<PAGE>
                       SEQUA CORPORATION




          SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN III



       As Amended and Restated Effective January 1, 2000

                         Table of Contents


ARTICLE I      Establishment And Purpose                    1

ARTICLE II     Definitions                                  1

ARTICLE III    Plan Participation                           6

ARTICLE IV     Benefits                                     7

ARTICLE V      Vesting                                      11

ARTICLE VI     Plan Administration                          11

ARTICLE VII    Amendment and Administration                 11

ARTICLE VIII   General Provisions                           12

























<PAGE>
                           ARTICLE I
                   Establishment And Purpose

          1.1. Establishment. Effective as of January 1, 1990,
               -------------
Sequa Corporation (the "Company") adopted a supplemental
retirement plan known as the Sequa Corporation Supplemental
Executive Retirement Plan III (the "Plan") for the benefit of a
select group of management or highly compensated employees.
Effective as of January 1, 2000, the Company amends and restates
the Plan, as provided below.  This Plan as amended and restated
shall only apply to eligible employees who are credited with an
Hour of Service with a member of the Affiliated Group on or
after January 1, 2000.  Eligible employees who are not credited
with an Hour of Service on or after January 1, 2000 shall be
subject to the Plan in effect as of the last date on which they
are credited with an Hour of Service with a member of the
Affiliated Group.

          1.2. Purpose. The purpose of the Plan is to       ----
---
provide retirement income and death benefits for eligible
Participants in excess of the limitations on benefits imposed by
Code Sections 401(a)(17) and 415 to supplement the benefits
accrued under the Qualified Plan, and to enable the Company to
attract and retain certain key executives.  The Plan is intended
to qualify as an unfunded plan for the purposes of the Code and
Title I of ERISA, and is maintained by the Participating
Employers primarily for the purpose of providing certain
deferred compensation benefits to a select group of management
or highly compensated employees, as described in Sections
201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA.



                          ARTICLE II
                          Definitions

          As used herein, the following words and phrases have
the meanings ascribed to them in Article II unless a different
meaning is plainly required by the context.  Some of the words
and phrases used in the Plan are not defined in this Article II,
but, for convenience, are defined as they are introduced into
the text.  Words in the masculine gender shall be deemed to
include the feminine gender and words in the feminine gender
shall be deemed to include the masculine gender.  Any headings
used herein are included for ease of reference only, and are not
to be construed so as to alter any of the terms of the Plan.






<PAGE>
          2.1. Accrued Benefit with respect to a Participant
               ---------------
means a monthly benefit expressed as a Life Annuity as of a
determination date equal to (a) minus (b) below, both calculated
as of the Participant's Normal Retirement Date and adjusted, if
applicable, pursuant to (c) below (but not less than zero)
where:

          (a)  is the greater of:

               (1)  the vested accrued benefit payable to the
                    Participant under the Qualified Plan,
                    excluding benefits provided under Section
                    1.01(b) thereof, and calculated without
                    regard to the limitations imposed by
                    Sections 401(a)(17) and 415(b) of the Code;
                    and

               (2)  the benefit that would have been payable to
                    the Participant under the applicable Prior
                    Plan, determined as if the terms of
                    such Prior Plan as in effect on December 31,
                    1988 had remained in effect until the date
                    on which the Participant retires or
                    separates from service with all members of
                    the Affiliated Group, but calculated without
                    regard to the provisions of such Prior Plan
                    that (A) impose limitations on benefits in
                    accordance with Code Section 415(b), (B)
                    disregard compensation or earnings in excess
                    of $200,000, (C) would require contributions
                    from a participant after December 31, 1988,
                    or (D) would require reduction of such
                    accrued benefit for benefits accrued under
                    the Qualified Plan;

          (b)  is the sum of the vested benefits payable to the
Participant under:

               (1)  the Qualified Plan (including any annuity
                    purchased for him under the provisions of
                    any Prior Plan or the Qualified Plan);

               (2)  the Sequa Corporation Supplemental Executive
                    Retirement Plan I; and (3)  the Sequa
                    Corporation Supplemental Executive
                    Retirement Plan II; and






