Exhibit 10.5.2
 AMENDED AND RESTATED
KAYDON CORPORATION
CHANGE IN CONTROL COMPENSATION AGREEMENT
  Subsidiaries
  Subsidiaries
 Services During Certain Events
 Termination In Connection With or Following Change in Control




---



##### 



Circumstances
 Termination By Kaydon
 By Executive
 Demotion
 Reporting
 Reduction
 Location
 Rights and Benefits
 Additional Compensation
 Salary
 Bonus
 
    
    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 Separation from Service
occurs.
 Incentive Compensation
 Incentive Compensation Plans
 Increase
 -2-




---



##### 




    
    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
 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.
 Additional Credit
 
    
    Has been (and remains) identified in the SERP as an individual eligible for that Additional
or 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
 -3-




---



##### 




    
    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.
  Limitation
 Acceleration
 Other Compensation
 Insurance and Other Special Benefits Subsidiaries
 Period
 
    
    One year 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.
  
    
    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
 -4-




---



##### 




    
    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 subsidiaries
 Outplacement Services
 Effect
 Timing
 Limitation
 Excise Tax Payment
 Adjustment
 -5-




---



##### 



Definitions golden parachute excise tax
 Effect
 Timing
 Limitation
 Attorneys Fees
 Effect
 Timing
 Limitation
 Penalty Tax Payment Subsidiaries
 Effect
 Timing
 Limitation
  Conditions to the Obligations of Kaydon
 Prior Termination
 -6-




---



##### 



Termination for Cause
 For Cause Subsidiaries
 Limitation
 Resignation as Director or Officer
 Termination of Agreement
  Confidentiality and Cooperation
 Confidentiality Subsidiaries
 Cooperation Subsidiaries
  -7-




---



##### 



Release Subsidiaries
 Change in Control
 General Definition of Change in Control
 Directors
 Ownership
 Transaction
 Termination
 Change in Control For SERP Benefits and Certain Purposes
 The failure of the Continuing Directors within any 12-month period to constitute at
least a majority of the members of the Board;
 The acquisition by any Person or Persons Acting as a Group of beneficial ownership
(within the meaning of Rule 13d-3 issued under the Act) of the Companys stock representing more
than 50% of the total fair market value or total voting power of the Companys outstanding stock;
 The date any Person or Persons Acting as a Group, acquires (or has acquired during
the 12-month period ending on the date of the most recent acquisition by such Person or Persons)
stock of the Company possessing 30% or more of the total voting power of the Companys outstanding
stock; or
 The date any Person or Persons Acting as Group (other than a Permitted Successor)
acquires (or has acquired during the 12-month period ending on the date of the most recent
acquisition by such Person or Persons) assets of the Company that have a total gross fair market
value equal to or more than 40 person of the total gross fair market value of all the assets of the
corporation immediately before such acquisition or acquisitions.
 For the purposes of this definition, Permitted Successor means any one of the following:
   -8-




---



##### 



Other Definitions
 Continuing Directors
 Excluded Holder
 Permitted Successor Change in Control
 Stock
 Limitation
 Board
 Person
 Persons Acting as a Group
 Act
 Employee Benefit Plan Subsidiaries
 -9-




---



##### 



Subsidiary Subsidiaries
 Term of Agreement
 Extension
 Limitation
  Miscellaneous
 Assignment
 Construction of Agreement
 Employment contract Subsidiaries
 No Waiver
 Integration
 Amendment
 Waiver
 -10-




---



##### 



Severability
 Successors Subsidiaries
 Taxes
 Payment subsidiaries
 Special Rules Regarding Section 409A of the Internal Revenue Code
 Specified Employee Identification Date
 Officer
 Five Percent Owner
 One Percent Owner
  Death
 -11-




---



##### 



KAYDON CORPORATION
    
    
    
    EXECUTIVEBy
    
    /s/ Anthony T. Behrman
    
    
    
    /s/ Debra K. CraneName: Anthony T. Behrman
    
    
    
    Debra K. CraneIts: V.P.  Human Resources
 -12-