Exhibit 10.6




METAL
TEXTILES CORPORATION
 SUPPLEMENTAL
RETIREMENT AND DEATH BENEFIT PROGRAM
 (As
Amended and Restated)
 
 ARTICLE
I
 Purposes
 
 The
purposes of this Program are to enable Metal Textiles, by providing benefits
from executives which supplement existing employee security benefits, (a) to
retain in its employ personnel serving in Executive Positions and personnel in
lesser positions who hold promise for promotion to Executive Positions; and (b)
to enable Metal Textiles to attract to its employ persons of outstanding ability
to fill future vacancies in Executive Positions.
 
 ARTICLE
II
 Definitions
 
 The terms
used in this Program shall have the following meanings:
 
 2.1           “Board”
means the Board of Directors of Metal Textiles Corporation.
 
 2.2           “Designated
Beneficiary” means the person (which may be a Participant’s estate or a trust
created by the Participant) designated by a Participant to receive the
Supplemental Death Benefit or the balance of the Supplemental Retirement Benefit
payable after the Participant’s death in accordance with the provisions of this
Program.  The term “Designated Beneficiary” includes the estate of a
Participant in the event of the Participant shall have failed to designate a
beneficiary under this Program during his lifetime or in the event no such
beneficiary shall have survived the Participant
 
 2.3           “Early
Retirement” means Retirement at age 55 or thereafter prior to attaining age
65.
 
 2.4           “Employee”
means any person employed by Metal Textiles on a full-time permanent
basis.
 
 2.5           “Executive
Positions” means those employment positions presently classified by Metal
Textiles as Grade 10-15, inclusive, provided, however, nothing contained in this
Program shall be construed as preventing or limiting Metal Textiles or the
Board, for the purpose of this Program or otherwise, from modifying, eliminating
or establishing different employment classifications.
  
 
 2.6           “Insurer”
means the insurance company authorized by the Board from time to time to provide
funds to Metal Textiles to pay all or any portion of the benefits provided under
this Program.
 
 2.7           “Metal
Textiles” means Metal Textiles Corporation, a New York corporation, and those
subsidiaries of Metal Textiles Corporation, whether presently existing or
hereafter formed or acquired, which the Board shall determine to include in this
Program.
 
 2.8           “Normal
Retirement” means Retirement at age 65 or thereafter and includes “deferred
retirement” as such term is used in the Metal Textiles Corporation Employees’
Retirement Plan as presently constituted or as it may be amended
hereafter.
 
 2.9           “Participant”
means any Employee who meets the eligibility and insurability requirements
specified in Article III of this Program.
 
 2.10           “Program”
means the Metal Textiles Corporation Supplemental Retirement and Death Benefit
Program as presently constituted or as it may be modified or amended by the
Board hereafter.
 
 2.11           “Retirement”
means the retirement of a Participant from active service with Metal Textiles in
the manner contemplated by the Metal Textiles Corporation Employees’ Retirement
Plan as presently constituted or as it may be amended hereafter, but is not a
termination of employment as set forth in the exception in the first sentence of
Section 4.2 of such Retirement Plan.
 
 2.12           “Supplemental
Death Benefit,” “Supplemental Retirement Benefit,” “Supplemental Normal
Retirement Benefit,” “Supplemental Early Retirement Benefit,” “Full Supplemental
Early Retirement Benefit” and “Reduced Supplemental Early Retirement Benefit”
shall have the meanings assigned to such terms in Articles IV and V,
respectively.
 
 2.13           “Year
of Service” means 12 months of continuous full-time permanent employment by
Metal Textiles.  In computing Years of Service for the purpose of this
Program, all periods of full-time permanent employment shall be included,
whether rendered before or after the effective date of this
Program.  Leaves of absence which have been approved by an authorized
representative of Metal Textiles shall not be considered a break in continuity
of service in computing Years of Service.
 
