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EXHIBIT 10.1

                       LINDBERG CORPORATION
                    SUPPLEMENTAL PENSION PLAN
                    (As Amended and Restated
                         Effective as of
                         July 22, 1999)






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                      Mayer, Brown & Platt
                             Chicago
                        TABLE OF CONTENTS


                                                             PAGE

SECTION 1  General..............................................1
     1.1.  History, Purpose and Effective Date..................1
     1.2.  Plan Administration; Plan Year.......................1
     1.3.  Source of Benefits...................................1
     1.4.  Indemnification and Exculpation......................2
     1.5.  Applicable Laws......................................2
     1.6.  Gender and Number....................................2
     1.7.  Action by ...........................................2
     1.8.  Severability of Plan Provisions......................2
     1.9.  Notices..............................................2
     1.10. Defined Terms........................................2

SECTION 2  Participation........................................3
     2.1.  Participation........................................3
     2.2.  Plan Not Contract of Employment......................3

SECTION 3  Supplemental Benefit.................................3
     3.1.  Amount of Supplemental Benefit.......................3

SECTION 4  Vesting and Payment of Supplemental Benefits.........4
     4.1.  Vesting..............................................4
     4.2.  Time of Payment of Supplemental Benefit to
               Participant......................................4
     4.3.  Form of Payment to Participant.......................4
     4.4.  Payment of Plan Benefits to Beneficiaries............5
     4.5.  Facility of Payment..................................5
     4.6.  Benefits May Not Be Assigned or Alienated............5
     4.7.  Tax Liability........................................5
     4.8.  Company Discretion to Accelerate.....................5

SECTION 5  Administration.......................................6
     5.1.  Committee Membership and Authority...................6
     5.2.  Allocation and Delegation of Committee
                Responsibilities and Powers.....................6
     5.3.  Information to be Furnished to Committee.............7
     5.4.  Committee's Decision Final...........................7

SECTION 6  Amendment and Termination............................7
     6.1.  Amendment and Termination............................7
     6.2.  Merger...............................................7
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SECTION 7  Change of Control....................................8
     7.1.  Definition...........................................8
     7.2.  Effect of Change of Control..........................8
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                      LINDBERG CORPORATION
                    SUPPLEMENTAL PENSION PLAN
                    -------------------------


SECTION 1
---------
                             General
                             -------
     1.1.  History, Purpose and Effective Date.  Lindberg Corporation
           -----------------------------------
(the "Company"), has established the Lindberg Corporation Supplemental
Pension Plan, formerly known as the Lindberg Corporation 1995
Supplemental Pension Plan (the "Plan"), to enable the eligible employees
of the Company to receive retirement income and other benefits in
addition to the retirement income and other benefits payable under the
qualified plans of the Company.  The "Effective Date" of the Plan as set
forth herein is July 22, 1999.  The Plan is not intended to qualify
under section 401(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), or to be subject to Parts 2, 3 or 4 of Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The Plan is maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees within the meaning of section 301(a)(3) of ERISA.


     1.2.  Plan Administration; Plan Year.  The Plan shall be
           ------------------------------
administered by the Lindberg Corporation Pension and Employee Benefits
Committee (the "Committee"), as more fully described in Section 7.  The
"Plan Year" means the 12-consecutive-month period beginning on each
January 1 and ending on the following December 31.

     1.3.  Source of Benefits.  The amount of any benefit payable under
           ------------------
the Plan will be paid in cash from the general assets of the Company.
Such amounts payable shall be reflected on the accounting records of the
Company but shall not be construed to create, or require the creation
of, a trust, custodial or escrow account.  No employee or other
individual entitled to benefits under the Plan shall have any right,
title or interest whatever in any assets of the Company or to any
investment reserves, accounts or funds that the Company may purchase,
establish or accumulate to aid in providing the benefits under the Plan.
Nothing contained in the Plan and no action taken pursuant to its
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provisions shall create a trust or fiduciary relationship of any kind
between the Company and an employee or any other person.  Neither an
employee or beneficiary of an employee shall acquire any interest
greater than that of an unsecured creditor.

     1.4.  Indemnification and Exculpation.  The members of the Lindberg
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Corporation Pension and Employee Benefits Committee (the "Committee"),
and its agents, and the officers, directors, and employees of the
Company and its affiliates shall be indemnified and held harmless by the
Company against and from any and all loss, costs, liability, or expense
that may be imposed upon or reasonably incurred by them in connection
with or resulting from any claim, action, suit, or proceeding to which
they may be a party or in which they may be involved by reason of any
action taken or failure to act under the Plan and against and from any
and all amounts paid by them in settlement (with the Company's written
approval) or paid by them in satisfaction of a judgment in any such
action, suit, or proceeding.  The foregoing provisions shall not be
applicable to any person if the loss, costs, liability, or expense is
due to such person's gross negligence or willful misconduct.

