee (unless Indemnitee shall request that such selection be made by
     the Board of Directors, in which event the preceding sentence shall apply),
     and Indemnitee shall give written notice to the Company advising it of the
     identity of the Independent Counsel so selected. In either event,
     Indemnitee or the Company, as the case may be, may within 7 days after such
     written notice of selection shall have been given, deliver to the Company
     or to Indemnitee, as the case may be, a written objection to such
     selection. Such objection may be asserted only on the ground that the
     Independent Counsel so selected does not meet the requirements of
     "Independent Counsel" as defined in Section 13 of this Agreement, and the
     objection shall set forth with particularity the factual basis of such
     assertion. If such written objection is made, the Independent Counsel so
     selected may not serve as Independent Counsel unless and until a court has
     determined that such objection is without merit. If, within 20 days after
     submission by Indemnitee of a written request for indemnification pursuant
     to Section 7(a) hereof, no Independent Counsel shall have been selected or
     if selected, shall have been objected to, in accordance with this Section
     7(c), either the Company or Indemnitee may petition the Court of Chancery
     of the State of Delaware or other court of competent jurisdiction for
     resolution of any objection which shall have been made by the Company or
     Indemnitee to the other's selection of Independent Counsel and/or for the
     appointment as Independent Counsel of a person selected by the Court or by
     such other person as the Court shall designate, and the person with respect
     to whom an objection is favorably resolved or the person so appointed shall
     act as Independent Counsel under Section 7(b) hereof. The Company shall pay
     any and all reasonable fees and expenses of Independent Counsel incurred by
     such Independent Counsel in connection with acting pursuant to Section 7(b)
     hereof, and the Company shall pay all reasonable fees and expenses incident
     to the procedures of this Section 7(c), regardless of the manner in which
     such Independent Counsel was selected or appointed. Upon the due
     commencement of any judicial proceeding or arbitration pursuant to Section
     9(a)(iii) of this Agreement, Independent Counsel shall be discharged and
     relieved of any further responsibility in such capacity (subject to the
     applicable standards of professional conduct then prevailing).

          8.  Presumptions and Effect of Certain Proceedings.
              ---------------------------------------------- 

          (a)  If a Change of Control shall have occurred in making a
     determination with respect to entitlement to indemnification hereunder, the
     person, persons or entity making such determination shall presume that
     Indemnitee is entitled to indemnification under this Agreement if
     Indemnitee has submitted a request for indemnification in accordance with
     Section 7(a) of this Agreement, and the Company shall have the burden of
     proof to overcome that presumption in connection with the making by any
     person, persons or entity of any determination contrary to that
     presumption.

          (b)  If the person, persons or entity empowered or selected under
     Section 7 of this Agreement to determine whether Indemnitee is entitled to
     indemnification shall not have made such determination within 60 days after
     receipt by the Company of the request therefor, the requisite determination
     of entitlement to indemnification shall be deemed to have been made, and
     Indemnitee shall be entitled to such indemnification, absent (i) a
     misstatement by Indemnitee of a material fact, or an omission of a material
     fact necessary to make Indemnitee's statement not materially misleading, in
     connection with the request for indemnification, or (ii) a prohibition of
     such indemnification under applicable law; provided, however, that such 60-
     day period may be extended for a reasonable time, not to exceed an
     additional 30 days, if the person, persons or entity making the
     determination with respect to entitlement to indemnification in good faith
     requires such additional time for the obtaining or evaluating of
     documentation and/or information relating thereto; and provided, further,
     that the foregoing provisions of this Section 8(b) shall not apply (i) if
     the determination of entitlement to indemnification is to be made by 
<PAGE>
 
     the shareholders pursuant to Section 7(b) of this Agreement and if (A)
     within 15 days after receipt by the Company of the request for such
     determination the Board of Directors has resolved to submit such
     determination to the shareholders for their consideration at an annual
     meeting thereof to be held within 75 days after such receipt and such
     determination is made thereat, (B) a special meeting of shareholders is
     called within 15 days after such receipt for the purpose of making such
     determination, such meeting is held for such purpose within 60 days after
     having been so called and such determination is made thereat, or (ii) if
     the determination of entitlement to indemnification is to be made by
     Independent Counsel pursuant to Section 7(b) of this Agreement.

