Exhibit 10.5
 
        The Registrant has entered into the attached Agreement with each
   of the following executive officers of the Registrant:
 
              Kerry L. Woody
              Wayne E. Larsen
              Gene E. Bunge
              Robert J. Noel
              James K. Sorenson
              Gary J. Vroman
              Lawrence C. Hammond
              Ronald O. Weise
              Thomas S. Plichta
 
   <PAGE>
 
                                    AGREEMENT
 
 
        THIS AGREEMENT made this 1st day of April,      between LADISH CO.,
   INC., a Wisconsin Corporation, hereinafter called the "Company", and
   _________________________, an officer of the corporation hereinafter
   called "Employee." 
 
 
                         W I T N E S S E T H   T H A T :
 
        WHEREAS, the Company desires to assure itself of the continuing
   availability of Employee, and 
 
        WHEREAS, the Company desires to provide adequate security to the
   Employee, and 
 
        WHEREAS, the Employee desires to maintain his relationship with the
   Company to their mutual advantage, and 
 
        WHEREAS, the Employee desires to be afforded retirement, disability
   and severance benefits, 
 
        NOW THEREFORE, in consideration of the mutual promises of the parties
   hereto, it is hereby AGREED: 
 
        1.   Other Benefits Affecting the Employee.
 
        1.1  Any amount required to be paid hereunder (except amounts payable
   under 10.1, and 10.2 hereof) shall be reduced by any benefit paid the
   Employee or his beneficiary pursuant to the provisions of the LADISH CO.
   SALARIED EMPLOYEES RETIREMENT PLAN.
 
        2.   Definitions.
 
        2.1  Whenever used in the Contract, the following terms shall have
   the respective meanings set forth below unless otherwise expressly
   provided herein: 
 
             (a)  The term "Company" means LADISH CO., INC., or any successor
                  thereto.
 
             (b)  The term "Service" means the last continuous period of
                  employment of the Employee with the Company prior to his
                  retirement date, determined in accordance with reasonable
                  standards and policies adopted by the Company.
 
             (c)  The term "Compensation" means the total annual base salary
                  of the Employee, plus overtime pay, plus the following:
                  payments received after January 1, 1988 from Ladish Co.,
                  Inc.: bonuses, incentive compensation or special
                  compensation of any kind, the total of which shall not
                  exceed twenty percent (20%) of annual base salary.
 
             (d)  The term "Average Compensation" means the monthly average
                  of the Employee's "Compensation" for the period of the five
                  (5) years of highest compensation of the ten (10) years
                  next preceding his retirement date; provided further, that
                  if the Employee receives compensation for a part of a
                  calendar year, such compensation shall be projected to an
                  annual basis.
 
             (e)  The term "Disability" means incapacity, which in the
                  opinion of the Board of Directors of the Company prevents
                  the Employee from engaging in his usual employment activity
                  with the Company.
 
        3.   Consultation.
 
        3.1  Undertaking by Employee.  The Employee agrees that during the
   term of this agreement and after any retirement from active employment, he
   will remain available to the Company for consultation upon such reasonable
   terms as to notice, time, place, fee and duration of consultation as the
   Company may direct and will render such consultative services at the times
   and in the place requested by the Company.
 
        3.2  Expenses of Employee.  The Company agrees that it will reimburse
   the employee for all reasonable expenses incurred in rendering any such
   consultative service to the Company.
 
        4.   Retirement Ages and Dates.
 
        4.1  Normal.  The normal retirement age shall be age 65 and the
   normal retirement date shall be the first day of the calendar month
   coincident with or next succeeding the date on which the Employee actually
   retires following his 65th birthday.  Upon such retirement, the Employee
   will receive the benefit calculated at Section 5.1.
 
        4.2  Early Retirement.  An Employee who has reached age 55 and
   accumulated at least 10 years of service may retire and receive a benefit
   calculated in Section 5.2.  The early retirement date shall be the first
   day of the calendar month coincident with or next succeeding the date the
   Employee actually retires under this paragraph.
 
        4.3. Disability.  In the event that the Board of Directors determines
   that the Employee is disabled as herein defined, the Employee shall be
   entitled to a disability retirement benefit as calculated pursuant to
   Section 5.3, and the disability retirement date of the Employee shall be
   the first day of the calendar month coincident with or next succeeding the
   date the Employee ceased to receive long term disability payments under
   Paragraph 10.3 or reaches normal retirement age, whichever is earlier.
 
        5.   Benefits.
 
        5.1  Normal.  If the Employee retires after attaining his normal
   retirement age, he shall be entitled to a monthly normal retirement
   benefit in an amount equal to 52-1/2% of his "Average Compensation,"
   multiplied by a fraction, the numerator of which shall be his length of
   "Service" in years (but no more than 35) and the denominator of which
   shall be 35.
 
        5.2  Early.  If the Employee retires pursuant to paragraph 4.2 before
   attaining his normal retirement age, he shall be entitled to an early
   retirement benefit computed as if it were a normal retirement benefit but
   based upon his "Service" and "Average Compensation" as of his early
   retirement date; such benefit to be reduced as of the date the first early
   retirement benefit payment commences to the actuarial equivalent of the
   amount payable at age 65, but by not more than 5/10 of one percent (1%)
   for each month by which such Employee's first early retirement benefit
   payment precedes the first of the month following his normal retirement
   age.  Effective for Early Retirements on or after 8/l/88, an employee
   attaining age 60 with 30 or more years of Service shall not be subject to
   the benefit reduction provided herein.
 
         5.3 Disability.  If the Employee suffers a disability as herein
   defined, he shall be entitled to a deferred disability retirement benefit
   payable upon the termination of his long term disability payments
   described in paragraph 10.3, of the same amount as his normal retirement
   benefit based on his years of "Service" had he become disabled at his
   normal retirement age and on his "Average Compensation" to the date of his
   disability.
 
        6.   Commencement and Duration of Benefits.
 
        6.1  Commencement and Duration.
 
             (a)  Retirement benefits shall be paid monthly.
 
             (b)  A normal retirement benefit shall begin as of the normal
                  retirement date of the eligible Employee.  The payments
                  shall be made monthly thereafter as of the first day of
                  each succeeding month during the lifetime of the retired
                  Employee or until he is re-employed by the Company.
 
             (c)  An early retirement benefit shall begin as of the early
                  retirement date of the eligible Employee, except that such
                  retired Employee may elect to have his early retirement
                  benefit begin as of the first day of any month following
                  his retirement, but not later than the first day of the
                  month following his 65th birthday.  The payments shall be
                  made monthly thereafter as of the first day of each
                  succeeding month during the lifetime of the retired
                  Employee, or until he is re-employed by the company.
 
        6.2  Re-employment by the Company.
 
             (a)  If a retired Employee receiving a normal retirement benefit
                  shall be re-employed by the Company, no further payments
                  shall be made during the period of such employment.  Upon
                  his subsequent retirement, his retirement benefit shall
                  again commence on his subsequent retirement date in the
                  same amount as he was receiving prior to such
                  re-employment.
 
             (b)  If a retired Employee receiving an early retirement benefit
                  shall be re-employed by the Company prior to his normal
                  retirement age, no further payments shall be made during
                  the period of such employment.  Upon his subsequent
                  retirement, his retirement benefit shall be calculated as
                  if the Employee were then first retired, based upon his
                  "Service" at the time of his prior retirement plus the
                  "Service" earned following the date of re-employment and
                  his "Average Compensation" at the time of his subsequent
                  retirement.
 
             (c)  If a retired Employee receiving an early retirement benefit
                  shall be re-employed by the Company after his normal
                  retirement age, no further payments shall be made during
                  the period of such employment.  Upon his subsequent
                  retirement his retirement benefit shall again commence on
                  his subsequent retirement in the same amount as he was
                  receiving prior to such re-employment.
 
             (d)  If an Employee receiving a disability retirement benefit
                  shall be re-employed by the Company upon the cessation of
                  such disability, then upon the subsequent termination of
                  his employment with the Company, his eligibility for a
                  retirement benefit hereunder and such benefit shall be
                  determined and calculated as if his employment were then
                  first terminated or he had then first retired, based upon
                  his "Service" at the time of his prior disability plus the
                  "Service" earned following the date of re-employment and
                  his "Average Compensation" at the time of his subsequent
                  termination of employment or retirement.
 
