Executive Life Insurance Plan

EXECUTIVE LIFE INSURANCE PLAN


OF


THE DURIRON COMPANY, INC.


This Executive Life Insurance Plan is established to provide certain employees of Duriron with an additional life insurance benefit.


ARTICLE I


TITLE AND EFFECTIVE DATE


1.01 Title: This Plan shall be known as the Executive Life Insurance Plan.


2.01 Effective Date: This Plan shall be effective retroactively to November 1, 1994 or as soon thereafter the Insurer has approved and placed in force and effect the insurance to be provided under this Plan.


ARTICLE II


DEFINITIONS


When used herein, the following terms shall have the meanings indicated unless a different meaning is clearly required by the context:


2.01 "Committee": The Compensation Committee of the Board of Directors of the Company which shall administer the Plan, including delegating certain administrative functions of the Plan to the Chief Administrative Officer.


2.02 "Company": The Duriron Company, Inc. or any successor company.


2.03 "Employee": A person who is employed by the Company.


2.04 "Insurer": New England Mutual Life Insurance Company or a successor insurance company providing the life insurance and other benefits pursuant to this Plan.


2.05 "Participant": An Employee who is or hereafter becomes eligible to participate in the Plan and does participate by enrolling in the Plan.


2.06 "Plan": This Executive Life Insurance Plan, as may be amended from time to time.


2.07 "Policy": The life insurance policy or policies on the life of each Participant issued by the Insurer pursuant to this Plan.


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2.08 "Covered Pay": The annual or market salary plus the annual incentive target at 100% of a Participant, as may be changed from time to time.


2.09 "Currency": United States Dollars.


ARTICLE III


ELIGIBILITY AND PARTICIPATION


3.01 Eligibility: The Committee shall have the sole discretion to determine the Employees eligible to become Participants under the Plan.


3.02 Participation: An eligible Employee shall be notified by the Committee or the Chief Administrative Officer of such eligibility and shall become a Participant upon (i) the execution and delivery of an insurance application and (ii) approval and acceptance of such application by the Insurer. By executing such application, the Employee agrees to comply with the terms and conditions of the Plan as contained herein and in the insurance application. An Employee shall continue to be a Participant until the earlier of (i) termination of the Plan by the Committee, (ii) termination of the Participant's employment with the Company, whether voluntary or involuntary or (iii) retirement of the Participant from the Company.


ARTICLE IV


INSURANCE BENEFITS


4.01 Amount of Coverage: The Participant shall be provided with a life insurance benefit equal to one times the Participant's Covered Pay.


The face amount of the life insurance policy shall be designed so that if certain assumptions hold true (including payment of dividends, if any, by the Insurer) it will be large enough that, with Covered Pay increases averaging 5.5% per year, it will provide the following in the event of a Participant's death, although no guarantee of such amount is actually made to the Participant.


(1) A Participant life insurance benefit equal to one times
Covered Pay each year until assumed retirement at age 62,
although nothing under this Plan shall require the
Participant to retire at age 62 nor give the Participant any
rights, express or implied, of continued employment with the
Company.


(2) A life insurance benefit to the Company in an amount so that
after payment of the life insurance death benefit to the
Participant, the Company's life insurance benefit will be
sufficient to repay an amount to the Company equal to the sum
of its share of premiums.


(3) Any life insurance benefit payable in excess of the amounts
set forth in paragraphs (1) and (2) above will be paid to the
Company.


4.02 Effective Date of Coverage: The Policy shall become effective as soon as the Insurer has accepted and approved the Participant's application and shall be dated November 1, 1994 or the closest November 1 to the Employee's selection as a Participant.


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4.03 Increases or Decreases in Coverage: The amount of the life insurance benefit for each Participant shall be adjusted annually as of the first day of January of each year to reflect any changes in the Participant's Covered Pay during the past year. The amount of life insurance benefit shall be increased or decreased to equal one times the Participant's Covered Pay.


ARTICLE V


LIFE INSURANCE POLICIES


5.01 Ownership of Policy: The Participant shall be the owner of the Policy (except as noted in 5.03 or 5.04) covering the Participant and may exercise all rights of ownership of the Policy, subject to the restrictions contained herein, including the right to designate the beneficiary or beneficiari ...