          (c)  The termination of any Proceeding or of any claim, issue or
     matter therein by judgment, order, settlement or conviction, or upon a plea
     of nolo contendere or its equivalent, shall not (except as otherwise
        ---- ----------                                                  
     expressly provided in this Agreement) of itself adversely affect the right
     of Indemnitee to indemnification or create a presumption that Indemnitee
     did not act in good faith and in a manner which he reasonably believed to
     be in or not opposed to the best interests of the Company or, with respect
     to any criminal Proceeding, that Indemnitee had reasonable cause to
     believe that his conduct was unlawful.

          9.  Remedies of Indemnitee.
              ---------------------- 

          (a)  In the event that (i) a determination is made pursuant to Section
     7 of this Agreement that Indemnitee is not entitled to indemnification
     under this Agreement, (ii) advancement of Expenses is not timely made
     pursuant to Section 6 of this Agreement, (iii) the determination of
     entitlement to indemnification is to be made by Independent Counsel
     pursuant to Section 7(b) of this Agreement and such determination shall not
     have been made and delivered in a written opinion within 90 days after
     receipt by the Company of the request for indemnification, (iv) payment of
     indemnification is not made pursuant to Section 5 of this Agreement within
     ten (10) days after receipt by the Company of a written request therefor,
     or (v) payment of indemnification is not made within ten (10) days after a
     determination has been made that Indemnitee is entitled to indemnification
     or such determination is deemed to have been made pursuant to Section 8 of
     this Agreement, Indemnitee shall be entitled to an adjudication in an
     appropriate court of the State of Delaware, or in any other court of
     competent jurisdiction, of his entitlement to such indemnification or
     advancement of Expenses.  Alternatively, Indemnitee, at his option, may
     seek an award in arbitration to be conducted by a single arbitrator
     pursuant to the rules of the American Arbitration Association.  Indemnitee
     shall commence such proceeding seeking an adjudication or an award in
     arbitration within 180 days following the date on which Indemnitee first
     has the right to commence such proceeding pursuant to this Section 9(a).
     The Company shall not oppose Indemnitee's right to seek any such
     adjudication or award in arbitration.

          (b)  In the event that a determination shall have been made pursuant
     to Section 7 of this Agreement that Indemnitee is not entitled to
     indemnification, any judicial proceeding or arbitration commenced pursuant
     to this Section 9 shall be conducted in all respects as a de novo trial, or
                                                               -- ----          
     arbitration, on the merits and Indemnitee shall not be prejudiced by reason
     of that adverse determination.  If a Change of Control shall have occurred
     in any judicial proceeding or arbitration commenced pursuant to this
     Section 9, the Company shall have the burden of proving that Indemnitee is
     not entitled to indemnification or advancement of Expenses, as the case may
     be.

          (c)  If a determination shall have been made or deemed to have been
     made pursuant to Section 7 or 8 of this Agreement that Indemnitee is
     entitled to indemnification, the Company shall be bound by such
     determination in any judicial proceeding or arbitration commenced pursuant
     to this Section 9, absent (i) a misstatement by Indemnitee of a material
     fact, or an omission of a material fact necessary to make Indemnitee's
     statement not materially misleading, in connection with the request for
     indemnification, or (ii) a prohibition of such indemnification under
     applicable law.

          (d)  The Company shall be precluded from asserting in any judicial
     proceedings or arbitration commenced pursuant to this Section 9 that the
     procedures and presumptions of this Agreement are not valid, binding and
     enforceable and shall stipulate in any such court or before any such
     arbitrator that the Company is bound by all the provisions of this
     Agreement.
<PAGE>
 
          (e)  In the event that Indemnitee, pursuant to this Section 9, seeks a
     judicial adjudication of or an award in arbitration to enforce his rights
     under, or to recover damages for breach of, this Agreement, Indemnitee
     shall be entitled to recover from the Company, and shall be indemnified by
     the Company against, any and all expenses (of the types described in the
     definition of Expenses in Section 13 of this Agreement) actually and
     reasonably incurred by him in such judicial adjudication or arbitration,
     but only if he prevails therein.  If it shall be determined in said
     judicial adjudication or arbitration that Indemnitee is entitled to receive
     part but not all of the indemnification or advancement of expenses sought,
     the expenses incurred by Indemnitee in connection with such judicial
     adjudication or arbitration shall be appropriately prorated.

          10.  Security.  To the extent requested by the Indemnitee and approved
               --------                                                         
     by the Board, the Company may at any time and from time to time provide
     security to the Indemnitee for the Company's obligations hereunder through
     an irrevocable bank line of credit, funded trust, or other collateral.  Any
     such security, once provided to the Indemnitee, may not be revoked or
     released without the prior written consent of Indemnitee.

