MEMORANDUM

TO:        File
FROM:      John Pinti

SUBJECT:   Non-Qualified Supplemental Executive Retirement Plan
("SERP") Covering Officer-Employees of Berwick Industries, Inc.
(the "Company") and its Subsidiaries in the United States

DATE:             November 18, 1996

1.       With the approval of the Company's Executive Committee, effective
         January 1, 1996, a SERP is instituted covering the officers of the
         Company and its subsidiaries in the United States who are also
         employees hereof.

2.       Commencing with the calendar year 1996, the Company will, for each year
         in which the Company makes a Profit Sharing contribution to the Berwick
         Industries, Inc. 401(k) Retirement Plan or such other profit sharing
         plan then maintained for the benefits of the employees of the Company
         (the "Plan"), incur and accrue on its books as a liability to each
         such officer of the Company, an amount equal to the product of (x) the
         percentage then used in deriving the dollar amount approved by the
         Company's Board of Directors as the Company's contribution to the Plan
         for such calendar year, and (Y) the difference between each such
         Company officer's total cash compensation for such calendar year and
         the dollar amount of the compensation limitation imposed by section
         401(a) (17) of the Internal Revenue code of 1986, as amended.

3.      The accruals on the Company's books required by paragraph "2" above will
        be entered on the books of the Company for the benefit of each such
        officer on the same basis that accruals are entered on the books of the
        Company for its Plan participants;

4.      The amounts so accrued on the books of the Company as required by
        paragraph "2" above shall thereafter be adjusted to reflect the
        performance of the investments selected for the Plan by the participant,
        at the same time and as if such accrued amounts had been invested in the
        Plan during such period;

5.       All accrued amounts due to such an officer pursuant to the SERP shall
         be deemed vested and payable in accordance with and pursuant to the
         pertinent provisions of the Plan;

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6.       All amounts payable by the Company to any officer (or to his or her
         designated beneficiary in the event of such officer's death) for whose
         benefit amounts have been accrued on the Company's books under the
         provision of the SERP shall represent an unsecured debt of the Company
         and the Company shall not be required to escrow or otherwise segregate
         any money or other property on account of its obligation hereunder; and

7.       Nothing herein contained shall be construed to affect the status or
         nature of the employment with the Company of each officer covered by
         the SERP and such employment shall continue to be an employment at
         will, unless otherwise expressly provided in writing between the
         Company and such officer.

8.       Each officer-employee of the Company shall as a condition precedent to
         entitlement of SERP participation execute and deliver to the Company a
         form of designation of beneficiary of the SERP amount which has been
         accrued for such officer's benefit in the event of his or her death, an
         acknowledgement of receipt of a copy of this memorandum and an
         agreement to be bound by the provisions hereof.


                                   

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