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EXHIBIT 10.5
 AMENDED
KAYDON CORPORATION
CHANGE IN CONTROL COMPENSATION AGREEMENT
     1. Services During Certain Events .
 2. Termination In Connection With or Following Change in Control .




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a. Circumstances .
 i. By Kaydon .
 ii. By Executive .
 Demotion
 Reporting
 Reduction
 Location
 b. Rights and Benefits .
 i. Additional Compensation .
 Salary
 Bonus
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
    
    The average bonus payable to Executive over the most recent three-year fiscal period
(or the period during which the Executive has been employed by Kaydon (or any of its Subsidiaries) if less than three years); or
    
    Executives target bonus for the calendar year in which the termination of
employment occurs.
 ii. Incentive Compensation .
 Incentive Compensation Plans .
 Increase . th
 
    
    The projected incentive compensation plan awards for the year in which termination
of employment occurs; or
    
    The incentive compensation plan awards to the Executive for the most recently ended
plan year,
  Acceleration
 iii. Supplemental Executive Retirement Plan Benefits .
 Vesting
 
    
    Is age 55 or older at the time of the Change in Control; and
    
    Is fully vested in the Retirement Plan (or would be fully vested if Executive was a
participant in that Plan) at the time of the Change in Control.
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Additional Credit
 
    
    Has been (and remains) identified in the SERP as an individual eligible for that
Additional Discretionary Credit or was removed as an individual eligible for that
Credit in anticipation of the Change in Control; and
    
    Is vested in the Executives Accrued Benefit under the SERP under the terms of the
SERP or subsection A, above.
 Actuarial Equivalent
 Effect
 
    
    An amendment of the SERP with respect to Executive to effect these provisions;
    
    Agreement by Executive to the terms of, and consent in accordance with Section
6.1(a) of the SERP to, the amended and restated SERP adopted by the Board of Directors
on May 17, 2007 and to the amendments to the SERP provided in this Agreement;
    
    Agreement by Kaydon and Executive that Executive may not be removed from the
Additional Credit provisions of the SERP once steps to effect a Change in Control have
commenced; and
    
    Agreement by Kaydon and Executive that Executives employment with any successor to
Kaydon shall not cause forfeiture of Executives benefits under the SERP under Section
3.6(a) of the SERP.
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Limitation
 Acceleration
 iv. Other Compensation .
 v. Insurance and Other Special Benefits .
 Period
 
    
    Three years from the date of termination of Executives employment;
    
    The Executives Normal Retirement Date (as defined in the Retirement Plan) (and, in
the case of medical insurance, until Executive is eligible for Parts A and B of
Medicare or their equivalent, if later); or
    
    The date Executive obtains reasonably comparable life insurance, medical insurance,
dental insurance, accident insurance, or disability insurance, as the case may be, at
no greater cost to Executive than was the case at Kaydon.
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
    
    Is age 55 or older at the time of the Change in Control; and
    
    Is fully vested in the Retirement Plan (or would be fully vested if Executive was a
participant in that Plan) at the time of the Change in Control.
 Conditions
 
    
    The in kind benefits and the amount eligible for reimbursement during a taxable year
of Executive may not affect the in kind benefits to be provided or reimbursement in any
other taxable year, except that the lifetime and other benefit limits of the medical,
dental and prescription drug plans continue to apply.
    
    The reimbursement of an eligible amount must be made on or before the last day of
Executives taxable year next following the taxable year in which the expense being
reimbursed was incurred.
    
    The right to this in kind benefit or reimbursement is not subject to liquidation or
exchange for any other benefit.
 Alternative
 Other
 vi. Outplacement Services .
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Effect
 Timing
 Limitation
 vii. Excise Tax Payment .
 Adjustment
 Definitions
 Effect
 Timing
 Limitation
 viii. Attorneys Fees .
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Effect
 Timing
 Limitation
 ix. Penalty Tax Payment .
 Effect
 Timing
 Limitation
  c. Conditions to the Obligations of Kaydon .
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i. Prior Termination .
 ii. Termination
for Cause .
 For Cause
 Limitation
 iii. Resignation as Director or Officer .
 iv. Termination of Agreement .
  3. Confidentiality and Cooperation .
 a. Confidentiality .
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b. Cooperation .
  4. Release .
 5. Change in Control .
 a. General Definition of Change in Control .
 i. Directors .
 ii. Ownership .
 iii. Transaction .
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iv. Termination .
 b. Change in Control For SERP Benefits and Certain Purposes .
 (i) 50% Stock .
 (ii) 35% Stock .
 (iii) Directors .
 (iv) Assets .
 (v) Merger .
 c. Other Definitions .
 i. Continuing Directors .
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ii. Excluded Holder .
 iii. Permitted Successor .
 Stock
 Limitation
 Board
 iv. Person .
 v. Persons Acting as a Group .
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vi. Act .
 vii. Employee Benefit Plan .
 viii. Subsidiary .
 6. Term of Agreement .
 i. Extension .
 ii. Limitation .
  7. Miscellaneous .
 a. Assignment .
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b. Construction of Agreement .
 i. Employment .
 ii. No Waiver .
 iii. Integration .
 c. Amendment .
 d. Waiver .
 e. Severability .
 f. Successors .
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g. Taxes .
 h. Payment .
 i. Delay in Payment to Specified Employees .
 ii. Specified Employee .
 Officer
 Five Percent Owner
 One Percent Owner
  i. Death .
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KAYDON CORPORATION
    
    EXECUTIVEBy
    
    /s/ John F. Brocci
    
    /s/ Kenneth W. Crawford
 Its
    
    Secretary
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