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                                                                   Exhibit 10.17

            AMENDMENT AND ASSIGNMENT OF THE SHARE PURCHASE AGREEMENT

          THIS AMENDMENT AND ASSIGNMENT OF THE SHARE PURCHASE AGREEMENT (this
"Amendment") is made as October 2, 1998, by and among Norcross Safety Products
L.L.C., a Delaware limited liability company ("Norcross"), North Safety Products
Corp., a Delaware corporation and an Affiliate of Norcross ("NSP Corp."), Siebe
plc, a British public limited company ("Siebe"), Siebe International Limited, a
British private limited company ("Siebe International"), Deutsche Siebe GMBH, a
German private company limited by shares ("Deutsche Siebe") and Siebe Inc., a
Delaware corporation ("Siebe US"), NSP Corp., Norcross, Siebe, Siebe
International, Deutsche Siebe and Siebe US are collectively referred to herein
as the "Parties" or individually as a "Party." Capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Share
Purchase Agreement (the "Share Purchase Agreement"), dated as of September 1,
1998, by and among the Parties (other than NSP Corp.).

          WHEREAS, Norcross desires to assign certain of its rights and
obligations under the Share Purchase Agreement to NSP Corp., and NSP Corp.
desires to assume all such rights and obligations of Norcross under the Share
Purchase Agreement.

          WHEREAS, the Parties desire to amend the Share Purchase Agreement to
reflect the assignment of certain rights and obligations under the Share
Purchase Agreement from Norcross to NSP Corp. and to add NSP Corp. as a party
thereto and to further amend such Share Purchase Agreement as hereinafter
described.

          NOW THEREFORE, in consideration of the mutual agreements and covenants
made herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:

          SECTION 1.   ASSIGNMENT OF SHARE PURCHASE AGREEMENT. Pursuant to
Section 10.5 of the Share Purchase Agreement, Norcross hereby assigns all of its
rights and obligations as "Norcross" under Sections 2.1(A)(1), 2.1(A)(3),
2.1(A)(4), 2.4(A)(1), 2.4(A)(3), 2.4(A)(4), 2.4(A)(5), 2.4(A)(6), 2.4(C) and 2.5
of the Share Purchase Agreement to NSP Corp., and NSP Corp. hereby accepts and
assumes all of such rights and obligations under the Share Purchase Agreement.

          SECTION 2.   AMENDMENTS TO THE SHARE PURCHASE AGREEMENT.

          (a)   Section 2.2 of the Share Purchase Agreement is hereby amended
and restated in its entirety as follows:

     For purposes of this Purchase Agreement the term "Purchase Price means
     $225,000,000 PLUS or MINUS the amount of the Adjustment.

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          (b)   Sections 2.4(B) and (C) of the Share Purchase Agreement are
hereby amended and restated in its entirety as follows:

          (A)   CASH PAYMENT AT CLOSING. At the Closing. Norcross will pay the
     Siebe Sellers $207,500,000 in cash as follows:

                (1)    Norcross will pay Siebe $28,600,000 for the North Safety
          Products Shares;

                (2)    Norcross will pay Siebe International $12,600,000 for the
          James North (Africa) Shares;

                (3)    Norcross will pay Deutsche Siebe $2,700,000 for the ISP
          Shares;

                (4)    Norcross will pay Siebe $147,800,000 for the Siebe North
          Shares;

                (5)    Norcross will pay Siebe $15,000,000 in consideration of
          the covenant contained in Section 7.9; and

                (6)    Norcross will pay Siebe $800,000 in consideration of the
          Trademark License Agreement.

          (B)   DELIVERY OF DEFERRED NOTE. At the Closing, NSP Holdings L.L.C.
     will deliver to Siebe the Deferred Note in the principal amount of
     $17,500,000 in the form attached hereto.

          (c)   Section 4.11 of the Share Purchase Agreement is hereby amended
by adding at the end of such Section 4.11 the following provision:

          "(E)  With respect to the conveyance of the landfill property in
     Clover, SC (the "Landfill Parcels") and the creation of an easement for
     access to such Landfill Parcels (the "Easement Parcels") pursuant to
     Section 4.11(B) and Appendix H of this Purchase Agreement. Siebe and
     Norcross agree as follows:

          (i)   Prior to the Closing. (i) Siebe US shall cause Siebe North,
                Inc., a Delaware corporation ("SNI"), as owner of the Landfill
                Parcels and wholly-owned subsidiary of Siebe North, to execute
                and deliver a quit claim deed, in form and substance
                satisfactory to Norcross (the "Clover Deed") conveying the
                Landfill Parcels to Siebe Properties, L.L.C., a Delaware limited
                liability company and wholly-owned subsidiary of Siebe US
                ("Siebe Properties"), and (ii) Siebe US shall cause SNI and
                Siebe Properties to enter into and deliver to the other an
                easement agreement, in form and substance satisfactory to
                Norcross (the "Clover Easement"), granting Siebe Properties the
                right of ingress and egress over the Easement Parcels.

