Exhibit 10.17

                NON-QUALIFIED PLAN OF DEFERRED COMPENSATION
                       FOR NON-EMPLOYEE DIRECTORS OF
                         MARK IV INDUSTRIES, INC.
                     ________________________________

                     Second Amendment and Restatement
                     _________________________________

                        Effective February 29, 2000


           WHEREAS, Mark IV Industries, Inc., a Delaware corporation having
its principal place of business at One Towne Centre, 501 John James Audubon
Parkway, Amherst, New York ("Mark IV") adopted a non-qualified plan of
deferred compensation known as the "Non-Qualified Plan of Deferred
Compensation for Non-Employee Directors of Mark IV Industries, Inc. (the
"Plan"); and

           WHEREAS, the Plan permits the non-employee directors of Mark IV to
defer the receipt of payment of all or part of the bonus or other incentive
compensation which they may be entitled to receive under the terms of the
executive bonus arrangements in effect from time to time for the non-employee
directors of Mark IV and to further provide that the amount of the bonus or
other incentive compensation, if any, which the Participant defers shall be
credited with hypothetical earnings and paid in accordance with the terms of
the Plan; and

           WHEREAS, effective December 1, 1993, Mark IV amended the Plan to
permit non-employee directors to defer the receipt of all or any part of the
salary or wages they are entitled to receive and to provide that the amount of
the salary or wages deferred by such non-employee directors if any, shall be
credited with hypothetical earnings paid in accordance with the terms of this
Plan; and

           WHEREAS, Mark IV now desires to amend the Plan to provide that the
amounts accumulated for Participants under the terms of the Plan will be
distributed upon a termination of the Plan;

           NOW, THEREFORE, Mark IV hereby adopts the following as the Second
Amendment and Restatement of the Non-Qualified Plan of Deferred Compensation
for Non-Employee Directors of Mark IV Industries, Inc. effective as of
February 29, 2000:



2

                                SECTION 1.
                                Definitions


      1.01  Account means the account or accounts established and maintained
by the Committee for each Participant to reflect the amount of the deferred
compensation payable to each Participant under the terms of this Plan.

      1.02  Affiliate means any corporation under common control with the
Employer within the meaning of Internal Revenue Code Section 414(b) and any
trade or business (whether or not incorporated) under common control with the
Employer within the meaning of Internal Revenue Code Section 414(c).

      1.03  Applicable Interest Rate means, for each Plan Year, a variable
rate of interest, adjusted on a quarterly basis as of March 1, June 1,
September 1 and December 1 of each calendar year and equaling one hundred
twenty percent (120%) of the Federal long-term interest rate established for
such months by the Secretary of the Treasury pursuant to the provisions of
Section 1274 of the Internal Revenue Code and the regulations thereunder.

      1.04  Beneficiary means any person or persons designated, in writing, by
a Participant to share in the benefits of the Plan after his death, or if
none, his spouse, or, if neither, his estate.

      1.05 Board of Directors means the Board of Directors of Mark IV.

      1.06 Committee means the administrative committee, referred to in
Section 5.01, designated by the Board of Directors of Mark IV to administer
the Plan.

      1.07  Compensation means the total salary or wages paid by Mark IV to a
Participant for services rendered to Mark IV as a non-employee director of
Mark IV during the fiscal year of Mark IV, including any bonus or other
incentive compensation, whether or not such salary, wages, bonuses or other
incentive compensation is actually paid as a result of the Participant's
election to defer receipt of such Compensation.  The decision of the Committee
as to what constitutes Compensation within the meaning of the foregoing
definition shall be conclusive.

      1.08  Compensation Deferral means, for each Plan Year, the amount, if
any, of the salary, wages, bonuses or other incentive compensation payable to
a Participant which the Participant has elected to defer the receipt of
payment of pursuant to Section 3.01 hereof and which Mark IV has agreed and
committed to allocate and pay to such Participant in the future under the
terms of this Plan.

      1.09  Dollar Value means, except as otherwise specifically provided in
Section 3.08 hereof, an amount equal to the total dollar amount of the
Incentive Compensation Deferrals credited to the Participant's Account
together with the interest credited thereon as provided for in this Plan.


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      1.10  Effective Date means December 16, 1992.

      1.11  ERISA means the Employee Retirement Income Security Act of 1974,
as amended, and corresponding provisions of future laws, as amended.

      1.12  Fiduciary means any person with respect to the Plan to the extent:

           (a) He exercises any discretionary authority or discretionary
control respecting management of the Plan or exercises any authority or
control respecting management or disposition of its assets;
           (b) He renders investment advice for a fee or other compensation,
direct or indirect, with respect to any moneys or other property of the Plan
or has any authority or responsibility to do so; or
           (c)   He has any discretionary authority or discretionary
responsibility in the administration of the Plan.

      This term also includes persons designated by the Committee to carry out
fiduciary responsibilities under the Plan.  A Fiduciary may serve in more than
one fiduciary capacity with respect to this Plan.

