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                                                                  EXHIBIT 10.125


"CIC" Agreement


     THIS AGREEMENT dated as of August 31, 1999, is made by and between
Brown & Sharpe Manufacturing Company, a Delaware Corporation, (the "Company")
and Edward D. DiLuigi, Corporate Vice President & General Manager, Measuring
Systems - U.S.A. and Wetzlar ("Executive").

     WHEREAS the Compensation and Nominating Committee of the Board of Directors
of the Company (the "Committee" and the "Board", respectively) recognizes that,
as is the case with many publicly held corporations, the possibility of a Change
in Control (as defined in the last Section hereof) exists and that such
possibility, and the resultant uncertainty as to the Executive's
responsibilities, compensation or continued employment, may result in the
departure or distraction of the Executive, and whereas the Board believes it is
important to the Company and the interests of its stockholders, should the
Company receive acquisition or combination proposals from outside parties, to
enable the Executive, without being distracted by the uncertainties of his own
employment situation, to perform his regular duties and to act objectively in
connection with any such proposals; and

     WHEREAS the Company considers it essential to the best interests of the
Company, its shareholders, and its employees generally to agree to provide the
benefits set forth below;

     NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the Company and the
Executive hereby agree as follows:

     1.       Defined Terms. The definition of capitalized terms used in this
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Agreement is provided in the last Section hereof.

     2.       Term of Agreement. This Agreement shall commence on the date
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hereof and shall continue in effect until terminated by written agreement
between the Company and the Executive or until the Executive's employment with
the Company has been terminated under circumstances not involving a Change in
Control.

     3.       Company's Covenants Summarized. In consideration of the
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Executive's covenants set forth in Section 4 hereof, the Company agrees, under
the conditions described herein, to pay the Executive the "Severance Payments"
described in Section 6.1 hereof and the other payments and benefits described
herein in the event the Executive's employment with the Company is terminated
following a Change in Control. No amount or benefit shall be payable under this
Agreement unless there shall have been (or, under the terms hereof, there shall
be deemed to have been) a termination of the Executive's employment with the
Company following a Change in Control. This Agreement shall not be construed as
creating an express or implied contract of employment prior to the date of a
Change in Control and, except as otherwise agreed in writing between the
Executive and the Company, the Executive shall not have any right to be retained
in the employ of the Company.

     4.       The Executive's Covenants. The Executive agrees that if the
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Company enters into an agreement described in Section 15(C)(v), or if there is a
public announcement described in Section 15(C)(vi), or if the Board adopts a
resolution described in Section 15(C)(vii), in each case regardless of whether
such agreement or the action or actions contemplated by such announcement or
resolution have yet resulted in a Change in Control, the Executive will, if
requested by the Company, remain in the employ of the Company until the earlier
of (A) a date specified in such request which is not later than three (3) months
after the date on which the actions ultimately resulting in a Change in Control
are consummated (but one (1) month if Section 15(C)(vi) is applicable), or (B)
the date of termination by the Executive of the Executive's employment for Good
Reason (determined, for purposes of this clause (B), without regard to Section
15(K)(a)) or by reason of death or Disability, or the efforts to effect a Change
in Control have been abandoned or terminated.

     5.       Compensation Other Than Severance Payment.
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     5.1.     Following a Change in Control, during any period that the
Executive fails to perform the Executive's full-time duties with the Company as
a result of incapacity due to physical or mental illness, the Company shall pay
the Executive's full salary to the Executive at the rate in effect at the
commencement of such period (or the rate in effect immediately prior to the
Change in Control, if higher), together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefit plan,
program or arrangement maintained by the Company during such period, until the
Executive's employment is terminated by the Company for Disability or the
Executive resumes full-time duties, subject to the other termination provisions
of this Agreement.