<PAGE>
          (c)  is the reduction of the amounts set forth in (a)
and (b) above for early commencement under the terms of each
such plan, to the extent that the Participant's Annuity Starting
Date precedes his Normal Retirement Date as follows:
(1) the benefit under the Qualified Plan shall be reduced for
early commencement as provided in the Qualified Plan; (2) the
benefits under the Sequa Corporation Supplemental Executive
Retirement Plan I and the Sequa Corporation Supplemental
Executive Retirement Plan II shall be the accrued benefit
determined under each respective Plan after any applicable
reduction under Section 2.1 of each such plan; and (3) the
benefits under the applicable Prior Plan shall be the accrued
benefit determined under each respective Plan after any
applicable reduction under Section 4.03 of the Chromalloy Plan,
Sections 4.5 and 4.6 of the Sun Chemical Plan, or Sections 4.03
or 6.05 of the Superior Pants Plan.

For the purposes only of this Section 2.1, where any Participant
who was a participant in the Sun Chemical Plan has received
prior to his Annuity Starting Date a distribution or
distributions (each such distribution an "Accumulated
Contribution Distribution") from the Qualified Plan of all or
part of his Accumulated Contributions, as that term is defined
in the Qualified Plan, the vested accrued benefits calculated
pursuant to paragraphs (a)(1), (a)(2) and (b) of this Section
2.1 shall not be actuarially reduced in accordance with the Sun
Chemical Plan or the Qualified Plan to reflect the making of
such Accumulated Contribution Distribution(s).

          2.2. Actuarial Equivalent means a benefit or
               --------------------
benefits which are of equal value at the date of determination
to the benefits for which they are to be substituted.  Actuarial
Equivalence shall be based on the interest and mortality tables
used to determine actuarial equivalence under the Qualified
Plan.

          2.3. Administrative Committee means the committee
               ------------------------
established by the Board of Directors to administer the Plan in
accordance with Article VI.

          2.4. Affiliated Group means the Company and all
               ----------------
other entities required to be aggregated under Sections 414(b),
(c) or (m) of the Code.

          2.5. Annuity Starting Date means the first day of
               ----------------
the first period for which an amount is payable as an annuity,
or in the case of a benefit not payable in the form of an
annuity, the first day on which all events have occurred which
entitle the Participant to such a benefit.

<PAGE>
          2.6. Beneficiary means a person or entity designated
               -----------
by a Participant, on a form provided by the Administrative
Committee, to receive any benefits that may be payable upon the
Participant's death.  Notwithstanding the foregoing, if a
Participant who is married at the time of his death has not
designated a Beneficiary, or if such Beneficiary has predeceased
the Participant, Beneficiary shall mean such married
Participant's Spouse, unless such Spouse cannot be located.
Notwithstanding the foregoing, if a Participant is unmarried at
the time of his death, and no person designated as Beneficiary
survives the Participant, or if the Spouse of a married
Participant cannot be located at his death, Beneficiary means
the Participant's estate.

          2.7. Benefit Service means the sum of all Benefit
               ---------------
Service earned under the Qualified Plan determined as set forth
in Section 2.05 of the Qualified Plan.

          2.8. Board of Directors means the Board of Directors
               ------------------
of the Company.

          2.9. Code means the Internal Revenue Code of 1986,
               ----
as amended from time to time.  Reference to a section of the
Code shall include that section and any comparable section or
sections of any future legislation that amends, supplements, or
supersedes such section.

          2.10.     Company means Sequa Corporation, a Delaware
                    -------
corporation.

          2.11.     Early Retirement Age shall have the same
                    --------------------
meaning as set forth in Article I of the Qualified Plan.

          2.12.     Early Retirement Date shall have the same
                    ---------------------
meaning as set forth in Article I of the Qualified Plan.

          2.13.     Effective Date means January 1, 1990.
                    --------------

          2.14.     ERISA means the Employee Retirement Income
                    -----
Security Act of 1974, as amended from time to time.  Reference
to a section of ERISA shall include that section and any
comparable section or sections of any future legislation that
amends, supplements, or supersedes such section.


<PAGE>
          2.15.     Hour of Service shall have the same meaning
                    ---------------
as set forth in Article I of the Qualified Plan.

