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                                                                Exhibit 10(G)(2)



                                 AMENDMENT NO. 1
                                     TO THE
                                HUNT CORPORATION
                      SUPPLEMENTAL EXECUTIVE BENEFITS PLAN

               (As Amended and Restated Effective January 1, 1997)

         WHEREAS, Hunt Corporation (the "Company") maintains the Hunt
Corporation Supplemental Executive Benefits Plan (the "Plan"); and

         WHEREAS, the Company most recently amended and restated the Plan
effective January 1, 1997; and

         WHEREAS, the Company desires further to amend the Plan in order to
clarify certain provisions thereof; and

         NOW, THEREFORE, effective January 1, 1997, the Company hereby amends
the Plan as follows:

         1. Section 4.11 of the Plan is amended to read as follows:

         4.11 Elective Transfer of Life Insurance Policies Providing Article IV
Benefits:

                           (a) Election. A Participant described in Section
                  4.11(c) may elect, on the Appropriate Form filed with the
                  Committee not later than 60 days following his or her
                  retirement or other separation from service, to have
                  transferred to him or her the life insurance policies held by
                  the Trust under the Plan to provide benefits to such
                  Participant under this Article IV, but only to the extent the
                  cash surrender value of such policies does not exceed the
                  Present Value of his or her Accrued Benefit. (A Participant
                  described in Section 4.11(c) who is not otherwise eligible to
                  receive benefits under this Article IV shall be deemed to have
                  made such an election.) In the event of such transfer, such
                  Participant shall be entitled to no further benefits under
                  this Article IV.

                           (b) Time of Transfer. In the event a Participant
                  makes an election under Section 4.11(a), such life insurance
                  policies shall be transferred to the Participant as soon as
                  practicable following the date such election is made, but in
                  no event earlier than the later of (i) 90 days after the date
                  such election is made, or (ii) the first day of the
                  Participant's first taxable year which begins after the date
                  such election is made.

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                           (c) Eligible Participants. The election described in
                  Section 4.11(a) shall be available to any Participant who:

                                     (1) Retires on or after his or her Early
                            Retirement Date.

                                     (2) Separates from service by reason of
                            Disability.

                                     (3) Voluntarily terminates his or her
                            employment with the Participating Companies after
                            completing 15 or more Years of Vesting Service.

                                     (4) Is involuntarily terminated for any
                            reason other than Cause or performance limitations,
                            or is involuntary terminated for performance
                            limitations after completing 15 or more Years of
                            Vesting Service, provided that (i) if such
                            Participant is entitled to receive "Salary
                            Continuation Benefits" under the Hunt Corporation
                            Officer Severance Plan (the "Severance Plan"), such
                            Participant must sign a "Separation Agreement" under
                            the Severance Plan, and (ii) the transfer shall not
                            occur until the end of the "Severance Period" under
                            the Severance Plan.

                  Notwithstanding the foregoing, this Section 4.11 shall not
                  apply to any Participant or his or her beneficiary if such
                  Participant dies before the transfer of the life insurance
                  policies held by the Trust under the Plan to provide benefits
                  to such Participant under Article IV of the Plan.

                  2.  Section 6.5 of the Plan is amended to read as follows:

                  6.5      Manner, Form and Time of Distribution of Accounts:

                           (a) Time of Distribution: The vested balance in an
                  Executive Officer Participant's Accounts shall be paid, or
                  commence to be paid, as soon as practicable after the
                  Executive Officer Participant separates from service with the
                  Participating Companies and all their Affiliates for any
                  reason.

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                           (b) Manner of Distribution: Subject to Section 6.10,
                  an Executive Officer's vested Accounts shall be paid in a
                  single lump sum; provided, however, that an Executive Officer
                  who retires on or after his or her Early or Normal Retirement
                  Date may elect, by filing the Appropriate Form with the
                  Committee at least 90 days before the beginning of the
                  Participant's taxable year in which such distribution is to be
                  made or commence under Section 6.5(a), to receive distribution
                  of his or her vested Accounts in installments, payable
                  monthly, quarterly, or annually, over a period not to exceed
                  ten years. If an Executive Officer elects to receive
                  installment payments under this Section 6.5(b), the balance of
                  his or her Accounts shall be reduced by the amount of any
                  costs incurred to keep in effect the life insurance policies
                  held by the Trust under the Plan to provide benefits to such
                  Participant under this Article VI during the payment period.

                           (c) Death of Executive Officer Participant:
                  Notwithstanding any election under Section 6.5(b), if an
                  Executive Officer Participant dies prior to the complete
                  distribution of his or her Accounts, the remaining vested
                  balance in such Accounts shall be paid to his or her
                  Beneficiary in a single sum as soon as practicable after the
                  Executive Officer Participant's death.

                           (d) Form of Distribution. Except as otherwise
                  provided in this Section 6.5(d) or in Section 6.10,
                  distribution of vested Account balances not invested in
                  Company Securities shall be made in cash, and distribution of
                  vested Account balances invested in Company Securities shall
                  be made in Company Securities unless the Executive Officer
                  Participant elects to have such distribution made in cash, and
                  the Company's Board of Directors approves such election. Such
                  election shall be made by filing the Appropriate Form with the
                  Committee.

                  3.  Section 6.10 of the Plan is amended to read as follows:

                  6.10 Elective Transfer of Life Insurance Policies Providing
         Article VI Benefits: Any Participant who has a vested interest in his
         or her Accounts and who does not have in effect an election to receive
         distribution of his or her vested Accounts in installments under
         Section 6.5(b) may elect, by filing the Appropriate Form with the
         Committee, to have transferred to him or her the life insurance
         policies held by the Trust under the Plan to provide benefits to such
         Participant under this Article VI, after removing from such life
         insurance policies the portion of such Participant's Accounts which is
         not vested and any insurance company charges and fees related thereto.
         If such a transfer is made, the Company shall make a single-sum cash
         payment to the Participant equal to the excess, if any, of the
         Participant's vested interest in his or her Accounts over the cash
         value of the insurance policies. In the event of such a transfer under
         this Section 6.10, such Participant shall be entitled to no further
         benefits under this Article VI.

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                  IN WITNESS WHEREOF, Hunt Corporation has caused these presents
to be duly executed this ____ day of _________, 1999.

Attest:                                   HUNT CORPORATION



_______________________________     By:     _______________________________
Secretary                                            Senior Vice President








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