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                                                                     EXHIBIT 4.4

                               KAYDON CORPORATION


         4.0% CONTINGENT CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2023

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                          SUPPLEMENTAL INDENTURE NO. 2

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                            SUNTRUST BANK, AS TRUSTEE




                          DATED AS OF NOVEMBER 12, 2003



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         SUPPLEMENTAL INDENTURE NO. 2, dated as of November 12, 2003, between
Kaydon Corporation, a Delaware corporation (the "Company"), and SunTrust Bank, a
bank and trust company organized under the laws of the State of Georgia (the
"Trustee"), relating to that certain Indenture, dated as of May 23, 2003 (the
"Indenture"), between the Company and the Trustee, as amended and supplemented
by Supplemental Indenture No. 1, dated as of August 18, 2003.

         WHEREAS, the Company has requested the Trustee to join it in amending
and supplementing the Indenture pursuant to Section 9.01(b) thereof in order to
correct certain omissions that do not adversely affect the rights of any Holders
(as defined in the Indenture) of the Company's 4.0% Contingent Convertible
Senior Subordinated Notes Due 2023 (the "Securities") and has furnished to the
Trustee an Officers' Certificate and Opinion of Counsel (as those terms are
defined in the Indenture) to the effect, among other things, that all conditions
precedent to the execution and delivery of this Supplemental Indenture have been
satisfied in full; and

         WHEREAS, the Trustee has agreed to join the Company in executing this
Supplemental Indenture under the terms and conditions hereinafter set forth; and

         WHEREAS, capitalized terms used and not defined herein have the
meanings given to them in the Indenture.

Section 1. The definition of Contingent Interest in Section 1.01 of the
Indenture is hereby deleted in its entirety and replaced with the following:

         "Contingent Interest" shall mean an amount of interest payable at a
rate equal to 0.50% per annum per $1,000 of Securities in respect of any
Contingent Interest Period, if the average of the Security Trading Price for the
five Trading Days ending on the third Trading Day immediately preceding the
first day for the applicable Contingent Interest Period equals $1,200 or more.
The Trustee shall obtain the Security Trading Price for each of the five Trading
Days ending on the third Trading Day immediately preceding the first day of the
applicable six-month interest period and shall provide such information to the
Company. The Company shall determine whether Holders are entitled to receive
Contingent Interest, and if so, the Company shall disseminate a press release by
the first Business Day of a six-month interest period stating that Contingent
Interest will be paid on the Securities and identifying the six-month interest
period as well as publish such information on its website. The Trustee shall
have no other responsibilities, duties or obligations for or with respect to (i)
determining whether the Company must pay Contingent Interest or (ii) determining
the amount of Contingent Interest, if any, payable by the Company.

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Section 2. Section  10.01(d) of the Indenture is hereby  deleted in its entirety
and replaced with the following:

"(d) the conversion of such Security occurs during the five Trading Day period
immediately after a period of five consecutive Trading Days in which the
Security Trading Price for each Trading Day in such period was less than 95% of
the product of the Closing Price per share of Common Stock on such Trading Day
multiplied by the number of shares of Common Stock issuable (assuming
satisfaction of conditions to conversion) upon conversion of $1,000 in principal
amount of the Securities based on the Conversion Price; provided, that if on the
Conversion Date the Closing Price of the Common Stock is greater than the
Conversion Price but less than 120% of the Conversion Price, then Holders will
receive, in lieu of shares of Common Stock based on the Conversion Price, shares
of Common Stock with a value equal to the principal amount of the Securities
being converted, plus cash equal to accrued but unpaid interest (including
Contingent Interest), if any, as of the Conversion Date. Shares of Common Stock
delivered upon such a conversion shall be valued at the greater of the
Conversion Price on the Conversion Date or the Closing Price as of the
Conversion Date, and the Company shall deliver such shares of Common Stock
pursuant to Section 10.02. Other than in connection with a determination of
whether Contingent Interest shall be payable, the Conversion Agent shall have no
obligation to determine the Security Trading Price under this Section 10.01(d)
unless the Company has requested such determination; and the Company shall have
no obligation to make such request unless a Holder of the Securities provides
the Company with reasonable evidence that the Trading Price would be less than
95% of the product of the Closing Price per share of the Common Stock and the
number of shares of Common Stock issuable upon conversion of $1,000 in principal
amount of Securities based on the Conversion Price (assuming satisfaction of
conditions to such conversion); at which time the Company shall instruct the
Conversion Agent to determine the Security Trading Price beginning on the next
Trading Day and thereafter on each of the next four successive Trading Days,
provided that if on any of such five Trading Days the Security Trading Price is
greater than or equal to 95% of the product of the Closing Price per share of
Common Stock and the number of shares of Common Stock issuable upon conversion
of $1,000 in principal amount of Securities based on the Conversion Price
(assuming satisfaction of conditions to such conversion) the Conversion Agent
shall be under no further obligation to determine the Security Trading Price on
any day pursuant to this Section 10.01(d) until next instructed to do so by the
Company."

Section 3. In entering into this Supplemental Indenture No. 2, the Trustee shall
be entitled to the benefit of every provision of the Indenture relating to the


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conduct of, affecting the liability of or affording protection to the Trustee,
whether or not elsewhere herein so provided.

Section 4. The Company agrees to pay the Trustee upon the execution and delivery
of this Supplemental Indenture No. 2 and thereafter upon receipt of a written
request therefor, fees and expenses of the Trustee incurred in connection with
this Supplemental Indenture No. 2 (including, without limitation, all attorney's
fees and expenses) in connection with the (i) review, negotiation and
preparation of this Supplemental Indenture No. 2 and any and all documents,
opinions, certificates and other papers prepared in connection herewith, (ii)
the administration or enforcement of the Indenture or this Supplemental
Indenture No. 2 and (iii) any administrative, judicial, arbitration or other
proceedings, or any investigations with respect thereto or in any way related to
this Supplemental Indenture No. 2.

Section 5. This  Supplemental  Indenture No. 2 shall be effective as of the date
first above written and upon the  execution  and delivery  hereof by each of the
parties hereto.

Section 6. This Supplemental Indenture No. 2 shall be governed by, and construed
in accordance with, the laws of the State of New York.

Section 7. This  Supplemental  Indenture  No. 2 may be executed in any number of
counterparts,  each of which shall be an original,  but such counterparts  shall
together constitute but one and the same instrument.

Section 8. Except as specifically set forth herein, the terms and provisions of
the Indenture shall remain in full force and effect.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


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                 SIGNATURE PAGE FOR SUPPLEMENTAL INDENTURE NO. 2

         IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                KAYDON CORPORATION



                                By: /s/ Brian P. Campbell
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                                    Brian P. Campbell
                                    Chairman and President


                                SUNTRUST BANK, as Trustee



                                By: /s/ Muriel Shaw
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                                Name: Muriel Shaw
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                                Title: Trust Officer
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