EXHIBIT 99.5
COMMERCIAL INTERTECH
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Don E. Tucker
Senior Vice President

                                                     May 18, 1992

Mr. Bruce C. Wheatley
7959 Oakridge Drive
Mentor, OH 44060

Dear Bruce:

  This will confirm the employment offer by Commercial Intertech to you which we
discussed this week. Your base salary will be $200,000 per year and employment
will commence July 1, 1992. You will participate in Commercial's Salaried
Employee Incentive Plan with a target amount of 30% of your base salary and a
maximum annual award of 45% of that salary. For fiscal 1992, which ends October
31, 1992 you will participate pro rata, i.e., you will receive one-third of the
annual amount generated by the plan. I will discuss the details of the operation
of the plan at your convenience.

  Your position with Commercial will be Vice President, reporting to Paul
Powers, Chief Executive Officer. As corporate officers must be elected by the
Board of Directors this action will be recommended to our board as soon as
practicable after your acceptance. Your responsibilities will be as explained to
you in our several conversations. Basically, these encompass the administrative
areas of the Company except legal and corporate secretarial and include employee
relations, labor relations, safety and security, salary administration, office
management, corporate communications, advertising, public relations and
shareholder relations.

  Commercial will pay your initiation fees for The Youngstown Country Club and
The Youngstown Club. The stock which must be purchased in the country club in
order to be a golfing member must be paid for by you (approximately $800) and
the Certificate will be issued in your name, to be sold by you if and when you
leave the club. Dues for both clubs will also be paid by Commercial, although
assessments will be your expense.

 
  You will be eligible for an automobile pursuant to the Company's executive
leased auto program. I will also explain the details of this program at your
convenience.

  A grant of 2500 restricted shares of Commercial Intertech Common stock will be
made to you conditioned only upon your continued employment by the Company for
five years. Another 2500 restricted shares, conditioned on continued employment,
but also conditioned upon the Company achieving certain objectives during the
five year restricted period, will be granted to you around the first of the
year. During the five year restricted periods you will receive dividends and
vote the shares, although the share certificates will be legended and held in
escrow by our Corporate Secretary. You will also be granted a non-qualified
stock option for 5000 shares of Commercial stock for ten years, exercisable one-
half in two years and one-half in three years. The price will be the fair
market value on the date of the grant. Both the restricted share awards and the
stock options must be authorized by the Compensation Committee of the Board of
Directors and recommendations will be made to that committee upon your
acceptance of the offer.

  Commercial agrees to employ you for three years providing you liquidated
damages of one year's base salary in the event you are terminated for any reason
other than cause during that time. You also will be provided a severance
compensation agreement guaranteeing you two year's compensation in the event you
are terminated after a change in control of the Company.

  You will participate in Commercial's various benefit programs as soon as your
eligibility can be established. Among these programs are our 401(k) and non-
qualified savings and stock purchase plan through which the company will match,
at $.50 per $1.00 up to six per cent of your base pay if you choose to
participate. You will be eligible for four week's vacation annually.
Supplemental pension benefits will provide you with a "full" pension at age 65
although you will at that time have accrued only 15 years of the 25 years
required under Commercial's current pension plan for a "full" pension of 50% of
salary less 50% primary social security.

  You have been provided information concerning Commercial's benefits and I will
be glad to answer any questions you may have about these programs.

 
  One last point. As we discussed, it will be necessary for you to complete a
full physical examination to the satisfaction of our company physician before
you can be employed. Therefore, this offer is conditioned upon the satisfactory
completion of such a physical.

 Bruce, I hope you find this proposal acceptable. I look forward to your coming
aboard.

                                          Very truly yours,

                                          /s/ Don E. Tucker


Accepted and agreed to this 21st day of May, 1992.

                                         /s/ Bruce C. Weatley