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                                                              EXHIBIT 10.10



                              EMPLOYMENT AGREEMENT



     Agreement dated June 1, 1995, between _____________ (the "Executive") and
COLTEC INDUSTRIES INC, a Pennsylvania corporation (the "Corporation").

     WHEREAS, the Executive and the Corporation desire to set forth the terms
and conditions upon which the Executive shall be employed by the Corporation.

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises
herein contained, the parties agree as follows:

1.   EMPLOYMENT TERM

     The Corporation agrees to employ the Executive and the Executive agrees to
     be employed by the Corporation, upon the terms and conditions contained in
     this Agreement, for a period of three years commencing on the date hereof
     and terminating on the third anniversary of the date hereof (the "Contract
     Period").  The Contract Period shall be subject to earlier termination in
     accordance with the provisions set forth in Section 5 below.

2.   DUTIES

 2.1 The Executive shall serve, subject to the supervision and control of the
     Corporation's Chief Executive Officer, as Senior Vice President, Aerospace
     of the Corporation with the responsibilities and authority, and status and
     perquisites which have consistent with past practice, been delegated or
     granted by the Corporation to an employee holding such position(s) or which
     are customarily delegated or granted by similarly situated corporations to
     an employee holding these position(s).  If Executive is appointed to
     additional offices by the Corporation during the Contract Period, the
     Executive shall have the responsibilities and authority, and status and
     perquisites consistent with the past practices of the Corporation or which
     are customarily delegated or granted by similarly situated corporations to
     an employee holding such position(s).  Executive shall also perform any
     additional


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     lawful services and assume any reasonable additional responsibilities, not
     inconsistent with his position, as shall from time to time be assigned to
     him by the Board of Directors of the Corporation (the "Board") or the Chief
     Executive Officer.

 2.2 Executive agrees that during the Contract Period, he shall devote
     substantially all of his full working time and attention and give his best
     effort, skill and abilities exclusively to the business and interests of
     the Corporation; provided, however, that the foregoing shall not be
     construed to prohibit Executive's service as a (i) director or officer of
     any trade association, civic, educational or charitable organization or
     governmental entity or, subject to approval by the Board, as (ii) a
     director of any corporation which is not a competitor of the Corporation,
     provided that such service by Executive does not materially interfere with
     the performance by Executive of the responsibilities delegated under
     Section 2.1 above.

 2.3 Executive shall carry out all responsibilities delegated in Section 2.1
     above at the Company's headquarters at 430 Park Avenue, New York, New York,
     or at such other office or location within the continental United States as
     the Board may, from time to time, deem appropriate after consultation with
     Executive, except for travel reasonably required in the performance of
     Executive's responsibilities.

3.   COMPENSATION AND BENEFITS

     Throughout the term hereof, unless otherwise specifically provided
     elsewhere herein:

 3.1 Executive shall receive an annual salary which is not less than his annual
     salary on the date of this Agreement and shall have the opportunity for
     periodic increases in accordance with the Corporation's regular practices.

 3.2 Executive shall be entitled to participate, to the extent determined by the
     Board, in all currently existing and future incentive compensation plans of
     the Corporation including, but not limited to: the Annual Incentive Plan
     for Certain Employees of Coltec Industries Inc and Its Subsidiaries, the


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     1994 Long-Term Incentive Plan of Coltec Industries Inc and the Coltec
     Industries Inc 1992 Stock Option and Incentive Plan (the "Incentive
     Compensation Plans"),  provided, however, that the Executive's
     participation in all incentive compensation plans shall be at a level
     customarily approved by the Board for an employee with Executive's
     responsibilities and shall not in any case be less than Executive's level
     of participation in such plans on the date of this Agreement.  Any payment
     to Executive under an Incentive Compensation Plan shall be calculated and
     made in accordance with the provisions of the respective plan, except as
     elsewhere provided for in this Agreement.

 3.3 Executive shall be entitled to receive all employee benefits, fringe
     benefits and perquisites (including but not limited to the use of company
     cars, club memberships and financial planning services ("Company
     Perquisites")) customarily made available to an employee with Executive's
     responsibilities, and Executive shall be entitled to participate in all
     applicable group, life, health, disability and accident insurance plans and
     programs including, and not limited to, the Retirement Savings Plan, the
     Retirement Program, Benefits Equalization Plan (the "BE Plan") and Family
     Protection Plan as well as any other applicable Corporation benefit plans
     and programs maintained currently upon terms and at levels no less
     favorable than now exist or that shall be established or maintained in the
     future for employees generally or for the Corporation's executives.

