<PAGE>
                                                                    EXHIBIT 10.1




                               KAYDON CORPORATION
                             1993 STOCK OPTION PLAN
                                  (AS AMENDED)

                                    ARTICLE I
                                PURPOSES OF PLAN


         1.1 PURPOSES. The purposes of the Kaydon Corporation 1993 Stock Option
Plan are to provide additional incentive to selected officers and other
employees of the Company, to recognize and reward their efforts and
accomplishments in order to strengthen the desire of employees to remain with
the Company and to stimulate their efforts on behalf of the Company, to help
attract and retain competent persons and, by encouraging ownership of a stock
interest in the Company, to gain for the Company the advantages inherent in
employees having a greater personal financial investment in the Company.


                                   ARTICLE II
                                   DEFINITIONS


         2.1 DEFINITIONS. The following definitions apply unless the context
clearly indicates otherwise:

         ACT: The Securities Exchange Act of 1934, as amended.

         AFFILIATE: Any corporation, partnership, association, joint-stock
         company, business trust, joint venture or unincorporated organization
         controlled, directly or indirectly, by Kaydon Corporation.

         BOARD OF DIRECTORS (OR BOARD): The Board of Directors of Kaydon
         Corporation.

         CHANGE OF CONTROL:  A circumstance in which:

               (a) OWNERSHIP. Any person (as used in Sections 13(d) and 14(d)(2)
         of the Act), including a "group" (as defined in Section 13(d)(3) of the
         Act) becomes the beneficial owner (as defined in Rule 13d-3 under the
         Act), directly or indirectly, of securities of Kaydon representing 35%
         or more of the shares of Common Stock of the Company;

               (b) CONTROL. In connection with any cash tender offer, exchange
         offer, contested election, merger, consolidation, reorganization (other
         than any merger, consolidation or reorganization which is otherwise
         subject to the provisions of Section 4.7), sale or other disposition of
         all or substantially all the assets of the Company, or other similar
         transaction, persons who were directors of the Company prior to the
         commencement of any such offer or prior to any vote of the shareholders
         of the Company on any such contested election or other transaction, as
         the case may be, cease to constitute a majority of the Board; or


                                       -1-

<PAGE>
               (c) FILING. The Company files with the Securities and Exchange
         Commission a report on Form 8-K reporting a change in control pursuant
         to Item 1.

         CLOSING PRICE: The closing price of the Common Stock of the Company on
         the listing of the exchange on which the Company's Stock is listed.

         CODE:  The Internal Revenue Code of 1986, as amended.

         COMMITTEE: The committee appointed under Section 6.1 to administer the
         Plan.

         COMMON STOCK: Common Stock, par value $.10 per share, of Kaydon
         Corporation.

         COMPANY:  Kaydon Corporation and its Affiliates.

         DIRECTOR: Any member of the Board of Directors who is not an employee
         of the Company or any of its Subsidiaries or Affiliates.

         EFFECTIVE DATE:  The date specified in Article IX.

         EMPLOYEE: Officers and other key employees of the Company or any of its
         Affiliates (including individuals who are also members of the Board of
         Directors).

         FAIR MARKET VALUE: The Closing Price for Common Stock at the close of
         the day preceding the grant or, if the Common Stock is not traded on
         that date, as of the first preceding date on which the Common Stock so
         traded.

         GRANTEE:  A Participant to whom an Option has been granted.

         KAYDON: Kaydon Corporation or any successor to it in ownership of
         substantially all of its assets, whether by merger, consolidation or
         otherwise.

         OPTION: The grant to Participants of options to purchase shares of
         Common Stock in accordance with the provisions of Articles III and IV.

         OPTIONEE: A Participant to whom one or more Options have been granted
         in accordance with the provisions of Articles III and IV.

         OPTION PERIOD: The period of time during which an Option may be
         exercised.

         OPTION PRICE: The price per share payable to the Company for shares of
         Common Stock upon the exercise of an Option.

         PARTICIPANT: Each Employee to whom an Option is granted under the Plan.


                                      -2-


<PAGE>
         PLAN: The Kaydon Corporation 1993 Stock Option Plan.

         PLAN YEAR:  The calendar year.

         REPORTING PERSON: A person subject to the reporting requirements of
         Section 16(a) of the Act.

