IMO INDUSTRIES INC.
             SUPPLEMENTAL RETIREMENT INCOME PLAN

Whereas,  Sections  401(a) (17)  and  415  of  the  Internal
Revenue Code of 1986, as amended, place limitations  on  the
benefits which can be paid to participants in the Retirement
Plan for Salaried U.S. Employees of Imo Industries Inc.  and
Affiliates  (the  "IMO Plan"), the Incom International  Inc.
Retirement  Income Plan for Salaried Employees  (the  "Incom
Plan"),  and  the Retirement Plan for Salaried Employees  of
Warren   Pumps,  Inc.  (the  "Warren  Plan")   (said   plans
collectively referred to as the "Retirement Plans"); and

Whereas,  in consideration of the past services  of  certain
employees who are affected by the Sections 401(a)  (17)  and
415  Limitations  and in consideration of the  agreement  of
each  such employee to abide by the terms and conditions  of
this  Plan,  Imo Industries Inc. (the "Company") desires  to
provide unfunded supplemental retirement benefits in  excess
of  the Sections 401(a) (17) and 415 Limitations under  this
Plan  which  benefit  a  select group of  management  and/or
highly  compensated employees, subject to and in  accordance
with the terms hereof; and

Whereas,  the  Company has previously adopted a Supplemental
Retirement  Income  Plan  to  restore  benefits  under   the
Retirement  Plans  that  are affected  by  the  Section  415
Limitations; and

Whereas, the Company desires to make certain changes in  the
Supplemental Retirement Income Plan;

Now therefore, the Company does hereby adopt effective as of
January  1,  1989, the amended and restated  Imo  Industries
Inc. Supplemental Retirement Income Plan.

                          ARTICLE I
                              
                         Definitions

In  this Plan, unless the context clearly implies otherwise,
the singular includes the plural, the masculine includes the
feminine, and initially capitalized words have the following
meaning:

1.1    Actuarial  Equivalent.   An  amount  or  benefit   of
equivalent  current  value to the amount  or  benefit  which
otherwise  would have been provided to or on  account  of  a
Participant  or Beneficiary determined on the basis  of  the
actuarial  assumptions then in effect under  the  Retirement
Plans  and such other assumptions as may be deemed necessary
by an actuary selected by the Committee.

1.2   Beneficiary.   The person or entity  designated  by  a
Participant   or   former  Participant  on   a   beneficiary
designation  form  signed  by  such  Participant  or  Former
Participant  and  filed  with  the  Committee,   and   where
applicable, the spouse or other contingent annuitant who  is
entitled to receive benefits under this Plan.

1.3   Board.  The Board of Directors of Imo Industries  Inc.
as constituted from time to time.

1.4  Code.  The Internal Revenue Code of 1986, as amended.

1.5   Committee.   The Imo Industries Inc.  Retirement  Plan
Administration   Committee  appointed  by   the   Board   to
administer  this Plan.  The Committee shall  be  responsible
for  the  administration  of this Plan  in  accordance  with
Article VI.

1.6  Company.  Imo Industries Inc. or any successor thereto.

1.7   Eligible  Employee.  Any salaried  person  engaged  in
rendering  personal services under the direction or  control
of  the  Company on or after January 1, 1989 and  who  is  a
participant in any one or more of the Retirement  Plans  and
whose  benefits  payable  under such  Retirement  Plans  are
reduced by the Sections 401(a) (17) and 415 Limitations.

1.8  Former Participant.  A person who has a benefit payable
under this Plan but who is no longer an Eligible Employee.

1.9    Limited  Retirement  Plan  Benefit.   The  retirement
benefit  actually paid during a Plan Year to the Participant
or  his  Beneficiary (including a spouse or other contingent
annuitant)  pursuant  to the benefit formula  (contained  in
Article  1.1 of the IMO Plan, Sections 4.1 and  5.1  of  the
Incom Plan, or Section 3.01 of the Warren Plan, defining the
"Accrued  Benefit"  or  other  comparable  term)  which   is
applicable  to  such Participant and the method  of  payment
selected  by the Participant under the applicable Retirement
Plans  after reduction by the Sections 401(a) (17)  and  415
Limitations  contained in Articles 1.6 and 4.6  of  the  IMO
Plan, Section 4.8 of the Incom Plan, or Section 3.02 of  the
Warren  Plan,  whichever  shall apply.   All  references  to
articles or specific sections of the Retirement Plans  shall
include any successor article or section.