        6.3  Options.  If the Employee is entitled to an early or normal
   retirement benefit, he may at any time during his active employment elect
   either joint and survivor or ten (10) year certain options or among any
   other settlement options then provided Employees of LADISH CO., INC. under
   the then provisions of the Ladish Co. Salaried Employees Retirement Plan;
   such benefit shall not be effective until actual retirement.
 
        6.4  Payment to Legal Representative.  In the event of a conservator,
   guardian, or other legal representative of the estate of any retired
   Employee shall be appointed by a court of competent jurisdiction,
   retirement payments may be made to such conservator, guardian or other
   legal representative, provided that proper proof of appointment and
   continuing qualification is furnished.  Any such payment shall be a
   payment for the account of the retired Employee and shall be a complete
   discharge of any liability of the Company hereunder.
 
        6.5  Incompetency.  In the event that it shall be considered by the
   company that a retirement benefit is payable but that the Employee is
   unable to care for his affairs because of illness or accident, any payment
   due (unless a prior claim therefor shall have been made by a duly
   qualified guardian or other legal representative) may, in the discretion
   of the Company be paid to the spouse, parent, child, brother or sister of
   the Employee or to any other person or institution deemed by the Company
   to be maintaining or responsible for the maintenance of Employee; or in
   any such instances, then in the discretion of the Company, payment may be
   made by depositing the same in a responsible bank in Wisconsin in the name
   of the Employee.  Any such payment shall be a payment for the account of
   the Employee and shall be a complete discharge of any liability of the
   Company therefore.
 
        7.   Non-Alienation of Benefits.
 
        7.1  Non-Alienation.  No benefit payable at any time hereunder shall
   be subject in any manner to alienation, sale, transfer, assignment, pledge
   or encumbrance of any kind.  Any attempt to alienate, sell, transfer,
   assign, pledge or otherwise encumber any such benefit, whether presently
   or thereafter payable shall be void.  No retirement benefit shall in any
   manner be liable for or subject to the debts or liabilities of the
   Employee or retired Employee entitled to any retirement benefit, or
   subject to or reachable by garnishment, attachment, execution or other
   legal process or proceeding by or on behalf of any judgment creditor or
   other creditor of or claimant against the retired Employee to whom such
   benefit is or may be payable.  If the Employee or retired Employee shall
   attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber
   his benefits under the Plan, or any part thereof, or if by reason of his
   bankruptcy or other event happening at any time, such benefits would
   devolve upon anyone else or.would not be enjoyed by him, then the Company,
   in its discretion, may suspend his interest in any such benefit and hold
   or apply it to or for the benefit of the Employee, his spouse, children or
   other dependents, or any of them, in such manner as the Company may deem
   proper.
 
        8.   Vesting.  The Employee will have vested rights under this
   contract to a benefit at such time as he has accumulated ten (10) years of
   service in the employment of the Company.
 
             No provision of this contract shall interfere with the company's
   right to terminate the Employee's services for any cause sufficient to it. 
   In the event of such termination, an Employee who has not become vested
   under this provision shall have no rights pursuant to this contract
   whatsoever.
 
        9.   Applicable Law.
 
        9.1  Applicable Law.  This contract shall be governed by the laws of
   the State of Wisconsin and be binding upon and inure to the benefit of the
   personal representatives of the Employee and the successors or assigns of
   the Company. This contract is not subject to principal provisions of the
   Employee Retirement Income Security Act of 1974 pursuant to statutory
   exceptions from such Act.
 
        10.  Other Benefits.  Application for Retirement.
 
        10.1 Other Benefits.  The company agrees to maintain in effect and at
   Company expense: 
 
             (a)  Group term life insurance coverage of $200,000 face amount
                  in effect until retirement and payable on death of the
                  employee to his designated beneficiary; and 
 
             (b)  Group term life insurance of $100,000 face amount in effect
                  after retirement.
 