         RETIREMENT: Termination from active service and employment with the
         Company as a retiree who is eligible at that time to begin receiving
         benefits under a qualified plan of the Company, at or after age 60.

         SECRETARY:  The Secretary of Kaydon Corporation.

         SPREAD VALUE: With respect to a share of Common Stock subject to an
         Option an amount equal to the excess of the Fair Market Value over the
         Option Price.

         SUBSIDIARY: Any corporation (other than Kaydon) in an unbroken chain of
         corporations beginning with and including Kaydon if, at the time of
         granting of an Option, each of the corporations other than the last
         corporation in the unbroken chain owns stock possessing 50 percent or
         more of the total combined voting power of all classes of stock in one
         of the other corporations in the chain.

                                   ARTICLE III
                             ELIGIBILITY AND GRANTS


         3.1 ELIGIBILITY. The Committee determines the Employees to be granted
Options and the number of shares involved. Each grant must be evidenced by a
written instrument duly executed by or on behalf of the Company.

         (a) NUMBER OF OPTIONS. The Committee may grant more than one Option to
an individual during the life of the Plan.

         (b) SPECIAL CIRCUMSTANCES. Subject to the requirements of Section 422
of the Code with respect to incentive stock options, an Option may be in
addition to, in tandem with, or in substitution for options previously granted
under the Plan or under another stock plan of the Company or of another
corporation and assumed by the Company.

         (c) VOLUNTARY SURRENDER. The Committee may permit the voluntary
surrender of all or a portion of any Option granted under the Plan or any prior
plan conditioned upon the granting to the Employee of a new Option for the same
or a different number of shares as the Option surrendered, or may require
surrender as a condition precedent to a grant of a new Option to the Employee.
In that circumstance, the new Option shall be exercisable at the price, during
the period, and in accordance with any other terms or conditions specified by
the Committee at the time the new Option is granted.


                                      -3-

<PAGE>
         3.2 TYPES OF OPTIONS. The Committee may grant incentive stock options
as defined in Section 422 of the Code, options not qualifying under Section 422
of the Code, or both, in its discretion. The status of each Option must be
identified in the Option agreement.

         3.3 SHARE LIMITATION. The maximum number of shares of Common Stock
which may be issued upon the exercise of Options granted under the Plan is
1,000,000 shares.

         (a) PER PARTICIPANT. No Participant shall be granted, during any
calendar year, Options with respect to more than 75,000 shares of Common Stock
available under the Plan, subject to adjustment as provided in Section 5.1 of
the Plan. The purpose of this Section 3.3(a) is to ensure that the Plan provides
performance- based compensation under Section 162(m) of the Code and this
Section 3.3(a) shall be interpreted, administered and amended if necessary to
achieve that purpose.

         (b) GENERAL. Shares of Common Stock issued under the Plan may be either
authorized and unissued shares or issued shares reacquired by the Company. If
any Option granted under the Plan expires, terminates, or is cancelled for any
reason without having been exercised in full, the corresponding number of
unpurchased shares are available for future grants under the Plan.

         3.4 GRANT. The grant of an Option occurs on the date the Committee or
the Stock Awards Committee, by resolution, selects an Employee as a Participant
in any grant of an Option, determines the number of shares to be subject to the
Option granted to the Employee and specifies the terms and provisions of the
Option. The Company shall notify a Participant of a grant of an Option.


                                   ARTICLE IV
                            GENERAL TERMS OF OPTIONS


         4.1 TERMS. The Committee determines the consideration to the Company
for the granting or exercise of Options under the Plan and the conditions, if
any, which it deems appropriate to ensure that the consideration will be
received by, or will accrue to, the Company. The Committee has complete
discretion, within the terms of the Plan, to vary the consideration for Options
granted under the Plan at the same time or from time to time. The Committee must
fix the Option Price, subject to adjustment under Section 5.1.

         (a) INSTALLMENTS. Options are exercisable over the Option Period
determined by the Committee at the times and in the amounts determined by the
Committee at the time each Option is granted. The shares covered by an Option
may be purchased in such installments and on such exercise dates as the
Committee may determine. Except as otherwise provided in the Plan or an option
agreement, any shares not purchased on the applicable exercise date may be
purchased thereafter at any time prior to the final expiration of the Option.
The Committee may, in its sole discretion, and subject to the terms and
conditions it adopts, accelerate the date or dates on which some or all
outstanding Options may be exercised.