1.10    Participant.   An  Eligible  Employee  or  a  former
Eligible  Employee who agrees to be bound by  the  terms  of
this Plan by filing such form or forms as the Committee  may
require.   However, no employee shall have any  interest  or
rights  under this Plan if he is never actively employed  by
an  Employer  on  or  after January l, 1989.   Any  excluded
employee  who  was a participant in the Plan  prior  to  its
amendment and restatement effective January 1, 1989, and the
beneficiary  of  any such excluded employee  who  has  died,
shall only be entitled to his benefits under the prior  Plan
as  of  the earlier of the termination of his employment  or
December 31, 1988.

1.11  Plan.  The Imo Industries Inc. Supplemental Retirement
Income  Plan  and as amended and/or restated  from  time  to
time.

1.12   Plan Year.  Each twelve (12) consecutive month fiscal
year beginning January 1 and ending December 31.

1.13   Retirement Plans.  The Retirement Plan  for  Salaried
U.S.  Employees  of Imo Industries Inc. and Affiliates,  the
Incom International Inc. Retirement Income Plan for Salaried
Employees, and the Retirement Plan for Salaried Employees of
Warren  Pumps, Inc. as in effect on the date  this  Plan  is
adopted  and  as  each such plan is further  amended  and/or
restated  from  time to time.  In addition,  the  Retirement
Plans  shall  include  such other retirement  plans  of  the
Company  or such other affiliates, subsidiaries or divisions
of  the Company as the Board of Directors of the Company may
expressly include from time to time.

1.14  Supplemental Retirement Plan Benefit.  The portion  of
a   Participant's   retirement  benefit  under   this   Plan
determined in accordance with Section 2.1.

1.15   Section  401(a) (17) Limitation.  The  limitation  on
compensation  taken into account under the Retirement  Plans
pursuant  to Section 401(a) (17) of the Code.  In the  event
any  one  or  more  of the Retirement Plans  have  not  been
formally amended to include this limitation on compensation,
the  limitation shall, nonetheless apply, to the extent such
Retirement  Plans  are  operated  in  compliance  with   the
statutory limitation on compensation.

1.16   Section 415 Limitation.  The limitation  on  benefits
payable from the Retirement Plans imposed by Section 415  of
the Code.

1.17   Termination  of  Employment.  The  date  on  which  a
Participant incurs a "Termination of Employment"  under  the
applicable Retirement Plans.

1.18   Unlimited Retirement Benefit.  The retirement benefit
which  would  have  been paid during  a  Plan  Year  to  the
Participant or his Beneficiary (including a spouse or  other
contingent  annuitant)  pursuant  to  the  benefit   formula
(contained in Article 1.1 of the IMO Plan, Sections 4.1  and
5.1  of the Incom Plan, and Section 3.01 of the Warren Plan,
defining  "Accrued Benefit" or other comparable term)  which
is  applicable to such Participant and the method of payment
selected  by  the  Participant under such  Retirement  Plans
without taking into account the Sections 401(a) (17) and 415
Limitations  contained in Articles 1.6 and 4.6  of  the  IMO
Plan, Section 4.8 of the Incom Plan, and Section 3.02 of the
Warren   Plan.   All  references  to  articles  or  specific
sections of the Retirement Plans shall include any successor
article or section.

                         ARTICLE II
                              
                    Supplemental Benefits
                              
2.1   Supplemental  Retirement  Plan  Benefit.   Subject  to
Sections   2.2   and   7.6,  a  Participant's   Supplemental
Retirement  Plan  Benefit, if any, shall be  the  difference
between his or her Unlimited Retirement Benefit and  his  or
her Limited Retirement Plan Benefit.

2.2   Reemployment.  Following the recommencement of Company
employment  by  a  Participant or Former  Participant  whose
employment  with the Company or any of its subsidiaries  was
terminated  at  a  time  when  such  Participant  or  Former
Participant  had a Supplemental Retirement Plan Benefit  and
whose  benefit  had commenced to be paid  under  this  Plan,
payment  of such Supplemental Retirement Plan Benefit  shall
be  suspended  until  such individual  again  ceases  to  be
employed  under  circumstances  under  which  benefits   are
payable under the Plan.

