SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

SUDBURY, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

SUDBURY, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
Not Applicable

(2) Aggregate number of securities to which transaction applies:
Not Applicable

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
Not Applicable

(4) Proposed maximum aggregate value of transaction:
Not Applicable

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:
Not Applicable

(2) Form, schedule or registration statement no.:
Not Applicable

(3) Filing party:
Not Applicable

(4) Date filed:
Not Applicable
2

SUDBURY, INC.
30100 Chagrin Boulevard
Suite 203
Cleveland, Ohio 44124

---------------------

NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS

---------------------

To our Stockholders:

You are cordially invited to attend the 1995 Annual Meeting of Stockholders
of Sudbury, Inc. to be held at The Forum Conference and Education Center, One
Cleveland Center, 1375 East Ninth Street, Cleveland, Ohio, on Thursday,
September 28, 1995 at 9:00 a.m., local time. For your convenience, directions to
the meeting site are shown on the bottom half of your voting card.

Stockholders will vote upon the following matters either by proxy or in
person:

1. Election of a board of seven directors to hold office until the next
annual meeting of stockholders and until their respective successors have
been elected or appointed;

2. Approval of the Sudbury, Inc. 1995 Stock Option Plan;

3. Ratification of the appointment of Ernst & Young LLP as independent
auditors for Sudbury, Inc. for fiscal year ending May 31, 1996; and

4. Transaction of any other business as may properly come before the
meeting or any adjournment thereof.

Stockholders of record at the close of business on August 4, 1995 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
If you attend the meeting, you may vote in person if you wish, even though you
have previously returned your proxy.

By Order of the Board of
Directors

Mary C. Farrar
Secretary

Cleveland, Ohio
August 22, 1995

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN
AND DATE THE ACCOMPANYING PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
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SUDBURY, INC.
30100 Chagrin Boulevard
Suite 203
Cleveland, Ohio 44124

---------------------

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

SEPTEMBER 28, 1995

This Proxy Statement is furnished to stockholders in connection with the
1995 Annual Meeting of Stockholders of Sudbury, Inc. (the "Company") to be held
on September 28, 1995 or any adjournment thereof. The accompanying proxy is
solicited on behalf of the Board of Directors of the Company and will be voted
in accordance with your instructions if it is returned properly executed. Unless
contrary instructions are indicated on the proxy form, your shares will be voted
as recommended by the Board of Directors. The Board of Directors does not
anticipate that any matters, other than those set forth herein, will be brought
before the Annual Meeting. If, however, other matters are properly presented,
the persons named on the proxy will have discretion to vote on such matters.

A stockholder giving a proxy may revoke it at any time before it is
exercised by filing a revocation with the Secretary of the Company, by duly
executing a proxy bearing a later date, or by notifying the Company in open
meeting. Attendance at the Annual Meeting will not in itself revoke a proxy.

This Proxy Statement and the accompanying proxy form are scheduled to be
mailed to stockholders of the Company beginning on August 22, 1995, the date of
this Proxy Statement. The mailing address of the principal executive offices of
the Company is 30100 Chagrin Boulevard, Suite 203, Cleveland, Ohio 44124.

INFORMATION AS TO VOTING SECURITIES

VOTING RIGHTS

Stockholders of record at the close of business on August 4, 1995 are
entitled to vote in person or by proxy at the Annual Meeting or at any
adjournment thereof. On that date, there were 10,238,551 shares of the Company's
common stock, par value $.01 per share ("Common Stock") outstanding, which are
the only voting securities of the Company. Each share of Common Stock
outstanding on the record date is entitled to one vote per share on each matter
to be acted upon at the meeting.

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QUORUM AND TABULATION OF VOTES

The presence, in person or by proxy, of the holders of record of a majority
of the Company's issued and outstanding stock is necessary to constitute a
quorum at this meeting. An automated system assists the Company's transfer agent
in the tabulation of votes cast.

The By-Laws of the Company provide that directors shall be elected by a
plurality vote. All other matters shall be determined by a majority of the votes
cast, except as otherwise provided by statute, the Company's Certificate of
Incorporation or its By-Laws.

If a share is represented for any purpose at the meeting, it is deemed to
be present for all other matters. Abstentions and shares held of record by a
broker or its nominee ("Broker Shares") that are voted on any matter are
included for purposes of determining whether a quorum is present. Votes
"withheld" from, or Broker Shares not voted for, director-nominee(s) will not
count against the election of such nominee(s). In all other matters, abstentions
will have the same effect as a vote against the proposal to which the abstention
applies, and Broker Shares which are not voted will not be treated as either a
vote for or a vote against any of the proposals to which such broker non-votes
apply.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the ownership of the
Company's Common Stock on August 4, 1995 of (i) beneficial owners known to the
Company of more than five percent of the outstanding shares of Common Stock;
(ii) each director and executive officer; and (iii) all directors and executive
officers as a group. Except as otherwise indicated, each owner has sole voting
and sole investment powers with respect to the stock listed.

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
----------------------------------------- ----------------------- ----------------

Pioneering Management Corporation
60 State Street
Boston, MA 02109 1,000,000(a) 8.2%
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202 617,000(b) 5.0%
Prudential Corporation plc
142 Holborn Bars
London, England ECIN 2NH 625,474(c) 5.1%
Cloyd J. Abruzzo, Director 15,000(d) *
Mark E. Brody, Vice President & Chief
Financial Officer 30,929(d)(e) *
Jerry A. Cooper, Director 15,000(d) *
Preston Heller, Jr., Director 5,000(d)(f) *
James A. Karman, Director 5,000(d) *
David A. Preiser, Director -0-(d) -0-

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NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
----------------------------------------- ----------------------- ----------------

Jacques R. Sardas, Chairman,
Chief Executive Officer, Director
Sudbury, Inc.
30100 Chagrin Blvd., Suite 203
Cleveland, OH 44124 1,989,343(d)(g) 16.2%
Thomas F. Slater, Director 40,000(d) *
All executive officers and directors
as a group (8 persons) 2,100,272(d) 17.1%
* Less than 1%

---------------

(a) Based on information contained in a report on Schedule 13G dated January 17,
1995 and filed with the Securities and Exchange Commission, ("SEC") by
Pioneering Management Corporation, a registered investment advisor.
(b) In a report on Schedule 13G dated February 14, 1995 and filed with the SEC,
T. Rowe Price Associates, Inc., a registered investment advisor, reported
sole power to dispose of 617,000 shares and sole voting power over 37,000
shares.
(c) Based on information contained in a report on Schedule 13G, dated March 7,
1995 and filed with the SEC by Prudential Corporation plc on behalf of its
subsidiary, Prudential Portfolio Managers Ltd., a registered investment
advisor.
(d) Information concerning beneficial ownership of shares is based in part on
information provided by each executive officer and director.
(e) Includes 929 shares held by the Sudbury Savings and Profit Sharing Plan as
of May 31, 1995 for the account of Mr. Brody and shares Mr. Brody is deemed
to own by virtue of currently exercisable options to purchase 30,000 shares.
(f) Held in the estate of Carolyn Heller, of which Mr. Heller is Executor. Mr.
Heller disclaims beneficial ownership of these shares.
(g) Includes 346 shares held by the Sudbury Savings and Profit Sharing Plan as
of May 31, 1995 for the account of Mr. Sardas and shares Mr. Sardas is
deemed to own by virtue of currently exercisable options to purchase
1,988,997 shares. See also --"CEO Employment Arrangements".