             (c)  Group hospital, surgical, major medical, dental and vision
                  care coverage for the Employee and his spouse, and the
                  survivor of them, in such form and manner as covers all
                  salaried employees of the Company.
 
        10.2 Severance Pay.  In addition to the other benefits provided in
   this contract, the Employee is entitled to severance pay in the event his
   employment with the Company is involuntarily terminated other than for
   cause.  Severance pay will be based upon one (1) month's base salary at
   time of termination multiplied by years of service up to a maximum total
   of twenty-four (24) months.  At the employee's option, severance pay may
   be paid in a lump sum or installments.
 
        10.3 Long-Term Disability Benefit.  Prior to the time that the
   Employee receives a retirement benefit, the company will provide a
   long-term disability benefit if he suffers a disability as herein defined. 
   The amount of the long-term disability benefit payment will be 66-2/3% of
   base pay, less the sum of the following, but only for the period payments
   under (a), (b) or (c) or any combination thereof, are being made
   subsequent to the time the Employee is entitled to a disability benefit: 
 
             (a)  Any Workers compensation payment (except fixed statutory
                  payments for the loss of any bodily member); 
 
             (b)  Social Security disability benefits; and 
 
             (c)  Any other disability benefit he may receive because of such
                  disability as a result of any other disability program
                  sponsored by the Company, to the extent that such benefits
                  have been provided for by premiums or other payments paid
                  by or at the expense of the Company.
 
             If the disability ceases prior to his 65th birthday, long-term
   disability benefit payments shall cease, and if he is not re-employed by
   the Company upon such cessation, he shall be entitled to an early
   retirement benefit beginning on the date disability ceases, computed as
   provided in subsection 5.2 hereof upon."Average Compensation" and
   "Service" on the date of the beginning of his disability.
 
             In no event will long-term disability benefits extend beyond the
   Employee's 65th birthday.
 
        10.4 Application for Retirement.  When the Employee becomes eligible
   for a retirement benefit and wishes to retire, he shall apply for such
   benefits by signing an application form furnished by the Company and shall
   also furnish the Company with such documents, evidence, data, or
   information in support of such application as the Company considers
   necessary or desirable.
 
 
        IN WITNESS WHEREOF, the parties hereto have caused these presents to
   be executed the day and year first above written, and in the case of
   LADISH CO., INC., the same has been signed and its corporate seal affixed
   by authority of its Board of Directors.
 
 
                                      LADISH CO., INC.
 
 
                                      By ____________________________
                                                President
   (AFFIX CORPORATE SEAL)
 
                                      Attest:
 
 
                                      ________________________________
                                                Secretary
 
 
 
   ______________________________     ________________________________
             Witness                            Employee
 
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>6
<TEXT>
 
 
 
                     AMENDED PAYMENT AND SECURITY AGREEMENT
 
        This AMENDED PAYMENT AND SECURITY AGREEMENT is made this 14th day of
   October, 1997, by and between LADISH CO., INC., a Wisconsin corporation
   (the "Company"), and the PENSION BENEFIT GUARANTY CORPORATION ("PBGC"),
   acting on behalf of itself and on behalf of the defined benefit plans
   sponsored by the Company and listed in Exhibit A hereto (the "Plans").
 
                                   WITNESSETH:
 
        WHEREAS, the Company is the sponsor of the defined benefit pension
   plans set forth in Exhibit A hereto, which plans are covered by Title IV
   of the Employee Retirement Security Act of 1974, as amended ("ERISA"); and
 
        WHEREAS, the Company applied for and received conditional waivers of
   the minimum funding standards for the Plans ("Funding Waivers") for plan
   year 1995 from the United States Internal Revenue Service ("IRS") under
   section 412(d) of the Internal Revenue Code of 1986, as amended (the
   "Code"), and section 303 of ERISA.
 
        WHEREAS, as a condition of those Funding Waivers the Company was
   required to provide security to the Plans and entered into that Payment
   and Security Agreement, dated June 17, 1997, with the PBGC (the "Prior
   Agreement").
 
