NATCO GROUP INC.

                           CHANGE IN CONTROL AGREEMENT







       THIS AGREEMENT is entered into this 11th day of December, 2002 by and

between NATCO GROUP INC., a Delaware corporation (the "Company"), and J. Michael

Mayer (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.





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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 long-term

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