          11.  Non-Exclusivity; Duration of Agreement, Insurance; Subrogation.
               -------------------------------------------------------------- 

          (a)  The rights of indemnification and to receive advancement of
     Expenses as provided by this Agreement shall not be deemed exclusive of any
     other rights to which Indemnitee may at any time be entitled under
     applicable law, the Company's certificate of incorporation or by-laws, any
     other agreement, a vote of shareholders or a resolution of directors, or
     otherwise.  This Agreement shall continue until and terminate upon the
     later of: (a) 10 years after the date that Indemnitee  shall have ceased to
     serve as a director or officer of the Company or fiduciary of any other
     corporation, partnership, joint venture, trust, employee benefit plan or
     other enterprise on which Indemnitee served at the request of the Company;
     or (b) the final termination of all pending Proceedings in respect of which
     Indemnitee is granted rights of indemnification or advancement of expenses
     hereunder and of any proceeding commenced by Indemnitee pursuant to Section
     9 of this Agreement relating thereto.  This Agreement shall be binding upon
     the Company and its successors and assigns and shall inure to the benefit
     of Indemnitee and his heirs, executors and administrators.

          (b)  To the extent that the Company maintains an insurance policy or
     policies providing liability insurance for directors and officers of the
     Company or fiduciaries of any other corporation, partnership, joint
     venture, trust, employee benefit plan or other enterprise which such person
     serves at the request of the Company, Indemnitee shall be covered by such
     policy or policies in accordance with its or their terms to the maximum
     extent of the coverage available for any such director or officer under
     such policy or policies.

          (c)  In the event of any payment under this Agreement, the Company
     shall be subrogated to the extent of such payment to all of the rights of
     recovery of Indemnitee who shall execute all papers required and take all
     action necessary to secure such rights including execution of such
     documents as are necessary to enable the Company to bring suit to enforce
     such rights.

          (d)  The Company shall not be liable under this Agreement to make any
     payment of amounts otherwise indemnifiable hereunder if and to the extent
     that Indemnitee has otherwise actually received such payment under any
     insurance policy, contract, agreement or otherwise.

          12.  Severability.  If any provision or provisions of this Agreement
               ------------                                                   
     shall be held to be invalid, illegal or unenforceable for any reason
     whatsoever: (a) the validity, legality and enforceability of the remaining
     provisions of this Agreement (including, without limitation, each portion
     of any Section of this Agreement containing any such provision held to be
     invalid, illegal or unenforceable, that is not itself invalid, illegal or
     unenforceable) shall not in any way be affected or impaired thereby; and
     (b) to the fullest extent possible, the provisions of this Agreement
     (including, without limitation, each portion of any Section of this
     Agreement containing any such provision held to be invalid, illegal or
     unenforceable, that is not itself invalid, illegal or unenforceable) shall
     be construed so as to give effect to the intent manifested by the provision
     held invalid, illegal or unenforceable.
<PAGE>
 
          13.  Exception to Right of Indemnification or Advancement of Expenses.
               ----------------------------------------------------------------
     Notwithstanding any other provision of this Agreement, Indemnitee shall
     not be entitled to indemnification or advancement of Expenses under this
     Agreement with respect to any Proceeding, or any claim therein, brought or
     made by him against the Company.

          14.  Definitions.  For purposes of this Agreement:
               -----------                                  

          (a)  "Change in Control" means a change in control of the Company of a
     nature that would be required to be reported in response to Item 5(f) of
     Schedule 14A of Regulation 14A (or in response to any similar item on any
     similar schedule or form) promulgated under the Securities Exchange Act of
     1934 (the "Act"), whether or not the Company is then subject to such
     reporting requirement; provided, however, that, without limitation, such a
     Change in Control shall be deemed to have occurred if (i) any "person" (as
     such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the
     "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or
     indirectly, of securities of the Company representing 20% or more of the
     combined voting power of the Company's then outstanding securities without
     the prior approval of at least two-thirds of the members of the Board of
     Directors in office immediately prior to such person attaining such
     percentage interest; (ii) the Company is a party to a merger,
     consolidation, sale of assets or other reorganization, or a proxy contest,
     as a consequence of which members of the Board of Directors in office
     immediately prior to such transaction or event constitute less than a
     majority of the Board of Directors thereafter; or (iii) during any period
     of two consecutive years, individuals who at the beginning of such period
     constituted the Board of Directors (including for this purpose any new
     director whose election or nomination for election by the Company's
     shareholders was approved by a vote of at least two-thirds of the directors
     then still in office who were directors at the beginning of such period)
     cease for any reason to constitute at least a majority of the Board of
     Directors.