 3.4 Executive shall be entitled to annual vacation and holidays in accordance
     with the Corporation's established practice for its employees.


 3.5 The Executive shall be entitled to receive reimbursement for all reasonable
     out-of-pocket expenses incurred in performing his responsibilities
     delegated in Section 2.1 above, provided that the Executive properly
     accounts for such expenses in accordance with the Corporation's established
     policies and the requirements of the Internal Revenue Code of 1986, as
     amended.


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4.   INDEMNIFICATION

     The Executive shall be entitled to indemnification by the Corporation to
     the fullest extent permitted by law in respect of any actions or omissions
     which Executive has taken or has failed to take as an employee, officer or
     director of the Corporation while carrying out the responsibilities
     delegated under Section 2.1 above.

5.   TERMINATION OF EMPLOYMENT

     The Contract Period shall terminate prior to its term on the Date of
     Termination as defined in Sections 5.2 or 5.3 below following receipt by
     the Executive or the Corporation, as the case may be, of a Notice of
     Termination as defined in Section 5.1 below.

5.1  "Notice of Termination" shall mean any purported termination of Executive's
     employment by the Corporation or by Executive which shall be communicated
     by written notice to the other party hereto in accordance with Section 8 of
     this Agreement, and which shall (1) indicate the specific termination
     provision in this Agreement relied upon, (2) set forth in reasonable detail
     the facts and circumstances claimed to provide a basis for termination of
     Executive's employment under the provision so indicated, and (3) set forth
     the date on which the Executive's employment with the Corporation shall
     terminate.

5.2  "Date of Termination" shall mean:

     (a)  thirty (30) days after Notice of Termination is given for termination
          of employment due to Disability; provided that Executive shall not
          have returned to the full-time performance of his duties during such
          thirty (30) day period;

     (b)  the date of death in the event of Executive's death;

     (c)  at least thirty days (30) but not more than sixty (60) days after
          Notice of Termination is given for termination of employment for Good
          Reason in respect of a termination


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          covered by Sections 6.6 or 6.7 below;

     (d)  at least fifteen days (15) after Notice of Termination is given for
          termination of employment for Cause;

     (e)  at least fifteen days (15) after Notice of Termination is given for
          retirement after the age of 55 years but before the age of 65 years to
          the extent such retirement is permitted under the Retirement Savings
          Plan, the Retirement Program or the BE Plan ("Early Retirement"); or

     (f)  the date specified in the Notice of Termination for termination of
          employment for any other reason.

5.3  This Agreement shall automatically terminate upon the earlier of
     Executive's 65th birthday or the receipt by the Corporation of a Notice of
     Termination for Early Retirement as provided in Paragraph 5.2(e) above
     ("Retirement Termination").

6.   COMPENSATION UPON TERMINATION OR DURING DISABILITY

6.1  For purposes of this Agreement, "Disability", "Cause", "Good Reason" and
     "Change-in-Control" shall have the meanings set forth below:

     (a)  DISABILITY - If, as a result of Executive's incapacity due to physical
          or mental illness, Executive shall have become eligible for benefits
          under the applicable long-term disability plan or policy of the
          Corporation, Executive's employment may be terminated by the
          Corporation for "Disability".

     (b)  CAUSE - Termination by the Corporation of Executive's employment for
          "Cause" shall mean termination upon:

          (i)  the prolonged or repeated absence from duty without the consent
               of the Board for reasons other than the Executive's incapacity
               due to physical or mental illness;

         (ii)  the acceptance by Executive of a position with another employer
               which conflicts with his duties as


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               an employee of the Corporation without the consent of the Board;

        (iii)  the willful engaging by Executive in conduct relating to the
               Corporation which is demonstrably  and materially injurious to
               the Corporation after a written demand for cessation of such
               conduct is delivered to Executive by the Board, which demand
               specifically identifies the manner in which the Board believes
               the Executive has engaged in such conduct and the injury to the
               Corporation;

         (iv)  a willful material breach of an established written policy or
               procedure of the Corporation;

          (v)  Executive's conviction for a crime involving moral turpitude; or

         (vi)  the breach of Executive's Agreement set forth in Section 10.1
               below.

          For purposes of this Paragraph, no act, or failure to act, on
          Executive's part shall be deemed "willful" unless knowingly done, or
          omitted to be done, by Executive not in good faith and without
          reasonable belief that Executive's action or omission was in the best
          interests of the Corporation.