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ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The Company's By-laws, as amended, provide that the number of directors of
the Company shall number up to seven persons. The Board of Directors has set the
number of directors at seven and has nominated the following seven candidates to
serve as directors of the Company until the 1996 Annual Meeting of Stockholders
and until their successors are elected and qualified: Cloyd J. Abruzzo, Jerry A.
Cooper, Preston Heller, Jr., James A. Karman, David A. Preiser, Jacques R.
Sardas and Thomas F. Slater. All of the nominees are presently directors of the
Company. The Company expects that each of the nominees will be available for
election. In the event that any of the nominees becomes unavailable for
election, the proxies will be voted for the election of such person, if any, as
shall be recommended by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" EACH OF THE PROPOSED NOMINEES.

NAME AND PRINCIPAL OCCUPATION AT PRESENT AND FOR THE PAST FIVE YEARS;
DIRECTORSHIPS
Cloyd J. Abruzzo, Age 45

Mr. Abruzzo became a Director of the Company in
September, 1992. Since July, 1993, Mr. Abruzzo has been
President of Stoneridge, Inc., a group of companies whose
principal activities include the design and manufacture of
power and signal distribution systems and electro-mechanical
and electronic components for the automotive and transportation
industries. Before being elected President, Mr. Abruzzo served,
since 1984, as the Vice President and Chief Financial Officer
of Stoneridge. In July, 1994 Mr. Abruzzo was elected to serve
on the Board of Directors of Second National Bank of Warren, a
financial services company.

Jerry A. Cooper, Age 56

Mr. Cooper became a Director of the Company in August,
1993. Since July, 1993, Mr. Cooper has been a member of the
Board of Directors, President and Chief Executive Officer of
Defiance, Inc., an integrated supplier of products,
engineering, design testing and services to original equipment
manufacturers in the domestic transportation industry. From
1990 through March of 1993, Mr. Cooper was President and Chief
Executive Officer of Bettcher Manufacturing Corporation, a
metal forming company. From 1977 to 1990 Mr. Cooper served as
President and General Manager of Mather Seal Corporation, a
subsidiary of Federal Mogul Corporation, specializing in high
performance rotary shaft seals, piston rings and liners.

Preston Heller, Jr., Age 66

Mr. Heller became a Director of the Company in September, 1993.
Since 1983, Mr. Heller has served as the Chairman and, until
March 1995, was the Chief Executive Officer of Pioneer-Standard
Electronics, Inc., an industrial distributor of electronic
components, computer and peripheral systems products. Mr. Heller
has served as a Director of Pioneer-Standard since 1969 and as a
Director of National City Bank, a financial services company,
since January, 1994.

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James A. Karman, Age 58

Mr. Karman became a Director of the Company in October,
1993. Since 1978, Mr. Karman has served as President and Chief
Operating Officer, and since 1963, as a member of the Board of
Directors of RPM, Inc., a worldwide producer of specialty
chemicals, coatings and sealants for industrial and consumer
markets. Since 1990, Mr. Karman has been a Director of McDonald
& Company Securities, Inc., a regional investment banking
company. In January 1995, Mr. Karman was elected to serve on
the Board of Directors of Shiloh Industries, Inc., a supplier
of steel blanks, stampings and processed steel to automotive,
appliance and other industrial manufacturers.

David A. Preiser, Age 38

Mr. Preiser became a Director of the Company in
September, 1992. Since 1990, Mr. Preiser has been affiliated
with Houlihan, Lokey, Howard & Zukin, a financial advisory and
investment banking firm specializing in financial
restructuring. Mr. Preiser currently holds the position of
Managing Director of that firm. From 1985 to 1990, Mr. Preiser
held the position of Vice President of Eastern Properties, Inc.
and Vice President of Toll Brothers, Inc., both of which are
real estate investment, development and construction companies.
Mr. Preiser also serves as a Director on the Boards of NVR,
Inc., a home-building firm and JoS. A. Bank Clothiers, Inc.,
specializing in men's and women's retail clothing. Jacques R.

Sardas, Age 64

Mr. Sardas became a Director, President and Chief
Executive Officer of the Company in January, 1992. He was
elected Chairman of the Board of Directors and Treasurer in
January, 1993. Mr. Sardas was affiliated for 34 years with
Goodyear Tire and Rubber Company, which develops and sells
tires domestically and abroad. He was a member of Goodyear's
Board of Directors and served that company in many capacities
including -- Executive Vice President of the Company, President
of Goodyear International, President of North American
Operations, and President and Chief Operating Officer -- Tires.

Thomas F. Slater, Age 51

Mr. Slater became a Director of the Company in
December, 1992. Since 1979, Mr. Slater has been President and
Chief Executive Officer of Actron Manufacturing Company, which
designs, manufactures and markets automotive testing equipment.
Since 1985, Mr. Slater has been a Director of Oatey Company, a
maker of specialty plumbing and automotive repair hardware. Mr.
Slater also serves as a Director of MJM Industries, Inc., a
manufacturer of speciality electrical connectors. From 1992 to
1994 Mr. Slater served as a Director of AEXCEL, Inc., a
manufacturer of specialty paints.

ADDITIONAL INFORMATION CONCERNING
THE BOARD OF DIRECTORS

COMMITTEES AND MEETINGS

The Company's Board of Directors held six regularly scheduled meetings and
four special meetings during the fiscal year ended May 31, 1995. The Board has
designated several standing

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Committees described below. Attendance by directors at meetings of the Board and
Committees on which they served averaged over 95%. All directors attended 75% or
more of these meetings.

The Audit Committee The function of the Audit Committee is to provide
assistance in fulfilling the Company's responsibility to stockholders, potential
stockholders and the investment community in matters relating to corporate
accounting, reporting practices of the Company and the quality and integrity of
the financial reports of the Company. The members of the Audit Committee are all
non-employee directors: Cloyd J. Abruzzo, Chairman, Jerry A. Cooper, James A.
Karman and David A. Preiser. The members held three meetings and consulted
informally on other occasions during fiscal 1995.

The Compensation Committee The functions of the Compensation Committee are
to provide guidance and approval for all executive compensation and benefit
programs, as well as to designate those employees of the Company who will
receive grants of stock options under the Company's stock option plan. The
members of the Compensation Committee are all non-employee directors: Thomas F.
Slater, Chairman, Cloyd J. Abruzzo, Jerry A. Cooper and Preston Heller, Jr. The
Compensation Committee held six meetings and consulted informally on other
occasions during fiscal 1995.

The Nominating Committee The function of the Nominating Committee is the
selection and nomination of candidates to fill vacancies on the Board as they
occur and to recommend to the Board a slate of nominees for election as
directors at the Company's Annual Meeting of Stockholders. The Nominating
Committee will consider nominations received by security holders in accordance
with procedures to be determined upon any such recommendation. The members of
the Nominating Committee are all non-employee directors: Preston Heller, Jr.,
Chairman, James A. Karman, David A. Preiser and Thomas F. Slater. The members
held one meeting and consulted informally on other occasions during fiscal 1995.

DIRECTOR COMPENSATION

Employee directors receive no additional compensation for service on the
Board of Directors. A director who is not an employee of the Company receives an
annual cash retainer of $20,000 payable in four quarterly installments.
Additionally, non-employee Directors receive $1,200 for each Board meeting
attended in person, $600 for participating in formal telephonic meetings of the
Board and reimbursement of expenses incident to their service. Directors who
undertake special consulting projects on behalf of the Company or its Board of
Directors are entitled to receive remuneration for their services at a per diem
rate of $1,000. No such special project fees were paid to any Director in fiscal
1995.

Effective September 12, 1994 the Board of Directors adopted the Sudbury,
Inc. Directors' Deferral Plan (the "Plan") for the benefit of non-employee
directors. Pursuant to the Plan, outside directors may elect to defer until a
specified date or retirement from the Board, all or any part of their retainer
or meeting fees into a cash and/or stock equivalent account established by the
Company for their benefit.