      1.13  Internal Revenue Code, Code and IRC each mean the Internal Revenue
Code of 1986, as amended.

      1.14  Participant means each member of the Board of Directors that is
not an employee of Mark IV or any of its divisions or subsidiaries if such
non-employee director has elected or elects to defer the receipt of payment of
all or any portion of his Compensation in accordance with the provisions of
this Plan, including any bonus or other incentive compensation to which he may
be entitled.

      1.15  Phantom Stock means the shares of common stock of Mark IV, if any,
which are hypothetically allocated to a Participant's Account pursuant to the
terms of this Plan.

      1.16  Plan means this non-qualified plan of deferred compensation known
as the Non-Qualified Plan of Deferred Compensation for Non-Employee Directors
of Mark IV Industries, Inc.

      1.17  Plan Year means each 12 consecutive month period beginning on
March 1 of each calendar year.

      1.18  Share Value means an amount equal to (a) the number of shares of
Phantom Stock, if any, credited to a Participant's Account, multiplied by (b)
the applicable price per share of common stock of Mark IV as determined
pursuant to Section 3.05 hereof.

      1.19  Valuation Date means the last day of February of each calendar
year.


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                                SECTION 2.
                                Eligibility

      2.01  Directors Eligible.  Each member of the Board of Directors that is
not an employee of Mark IV or any of its direct or indirect wholly owned
subsidiaries shall be eligible to participate in the Plan and shall become a
Participant in the Plan by delivering the Committee a written election to
defer, in accordance with the provisions of this Plan all or part of the
salary, wages, bonus or other incentive compensation to which he is otherwise
entitled.

      2.01  Participation Form.  The Committee shall furnish each non-employee
Director a form containing such information as the Committee may desire,
including, but not limited to, date of birth of the Participant and the
Beneficiary designation of such Participant.

                                SECTION 3.
                     Incentive Compensation Deferrals


      3.01  Compensation Deferrals. For each Plan Year beginning with the Plan
Year ending February 28, 1993, each non-employee Director of Mark IV may elect
to defer his receipt of payment of all or any part of the bonus or other
incentive compensation to which he is entitled as provided for in the
executive bonus and other incentive compensation plans for non-employee
Directors of Mark IV.  If a Participant makes a Compensation Deferral with
respect to his bonus or other incentive compensation payable in connection
with the services he has provided for any Plan Year ending on or after
February 28, 1993, the amount of the bonus or other incentive compensation
which the Participant has elected to defer the receipt of shall not be paid by
Mark IV except as provided for hereunder and shall be deemed to be contributed
to the Plan as of the end of the Plan Year ending with or within the fiscal
year of Mark IV with respect to which such bonus or other incentive
compensation is payable to the Participant.

      For each calendar year beginning on or after January 1, 1994, each
participant may elect to defer the receipt of payment of all or any part of
the salary or wages to which he is entitled.  If a Participant makes a
Compensation Deferral with respect to all or any part of the salary or wages
to which he is entitled, the portion of the salary or wages which the
Participant has elected to defer the receipt of shall not be paid by Mark IV
except as provided for hereunder and a pro-rata portion of the salary or wages
which the Participant is entitled to for each calendar year shall be deemed to
be contributed to the Plan as of the end of each calendar month which elapses
in a calendar year in which the Participant has elected to defer the receipt
of such salary or wages.


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      The total amount of Compensation Deferrals made by a Participant (which
shall include the total amount of salary, wages, bonus or other incentive
compensation which the Participant has elected to defer the receipt of) for a
Plan Year, together with any earnings thereon as provided by Section 3.08
hereof, shall represent the amount which Mark IV has agreed to pay to the
Participant that makes such Compensation Deferral and, unless a Trust Fund is
established pursuant to Section 5.01 hereof, no segregation of any assets of
Mark IV for the purpose of paying such Compensation Deferral shall be
required.

      A Participant that is eligible to make Compensation Deferrals may make a
Compensation Deferral by executing and delivering to the Committee, a form,
supplied by the Committee, which provides a description of the amount of the
Participant's salary or wages which the Participant elects to defer the
receipt of and a description of the portion of the bonus or other incentive
compensation which the Participant elects to defer the receipt of (a "Deferred
Compensation Election Form").  The Deferred Compensation Election Form shall
also contain a statement of the period of time over which payment of the
Participant's salary, wages, bonus or other incentive compensation is to be
deferred (which period of time may extend beyond the Participant's Normal
Retirement Date and may be different for separate and distinct portions
(identified by the Participant) of the salary, wages or bonus or incentive
compensation which the Participant has elected to defer).  The Deferred
Compensation Election Form shall provide, among other things, that the
Participant's election to defer the receipt of payment of the salary, wages,
bonus or other incentive compensation payable to the Participant is
irrevocable and that the Participant waives his right to make any claim for
payment of the salary, wages, bonus or other incentive compensation which the
Participant has elected to defer except to the extent such amount is payable
pursuant to this Plan.

