EXHIBIT 10.20 - ZURN INDUSTRIES, INC. EXECUTIVE INCENTIVE PLAN


                             ZURN INDUSTRIES, INC.
                           EXECUTIVE INCENTIVE PLAN
                            Effective April 1, 1996


Section 1: Purposes

The purposes of the Plan are to promote the profitability of the Company
thereby building Shareholder Value; to provide key Employees with an
opportunity to receive incentive compensation dependent upon that
profitability; and to attract, retain and motivate such individuals.

Section 2: Definitions

2.1      "Award" means an incentive award made pursuant to the Plan.

2.2      "Beneficiary" means the person(s) designated by the
         Participant, in writing on the Company's life insurance
         beneficiary form, to receive payments under the Plan in the
         event of his/her death while a Participant or, in the
         absence of such designation, the Participant's estate.

2.3      "Board of Directors" means the Board of Directors of the Company.

2.4      "Cause" means (i) a felony conviction of the Participant; (ii) the
         commission by the Participant of an act of fraud or embezzlement
         against the Company; (iii) the Participant's willful misconduct or
         gross negligence materially detrimental to the Company; (iv) the
         Participant's failure to perform his duties and responsibilities in
         accordance with the standards and criteria established by the Company
         therefor and communicated to the Participant; (v) the Participant's
         wrongful dissemination or use of confidential or proprietary
         information of the Company or of confidential or proprietary
         information of a third party in breach of a contractual or other
         obligation of the Company, where the Participant knew or had reason
         to know of such obligation; or (vi) the intentional and habitual
         neglect by the Participant of his duties to the Company.

2.5      "Change of Control" means the earliest to occur of the following
         events:

   (i)   the date the stockholders of the Company approve a plan or other
         arrangement pursuant to which the Company will be dissolved or
         liquidated; 

   (ii)  the date the stockholders of the Company approve a definitive
         agreement to sell or  otherwise dispose of fifty percent (50%) or
         more  of the assets of the Company; or


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   (iii) the date of approval by the stockholders of the Company and, if
         required, by the stockholders of the other constituent corporation of
         a  definitive agreement to merge or consolidate the Company with or
         into such other corporation, other than, in either case, a merger or
         consolidation of the Company in which holders of shares of the
         Company's common stock immediately prior to the merger or
         consolidation will have at least a majority of the ownership of, or
         voting control over, common stock of the surviving corporation (and,
         if one class of common stock is not the only class of voting
         securities entitled to vote for the election of directors of the
         surviving corporation, a majority of the voting power of, or voting
         control over, the surviving corporations voting securities)
         immediately after the merger or consolidation.

2.6      "CEO" means the Chief Executive Officer of the Company.

2.7      "Committee" means the Management Development and Compensation
         Committee of the Board of Directors.

2.8      "Company" means Zurn Industries, Inc. and its successors and shall
         include any wholly-owned subsidiaries of the Company, except where
         the context indicates otherwise.

2.9      "Disability" means (i) total disability within the meaning of the
         Company's long-term disability plan as in effect from time to time or
         (ii) if there is no such plan at the applicable time, physical or
         mental incapacity as determined solely by the Committee.

2.10     "Earnings" means the Company's profit before tax (PBT) income or net
         income (NI), as the case may be, for the Plan Year determined in
         accordance with generally accepted accounting principles consistently
         applied by the Company, but excluding, in the Committee's discretion,
         unusual or extraordinary items, discontinued operations, and the
         cumulative effect of accounting changes.

2.11     "Earnings Threshold" means the level of Earnings for the Plan Year
         below which no Awards based on PBT or NI will be payable. The
         Earnings Threshold may vary from Plan Year to Plan Year and from
         business entity to business entity.

2.12     "Employee" means an employee of the Company.

2.13     "Good Reason" means, except where the Participant has given his/her
         prior written consent, (i) a material adverse change in the nature or
         scope of the Participant's responsibilities, authorities, duties
         and/or position other than by reason of Cause or Disability; (ii) the
         failure of the Company to pay the Participant any  amounts otherwise
         vested and due hereunder; (iii) the termination of this Plan; (iv) a
         reduction in the Participant's base salary in effect immediately
         prior to the Change of Control; (v) the failure of the Company to
         provide the Participant with benefits which are substantially similar
         in the aggregate to those enjoyed by the Participant under the

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         Company's pension, life insurance, medical, health and accident,
         disability, deferred compensation or savings or similar plans and
         fringe benefit programs (including vacation) in which the Participant
         was participating immediately prior to the Change of Control; or 
         (vi) the relocation of the Participant's office outside of a 50-mile
         radius of its location immediately prior to the Change of Control. 
         The Company shall have thirty (30)  days from the date of receipt of
         notice from the Participant to effect a cure of an event described
         therein, and upon cure thereof by the Company to the Participant's
         reasonable satisfaction, such event shall no longer constitute Good
         Reason.

