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                                                               EXHIBIT 10.N

                            AMENDMENT NUMBER SEVEN
                                    TO THE
                          BW/IP INTERNATIONAL, INC.
                               RETIREMENT PLAN
               (AS AMENDED AND RESTATED AS OF JANUARY 1, 1993)


        The BW/IP International, Inc. Retirement Plan, as amended and restated
as of January 1, 1993 (the "Plan"), is hereby further amended as follows:

1.  Definition of Earnings.
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        The definition of "Earnings" contained in Section 2 of the Plan is
amended by deleting the phrase "and any amounts paid in a form other than cash"
at the end of the second sentence thereof.

2.  Optional Lump Sum Distribution of Smaller Benefits.
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        Section 6.07 of the Plan is amended by adding the following subsection
(e) thereto:

        "(e)  A distribution in a single lump sum of the entirety of the
              Participant's accrued benefit in the event that the Actuarial
              Value of the Participant's accrued benefit under this Plan,
              determined at the time and in accordance with Section 6.12 of
              this Plan (notwithstanding the above provisions of this Section
              6.07), is not in excess of $7,500 and was not distributed under
              Section 6.12, to be paid to the Participant or former Participant
              or his beneficiary at the earliest date the Participant, former
              Participant or beneficiary would have otherwise been entitled to
              commence receiving benefits hereunder."

        Section 6.12 of the Plan is amended by redesignating the existing
provisions thereof as subsection (a) and Section




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6.12 is further amended by adding the following the following subsection (b)
thereto:

        "(b)  Notwithstanding any other terms of this Plan to the
              contrary, a Participant who has Separated from Service shall from
              and after the date of such Separation from Service be entitled to
              make a written election, if at the time of his election the
              Actuarial Value of such former Participant's accrued benefit
              under this Plan determined in accordance with Section 6.12 of
              this Plan is not in excess of $7,500 and was not distributed
              under Section 6.12, (1) to immediately commence to receive his
              benefit as provided in Section 6.10 and subject to Section 6.11
              (A) in the form of an immediate 50% joint and contingent
              annuitant option as described in Subsection 6.07(a) under which
              such spouse will be deemed to be the Contingent Annuitant if the
              former Participant has a spouse to whom he has been married
              throughout the one-year period ending on his Pension commencement
              date, or (B) in the form of an immediate Life Annuity to such
              former Participant as provided under Section 6.01 of the Plan if
              such former Participaqnt is not so married, of (2) subject to the
              provisions of Section 6.06 of the Plan, to elect against such
              form of benefit and to immediately receive his benefit in the
              form of a single lump sum payment in the amount of such
              Actuaarial Value as so determined. Nothing in this Section
              6.12(b) shall be construed as requiring a Participant to commence
              receipt of his benefit or as preventing such Participant from
              receiving his benefit as a Vested Deferred Benefit or from
              exercising the options otherwise available to him under Section
              Six of this Plan."

3.  Ratification and Reaffirmation
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        Except as specifically amended hereby, the Plan shall remain in full
force and effect in accordance with its terms.


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4.  Effective Date
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        This Amendment Number Seven to the Plan as restated shall be effective
as of January 1, 1995, subject to receipt by the Plan of a favorable
determination letter from the Internal Revenue Service with respect to this
Amendment.

        IN WITNESS WHEREOF, the Company maintaining the Plan has caused this
Amendment Number Seven to be executed as of the 15th day of December 1995.


                                           BW/IP International, Inc.

                                           By /s/  John D. Hannesson
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