                                        2
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          (ii)  The Clover Deed and Clover Easement shall be dated prior to the
                Closing Date and shall contain a legal description for the
                respective Landfill Parcels and Easement Parcels as prepared by
                the surveyor engaged by Norcross to survey the Clover, SC
                property (the "Survey Legal Descriptions").

          (iii) Siebe Properties shall not, and shall not cause, permit or
                suffer any other person to, record the Clover Deed or Clover
                Easement until a subdivision of the Clover, SC property which
                creates separate legal parcels for the Landfill Parcels and
                Easement Parcels has been approved by the necessary governmental
                authorities and recorded as required under applicable law (the
                "Approved Plat of Subdivision").

          (iv)  If the legal description of the Landfill Parcels or Easement
                Parcels in the Approved Plat of Subdivision are different in any
                respect from the Survey Legal Descriptions for the Landfill
                Parcels or Easement Parcels. Siebe US and Norcross shall cause
                SNI and Siebe Properties to substitute the legal descriptions in
                the Approved Plat of Subdivision in the Clover Deed and Easement
                Agreement (as the case may be) prior to recording such
                instruments. The provisions of this 4.11(E) shall survive the
                Closing.

          (b)   Section 7.6 of the Share Purchase Agreement is hereby amended by
adding at the end of such Section 7.6 the following provision:

          "Notwithstanding anything to the contrary contained in this Section
     7.6, Norcross will not be responsible for, will not be required to obtain
     releases with respect to, and will not be required to provide
     indemnification for, the existing guarantees for the lease agreements for
     the Skokie, Illinois, Maiden, North Carolina, and Cranston, Rhode Island
     facilities."

          (c)   The Share Purchase Agreement is hereby amended as follows:

                (i)    Until such time as (A) North Safety Products and Siebe
     have duly executed a definitive sublease agreement ("Dukinfield Sublease")
     with respect to the property located at Tameside Park Astley Street
     Ashton-under-Lyne, Dukinfield, England, which North Safety Products
     currently occupies pursuant to the consent of Siebe (the "Dukinfield Leased
     Property") and (B) North Safety Products has received the consent of the
     prime landlord with respect to the Dukinfield Leased Property (the
     "Dukinfield Master Landlord") to the Dukinfield Sublease, the parties
     hereto covenant and agree that the use and occupancy of the Dukinfield
     Leased Property shall be on the terms and conditions contained in Section 3
     of Appendix H to the Share Purchase Agreement.

                (ii)   Until such time as SNI has received the consent of the
     Cranston Prime Landlord to the Cranston Assignment and the Cranston
     Sublease, the parties hereto covenant

                                        3
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     and agree that the use and occupancy of the Cranston Leased Property shall
     be on the terms and conditions contained in Sections 2(a), 2(b) and 2(d) of
     Appendix H to the Share Purchase Agreement."

          (d)   Section 8.2(E) of the Share Purchase Agreement is hereby amended
and restated in its entirety as follows:

          "Any liabilities or obligations (whether disclosed in the Disclosure
     Package, otherwise disclosed or undisclosed, accrued, absolute, contingent,
     unliquidated, known or unknown, due or to become due, and regardless of
     when asserted), arising out of, related to, or caused by the condition of,
     or activities conducted at, or interest in, the Hyde Facility, the RockFord
     Facility and the Clover facility, the capitalization of indebtedness of any
     of the North Safety Companies by any of the Siebe Sellers from the date of
     the Base-Line Balance Sheet through and including the Closing Date or any
     agreements between any of the Siebe Sellers and any of the North Safety
     Companies existing prior to or as of the Closing."

          (e)   The Share Purchase Agreement is hereby amended by adding at the
end of Section 8.2(E) the following provision:

          "(F)  any and all obligations, costs, liabilities, losses, damages,
     claims or expenses (whether disclosed in the Disclosure Package, otherwise
     disclosed or undisclosed, accrued, absolute, contingent, unliquidated,
     known or unknown, due or to become due, and regardless of when asserted and
     including, without limitation, any cost, liability, loss, damage or expense
     related to any additional rent, relocation costs and other consequential
     damages incurred in obtaining or attempting to obtain substantially
     equivalent space) arising out of, related to or resulting from or in
     connection with (i) the fact that the Dukinfield Sublease has not been duly
     executed by North Safety Products or Siebe or arising out of, related to or
     resulting from or in connection with the fact that the North Safety
     Products has not received the consent of the Dukinfield Master Landlord to
     the Dukinfield Sublease: (ii) any events, circumstances, conditions,
     occurrences or state of facts concerning the Dukinfield Leased Property
     existing, arising or accruing on or prior to the commencement of the term
     of the Dukinfield Sublease; and (iii) any and all terms, covenants,
     liabilities or obligations related to repainting, redecorating or otherwise
     improving the Dukinfield Leased Property. The provisions of this Section
     8.2(F) shall survive the Closing. For purposes of this Section 8.2, an
     'affiliate' of Norcross shall include North Safety Products.