      Notwithstanding the provisions of the preceding paragraph, a
Participant's election to defer the receipt of any portion of his salary or
wages shall be effective only for the calendar year immediately following the
date the Participant delivers his Deferred Compensation Election Form to the
Committee and a Participant's election to defer the receipt of any portion of
the bonus or other incentive compensation to which he may be entitled shall be
effective only for the bonus or other incentive compensation which is payable
as of the end of the Plan Year immediately following the date the Participant
delivers his Deferred Compensation Election Form to the Committee.  Therefore,
in the event a Participant desires to defer the receipt of any portion of the
salary or wages which he is otherwise entitled to for a calendar year
following a calendar year in which payment of the Participant's salary or
wages has been deferred, the Participant must execute and deliver a new
Deferred Compensation Election Form to the Committee on or before December 31
of the calendar year preceding the calendar year in which the Participant
desires to have the receipt of such Compensation deferred.  In addition, in
the event a Participant desires to defer the receipt of any portion of the
bonus or other incentive compensation he is entitled to for a Plan Year
following the Plan Year in which any portion of the bonus or other incentive


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compensation was deferred, the Participant must execute and deliver a new
Deferred Compensation Election Form to the Committee on or before December 31
of the calendar year preceding the calendar year in which the Participant
desires to have the receipt of such Compensation deferred.

      3.02  Participant's Account.The Committee shall establish and maintain
an Account in the name of each Participant that makes a Compensation Deferral,
which Account shall be credited with the amount of the Compensation Deferral
made by the Participant pursuant to the terms of the Deferred Compensation
Election Form executed by the Participant and effective for such Plan Year,
together with interest thereon as determined pursuant to Section 3.08 hereof
and the number of shares of Phantom Stock determined pursuant to Section 3.04
hereof.

      3.03 Time of Allocation.  For purposes of determining the Dollar Value
of a Participant's Account, the amount of the Compensation Deferral to be
credited to the Account of a Participant with respect to any salary or wages
deferred by the Participant in connection with such Compensation Deferral
shall be deemed to be credited to a Participant's Account as of the end of
each calendar month during which the Participant was a non-employee Director
of Mark IV and the amount of any bonus or other incentive compensation
deferred by a Participant in connection with a Compensation Deferral shall be
deemed to be credited to such Participant's Account as of the end of the Plan
Year ending with or within the fiscal year of Mark IV with respect to which
such bonus or other incentive compensation is payable.  For purposes of
determining the Share Value of a Participant's Account as of the end of any
Plan Year, the number of shares of Phantom Stock to be allocated to the
Account of a Participant for a Plan Year shall be deemed to be allocated to
such Participant's Account, as of the end of such Plan Year.

      3.04  Allocations of Phantom Stock.  If a Participant elects to defer
all or any portion of his salary or wages as permitted by Section 3.01 hereof,
as of the end of each calendar month, the Committee shall credit such
Participant's Account with the number of shares of Phantom Stock which could
be purchased at a price per share determined pursuant to Section 3.05 hereof
using the amount of salary or wages deferred by the Participant for such
calendar month, which amount shall be equal to one twelfth of the Compensation
(excluding incentive compensation and bonus) which is payable to such
Participant for the calendar year for which such deferral is made.  If a
Participant elects to defer all or any portion of his bonus or other incentive
compensation, as of the end of each Plan Year, the Committee shall allocate to
the Account of each Participant, the number of shares of Phantom Stock which
could be purchased at a price per share determined in accordance with Section
3.05 hereof using an amount equal to the bonus or other incentive compensation
deferred by the Participant for such Plan Year.


7

      3.05  Pricing of Mark IV Common Stock. For purposes of determining the
number of shares of Phantom Stock to be allocated to the Account of a
Participant as of the end of any calendar month in connection with the salary
or wages deferred by the Participant as provided for by Section 3.01 hereof,
the price per share of common stock of Mark IV shall be deemed to be the
average of the closing prices per share of common stock of Mark IV during such
calendar month as determined from the closing prices per share of common stock
of Mark IV.  For purposes of determining the number of shares of Phantom
Stock, if any, to be allocated to the account of a  Participant as of the end
of each Plan Year with respect to the bonus or other incentive compensation
deferred by the Participant as provided for by Section 3.01 hereof, the price
per share of common stock of Mark IV shall be deemed to be the average of the
closing prices per share of common stock of Mark IV during the month of
February for the Plan Year for which such bonus or other incentive
compensation was deferred.

      For purposes of determining the Share Value of a Participant's Account
if the Participant's status as a member of the Board of Directors of Mark IV
is voluntarily or involuntarily terminated for any reason including, but not
limited to, the Participant's retirement, death or suffering of a total and
permanent disability, the price per share of common stock of Mark IV shall be
the average of the closing prices per share of the common stock of Mark IV as
reported by the New York Stock Exchange Composite Index for the thirty (30)
day period ending on the day the Participant's status as a member of the Board
of Directors of Mark IV is terminated.