The Company pays interest on compensation deferred into the cash account at
a rate based on the rate of interest paid by the Company on its senior revolving
credit facility. The interest rate currently paid is 9.75% per year.
Compensation deferred to the stock account during any

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calendar quarter is converted into stock equivalent units by dividing the total
amount of deferred compensation by the market price, as defined in the Plan, of
the Company's Common Stock on the last business day of that quarter. At the end
of the deferral period, the Company will pay to the director an amount in cash
equal to the number of accumulated stock equivalent units multiplied by the
market price of the Company's Common Stock on the last business day of the
calendar quarter immediately prior to the day on which the deferral period ends.

Deferred amounts and accrued interest may be paid in a lump sum or
installments commencing upon the date specified by the director or the
director's retirement from the Board.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE MANAGEMENT COMPENSATION

In accordance with its charter and pursuant to authority granted by the
Board, the Compensation Committee of the Board of Directors (the "Committee") is
responsible for approving the Company's cash and non-cash compensation for its
executive officers and making recommendations to the Board of Directors with
respect to the establishment of the Company's executive compensation plans and
programs. The Committee also administers the Company's stock option plans. The
Committee is composed exclusively of independent, non-employee directors who are
not eligible to participate in any of the Company's executive compensation
programs.

The Company's executive compensation program is designed to provide (i)
fair compensation to executives based on their responsibilities and their
achievements of annually established goals and (ii) incentives which develop a
sense of Company ownership and commitment to attaining long-term profitable
operations of the Company's business. The Committee believes that its policies
are best implemented by providing compensation comprised of separate components,
all of which are designed to motivate executive performance. These components
are: base salary, short-term incentive compensation(bonus) and long-term
incentive compensation (stock options).

In setting executive compensation practices for the Company, the Committee
compares the executive compensation program with other companies' compensation
programs for executives with similar responsibilities. The Committee uses
surveys prepared by independent consulting firms to provide comparative market
compensation data. The comparison groups surveyed include (i) businesses
included in the Company's peer group index and (ii) other manufacturing concerns
with comparable business lines and revenue levels.

The information below is provided with respect to the compensation of the
Company's executive officers including the Chief Executive Officer and the Vice
President and Chief Financial Officer, the only executive officers of the
Company designated as "named executive officers" on the Summary Compensation
Table.

CEO Compensation: Mr. Jacques R. Sardas, the Company's President and
Chief Executive Officer, is a party to an employment agreement confirmed as
part of the Company's Plan of Reorganization in 1992 ("1992 Employment
Agreement"). Pursuant to the 1992 Employment Agreement, Mr. Sardas is
employed as President and Chief Executive Officer of the

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Company through January 12, 1996 at an annual base salary of $360,000, as
adjusted to reflect cost of living increases.

Under the terms of the 1992 Employment Agreement, the Board of
Directors, upon recommendation of the Committee, established a target bonus
under the Company's Incentive Bonus Plan ("Bonus Plan") tied directly to
the Company's achievement of specific financial objectives. The financial
objectives set were based on minimum and maximum target levels relating to
the Company's net income (before bonuses) and cash flow. Under the Bonus
Plan and consistent with the 1992 Employment Agreement, Mr. Sardas was
entitled to bonus compensation equal to a percentage of his base salary
ranging from 20% to 50% if the financial objectives were achieved. However,
no awards would be paid if the specified minimum target levels were not
met. All such awards require Committee approval and are submitted by the
Committee to the Board of Directors for the Board's final approval.
Inasmuch as the Company exceeded the maximum target levels set for fiscal
1995, Mr. Sardas received bonus compensation of $184,860 or 50% of his base
salary.

Base Salary: In setting the annual salary for Mr. Brody, the Company's
Vice President and Chief Financial Officer and the Company's other
executive officers, the Committee reviewed the salaries recommended by the
Chief Executive Officer. The Committee formally recommended to the Board of
Directors, for its final approval, the appropriate level of cash
compensation for fiscal year 1995. Cash compensation levels were determined
upon subjective consideration of scopes of responsibility and comparison
with industry pay practices. In making the determination, such factors were
accorded equal relative importance.

Annual Incentive Bonus: Executive officers, including Mr. Brody, are
also eligible to earn an annual cash incentive bonus under the Bonus Plan.
The amount of each bonus for fiscal 1995 was determined as a fixed
percentage of each executive officer's base salary ranging from a minimum
of 15% up to a maximum of 45%. The determination of such bonus percentage
for each executive officer for fiscal 1995 was based upon the Committee's
subjective determination of each individual's level of responsibility and
accountability.

The annual incentive bonus is tied directly to the Company's
achievement of specific financial objectives. Each year, usually at its
August meeting, the Committee sets minimum and maximum target levels
relating to the Company's profit (before bonuses) and cash flow. No awards
are paid if the specified minimum target is not met. All awards require
Committee approval and are submitted by the Committee to the Board of
Directors for the Board's final approval.

At the close of fiscal year 1995, the Company had exceeded the maximum
target levels established at the beginning of fiscal 1995. Accordingly, the
Committee made incentive compensation awards to the participating
executives based on the factors described above.

Stock Options: Stock options may be granted by the Committee under the
Sudbury, Inc. 1990 Stock Option Plan and, subject to stockholder approval,
the Sudbury, Inc. 1995 Stock Option Plan, as described in Proposal No. 2
below. No stock options under the Company's 1990 Stock Option Plan were
awarded to executive officers during fiscal 1995. The Committee intends to
use stock options as a long-term incentive, having the dual purpose of
retaining and attracting superior-performing executives while, at the same
time, aligning the executives' interests with those of the Company's
stockholders.

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Compliance with Section 162(m) of the Internal Revenue Code: Section
162(m) of the Internal Revenue Code enacted in 1993 generally disallows a
tax deduction to a public corporation for compensation in excess of one
million dollars paid to a corporation's chief executive officer and four
other most highly compensated executive officers. Qualifying
performance-based compensation will not be subject to the limitations
provided certain requirements are met. The Committee and the Board of
Directors currently intend to structure the compensation of its executive
officers in a manner that is intended to ensure that the Company does not
lose any tax deductions because of the one million dollar compensation
limit. However, there can be no assurance that the various incentive and
performance-related elements of the Company's compensation arrangements
with its five highest paid executive officers will, in fact, qualify under
Section 162(m) of the Internal Revenue Code as performance-based
compensation excluded from such limitations.

COMPENSATION COMMITTEE

Thomas F. Slater, Chairman Cloyd J. Abruzzo
Jerry A. Cooper Preston Heller, Jr.

COMPENSATION COMMITTEE INTERLOCKS

No member of the Compensation Committee has interlocking relationships with
third parties which might be considered conflicts of interest.

CEO EMPLOYMENT ARRANGEMENTS

1992 Employment Agreement. Pursuant to the 1992 Employment Agreement, Mr.
Sardas is employed as President and Chief Executive Officer of the Company
through January 12, 1996. The Company and Mr. Sardas recently agreed to extend
Mr. Sardas' employment for two years beyond the expiration of the 1992
Employment Agreement pursuant to an employment agreement to be effective (except
as otherwise provided therein) January 13, 1996 (the "1996 Employment
Agreement"). The terms of Mr. Sardas' salary and bonus compensation arrangements
pursuant to the 1992 Employment Agreement are detailed above in the section
entitled "Compensation Committee Report on Executive Management
Compensation -- CEO Compensation." The material provisions of the 1996
Employment Agreement are described below.

Under the terms of the 1992 Employment Agreement, Mr. Sardas was granted
options to purchase 1,764,706 shares of the Company's Common Stock (the "1992
Options"), which equaled 15% of the assumed aggregate shares of Common Stock
outstanding at September 1, 1992. The 1992 Options are currently exercisable.
Under the terms of the 1992 Employment Agreement, Mr. Sardas also will receive
in cash 5% of any net fair market value of the Company (based on an independent
appraisal) in excess of $35 million as of January 12, 1996 ("Five Percent
Bonus").