          (G)   any and all obligations, costs, liabilities, losses, damages,
     claims or expenses (whether disclosed in the Disclosure Package, otherwise
     disclosed or undisclosed, accrued, absolute, contingent, unliquidated,
     known or unknown, due or to become due, and regardless of when asserted)
     arising out of, related to, or caused by the terms or conditions of, or
     activities conducted at, or interest in, or the

                                        4
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     Cranston Leased Property on and after the Assumption Date. The provisions
     of this Section 8.2(G) shall survive the Closing."

          (f)   The parties hereto acknowledge that Section 9.4 of the Share
Purchase Agreement has no further force or effect after the Closing.

          (g)   Section 10.1 of the Share Purchase Agreement is hereby amended
by adding the following provision at the end of Section 10.1:

     "Siebe Sellers hereby covenant and agree to provide reasonably requested
     cooperation to Norcross. NSP Corp. and/or the North Safety Companies (at
     the requesting entity's sole expense, except to the extent such requesting
     party is entitled to indemnification therefor under this Purchase
     Agreement) in order to effectuate the transactions contemplated in this
     Purchase Agreement and to provide for the orderly transition of the North
     Safety Business."

          (h)   Section 10.3(E) shall be amended by adding the following
provision immediately prior to the period for such provision:

          "provided, however, that the Siebe Sellers shall be solely responsible
     for the payment of any additional transfer taxes, imposts or duties
     resulting from or related to any increase in the issued and outstanding
     share capital of North Safety Products or James North (Africa)."

          (i)   Section 10.5 of the Share Purchase Agreement is amended and
restated in its entirety as follows:

          10.5  ASSIGNMENT. The Purchase Agreement will be binding upon and
     inure to the benefit of the successors of each of the parties hereto, but
     shall not be assignable by either party without the prior written consent
     of the other; PROVIDED, HOWEVER, that Norcross or NSP Corp. may, at its
     sole discretion, assign, in whole or in part, its rights and obligations
     pursuant to the Purchase Agreement and related agreements to one or more of
     its affiliates, to any of its financing sources as collateral security, or
     in connection with the sale of assets or securities of Norcross, NSP Corp.
     or any of the North Safety Company; provided that in the case of a Change
     of Control (as defined in the Deferred Note). NSP Holdings L.L.C. shall pay
     the Deferred Note in full.

                                        5
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          (j)   Section 10.4 of the Share Purchase Agreement is hereby amended
by adding the following address at the subsection thereof providing for notices
to Norcross:

          and with a copy to:

          North Safety Products Corp.
          2211 York Road - Suite 215
          Oak Brook, Illinois 60523
          USA
          Attention: Secretary
          Telefax: 1.630.572.8518

          (k)   Appendix I of the Share Purchase Agreement is amended and
restated in its entirety in the form attached hereto.

          SECTION 3.   EFFECTIVENESS. Pursuant to Sections 9.1 and 10.5 of the
Share Purchase Agreement, the Share Purchase Agreement is hereby assigned and
amended in accordance with the provisions hereof, and this Amendment shall be
effective and binding on all Parties upon execution. Any reference to "this
Purchase Agreement" in the Share Purchase Agreement, or any reference to the
Share Purchase Agreement in any notice, request, instrument, certificate,
contract or otherwise shall hereafter be deemed to refer to the Share Purchase
Agreement, as hereby amended. Except as modified by this Amendment, the Share
Purchase Agreement shall remain in full force and effect and is hereby ratified
and affirmed in all respects.

          SECTION 4.   MISCELLANEOUS. Sections 10.4, 10.8, and 10.9 of the Share
Purchase Agreement are hereby incorporated by reference in their entirety,
except that any reference therein to "this Purchase Agreement" shall be treated
as a reference to this Amendment. Section 10.10 of the Share Purchase Agreement
is hereby incorporated by reference in its entirety, except that any reference
therein to "this Purchase Agreement" shall be treated as a reference to the
Share Purchase Agreement, as amended by this Amendment.

                                   * * * * * *

                                        6
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          IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
date above first written.

                                                NORCROSS SAFETY PRODUCTS, LLC


                                                By: /s/ ROBERT A. PETERSON
                                                   --------------------------
                                                   Its: President


                                                NORTH SAFETY PRODUCTS CORP.


                                                By: /s/ ROBERT A. PETERSON
                                                   --------------------------
                                                   Its: President


                                                SIEBE PLC


                                                By: /s/ [ILLEGIBLE]
                                                   --------------------------
                                                   Its:


                                                SIEBE INTERNATIONAL LIMITED


                                                By: /s/ [ILLEGIBLE]
                                                   --------------------------
                                                   Its: ATTORNEY-IN-FACT


                                                DEUTSCHE SIEBE GMBH


                                                By: /s/ [ILLEGIBLE]
                                                   --------------------------
                                                   Its: ATTORNEY-IN-FACT


                                                SIEBE INC.


                                                By: /s/ [ILLEGIBLE]
                                                   --------------------------
                                                Its:    ATTORNEY-IN-FACT

<Page>

                                                            AMENDED AND RESTATED
                                                                      Appendix I

                                EMPLOYEE BENEFITS

     The Employee Benefits Agreement will provide the following:

1.   GENERALLY

     A.   Except as provided in paragraph 1.B below, all persons who are
          employees of the North Safety Companies immediately before the Closing
          (the "Continuing Employees") will continue to be employees of their
          respective North Safety Company employers at and immediately after the
          Closing, with the effect that no period of unemployment will have
          occurred for any of the Continuing Employees as a consequence of the
          sale of the North Safety Shares to Norcross.

