BRADY CORP
CHANGE OF CONTROL AGREEMENT - MICHAEL O. OLIVER
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>3
<FILENAME>c72003exv10w28.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT - MICHAEL O. OLIVER
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.28

                                BRADY CORPORATION

                           CHANGE OF CONTROL AGREEMENT

                  AGREEMENT, made as of January 5, 2001, between Brady
Corporation, a Wisconsin corporation, ("Company") and Michael O. Oliver.

                  WHEREAS, the Executive is now serving as an executive of the
Company in a position of importance and responsibility; and

                  WHEREAS, the Executive possesses intimate knowledge of the
business and affairs of the Company and its policies, markets and financial and
human resources, and the Executive has acquired certain confidential information
and data with respect to the Company; and

                  WHEREAS, the Company wishes to continue to receive the benefit
of the Executive's knowledge and experience and, as an inducement for continued
service, is willing to offer the Executive certain payments due to severance as
a result of change of control as set forth herein;

                  NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth herein, the Executive and Company agree as follows:

         SECTION 1. DEFINITIONS.

                  (a) Change of Control. For purposes of this Agreement, a
"Change of Control" shall occur if and when any person or group of persons (as
defined in Section 13(d)(3) of the Securities and Exchange Act of 1934) other
than the members of the family of William H. Brady, Jr. and their descendants,
or trusts for their benefit, and the W. H. Brady Foundation, Inc., collectively,
directly or indirectly controls in excess of 50% of the voting common stock of
the Company.

                  (b) Termination Due to Change of Control. A "Termination Due
to Change of Control" shall occur if within the 24 month period beginning with
the date a Change of Control occurs (i) the Executive's employment with the
Company is involuntarily terminated (other than by reason of death, disability
or Cause) or (ii) the Executive's employment with the Company is voluntarily
terminated by the Executive subsequent to (A) any reduction in the total of the
Executive's annual base salary (exclusive of fringe benefits) and the
Executive's target bonus in comparison with the Executive's annual base salary
and target bonus immediately prior to the date the Change of Control occurs, (B)
a significant diminution in the responsibilities or authority of the Executive
in comparison with the Executive's responsibility and authority immediately
prior to the date the Change of Control occurs or (C) the imposition of a
requirement by the Company that the Executive relocate to a principal work
location more than 50 miles from the Executive's principal work location
immediately prior to the date the Change of Control occurs.

                  (c) "Cause" means (i) the Executive's willful and continued
failure to substantially perform the Executive's duties with the Company (other
than any such failure resulting from physical or mental incapacity) after
written demand for performance is given to the Executive by the Company which
specifically identifies the manner in which the Company believes the Executive
has not substantially performed and a reasonable time to cure has transpired,
(ii) the Executive's conviction of (or plea of nolo contendere for the
commission of) a felony, or (iii) the Executive's commission of an act of
dishonesty or of any willful act of misconduct which results in or could
reasonably be




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expected to result in significant injury (monetarily or otherwise) to the
Company, as determined in good faith by the Board of Directors of the Company.

                  (d) "Beneficiary" means any one or more primary or secondary
beneficiaries designated in writing by the Executive on a form provided by the
Company to receive any benefits which may become payable under this Agreement on
or after the Executive's death. The Executive shall have the right to name,
change or revoke the Executive's designation of a Beneficiary on a form provided
by the Company. The designation on file with the Company at the time of the
Executive's death shall be controlling. Should the Executive fail to make a
valid Beneficiary designation or leave no named Beneficiary surviving, any
benefits due shall be paid to the Executive's spouse, if living; or if not
living, then to the Executive's estate.

                  (e) "Code" means the Internal Revenue Code of 1986, as
amended.

         SECTION 2. PAYMENTS UPON TERMINATION DUE TO CHANGE OF CONTROL.

                  (a) Following Termination Due to Change of Control, the
Executive shall be paid an amount equal to two times the annual base salary paid
the Executive by the Company in effect immediately prior to the date the Change
of Control occurs, and two times the average bonus payment received in the three
years immediately prior to the date the Change of Control occurs. Such amount
shall be paid in 24 monthly installments beginning on the 15th day of the month
following the month in which the Executive's employment with the Company
terminates.

                  (b) If the scheduled payments under paragraph (a) above would
result in disallowance of any portion of the Company's deduction therefore under
Section 162(m) of the Code, the payments called for under paragraph (a) shall be
limited to the amount which is deductible, with the balance to be paid as soon
as deductible by the Company. However, in such event, the Company shall pay the
Executive on a quarterly basis an amount of interest based on the prime rate
recomputed each quarter on the unpaid scheduled payments.

         SECTION 3. EXCISE TAX, ATTORNEY FEES.

                  (a) If the payments under Section 2 in combination with any
other payments which the Executive has the right to receive from the Company
(the "Total Payments") would result in the Executive incurring an excise tax as
a result of Section 280(G) of the Code, the Company will reimburse the Executive
for such Excise Tax.

                  (b) If the Executive is required to file a lawsuit to enforce
the Executive's rights under this Agreement, or the Executive's Nonqualified
Retention Stock Option Agreement dated August 1, 2000, and the Executive
prevails in such lawsuit, the Company will reimburse the Executive for his
attorney fees incurred up to a maximum of $25,000.00.





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         SECTION 4. DEATH AFTER THE EXECUTIVE HAS BEGUN RECEIVING PAYMENTS.

