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                                                                 EXHIBIT 10 (nn)

                              THE ALLEN GROUP INC.
                                RESTORATION PLAN



                 WHEREAS, The Allen Group Inc. (the "Company") has established
The Allen Group Inc. Corporate Retirement Plan (the "Pension Plan"), a
qualified defined benefit pension plan; and

                 WHEREAS, Sections 401(a)(17) and 415 of the Internal Revenue
Code of 1986, as amended, place certain limitations on the amount of benefits
that would otherwise be made available under the Pension Plan for certain
participants; and

                 WHEREAS, benefits under the Pension Plan are computed on the
basis of compensation which excludes deferrals made by Pension Plan
participants pursuant to a nonqualified deferred compensation plan sponsored by
the Company; and

                 WHEREAS, the Company now desires to provide the benefits which
would otherwise have been payable to such participants under the Pension Plan
except for such limitations and exclusions from income, in consideration of
services performed and to be performed by such participants for the Company and
certain related corporations.

                 NOW, THEREFORE, the Company hereby adopts and publishes this
Restoration Plan, which shall contain the following terms and conditions:


                                   ARTICLE I
                                    PREFACE

                 SECTION 1.1.  EFFECTIVE DATE.  The effective date of this Plan
is January 1, 1996 (the "Effective Date").

                 SECTION 1.2.  PURPOSE OF THE PLAN.  The purpose of this Plan
is to provide additional retirement benefits for certain management and highly
compensated employees of the Company (and other participating Employers).

                 SECTION 1.3.  GOVERNING LAW.  This Plan shall be regulated,
construed and administered under the laws of the State of Ohio, except when
preempted by federal law.

                 SECTION 1.4.  GENDER AND NUMBER.  For purposes of interpreting
the provisions of this Plan, the masculine gender shall be deemed to include
the feminine, the feminine gender shall be deemed to include the masculine, and
the singular shall include the plural, unless otherwise clearly required by the
context.
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                 SECTION 1.5.  SEVERABILITY.  If any provision of this Plan or
the application thereof to any circumstances(s) or person(s) is held to be
invalid by a court of competent jurisdiction, the remainder of the Plan and the
application of such provision to other circumstances or persons shall not be
affected thereby.


                                   ARTICLE II
                                  DEFINITIONS

                 SECTION 2.1.  Words and phrases used herein with initial
capital letters which are defined in the Pension Plan are used herein as so
defined, unless otherwise specifically defined herein or the context clearly
indicates otherwise.  The following words and phrases when used in this Plan
with initial capital letters shall have the following respective meanings,
unless the context clearly indicates otherwise:

 SECTION 2.1(1).  "ACCELERATING EVENT" shall mean the occurrence of any of the
                                  following:

                          (a)  Breach by the Company of any material provision
         of this Plan including, without limitation, failure by the Company to
         make timely payment of any Supplemental Pension Benefit, and failure
         by Allen to rectify such breach within thirty (30) days after written
         notice of such breach is given to the Company by an affected
         Participant, provided that an event described in this Section
         2.1(1)(a) shall constitute an Accelerating Event only for a
         Participant affected by any such breach;

                          (b)  The Company making a general assignment for the
         benefit of creditors;

                          (c)  A proceeding under the federal Bankruptcy Code
         (or a similar state law) is instituted by or against the Company and,
         if such proceeding is instituted against the Company, is consented to
         or acquiesced in by the Company or the Company fails for a period of
         sixty (60) days after the commencement thereof to use its best efforts
         to obtain the dismissal thereof; or

                          (d)  A receiver or trustee in bankruptcy is appointed
         for the Company.

                 SECTION 2.1(2).  "ACTUAL PENSION PLAN BENEFIT" shall mean the
amount of the monthly benefit in fact payable to the Participant or his
Beneficiary under the Pension Plan.

                 SECTION 2.1(3).  "BENEFICIARY" shall mean the person named at
the time the Supplemental Pension Benefit becomes payable as
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being entitled to receive, following a Participant's death, part or all of a
pension or other benefit payable with respect to the Participant under the
Pension Plan.

