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                                                                   EXHIBIT 10.22



                 WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

             1995 NON-EMPLOYEE DIRECTORS' FEE AND STOCK OPTION PLAN
                      (AS AMENDED THROUGH JANUARY 24, 2000)




                  The purposes of the 1995 Non-Employee Directors' Fee and Stock
Option Plan (as amended, the "Plan") are to provide for each director of
Westinghouse Air Brake Technologies Corporation (the "Company") who is not also
an employee of the Company or any of its subsidiaries (a "non-employee
Director") the payment of all or a portion of the retainer fees for future
services to be performed by such non-employee Director ("Director Fees") as a
member of the Board of Directors of the Company (the "Board") in shares of
Common Stock of the Company. The purposes of the Plan are further to promote the
long-term success of the Company by creating a long-term mutuality of interests
between the non-employee Directors and stockholders of the Company, to provide
an additional inducement for such non-employee Directors to remain with the
Company and to provide a means through which the Company may attract able
persons to serve as Directors of the Company.



                                    SECTION 1

                                 ADMINISTRATION



                  The Plan shall be administered by a Committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
and consisting of not less than two members of the Board, each of whom at the
time of appointment to the Committee and at all times during service as a member
of the Committee shall be "Non-Employee Directors" as then defined under Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or
any successor Rule. The Committee shall keep records of action taken at its
meetings. A majority of the Committee shall constitute a quorum at any meeting,
and the acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by all the members of the
Committee, shall be the acts of the Committee.



                  The Committee shall interpret the Plan and prescribe such
rules, regulations and procedures in connection with the operations of the Plan
as it shall deem to be necessary and advisable for the administration of the
Plan consistent with the purposes of the Plan. All questions of interpretation
and application of the Plan, or as to stock issued or delivered or stock options
granted under the Plan, shall be subject to the determination of the Committee,
which shall be final and binding.



                  Notwithstanding the above, the selection of the Directors to
whom stock may be issued or delivered for Director Fees or to whom stock options
are to be granted, the timing of such issuance or delivery or grants, the number
of shares subject to any issuance or delivery or stock option, the exercise
price of any stock option, the vesting or forfeiture of any stock option, the
periods during which any stock option may be



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exercised and the term of any stock option shall be as hereinafter provided, and
the Committee shall have no discretion as to such matters.



                                    SECTION 2

                         SHARES AVAILABLE UNDER THE PLAN



                  The aggregate number of shares which may be issued or
delivered and as to which grants of stock options may be made under the Plan is
500,000 shares of the Common Stock, par value $.01 per share, of the Company
(the "Common Stock"), subject to adjustment and substitution as set forth in
Section 6. If any stock option granted under the Plan is canceled by mutual
consent, is forfeited or terminates or expires for any reason without having
been exercised in full, the number of shares subject thereto shall again be
available for purposes of the Plan. The shares which may be issued or delivered
under the Plan may be either authorized but unissued shares or reacquired shares
or partly each, as shall be determined from time to time by the Board. If the
number of shares then remaining available, either for the payment of Directors
Fees through the use of shares as described in Section 3 below or for the grant
of stock options as described in Section 4 below, is not sufficient for each
non-employee Director entitled to receive the same to be issued or delivered the
number of shares or to be granted an option for the number of shares, as the
case may be, to which such non-employee Director is entitled (or the number of
adjusted or substituted shares pursuant to Section 6), then each non-employee
Director shall be issued or delivered a number of whole shares or granted an
option for a number of whole shares, as the case may be, equal to the number of
shares then remaining times a percentage obtained by dividing the number of
shares or option shares to which such non-employee Director is entitled by the
total number of shares or option shares to be granted to all non-employee
Directors at such time, disregarding any fractions of a share.



