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                                                                   EXHIBIT 10.12



                               CUNO Incorporated


       Termination and Change of Control Agreement for Corporate Officers
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                               CUNO Incorporated



                Termination and Change of Control Agreement for

                               Timothy B. Carney



1.    Term and Application ................................................... 1
2.    Office and Duties ...................................................... 2
3.    Salary and Annual Incentive Compensation ............................... 2
4.    Long-Term Compensation, Including Stock Options, and Benefits,
      Deferred Compensation, and Expense Reimbursement ....................... 3
5.    Termination of Employment .............................................. 4
6.    Termination Due to Normal Retirement, Death, or Disability ............. 5
7.    Termination of Employment For Reasons Other Than Normal Retirement,
      Death or Disability .................................................... 6
8.    Termination by the Company Without Cause and Termination by
      Executive for Good Reason During the Extended Employment Period .........8
9.    Definitions Relating to Termination Events .............................11
10.   Excise Tax Gross-Up ....................................................14
11.   Non-Competition and Non-Disclosure; Executive Cooperation ..............18
12.   Governing Law; Disputes; Arbitration  ..................................19
13.   Miscellaneous ..........................................................20
14.   Indemnification ........................................................22
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                  TERMINATION AND CHANGE OF CONTROL AGREEMENT

         THIS TERMINATION AND CHANGE OF CONTROL AGREEMENT ("Termination
Agreement") by and between CUNO Incorporated, a Delaware corporation (the
"Company"), and Timothy B. Carney ("Executive") is and shall become effective as
of October 1, 1996 (the "Effective Date").

                                   WITNESSETH

         After due consideration by the Board of Directors in meetings of the
Board of Directors held on July 15 and 25, 1996, the Board of Directors of the
Company (the "Board") has determined that it is in the best interests of the
Company and its shareholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below) of the Company. The Board
believes it is imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks created by a pending
or threatened Change of Control and to encourage the Executive's full attention
and dedication to the Company currently and in the event of any threatened or
pending Change of Control, and to provide the Executive with compensation and
benefits arrangements upon a Change of Control which ensure that the
compensation and benefits expectations of the Executive will be satisfied and
which are competitive with those of other corporations. Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this
Termination Agreement.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1. Term and Application. The Term of this Termination Agreement shall
commence on the date hereof and shall terminate, except to the extent that any
obligation of the Company under this Termination Agreement remains unpaid as of
such time, on the date five (5) years from the date hereof (subject to earlier
termination in accordance with Section 5 below); provided, however, that on or
after the Extension Date (as defined below), the Term of this Termination
Agreement shall be the Extended Employment Period (as defined below). As long as
the Extension Date has not occurred, commencing on the date five (5) years after
the date of this Termination Agreement and each anniversary date of this
Termination Agreement thereafter, the Term of this Termination Agreement shall
automatically be extended for one (1) additional year unless not later than on
(1) year prior to the date five (5) years after the date of this Termination
Agreement or subsequent anniversary date, the Company or Executive shall have
given written notice to the other of its intention not to extend this
Termination Agreement. If there is a conflict between the Employment Agreement,
if any, between the Company and Executive ("Employment Agreement") and this
Termination Agreement, this Termination Agreement shall supersede the Employment
Agreement; provided the Executive shall receive the more valuable payment, right
or benefit under the Employment Agreement and this Termination Agreement. In no
event shall Executive receive any payment, right or
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benefit under both this Termination Agreement and the Employment Agreement with
respect to the same Date of Termination (as defined below).

         2.       Office and Duties.

                  (a) Generally. During the Extended Employment Period, the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held,
exercised and assigned at any time during the 120-day period immediately
preceding the Extension Date.

                  During the Extended Employment Period it shall not be a
violation of the Executive Employment Agreement or this Termination Agreement
for the Executive to (i) serve on corporate, civic or charitable boards or
committees, (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions, and (iii) manage personal investments, so long as the
activities listed in (i), (ii) and (iii) do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance with this Termination Agreement, and (iv) serve in any capacity
(whether employee, officer, director or consultant) with respect to Commercial
Intertech Corp. It is expressly understood and agreed that, to the extent that
any activities have been conducted by the Executive prior to the Extension Date,
the continued conduct of such activities (or the conduct of activities similar
in nature and scope thereto) subsequent to the Extension Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

                  (b) Place of Employment. During the Extended Employment
Period, the Executive's services shall be performed at the location where the
Executive was employed immediately preceding the Extension Date or any office or
location less than thirty-five (35) miles from such location.

         3. Salary and Annual Incentive Compensation.

                  (a) Base Salary. During the Extended Employment Period, the
Executive shall receive an Annual Base Salary, which shall be paid at a monthly
rate, at least equal to twelve (12) times the highest monthly base salary paid
or payable, including any base salary which has been earned but deferred, to the
Executive by the Company and its affiliated companies in respect of the 12-month
period immediately preceding the month in which the Extension Date occurs.
During the Extended Employment Period, the Annual Base Salary shall be reviewed
no more than twelve (12) months after the last salary increase awarded to the
Executive prior to the Extension Date and thereafter at least annually. Any
increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Termination Agreement. Annual Base Salary
shall not be reduced after any such increase and the term Annual Base Salary as
utilized in this Termination Agreement shall refer to Annual Base Salary as so
increased. As used in this Termination


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Agreement, the term "affiliated companies" shall include any company controlled
by, controlling or under common control with the Company.

                  (b) Annual Incentive Compensation. During the Extended
Employment Period, any annual incentive compensation payable to Executive shall
be paid in accordance with the Company's usual practices with respect to payment
of incentive compensation of senior executives, including, without limitation,
the Company's Senior Management Target Incentive Plan and Salaried Employee
Incentive Plan (except to the extent deferred). In addition to Annual Base
Salary, the Executive shall be awarded, for each fiscal year ending during the
Extended Employment Period, an annual bonus (the "Annual Bonus") in cash at
least equal to the highest average of the Executive's annual incentive
compensation for any two full fiscal years in the most recent five full fiscal
years (annualized in the event that the Executive was not employed by the
Company for the whole of any such fiscal year or the fiscal year consisted of
less than twelve (12) months) (the "Recent Annual Bonus"). Each such Annual
Bonus shall be paid no later than the end of the third month of the fiscal year
next following the fiscal year for which the Annual Bonus is awarded, unless the
Executive shall elect to defer the receipt of such Annual Bonus.

