UNOVA,
      INC.




SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN




(AS
      AMENDED MARCH 30,  2007)




THIS
      PLAN CONTAINS ARBITRATION CLAUSES








UNOVA,
        INC.
 SUPPLEMENTAL
        EXECUTIVE RETIREMENT PLAN
 (AS
        AMENDED MARCH 30,  2007)
  TABLE
        OF CONTENTS


**PAGE****ARTICLE
                  I**
              
              **INTRODUCTION
                  AND PURPOSE**
              
              
              1**ARTICLE
                  II**
              
              **DEFINITIONS**
              
              
              1Section
              
              2.1
              
              Active
                  Participant
              12.2
              
              Actuarial
                  Equivalent
              12.3
              
              Average
                  Earnings
              22.4
              
              Base
                  Compensation Amount
              32.5
              
              Beneficiary
                  or Beneficiaries
              32.6
              
              Board
              32.7
              
              Bonus
                  or Bonuses
              42.8
              
              Business
                  Combination
              42.9
              
              Change
                  of Control
              42.10
              
              Chief
                  Executive Officer
              52.11
              
              Chief
                  Financial Officer
              52.12
              
              Code
              52.13
              
              Committee
              52.14
              
              Company
              62.15
              
              Death
                  Benefit
              62.16
              
              Dependent
                  Children
              62.17
              
              Director
              62.18
              
              Disability
                  or Disabled
              62.19
              
              Disability
                  Benefit
              62.20
              
              Distribution
                  Date
              72.21
              
              Employee
                  Benefits Agreement
              72.22
              
              ERISA
              72.23
              
              Exchange
                  Act
              72.24
              
              Litton
              72.25
              
              Leave
                  of Absence
              72.26
              
              Normal
                  Form
              72.27
              
              Offset
                  Amount
              72.28
              
              Outstanding
                  Company Common Stock
              82.29
              
              Participant
              82.30
              
              Person
              82.31
              
              Qualified
                  Plan
              82.32
              
              Retired
                  Participant
              82.33
              
              Retirement
                  Benefit
              82.34
              
              Special
                  Administrators
              82.35
              
              Successor
                  or Successors
              82.36
              
              Supplemental
                  Plan
              92.37
              
              Trust
              92.38
              
              Trustee
              92.39
              
              Trust
                  Agreement
              92.40
              
              Western
                  Atlas
              92.41
              
              Western
                  Atlas Plan
              92.42
              
              Years
                  of Service
              9
  i
 **ARTICLE
                  III**
              
              **PARTICIPATION**
              
              
              10Section
              
              3.1
              
              General
              103.2
              
              Entry
                  and Continuing Participation
              10**ARTICLE
                  IV**
              
              **RETIREMENT
                  BENEFITS**
              
              
              10Section
              
              4.1
              
              Eligibility
                  for Retirement Benefit
              104.2
              
              Retirement
                  Benefit Formula
              114.3
              
              Vesting
                  in Retirement Benefit
              114.4
              
              Retirement
                  Benefit Forms
              114.5
              
              Normal
                  Form of Retirement Benefit
              124.6
              
              Alternative
                  Forms of Benefit
              12**ARTICLE
                  V**
              
              **BENEFITS
                  UPON PARTICIPANT'S DEATH**
              
              
              13Section
              
              5.1
              
              Eligibility
                  for Death Benefit
              135.2
              
              Death
                  Benefit
              135.3
              
              Spouse
                  Retirement Benefit
              135.4
              
              Change
                  of Control
              14**ARTICLE
                  VI**
              
              **BENEFITS
                  OF DISABLED PARTICIPANTS**
              
              
              14Section
              
              6.1
              
              Eligibility
                  for Disability Benefit
              146.2
              
              Disability
                  Formula
              146.3
              
              Vesting
                  Disability Benefit
              146.4
              
              Disabled
                  Participant's Retirement Benefit
              14**ARTICLE
                  VII**
              
              **ELECTIONS,
                  CLAIMS, COMMENCEMENT OF PAYMENTS AND BENEFICIARY
                  DESIGNATIONS**
              
              
              14Section
              
              7.1
              
              General
              147.2
              
              Commencement
                  of Payments
              157.3
              
              Form
                  of Benefit Elections
              157.4
              
              Beneficiaries
              157.5
              
              Failure
                  to Claim
              16**ARTICLE
                  VIII**
              
              **ADMINISTRATION**
              
              
              16
  ii
 **ARTICLE
                  IX**
              
              **SOURCE
                  OF PAYMENTS**
              
              
              16Section
              
              9.1
              
              General
                  Assets of Company
              16**ARTICLE
                  X**
              
              **CLAIMS
                  AND ENFORCEMENT**
              
              
              17Section
              
              10.1
              
              Administrative
                  Procedures
              1710.2
              
              Enforcement
              1710.3
              
              Arbitration
              18**ARTICLE
                  XI**
              
              **AMENDMENT
                  AND TERMINATION**
              
              
              19Section
              
              11.1
              
              Amendment
                  and Termination of the Plan
              1911.2
              
              Contractual
                  Obligation
              20**ARTICLE
                  XII**
              
              **MISCELLANEOUS**
              
              
              20Section
              
              12.1
              
              Employment
                  Rights
              2012.2
              
              Rights
                  of the Committee
              2012.3
              
              Benefit
                  Statements
              2012.4
              
              Assignment
              2012.5
              
              Applicable
                  Law
              2012.6
              
              Effective
                  Date
              2012.7
              
              Entire
                  Plan
              2012.8
              
              Terms
              2012.9
              
              Waiver
              20**ARTICLE
                  XIII**
              
              **BENEFITS
                  FOR RETIRED WESTERN ATLAS EMPLOYEES**
              
              
              21Section
              
              13.1
              
              Benefit
                  Payments
              21




iii


**SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN**


**(AS
      AMENDED MARCH 30, 2007)**










**Article
      I—Introduction and Purpose**





UNOVA,
      Inc. establishes this UNOVA, Inc. Supplemental Executive Retirement Plan (the
      "Supplemental Plan") effective as of the Distribution Date. The purpose of
      the
      Supplemental Plan is to provide for supplemental retirement benefits to selected
      key employees of the Company (as that term is defined in Section 2.14 and as
      used hereinafter such term shall have such defined meaning), and thereby
      encourage those employees to continue providing services to the Company until
      retirement. The Supplemental Plan is intended to provide benefits solely for
      a
      select group of management or highly compensated employees within the meaning
      of
      Sections 201(2), 301(a)(3) and 401(a)(1) of Title I of the Employee Retirement
      Income Security Act of 1974, as amended ("ERISA"). Payments under the
      Supplemental Plan shall be made either from general assets of the Company or
      from the assets of a trust which may be established hereunder. It is intended
      that the Supplemental Plan remain at all times an unfunded plan for purposes
      of
      ERISA and that the trust, if established, shall constitute a grantor trust
      under
      Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the
      "Code").





**Article
      II—Definitions**





Section
      2.1  " Active
      Participant "
      shall
      mean a person who has been designated as a Participant in the Supplemental
      Plan
      pursuant to Article III, and who continues to be employed by the Company
      continuously from such designation, except as provided for in Section 3.2.
      A
      Participant (other than a Disabled Participant during the period of Disability)
      shall be treated as having terminated from employment during any period of
      Leave
      of Absence, unless the Committee, in its sole and absolute discretion, and
      subject to such terms and conditions as the Committee may specify, decides
      otherwise. However, a Disabled or deceased Participant shall continue to be
      treated as an Active Participant and, thus, continue to accrue additional Years
      of Service until the earlier of the date that the Participant attains (or,
      if
      deceased, would have attained) age 65, or the date that the Participant is
      no
      longer Disabled. A Disabled Participant who returns to active employment with
      the Company when Disability ends shall thereafter be an Active Participant,
      so
      long as such employment continues, without further designation pursuant to
      Article III. An Active Participant who terminates employment with the Company
      (other than for Disability) and is subsequently re-employed with the Company
      shall not be treated as an Active Participant unless such individual is
      redesignated as an Active Participant pursuant to Article III.





Section
      2.2  " Actuarial
      Equivalent "
      shall
      mean the adjustment of an amount or amounts using actuarial methods and factors
      identical with those actuarial methods and factors then being used, at the
      time
      such calculations are to be made hereunder, under the UNOVA Retirement Plan
      adopted by UNOVA, Inc. as of the Distribution Date and intended to be qualified
      under Section 401(a) of the Code, as such Plan may be amended from time to
      time
      and any retirement plan intended to replace such Plan (the "Qualified
      Plan").