                                    SECTION 3

                            PAYMENT OF DIRECTOR FEES



                  Each non-employee Director shall automatically and without
further action by the Board or the Committee receive payment of Director Fees by
the issuance or delivery to the non-employee Director of 1,000 shares of Common
Stock, payable (i) on the first business day following the initial election of
such non-employee Director to the Board after the date of adoption of this Plan
by the Board, unless such first election occurs at an annual meeting of the
Company or within three months prior to the anniversary date of the prior year's
annual meeting, in which case payment of such Director Fees shall only occur
under subsection (ii) as hereinafter set forth and (iii) on the first business
day following the annual meeting of the stockholders of the Company to the
non-employee Directors as of that date.




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                                    SECTION 4

                             GRANT OF STOCK OPTIONS



                  (a) On January 24, 2000, the date of the amendment to and
restatement of this Plan by the Board, each non-employee Director as of that
date shall automatically and without further action by the Board or the
Committee be granted (subject to the vesting provisions set forth in the next
succeeding sentence) a "nonstatutory stock option" (i.e., a stock option which
does not qualify under Sections 422 or 423 of the Internal Revenue Code of 1986
(the "Code")) to purchase 5,000 shares of Common Stock, subject to adjustment
and substitution as set forth in Section 6. Except as otherwise set forth in
section 5(E), the stock options granted under this Section 4(a) shall vest and
become exercisable as follows:

                  (i)      options with respect to 1,666 shares shall vest on
                           the first anniversary of the date of grant;



                  (ii)     options with respect to 1,667 shares shall vest on
                           the second anniversary of the date of grant; and



                  (iii)    options with respect to the final 1,667 shares shall
                           vest on the third anniversary of the date of grant.



                  (b) On the date of his or her first election to the Board
after January 24, 2000, each non-employee director shall automatically and
without further action by the Board or the Committee be granted a nonstatutory
stock option to purchase 5,000 shares of Common Stock, subject to adjustment and
substitution as set forth in Section 6. Except as otherwise set forth in section
5(E), the stock options granted under this Section 4(b) shall vest and become
exercisable as follows:

                  (i)      options with respect to 1,666 shares shall vest on
                           the first anniversary of the date of grant;



                  (ii)     options with respect to 1,667 shares shall vest on
                           the second anniversary of the date of grant; and



                  (iii)    options with respect to the final 1,667 shares shall
                           vest on the third anniversary of the date of grant.



                  (c) On the first business day of each calendar year each
non-employee Director as of that date shall automatically and without further
action by the Board or the Committee be granted a nonstatutory stock option to
purchase 2,000 shares of Common Stock, subject to adjustment and substitution as
set forth in Section 6. This new Section 4(c) shall replace in its entirety the
previous right of Directors to receive option grants to purchase 5,000 shares
every three years.



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                                    SECTION 5

                      TERMS AND CONDITIONS OF STOCK OPTIONS



                  Stock options granted under the Plan shall be subject to the
following terms and conditions:



                  (A) The purchase price at which each stock option may be
         exercised (the "option price") shall be one hundred percent (100%) of
         the fair market value per share of the Common Stock on the date of the
         grant of such stock option pursuant to the Plan, determined as provided
         in Section 5(G); provided, however, that for any stock option granted
         under the Plan on or prior to October 31, 1998, the option price shall
         be the greater of the aforesaid amount or $14.00 per share.



                  (B) The option price for each stock option shall be paid in
         full upon exercise and shall be payable in cash in United States
         dollars (including check, bank draft or money order), which may include
         cash forwarded through a broker or other agent-sponsored exercise or
         financing program; provided, however, that in lieu of such cash the
         person exercising the stock option may pay the option price in whole or
         in part by delivering to the Company shares of the Common Stock having
         a fair market value on the date of exercise of the stock option,
         determined as provided in Section 5(G), equal to the option price for
         the shares being purchased; except that (i) any portion of the option
         price representing a fraction of a share shall in any event be paid in
         cash and (ii) no shares of the Common Stock which have been held for
         less than six months may be delivered in payment of the option price of
         a stock option. If the person exercising a stock option participates in
         a broker or other agent-sponsored exercise or financing program, the
         Company will cooperate with all reasonable procedures of the broker or
         other agent to permit participation by the person exercising the stock
         option in the exercise or financing program. Notwithstanding any
         procedure of the broker or other agent-sponsored exercise or financing
         program, if the option price is paid in cash, the exercise of the stock
         option shall not be deemed to occur and no shares of the Common Stock
         will be issued or delivered until the Company has received full payment
         in cash (including check, bank draft or money order) for the option
         price from the broker or other agent. The date of exercise of a stock
         option shall be determined under procedures established by the
         Committee, and as of the date of exercise the person exercising the
         stock option shall be considered for all purposes to be the owner of
         the shares with respect to which the stock option has been exercised.
         Payment of the option price with shares shall not increase the number
         of shares of the Common Stock which may be issued or delivered under
         the Plan as provided in Section 2.



