<PAGE>31
                                                           EXHIBIT 10.2


                       MARK IV INDUSTRIES, INC.
                   1996 INCENTIVE STOCK OPTION PLAN
                   _________________________________

                    First Amendment And Restatement
                   ________________________________


Recitals:

     On April 25, 1996, Mark IV Industries, Inc., a Delaware corporation with
offices at One Towne Centre, 501 John James Audubon Parkway, Amherst, New York
(the "Company") adopted a stock option plan which was intended to enable the
Company to grant incentive stock options (within the meaning of Section 422 of
the Internal Revenue Code) to officers and other key employees of the Company
and its subsidiaries.  This stock option plan, known as "The Mark IV
Industries, Inc. 1996 Incentive Stock Option Plan" (hereinafter the "Plan")
was approved by the stockholders of the Company on July 29, 1996.

     On May 30, 1996, the United States Securities and Exchange Commission
promulgated new rules under Section 16 of the Securities and Exchange Act of
1934 as amended.  As a result of these new rules, the Plan is no longer
required to prohibit transfers of options which have been granted under the
terms of the Plan in order for the grant of options under the Plan to be
exempt from the prohibition against short swing trading profits contained in
Section 16 of the Securities and Exchange Act of 1934 as amended.

     The Company now desires to amend and restate the provisions of the Plan
to permit Executive Officers of the Company to transfer options they have been
granted under the terms of the Plan to the extent that such options are not
"qualified" incentive stock options and to make certain other technical
changes to the terms of the Plan.

                            Consideration:

     NOW, THEREFORE, in consideration of the foregoing, the Company hereby
adopts the following as the First Amendment and Restatement of the Plan
effective as of July 29, 1996:
     
     1.    Purpose of Plan; Current Status of the Plan.

     The Mark IV Industries, Inc., 1996 Incentive Stock Option Plan
(hereinafter called the "Plan") is intended to provide officers and other key
employees of Mark IV Industries, Inc., a Delaware corporation (hereinafter
called the "Company") and officers and other key employees of each Subsidiary
of the Company as that term is defined in Section 3 below (hereinafter
individually referred to as a "Subsidiary" and collectively as "Subsidiaries")
with an additional incentive for them to promote the success of the business,
to increase their proprietary interest in the success of the Company and its
Subsidiaries, and to encourage them to remain in the employ of the Company or
its Subsidiaries.  The above aims will be effectuated through the granting of
certain stock options, as herein provided, which are intended to qualify as
Incentive Stock Options (hereinafter called "ISOs") under Section 422 of the
Internal Revenue Code of 1986, as the same has been and shall be amended
(hereinafter called the "Code").



<PAGE>32



     2.    Administration

     The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (hereinafter called the "Committee")
composed of not less than two (2) directors of the Company.  The Committee is
authorized to adopt such rules and regulations for the administration of the
Plan and the conduct of its business as may seem to it proper.

     Any action taken or interpretation by the Committee under any provision
of the Plan or any option granted hereunder shall be in accordance with the
provisions of the Code, and the regulations and rulings issued thereunder as
such may be amended, promulgated, issued, renumbered or continued from time to
time hereafter in order that the options granted hereunder shall, to the
fullest extent possible, constitute "incentive stock options" within the
meaning of the Code.  All action taken pursuant to this Plan shall be lawful
and with a view to obtaining for the Company and the option holder the maximum
advantages under the law as then obtaining, and in the event that any dispute
shall arise as to any action taken or interpretation by the Committee under
any provision of the Plan, then all doubts shall be resolved in favor of such
having been done in accordance with the said Code and such revenue laws,
amendments, regulations, rulings and provisions as may then be applicable. 
Any action taken or interpretation by the Committee under any provision of the
Plan shall be final.  No member of the Committee shall be liable for any
action, determination or interpretation under any provision of the Plan or
otherwise if done in good faith.