1








Section
      2.3  " Average
      Earnings "
      shall
      mean the average of gross base salary payments plus Bonuses as defined in
      Section 2.7 (except, for a Retired Participant receiving a Retirement Benefit
      as
      of the Distribution Date, Bonuses shall mean gross cash payments of Bonuses)
      from the Company to the Participant in the three twelve consecutive month
      periods (with no overlap), in which such Participant's gross base salary
      payments plus gross Bonuses are the highest, in the Participant's final 120
      months of employment. For all purposes of calculating "Average Earnings" under
      this Supplemental Plan "gross base salary" shall include (i) any amounts
      deferred pursuant to Section 401(k) or Section 125 of the Code, (ii) any amounts
      deferred at the election of the Participant pursuant to any plan of the Company
      which permits such deferral, and (iii) cash payments, during the relevant
      period, of commissions payable to a Participant as a regular part of the
      Participant's compensation, e.g. to a person engaged in sales or marketing;
      however, commissions not payable as a regular part of a Participant's
      compensation shall not be included in the calculation of Average Earnings.
      Commissions or portions thereof otherwise included in the calculation of Average
      Earnings pursuant to the preceding sentence which are deferred (other than
      at
      the election of a Participant) shall be included in the calculation of Average
      Earnings in the relevant period in which cash payments are made. For purposes
      of
      calculating Average Earnings under this Supplemental Plan salary (including
      relevant commission payments and bonuses) paid in a non-U.S. currency shall
      be
      converted to U.S. dollar equivalents using the quarterly UNOVA, Inc. official
      rates of exchange, as determined by the Chief Financial Officer and as utilized
      generally for corporate purposes.





(a).  Average
      Earnings for purposes of calculating a Disability or Death Benefit for or with
      respect to a Disabled Participant shall be calculated using the 120 months
      that
      include and precede the month that his or her Disability commenced. If a
      formerly Disabled Participant who has returned to active employment with the
      Company does not have a minimum of 36 consecutive calendar months of employment
      with the Company after such return to active employment, then Average Earnings
      shall be calculated by the Committee in accordance with subparagraph
      (e).





(b).  Average
      Earnings in the case of an Active Participant who dies prior to attaining age
      65
      shall be calculated using the 120 months that include and precede the month
      of
      the Participant's death (or Disability, in the case of a Disabled Participant
      who dies). For purposes of calculating a lump sum payment pursuant to Section
      4.1(d) in the event of a Change of Control, with respect to a person (other
      than
      a Disabled or deceased Participant) who is an Active Participant as of the
      date
      of such calculation, Average Earnings shall be calculated as if the person's
      employment with the Company ended on such date.





(c).  For
      purposes of calculating Average Earnings, the Participant's gross base salary
      plus gross Bonuses received while employed by Western Atlas (beginning on or
      after March 17, 1994) or Litton (prior to such date), if and to the extent
      such
      Western Atlas or Litton employment is included within the period of 120 months
      to be used in such calculation, shall be taken into account, provided that
      the
      Participant's benefits under the Western Atlas retirement plans were transferred
      to the Company pursuant to the Employee Benefits Agreement between Western
      Atlas
      and UNOVA, Inc. (the "Employee Benefits Agreement").





(d).  If
      a
      Participant is eligible to receive payments under the Supplemental Plan but
      does
      not have 36 consecutive months of employment with Western Atlas and the Company,
      then Average Earnings shall be calculated by the Committee in accordance with
      subparagraph (e).





2








(e).  Notwithstanding
      the foregoing, the Committee may determine Average Earnings for the purposes
      of
      this Section by another methodology which it determines to be more appropriate
      under the facts and circumstances; provided, however, that, following a Change
      of Control, the authority of the Committee under this subparagraph (e) shall
      be
      limited to matters referred to in the last sentence of subparagraph (a) above
      and the matters referred to in subparagraph (d) above unless the methodology
      for
      determining Average Earnings selected by the Committee is more advantageous
      to
      the Participant.





Section
      2.4  " Base
      Compensation Amount "
      shall
      mean the applicable dollar amount on the date that the Active Participant
      terminates from employment with the Company, calculated as follows:





(a).  The
      Base
      Compensation Amount, as defined under the Western Plan, for the 12-month period
      ending on December 31, 1997;





(b).  For
      each
      12-month period following the period described above in Section 2.4(a), the
      Base
      Compensation Amount shall be the dollar amount applicable for the immediately
      preceding 12-month period increased by a percentage, which shall be the sum
      of:
      (1) the percentage increase in the U.S. Department of Labor consumer price
      index
      for all urban consumers from the index amount in effect at the beginning of
      the
      immediately preceding 12-month period to the index amount in effect at the
      beginning of the current 12-month period, and; (2) one percent.





(c).  In
      the
      case of an Active Participant who dies, the Base Compensation Amount shall
      be
      the dollar amount in effect under Section 2.4(a) or (b) for the month in which
      the Participant died and, in the case of a Disabled Participant (who does not
      return to active employment with the Company), the Base Compensation Amount
      shall be the dollar amount in effect under Section 2.4(a) or (b) for the month
      in which the Disabled Participant becomes disabled. For purposes of calculating
      a lump sum payment pursuant to Section 4.1(d) in the event of a Change of
      Control, with respect to a person (other than a Disabled or deceased
      Participant) who is an Active Participant as of the date of such calculation,
      the Base Compensation Amount shall be the Base Compensation amount in effect
      as
      of the date of such calculation.





Section
      2.5  " Beneficiary "
      or
      " Beneficiaries "
      shall
      mean those who are designated under the Supplemental Plan to receive payment
      of
      a benefit on account of a Participant's death. If and to the extent the spouse
      of a deceased Participant is living at the time of the Participant’s death, only
      the spouse may be the Beneficiary. Upon the death of the spouse of a deceased
      Participant prior to commencement of Retirement Benefit payments, the Dependent
      Children of the Participant may be Beneficiaries, but only of the Death
      Benefit.





Section
      2.6  " Board "
      shall
      mean the Board of Directors of UNOVA, Inc. or of its Successor, as of the time
      in question, the succession of which did not result from or constitute or follow
      a Change of Control ("Successor" or "Successors").










3





Section
      2.7  " Bonus "
      or
      " Bonuses "
      shall
      mean the full amount of the bonus or similar cash incentive determined and
      awarded by the Committee (or any other body or individual having authority
      to
      award such Bonus) to a Participant with respect to any given fiscal year or
      portion thereof and shall be deemed, for purposes of the calculation of Average
      Earnings, to have been paid by the Company to the Participant in equal monthly
      installments during the fiscal year or portion thereof with respect to which
      the
      Bonus was awarded (except, for a Retired Participant receiving a Retirement
      Benefit as of the Distribution Date, Bonus or Bonuses shall mean gross cash
      payments of Bonuses), under Company-sponsored, formal or informal, incentive
      compensation or bonus plans, excluding, however, any payments under stock-based
      option or award plans; provided, however, that, for purposes of calculating
      Average Earnings any portion of a Bonus, the payment of which is deferred at
      the
      election of the Participant, shall be treated as paid in equal monthly
      installments during the fiscal year or portion thereof with respect to which
      the
      Bonus was awarded, notwithstanding such elected deferral, and payment of the
      deferred portion shall be disregarded for purposes of calculating Average
      Earnings. "Bonus or "Bonuses" shall not include any bonus, commission or fee
      paid to a Participant for the accomplishment of a particular non-ordinary
      achievement, transaction, or circumstance as determined by the Committee prior
      to or at the time of the award thereof.





Notwithstanding
      the foregoing, the following additional provisions shall be applicable to the
      definition of "Bonus" or "Bonuses" in the case of an award or awards made under
      the UNOVA, Inc. Management Incentive Compensation Plan or any other annual
      incentive plan which provides that a portion of an annual award shall be
      deposited in a so-called "Bonus Bank" and shall remain "at risk." The Bonus,
      in
      such case, shall comprise only the
      portion of the annual award which is paid to the Participant on a current basis
      and shall not include
      any amount of the award required to be deposited to a Bonus Bank; however,
      the
      Bonus shall also include any amount paid to the Participant as a periodic
      payment from the Bonus Bank during the year with respect to which the amount
      was
      made (but shall not include any payment from the Bonus Bank made solely as
      a
      result of termination of employment).





Section
      2.8  " Business
      Combination "
      shall
      have the meaning specified in Section 2.9(c).