                                      -4-

<PAGE>
        (b) TERM. The term of each Option shall be fixed by the Committee, but
no Option shall be exercisable more than ten years after the date the Option is
granted. Notwithstanding any other provision contained in this Plan, no Option
is exercisable after the expiration of the Option Period.

         (c) FIRST EXERCISABILITY. Except as otherwise provided or determined by
the Committee, no Option shall be exercisable prior to the first anniversary
date of the grant of the Option.

        (d) CONTINUING EXERCISABILITY. Except as provided in Sections 4.5, 4.6
and 4.7, no part of an Option may be exercised unless the Optionee is then in
the employ of the Company and was continuously so employed since the date of the
grant of such Option or for the period of time specified by the Committee.

        (e) EXERCISE. Except as otherwise provided by the Committee, Options are
exercised by submitting to the Company a signed notice of exercise in a form to
be supplied by the Company. The exercise of an Option is effective on the date
the Company receives the notice at its principal corporate offices.

         (f) OPTION PRICE. The Option Price of an Option which is intended to be
issued as performance- based compensation under Section 162(m) of the Code shall
not be less than the fair market value per share on the date of the grant.

         4.2 INCENTIVE STOCK OPTIONS. Options granted in the form of incentive
stock options shall be subject, in addition to the foregoing provisions, to the
following provisions:

         (a) ANNUAL LIMIT. To the extent that the aggregate fair market value
(determined at the time of grant) of the Common Stock with respect to which
incentive stock options are exercisable for the first time by an Optionee during
any calendar year (under the Plan or under any other stock plan of the Company)
exceeds $100,000, such options shall be treated as options which are not
incentive stock options.

         (b) TEN PERCENT SHAREHOLDER. No incentive stock option shall be granted
to any individual who, at the time of the proposed grant, owns Common Stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of Kaydon or any Subsidiary.

         (c) OPTION PERIOD. No incentive stock option shall be exercisable after
the expiration of ten years from the date of grant.

         (d) OPTION PRICE. The Option Price of an incentive stock option shall
not be less than the greater of the Fair Market Value and the fair market value
per share on the date of grant.

         (e) SUBSIDIARY. Incentive stock options may be granted only to
employees of Kaydon and its Subsidiaries.

         (f) AGGREGATE LIMIT. The aggregate number of shares of Common Stock
which


                                      -5-

<PAGE>
may be issued pursuant to the exercise of incentive stock options shall not
exceed the number of shares determined in accordance with the share limitation
specified in Section 3.3 hereof.

The Company intends that Options designated by the Committee as incentive stock
options shall constitute incentive stock options under Section 422 of the Code.
Should any of the foregoing provisions not be necessary in order to so comply or
should any additional provisions be required, the Committee may amend the Plan
accordingly, without the necessity of obtaining the approval of stockholders of
Kaydon.

         4.3 OPTION AGREEMENTS. The Company shall effect the grant of Options
under the Plan, in accordance with determinations made by the Committee, by
execution of written instruments on a form approved by the Committee. Each
Option shall contain the terms and conditions (which need not be the same for
all Options, whether granted at the same time or at different times) which the
Committee deems appropriate. As examples of the Committee's authority in this
regard, certain stock option agreements may contain:

         (a) REPRESENTATION. A requirement that the holder of an Option
represent to the Company in writing, when the Option is granted or when the
holder purchases shares of Common Stock on its exercise, that the holder is
accepting the Option, or purchasing shares (unless they are then covered by an
effective registration statement under the Securities Act of 1933) for the
holder's own account for investment and not with a view to distribution or with
any present intention of reselling any;

         (b) PAYMENT. A provision under which the Company, in the discretion of
the Committee, has the right or obligation, in lieu of accepting payment of the
option price and delivering any or all shares of Common Stock as to which an
Option has been exercised, to elect to pay the holder of the Option an amount in
cash or shares of Common Stock equal to the amount by which the fair market
value of the shares of Common Stock on the date of exercise exceeds the purchase
price that would otherwise be payable by the holder of the Option to acquire the
shares of Common Stock;

         (c) REPURCHASE. A provision under which the Company may have either the
right or the obligation, or both, to repurchase shares of Common Stock sold
under the Plan at a price not to exceed the higher of (i) the option price for
such shares, plus twice the increase, if any, in the book value of such shares
from the date of the grant of the Option to the date of such repurchase, and
(ii) the fair market value of the shares at the time of repurchase;

         (d) HARDSHIP. A provision limiting the exercise of the Option for the
period provided under the hardship distribution provisions of the Kaydon
Corporation Employee Stock Ownership and Thrift Plan or other Company,
Subsidiary, or Affiliate plans to the extent the holder receives a hardship
distribution from that plan; and

         (e) CAUSE. A limitation that all rights under the Option expire upon
receipt of notice of termination of a Grantee's employment for deliberate,
willful or gross misconduct, as determined by the Company.


