0000065195-04-000004 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • April 14th, 2004 • Mestek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Massachusetts

AGREEMENT made as of this 1st day of January, 2004, by and between Mestek, Inc., a Pennsylvania corporation (the “Company”) and __________ (the “Employee”) to take effect only if and at such time that the Board of Directors of the Company (the “Board”) has authorized or ratified this Agreement pursuant to Section 11 hereof.

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SCHEDULE OF DIRECTORS/OFFICERS Indemnification Agreements
Mestek Inc • April 14th, 2004 • Air-cond & warm air heatg equip & comm & indl refrig equip

The Indemnification Agreement entered into by the Directors and/or Officers of Mestek, Inc. and certain Directors of Mestek’s wholly owned subsidiaries are identical in all respects, except for the name of the indemnified director or officer and the date of execution.

SCHEDULE OF OFFICERSSUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Executive Retirement Agreement • April 14th, 2004 • Mestek Inc • Air-cond & warm air heatg equip & comm & indl refrig equip

The Supplemental Executive Retirement Agreement entered into by officers of Mestek, Inc. and the Company are identical in all respects, except for the name of the officer and the date of execution.

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