Section
      2.9  " Change
      of Control "
      shall
      mean:





(a).  An
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended [the
      "Exchange Act"] (a "Person") of beneficial ownership (within the meaning of
      Rule
      13d-3 promulgated under the Exchange Act) of 30 percent or more of either (1)
      the then outstanding shares of common stock of the Company (the "Outstanding
      Company Common Stock") or (2) the combined voting power of the then outstanding
      voting securities of the Company entitled to vote generally in the election
      of
      directors (the "Outstanding Company Voting Securities"); excluding, however,
      the
      following acquisitions of Outstanding Company Common Stock and Outstanding
      Company Voting Securities: (A) any acquisition directly from the Company other
      than an acquisition by virtue of the exercise of a conversion privilege unless
      the security being so converted was itself acquired directly from the Company;
      (B) any acquisition by the Company; (C) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      corporation controlled by the Company; or (D) any acquisition by any Person
      pursuant to a transaction which complies with clauses (1), (2), and (3) of
      paragraph (c) below of this Section 2.9; or





4











(b).  Individuals
      who, as of the effective date hereof, constitute the Board (the "Incumbent
      Board") cease for any reason to constitute at least a majority of the Board;
      provided, however, that any individual who becomes a member of the Board
      subsequent to the effective date hereof whose election, or nomination for
      election by the Company's shareholders, was approved by a vote of at least
      a
      majority of the directors then comprising the Incumbent Board shall be
      considered as though such individual were a member of the Incumbent Board,
      but
      provided further that any such individual whose initial assumption of office
      occurs as a result of either an actual or threatened election contest (as such
      terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
      Act) or other actual or threatened solicitation of proxies or consents by or
      on
      behalf of a Person other than the Board shall not be so considered as a member
      of the Incumbent Board; or





(c).  The
      consummation of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the assets of the Company ("Business
      Combination"); excluding, however, such Business Combination pursuant to which:
      (1) all or substantially all of the individuals and entities who are the
      beneficial owners, respectively, of the Outstanding Company Common Stock and
      Outstanding Company Voting Securities immediately prior to such Business
      Combination, will beneficially own, directly or indirectly, more than 60 percent
      of, respectively, the outstanding shares of common stock and the combined voting
      power of the outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the corporation resulting from
      such Business Combination (including, without limitation, a corporation which
      as
      a result of such transaction owns the Company or all or substantially all of
      the
      Company's assets either directly or through one or more subsidiaries) in
      substantially the same proportions as their ownership, immediately prior to
      such
      Business Combination of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities, as the case may be; (2) no Person (other than any
      employee benefit plan (or related trust) sponsored or maintained by the Company
      or any entity controlled by the Company or such corporation resulting from
      such
      Business Combination) will beneficially own, directly or indirectly, 30 percent
      or more of, respectively, the outstanding shares of common stock of the
      corporation resulting from such Business Combination or the combined voting
      power of the outstanding voting securities of such corporation entitled to
      vote
      generally in the election of directors except to the extent that such ownership
      existed with respect to the Company prior to the Business Combination; and
      (3)
      at least a majority of the members of the board of directors of the corporation
      resulting from such Business Combination will have been members of the Incumbent
      Board at the time of the execution of the initial agreement, or of the action
      of
      the Board, providing for such Business Combination; or





(d).  Consummation
      of a complete liquidation or dissolution of the Company.





Section
      2.10  " Chief
      Executive Officer "
      shall
      mean the chief executive officer of UNOVA, Inc. or of its
      Successor.





Section
      2.11  " Chief
      Financial Officer "
      shall
      mean the chief financial officer of UNOVA, Inc. or of its
      Successor.





Section
      2.12  " Code "
      shall
      mean the Internal Revenue Code of 1986, as amended.





Section
      2.13  " Committee "
      shall
      mean:





(a).  The
      Compensation Committee of the Board.





5











(b).  Notwithstanding
      Section 2.13(a), upon a Change of Control, the Committee shall mean exclusively
      the "special administrators." The "special administrators" shall be the
      individuals who constituted the Company's Compensation Committee of the Board
      immediately prior to the Change of Control. The "special administrators" shall
      constitute the Committee until the earlier of the termination of the
      Supplemental Plan or the last day of the 18-month period following the month
      in
      which the Change of Control occurred. The "special administrators" shall have
      all rights and authority reserved to the Committee under the Supplemental Plan,
      including, but not limited to, the rights specified in Section
      12.2.





(c).  If
      a
      "special administrator" dies, becomes disabled, or resigns as "special
      administrator" during the period that the "special administrators" constitute
      the Committee, the remaining "special administrator(s)" shall continue to serve
      as the Committee without interruption, and successor "special administrator(s)"
      shall be designated, and subject to removal, by the individual who was Chief
      Executive Officer immediately prior to the Change of Control from among the
      then
      remaining Participants, but such Chief Executive Officer shall also have the
      right to designate himself or herself as a successor "special administrator"
      but, in the event of the death or disability of such Chief Executive Officer,
      successor "special administrators" shall be designated by that one of the
      remaining "special administrators" who has the greatest seniority in terms
      of
      years of employment with the Company and Western Atlas. No Participant who
      has
      been designated as a "special administrator" shall participate in any decision
      which addresses peculiarly the Benefits of or with respect to such
      Participant.





If
      at any
      time there are no remaining "special administrators," the presiding Judge of
      the
      Superior Court of the State of California for Los Angeles County shall designate
      three "special administrators" from among the remaining Participants upon the
      application of any of the Participants. For purposes of this Section, the term
      "Participant" means a Participant who has satisfied the conditions of Section
      4.1(a)(3) or is a Disabled Participant, or is receiving Retirement
      Benefits.





Section
      2.14  " Company "
      shall
      mean UNOVA, Inc., a Delaware corporation, and its Successors, and their
      respective subsidiaries. Any reference to stock or securities of the Company
      shall mean only the stock or securities of UNOVA, Inc. or of its
      Successor.





Section
      2.15  " Death
      Benefit "
      shall
      mean the benefit payable pursuant to Article V to the Participant's Beneficiary
      or Beneficiaries, if any.





Section
      2.16  " Dependent
      Children "
      shall
      mean a natural or legally adopted son or daughter who either: (a) has not
      attained age 19; or (b) has attained age 19 but has not attained age 23 and
      is a
      full-time student at an accredited educational institution.





Section
      2.17  " Director "
      shall
      mean a member of the Board of Directors of UNOVA, Inc. or of its
      Successor.





Section
      2.18  " Disability "
      or
      " Disabled "
      shall
      mean the condition of a person, or a person, who has been determined by the
      Committee to be unable to perform the material and substantive duties of the
      person's position or profession, to an extent which prevents the person from
      engaging in the person's regular position or profession, due to injury or
      sickness for which the person is receiving medical care from, or with respect
      to
      which a current certification of disability is received by the Committee from,
      a
      professional person appropriate for such injury or sickness.





Section
      2.19  " Disability
      Benefit "
      shall
      mean the benefit payable pursuant to Article VI to an Active Participant who
      becomes Disabled.





6











Section
      2.20  "Distribution
      Date "
      shall
      mean the date determined by the Board of Directors of Western Atlas on which
      the
      shares of the Company are distributed by Western Atlas to the holders of Western
      Atlas common stock.





Section
      2.21  " Employee
      Benefits Agreement "
      shall
      have the meaning specified in Section 2.3(c).





Section
      2.22  " ERISA "
      shall
      have the meaning specified in Article I.





Section
      2.23  " Exchange
      Act "
      shall
      have the meaning specified in Section 2.9(a).





Section
      2.24  " Litton "
      shall
      mean Litton Industries, Inc., a Delaware corporation, and its subsidiaries
      at
      the time in question.





Section
      2.25  " Leave
      of Absence ,"
      with
      respect to a person who has been designated a Participant, shall mean and refer
      to a discontinuance of regular, full-time services by the person for the Company
      resulting in the discontinuance, in whole or in part, of base salary payments
      by
      the Company to such person during such discontinuance of service, provided,
      however, that, to the extent federal or state so-called "Family Leave Acts"
      or
      "Maternity or Pregnancy Leave Acts" may make unlawful the treatment of an
      absence or a portion of an absence as a termination for purposes of the
      Supplemental Plan, such absence or portion shall not constitute a Leave of
      Absence.





Section
      2.26  " Normal
      Form "
      shall
      mean the form of Retirement Benefit payable under Section 4.5 to a Retired
      Participant.





Section
      2.27  " Offset
      Amount "
      shall
      mean the sum of the annual "primary insurance amount" and the annual
      "Company-provided pension."





(a).  The
      "primary insurance amount" shall mean the annual benefit determined under the
      Social Security Act that is payable to the Participant as of the calendar year
      that Retirement Benefits to the Participant, if any, would commence under this
      Supplemental Plan. If no "primary insurance amount" is payable to a Participant,
      who is otherwise covered by the Social Security Act, as of the calendar year
      in
      which Retirement Benefit commences to the Participant, if any, would commence
      under the Supplemental Plan, then the "primary insurance amount" shall be deemed
      to be the "primary insurance amount" that would be payable to the Participant
      at
      the earliest date thereafter (or would have been payable at the earliest date
      thereafter, in the case of a deceased Participant); provided, however, that
      the
      amount payable under the Social Security Act shall be determined without regard
      to any election by the Participant or a Beneficiary to defer receipt of a
      benefit and without regard to any reduction of the amount of the Social Security
      Act benefit by virtue of the receipt of earned income by the Participant or
      a
      Beneficiary. The "primary insurance amount" shall also include any annual
      retirement benefit payable under any public retirement program of a foreign
      country that the Committee determines is comparable in purpose to the benefits
      payable under the Social Security Act.