     5.2.     If the Executive's employment shall be terminated for any
reason following a Change in Control, the Company shall pay the Executive's full
salary to the Executive through the Date of Termination at the rate in effect at
the time the Notice of Termination is given (or the rate in effect immediately
prior to the Change in Control, if higher), together with all prorated
compensation and benefits payable to the Executive or creditable to his plan
account under the terms of any compensation or benefit plan, program or
arrangement maintained by the Company prior to the Date of Termination (or such
terms as in effect immediately prior to the Change in Control, if more favorable
to the Executive) were the Executive employed by the Company on the last day of
the year. In the case of the PIP payout, the amount to be paid shall be equal to
the larger of (i) the PIP amount that would be payable if all objectives were
met 100% (payout factor of 1.0) or (ii) the largest PIP amount paid to the
Executive during the past three years, in either case prorated for the period of
the Executive's employment during such year and paid in cash within 15 days of
the date of termination. In the case of the Perquisite Plan, the amount to be
paid out is such that, including amounts already paid to the Executive during
the calendar year of the Termination, 100% of the annual amount last awarded to
the Executive by the Committee prior to the Change in Control shall have been
paid to the Executive. In the case of the Company's Savings and Retirement Plan
for Management Employees ("SARP"), Employee Stock Ownership Plan and Trust
("ESOP"), the excess benefit restoration account under the Company's
Supplemental Executive Retirement Plan, the Company's Senior Executive
Supplemental Umbrella Pension Plan, and any other plan benefits under the first
sentence of this section for the year or period in which the Executive's
termination of employment occurs shall be determined without regard either to
the right of the Board to not authorize any contribution to the SARP, ESOP,
SERP, or other plan for that year or to any requirement in such plan or program
that the Executive continue employment until the end of such year or period and
as so determined shall be prorated for the period of the Executive's employment
during such year or period provided that if such contributions cannot validly be
made pursuant to the terms of the plans, then the amount that could not be so
contributed to the SARP, ESOP, or other plan shall be paid under this Agreement
in cash in a lump sum to the Executive within 15 days of the Date of
Termination. In the case of the Company's Long Term Deferred Cash Incentive Plan
(the "LTDCIP"), for purposes of the first sentence of this Section, there shall
be paid to the Executive in a cash lump sum payment within 15 days of the Date
of Termination an amount equal to the applicable pro rate portion, based on the
days of the Executive's employment in the year prior to the Date of Termination
of the award or credit that would have been credited to the Executive's account
under the LTDCIP for the calendar year in which the Date of Termination occurs
assuming, for such year, (i) the Company's Adjusted Pretax Profit (as defined in
the LTDCIP) had equaled the amount projected as Adjusted Pretax Profit in the
Company's latest "BNS Five Year Plan - Base Case" provided to the Company's
investment banker prior the Change in Control (or if not available, the best
equivalent), and (ii) the Executive's percentage award opportunity had equaled
the Executive's percentage award opportunity specified in the most recent award
to the Executive preceding the Change in Control.

   Upon a Change in Control, all options held by the Executive at such date
shall immediately vest and become exercisable and all restrictions on restricted
stock shall lapse, to the extent that such vesting or lapse has not occurred by
said date under the terms of the Equity Incentive Plan (or other applicable
plan).

     5.3.     If the Executive's employment shall be terminated for any reason
following a Change in Control, the Company shall pay the Executive's post-
termination compensation and benefits to the

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Executive as such payments become due, as determined under and paid in
accordance with the Company's retirement, insurance and other compensation or
benefit plans, programs and arrangements and agreements, including the plans
referred to in Section 5.2, other than this Agreement; provided, however, that
the Severance Payments under Section 6 of this Agreement shall be the only
severance and benefits paid or provided following a Change in Control for a
termination by the Executive with Good Reason or a termination by the Company
Without Cause unless the Executive elects within 30 days after the Termination
Date to take such other payments and benefits exclusively in lieu of the
Severance Payments under Section 6.

     6.       Severance Payments.
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     6.1.     Subject to Section 6.2 hereof, the Company shall pay the
Executive the payments and benefits described in this Section 6.1 ("Severance
Payments"), in addition to the applicable payments and benefits described in
Section 5 hereof, upon any termination after a Change in Control by the Company
Without Cause or by the Executive for Good Reason.



              (i)    Within 15 days of the Date of Termination, the Company
              shall make a lump sum cash payment to the Executive equal to
              twice (two times) the sum of (a) the higher of the Executive's
              annual base salary in effect immediately prior to the
              occurrence of the event or circumstance upon which the Notice
              of Termination is based or in effect immediately prior to the
              Change in Control, (b) the highest annualized (for a partial
              year of service) annual aggregate bonuses paid, or accrued to
              be paid if not then yet paid (or, in the event that the
              Executive has been recently hired and has not had a full
              fiscal year of employment and Profit Incentive Plan
              opportunity, then the higher of the amount paid in the prior
              year, recalculated as if the Executive had been employed for
              the full entire year, or the planned amount of Profit
              Incentive Plan bonus payout for the Executive for the year in
              which the termination occurs) to the Executive under the
              Profit Incentive Plan or its successor plan or by vote of the
              Board of Directors (or a committee thereof) or bonuses of
              Sales Incentive Compensation or other bonuses excluding any
              bonuses paid as part of the hiring process, in each case
              determined (except as provided above with respect to a
              recently hired Executive) over the period beginning with the
              fifth (5th) year preceding the year in which occurs the Change
              in Control and ending with the period in which occurs the Date
              of Termination, and (c) the highest of the Executive's
              Perquisite Plan award amount in effect immediately prior to
              the occurrence of the event or circumstance upon which Notice
              or Termination is based or in effect immediately prior to the
              Change in Control or the Perquisite Plan amount last paid to
              the Executive.

