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KAYDON CORPORATION  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN  As Amended and Restated




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Article
    
    
    
    
    
    PageI
    
    Establishment
    
    
    11.1
    
    
    
    Effective Date
    
    
    11.2
    
    
    
    Intent
    
    
    11.3
    
    
    
    Trust
    
    
    2II
    
    Definitions
    
    
    22.1
    
    
    
    Accrued Benefit
    
    
    22.2
    
    
    
    Active Participant
    
    
    32.3
    
    
    
    Actuarial Equivalent
    
    
    32.4
    
    
    
    Average Monthly Compensation
    
    
    32.5
    
    
    
    Board of Directors
    
    
    32.6
    
    
    
    Compensation
    
    
    42.7
    
    
    
    Committee
    
    
    42.8
    
    
    
    Complying Election
    
    
    42.9
    
    
    
    Covered Compensation
    
    
    42.10
    
    
    
    Disability
    
    
    42.11
    
    
    
    Disability Retirement Eligibility
    
    
    52.12
    
    
    
    Early Retirement Eligibility
    
    
    52.13
    
    
    
    Employer
    
    
    52.14
    
    
    
    Normal Retirement Eligibility
    
    
    52.15
    
    
    
    Plan Year
    
    
    52.16
    
    
    
    Specified Employee
    
    
    52.17
    
    
    
    Vested Retirement Eligibility
    
    
    62.18
    
    
    
    Year of Credited Service
    
    
    62.19
    
    
    
    Year of Vesting Service
    
    
    8III
    
    Benefits
    
    
    83.1
    
    
    
    Normal Retirement Benefit
    
    
    83.2
    
    
    
    Early Retirement Benefit
    
    
    93.3
    
    
    
    Vested Retirement Benefit
    
    
    93.4
    
    
    
    Disability Benefit
    
    
    93.5
    
    
    
    Death Benefit
    
    
    103.6
    
    
    
    Benefit Limitations
    
    
    113.7
    
    
    
    Special Transfer Employee Rule
    
    
    133.8
    
    
    
    Change in Control Override
    
    
    14IV
    

    Distribution
    
    
    144.1
    
    
    
    Time and Method of Payment
    
    
    144.2
    
    
    
    Method of Payment
    
    
    154.3
    
    
    
    Designation of Beneficiary
    
    
    174.4
    
    
    
    Claims Procedure
    
    
    174.5
    
    
    
    Facility of Payment
    
    
    184.6
    
    
    
    Offset
    
    
    194.7
    
    
    
    Distribution in the Event of Taxation
    
    
    194.8
    
    
    
    Permissible Distribution
    
    
    20V
    
    Administration
    
    
    205.1
    
    
    
    Committee
    
    
    20
 -i-




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Article
    
    
    
    
    
    Page5.2
    
    
    
    Limitation of Liability and Indemnification
    
    
    21VI
    

    Amendment and Termination of Plan
    
    
    226.1
    
    
    
    Amendment or Termination
    
    
    226.2
    
    
    
    Change in Control Agreement
    
    
    23VII
    

    Miscellaneous
    
    
    237.1
    
    
    
    Nonassignability
    
    
    237.2
    
    
    
    Employment Rights Not Enlarged
    
    
    247.3
    
    
    
    Participants Rights Limited
    
    
    247.4
    
    
    
    Interpretation and Construction
    
    
    247.5
    
    
    
    Governing Law
    
    
    247.6
    
    
    
    Arbitration
    
    
    24
       -ii-




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KAYDON CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
  ARTICLE I  Establishment
 Effective Date
 Intent
 ERISA Exemption
 Unfunded
 -1-




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Trust
 Covered Employee
 Restricted Period
 ARTICLE II  Definitions
 Accrued Benefit
 Calculation
 -2-




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Reduction
 Active Participant
 Cessation of Active Participation
 Participation
 Actuarial Equivalent
 Average Monthly Compensation
 Board of Directors
 -3-




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Compensation
 Committee
 Complying Election
 2006
 2007
 Covered Compensation
 Disability
 Condition .
 Cessation of Work .
 Approval .
 Effect .
 Activity .
 -4-




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Benefit .
  Disability Retirement Eligibility
 Early Retirement Eligibility
 Employer
 Normal Retirement Eligibility
 General Rule
 Special Rule
 Plan Year
 Specified Employee
 -5-




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Officer
 Five Percent Owner
 One Percent Owner
  Vested Retirement Eligibility
 Age and Service
 Age
 Year of Credited Service
 -6-




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Additional Credit
 Eligibility
 Amount of Credit =
 Removal
 -7-




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Discretionary Credit
 Maximum
 Limitation
 Year of Vesting Service
 ARTICLE III  Benefits
 Normal Retirement Benefit
 -8-




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Early Retirement Benefit
 Vested Retirement Benefit
 Disability Benefit
 -9-




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Notice
 Examination
 Effect of Discontinuance
 Special Credit
 Other
 Death Benefit
 Non-Eligible
 -10-