     (c)  GOOD REASON - Executive shall be entitled to terminate his employment
          for Good Reason.  For purposes of this Agreement, "Good Reason" shall
          mean the occurrence, without Executive's express written consent, of
          any of the following circumstances unless such circumstances are fully
          corrected prior to the Date of Termination (as defined in Section 5.2
          above), specified in the Notice of Termination:

          (i)  the terms of this Agreement are materially adversely altered by
               action of the Corporation or the Corporation breaches in any
               material respect any of its agreements set forth herein;

         (ii)  the failure of the Corporation to obtain a


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               satisfactory agreement, required in Section 8 below, from any
               successor to assume and perform this Agreement (a copy of the
               agreement evidencing such assumption shall be provided by the
               Corporation to Executive);

        (iii)  any purported termination of Executive's employment which is not
               effected pursuant to a Notice of Termination satisfying the
               requirements set forth in Section 5 above; for purposes of this
               Agreement, no such purported termination shall be effective; or

         (iv)  Executive makes a determination in good faith that the cumulative
               effect of actions by one or more of the members of the Board or
               their agents or associates constitutes harassment or unreasonable
               interference with the performance of Executive's day-to-day
               duties under this Agreement (after a written demand for cessation
               of such actions is delivered by Executive to the Chief Executive
               Officer and to the Board which demand specifically identifies the
               manner in which Executive believes that such Chief Executive
               Officer or Board members (or their agents or associates) have
               harassed Executive or unreasonably interfered with Executive's
               ability to perform his day-to-day duties); provided, however,
               that appropriate involvement of the Chief Executive Officer or
               the Board members in regular reviews of those items which have,
               consistent with the Corporation's past practices, been normally
               within the purview of the Chief Executive Officer or Board's
               responsibilities as well as any bona fide business disagreements
               between the Executive and the Corporation shall not be taken into
               account by Executive in making his determination under this
               Agreement.

          (v)  Relocation of the Executive's place of employment to a location
               outside the continental United States or relocation of the
               Executive's place of employment within the continental United
               States without reimbursing Executive his cost of


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               relocation at a level at least as favorable as that provided
               under the Corporation's policy and practice in effect on the date
               of this Agreement.

          Executive's right to terminate his employment pursuant to this
          Paragraph shall not be affected by his incapacity due to physical
          illness.  In addition, Executive's continued employment with the
          Corporation shall not constitute waiver of Executive's rights under
          this Paragraph (c) nor constitute consent to any act or omission by
          the Corporation constituting Good Reason.

     (d)  CHANGE-IN-CONTROL - A Change-in-Control shall be deemed to occur as of
          the date on which any of the following occur:

          (i)  the acquisition, other than from the Corporation, by any
               individual, entity or group (within the meaning of Section
               13(d)(3) or 14(d)(2) of the Securities and Exchange Act of 1934,
               as amended (the "Exchange Act") of beneficial ownership (within
               the meaning of Rule 13d-3 promulgated under the Exchange Act) of
               20 percent or more of either the then outstanding shares of
               common stock of the Corporation or the combined voting power of
               the then outstanding voting securities of the Corporation
               entitled to vote generally in the election of directors; or

          (ii) Individuals who, as of the date of this Agreement, constitute the
               Board (the "Incumbent Board") cease for any reason to constitute
               at least a majority of the Board, provided that any individual
               becoming a director subsequent to the date hereof whose election,
               or nomination for election by the Corporation's shareholders, was
               approved by a vote of at least a majority of the directors then
               comprising the Incumbent Board shall be considered as though such
               individual was a member of the Incumbent Board, but excluding,
               for this purpose, any such individual whose initial assumption of
               office is in connection with an actual or threatened election
               contest relating to the


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               election of the directors of the Corporation (as such terms are
               used in Rule 14a-11 of Regulation 14A promulgated under the
               Exchange Act); or

        (iii)  Approval by the shareholders of the Corporation of (1) a
               reorganization, merger or consolidation, in each case, with
               respect to which the individuals and entities who were the
               respective beneficial owners of the common stock and voting
               securities of the Corporation immediately prior to such
               reorganization, merger or consolidation do not, following such
               reorganization, merger or consolidation, beneficially own,
               directly or indirectly, more than 50 percent of, respectively,
               the then outstanding shares of common stock, and the combined
               voting power of the then outstanding voting securities entitled
               to vote generally in the election of directors, as the case may
               be, of the corporation resulting from such reorganization, merger
               or consolidation; (2) a complete liquidation or dissolution of
               the Corporation; or of (3) the sale or other disposition of all
               or substantially all of the assets of the Corporation.