                                      -6-

<PAGE>
         4.4 NON-TRANSFERABILITY OF OPTION. No Option granted under the Plan to
an Employee is transferable by the Employee other than by will or by the laws of
descent and distribution or, in the case of a non-qualified stock option,
pursuant to a "qualified domestic relations order" (as defined in the Code).
Each Option is exercisable during the Employee's lifetime only by the Employee
or, in the case of a non-qualified stock option, an alternate payee pursuant to
a qualified domestic relations order.

         4.5 TERMINATION OF EMPLOYMENT. Except as provided in subsection (b)
relating to Retirement, an Optionee whose employment with the Company,
Subsidiaries and any parent corporation terminates by reason other than death is
entitled to exercise the then unexercised Options or installments of Options
only within the thirty day period after the date of the termination of
employment.

         (a) LIMITATIONS. That exercise remains subject to:

                  (i)      Option Period. The earlier expiration of the Option
                           Period;

                  (ii)     Exercisability. The requirement that the Optionee was
                           entitled to exercise the Option at the date of the
                           termination of employment, and

                  (iii)    Other. The limitations, if any, imposed by the
                           Committee with respect to the percent of the total
                           number of shares to which the Option relates which
                           may be purchased from time to time during the Option
                           Period which have not been removed.

         (b) RETIREMENT. An Optionee whose employment with the Company,
Subsidiaries and any parent corporation terminates by Retirement is entitled to
exercise the then unexercised non-qualified Stock Options which were granted
after July 31, 1998 (and, in the case of Employees designated by the Board,
which were granted at any time) or installments of such Options within five
years after the date of Retirement. That exercise remains subject to (a)(i) and
(a)(iii), above, however.

         Notwithstanding limitation (a)(ii), in the case of termination of
employment by reason of retirement or a disability within the meaning of Section
105(d)(4) of the Code, the Committee may, in its discretion, accelerate the
exercisability of any installments of an Option which would not be or were not
exercisable on the date of termination. In addition, in the case of termination
of employment due to a disability within the meaning of Section 105(d)(4) of the
Code, the thirty day period shall be twelve months, subject to earlier
expiration of the Option Period.

         4.6 DEATH OF OPTIONEE. The estate of an Optionee who dies or a person
who acquires the right to exercise an Option by bequest or inheritance or by
reason of the death of the Optionee may exercise the Option only within the nine
month period after the death of the Optionee. That exercise remains subject to:

         (a) OPTION PERIOD. The expiration of the Option Period;


                                      -7-

<PAGE>
         (b) EXERCISABILITY. The requirement that the Optionee was entitled to
exercise the Option at the date of death; and

         (c) OTHER. The limitations, if any, imposed by the Committee with
respect to the percent of the total number of shares to which the Option relates
which may be purchased from time to time during the Option Period which have not
been removed.

         Notwithstanding limitation (b), the Committee may, in its discretion,
accelerate the exercisability of any installments of such Option which were not
exercisable at the time of the holder's death.

         4.7 MERGER, CONSOLIDATION OR CHANGE IN CONTROL. In the event of any
merger, consolidation or reorganization of the Company with or into another
corporation (other than any merger, consolidation or reorganization in which the
Company is the surviving or continuing corporation and which does not result in
any change in the outstanding shares of Common Stock), any sale or other
disposition of all or substantially all the assets of the Company or any
liquidation or dissolution of the Company, or a Change in Control, any
outstanding Option not exercisable in full shall (unless the stock option
agreement evidencing such Option expressly provides to the contrary) be
accelerated and become exercisable in full for:

         (a) IN GENERAL. A period of 30 days following receipt by the holder of
such Option of notice of the meeting of shareholders at which such event is to
be approved, whether received before or after such event; and

         (b) CHANGE OF CONTROL. In the case of a Change in Control, the
remaining term of the Option.