                 SECTION 2.1(4).  "CHANGE IN CONTROL" shall mean the occurrence
of any of the following:

                          (a)  any "person", as such term is used in Sections
         13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
         (the "Exchange Act") (other than the Company, any trustee or other
         fiduciary holding securities under an employee benefit plan of the
         Company, or any corporation owned, directly or indirectly, by the
         stockholders of the Company in substantially the same proportions as
         their ownership of stock of the Company), is or becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
         directly or indirectly, of securities of the Company representing 30
         percent or more of the combined voting power of the Company's then
         outstanding securities;

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

                          (c)  the stockholders of the Company approve a merger
         or consolidation of the Company with any other corporation, other than
         (i) a merger or consolidation which would result in the voting
         securities of the Company outstanding immediately prior thereto
         continuing to represent (either by remaining outstanding or by being
         converted into voting securities of the surviving entity) more than 80
         percent of the combined voting power of the voting securities of the
         Company or such surviving entity outstanding immediately after such
         merger or consolidation or (ii) a merger or consolidation effected to
         implement a recapitalization of the Company (or similar transaction)
         in which no "person" (as hereinabove defined) acquires more than 30
         percent of the combined voting power of the Company's then outstanding
         securities; or

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

                 SECTION 2.1(5).  "CODE" shall mean the Internal Revenue Code
of 1986, as it has been and may be amended from time to time.

                 SECTION 2.1(6).  "Committee" shall mean the Committee
designated under the Pension Plan.

                 SECTION 2.1(7).  "CODE LIMITATIONS" shall mean the limitations
imposed by Sections 401(a)(17) and 415 of the Code, or any successor(s)
thereto, on the amount of the benefits which may be payable to a Participant
from the Pension Plan.

                 SECTION 2.1(8).  "EARNINGS REDUCTION" shall mean the amount of
a Participant's base pay or bonus which is deferred pursuant to The Allen Group
Inc. Deferred Compensation Plan and any other similar nonqualified deferred
compensation plan maintained by the Company.

                 SECTION 2.1(9).  "EMPLOYER(S)" shall mean the Company and/or
any other member of the Controlled Group which shall adopt this Plan pursuant
to Section 5.4.

                 SECTION 2.1(10).  "INSTRUMENT OF ADOPTION" shall mean an
Instrument referred to in Section 5.4 by which an Employer other than the
Company evidences its adoption of the Plan.

                 SECTION 2.1(11).  "PARTICIPANT" shall mean each Employee of an
Employer whose Actual Pension Plan Benefit is reduced by reason of the Code
Limitations or an Earnings Reduction.  Each person who becomes a Participant
under this Plan shall be notified in writing of such fact by the Company.

                 SECTION 2.1(12).  "PENSION PLAN" shall mean The Allen Group
Inc. Corporate Retirement Plan as such plan may be amended from time to time.

                 SECTION 2.1(13).  "PLAN" shall mean The Allen Group Inc.
Restoration Plan, as it may be amended from time to time.

                 SECTION 2.1(14).  "SUPPLEMENTAL PENSION BENEFIT" shall mean
the retirement benefit determined under Section 3.1.


                                  ARTICLE III
                          SUPPLEMENTAL PENSION BENEFIT

                 SECTION 3.1.  AMOUNT OF SUPPLEMENTAL PENSION BENEFIT.  The
Supplemental Pension Benefit payable to a Participant or the Beneficiary of a
deceased Participant shall be a monthly retirement benefit equal to the
difference between (a) the amount of the
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monthly benefit payable to the Participant or his Beneficiary under the Pension
Plan, determined under the Pension Plan as in effect on the date of the
Participant's termination of employment with the Controlled Group (and payable
in the same optional form as his Actual Pension Plan Benefit) but calculated as
if the Pension Plan did not contain the Code Limitations and as if there was no
Earnings Reduction with respect to the Participant and (b) the amount of the
Actual Pension Plan Benefit.

                 SECTION 3.2.  TIME OF PAYMENT.  (a) A Participant's (or
Beneficiary's) Supplemental Pension Benefit shall commence at the same time and
under the same conditions as the benefits payable to the Participant (or
Beneficiary) under the Pension Plan.

                          (b)     Notwithstanding the foregoing, in the event
of the occurrence of an Accelerating Event, the Supplemental Pension Benefit
shall become immediately payable and shall be paid in the form of a lump sum
payment equal to the present value of the Participant's Supplemental Pension
Benefit (expressed as a single life annuity) as of the date of the Accelerating
Event.  Such lump sum amount shall be calculated by using the interest rate and
other actuarial assumptions of the Pension Plan used to determine lump sum
actuarial equivalents thereunder in effect on the date of the Accelerating
Event.  In the case of a Participant who has not attained age 55 as of the date
of an Accelerating Event, his Supplemental Pension Benefit as of the date of
the Accelerating Event shall be determined by reducing his Supplemental Pension
Benefit accrued to the date of the Accelerating Event that would be payable
commencing at age 55 to its actuarial equivalent as of the date of the
Accelerating Benefit using the same actuarial assumptions used to develop early
retirement reduction factors in the Pension Plan.