2.14     "Material Transaction" means acquisitions and/or divestitures of
         business operations by the Company which in the aggregate, as
         reasonably determined by the Committee, have the effect of increasing
         or decreasing by 20% or more the sales volume of the continuing
         business operations of the Company (on a consolidated basis) compared
         to those which existed on the first day of the  Plan Year but which
         do not result in a Change of Control.

2.15     "Maximum Award" means 200% of the participant's target award as
         approved by the Committee.

2.16     "Other Performance Goals" means any goals (other than Earnings) to
         measure corporate, group, subsidiary, division, unit and/or
         individual performance for a Plan Year. Other Performance Goals may
         vary from Participant to Participant and Plan Year to Plan Year.

2.17     "Participant" means an Employee designated  by the CEO from time to
         time and approved by the Committee pursuant to Section 3 to
         participate in the Plan.

2.18     "Payout Factor" means, with respect to Earnings  and each of the
         Other Performance Goals, a percentage from 0% to 200%, used for
         purposes of determining Awards based on the extent to which the
         applicable Performance Goal has been achieved.

2.19     "Performance Goal" means the level of performance established as the
         Performance Goal with respect to Earnings and any Other Performance
         Goals. Performance Goals may vary from Plan Year to Plan Year.
         Performance Goals may also vary, with respect to other Performance
         Goals, from Participant to Participant, and, with respect to
         Earnings, among one or more of the Company's subsidiaries, divisions
         or units.

2.20     "Plan" means the Zurn Industries, Inc. Executive Incentive Plan.

2.21     "Plan Year" means the fiscal year of the Company.

2.22     "Profit Before Taxes" means, with respect to any subsidiary, division
         or unit of the Company, such subsidiary's, division's or unit's
         income (including external interest income [expense], other external

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         investment earnings [losses], and an investment return charge) for
         the Plan Year before income taxes.

2.23     "Retirement"  means retirement from the employ of the Company (other
         than for Cause) at or after pension Normal Retirement Age or, with
         the advance consent of the Committee, at or after age 55.

2.24     "Salary" means the base annual salary in effect at April 1st of the
         same fiscal year. 

2.25     "Target Award" means an amount recommended by the CEO and approved by
         the Committee as a Participant's Target Award for purposes of the
         Plan. Target Awards may vary from Participant to Participant and Plan
         Year to Plan Year.

2.26     "Weighting"  means the percentage that Earnings and Other Performance
         Goals are weighted for purposes of  determining Awards. Weightings
         may vary from Plan Year to Plan Year and  Participant to Participant.
         The Weighting of Earnings cannot be less than seventy percent (70%)
         and the Weightings of Other Performance Goals cannot  exceed  a total
         of thirty percent (30%).

Section 3: Participation

3.1      Participants shall be selected by the Committee from among those
         executive and other management Employees recommended by the senior
         management of the Company and approved by the CEO who, in the opinion
         of the Committee, are in a position to make significant contributions
         to the profitability of the Company.  If, due to hiring, promotion,
         or demotion, the Committee determines that an Employee becomes
         eligible to participate in the Plan for a Plan Year, or that a
         Participant ceases to be so eligible, then the Committee shall have
         the discretion to provide that such individual shall be eligible for
         a prorated Award, as and to the extent it may determine. The
         selection of an Employee as a Participant for a Plan Year shall not
         entitle such individual to be selected as a Participant with respect
         to any other Plan Year.

Section 4: Awards

4.1.     Target Awards and Performance Goals. 

   (a)   For each Plan Year, the Committee shall approve (i)  an earnings 
         target and earnings threshold and weighting and, (ii) two or more
         Performance Goals and weightings for each Participant. 