7








(b).  The
      "Company-provided pension" shall mean the annual amount that would be payable
      to
      a Participant under any defined benefit or defined contribution plan sponsored
      by the Company, which is either intended to qualify under Section 401(a) of
      the
      Code or is intended to restore benefits under such plan (excluding only this
      Supplemental Plan and Part II of the UNOVA, Inc. or Western Atlas Inc. FSSP
      and
      Restoration Plan) assuming for purposes of calculating such annual amount that
      the Participant withdrew his or her actual contributions, if any, and earnings
      thereon. Any non-United States defined benefit or defined contribution plan
      of
      the Company which is not subject to the Code but which is comparable in purpose
      to plans which would qualify under Section 401(a) of the Code shall be included
      within the meaning of "Company-provided pension." Annual amounts payable under
      any retirement plans of a Participant's former employer, assuming for purposes
      of calculating such annual amount that the Participant withdrew his or her
      actual contributions, if any, and earnings thereon, shall be included in the
      calculations of the "Company-provided pension," if such former employer, or
      substantially all of such former employer's assets, have been acquired by the
      Company and the Participant's service with such former employer are included
      in
      the calculation of "Years of Service"; provided, however, that amounts payable
      under the Landis Tool Savings Plan shall not be included in the calculation
      of
      "Company-provided pension"; and provided further, however, that amounts payable
      under the Intermec Canada Savings Plan, to the extent attributable to Company
      contributions or Company matching amounts, shall be included in the calculation
      of "Company-provided pensions." The amount of the "Company-provided pension"
      shall be deemed to be the amount which would have been payable if the
      Participant joined each such plan at the earliest date on which the Participant
      was eligible to join such plan and participated in the plan to the fullest
      extent possible and withdrew his or her actual and presumed contributions,
      plus
      income thereon. The amount of the "Company-provided pension" shall be calculated
      under the terms that were in effect during the Participant's actual, if any,
      and
      presumed participation, except that a subsequent, retroactive amendment to
      any
      of such plans shall be taken into account only to the extent that it actually
      would have increased the Participant's benefit under that plan. The
      "Company-provided pension" shall be computed as if the Participant actually
      received the plan benefits under such "Company-provided pension" as a single
      life annuity beginning on the date that Retirement Benefits commence under
      this
      Supplemental Plan.





Section
      2.28  " Outstanding
      Company Common Stock "
      and
      " Outstanding
      Company Voting Securities "
      shall
      have the meanings specified for those items in Section 2.9(a).





Section
      2.29  " Participant "
      shall
      mean a person who has been designated as a Participant in the Supplemental
      Plan
      pursuant to Article III and who is either an Active Participant, a Disabled
      Participant, a Retired Participant, a former Active Participant who has
      satisfied the condition of Section 4.1(a)(3), or a Participant who died while
      an
      Active Participant.





Section
      2.30  " Person "
      shall
      have the meaning specified in Section 2.9(a).





Section
      2.31  " Qualified
      Plan "
      shall
      have the meaning specified in Section 2.2.





Section
      2.32  " Retired
      Participant "
      shall
      mean a Participant who has terminated from employment with the Company, and
      who
      has satisfied the conditions of Section 4.1.





Section
      2.33  " Retirement
      Benefit "
      shall
      mean the benefits payable to a Retired Participant and, if applicable, the
      Beneficiary of a Retired Participant, as provided in Article IV.





Section
      2.34  " Special
      Administrators "
      shall
      have the meaning specified in Section 2.13(b).





Section
      2.35  " Successor "
      or
      " Successors "
      shall
      have the meaning specified in Section 2.6.





8








Section
      2.36  " Supplemental
      Plan "
      shall
      mean the UNOVA, Inc. Supplemental Executive Retirement Plan that is described
      in
      this document, as amended from time to time, and including any rules and
      regulations promulgated by the Committee for purposes of administering the
      Supplemental Plan.





Section
      2.37  " Trust "
      shall
      mean a grantor trust under Section 671 through 679 of the Code, if and when
      established. The decision to establish a Trust shall be in the sole and absolute
      discretion of the Company.





Section
      2.38  " Trustee "
      shall
      mean the trustee of the Trust.





Section
      2.39  " Trust
      Agreement "
      shall
      mean the terms of the agreement, entered into between UNOVA, Inc. or its
      Successor and the Trustee, that establishes the Trust.





Section
      2.40  "Western
      Atlas "
      shall
      mean Western Atlas Inc. and its subsidiaries and affiliates.





Section
      2.41  "Western
      Atlas Plan "
      shall
      mean the Western Atlas Inc. Supplemental Executive Retirement Plan, as in effect
      immediately prior to the Distribution Date.





Section
      2.42  " Years
      of Service "
      shall
      mean the number resulting from:





(a).  The
      division of twelve into the number of consecutive and continuous calendar months
      of employment with the Company (and with an employer, all or substantially
      all
      of the assets of which were acquired by the Company only to the extent the
      Participant was employed by the employer at the date of the acquisition of
      the
      employer) that elapse from and including the month that an Active Participant
      commenced the period of employment with the Company (or such employer) and
      which
      ends: (1) upon the Active Participant's death; or (2) upon termination of an
      Active Participant's employment with the Company other than by death, until
      and
      including the earlier of the month of such death or termination; provided,
      however, that such calculation shall not include any calendar months of
      employment with the Company in any separate period of employment with the
      Company preceding the most recent and continuous employment with the Company,
      and provided, further, that an Active Participant who dies or becomes Disabled
      shall continue to accrue Years of Service from the date of such death or
      Disability until the earlier of the calendar month (x) in which such person
      attains or, if deceased, would have attained age 65, or (y) in which such
      Participant is no longer Disabled.





(b).  For
      purposes of determining a Participant's Years of Service under the terms of
      Section 2.42(a), service with Western Atlas immediately preceding the period
      of
      service with the Company referred to in Section 2.42(a) which ends upon the
      Active Participant's death, or which ends upon an Active Participant's
      termination of employment with the Company other than by death, shall be taken
      into account, provided that the Participant's benefits under the Western Atlas
      retirement plans were transferred to UNOVA, Inc. pursuant to the Employee
      Benefits Agreement. In addition, service with Litton immediately preceding
      the
      period of service with Western Atlas which ends upon the Active Participant's
      death, or which ends upon an Active Participant's termination of employment
      with
      the Company other than by death, shall be taken into account, provided that
      the
      Participant's benefits under the Litton retirement plans were transferred to
      Western Atlas Inc.





(c).  In
      its
      discretion, the Committee may: (1) compute a Participant's Years of Service
      by
      treating separate but not continuous periods of employment with Litton, Western
      Atlas or the Company as continuous periods of employment; (2) credit a
      Participant with Years of Service in addition to the Years of Service accrued
      while actually employed with Litton, Western Atlas or the Company; and (3)
      credit a Participant for Years of Service solely for purposes of satisfying
      the
      vesting requirements of Sections 4.3.





9











(d).  For
      purposes of calculating a lump sum payment pursuant to Section 4.1(d) in the
      event of a Change of Control, with respect to a person (other than a Disabled
      or
      deceased Participant) who is an Active Participant, Years of Service shall
      be
      determined as if the person's employment with the Company ended on such date
      or
      such later date on which a Participant’s employment could be terminated by the
      Company without cause under a Change of Control Agreement.





**Article
      III—Participation**





Section
      3.1  General .
      Participation in the Supplemental Plan is limited solely to key employees of
      the
      Company who are designated by the Committee or the Board, after nomination
      by
      the Chief Executive Officer. A key employee shall not be disqualified from
      becoming an Active Participant solely because the key employee is also a
      Director.





Section
      3.2  Entry
      and Continuing Participation .
      A key
      employee shall become an Active Participant as of the date specified by the
      Committee. A key employee who is designated as an Active Participant shall
      continue to be an Active Participant until termination of employment with the
      Company, except as provided in Section 2.1 with respect to Disabled or deceased
      Participants.





**Article
      IV—Retirement Benefits**





Section
      4.1  Eligibility
      for Retirement Benefit .