6.2  During any period of Disability and until the earlier of the end of the
     Contract Period or Executive's death, Executive shall receive all accrued
     but unpaid salary plus all amounts or benefits payable or due to him
     (including a pro rata share  under Incentive Compensation Plans earned
     during the year in which the Disability occurs) under the Corporation's
     compensation and benefit plans and programs in which Executive is
     participating at the commencement of any such period, plus an additional
     payment from the Corporation (if necessary) such that the aggregate amount
     received by Executive in the nature of salary continuation from all sources
     equals Executive's base salary at the rate in effect at the commencement of
     any such period.  Thereafter, Executive shall be entitled to participate in
     all applicable group, life, Family Protection Plan, health, disability and
     accident insurance plans and programs as well as any other applicable
     Corporation benefit plans and programs (including, but not limited to the
     1992 Stock Option and Incentive Plan) in accordance with the terms of such
     plans and programs; provided that such terms shall not


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     be less advantageous to Executive than the terms in effect as of the date
     hereof.

6.3  If Executive's employment shall be terminated by reason of Executive's
     death, the Executive shall be entitled to the benefits provided below:

     (a)  The Corporation shall pay to Executive's estate as soon as practicable
          after the date of Executive's death,  Executive's full base salary
          through the date of Executive's death, at the rate in effect at the
          time of Executive's death, plus all other amounts to which Executive
          is entitled under any benefit or compensation plan of the Corporation
          including, but not limited to, a pro rata share under Incentive
          Compensation Plans earned during the year in which Employee's death
          occurs.

     (b)  After Executive's death, Executive's beneficiaries shall be entitled
          to participate in all applicable group, life, health, disability and
          accident insurance plans and programs as well as any other applicable
          Corporation benefit plans and programs including, but not limited to,
          the 1992 Stock Option and Incentive Plan, in accordance with the terms
          of such plans and programs.

6.4  If Executive's employment shall be terminated as a result of a Retirement
     Termination or as a result of a voluntary resignation for other than Good
     Reason ("Resignation"), then Executive shall receive all accrued but unpaid
     salary plus all amounts payable to him under the Corporation's compensation
     (including, but not limited to a pro rata share under Incentive
     Compensation Plans earned during the year the Retirement Termination or
     Resignation occurs) and benefit plans and programs in which Executive is
     participating at the time the Retirement Termination or Resignation becomes
     effective.  In the event of a Retirement Termination, Executive shall be
     entitled to participate in all retirement and other plans and programs
     effective on the Date of Termination to which he is eligible in accordance
     with their terms.

6.5  If Executive's employment shall be terminated by the


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     Corporation for Cause, then Executive shall be entitled to the following
     benefits:

     (a)  The Corporation shall pay Executive's full base salary through the
          Date of Termination at the rate in effect at the time Notice of
          Termination is given plus all other amounts to which Executive is
          entitled under any benefit or compensation plan of the Corporation,
          excluding any bonus, other incentive compensation and vacation pay, if
          any, otherwise payable to Executive pursuant to the terms of the
          applicable plan or program of the Corporation, at the time such
          payments are due.

     (b)  Executive shall be entitled to participate in all applicable group,
          life, health, disability and accident insurance plans and programs,
          only to the extent required by the terms of such plans, or only to the
          extent required by Federal or state law.

 6.6 If Executive's employment shall be terminated (1) by the Corporation for
     other than Cause, (2) by Executive for Good Reason other than Good Reason
     as specified in Section 6.7 below ("Section 6.7 Good Reason") then
     Executive shall be entitled to the following benefits:

     (a)  The Corporation shall pay Executive, as soon as practicable following
          the date of termination a sum equal to Executive's full base salary
          through the Date of Termination at the rate in effect at the time
          Notice of Termination is given plus all other amounts to which
          Executive is entitled under any benefit or compensation  plan of the
          Corporation (including but not limited to a pro rata share under
          Incentive Compensation Plans earned during the year in which
          employment is terminated).

     (b)  The Corporation shall pay Executive as soon as practicable following
          the Date of Termination an additional payment equal to the sum of
          Executive's full base salary plus the highest annual bonus received by
          the Executive or by any individual serving as Senior Vice President,
          Aerospace of the Corporation during any of the three previous years
          multiplied by the higher of one (1) or the number of years (including
          fractions thereof)


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          remaining under the Contract Period.