Should the Executive die after Termination Due to Change of Control, but before
receiving all payments due the Executive hereunder, any remaining payments due
shall be made to the Executive's Beneficiary.

         SECTION 5. CONFIDENTIAL INFORMATION AGREEMENT.

The Executive has obligations under the separate Confidential Information
Agreement between the Executive and the Company which continue beyond the
Executive's termination of employment. The payments to be made hereunder are
conditioned upon the Executive's compliance with the terms of the Confidential
Information Agreement. The payments made hereunder shall be reduced by any
payments the Company makes to the Executive under Section 3 of the Confidential
Information Agreement. In the event the Executive violates the provisions of the
Confidential Information Agreement, no further payments shall be due hereunder
and the Executive shall be obligated to repay all previous payments received
hereunder in the same manner as provided in Section 4 of the Confidential
Information Agreement.

         SECTION 6. MISCELLANEOUS.

                  (a) Non-Assignability. This Agreement is personal to the
Executive and, without the prior written consent of the Company, shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns and shall also be enforceable by the
Executive's legal representatives.

                  (b) Successors. The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company expressly
to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise.

                  (c) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Wisconsin, without
reference to principles of conflict of laws, to the extent not preempted by
federal law. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.

                  (d) Notices. All notices and other communications under this
Agreement shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

                      If to the Executive:             Michael O. Oliver
                                                       34198 Old Walnut Circle
                                                       Gurnee, IL 60031



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                      If to the Company:        Brady Corporation
                                                6555 West Good Hope Road
                                                Milwaukee, WI  53223
                                                Attention: Corporate Secretary

or to such other address as either party furnishes to the other in writing in
accordance with this paragraph. Notices and communications shall be effective
when actually received by the addressee.


                  (e) Construction. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. If any provision of this Agreement shall
be held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall remain
valid and enforceable and continue in full force and effect to the fullest
extent consistent with law.

                  (f) No Guarantee of Employment. Nothing contained in this
Agreement shall give the Executive the right to be retained in the employment of
the Company or affect the right of the Company to dismiss the Executive.

                  (g) Amendment; Entire Agreement. This Agreement may not be
amended or modified except by a written agreement executed by the parties hereto
or their respective successors and legal representatives. This Agreement
contains the entire agreement between the parties on the subjects covered and
replaces all prior writings, proposals, specifications or other oral or written
materials relating thereto.

                  (h) Impact on Other Plans. No amounts paid to the Executive
under this Agreement will be taken into account as "wages", "salary", "base pay"
or any other type of compensation when determining the amount of any payment or
allocation, or for any other purpose, under any other qualified or nonqualified
plan or agreement of the Company, except as otherwise may be specifically
provided by such plan or agreement.

                  (i) Other Agreements. This Agreement supersedes any other
severance arrangement between the Company and the Executive. This Agreement does
not confer any payments or benefits other than the payments described in
Sections 2 & 3 hereof.

                  (j) Withholding. To the extent required by law, the Company
shall withhold any taxes required to be withheld with respect to this Agreement
by the federal, state or local government from payments made hereunder or from
other amounts paid to the Executive by the Company.

                  (k) Facility of Payment. If the Executive or, if applicable,
the Executive's Beneficiary, is under legal disability, the Company may direct
that payments be made to a relative of such person for the benefit of such
person, without the intervention of any legal guardian or conservator, or to any
legal guardian or conservator of such person. Any such distribution shall
constitute a full discharge with respect to the Company and the Company shall
not be required to see to the application of any distribution so made.



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         SECTION 7. CLAIMS PROCEDURE.

                  (a) Claim Review. If the Executive or the Executive's
Beneficiary (a "Claimant") believes that he or she has been denied all or a
portion of a benefit under this Agreement, he or she may file a written claim
for benefits with the Company. The Company shall review the claim and notify the
Claimant of the Company's decision within 60 days of receipt of such claim,
unless the Claimant receives written notice prior to the end of the 60 day
period stating that special circumstances require an extension of the time for
decision. The Company's decision shall be in writing, sent by mail to the
Claimant's last known address, and if a denial of the claim, must contain the
specific reasons for the denial, reference to pertinent provisions of this
Agreement on which the denial is based, a designation of any additional material
necessary to perfect the claim, and an explanation of the claim review
procedure.

                  (b) Appeal Procedure to the Board. A Claimant is entitled to
request a review of any denial by the full Board by written request to the Chair
of the Board within 60 days of receipt of the denial. Absent a request for
review within the 60-day period, the claim will be deemed to be conclusively
denied. The Board shall afford the Claimant the opportunity to review all
pertinent documents and submit issues and comments in writing and shall render a
review decision in writing, all within 60 days after receipt of a request for
review (provided that, in special circumstances the Board may extend the time
for decision by not more than 60 days upon written notice to the Claimant.) The
Board's review decision shall contain specific reasons for the decision and
reference to the pertinent provisions of this Agreement.

                  IN WITNESS WHEREOF, the Executive has signed this Agreement
and, pursuant to the authorization of the Board, the Company has caused this
Agreement to be signed, all as of the date first set forth above.


         /s/ Michael O. Oliver
         --------------------------------------------------
         Executive - Michael O. Oliver




         Brady Corporation


         By: /s/ Katherine M. Hudson
            -----------------------------------------------


         Attest /s/ Conrad G. Goodkind
                -------------------------------------------



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