          2.16.     Joint and 50% Survivor Annuity means a
                    ------------------------------
series of monthly installments which are made for the lifetime
of the Participant.  If the Participant predeceases his Spouse
or other designated Beneficiary, payment in an amount equal to
fifty percent (50%) of the Participant's monthly payment shall
continue for the life of the Spouse or other designated
Beneficiary.  Except as provided in Section 4.3(d), the benefit
under a Joint and 50% Survivor Annuity shall be the Actuarial
Equivalent of the benefit under the Life Annuity form of
payment.

          2.17.     Joint and 100% Survivor Annuity means a
                    -------------------------------
series of monthly installments which are made for the lifetime
of the Participant.  If the Participant predeceases his Spouse
or other designated Beneficiary, payment in an amount equal to
one hundred percent (100%) of the Participant's monthly payment
shall continue for the life of the Spouse or other designated
Beneficiary.  Except as provided in Section 4.3(d), the benefit
under a Joint and 100% Survivor Annuity shall be the Actuarial
Equivalent of the benefit under the Life Annuity form of
payment.

          2.18.     Joint and 662/3 % Survivor Annuity means a
                    ----------------------------------
series of monthly installments which are made for the lifetime
of the Participant.  If the Participant predeceases his Spouse
or other designated Beneficiary, payment in an amount equal to
sixty-six and two-thirds percent (662/3%) of the Participant's
monthly payment shall continue for the life of the Spouse or
other designated Beneficiary.  Except as provided in Section
4.3(d), the benefit under a Joint and 662/3% Survivor Annuity
shall be the Actuarial Equivalent of the benefit under the Life
Annuity form of payment.

          2.19.     Late Retirement Date shall have the same
                    --------------------
meaning as set forth in Article I of the Qualified Plan.

          2.20.     Life Annuity means a series of monthly
                    ------------
installments which continue for the lifetime of the Participant
and cease upon his death.

          2.21.     Normal Retirement Age shall have the same
                    ---------------------
meaning as set forth in Article I of the Qualified Plan.


<PAGE>
          2.22.     Normal Retirement Date shall have the same
                    ----------------------
meaning as set forth in Article I of the Qualified Plan.

          2.23.     Participant means any employee of a
                    -----------
Participating Employer who becomes eligible to participate in
the Plan pursuant to Article III.  A Participant shall remain a
Participant as long as he is entitled to a contingent or vested
Accrued Benefit under the Plan.

          2.24.     Participating Employer means the Company and
                    ----------------------
any member of the Affiliated Group which, with the approval of
the Board of Directors, adopts this Plan in accordance with
Section 8.12 of the Plan.

          2.25.     Period Certain and Life Annuity means a
                    -------------------------------
series of monthly installments which are made for the lifetime
of the Participant, but which are guaranteed for a period of
five (5), ten (10), fifteen (15) or twenty (20) years, as
elected by the Participant.  If the Participant dies before all
guaranteed installments have been paid, the remainder of the
guaranteed installments will be paid to the Participant's Spouse
or other designated Beneficiary.  If, upon the Participant's
death, there is no living Spouse or other designated
Beneficiary, the Actuarial Equivalent of the unpaid installments
shall be paid to the Participant's estate.  Notwithstanding the
above, a Participant who retires after age 65 shall not be
entitled to elect a guaranteed payment period of twenty (20)
years.  Benefits paid in the form of a Period Certain and Life
Annuity shall be the Actuarial Equivalent of a Life Annuity.

          2.26.     Plan means the Sequa Corporation
                    Supplemental
                    --------------------------------
Executive Retirement Plan III, as amended and restated herein,
and as such plan may be further amended, from time to time.

          2.27.     Prior Plan means whichever one (if any) of
                    ----------
the following plans covered the Participant as an active
participant on December 31, 1988: the Chromalloy American
Corporation Pension Plan for Salaried Employees (the "Chromalloy
Plan"), the Sun Chemical Corporation Retirement Plan (the "Sun
Chemical Plan") or the Superior Pants Company Division of
Chromalloy American Corporation Pension Plan (the "Superior
Pants Plan"), each as in effect on December 31, 1988.





<PAGE>
          2.28.     Qualified Joint and 50% Survivor Annuity
                    ----------------------------------------
means a series of monthly installments which are made for the
lifetime of the Participant.  If the Participant predeceases his
Spouse, payment in an amount equal to fifty percent (50%) of the
Participant's monthly payment shall continue for the life of the
Spouse.  Except as provided in Section 4.3(d), the benefit under
a Qualified Joint and 50% Survivor Annuity shall be the
Actuarial Equivalent of the benefit under the Life Annuity form
of payment.