     (c)  At Executive's option and as soon as practicable after his request,
          the Corporation shall pay to Executive a sum of money equal to the
          value of Executive's accrued balance of the BE Plan.

     (d)  For the longer of one year from the Date of Termination or until the
          end of the Contract Period the Corporation shall continue to make
          available to Executive all Company Perquisites, or, in the
          alternative, the Corporation shall pay to Executive as soon as
          practicable after Date of Termination a sum of money reasonably
          approximating the cash value of the Company Perquisites.
          Additionally, for such period of time Executive shall, subject to
          Section 6.9, be allowed to participate in all applicable group, life,
          health, disability and accident insurance plans and programs as well
          as any other applicable Corporation benefit plans and programs
          (including but not limited to the 1992 Stock Option and Incentive
          Plan) as if he were an active employee (limited, in the case of
          coverage under life insurance plans, to the level of coverage that the
          Corporation is able to obtain on Executive's behalf based upon the
          annual premium cost of providing Executive with life insurance during
          Executive's last twelve months of employment with the Corporation), in
          which Executive was participating 30 days prior to the time Notice of
          Termination is given or comparable plans substituted therefor;
          provided, however, that if Executive is ineligible (e.g., by operation
          of law or the terms of the applicable plan) to continue to participate
          in any such plan, the Corporation will provide Executive with a
          comparable level of compensation or benefit.

6.7  If Executive's employment by the Corporation shall be terminated by
     Executive for Good Reason where Executive has given Notice of Termination
     to the Corporation within two years from the occurrence of an event
     constituting a Change-of-Control, then Executive shall be entitled to the
     benefits provided below.

     (a)  The Corporation shall pay Executive his full base salary


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          through the Date of Termination at the rate in effect at the time
          Notice of Termination is given, plus all other amounts to which
          Executive is entitled under any benefit or compensation plan of the
          Corporation (including but not limited to a pro rata share under
          Incentive Compensation Plans earned during the year in which
          employment is terminated).

     (b)  In lieu of any further base salary payments to Executive for period
          subsequent to the Date of Termination, the Corporation shall pay to
          Executive as severance pay a lump sum equal to three times (3x) the
          sum of Executive's full base salary for one calendar year at the rate
          in effect immediately prior to the time Notice of Termination is given
          plus the highest annual bonus received by the Executive or any
          individual serving as Senior Vice President, Aerospace of the
          Corporation during any of the three preceding calendar years.

     (c)  In lieu of any further participation by Executive in the Family
          Protection Plan, the Corporation shall transfer to Executive a fully
          paid up insurance policy or policies then insuring the life of the
          Executive pursuant to the terms of the Family Protection Plan, plus an
          amount of money (the "Tax Adjustment") calculated to reimburse
          Executive for any local, state or Federal income or other taxes which
          he may be liable as a result of receiving the insurance policy or
          policies and the Tax Adjustment amount.

     (d)  At Executive's option and as soon as practicable after his request,
          the Corporation shall pay Executive a sum of money equal to the value
          of Executive's accrued balance of the BE Plan.

     (e)  For three years from the Date of Termination the Corporation shall
          continue to make available to Executive all Company Perquisites, or,
          in the alternative, the Corporation shall pay to Executive as  soon as
          practicable after the Date of Termination a sum of money reasonably
          approximating the cash value of the Company Perquisites.
          Additionally, Executive shall, subject to Section 6.9, be allowed to
          participate in all applicable


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          group, life, health, disability and accident insurance plans and
          programs as well as any other applicable Corporation benefit plans and
          programs (including, but not limited to the 1992 Stock Option and
          Incentive Plan) as if he were an active employee (limited, in the case
          of coverage under life insurance plans, to the level of coverage that
          the Corporation is able to obtain on Executive's behalf based upon the
          annual premium cost of providing Executive with life insurance during
          Executive's last twelve months of employment with the Corporation), in
          which Executive was participating 30 days prior to the time Notice of
          Termination is given or comparable plans substituted therefor;
          provided, however, that if Executive is ineligible (e.g., by operation
          of law or the terms of the applicable plan) to continue to participate
          in any such plan, the Corporation will provide Executive with a
          comparable level of compensation or benefit.