         No acceleration shall occur and no attempted accelerated exercise shall
be valid, however, if the Committee, in its discretion, by written notice to the
holders of outstanding Options prior to the event or, in the case of a (b)
Change of Control as defined in Section 2.1, prior to commencement of any such
offer or prior to any vote of the shareholders of the Company on any such
contested election or other transaction referred to in subsection (b) of the
definition of a Change in Control, as the case may be (but not after), cancels
the acceleration of exercisability of all (but not less than all) of such
outstanding Options.

         4.8 PAYMENT FOR SHARES. Payment for shares of Common Stock shall be
made in full at the time of exercise of the Option. This requirement shall not
prohibit the Company from making a loan or advance to the Optionee for the
purpose of financing, in whole or in part, the purchase of optioned shares.
Payment of the Option Price shall be made in cash or, with the consent of the
Committee, in whole or in part in Common Stock or other consideration. Payment
may also be made by delivering a properly executed exercise notice together with
irrevocable instructions to a third party to promptly deliver to the Company the
amount of sale or loan proceeds to pay the exercise price.

         (a) HOLDING PERIOD LIMITATION. The option price may not be paid in
shares of Common Stock received upon the exercise of any Option under the Plan
or any option under another stock option plan of the Company which shares have
been held by the holder for less than one year prior to the payment.




                                      -8-
<PAGE>
         (b) TAX LIMITATION. The holder of an Option may not pay in shares of
Common Stock the portion of the option price equal to the amount of any
applicable federal, state, and local tax liability required to be withheld at
the time of exercise.

         4.9 CASH OUT OF OPTION. On receipt of written notice of exercise, the
Committee may elect to cash out all or a portion of the shares for which an
Option is being exercised by paying the Optionee an amount, in cash or Common
Stock, equal to the Spread Value of such shares on the effective date of the
cash out.

         4.10 LEGALITY. The issuance or delivery of any Option or shares of
Common Stock pursuant to an Option may be postponed by the Company for any
period required to comply with any applicable requirements under the Federal
securities laws, any applicable listing requirements of any national securities
exchange or any requirements under any other applicable law or regulation. The
Company is not obligated to issue or deliver any shares if the issuance or
delivery constitutes a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange. By
way of example:

         (a) LISTING AND OTHER CONDITIONS. As long as the Common Stock is listed
on the listing of the New York Stock Exchange (NYSE), the issue of any shares of
stock pursuant to an Option is conditioned on the shares to be issued being
listed on that Exchange.

         (b) LEGALITY. If at any time counsel to Kaydon is of the opinion that
any sale or delivery of shares of Common Stock pursuant to an Option is or may
in the circumstances be unlawful under the statutes, rules or regulations of any
applicable jurisdiction, Kaydon shall have no obligation to make such sale or
delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock or Options. The right to
exercise any Option shall be suspended until, in the opinion of that counsel,
the sale or delivery is lawful. Upon termination of any period of suspension
under this Section 4.10, any Option affected by the suspension which had not
then expired or terminated shall be reinstated as to all shares available before
the suspension and as to shares which would otherwise have become available
during the period of suspension. No such suspension shall extend any Option
Period, however.


                                      -9-

<PAGE>
                                    ARTICLE V
                ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION


         5.1 ADJUSTMENTS. In the event of a recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation, rights
offering, reorganization, liquidation, or the sale, conveyance, lease or other
transfer by Kaydon of all or substantially all of its property, or any other
change in the corporate structure or shares of Kaydon, the Committee may make
equitable adjustments (by means of a grant of a substitute Option or an
additional Option or otherwise) to prevent dilution or enlargement of rights as
it deems appropriate.

         (a) EXAMPLES. The adjustments may include adjustments in the number and
class of shares authorized to be granted (including adjustment to the share and
per participant limitations of Section 3.3), in the number and kind of shares
available under any outstanding Options (including substitution of shares of
another corporation) and in the price of any Option.

         (b) LIMITATION. In no event, however, may any change be made to an
incentive stock option which would constitute a "modification" within the
meaning of Section 425(h)(3) of the Code.

         (c) OPTIONS. Options granted under the Plan shall contain provisions
consistent with the foregoing with respect to adjustments to be made in the
number and kind of shares covered thereby and in the Option Price in the event
of any such change.