(a).  General .
      A
      Participant shall be eligible to begin receiving a Retirement Benefit if the
      Participant has (1) either attained age 65 or satisfied the conditions in
      Section 4.1(b) or (c) below; (2) filed an election to receive payments under
      Article VII; (3) satisfied the vesting requirement of Section 4.3; (4)
      terminated employment with the Company; and, (5) except for a Participant whose
      employment with the Company is terminated in connection with a Change of
      Control, the Participant agrees that for a period of five years after
      commencement of receipt of Retirement Benefits under this Supplemental Plan,
      not
      to engage in any activity which interferes with the economic or business
      interests, or contractual relationships of UNOVA, Inc. or its Successors or
      of
      any of its subsidiaries or affiliates with third parties in connection with
      which the Participant worked for UNOVA, or its subsidiaries or affiliates or
      to
      perform services for any entity in competition with a business of UNOVA, Inc.
      or
      of its subsidiaries or affiliates for which the Participant worked and with
      respect to which the Participant possesses trade secrets or business
      confidential information of UNOVA, or of its subsidiaries or affiliates. In
      the
      event that any provision of the covenant provided for in (5) immediately above
      shall be held invalid or unenforceable by a Court of competent jurisdiction
      by
      reason of the geographic or business matter scope, or the duration thereof,
      such
      invalidity or unenforceability shall attach only to such provisions and shall
      not affect or render invalid or unenforceable any other provision of the
      Supplemental Plan, and this Supplemental Plan shall be construed as if the
      geographic or subject matter scope, or the duration thereof, had been more
      narrowly drafted so as not to be invalid or unenforceable.





(b).  Retirement
      Benefits at Age 62 .
      A
      Participant who has attained age 62, but not yet attained age 65, and who has
      satisfied the conditions of Section 4.1(a)(2), (3) and (4), and agrees to the
      covenant provided for in Section 4.1(a)(5), shall be eligible to begin receiving
      the Actuarial Equivalent, based upon the Participant's age (below 65) and the
      age of Participant's spouse, if applicable, at which the Participant commences
      receiving the Retirement Benefit, of the Retirement Benefit payable at age
      65.





10








(c).  Retirement
      Benefits Prior to Age 62 .
      A
      Participant shall not be entitled to begin receiving a Retirement Benefit prior
      to attainment of age 62, except in the sole and absolute discretion of the
      Committee, and subject to such terms and conditions, including the imposition
      of
      Retirement Benefit reductions, that the Committee may specify.





(d).  Change
      of Control .
      Except
      as otherwise provided in any Change of Control Agreement between the Company
      and
      a Participant, an Active Participant and a Participant who has satisfied the
      conditions of Section 4.1(a)(3) and (4) shall be entitled to a lump sum payment
      equal to the Actuarial Equivalent, at the age of such Participant at the date
      of
      the Change of Control, of the Retirement Benefit which would be payable to
      such
      Participant at the later of age 65 or, if the Active Participant continued
      in
      employment with the Company after attaining age 65 (or would have been entitled
      to continue employment under a Change of Control Agreement), at the earlier
      of
      the age at which such employment ended (or could have been terminated by the
      Company without cause under the terms of a Change of Control Agreement) or
      at
      the age of such Participant at the date of such Change of Control, which has
      been earned by the Participant to the date of Change of Control assuming, for
      such purposes, that the Retirement Benefit is payable in the form of a single
      life annuity. In addition, there shall be waived any condition concerning
      eligibility for payment of a Retirement Benefit that requires: (1) the filing
      of
      any election; (2) the attainment of a specified age; (3) an agreement not to
      engage in competitive activities with the Company; (4) satisfaction, as to
      such
      Active Participant, of the conditions of Section 4.1(a)(3) or of any other
      terms
      or conditions or the application of any benefit reductions described in Section
      4.1(b) or (c); and (5) as to such Active Participant, termination of employment
      with the Company, in order to begin receiving Retirement Benefits. "Change
      of
      Control Agreement" means any agreement between the Company and the Participant
      which provides for the employment of the Participant and/or payment to the
      Participant upon or following a Change of Control.





Section
      4.2  Retirement
      Benefit Formula .
      A
      Participant's annual Retirement Benefit shall be the Actuarial Equivalent of
      the
      amount calculated under the formula: [(A + B) x C] - D = Retirement Benefit,
      where:





(a).  "A"
      is
      Average Earnings up to the Base Compensation Amount multiplied by 1.6
      percent;





(b).  "B"
      is
      Average Earnings in excess of the Base Compensation Amount multiplied by 2.2
      percent;





(c).  "C"
      is
      Years of Service not in excess of 25; and





(d).  "D"
      is
      the Offset Amount.





Section
      4.3  Vesting
      in Retirement Benefit .
      A
      Participant shall have no vested right to a Retirement Benefit prior to the
      later of attaining: (1) age 60 while an Active Participant; or (2) 15 Years
      of
      Service. Upon a Change of Control and thereafter, an Active Participant shall
      be
      vested in his or her Retirement Benefit regardless of Years of Service or
      age.





Section
      4.4  Retirement
      Benefit Forms .





(a).  General
      Rule .
      Unless
      a Participant had made an election to receive payment of Retirement Benefits
      in
      an available alternative form, a Participant shall be deemed to have elected
      the
      Normal Form.





11











(b).  Actuarial
      Equivalent .
      All
      forms of payment of Retirement Benefits shall be the Actuarial Equivalent of
      a
      single life annuity payable at age 65, except that, in the case of an Active
      Participant who remains in continuous employment with the Company after
      attaining age 65, the amount of the benefit shall be actuarially increased
      to
      reflect the commencement of the benefit after age 65.





Section
      4.5  Normal
      Form of Retirement Benefit .





(a).  Single
      Life Annuity .
      The
      Normal Form of payment of a Retirement Benefit for a Participant who is living
      at the time payment commences shall be a single life annuity for a Participant
      who is unmarried at the time that payment of the annual Retirement Benefit
      commences. Under a single life annuity, a Retired Participant shall receive
      a
      monthly benefit for life equal to the Actuarial Equivalent of 1/12 of his or
      her
      Retirement Benefit and all payments shall cease upon the Retired Participant's
      death.





(b).  Joint
      and Survivor Annuity .
      If a
      Participant is married at the time that payment of the Retirement Benefit
      commences, the Normal Form of Retirement Benefit shall be a joint and survivor
      annuity (which shall be the Actuarial Equivalent of a single life annuity)
      for
      the benefit of the Participant's spouse as of the date that payment of the
      Retirement Benefit commences. Under the Normal Form of a joint and survivor
      annuity, a Participant shall receive a monthly benefit for life and, upon the
      Participant's death, the spouse, if living, shall receive a monthly benefit
      for
      life equal to 100% of the monthly benefit that was payable to the Participant.
      If a Participant, who has satisfied the conditions of Section 4.1(a)(3)
      (including consideration of Years of Service accrued for Disabled or deceased
      Participants pursuant to Section 2.1), dies prior to the commencement of the
      payment of Retirement Benefits, and was married at the date of death, the spouse
      Beneficiary of such Participant shall have the right to a survivor Retirement
      Benefit, commencing at the date such Participant would have attained age 65,
      if
      the Participant died prior to attaining age 65, or commencing on the first
      day
      of the month following the month in which the Participant died if the
      Participant continued in continuous employment with the Company after attaining
      age 65 and until the date of Participant's death, calculated under Section
      4.2
      as if the Participant had survived to such entitlement date and begun receiving
      payment of the Retirement Benefit at such entitlement date as a joint and 100%
      survivor annuity and then died on the following date.





Section
      4.6  Alternative
      Forms of Benefit .





(a).  Election
      of Forms of Benefit .
      Prior
      to the commencement of payment of a Retirement Benefit, a Participant may file
      an election designating a payment form other than the Normal Form of Retirement
      Benefit; provided, however, that any such alternate payment form is a payment
      form available under the Qualified Plan and, if such Participant is entitled
      to
      a benefit under such Qualified Plan, is the same as the payment form elected
      under such Qualified Plan. If a Participant is married, an election to receive
      a
      Retirement Benefit in a form other than the Normal Form shall be valid only
      if
      such election includes the written consent of the Participant's spouse in the
      form and manner specified by the Committee. However, a joint and survivor
      annuity shall not be available under this Supplemental Plan with respect to
      any
      Beneficiary other than the spouse of the Participant as of the date that the
      Retirement Benefit commences.





(b).  Additional
      Forms of Benefit .
      From
      time to time, the Committee may, in its sole discretion, make other forms of
      payment of Retirement Benefits available; provided, however, that once a
      Participant or the Participant's Beneficiary begins receiving Retirement Benefit
      payments, no change may be made in the form of payment except as provided for
      in
      Section 4.6(c) below.





12








(c).  Form
      of Benefit on Change of Control .
      Notwithstanding the other provisions of this Section, upon a Change of Control,
      all Retirement Benefits including, without limitation, benefits payable to
      Active Participants who remain employed by the Company, shall be paid in the
      manner set forth in Section 4.1(d).