 ARTICLE
III
 Eligibility
 
 Employees
who meet the following conditions are eligible to participate in this
Program:
  a)           Completion
of two Years of Service.
  
  b)           Hold
an Executive Position and be less than age 55 at either the effective date of
this Program or on the anniversary of the Employee’s second Year of Service
after the effective date of this Program.
  c)           At
such time as an Employee meets the conditions specified in subparagraphs (a) and
(b) — i.e., at either the effective date of this Program or the anniversary of
his second Year of Service after such effective date, as applicable — be
certified to Metal Textiles by the Insurer as “insurable” at standard premium
rates at the time in effect for persons of the particular Employee’s then
age.  If the particular Employee is certified as being “insurable”
only on a “rated” basis, the Employee may participate in the Program only on
such basis as the Board shall determine and any benefits so made available to
such “rated” Employee shall be in lieu of the benefits specified in Articles IV
and V of this Program.
 
 ARTICLE
IV
 Supplemental Death
Benefit
 
 Section
4.1.                      Circumstances of
Death:      In the event a Participant shall die
while in the service of Metal Textiles or after Retirement but prior to the time
when any payment on account of the Supplemental Retirement Benefit shall have
been made, Metal Textiles will pay to the Designated Beneficiaries of the
Participant, a Supplemental Death Benefit in the amount and at the times
specified in Section 4.3.  The Supplemental Death Benefit is in
addition to any insurance that may be payable to the Participant’s Designated
Beneficiaries under the Metal Textiles Corporation Group Insurance
Plan.
 
 Section
4.2.                      Benefit Amounts and Number
of Installments:     The total and installment
amounts of the Supplemental Death Benefit based on the Executive Position held
by a Participant at the date of his death and the number of installment payments
are set forth in the following table; provided, however, if the Participant dies
on or after his 55th
birthday, his beneficiary or his estate will receive only the amount of
Supplemental Death Benefit the Participant was eligible to receive on his
55th
birthday:
 
 Executive
                  Position
                
                Total
                  Amount
                
                Amount
      of
                  Each Installment
                
                Number
      of Installments
 Grade
      10
                  
                  $50,000
                  
                  $10,000
                  
                  5Grade
      11
                  
                  75,000
                  
                  10,000
                  *
                  7*Grade
      12
                  
                  100,000
                  
                  10,000
                  
                  10Grade
      13
                  
                  150,000
                  
                  15,000
                  
                  10Grade
      14
                  
                  200,000
                  
                  20,000
                  
                  10Grade
      15
                  
                  250,000
                  
                  25,000
                  
                  10
  * Final
installment (8th
installment) will be in the amount of $5,000.
  
 
 Section
4.3.                      Timing of
Installments:      The Supplemental Death
Benefit will be payable in the number of installments for each Executive
Position set forth in the table under the caption “Number of Installments” set
forth in Section 4.2.  The first installment will be payable 60 days
after Metal Textiles receives notice of a Participant’s death, except if the
Supplemental Death Benefit is payable to the Participant’s estate or the trustee
of a testamentary trust under the Participant’s will, the first installment will
be payable 30 days after Metal Textiles receives notice of the appointment of
the representative of the Participant’s estate or the testamentary trustee, as
applicable.  Thereafter, each installment will be paid on the
anniversary date of the participant’s death until the Supplemental Death Benefit
has been fully paid.  See Schedule 4.3 attached to and forming part of
this Program for the schedule of installment payments.
 
 ARTICLE
V
 Supplemental Retirement
Benefits
 
 Section
5.1.                      Normal Retirement:
     Upon the Normal Retirement of a Participant, a
Supplemental Normal Retirement Benefit equal to 75% of the total amount of the
Supplemental Death Benefit for the Participant at the date of his Retirement is
payable to the Participant in 40 equal consecutive quarterly installments, commencing on the first day
of the first calendar quarter after the date of Retirement, except if the
Participant retires in the last month of a calendar quarter, the first
installment will be paid on the first day of the second calendar month after the
date of Retirement.  For example, if a Participant retired on January
31, the first installment would be payable on the following April 1, but
Retirement on March 15 would result in the first installment being payable on
the following May 1.  For Participants certified as being “insurable”,
the following table sets forth the respective amounts of quarterly installments
based on Executive Positions:
 Grade
                  
                  Amount
      of
                    Quarterly
                    Installment 10
                      
                      $   937.5011
                      
                      1,406.2512
                      
                      1,875.0013
                      
                      2,812.5014
                      
                      3,750.0015
                      
                      4,687.50
 
 Notwithstanding
the foregoing, the total amount of Supplemental Normal Retirement Benefit that a
participant shall be entitled to receive may never exceed the total amount of
Supplemental Normal Retirement Benefit the Participant was eligible to receive
on his 55th
birthday.
  
