Exhibit 10.4



                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
                             SCHEDULE OF EXECUTIVES

         The Supplemental Executive Retirement Agreement entered into
by certain executives of Mestek, Inc. are identical in all
respects, except for the name of the executive and the date of
execution.

         Set forth below is the identity of each  executive of Mestek,  Inc. who
is a signatory to the Supplemental Executive Retirement Agreement,  and the date
upon which the Agreement was executed by the executive.


                                                  Year of
Executive                                        Execution

James A. Burk                                       1997

R. Bruce Dewey                                      1997

John W. Kaddaras                                    1997

William S. Rafferty                                 1997

Stephen M. Shea                                     1997





                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


         THIS AGREEMENT, made and entered into as of this       day of
             , 19__, by and between Mestek, Inc., a Pennsylvania
corporation (the "Company"), and ____________, an individual
residing in the State of _________________ (the "Executive"),

         WITNESSETH THAT:

         WHEREAS, the Executive is employed by the Company; and

         WHEREAS, the Company recognizes the valuable services
heretofore performed and to be performed for it by the Executive;
and

         WHEREAS, the Executive wishes to be assured that he will be entitled to
a certain amount of additional  compensation  upon attaining age 65 and that his
beneficiary  will be entitled to a death benefit from and after the  Executive's
death; and

         WHEREAS,  the parties  hereto wish to provide the terms and  conditions
upon which the Company shall pay such  additional  compensation to the Executive
or death benefit to his beneficiary after the Executive's death; and

         WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded  arrangement,  maintained  primarily to provide  deferred  compensation
benefits for the  Executive,  a member of a select group of management or highly
compensated  employees of the Company,  for purposes of the Employee  Retirement
Income Security Act of 1974, as amended;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
promises herein contained, the parties hereto agree as follows:

         1.       RETIREMENT BENEFIT

                  If the  Executive  continues  in  employment  with the Company
         until he attains age 65, the  Company  shall pay the  Executive  $2,500
         each month,  commencing with the month following the month in which the
         Executive attains age 65, and payable for

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         life. Monthly payments shall be made to the Executive whether or not he
         continues  in  employment  with the  Company  after he attains  age 65.
         Except as provided in Sections 2(a),  2(b) and 3(a) below,  no benefits
         shall be  payable  hereunder  to or on  behalf of the  Executive  if he
         terminates employment with the Company for any reason before he attains
         age 65.  Except as  provided in Section 3 below,  no benefits  shall be
         payable  hereunder  to or on  behalf of the  Executive  on or after his
         death.

         2.       TERMINATION OF EMPLOYMENT

                  (a) In the event the  Executive's  employment with the Company
         is terminated prior to attaining age 65 due to Disability (as such term
         is defined  below),  the Company  shall pay the  Executive  $2,500 each
         month, commencing with the month in which the Executive attains age 65,
         and payable for life.  The monthly  benefits  described in this Section
         2(a) are in  addition  to, and not in lieu of, any other  benefits  the
         Executive  may  become  entitled  to  as a  result  of  his  Disability
         including,  but not  limited  to,  Social  Security  benefits  or other
         long-term  disability  benefits  provided by the Company.  "Disability"
         means total,  and presumably  permanent,  incapacity due to physical or
         mental  illness or accident  which either (i) entitles the Executive to
         benefits under the Company's long-term disability plan or (ii) entitles
         the Executive to disability  benefits under the Social  Security Act as
         in effect on his date of disability.

                  (b) In the event the  Executive's  employment with the Company
         is terminated prior to attaining age 65 due to Involuntary  Termination
         without Cause or Termination for Good Reason (as such terms are defined
         below),  the  Company  shall  pay  the  Executive  $2,500  each  month,
         commencing  with the month  following  the month in which the Executive
         attains age 65, and payable for life. "Involuntary  Termination without
         Cause"  means  termination  of  employment  by the Company for a reason
         other than (i) the Executive's death, (ii) the Executive's  Disability,
         or (iii)  Cause.  "Cause"  shall  mean  any  conduct  by the  Executive
         involving dishonesty or moral turpitude or any failure by the Executive
         to comply with any material term of any employment,  confidentiality or
         other  similar  agreement  with the Company to which the Executive is a
         party, which

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         conduct or failure is materially injurious to the Company,
         monetarily or otherwise.  "Termination for Good Reason" means
         the Executive's voluntary termination of employment

                           (i)  after a "change in control" (as defined in
                  (iii) below) of the Company because

                                    (A) he has been  assigned  to a position  of
                                    lesser rank or status or to a location other
                                    than Westfield,  Massachusetts,  without his
                                    consent; or

                                    (B) his annual base salary has been reduced;
                                    or

                                    (C) his benefits  have been reduced  (unless
                                    such  reduction is made  uniformly in a plan
                                    of  general   application   to  all  of  the
                                    Company's eligible employees); or

                           (ii)  because of a failure  of the  Company to comply
                  with  any  material   provision  of  this   Agreement  or  any
                  employment  agreement  with the Company to which the Executive
                  is a party which  failure  has not been cured  within ten days
                  after written notice of such  noncompliance  has been given by
                  the Executive to the Company.