     B.   Notwithstanding paragraph 1.A above, the Siebe Sellers shall take such
          action as is necessary such that Mr. L.W. Varner, Jr. will cease to be
          an employee of any of the North Safety Companies immediately prior to
          the Closing.

          The Siebe Sellers will assume and be liable for severance and other
          payments payable to Mr. L.W. Varner, Jr. solely as a result of his
          termination of employment with the North Safety Companies prior to the
          Closing and shall indemnify Norcross for any liability relating to
          such severance and other payments.

     C.   Except as expressly provided in this Appendix I, nothing in the
          Purchase Agreement will affect or restrict Norcross or its successors
          in interest from establishing and changing from time to time the terms
          and conditions of employment of North Safety Company employees after
          the Closing.

2.   CONTINUING EMPLOYEES OF NORTH SAFETY PRODUCTS

     The following provisions will apply to the Continuing Employees of North
     Safety Products:

     A.   PENSION PLANS

          (1)    North Safety Products is a sponsor of the Siebe Pension Scheme,
                 and the Siebe Executive Pension Scheme (collectively, the "U.K.
                 Pension Schemes") providing pension benefits to Continuing
                 Employees of North Safety Products among others.

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                                                                      Appendix I

          (2)    Within six months after the Closing, Norcross will establish
                 one or more new pension schemes (the "Norcross UK Pension
                 Scheme") for the Continuing Employees of North Safety Products.

          (3)    From the Closing until the earlier of the date the Norcross UK
                 Pension Scheme is established and six months after the Closing
                 (the "Continuation Period"), the Siebe Sellers will cause the
                 UK Pension Schemes to allow Continuing Employees of North
                 Safety Products to continue participating in the UK Pension
                 Schemes under the existing arrangements at the expense of
                 Norcross, it being understood that in addition to the
                 contracting out contribution and the Members' own contribution
                 to the U.K. Pension Schemes, a contribution to Siebe plc will
                 be required of North Safety Products during the Continuation
                 Period at the annual rate being contributed during the
                 Continuation Period by other U.K. Subsidiaries of Siebe plc,
                 but not in excess of 10% of pensionable earnings for the
                 Continuation Period.

          (4)    If the Norcross UK Pension Scheme provides Continuing Employees
                 of North Safety Products with an Inland Revenue Approved
                 Scheme, then at the request of Norcross, the Siebe Sellers will
                 cause the transfer, from the UK Pension Schemes to the Norcross
                 UK Pension Scheme, of assets equivalent to the actuarial
                 liabilities of the U.K. Pension Schemes related to the
                 Continuing Employees who are participants in the Norcross U.K.
                 Pension Schemes; provided that the amount of assets to be
                 transferred shall be negotiated in good faith and in accordance
                 with applicable law by the Siebe Sellers and Norcross.

          (5)    Norcross will be free to modify, amend, or terminate the
                 Norcross UK Pension Scheme after the Closing as it chooses, but
                 only if -

                 (a)     Such modifications or amendments are in accordance with
                         the terms of the Norcross UK Pension Scheme as in
                         effect form time to time and in accordance with
                         applicable law;

                 (b)     Such modifications or amendments continue to give
                         Continuing Employees credit for participation purposes
                         and, subject to transfer of assets and liabilities
                         pursuant to Paragraph 2(A)(4) being completed, for
                         benefit accrual purposes of their prior service with
                         North Safety Products, its affiliated companies and/or
                         predecessors as provided in the affected UK Pension
                         Schemes; and

                 (c)     Norcross indemnifies the Siebe Sellers and holds the
                         Siebe Sellers harmless from and against any and all
                         liabilities, damages, claims, losses, costs, and
                         expenses (including

                                     - ii -
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                                                                      Appendix I

                         attorneys' fees) arising solely out of or resulting
                         from any such modification, amendment, or termination.

     B.   BENEFIT PLANS

          (1)    North Safety Products participates in the BUPA corporate health
                 care scheme maintained by Siebe plc (the "Siebe BUPA") for
                 certain of its Continuing Employees who are in upper management
                 of North Safety Products and their respective spouses (the
                 "BUPA Participants"). The coverage of the BUPA Participants in
                 the Siebe BUPA will cease as of October 1, 1998.

          (2)    Prior to, but effective as of, October 1, 1998, North Safety
                 Products will establish a BUPA (the "North Safety BUPA") for
                 the BUPA Participants and North Safety Products will continue
                 to sponsor and maintain the North Safety BUPA after the Closing

          (3)    Norcross will be free to modify, amend, or terminate the North
                 Safety BUPA after the Closing as it chooses, but only if:

                 (a)     Such modifications or amendments are in accordance with
                         the terms of the North Safety BUPA as in effect from
                         time to time and all applicable legal requirements;

                 (b)     Such modifications or amendments continue to give
                         Continuing Employees credit for participation for their
                         prior service with North Safety Products, its
                         affiliated companies and/or predecessors as provided in
                         the North Safety BUPA; and

                 (c)     Norcross indemnifies the Siebe Sellers and holds the
                         Siebe Sellers harmless from and against any and all
                         liabilities, damages, claims, loses, costs, and
                         expenses (including attorneys' fees) arising solely out
                         of or resulting from any such modification, amendment,
                         or termination.