      If, pursuant to Section 4.05 hereof, a Participant has elected to
receive payment of all or any portion of the Participant's Account
attributable to Compensation Deferrals while the Participant is still a member
of the Board of Directors of Mark IV, for purposes of determining the Share
Value of such portion of the Participant's Account, at the time or times for
payment of such portion of the Participant's Account, the price per share of
the common stock of Mark IV shall be deemed to be the average of the closing
prices per share of common stock of Mark IV during the calendar month ending
immediately prior to the date for payment of all or any such portion of the
Participant's Account as determined by the closing prices per share of common
stock of Mark IV for such period as reported by the New York Stock Exchange
Composite Index for such month.

      3.06  Anti-Dilution Provisions.  The aggregate number of shares of
Phantom Stock allocated to a Participant's Account shall be adjusted
proportionately in the event of any change, increase or decrease in the total
number of issued and outstanding shares of common stock of Mark IV or any
change in classification of the shares of common stock of Mark IV without the
receipt of consideration by Mark IV as a result of any stock split, reverse
stock split or other consolidation of shares of common stock of Mark IV or as
a result of any payment of a stock dividend, recapitalization,
reclassification or other adjustment in the capital of Mark IV without receipt
of consideration by Mark IV.


8


      3.07  Fractional Shares and Dividends.  In the event that any cash
dividends are paid with respect to any Phantom Stock allocated to a
Participant's Account, an amount equal to the amount of the cash dividends
which would be payable with respect to the number of shares of Phantom Stock
contained in the Participant's Account shall be allocated by the Committee to
the Participant's Account as of the date for payment of such cash dividends
specified by Mark IV in the resolution authorizing the payment of such cash
dividends.
      In addition, if any fractional shares of common stock of Mark IV would
result from the crediting of any Compensation Deferral to a Participant's
Account, or in connection with any change in the total number of issued and
outstanding shares of common stock of Mark IV without the receipt of
compensation by Mark IV, an amount equal to such fractional share of common
stock of Mark IV shall be allocated to the Participant's Account for the Plan
Year.

      3.08  Allocation of Interest.  Subject to the provisions of the
following paragraphs, unless a Trust Fund has been established pursuant to
Section 5.01 hereof, as of the end of each Plan Year, the Committee shall
increase the Dollar Value of each Participant's Account by an amount equal to
the Applicable Interest Rate multiplied by the Dollar Value of such
Participant's Account determined as of the end of the preceding Plan Year.  In
addition, if a Participant has elected to defer the receipt of all or any
portion of his salary or wages by making a Compensation Deferral, the
Committee shall increase the Dollar Value of each such Participant's Account
by an amount equal to the amount of interest which would have been earned by
applying the Applicable Interest Rate for the immediately preceding Plan Year
(adjusted for periods of less than one year) to each of the monthly
allocations of salary or wages deferred by the Participant during the Plan
Year but only for the period between the date a monthly allocation of the
Participant's salary or wages is made to the Participant's Account and the end
of the Plan Year.  Notwithstanding the foregoing, the proportion of a
Participant's Account, if any, which is attributable to cash dividends which
would be payable with respect to the shares of common stock of Mark IV
allocated to the Participant's Account shall only be increased by the
Applicable Interest Rate for the immediately preceding Plan Year (adjusted for
periods of less than one year) for the period between the date such cash
dividends would be allocated to the Participant's Account and the end of the
Plan Year.

      If a Participant's status as a member of the Board of Directors of Mark
IV is terminated on account of his death, retirement or suffering of a Total
and Permanent Disability, the Committee shall increase the Dollar Value of
such a Participant's Account by an amount equal to the amount of interest
which would have been earned by the Dollar Value of the Participants' Account
determined as of the end of the Plan Year ending prior to the Participant's
death, retirement or Total and Permanent Disability and applying the
Applicable Interest Rate for such immediately preceding Plan Year (adjusted