                           (iii) For  purposes of this  Agreement,  a "change in
                  control"  shall mean the purchase or other  acquisition by any
                  person,  entity or group of  persons,  within  the  meaning of
                  section 13(d) or 14(d) of the Securities  Exchange Act of 1934
                  ("Act"), or any comparable successor provisions, of beneficial
                  ownership  (within the meaning of Rule 13d-3 promulgated under
                  the  Act) of 30  percent  or more of  either  the  outstanding
                  shares of common  stock or the  combined  voting  power of the
                  Company's then outstanding voting securities  entitled to vote
                  generally,  or the approval by the stockholders of the Company
                  of a reorganization,  merger, or consolidation,  in each case,
                  with  respect to which  persons who were  stockholders  of the
                  Company  immediately prior to such  reorganization,  merger or
                  consolidation do not, immediately thereafter,

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                  own more than 50 percent of the combined voting power entitled
                  to  vote  generally  in  the  election  of  directors  of  the
                  reorganized, merged or consolidated Company's then outstanding
                  securities,  or a liquidation or dissolution of the Company or
                  the sale of all or substantially all of the Company's assets.

                  (c) Except as provided in Section 3 below,  no benefits  shall
         be payable  under this Section 2 to or on behalf of the Executive on or
         after his death.

         3.       DEATH BENEFIT

                  (a) In the event the  Executive  dies before  attaining age 65
         and (i) while employed by the Company or (ii) after  becoming  eligible
         for monthly  benefits  under  Section 2, then the Company shall pay the
         Executive's  designated  beneficiary  $1,250 each month. In lieu of the
         monthly benefit described in the preceding  sentence,  if the Executive
         has a dependent  child on the date of his death and if the  Executive's
         designated  beneficiary  includes  either  his  surviving  spouse  or a
         dependent child, then the Company shall pay such designated beneficiary
         $2,500 each month until the month in which the youngest dependent child
         attains age 22,  and,  beginning  with the month in which the  youngest
         dependent  child attains age 22, the Company shall pay such  designated
         beneficiary   $1,250  each  month.   If  the   Executive's   designated
         beneficiary  is entitled to a death  benefit  under this Section  3(a),
         monthly payments shall be made to the designated beneficiary commencing
         with the month  following the month in which the  Executive  dies until
         the  earlier  to  occur  of the date  the  designated  beneficiary  has
         received   120  monthly   payments  or  the  date  of  the   designated
         beneficiary's  death.  Notwithstanding the preceding  sentence,  if the
         Executive's designated beneficiary is entitled to a death benefit under
         this Section 3(a) because the Executive  dies after  becoming  eligible
         for monthly benefits under Section 2(a), monthly payments shall be made
         to the designated  beneficiary  commencing  with the month in which the
         Executive  dies. In no event shall the  designated  beneficiary  of the
         Executive  receive  more  than  120  monthly  payments  hereunder.  For
         purposes  of this  Section  3,  "dependent  child"  means a natural  or
         adopted child of the Executive who at the time of

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         determination has not attained age 22 and who survives the
         Executive.

                  (b) In the event the Executive dies after attaining age 65 and
         while  receiving  monthly  payments under Section 1 or Section 2 above,
         the Company  shall pay his  designated  beneficiary a single sum amount
         equal to the present value of the monthly payments that would have been
         paid to the Executive under Section 1 or Section 2 above from and after
         the date of his death if he had  survived  until he reached  age 84 and
         then  died  immediately  thereafter.  For  purposes  of  the  preceding
         sentence, present value shall be determined using a 5% discount factor.

                  (c)  The  Executive's   "designated   beneficiary"  means  the
         individual  or  individuals  designated  by the  Executive in a written
         instrument  filed with the Company to receive any death  benefit  which
         shall be payable  under this Section 3. The  Executive  may change such
         designation of  beneficiary  from time to time by written notice to the
         Company.

         4.       NO TRUST CREATED

                  Nothing  contained  in this  Agreement,  and no  action  taken
         pursuant to its provisions by either party hereto, shall create, nor be
         construed  to create,  a trust of any kind or a fiduciary  relationship
         between the Company and the Executive,  his designated beneficiary,  or
         any other person.

