**Exhibit 4.(a)(ii)**

**FIRSTAMENDMENT TO THEJ. L. HALSEY CORPORATION2005 EQUITY BASED COMPENSATION PLAN**

**THISFIRST AMENDMENT** is effective May 6, 2005, and is made byJ. L. Halsey Corporation, a Delaware corporation (the “Company”).

**W I T N E S S E T H:**

**WHEREAS****, on May 6, 2005, the board of directors of the Company (the “Board”)adopted the J. L. Halsey Corporation 2005 Equity-Based Compensation Plan (the “Plan”);**

**WHEREAS****, Section 3(a) of the Plan provides that the committee designated by theBoard to administer the Plan (the “Committee”) shall administer the Plan exceptto the extent the Board elects to administer the Plan;**

**WHEREAS****, Section 2(j) of the Plan defines the “Committee” as:**

**[A] committee of two or more directors designated bythe Board to administer this Plan; provided, however, that unless otherwisedetermined by the Board, the Committee shall consist solely of two or moredirectors, each of whom shall be (i) a “nonemployee director” within themeaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” asdefined under section 162(m) of the Code, unless administration of this Plan by“outside directors” is not then required in order to qualify for taxdeductibility under section 162(m) of the Code.**

**WHEREAS****, notwithstanding Section 2(j), the Board previously designated a singlemember of the Board to administer the Plan and the Plan has at all times beenadministered by such single person Committee; and**

**WHEREAS****, the Board desires to amend the Plan, effective May 6, 2005, to clarifythat the Committee may consist of a single member of the Board.**

**NOW, THEREFORE****,**Section 2(j) of the Planis hereby amended in its entirety, effective May 6, 2005, to read as follows:

**“Committee”means a committee of one or more directors designated by the Board toadminister this Plan.**

**NOW, THEREFORE**, be it furtherprovided that, except as provided above, the Plan shall continue to be read inits current state.

  

----

**IN WITNESS WHEREOF****, this First Amendment has been executed by aduly authorized officer of the Company as of the date specified below andeffective as set forth herein.**
|       | **J. L. HALSEY CORPORATION,** |                                                         |
|------------|-------------------------------|--------------------------------------------------------------|
| ** ** | **a Delaware corporation**    |                                                         |
| ** ** | ** **                    |                                                         |
| ** ** | ** **                    |                                                         |
| ** ** | **By:**                       | /s/ David  R. Burt                                      |
| ** ** | ** **                    | ** **                                                   |
| ** ** | **Name:**                     | David R. Burt                                                |   |
| ** ** | ** **                    | ** **                                                   |   |
| ** ** | **Title:**                    | President, Chief  Executive Officer, Secretary and Treasurer |   |
| ** ** | ** **                    | ** **                                                   |   |
| ** ** | **Date:**                     |                                                         |   |
|            |                               |                                                              |  |  |

 

2

----