                 SECTION 3.3.  FORM OF PAYMENT.  Subject to Section 3.2(b), the
Supplemental Pension Benefit shall be payable in the same form and for the same
duration as the benefits payable to the Participant (or Beneficiary) under the
Pension Plan.

                 SECTION 3.4.  LIABILITY FOR PAYMENT.  The Employer by which
the Participant was employed at the time of his termination of employment with
the Controlled Group shall pay the Supplemental Pension Benefit to the
Participant and/or his Beneficiary, but such Employer's liability hereunder
shall be limited to its proportionate share of such Supplemental Pension
Benefit, determined as hereinafter provided.  If the Participant's Pension
Benefits payable to the Participant and/or his Beneficiary under the Pension
Plan are based on the Participant's employment with more than one Employer, the
amount of the Supplemental Pension Benefit shall be shared by all such
Employers (by reimbursement to the Employer making such payment) in such manner
as shall be determined by the Company, taking into consideration the
Participant's Credited Service and
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Annual Compensation paid by each such Employer and as will permit the deduction
(for purposes of federal income taxes) by each such Employer of its portion of
the payments made and to be made hereunder.


                                   ARTICLE IV
                             VESTING AND FORFEITURE

                 SECTION 4.1.  VESTING.  Subject to Section 4.2, a Participant
shall be vested in his Supplemental Pension Plan Benefit in accordance with the
vesting provisions of the Pension Plan.

                 SECTION 4.2.  TRANSFER OF CERTAIN BENEFITS FOLLOWING CHANGE IN
CONTROL.  Upon the termination of the employment of a Participant who also is a
party to a Supplemental Target Pension Benefit Agreement with his Employer,
within the two year period following a Change in Control, either by the
Participant for Good Reason or by the Participant's Employer other than (i) for
Cause or (ii) because the Participant is Disabled (as the terms "Good Reason",
"Cause" and "Disabled" are defined in such Supplemental Target Pension Benefit
Agreement), such Participant's Supplemental Pension Benefit and all rights
thereto shall be transferred to and paid pursuant to the Participant's
Supplemental Target Pension Benefit Agreement.


                                   ARTICLE V
                                 MISCELLANEOUS

                 SECTION 5.1.  LIMITATION ON RIGHTS OF PARTICIPANTS AND
BENEFICIARIES - NO LIEN.  This Plan is an unfunded, nonqualified plan and the
entire cost of this Plan shall be paid from the general assets of one or more
of the Employers.  No trust has been established for the Participants or
Beneficiaries.  No liability for the payment of benefits under the Plan shall
be imposed upon any officer, director, employee, or stockholder of an Employer.
Nothing contained herein shall be deemed to create a lien in favor of any
Participant or Beneficiary on any assets of any Employer.  The Employers shall
have no obligation to purchase any assets that do not remain subject to the
claims of the creditors of the Employers for use in connection with the Plan.
Each Participant and Beneficiary shall have the status of a general unsecured
creditor of the Employers and shall have no right to, prior claim to, or
security interest in, any assets of the Company or any Employer by reason of
this Plan.

                 SECTION 5.2.  NONALIENATION.  No right or interest of a
Participant or his Beneficiary under this Plan shall be anticipated, assigned
(either at law or in equity) or alienated by the Participant or his
Beneficiary, nor shall any such right or interest
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be subject to attachment, garnishment, levy, execution or other legal or
equitable process or in any manner be liable for or subject to the debts of any
Participant or Beneficiary.  If any Participant or Beneficiary shall attempt to
or shall alienate, sell, transfer, assign, pledge or otherwise encumber his
benefits under the Plan or any part thereof, or if by reason of his bankruptcy
or other event happening at any time such benefits would devolve upon anyone
else or would not be enjoyed by him, then the Company may terminate his
interest in any such benefit and hold or apply it to or for his benefit or the
benefit of his spouse, children or other person or persons in fact dependent
upon him, or any of them, in such a manner as the Company may deem proper;
provided, however, that the provisions of this sentence shall not be applicable
to the surviving spouse of any deceased Participant if the Company consents to
such inapplicability, which consent shall not unreasonably be withheld.

                 SECTION 5.3.  EMPLOYMENT RIGHTS.  Employment rights shall not
be enlarged or affected hereby.  The Employers shall continue to have the
right, subject to applicable law, to discharge or retire a Participant, with or
without cause.