     3.    Participation

           The Committee shall determine which of the employees of the
Company and its Subsidiaries will receive options under the terms of this Plan
from among officers and other key employees of the Company and its
Subsidiaries (including, subject to the provisions of Section 422(c)(5) of the
Code, officers or other key employees possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company). 
Those individuals to whom options are granted under the terms of this Plan are
sometimes hereinafter referred to as "Optionees".  The Committee shall
determine the terms and provisions of the options granted hereunder (which
need not be identical), the time or times at which options shall be granted
and the number of shares of common stock of the Company (sometimes hereinafter
referred to as  "Common Stock") (or such number of shares of stock in which
the Common Stock may at any time hereafter be constituted), for which options
are granted.  Notwithstanding the foregoing, in no event shall the Committee
grant any options to the Company's Chief Executive Officer, any of the four
(4) most highly compensated officers, or any other employee of the Company if
the aggregate number of shares of Common Stock which can be purchased by any
such individual through the exercise of all options granted to him or her
under the Plan exceeds 300,000 shares of Common Stock, adjusted as provided
for in Section 5 hereof.  For purposes of this Plan, the term "Subsidiary"
shall mean any corporation which satisfies the definition of a "subsidiary
corporation" as contained in Section 424(f) of the Code and the term
"Subsidiaries" shall mean all corporations which satisfy the definition of a
"subsidiary corporation" as contained in Section 424(f) of the Code when, in
each case, for purposes of applying such definition, the "employer
corporation" is deemed to mean the Company.

<PAGE>33



           In selecting Optionees and in determining the number of shares for
which options are granted, the Committee may weigh and consider the following
factors:  the office or position of the Optionee and his/her degree of
responsibility for the growth and success of the Company, length of service,
remuneration, promotions and potential.  The foregoing factors shall not be
considered to be exclusive or obligatory upon the Committee, and the Committee
may properly consider any other factors which to it seems appropriate.

           An Optionee who has been granted an option under the Plan may be
granted additional options under the Plan if the Committee shall so determine.

           In no event shall any options be granted under this Plan at any
time after the termination date set forth at the end of this Plan.

     4.    Shares Subject to the Plan

           Subject to adjustment as provided in Section 5 of this Plan, the
aggregate number of reserved shares of Common Stock for which options may be
granted hereunder shall not exceed three million (3,000,000) shares,
determined as of April 24, 1996, (the effective date of this Plan); provided,
however, that as to shares subject to options which expire or terminate
pursuant to the provisions of this Plan without having been exercised in full,
such shares shall be considered to be available again for placement under
options granted thereafter under the Plan.  Shares issued pursuant to the
exercise of incentive stock options granted under the Plan shall be fully paid
and non-assessable.

     5.    Anti-Dilution Provisions

           The aggregate number of shares and the class of shares as to which
options may be granted under the Plan, the number and class of shares subject
to each outstanding option, the price per share thereof (but not the total
price), and the number of shares as to which an option may be exercised at any
one time, shall all be adjusted proportionately in the event of any change,
increase or decrease in the outstanding shares of Common Stock or any change
in classification of the Company's Common Stock without receipt of
consideration by the Company which results either from a split-up, reverse
split or consolidation of shares, payment of a stock dividend,
recapitalization, reclassification or other like capital adjustment so that
upon exercise of the option, the Optionee shall receive the number and class 
of shares that he would have received had he been the holder of the number of
shares of Common Stock for which the option is being exercised immediately
preceding such change, increase or decrease in the outstanding shares of
Common Stock of the Company.  Any such adjustment made by the Committee shall
be final and binding upon all Optionees, the Company, and all other interested
persons.  Any adjustment of an incentive stock option under this paragraph
shall be made in such manner as not to constitute a "modification" within the
meaning of Section 424(h)(3) of the Code.

           Anything in this Section 5 to the contrary notwithstanding, no
fractional shares or scrip representative of fractional shares shall be issued
upon the exercise of any option.  Any fractional share interest resulting from
any change, increase or decrease in the outstanding shares of Common Stock of
the Company or resulting from any reorganization, merger, or consolidation for
which adjustment is provided in this Section 5 shall disappear and be absorbed
into the next lowest number of whole shares, and the Company shall not be
liable for any payment for such fractional share interest to the Optionee upon
his exercise of the option.


<PAGE>34


     6.    Option Price

           The purchase price for each share of Common Stock which may be
acquired upon the exercise of each option issued under the Plan shall be
determined by the Committee at the time the option is granted, but in no event
shall such purchase price be less than one hundred percent (100%) of the fair
market value of the Company's Common Stock on the date of grant.  If the
Common Stock of the Company is listed upon an established stock exchange or
exchanges on the day the option is granted, such fair market value shall be
deemed to be the highest closing price of the Common Stock of the Company on
such stock exchange or exchanges on the day the option is granted, or if no
sale of the Company's Common Stock shall have been made on any stock exchange
on that day, on the next preceding day on which there was a sale of such
stock.