If Mr. Sardas' employment is terminated for cause or Mr. Sardas voluntarily
terminates his employment, the Company is obligated to pay Mr. Sardas the
appraised value for the shares of Common Stock underlying the 1992 Options, less
the exercise price, and the amount due him under the Five Percent Bonus.

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Furthermore, in May 1994, the Company reached an agreement in principle
with Mr. Sardas and in July 1994, entered into a settlement agreement providing
that under the terms of the 1992 Employment Agreement and a related stock option
agreement, he is entitled to certain anti-dilution protection arising from the
issuance of Participation Certificates under the Company's Plan of
Reorganization. Under the agreement, Mr. Sardas was issued options evidencing
his right to purchase, in the aggregate, 479,893 shares of Common Stock which
amount is equivalent to 15% of the total of the (i) underlying shares of Common
Stock reserved for issuance under the Participation Certificates and (ii) the
options issued under this agreement. Mr. Sardas was issued options, which are
currently exercisable, to purchase (y) 109,270 shares of Common Stock, having an
exercise price per share of $3.17 and expiring September 1, 1996, and (z)
115,021 shares of Common Stock, having an exercise price per share of $5.69 and
expiring September 1, 1999. Mr. Sardas also was issued options to purchase
255,602 shares of Common Stock, having an exercise price per share of $5.015,
which are exercisable beginning January 12, 1996 and which expire on September
1, 2002.

1996 Employment Agreement. In July 1995, the Company and Mr. Sardas entered
into the 1996 Employment Agreement. Pursuant to the terms of the 1996 Employment
Agreement, Mr. Sardas will continue as the Company's Chairman and Chief
Executive Officer until such time as the Board of Directors of the Company
selects a new Chief Executive Officer (not prior to January 13, 1996). Upon the
selection by the Board of Directors of a new Chief Executive Officer, Mr. Sardas
will continue as Chairman of the Board of Directors of the Company through the
expiration of the 1996 Employment Agreement on January 12, 1998. Mr. Sardas'
base salary will be $500,000 per annum for the longer of the first year of the
1996 Employment Agreement, or until such time as a new Chief Executive Officer
of the Company is selected. At such time as a new Chief Executive Officer is
selected (but not prior to January 13, 1997), Mr. Sardas' base salary will be
reduced to $250,000 per annum.

Under the terms of the 1996 Employment Agreement, Mr. Sardas is entitled to
a bonus of up to 60% of his aggregate base salary based upon the achievement of
targets under the Company's Bonus Plan established by the Board of Directors
upon consultation with Mr. Sardas no later than August 31 of each year.

In the event Mr. Sardas' employment is terminated without cause under the
1996 Employment Agreement, Mr. Sardas will receive his base salary at the rates
provided for in the agreement in addition to any bonus to which he is entitled
as described above.

Further, under the 1996 Employment Agreement, Mr. Sardas has the right to
sell to the Company the Common Stock underlying the 1992 Options in five
approximately semi-annual installments commencing February 7, 1996, through
January 13, 1998 (with the right under certain circumstances to defer no more
than one installment at a time to the next installment date). The purchase price
for the Common Stock underlying the 1992 Options is the fair market value (as
defined in the 1996 Employment Agreement) of such shares. Mr. Sardas may decline
to tender such shares, in which event the Company will have no further
repurchase obligations with respect thereto.

Pursuant to the 1996 Employment Agreement, the Company granted to Mr.
Sardas under the Company's 1995 Stock Option Plan ("Plan"), options to purchase
200,000 shares of the Company's Common Stock, subject to Stockholder approval of
the Plan at the Annual Meeting.

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Such options were granted at an exercise price of $7.625, the market price on
the date of grant. The options vest in equal installments on January 13, 1996,
and January 13, 1997, and expire on July 28, 2000.

CHANGE OF CONTROL
AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

The Board authorized the implementation of a severance arrangement that
will provide that in the event the employment of Mr. Brody, the Company's Vice
President and Chief Financial Officer, is terminated by the Company (or its
successor) without cause or by Mr. Brody for good reason (a reduction in
compensation, a diminution in job responsibilities, or a required relocation
outside of the greater Cleveland area), within one year after a change of
control of the Company, Mr. Brody will be entitled to twenty-four months'
severance compensation. The Board also authorized the implementation of an
agreement with Mr. Brody providing him, under certain circumstances, with twelve
months' severance compensation in the event that his employment is terminated by
the Company (other than in the event of a change in control).

SUMMARY COMPENSATION TABLE

The following table provides a summary of annual and long-term compensation
during the last three fiscal years for the Chief Executive Officer and all other
executive officers of the Company whose annual salary exceeded $100,000
(hereinafter, referred to collectively as the "named executive officers").

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION (A) ------------
------------------------------------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
NAME AND FISCAL COMPEN- OPTIONS/ COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION SARS#(E) SATION
----------------------- ---- -------- -------- ------- ----------- -------

Jacques R. Sardas 1995 $369,720 $184,860 (b) 479,893(c) (b)
Chairman, Chief 1994 $369,720 $184,860 (b) -0- (b)
Executive Officer, 1993 $360,000 $180,000 (b) 1,764,706(d) (b)
President and
Treasurer
Mark E. Brody 1995 $115,000 $ 51,750 (b) -0- (b)
Vice President/ 1994 $100,000 $ 45,000 (b) -0- (b)
Chief Financial 1993 $ 85,833 $ 36,300 (b) 30,000 (b)
Officer

---------------

(a) Includes amounts earned in the specified fiscal year, whether or not
received during such fiscal year.

(b) The aggregate amount of all other compensation was less than the lesser of
$50,000 or 10% of the annual salary and bonus reported for the named
executive officers.

(d) Granted pursuant to an employment agreement between Mr. Sardas and the
Company. See also -- "CEO Employment Arrangements".

(e) The Company has not granted any restricted stock or stock appreciation
rights.

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OPTION GRANTS AND OPTION EXERCISES

The Compensation Committee did not grant stock options under the Company's
1990 Stock Option Plan to any of the named executive officers of the Company in
fiscal 1995. However, stock options were granted to Mr. Sardas pursuant to the
terms of an agreement between Mr. Sardas and the Company. See also -- "CEO
Employment Arrangements."

The following table shows all options granted to any of the named executive
officers in fiscal 1995 and the potential value at stock price appreciation
rates of 5% and 10%, over the term of the options. The 5% and 10% rates of
appreciation are required to be disclosed by the SEC and are not intended to
forecast possible future actual appreciation, if any, in the Company's stock
prices.

INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK
SECURITIES OPTIONS/SARS EXERCISE MARKET APPRECIATION FOR OPTION
UNDERLYING GRANTED TO OR BASE PRICE ON TERM
OPTIONS/SARS EMPLOYEES IN PRICE DATE OF EXPIRATION ------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) GRANT DATE 5%($) 10%($)
------------------ ------------ ------------ -------- -------- ---------- ---------- ----------

Jacques R. Sardas 109,270 18.4% $ 3.17 $6.875 9-01-96 $485,704 $571,071
115,021 19.3 5.69 6.875 9-01-99 359,475 630,936
255,602 42.9 5.015 6.875 9-01-02 1,326,527 2,520,095

The following table sets forth information for all exercises of stock
options by each of the named executive officers and the number and value of
unexercised in-the-money options at May 31, 1995. The actual amount, if any,
realized upon exercise of stock options will depend upon the amount by which the
market price of the Company's Common Stock on the date of exercise exceeds the
exercise price. There is no assurance that the values of unexercised
in-the-money stock options reflected in this table will be realized.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1995
AND FISCAL YEAR END OPTION/SAR VALUES

NUMBER OF SECURITIES VALUE OF SECURITIES
UNDERLYING UNEXERCISED UNDERLYING UNEXERCISED
OPTIONS/SARS AT FISCAL YEAR IN-THE-MONEY OPTIONS/SARS
SHARES VALUE END (#) AT FY-END ($)
ACQUIRED ON REALIZED ----------------------------- -----------------------------
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------- ------------- --------- ----------- ------------- ----------- -------------

Jacques R. Sardas -0- -0- 1,988,997 255,602 $12,158,603 $ 411,519
Mark E. Brody -0- -0- 30,000 -0- $ 86,250 -0-

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PERFORMANCE GRAPH

Set forth below is a graph comparing the total stockholder returns of the
Company, the Standard & Poor's 500 Composite Stock Index ("S&P 500"), and an
industry peer index compiled by the Company on the basis of similar business
lines, sales and total assets. The corporations making up the Company's peer
group of companies are ABS Industries, Inc., Acme-Cleveland Corporation, Federal
Screw Works, Gehl Company, Intermet Corporation, Lamson & Sessions Co.,
Park-Ohio Industries, Inc., Standard Products Company and Walbro Corporation.
The peer group consolidation was done on a weighted average basis (market
capitalization basis, adjusted at the end of each quarter). The graph assumes
$100 invested on June 1, 1990 in the Common Stock of the Company and each of the
other indices.

COMPARISON OF CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100 AND REINVESTMENT OF DIVIDENDS

MEASUREMENT PERIOD
(FISCAL YEAR COVERED) SUDBURY INC. S & P 500 PEER GROUP

1990 100 100 100
1991 12 114 77
1992 8 124 124
1993 7 138 137
1994 8 142 135
1995 8 172 125

The graph set forth above was prepared based on requirements established by
the SEC. As depicted above the cumulative total return on the Company's Common
Stock was adversely impacted by the deteriorating financial condition and
ultimate reorganization of the Company which occurred in 1992.

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16

The graph set forth below depicts the cumulative total return on the
Company's Common Stock that would have been achieved if $100 had been invested
on September 1, 1992, the date on which the Company emerged from under the
protection of Chapter 11 of the United States Bankruptcy Code.

COMPARISON OF CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100 AND REINVESTMENT OF DIVIDENDS

MEASUREMENT PERIOD
(FISCAL YEAR COVERED) SUDBURY INC. S & P 500 PEER GROUP

1992 100 100 100
1993 385 110 120
1994 560 113 118
1995 540 130 116

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17

APPROVAL OF THE SUDBURY, INC.
1995 STOCK OPTION PLAN
(PROPOSAL NO. 2)

At its meeting held on June 22, 1995, the Company's Board of Directors
adopted and recommended for stockholders' approval the Sudbury, Inc. 1995 Stock
Option Plan (the "Plan"), which was effective as of such date. The Plan is
intended to replace the Sudbury, Inc. 1990 Stock Option Plan (the "1990 Plan")
which was terminated as of June 22, 1995. The Board has determined that a new
plan is needed at this time because, as of May 31, 1995, only 24,195 shares of
the Company's Common Stock remained available for option awards under the 1990
Plan. The Board of Directors continues to believe that share-based incentives
are important factors in attracting and retaining highly qualified individuals,
and that such incentives help to align the interest of those individuals with
the interests of the stockholders.

The Plan authorizes the granting of stock options to the officers and key
employees of the Company and its subsidiaries who are selected by the
Compensation Committee of the Board of Directors. The Board's adoption of the
Plan is subject to approval of an affirmative vote of a majority of the shares
represented at the Annual Meeting of Stockholders.

Pursuant to the 1996 Employment Agreement, the Company granted to Mr.
Sardas under the Plan options to purchase 200,000 shares of the Company's Common
Stock subject to stockholder approval of the Plan at the Annual Meeting. No
other options have been granted under the Plan. As of August 4, 1995 the market
value of the shares underlying such options, less the aggregate exercise price
for such shares, was $100,000.

The full text of the Plan is included as Appendix A to this proxy
statement. The following is a summary of the major provisions of the Plan; the
summary is not, however, intended to be complete, and is qualified in its
entirety by reference to Appendix A.

SUMMARY OF THE 1995 PLAN

Shares Covered. The Plan authorizes the granting of options, which may be
either "incentive stock options", as defined in Section 422 of the Internal
Revenue Code of 1986 as amended, (the "Code") or options which are not intended
to so qualify with respect to not more than 1,000,000 (one million) shares of
the Company's common stock, par value $.01, (the "Shares") in the aggregate,
subject to adjustments as described below.

The Shares issued pursuant to an exercise of options under the Plan may be
either authorized but unissued or reacquired Shares. If any option granted under
the Plan expires or terminates without having been exercised in full, the Shares
covered by the unexercised portion of the option may be used again for new
grants under the Plan.

Administration. The Plan is administered by the Compensation Committee
(the "Committee"), which is comprised of directors who are disinterested persons
as defined in the regulations of Section 16(b) of the Exchange Act and outside
directors as defined in Section 162(m)of the Code.

The Committee is authorized to determine the employees of the Company or
its subsidiaries to whom options will be granted, the number of Shares subject
to such grants and to establish

15
18

the terms and conditions of such options consistent with the Plan provided that
no employee may receive options to purchase more than 250,000 shares in any
calendar year.

Except as provided below, the Committee has full authority to establish,
amend or rescind the rules and regulations related to the Plan and to interpret
any agreement entered into pursuant to the Plan.

Adjustments. The Plan provides for equitable adjustments in the number of
Shares subject to the Plan and other relevant provisions in the event of any
stock split, stock dividend, merger, reorganization, liquidation or other
similar event effecting the Company's capitalization.

Terms of Options. Each grant of an option under the Plan shall be
evidenced by an option agreement in a form approved by the Committee. The option
agreement will set forth the option price, option period and such other
additional terms as the Committee may prescribe.

Any grant of an option under the Plan must be made no later than June 22,
2005. The purchase price for each Share subject to an option shall not be less
than 100% of the per share fair market value, as defined in the Plan, of the
Shares outstanding on the date such option is granted. Options granted will
remain exercisable for the specific period fixed by the Committee, which will
not be later than ten years after the date of the option grant. Options may not
be transferred other than by will or the laws of descent and distribution or, in
certain circumstances pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended.

A grant intended to qualify as an incentive stock option shall not be
granted to any employee who, immediately after such option is granted, would own
more than 10% of the total combined voting power or value of all classes of the
Company's stock. The aggregate fair market value as of the date of grant of the
Shares with respect to which options intended to be incentive stock options are
exercisable for the first time by an employee in any calendar year shall not
exceed $100,000.

The Plan also contains provisions which will accelerate vesting of
outstanding options in the event of a change of control (as defined in the Plan)
of the Company. In cases where the Company does not survive the change of
control all unexercised options will terminate unless assumed by the surviving
company.

Termination and Amendment. The Plan will terminate on June 22, 2005. The
Company by action of the Board of Directors or its stockholders may terminate or
amend the Plan at any time. Any options outstanding at the time of such
termination will continue in full force and effect pursuant to the terms of such
options and the Plan. Except as provided under "Adjustments" above, no amendment
may alter or impair an optionee's rights under an outstanding option without
such optionee's consent and further provided that no amendment without the
approval of the Company's stockholders shall be made if stockholder approval
under Section 422 of the Code or Rule 16b-3 of the Exchange Act would be
required.

Federal Income Tax Consequences -- Non-Qualified Stock Options. The
following federal income tax discussion is intended for general information
only. State and local income tax consequences are not discussed and may vary
from locality to locality.

