Plan and Agreement of Distribution [Amendment No. 1]

                               FIRST AMENDMENT TO
                       PLAN AND AGREEMENT OF DISTRIBUTION


        This first amendment TO THE Plan and Agreement of Distribution (this
"Amendment") is made as of the 27th day of December, 2001 by and between Thermo
Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant
Inc., a Delaware corporation ("Kadant"). Capitalized terms used herein without
definition shall have the same meanings ascribed to such terms in the
Distribution Agreement (as defined below).

                                    RECITALS

        WHEREAS, Thermo Electron and Kadant are parties to that certain Plan and
Agreement of Distribution dated as of August 3, 2001 (the "Distribution
Agreement");

        WHEREAS, the parties hereto desire to amend the Distribution Agreement
as herein provided:

        NOW THEREFORE, in consideration of the covenants and agreements