     7.    Option Exercise Periods

           a.   The time within which any option granted hereunder may be
exercised shall be, by its terms, not earlier than one (1) year from the date
such option is granted and not later than ten (10) years from the date such
option is granted.  Except as otherwise provided for herein, the Optionee must
remain in the continuous employment of the Company or any of its Subsidiaries
from the date of the grant of the option to and including the date of exercise
of option in order to be entitled to exercise his option.  Options granted
hereunder shall be exercisable in such installments and at such dates as the
Committee may specify.  Unless the Committee shall specify otherwise, the
right of each Optionee to exercise his option to purchase the number of shares
to which his option initially related shall accrue on a cumulative basis as
follows:

                (i).  the Optionee shall have the right to purchase one-
fourth (1/4) of the total number of shares of Common Stock which can be
purchased pursuant to the option (subject to adjustment as provided in Section
5 hereof) at the end of the one (1) year period following the date the option
is granted;

                (ii). the Optionee shall have the right to purchase an
additional one-fourth (1/4) of the total number of shares of Common Stock
which can be purchased pursuant to the option (subject to adjustment as
provided in Section 5 hereof) at the end of the two (2) year period following
the date the option is granted;

                (iii). the Optionee shall have the right to purchase an
additional one-fourth (1/4) of the total number of shares of Common Stock
which can be purchased pursuant to the option (subject to adjustment as
provided in Section 5 hereof) at the end of the three (3) year period
following the date the option is granted;

                (iv). the Optionee shall have the right to purchase the
remaining one-fourth (1/4) of the total number of shares of Common Stock which
can be purchased pursuant to the option (subject to adjustment as provided in
Section 5 hereof) at the end of the four (4) year period following the date
the option is granted.


<PAGE>35



           Continuous employment shall not be deemed to be interrupted by
transfers between the Subsidiaries or between the Company and any Subsidiary,
whether or not elected by termination from any Subsidiary and re-employment by
any other Subsidiary or the Company.  Time of employment with the Company
shall be considered to be one employment for the purposes of this Plan,
provided there is no intervening employment by a third party or no interval 
between employments which, in the opinion of the Committee, is deemed to break
continuity of service.  The Committee shall, at its discretion, determine the
effect of approved leaves of absence and all other matters having to do with
"continuous employment".  Where an Optionee dies while employed by the Company
or any of its Subsidiaries, his options may be exercised following his death
in accordance with the provisions of Section 10 below.

           b.   Notwithstanding the foregoing provisions of Section 7(a), in
the event the Company or the shareholders of the Company enter into an
agreement to dispose of all or substantially all of the assets or stock of the
Company by means of a sale, merger, consolidation, reorganization,
liquidation, or otherwise, or in the event a Change of Control (as hereinafter
defined) of the Company shall occur, all unexercised options granted hereunder
shall become immediately exercisable with respect to the full number of shares
subject to that option during the period commencing as of the date of
execution of such agreement and ending as of the earlier of (i) ten (10) years
from the date such option was granted, or (ii) ninety (90) days following the
date on which a Change in Control occurs or the disposition of assets or stock
contemplated by this sentence is consummated.  In addition, in the event that
substantially all the stock of any Subsidiary by whom an Optionee is employed
is sold or otherwise disposed of by merger, consolidation, reorganization,
liquidation or otherwise, or in the event that substantially all the assets of
any division of the Company or any division of any Subsidiary by whom the
Optionee is employed are sold or disposed of by means of a sale, merger,
consolidation, reorganization, liquidation or otherwise and, in connection
with any such asset sale, the Optionee's employment with the Company or the
Subsidiary (as the case may be) is terminated, the options of an Optionee
employed by such a division or Subsidiary shall, unless the Optionee remains
in the employ of the Company or any Subsidiary of the Company immediately
following any such sale or other disposition of stock or assets, become
immediately exercisable with respect to the full number of shares subject to
that option during the period commencing as of the date of execution of the
agreement providing for such sale or other disposition and ending as of the
earlier of (x) ten (10) years from the date such option was granted and (y)
ninety (90) days following the date on which the disposition of the assets or
stock contemplated by this sentence is consummated.  Ninety (90) days
following the consummation of any disposition of assets or stock referred to
in the preceding sentence, any unexercised options issued hereunder which have
become exercisable pursuant to this paragraph (or any unexercised portion
thereof) shall terminate and cease to be effective.  In addition, if any
disposition of assets or stock referred to in this paragraph occurs with
respect to substantially all the assets or stock of the Company or if a Change