3.   CONTINUING EMPLOYEES OF JAMES NORTH (AFRICA)

     The following provisions will apply to the Continuing Employees of James
     North (Africa) and its subsidiary, James North (Zimbabwe) Pty, Ltd.:

                                     - iii -
<Page>

                                                                      Appendix I

     EMPLOYEE BENEFIT PLANS

          (1)    James North (Zimbabwe) (Pty.) Ltd. will remain the sponsor of
                 the James North (Zimbabwe) (Pvt) Ltd. Pension Fund (the "James
                 North Pension Fund").

          (2)    James North (Africa) will remain the sponsor of the North
                 Safety Products (Africa) (Pty) Ltd. Retirement Benefit and Life
                 Assurance Scheme, the North Safety Products (Africa) (Pty) Ltd.
                 Pension and Life Assurance Scheme, the North Safety Products
                 (Africa) (Pty) Ltd. Endorsement No. 1 to Family Benefit Policy
                 and the North Safety Products (Africa) (Pty) Ltd. Group
                 Healthbridge Policy (collectively the "James North (Africa)
                 Plans").

          (3)    Norcross will be free to modify, amend, or terminate any or all
                 of the James North Pension Fund and the James North (Africa)
                 Plans after the closing as it chooses, but only if:

                 (a)     Such modifications or amendment are in accordance with
                         the terms of the James North Pension Fund and the James
                         North (Africa) Plans as in effect from time to time and
                         in accordance with all applicable legal requirements.

                 (b)     Such modifications or amendments continue to give
                         Continuing Employees credit for participation and
                         benefit accrual purposes for their prior service with
                         James North (Africa), its affiliated companies and/or
                         predecessors as provided in the James North Pension
                         Fund and the James North (Africa) Plans; and

                 (c)     Norcross indemnifies the Siebe Sellers and holds the
                         Siebe Sellers harmless from and against any and all
                         liabilities, damages, claims, losses, costs, and
                         expenses (including attorneys' fees) arising solely out
                         of or resulting from any such modification, amendment,
                         or termination.

4.   CONTINUING EMPLOYEES OF ISP

          [INTENTIONALLY DELETED]

5.   CONTINUING EMPLOYEES OF SIEBE NORTH

     The following provisions will apply to Continuing Employees of Siebe North:

     A.   PENSION PLANS

                                     - iv -
<Page>

                                                                      Appendix I

          (1)    Siebe North will remain the sponsor of each of the Siebe North,
                 Inc. Employees' Pension Plan and the W. H. Salisbury & Company
                 Employees Pension Plan (collectively, the "Siebe North Pension
                 Plans").

          (2)    The Siebe Sellers will cause that portion of the assets held in
                 the Siebe, Inc. Master Retirement Trust (the "Master Pension
                 Trust ") and allocable to the Siebe North Pension Plans to be
                 transferred to one or more new (or existing) trusts ( the
                 "Norcross Pension Trust(s)") as follows:

                 (a)     Norcross will establish (or designate) the Norcross
                         Pension Trust(s) as soon as practicable after the
                         Closing. Norcross will provide the Siebe Sellers with
                         written evidence, in the form of an IRS determination
                         letter (and, if such trust is not established after the
                         date hereof, an opinion of counsel reasonably
                         acceptable to the Siebe Sellers), no later than 30 days
                         after Closing that the Norcross Pension Trust(s) is
                         (are) exempt from taxation under Section 501(a) of the
                         Internal Revenue Code of 1986, as amended (the "Code").

                 (b)     The Siebe Sellers will cause the trustee of the Master
                         Pension Trust to calculate the fair market value, in a
                         manner consistent with the trustee's past practice and
                         fiduciary duty under the Employee Retirement Income
                         Security Act of 1974, as amended ("ERISA"), that
                         portion of the assets of the Master Pension Trust that
                         are allocable to the Siebe North Pension Plans as of
                         the last calendar day of first calendar month after the
                         Closing (the "Pension Assets Valuation Date"). The
                         portion of assets of the Master Pension Trust, as so
                         valued by the trustee, is called the "Base Asset Value"
                         below.

                 (c)     As soon as practicable after the trustee of the Master
                         Pension Trust has completed the valuation described in
                         paragraph 5(A)(2)(b) above, the trustee of the Master
                         Pension Trust will transfer to the trustee of the
                         Norcross Pension Trust(s) an amount (in cash or other
                         property as Norcross and the Siebe Sellers may agree)
                         equal to -

                         (i)     the Base Asset Value, PLUS

                         (ii)    interest on the Base Asset Value from the
                                 Pension Assets Valuation Date to the date of
                                 transfer at a rate of interest (the "Short-Term
                                 Rate") equal to the actual

                                      - v -
<Page>

                                                                      Appendix I

                                 rate of return realized during such period on
                                 investments held in the Master Pension Trust
                                 allocable to the Siebe North Pension Plans,
                                 MINUS

                         (iii)   the amount of benefit payments (the "Interim
                                 Payments") made from the Pension Assets
                                 Valuation Date to the date of transfer to
                                 employees or their beneficiaries made in
                                 accordance with the provisions of the Siebe
                                 North Pension Plans, MINUS

                         (iv)    interest on the Interim Payments from the date
                                 such payments were made until the date of
                                 transfer at the Short-Term Rate, MINUS

                         (v)     an allocable share of fees and expenses
                                 incurred or paid by the Master Pension Trust in
                                 respect of the period beginning the Closing and
                                 ending the date of transfer.

          (3)    Norcross will be free to modify, amend, or terminate the Siebe
                 North Pension Plans after the Closing as it chooses, but only
                 if -

                 (a)     Such modifications or amendments are in accordance with
                         the terms of the Siebe North Pension Plans as in effect
                         from time to time and in accordance with law, including
                         ERISA;

                 (b)     Such modifications or amendments continue to give
                         Continuing Employees credit for participation and
                         benefit accrual purposes for their prior service with
                         Siebe North or its affiliated companies and/or
                         predecessors as provided in the Siebe North Pension
                         Plans; and

                 (c)     Norcross indemnifies the Siebe Sellers and holds the
                         Siebe Sellers harmless from and against any and all
                         liabilities, damages, claims, losses, costs, and
                         expenses (including attorneys' fees) arising solely out
                         of or resulting from any such modification, amendment,
                         or termination.

          (4)    The Siebe Sellers will jointly and severally indemnify and
                 defend (in the case of third party claims) Norcross and each of
                 its affiliates from and against any and all liabilities,
                 damages, claims, losses, costs, and expenses (including
                 attorneys' fees) arising solely out of both (i) any employee
                 benefit plan which is subject to Title IV of ERISA (other than
                 the Siebe North Pension Plans) and (ii) Siebe North having been
                 under "common control" with Siebe US (within the meaning of
                 Section 4001 (a)(14) of ERISA).

                                     - vi -
<Page>

                                                                      Appendix I

B.   INVESTMENT PLAN

     (1)  Siebe North will remain the sponsor of each of the Siebe North, Inc.
          Employees' Investment Plan and the W. H. Salisbury & Company Employees
          Retirement Plan (collectively, the "Siebe North 401(k) Plans").

     (2)  The Siebe Sellers will cause that portion of the assets held in the
          Siebe Inc. Defined Contribution Plan Master Trust (the "Master 401(k)
          Trust") and allocable to the Siebe North 401(k) Plans (and equal to
          the account balances under the Siebe North 401(k) Plans) (i) to become
          fully vested as of the Closing to the extent not already vested and
          (ii) to be transferred to one or more new (or existing) trusts (the
          "Norcross 401(k) Trust(s)") as follows:

          (a)    Norcross will establish the Norcross 401(k) Trust(s) as soon as
                 practicable after the Closing. Norcross will provide the Siebe
                 Sellers with written evidence, in the form of an IRS
                 determination letter (and, if such trust is not established
                 after the date hereof, an opinion of counsel reasonably
                 acceptable to the Siebe Sellers), no later than 30 days after
                 Closing that the Norcross 401(k) Trust(s) is exempt from
                 taxation under Section 501(a) of the Code.

          (b)    The Siebe Sellers will cause the trustee of the Master 401(k)
                 Trust to calculate the fair market value as of the Closing, in
                 a manner consistent with the trustee's past practice and
                 fiduciary duty under ERISA, that portion of the assets of the
                 Master 401(k) Trust that are held on account for the
                 participants of the Siebe North 401(k) Plans.

          (c)    As soon as practicable after the trustee of the Master 401(k)
                 Trust has completed the valuation described in paragraph
                 5(B)(2)(b) above, the trustee of the Master 401(k) Trust will
                 transfer to the trustee of the Norcross 401(k) Trust(s) an
                 amount (in cash or other property as Norcross and the Siebe
                 Sellers may agree) equal to the total account balances held on
                 account for the participants of the Siebe North 401(k) Plans,
                 together with earnings attributable to such accounts between
                 the Closing and the date of transfer.

     (3)  Norcross will be free to modify, amend, or terminate the Siebe North
          401(k) Plans after the Closing as it chooses, but only if -

          (a)    Such modifications or amendments are in accordance with

                                     - vii -
<Page>

                                                                      Appendix I

                 the terms of the Siebe North 401(k) Plans as in effect from
                 time to time and in accordance with law, including ERISA;

          (b)    Such modifications or amendments continue to give Continuing
                 Employees credit for participation and benefit accrual purposes
                 for their prior service with Siebe North or its affiliated
                 companies and/or predecessors as provided in the Siebe North
                 401(k) Plans; and

          (c)    Norcross indemnifies the Siebe Sellers and holds the Siebe
                 Sellers harmless from and against any and all liabilities,
                 damages, claims, losses, costs, and expenses (including
                 attorneys' fees) arising solely out of or resulting from any
                 such modification, amendment, or termination.