        WHEREAS, the Company has applied under section 412(d) of the Code and
   section 303 of ERISA to the IRS for Funding Waivers for plan year 1996;
   and
 
        WHEREAS, the Company and PBGC have reached an understanding on
   additional funding payments to the Plans during the 1997 calendar year and
   for the 1996 and 1997 plan years, which payments will satisfy Company's
   obligations under the Prior Agreement, satisfy minimum funding for the
   1996 and 1997 plan years, and allow the Company to withdraw its
   application for Funding Waivers for plan year 1996.
 
   NOW, THEREFORE, IT IS AGREED THAT:
 
        1.   Definitions.
 
        (a)  Unless otherwise defined herein, the following terms, which are
   defined in the Prior Agreement, have the meaning given them in the Prior
   Agreement: "Collateral", "Intercreditor Agreement", "PBGC Liens", "Senior
   Liens", and "Secured Obligations". Further, the following terms which are
   defined in the Intercreditor Agreement and used herein shall have the
   meaning given to them in that document: Lender Agent; Noteholder Agent.
 
        (b)  In addition, the following terms shall have the following
   meanings, unless the context otherwise requires:
 
             "Agreement": this Amended Payment and Security Agreement as the
        same may from time to time be amended or supplemented.
 
             "Event of Default": an Event of Default as defined in section 8
        of this Agreement.
 
             "1998 Funding Goal": minimum funding requirements for the 1998
        plan year for Plans 001,006 and 013 of zero, and for Plans 004 and
        016 of $6,000,000 and $900,000, respectively.
 
             "Plan 003": the Ladish Hourly Employees Plan.
 
             "Plan 014": the Ladish Kentucky Steelworkers Local No. 7513 and
        8054 Plan.
 
             "Required Credit Balance": for each of the Plans, as of the end
        of the plan year ending after December 31, 1997, the credit balance
        in the funding standard account maintained for each such plan
        pursuant to section 412 of the Code and 302 of ERISA as of December
        31, 1997, adjusted for interest to the end of the plan year.
 
        2.   Grant of Security Interest.
 
        The security interests under the Uniform Commercial Code in and to
   certain of the Collateral, in favor of the Plans and the PBGC, granted by
   the Company under the Prior Agreement to secure the timely payment of the
   Secured Obligations, shall continue after the execution of this Agreement.
   As provided in the Prior Agreement and the Intercreditor Agreement, these
   PBGC Liens are subordinate to the Senior Liens, and PBGC's rights with
   respect to the Collateral are subject to the terms of that Intercreditor
   Agreement.
 
        3.   Actions by the Company with respect to the Plans.
 
        (a)  Payments. The Company agrees to make the following contributions
   to the Plans:
 
             (i)  During calendar year 1997, the Company will contribute
             Three Million One Hundred Ninety-Seven Thousand Seven Hundred
             and Seventy-Two Dollars ($3,197,772) to the Plans;
 
             (ii) In addition to the above payments, during the fourth
             quarter of calendar  year 1997, the Company will contribute Ten
             Million Dollars ($10,000,000) to the Plans; and
 
             (iii) On or before January 15, 1998, the Company will contribute
             an additional Seven Hundred Fourteen Thousand Five Hundred and
             Fifty-One Dollars ($714,551) to the Plans.
 
        (b)  Plan Mergers. Before December 31, 1997, the Company will merge
   certain of the Plans as follows:
 
             (i)  Plan 006 and Plan 019 will merge with Plan 003. (Plan 006
             will be the surviving plan)
 
             (ii) Plan 001 will merge with Plan 014. (Plan 001 will be the
             surviving plan)
 
        (c)  Allocation of Payments. The payments described in (a), above,
   shall be allocated among the Plans (including the merged plans as
   described in (b)) as determined by the Company in order to meet its 1998
   Funding Goal.
 
        4.   PBGC Release.
 
        Upon completion of the actions contemplated in section 3(a) and (b),
   and the receipt by PBGC of a certified statement from the Plans' actuary
   stating that the minimum funding requirements for 1998 will meet the 1998
   Funding Goal, PBGC agrees to release the PBGC Liens on the Collateral,
   including the Third Mortgage and Security Agreement PBGC filed against the
   real property of the Company in Milwaukee County in the State of
   Wisconsin. PBGC will execute and deliver to the Company all termination
   statements and mortgage releases as the Company deems necessary to effect
   said release.
 