<PAGE>36




in Control occurs, ninety (90) days following such disposition of assets or
stock or Change in Control, this Plan and any unexercised options issued
hereunder which have become exercisable pursuant to this paragraph (or any
unexercised portion thereof) shall terminate and cease to be effective, unless
provision is made in connection with such transaction for assumption of
options previously granted or the substitution for such options of new options
covering the securities of a successor corporation or an affiliate thereof,
with appropriate adjustments as to the number and kind of securities and
prices.

           c.   For purposes of this Plan, a "Change in Control" shall be
deemed to have occurred if:

                (i).  any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Act) of more than thirty percent (30%) of the then outstanding voting
stock of the Company, otherwise than through a transaction arranged by, or
consummated with the prior approval of its Board of Directors; or

                (ii). during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company (and any new director whose election to the Board of
Directors or whose nomination for election by the Company's shareholders was
approved by a vote of at least two thirds of the directors then still in
office who either were directors at the beginning of such period or whose
election or nomination for election was previously so approved) (hereinafter
referred to as the "Continuing Directors") cease for any reason to constitute
a majority thereof; or

                (iii). the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Company
immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity)
at least 80% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation (provided, however, that if prior to the merger or
consolidation, the Board of Directors of the Company adopts a resolution that
is approved by a majority of the Continuing Directors providing that such
merger or consolidation shall not constitute a "change in control" for
purposes of the Plan, then such a merger or consolidation shall not constitute
a "change in control"); or

                (iv). the shareholders of the Company approve an agreement
for the sale or disposition by the Company of all or substantially all the
assets of the Company.

<pae>37


           d.   Any change or adjustment made pursuant to the terms of this
Section 7 shall be made in such a manner so as not to constitute a
"modification" as defined in Section 424 of the Code, and so as not to cause
any incentive stock option issued under this Plan to fail to continue to
qualify as an incentive stock option as defined in Section 422(b) of the Code. 
Notwithstanding the foregoing, in the event that any such agreement shall be
terminated without consummating the disposition of said stock or assets, any
unexercised unaccrued portion of any option that had become exercisable solely
by reason of the provisions of this paragraph shall again become unaccrued and
unexercisable as of said termination of such agreement; subject, however, to
such portion of such option accruing pursuant to the normal accrual schedule
provided in the terms under which such option was granted.  Any exercise of
any portion of any option prior to said termination of said agreement shall
remain effective despite the fact that such portion became exercisable solely
by reason of the Company or its shareholders entering into said agreement to
dispose of the stock or assets of the Company or the stock or assets of any
Subsidiary of the Company, any division of the Company or any division of any
Subsidiary of the Company.

     8.    Exercise of Option

           Options shall be exercised as follows:

           a.   Notice and Payment.  Each option, or any installment
thereof, shall be exercised, whether in whole or in part, by giving written
notice to the Company at its principal office, (the "Exercise Notice") that
the Optionee intends to exercise all or part of any option he has been granted
and by paying to the Company the purchase price for the number of shares of
Common Stock of the Company which the Optionee desires to purchase at the
price per share (as adjusted) set forth in the option which the Optionee
desires to exercise.

           b.   The Exercise Notice: (i) shall state the identity of the
options being exercised (by reference to the date of the grant of the option);
(ii) shall state the number of shares to be purchased and the purchase price
to be paid; and (iii) shall contain representations on behalf of the Optionee
that he acknowledges that the Company is selling the shares being acquired by
him under a claim of exemption from registration under the Securities Act of
1933 as amended (hereinafter referred to as the "Act"), as a transaction not
involving any public offering; that he represents and warrants that he is
acquiring such shares with a view to "investment" and not with a view to
distribution or resale; and that he agrees not to transfer, encumber or
dispose of the shares unless:  (A) a registration statement with respect to
the shares shall be effective under the Act, together with proof satisfactory
to the Company that there has been compliance with applicable state law; or
(B) the Company shall have received an opinion of counsel in form and content
satisfactory to the Company to the effect that the transfer qualifies under
Rule 144 or some other disclosure exemption from registration and that no
violation of the Act or applicable state laws will be involved in such
transfer, and/or such other documentation in connection therewith as the
Company's counsel may in its sole discretion require.