                         ARTICLE III
                              
              Vesting of Supplemental Benefits
                              
3.1   Supplemental  Retirement  Plan  Benefit.   Except   as
otherwise  provided  in  Section 7.6,  a  Participant  shall
become vested in his Supplemental Retirement Plan Benefit in
accordance  with  the  same  schedule  and  rules   as   are
applicable in determining when he or she becomes  vested  in
his or her Retirement Plans' Benefit.

3.2  Forfeitures.  Any amount forfeited by a Participant who
does  not  become vested in a benefit under this Plan  shall
constitute a reduction of the Company's liability under  the
Plan   and   shall  not  be  allocated  to   the   remaining
Participants.

                         ARTICLE IV
                              
  Form of Payment of Supplemental Retirement Plan Benefits
                              
4.1    Supplemental  Retirement  Plan  Benefit.   Except  as
otherwise   provided   in  Section  7.6,   a   Participant's
Supplemental Retirement Plan Benefit, if any and if  vested,
shall  commence to be paid at the time payments are made  to
the Participant under the applicable Retirement Plans.  If a
Participant  begins  to receive retirement  income  payments
before age 65 under any one or more of the Retirement Plans,
then  the Participant's Supplemental Retirement Plan Benefit
shall  commence  at  the  same time  as  payments  from  the
applicable Retirement Plans and shall be reduced by the same
early retirement reduction factors applicable to his benefit
from such Retirement Plans.

Payment  of  a  Participant's Supplemental  Retirement  Plan
Benefit shall be in the same form which the Participant  has
elected,  or  is  deemed to have elected,  pursuant  to  the
applicable Retirement Plans.  Notwithstanding the foregoing,
any  Participant  who has elected a level income  option  to
augment  this benefit under the Retirement Plans on  account
of  his  retirement  before he is  eligible  for  retirement
benefits  under the federal Social Security system (as  such
optional  form is described in Article 5.3 of the IMO  Plan)
shall  receive his Supplemental Retirement Plan  Benefit  in
the  form  of  a  single life annuity,  as  reduced  in  the
preceding paragraph.  The Committee shall have the sole  and
absolute  discretion and authority to approve  or  reject  a
Participant's request for a different method of payment than
specified herein.

                          ARTICLE V
                              
                        Death Benefit
                              
5.1   Supplemental Retirement Plan Death Benefit.  Upon  the
death of a married Participant while employed by the Company
or one of its subsidiaries, a death benefit shall be payable
under  this  Plan  to  the  spouse or  Beneficiary  of  such
Participant if a qualified pre-retirement survivor  annuity,
surviving spouse benefit or surviving dependent benefit,  as
defined  in the relevant Retirement Plans, would be  payable
to   the  Participant's  spouse  or  Beneficiary  under  the
relevant  Retirement  Plans.  Such death  benefit,  if  any,
shall  be  equal  to the difference between the  annuity  or
benefit  payable  for  the  life  of  the  spouse  or  other
Beneficiary  under  the relevant Retirement  Plans  and  the
annuity  which  would  have  been paid  thereunder  (without
taking  into  account  the  Sections  401(a)  (17)  and  415
Limitations  contained in Articles 1.6 and 4.6  of  the  IMO
Plan, Section 4.8 of the Incom Plan, and Section 3.02 of the
Warren Plan).

5.2   Simultaneous Death.  In the event of the  simultaneous
death  of  a Participant eligible for a death benefit  under
this  Article V and his or her Beneficiary or spouse so that
it  is not possible to determine which one was the survivor,
it  shall be presumed for purposes of this Section 5.2  that
the Beneficiary or spouse predeceased the Participant.

                         ARTICLE VI
                              
                 Administration of the Plan
                              
6.1   Powers  and  Duties of the Committee.   The  Committee
shall  be  generally  responsible  for  the  operation   and
administration of the Plan.  To the extent that  powers  are
not delegated to others pursuant to provisions of this Plan,
the Committee shall have such powers as may be necessary  to
carry  out  the  provisions of the Plan and to  perform  its
duties hereunder, including, without limiting the generality
of the foregoing, the power:

(a)   To appoint, retain, and terminate such persons  as  it
deems necessary or advisable to assist in the administration
of  the  Plan  or  to  render advice  with  respect  to  the
responsibilities of the Committee under the Plan,  including
accountants,   actuaries,  administrators,   attorneys   and
physicians.