          2.29.     Qualified Plan means the Sequa Retirement
                    --------------
                    Plan, as amended from time to time.  In the
event that the Qualified Plan is subsequently amended, reference
to a section of the Qualified Plan shall be deemed to refer to
that section or the operational successor of such section.

          2.30.     Retirement means separation from service
                    ----------
with all members of the Affiliated Group at a time when the
Participant is eligible for an Early, Normal or Late Retirement
Benefit as provided in Section 4.1.

          2.31.     Spouse shall have the same meaning as set
                    ------
forth in Article I of the Qualified Plan.

          2.32.     Surviving Spouse means the Participant's
                    ----------------
Spouse at the date of death of the Participant.



                          ARTICLE III
                      Plan Participation

               3.1. Eligibility to Participate in the Plan.
                    ---------------------------------------
Those employees of each Participating Employer that are
designated by the Board of Directors shall be eligible to
participate in the Plan.  A list of such Participants may, from
time to time, be attached hereto as Appendix 1.

               3.2. Participation.  A Participant shall remain
                    -------------
a Participant so long as he is entitled to a contingent or
vested Accrued Benefit under the Plan.






<PAGE>
                          ARTICLE IV
                           Benefits


            4.1.    Retirement Benefits.  Except as otherwise
                    -------------------
provided herein, retirement benefits will be computed and paid
as follows:

          (a) Normal Retirement Benefit.  Except as otherwise
              -------------------------
provided herein, a Participant's vested Accrued Benefit shall be
determined as of his Normal Retirement Date and paid commencing
as of such date, provided that he has separated from service
from all members of the Affiliated Group.

          (b) Early Retirement Benefit.  A Participant who
              ------------------------
separates from service from all members of the Affiliated Group
after attaining his Early Retirement Age but prior to his Normal
Retirement Date may, in accordance with Section 4.5, elect to
commence payment of his vested Accrued Benefit as of an Early
Retirement Date.  Such benefit shall be equal to his vested
Accrued Benefit (after any applicable reduction under Section
2.1(c) of the Plan) determined as of his Early Retirement Date
and commencing as of such date.

          (c) Late Retirement Benefit shall be equal to the
              -----------------------
Participant's Accrued Benefit determined as of the Participant's
Late Retirement Date and commencing as of such date.

            4.2.    Deferred Vested Benefit. A Participant shall
                    -----------------------
be entitled to a deferred monthly retirement benefit if he
separates from service with all members of the Affiliated Group
before he is eligible to receive a Retirement Benefit, provided
that the Participant meets the vesting requirements of Article
V.  The Participant's benefit shall be equal to his vested
Accrued Benefit calculated as of the date of separation from
service, and, subject to Section 4.5, shall commence on the
first date on which he would be eligible to receive a Normal
Retirement Benefit.

            4.3.    Form of Retirement or Deferred Vested
                    -------------------------------------
Benefit. (a) Normal Form of Benefit Payment.  The normal
-------
form of benefit payment for a Participant who is married as of
his Annuity Starting Date shall be a Qualified Joint and 50%
Survivor Annuity, unless such form is properly waived in
accordance with paragraph (b) of this Section 4.3 in favor of an
alternative form of payment.  The normal form of benefit payment
<PAGE>
for a Participant who is unmarried as of his Annuity Starting
Date shall be a Life Annuity, unless such form is waived in
accordance with paragraph (b) of this Section 4.3 in favor of an
alternative form of payment.