     1.5.  Applicable Laws.  The Plan shall be construed and
           ---------------
administered in accordance with the internal laws of the State of
Illinois to the extent that such laws are not preempted by the laws of
the United States of America.

     1.6.  Gender and Number.  Where the context admits, words in any
           -----------------
gender shall include any other gender, words in the singular shall
include the plural and the plural shall include the singular.

     1.7.  Action by Company. Except as specified herein, any action
           -----------------
required of or permitted by the Company under the Plan shall be by
approval of the Committee or any person or persons authorized by the
Committee.

     1.8.  Severability of Plan Provisions.  In the event any provision
           -------------------------------
of the Plan shall be held invalid or illegal for any reason, any
invalidity or illegality shall not affect the remaining parts of the
Plan, but the Plan shall be construed and enforced as if the invalid or
illegal provision had never been inserted, and the Company shall have
the right to correct and remedy such questions of invalidity or
illegality by amendment as provided in the Plan.
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     1.9.  Notices.  Any notice or document required to be filed with
           -------
the Committee under the Plan will be properly filed if delivered or
mailed by registered mail, postage prepaid, to the Committee (or its
delegate), in care of the Company, at its principal executive offices.
Any notice required under the Plan may be waived by the person entitled
to notice.

     1.10.  Defined Terms.  Terms used frequently with the same meaning
            -------------
are indicated by initial capital letters, and are defined throughout the
Plan.

                            SECTION 2
                            ---------
                          Participation
                          -------------

     2.1.  Participation.  The Company by resolution of its Board of
           -------------
Directors from time to time shall designate those employees of the
Company who are "Participants" in the Plan.  The Committee shall
maintain a record of all such actions, including the dates thereof and
the names of affected employees.

     2.2.  Plan Not Contract of Employment.  The Plan does not
           -------------------------------
constitute a contract of employment, and participation in the Plan will
not give any employee the right to be retained in the employ of the
Company nor any right or claim to any benefit under the Plan, unless
such right or claim has specifically accrued under the terms of the
Plan.


                            SECTION 3
                            ---------
                      Supplemental Benefit
                      --------------------

     3.1.  Amount of Supplemental Benefit.  A Participant's
           ------------------------------
"Supplemental Benefit", payable in the form of a ten year certain and
life annuity, shall be a monthly amount equal to:

     (a)  the product of .0334 times the Participant's Final Average Pay
          times his Years of Benefit Service not in excess of 15 and, if
          a Participant's benefit commences prior to his attainment of
          age 62, reduced by .3% for each month that payment precedes
          his 62nd birthday;

                              LESS
                              ----
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     (b)  the amount of the Accrued Benefit payable under the Lindberg
          Corporation Pension Plan, as such plan may be amended from
          time to time (the "Pension Plan"), expressed in the form of a
          ten-year certain and life annuity, and reduced to the amount
          that would be payable to the Participant from the Pension Plan
          if he elected commencement in that form at the same time
          payment of his Supplemental Benefit commences.

For purposes of the foregoing, "Pay" shall have the same meaning as the
identical term in the Pension Plan without regard to any limitation
imposed by section 401(a)(17) of the Code, "Final Average Pay" shall
mean the monthly average of a Participant's Pay for the period of three
calendar years during which he received the largest total amount of Pay
within the 10 years preceding his termination of employment, and "Years
of Benefit Service" shall have the same meaning as the identical term in
the Pension Plan.


                            SECTION 4
                            ---------
          Vesting and Payment of Supplemental Benefits
          --------------------------------------------

     4.1.  Vesting.  Subject to subsection 4.5, a Participant shall
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become vested and have a nonforfeitable interest in his Supplemental
Benefit on the later of (a) the day he is credited with 10 Years of
Vesting Service (as defined under the Pension Plan) and (b) the end of
his third full year of participation in this Plan.  In addition, a
Participant who dies while employed by the Company shall be fully vested
in the Supplemental Benefit accrued at the time of his death.
Notwithstanding the foregoing provisions of this subsection 4.1, a
Participant or his beneficiary shall have no right to any benefits under
the Plan if the Committee determines that he engaged in a willful,
deliberate or grossly negligent act of commission or omission which is
substantially injurious to the finances or reputation of the Company.
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     4.2.  Time of Payment of Supplemental Benefit to Participant.  A
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Participant's vested Supplemental Benefit shall commence to be paid as
of the first day of the month following the later of the Participant's
fifty-fifth (55th) birthday or the day he terminates his employment with
the Company (with the first such payment to be made as soon as practical
thereafter).