         4.       Long-Term Compensation, Including Stock Options, and Benefits,
                  Deferred Compensation, and Expense Reimbursement

                  (a) Executive Compensation Plans. During the Extended
Employment Period, the compensation plans, practices, policies and programs, in
the aggregate, including without limitation the long-term incentive features of
the Company's stock option and award plans, shall provide Executive with
benefits, options to acquire Company stock and compensation and incentive award
opportunities substantially no less favorable than those provided by the Company
under such plans and programs to senior executives in similar capacities. During
the Extended Employment Period, in no event shall such plans, practices,
policies and programs provide the Executive with incentive opportunities
(measured with respect to both regular and special incentive opportunities, to
the extent, if any, that such distinction is applicable), in each case, be less
favorable, in the aggregate, than the most favorable of those provided by the
Company and its affiliated companies for the Executive under such plans,
practices, policies and programs as in effect at any time during the 120-day
period immediately preceding the Extension Date or if more favorable to the
Executive, those provided generally at any time after the Extension Date to
other peer executives of the Company and its affiliated companies. For purposes
of this Termination Agreement, all references to "performance share plans" and
"performance shares" refer to such arrangements under the Company's stock option
and award plans and to any performance shares, performance units, stock grants,
or other long-term incentive arrangements adopted as a successor or replacement
to performance shares under such plans or other plans of the Company.

                  (b) Employee and Executive Benefit Plans. During the Extended
Employment Period, benefit plans, practices, policies and programs, in the
aggregate, shall provide Executive with benefits substantially no less favorable
than those


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provided by the Company to senior executives in similar capacities. During the
Extended Employment Period, in no event shall such plans, practices, policies
and programs provide the Executive with benefits which are less favorable, in
the aggregate, than the most favorable of such plans, practices, policies and
programs in effect for the Executive at any time during the 120-day period
immediately preceding the Extension Date or, if more favorable to the Executive,
those provided generally at any time after the Extension Date to other peer
executives of the Company and its affiliated companies.

         5. Termination of Employment.

            (a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Term of this Termination
Agreement. If the Company determines in good faith that the Disability of the
Executive has occurred during the Term of this Termination Agreement, it may
give to the Executive written notice in accordance with Section 13(d) of this
Termination Agreement of its intention to terminate the Executive's employment.
In such event, the Executive's Date of Termination is effective on the 30th day
after receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the thirty (30) days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties.

            (b) Notice of Termination. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(d) of
this Termination Agreement. For purposes of this Termination Agreement, a
"Notice of Termination" means a written notice which (i) indicates the specific
termination provision in this Termination Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated and (iii) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the Date of
Termination (which date shall be not more than thirty (30) days after the giving
of such notice). The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing of
Good Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

            (c) Date of Termination. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
Date of Termination shall be the date on which the Company notifies the
Executive of such Date of Termination, and (iii) if the Executive's employment
is terminated by reason of death or Disability, or due to his voluntary decision
to retire on or after his Normal Retirement Date other


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than for Good Reason, the Date of Termination shall be the date of death of the
Executive, the Disability Effective Date, or the date the Executive notifies the
Company that the Executive's employment will terminate, as the case may be.
Notwithstanding the foregoing, solely the transfer of an Executive to employment
with an affiliated companies shall not constitute a termination of employment
with the Company.

         6. Termination Due to Normal Retirement, Death, or Disability

            Upon an Executive's Date of Termination due to his voluntary
decision to retire on or after his Normal Retirement Date (other than for Good
Reason during the Extended Employment Period), death or Disability, the Term of
this Termination Agreement will immediately terminate and all obligations of the
Company and Executive under this Termination Agreement will immediately cease;
provided, however, that subject to the provisions of Section 13(c), the Company
will pay Executive (or his beneficiaries or estate), and Executive (or his
beneficiaries or estate) will be entitled to receive, the following:

            (a) The unpaid portion of Annual Base Salary at the rate payable, in
accordance with Section 3(a) hereof, at the Date of Termination, pro rated
through such Date of Termination, will be paid;

            (b) All vested, nonforfeitable amounts owing and accrued at the Date
of Termination under any compensation and benefit plans, programs, and
arrangements in which Executive theretofore participated will be paid under the
terms and conditions of the plans, programs, and arrangements (and agreements
and documents thereunder) pursuant to which such compensation and benefits were
granted, including any supplemental retirement plan in which the Executive may
have participated;

            (c) In lieu of any annual incentive compensation under Section 3(b)
for the year in which Executive's employment terminated (unless otherwise
payable under (b) above), Executive will be paid an amount equal to the average
annual incentive compensation paid to Executive in the three years immediately
preceding the year of termination (or, if Executive was not eligible to receive
or did not receive such incentive compensation for any year in such three year
period, the Executive's target annual incentive compensation for such year(s)
shall be used to calculate average annual incentive compensation) multiplied by
a fraction the numerator of which is the number of days Executive was employed
in the year of termination and the denominator of which is the total number of
days in the year of termination;

            (d) Stock options then held by Executive will be exercisable to the
extent and for such periods, and otherwise governed, by the plans and programs
and the agreements and other documents thereunder pursuant to which such stock
options were granted; and


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            (e) If Executive's Date of Termination is due to Disability, for the
period extending from such Date of Termination until Executive reaches age 65,
Executive shall continue to participate in all employee benefit plans, programs,
and arrangements providing health, medical, and life insurance in which
Executive was participating immediately prior to the Date of Termination, the
terms of which allow Executive's continued participation, as if Executive had
continued in employment with the Company during such period or, if such plans,
programs, or arrangements do not allow Executive's continued participation, a
cash payment equivalent on an after-tax basis to the value of the additional
benefits Executive would have received under such employee benefit plans,
programs, and arrangements in which Executive was participating immediately
prior to the Date of Termination, as if Executive had received credit under such
plans, programs, and arrangements for service and age with the Company during
such period following Executive's Date of Termination, with such benefits
payable by the Company at the same times and in the same manner as such benefits
would have been received by Executive under such plans (it being understood that
the value of any insurance-provided benefits will be based on the premium cost
to Executive, which shall not exceed the highest risk premium charged by a
carrier having an investment grade or better credit rating).