              (ii)   Within 15 days of the Date of Termination, the Company
              shall make an additional lump sum cash severance payment to
              the Executive equal to twice (two times) the annual level of
              contributions, credits or other benefits the Executive was
              receiving (or that were being made or were required to be made
              for the Executive's benefit) for the most recent applicable
              plan period prior to the Change in Control or prior to the
              Notice of Termination (whichever is more favorable to the
              Executive) under any employee benefits plan then existing
              including the SARP, the ESOP, the "excess benefit" restoration
              account under the Company's Supplemental Executive Retirement
              Plan, the Company's Senior Executive Supplemental Umbrella
              Pension Plan, the Company's matching contribution under its
              401(k) plan applicable to the Executive and (subject to the
              following sentence) the LTDCIP (and in each case any successor
              plan or arrangement), in each case based on the levels of
              compensation taken into account under Section 6.1(i). In the
              case of the LTDCIP the payment shall equal to an amount equal
              to the award credits that would have been credited to the
              Executive's account under the LTDCIP for the calendar year in
              which the Date of Termination occurs and for the succeeding
              year, assuming for each of such years, (i) the Company's
              Adjusted Pretax Profit (as defined in the LTDCIP) had equaled


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              the amount projected for the applicable year as Adjusted
              Pretax Profit (as defined in LTDCIP) in the Company's latest
              "BNS Five Year Plan - Base Case" provided to the Company's
              investment banker prior the Change in Control (or if not
              available, the best equivalent), and (ii) the Executive's
              percentage award opportunity had equaled the percentage award
              opportunity which was the Executive's most recent award level
              preceding the Change in Control.

For the period of twenty-four (24) months following the Date of Termination, the
     Company shall arrange to provide the Executive with any employee
     welfare benefits including health, dental, disability, life, and
     accident insurance benefits substantially similar to those which the
     Executive is receiving on the same premium cost share basis as was
     applicable to the Executive immediately prior to the Notice of
     Termination or the Change in Control, whichever is more favorable to
     the Executive (without utilizing or limiting the Executive's subsequent
     resort to COBRA rights under applicable laws and without giving effect
     to any reduction in such benefits subsequent to a Change in Control
     which reduction constitutes Good Reason). Benefits otherwise receivable
     by the Executive under any employee welfare benefits including health,
     dental, disability, life, and accident insurance pursuant to this
     Section 6.1(ii) shall be reduced to the extent comparable benefits are
     actually received by or made available to the Executive without cost or
     at a lower cost than was charged to the Executive prior to the Change
     in Control or the Notice of Termination (whichever is more favorable to
     the Executive) during the twenty-four (24) month period following the
     Executive's termination of employment (and any such benefits actually
     received or made available by the Executive shall be reported to the
     Company by the Executive). In the event that the Company self-insures
     with respect to one of these benefits, such as for example dental
     benefits, then the Executive shall be reimbursed for all dental
     expenses during the 24-month period that would have been reimbursed
     under the self-funded policy in effect prior to the Notice of
     Termination or the Change in Control, whichever is more favorable to
     the Executive. If the benefits provided to the Executive under this
     Section 6.1(ii) shall result in a decrease, pursuant to Section 6.2, in
     the Severance Payments and as a result the Section 6.1(ii) benefits are
     thereafter reduced pursuant to the immediately preceding sentence
     because of the receipt or availability of comparable benefits, the
     Company shall, at the time of such reduction, pay to the Executive the
     lesser of (a) the amount of the decrease made in the Severance Payments
     pursuant to Section 6.2, or (b) the maximum amount which can be paid to
     the Executive without being, or causing any other payment to be,
     nondeductible by reason of section 280G of the Code.

     6.2.     Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive's
employment (whether or not received pursuant to the terms of this Agreement or
otherwise) (all such payments and benefits, including option benefits and the
Severance Payments, being hereinafter called the "Total Payments") would be
subject in whole or in part to the Excise Tax, then the Severance Payments shall
be reduced to the extent, but only to the extent, necessary so that no portion
of the Total Payments is subject to the Excise Tax; provided, that no such
reduction shall be effected unless the net amount of the Total Payments after
such reduction in the Severance Payments and after deduction of the net amount
of federal, state and local income taxes on such reduced Total Payments would be
greater than the excess of (A) the net amount of the Total Payments without such
reduction in the Severance Payments but after deduction of the net amount of
federal, state and local income taxes (other than the Excise Tax) on such
unreduced Total Payments, over (b) the Excise Tax to which the Total Payments
are subject. The determination as to whether a reduction in Severance Payments
is to be made under this Section 6.2 and, if so, the amount of any such
reduction shall be made by the firm of certified public accountants that had
been acting as the Company's auditors prior to the Change in Control or by such
other firm of certified public accountants, benefits consulting firm or legal
counsel as the Board may designate for such purpose, with the approval of the
Executive, prior to the Change in Control.

     The Company shall provide the Executive with the auditor's calculations
of the amounts referred to in this Section 6.2 and such supporting materials as
are reasonably necessary for the Executive to

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evaluate the Company's calculations.