            (b) Waiver of Normal Form of Benefit Payment.  A
                ----------------------------------------
Participant may waive the normal form of payment of his Accrued
Benefit, and may elect another form of payment, on a form
provided by the Company, before or within thirty (30) days after
the date on which the Participant commences participation in the
Plan.  A Participant may change such election by filing an
appropriate form provided by the Company, provided that any such
change in election shall not be effective unless made at any
time before the year in which the Participant separates from
service from all members of the Affiliated Group.  A married
Participant may waive the normal form of payment only if his
Spouse consents in writing to such waiver and to the alternate
Beneficiary and/or the form of benefit payment elected.  Such
consent shall be witnessed by a notary public or Plan
representative and must be filed with the Administrative
Committee.  No consent is required if it is
established to the satisfaction of the Administrative Committee
that the Participant does not have a Spouse or that the Spouse
cannot be located.  Any consent by a Spouse pursuant to this
paragraph shall be irrevocable and shall be effective only with
respect to such Spouse.  Spousal consent must be obtained to any
subsequent change in the designated form of benefit or alternate
Beneficiary.  The election of a married Participant to waive the
Qualified Joint and 50% Survivor Annuity may be revoked by the
Participant at any time prior to his Annuity Starting Date
without the consent of his Spouse.

            (c) Alternate Forms of Payment.  At the election of
                --------------------------
the Participant in accordance with paragraph (b) above, the
Accrued Benefit under Sections 4.1 and 4.2 of this Plan may be
paid in any of the following forms:

            (1) a Life Annuity;

            (2) a Joint and 50% Survivor Annuity;

            (3) a Joint and 662/3% Survivor Annuity;

            (4) a Joint and 100% Survivor Annuity; or

            (5) a Period Certain and Life Annuity.






<PAGE>
            (d) Payment of Benefits and Actuarial Equivalence.
                ---------------------------------------------
Benefits under each form shall be paid in monthly installments.
Except as provided in the next sentence, benefits other than in
the form of a Life Annuity shall be the Actuarial Equivalent of
a Life Annuity.  In the case of a Participant who was an active
participant in the Sun Chemical Plan on December 31, 1988 and
who elects to receive a Qualified Joint and 50% Survivor
Annuity, a Joint and 50% Survivor Annuity, a Joint and 662/3%
Survivor Annuity or a Joint and 100% Survivor Annuity, in each
case with his Spouse as the designated Beneficiary, such
Qualified Joint and 50% Survivor Annuity, Joint and 50% Survivor
Annuity, Joint and 662/3% Survivor Annuity or Joint and 100%
Survivor Annuity shall be one hundred ten percent (110%) of the
Actuarial Equivalent of the Life Annuity.

            (e) Cashout of Accrued Benefit.  Notwithstanding
                --------------------------
paragraphs (a), (b) and (c) above, a Participant who separates
from service or retires from all members of the Affiliated Group
with a vested Accrued Benefit shall be paid the Actuarial
Equivalent of such benefit in a single sum if such Actuarial
Equivalent does not exceed $5,000, or such other amount as may
be determined under Section 5.03(a) of the Qualified Plan.  If
the Participant subsequently resumes participation in the Plan,
such Participant's benefit at his later date of separation from
service or retirement shall be reduced by the amount of the
Accrued Benefit that was previously paid to him.

            4.4. Death Benefit.    If a vested Participant dies
                 -------------
before his Annuity Starting Date, a monthly benefit shall be
payable to his Surviving Spouse (if any) as follows.

            (a) If the Participant dies before attaining his
Early Retirement Age, his Surviving Spouse shall receive a
survivor annuity for life equal to the annuity which would have
been payable to such Surviving Spouse if such Participant had:

             (1) separated from service on his date of death (or
                 actual date of separation from service, if
                 earlier);

             (2) survived to his Early Retirement Age;

             (3) subject to paragraph (c) below, retired on such
                 date with a Qualified Joint and 50% Survivor
                 Annuity; and

             (4) died on the next day.




<PAGE>
            (b) Subject to paragraph (c) below, if the
Participant dies after attaining his Early Retirement Age, the
Surviving Spouse shall receive a survivor annuity for life equal
to the annuity that would have been payable to such Surviving
Spouse if the Participant had retired on the date preceding his
death with his Accrued Benefit payable in the form of a
Qualified Joint and 50% Survivor Annuity.

            (c) Where a Participant prior to his death has
selected, under and in accordance with the terms of the
Qualified Plan, a form of Joint and Survivor Annuity (as defined
in the Qualified Plan) in favor of his spouse in which, where
the Participant predeceases his spouse, payments will continue
to the spouse for life in an amount equal to one hundred percent
(100%) or sixty-six and two-thirds percent (662/3%) of the
Participant's benefit under the Qualified Plan, than the
survivor annuity payable under the Plan
to the Participant's Surviving Spouse under paragraph (a) or (b)
above shall be calculated as if the Participant had retired on
the date specified in such paragraph with his Accrued Benefit
payable in the form of a Joint and 100% Survivor Annuity or a
Joint and 662/3% Survivor Annuity, respectively, in favor of his
Spouse.