 
 Section
5.2.                      Early
Retirement:
 
 a)           Full Supplemental Early
Retirement Benefit:     Upon the Early
Retirement of a Participant, a Full Supplemental Early Retirement Benefit equal
to the product of the following formula will be payable to the Participant
commencing after the Participant’s 65th
birthday in the number of installments and in accordance with the payment
schedule set forth in Section 5.1 to a Participant having at least 10 Years of
Service and 5 continuous years of participation in the Program (an approved
leave of absence shall not be deemed a break in continuity of participation and
shall be included in computing years of participation):
  ValuesA  =
      Amount of Participant’s Supplemental Normal Retirement
    BenefitB  =
      Participant’s actual number of Years of Service.*C  =
      Number of Years of Service assuming Participant’s Retirement at age
      65.*X  =
      Amount of Supplemental Early Retirement Benefit.*
      Rounded to the nearest whole year.FormulaA x
      B / C = X
 b)           Reduced Supplemental Early
Retirement Benefit:     Notwithstanding the
provisions of Section 5.2 (a), a Participant in his application for Early
Retirement may elect to receive a Reduced Supplemental Early Retirement Benefit
which shall be payable commencing on the first day of the first calendar quarter
after the date of Early Retirement, except if the date of Early Retirement is in
the last month of a calendar quarter, installment payments will commence on the
first day of the second calendar month after the date of Early
Retirement.  The total amount of the Reduced Supplemental Early
Retirement Benefit shall be calculated by subtracting from (A) the total amount
of the Full Supplemental Early Retirement Benefit for such Participant
[calculated as provided in Section 5.2 (a)], (B) the product of the following
multiplications:
 
 (.005 x
Total Amount of Participant’s Full Supplemental Early Retirement Benefit) x
Number of Calendar Months Early Retirement Date Precedes Participant’s 65th
Birthday.
 
 For the
purpose of calculating the number of months in the above formula, the month in
which the participant’s 65th
birthday occurs shall not be counted and the month in which the date of Early
Retirement occurs shall be counted.
 
 c)           Number of
Installments:     Each Supplemental Early
Retirement Benefit will be payable in 40 equal consecutive quarterly
installment.
  
 
 Section
5.3.                      Early Retirement
Application:      No Supplemental Early
Retirement Benefit shall be paid unless a Participant shall have completed an
application for the payment of such Benefit, in the form prescribed by Metal
Textiles, and such application shall have been submitted to and approved by the
Executive Committee of the Board.
 
 Section
5.4.                      Post-Retirement
Death:      In the event of a Participants death
after Retirement and the making of a payment on account of his Supplemental
Retirement Benefit but prior to the payment of all installments of such
Supplemental Retirement Benefit, the remaining installments will be paid to the
Participant’s Designated Beneficiaries, in Accordance with the installments
payment schedule set forth in Section 5.1.
 
 ARTICLE
VI
 Additional Conditions to
Payment of Benefits
 
 Section
6.1.                      Additional
Conditions:      In addition to the conditions
to the payment of Benefits set forth in Articles IV and V, the payment of a
benefit to a Participant or the Designated Beneficiary of a Participant under
this Program shall be made only if all of the following conditions, to the
extent applicable to the particular case, are fully satisfied at the time a
benefit installment is payable:
 
 a)           The
Participant’s employment shall not have been terminated, except by
Retirement.  An approved leave of absence, as specified in the
definition of “Year of Service” in Article II, shall not be deemed a termination
of employment for this purpose.
 
 b)           The
Participant shall not have engaged in any of the following conduct: (i)
engagement before or after Retirement, directly or indirectly, in the operation
or management of any business, whether as an officer, director, partner,
proprietor, employee or consultant, which, in the sole judgment of the Board, is
detrimental to or in competition with Metal Textiles; or (i) disclosure to an
unauthorized person of any confidential information or knowledge as to the
business affairs of Metal Textiles which the Participant received during the
time of his employment by Metal Textiles; or (iii) engagement in other conduct,
which in the sole judgment of the Board, is contrary to the best interests of
Metal Textiles.
 