9


for periods of less than one year) to such Dollar Value for the period from
the end of such Plan Year to the date the Participant's status as a member of
the Board of Directors of Mark IV is terminated on account of the
Participant's retirement, death or suffering of a Total and Permanent
Disability.  In addition, if a Participant has elected to make Compensation
Deferrals and the Participant's status as a member of the Board of Directors
of Mark IV is terminated on account of his death, retirement or suffering of a
Total and Permanent Disability, the Committee shall increase the Dollar Value
of such Participant's Account by an amount equal to the amount of interest
which would have been earned by applying the Applicable Interest Rate
(adjusted for periods of less than one year) to each of the monthly
allocations of salary or wages made to the Participant's account for the
period between the date such monthly allocation to the Participant's Account
and the date the Participant's status as a member of the Board of Directors of
Mark IV is terminated on account of the Participant's retirement, death or
suffering of a Total and Permanent Disability.  As soon as practicable
following the termination of a Participant's status as a member of the Board
of Directors of Mark IV on account of death, retirement or Total and Permanent
Disability, the Committee shall compare the Dollar Value of the Participant's
Account determined as of the date of the Participant's retirement, death or
Total and Permanent Disability (including the amount of any interest thereon
as provided for by the two preceding sentences) with the Share Value of the
Participant's Account determined as of the date of the Participant's
retirement, death or Total and Permanent Disability and the greater of such
values shall, thereafter, be deemed the Dollar Value of the Participant's
Account determined as of the date the Participant's status as a member of the
Board of Directors of Mark IV is terminated on account of the Participant's
death, retirement or Total and Permanent Disability.  Thereafter, the Dollar
Value (as determined pursuant to the preceding sentence) of the Account of a
Participant whose status as a member of the Board of Directors of Mark IV has
been terminated on account of his death, retirement or suffering of a Total
and Permanent Disability, shall be credited with interest for the period
beginning on the date the Participant's status as a member of the Board of
Directors of Mark IV is terminated as a result of his death, retirement or
Total and Permanent Disability and ending on the date the value of the
Participant's Account is distributed. For each Plan Year or portion thereof
which elapses during the period beginning on the date a Participant's status
as a member of the Board of Directors of Mark IV is terminated on account of
his death, retirement or Total and Permanent Disability and ending on the date
the value of the Participant's Account is distributed, the interest rate which
shall be applied to the Dollar Value of the Account of such Participant shall
be the Applicable Interest Rate as in effect for the immediately preceding
Plan Year.

      If a Participant's status as a member of the Board of Directors of Mark
IV is terminated for any reason prior to his death, retirement or suffering of
a Total and Permanent Disability, the Share Value of the Participant's
Account, if any, shall be determined as provided in Section 3.05 hereof, and
the Committee shall compare the Dollar Value of the Participant's Account

10

determined as of the end of the immediately preceding calendar month with the
Share Value of the Participant's Account as of the end of such immediately
preceding calendar month, and the greater of such values shall, thereafter, be
deemed the Dollar Value of such Participant's Account determined as of the
date the Participant's status as a member of the Board of Directors of Mark IV
is terminated.  Thereafter, the Participant's Account shall be credited with
interest during the period beginning on the date the Participant's status as a
member of the Board of Directors of Mark IV is terminated and ending on the
last day of the calendar month ending immediately before the calendar month in
which the Participant's Account is distributed.  The amount of such interest
for any such period shall be equal to the Applicable Interest Rate for the
immediately preceding Plan Year multiplied by the Dollar Value of the
Participant's Account determined as of the end of the immediately preceding
Plan Year.

      Upon a termination of the Plan as permitted by Section 6.02 hereof, the
Committee shall increase the Dollar Value of each Participant's Account by an
amount equal to the amount of interest which would have been earned by the
Dollar Value of such Participant's Account determined as of the end of the
Plan Year ending prior to the effective date of termination of the Plan and
applying the Applicable Interest Rate for such immediately preceding Plan Year
to such Dollar Value for the period from the end of such Plan Year to the date
on which the termination of the Plan is effective.  In addition, if the Plan
is terminated as permitted by Section 6.02 hereof, the Committee shall
increase the Dollar Value of the Participant's Account by an amount equal to
the amount of interest, if any, which would have been earned by applying the
Applicable Interest Rate for the immediately preceding Plan Year (adjusted for
periods of less than one year) to each of the monthly allocations of salary or
wages, if any, made to the Participant's Account for the period between the
date such monthly allocation is made to the Participant's Account and the date
on which the termination of the Plan is effective.

      3.09  Allocation Does Not Vest Any Interest.  The fact that an amount is
credited to the Account of a Participant shall not vest in such Participant or
any Beneficiary any right, title or interest in any assets of Mark IV except
at such time or times and upon the terms and conditions herein provided.

      3.10  Statement of Account.  As soon as practicable following the end of
each Plan Year, the Committee shall deliver to each Participant a statement of
the Dollar Value and the Share Value of his Account including a statement of:
(a) the amount of the Participant's Compensation Deferral which is
attributable to the deferral of salary or wages and which has been allocated
to the Participant's Account for such Plan Year; (b) the amount of the
Participant's Compensation Deferral which is attributable to the Participant's
deferral of his bonus or other compensation which is to be allocated to the
Participant's Account as soon as practicable following the end of such Plan
Year; (c) the number of shares of Phantom Stock to be allocated to his Account
for such Plan Year; (d) the total Dollar Value of the Participant's Account
together with a statement of the interest to be allocated to such
Participant's Account for such Plan Year and, (e) the total Share Value, of
the Participant's Account.

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                                SECTION 4.
                               Distributions

      4.01  Retirement.  Every Participant shall retire for purposes of this
Plan upon the acceptance of his resignation from membership in the Board of
Directors of Mark IV.

      As soon as practicable following a Participant's retirement, the
Committee shall direct Mark IV to distribute to the Participant in one lump
sum payment in cash or by check drawn on an account containing sufficient
funds, an amount equal to the Dollar Value of the Participant's Account as
determined pursuant to Section 3.08 hereof.