     4.3.  Form of Payment to Participant.  The normal form of payment
           ------------------------------
to a Participant is a ten-year certain and life annuity.  A Participant
may elect a lump sum, or any form of payment available under the Pension
Plan (which need not be the same form in which he receives his Pension
Plan benefit) which is the Actuarial Equivalent (as defined in the
Pension Plan) of the normal form, provided that no such election of an
alternative form of payment shall be valid if it has not been in effect
for at least six (6) months prior to the Participant's termination of
employment.  Subject to the foregoing condition, a Participant may make
a new election of a different form of payment at any time, which
election will automatically revoke any prior election.  Accordingly, if
for example a Participant elects an alternative form of payment a year
prior to his termination of employment, but during the six-month period
immediately preceding his termination of employment makes a new election
of a different alternative form, such new election will be invalid
because of the failure to satisfy the six-month rule and he will be paid
in the normal form.  If a Participant elects payment in the form of a
lump sum, such lump sum shall be calculated using the Applicable
Treasury Rate and Applicable Mortality Table, as defined in the Pension
Plan.

     4.4.  Payment of Plan Benefits to Beneficiaries.  If a Participant
           -----------------------------------------
dies after he has commenced the payment of his  Supplemental Benefit,
his Beneficiary shall receive what remains, if anything, of the payments
guaranteed under the form of payment elected by the Participant.  If a
vested Participant dies before he has commenced the payment of his
Supplemental Benefit, his Beneficiary shall receive 120 monthly payments
in the amount that would have been paid to the Participant had he
terminated employment on the day before his death, commencing on the
first day of the month following the later of the date of the
Participant's death or the date he would have attained age 55. For
purposes of this Plan, a Participant's "Beneficiary" shall be any person
or persons he designates in writing, provided that in the absence of such
designation his Beneficiary shall be his
                                   5

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surviving spouse, if the Participant is married at the time of his death, or
if he is not married, his estate.

     4.5.  Facility of Payment.  If, in the Committee's opinion, a
           -------------------
Participant or other person entitled to benefits under the Plan is under
a legal disability or is in any way incapacitated so as to be unable to
manage his financial affairs, payment will be made to the conservator or
other person legally charged with the care of his person or his estate
or, if no such legal conservator will have been appointed, then to any
individual (for the benefit of such Participant or other person entitled
to benefits under the Plan) whom the Committee may from time to time
approve.

     4.6.  Benefits May Not Be Assigned or Alienated.  The Supplemental
           -----------------------------------------
Benefit payable to, or on account of, any Participant or Beneficiary
under the Plan may not be voluntarily or involuntarily assigned or
alienated, and any attempt to do so shall cause such Supplemental
Benefit to be forfeited.

     4.7.  Tax Liability.  The Company may withhold from any payment of
           -------------
Supplemental Benefit hereunder any taxes required to be withheld and
such sum as the Company may reasonably estimate to be necessary to cover
any taxes for which the Company may be liable and which may be assessed
with regard to such payment.

     4.8.  Company Discretion to Accelerate.  The Company, by resolution
           --------------------------------
of its Board of Directors, may accelerate the date of distribution of
any benefits payable under the Plan to or on behalf of any Participant
to the extent that the Company determines that such acceleration is in
the best interests of the Company because of changes in tax laws or
accounting principles, Department of Labor regulations, or any other
reason which negates or diminishes the continued value of the Plan to
the Company or Participant.  The amount distributed pursuant to this
subsection will be paid in the form of a lump sum.  In the event of
acceleration in accordance with this subsection, the Applicable Treasury
Rate and Applicable Mortality Table will be  used to determine the
present value of the Supplemental Benefit.
                                   6
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                            SECTION 5
                            ---------
                         Administration
                         --------------

     5.1.  Committee Membership and Authority.  The Committee shall have
           ----------------------------------
the following discretionary authority, powers, rights and duties in
addition to those vested in it elsewhere in the Plan:

     (a)  to adopt and apply in a uniform and nondiscriminatory manner
          to all persons similarly situated, such rules of procedure and
          regulations as, in its opinion, may be necessary for the
          proper and efficient administration of the Plan and as are
          consistent with the provisions of the Plan;

     (b)  to enforce the Plan in accordance with its terms and with such
          applicable rules and regulations as may be adopted by the
          Committee;

     (c)  to determine conclusively all questions arising under the
          Plan, including the power to determine the eligibility of
          employees and the rights of Participants and other persons
          entitled to benefits under the Plan and their respective
          benefits, to make factual findings and to remedy ambiguities,
          inconsistencies or omissions of whatever kind;

     (d)  to maintain and keep adequate records concerning the Plan and
          concerning its proceedings and acts in such form and detail as
          the Committee may decide;

     (e)  to direct all payments of benefits under the Plan; and

     (f)  to employ agents, attorneys, accountants or other persons (who
          may also be employed by or represent the Employers) for such
          purposes as the Committee considers necessary or desirable to
          discharge its duties.