            (d) Notwithstanding paragraphs (a) though (c) above,
if the Actuarial Equivalent of the Participant's vested Accrued
Benefit does not exceed $5,000, or such other amount as may be
determined under Section 6.04(a) of the Qualified Plan, the
Surviving Spouse shall be paid the Actuarial Equivalent of such
benefit in a single sum.

            4.5. Time of Payment.
                 ---------------

            (a) Subject to paragraphs (b) and (c) of this
Section 4.5 and to Section 4.6, payment of a Participant's
vested Accrued Benefit shall commence as of the Participant's
Normal Retirement Date, provided that he has separated from
service with all members of the Affiliated Group.

            (b) A Participant may elect on a form provided by
the Company to commence payment of his vested Accrued Benefit as
of an Early Retirement Date or a Late Retirement Date.  Such
election shall be made before or within thirty (30) days after
the date on which the Participant commences participation in the
Plan.  A Participant may change such election by filing an
appropriate form provided by the Company provided that any such
change shall not be effective unless made before the year in
which the Participant separates from service from all members of
the Affiliated Group.




<PAGE>
            (c) Payment of a Participant's benefit under Section
4.4(a) of this Plan shall commence on the first day of the month
following the date on which the Participant would have attained
Early Retirement Age.  Payment of a Participant's vested Accrued
Benefit under Section 4.4(b) of the Plan shall commence on the
first day of the month following the Participant's death.

            4.6. Suspension of Benefits.
                 ----------------------

            (a) Retirement Benefits in pay status will be
                suspended for each calendar month or
                four-or-five week payroll ending in a calendar
                month following the Annuity Starting Date during
                which a Participant receives payment for the
                performance of an Hour of Service or more on
                each of eight (8) or more days or separate work
                shifts.  A Participant's Accrued Benefit which
                commences later than his Normal Retirement Date
                will be computed without regard to amounts which
                are suspended under the preceding sentence.

            (b) Benefits suspended in accordance with this
                Section shall resume no later than the first day
                of the third calendar month following the
                calendar month when the Participant again fails
                to receive payment for the performance of an
                Hour of Service on each of eight (8) or more
                days or separate work shifts during a calendar
                month or a four or five week payroll period
                ending in a calendar month.  The initial payment
                upon resumption shall include the payment
                scheduled to occur in the calendar month when
                payments resume and any amounts withheld during
                the period between the cessation of employment
                and the resumption of payments, less any amounts
                which are subject to offset.

            (c) The Administrative Committee may, in its
                discretion, establish procedures for the
                resumption of benefits and the offsetting of
                benefit overpayments, if any.



                           ARTICLE V
                            Vesting

            5.1. Vesting.     Except as otherwise provided in
                 -------
this Section 5.1, a Participant shall be 100% vested in his
Accrued Benefit after completion of five years of Benefit
Service and on attainment of Normal Retirement Age.  If a

<PAGE>
Participant's employment with a member of the Affiliated Group
is Terminated for Cause prior to Retirement, the Participant's
Accrued Benefit shall be forfeited.  Termination for Cause shall
mean termination of a Participant's employment on account of
dishonesty or any act or conduct on the part of the Participant
which is materially injurious to the business or reputation of
any member of the Affiliated Group.



                          ARTICLE VI
                      Plan Administration

            6.1. Administration of the Plan.  The Plan shall be
                 --------------------------
administered by an Administrative Committee, which shall be
appointed by the Board of Directors, subject, however, to any
action taken by the Board of Directors in respect to the Plan.
The Administrative Committee shall be responsible for the
administration of the Plan and shall have all of the powers and
duties set forth in the Qualified Plan including, without
limitation, the discretionary power to determine eligibility for
participation in the Plan and to construe the terms of the Plan.
The Administrative Committee shall file with the Department of
Labor and distribute to the Participants any reports and other
information required by applicable law and shall be entitled to
rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any actuary, accountant,
controller, counsel or other person employed or engaged by it
with respect to the Plan.



