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                                                  EXHIBIT 10.20


                                COLTEC INDUSTRIES INC

                DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


          1.  PARTICIPANTS.  Any director of Coltec Industries Inc (the
"Company"), other than a director which is also a salaried officer or employee
of the Company or any of its subsidiaries, may elect to become a participant
("Participant") under this Plan by written notice to the Company in
substantially the form attached as Exhibit A hereto ("Notice").

          2.  DEFERRED COMPENSATION.  Following the date on which Notice is
received by the Company, a Participant may defer all or part of his/her
compensation as a director for services rendered during all calendar quarters
subsequent to such date (the "Deferred Amount").  In the Notice, the Participant
shall indicate whether the Deferred Amount shall be credited to (i) a Share Unit
Account ("Share Account"), (ii) a Cash Account ("Cash Account"), or (iii) a
combination of both.  Any participant may increase, reduce, suspend or
reallocate between accounts future deferments by submitting an amended Notice to
the Company; provided that no such Participant may make any such change more
than once during any twelve (12) month period.

          3.  SHARE ACCOUNTS.  At the end of each calendar quarter a
Participant's Share Account shall be credited with a number of units ("Share
Units") equal to (i) the portion of the Deferred Amount for such quarter
designated in such Notice to be credited to the Participant's Share Account
divided by (ii) the closing price of the Company's Common Stock ("Stock") as
reported on the New York Stock Exchange Transactions report ("NYSE") on the last
trading business day immediately preceding the end of such calendar quarter.

          Whenever cash dividends are paid by the Company on outstanding Stock,
there shall be credited to the Share Account additional Share Units equal to (i)
the aggregate dividend that would be payable on a number of outstanding shares
of Stock equal to the number of Share Units in the Share Account on the record
date for the dividend divided by (ii) the closing price of the Company Stock as
reported on the NYSE on the last trading business day immediately preceding the
date of payment of the dividend.


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          The number of Share Units credited to a Share Account shall be
adjusted as appropriate in the event of any changes in the outstanding Company
Stock by reason of any stock dividend, stock split, recapitalization, merger,
consolidation, combination or exchange of stock or other similar corporate
change.

          4.  CASH ACCOUNTS.  At the end of each calendar quarter a
Participant's Cash Account shall be credited with the portion of the Deferred
Amount for such quarter designated in the Notice to be credited to the
Participant's Cash Account.  A Participant's Cash Account balance at the
beginning of each calendar quarter shall be credited at the end of such quarter
with interest for the quarter at an annual rate equal to the sum obtained by (i)
adding together the yield on ninety (90)-day Treasury Bills in effect on the
last day of each of the twelve (12) preceding calendar months and (ii) dividing
by twelve (12).

          5.  NO ACCOUNT TRANSFER.  A Participant may not transfer or convert a
Share Account to a Cash Account or vice versa.

          6.  DISTRIBUTIONS.  Upon an election to defer, a Participant shall
select from the following options the method by which the Share Account and/or
Cash Account balance(s) shall be paid:

          OPTION A.      The balance(s) may be paid in one lump sum, payable on
                         the first business day of the calendar year following
                         the year during which the Participant ceases to be a
                         director of the Company; or

          OPTION B.      The balance(s) may be paid in up to ten (10) annual
                         installments commencing on the first business day of
                         the calendar year following the year during which the
                         Participant ceases to be a director of the Company.

          All payments made pursuant to this Plan shall be made in cash.  The
Share Units credited to a Share Account shall be converted to cash in the manner
described below and credited to a Cash Account on the following date ("Valuation
Date"):


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          A.   In the case of Option A, on the date of payment.

          B.   In the case of Option B, on the date of the first such
               installment payment.

          The amount credited to the Cash Account upon such conversion shall
equal (i) the Number of Share Units credited to the Share Account on the
Valuation Date, multiplied by (ii) the average of the reporting closing prices
of the Stock as reported on NYSE for the twenty (20) consecutive trading
business days immediately preceding the Valuation Date.  In the case of annual
installments, the Cash Account shall continue to be credited with interest
pursuant to Paragraph 4 above.

          By submitting an amended Notice to the Company, a Participant may
amend the method by which distributions are made under this Paragraph 6 and Part
III of the Notice; PROVIDED, HOWEVER, that such amendments may be made only with
respect to future deferments.