C.   BENEFITS RESTORATION PLAN

     (1)  Siebe North will remain the sponsor of the Siebe North Inc. Benefit
          Restoration Plan (the "Siebe North SERP").

     (2)  Norcross will be free to modify, amend, or terminate the Siebe North
          SERP after the Closing as it chooses, but only if -

          (a)    Such modifications or amendments are in accordance with the
                 terms of the Siebe North SERP as in effect from time to time
                 and in accordance with law, including ERISA;

          (b)    Such modifications or amendments continue to give Continuing
                 Employees credit for participation and benefit accrual purposes
                 for their prior service with Siebe North or its affiliated
                 companies and/or predecessors as provided in the Siebe North
                 SERP; and

          (c)    Norcross indemnifies the Siebe Sellers and holds the Siebe
                 Sellers harmless from and against any and all liabilities,
                 damages, claims, losses, costs, and expenses (including
                 attorneys' fees) arising solely out of or resulting from any
                 such modification, amendment, or termination.

D.   DEFERRED COMPENSATION PLAN

     (1)  The Siebe Group of companies in the United States, including Siebe
          North, currently maintain the Siebe plc Deferred Compensation Plan
          (the "Siebe Deferred Compensation Plan").

     (2)  The following Continuing Employees (the "North Safety Deferred

                                    - viii -
<Page>

                                                                      Appendix I

          Compensation Participants") participate in the Siebe Deferred
          Compensation Plan:

          J. Keitt Hane
          Wallace Reed
          Paul Dittmer

     (3)  From and after the Closing, Siebe-North will assume, honor and perform
          the sponsor/employer obligations to the North Safety Deferred
          Compensation Participants under the Siebe Deferred Compensation Plan.

     (4)  As soon as practicable after the Closing, Norcross will cause Siebe
          North -

          (a)    To adopt a deferred compensation plan (the "Norcross Deferred
                 Compensation Plan") which, by its terms -

                 (i)     Is the successor plan to the Siebe Deferred
                         Compensation Plan with respect to such Continuing
                         Employees;

                 (ii)    Is substantially similar to the Siebe Deferred
                         Compensation Plan; and

                 (iii)   Permits such North Safety Deferred Compensation
                         Participants to participate in the Norcross Deferred
                         Compensation Plan and to continue to defer all
                         "Deferred Amounts" (as defined in the Siebe Deferred
                         Compensation Plan).

     (5)  The Siebe Sellers will cause a portion of the assets held in the Trust
          Under Siebe plc Deferred Compensation Plan (the "Master Deferred
          Compensation Trust") for the benefit of the North Safety Deferred
          Compensation Plan participants to be transferred to a new trust (the
          "Norcross Deferred Compensation Trust") as follows:

          (a)    Norcross will establish the Norcross Deferred Compensation
                 Trust as soon as practicable after the Closing.

          (b)    The Siebe Sellers will cause the trustee of the Master Deferred
                 Compensation Trust to calculate the fair market value as of the
                 Closing, in a manner consistent with the trustee's past
                 practice, that portion of the assets of the Master Deferred
                 Compensation Trust that are held on account for the Continuing
                 Employees who are participants

                                     - ix -
<Page>

                                                                      Appendix I

                 in the Siebe Deferred Compensation Plan.

          (c)    As soon as practicable after the trustee of the Master Deferred
                 Compensation Trust has completed the valuation described in
                 paragraph 5(D)(5)(b) above, the trustee of the Master Deferred
                 Compensation Trust will transfer to the trustee of the Norcross
                 Deferred Compensation Trust an amount (in cash or other
                 property as Norcross and the Siebe Sellers may agree) equal to
                 the amount held on account for the Continuing Employees who are
                 participants in the Siebe Deferred Compensation Plan, together
                 with earnings attributable to such accounts between the Closing
                 and the date of transfer.

E.   WELFARE PLANS

     (1)  Siebe North currently sponsors the following welfare plans (the "North
          Safety Welfare Plans") for the benefit of the Continuing Employees:

          (a)    The Siebe North, Inc. Benefit Plan (flexible spending
                 accounts),

          (b)    The Siebe North, Inc. Employees Health Plan (medical, dental
                 and prescription drugs),

          (c)    The Siebe North, Inc. Plan (which includes life insurance,
                 long-term disability insurance, and accidental death and
                 dismemberment insurance),

          (d)    The Siebe North Business Travel Accident Plan (which includes
                 life insurance and long term disability),

          (e)    The Siebe North, Inc., Disability Leave of Absence Policy, and

          (f)    The Siebe North, Inc., Salary Continuation Plan for Absence Due
                 to Sickness or Accident (Exempt Salaried Personnel).

     (2)  The Siebe North Welfare Plans will continue in effect at and
          immediately after the Closing and Siebe North will continue to be the
          sponsor of such plans.

     (3)  The Siebe Sellers currently have no duties or obligations with respect
          to the Siebe North Welfare Plans and will have no duties or
          obligations with respect to the Siebe North Welfare Plans after the

                                      - x -
<Page>

                                                                      Appendix I

          Closing.

