NATCO GROUP INC.

                           CHANGE IN CONTROL AGREEMENT



         THIS AGREEMENT is entered into this 7th day of June, 2003 by and

between NATCO GROUP INC., a Delaware corporation (the "Company"), and Richard W.

FitzGerald (the "Executive").



         WHEREAS, the Company's Board of Directors (the "Board") has determined

that it is in the best interests of the Company and its stockholders to ensure

that the Company and its affiliates will have the continued dedication of the

Executive, notwithstanding the possibility, threat or occurrence of a

termination of the Executive's employment in certain circumstances, including

following a Change in Control as defined herein. The Board believes it is

imperative to diminish the inevitable distraction of the Executive by virtue of

the personal uncertainties and risks created by a pending or threatened

termination of the Executive's employment in such circumstances and to provide

the Executive with compensation and benefits arrangements upon such a

termination which ensure that the compensation and benefits expectations of the

Executive will be satisfied and which are competitive with those of other

corporations who may seek to employ the Executive.



         NOW, THEREFORE, in order to accomplish these objectives, the Board has

caused the Company to enter into this Agreement with the Executive, and it is

hereby agreed as follows:



1.       Definitions. For purposes of this Agreement, the following terms will

have the following meanings unless otherwise expressly provided in this

Agreement:



         (a)      Board. "Board" means the Board of Directors of the Company.



         (b)      Cause. "Cause" means:



                  (i)      the Executive's willful and continued failure to

                           substantially perform the Executive's duties with the

                           Company or its affiliates (other than any such

                           failure resulting from the Executive's incapacity due

                           to physical or mental illness), after a written

                           demand for substantial performance is delivered to

                           the Executive by the Company which specifically

                           identifies the manner in which the Company believes

                           that the Executive has not substantially performed

                           his or her duties;



                  (ii)     the final conviction of the Executive of, or an

                           entering of a guilty plea or a plea of no contest by

                           the Executive, to a felony or of a misdemeanor

                           involving moral turpitude; or



                  (iii)    the willful engaging by the Executive in illegal

                           conduct or gross misconduct which is materially and

                           demonstrably injurious to the Company.



                                       1

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                           For purposes of this definition, no act or failure to

                           act on the part of the Executive shall be considered

                           "willful" unless it is done, or omitted to be done,

                           by the Executive in bad faith or without a reasonable

                           belief that the action or omission was in the best

                           interests of the Company or its affiliates. Any act,

                           or failure to act, based on authority given pursuant

                           to a resolution duly adopted by the Board, the

                           instructions of a more senior officer of the Company

                           or the advice of counsel to the Company or its

                           affiliates will be conclusively presumed to be done,

                           or omitted to be done, by the Executive in good faith

                           and in the best interests of the Company and its

                           affiliates.



         (c)      Change in Control. A "Change in Control" means the occurrence

         of any one of the following events:



                  (i)      the Company is not the surviving entity in any merger

                           or consolidation (or survives only as a subsidiary of

                           an entity);



                  (ii)     the Company sells, leases or exchanges or agrees to

                           sell, lease or exchange all or substantially all of

                           its assets to any other person or entity;



                  (iii)    the Company is to be dissolved and liquidated;



                  (iv)     any person or entity, including a "group" as

                           contemplated by Section 13(d)(3) of the Securities

                           Exchange Act of 1934, as amended, acquires or gains

                           ownership or control (including, without limitation,

                           power to vote) of more than 50% of the outstanding

                           shares of the Company's voting stock (based upon

                           voting power); or



                  (v)      as a result of or in connection with a contested

                           election of Directors, the persons who were Directors

                           of the Company before such election shall cease to

                           constitute a majority of the Board.



         (d)      Date of Termination means the date specified in a Notice of

         Termination pursuant to paragraph 3 hereof, or the Executive's last

         date as an active employee of the Company and its affiliates before a

         termination of employment due to death, Disability, or other reason, as

         the case may be.



         (e)      Director. "Director" means an individual elected to the Board

         by the stockholders of the Company or by the Board under applicable

         corporate law who is serving on the Board on the date of this Agreement

         or who is elected to the Board after such date.



         (f)      Disability. "Disability" means the Executive's total and

         permanent disability as defined under the terms of the Company's

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