Amounts which are immediately payable above will be paid as promptly as
practicable after Executive's Date of Termination; provided, however, to the
extent that or the Company would not be entitled to deduct any such payments
under Internal Revenue Code Section 162(m), such payments shall be made at the
earliest time that the payments would be deductible by the Company without
limitation under Section 162(m) (unless this provision is waived by the
Company). Any deferred payment shall be credited with the interest at a rate
applied to prevent the imputation of taxable income under the Code.

         7. Termination of Employment For Reasons Other Than Normal Retirement,
            Death or Disability

            (a) Termination by the Company for Cause and Termination by
Executive. Upon an Executive's Date of Termination by the Company for Cause, or
voluntarily by Executive for reasons other than Good Reason or other than the
attainment of the Normal Retirement Date, death or Disability, the Term will
immediately terminate, and all obligations of the Company under Sections 1
through 4 of this Termination Agreement will immediately cease; provided,
however, that subject to the provisions of Section 13(c), the Company shall pay
Executive (or his or her beneficiaries), and Executive (or his or her
beneficiaries) shall be entitled to receive, the following:

                (i) The unpaid portion of Annual Base Salary at the rate
payable, in accordance with Section 4(a) hereof, at the Date of Termination, pro
rated through such Date of Termination, will be paid; and


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                (ii) All vested, nonforfeitable amounts owing and accrued at the
                     Date of Termination under any compensation and benefit
                     plans, programs, and arrangements in which Executive
                     theretofore participated will be paid under the terms and
                     conditions of the plans, programs, and arrangements (and
                     agreements and documents thereunder) pursuant to which such
                     compensation and benefits were granted, including any
                     supplemental retirement plan in which the Executive may
                     have participated.

Amounts which are immediately payable above will be paid as promptly as
practicable after the Executive's Date of Termination; provided, however, to the
extent that the Company would not be entitled to deduct any such payments under
Internal Revenue Code Section 162(m), such payments shall be made at the
earliest time that the payments would be deductible by the Company without
limitation under Section 162(m) (unless this provision is waived by the
Company). Any deferred payment shall be credited with the interest at a rate
applied to prevent the imputation of taxable income under the Code.

            (b) Termination by the Company Without Cause. Upon an Executive's
Date of Termination by the Company prior to the Extension Date without Cause,
the Term will terminate and all obligations of the Company and Executive under
Sections 1 through 4 of this Termination Agreement will immediately cease;
provided, however, that subject to the provisions of Section 13(c) the Company
shall pay to the Executive (or his or her beneficiaries) and Executive (or his
or her beneficiaries) shall be entitled to receive within, or commencing within,
thirty (30) days after the Date of Termination, the following amounts:

                (i)  the Executive's Annual Base Salary through the Date of
                     Termination to the extent not theretofore paid;

                (ii) twenty-four (24) bi-monthly payments during a twelve (12)
                     consecutive month period equal to the Executive's Annual
                     Base Salary divided by twenty-four (24); provided, however,
                     notwithstanding anything to the contrary in the Termination
                     Agreement or in the Employment Agreement, none of such
                     amounts shall qualify Executive for any incremental benefit
                     under any plan or program in which he has participated or
                     continues to participate;

                (iii) stock options then held by Executive will be exercisable
                      to the extent and for such periods, and otherwise
                      governed, by the plans and programs and the agreements and
                      other documents thereunder pursuant to which such stock
                      options were granted; and


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                (iv) all vested, nonforfeitable amounts owing and accrued at the
                     Date of Termination under any compensation and benefit
                     plans, programs, and arrangements in which Executive
                     theretofore participated will be paid under the terms and
                     conditions of the plans, programs, and arrangements (and
                     agreements and documents thereunder) pursuant to which such
                     compensation and benefits were granted, including any
                     supplemental retirement plan in which the Executive may
                     have participated.

Amounts which are immediately payable above will be paid as promptly as
practicable after Executive's Date of Termination; provided, however, to the
extent that or the Company would not be entitled to deduct any such payments
under Internal Revenue Code Section 162(m), such payments shall be made at the
earliest time that the payments would be deductible by the Company without
limitation under Section 162(m) (unless this provision is waived by the
Company). Any deferred payment shall be credited with the interest at a rate
applied to prevent the imputation of taxable income under the Code.

            8.  Termination by the Company Without Cause and Termination by
                Executive for Good Reason During the Extended Employment Period

                Upon an Executive's Date of Termination during the Extended
Employment Period by the Company without Cause or voluntarily by the Executive
for Good Reason, the Term of this Termination Agreement will immediately
terminate and all obligations of the Company and Executive under Sections 1
through 4 of this Termination Agreement will immediately cease; provided,
however, that subject to the provisions of Section 13(c) the Company shall pay
Executive (or his or her beneficiaries), and Executive (or his or her
beneficiaries) shall be entitled to receive, the following:

                (a) the Company shall pay to the Executive in a lump sum in cash
on the Date of Termination the aggregate of the following amounts:

            (i) the sum of (1) the Executive's Annual Base Salary through the
                Date of Termination to the extent not theretofore paid, and (2)
                the product of (x) the higher of (A) the Recent Annual Bonus and
                (B) the Executive's current Annual Bonus paid or payable for the
                Company's fiscal year in which occurs the Date of Termination,
                assuming Executive and Company satisfy all conditions to
                Executive's receiving the full Annual Bonus at target (and
                annualized for any fiscal year consisting of less than twelve
                (12) full months or during which the Executive was employed for
                less than twelve (12) full months), (such higher amount being
                referred to as the "Highest Annual Bonus") and (y) a fraction,
                the numerator of which is the number of days in


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                  the current fiscal year through the Date of Termination, and
                  the denominator of which is 365;

            (ii)  the amount equal to three (3) times the sum of (1) the
                  Executive's Annual Base Salary and (2) the Highest Annual
                  Bonus. (Payment of any amount under Section 8(a)(i) shall not
                  constitute a payment or discharge of the Company's obligation
                  under Section 8(a)(ii) and vice versa);

            (iii) in lieu of any payment in respect of performance shares, or
                  other long term incentive awards granted prior to the
                  Extension Date or in accordance with Section 4(a) hereof, for
                  any performance period not completed at the Executive's Date
                  of Termination, an amount equal to the cash amount payable
                  plus the value of any shares, dividends or other property
                  (valued at the Date of Termination) payable upon the
                  achievement of the then existing performance in respect of
                  each tranche of such performance shares or awards as if the
                  Date of Termination were the end of the performance period,
                  but in no event less than one hundred percent (100%) of
                  target, multiplied by (A) with respect to any tranche as of
                  the Date of Termination for which at least fifty percent (50%)
                  of the performance period has elapsed, one hundred percent
                  (100%), and (B) with respect to any tranche as of the Date of
                  Termination for which less than fifty percent (50%) of the
                  performance period has elapsed, a fraction, the numerator of
                  which is the number of days that have elapsed in the relevant
                  performance period and the denominator of which is the total
                  number of days in the relevant performance period; and

            (iv)  to the extent not covered in (i), (ii), (iii) or (iv), all
                  vested, nonforfeitable amounts owing or accrued at the Date of
                  Termination under any other compensation and benefit plans,
                  programs, and arrangements in which Executive theretofore
                  participated, including any supplemental retirement plan in
                  which the Executive may have participated, will be paid under
                  the terms and conditions of the plans, programs, and
                  arrangements (and agreements and documents thereunder)
                  pursuant to which such compensation and benefits were granted.

      (b) Stock options then held by Executive will be exercisable and
restricted stock held by the Executive will be vested to the extent and for such
periods, and otherwise governed, by the plans and programs (and the agreements
and


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other documents thereunder) pursuant to which such stock options or restricted
stock were granted;

      (c) For three (3) years after the Executive's Date of Termination, or such
longer period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue welfare plan benefits to the
Executive and/or the Executive's family at least equal to those which would have
been provided to them in accordance with the plans, programs, practices and
policies described in Section 4(b) of this Termination Agreement if the
Executive's employment had not been terminated or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies and their families,
provided, however, that if the Executive is employed with another employer and
is eligible to receive medical or other welfare benefits under another
employer-provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of eligibility. If such plans, programs, or arrangements do
not allow Executive's continued participation, a cash payment equivalent on an
after-tax basis to the value of the additional benefits Executive would have
received under such employee benefit plans, programs, and arrangements in which
Executive was participating immediately prior to the Date of Termination, as if
Executive had received credit under such plans, programs, and arrangements for
service and age with the Company during such period following Executive's Date
of Termination, with such benefits payable by the Company at the same times and
in the same manner as such benefits would have been received by Executive under
such plans (it being understood that the value of any insurance-provided
benefits will be based on the premium cost to Executive, which shall not exceed
the highest risk premium charged by a carrier having an investment grade or
better credit rating);

      (d) outplacement services the scope and provider of which shall be
selected by the Executive in his sole discretion, provided by the Company at its
sole expense as incurred;

      (e) for three (3) years after Executive's Date of Termination, a continued
application of the Company's auto leasing policy in effect on the Extension Date
with respect to the Executive;

      (f) for one (1) year after Executive's Date of Termination, the provision
of reasonable personal tax accounting and financial planning by a firm chosen by
Executive and reasonably acceptable to the Company;

      (g) for three (3) years after the Executive's Date of Termination, the
payment of all regular lunch and country club membership dues or fees in respect
of any lunch or country club of which Executive is a member on Executive's Date
of Termination; and

      (h) for three (3) years after Executive's Date of Termination, the payment
of normal insurance premiums with respect to the insurance policies on the


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life of Executive under the Company's Group Replacement Insurance Program of
Commercial Intertech Corp, or any successor thereto.

      9. Definitions Relating to Termination Events.

         (a) "Cause." For purposes of this Termination Agreement, "Cause" shall
mean Executive's gross misconduct (as defined herein). For purposes of this
definition, "gross misconduct" shall mean (A) a felony conviction in a court of
law under applicable federal or state laws which results in material damage to
the Company or any of its subsidiaries or materially impairs the value of
Executive's services to the Company, or (B) willfully engaging in one or more
acts, or willfully omitting to act in accordance with duties hereunder, which is
demonstrably and materially damaging to the Company or any of its subsidiaries,
including acts and omissions that constitute gross negligence in the performance
of Executive's duties under this Termination Agreement. Notwithstanding the
foregoing, Executive may not be terminated for Cause unless and until there
shall have been delivered to him a copy of a resolution duly adopted by a
majority affirmative vote of the membership of the Board of Directors of the
Company (the "Board") (excluding Executive, if he is then a member) at a meeting
of the Board called and held for such purpose (after giving Executive reasonable
notice specifying the nature of the grounds for such termination and not less
than 30 days to correct the acts or omissions complained of, if correctable, and
affording Executive the opportunity, together with his counsel, to be heard
before the Board) finding that, in the good faith opinion of the Board,
Executive was guilty of conduct which constitutes Cause as set forth in this
Section 9(a).

         (b) "Change of Control." For the purpose of this Termination Agreement,
a "Change of Control" shall mean:

                  (i)      The 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 twenty percent
                           (20%) or more of either (A) the then-outstanding
                           shares of common stock of the Company (the
                           "Outstanding Company Common Stock") or (B) 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"); provided, however, that
                           for purposes of this subsection (i), the following
                           acquisitions shall not constitute a Change of
                           Control: (A) any acquisition 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, (D) any
                           acquisition by a lender to the Company pursuant to a
                           debt


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                           restructuring of the Company, or (E) any acquisition
                           by any corporation pursuant to a transaction which
                           complies with clauses (A), (B) and (C) of subsection
                           (iii) of this Section 9;

                  (ii)     Individuals who, as of the 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
                           becoming a director subsequent to the 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
                           excluding, for this purpose, any such individual
                           whose initial assumption of office occurs as a result
                           of an actual or threatened election contest with
                           respect to the election or removal of directors or
                           other actual or threatened solicitation of proxies or
                           consents by or on behalf of a Person other than the
                           Board;

                  (iii)    Consummation of a reorganization, merger or
                           consolidation or sale or other disposition of all or
                           substantially all of the assets of the Company (a
                           "Business Combination"), in each case, unless,
                           following such Business Combination, (A) all or
                           substantially all of the individuals and entities who
                           were the beneficial owners, respectively, of the
                           Outstanding Company Common Stock and Outstanding
                           Company Voting Securities immediately prior to such
                           Business Combination beneficially own, directly or
                           indirectly, more than fifty percent (50%) of,
                           respectively, the then-outstanding shares of common
                           stock and the combined voting power of the then
                           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, (B) no Person
                           (excluding any corporation resulting from such
                           Business Combination or any employee benefit plan (or
                           related trust) of the Company or such corporation
                           resulting from such Business Combination)
                           beneficially owns, directly or indirectly, twenty
                           percent (20%) or more of, respectively, the then


                                       12
<PAGE>   15
                           outstanding shares of common stock of the corporation
                           resulting from such Business Combination, or the
                           combined voting power of the then outstanding voting
                           securities of such corporation except to the extent
                           that such ownership existed prior to the Business
                           Combination and (C) at least a majority of the
                           members of the board of directors of the corporation
                           resulting from such Business Combination were 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

                  (iv)     Approval by the shareholders of the Company of a
                           complete liquidation or dissolution of the Company.

         (c) "Disability" means the failure of Executive to render and perform
the services required of him under this Termination Agreement, for a total of
180 days or more during any consecutive 12 month period, because of any physical
or mental incapacity or disability as determined by a physician or physicians
selected by the Company and reasonably acceptable to Executive, unless, within
30 days after Executive has received written notice from the Company of a
proposed Date of Termination due to such absence, Executive shall have returned
to the full performance of his duties hereunder and shall have presented to the
Company a written certificate of Executive's good health prepared by a physician
selected by Company and reasonably acceptable to Executive.

         (d) "Extended Employment Period" shall mean the period commencing on
the Extension Date and ending on the third anniversary of such date.

         (e) "Extension Date" shall mean the first date during the Term of this
Termination Agreement on which a Change of Control occurs. Anything in this
Termination Agreement or the Employment Agreement to the contrary
notwithstanding, if a Change of Control occurs and if the Executive's employment
with the Company is terminated prior to the date on which the Change of Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change of Control or (ii) otherwise
arose in connection with or anticipation of a Change of Control, then for all
purposes of the Employment Agreement the "Extension Date" shall mean the date
immediately prior to the date of such termination of employment.

         (f) "Good Reason." For purposes of this Termination Agreement, "Good
Reason" shall mean the occurrence of a Change of Control and following which but
not later than the third anniversary of the date of the Change of Control there
occurs, without Executive's prior written consent:

                  (i)      the assignment to the Executive of any duties
                           inconsistent in any respect with the Executive's
                           position (including


                                       13
<PAGE>   16
                    status, offices, titles and reporting requirements),
                    authority, duties or responsibilities as contemplated by
                    Section 2(a) of this Termination Agreement, or any other
                    action by the Company which results in a diminution in such
                    position, authority, duties or responsibilities, excluding
                    for this purpose an isolated, insubstantial and inadvertent
                    action not taken in bad faith and which is remedied by the
                    Company promptly after receipt of notice thereof given by
                    the Executive;

             (ii)   any failure by the Company to comply with any of the
                    provisions of Section 4 of this Termination Agreement or the
                    Employment Agreement, other than an isolated, insubstantial
                    and inadvertent failure not occurring in bad faith and which
                    is remedied by the Company promptly after receipt of notice
                    thereof given by the Executive;

             (iii)  the Company's requiring the Executive to be based at any
                    office or location other than as provided in Section 2(b)
                    hereof or the Company's requiring the Executive to travel on
                    Company business to a substantially greater extent than
                    required immediately prior to the Effective Date;

             (iv)   any failure by the Company to perform any material
                    obligation under, or breach by the Company of any material
                    provision of, this Termination Agreement;

             (v)    any purported termination by the Company of the Executive's
                    employment otherwise than as expressly permitted by this
                    Termination Agreement; or

             (vi)   any failure by the Company to comply with and satisfy
                    Section 12(b) of this Termination Agreement.

For purposes of this Section, any good faith determination of "Good Reason" made
by the Executive shall be conclusive.


         (g) "Normal Retirement Date." For purposes of this Termination
Agreement, an Executive's Normal Retirement Date is his or her attainment of age
sixty-five (65).

      10. Excise Tax Gross-Up.

          If Executive becomes entitled to one or more payments (with a
"payment" including, without limitation, the vesting of an option or other
non-cash benefit or property), whether pursuant to the terms of this Termination
Agreement or


                                       14
<PAGE>   17
any other plan, arrangement, or agreement with the Company or any affiliated
company (the "Total Payments"), which are or become subject to the tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code")
(or any similar tax that may hereafter be imposed) (the "Excise Tax"), the
Company shall pay to Executive at the time specified below an additional amount
(the "Gross-up Payment") (which shall include, without limitation, reimbursement
for any penalties and interest that may accrue in respect of such Excise Tax)
such that the net amount retained by Executive, after reduction for any Excise
Tax (including any penalties or interest thereon) on the Total Payments and any
federal, state and local income or employment tax and Excise Tax on the Gross-up
Payment provided for by this Section 10, but before reduction for any federal,
state, or local income or employment tax on the Total Payments, shall be equal
to the sum of (a) the Total Payments, and (b) an amount equal to the product of
any deductions disallowed for federal, state, or local income tax purposes
because of the inclusion of the Gross-up Payment in Executive's adjusted gross
income multiplied by the highest applicable marginal rate of federal, state, or
local income taxation, respectively, for the calendar year in which the Gross-up
Payment is to be made.

