<PAGE>



                        SEQUA CORPORATION
            SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II


        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 Termination               11

ARTICLE VIII        General Provisions                      12


















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                            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 II (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 herein.  This
Plan as restated and amended 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 with a
member of the Affiliated Group on or after January 1, 2000 shall
be subject to the Plan in effect as of the last date on which
they were 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 to supplement the benefits
accrued under the Qualified Plan, and to enable the Participating
Employers 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.








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          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
paragraph (c) below (but not less than zero) where:

          (a)       is the greater of:

                    (1)  in the case of a Participant who was a
                         participant under a Prior Plan as of
                         December 31, 1988, the accrued benefit
                         that would have been payable to the
                         Participant under the applicable Prior
                         Plan determined as if the terms of such
                         Prior Plan 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) disregard
                         compensation or earnings in excess of
                         $200,000, (B) would require
                         contributions from a participant after
                         December 31, 1988, or (C) would require
                         reduction of such accrued benefit for
                         benefits accrued under the Qualified
                         Plan; and

                    (2)  the vested accrued benefit payable to the
                         Participant under the Qualified Plan,
                         including any annuity purchased for him
                         under the provisions of any Prior Plan or
                         the Qualified Plan but excluding benefits
                         provided under Section 1.01(b) of the
                         Qualified Plan, and calculated without
                         regard to the provisions of the Qualified
                         Plan that disregard compensation or
                         earnings in excess of the amount
                         specified in Section 401(a)(17) of the
                         Code as adjusted by the Secretary of the
                         Treasury for any plan year;

          (b)       is the vested accrued benefit payable to the
Participant under the Qualified Plan (including any annuity
purchased for him under the provisions of any Prior Plan or the
Qualified Plan); and





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          (c)       is the reduction of the amounts set forth in
(a) and (b) above for early commencement under the terms of the
applicable Prior Plan or the Qualified Plan to the extent that
the Participant's Annuity Starting Date precedes his Normal
Retirement Date.

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 with the Company 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.

          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
<PAGE>
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.

          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

<PAGE>
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.

          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.





<PAGE>
          2.24. PARTICIPATING EMPLOYER means the Company and
                ----------------------
any member of the Affiliated Group which, with the approval of the
Board of Directors, adopts the 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 II, as amended and restated herein, and
as such plan may be further amended from time to time.

          2.27. PRIOR PLAN means whichever (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.

          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.







<PAGE>
          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.  Each
               --------------------------------------
participant in the Qualified Plan who receives compensation
in any plan year used to compute his benefit under the Qualified
Plan or under any applicable Prior Plan which exceeds the amount
specified in Section 401(a)(17) of the Code, as adjusted by the
Secretary of the Treasury for any plan year, shall be eligible to
participate in the Plan.

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


                           ARTICLE IV
                            Benefits

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







<PAGE>
          (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 BENEFITS. 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 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.






<PAGE>
          (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.

          (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

<PAGE>
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 and 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.

          (b)  Subject to paragraph (c) below, if the Participant
dies on or 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.







<PAGE>
          (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  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) through (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.

          (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.







<PAGE>
          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 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.







<PAGE>
                           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 Termination

          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 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.



                          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

<PAGE>
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 or 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 check representing
payment hereunder and any communication addressed to a
Participant, 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

<PAGE>
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
dministrative 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 eliable,
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 II
                         C/o Sequa Corporation
                         3 University Plaza
                         Hackensack, New Jersey 07601


          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:

<PAGE>
          (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
where the same is due to the willful misconduct of such person.

          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.









<PAGE>
          8.12. ADOPTION OF PLAN.  Any member of the Affiliated
                ----------------
Group may, by action of its board of directors, adopt this Plan for
all or a portion of 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 any
member 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.  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.
ATTEST (SEAL):                     SEQUA CORPORATION


                                   By