                          ARTICLE VII
                 Amendment and Administration

            7.1. Amendment and Termination of the Plan.  The
                 -------------------------------------
Board of Directors may amend or terminate the Plan at any time
by written instrument executed by an officer of the Company duly
authorized by the Board of Directors.  Any such amendment <PAGE>
or termination shall be binding on all Participating Employers.
However, no such amendment or termination shall deprive any
Participant, Surviving Spouse or other Beneficiary of any
portion of any Accrued Benefit payment of which has commenced
prior to the date of adoption of such amendment or termination,
or which would be payable if the Participant separated from
service for any reason (other than Termination for Cause),
including death, on such date.





<PAGE>
                         ARTICLE VIII
                      General Provisions

            8.1. Funding.  No  Participating  Employer  shall be
                 -------
obligated to set aside, earmark or escrow any funds or other
assets to satisfy its obligations under this Plan. Participants,
their Surviving Spouses and other Beneficiaries shall have the
status of general unsecured creditors of the applicable
Participating Employer(s).  The Plan constitutes a mere promise
by the applicable Participating Employers to make benefit
payments in the future to Participants,  their  Surviving
Spouses or other Beneficiaries.  Participants,  their Surviving
Spouses and other Beneficiaries shall not have any property
interest in any specific assets of any member of the Affiliated
Group other than the unsecured right to receive payments from
the applicable Participating  Employers as provided herein.

            8.2. Nonalienation of Benefits under this Plan.
                 -----------------------------------------
Except for claims of indebtedness owing to a Participating
Employer, the interests of Participants, their Surviving Spouses
and other Beneficiaries are not subject to claims, indebtedness,
attachment, execution, garnishment, or other legal or equitable
process, and such interests may not be voluntarily or
involuntarily sold, transferred or assigned.  Any attempt by a
Participant, his Surviving Spouse or other Beneficiary or any
other person to sell, transfer, alienate, assign, pledge,
anticipate, encumber, charge, attach, garnish or otherwise
dispose of any right to benefits payable hereunder shall be
void.

            8.3. Plan not a Contract of Employment.  This Plan
                 ---------------------------------
shall not be deemed to constitute a contract between any
Participating Employer and any Participant or to be a
consideration or an inducement for the employment of any
Participant or employee of a Participating Employer.  Nothing
contained in this Plan shall be deemed to give any Participant
or employee of a Participating Employer the right to be retained
in the service of any Participating Employer or to interfere
with the right of any Participating Employer to discharge any
Participant or employee at any time regardless of the effect
which such discharge shall have upon such individual as a
Participant in the Plan.

            8.4. Required Notification to Administrative
                 ---------------------------------------
Committee.  Each Participant, Surviving Spouse or other
---------
Beneficiary entitled to benefits hereunder shall file with the
Administrative Committee from time to time in writing his post
office address and each change of post office address.  Any

<PAGE>
check representing payment hereunder and any communication
addressed to a Participant or his Surviving Spouse or other
Beneficiary at the last address filed with the Administrative
Committee, or if no such address has been filed, then at his
last address as indicated on the records of the Participating
Employer, shall be binding on such person for all purposes of
the Plan, and neither the Administrative Committee, the Company,
any Participating Employer or other payor shall be obliged to
search for or ascertain the location of any such person.  If the
Administrative Committee for any reason is in doubt as to the
address of any Participant, Surviving Spouse or other
Beneficiary entitled to benefits hereunder or as to whether
benefit payments are being received by the person entitled
thereto, it shall, by registered mail addressed to the person
concerned at his address last known to the Administrative
Committee, notify such person that all unmailed and future
retirement income payments shall be henceforth withheld until he
provides the Administrative Committee with evidence of his
continued life and his proper mailing address.