16
19

The issuance of a non-qualified stock option under the Plan will not result
in any taxable income to the recipient employee or a tax deduction to the
Company at the time of grant. Generally, an employee to whom a non-qualified
stock option has been granted will recognize ordinary income at the time the
employee exercises the option and receives Shares in an amount equal to the
excess of the fair market value of such Shares on the date of exercise over the
option price.

Notwithstanding the foregoing, upon the exercise of a non-qualified stock
option by a person subject to Section 16 of the Exchange Act ("Section 16"), the
acquisition date of the Shares for federal income tax purposes and the time of
recognition of income will be postponed as long as the sale of the Shares could
subject the person to suit under the "short swing profit" provisions of Section
16, unless such person elects to be taxed on the date of exercise. Furthermore,
the amount of income recognized by the recipient employee will be the excess of
the fair market value of such Shares at the end of the postponement period
(rather than at the date of exercise) over the option price.

Generally, under the Section 16 regulations, a person subject to Section 16
("a Section 16 person") may exercise an option and sell the underlying stock
immediately without subjecting himself to suit under the "short swing profit"
provisions as long as he has held the option and/or the underlying stock for an
aggregate of six months. Generally, if the Section 16 person exercises a stock
option within the first six months following the date of grant, then (except in
certain cases involving death or incompetence), taxation will be deferred and
the amount of income will generally be measured six months following the date of
grant (unless the person elects to be taxed on the date of exercise) because the
sale of the underlying stock before this date would subject the Section 16
person to suit under the "short swing profit" provisions.

The Company is entitled to a tax deduction corresponding to the amount of
income recognized by the employee as a result of the exercise of non-qualified
stock option for the year in which the employee recognizes such income for
federal income tax purposes.

Federal Income Tax Consequences -- Incentive Stock Options. Generally,
neither the receipt nor exercise of an incentive stock option is a taxable event
to the employee, and if the recipient employee does not dispose of the Shares
acquired under an incentive stock option prior to the expiration of the
requisite holding periods described below, any gain resulting from the sale of
such Shares will be long-term capital gain. In such case, the Company would not
be entitled to any tax deduction with respect to the grant or exercise of the
option. Notwithstanding the foregoing, the difference between the fair market
value of the Shares on the date of exercise and the option price is a tax
preference item which may cause the employee to incur an alternative minimum tax
in the year of exercise. The minimum statutory holding periods are two years
from the date the option is granted and one year from the date the employee
receives Shares pursuant to the exercise of the incentive stock option. The
statutory holding period for incentive stock options is waived in the event of
the employee's death.

If the Shares are disposed of before the end of either of such statutory
holding periods (a "disqualifying disposition"), the lesser of (i) the
difference between the option price and the fair market value of such Shares on
the date of exercise, or (ii) the total amount of gain realized on the sale must
be reported by the employee as ordinary income and the Company would be

17
20

entitled to a tax deduction in that amount. The remaining gain, if any, would be
taxed to the employee as capital gain.

Notwithstanding the foregoing, if the employee is subject to Section 16 at
the time of a disqualifying disposition, the acquisition date of the Shares and
the time of recognition of income will be postponed as long as the sale of
shares could subject the employee to suit for "short swing profit", unless he
elects to be taxed immediately. In addition, the amount of income recognized
will be the lesser of (i) the difference between the option price and the fair
market value of such shares at the end of the postponement period (rather than
at the date of exercise), or (ii) the total amount of gain realized on the sale.
See also -- Federal Tax Consequences -- Non-Qualified Stock Options.

The Plan has been designed to meet the new requirements in Section 162(m)
of the Internal Revenue Code.

NEW PLAN BENEFITS

The table below sets forth information regarding the benefits granted by
the Board of Directors subject to approval by the stockholders.

1995 STOCK OPTION PLAN

DOLLAR VALUE
NAME AND POSITION ($) NUMBER OF UNITS
--------------------------------- --------------- ---------------

Jacques R. Sardas (a) 200,000(b)
Chairman of the Board of
Directors, Chief Executive
Officer and President
of the Company

---------------

(a) All options granted under the 1995 Stock Option Plan, and subject to
stockholder approval, have been granted at the exercise price of $7.625 per
share (the fair market value of a share of Common Stock on the date of
grant). The actual value, if any, that a person may realize will depend on
the excess of the stock price over the exercise price on the date the option
is exercised. As of August 4, 1995, the closing price of a share of Common
Stock as reported by the Nasdaq Stock Market was $8.125.

(b) No other options have been granted under the Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL
OF THE SUDBURY, INC. 1995 STOCK OPTION PLAN.

RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
(PROPOSAL NO. 3)

The Board of Directors of the Company, upon the recommendation of the Audit
Committee, has appointed the firm of Ernst & Young LLP as its independent
auditors to examine and certify the Company's financial statements for the
fiscal year ending May 31, 1996. The Company has been advised by Ernst & Young
LLP that neither it nor any member thereof has any financial

18
21

interest, direct or indirect, in the Company or any of its subsidiaries in any
capacity. Ernst & Young LLP has acted as independent auditors for the Company
since 1983.

The affirmative vote of a majority of the shares represented at the Annual
Meeting will be required to ratify the appointment of Ernst & Young LLP. In the
event the stockholders do not ratify the appointment of Ernst & Young LLP, the
selection of other independent auditors will be considered by the Company's
Board of Directors.

Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting. Such representatives will have the opportunity to make a
statement, if they desire to do so, and are expected to be available to respond
to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.

OTHER MATTERS

The Board of Directors is not aware of any other matter which will be
presented to the stockholders for action at the Annual Meeting. Should any other
matter properly come before the Annual Meeting, or any adjournment thereof, the
person or persons voting the proxy accompanying this proxy statement will vote
such proxy in accordance with their best judgment as to such matters.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Directors, executive officers and greater than ten percent beneficial owners are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms that they file. Based solely on a review of the copies of such forms
received by the Company and/or written representations from certain reporting
persons, the Company believes that during the period June 1, 1994 to May 31,
1995, all filing requirements applicable to its directors, executive officers
and greater than ten percent owners were complied with.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. Officers and
employees of the Company, without additional remuneration may, by letter or
telephone or in person, request the return of proxies. The Company will
reimburse brokerage houses, custodians, nominees, and others for their
reasonable expenses in connection with this solicitation.

STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING

Any stockholder who intends to present a proposal at the 1996 Annual
Meeting of Stockholders and who wishes to have the proposal included in the
Company's proxy statement and form of proxy for that meeting must deliver such
proposal to the Secretary of the Company, at the Company's corporate offices in
Cleveland, Ohio, no later than April 22, 1996.

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22

ANNUAL REPORT

THE COMPANY'S ANNUAL REPORT FOR THE 1995 FISCAL YEAR ACCOMPANIES THIS PROXY
STATEMENT. COPIES OF THE COMPANY'S FORM 10-K AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION MAY BE OBTAINED FROM THE COMPANY.

SUDBURY, INC.

Mary C. Farrar
Corporate Secretary

August 22, 1995

20
23

APPENDIX A

SUDBURY, INC.

1995 STOCK OPTION PLAN

1. PURPOSE OF THE PLAN. The purpose of this 1995 Stock Option Plan (the
"Plan") adopted as of the 22nd day of June, 1995 is to advance the interests of
Sudbury, Inc. (the "Company") and its stockholders by allowing the Company to
provide to certain present and future key employees of the Company and its
subsidiaries an incentive to acquire shares of the $.01 par value common stock
(the "Shares") of the Company on reasonable terms, thereby securing for the
Company the benefits inherent in such Share ownership. Additionally, the Plan
was designed to accord the Compensation Committee of the Company flexibility to
grant key employees either Incentive Stock Options (as defined in Section 422(b)
of the Internal Revenue Code of 1986, as amended (the "Code"), or options which
do not qualify as Incentive Stock Options (such options being hereinafter
referred to as "Non-Qualified Stock Options").