(b)   To  make use of the services of the employees  of  the
Company in administrative matters.

(c)   To  obtain  and  act  on  the  basis  of  all  tables,
valuations, certificates, opinions, and reports furnished by
the  persons described in paragraph (a) or (b)  above.   Any
determination  of  Actuarial  Equivalent  benefits  by   the
actuary  selected by the Committee shall be  conclusive  and
binding  on  the Company, the Committee and all Participants
or Former Participants.

(d)   To review the manner in which benefit claims and other
aspects of the Plan administration have been handled by  the
employees of the Company.

(e)   To  determine all benefits and resolve  all  questions
pertaining to the administration and interpretation  of  the
Plan provisions, either by rules of general applicability or
by  particular  decisions.  To the maximum extent  permitted
by  law, all interpretations of the Plan and other decisions
of  the  Committee shall be conclusive and  binding  on  all
parties.

(f)   To adopt such forms, rules and regulations as it shall
deem necessary or appropriate for the administration of  the
Plan  and the conduct of its affairs, provided that any such
forms, rules and regulations shall not be inconsistent  with
the provisions of the Plan.

(g)    To  remedy  any  inequity  resulting  from  incorrect
information  received or communicated or from administrative
error.

(h)   To commence or defend any litigation arising from  the
operation  of  the  Plan  in  any  legal  or  administrative
proceeding.

6.2    Required   Information.   Any   Participant,   Former
Participant and any Beneficiary eligible to receive benefits
under   the   Plan  shall  furnish  to  the  Committee   any
information   or  proof  requested  by  the  Committee   and
reasonably  required  for the proper administration  of  the
Plan.   Failure  on  the  part of  the  Participant,  Former
Participant  or Beneficiary to comply with any such  request
within  a  reasonable  period of time  shall  be  sufficient
grounds for delay in the payment of benefits under the  Plan
until   such  information  or  proof  is  received  by   the
Committee.

6.3   Expenses.  All expenses incident to the operation  and
administration  of the Plan reasonably incurred,  including,
without  limitation by way or specification,  the  fees  and
expenses  of  attorneys and advisors,  and  for  such  other
professional, technical and clerical assistance  as  may  be
required, shall be paid by the Company.

6.4    Indemnification.   To  the  extent  coverage  is  not
provided  by  any applicable insurance policy,  the  Company
hereby  agrees to indemnify the Committee and  each  of  its
members  and the Board and each of its members, and to  hold
them harmless against all liability, joint and several,  for
their   acts,  omissions  and  conduct  and  for  the  acts,
omissions and conduct of their duly appointed agents made in
good faith pursuant to the provisions of the Plan, including
any   out-of-pocket  expenses  reasonably  incurred  in  the
defense  of  any claim relating thereto; provided,  however,
that  no  person or entity so indemnified shall  voluntarily
assume or admit any liability, nor, expect at its or his own
cost,  shall  any of the foregoing make any payment,  assume
any  obligations  or  incur any expense  without  the  prior
written consent of the Board.  The Company may purchase,  at
its  expense, liability insurance to protect the Company and
the persons indemnified hereunder from liability incurred in
the good faith administration of this Plan.

6.5  Claims Procedure and Review.

(a)   Claims for benefits under the Plan shall be  filed  in
writing by a claimant with the Committee.  Within sixty (60)
days after receipt of such claim, the Committee shall act on
the  claim  and shall notify the claimant in writing  as  to
whether  the  claim has been granted in whole  or  in  part;
provided, however, if the claimant has not received  written
notice  of  such decision within such sixty-day period,  the
claimant  shall, for the purpose of subsection (c)  of  this
Section, regard his claim as having been denied.

(b)   Any  notice of denial of a claim in whole or  in  part
shall  set forth (i) the specific reason or reasons for  the
denial,  (ii) reference to the Plan provisions on which  the
denial  is  based, and (iii) a copy of the Plan's claim  and
review provisions.