        5.   Intercreditor Agreement.
 
        In conjunction with the Company and PBGC entering into the Prior
   Agreement, PBGC entered into the Intercreditor Agreement with the Lender
   Agent and the Noteholder Agent. The Company, though not a party to the
   Intercreditor Agreement, agreed to be bound by its terms. The
   Intercreditor Agreement set forth the respective positions and rights of
   the parties thereto to the Collateral. Upon release of the PBGC Lien, PBGC
   agrees (a) that the Intercreditor Agreement is no longer necessary; (b)
   that the Intercreditor Agreement should be terminated; and (c) that PBGC
   will take all actions necessary to terminate that agreement. The Company
   agrees to obtain the consent of the Lender Agent and Noteholder Agent to
   the termination of the Intercreditor Agreement.
 
        6.   Representations and Warranties of the Company.
 
        The Company represents and warrants, to the best of its knowledge,
   that:
 
        (a)  the Company is duly organized and validly existing under the law
   of the State of Wisconsin, and the chief place of business of the Company
   is located within the State of Wisconsin;
 
        (b)  the Company has all necessary corporate authority to execute,
   deliver and perform the obligations under this Agreement;
 
        (c)  the Company is the lawful owner of all of the Collateral and had
   complete authority to grant a security interest in this Collateral;
 
        (d)  all information supplied and statements made in any financial or
   credit statements or application for credit prior to the execution of this
   Agreement are true and correct as of the date furnished and as of the date
   hereof in all material respects.
 
        7.   Covenants of the Company.
 
        (a)  Credit Balance Requirements. The Company agrees that it will
   preserve the Required Credit Balance for each of the Plans for four
   consecutive plan years, starting with the plan year ending December 31,
   1998, provided, however, that the Required Credit Balance may be taken
   into account for purposes of calculating the "deficit reduction
   contribution" described in section 412(l) of the Code.
 
        (b)  Annual Informational Requirements. The Company will furnish to
   PBGC annual audited financial statements (including a balance sheet,
   income statement, statement of operation and cash flow, and statement of
   retained earnings) of the Company, accompanied by the opinion thereon of
   its independent certified public accountant, within 120 days after the
   close of each fiscal year. The Company also will provide PBGC with annual
   actuarial valuation reports for all defined benefit pension plans
   sponsored by the Company within 60 days after becoming available, and the
   annual Form 5500's with all schedules and attachments for each Plan when
   available.
 
        (c)  Other Informational Requirements. The Company shall furnish to
   PBGC copies of quarterly financial statements (unaudited). Additionally,
   the Company will notify' PBGC whether it has made required contributions
   for its two largest plans, such notice to be given within 10 days of the
   date the contribution is due. The Company also will furnish to PBGC such
   other financial statements or reports it has generated as PBGC may
   reasonably request.
 
        8.   Events of Default.
 
        If one or more of the following events or conditions shall occur,
   PBGC shall have the remedies provided below in section 9:
 
        (a)  the Company fails to make any payment required under this
   Agreement, and such failure continues for 5 days;
 
        (b)  the Company otherwise fails to satisfy any term or condition of
   this Agreement;
 
        (c)  the Company becomes insolvent or goes out of business;
 
        (d)  there is a material and adverse change in the business or
   financial condition of the Company;
 
        (e)  a trustee, receiver or custodian is appointed over all or
   substantially all of the property of the Company;
 
        (f)  any proceeding in bankruptcy or reorganization is instituted by
   or against the Company;
 
        (g)  the Company makes a general assignment for the benefit of
   creditors;
 
        (h)  any representation, warranty or certification made by the
   Company, in this Agreement, or in any document furnished in connection
   therewith by the Company, shall prove to have been materially false or
   misleading as of the time made or furnished in any materially adverse
   respect; and
 
        (i)  PBGC shall have instituted proceedings under Section 4042 of
   ERISA seeking termination or appointment of a trustee in respect of any
   defined benefit plan sponsored by the Company; or the Company shall have
   furnished to PBGC or any participant in the Plans a notice of intent to
   terminate the Plan under Section 4041(c) of ERISA;
 
        9.   Rights and Remedies.
 
        PBGC, in its sole discretion, may elect to pursue one or more of the
   following remedies. PBGC may waive any default, or remedy any default in
   any reasonable manner, without waiving any other prior or subsequent
   default.
 