     6.3.     In the event of a termination following a Change in Control,
the Company also shall pay to the Executive all legal fees and expenses, if any,
incurred in disputing in good faith any such termination or in seeking in good
faith to obtain or enforce any payment, benefit or right provided by this
Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of section 4999 of the Code to any payment or
benefit provided hereunder). Such payments shall be made within five (5)
business days after delivery of the Executive's written requests for payment
accompanied with such evidence of fees and expenses incurred as the Company
reasonably may require.

     6.4.     During the period of two years from the Termination Date, the
Company shall engage, at the request of the Executive, made in writing in the
Termination Notice or within ten days of receipt by the Executive of a Notice of
Termination, a mutually agreed upon, full executive outplacement counseling
service of national reputation, reasonably proximate to the Executive's home or
home office, to assist the Executive in obtaining employment.

     7.       Termination Procedures and Compensation During Dispute.
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     7.1.     Notice of Termination. After a Change in Control, any purported
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termination of the Executive's employment (other than by reason of death) shall
be communicated by written Notice of Termination from one party hereto to the
other party hereto in accordance with Section 10 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated. Further, a Notice of Termination for Cause is required to include a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership (excluding the Executive, if a
Director) of the Board at a meeting of the Board which was called and held for
the purpose of considering such termination (after reasonable notice to the
Executive and an opportunity for the Executive, together with the Executive's
counsel, to be heard before the Board) finding that, in the good faith opinion
of the Board, the Executive was guilty of conduct set forth in clause (i) or
(ii) of the definition of Cause herein, and specifying the particulars thereof
in detail.

     7.2.     Date of Termination. "Date of Termination", with respect to any
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purported termination of the Executive's employment after a Change in Control
during the term of this Agreement, shall mean, subject to the provisions of
Section 7.3:

     (A)      if the Executive's employment is terminated for Disability, thirty
     (30) days after Notice of Termination is given (provided that the Executive
     shall not have returned to the full-time performance of the Executive's
     duties during such thirty (30) day period), and

     (B)      if the Executive's employment is terminated for any other reason,
     the date specified in the Notice of Termination which, in the case of a
     termination by the Company, shall not be less than thirty (30) days (except
     in the case of a termination for Cause) and, in the case of a termination
     by the Executive, shall not be less than fifteen (15) days nor more than
     sixty (60) days from the date such Notice of Termination is given.

     7.3.     Dispute Concerning Termination. If within fifteen (15) days after
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any Notice of Termination is given, the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute is
finally resolved, either by mutual written agreement of the parties, by
arbitrator's award, or, to the extent permitted by Section 14, by a final
judgment, order or decree of a court of competent jurisdiction on the
arbitrator's award (which is not appealable or with respect to which the time
for appeal therefrom has expired and no appeal has been perfected); provided
further that the Date of Termination shall be extended by a notice of dispute
only if such notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence.

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     7.4.     Compensation During Dispute. If a purported termination occurs
              ---------------------------
following a Change in Control and such termination is disputed in accordance
with Section 7.3 hereof, the Company shall continue to pay the Executive the
full compensation (including, but not limited to, salary) in effect when the
notice giving rise to the dispute was given and continue the Executive as a
participant in all compensation, benefit and insurance plans in which the
Executive was participating when the notice giving rise to the dispute was
given, until the dispute is finally resolved in accordance with Section 7.3
hereof. Amounts paid under this Section 7.4 are in addition to all other amounts
due under this Agreement (other than those due under Section 5.2 hereof) and
shall not be offset against or reduce any other amounts due under this
Agreement. In the event of such purported termination by the Company or the
Executive, the Executive need not provide any services to the Company and no
mitigation requirement shall apply.

     It is the intent of the Company that the Executive not be required to incur
the expenses associated with the enforcement of his rights under this Agreement
by an arbitration proceeding or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be extended to the
Executive hereunder. Accordingly, if the Executive determines in good faith that
the Company has failed to comply with any of its obligations under this
Agreement or if the Company or any other person takes any action to declare this
Agreement void or unenforceable, or institutes any litigation or arbitration
proceeding designed to deny, or to recover from the Executive the benefits
intended to be provided to the Executive hereunder or in the event of
arbitration proceedings instituted as contemplated by Section 7.3 above, the
Company confirms that it has irrevocably authorized the Executive from time to
time to retain counsel of his choice, at the expense of the Company as hereafter
provided, to represent the Executive in connection with the arbitration
proceeding provided for above (or in any other legal proceeding), whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction which may adversely affect
Executive's rights under this Agreement. Without limiting the provisions of
Section 7.3 above, the Company shall pay or cause to be paid and shall be solely
responsible for any and all attorneys' fees and related expenses incurred by the
Executive as a result of the Company's failure to perform this Agreement or any
provision thereof or as a result of the Company or any person contesting the
validity or enforceability of this Agreement or any provision thereof.

Interest at the rate of prime of The First National Bank of Boston (or its
     successor) plus 2 shall be payable monthly on all amounts due but not
     paid under this Agreement.

