July 12, 1999 Mr. Ray Jean 1815 N. Pond Lane Lake Forest, Ill. 60045 Dear Ray: This letter confirms that, as reflected in our Change of Control Agreement with you dated April 8, 1999 (the "Agreement"), and the letter dated May 14, 1999, relating to...

                                                                      Exhibit 46

                                  VARLEN CORPORATION
                                 00 XXXXXX XXXXXXXXX
                                 XXXXXXXXXX, XX 00000

                                                       July 12, 1999


Mr. Xxx Xxxx
0000 X. Xxxx Xxxx
Xxxx Xxxxxx, Xxx.  60045

Dear Xxx:

               This letter confirms that, as reflected in our Change of Control
Agreement with you dated April 8, 1999 (the "Agreement"), and the letter dated
May 14, 1999, relating to your participation in Varlen's SERP, (1) any benefits
to which you are entitled under the SERP upon termination of your employment are
not "change of control" payments subject to Section 280G of the Internal Revenue
Code even if you cease employment subsequent to a change of control of Varlen,
and (2) any benefits to which you are entitled under the SERP will not be offset
from any payments that may be due to you pursuant to the Agreement following a
change of control.

                                        Very truly yours,

                                        VARLEN CORPORATION


                                        By: /s/ G.A. Xxxxxxxxx
                                            -----------------------------
                                            Chair, Compensation Committee