          (b)  "Corporate Status" describes the status of a person who is or was
     or has agreed to become a director of the Company, or is or was an officer
     or fiduciary of the Company or of any other corporation, partnership, joint
     venture, trust, employee benefit plan or other enterprise which such person
     is or was serving at the request of the Company.

          (c)  "Disinterested Directors" means a director of the Company who is
     not and was not a party to the Proceeding in respect of which
     indemnification is sought by Indemnitee.

          (d)  "Expenses" shall include all reasonable attorneys' fees,
     retainers, court costs, transcript costs, fees of experts, travel expenses,
     duplicating costs, printing and binding costs, telephone charges, postage,
     delivery service fees, and all other disbursements or expenses of the types
     customarily incurred in connection with prosecuting, defending, preparing
     to prosecute or defend or investigating a Proceeding.

          (e)  "Independent Counsel" means a law firm, or a member of a law
     firm, that is experienced in matters of corporation law and neither
     presently is, nor in the past five years has been, retained to represent:
     (i) the Company or Indemnitee in any matter material to either such party,
     or (ii) any other party to the Proceeding giving rise to a claim for indem-
     nification hereunder.  Notwithstanding the foregoing, the term "Independent
     Counsel" shall not include any person who, under the applicable standards
     of professional conduct then prevailing, would have a conflict of interest
     in representing either the Company or Indemnitee in an action to determine
     Indemnitee's rights under this Agreement.

          (f)  "Proceeding" includes any action, suit, arbitration, alternate
     dispute resolution mechanism, investigation, administrative hearing or any
     other proceeding, whether civil, criminal, administrative or investigative,
     arising on or after the date of this Agreement (and regardless of when the
     Indemnitee's act or failure to act occurred), except one initiated by an
     Indemnitee pursuant to Section 9 of this Agreement to enforce his rights
     under this Agreement.

          15.  Headings.  The headings of the paragraphs of this Agreement are
               --------                                                       
     inserted for convenience only and shall not be deemed to constitute part
     of this Agreement or to affect the construction thereof.
<PAGE>
 
          16.  Modification and Waiver.  This Agreement may be amended from time
               -----------------------                                          
     to time to reflect changes in Delaware law or for other reasons.  No
     supplement, modification or amendment of this Agreement shall be binding
     unless executed in writing by both of the parties hereto.  No waiver of any
     of the provisions of this Agreement shall be deemed or shall constitute a
     waiver of any other provision hereof (whether or not similar) nor shall
     such waiver constitute a continuing waiver.

          17.  Notice by Indemnitee.  Indemnitee agrees promptly to notify the
               --------------------                                           
     Company in writing upon being served with any summons, citation, subpoena,
     complaint, indictment, information or other document relating to any
     Proceeding or matter which may be subject to indemnification or advancement
     of Expenses covered hereunder, provided, however, that the failure to give
     any such notice shall not disqualify the Indemnitee from indemnification
     hereunder.

          18.  Notices.  All notices, requests, demands and other communications
               -------                                                          
     hereunder shall be in writing and shall be deemed to have been duly given
     if (i) delivered by hand and receipted for by the party to whom said notice
     or other communication shall have been directed, or (ii) mailed by
     certified or registered mail with postage prepaid, on the third business
     day after the date on which it is so mailed:

          (a)  If to Indemnitee, to:

                  James W. Cooper
                  11525 Fall Creek Road
                  Indianapolis, IN  46256

          (b)  If to the Company, to:

                  Secretary
                  Brown & Sharpe Manufacturing Company
                  Precision Park
                  200 Frenchtown Road
                  North Kingstown, RI 02852-1700

     or to such other address as may have been furnished to Indemnitee by the
     Company or to the Company by Indemnitee, as the case may be.

          19.  Governing Law.  The parties agree that this Agreement shall be
               -------------                                                 
     governed by and construed and enforced in accordance with the laws of the
     State of Delaware.


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
     and as of the day and year first above written.


     Attest:  Brown & Sharpe Manufacturing Company


     By: /s/ James W. Hayes           By:  /s/ Frank T. Curtin
         ------------------                -------------------
         Secretary                         Frank T. Curtin
                                           Chairman of the Board
                                           President & Chief Executive Officer

                                      Indemnitee


                                      /s/ James W. Cooper
                                      -------------------
                                      James W. Cooper