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                                                                   EXHIBIT 10.15

                         AMENDMENT N0. 4 TO UNOVA, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


        WHEREAS, UNOVA, Inc. (the "Company") has previously adopted the UNOVA,
Inc. Supplemental Executive Retirement Plan as amended by Amendment No. 1
thereto dated September 23, 1998, Amendment No. 2 thereto dated March 11, 1999,
and Amendment No. 3 thereto dated March 15, 2000 (the "Plan"); and

        WHEREAS, the Board of Directors of the Company deems it desirable that
the Plan be further amended in the manner set forth hereinafter;

        NOW, THEREFORE, this Amendment No. 4 to the Plan is hereby adopted by
the Company with the following effect:

        1. Section 2.13 of the Plan is hereby amended so as to delete from the
first sentence of Subsection (c) thereof the phrase "including, for this
purpose, years of service prior to age 40."

        2. Section 2.42 of the Plan is hereby amended so as to delete from
clause (2) of Subsection (a) thereof the phrase "provided, however, the
calculation of Years of Service shall not include any calendar months of
employment preceding the calendar month in which the Active Participant attained
age 40" and to revise the wording of the Clause which immediately follows the
deleted clause to read as follows: "provided, however, that such calculation
shall not include any calendar months of employment with the Company in any
separate period of employment with the Company preceding the most recent and
continuous employment with the Company."

        3. Section 2.42 of the Plan is hereby further amended so as to delete
from Subsection (b) thereof the phrase "and after the Participant attains age
40" in both instances where such phrase appears.

        4. Section 3.1 of the Plan is hereby amended so as to delete the second
sentence thereof which reads "A key employee shall not be designated as an
Active Participant prior to attaining age 40."

        5. Section 4.3 of the Plan is hereby amended so as to delete from clause
(2) thereof the phrase "after attainment of age 40."

        6. Except as specifically provided in this Amendment No. 4, each and
every provision of the Plan is hereby ratified, approved, and confirmed.

        7. This Amendment No. 4 shall be deemed effective for all purposes on
and as of the date hereof, except that this Amendment No. 4 shall not be
effective with respect to any Participant who retired from the Company
subsequent to the Distribution Date and commenced receiving a Retirement Benefit
under the Plan prior to the date hereof.

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        8. This Amendment No. 4 shall be governed by the laws of Delaware except
to the extent preempted by ERISA.

        9. Capitalized terms used in this Amendment No. 4 and not defined herein
shall have the meaning assigned to such terms in the Plan.

        IN WITNESS WHEREOF, the Company has caused this Amendment No. 4 to be
executed by its duly authorized officers this 11th day of July, 2000.


                                               UNOVA, INC.



WITNESS:  /s/  Virginia Young                  By:   /s/ Michael E. Keane
          -----------------------                    ---------------------------
                                                     Michael E. Keane



WITNESS:  /s/  Helen Gonzalez                  By:   /s/ Charles A. Cusumano
          -----------------------                    ---------------------------
                                                     Charles A. Cusumano