      4.02  (a) Death  As soon as practicable following the death of a
Participant, the Committee shall direct Mark IV to distribute to any surviving
Beneficiary designated by the Participant, or, if none, to the Participant's
surviving spouse, or if neither to the Participant's estate, in one lump sum
payment in cash or by check drawn on an account containing sufficient funds,
an amount equal to the Dollar Value of the deceased Participant's Account as
determined pursuant to Section 3.08 hereof.

           (b)  Proof of Death   The Committee may require such proper proof
of death and such evidence of the right of any person to receive payment of a
deceased Participant's Account as the Committee may deem desirable.  The
Committee's determination shall be conclusive.

           (c)  Designation of Beneficiary   Each Participant may designate a
Beneficiary of his own choosing, and may in addition name a contingent
Beneficiary.  Such designation shall be made in a form satisfactory to the
Committee.  Any Participant may at any time revoke or change his Beneficiary
designation by filing written notice with the Committee.

      4.03  (a)  Disability.  As soon as practicable following the date it is
determined that a Participant suffers from a total and permanent disability,
the Committee shall direct Mark IV, to distribute and pay to the Participant
in one lump sum payment in cash or by check drawn on an account containing
sufficient funds, an amount equal to the Dollar Value of the Participant's
Account as determined pursuant to Section 3.08 hereof.

           (b)  Total and Permanent Disability.  For purposes of this Plan,
Total and Permanent Disability shall mean a presumably permanent physical or
mental condition of a Participant resulting from a bodily injury or disease or
mental disorder which renders him incapable of continuing in the employment of
the Employer or any Affiliate.

           (c)  Determination of Total and Permanent Disability.  The total
and permanent disability of any Participant shall be determined by a licensed
physician in accordance with uniform principles consistently applied, upon the
basis of independent medically determined evidence.

      4.04  Vesting.  Each Participant shall at all times have a 100% vested
interest in the entire Dollar Value and the entire Share Value of his Account.

12

      4.05  Distribution of Compensation Deferrals.  A Participant shall be
entitled to receive payment of all or any portion of the amount of his
Compensation Deferral for a Plan Year at the time or times specified in the
Deferred Compensation Election Form executed by the Participant with respect
to such Plan Year notwithstanding the fact that the Participant is an active
member of the Board of Directors of Mark IV at the time such payment is to be
made to the Participant.  As soon as practicable following the date specified
by the Participant in his Deferred Compensation Election Form (and, in no
event later than ten (10) days following such date), the Committee shall
distribute and pay to the Participant in one (1) lump sum payment in cash or
by check drawn on an account containing sufficient funds, the percentage,
specified in the Participant's Deferred Compensation Election Form, of the
Dollar Value or the Share Value, whichever is greater, of the Participant's
Compensation Deferral made in connection with such Deferred Compensation
Election Form. If a Participant's Deferred Compensation Election Form provides
for the partial payment to a Participant of the Participant's Compensation
Deferral, the Dollar Value and the Share Value of the Participant's
Compensation Deferral Account shall be reduced in an amount equal to the
percentage of the Compensation Deferral that is to be paid to the Participant.

      4.06  Termination of Board Membership and Distribution of Vested
Benefits.  Upon a Participant's voluntary or involuntary termination of his
status as a member of the Board of Directors of Mark IV other than by reason
of retirement, death or disability, the Dollar Value, as determined pursuant
to Section 3.08 hereof, of such Participant's Account shall be distributed to,
or in the case of the Participant's death, on behalf of, the Participant
within sixty (60) days following the date the Participant's status as a member
of the Board of Directors is terminated.  As soon as practicable after such
former Participant is entitled to distribution as provided in the preceding
sentence, the Committee shall direct Mark IV to distribute the Dollar Value of
the Participant's Account as determined pursuant to Section 3.08 hereof
together with any earnings thereon to such former Participant or his
Beneficiary in one lump sum payment in cash or by check drawn on an account
containing sufficient funds.

      At the time a former Participant is entitled to distribution, according
to its records, the Committee shall send, by registered or certified mail
directed to his address last known to the Committee, a notice informing him as
to his rights with respect to any amounts held for him and requesting
confirmation of his address and age.  Each Participant and former Participant
has the obligation to keep the Committee informed of his address.  In the
event the Committee is unable to locate such former Participant within four
(4) years, the amount held for his benefit shall be forfeited; provided,
however, if a claim is made by the Participant or his Beneficiary for the
forfeited amount, such amount shall be reinstated into his Account.


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      4.07  Right to Payment of Deferred Compensation.  Each Participant, upon
satisfying the requirements for payment and distribution of his Account
pursuant to the terms of this Plan shall have a valid and enforceable claim
against Mark IV for payment of the amount described in the applicable
provisions of this Plan.  Notwithstanding the foregoing, no Participant,
spouse or Beneficiary shall have any interest in any particular assets of Mark
IV by reason of the right to receive deferred compensation under this Plan and
any such Participant, spouse or Beneficiary shall have only the rights of a
general unsecured creditor of Mark IV with respect to any deferred
compensation payable under this Plan.