6.8  In addition to the benefits set forth in Sections 6.6 and 6.7, in the event
     that Executive's employment shall be terminated (1) by the Corporation for
     other than Cause, (2) by Executive for Good Reason other than Section 6.7
     Good Reason, or (3) by Executive for Section 6.7 Good Reason then:

     (a)  The Company shall also pay to Executive all reasonable legal fees and
          expenses incurred by Executive as a result of such termination
          (including all such fees and expenses, if any, incurred in contesting
          or disputing any such termination (including cost associated with
          legal consultation even if no actual contest or dispute results) or in
          seeking to obtain or enforce any right or benefit provided by this
          Agreement or in connection with any tax audit or proceeding to the
          extent attributable to the application of Section 4999 of the Internal
          Revenue Code of 1986, as amended (the "Code"), to any payment or
          benefit provided hereunder), except any such fees or expenses incurred
          by Executive in seeking to enforce a claim which is determined by an
          arbitrator, pursuant to Section 14 below, to have been frivolous in
          nature or not brought or pursued in good faith.

     (b)  In the event that Executive becomes entitled to payments


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          under the provisions of either Section 6.6 or 6.7 (the "Severance
          Payments"), if Executive will be subject to the tax (the "Excise Tax")
          imposed by Section 4999 of the Code, the Corporation shall pay to
          Executive at the time or times specified in Paragraph (h) below, an
          additional amount (the "Gross-Up Payment") such that the net amount
          retained by Executive, after deduction of (i) any additional Excise
          Tax payable by Executive as a result of Executive's receipt of the
          Severance Payments and (ii) any additional federal, state and local
          income tax and Excise tax payable by Executive as a result of
          Executive's receipt of the Gross-Up Payments shall be equal to the
          Severance Payments.  For purposes of determining whether any of the
          Severance Payments will be subject to the Excise Tax and the amount of
          such Excise Tax, (i) the Severance Payments, payments provided for in
          this paragraph and any other payments or benefits received or to be
          received by Executive in connection with a Change-in-Control of the
          Corporation or Executive's termination of employment (whether pursuant
          to the terms of this Agreement or any other plan, arrangement or
          agreement with the Corporation, any person whose actions result in a
          Change-in-Control or any person affiliated with the Corporation or
          such person) shall be treated as "parachute payments" within the
          meaning of Section 280G(b)(2) of the Code, and all "excess parachute
          payments" within the meaning of Section 280G(b)(1) shall be treated as
          subject to the Excise Tax, unless and to the extent that in the
          opinion of tax counsel selected by the Corporation's independent
          auditors and acceptable to Executive, such other payments or benefits
          (in whole or in part) do not constitute parachute payments, or such
          excess parachute payments (in whole or in part) and represent
          reasonable compensation for services actually  rendered within the
          meaning of Section 280G(b)(4) of the Code in excess of the base amount
          within the meaning of Section 280G(b)(3) of the Code, or are otherwise
          not subject to the Excise Tax, (ii) the amount of the Severance
          Payments which shall be treated as subject to the Excise Tax shall be
          equal to the lesser of (A) the total amount of the Severance Payments
          or (B) the amount of excess parachute payments within the meaning of
          Section 280G(b)(1) (after applying clause (i) above),


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          (iii) any payment pursuant to this Paragraph shall be treated as
          subject to the Excise Tax in its entirety and (iv) the value of any
          non-cash benefits or any deferred payment of benefit shall be
          determined by the Corporation's independent auditors in accordance
          with the principles of Sections 280G(d)(3) and (4) of the Code.  For
          purposes of determining the amount of the Gross-Up Payment, Executive
          shall be deemed to pay federal income taxes at the highest marginal
          rate of federal income taxation in the calendar year in which the
          Gross-Up Payment is to be made and state and local income taxes at the
          highest marginal rate of taxation in the state and locality of
          Executive residence on the Date of Termination, not of the maximum
          reduction in federal income taxes which could be obtained from
          deduction of such state and local taxes.  In the event that the Excise
          Tax is subsequently determined to be less than the amount taken into
          account hereunder at the time of termination of Executive's
          employment, Executive shall repay to the Corporation at the time that
          the amount of such reduction in Excise Tax is finally determined, the
          portion of the Gross-Up Payment attributable to such reduction (plus
          the portion of the Gross-Up Payment attributable to the Excise Tax and
          federal and state and local income tax imposed on the Gross-Up Payment
          being repaid by Executive) plus interest accrued from the date such
          Gross-Up Payment is made to Executive to the date of such repayment on
          the amount of such repayment at the rate provided in Section
          1274(b)(2)(B) of the Code.  In the event that the Excise Tax is
          determined to exceed the amount taken into account hereunder at the
          time of the termination of Executive's employment (including by reason
          of any payment the existence or amount of which cannot be determined
          at the time of the Gross-Up Payment), the Corporation shall make an
          additional gross-up payment in respect of such excess (plus any
          interest payable with respect to such excess) at the time that the
          amount of such excess is finally determined.