**Article
      V—Benefits Upon Participant's Death**





Section
      5. 1  Eligibility
      for Death Benefit .
      The
      Beneficiary or Beneficiaries of an Active or Disabled Participant who dies
      prior
      to attaining age 65 and prior to the time Retirement Benefits to such
      Participant commence, shall be eligible to begin receiving a Death Benefit
      if
      the Beneficiary or Beneficiaries have filed a claim under Article VII. The
      Beneficiary or Beneficiaries of a Participant who is not a Disabled Participant
      and whose employment with the Company terminated prior to that Participant's
      death shall not be eligible for a Death Benefit. If there are no Beneficiaries
      at the date of the Participant's death, no Death Benefit shall be payable.
      The
      class of individuals who are eligible to be Beneficiaries of the Death Benefit
      is limited to the Participant's spouse, as of the date of the Participant's
      death, and the Participant's Dependent Children as of the date of Participant's
      death; provided, however, that such term also shall include any natural children
      of Participant born after Participant's death and any child who is in the
      process of being adopted by the Participant at the date of Participant's death
      and the adoption of whom is completed by the spouse of Participant after the
      date of Participant's death. If there is both a living spouse and Dependent
      Children as of the date of Participant's death, the Beneficiary shall be the
      spouse. The Dependent Children shall become the Beneficiaries of the Death
      Benefit, but only upon the death of Participant's spouse prior to the earlier
      of
      the date the Participant would have attained age 65, or the date the
      Participant's spouse commences to receive a Retirement Benefit.





Section
      5.2  Death
      Benefit .





(a).  Spousal
      Benefit .
      The
      Death Benefit for the surviving spouse of an Active or Disabled Participant
      shall be an annual amount equal to 40% of the Participant's Average Earnings.
      The spouse Beneficiary shall receive the Death Benefit as a monthly benefit
      equal to 1/12 of the Death Benefit. The Death Benefit for the spouse Beneficiary
      shall cease on the earlier of: (1) the death of the spouse Beneficiary; or
      (2)
      the date at which the Participant would have attained age 65.





(b).  Dependent
      Children Benefit .
      If a
      spouse Beneficiary of a deceased Participant dies prior to the date at which
      the
      Participant would have attained age 65, then a Death Benefit shall be paid
      to
      any then Dependent Children for so long as any such remain Dependent Children.
      The aggregate amount of any Death Benefit payable to Dependent Children after
      the death of the spouse for each month is the amount equal to the monthly Death
      Benefit that would be payable to a spouse Beneficiary multiplied by a fraction
      (not greater than one), the numerator of which is the number of Dependent
      Children at the time of each monthly payment and the denominator of which is
      three. If there are no remaining living Dependent Children Beneficiaries, no
      further Death Benefit shall be paid.





(c).  Vesting
      in Death Benefit .
      An
      Active or Disabled Participant shall at all times be vested in his or her right
      to a Death Benefit.





Section
      5.3  Spouse
      Retirement Benefit .
      To the
      extent that a spouse Beneficiary is receiving a Death Benefit on the date the
      Participant would have attained age 65, the spouse Beneficiary thereafter shall
      receive a Retirement Benefit pursuant to Article IV, if eligible, in the amount
      calculated pursuant to Article IV, and no further Death Benefit payments shall
      be payable to the spouse Beneficiary or to any Dependent Children Beneficiaries
      or otherwise.





13








Section
      5.4  Change
      of Control .
      Upon a
      Change of Control, after the Participant's death but prior to the date the
      Participant would have attained age 65, the Participant's spouse, if then living
      and if otherwise eligible, shall receive a single sum payment that is the
      Actuarial Equivalent, at the date of such lump sum payment, of the Death
      Benefit, calculated through the date that Participant would have attained age
      65. The spouse Beneficiary, if then living, shall also be entitled to the lump
      sum payment of the Retirement Benefit, if any, pursuant to Section 4.1(d).
      Upon
      a Change of Control occurring after commencement of the payment of Death
      Benefits to the Dependent Children Beneficiaries pursuant to Section 5.2(b),
      the
      Dependent Children shall receive a single sum payment that is the Actuarial
      Equivalent, based upon the ages of the Dependent Children, of the Death Benefit
      calculated without regard to the date the Participant would have attained age
      65.





**Article
      VI—Benefits of Disabled Participants**





Section
      6.1  Eligibility
      for Disability Benefit .
      An
      Active Participant who becomes Disabled prior to attaining age 65 shall be
      eligible to begin receiving a Disability Benefit if the Disabled Participant
      has
      filed a claim under Article VII. The Disability Benefit shall cease on the
      earlier of: (1) the first day of the calendar month following the Disabled
      Participant's attainment of age 65; (2) the date on which the Committee
      determines that the Participant is no longer Disabled; or (3) the date of the
      Disabled Participant's death (in which case a Death Benefit may be payable
      under
      Article V).





Section
      6.2  Disability
      Formula .
      A
      Disability Benefit shall be a monthly amount equal to 1/12 of 40% of the
      Participant's Average Earnings, offset by the sum of: (a) any other payment
      to
      the Disabled Participant that would be made by or on behalf of the Company
      on
      account of the Disability (including, without limitation, a Company-sponsored
      disability insurance plan or any other benefit plan of the Company, any amounts
      payable as sick pay, and any amounts payable under so-called Workers
      Compensation Acts or similar laws of foreign governments other than lump sum
      amounts for the loss of an organ or other body member and other than amounts
      paid for medical expenses), calculated as if the Participant participated to
      the
      fullest extent possible in such disability programs; and (b) the Social Security
      (or comparable foreign government) disability benefits received by the Disabled
      Participant. For purposes of determining any offset under the preceding
      sentence, any payments that are not made on a monthly basis shall be converted
      to monthly payments under a methodology approved by the Committee.





Section
      6.3  Vesting
      Disability Benefit .
      An
      Active Participant shall at all times be vested in his or her right to a
      Disability Benefit.





Section
      6.4  Disabled
      Participant's Retirement Benefit .
      If a
      Disabled Participant attains age 65, then he or she may be eligible to receive
      a
      Retirement Benefit subject to the rules of Article IV, as if such Disabled
      Participant continued his or her employment until age 65 with Average Earnings
      calculated as provided for in Section 2.3(a).





**Article
      VII—Elections, Claims, Commencement of**


**Payments
      and Beneficiary Designations**





Section
      7.1  General .
      All
      elections to receive benefits under this Supplemental Plan must be made in
      writing to the Committee in the form specified by the Committee and include
      the
      information or documentation that the Committee deems necessary. The Committee,
      in its discretion, may request additional information or reasonable
      documentation from time to time in order to determine whether a Participant
      receiving a Disability Benefit continues to be Disabled, and in order to
      determine whether any Beneficiary who is receiving a Death Benefit is entitled
      hereunder to continue receiving a Death Benefit or the amount
      thereof.





14











Section
      7.2  Commencement
      of Payments .
      Payment
      of benefits under this Supplemental Plan shall begin as soon as administratively
      feasible after the Participant (or Beneficiary, if applicable) has provided
      a
      claim for benefits in writing to the Committee, including any supporting
      documentation required by the Committee, and the Committee has determined that
      the Participant (or Beneficiary, if applicable) satisfies the requirements
      for
      payment. Retirement Benefits shall be payable on the later of:





(a)  the
      first
      day of the month following the month in which the Participant satisfies all
      of
      the conditions set forth in Section 4.1(a), or





(b)  if
      later,
      the first day of the month following the month in which the Participant attains
      the earlier of age 65, or the age, below 65, elected by the Participant pursuant
      to and in accordance with the conditions of Section 4.1(b) or (c);





provided,
      however, that in the event a Participant has satisfied the conditions of Section
      4.1(a)(1), (3) and (4) in or as of a particular month (the "Termination Month")
      and satisfies the conditions of Section 4.1(a)(2) and (5) (effective as of
      the
      date of termination of employment) either subsequently or contemporaneously
      with
      the Termination Month, and provided that the Participant has attained during
      the
      Termination Month age 65 or an age less than 65 but 62 or older, or an age
      less
      than 62 with respect to which the Committee has approved retirement pursuant
      to
      Section 4.1(c), Retirement Benefits shall be payable to the Participant as
      of
      the first day of the month following the Termination Month and, in the case
      of
      retirement pursuant to Section 4.1(c), on such terms and conditions as specified
      by the Committee. Disability and Death Benefits shall be payable from the first
      day of the month following the month in which the Participant becomes disabled
      or dies, as the case may be. In the event of any administrative delay in actual
      payments, payments shall be made retroactively to the first day of the month
      following the month in which the event which is the basis for the payment occurs
      but without any payment of interest or other compensation for such delay in
      payment. Notwithstanding any provision of the Supplemental Plan, upon a Change
      of Control the Committee may, in its sole discretion, determine to postpone
      the
      lump sum payment of Retirement, Death and Disability Benefits payable upon
      a
      Change of Control, in which case such Benefit payments shall be made as
      otherwise provided in the Supplemental Plan, without regard to the Change of
      Control. In the event the Committee later determines, in its sole discretion,
      to
      effect such a lump sum payment of the remainder of such Benefits, it shall
      have
      the power and authority to do so.





