Exhibit 10.3

SEQUA CORPORATION
LONG-TERM INCENTIVE PLAN

(Effective March 31, 2005)

SEQUA CORPORATION
LONG-TERM INCENTIVE PLAN

Purpose

The purpose of the Sequa Corporation Long-Term Incentive Plan (the “Plan”) is to improve the Company’s long-term performance by encouraging eligible officers to increase the economic profits of Sequa Corporation (the “Company”) and its business units.

Administration of the Plan

The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”), which shall consist of two or more members of the Board of Directors of the Company, all of whom shall be “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Subject to the provisions of the Plan, the Committee shall have full and final authority in its discretion (i) to determine the corporate officers (other than those specifically identified in Section 3) who are eligible to participate in the Plan, (ii) to adjust performance measures and goals to the extent permitted by Section 5(e), (iii) to determine whether the performance goals were met for a performance cycle, (iv) to adopt, amend, and rescind such rules and regulations as the Committee deems advisable in the administration of the Plan, (v) to construe and interpret the Plan and the rules and regulations adopted hereunder, (vi) to make all other determinations deemed necessary or desirable for the administration of the Plan, and (vii) to perform all other powers and duties conferred by the Plan.

Participation

The persons who shall participate in the Plan (“Participants”) shall be the Executive Chairman of the Board of Directors of the Company, the Chief Executive Officer  and the Vice Chairmen of the Company, certain business unit presidents, certain division presidents, and such other corporate officers of the Company and its subsidiaries as the Committee shall designate from time to time.  A corporate officer not specifically identified in the preceding sentence shall be eligible to participate in the Plan for a performance cycle only if his or her position has been designated by the Committee for participation in the Plan no later than March 31 of the first calendar year of that performance cycle.

An employee must be employed in a position eligible for participation in the Plan on the first day of a performance cycle in order to participate for that performance cycle.

Performance Measures and Performance Cycle

The performance measure for each performance cycle shall be cumulative Economic Profit (as defined in Section 4(b), below), determined as set forth in subsection (b) of this Section 4, measured from the first business day of the performance cycle to the last business day of the performance cycle.

The cumulative Economic Profit with respect to a performance cycle shall be the economic profit for all of the operating units of the Company, excluding the ARC Automotive and After Six business units, calculated as follows:

start with pre-tax operating income (loss)

add equity income and subtract equity losses of joint ventures

subtract minority interests' proportional share of net income and add minority interests' proportional share of net losses (such proportion to be based on percentage of subsidiary owned by minority interests

subtract interest on average net assets (at 11.5% pre-tax weighted average cost of capital)

subtract Corporate G&A (at 1.5% of sales)

If, during a performance cycle, a business is sold, the cumulative Economic Profit attributable to that business shall be determined as of the