   (b)   For each Plan Year, the CEO will approve the Performance Goals and
         Weightings with respect to two or more other Performance Goals for
         each Participant, other than the CEO.   For the CEO, the Committee
         will establish appropriate Performance Goals.  In establishing such
         items, the CEO will take into account such factors as he deems
         advisable, including the recommendations of other senior management

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         Employees of the Company (and of the Company's subsidiaries, 
         divisions and units, as appropriate).

   (c)   Once established for a Plan Year, a Participant's Target Award,
         Performance Goals and Weightings may not be amended or otherwise
         modified in any manner that may adversely affect the Participant
         without CEO approval and  written notification, except as provided in
         Section 6.2. 

4.2      Determination of Awards.  The actual Award payable to a Participant
         will  be determined in accordance with the following formula:
         
               The sum of (T x  P) for each of the goals.
               
               T is the Participant's Target Award for Earnings or other
               Performance Goals. 

               P is the Performance Accomplishment (expressed in a percent) 
               with respect to Earnings and each other Performance Goal by the
               Weighting established therefor.

         Notwithstanding the foregoing, no Awards based on PBT or NI will be
         payable for a Plan Year unless the Earnings Threshold for such Plan
         Year has been achieved. All determinations regarding the achievement
         of the Earnings Threshold will be made by the CEO and approved by the
         Committee.  If the Earnings Threshold is not achieved, a participant
         may still be awarded an incentive compensation payout for achieving
         other Performance Goals. 

4.3.     Payment of Awards.  Awards will be paid in a lump sum payment as soon
         as practicable after the close of the Plan Year for which they are
         made but in no event prior to completion of an audit of the Company's
         financial statements. Except as otherwise provided in Sections 5 and
         6, no Award will be payable to any Participant who is not an Employee
         on the day the awards are made.  The Committee may, subject to such
         terms and conditions and within such limits as it may from time to
         time establish, permit one or more Participants to defer the receipt
         of amounts due under the Plan.

Section 5:  Termination of Employment

5.1      Death, Disability, Retirement and Other Than Cause.  If a
         Participant's employment with the Company terminates due to death,
         Disability or Retirement, or is terminated by the Company other than
         for Cause, the Participant or his Beneficiary, as the case may be,
         will be paid a prorated Award provided the participant worked at
         least six (6) months during the Plan Year.

 5.2     Cause.  If a Participant's employment with the Company is terminated
         for Cause, his right to the payment of an Award and all other rights
         under this Plan will be forfeited, and no amount will be paid or
         payable hereunder to or in respect of such Participant.

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Section 6: Change of Control and Material Transactions

6.1      Change of Control.   If within one (1) year after the date of a
         Change of Control of the Company, a Participant's employment with the
         Company is terminated (i) by the Company other than for Cause, or
         (ii) upon notice to the Company, by the Participant for Good Reason,
         the Participant will, within ten (10) days after such termination of
         employment, be paid a prorated Award in cash with respect to the Plan
         Year in which his employment is terminated, as determined in
         accordance with Section 5.1.

6.2      Material Transactions.  Anything in this Plan to the contrary
         notwithstanding, in the event of a Material Transaction prior to a
         Change of Control, the Committee  may, within thirty (30) days
         following such transaction, take one or more of the following
         actions:

         (a)   with respect to an acquisition, exclude from the calculation of
               the Earnings Threshold, Earnings, and any Other Performance
               Criteria, the post-transaction operations of the acquired
               business operation;

         (b)   with respect to a divestiture, adjust the Earnings Threshold,
               and any Other Performance Criteria and any Performance Goal to
               account for such divestiture and exclude from the calculation
               of the Earnings Threshold, Earnings, and any Other Performance
               Criteria, the pre-transaction operations of the divested
               business operation; or

         (c)   treat any Participant who terminates employment as the result
               of a divestiture of a business operation by Company as  an
               Employee for purposes of the Plan; or 

         (d)   take such other actions in respect of such acquisition or
               divestiture, in lieu of or in addition to those set forth in
               (a) or (b) or (c) above, as the Committee shall reasonably
               consider necessary or desirable to accomplish the purposes of
               the Plan.

         Any Committee action pursuant to this Section shall be promptly
         communicated to Participants, and the Board of Directors shall amend
         the Plan to the extent necessary to implement the Committee's
         actions.