                                   ARTICLE VI
                                 ADMINISTRATION


         6.1 ADMINISTRATION. The Plan shall be administered by a committee
consisting of not less than two members of the Board of Directors, who shall be
appointed by, and shall serve at the pleasure of, the Board of Directors. All of
the members of the Committee shall be "non-employee directors" as defined in
Rule 16b-3 issued under the Act and "outside directors" as defined in the
regulations under Section 162(m) of the Code.

         (a) ACTION. A majority of the Committee constitutes a quorum. The acts
of a majority of the members, expressed from time to time by a vote at a meeting
(including a meeting held by telephone conference call or in which one or more
members of the Committee participate by telephone), or acts approved in writing
by all of the members of the Committee, are the acts of the Committee.


                                      -10-

<PAGE>
         (b) DISCRETION. In addition to the Committee's discretionary authority
described in other Articles of the Plan, the Committee has discretionary
authority to construe and interpret the Plan and is authorized to establish
rules and regulations for the proper administration of the Plan as it deems
advisable which are not inconsistent with the provisions of the Plan. All
questions arising under the Plan or under any rule or regulation with respect to
the Plan adopted by the Committee, whether involving an interpretation of the
Plan or otherwise, shall be decided by the Committee. Its decisions shall be
conclusive and binding in all cases.

         (c) AUTHORITY. Except as limited in this Plan or as may be necessary to
assure that this Plan provides performance-based compensation under Section
162(m) of the Code, the Committee shall have all of the express and implied
powers and duties set forth in this Plan. The Committee has discretionary
authority to determine the Employees to whom Options under the Plan are to be
granted, the terms and conditions applicable and the number of shares to be
covered by each Option. In selecting the individuals to whom Options are
granted, as well as in determining the terms and conditions and the number of
shares subject to each grant, the Committee may consider the positions and
responsibilities of the Employees being considered, the nature of the services
and accomplishments of each, the value to the Company of their services, their
present and potential contribution to the success of the Company, the
anticipated number of years of service remaining and any other factors the
Committee deems relevant. The Committee may obtain advice or assistance it deems
appropriate from persons not serving on the Committee.

         (d) ASSISTANCE. The Committee may authorize any one or more of their
number or any officer of the Company to execute and deliver documents on behalf
of the Committee, provided that no delegation may be made that would cause
grants, awards or other transactions under the Plan to cease to be exempt from
Section 16(b) of the Act.

         6.2 STOCK AWARDS COMMITTEE. In addition, and not in limitation of the
authority of the Committee, a Stock Awards Committee may grant Options in
accordance with the provisions of the Plan to Employees who, at the time of the
grant, are not Reporting Persons. The Stock Awards Committee shall be appointed
by, and shall serve at the pleasure of, the Committee.

         (a) ACTION. A majority of the Stock Awards Committee constitutes a
quorum. The acts of a majority of the members, expressed from time to time by a
vote at a meeting (including a meeting held by telephone conference call or in
which one or more members of the Stock Awards Committee participate by
telephone), or acts approved in writing by all of the members of the Stock
Awards Committee are the acts of the Stock Awards Committee.

         (b) LIMITATION. Notwithstanding the foregoing, the Stock Awards
Committee may not undertake any action which the provisions of Rule 16b-3 under
the Act require to be undertaken by non-employee directors (as defined in the
Rule) as a condition of the continued qualification of the Plan (and
transactions thereunder) under Rule 16b-3.



                                      -11-
<PAGE>
         6.3 INDEMNIFICATION OF BOARD AND COMMITTEE. No member of the Board, the
Committee, or the Stock Awards Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
under the Plan.

         (a) INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board, the Committee, or the
Stock Awards Committee, the members of the Board, the Committee, or the Stock
Awards Committee shall be indemnified by the Company against all costs and
expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan, or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided the settlement is approved by legal counsel selected by the Company)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith.

         (b) PROCEDURE. Upon the institution of any such action, suit or
proceeding, a Board, Committee, or Stock Awards Committee member shall notify
the Company, in writing, giving the Company an opportunity, at its own expense,
to handle and defend the same before the Board, Committee, or Stock Awards
Committee member undertakes to handle it on the individual's own behalf.