<PAGE>38


           c.   Payment of the purchase price for shares of Common Stock to
be acquired in connection with the exercise of any options granted under this
Plan shall be made: (i) by delivery to the Company of cash or a certified or
bank check payable to the order of the Company in an amount equal to the
portion of the purchase price which is payable in connection with the exercise
of such option; (ii) by delivery to the Company of previously acquired shares
of the Company's Common Stock having an aggregate fair market value equal to
the portion of the purchase price which is payable in connection with the
exercise of such option, provided that such previously acquired shares of
Common Stock have been held by the Optionee for at least six (6) months or
such other period of time as may be required by the Committee at the time such
shares are delivered to the Company in connection with the Optionee's exercise
of his/her option hereunder; or (iii) by the Company's retention of a portion
of the shares of the Company's Common Stock to be issued in connection with
the exercise of such option, which shares of Common Stock have an aggregate
fair market value equal to the total exercise price payable for that number of
shares of the Company's Common Stock (including retained shares) which is to
be issued upon the exercise by the optionee of the number of options
identified by the optionee in the exercise notice.  If shares of the Company's
Common Stock are delivered (or retained by the Company) as payment of the
purchase price for shares of Common Stock to be acquired in connection with
the exercise of options granted hereunder, the shares of Common Stock which
are delivered (or retained by the Company) in payment of such purchase price
shall be equal to the fair market value (determined in accordance with the
principles set forth in Section 6 hereof) of the Common Stock on the day
immediately preceding the day on which such Common Stock is delivered (or
retained by the Company) in payment of the purchase price for shares of Common
Stock to be acquired in connection with the exercise of options granted
hereunder.

           d.   Issuance of Certificates.  Certificates representing the
shares purchased by the Optionee shall be issued as soon as practicable after
the Optionee has complied with the provisions of Section 8(a) hereof.

           e.   Rights as a Shareholder.  The Optionee shall have no rights
as a shareholder with respect to the shares purchased until the date of the
issuance to him of a Certificate representing such shares.

     9.    Assignment of Option

           a.   Subject to the provisions of Sections 9(b) and 10 hereof,
options granted under this Plan may not be assigned voluntarily or
involuntarily or by operation of law.  Any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of, or to subject to execution,
attachment or similar process, any incentive stock option, or any right
thereunder, contrary to the provisions hereof shall be void and ineffective,
shall give no right to the purported transferee, and shall, at the sole
discretion of the Committee, result in forfeiture of the option with respect
to the shares involved in such attempt.



<PAGE>39



           b.   Notwithstanding anything to the contrary contained in the
terms of the Plan as in effect at any time prior to the date hereof and
notwithstanding anything to the contrary contained in the terms of any
statement, letter or other document or agreement setting forth the terms and
conditions of any options previously issued pursuant to the terms of this
Plan, any and all Non-Qualified Options (as defined in Section 13 hereof)
previously issued to any officer of the Company (as defined in Rule 16a-l(f)
issued under the Securities and Exchange Act of 1934 (hereinafter an
"Executive Officer")) pursuant to the terms of the Plan and, subject to the
approval of the Committee, any Non-Qualified Options which may be granted or
issued to any Executive Officer of the Company at any time in the future
pursuant to the terms of the Plan shall be transferable by the Executive
Officer to whom such Non-Qualified Options have been or are granted to: (a)
the spouse, children or grandchildren of the Executive Officer (hereinafter
"Immediate Family Members"); (b) a trust or trusts for the exclusive benefit
of such Immediate Family Members: (c) a partnership or limited liability
company in which such Immediate Family Members are the only partners or
members; or (d) a private foundation established by the Executive Officer;
provided that (x) there may be no consideration for any such transfer; (y) in
the case of Non-Qualified Options which may be granted in the future, the
statement, letter or other document or agreement setting forth the terms and
conditions of any such Non-Qualified Options must be approved by the Committee
and must expressly provide for and limit the transferability of such Non-
Qualified Options to transfers which are permitted by the foregoing provisions
of this Section 9(b); and (z) any subsequent transfer of transferred Non-
Qualified Options shall, except for transfers occurring as a result of the
death of the transferee as contemplated by Section 10(e), be prohibited. 
Following the transfer of any Non-Qualified Options as permitted by the
foregoing provisions of this Section 9(b), any such transferred Non-Qualified
Options shall continue to be subject to the same terms and conditions
applicable to such Non-Qualified Options immediately prior to the transfer;
provided that, for purposes of this Plan, the term "Optionee" shall be deemed
to refer to the transfer.  Notwithstanding the foregoing, the events of
termination of employment of Section 10 hereof shall continue to be applied
with respect to the original Optionee for the purpose of determining whether
or not the Non-Qualified Options shall be exercisable by the transferee and,
upon termination of the original Optionee's employment, the Non-Qualified
Options shall be exercisable by the transferee only to the extent and for the
periods specified in Section 10 below.