Section
      7.3  Form
      of Benefit Elections .
      An
      election to receive payment of Retirement Benefits in a form other than the
      Normal Form must be submitted to the Committee in writing at any time prior
      to
      the commencement of payments. An election must be made in the form specified
      by
      the Committee and include the information or documentation that the Committee
      deems necessary, including written consent of the spouse in the case of a
      married Participant who elects a Retirement Benefit in a form other than the
      Normal Form. The filing of an election as to the form of Retirement Benefits
      shall revoke any pre-existing election, except that a revocation of an election
      for a married Participant shall be valid only if accompanied by the spouse's
      written consent to the subsequent election (other than a subsequent election
      to
      receive payments in the Normal Form), and except that once Retirement Benefits
      have commenced under this Supplemental Plan, the form of the Retirement Benefit
      payable is irrevocable.





Section
      7.4  Beneficiaries .
      If the
      Committee makes available alternative benefit forms that provide for payments
      after a Participant's death, the Participant shall designate the Beneficiary
      under such payment form in accordance with the procedures set forth by the
      Committee.





15








Section
      7.5  Failure
      to Claim .
      If a
      Participant whose employment with the Company terminated on or before attaining
      age 65 fails to claim payment of Retirement Benefits until after such
      Participant attains age 65, the Retirement Benefits payable to or with respect
      to such Participant shall be the monthly amount which would have been payable
      to
      such Participant at age 65, and such Participant shall be entitled to receive
      Retirement Benefit payments retroactive to the month such payments would have
      first accrued following attainment of age 65, but without interest or other
      payment on account of such deferred receipt. Similarly, if a Participant remains
      employed by the Company after attaining age 65 but, upon termination of
      employment by the Company after attaining age 65, fails to claim payment of
      Retirement Benefits until a date after such termination of employment, the
      Retirement Benefits payable to or with respect to such person shall,
      nevertheless, be the monthly amount which would have been payable to such person
      upon termination of employment with the Company, and such Participant shall
      be
      entitled to receive Retirement Benefit payments retroactive to the month such
      payments would have first accrued following termination of employment, but
      without interest or other payment on account of such deferred payment.
      Participants do not have the right to defer payment of Retirement Benefits
      beyond the date Participants are otherwise eligible to begin receiving
      Retirement Benefits.





**Article
      VIII—Administration**





The
      Committee shall administer the Supplemental Plan in accordance with its terms
      and purposes. The Committee shall have full authority and discretion to
      interpret the Supplemental Plan, to determine benefits pursuant to the terms
      of
      the Supplemental Plan, to establish rules and procedures necessary to carry
      out
      the terms of the Supplemental Plan, and to waive or modify any requirements
      or
      conditions on the receipt or calculation of benefits under the Supplemental
      Plan
      where the Committee determines that such a waiver or modification is
      appropriate. In the event a Participant is or was also a participant in a
      similar supplemental retirement plan for highly-compensated employees within
      the
      meaning of Sections 201(2), 301(a), and 401(a)(1) of Title I of ERISA and
      maintained by UNOVA, Inc. or one of its subsidiaries or affiliates or Western
      (a
      "Subsidiary Plan"), the Committee shall have the power and authority to modify
      and integrate the benefits payable under this Supplemental Plan with the
      benefits payable under the Subsidiary Plan. All decisions by the Committee
      shall
      be final and binding on all parties. The Committee may appoint one or more
      officers or employees of the Company to act on the Committee's behalf with
      respect to administrative matters related to the Supplemental Plan.





**Article
      IX—Source of Payments**





Section
      9.1  General
      Assets of Company .
      Benefits payable under this Supplemental Plan shall be paid directly to the
      Participant, or to the Participant's Beneficiary, as applicable, from the
      general assets of the Company, including the assets of the grantor Trust to
      the
      extent that such a trust is created and so provides. If any person acquires
      a
      right to receive payments from the Company under this Supplemental Plan, such
      right shall be no greater than the right of any unsecured general creditor
      of
      the Company notwithstanding the fact that the Company may establish an advance
      accrual reserve on its books against its future liability under the Supplemental
      Plan.





16








**Article
      X—Claims and Enforcement**





Section
      10.1  Administrative
      Procedures .





(a).  Notice
      of Denial .
      If the
      Committee determines that any person who has submitted a claim for payment
      of
      benefits under this Supplemental Plan is not eligible for payment of benefits
      or, if applicable, is not eligible for payment of benefits in the form or amount
      requested, then the Committee shall, within a reasonable period of time, but
      no
      later than 90 days after receipt of the written claim, notify the claimant
      of
      the denial of the claim. Such notice of denial: (1) shall be in writing; (2)
      shall be written in a manner calculated to be understood by the claimant; and
      (3) shall contain: (A) the specific reason or reasons for denial of the claim;
      (B) a specific reference to the pertinent Supplemental Plan provisions or
      administrative rules and regulations upon which the denial is based; (C) a
      description of any additional material or information necessary for the claimant
      to perfect the claim; and (D) an explanation of the Supplemental Plan's appeal
      procedures.





(b).  Reconsideration
      Procedures .
      Within
      90 days of the receipt by the claimant of the written notice of denial of the
      claim, the claimant may file a written request with the Committee that it
      conduct a full and fair review of the denial of the claimant's claim for
      benefits. The claimant's written request must include a statement of the grounds
      on which the claimant appeals the original claim denial. The Committee shall
      deliver to the claimant a written decision on the claim promptly, but not later
      than 60 days after the receipt of the claimant's request for review, except
      that
      if there are special circumstances that require an extension of time for
      processing, the 60-day period shall be extended to 120 days, in which case
      written notice of the extension shall be furnished to the claimant prior to
      the
      end of the 60-day period.





Section
      10.2  Enforcement .





(a).  Right
      to Enforce .
      Within
      90 days after exhaustion of the review and appeal procedures provided for in
      Section 10.1 or, if the Committee fails to grant or deny the claim within 120
      days after the claimant's original claim or fails to provide the written
      decision of the Committee on any written request for reconsideration within
      the
      time period in Section 10.1(b), within 90 days after such failure, the Company's
      obligations under the Supplemental Plan may be enforced only through binding
      arbitration as provided for hereinafter, initiated by any Participant or, upon
      the death of a Participant, by any Participant's surviving spouse, Dependent
      Child, or personal representative (as the case may be, the
      "Claimant").





(b).  Attorneys'
      Fees and Costs .
      If,
      prior to a Change of Control, any Claimant is denied a claim, in whole or in
      part, for benefits under the Supplemental Plan and the Claimant requests
      reconsideration under the procedures described in Section 10.1(b), or initiates
      any other legal proceeding (other than binding arbitration pursuant to the
      following provisions of this Article X) with respect to such alleged claim,
      the
      Company shall have no obligation to pay or reimburse the Claimant for attorneys'
      fees and costs. If, on or after a Change of Control, any Claimant is denied
      a
      claim for benefits under the Supplemental Plan and the Claimant has requested
      reconsideration under the procedures described in Section 10.1(b), or initiates
      binding arbitration or both reconsideration and binding arbitration, to enforce
      any obligation of the Company under the Supplemental Plan the basis of which
      is
      alleged failure of the Committee to administer the Supplemental Plan in
      accordance with its terms or, if following a Change of Control, the Company
      fails to make payment of Benefits as determined by the Committee, the Company
      shall pay such Claimant's attorneys' fees and costs incurred in connection
      with
      the review and binding arbitration proceedings, provided that the arbitrator
      determines that the claim is not frivolous; provided, however, that in no case
      shall the Company be liable for attorneys' fees and costs to the extent incurred
      relative to any dispute regarding any determination by the Committee made based
      upon the terms of the





17





Supplemental
      Plan. All attorneys' fees and costs payable under this Section 10.2(b) shall
      be
      paid by the Company as they are incurred by the Claimant, but no later than
      30
      days from the date that the Claimant submits a bill or other statement to the
      Company.