         5.       BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS:
                  UNSECURED GENERAL CREDITOR STATUS OF EXECUTIVE

                  The payments to the Executive,  or his designated beneficiary,
         hereunder  shall be made from  assets  which  shall  continue,  for all
         purposes,  to be a part  of the  general,  unrestricted  assets  of the
         Company;  no person  shall have nor  acquire  any  interest in any such
         assets by virtue of the  provisions  of this  Agreement.  The Company's
         obligation  hereunder shall be an unfunded and unsecured promise to pay
         money in the future. To the extent that the Executive or his designated
         beneficiary acquires a right to receive payments from the Company under
         the provisions hereof, such right shall be no greater than the right of
         any unsecured general creditor

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         of the  Company;  no such  person  shall have nor  acquire any legal or
         equitable  right,  interest or claim in or to any property or assets of
         the  Company.  The  preceding  provisions  of this Section 5 shall not,
         however,  prevent the Company from  purchasing  an annuity  contract or
         insurance contract to provide any benefits hereunder and from expressly
         transferring in writing such annuity contract or insurance  contract to
         Executive or his  designated  beneficiary,  with his or his  designated
         beneficiary's  consent,  whichever is applicable,  in exchange for such
         person's rights under this Agreement and in full satisfaction thereof.

         6.       CLAIMS PROCEDURE

                  (a) If the Executive or his  designated  beneficiary  believes
         that such individual is being denied a benefit to which such individual
         is  entitled  under  this  Agreement  (hereinafter  referred  to  as  a
         "Claimant"),  the Claimant may file a written  request for such benefit
         with  the  Company,  setting  forth  his  claim.  The  request  must be
         addressed  to the  Chairman of the Board of Directors of the Company at
         its then principal place of business.

                  (b) Upon  receipt of a claim,  the  Company  shall  advise the
         Claimant that a reply will be forthcoming within ninety days and shall,
         in fact,  deliver  such reply  within such  period.  The  Company  may,
         however,  extend the reply  period for an  additional  ninety  days for
         reasonable  cause.  If the  claim is  denied  in whole or in part,  the
         Company shall adopt a written opinion setting forth:

                           (i)  The specific reason or reasons for such denial;

                           (ii) The specific  reference to pertinent  provisions
                  of the Agreement on which such denial is based;

                      (iii)  A  description  of  any   additional   material  or
                  information  necessary  for the  Claimant to perfect his claim
                  and an  explanation  why such material or such  information is
                  necessary;


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                           (iv)  Appropriate  information  as to the steps to be
                  taken if the  Claimant  wishes to submit the claim for review;
                  and

                           (v) The time  limits for  requesting  a review  under
                  Section 6(c) and for review under Section 6(d) hereof.

                  (c) Within sixty days after the receipt by the Claimant of the
         written opinion  described  above,  the Claimant may request in writing
         that  the  Company  review  its  determination.  Such  request  must be
         addressed to the Chairman of the Board of Directors of the Company,  at
         its  then  principal  place  of  business.  The  Claimant  or his  duly
         authorized  representative  may,  but need not,  review  the  pertinent
         documents and submit  issues and comments in writing for  consideration
         by the  Company.  If the  Claimant  does not  request  a review  of the
         Company's  determination  within  such  sixty day  period,  he shall be
         barred and estopped from challenging the Company's determination.

                  (d) Within sixty days after the Company's receipt of a request
         for review,  it will review its  determination.  After  considering all
         materials presented by the Claimant,  the Company will render a written
         opinion  setting  forth  the  specific  reasons  for the  decision  and
         containing  specific  references  to the  pertinent  provisions  of the
         Agreement  on which the  decision  is based.  If special  circumstances
         require that the sixty day time period be extended, the Company will so
         notify the  Claimant  and will render the decision as soon as possible,
         but no later than one hundred  twenty  (120) days after  receipt of the
         request for review.

         7.       NON-ASSIGNABILITY OF BENEFITS

                  Neither the Executive, nor his designated beneficiary, nor any
         other  person  shall  have any  power or  right  to  transfer,  assign,
         anticipate,  hypothecate  or otherwise  encumber any part or all of the
         amounts  payable   hereunder,   which  are  expressly  declared  to  be
         non-assignable and  non-transferable.  Any such attempted assignment or
         transfer shall be void and shall terminate this Agreement;  the Company
         shall thereupon have no further liability hereunder.  No amount payable
         hereunder shall, prior to actual payment thereof, be

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         subject to seizure by any creditor of the  Executive or his  designated
         beneficiary for the payment of any debt,  judgment or other obligation,
         by a proceeding at law or in equity,  nor be  transferable by operation
         of law in the  event  of the  bankruptcy,  insolvency  or  death of the
         Executive, or his designated beneficiary.