                  (C) Subject to the terms of Section 5(E) providing for earlier
         or later termination of a stock option, no stock option shall be
         exercisable after the expiration of ten years from the date of grant. A
         stock option to the extent exercisable at any time may be exercised in
         whole or in part.



                  (D) No stock option shall be transferable by the grantee
         otherwise than by Will or, if the grantee dies intestate, by the laws
         of descent and distribution of the state of domicile of the grantee at
         the time of death. All stock options shall be exercisable during the
         lifetime of the grantee only by the grantee or the grantee's guardian
         or legal representative.



                  (E) If a grantee ceases to be a Director of the Company, any
         outstanding stock options held by the grantee shall vest and be
         exercisable and shall terminate, according to the following provisions:



                           (i) If a grantee ceases to be a non-employee Director
                  of the Company because he is removed without cause or because
                  his term lapses and he is not re-nominated for a new term, any
                  then outstanding stock option held by such grantee shall vest
                  and become exercisable in



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                  accordance with the normal vesting schedule (including vesting
                  upon grant of an option) applicable to such option and shall
                  remain exercisable until the expiration date of such stock
                  option;



                           (ii) If during his term of office as a non-employee
                  Director a grantee is removed from office for cause, any then
                  outstanding stock option held by such grantee shall be
                  exercisable by the grantee (but only to the extent that such
                  stock option is vested and exercisable by the grantee
                  immediately prior to ceasing to be a non-employee Director) at
                  any time prior to the expiration date of such stock option or
                  within 90 days after the date of removal, whichever is the
                  shorter period;



                           (iii) Following the death of a grantee whether during
                  service as a non-employee Director of the Company or
                  thereafter, any outstanding stock option held by the grantee
                  at the time of death (whether or not vested and exercisable by
                  the grantee immediately prior to death) shall vest and be
                  exercisable by the person entitled to do so under the Will of
                  the grantee, or, if the grantee shall fail to make
                  testamentary disposition of the stock option or shall die
                  intestate, by the legal representative of the grantee at any
                  time prior to the expiration date of such stock option or
                  within one year after the date of death, whichever is the
                  longer period; and



                           (iv) If during his or her term of office as a
                  non-employee Director a grantee resigns from the Board during
                  his or her term or is nominated for re-election to the Board
                  but fails to win such re-election, any then outstanding stock
                  option held by such grantee shall be exercisable by the
                  grantee (but only to the extent that such stock option is
                  vested and exercisable by the grantee immediately prior to
                  ceasing to be a non-employee Director) at any time prior to
                  the expiration date of such stock option.



                  (F) All stock options shall be confirmed by an agreement, or
         an amendment thereto, which shall be executed on behalf of the Company
         by the Chief Executive Officer (if other than the President), the
         President or any Vice President and by the grantee.



                  (G) Fair market value of the Common Stock shall be the mean
         between the following prices, as applicable, for the date as of which
         fair market value is to be determined as quoted in The Wall Street
         Journal (or in such other reliable publication as the Committee, in its
         discretion, may determine to rely upon): (a) if the Common Stock is
         listed on the New York Stock Exchange, the highest and lowest sales
         prices per share of the Common Stock as quoted in the NYSE-Composite
         Transactions listing for such date, (b) if the Common Stock is not
         listed on such exchange, the highest and lowest sales prices per share
         of Common Stock for such date on (or on any composite index including)
         the principal United States securities exchange registered under the
         Securities Exchange Act of 1934 (the "1934 Act") on which the Common
         Stock is listed, or (c) if the Common Stock is not listed on any such
         exchange, the highest and lowest sales prices per share of the Common
         Stock for such date on the National Association of Securities Dealers
         Automated Quotations System or any successor system then in use
         ("NASDAQ"). If there are no such sale price quotations for the date as
         of which fair market value is to be determined but there are such sale
         price quotations within a reasonable period both before and after such
         date, then fair market value shall be determined by taking a weighted
         average of the means between the highest and lowest sales prices per
         share of the Common Stock as so quoted on the nearest date before and
         the nearest date after the date as of which fair market value is to be
         determined. The average should be weighted inversely by the respective
         numbers of trading days between the selling dates and the date as of