The certificate of a majority of the members of the Committee that the
Committee has taken or authorized any action shall be conclusive in
favor of any person relying on the certificate.

     5.2.  Allocation and Delegation of Committee Responsibilities and
           -----------------------------------------------------------
Powers.   In exercising its authority to control and
------
                                   7
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manage the operation and administration of the Plan, the Committee may allocate
all or any part of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it.  Any such allocation or
delegation may be revoked at any time.

     5.3.  Information to be Furnished to Committee.  The Company shall
           ----------------------------------------
furnish the Committee such data and information as may be required for
it to discharge its duties and the records of the Company shall be
conclusive on all persons unless determined to be incorrect.
Participants and other persons entitled to benefits under the Plan must
furnish to the Committee such evidence, data or information as the
Committee considers desirable to carry out the Plan.

     5.4.  Committee's Decision Final.  Any interpretation of the Plan
           --------------------------
and any decision on any matter within the discretion of the Committee
made by the Committee shall be binding on all persons.  A misstatement
or other mistake of fact shall be corrected when it becomes known, and
the Committee shall make such adjustment on account thereof as it
considers equitable and practicable.


                            SECTION 6
                            ---------
                    Amendment and Termination
                    -------------------------

     6.1.  Amendment and Termination.  The Company and the Committee
           -------------------------
have the right to amend the Plan from time to time, and the right to
terminate it; provided, however, that no such amendment or termination
of the Plan will:

     (a)  reduce or impair the interests of Participants in benefits
          being paid under the Plan as of the date of amendment or
          termination, as the case may be; or

     (b)  reduce the amount of Plan benefits payable to or on account of
          any employee of an Employer to an amount which is less than
          the amount to which he would be entitled in accordance with
          the provisions of the Plan if the employee terminated
          employment immediately prior to the date of the amendment or
          termination, as the case may be.
                                   8
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     6.2.  Merger.  The Company will not merge or consolidate with any
           ------
other corporation, or liquidate or dissolve, without making suitable
arrangements, satisfactory to the Committee, for the payment of any
benefits payable under the Plan.


                            SECTION 7
                            ---------
                        Change of Control
                        -----------------

     7.1.  Definition.  "Change of Control" means the happening of any
           ----------
of the following events:

     (a)  The Company is merged, consolidated or reorganized into or
          with another corporation or other legal person, or there is an
          offer to holders of the common stock generally relating to the
          acquisition of their shares, and as a result of such merger,
          consolidation, reorganization or offer, less than 75% of the
          outstanding voting securities or other capital interests of
          the surviving, resulting or acquiring corporation or other
          legal person are owned in the aggregate by the stockholders of
          the Company immediately prior to such merger, consolidation,
          reorganization or offer;

     (b)  The Company sells all or substantially all of its business
          and/or assets to any other corporation or other legal person,
          less than 75% of the outstanding voting securities or other
          capital interests of which are owned in the aggregate,
          directly or indirectly, by the persons who were stockholders
          of the Company immediately before or after such sale; or

     (c)  During any period of two consecutive years, individuals who at
          the beginning of any such period constitute the directors of
          the Company cease for any reason to constitute at least a
          majority thereof, unless the election, or the nomination for
          election by the Company's stockholders, of each new director
          of the Company was approved by a vote of at least two thirds
          of such directors of the Company then still in office who were
          directors of the Company at the beginning of any such period.
                                   9
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     7.2.  Effect of Change of Control.  Notwithstanding any
           ---------------------------
other provisions of the Plan to the contrary, in the event of a Change
of Control, each Participant shall immediately be fully vested in (a)
any benefits accrued under Section 3 and (b) any additional benefits
payable pursuant to the terms of an individual severance agreement, and
each Participant (or his Beneficiary) shall be paid a lump sum payment
in cash within 30 days of his termination of employment equal to the
actuarially determined present value of his accrued benefit under
Section 3 and, if applicable, his additional pension benefits payable
under the terms of any individual severance agreement.  For purposes of
the foregoing sentence, the calculation of the lump sum payment shall
utilize the Applicable Treasury Rate and Applicable Mortality Table, and
the benefit to be converted into the lump sum shall be the normal form
under subsection 3.1 payable as of the first day of the month following
the Participant's termination date or, if the Participant is not yet age
55, the normal form payable as of the first day of the month following
his 55th birthday.
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