                 SECTION 5.4.  INSTRUMENT OF ADOPTION.  Any member of the
Controlled Group may become an Employer hereunder with the written consent of
the Company if it executes an "Instrument of Adoption" evidencing its adoption
of the Plan and files a copy thereof with the Company.  Such Instrument of
Adoption may be subject to such terms and conditions as the Company requires or
approves.  An Employer who ceases to exist or who is no longer a member of the
Controlled Group shall automatically cease being a participating Employer
hereunder on the date of such event, and Participants who are employed by such
an Employer shall thereupon cease accruing any additional benefits hereunder
but shall be entitled to all benefits accrued up to such date.

                 SECTION 5.5.  ADMINISTRATION OF PLAN.

                 (a)  The Committee shall be responsible for the general
administration of the Plan and for carrying out the provisions hereof and, for
purposes of the Employee Retirement Income Security Act of 1974, as amended.
The Company shall be the plan sponsor and the plan administrator.  The
Committee shall interpret where necessary, in its reasonable and good faith
judgment, the provisions of the Plan and, except as otherwise provided in the
Plan, shall determine the rights and status of Participants and Beneficiaries
hereunder (including, without limitation, the amount of any Supplemental
Pension Benefit to which a Participant or Beneficiary may be entitled under the
Plan).

                 (b)  The Committee may, from time to time, delegate all or
part of its administrative powers, duties and authorities to such person or
persons, office or committee as it shall select.
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                 SECTION 5.6.  CLAIMS PROCEDURE.  Whenever there is denied,
whether in whole or in part, a claim for benefits under the Plan filed by any
person (herein referred to as the "Claimant"), the plan administrator shall
transmit a written notice of such decision to the Claimant, which notice shall
be written in a manner calculated to be understood by the Claimant and shall
contain a statement of the specific reasons for the denial of the claim and
statement advising the Claimant that, within 60 days of the date on which he
receives such notice, he may obtain review of such decision in accordance with
the procedures hereinafter set forth.  Within such 60-day period, the Claimant
or his authorized representative may request that the claim denial be reviewed
by filing with the plan administrator a written request therefor, which request
shall contain the following information:

                 (a)      the specific portions of the denial of his claim
         which the Claimant requests the plan administrator to review;

                 (b)      a statement by the Claimant setting forth the basis
         upon which he believes the plan administrator should reverse the
         previous denial of his claim for benefits and accept his claim as
         made; and

                 (c)      any written material which the Claimant desires the
         plan administrator to examine in its consideration of his position as
         stated pursuant to Subsection (b) above.

                 Within 60 days of the date the Claimant files the written
request for review, the plan administrator shall designate a named fiduciary to
conduct a full and fair review of the decision denying the Claimant's claim for
benefits.  Within 60 days of the date of such review, the named fiduciary shall
render its written decision on review, written in a manner calculated to be
understood by the Claimant, specifying the reasons and Plan provisions upon
which its decision was based.

                 SECTION 5.7.  EFFECT ON OTHER BENEFITS.  Benefits payable to
or with respect to a Participant under the Pension Plan or any other
Employer-sponsored (qualified or nonqualified) plan, if any, are in addition to
those provided under this Plan.

                 SECTION 5.8.  PAYMENT TO GUARDIAN.  If a benefit payable
hereunder is payable to a minor, to a person declared incompetent or to a
person incapable of handling the disposition of his property, the Company may
direct payment of such benefit to the legal guardian or legal representative of
such minor, incompetent or person.  The Company may require such proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate
prior to distribution of the benefit.  Such distribution shall completely
discharge the Employers from all liability with respect to such benefit.
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                 SECTION 5.9.  EFFECT OF QUALIFIED DOMESTIC RELATIONS ORDER.
In the event that any portion of a Participant's benefit under the Pension Plan
is allocated to an alternate payee pursuant to the terms of a qualified
domestic relations order, the Participant's Supplemental Pension Benefit
hereunder shall be calculated without taking into account such allocation.  In
no event may an alternate payee receive a distribution or an allocation of any
portion of a Supplemental Pension Benefit hereunder.

                 SECTION 5.10.  WITHHOLDING/TAXES.  To the extent required by
applicable law, the Company shall withhold from the Supplemental Pension
Benefit any taxes required to be withheld therefrom by a federal, state or
local government.

                 SECTION 5.11.  EXPENSES.  The Company shall pay all expenses
incurred in the administration and operation of the Plan.