        (a)  General Remedies. If one or more of the Events of Default
   occurs, PBGC may pursue any remedy available in law or equity;
 
        (b)  Specific Remedies. Should an Event of Default described in
   subsection (a) or (b) of Section 8 occur, a lien in the Collateral of the
   Company in favor of PBGC shall arise on the date said default occurs in
   the amount of any missed payment or due contribution.
 
        (c)  No remedy recited in this Agreement shall limit PBGC in any
   manner from pursuing any and all additional remedies provided by
   applicable law.
 
        10.  Indemnity. 
 
        The Company assumes liability for, and agrees to indemnify the Plans
   and PBGC against, and on written demand to pay, or to reimburse the Plans
   and PBGC (and each of their employees, directors, and agents) against the
   payment of any or all liabilities, obligations, losses, damages,
   penalties, claims, suits, actions, costs, expenses and disbursements,
   including legal fees and expenses of any kind and nature imposed on,
   incurred by, or asserted against the Plans or PBGC relating to or arising
   out of this Agreement.
 
        11.  Termination.
 
        This Agreement shall terminate upon receipt by PBGC of a
   certification from the actuary for the Plans that the Required Credit
   Balance has been preserved, as provided in section 7(a), for each of the
   Plans through the end of the plan year that ends during the calendar year
   2001.
 
        12.  Miscellaneous.
 
        (a)  Amendments. The Company understands that this Agreement cannot
   be changed or terminated orally, can only be modified upon the written
   consent of the parties hereto, and that it is for the benefit of and
   binding upon the Company and its respective successors and assigns.
 
        (b)  Counterparts. This Agreement may be executed in one or more
   counterparts, all of which taken together shall constitute one and the
   same instrument.
 
        (c)  Governing Law. This Agreement, and the rights and obligations of
   the parties hereunder shall be governed by and construed in accordance
   with the laws of the State of Wisconsin except to the extent such laws are
   superseded by Federal law.
 
        (d)  Notices. All notices and other communications hereunder shall be
   in writing and shall be delivered to the intended recipient at the Address
   for Notices specified below or at such other address as shall be
   designated by any of them in a notice to each other party set forth
   therein. All notices and other communications shall be deemed to have been
   duly given, in the case of transmission by telecopy, when sent; in the
   case of hand delivery, when received; or in the case of mail, three
   business days after the date deposited in the mail addressed as described
   above.
    
        Address for Notices:
 
   If to the Company:  Ladish Co. Inc.
                       5481 South Packard Avenue
                       Cudahy, Wisconsin 53110
                       Attn: Wayne E. Larsen
 
   If to PBGC:         Pension Benefit Guaranty Corp.
                       1200 K Street, N.W.
                       Washington, D.C. 20005
                       Attention: Executive Director
 
   (With a copy to the Office of the General Counsel)
 
        (e)  Anti-waiver and severability. PBGC's failure to exercise any
   right, remedy or option under this Agreement, or any delay by PBGC in
   exercising any of them, will not operate as a waiver. The Company
   understands that the only way PBGC may waive its rights is in writing
   signed by an authorized agent of PBGC. All of PBGC's rights and remedies
   under this Agreement are cumulative and not exclusive of each other. If
   any provision of this Agreement is unenforceable for any reason, it shall
   not affect the enforceability of the other provisions of this Agreement.
 
        IN WITNESS WHEREOF, this Agreement has been duly executed and
   delivered as of the day stated above.
 
 
                            PENSION BENEFIT GUARANTY CORPORATION
 
 
                            By:  /s/ Ellen Hennessy
                                 Ellen Hennessy
                                 Deputy Executive Director and Chief
                                 Negotiator
 
 
                            LADISH CO., INC.
 
 
                            By:  /s/ Wayne E. Larsen
                                 Wayne E. Larsen
                                 Vice President of Law/Finance & Secretary