EXHIBIT 10.1



                    INDEMNIFICATION AGREEMENT


           This  Agreement is made as of the 5th  day  of  March,
2004,  by  and  among Graham Corporation, a Delaware  corporation
(the  "Company"),  and  the  undersigned  (the  "Director")  with
reference to the following facts:

           The  Director is currently serving as a member of  the
Board  of Directors of the Company (the "Board") and the  Company
wishes  the Director to continue in such capacity.  The  Director
is  willing,  under certain circumstances, to  continue  in  such
capacity.

           In  addition  to  the  indemnification  to  which  the
Director is entitled pursuant to the Certificate of Incorporation
of   the  Company,  and  as  additional  consideration  for   the
Director's  service, the Company has, in the past,  furnished  at
its   expense   directors'  and  officers'  liability   insurance
protecting the Director in connection with such service.

          In order to induce the Director to continue to serve as
a  member  of  the Board and in consideration for  his  continued
service,  the Company hereby agrees to indemnify the Director  as
follows:

          1.   The Company will pay on behalf of the Director and
his executors, administrators or assigns, any amount which he  is
or  becomes  legally obligated to pay because  of  any  claim  or
claims made against him because of any act or omission or neglect
or  breach of duty, including any actual or alleged error or  mis
statement  or misleading statement, which he commits  or  suffers
while  acting  in his capacity as a Director of the  Company  and
solely  because of his being a Director.  The payments which  the
Company will be obligated to make hereunder shall include,  inter
alia,  damages, judgments, settlements and costs, cost of investi
gation (excluding salaries of officers or employees of the  Compa
ny)  and costs of defense of legal actions, claims or proceedings
and  appeals therefrom, and costs of attachment or similar bonds;
provided however, that the Company shall not be obligated to  pay
fines  or  other obligations or fees imposed by law or  otherwise
which it is prohibited by applicable law from paying as indemnity
or for any other reason.

          2.   If a claim under this Agreement is not paid by the
Company,  or  on its behalf, within ninety days after  a  written
claim  has been received by the Company, the claimant may at  any
time  thereafter bring suit against the Company  to  recover  the
unpaid amount of the claim and if successful in whole or in part,
the  claimant  shall be entitled to be paid also the  expense  of
prosecuting such claim.




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           3.   In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to  all
of  the rights of recovery of the Director, who shall execute all
papers required and shall do everything that may be necessary  to
secure  such  rights, including the execution of  such  documents
necessary to enable the Company effectively to bring suit  to  en
force such rights.

           4.    The Company shall not be liable under this Agree
ment  to  make  any  payment in connection with  any  claim  made
against the Director;

                (a)   for which payment is actually made  to  the
Director  under a valid and collectible insurance policy,  except
in  respect of any excess beyond the amount of payment under such
insurance;

                (b)   for  which  the  Director  is  entitled  to
indemnity and/or payment by reason of having given notice of  any
circumstance which might give rise to a claim under any policy of
insurance, the terms of which have expired prior to the effective
date of this Agreement;

                (c)  for which the Director is indemnified by the
Company otherwise than pursuant to this Agreement;

                (d)   based upon or attributable to the  Director
gaining in fact any personal profit or advantage to which he  was
not legally entitled;

                (e)   for an accounting of profits made from  the
purchase  or  sale by the Director of securities of  the  Company
within  the  meaning of Section 16(b) of the Securities  Exchange
Act  of 1934 and amendments thereto or similar provisions of  any
state statute or common law; or

               (f)  brought about or contributed to by illegal or
dishonest  conduct  on the part of the Director  seeking  payment
hereunder;  however, notwithstanding the foregoing, the  Director
shall  be  protected under this Agreement as to any  claims  upon
which  suit  may be brought against him by reason of any  alleged
dishonest  conduct on his part, unless a judgment or other  final
adjudication thereof adverse to the Director shall establish that
he  committed (i) acts of active and deliberate dishonesty,  (ii)
with  actual  dishonest  purpose  and  intent,  which  acts  were
material to the cause of action so adjudicated.

           5.   No costs, charges or expenses for which indemnity
shall be sought hereunder shall be incurred without the Company's
consent, which consent shall not be unreasonably withheld.

           6.    The  Director, as a condition precedent  to  his
right  to be indemnified under this Agreement, shall give to  the
Company  notice in writing as soon as practicable  of  any  claim
made  against  him for which indemnity will or  could  be  sought
under this Agreement.  Notice to the Company shall be directed to
the  Secretary of the Company at Graham Corporation, 20  Florence
Avenue, Batavia, New York 14020 (or to such other address  as  to
the  Company  may  designate in writing to the Director);  notice
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shall  be  deemed  received  if sent  by  prepaid  mail  properly
addressed, the date of such notice being the date postmarked.  In
addition,  the  Director shall give the Company such  information
and  cooperation  as it may reasonably require and  as  shall  be
within the Director's power.