     8.       No Mitigation, etc. The Company agrees that, if the Executive's
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employment by the Company is terminated after a Change in Control, the Executive
is not required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Company pursuant to Section 6 or Section
7.4. Further, the amount of any payment or benefit provided for in Section 6
(other than the health or insurance benefits in Section 6.1(ii)) or Section 7.4
shall not be reduced by any compensation earned by the Executive as the result
of employment by another employer, by retirement benefits, by offset against any
amount claimed to be owed by the Executive to the Company, or otherwise.

     In the event that the Executive's employment is terminated by the
Company after a Change in Control without Cause or by the Executive for Good
Reason, the Executive shall not be required to refrain from competition with
Company or any subsidiary but shall not be entitled to use or disclose trade
secrets or confidential information of the Company or any subsidiary.

     9.       Successors; Binding Agreement.
              -----------------------------

     9.1.     In addition to any obligations imposed by law upon any successor
to the Company, the Company will require any successor (whether direct or
indirect, by purchase, merger or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to or promptly after the
effectiveness of any such succession, unless remedied within ten days after
written notice by the Executive to the Company, shall be a breach of this
Agreement and shall

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entitle the Executive to compensation from the Company in the same amount and on
the same terms as the Executive would be entitled to hereunder if the Executive
were to terminate the Executive's employment for Good Reason after a Change in
Control, except that, for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. In any event this agreement shall be binding upon the Company and
any successors or assignees.

     9.2.     This Agreement shall inure to the benefit of and be enforceable by
the Executive's guardian, personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.

     10.      Notices. For the purpose of this Agreement, notices and all other
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communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or when delivered or
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:

              To the Company:

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

              Attention:  Secretary

              To the Executive:

              Edward D. DiLuigi
              16 Reed Place
              East Greenwich, RI  02818

     11.      Miscellaneous. No provision of this Agreement may be modified or
              -------------
waived unless such waiver or modification is agreed to in writing and signed by
the Executive and such officer as may be specifically designated by the Board.
No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Delaware (other then its internal conflict of laws) and this
Agreement shall be an instrument under seal. All references to sections of the
Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections.

     Any payments provided for hereunder shall be paid net of any applicable
withholding required under federal, state or local law and any additional
withholding to which the Executive has agreed. The obligations of the Company
and the Executive under Sections 6, 7, 8 and 14 shall survive the expiration of
the term of this Agreement.

     The Company shall have no right of setoff against any payments required
to be made by the

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Company hereunder, and any claims by the Company against the Executive may not
be set off and must be made against the Executive in an independent proceeding.

     Nothing herein shall adversely affect any of the Executive's rights
under the terms of any option, employee benefit plan or agreement, including
without limitation the Long-Term Deferred Cash Incentive Plan, the Supplemental
Executive Retirement Plan, the Senior Executive Supplemental Umbrella Pension
Plan, the Company's Salary and Retirement Plan for Management Employees and the
Employee Stock Ownership Plan and Trust, or any offer letter or employment
agreement, subject to the controlling provisions of Sections 5.3 and 6.

     Nothing in this Agreement shall detract from or limit the Executive's
right to participate in any stock option, bonus or other plan which may become
applicable to executives of the Company resulting from any merger of
consolidation of the Company or sale of all or substantially all of the assets
of the Company.

     12.     Validity. The invalidity or unenforceability of any provision of
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this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In
addition, if any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be deemed modified
to the extent necessary to enable such provision to be valid and enforceable.

     13.     Counterparts. This Agreement may be executed in several
             ------------
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

     14.     Settlement of Disputes; Arbitration. All claims by the Executive
             -----------------------------------
for benefits under this Agreement shall be directed to the Board c/o the
Secretary of the Company and shall be in writing. Any denial by the Board of a
claim for benefits under this Agreement shall be delivered to the Executive in
writing and shall set forth the specific reasons for the denial and the specific
provisions of this Agreement relied upon. The Board then shall afford a
reasonable opportunity to the Executive for a review of the decision denying a
claim and shall further allow the Executive to appeal to the Board a decision of
the Board within sixty (60) days after notification by the Board that the
Executive's claim has been denied. Any further dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by
arbitration (except to the limited extent provided below) in Boston,
Massachusetts in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that the Executive shall be
entitled to seek specific performance of the Executive's right to be paid until
the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement by a proceeding in such
arbitration or by a proceeding for such relief in the federal court in Boston or
the Massachusetts state court in Suffolk County. Each party irrevocably submits,
with respect to the matter specified in the proviso to the immediately preceding
sentence, to the jurisdiction of the United States District Court for the
Commonwealth of Massachusetts and to the jurisdiction of the Massachusetts state
court of Suffolk County for the purpose of any suit or other proceeding arising
out of or based upon this Agreement or the subject matter hereof and agrees that
any such proceeding shall be brought or maintained only in such courts and
waives, to the extent not prohibited by applicable law, and agrees not to assert
in any such proceeding, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that any such proceeding brought or
maintained in a court provided for above may not be properly brought or
maintained in such court, should be transferred to some other court or should be
stayed or dismissed by reason of the pendency of some other proceeding in some
other court, or that this Agreement or the subject matter hereof may not be
enforced in or by such court.

     15.      Definitions. For purposes of this Agreement, the following terms
              -----------
shall have the meanings indicated below:

     (A)      "Board" shall have the meaning given it in the first "WHEREAS"
clause of this Agreement.

                                       8
<PAGE>

     (B)      "Cause" for termination by the Company of the Executive's
      employment, after any Change in Control, shall mean:

              (i)      intentional commission of theft, embezzlement, or other
              serious and substantial crimes against the Company, intentional
              wrongful engagement in competitive activity with respect to any
              business of the Company or its subsidiaries, or intentional
              wrongful commission of material acts in clear and direct
              contravention of instructions from the Board (or from the Chief
              Executive Officer with respect to officers other than the Chief
              Executive Officer); provided, however, that the termination for
              Cause shall have been approved or ratified by the Board after
              notice to the Executive, or

              (ii)     the willful engaging by the Executive in conduct which is
              demonstrably and materially injurious to the Company or its
              subsidiaries, monetarily or otherwise.

     For purposes of this definition, no act, or failure to act, on the
     Executive's part shall be deemed "willful" unless done, or omitted to
     be done, by the Executive not in good faith and without reasonable
     belief that the Executive's act, or failure to act, was in the best
     interest of the Company.

     (C)      A "Change in Control" shall be deemed to have occurred if the
     conditions set forth in any one of the following paragraphs shall have
     been satisfied.

              (i)      any "person" as such term is used in Sections 13(d) and
              14(d) of the Exchange Act (other than (1) the Company; (2) any
              wholly-owned or otherwise controlled subsidiary of the Company;
              (3) any trustee or other fiduciary holding securities under an
              employee benefit plan of the Company or of any subsidiary of the
              Company; or (4) any company owned, directly or indirectly, by the
              shareholders of the Company in substantially the same proportions
              as their ownership of capital stock of the Company), is or becomes
              the "beneficial owner" (as defined in Section 13(d) of the
              Exchange Act), together with all Affiliates and Associates (as
              such terms are used in Rule 12b-2 of the General Rules and
              Regulations under the Exchange Act) of such person, directly or
              indirectly, of securities of the Company representing 30% or more
              of the combined voting power of the Company's then outstanding
              securities; or

              (ii) the shareholders of the Company approve a merger or
              consolidation of the Company with any other company, other than
              (1) 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),
              in combination with the ownership of any trustee or other
              fiduciary holding securities under an employee benefit plan of the
              Company or any subsidiary of the Company, at least 65% of the
              combined voting power of the voting securities of the Company or
              such surviving entity outstanding immediately after such merger or
              consolidation; or (2) a merger or consolidation effected to
              implement a recapitalization of the Company (or similar
              transaction) in which no "person" (with the exception given and
              the method of determining "beneficial ownership" used in clause
              (1) of this definition) acquires more than 30% of the combined
              voting power of the Company's then outstanding securities; or

              (iii)    during any period of two consecutive years (not including
              any period prior to the execution of this Agreement), individuals
              who, at the beginning of such period, constitute 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 (i), (ii), or (iv) of this
              definition) 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

                                       9
<PAGE>

              whose election or nomination for election was previously so
              approved cease for any reason to constitute at least a majority
              thereof; or

              (iv)     the shareholders of the Company approve a plan of
              complete liquidation of the Company or an agreement for the sale
              or disposition by the Company of all or substantially all of the
              Company's assets; or

              (v)      the Company enters into an agreement, the consummation of
              which would result in the occurrence of a Change in Control,
              provided, however, that if such agreement requires approval by the
              Company's shareholders of the agreement or transaction or the
              satisfaction of other conditions, a Change in Control shall not be
              deemed to have taken place unless and until such approval is
              secured and all conditions are satisfied (but upon any such
              approval and the satisfaction of such conditions and the
              consummation of the transaction, a Change in Control shall be
              deemed to have occurred on the date of execution of such
              agreement); or

              (vi)     the Company or any person publicly announces an intention
              to take or to consider taking actions which, if consummated, would
              constitute a Change in Control, provided that a Change in Control
              will not be deemed to have taken place unless and until actions
              are taken that constitute a Change in Control (but upon the taking
              of any such actions a Change in Control shall be deemed to have
              occurred on the date of such announcement); or

              (vii)    the Board adopts a resolution to the effect that, for
              purposes of this Agreement, a Change in Control will occur upon
              the taking of certain action provided that the Change in Control
              shall not be deemed to have taken place unless and until such
              action is taken (but upon the taking of such action, a Change in
              Control shall be deemed to have occurred on the date of such
              resolution of the Board).