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         which fair market value is to be determined. If there are no such sale
         price quotations on or within a reasonable period both before and after
         the date as of which fair market value is to be determined, then fair
         market value of the Common Stock shall be the mean between the bona
         fide bid and asked prices per share of Common Stock as so quoted for
         such date on NASDAQ, or if none, the weighted average of the means
         between such bona fide bid and asked prices on the nearest trading date
         before and the nearest trading date after the date as of which fair
         market value is to be determined, if both such dates are within a
         reasonable period. The average is to be determined in the manner
         described above in this Section 5(G). If the fair market value of the
         Common Stock cannot be determined on the basis previously set forth in
         this Section 5(G) for the date as of which fair market value is to be
         determined, the Committee shall in good faith determine the fair market
         value of the Common Stock on such date. Fair market value shall be
         determined without regard to any restriction other than a restriction
         which, by its terms, will never lapse.



                  (H) The obligation of the Company to issue or deliver shares
         of the Common Stock under the Plan shall be subject to (i) the
         effectiveness of a registration statement under the Securities Act of
         1933, as amended, with respect to such shares, if deemed necessary or
         appropriate by counsel for the Company, (ii) the condition that the
         shares shall have been listed (or authorized for listing upon official
         notice of issuance) upon each stock exchange, if any, on which the
         Common Stock shares may then be listed and (iii) all other applicable
         laws, regulations, rules and orders which may then be in effect.



                  Subject to the foregoing provisions of this Section 5 and the
other provisions of the Plan, any stock option granted under the Plan may be
subject to such restrictions and other terms and conditions, if any, as shall be
determined, in its discretion, by the Committee and set forth in the agreement
referred to in Section 5(F), or an amendment thereto.



                                    SECTION 6

                      ADJUSTMENT AND SUBSTITUTION OF SHARES



                  If a dividend or other distribution payable in shares of the
Common Stock shall be declared upon the Common Stock, each number of shares of
the Common Stock set forth in Sections 3 and 4, the number of shares of the
Common Stock then subject to any outstanding stock options and the number of
shares of the Common Stock which may be issued or delivered under the Plan but
are not then subject to outstanding stock options shall be adjusted by adding
thereto the number of shares of the Common Stock which would have been
distributable thereon if such shares had been outstanding on the date fixed for
determining the stockholders entitled to receive such stock dividend or
distribution.



                  If the outstanding shares of the Common Stock shall be changed
into or exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of the Common Stock set forth in Sections 3 and 4, for each share of the
Common Stock subject to any then outstanding stock option, and for each share of
the Common Stock which may be issued or delivered under the Plan but which is
not then subject to any outstanding stock option, the number and kind of shares
of stock or other securities into which each outstanding share of the Common
Stock shall be so changed or for which each such share shall be exchangeable.


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                  In case of any adjustment or substitution as provided for in
this Section 6, the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.



                  If the outstanding shares of Common Stock shall be changed in
value by reason of spin-off, split-off, or dividend in partial liquidation,
dividend in property other than cash or extraordinary distribution to holders of
the Common Stock, the Committee shall make any adjustments to any then
outstanding stock option which it determines are equitably required to prevent
dilution or enlargement of the rights of grantees which would otherwise result
from any such transaction.



                  No adjustment or substitution provided for in this Section 6
shall require the Company to issue or deliver or sell a fraction of a share or
other security. Accordingly, all fractional shares or other securities which
result from any such adjustment or substitution shall be eliminated and not
carried forward to any subsequent adjustment or substitution.