                  For purposes of determining whether any of the Total Payments
will be subject to the Excise Tax and the amount of such Excise Tax:

                  (a) The Total Payments shall be treated as "parachute
payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess
parachute payments" within the meaning of Section 280G(b)(1) of the Code shall
be treated as subject to the Excise Tax, unless, and except to the extent that,
in the written opinion of independent legal counsel, compensation consultants or
auditors of nationally recognized standing ("Independent Advisors") selected by
the Company and reasonably acceptable to Executive, the Total Payments (in whole
or in part) do not constitute parachute payments, or such excess parachute
payments (in whole or in part) represent reasonable compensation for services
actually rendered within the meaning of Section 280G(b)(4) of the Code in excess
of the base amount within the meaning of Section 280G(b)(3) of the Code or are
otherwise not subject to the Excise Tax;

                  (b) The amount of the Total Payments which shall be treated as
subject to the Excise Tax shall be equal to the lesser of (i) the total amount
of the Total Payments or (ii) the total amount of excess parachute payments
within the meaning of Section 280G(b)(1) of the Code (after applying clause (a)
above); and

                  (c) The value of any non-cash benefits or any deferred payment
or benefit shall be determined by the Independent Advisors in accordance with
the principles of Sections 280G(d)(3) and (4) of the Code.

                  For purposes of determining the amount of the Gross-up
Payment, Executive shall be deemed (A) to pay federal income taxes at the
highest marginal rate of federal income taxation for the calendar year in which
the Gross-up Payment is to be made; (B) to pay any applicable state and local
income taxes at the highest


                                       15
<PAGE>   18
marginal rate of taxation for the calendar year in which the Gross-up Payment is
to be made, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes if paid in such year
(determined without regard to limitations on deductions based upon the amount of
Executive's adjusted gross income); and (C) to have otherwise allowable
deductions for federal, state, and local income tax purposes at least equal to
those disallowed because of the inclusion of the Gross-up Payment in Executive's
adjusted gross income. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at the time
the Gross-up Payment is made, Executive shall repay to the Company at the time
that the amount of such reduction in Excise Tax is finally determined (but, if
previously paid to the taxing authorities, not prior to the time the amount of
such reduction is refunded to Executive or otherwise realized as a benefit by
Executive) the portion of the Gross-up Payment that would not have been paid if
such Excise Tax had been applied in initially calculating the Gross-up Payment,
plus interest on the amount of such repayment at the rate provided in Section 
1274(b)(2) (B) of the Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder at the time the Gross-up Payment
is made (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-up Payment), the Company shall
make an additional Gross-up Payment and shall indemnify and hold Executive
harmless in respect of such excess (plus any interest and penalties payable with
respect to such excess) at the time that the amount of such excess is finally
determined.

                  The Gross-up Payment provided for above shall be paid on the
30th day (or such earlier date as the Excise Tax becomes due and payable to the
taxing authorities) after it has been determined that the Total Payments (or any
portion thereof) are subject to the Excise Tax; provided, however, that if the
amount of such Gross-up Payment or portion thereof cannot be finally determined
on or before such day, the Company shall pay to Executive on such day an
estimate, as determined by the Independent Advisors, of the minimum amount of
such payments and shall pay the remainder of such payments (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code), as soon as
the amount thereof can be determined. In the event that the amount of the
estimated payments exceeds the amount subsequently determined to have been due,
such excess shall constitute a loan by the Company to Executive, payable on the
fifth day after demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code). If more than one Gross-up
Payment is made, the amount of each Gross-up Payment shall be computed so as not
to duplicate any prior Gross-up Payment.

                  The Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than ten (10) business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such shorter
period ending on the date that any


                                       16
<PAGE>   19
payment of taxes with respect to such claim is due). If the Company notifies the
Executive in writing prior to the expiration of such period that it desires to
contest such claim, the Executive shall:

                           (i)      give the Company any information reasonably
                                    requested by the Company relating to such
                                    claim,

                           (ii)     take such action in connection with
                                    contesting such claim as the Company shall
                                    reasonably request in writing from time to
                                    time, including, without limitation,
                                    accepting legal representation with respect
                                    to such claim by an attorney reasonably
                                    selected by the Company,

                           (iii)    cooperate with the Company in good faith in
                                    order effectively to contest such claim, and

                           (iv)     permit the Company to participate in any
                                    proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income for employment tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 10, the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or to contest the claim in any permissible manner, and the Executive
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that if the Company
directs the Executive to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive, on an interest-free basis
and shall indemnify and hold the Executive harmless, on an after-tax basis, from
any Excise Tax or income or employment tax (including interest or penalties with
respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority. If, after the receipt by
the Executive of an amount advanced by the Company pursuant to this Section 10,
the Executive becomes entitled to receive any refund with respect to such claim,
the Executive shall


                                       17
<PAGE>   20
(subject to the Company's complying with the requirements of this Section 10)
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Company pursuant to this
Section 10, a determination is made that the Executive shall not be entitled to
any refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration of thirty (30) days after such determination, then such advance shall
be forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.

           11.     Non-Competition and Non-Disclosure: Executive Cooperation.

                  (a) Non-Competition. Without the consent in writing of the
Board, upon the Executive's Date of Termination for any reason, Executive will
not, for a period of two years thereafter, acting alone or in conjunction with
others, directly or indirectly (i) engage (either as owner, investor, partner,
stockholder, employer, employee, consultant, advisor or director (other than as
below)) in any business in the continental United States which is a material
business conducted by the Company or any of its subsidiaries on the date of the
consummation of a Change of Control in which he has been directly engaged, or
has supervised as an executive, on the date of the consummation of a Change of
Control and which is directly in competition with a material business then
conducted by the Company or any of its subsidiaries on the date of the
consummation of a Change of Control; (ii) induce any customers of the Company or
any of its subsidiaries with whom Executive has had contacts or relationships,
directly or indirectly, during and within the scope of his employment with the
Company or any of its subsidiaries, to curtail or cancel their business with
such companies or any of them; or (iii) induce, or attempt to influence, any
employee of the Company or any of its subsidiaries to terminate employment. The
provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct
commitments independent of each of the other subparagraphs. It is agreed that
the ownership of not more than one percent of the equity securities of any
company having securities listed on an exchange or regularly traded in the
over-the-counter market shall not, of itself, be deemed inconsistent with clause
(i) of this paragraph (a), neither shall service (whether as an employee,
officer, director or consultant) with respect to Commercial Intertech Corp., nor
shall service as a member of a board of directors on which Executive is serving
on the Date of Termination (including any successor board thereto) be deemed, of
itself, to be inconsistent with clause (i) of this paragraph (a). The Executive
and the Company agree that the value to be assigned to the obligations of the
Executive under this paragraph (a) is $ * __________. Violation of Section 11(a)
or (b) shall not require Executive to return any payment or benefit previously
distributed to Executive.