 Section
6.2.                      Termination of
Rights:      In the event that any of the
conditions to payment set forth in Articles IV and V and in Section 6.1 shall
not be fully satisfied at the time that any benefit installment is to be paid to
a particular Participant or his Designated Beneficiary, or if the Participant
violates any of the conditions specified in Section  6.1 (b), then all
benefits standing to the Participant’s credit at such time shall lapse and be
credited to the general funds of Metal Textiles, and neither the Participant nor
any of his Designated Beneficiaries or legal representatives shall thereafter
have any rights under this Program.
  
 
 Section
6.3.                      Benefits Conditioned on
Insurance:      Inasmuch as the source of funds
for the payment of the benefits to be provided under this Program is to be
through insurance maintained by and payable to Metal Textiles, Metal Textiles
shall have no liability to pay any benefit if for any reason Metal Textiles is
not able to collect from the Insurer the amount necessary to fund the payment of
such benefit, including as the result of the termination of this Program
pursuant to Section 7.2.
 
 ARTICLE
VII
 Miscellaneous
 
 Section
7.1.                      Administration and
Interpretation:      Full power and authority to
construe, interprete and administer this Program is vested in the Board and its
decision shall be final, conclusive and binding upon all parties.  The
place of administration of this Program shall be conclusively deemed to be
within the State of New Jersey and the validity, construction, interpretation
and administration and effect of the Program and the rights of any and all
personnel having or claiming to have an interest therein or thereunder shall be
governed by and determined exclusively and solely in accordance with the laws of
the State of New Jersey.  Nothing contained in this Program and no
action taken by the Board pursuant to its provisions shall create or be
construed to create a trust of any kind, or a fiduciary relationship between
Metal Textiles or the Board, or either of them, and any Employee, Designated
beneficiary or other person.
 
 Section
7.2.                      Amendment or Termination of
Plan:      While Metal Textiles hopes to
continue this Program indefinitely, it reserves the right in the Board to amend,
modify, supplement, suspend or terminate this Program at any
time.  Accordingly, no Employee or any person claiming under or
through an Employee shall have any vested right or interest in this Program or
in any benefit provided hereunder or in any specific asset of Metal Textiles,
except to the extent that, after suspension or termination of the Program, (i)
Metal Textiles actually collects from the Insurer the money necessary to fund
the payment of any benefit which would have been paid upon the death or
retirement of a Participant but for such suspension or termination and (ii) all
conditions established by the Program for the payment of such benefit have then
been satisfied (other than conditions relating to Years of Service or years of
participation in the Program which must be satisfied prior to such suspension or
termination).
 
 Section
7.3.                      Designation of
Beneficiary:      A Participant may designate a
Designated Beneficiary or change such Beneficiary (without the consent of any
prior Designated Beneficiary) on a form provided by Metal Textiles and delivered
to it prior to the Participant’s death.
  
 
 Section
7.4.                      Limitation on
Liability:      No member of the Board shall be
liable with respect to this Program for any act, whether of commission or
omission, taken by any other member of the Board or by any officer, agent or
employee of Metal Textiles, nor, except in circumstances involving his own bad
faith, for anything done or omitted by himself.
 
 Section
7.5.                      Expenses of
Administration:      All expenses of the
administration of this Program shall be borne by Metal Textiles.
 
 Section
7.6.                      Nontransferability:
     The right of a Participant or any other person to
the payment of any benefit hereunder shall not be assigned, transferred, pledged
or encumbered and shall not be subject to execution, attachment or similar
process.  Any attempted assignment, transfer, pledge or encumbrance or
other disposition of such right, contrary to the foregoing provisions, or the
levy of any attachment or similar process thereon, shall be null and void and
without effect.
 
 Section
7.7.                      Effective Date:
     This Program shall become effective on such date
as it shall be declared effective by the Board.
 
 1997
AMENDMENT
  Effective
January 1, 1977, the Program is hereby terminated.  All Participants
as of the January 1, 1977 will continue to be eligible for benefits in
accordance with their employment status at such date, including those
participants not fully vested at such time.  Subsequent changes in a
Participant’s employment status will be in accordance with the provisions of the
Program, however, in no event will such benefits be increased from those
determined as of January 1, 1977.  Should a Participant fail to meet
the eligibility requirement of the Program at a later date, the Participant will
be eliminated from the Program in accordance with current
provisions.  All other provisions of the Program will remain as
currently provided.