         8.       AMENDMENT

                  This Agreement may not be amended, altered or modified, except
         by  a  written  instrument  signed  by  the  parties  hereto  or  their
         respective  successors,  and may not be otherwise  terminated except as
         provided herein.



         9.       BINDING EFFECT

                  This  Agreement  shall be  binding  upon the  Company  and its
         successors  and assigns,  and the  Executive,  his  successors,  heirs,
         executors, legal representatives, administrators and beneficiaries.

         10.      NOTICES

                  Any  notice,  required  or  permitted  to be given  under  the
         provisions of this Agreement  shall be in writing,  and shall be signed
         by the party  giving or making the same.  If such notice is mailed to a
         party hereto, it shall be sent by United States certified mail, postage
         prepaid,  addressed to such party's last known  address as shown on the
         records  of the  Company  or,  in the  case of the  Company,  its  then
         principal  place of business.  The date of such mailing shall be deemed
         the date of notice.

         11.      GOVERNING LAW

                  This Agreement and the rights of the parties hereunder,  shall
         be governed by and construed in  accordance  with the laws of the State
         of Massachusetts.




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         12.      WITHHOLDING

                  The Company may withhold from any payments required to be made
         under this Agreement,  such amounts which must be withheld  pursuant to
         applicable  federal,  state or local tax or similar  laws or amounts to
         pay the applicable Executive portions of the cost of any retiree health
         or life  insurance  programs for which the Executive or his  designated
         beneficiary is eligible.

         13.      FACILITY OF PAYMENT

                  In the event the Executive or his  designated  beneficiary  is
         declared  incompetent and a conservator or other person legally charged
         with the care of their  person  or of their  estate is  appointed,  any
         benefits  under this Agreement to which the Executive or his designated
         beneficiary  is  entitled  shall be paid to such  conservator  or other
         person  legally  charged with the care of their person or their estate.
         Except as provided in the preceding  sentence,  when the Company in its
         sole  discretion  determines  that  the  Executive  or  his  designated
         beneficiary is unable to manage his financial affairs,  the Company may
         make payments under this Agreement to any person for the benefit of the
         Executive or his designated beneficiary.


         14.      INFORMATION

                  The  Executive or his  designated  beneficiary  shall keep the
         Company  informed of his  current  address.  The  Company  shall not be
         obligated to search for the whereabouts of any person.

         15.      SEVERABILITY

                  If, for any reason,  any  provision of this  Agreement is held
         invalid,  such invalidity  shall not affect any other provision of this
         Agreement not held so invalid,  and each other  provision  shall to the
         full extent  consistent with law continue in full force and effect.  If
         any  provision of this  Agreement  shall be held invalid in part,  such
         invalidity  shall in no way affect the rest of such  provision not held
         so invalid and the rest of such provision, together with all

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         other provisions of this Agreement, shall to the full extent consistent
         with law continue in full force and effect.

         16.      ENTIRETY OF AGREEMENT

                  This  Agreement  constitutes  the  entirety  of the  agreement
         between the Executive and the Company  concerning the benefits provided
         hereunder.


         17.      FINAL DECISIONS

                  The Company, in its sole discretion,  shall have full power to
         construe,  interpret  and  administer  this  Agreement and to make each
         determination  provided for in this Agreement.  All determinations made
         by  the  Company  shall  be  conclusive  upon  the  Executive  and  his
         designated beneficiary.

         18.      NO REDUCTION

                  This Agreement shall not diminish or reduce any benefits
         payable to or on behalf of Executive under the Mestek, Inc.
         Retirement Savings Plan.  This Agreement and the benefits, if
         any, provided hereunder shall be in addition to, and not in
         lieu of or in derogation of, benefits provided under the
         Mestek, Inc. Retirement Savings Plan.

         19.      NO GUARANTEE OF EMPLOYMENT

                  Nothing  contained  herein shall be construed as a contract of
         employment  or deemed to give the Executive the right to be retained in
         the  employ  of the  Company  or to  interfere  with the  rights of the
         Company to discharge the Executive at any time, with or without cause.

         20.      GENDER AND NUMBER

                  The  masculine   pronoun   wherever  used  shall  include  the
         feminine.  Wherever  any words are used  herein in the  singular,  they
         shall be  construed  as though they were also used in the plural in all
         cases where they shall so apply.



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         21.      HEADINGS

                  The headings of sections of this Agreement are for convenience
         of  reference  only  and in  case  of any  conflict  the  text  of this
         Agreement, rather than such headings, shall control.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, as of the day and year first above written.

                               MESTEK, INC.


                               By

                               Its


ATTEST:










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