           7.    Costs  and expenses (including attorneys'  fees)
incurred  by  the  Director  in defending  or  investigating  any
action,  suit, proceeding or investigation shall be paid  by  the
Company  as they are incurred in advance of the final disposition
of  such matter; provided, however that the Director must pay  to
the  Company the amount of any such costs and expenses for  which
the Director has been indemnified with respect to such matter, if
it is ultimately determined by a court of final adjudication that
the  Director is not entitled to indemnification under the  terms
of  this  Agreement.  Notwithstanding the foregoing or any  other
provision  of  this Agreement, no indemnification for  costs  and
expenses  shall  be  made by the Company if  a  determination  is
reasonably and promptly made (1) by the Board, by a majority vote
of  a quorum of disinterested directors, or alternatively, (2) if
so directed by a majority vote of a quorum of disinterested direc
tors,  by  independent  legal counsel; or  (3)  if  a  quorum  of
disinterested  directors is not obtainable, by independent  legal
counsel,  that, based upon the facts known to the Board  or  such
independent counsel at the time such determination is  made,  (a)
the Director acted in bad faith or in a manner that he or she did
not  believe to be in or not opposed to the best interest of  the
Company,  or  (b)  with respect to any criminal  proceeding,  the
Director believed or had reasonable cause to believe his  conduct
was  unlawful, or (c) the Director deliberately breached his duty
to the Company or its stockholders.

          8.   In the event that the indemnification provided for
herein  is  held by a court of competent jurisdiction  to  be  un
available to the Director in whole or part, the Company shall con
tribute to the payment of the Director's liabilities in an amount
that  is just and equitable in the circumstances, taking into  ac
count,  among other things, payments by other directors and  offi
cers  of  the Company for their respective liabilities  in  conse
quence  of  the event or events which gave rise to the Director's
liability.   The  Company and the Director  agree  that,  in  the
absence  of  personal  enrichment, acts of intentional  fraud  or
dishonesty  or criminal conduct on the part of the  Director,  it
would not be just and equitable for the Director to contribute to
the payment of Losses arising out of any action, suit, proceeding
or  investigation in an amount greater than:  (i) in a case where
the Director is a director of the Company, but not an officer  of
the  Company, the amount of fees paid to the Director for serving
as  a director during the 12 months preceding the commencement of
such action, suit, proceeding or investigation; or (ii) in a case
where the Director is a director of the Company and is an officer
of the Company, the amount set forth in clause (i) plus 5% of the
aggregate  cash compensation paid to the Director for service  in
such office(s) during the 12 months preceding the commencement of
such action, suit, proceeding or investigation.

           9.    This Agreement may be executed in any number  of
counterparts,  all of which taken together shall  constitute  one
document.
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           10.  Nothing herein shall be deemed to diminish or oth
erwise restrict the Director's right to indemnification under any
provision of the certificate of incorporation or by-laws  of  the
Company or under Delaware law.

           11.  This Agreement shall be governed by and construed
in  accordance  with  the law of the State of  Delaware,  without
regard to the conflict of  laws provisions thereof.

           12.   This Agreement shall be binding upon all  succes
sors and assigns of the Company (including any transferee of  all
or substantially all of its assets and any successor by merger or
operation  of law) and shall inure to the benefit of  the  heirs,
personal representatives and estate of Director.

           13.   If any provision or provisions of this Agreement
shall  be  held to be invalid, illegal or unenforceable  for  any
reason  whatsoever (i) the remaining provisions of this Agreement
(including without limitation, all portions of any paragraphs  of
this  Agreement containing any such provision held to be invalid,
illegal  or  unenforceable, that are not by  themselves  invalid,
illegal  or  unenforceable) shall not in any way be  affected  or
impaired  thereby, and (ii) to the fullest extent  possible,  the
provisions of this agreement (including, without limitation,  all
portions  of any paragraph of this Agreement containing any  such
provision held to be invalid, illegal or unenforceable, that  are
not  themselves  invalid,  illegal  or  unenforceable)  shall  be
construed so as to give effect to the intent of the parties  that
the Company provide protection to Director to the fullest enforce
able extent.


          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and signed as of the day  and  year
first above written.




GRAHAM CORPORATION



By:_____________________________





________________________________
Director