2. STOCK SUBJECT TO THE PLAN. The aggregate number of Shares of the
Company for which options may be granted under the Plan shall be 1,000,000 (One
Million). Shares issued pursuant to an exercise of options under the Plan shall
be made available from either authorized but unissued or reacquired Shares of
the Company. If an option shall expire or terminate for any reason without being
exercised in full, then the Shares as to which such option was not exercised
shall become available for other options to be granted under the Plan.

3. ADJUSTMENT. The number of Shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows: (a) in the event that all
of the outstanding Shares are changed by any stock dividend, stock split or
recapitalization or in the event that extraordinary cash or non-cash dividends
are declared with respect to the Shares, the number of Shares subject to the
Plan and to options granted hereunder shall be equitably adjusted; (b) except as
otherwise provided in Section 7.1 hereof, in the event of any merger,
consolidation or reorganization of the Company with any other corporation or
corporations, there shall be substituted, on an equitable basis as determined by
the Committee, for each Share then subject to the Plan, whether or not at the
time subject to outstanding options, the number and kind of Shares or other
securities to which the holders of Shares of the Company will be entitled
pursuant to the transaction; and (c) except as otherwise provided in Section 7.2
hereof, in the event of any other relevant change in the capitalization of the
Company, the Committee shall provide for an equitable adjustment in the number
of Shares then subject to the Plan, whether or not then subject to outstanding
options. In the event of any such adjustment the purchase price per Share shall
be equitably adjusted. Any such adjustment or substitution may provide for the
elimination of any fractional Share which might otherwise become subject to an
option. The adjustment and manner of application of the foregoing provisions
shall be determined by the Committee in its sole discretion.

4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Compensation Committee, appointed by the Board of Directors and consisting of
not less than two outside directors as defined under Section 162(m) of the Code
(the "Committee") who shall be "disinterested persons" (as defined in Rule 16b-3
of the Securities Exchange Act of 1934, as

A-1
24

amended (("Exchange Act")). Except as otherwise provided in Section 16 of the
Exchange Act or Rule 16b-3 thereof, the members of the Committee shall not be
eligible, to participate in the Plan or any other plan of the Company or of any
affiliate (as defined under the Exchange Act) of the Company entitling the
participants therein to acquire stock, stock options, or stock appreciation
rights of the Company or an affiliate thereof so long as they remain a member of
the Committee. Subject to the express provisions of the Plan, the Committee
shall have authority to determine among the full-time employees of the Company,
its subsidiaries or a subsidiary of its subsidiaries to whom options shall be
granted. For these purposes, a subsidiary shall be deemed to include any company
as to which the Company owns and/or controls 50% of the outstanding voting
equity securities. The Committee shall also have authority to determine the
number of shares to be covered by each option grant and the terms of any such
option grant; to amend or cancel options; to accelerate vesting of options; to
require the cancellation or surrender of any previously granted options or other
awards under the Plan or any other plans of the Company as a condition to the
granting of an option; to construe and interpret the Plan and any option
agreement entered into thereunder; to establish, amend, and rescind rules and
regulations for administration of the Plan; and shall have such additional
authority as the Board of Directors from time to time may determine to be
necessary or desirable.

5. BASIC OPTION TERMS:

5.1 Types of Options. Options granted under the Plan may be (a)
Incentive Stock Options or (b) Non-Qualified Stock Options. Option
agreements reflecting the grant of options shall designate whether an
option is an Incentive Stock Option or a Non-Qualified Stock Option. In the
case of a grant intended to qualify as an Incentive Stock Option under
Section 422 of the Code, no such option shall be granted hereunder to any
person who, immediately after such option is granted, owns (as defined in
Sections 422 and 424 of the Code) stock possessing more than 10% of the
total combined voting power or value of all classes of stock of the Company
or its subsidiary corporations. The aggregate fair market value (determined
on the date of grant) of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by any individual during any
calendar year (under this Plan or any other plan of the Company and any
subsidiary corporation that provides for the granting of incentive stock
options) shall not exceed $100,000.

The maximum aggregate number of Shares underlying options that may be
granted to any employee under the Plan during any calendar year is 250,000.

5.2 Option Period. An option grant under the Plan shall expire on a
date fixed by the Committee which shall be not later than ten years after
the date on which the option is so granted.

5.3 Option Price. The option price shall be not less than the per
share fair market value of the outstanding Shares of the Company on the
date the option is granted, and not less than the par value of the Shares
as to which the option is granted. The date on which the Committee approves
the granting of an option shall be deemed the date on which the option is
granted. The purchase price of the Shares as to which an option is
exercised shall be payable in full at the time of exercise either (a) in
cash (including check, bank draft, wire transfer or money order), (b) by
delivering, in transferable form, that number of

A-2
25

Shares which, on the business day preceding the date of exercise, has an
aggregate fair market value equal to such purchase price, or (c) a
combination of the foregoing. The fair market value of the Shares shall be
deemed to be (a) the closing price of the Shares on the principal stock
exchange on which the Shares are then traded on the last business day
preceding the date of exercise of the option, or (b) if no sales take place
on such day on any such exchange, the average of the last reported closing
bid and asked prices on such day as officially quoted on the principal
stock exchange on which the Shares are then traded, or (c) if the Shares
are not listed on any such exchange, the average of the last reported
closing bid and asked prices on the over-the-counter market on the day
preceding the date of exercise of the option. The Nasdaq Stock Market shall
be deemed a principal stock exchange.

5.4 Non-Transferability. Options shall not be transferable other than
by will or the laws of descent and distribution or pursuant to a qualified
domestic relation order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder; provided that an Incentive Stock Option may not be transferred
pursuant to a qualified domestic relations order unless the transfer is
otherwise permitted pursuant to the Code without affecting the option's
qualification as an Incentive Stock Option. Options shall not be
exercisable except by the optionee during his lifetime either directly or
though his guardian or legal representative.

All actions of the Committee under this Section 5 shall be binding and
conclusive on the Company, on optionees under the Plan, and on employees
eligible to receive options under the Plan.

6. OPTION AGREEMENT. Each grant of an option under the Plan shall be
evidenced by an option agreement in a form approved by the Committee, which
option agreement shall set forth the option price, the option period, and such
additional terms and conditions as the Committee may prescribe. The option
agreement shall be signed on behalf of the Company by the Chairman, the
President, or a Vice President of the Company, other than the employee who is a
party to the agreement, and shall be dated as of the date of the granting of the
option, as determined by Paragraph 5.3 above.

7. CHANGE OF CONTROL:

7.1 If the Company shall liquidate or dissolve, or shall be a party to
a merger, consolidation or other business combination with respect to which
it shall not be the surviving corporation, the Company shall give written
notice thereof to the holders of options not previously exercised at least
thirty days prior thereof, and the optionee shall have the right within
said thirty-day period to exercise all options in full to the extent not
previously exercised. To the extent that an option shall not have been
exercised on or prior to the effective date of such liquidation,
dissolution, merger or consolidation or business combination, it shall
terminate on said date, unless it is assumed by another corporation.

7.2 Options granted under the Plan shall become exercisable in full if
and when any corporation, partnership, joint venture, person or a group
acting together ("Acquiring Entity") for a similar purpose shall directly
or indirectly acquire or announce an intent to directly or indirectly
acquire control of the Company or any successor or assignee of the

A-3
26

Company. For purposes of this Section 7, control shall mean the acquisition
of, or the formation of a group whose members beneficially own Shares,
which after giving effect thereto, shall permit the Acquiring Entity to
vote 45% or more of the aggregate voting power, as measured by all Shares
then outstanding, in the election of directors of the Company.