     10.   Effect of Termination of Employment, Death or Disability
                                   

           a.   In the event of the termination of employment of an Optionee
during the two (2) year period after the date of issuance of an option to him
either by reason of (i) a discharge for cause, or (ii) voluntary separation on
the part of the Optionee and without consent of the Company or the Subsidiary
for whom the Optionee was employed, any option or options theretofore granted
to him under this Plan, to the extent not theretofore exercised by him, shall
forthwith terminate.



<PAGE>40


           b.   In the event of the termination of employment of an Optionee
(otherwise than by reason of death or retirement of the Optionee at his
Retirement Date) by the Company or by any of the Subsidiaries employing the
Optionee at such time, any option or options granted to him under the Plan to
the extent not theretofore exercised shall be deemed canceled and terminated
forthwith, except that, subject to the provisions of subparagraph (a) of this
Section, such Optionee may exercise any options theretofore granted to him,
which have not then expired and which are otherwise exercisable within the
provisions of Section 7 hereof, within three (3) months after such
termination.  If the employment of an Optionee shall be terminated by reason
of the Optionee's retirement at his Retirement Date from the Company or from
any of the Subsidiaries employing the Optionee at such time, the Optionee
shall have the right to exercise such option or options held by him to the
extent that such options have not expired, at any time within three (3) months
after such retirement.  The provisions of Section 7 to the contrary
notwithstanding, upon retirement, all options held by an Optionee shall be
immediately exercisable in full.  The transfer of an Optionee from the employ
of the Company to a Subsidiary of the Company or vice versa, or from one
Subsidiary of the Company to another, shall not be deemed to constitute a
termination of employment for purposes of this Plan.

           c.   In the event that an Optionee shall die while employed by
the Company or by any of the Subsidiaries or shall die within three (3) months
after retirement on his Retirement Date (from the Company or any Subsidiary),
any option or options granted to him under this Plan and not theretofore
exercised by him or expired shall be exercisable by the estate of the Optionee
or by any person who acquired such option by bequest or inheritance from the
Optionee in full, notwithstanding Section 7, at any time within one (1) year
after the death of the Optionee.  References hereinabove to the Optionee shall
be deemed to include any person entitled to exercise the option after the
death of the Optionee under the terms of this Section.

           d.   In the event of the termination of employment of an Optionee
by reason of the Optionees' disability, the Optionee shall have the right,
notwithstanding the provisions of Section 7 hereof, to exercise all options
held by him, to the extent that options have not previously expired or been
exercised, at any time within one (1) year after such termination.  The term
"disability" shall, for the purposes of this Plan, be defined in the same
manner as such term is defined in Section 105(d)(4) of the Internal Revenue
Code of 1986.

           e.   For the purposes of this Plan, "Retirement Date" shall mean
with respect to an Optionee, the date the Optionee actually retires from his
employment with the company or, if applicable, the Subsidiary by whom he is
employed; provided that such date occurs on or after the date the Optionee is
otherwise entitled to retire under the terms of the company's retirement plan
or, if applicable, the retirement plan of the Subsidiary by whom the Optionee
is employed.


<PAGE>41


     11.   Amendment and Termination of the Plan

           The Board of Directors of the Company may at any time suspend,
amend or terminate the Plan; provided, however, that except as permitted in
Section 12 hereof, no amendment or modification of the Plan which would:

           a.   increase the maximum aggregate number of shares as to which
options may be granted hereunder (except as contemplated in Section 5); or

           b.   reduce the option price or change the method of determining
the option price; or

           c.   increase the time for exercise of options to be granted or
those which are outstanding beyond the terms of ten (10) years; or

           d.   change the designation of the employees or class of
employees eligible to receive options under this Plan, may be adopted unless
with the approval of the holders of a majority of the outstanding shares of
Common Stock represented at a shareholders' meeting of the Company, or with
the written consent of the holders of a majority of the outstanding shares of
Common Stock.  No amendment, suspension or termination of the Plan may,
without the consent of the holder of the option, terminate his option or
adversely affect his rights in any material respect.

