EXHIBIT 10.1

                   DESCRIPTION OF GENERAL SIGNAL CORPORATION
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                          INCENTIVE COMPENSATION PLAN
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    The General Signal Corporation Incentive Compensation Plan provides that key
 employees of the Corporation may be awarded bonuses determined annually by the
 Personnel and Compensation Committee (the "Committee"). Executive officers,
 unit presidents and senior staff managers throughout the Corporation are
 eligible for participation in the Incentive Compensation Plan.

    The Committee sets target awards using information from peer group and 
national compensation surveys and approves corporate and business unit 
performance goals. Each participant is assigned a competitive "target" 
percentage of base salary based on the individual's salary grade level.

    The current basis for award payments is corporate and business unit 
performance as measured by economic value added, which equals the dollar amount
arrived at by taking net operating profit after tax, adjusting for certain 
noncash elements included therein, and subtracting a charge for the use of 
capital needed to generate that profit. The bonuses awarded to the executive 
officers reflect the achievement of consolidated unit and corporate performance 
goals, and the bonuses awarded to unit presidents reflect the performance of 
their individual units.

    The actual awards determined by the Committee for the Chief Executive 
Officer and other individuals who are named in the Summary Compensation Table of
the Corporation's Annual Proxy Statement to Shareholders for any year are made 
under the Corporation's Senior Executive Incentive Compensation Plan.