                  (b) Non-Disclosure. Executive shall not at any time (including
following Executive's Date of Termination for any reason), disclose, use,
transfer, or sell, except in the course of employment with or other service to
the Company, any confidential or proprietary information of the Company or any
of its subsidiaries so

* An amount equal to one hundred percent (100%) of the Executive's Annual Base
Salary and Recent Annual Bonus.

                                       18

<PAGE>   21
long as such information has not otherwise been disclosed or is not otherwise in
the public domain, except as required by law or pursuant to legal process.

                  (c) Cooperation With Regard to Litigation. Executive agrees to
cooperate with the Company (including following Executive's Date of Termination
for any reason), on a reasonable basis when cooperation would not unreasonably
interfere with Executive's employment by making himself available to testify on
behalf of the Company or any subsidiary or affiliate of the Company, in any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, and to assist the Company, or any subsidiary or affiliate of the
Company, in any such action, suit, or proceeding, by providing information and
meeting and consulting with the Board and its representatives or counsel, or
representatives or counsel of or to the Company, or any subsidiary or affiliate
of the Company, as requested; provided, however, this subsection (c) shall not
apply to any action between the Executive and the Company to enforce this
Termination Agreement. The Company agrees to reimburse Executive, on an
after-tax basis, for all expenses actually incurred in connection with his
provision of testimony or assistance.

                  (d) Release of Employment Claims. Executive agrees, as a
condition to receipt of the termination payments and benefits provided
hereunder, that he will execute a release agreement, in a form satisfactory to
the Company, releasing any and all claims arising out of Executive's employment
(other than claims made pursuant to any indemnities provided under the articles
or by-laws of the Company, under any directors or officers liability insurance
policies maintained by the Company or enforcement of this Termination
Agreement).

                  (e) Survival. Notwithstanding any provision of this
Termination Agreement to the contrary, the provisions of this Section 11 shall
survive the termination or expiration of this Termination Agreement, shall be
valid and enforceable, and shall be a condition precedent to the Executive (or
his or her beneficiaries) receiving any amounts payable hereunder. The
obligations of Executive under this Section II and any comparable type of
obligation under the Employment Agreement are expressly conditioned upon
Company's satisfaction of its obligations to Executive under this Termination
Agreement and the Employment Agreement.

         12.     Governing Law; Disputes; Arbitration.

                  (a) Governing Law. This Termination Agreement is governed by
and is to be construed, administered, and enforced in accordance with the laws
of the State of Connecticut, without regard to Connecticut conflicts of law
principles, except insofar as federal laws and regulations may be applicable. If
under the governing law, any portion of this Termination Agreement is at any
time deemed to be in conflict with any applicable statute, rule, regulation,
ordinance, or other principle of law, such portion shall be deemed to be
modified or altered to the extent necessary to conform thereto or, if that is
not possible, to be omitted from this Termination Agreement. The invalidity of
any such portion shall not affect the force, effect, and validity of the
remaining portion hereof. If any court determines that any provision of Section
11 is


                                       19
<PAGE>   22
unenforceable because of the duration or geographic scope of such provision, it
is the parties' intent that such court shall have the power to modify the
duration or geographic scope of such provision, as the case may be, to the
extent necessary to render the provision enforceable and, in its modified form,
such provision shall be enforced.

                  (b) Reimbursement of Expenses in Enforcing Rights and Funding
of Obligations. On and after the Extension Date, all reasonable costs and
expenses (including fees and disbursements of counsel) incurred by Executive in
seeking to enforce rights pursuant to this Termination Agreement shall be paid
on behalf of or reimbursed to Executive promptly by the Company, whether or not
Executive is successful in asserting such rights; provided, however, that no
reimbursement shall be made of such expenses relating to any unsuccessful
assertion of rights if and to the extent that Executive's assertion of such
rights was in bad faith or frivolous, as determined by independent counsel
mutually acceptable to Executive and the Company and made without reference to
or not related to a Change of Control. Immediately prior to the Extension Date
but not less than five (5) days prior thereto, the Company agrees to maintain a
minimum amount in a rabbi trust (or to provide to the trustee of such rabbi
trust) an irrevocable letter of credit in an amount equal to such minimum amount
(and callable at will by such trustee) sufficient to fund any such litigation
and the aggregate present value of all liabilities potentially owed to the
Executive under this Agreement as if he or she had incurred a termination of
employment by the Company other than for Cause.

           13.    Miscellaneous.

                  (a) Integration. This Termination Agreement modifies and
supersedes any and all prior agreements and understandings between the parties
hereto with respect to the employment of Executive by the Company and its
subsidiaries, except for the Employment Agreement and contracts relating to
compensation under executive compensation and employee benefit plans of the
Company and only to the extent enforceable. Subject to the rights, benefits and
obligations provided for in such executive compensation contracts and employee
benefit plans of the Company, this Termination Agreement and the Employment
Agreement together constitute the entire agreement among the parties with
respect to the matters herein provided, and no modification or waiver of any
provision hereof shall be effective unless in writing and signed by the parties
hereto. Executive shall not be entitled to any payment, right or benefit under
this Termination Agreement which duplicates a payment, right or benefit received
or receivable by Executive under such prior agreements and understandings with
the Company or under any benefit or compensation plan of the Company.