     12.   Incentive Stock Options Power to Establish Other Provisions.

           It is intended that the Plan shall conform to and (except as
otherwise expressly set forth herein) each option shall qualify and be subject
to exercise only to the extent that it does qualify as an "incentive stock
option" as defined in Section 422 of the Code and as such section may be
amended from time to time or be accorded similar tax treatment to that
accorded to an incentive stock option by virtue of any new Revenue Laws of the
United States.  The Board of Directors may make any amendment to the Plan
which shall be required so to conform the Plan.  Subject to the provisions of
the Code, the Committee shall have the power to include such other terms and
provisions in options granted under this Plan as the Committee shall deem
advisable.

     The grant of any options pursuant to the terms of this Plan which do not
qualify as "incentive stock options" (as defined in Section 422 of the Code)
as a result of the application of the $100,000 annual limitation contained in
Section 13 hereof is hereby approved provided that the maximum number of
shares of common Stock of the Company which can be issued pursuant to the
terms of this Plan (as provided for in Section 4 hereof) is not exceeded by
the grant of any such options and, to the extent that any options previously
granted pursuant to the terms of this Plan were not "incentive stock options"
within the meaning of Section 422 of the Code, the grant of such options is
hereby ratified, approved and confirmed.


<PAGE>42



     13.   Maximum Annual Value of Options Exercisable.

     Notwithstanding any provisions of this Plan to the contrary if:  (a) the
sum of: (i) the fair market value (determined as of the date of the grant) of
all options granted to an Optionee under the terms of this Plan which become
exercisable for the first time in any one calendar year; and (ii) the fair
market value (determined as of the date of the grant) of all options
previously granted to such Optionee under the terms of this Plan or any other
incentive stock option plan of the Company or its subsidiaries which also
become exercisable for the first time in such calendar year; exceeds (b)
$100,000; then, (c) those options shall continue to be binding upon the
Company in accordance with their terms but, to the extent that the aggregate
fair market of all such options which become exercisable for the first time in
any one calendar year (determined as of the date of the grant) exceeds
$100,000, such options (referred to, for purposes of this Plan, as "Non-
Qualified Options") shall not be deemed to be incentive stock options as
defined in Section 422 (b) of the Code.  For purposes of the foregoing, the
determination of which options shall be recharacterized as not being incentive
stock options issued under the terms of this Plan shall be made in inverse
order of their grant dates and, accordingly, the last options received by the
Optionee shall be the first options to be recharacterized as not being
incentive stock options granted pursuant to the terms of the Plan.


     14.   General Provisions

           a.   No incentive stock option shall be construed as limiting any
right which the Company or any parent or subsidiary of the Company may have to
terminate at any time, with or without cause, the employment of an Optionee.

           b.   The Section headings used in this Plan are intended solely
for convenience of reference and shall not in any manner amplify, limit,
modify or otherwise be used in the construction or interpretation of any of
the provisions hereof.

           c.   The masculine, feminine or neuter gender and the singular or
plural number shall be deemed to include the other whenever the content so
indicates or requires.

           d.   No options shall be granted under the Plan after ten (10)
years from the date the Plan is adopted by the Board of Directors of the
Company or approved by the stockholders of the Company, whichever is earlier.

     15.   Effective Date and Duration of the Plan

           The Plan will become effective as of April 24, 1996, assuming, as
required by Section 422 of the Code, the Plan is approved by the Shareholders
of the Company at the 1996 Annual Meeting.  The Plan will terminate on April
23, 2006 provided however, that the termination of the Plan shall not be
deemed to modify, amend or otherwise affect the term of any options
outstanding on the date the Plan terminates.



<PAGE>43



           IN WITNESS WHEREOF, the undersigned has executed this First
Amendment and Restatement of the Mark IV Industries, Inc. 1996 Incentive Stock
Option Plan for and on behalf of Mark IV Industries, Inc. this 29th day of
July, 1996.


                                             MARK IV INDUSTRIES, INC.

                                             By: /s/Richard L. Grenolds
                                                -----------------------
                                                Richard L. Grenolds
                                                 Vice President and
                                                  Chief Accounting Officer