     (D)     "Code" shall mean the Internal Revenue Code of 1986, as amended
     from time to time.

     (E)     "Company" shall mean Brown & Sharpe Manufacturing Company and any
     successor to its business and/or assets which assumes and agrees to
     perform this Agreement by operation of law, or otherwise (except in
     determining, under Section 15(C) hereof, whether or not any Change in
     Control of the Company has occurred in connection with such
     succession).

     (F)     "Date of Termination" shall have the meaning stated in Section 7.2
     hereof.

     (G)     "Disability" shall be deemed the reason for the termination by the
     Company of the Executive's employment if, as a result of the Executive's
     incapacity due to physical or mental illness, the Executive shall have been
     absent from the full-time performance of the Executive's duties with the
     Company for a period of six (6) consecutive months, the Company shall have
     given the Executive a Notice of Termination for Disability, and, within
     thirty (30) days after such Notice of Termination is given, the Executive
     shall not have returned to the full-time performance of the Executive's
     duties.

     (H)    "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended from time to time.

     (I)    "Excise Tax" shall mean any excise tax imposed under section 4999
     of the Code or any successor section.

     (J)    "Executive" shall mean the individual named in the first paragraph
     of this Agreement.

     (K)    "Good Reason" for termination by the Executive of the Executive's
     employment shall

                                       10
<PAGE>

     mean the occurrence (without the Executive's express
     written consent), within not more than three years after the Change in
     Control, of any one of the following acts by the Company, or failures
     by the Company to act, unless, in the case of any act or failure to act
     described in paragraph (a), (d), (e), (f), (g), or (h), below, such act
     or failure to act is corrected prior to the Date of Termination
     specified in the Notice of Termination given in respect thereof:

            (a)      the assignment to the Executive of any duties inconsistent
                     with the Executive's status as a senior executive officer
                     of the Company or an adverse alteration in the nature or
                     status of the Executive's responsibilities, authority or
                     reporting relationships from those in effect immediately
                     prior to the Change in Control, as outlined on attached
                     Exhibit A, including, for the Chief Executive Officer,
                     Chief Financial Officer, Controller, Treasurer, Secretary
                     and Corporate Counsel and the Chief Information Officer,
                     the change in status from an officer of a "public company"
                     to an officer of a "private" company or a "public" company
                     in which another person owns more than 20% of the voting
                     power;

            (b)      a reduction by the Company in the Executive's annual base
                     salary as in effect on the date hereof or as the same may
                     be increased from time to time;

            (c)      the relocation of the Company's principal executive office
                     to a location more than twenty (20) miles from the location
                     of such office immediately prior to the Change in Control
                     or the Company's requiring the Executive to be based
                     anywhere other than the Company's principal executive
                     office, except for required travel on the Company's
                     business to an extent substantially consistent with the
                     Executive's present business travel obligations prior to
                     the Change in Control; provided that if the Executive was
                     not located prior to the Change in Control at the principal
                     executive office then such office where the Executive was
                     located shall be substituted for the term "principal
                     executive office";

            (d)      the failure, not corrected within five (5) days after
                     written notice thereof to the Company, by the
                     Company, without the Executive's consent, to pay to
                     the Executive any portion of the Executive's current
                     compensation, or to pay to the Executive any portion
                     of an installment of deferred compensation under any
                     deferred compensation program of the Company, within
                     seven (7) days of the date such compensation is due;

            (e)      the failure, not corrected within five (5) days after
                     written notice thereof to the Company, by the Company to
                     continue in effect any compensation plan (until its stated
                     expiration date) in which the Executive participated
                     immediately prior to the Change in Control which is
                     material to the Executive's total compensation, including
                     but not limited to the Company's Equity Incentive Plan, the
                     Profit Incentive Plan, the LTDCIP, the Supplemental
                     Executive Retirement Plan, the Senior Executive
                     Supplemental Umbrella Pension Plan, the SARP and the ESOP
                     (all of which plans are deemed material) or any substitute
                     plans adopted prior to the Change in Control, but in each
                     case only if such plan is one in which the Executive
                     participated immediately prior to the Change in Control,
                     unless a substantially equivalent equitable arrangement,
                     reasonably acceptable to the Executive (embodied in an
                     ongoing substitute or alternative plan) has been made with
                     respect to such plan, or the failure by the Company to
                     continue the Executive's participation therein (or in such
                     substitute or alternative plan) on a basis not materially
                     less favorable than the basis on which benefits were
                     provided or made available to the Executive prior to the
                     Change in Control. For purposes of the preceding provision,
                     it is understood that the LTDCIP is a Company before tax
                     profit based plan and that effective continuity of this
                     plan or any substantial equivalent to it by definition
                     requires with regard to the determination of the

