Sequa Corporation

Exhibit 10.4

Sequa Corporation

000 Xxxx Xxxxxx

Xxx Xxxx,  XX  00000

212-956-5500

May 10, 2006

Xx. Xxxxxx X. Xxxxxx

00000 Xxxxxx Xxxxx Xxxx

Xx. Xxxxx,   XX   00000

Re:

Employment Agreement Extension

Dear Xxxxx:

Reference is hereby made to that certain Employment Agreement dated as of May 31, 2005 by and between Sequa Corporation and you (the “Employment Agreement”).  Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.

This letter shall confirm that the Employment Term as set forth in Section 3 of the Employment Agreement shall be extended for an additional two (2) years from and after May 31, 2006 through May 31, 2008.

All other terms and conditions of the Employment Agreement shall remain in full force and effect and are hereby ratified by Executive and Company.  

If the foregoing confirms your agreement and understanding, please so indicate by signing in the space provided below and returning one (1) original of this letter to me.

Very truly yours,

Sequa Corporation

/s/ Xxxxxx Xxxxxxxxx

Xxxxxx Xxxxxxxxx

Vice Chairman and Chief Executive Officer

Acknowledged and Agreed

this    16        day of    May   , 2006

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx