First Amendment To 1997 Restricted Stock Plan

FIRST AMENDMENT TO
1997 RESTRICTED STOCK PLAN
FOR OUTSIDE DIRECTORS
OF COLTEC INDUSTRIES INC


WHEREAS, Coltec Industries Inc, a Pennsylvania corporation (the "Company"), adopted the 1997 Restricted Stock Plan for Outside Directors of Coltec Industries Inc (the "Plan"); and


WHEREAS, the Board of Directors of the Company (the "Board") desires to amend the Plan in certain respects;


WHEREAS, Section 11 of the Plan states that the Plan may be amended at any time by the Board, subject to shareholder approval if required under applicable law; and


WHEREAS, the Board has determined that shareholder approval of the amendments to the Plan as provided herein are not required under applicable law.


NOW, THEREFORE, the Plan is hereby amended in the following respects:


1. Section 2 of the Plan is hereby amended by adding a new paragraph (b) thereto, to read as follows, and by renumbering existing paragraphs 2(b) through 2(i) as 2(c) through 2(j):


"(b) "Change in Control" shall mean the occurrence of any of the following events:


(i) any person (as defined in sections 13(d) and
14(d) of the Exchange Act), other than the Company, any
trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any company


2


owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their
ownership of stock of the Company, acquires "beneficial
ownership" (as defined in Rule 13d-3 under the Exchange Act)
of securities representing more than 25% of the combined
voting power of the Company; or


(ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute
the Board and any new director (other than a director
desig ...