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Eligible Death
 Spousal Survivor Annuity
 Payment
 Post-Benefit Death
 Benefit Limitations .
 Forfeiture of Vested Benefits
 For Cause
 -11-




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Employment
 Compete
  Receipt of Benefit
 Kaydon Corporation Retirement Plan Benefit
 Single Benefit
 -12-




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Employment After Benefit Commencement
 Withholding and Payroll Taxes .
 Special Transfer Employee Rule
 Service
 Benefit
 Pension Benefit
 Other Benefit
 -13-




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Change in Control Override
 ARTICLE IV  Distribution
 Time and Method of Payment
 Automatic Change of Form
 -14-




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Actuarial Equivalent
 Date of Payment
 Change of Beneficiary
 Other Change of Circumstances 2
 No Acceleration
 Delay in Payment to Specified Employees
 Subsequent Deferrals of Payment Dates
 Method of Payment
 -15-




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Basic
 Joint and Spousal Survivor
 Joint and Survivor
 Period Certain
 Lump Sum
 -16-




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Designation of Beneficiary
 Claims Procedure
 Claim
 Denial of Claim
 -17-




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Employer Review
 Pre-Change in Control
 Post-Change in Control
 Interpretation =
 Standard
 Facility of Payment
 Incapacity
 -18-




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Legal Representative
 Determinations
 Anti-Escheat
 Offset
 Distribution in the Event of Taxation
 Calculation
 -19-




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Timing
 Effect
 Permissible Distributions
 Conflicts of Interest
 Payment of Taxes
 Plan Termination
 ARTICLE V  Administration
 Committee
 Authority
 Construction
 -20-




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Procedures
 Benefit Authorization
 Procedure and Action
 Finality
 Post-Change in Control
 Interpretation =
 Standard
 Limitation of Liability and Indemnification
 -21-




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ARTICLE VI  Amendment and Termination of Plan
 Amendment or Termination
 Limitation
 Regular Vesting
 Age Vesting
 -22-




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Change in Control
 Benefits, Rights and Features
 Change in Control
 This Plan
 Automatic
 Change in Control Agreement =
 ARTICLE VII  Miscellaneous
 Nonassignability
 -23-




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Employment Rights Not Enlarged
 Participants Rights Limited
 Interpretation and Construction
 Governing Law
 Arbitration
 -24-




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Rules
 Award
 KAYDON CORPORATION and
KAYDON RING & SEAL, INC.By

/s/
James OLearyJames OLearyThe President and Chief Executive Officer
of Kaydon Corporation and Vice-President
of Kaydon Ring & Seal, Inc.And

/s/
John F. BrocciJohn F. BrocciThe Secretary of Kaydon Ring & Seal, Inc.
and of Kaydon Corporation -25-




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APPENDIX A
 OTHER EMPLOYERS




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APPENDIX B
 ACTIVE PARTICIPANTS
 Effective Date ofEffective Date of
    
    Cessation ofName
    
    Employer
    
    Active Participation
    
    Active ParticipationJohn F. Brocci
    
    Kaydon Corporation
    
    January 1, 1994Arthur Ridler
    
    Kaydon Ring & Seal, Inc.
    
    January 1, 1994James OLeary
    
    Kaydon Corporation
    
    March 26, 2007




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APPENDIX C
 ADDITIONAL CREDIT UNDER SECTION 2.18(a)
 Effective Date ofEligibility for Additional CreditName
    
    Employer
    
    Under Section 2.18(a)John F. Brocci
    
    Kaydon Corporation
    
    August 1, 1998James OLeary
    
    Kaydon Corporation
    
    March 26, 2007(1)
 
 (1)
    
    For each day of actual Credited Service on and after March 26, 2007, one additional day of
Credited Service (subject to the Plans maximum of 30 Years of Credited Service), per the
terms of Appendix F and Mr. OLearys Employment Agreement effective March 26, 2007.




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APPENDIX D
 DISCRETIONARY CREDIT UNDER SECTION 2.18(b)
 Effective Date ofEligibility for Discretionary CreditName
    
    Employer
    
    Under Section 2.18(b)
    
    Amount of CreditJames OLeary
    
    Kaydon Corporation
    
    March 26, 2007
    
    10 Years (1)
 
 (1)
    
    Subject to the Plans maximum of 30 Years of Credited Service, per the terms of Appendix F
and Mr. OLearys Employment Agreement effective March 26, 2007.




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APPENDIX E
 ACTUARIAL FACTORS
 Time of Payment Actuarial Equivalence .
 Interest Rate .
 Mortality
 Form of Payment Actuarial Equivalence .
 Interest Rate
 Mortality .
 Lump Sum Override
 Other .
 Interest Rate .
 Mortality .




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APPENDIX F
 SPECIAL RULES APPLICABLE TO MR. OLEARY
  Eligibility
 Vesting
 Lump Sum
 Additional Credit
 Appendix C