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                        SPLIT DOLLAR INSURANCE AGREEMENT


     THIS AGREEMENT is made the 8th day of May, 1997 between COLTEC INDUSTRIES
INC (the "Corporation") and _____________________ (the "Executive").

                                   WITNESSETH:

     A. The Corporation has heretofore adopted a Family Protection Program which
provides certain death benefits to beneficiary(ies) of the Executive in the
event of the Executive's death while employed by the Corporation.

     B. The Corporation and the Executive believe that the Family Protection
Program would better serve the interests of the Executive and his family if the
current Family Protection Program were terminated and replaced by a split dollar
insurance program allowing the Executive to deploy certain insurance proceeds
for the benefit of his beneficiaries as the Executive determines in the event of
his death.

     C. The Corporation owns a policy of insurance on the life of the Executive
which is listed on Schedule A annexed hereto and incorporated herein by
reference (the "Policy"). The Policy represents a collection of rights and
assets comprising a death benefit portion and a cash value portion.

     D. The Corporation and the Executive desire that, upon payment of the death
benefit while this Agreement is in effect, each of the Corporation and the
beneficiary of the Executive will receive a portion of the proceeds as described
herein.

     THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as to each Policy as follows:

     1. Ownership of Policy, Policy Loans. The Corporation shall be sole owner
of each Policy and shall endorse the death proceeds of each to the beneficiary
named by the Executive, in accordance with paragraph 2, such that the total
Death Benefit payable to the beneficiary shall equal (a) the entire death
proceeds payable under the Policy (without reduction for policy loans, if any),
minus (b) the Corporation's interest. The Corporation's Interest equals the
greater of the cash surrender value and (x) all amounts paid by the Corporation
to the Insurer as premium 


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payments minus (y) the total of amounts paid by (or taxed to) the Executive as
income under paragraph 3 hereof. The Corporation may borrow against the cash
value of the Policy(ies) up to the limit of the Corporation's Interest.

     2. Executive's Rights. The Executive shall have the right to designate and
change direct and contingent beneficiaries of the Executive's Death Benefit and
to elect and change a payment plan for such beneficiaries. The Executive shall
have the right to assign any part or all of the Executive's interest in the

Policy and this Agreement to any person, entity or trust (the "Assignee") by
execution of a written assignment delivered to the Corporation and to the
Insurer. Thereupon. the Assignee shall be substituted for the Executive herein
to the extent of the Assignee's interest.

     3. Payment of Premiums. The Corporation shall pay the entire premium on the
Policy minus the "Executive's Cost." The Executive shall contribute the
Executive's Cost each year in time to be included with the Corporation's
payment. In the event the Executive does not so contribute, the Executive's Cost
will be treated by the Corporation as a bonus to the Executive and will be
reported for tax purposes accordingly. The Executive's Cost shall be an amount
equal to the current term rate for the Executive's age multiplied by the
Executive's Death Benefit in the insurance Policy. For this purpose, "current
term rate" shall mean the lesser of the Insurer's annual term insurance rate for
standard risks or the rate specified in Revenue Rulings 64-328 and 66-110.

     4. Use of Dividends. Policy dividends shall be applied to purchase paid-up
additional insurance protection.

     5. Right of First Refusal. The Corporation shall not sell, surrender,
change the insured or transfer ownership of the Policy while this Agreement is
in effect (or for sixty (60) days thereafter) without first giving the Executive
the option to purchase the Policy during a period of sixty (60) days' notice to
the Executive of such intention. The purchase price of the Policy shall be the
cash value of the Policy as of the date of transfer to the Executive, less any
Policy and premium loans and any other indebtedness secured by the Policy. This
restriction shall not impair the right of the Corporation to terminate this
Agreement pursuant to paragraph 6 hereof. The exercise by the Corporation of the
right to surrender the Policy or to change the insured will terminate the rights
of the Executive.


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     6. Termination. This Agreement may be terminated by either party hereto,
with or without the consent of the other, by giving notice of termination in
writing to the other party. This Agreement shall terminate automatically upon
termination of the Executive's employment with the Corporation for any reason
whatsoever other than the Executive's death. In the event of termination of the
Agreement, the Executive shall have the right to purchase the Policy from the
Corporation on the same terms and conditions as specified in paragraph 5 hereof.

     7. Insurer. The Insurer named on Schedule A shall be bound only by the
provisions of and endorsements on the Policy, and any payments made or action
taken by it in accordance therewith shall fully discharge it from all claims,
suits and demands of all persons whatsoever. It shall not be bound by the
provisions of this Agreement.

     8. Amendment. The Corporation and the Executive may mutually agree to amend
this Agreement and such amendment shall be in writing and signed by the
Corporation and the Executive. If additional Policies are made subject to this
Agreement, they shall be listed on successive Schedules annexed hereto.


     9. Binding Effect. This Agreement shall bind and inure to the benefit of
the Corporation and its successors and assigns; the Executive and his heirs,
executors, administrators and assigns; and any Policy beneficiary.

     10. ERISA Provision. The following provisions are part of this Agreement
and are intended to meet the requirements of the Employee Retirement Income
Security Act of 1974 ("ERISA"):

          a. The named fiduciary: the Corporation.

          b. The funding policy under this Plan is that all premiums on the
     Policy be remitted to the Insurer when due.

          c. Direct payment by the Insurer is the basis of payment of benefits
     under this Plan, with those benefits in turn being based on the payment of
     premiums as provided in the Plan.


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          d. For claims procedure purposes, the "Claims Manager" shall be the
     Treasurer and the Director of Compensation of the Corporation; provided,
     however, that if a claim made under the Plan affects any of these persons,
     such person shall not participate in the review of the claim.

               i. If for any reason a claim for benefits under this Plan is
          denied by the Corporation, the Claims Manager shall deliver to the
          claimant a written explanation setting forth the specific reasons for
          the denial, pertinent references to the Plan section on which the
          denial is based, such other data as may be pertinent and information
          on the procedures to be followed by the claimant in obtaining a review
          of his claim, all written in a manner calculated to be understood by
          the claimant. For this purpose:

                    (a) The claimant's claim shall be deemed filed when
               presented in writing to the Claims Manager.

                    (b) The Claims Manager's explanation shall be in writing
               delivered to the claimant within ninety (90) days of the date the
               claim is filed.

               (ii) The claimant shall have sixty (60) days following his
          receipt of the denial of the claim to file with the Claims Manager a
          written request for review of the denial. For such review, the
          claimant or his representative may submit pertinent documents and
          written issues and comments.

               (iii) The Claims Manager shall decide the issue on review and
          furnish the claimant with a copy within sixty (60) days of receipt of
          the claimant's request for review of his claim. The decision on review
          shall be in writing and shall include specific reasons for the

          decision, written in a manner calculated to be understood by the
          claimant, as well as specific references to the pertinent Plan
          provisions on which the decision is based. If a copy of the decision
          is not so furnished to the claimant within such sixty (60) days, the
          claim shall be deemed denied on review.

     11. Termination of Family Protection Program. The Agreement between the
Corporation and the Executive dated April 26, 1996 pertaining to the Family
Protection Program is terminated by mutual agreement of the parties as of the
date hereof.


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     IN WITNESS WHEREOF, the parties have signed and sealed this Agreement.

COLTEC INDUSTRIES INC                       COLTEC INDUSTRIES INC, Corporation

By:                                         By:                              
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                                               Title:
                                                     --------------------------

                                                                          (SEAL)
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                                   SCHEDULE A

Insurer                              Policy #              Face Amount


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