Section 7: Administration

7.1.     In General.   Except as otherwise provided in the Plan, the Committee
         will have full and complete authority, in its sole and absolute
         discretion, (i) to exercise all of the powers granted to it under the
         Plan, (ii) to construe, interpret and implement the  Plan and any
         related document, (iii) to prescribe, amend and rescind rules
         relating to the Plan, (iv) to make all determinations necessary or

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         advisable in administering the Plan, and (v) to correct any defect,
         supply any omission and reconcile any inconsistency in the Plan.

7.2      Determinations.   The actions and determinations of the Committee or
         its designee on all matters relating to the Plan and any Awards will
         be final and conclusive. Such determinations need not be uniform and
         may be made by it selectively among persons who receive, or are
         eligible to receive, Awards under the Plan, whether or not such
         persons are similarly situated.

7.3      Appointment of Experts.   The Committee may appoint such accountants,
         counsel, and other experts as it deems necessary or desirable in
         connection with the administration of the Plan.

7.4      Delegation.   The Committee may delegate to Employees the authority
         to execute and deliver such instruments and documents, to do all such
         acts and things, and to take all such other steps deemed necessary,
         advisable or convenient for the effective administration of the Plan
         in accordance with its terms and purposes.

7.5      Books and Records. The Committee and others to whom the Committee has
         delegated such duties shall keep a record of all their proceedings
         and actions and shall maintain all such books of account, records and
         other data as shall be necessary for the proper administration of the
         Plan.

7.6      Payment of Expenses. The Company shall pay all reasonable expenses of
         administering the Plan, including, but not limited to, the payment of
         professional and expert fees.

Section 8: Miscellaneous

8.1.     Nonassignability.   No Award will be assignable or transferable
         (including pursuant to a pledge or security interest) other than by
         will or by laws of descent and distribution.

8.2      Withholding Taxes. Whenever payments under the Plan are to be made or
         deferred, the Company will withhold therefrom, or from any other
         amounts payable to or in respect of the Participant, an amount
         sufficient to satisfy any applicable governmental withholding tax
         requirements related thereto.

8.3      Amendment or Termination of the Plan. The Plan may be amended or
         terminated by the Board of Directors in any respect except that no
         amendment may be made after the date on which an Employee is selected
         as a Participant for a Plan Year which would adversely affect the
         rights of such Participant with respect to such Plan Year, except as
         provided in Section 6.2 and, in addition, following any Change in
         Control, no such amendment may be made which would adversely affect
         the rights of a Participant in the event of a termination of his
         employment for Good Reason (including, without limitation, the
         definition of what constitutes "Good Reason.")

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8.4      Other Payments or Awards.  Nothing contained in the Plan will be
         deemed in any way to limit or restrict the Company  from making any
         award or payment to any person under any other plan, arrangement or
         understanding, whether now existing or hereafter in effect.

8.5      Payments to Other Persons. If payments are legally required to be
         made to any person other than the person to whom any amount is
         payable under the Plan, such payments will be made accordingly. Any
         such payment will be a complete discharge of the liability of the
         Company under the Plan.

8.6      Unfunded Plan.  Nothing in this Plan will require the Company to
         purchase assets or place assets in a trust or other entity to which
         contributions are made or otherwise to segregate any assets for the
         purpose of satisfying any obligations under the Plan. Participants
         will have no rights under the Plan other than as unsecured general
         creditors of the Company.

8.7      Limits of Liability.  Neither the Company nor any other person
         participating in any determination of any question under the Plan, or
         in the interpretation, administration or application of the Plan,
         will have any liability to any party for any action taken or not
         taken in good faith under the Plan.

8.8      No Right of Employment.   Nothing in this Plan will be construed as
         creating any contract of employment or conferring upon any Employee
         or Participant any right to continue in the employ or other service
         of the Company or limit in any way the right of the Company to change
         such person's compensation or other benefits or to terminate the
         employment or other service of such person with or without Cause.

8.9      Section Headings. The section headings contained herein are for
         convenience only, and in the event of any conflict, the text of the
         Plan, rather than the section headings, will control.

8.10     Invalidity. If any term or provision contained herein is to any
         extent invalid or unenforceable, such term or provision will be
         reformed so that it is valid, and such invalidity or unenforceability
         will not affect any other provision or part hereof.

8.11     Applicable Law. The Plan will be governed by the laws of the
         Commonwealth of Pennsylvania as determined without regard to the
         conflict of law principles thereof.

8.12     Effective Date. The Plan shall be effective as of April 1, 1996.




APPROVED BY BOARD OF DIRECTORS: April 22, 1996



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