(c)  Any claimant who has been denied a claim in whole or in
part under the Plan shall be entitled, upon the filing of  a
written  request for review with the Committee within  sixty
(60) days after receipt by the claimant of written notice of
denial  of  his claim (or, if the claimant had not  received
written  notice of the decision within the sixty-day  period
described  in  subsection (a) of this  Section,  within  one
hundred  twenty (120) days of receipt of the claim  form  by
the  Committee)  to appeal the denial of his  claim  to  the
Committee.

(d)   The claimant shall be entitled in connection with such
appeal to examine pertinent documents and submit issues  and
comments  in  writing  to the Committee.   Any  decision  on
review  by  the  Committee shall be in  writing,  and  shall
include   specific  reasons  for  the  decision   (including
reference  to the Plan provisions on which the  decision  is
based).   Such  decision shall be made by the Committee  not
later  than  sixty  (60) days after receipt  by  it  of  the
claimant's request for review.

                         ARTICLE VII
                              
                        Miscellaneous
                              
7.1   Benefits Payable by the Company.  All benefits payable
under  this Plan shall constitute an unfunded obligation  of
the  Company.   Payments shall be made,  as  due,  from  the
general  funds of the Company.  The Company, at its  option,
may  maintain  one or more bookkeeping reserve  accounts  to
reflect  its  obligations under the Plan and may  make  such
investments as it may deem desirable to assist it in meeting
such  obligations.  Any such investments shall be assets  of
the Company subject to claims of its general creditors.   No
person eligible for a benefit under this Plan shall have any
right, title or interest in any such investments.

7.2  Amendment or Termination.

(a)   The Board reserves the right to amend, modify, restate
or terminate the Plan; provided, however that no such action
by  the  Board  shall  reduce  a Participant's  Supplemental
Retirement Plan Benefit accrued as of the time thereof.

(b)   If  the Plan is terminated, a determination  shall  be
made  of  the  Participant's  Supplemental  Retirement  Plan
Benefit  as  of  the  Plan termination date  (determined  in
accordance with Section 7.2(a)).  The amount of such benefit
or  benefits shall be payable to the Participant at the time
it  would have been payable under Article IV if the Plan had
not   been   terminated.   If  a  Participant   dies   after
termination  of  the  Plan  but  prior  to  Termination   of
Employment  his  or  her Beneficiary or Beneficiaries  shall
receive a distribution of his or her Supplemental Retirement
Plan  Death  Benefit, determined in accordance with  Section
5.1,  but based on the Participant's Supplemental Retirement
Plan Benefit as of the Plan termination date.

7.3   Status of Employment.  Nothing herein contained  shall
be  deemed:   (a) to give any Participant the  right  to  be
retained  in  the employ of the Company or a  subsidiary  or
affiliate;  (b)  to  affect the  right  of  the  Company  to
discipline or discharge any Participant at any time; (c)  to
give  the Company or a subsidiary or affiliate the right  to
require any Participant to remain in its employ; or  (d)  to
affect  any  Participant's right to  terminate  his  or  her
employment at any time.

7.4   Payments to Minors and Incompetents.  If a Participant
or Beneficiary entitled to receive any benefits hereunder is
a  minor or is deemed by the Committee or is adjudged to  be
legally  incapable of giving a valid receipt  and  discharge
for  such  benefits, they will be paid to the duly appointed
guardian  of  such  minor or incompetent or  to  such  other
legally  appointed  person as the Committee  may  designate.
Such payment shall, to the extent made, be deemed a complete
discharge of any liability for such payment under the Plan.

7.5  Inalienability of Benefits.  The right of any person to
any  benefit or payment under the Plan shall not be  subject
to   voluntary   or  involuntary  transfer,  alienation   or
assignment,  and,  to the fullest extent permitted  by  law,
shall  not be subject to attachment, execution, garnishment,
sequestration or other legal or equitable process.   In  the
event  a  person who is receiving or is entitled to  receive
benefits  under  the  Plan attempts to assign,  transfer  or
dispose  of such right, or if an attempt is made to  subject
said  right  to such process, such assignment,  transfer  or
disposition shall be null and void.

7.6   Governing  Law.   Except to the  extent  preempted  by
federal law, the Plan shall be governed by and construed  in
accordance with the laws of the State of New Jersey.