                                   ARTICLE VII
                      TERMINATION OR AMENDMENT OF THE PLAN


         7.1 TERMINATION OR AMENDMENT. The Board may at any time terminate the
Plan and may from time to time alter or amend the Plan or any part thereof
(including but not limited to any amendment to take into account changes in law
and tax and accounting rules, or deemed necessary to ensure that the Company
complies with any regulatory requirement referred to in Article IV or with the
requirements of Section 16 of the Act and Rule 16b-3 promulgated pursuant to the
Act). Notwithstanding that general rule:

         (a) PARTICIPANT LIMITATION. Unless otherwise required by law, the
rights of a Participant with respect to Options granted prior to the
termination, alteration or amendment may not be impaired without the consent of
the Participant; and,

         (b) STOCKHOLDER LIMITATION. Without the approval of the Company's
stockholders, no alteration or amendment may be made which would require
approval of the stockholders as a condition of compliance with Rule 16b-3 under
the Act.


                                      -12-

<PAGE>
                                  ARTICLE VIII
                                  MISCELLANEOUS


         8.1 NO RIGHT TO EMPLOYMENT. The existence of the Plan or an Option
shall not confer upon any employee any right to continued employment nor shall
it interfere in any way with the right of the Company, a Subsidiary or Affiliate
to terminate the employment of any employee at any time.

         8.2 OPTIONEES AND GRANTEES NOT STOCKHOLDERS. An Optionee, Grantee, or
legal representative has none of the rights of a stockholder with respect to
shares subject to Options until the Option is exercised and shares are issued
upon exercise of the Option.

         8.3 WITHHOLDING OF TAXES. The Company has the right to require, prior
to the issuance or delivery of any shares of Common Stock or any payment under
the Plan, payment by the Participant of any taxes required by law.

         (a) WITHHOLDING. The Committee may permit a withholding obligation to
be satisfied by reducing the number of shares of Common Stock otherwise
deliverable. A Reporting Person may elect to have a sufficient number of shares
of Common Stock withheld to fulfill such tax obligations (a Withholding
Election) only if the election is approved by the Committee.

         (b) FRACTIONAL SHARES. Any fraction of a share of Common Stock required
to satisfy a tax obligation shall be disregarded and the amount due must be paid
instead in cash by the Participant.

         8.4 NO ASSIGNMENT OF BENEFITS. Except as previously provided with
respect to a qualified domestic relations order, no benefits payable under the
Plan are, except as otherwise specifically provided by law, subject in any
manner to anticipation, alienation, attachment, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, attach,
sell, transfer, assign, pledge, encumber or charge any benefit is void. Any
benefit shall not in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person who is or will be
entitled to the benefit, nor is it subject to attachment or legal process for or
against such person. If any person entitled to a benefit hereunder is
adjudicated a bankrupt or attempts to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge a benefit, or if any attempt is made to
subject any benefit to the debts, contracts, liabilities, engagements or torts
of any person entitled to the benefit, then the benefit shall, in the discretion
of the Committee, cease and terminate. In that event the Committee may cause the
benefit, or any part thereof, to be held or applied for the benefit of the
person, his or her spouse, children or other dependents, or any of them, in the
manner and proportion as the Committee determines.

         8.5 GOVERNING LAW. This Plan shall be governed by the law of the State
of Delaware (regardless of the law that might otherwise govern under applicable
Delaware principles of conflict of laws).

         8.6 OTHER PLANS. Nothing contained in this Plan shall prevent the
Company from adopting additional compensation plans or arrangements.

                                      -13-

<PAGE>
         8.7 FEDERAL SECURITIES LAW. Notwithstanding any other provision of the
Plan, no transaction shall be given effect on any date which would, in the
opinion of counsel to the Company, result in liability under Section 16(b) of
the Act.

                                   ARTICLE IX
                          EFFECTIVE DATE; TERM OF PLAN

         9.1 EFFECTIVE DATE. The Plan is conditioned on the approval of the
stockholders of Kaydon at the Annual Meeting of Stockholders on April 21, 1993.
The Plan is effective upon the affirmative vote of the holders of a majority of
the shares of Common Stock present, or represented, and entitled to vote at the
meeting.

         9.2 TERM OF PLAN. No Options may be granted hereunder after April 21,
2003. This Section 9.2 shall not affect any Option granted prior to such date.



                                                              KAYDON CORPORATION


                                      -14-