                  (b) Non-Transferability. Neither this Termination Agreement
nor the rights or obligations hereunder of the parties hereto shall be
transferable or assignable by Executive, except in accordance with the laws of
descent and distribution or as specified in Section 13(c). The Company may
assign this Termination Agreement and the Company's rights and obligations
hereunder, and shall assign this Termination Agreement, to any Successor as
hereinafter defined) which, by operation of law or


                                       20
<PAGE>   23
otherwise, continues to carry on substantially the business of the Company prior
to the event of succession, and the Company shall, as a condition of the
succession, require such Successor to agree to assume the Company's obligations
and be bound by this Termination Agreement. For purposes of this Termination
Agreement, "Successor" shall mean any person that succeeds to, or has the
practical ability to control (either immediately or with the passage of time),
the Company's business directly, by merger or consolidation, or indirectly, by
purchase of the Company's voting securities or all or substantially all of its
assets, or otherwise.

                  (c) Beneficiaries. Executive shall be entitled to designate
(and change, to the extent permitted under applicable law) a beneficiary or
beneficiaries to receive any compensation or benefits payable hereunder
following Executive's death.

                  (d) Notices. Whenever under this Termination Agreement it
becomes necessary to give notice, such notice shall be in writing, signed by the
party or parties giving or making the same, and shall be served on the person or
persons for whom it is intended or who should be advised or notified, by Federal
Express or other similar overnight service or by certified or registered mail,
return receipt requested, postage prepaid and addressed to such party at the
address set forth below or at such other address as may be designated by such
party by like notice:

          If to the Company:            CUNO Incorporated
                                        400 Research Parkway
                                        Meriden, Connecticut 06450

                                        Attention: Secretary

          With copies to:               CUNO Incorporated
                                        400 Research Parkway
                                        Meriden, Connecticut 06450

                                        Attention: General Counsel

          If to Executive:              ________________________________________

                                        ________________________________________

                                        ________________________________________

If the parties by mutual agreement supply each other with telecopier numbers for
the purposes of providing notice by facsimile, such notice shall also be proper
notice under this Termination Agreement. In the case of Federal Express or other
similar overnight service, such notice or advice shall be effective when sent,
and, in the cases of certified or registered mail, shall be effective 2 days
after deposit into the mails by delivery to the U.S. Post Office.

                  (e) Reformation. The invalidity of any portion of this
Termination Agreement shall not be deemed to render the remainder of this
Termination Agreement invalid.


                                       21
<PAGE>   24
                  (f) Headings. The headings of this Termination Agreement are
for convenience of reference only and do not constitute a part hereof.

                  (g) No General Waivers. The failure of any party at any time
to require performance by any other party of any provision hereof or to resort
to any remedy provided herein or at law or in equity shall in no way affect the
right of such party to require such performance or to resort to such remedy at
any time thereafter, nor shall the waiver by any party of a breach of any of the
provisions hereof be deemed to be a waiver of any subsequent breach of such
provisions. No such waiver shall be effective unless in writing and signed by
the party against whom such waiver is sought to be enforced.

                  (h) No Obligation To Mitigate. Executive shall not be required
to seek other employment or otherwise to mitigate Executive's damages on or
after Executive's Date of Termination nor shall the amount of any payment
hereunder be reduced by any compensation earned by the Executive as a result of
employment by another employer; provided, however, that, to the extent Executive
receives from a subsequent employer health or other insurance benefits that are
substantially similar to the benefits referred to in this Termination Agreement,
any such benefits to be provided by the Company to Executive following the Term
shall be correspondingly reduced.

                  (i) Offsets: Withholding. The amounts required to be paid by
the Company to Executive pursuant to this Termination Agreement shall not be
subject to offset, counterclaim, recoupment, defense or other claim, right or
action which the Company may have against Executive or others, other than with
respect to any amounts that are owed to the Company by Executive due to his
receipt of Company funds as a result of his fraudulent activity. The foregoing
and other provisions of this Termination Agreement notwithstanding, all payments
to be made to Executive under this Termination Agreement will be subject to
required withholding taxes and other required deductions.

                  (j) Successors and Assigns. This Termination Agreement shall
be binding upon and shall inure to the benefit of Executive, his heirs,
executors, administrators and beneficiaries, and shall be binding upon and inure
to the benefit of the Company and its successors and assigns.

           14.    Indemnification.

                  All rights to indemnification by the Company now existing in
favor of Executive as provided in the Company's Articles of Incorporation or
Code of Regulations or pursuant to other agreements in effect on or immediately
prior to the Extension Date shall continue in full force and effect from the
Extension Date (including all periods after the expiration of the Term), and the
Company shall also advance expenses for which indemnification may be ultimately
claimed as such expenses are incurred to the fullest extent permitted under
applicable law, subject to any requirement that Executive provide an undertaking
to repay such advances if it


                                       22
<PAGE>   25
is ultimately determined that Executive is not entitled to indemnification;
provided, however, that any determination required to be made with respect to
whether Executive's conduct complies with the standards required to be met as a
condition of indemnification or advancement of expenses under applicable law and
the Company's Articles of Incorporation, Code of Regulations, or other agreement
shall be made by independent counsel mutually acceptable to Executive and the
Company (except to the extent otherwise required by law). After the date hereof,
the Company shall not amend its Articles of Incorporation or Code of Regulations
or any agreement in any manner which adversely affects the rights of Executive
to indemnification thereunder. Any provision contained herein notwithstanding,
this Termination Agreement shall not limit or reduce any rights of Executive to
indemnification pursuant to applicable law. In addition, the Company will
maintain directors' and officers' liability insurance in effect and covering
acts and omissions of Executive, during the Term and for a period of six years
thereafter, on terms substantially no less favorable as those in effect on the
Extension Date.

                 IN WITNESS WHEREOF, Executive has hereunto set his hand and
the Company has caused this instrument to be duly executed as of the day and
year first above written.

                                        CUNO Incorporated



                                        By:  /s/ Paul J Powers
                                             -----------------------------------
                                        Name:    Paul J Powers
                                             -----------------------------------
                                        Title: CEO
                                             -----------------------------------
                                                         10/31/97



                                        /s/ Timothy B. Carney
                                        ----------------------------------------
                                        Timothy B. Carney


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