                  Except as provided in this Section 6, a grantee shall have no
rights by reason of any issue or delivery by the Company of stock of any class
or securities convertible into stock of any class, any subdivision or
consolidation of shares of stock of any class, the payment of any stock
dividends or any other increase or decrease in the number of shares of stock of
any class.



                                   SECTION 7

          EFFECT OF THE PLAN ON THE RIGHTS OF COMPANY AND STOCKHOLDERS



                  Nothing in the Plan, in any Director Fees paid or stock option
granted under the Plan, or in any stock option agreement shall confer any right
to any person to continue as a Director of the Company or interfere in any way
with the rights of the stockholders of the Company or the Board of Directors to
elect and remove Directors.



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                                    SECTION 8

                            AMENDMENT AND TERMINATION



                  The right to amend the Plan at any time and from time to time
and the right to terminate the Plan at any time are hereby specifically reserved
to the Board; provided always that no such termination shall terminate any
outstanding stock options granted under the Plan; and provided further that no
amendment of the Plan shall (a) be made without stockholder approval if
stockholder approval of the amendment is at the time required for stock issued
or delivered for Director Fees or stock options under the Plan to qualify for
the exemption from Section 16(b) of the 1934 Act provided by Rule 16b-3 or by
the rules of the New York Stock Exchange or any other stock exchange on which
the Common Stock may then be listed, (b) amend more than once every six months
the provisions of the Plan relating to the selection of the Directors to whom
stock may be issued or delivered for Directors Fees or to whom stock options are
to be granted, the timing of such issuance or delivery or grants, the number of
shares subject to any issuance or delivery or stock option, the exercise price
of any stock option, the periods during which any stock option may be exercised
and the term of any stock option other than to comport with changes in the Code
or the rules and regulations thereunder or (c) otherwise amend the Plan in any
manner that would cause stock issued or delivered for Director Fees or stock
options under the Plan not to qualify for the exemption provided by Rule 16b-3.
No amendment or termination of the Plan shall, without the written consent of
the holder of a stock option theretofore awarded under the Plan, adversely
affect the rights of such holder with respect thereto.



                  Notwithstanding anything contained in the preceding paragraph
or any other provision of the Plan or any stock option agreement, the Board
shall have the power to amend the Plan in any manner deemed necessary or
advisable for stock issued or delivered for Director Fees or stock options
granted under the Plan to qualify for the exemption provided by Rule 16b-3 (or
any successor rule relating to exemption from Section 16(b) of the 1934 Act),
and any such amendment shall, to the extent deemed necessary or advisable by the
Board, be applicable to any outstanding stock options theretofore granted under
the Plan notwithstanding any contrary provisions contained in any stock option
agreement. In the event of any such amendment to the Plan, the holder of any
stock option outstanding under the Plan shall, upon request of the Committee and
as a condition to the exercisability of such option, execute a conforming
amendment in the form prescribed by the Committee to the stock option agreement
referred to in Section 5(F) within such reasonable time as the Committee shall
specify in such request.




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                                   SECTION 9

                                  INTEGRATION



                  The Plan and any written agreements executed by the
non-employee Directors and the Company contain all of the understandings and
representations between the parties and supersede any prior understandings and
agreements entered into between them regarding the subject matter within. There
are no representations, agreements, arrangements or understandings, oral or
written, between the parties relating to the subject matter within which are not
fully expressed in the Plan and the agreements.



                                   SECTION 10

                       EFFECTIVE DATE AND DURATION OF PLAN



                  The effective date and date of adoption of the Plan shall be
November 1, 1995, the date of adoption of the Plan by the Board (such adoption
of the Plan by the Board having been approved by the majority of the votes cast
at a meeting of the holders of voting stock of the Company) and the effective
date of the amendments to the Plan adopted by the Board on January 24, 2000
shall be January 24, 2000. No stock may be issued or delivered for Director Fees
and no stock option may be granted under the Plan subsequent to October 31,
2005.








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