          7.  FUNDING AND PARTICIPANTS' RIGHTS.  This Plan shall be non-funded.
The right of any Participant to receive a distribution hereunder shall be an
unsecured claim against the general assets of the Company.

          8.  BENEFICIARY.  A Participant may designate a beneficiary or
beneficiaries to receive payments due under the Plan in the event of the
Participant's death.  Such designation must be in writing and be received by the
Company prior to the Participant's death.  The Participant's Share Account
and/or Cash Account balance(s) shall be paid to the Participant's beneficiary or
beneficiaries in a lump sum as soon as practicable after the Participant's
death.  Any Share Units credited to a Share Account shall be converted to cash
and credited to a Cash Account in the manner described in Paragraph 6 above, in
which case the Valuation Date shall be the date of the Participant's death.  In
the absence of an effective beneficiary designation, the Participant's Share
Account and/or Cash Account balance(s) shall be paid to the Participant's
estate.

          9.  ASSIGNMENT.  Neither the Participant, the Participant's
beneficiary, nor the Participant's estate shall have any right or power to
transfer, assign, pledge, encumber or


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otherwise dispose of any rights or any distributions payable hereunder and any
such attempted assignment, transfer, pledge, or other conveyance shall not be
recognized by the Company.

          10.  AMENDMENTS OF THE PLAN.  The Board of Directors of the Company
may amend the Plan at any time, without the consent of the Participants or their
beneficiaries; provided, however, that no amendment shall divest any Participant
of rights to which he/she would have been entitled if the Plan had been
terminated on the effective date of such amendment.

          11.  TERMINATION OF PLAN.  The Board of Directors of the Company may
terminate the Plan at any time.  Upon termination of the Plan, distributions in
respect of credits to Participants' Cash Account and/or Share Accounts as of the
date of termination shall be made in the manner and at the time chosen in the
Notice with respect to distributions pursuant to Paragraph 6 hereof.

          12.  ADMINISTRATION AND EXPENSES.  The Plan shall be administered by
the Chief Executive Officer of the Company who shall be empowered to carry out
the Plan and make interpretations of the Plan; provided that such
interpretations shall not affect the obligations of the Company to pay
Participants their Share Account and/or Cash Account balance(s).

          Costs of administration of the Plan will be paid by the Company.


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                                                   EXHIBIT A



             NOTICE OF ELECTION TO DEFER FEES UNDER COLTEC INDUSTRIES INC
                DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

             ------------------------------------------------------


     The undersigned, being a non-employee director of Coltec Industries Inc
(the "Company"), hereby elects to participate in the Company's Deferred
Compensation Plan for Non-Employee Directors (the "Deferred Compensation Plan")
on the terms and conditions set forth in such Plan and pursuant to the specific
instructions below:

     I.   Percentage of Directors' Fees to be Deferred for services rendered
          during all calendar quarters subsequent to the date hereof.  (Please
          list percentage of fees you wish to defer)

          A.               Annual Retainer Fee
               ------------

          B.               Board and Committee Fee
               ------------

          NOTE:  The sum of fees deferred is hereinafter referred
                 to as the "Deferred Amount".

     II.  Percentage of Deferred Amount to be credited to Share Account and/or
          Cash Account.

          A.                Share Account
               -------------

          B.                Cash Account
               -------------

     III. Method by which Share Account and/or Cash Account Balance(s) shall be
          paid.  (Please check one)

          A.                . One lump-sum, payable on first business day of the
               -------------
               calendar year following the year during which you cease to be a
               director of the Company.


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           B.                . In 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 (please circle
               -------------     -----------------------------
               one number) annual installments commencing on the first business
               day of the  calendar year following the year during which you
               cease to be a director of the Company.

          NOTE:  You should review the Deferred Compensation Plan for
            information as to how and when Share Units held in the
            Share Account will be converted to cash and distributed.

     IV.  Designation of Beneficiary under the Deferred Compensation Plan, if
          any.

          Name and Address of Beneficiary:


          ---------------------------------

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          Made and executed as of this     day of           , 19  .
                                       ----        ---------    --




                                   ------------------------------

                                              Director