                                       11
<PAGE>

                     benefit (i) continuity of the existing organizations within
                     the Company immediately prior to the Change in Control
                     whereby these revenue and profit generating capability of
                     each part and in total is no less than it was immediately
                     prior to the Change in Control, (ii) the accounting and
                     consolidation methodologies are equivalent and (iii) the
                     participant award factors remain unchanged, and (iv) change
                     of bases used in determining the annual participant award
                     credit or accrual within a fiscal year shall require use of
                     the new bases for the whole fiscal year. If any of the
                     above conditions (15(K)(e) (i), (ii), (iii) or (iv)) is not
                     satisfied, then the LTDCIP's continuity or equivalency may
                     only be achieved for purposes of this paragraph by
                     determining the annual participant award credit or accrual
                     based on the Company's planned Adjusted Pretax Profit (as
                     defined in the LTDCIP) for the applicable period per the
                     latest "BNS Five Year Plan - Base Case" provided to the
                     Company's investment banker prior to the Change in Control
                     (or if not available, the best equivalent thereof).

            (f)      the failure, not corrected within five (5) days after
                     written notice thereof to the Company, by the Company to
                     continue to provide the Executive with benefits
                     substantially similar to those enjoyed by the Executive
                     under any of the Company's pension, life insurance, medial,
                     health and accident, or disability plans in which the
                     Executive was participating at the time of the Change in
                     Control (other than changes required by law), the taking of
                     any action by the Company which would directly or
                     indirectly materially reduce any of such benefits or
                     deprive the Executive of any material fringe benefit
                     enjoyed by the Executive at the time of the Change in
                     Control, or the failure by the Company to provide the
                     Executive with the number of paid vacation days to which
                     the Executive is entitled in accordance with the Company's
                     normal vacation policy in effect prior to the Change in
                     Control;

            (g)      any purported termination of the Executive's
                     employment which is not effected pursuant to a Notice
                     of Termination satisfying the requirements of Section
                     7.1; and for purposes of this Agreement, no such
                     purported termination shall be effective; or

            (h)      any breach by the Company of any provision of this
                     Agreement, not corrected within 15 days after notice
                     by the Executive to the Company.

            The Executive's right to terminate the Executive's employment for
            Good Reason shall not be affected by the Executive's incapacity due
            to physical or mental illness. The Executive's continued performance
            shall not constitute consent to, or a waiver of rights with respect
            to, any act or failure to act constituting Good Reason hereunder.

     (L)    "Notice of Termination" shall have the meaning stated in Section
     7.1 hereof.

     (M)    "Person" shall have the meaning given in Section 3(a)(9) of the
     Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
     however, a Person shall not include:

            (i)      the Company,

            (ii)     a trustee or other fiduciary holding securities under
            an employee benefit plan of the Company, or

            (iii) a corporation owned, directly or indirectly, by the
            stockholders of the Company in substantially the same
            proportions as their ownership of stock of the Company.

     (N)    "Severance Payments" shall mean those payments and benefits
            described in Section 6.1

                                       12
<PAGE>

            hereof.

     (O)    "Terminate Without Cause" shall mean a termination by the Company,
            within not more than three years after the Change in Control, other
            than a termination upon death, disability or retirement at age 65
            (or such later age as may be established by the Board of Directors
            or the Compensation and Nominating Committee) or for Cause (as
            defined above  ).

     (P)    "Total Payments" shall mean those payments described in Section 6.2
             hereof.


         IN WITNESS WHEREOF, the undersigned parties have each executed or
caused this Agreement to be duly executed as of the date set forth above.

WITNESSED:                                  BROWN & SHARPE MANUFACTURING COMPANY



________________________            By _______________________________________
                                             Frank T. Curtin
                                    ------------------------
                                             Chairman of the Board of Directors,
                                             President, and Chief Executive
                                             Officer



WITNESSED:



________________________            __________________________________________
                                             Edward D. DiLuigi
                                             Corporate   Vice  President  &
                                             General Manager,
                                             Measuring Systems - U.S.A.
                                             and Wetzlar

                                       13
<PAGE>

                                                                       Exhibit A
                                                                       ---------

Position
--------

Corporate Vice President and General Manager, Measuring Systems - U.S.A. &
Wetzlar, Germany

Reporting and Responsibility
----------------------------

Reports to Group Vice President, Measuring Systems. Direct reports consist of
Shop Operations, Materials, Engineering, Quality, Product Management, Finance,
Human Resources, and Manufacturing Support in the U.S.A., and General Manager -
Brown & Sharpe Aftermarket Services, Americas; and General Manager
responsibility at Wetzlar's manufacturing facility. Responsible for worldwide
product profitability and asset management and management of total Factory
Operations at North Kingstown, Rhode Island, U.S.A. and Wetzlar, Germany.
Responsibilities also include the generation of planned revenues, design,
manufacture, and installation of the products at both manufacturing sites, along
with the management of Inventory, Cash, and the measurable business parameters.
Member of the P&O Committee.


Headquartered in North Kingstown, Rhode Island.

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