                                SECTION 5.
                              Administration

      5.01  The Committee.  The Board of Directors of Mark IV shall appoint an
administrative committee to administer the Plan as the plan administrator.
The Committee shall be the named fiduciary of the Plan with respect to Plan
administration.  The Committee shall consist of officers or other employees of
the Employer, or any other individuals, who shall serve at the pleasure of the
Board of Directors of Mark IV.  Any member may resign by delivering his
written resignation to the Board of Directors.  Vacancies arising by
resignation, death, removal or otherwise shall be filled by the Board of
Directors of Mark IV.  If at any time no members are currently serving as the
Committee, or if no Committee is appointed, the Board of Directors of Mark IV
shall be deemed to be the Committee.

      5.02  General Duties and Responsibilities.  The Committee shall
administer the Plan in accordance with its terms and shall have all powers
necessary to carry out the provisions of the Plan.  Any interpretation,
construction or determination made in good faith shall be final and
conclusive.  The Committee may correct any defect, supply any omission, or
reconcile any inconsistency in such manner and to such extent as shall be
deemed necessary or advisable to carry out the purpose of this Plan.  The
Committee as named fiduciary may employ attorneys, accountants and such other
advisors to advise it with respect to its duties and obligations as it deems
appropriate.

      5.03  Allocation and Delegation of Responsibilities.  As the named
fiduciary, the Committee may engage agents to assist it in carrying out its
functions hereunder.  The Committee members are expressly authorized to
allocate among themselves and/or delegate to other named persons or parties,
fiduciary responsibilities, other than Trustee responsibilities.  Appointments
and delegations shall be evidenced by a signed written document, which must be
retained with the other Plan documents.

      5.04  Bonding. The Committee shall be responsible for procuring bonding
for any persons dealing with the Plan or its assets as may be required by law
or by this Plan.



14

      5.05  Records, Reporting and Disclosure.  The Committee shall maintain
all the records necessary for the administration of the Plan.  The Committee
shall also be responsible for preparing and filing such annual reports and tax
forms as may be required by law.  The Committee shall furnish and/or make
available for inspection by each Participant covered under the Plan and to
each Beneficiary who is entitled to receive benefits under the Plan, such
information and reports as may be required by law.

      5.06  Expenses and Compensation.  The expenses necessary to administer
the Plan shall be borne by Mark IV and, if necessary, shall be reimbursed to
the Plan.  Expenses include, but are not limited to, those involved in
retaining necessary professional assistance from an attorney, an accountant or
an actuary.  The Employer shall furnish the Committee with such clerical and
other assistance as is necessary in the performance of its duties.  The
Committee, with the approval of the Employer, may receive reasonable
compensation for services rendered in administering this Plan, provided the
member performing the services is not a full-time employee of any Employer
maintaining this Plan.

      5.07  Information from Employer.  To enable the Committee to perform its
functions, the Employer shall supply full and timely information to the
Committee on all matters relating to the Compensation of all Participants,
their employment, their retirement, death, disability or termination of
employment, and such other pertinent facts as the Committee may require.  The
Committee is entitled to rely on such information as is supplied by the
Employer and shall have no duty or responsibility to verify such information.

      5.08  Multiple Signatures.  In the event that more than one person has
been duly nominated to serve on the Committee, one signature may be relied
upon by any interested party as conclusive evidence that the Committee has
duly authorized the action therein set forth and as representing the will of
and binding upon the whole Committee.  No person receiving such documents or
written instructions and acting in good faith and in reliance thereon shall be
obliged to ascertain the validity of such action under the terms of this Plan.
The Committee shall act by a majority of its members at the time in office and
such action may be taken either by a vote at a meeting or in writing without a
meeting.

      5.09  General Fiduciary Liability.  The Employer, its Board of
Directors, the Committee and any Fiduciary with respect to this Plan shall not
be liable for any actions taken or omitted by any of them except for such acts
involving gross negligence or willful misconduct of the party to be charged
and except as required by ERISA.  Nothing contained in this Section 5.09 shall
be deemed to release, discharge or otherwise limit the liability of Mark IV,
and any successor in interest to Mark IV for payment to Participants of the
amounts described in this Plan.


15

      5.10  Liability Insurance.  The Committee may purchase, as an authorized
expense of the Plan, liability insurance for the Plan and/or for its
Fiduciaries to cover liability or losses occurring by reason of the act or
omission of a Fiduciary, providing such insurance contract permits recourse by
an Insurer against the Fiduciary in the case of breach of fiduciary obligation
by such Fiduciary.  Any Fiduciary may purchase on behalf of himself, insurance
to protect himself in the event of a breach of fiduciary duty and the Employer
may also purchase insurance to cover the potential liability of one or more
persons who serve in a fiduciary capacity with regard to this Plan.