     (4)  Norcross will be free to modify, amend, or terminate any or all of the
          Siebe North Welfare Plans after the Closing as it chooses, but only if
          -

          (a)    Such modifications or amendments are in accordance with the
                 terms of the Siebe North Welfare Plan affected as in effect
                 from time to time and in accordance with law, including ERISA;

          (b)    Such modifications or amendments continue to give Continuing
                 Employees credit for participation purposes for their prior
                 service with Siebe North or its affiliated companies and/or
                 predecessors as provided in the Siebe North Welfare Plans; and

          (c)    Norcross indemnifies the Siebe Sellers and holds the Siebe
                 Sellers harmless from and against any and all liabilities,
                 damages, claims, losses, costs, and expenses (including
                 attorneys' fees) arising solely out of or resulting from any
                 such modification, amendment, or termination.

F.   WELFARE POLICIES

     (1)  Siebe North has adopted the following employee welfare policies
          (collectively, the "Siebe North Welfare Policies") applicable to the
          Continuing Employees:

          (a)    Vacation benefit and holiday policy;

          (b)    Bereavement leave policy;

          (c)    Jury-pay make up policy;

          (d)    Paid sick leave policy; and

          (e)    Siebe North, Inc. Tuition Assistance policy.

     (2)  The Siebe North Welfare Policies will continue in effect at and
          immediately after the Closing.

     (3)  Norcross will be free to modify, amend, or terminate any or all of the
          Siebe North Welfare Policies after the Closing as it chooses, but only
          if -

                                     - xi -
<Page>

                                                                      Appendix I

          (a)    Such modifications or amendments are in accordance with the
                 terms of the affected Siebe North Welfare policy as in effect
                 from time to time and in accordance with law, including ERISA;

          (b)    Such modifications or amendments continue to give Continuing
                 Employees credit for participation purposes for their prior
                 service with Siebe North or its affiliated companies and/or
                 predecessors as provided in the affected Siebe North Welfare
                 policy; and

          (c)    Norcross indemnifies the Siebe Sellers and holds the Siebe
                 Sellers harmless from and against any and all liabilities,
                 damages, claims, losses, costs, and expenses (including
                 attorneys' fees) arising solely out of or resulting from any
                 such modification, amendment, or termination.

G.   SEVERANCE POLICY

     (1)  Siebe North adopted a written severance policy on June 1, 1998,
          entitled Separation Pay Policy (the "Siebe North Severance Policy").

     (2)  The Siebe North Severance Policy will continue in effect after the
          Closing for a period of at least one year; provided that such policy
          shall remain in effect indefinitely with respect to the Continuing
          Employees listed in paragraph 5(G)(3) below.

     (3)  If the employment of any of the following Continuing Employees with
          Siebe North is terminated involuntarily without cause at any time
          after the Closing, then Norcross will cause Siebe North to assure that
          such terminated employees' severance benefit under the Siebe North
          Severance Policy is equal to no less than the number of months' pay
          (at the terminated employees' base salary pay rate the time of such
          termination) as indicated below:

<Table>
<Caption>
            Continuing Employee                Minimum No. of Months
            -------------------                ---------------------
               <S>                                    <C>
               K. W. Smith                            Six
               T. Hudson                              Six
               P. J. Stupinski                        Six
               W. L. Reed                             Six
               P. Dittmer                             Six
               P. Fredericks                          Six
</Table>

                                     - xii -
<Page>

                                                                      Appendix I

<Table>
<Caption>
            Continuing Employee                Minimum No. of Months
            -------------------                ---------------------
               <S>                                    <C>
               R. Stokker                             Six
               T. Kulp                                Six
               S. T. Nakagama                         Six
</Table>

          In addition, Norcross will cause Siebe North to provide such
          Continuing Employees with continued medical coverage and (in the case
          of Messrs. Smith, Hudson, Stupinski, Reed, and Nakagama) a vehicle
          allowance as currently in effect for the duration of the periods
          indicated above.

     (4)  Norcross will be free after the first anniversary of the Closing to
          modify, amend, or terminate the Siebe North Severance Plan as it
          chooses, but only if -

          (a)    Such modifications or amendments are in accordance with the
                 terms of the Siebe North Severance Plan as in effect from time
                 to time and in accordance with law, including ERISA;

          (b)    Such modifications or amendments continue to give Continuing
                 Employees credit for participation and benefit accrual purposes
                 for their prior service with Siebe North or its affiliated
                 companies and/or predecessors as provided in the Siebe North
                 Severance Plan;

          (c)    Norcross indemnifies the Siebe Sellers and holds the Siebe
                 Sellers harmless from and against any and all liabilities,
                 damages, claims, losses, costs, and expenses (including
                 attorneys' fees) arising solely out of or resulting from any
                 such modification, amendment, or termination; and

          (d)    Before implementing any such modification, amendment, or
                 termination, Norcross provides the Continuing Employees listed
                 in paragraph 5(G)(3) above severance benefits which are no less
                 favorable than the benefits that would have been provided such
                 Continuing Employees under such paragraph.

                                    - xiii -