     (c)  The payments provided for in Paragraph (b) above shall be made at any
          time during the 90-day period preceding each due date for making
          payment of such Excise Taxes; provided, however, that if the amounts
          of such payments


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          cannot be finally determined on or before each such date, the
          Corporation shall pay to Executive on such date an estimate, as
          determined in good faith by the Corporation, of the minimum amount of
          such payments and shall pay the remainder of such payments then due as
          soon as the amount thereof can be determined.  In the event that the
          amount of the estimated payments exceeds the amount subsequently
          determined to have been due, such excess shall constitute a loan by
          the Corporation to Executive on the fifth day after demand by the
          Corporation (together with interest at the rate provided in Section
          1274(b)(2)(B) of the Code).

6.9  Executive shall be required immediately after the Date of  Termination to
     take reasonable steps to seek appropriate employment elsewhere; provided,
     however, that if Executive obtains employment that would result in a
     violation of the noncompetition provisions of Section 10 of this Agreement
     and if Executive is unable to accept such employment because the
     Corporation will not release Executive from Executive's noncompetition
     obligation, Executive shall nevertheless be deemed to have satisfied the
     requirement of this Section to seek other employment.  Upon receipt of
     written notice from Executive that Executive has been reemployed by another
     company or entity on a full-time basis (or would have been reemployed but
     for the noncompetition provisions of Section 10 of this Agreement) benefits
     otherwise receivable by Executive pursuant to Subsections 6.6(d) or 6.7(e)
     shall be reduced to the extent comparable benefits are made available to
     Executive at his new employment and any such benefits actually received by
     Executive shall be reported to the Corporation.  Nothing herein contained
     shall obligate Executive to accept employment elsewhere, where the duties,
     status, responsibilities, compensation and benefits are not at least equal
     to that of his current position.


7.   SUCCESSORS; BINDING AGREEMENT

     The Corporation will require any successor (whether direct or indirect, by
     purchase, merger, consolidation or otherwise) to all or substantially all
     of the business and/or assets of the Corporation to expressly assume and
     agree to perform this


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<PAGE>

     Agreement in the same manner and to the same extent that the Corporation
     would be required to perform it if no such succession had taken place.
     Failure of the Corporation to obtain such assumption and agreement prior to
     the effectiveness of any such succession shall be a breach of this
     Agreement and shall entitle Executive to terminate this Agreement for Good
     Reason.  As used in this Agreement, "Corporation" shall mean the
     Corporation and any successor to its business and or assets as aforesaid
     which assumes and agrees to perform this Agreement by operation of law, or
     otherwise.

8.   NOTICE

     For the purpose of this Agreement, notices  and all other communications
     provided for in the Agreement shall be in writing and shall be deemed to
     have been duly given when delivered or mailed by United States registered
     mail, return receipt requested, postage prepaid, addressed to the Executive
     at 10 Westhaven Lane, White Plains, New York 10605, and to the Corporation
     at  430 Park Avenue, New York, New York 10022 to the attention of the Board
     with a copy to the Secretary of the Corporation or to such other address as
     either party may have furnished to the other in writing in accordance
     herewith, except that notice of change of address shall be effective only
     upon receipt.

9.   MODIFICATION; WAIVER

     No provision of this Agreement may be modified, waived or discharged unless
     such waiver, modification or discharge is agreed to in writing and signed
     by Executive and such officer of the Corporation as may be specifically
     designated by the Board.  No waiver by either party hereto at any time of
     any breach by the other party hereto of, or compliance with, any condition
     or provision of this Agreement to be performed by such other party shall be
     deemed a waiver of similar or dissimilar provisions or conditions at the
     same or at any prior or subsequent time.