8. AMENDMENT AND TERMINATION OF THE PLAN. The Company, by action of its
Board of Directors or stockholders, may amend, modify, suspend, or terminate the
Plan at any time; provided, however, that no action by the Board of Directors or
stockholders may (a) impair an optionee's rights under any outstanding option
without such optionee's consent, (b) increase the total number of shares as to
which options may be granted (except increases attributable to the adjustments
authorized by Paragraph 3 hereof), (c) reduce the price at which options may be
granted, or (d) extend the expiration date of the Plan. No action may be taken
by the Company (without the consent of the optionee) which will prevent the
Incentive Stock Options issued under this Plan from being "Incentive Stock
Options" under Section 422 of the Code.

Moreover, no amendment without the approval of stockholders of the Company
shall be made if stockholder approval under Section 422 of the Code or Rule
16b-3 of the Exchange Act would be required.

9. GOVERNANCE BY RULE 16B-3. The Plan is intended to comply with the
provisions of 16b-3 promulgated under the Exchange Act and shall be interpreted
in a manner consistent therewith.

10. EXPIRATION OF THE PLAN. Options may be granted under the Plan at any
time through June 22, 2005, on which date the Plan shall expire unless sooner
terminated by stockholder vote. No Plan termination shall affect any options
then outstanding.

11. GENERAL PROVISIONS. The Company may establish procedures whereby an
optionee subject to the requirements of Rule 16b-3, Regulation T, of the Code,
and other federal, state and local tax and securities laws, may exercise an
option without making a direct payment of the option price to the Company;
provided, however, that these cashless exercise procedures shall not apply to
Incentive Stock Options which are outstanding on the date the Company
establishes such procedures unless the application of such procedures to such
options is permitted pursuant to the Code and the regulations thereunder,
without affecting the options' qualification under Code Section 422 as Incentive
Stock Options. If the Company elects to establish a cashless exercise program
the Company shall determine administrative procedures and policies it deems
appropriate and these procedures and policies shall be binding on any optionee
wishing to use the cashless exercise program.

Nothing contained in the Plan or in any option granted pursuant thereto
shall confer upon any optionee any right to continue in the employ of the
Company or any subsidiary of the Company, or limit or restrict any right of the
Company or its subsidiaries to terminate the employment of the optionee at any
time.

No optionee shall have any of the rights of a stockholder with respect to
any Shares subject to an option grant until certificates representing those
Shares have been issued to the optionee.

A-4
27

At the time of the exercise of any option, the Company may require, as a
condition of the exercise of such option, the optionee to pay the Company an
amount equal to the amount of tax the Company may be required to withhold with
respect to the Shares.

The Plan shall be governed by and construed in accordance with the laws of
the State of Delaware.

12. EFFECTIVENESS OF THE PLAN. The Plan shall be approved by the Board.
The Plan shall thereafter be submitted to the Company's stockholders for
approval and unless the Plan is approved by the affirmative votes of the holders
of shares having a majority of the voting power of all shares represented at a
meeting duly held in accordance with Delaware law within twelve (12) months
after being approved by the Board, the Plan and all options granted under it
shall be void and of no force and effect. The Plan shall become effective on
June 22, 1995 at which time the Company's 1990 Stock Option Plan will terminate.

A-5
28

SUDBURY, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING -- SEPTEMBER 28, 1995

P Jacques R. Sardas, Mark E. Brody and Mary C. Farrar, or any of
them, each with power of substitution, are hereby appointed Proxies of
R the undersigned to represent and to vote, as designated, all shares of
Common Stock of Sudbury, Inc. held of record by the undersigned on
O August 4, 1995, at the Annual Meeting of Stockholders to be held on
September 28, 1995, or any adjournment thereof, upon such business as
X may properly come before the meeting, including the items on the
reverse side of this card as set forth in the Notice of 1995 Annual
Y Meeting of Stockholders and the Proxy Statement. In their discretion
the Proxies are authorized to vote upon such other business as may
properly come before the meeting. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

Election of Directors, Nominees: (change of address)
-------------------------------------
Cloyd J. Abruzzo, Jerry A. Cooper, Preston Heller, Jr., -------------------------------------
James A. Karman, David A. Preiser, Jacques R. Sardas and -------------------------------------
Thomas F. Slater. -------------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card.)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF
YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND
RETURN THIS CARD.

/ SEE REVERSE /
/ SIDE /

/ X / PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.

FOR WITHHELD FOR AGAINST ABSTAIN

1. Election of / / / / 2. Approval of the / / / / / /
Directors Sudbury, Inc.
(see reverse) 1995 Stock
Option Plan
For, except vote withheld from the following nominee(s): FOR AGAINST ABSTAIN

_______________________________________________________ 3. Ratification of the / / / / / /
appointment of Ernst &
Young LLp as
independent auditors
of the Company

SUDBURY, INC.'S BOARD OF
DIRECTORS RECOMMENDS A VOTE
FOR PROPOSALS 1, 2 AND 3.

THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF A
COPY OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT AND HEREBY
Change / / REVOKES ANY PROXY OR PROXIES
of PREVIOUSLY GIVEN:
Address
PLEASE MARK, SIGN, DATE AND
Attend / / RETURN THIS PROXY USING THE
Meeting ENCLOSED ENVELOPE.

SIGNATURE(S) _____________________________________________________________________ DATE ________________

SIGNATURE(S) _____________________________________________________________________ DATE ________________
NOTE: Please sign exactly as name appears hereon. Joint owners should both sign. When signing as attorney, executor,
administrator, trustee or guardian, give your full title as such. In the case of a corporation, a duly authorized
officer should sign on its behalf. If a partnership, please sign in partnership name by authorized person.
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SUDBURY, INC.
V
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 28, 1995
O
INSTRUCTIONS FOR VOTING SHARES HELD BY NATIONAL CITY BANK, TRUSTEE
T
UNDER THE SUDBURY SAVINGS AND PROFIT SHARING PLAN (THE "PLAN")
I
As a participant and named fiduciary under the Plan, I hereby
N direct National City Bank, as Trustee, to vote the shares of Company
common stock allocated to my Plan account and the shares of
G uninstructed Company common stock for which I have voting authority
under the Plan in the manner hereinafter indicated at the Annual
Meeting of Stockholders to be held on September 28, 1995, to elect
directors and conduct other business of the Company.
C

A Election of Directors, Nominees:

R Cloyd J. Abruzzo, Jerry A. Cooper, Preston Heller, Jr.,

D James A. Karman, David A. Preiser, Jacques R. Sardas and

Thomas F. Slater.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES
IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS.

/ X / PLEASE MARK YOUR NUMBER OF SHARES
VOTES AS IN THIS
EXAMPLE.

FOR WITHHELD FOR AGAINST ABSTAIN

1. Election of / / / / 2. Approval of the / / / / / /
Directors Sudbury, Inc.
(see reverse) 1995 Stock
Option Plan
For, except vote withheld from the following nominee(s):
FOR AGAINST ABSTAIN

_______________________________________________________ 3. Ratification of the / / / / / /
appointment of Ernst &
Young LLP as
independent auditors
of the Company

Change / / THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
of INSTRUCTED. UNINSTRUCTED SHARES WILL BE VOTED IN THE SAME
Address MANNER AS THE INSTRUCTED SHARES UNLESS OTHERWISE NOTED
BELOW.
Attend / /
Meeting

SIGNATURE(S) _____________________________________________________________________ DATE ________________

SIGNATURE(S) _____________________________________________________________________ DATE ________________
NOTE: Please sign your name exactly as it appears above and return your proxy promptly in the enclosed envelope
which requires no postage.
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Fold and detach here