      5.11  Benefit Claims Procedures.  The Committee shall establish a
benefit claims procedure.  Such procedure shall provide for the filing of
claims for benefits, adequate notice in writing to any Participant or
Beneficiary whose claim for benefits has been denied, setting forth the
specific reasons for such denial and written in a manner calculated to be
understood by the Participant, and afford a reasonable opportunity to any
Participant whose claim for benefits has been denied for a full and fair
review by the Committee of the decision denying the claim.

                                SECTION 6.
            Amendment, Termination and Distribution of Accounts

      6.01  Amendment.  The Board of Directors of Mark IV shall have the right
at any time and from time to time without the consent of any Participant or
Beneficiary to amend, in whole or in part, any or all of the provisions of
this Plan.  No amendment to the Plan shall be effective to the extent that it
has the effect of decreasing the value of a Participant's Account or depriving
any Participant or the Beneficiary of any Participant of any vested portion of
his Account (whether payable to the Participant or his Beneficiary immediately
or in the future) under the terms of this Plan as in effect on the date of
such amendment.

      6.02  Termination. Notwithstanding anything to the contrary contained in
Section 6.01 hereof, Mark IV, by action of its Board of Directors, shall have
the right at any time to discontinue its allocations hereunder and to
terminate this Plan.  Upon complete termination of the Plan, whether by action
of the Board of Directors or otherwise, all Participants shall become fully
and non-forfeitably vested in the value of their respective Accounts.

      6.03  Distribution Upon Termination.  Notwithstanding anything to the
contrary contained in this Plan, as soon as practicable, but in no event later
than ten (10) days following the termination of the Plan, the Committee shall
direct Mark IV to pay to each Participant the entire value of the
Participant's Account, as determined pursuant to Section 3.08 hereof, in one
lump sum payment.  Upon termination of this Plan, Mark IV shall, no later than
ten (10) days following the effective date of termination of this Plan, pay to
each Participant the value of his Account (as described in the preceding
sentence) in one lump sum payment.

16

                                SECTION 7.
                               Miscellaneous


      7.01  No Rights Created by Plan - Terms of Employment Not Affected.
Neither the establishment of the Plan or Trust nor any modification hereof,
nor the creation of any fund or account, nor the payment of any benefits,
shall be construed as giving to any Participant, Beneficiary or other person
any legal or equitable right against the Employer or any officer or Employee
thereof, or the Trustee, or the Committee, except as herein provided.  Under
no circumstances shall participation in this Plan by an Employee constitute a
contract of continuing employment or in any manner obligate the Employer to
continue the services of an Employee.

      7.02  Participants Rights Unsecured. The Plan shall at all times be
entirely unfunded and no provision shall at any time be made with respect to
segregating any assets of Mark IV for payment of any distributions hereunder.
The rights of a Participant or his Beneficiary to receive a distribution
hereunder shall be an unsecured claim against the general assets of Mark IV
and neither the Participant nor his Beneficiary shall have any rights in or
against any specific assets of Mark IV.

      7.03  No Guaranty of Benefits.  Nothing contained in this Plan shall be
deemed to constitute a guaranty by Mark IV or any other entity or person that
the assets of Mark IV will be sufficient to pay the benefits hereunder.

      7.04  Execution of Receipts and Releases.  Any payment to any
Participant, or to his legal representatives or Beneficiary, in accordance
with the provisions of this Plan, shall to the extent thereof be in full
satisfaction of all claims hereunder against the Plan, and the Committee may
require such Participant, legal representative, or Beneficiary, as a condition
precedent to such payment, to execute a receipt and release therefor in such
form as it shall determine.

      7.05  Benefits Non-Assignable.  No benefit which shall be payable to any
person under this Plan, (including a Participant or his Beneficiary) shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void and no
such benefit shall in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts or any such person, nor shall it
be subject to attachment or legal process for or against such person, and the
same shall not be recognized by the Committee, except to such extent as may be
required by law.

      7.06  Construed Under Applicable Federal Law and New York Law. This Plan
shall be construed according to applicable Federal
Law and the laws of the State of New York and all provisions hereof shall be
administered according to such laws.


17


      7.07  Masculine Gender to Include Feminine; Singular to Include Plural.
Wherever any words are used herein in the masculine gender they shall be
construed as though they were also used in the feminine gender in all cases
where they would so apply, and wherever any words are used herein in the
singular form, they shall be construed as though they were also used in the
plural form in all cases where they would so apply.

      7.08  Heading No Part of Plan.  Heading of sections and subsections of
this instrument are inserted for convenience of reference only.  They
constitute no part of this Plan are not to be construed in the construction
hereof.

      7.09  Counterparts.  This instrument may be executed in several
counterparts, each of which shall be deemed an original, and said counterparts
shall constitute but one and the same instrument and may be sufficiently
evidenced by any one counterpart.

           IN WITNESS WHEREOF, the Mark IV Industries, Inc. has caused this
Plan to be executed as of the 26th day of April, 2000.


                                        MARK IV INDUSTRIES, INC.



                                        /s/ Richard L. Grenolds
                                        -----------------------
                                        Richard L. Grenolds