(c).  Interest .
      If any
      Claimant prevails in a reconsideration procedure described in Section 10.1(b),
      or if a Claimant prevails in the binding arbitration proceeding pursuant to
      Section 10.3 to enforce the payment of benefits under the Supplemental Plan,
      the
      Company shall pay interest to the Claimant on any unpaid benefits accruing
      from
      the date that benefit payments should have commenced and continuing until the
      date that such owed and unpaid benefits are paid to the Claimant in full. For
      purposes of the preceding sentence, interest shall accrue at an annual rate
      equal to one percent, plus the prime rate reported by *The
      Wall Street Journal* as
      in
      effect from time to time, each change in the prime rate to be effective for
      purposes of any interest computation on the date of publication of such changed
      prime rate in *The
      Wall Street Journal.*





Section
      10.3  Arbitration .
      The
      rights resulting from the designation of a Participant pursuant to Article
      III
      are conditional upon the acceptance by the Participant, on the Participant's
      behalf and on behalf of the Claimants, of all of the terms and conditions of
      this Supplemental Plan including specifically and without limitation this
      Article X. Any controversy or claim arising out of or under the Supplemental
      Plan which is not resolved by the reconsideration referred to in Section 10.1(b)
      shall be settled by arbitration in accordance with the National Rules for the
      Resolution of Employment Disputes of the American Arbitration Association
      ("AAA") or the Employment Arbitration Rules of the Judicial Arbitration and
      Mediation Services/Endispute ("JAMS"), subject to the further provisions of
      this
      Section 10.3. Hereinafter the term "Rules" means and refers to the aforesaid
      AAA
      Rules or the JAMS Rules, as the case may be. Judgment upon the award rendered
      by
      the arbitrator may be rendered in any court having jurisdiction. The Rules
      are
      modified or supplemented as follows:





(a).  There
      shall be one arbitrator, unless the parties agree to more than one arbitrator;





(b).  The
      arbitrator shall be a retired judge or attorney with professional experience
      and
      expertise in designing or administering corporate retirement benefits and plans,
      and resident in the Southern California area, unless the parties agree
      otherwise;





(c).  The
      arbitration shall be conducted within Los Angeles County, California, unless
      the
      parties agree otherwise;





(d).  The
      party
      desiring to initiate the arbitration shall advise the other party in writing
      of
      such desire;





(e)  Within
      10
      days of receipt of a notice pursuant to subparagraph (d) above the party
      receiving the notice shall designate either the AAA or JAMS as the arbitration
      agency, but in the event such party fails to designate within such period the
      initiating party shall have the right to designate the AAA or JAMS;





(f).  All
      claims arising under the Supplemental Plan known or which should be known to
      the
      party initiating the arbitration shall be included in the issues presented
      to
      the AAA or JAMS, as the case may be, for arbitration and any which are not
      included shall be effectively waived;





(g).  The
      expedited procedures of the AAA or JAMS, as the case may be, shall be applied
      in
      any case where no disclosed claim or counterclaim exceeds the amount then
      established by the AAA or JAMS for use of expedited procedures, exclusive of
      interest and arbitration costs;





18








(h).  The
      decision of the arbitrator shall be rendered within 60 days after the close
      of
      hearings;





(i).  The
      Company and the Claimant shall furnish to the other, 30 days prior to the first
      hearing, a list and identification of all witnesses, and copies of all exhibits
      intended to be submitted by that party. Ten days prior to the first hearing,
      each party shall have the right to supplement their intended list of witnesses
      and provide additional exhibits. Only such witnesses and such exhibits
      identified by one party or the other may be offered in the arbitration hearings;
      and





(j).  Any
      documents, affidavits or other evidence requested by the arbitrator must be
      submitted within ten days after conclusion of the arbitration hearings, unless
      the arbitrator grants additional time.





**Article
      XI—Amendment and Termination**





Section
      11.1  Amendment
      and Termination of the Plan .





(a).  General .
      Although the Company intends to maintain the Supplemental Plan, the Company
      reserves the right to amend or terminate the Supplemental Plan at any time
      for
      whatever purposes it may deem appropriate, except as specifically limited by
      this Article XI. The Company shall amend, terminate, or suspend the Supplemental
      Plan only by the action of the Board, except that the Committee shall have
      the
      authority to make any amendments that do not decrease the level of benefits
      payable and that it deems necessary for the proper administration of the
      Supplemental Plan.





(b).  Automatic
      Termination .
      The
      Supplemental Plan may be terminated or suspended only by authorization of the
      Board, except that the Supplemental Plan shall terminate automatically if there
      are no Active Participants remaining and all Retirement Benefits, Death
      Benefits, and Disability Benefits have been paid.





(c).  Protection
      of Benefits .
      No
      amendment, termination, or suspension of the Supplemental Plan shall be
      effective to the extent that it reduces: (1) the Retirement Benefit payable
      to
      any Participant who has satisfied the conditions of Section 4.1(a)(3) and (4)
      immediately prior to such amendment, termination or suspension; or (2)
      Retirement Benefits, Death Benefits or Disability Benefits, which are being
      paid
      immediately prior to such amendment, termination or suspension.





(d).  Protection
      of Active Participants .
      No
      amendment, termination, or suspension of the Supplemental Plan shall be
      effective to the extent that it reduces the Retirement Benefits that an Active
      Participant may accrue unless the amendment, termination, or suspension also
      provides that the Active Participant is immediately vested in a Retirement
      Benefit calculated as if the Active Participant terminated employment
      immediately prior to the later of the date that the amendment, termination,
      or
      suspension is enacted or is effective.





(e).  Change
      of Control .
      On or
      after a Change of Control, any amendment, termination, or suspension of the
      Supplemental Plan shall be effective only upon the written consent of at least
      eighty-five percent (85%) of all Participants. The preceding sentence shall
      not
      apply to: (1) a termination that occurs under Section 11.1(b); (2) any
      amendment, termination, or suspension that affects the accrual of Retirement
      Benefits and that complies with the terms of Section 11.1(c) and (d); or (3)
      any
      amendment, termination, or suspension of the Supplemental Plan that reduces
      Death or Disability Benefits but that: (i) does not reduce Death or Disability
      Benefit payments that have commenced; and (ii) does not reduce the Death or
      Disability Benefit that an Active Participant is eligible to receive, calculated
      as if he





19





or
      she
      died or became Disabled as of the later of the effective date or enactment
      of
      the amendment, termination, or suspension.





Section
      11.2  Contractual
      Obligation .
      The
      Company makes a contractual obligation that any amendment, suspension, or
      termination of the Supplemental Plan shall comply with the terms of Section
      11.1.





**Article
      XII—Miscellaneous**





Section
      12.1  Employment
      Rights .
      Nothing
      contained in the Supplemental Plan shall be construed as a contract of
      employment between the Company and the Participant, or as a right of any
      employee to be continued in the employment of the Company, or as a limitation
      of
      the right of the Company to discharge any of its employees, with or without
      cause.





Section
      12.2  Rights
      of the Committee .
      To the
      extent permitted by law, the Company shall indemnify the Committee (including
      any officers and employees of the Company appointed to act on behalf of the
      Committee) and hold such individuals harmless from and against any damages,
      losses, costs, and expenses incurred (including, without limitation, expenses
      of
      investigation and the fees and expenses of counsel) in the course of
      administering the Supplemental Plan. The Company shall bear all expenses of
      the
      Committee incurred in the course of administering the Supplemental
      Plan.





Section
      12.3  Benefit
      Statements .
      At
      least annually, the Company shall provide a statement of benefits under the
      Supplemental Plan to all Participants (or Beneficiaries) that includes the
      information necessary to calculate the possible prospective Retirement Benefit,
      Disability Benefit, and Death Benefit with respect to the Participant, based
      upon Participant's compensation through such year.





Section
      12.4  Assignment .
      The
      benefits payable under the Supplemental Plan may not be assigned or
      alienated.





Section
      12.5  Applicable
      Law .
      The
      Supplemental Plan shall be governed by the laws of Delaware except to the extent
      preempted by ERISA.





Section
      12.6  Effective
      Date .
      The
      Supplemental Plan shall take effect as of the Distribution Date.





Section
      12.7  Entire
      Plan .
      This
      writing is the final expression of the Supplemental Plan and a complete and
      exclusive statement of its terms, except that to the extent that this
      Supplemental Plan refers to the Trust, the terms of the Trust Agreement, as
      of
      the date immediately preceding a Change of Control, shall be deemed to be
      incorporated herein.





Section
      12.8  Terms .
      Except
      as required otherwise by the context, capitalized terms that are used in this
      Supplemental Plan shall have the meaning assigned to them in Article II or
      elsewhere in this Supplemental Plan. Feminine or neuter pronouns shall be
      substituted for those of the masculine form and the plural shall be substituted
      for the singular, in any place or places herein where the context may require
      such substitution or substitutions. The title and headings of the Sections
      of
      this Supplemental Plan are for convenience only, and are not intended to be
      a
      part of or to affect the meaning or interpretation of this Supplemental
      Plan.





Section
      12.9  Waiver .
      Any
      waiver of or failure to enforce any provision of this Supplemental Plan in
      any
      instance shall not be deemed a waiver of such provision as to any other or
      subsequent instance.





20








**Article
      XIII—Benefits for Retired Western Atlas Employees**





Section
      13.1  Benefit
      Payments .
      If, as
      a result of the spin-off of UNOVA, Inc. from Western Atlas, the parties agree
      that the Company will assume the benefit obligations under the Western Atlas
      Plan with respect to certain individuals who are in pay status under the Western
      Atlas Plan, such benefit obligations shall be provided hereunder as if such
      benefits accrued under this Supplemental Plan, as it may be amended from time
      to
      time.





**IN
      WITNESS WHEREOF** ,
      the
      Company has caused this Supplemental Plan to be executed by its duly authorized
      officers as of the ____ day of ___________________, 2000.





**UNOVA,
      INC.**








WITNESS:
      ______________________  By:
      ________________________________


Michael
      E. Keane








WITNESS:
      ______________________  By:
      ________________________________


Charles
      A. Cusumano









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