10.  NONCOMPETITION

10.1 Until the Date of Termination, Executive agrees not to enter


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<PAGE>

     into competitive endeavors and not to undertake any commercial activity
     which is contrary to the best interests of the Corporation or its
     affiliates, including becoming an employee, owner (except for passive
     investments of not more than three percent of the outstanding shares of, or
     any other equity interest in, any company or entity listed or traded on a
     national securities exchange or in an over-the-counter securities market),
     officer, agent or director of (a) any firm or person engaged in the
     operation of a business engaged in the acquisition of industrial businesses
     or (b) any firm or person which either directly competes with a line or
     lines of business of the Corporation accounting for ten percent (10%) or
     more of the Corporation's gross revenues or earnings before taxes or
     derives ten percent (10%) or more of such firm's or person's gross revenues
     or earnings before taxes from a line or lines of business which directly
     compete with the Corporation.  Notwithstanding any provision of this
     Agreement to the contrary, Executive agrees that his breach of the
     provisions of this Section 10.1 shall permit the Corporation to terminate
     Executive's employment for Cause in accordance with Section 5.1(b) hereof.

10.2 After the Date of Termination and for a period of time equal in years to
     the multiple of annual salary received by Executive pursuant to Sections
     6.6(b) and 6.7(b) (the "Non-Competition Period"), Executive agrees not to
     become an employee, owner (except for passive investments of not more than
     three percent of the outstanding shares of, or any other equity interest
     in, any company or entity listed or traded on a national securities
     exchange or in an over-the-counter securities market), officer, agent or
     director of any firm or person which directly and substantially competes
     with a business of the Corporation accounting for ten percent (10%) or more
     of the Corporation's gross revenues or earnings before taxes. During the
     Non-Competition Period, Executive will be available to answer questions and
     provide advice to the Corporation; provided, however, that such requirement
     shall not unreasonably interfere with any other of Executive's activities
     which Executive is then pursuing and which are not otherwise prohibited by
     this Section 10.  Also, during the Non-Competition Period, Executive will
     retain in confidence any and all confidential information known to him
     concerning the Corporation and its business and shall not use or disclose


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<PAGE>

     such information without the approval of the Corporation except to the
     extent such information becomes public or as may be required by law.

10.3 Executive acknowledges and agrees that damages for breach of the covenant
     not to compete in this Section 10 will be difficult to determine and will
     not afford a full and adequate remedy, and therefore Executive agrees that
     the Corporation, in addition to seeking actual damages pursuant to the
     procedures set forth in Section 13 below, may seek specific enforcement of
     the covenant not to compete in any court of competent jurisdiction,
     including, without limitation, by the issuance of a temporary or permanent
     injunction, without the necessity of a bond.  Executive and the Corporation
     agree that the provisions of this covenant not to compete are reasonable.
     However, should any court or arbitrator determine that any provision of
     this covenant not to compete is unreasonable, either in period of time,
     geographical area, or otherwise, the parties agree that this covenant not
     to compete should be interpreted and enforced to the maximum extent which
     such court or arbitrator deems reasonable.

11.  VALIDITY

     The invalidity or unenforceability of any provision of this Agreement shall
     not affect the validity or enforceability of any other provision of this
     Agreement, which shall remain in full force and effect.

12.  COUNTERPARTS

     This Agreement may be executed in several counterparts, each of which shall
     be deemed to be an original but all of which together will constitute one
     and the same instrument.

13.  ARBITRATION

     Except as contemplated by Section 10.3 of this Agreement, any dispute or
     controversy arising under or in connection with this Agreement shall be
     settled exclusively by arbitration in New York, New York, or other location
     mutually agreed upon by the parties to the arbitration, in accordance with
     rules of the American Arbitration Association, and judgment upon such


                                       20
<PAGE>

     award rendered by the arbitrator may be entered in any court having
     jurisdiction over such proceeding.

14.  GOVERNING LAW

     This Agreement shall be governed by and construed and enforced in
     accordance with the laws of the State of New York.

15.  ENTIRE AGREEMENT; SURVIVAL OF CERTAIN PROVISIONS

     This Agreement constitutes the whole agreement of the Corporation and the
     Executive.  No agreements or representations, oral or otherwise, express or
     implied, with respect to the subject matter of this Agreement have been
     made by either party which are not expressly set forth in this Agreement.

     The obligations of the Corporation under Section 6 above and the
     Executive's obligations under Section 10 above shall survive the expiration
     of the term of this Agreement.

16.  WITHHOLDING

     Any payments made to Executive under this Agreement shall be paid net of
     any applicable withholding required under Federal, state or local law.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                                         COLTEC INDUSTRIES INC



                                                      By _______________________



                                                      __________________________
                                                               EXECUTIVE


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