            8.5. Required Information to Administrative
                 --------------------------------------
Committee.  Each Participant will furnish to the
---------
Administrative Committee such information as the Administrative
Committee considers necessary or desirable for purposes of
administering the Plan, and the provisions of the Plan
respecting any payments thereunder are conditional upon the
Participant's furnishing promptly such true, full and complete
information as the Administrative Committee may request.  Each
Participant shall submit proof of his age and that of his Spouse
and/or other Beneficiary to the Administrative Committee at such
time as required by the Administrative Committee.  The
Administrative Committee will, if such proof of age is not
submitted as required, use as conclusive evidence thereof such
information as is deemed by it to be reliable, regardless of the
lack of proof, or the misstatement of the age of persons
entitled to benefits under the Plan, by the Participant or
otherwise, in such manner as the Administrative Committee deems
equitable.  Any notice or information which, according to the
terms of the Plan or the rules of the Administrative Committee,
must be filed with the Administrative Committee, shall be deemed
so filed if addressed and either delivered in person or mailed
to and received by the Administrative Committee, in care of the
Company as follows:

             The Administrative Committee
             Sequa Corporation Supplemental
             Executive Retirement Plan III
             C/o Sequa Corporation
             3 University Plaza
             Hackensack, New Jersey 07601


<PAGE>
            8.6. Successors.  The provisions of this Plan shall
                 ----------
be binding upon the Company and each Participating Employer and
their respective successors and assigns and upon each
Participant and his heirs, beneficiaries, spouses, estates, and
legal representatives.

            8.7. Facility of Payment.  Whenever and as often as
                 -------------------
any person entitled to payments hereunder shall be under a legal
disability, or in the sole judgment of the Administrative
Committee shall otherwise be unable to apply such payments to
his own best interest and advantage, the Administrative
Committee, in the exercise of its discretion, may direct all or
any portion of such payments to be made in any one or more of
the following ways:

            (a) directly to such person;

            (b) to his legal curator, guardian, or conservator,
or other court-appointed or court-recognized representatives; or

            (c) to his Spouse, to another member of his family,
or to any other person, to be expended for his benefit.

          8.8. Claims Procedure.  Claims for benefits must be
               ----------------
submitted in writing to the Administrative Committee.  In the
event that any claim for benefits is denied (in whole or in
part), the claimant shall receive from the Administrative
Committee notice in writing, written in a manner calculated to
be understood by the claimant, setting forth the specific
reasons for denial, with specific reference to pertinent
provisions of this Plan.  Such notice shall be provided within
ninety (90) days of receipt of the claimant's written claim for
benefits.  Any disagreements about such interpretations and
construction may be appealed to the Administrative Committee
within sixty (60) days after receipt of such notice from the
Administrative Committee.  The Administrative Committee shall
respond to such appeal within sixty (60) days with a notice in
writing fully disclosing its decision and the reasons therefor.

            8.9. Indemnification.  The Company shall indemnify
                 ---------------
each member of the Administrative Committee and its delegates
under the Plan against any and all claims, losses, damages,
expenses (including reasonable attorneys' fees) and liabilities
for anything done or omitted to be done in connection with the
Plan except when the same is due to the willful misconduct of
such person.




<PAGE>
          8.10. Controlling State Law.  To the extent not
                ---------------------
superseded by the laws of the United States, the Plan will be
construed and enforced according to the laws of the State of New
York.

          8.11. Severability.  In case any provision of this
                ------------
Plan shall be held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining
provisions of the Plan, and the Plan shall be construed and
enforced as if such illegal or invalid provisions had never been
set forth.

          8.12. Adoption of Plan.  Any member of the Affiliated
                ----------------
Group may, by action of its board of directors, adopt this Plan
for its eligible employees, provided that the Board of Directors
approves such adoption.  The administrative powers and control
of the Company as provided in the Plan shall not be deemed
diminished under the Plan by reason of the participation of
members of the Affiliated Group in the
Plan.

          8.13. Withdrawal From Plan.  A Participating Employer
                --------------------
may withdraw at any time from the Plan without affecting the
other Participating Employers by complying with the appropriate
provisions of the Plan.  The Board of Directors may, at its
discretion, terminate a Participating Employer's participation
in the Plan at any time when, in its judgment, such
Participating Employer fails or refuses to discharge its
obligations under the Plan.

             IN WITNESS WHEREOF, Sequa Corporation has hereby
executed this amended and restated Plan on this ____ day of
_____________, 2000.

                 SEQUA CORPORATION



                 By:

ATTEST:  (SEAL)









<PAGE>
                          APPENDIX 1

          LIST OF PARTICIPANTS AS OF JANUARY 1, 2000