                 SECTION 5.12.  ARBITRATION; LEGAL EXPENSES.  Any dispute or
controversy arising under or in connection with this Plan shall be settled
exclusively by arbitration, conducted before a panel of three arbitrators in
Cleveland, Ohio, in accordance with the rules of the American Arbitration
Association then in effect.  Judgment may be entered on the arbitrators' award
in any court having jurisdiction.  The expense of such arbitration, as well as
all other reasonable legal fees and expenses incurred by the Participant in
connection with the resolution of any dispute arising under this Plan, shall be
borne by the Participant unless the Participant is successful, in which case
such expenses and legal fees shall be borne by the Company. A Participant shall
be considered successful if the arbitrators rule in his favor as to some or all
of his claim.

                 SECTION 5.13.  SUCCESSORS AND ASSIGNS.  The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform the obligations
under this Plan in the same manner and to the same extent that the Company
would be required to perform them if no such succession had taken place.


                                   ARTICLE VI
                           AMENDMENT AND TERMINATION

                 SECTION 6.1.  AMENDMENT.  The Board of Directors of the
Company does hereby reserve the right to amend, at any time, any or all of the
provisions of the Plan for all Employers, without the consent of any other
Employer or any Participant, Beneficiary or any other person.  Any such
amendment shall be expressed in an instrument executed by an appropriate
officer of the Company and shall become effective as of the date designated in
such instrument or, if no such date is specified, on the date of its execution.
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                 SECTION 6.2.  TERMINATION.  (a)  The Board of Directors of the
Company does hereby reserve the right to terminate the Plan at any time for any
or all Employers, without the consent of any other Employer or of any
Participant, Beneficiary or any other person.  Such termination shall be
expressed in an instrument executed by an appropriate officer of the Company
and shall become effective as of the date designated in such instrument, or if
no date is specified, on the date of its execution.  Any other Employer which
shall have adopted the Plan may, with the written consent of the Board of
Directors of the Company, elect separately to withdraw from the Plan and such
withdrawal shall constitute a termination of the Plan as to it, but it shall
continue to be an Employer for the purposes hereof as to Participants or
Beneficiaries to whom it owes obligations hereunder.  Any such withdrawal and
termination shall be expressed in an instrument executed by an officer of the
terminating Employer and shall become effective as of the date designated in
such instrument or, if no date is specified, on the date of its execution.
Notwithstanding the foregoing, if an Employer ceases to exist or is no longer a
member of the Controlled Group, such action shall automatically constitute a
termination of the Plan as to such Employer.

                 (b)  Upon any termination of the Plan, each affected
Participant's Supplemental Pension Benefit shall be determined and distributed
to him (or his Beneficiary) as otherwise provided in Article III.

                 SECTION 6.3.  LIMITATIONS ON AMENDMENT AND TERMINATION.
Notwithstanding the foregoing provisions of this Article, no amendment or
termination of the Plan shall, without the consent of the Participant (or, in
the case of his death, his Beneficiary), adversely affect the vested
Supplemental Pension Benefit under the Plan of any Participant or Beneficiary
as such Benefit exists on the date of such amendment or termination.

                 SECTION 6.4.  EFFECT OF AMENDMENT AND TERMINATION.
Notwithstanding any provision of the Plan to the contrary, in the event of a
termination of the Plan, the Company, in its sole and absolute discretion,
shall have the right to accelerate the time and/or manner of distribution of
Supplemental Pension Benefits accrued hereunder (including Supplemental Pension
Benefits payable to Participants who are then retired and receiving
Supplemental Pension Benefits) including, without limitation, by providing for
the payment of a single lump sum payment to each Participant or Beneficiary
entitled to Supplemental Pension Benefits in an amount equal to the present
value of such Supplemental Pension Benefits.  Such lump sum amount shall be
calculated by using the interest rate and other actuarial assumptions of the
Pension Plan used to determine lump sum Actuarial Equivalents thereunder in
effect on the date of determination.  If the effect on a Participant of the
payment of any such lump sum amount is to increase the sum of the
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highest marginal federal, state and local income tax rates that apply to such
lump sum payment over the sum of the highest such rates that would apply to the
Participant's receipt of his Supplemental Pension Benefit in the form of a
single life annuity, the Company shall make an additional lump sum payment to
the Participant in an amount sufficient, on an after-tax basis, to eliminate
such effect.
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                 IN WITNESS WHEREOF, The Allen Group Inc. has executed this
Restoration Plan this _____ day of ________________, 1996.

                                        THE ALLEN GROUP INC.



                                        By:____________________________

                                           Title: