<PAGE>
                                                                  EXHIBIT 10.2.1

                             FIFTH AMENDMENT TO THE
                             ELECTRO-TEC CORPORATION
                        EMPLOYEE RETIREMENT BENEFIT PLAN


         FIFTH AMENDMENT to the Plan made by duly authorized officers of the
Company this 1st day of November, 2004.

         1.       RECITATION. The Company has determined that an amendment to
                  the Plan is desirable to reflect a number of non-material form
                  and operational changes in the Plan.

         2.       AMENDMENT. The Plan is amended at:

                  (a)      Sections 4.1, 4.5, 5.1, 5.3, 5.6, 6.1, 6.2, 7.1, 7.2
                           and 7.5 to change the references to "Salary Deferred
                           Contributions" to "Elective Contributions" for
                           purposes of clarity and consistency.

                  (b)      Sections 4.5, 5.8, 5.9 and 5.10 to change the
                           references to "Elective Deferrals" to "Elective
                           Contributions" for purposes of clarity and
                           consistency.

                  (c)      Sections 4.5, 5.1, 5.3, 6.1 and 7.2(b)(i)(C) to
                           remove the references to "Voluntary Contributions" as
                           a defined term.

                  (d)      Section 5.8(d) to define Elective Contributions for
                           purposes of the limitations of Section 5.8.

                  (e)      Sections 6.1 and 7.1 to change the reference to
                           "Salary Deferred Contributions Account" to "Elective
                           Account".

                  (f)      Section 6.2(e), effective July 1, 2004, to limit the
                           circumstances in which contributions may be made in
                           Kaydon Stock.

                  (g)      Section 7.1(d), effective July 1, 2004, to clarify
                           the Disability Distributive Event to incorporate
                           certain rules of administration in the definition
                           itself.

                  (h)      Sections 9.2 and 9.5 to clarify that the Employer is
                           the Plan Administrator of the Plan.

                  (i)      Section 9.3, effective July 1, 2004, to provide that
                           the Employer may act by a written instrument executed
                           by two officers.

<PAGE>

         3.       EFFECTIVE DATE. Except as otherwise noted, as clarifications
                  to the February 19, 2002 restatement of the Plan, these
                  amendments are effective January 1, 1997.

         4.       REVISED PAGES. The Amendments reflected above are incorporated
                  in a revised page which shall be substituted for its
                  counterpart in the Plan.


                                                              ELECTRO-TEC CORP.


                                                     By  /s/ Brian P. Campbell
                                                         ---------------------

                                                          Its  President


                                                     And  /s/ John F. Brocci
                                                          ------------------

                                                          Its  Secretary


                                     - 2 -
<PAGE>
                             ELECTRO-TEC CORPORATION
                      EMPLOYEE RETIREMENT BENEFIT PLAN
     (As Amended and Restated February 19, 2002 Effective January 1, 1997)


<PAGE>
                                   ARTICLE IV

                             EMPLOYER CONTRIBUTIONS

         4.1      EMPLOYER CONTRIBUTIONS.  For each Plan Year, the Employer:

         (a) SALARY DEFERRED. Must contribute the sum of Active Participant
Elective Contributions.

         (b) REGULAR PROFIT SHARING. May contribute a Regular Profit Sharing
Contribution. The amount of the contribution, if any, is determined by the
Committee or the Board of Directors of Electro-Tec Corp. in its discretion,
subject to the maximum limitations of this Plan. A Regular Profit Sharing
Contribution is allocated under Article VI and is subject to the applicable
Vesting Schedule.

         (c) QUALIFYING. May contribute a Qualifying Contribution which is:

                  (i) NON-DISCRIMINATORY. Part or all of an Employer
         Contribution which is non-discriminatory under Code Section 401(a)(4)
         determined with and without the Qualifying Contribution;

                  (ii) NOT USED. Not taken into account in determining whether
         any other contributions or benefits are non-discriminatory under Code
         Sections 401(a)(4); or under Code Sections 401(k)(3) or 401(m) except
         to the extent designated by the Employer for that purpose under this
         Plan;

                  (iii) ALLOCATED. Allocated to the Active Participant as of a
         date within the Plan Year; and

                  (iv) INCREASE. Not effective to increase the difference
         between the Actual Contribution Percentages (ACP) or Actual Deferral
         Percentages (ADP) for the Highly Compensated and Non-Highly Compensated
         groups.

         The amount of the contribution, if any, is determined by the Board of
Directors of Electro-Tec Corp. in its discretion, subject to the maximum
limitations of this Plan.


                                      -23-
<PAGE>


         (d) MATCHING. Will contribute a Matching Contribution which is the sum
of:

                  (i) 100%. 100% of each eligible Participant's Elective
         Contributions (excluding Catch-Up Contributions), not to exceed 3% of
         the Participant's Compensation; and

                  (ii) 75%. 75% of each eligible Participant's Elective
         Contributions (excluding Catch-up Contributions) in excess of the
         Elective Contributions matched under subparagraph (i) above, not to
         exceed an additional 4% of the Participant's Compensation.

         The tentative Contribution is reduced by the amount of forfeitures to
be reallocated to Employer Accounts on the Allocation Date as a Matching
Contribution. The Matching Contribution is allocated under Article VI and is
subject to the applicable Vesting Schedule.

         (e) TOP HEAVY MINIMUM. Must, if applicable, contribute the Minimum Top
Heavy Contribution. The Minimum Top Heavy Contribution for each Plan Year in
which the Plan is Top Heavy is:

                  (i) SINGLE PLAN. If the Employer does not maintain another
         qualified retirement plan, or for Active Participants in just this
         Plan, the lesser of three percent (3%) of the Section 415 Compensation
         of each Non-Key Employee Active Participant employed by the Employer
         (or Affiliated Employer) on the last day of the Plan Year or the
         highest percentage of Section 415 Compensation allocated to a Key
         Employee multiplied by the Section 415 Compensation of those
         Participants (the Regular Minimum). For this purpose, Elective and
         Matching Contributions allocated to Key Employees are treated as an
         Employer Contribution allocated to a Key Employee. The Amount is
         determined without regard to the integration of contributions with
         Social Security or an Active Participant's failure to make a Mandatory
         Contribution.

                  (ii) ANOTHER DEFINED CONTRIBUTION PLAN. If the Employer
         maintains another qualified defined contribution plan in which an
         Active Participant also participates, the Regular Minimum contribution
         of the Plan which comes first in the following priority order: a target
         benefit plan, a money purchase pension plan, a leveraged employee stock
         ownership plan, a stock bonus plan, or a tax credit employee stock
         ownership plan.


                                      -24-
<PAGE>

                  the Employee either becomes freely transferable or is no
                  longer subject to substantial risk of forfeiture;

                           (C) QUALIFIED STOCK OPTION. Amounts realized from the
                  sale, exchange, or other disposition of stock acquired under a
                  qualified stock option;

                           (D) OTHER AMOUNTS. Other amounts that received
                  special tax benefits or contributions made by the Employer
                  (other than under a salary reduction agreement) toward the
                  purchase of an annuity described in Code Section 403(b)
                  (whether or not the amounts are actually excludable from the
                  gross income of the Employee); and

                           (E) ADJUSTED ANNUAL COMPENSATION LIMIT. Amounts in
                  excess of the Annual Compensation Limit.

                  (ii) ESTIMATION. Until Section 415 Compensation is actually
         determinable, the Employer may use a reasonable estimate of Section 415
         Compensation. As soon as administratively feasible, actual Section 415
         Compensation shall be determined.

         4.5 EXCESS ADDITION. If, despite the restrictions contained in this
Article and Code Section 415, an excess Annual Addition occurs, and the excess
is due to a reasonable error in estimating compensation, allocation of
forfeitures or other facts and circumstances as determined by the Commissioner
justifying the excess, to the extent the excess cannot be cured by the
distribution of Elective Contributions or other Participant Contributions, the
excess:

         (a) REDUCED VOLUNTARY CONTRIBUTION. First reduces the participant's
voluntary contribution to the maximum annual addition permitted.

         (b) REDUCED CONTRIBUTION. If the Active Participant has made no
voluntary contribution or an excess remains despite the reduction of a voluntary
contribution, shall be retained by the Trustee in an Unallocated Suspense
Account. The excess reduces the Employer's contribution for the next succeeding
Plan Year and is allocated to the applicable Participant's Account on the next
Allocation Date before any additional contributions may be made to the Plan. If
the participant's


                                      -31-
<PAGE>

participation is terminated before the next Allocation Date, the excess is
allocated and reallocated among the Active Participants on that date.

         (c) UNALLOCATED SUSPENSE ACCOUNT. Held in an Unallocated Suspense
Account shall not share in the earnings, losses and adjustments in value of the
Fund.

         To the extent the excess can be cured by the distribution of Elective
Contributions or other Participant Contributions, such Contributions and the
gains on these amounts shall be distributed, to the extent that the distribution
reduces the excess amounts in the participant's Account. Amounts distributed in
that manner are disregarded for purposes of Code Section 402(g), the Actual
Deferral Percentage test and the Actual Contribution Percentage test.

         4.6 ERRONEOUS CONTRIBUTION. An erroneous contribution resulting from a
mistake of fact shall, if requested by the Employer, be returned to the Employer
within one (1) year of payment. Contributions made prior to an initial
determination of nonqualified status shall, if requested by the Employer, be
returned to the Employer within one year of the denial of qualified status, if
the request for initial determination of qualified status was made in a timely
manner. In all other circumstances, the corpus or income of the Trust may not be
diverted to or used for other than the exclusive benefit of the participants or
their beneficiaries.

         4.7 INVESTMENT OF CONTRIBUTIONS IN STOCK. To the extent Participants
have elected to invest contributions in Stock, the Trustee shall purchase the
number of whole shares of Stock which may be purchased with each contribution.
Purchases shall be made as soon as practicable. If any balance of a contribution
which a Participant has elected to be invested in Stock or cash dividends remain
after the Trustee has purchased the number of shares of Stock which may be
purchased, the additional amounts shall be maintained in the Trust, aggregated
with the next contribution to be invested in Stock or cash dividends on Stock
paid to the Plan and applied to purchase the number of shares of Stock which may
then be purchased.



                                      -32-
<PAGE>

                                    ARTICLE V

                            PARTICIPANT CONTRIBUTIONS

         5.1 PARTICIPANT CONTRIBUTIONS. For each Plan Year, an Active
Participant may make:

         (a) ELECTIVE. Elective Contributions of Compensation which the Active
Participant may elect to defer or receive in cash which:

                  (i) NOT AVAILABLE. Are not made out of Compensation which is
         currently available to the Active Participant at the date of the
         election, the date of adoption of the Plan and the Effective Date;

                  (ii) TIMING. Are reflected in an election made within thirty
         (30) days after the close of the Plan Year;

                  (iii) IMPERMISSIBLE USE. Are not taken into account in
         determining whether any other contributions under any plan satisfy Code
         Section 401(a) other than Code Section 410(b)(2)(A)(ii), including but
         not limited to Code Section 416; and

                  (iv) LIMITS. Do not exceed the Elective Contribution Limit,
         the Elective Deferral Limit, the Multiple Use Limit, or 50% of
         Compensation.

         (b) TRANSFER OR ROLLOVER. Contributions which consist of an amount that
is either a rollover or a direct transfer from another qualified retirement plan
for a Participant.

                  (i) PERMITTED TRANSFER. The transfer must be either:

                           (A) PLAN-TO-PLAN TRANSFER. A direct plan-to-plan
                  transfer of funds held under another qualified retirement plan
                  or trust that is not a qualifying rollover, or



                                      -33-
<PAGE>

                           (B) QUALIFYING ROLLOVER. A rollover amount within the
                  meaning of Code Sections 402(c)(5) and 408(d)(3) or an
                  eligible rollover distribution within the meaning of Code
                  Section 402(c)(4), including a direct rollover under Code
                  Section 401(a)(31), that the Administrator reasonably
                  concludes is a qualifying rollover, excluding after tax
                  employee contributions.

                  (ii) RETURN OF IMPROPER ROLLOVER. If a rollover amount is
         determined not to be a qualifying rollover or constitutes a prohibited
         transfer, the amount, plus any earnings and minus any losses, shall be
         distributed to the Participant immediately.

                  (iii) PROHIBITED TRANSFERS. Unless the Participant's spouse
         consents to the transfer and the Participant waives the qualified joint
         and survivor annuity, this plan shall not accept a transfer of assets
         from:

                           (A) DEFINED BENEFIT. A defined benefit plan,

                           (B) MONEY PURCHASE/TARGET BENEFIT. A money purchase
                  pension plan or a target benefit pension plan, or

                           (C) OTHER. Any other defined contribution plan
                  subject to the qualified joint and survivor and qualified
                  preretirement survivor annuity requirements of Code Sections
                  401(a)(11) and 417.

         (c) CATCH-UP CONTRIBUTIONS. Effective January 1, 2002, if the
participant has attained age 50 before the close of the Plan Year, Catch-Up
Contributions in accordance with, and subject to the limitations of, Code
Section 414(v).

                  (i) LIMITS. Catch-Up Contributions shall not be taken into
         account for purposes of the provisions of the Plan implementing the
         required limitations of sections 402(g) and 415 of the Code.

                  (ii) NO FAILURE. The Plan shall not be treated as failing to
         satisfy the provisions of the Plan implementing the requirements of
         section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code,
         as applicable, by reason of the making of such Catch-Up Contributions.

A participant may not make a deductible employee contribution for any taxable
year beginning



                                      -34-
<PAGE>

         5.3 MATCHING AND VOLUNTARY CONTRIBUTION LIMITS. Matching and voluntary
Contributions (excluding Qualifying Contributions used to meet the Code Section
401(k) tests and including, to the extent designated by the Employer, other
Qualifying or Elective Contributions) to this Plan, and any plan aggregated with
this Plan for purposes of Code Sections 401(a)(4) and 410(b), must satisfy the
ACP Limit. For Plan Years beginning after December 31, 1996, ACP Limit means the
maximum ACP for Highly Compensated Employees determined under the current year
testing method. The ACP for Participants who are Highly Compensated Employees
shall not exceed the greater of:

         (a) 125% LIMIT. 125% of the ACP for all Participants who are not Highly
Compensated Employees, or

         (b) 200%/2% LIMIT. Subject to the multiple use limitation in Section
5.10(a), 200% of the ACP for the preceding Plan Year for all Participants who
are not Highly Compensated Employees or, if less, the ACP for all Participants
who are not Highly Compensated Employees plus two percentage points.

         5.4 ACTUAL CONTRIBUTION PERCENTAGE. ACP means the average of the
Contribution Percentages determined by dividing the sum of all Contribution
Percentages of all eligible Participants in the applicable group by the number
of eligible Participants in the group. An eligible Participant is a Participant
who is directly or indirectly eligible to make or receive an allocation of an
ACP Contribution. Effective for Plan Years beginning after December 31, 1998,
the Employer may elect to disregard eligible Participants (other than Highly
Compensated Employees) who have not met the minimum age and service requirements
of Code Section 410(a)(1)(a) provided the plan separately satisfies Code Section
410(b) taking into account only those Participants.

         (a) CONTRIBUTION PERCENTAGE. Contribution Percentage means the
percentage determined by dividing the Participant's ACP Contributions for the
applicable Plan Year by the Participant's ADP Compensation. If ACP Contributions
are not made for the Participant, the Participant's Contribution Percentage is
zero.


                                      -36-
<PAGE>

Contributions, and Qualified Matching Contributions, to the extent that these
contributions are treated as Matching Contributions.

         (a) DEFINITION. Excess Aggregate Contribution means the ACP
Contributions of Highly Compensated Employees that cause the ACP to exceed the
ACP Limit.

         (b) METHOD. Correction of the Excess Aggregate Contribution first shall
be made by deducting proportionately the Participant's Matching Contributions,
and Elective Contributions and Qualified Matching Contributions treated as
Matching Contributions, in determining the Participant's Contribution Percentage
for the Plan Year. Finally, if necessary because the Participant's Matching
Contributions, and Elective Contributions and Qualified Matching Contributions
treated as Matching Contributions, have been exhausted, any remaining Excess
Aggregate Contribution shall be deducted from the Participant's Nonelective
Contributions treated as Matching Contributions for the Plan Year.
Elective Contributions, Nonelective Contributions, and Qualified Matching
Contributions deducted to correct an Excess Aggregate Contribution shall be
distributed to the Participant. Matching Contributions deducted to correct an
Excess Aggregate Contribution shall be multiplied by the Participant's vested
percentage to determine the vested amount. The vested amount shall be
distributed, and the nonvested portion shall be treated as a forfeiture as of
the date of deduction.

         5.6 ELECTIVE CONTRIBUTION LIMIT. Elective Contributions (excluding
Elective and Qualifying Contributions used to meet the Code Section 401(m) tests
and including, to the extent designated by the Employer, other Qualifying
Contributions) to this Plan, and any plan aggregated with this Plan for purposes
of Code Sections 401(a)(4) and 410(b), must satisfy the ADP Limit. For Plan
Years beginning after December 31, 1996, the ADP Limit means the maximum ADP for
Highly Compensated Employees determined under the current year testing method.
The ADP for Highly Compensated Employees for each Plan Year may not exceed the
greater of:



                                      -38-
<PAGE>

         (a) 125% LIMIT. 125% of the ADP for all Participants who were not
Highly Compensated Employees, or

         (b) 200%/2% LIMIT. Subject to the Multiple Use Limitation in Section
5.10(a), 200% of the ADP for all Participants who are not Highly Compensated
Employees or, if less, the ADP for all Participants who are not Highly
Compensated Employees plus two percentage points.

         Effective January 1, 1993, the collectively bargained portions of the
Plan must be separately tested. In applying the Elective Contribution Limit, the
restructuring rules of the regulations under Code Section 401(a)(4) may be used
for Plan Years beginning before January 1, 1992.

         5.7 ACTUAL DEFERRAL PERCENTAGE. ADP means the average of the Deferral
Percentages determined by dividing the sum of all Deferral Percentages of all
eligible Participants in the applicable group by the number of eligible
Participants in that group. An eligible Participant is a Participant who is
directly or indirectly eligible to make or receive an allocation of an ADP
Contribution. Effective for Plan Years beginning after December 31, 1998, the
Employer may elect to disregard eligible Participants (other than Highly
Compensated Employees) who have not met the minimum age and service requirements
of Code Section 410(a)(1)(a) provided the plan separately satisfies Code Section
410(b) taking into account only those Participants.

         (a) DEFERRAL PERCENTAGE. Deferral Percentage means a percentage
determined by dividing the Participant's ADP Contributions for the applicable
Plan Year by the Participant's ADP Compensation. If ADP Contributions are not
made for the Participant, the Participant's Deferral Percentage is zero.

         (b) ADP CONTRIBUTIONS. ADP Contributions means the sum of the following
for the applicable Plan Year:

                  (i) ELECTIVE CONTRIBUTIONS. Elective Contributions made for
         the Participant; and

                  (ii) OTHER CONTRIBUTIONS TREATED AS ELECTIVE CONTRIBUTIONS.
         Qualifying Contributions treated as Elective Contributions for a Plan
         Year to the extent permitted under


                                      -39-
<PAGE>

         Regulations Section 1.401(k)-1(b)(5).

         (c) ADP COMPENSATION. ADP Compensation means the Employee's
compensation as defined in Code Section 414(s) and Regulations for the
applicable Plan Year. In accordance with the Regulations, the Employer may elect
to determine ADP Compensation for a Plan Year based on the calendar year ending
within that Plan Year. ADP Compensation is determined only for the portion of
the Plan Year that the Employee is a Participant employed in Covered Employment.
ADP Compensation shall not exceed the Annual Compensation Limit.

         (d) AGGREGATION WITH OTHER PLANS. This plan and any plan aggregated
with this plan under the plan aggregation rules of Section 5.10 shall be treated
as a single plan for testing compliance with the ADP Limit.

         (e) ADDITIONAL RULES. In determining compliance with the ADP Limit, the
testing coordination, plan aggregation, correction, and other rules in Section
5.10 apply. If the Administrator determines that the Elective Deferral Limit or
the ADP Limit may be exceeded, the Administrator may reduce or suspend Elective
Contributions for individual Highly Compensated Employees as necessary.

         5.8 ELECTIVE DEFERRAL LIMIT. Elective Contributions under this Plan and
all other plans, contracts, or arrangements of the Employer (and any Affiliated
Employer) may not exceed the limitation in effect under Code Section 402(g)(1)
for the taxable year beginning in the calendar year. Elective Contributions
which exceed the limit are included in the individual's gross income.

         (a) GENERAL RULE. Except for Elective Contributions of amounts
attributable to service performed in 1986 described in Section 1105(c)(5) of the
Tax Reform Act of 1986, the limitation is $7,000.00, as adjusted by the
Secretary of the Treasury.

         (b) INCREASE. The limitation is increased (but not to an amount in
excess of $9,500) by the amount of any employer contributions to purchase a
403(b) annuity contract under a salary reduction agreement.



                                      -40-
<PAGE>

         (c) DECREASE. The limitation is decreased in the taxable year following
the taxable year the participant receives a hardship distribution which is based
on a deemed financial need by the amount of the Elective Contributions in the
taxable year of the hardship distribution.

         (d) ELECTIVE CONTRIBUTIONS. Elective Contributions for purposes of this
limitation are the elective contributions made for the Participant and any other
portion of the Participant's income deferred and excluded from current taxation
under Code Sections 401(k) (a qualified cash or deferred arrangement); 408(k)(6)
(a simplified employee pension plan); 403(b) (a tax-sheltered annuity);
408(p)(2)(A)(ii) (a SIMPLE retirement plan); 457 (a deferred compensation plan
of governments and tax-exempts); or 501(c)(18) (a pre-June 25, 1959, employee
contributions only plan). In applying the limit, all of the Participant's
Elective Contributions for the calendar year shall be aggregated.

         5.9 CORRECTION OF EXCESS DEFERRAL AND EXCESS CONTRIBUTION.

         (a) EXCESS DEFERRAL. Upon written notification, an Excess Deferral,
plus attributable income or loss, shall be distributed to the Participant.

                  (i) DEFINITION. Excess Deferral means a Participant's Elective
         Contributions that exceed the Elective Deferral Limit.

                  (ii) WRITTEN NOTIFICATION. If the Excess Deferral for a
         Participant occurs within one or more plans of the Employer and any
         Related Employer, the Employer must notify the Trustee of the amount of
         the Excess Deferral to be distributed from this plan. If the Excess
         Deferral for a Participant occurs under this plan and one or more plans
         of unrelated employers, the Participant must notify the Administrator
         of the amount of the Excess Deferral to be distributed from this plan.
         The notification should be given no later than February 15 following
         the calendar year for which the Excess Deferral was contributed. The
         notification must specify the amount of Excess Deferral to be
         distributed and contain an acknowledgment that the amount to be
         distributed exceeds the Elective Deferral Limit.

                  (iii) TIME OF DISTRIBUTION. If the written notification is
         timely, the distribution shall be made by April 15 following receipt of
         the request. If not, any Excess Deferral shall be



                                      -41-
<PAGE>

         first day of the applicable period, plus contributions allocated as of
         the last day of the period.

                  In addition, income credited for the period between the last
         day of the applicable period and the date of distribution shall be
         equal to 10% of the income determined under the preceding paragraph
         multiplied by the number of full months between the last day of the
         applicable period and the date of distribution. A month shall be
         considered a full month if the payment is made after the 15th day of
         that month.

         (g) ORDERING OF EXCESS AMOUNTS. Excess Deferrals shall be determined
and corrected before Excess Contributions, and Excess Contributions shall be
determined and corrected before Excess Aggregate Contributions.

         (h) ALLOCATION OF CORRECTION AMONG MULTIPLE PLANS. If the Employer
maintains another plan that must be aggregated with this plan for testing
compliance with the ADP or ACP Limits, the Employer shall specify the plan from
which corrections are to be made.

         (i) DEADLINE FOR CORRECTION. To correct an Excess Contribution or
Excess Aggregate Contribution, a distribution or forfeiture shall be made not
later than the last day of the Plan Year after the Plan Year for which the
excess was contributed.

         (j) TAXATION OF DISTRIBUTION.

                  (i) EXCESS DEFERRAL. The Excess Deferral is included in the
         Participant's income for the calendar year for which contributed. The
         attributable income or loss is included for the calendar year of
         distribution.

                  (ii) EXCESS CONTRIBUTIONS/EXCESS AGGREGATE CONTRIBUTIONS. If
         made within the two-and-one-half-month period after the end of the Plan
         Year for which the excess was contributed, an amount distributed to
         correct an Excess Contribution or Excess Aggregate Contribution shall
         be included in the Participant's income on the earliest dates any
         Elective Contributions by the Participant during the Plan Year would
         have been received by the Participant had the Participant originally
         elected to receive the amounts in cash. A later



                                      -47-
<PAGE>

                                   ARTICLE VI

                                    ACCOUNTS

         6.1 ACCOUNTS. The Committee shall establish for each participant a
separate Employer Account for each type of Employer Contribution and a separate
Participant Account for each type of Participant Contribution.

         (a) IDENTIFICATION. The specific accounts created are, as necessary:

                  (i) EMPLOYER REGULAR PROFIT SHARING ACCOUNT. The Accounts to
         which any Employer Regular Profit Sharing Contributions are credited;

                  (ii) EMPLOYER MATCHING CONTRIBUTIONS ACCOUNT. The Accounts to
         which any Employer Matching Contributions are credited;

                  (iii) ELECTIVE CONTRIBUTIONS ACCOUNT. The Accounts to which
         amounts from the KDI Plan Employee Pre-Tax Account were, and Active
         Participant Elective and Catch-Up Contributions to this Plan are,
         credited;

                  (iv) EMPLOYER QUALIFYING CONTRIBUTIONS ACCOUNT. The Accounts
         to which any Employer Qualifying Contributions are credited;

                  (v) PARTICIPANT CONTRIBUTIONS ACCOUNT. The Accounts to which
         amounts from the KDI Plan Employee Post-Tax Matched and Employee
         Post-Tax Voluntary Accounts, and Participant Voluntary Contributions to
         this Plan, were credited;

                  (vi) KDI TRANSFER ACCOUNT. The Accounts to which amounts from
         the KDI Plan Employer Pre-Tax Matching and Employer Post-Tax Matching
         Accounts were credited;

                  (vii) TRANSFER OR ROLLOVER ACCOUNT. The Accounts to which
         amounts transferred or rolled-over to this Plan (other than Cooper
         Bearing Transfer Account amounts) are credited.

         Each Account consists of a number of sub-Accounts. One sub-Account
includes the portion of the Account which is invested in Stock of Kaydon
Corporation. The other sub-Accounts include the portions of the Accounts which
are otherwise invested pursuant to each option provided under the Plan.


                                      -49-
<PAGE>

         (b) CREDITING. On each Allocation Date:

                  (i) EMPLOYER ACCOUNTS. Each Employer Account is credited with
         the designated Employer Contributions, forfeitures and a share of the
         expenses, earnings, losses and adjustments in value of the applicable
         portion or portions of the Trust; and

                  (ii) PARTICIPANT ACCOUNTS. Each Participant Account is
         credited with the Active Participant's Contributions to that Account
         and a share of the expenses, earnings, losses and adjustments in value
         of the applicable portion or portions of the Trust.

         6.2 ALLOCATION OF EMPLOYER CONTRIBUTIONS. Employer Regular Profit
Sharing Contributions for the Plan Year are allocated to the Employer Regular
Profit Sharing Accounts of Active Participants who complete one thousand (1,000)
Hours of Service during the Plan Year and are Employees on the last day of that
Plan Year in the proportion which each Active Participant's Compensation for the
Plan Year bears to the aggregate of Active Participants' Compensation for the
Plan Year, subject to the Testing Adjustment.

         (a) ELECTIVE. Elective Contributions are allocated to the account of
the electing Active Participant.

         (b) QUALIFYING. Employer Qualifying Contributions are allocated as
directed by the Employer. That direction may include allocation in the same
manner as Employer Regular Profit Sharing Contributions, in any other
non-discriminatory manner, or a combination, and may be limited to Non-Highly
Compensated Employees or one or more classifications of Non-Highly Compensated
Employees. The method of allocation must be specified by the Employer within
thirty (30) days of the end of the Plan Year to avoid discrimination under Code
Sections 401(k) and 401(m).

         (c) MATCHING. Matching Contributions are allocated to the Matching
Account of each Active Participant based on each Active Participant's Elective
Contributions for the month which are eligible for a Matching Contribution as
provided under Article IV.



                                      -50-
<PAGE>

                  (i) PROVISIONAL ALLOCATION. Each allocation of Matching
         Contributions to a Highly Compensated Participant is provisional until
         the Actual Contribution Percentage, the Actual Deferral Percentage, the
         Multiple Use and the Elective Deferral Limitations for the applicable
         year have been satisfied.

                  (ii) EFFECT. Matching Contributions provisionally allocated
         based on Elective Contributions which are forfeited, recharacterized,
         or distributed to the Participant are forfeited and must be removed
         from the allocation and reallocated to other Participants, if
         appropriate, for the Plan Year, or held in an Excess Contribution
         Account under Article IV.

         (d) SPECIAL CONTRIBUTIONS. Forfeiture Restoration Contributions are
allocated to the account of the affected Active Participant. Minimum Top Heavy
Contributions are allocated to the account of the affected Non-Key Employee
Active Participants who are employed by the Employer (or Affiliated Employer) on
the last day of the Plan Year.

         (e) STOCK CONTRIBUTIONS. Employer Contributions may be made in Stock or
in cash, or in any combination of Stock and cash (as determined by each
Employer) except that:

                  (i) GENERAL RULE. No Contribution other than Elective
Contributions may be made in Stock without the approval of the Compensation
Committee of the Board of Directors of Kaydon Corporation or a majority of the
independent directors of the Board.

                  (ii) ELECTIVE CONTRIBUTIONS. Elective Contributions may be
made in Stock only to the extent Participants have elected to have those
contributions invested in Stock.

                  Stock contributed by an Employer is valued at the average of
its closing prices as reported on any national securities exchange or as quoted
on any system sponsored by a national securities association for the twenty (20)
consecutive trading days immediately prior to the date on which the Stock is
contributed to the Plan.

         (f) LEASED EMPLOYEE OFFSET. Contributions are not allocated to a Leased
Employee to the extent the Leased Employee accrues contributions or benefits
under a plan maintained by the leasing organization which are attributable to
services performed for the Employer (or Affiliated Employer).

         (g) TESTING ADJUSTMENT. All allocations for Highly Compensated
Employees are subject to limitation based on, and may be reduced as necessary to
comply with, the participation, coverage and non-discrimination tests applicable
to the Plan under Code Sections 401(a)(26), 410(b) and 401(a)(4). All
allocations to Highly Compensated Employees are provisional until the earlier of
the



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<PAGE>

                                   ARTICLE VII

                                  DISTRIBUTION

         7.1 DISTRIBUTIVE EVENT. A participant's Account is distributable upon
the occurrence of a Distributive Event. A Distributive Event is:

         (a) NORMAL RETIREMENT. A participant's attainment of Normal Retirement
Age and termination of employment with the Employer;

         (b) EARLY RETIREMENT. A participant's attainment of age 55, completion
of ten (10) years of employment with the Employer and termination of employment
with the Employer (and Affiliated Employers);

         (c) DEATH. A participant's Death;

         (d) DISABILITY. A participant's Total and Permanent Disability which is
the Participant's inability to perform the individual's usual duties for the
Employer due to injury, disease, or mental disorder determined by a physician or
other evidence selected by the Committee.

         (e) EMPLOYMENT TERMINATION. A participant's Termination of Employment
with the Employer (and all Affiliated Employers);

         (f) PLAN TERMINATION. For other than a Qualifying Account or an
Elective Contributions Account, the termination of the Plan;

         (g) ELECTIVE AND QUALIFYING. From an Elective Contributions Account or
a Qualifying Account:

                  (i) PLAN TERMINATION. The termination of the Plan without
         establishment or maintenance of another defined contribution plan
         (other than a plan defined in Code Sections 4975(e)(7) or 409, a
         simplified employee pension as defined in Code Section 408(k), or a
         SIMPLE IRA plan as defined in Code Section 408(p)) to the extent the
         participant receives a lump sum distribution within Code Section
         401(k)(10) by reason of the termination; or



                                      -60-
<PAGE>

                  (ii) DISPOSITION. To the extent the participant receives a
         lump sum distribution within Code Section 401(k)(10) by reason of the
         disposition, and if the Employer continues to maintain this Plan after
         the disposition, the disposition by the Employer to an unrelated
         employer of:

                           (A) ASSETS. Substantially all of the assets used by
                  the Employer in a trade or business with respect to an
                  employee who continues employment with the acquiring
                  corporation; and

                           (B) STOCK. The Employer's interest in a subsidiary
                  with respect to an employee who continues employment with the
                  subsidiary.

         (h) HARDSHIP. For Elective Contributions and earnings of the Elective
Contributions Account through December 31, 1988 only, Hardship as provided in
this Article.

         (i) AGE 59 1/2. From an Elective and Qualifying Contributions Account
after the participant has exhausted all withdrawals from the Voluntary
Contributions Account, and from the KDI Transfer Account, a participant's
attainment of 59 1/2.

         (j) MINIMUM REQUIRED. A participant's attainment of the participant's
Required Beginning Date.

         (k) ALTERNATE PAYEE. For an Alternate Payee under a Qualified Domestic
Relations Order, the request of the Alternate Payee at the time set forth in or
allowed under the Order even if that time is prior to the date the participant
attains the earliest retirement age as defined in Section 414(p)(4) of the Code,
to the extent authorized under Section 414(p)(10) of the Code.

         7.2 HARDSHIP. Hardship requires an immediate and heavy financial need.
A Hardship distribution is limited to the amount necessary to satisfy the
financial need.

         (a) IMMEDIATE AND HEAVY FINANCIAL NEED. An immediate and heavy
financial need includes only:

                  (i) MEDICAL EXPENSES. Expenses for medical care described in
         Code Section 213(d) previously incurred by the participant, or the
         spouse or dependents of the participant,



                                      -61-
<PAGE>


         or necessary for those individuals to obtain such medical care;

                  (ii) RESIDENCE. Costs directly related to the purchase of a
         principal residence for the participant (excluding mortgage payments);

                  (iii) TUITION. Payment of tuition and related educational fees
         for the next twelve months of post-secondary education for the
         participant, or the spouse, children, or dependents of the participant;

                  (iv) EVICTION. Payments necessary to prevent the eviction of
         the participant from the participant's principal residence or
         foreclosure on the mortgage on that residence; and

                  (v) OTHER. Other similar matters approved by the Committee in
         a uniform and non-discriminatory manner and memorialized in rules and
         regulations of Plan administration in Appendix G to this Plan.

         (b) FINANCIAL NEED. An immediate and heavy financial need does not
exist to the extent the amount of the distribution exceeds the amount required
to relieve the financial need or to the extent the need may be satisfied from
other resources reasonably available to the participant.

                  (i) PARTICIPANT REPRESENTATION. In determining the
         availability of other resources, the Committee may reasonably rely on
         the representation of the participant that the need cannot be relieved:

                           (A) INSURANCE. Through reimbursement or compensation
                  by insurance or otherwise;

                           (B) LIQUIDATION. By reasonable liquidation of the
                  participant's assets, to the extent liquidation would not
                  itself cause an immediate and heavy financial need;

                           (C) CONTRIBUTIONS. By cessation of Elective or
                  voluntary contributions under the Plan; or

                           (D) LOANS. By other distributions or loans from
                  plans, or by borrowing from commercial sources on reasonable
                  commercial terms.



                                      -62-
<PAGE>

                  (ii) DEEMED FINANCIAL NEED. If the representation is not made
         or the Committee cannot reasonably rely upon it, a distribution is
         deemed necessary to satisfy an immediate and heavy financial need only
         if:

                           (A) AMOUNT. The distribution does not exceed the
                  immediate and heavy financial need of the participant
                  (including amounts necessary to pay any federal, state, or
                  local income taxes or penalties reasonably expected to result
                  from the distribution);

                           (B) DISTRIBUTION AND LOANS. The participant has
                  obtained all distributions (other than for hardship) and all
                  nontaxable loans currently available under all plans
                  maintained by the Employer (or Affiliated Employer);

                           (C) SUSPENSION. The participant's Participant
                  Contributions to this Plan and all other qualified and
                  nonqualified plans of deferred compensation (other than health
                  or welfare benefit plans) maintained by the Employer (or
                  Affiliated Employer) are required to be suspended for twelve
                  (12) months (six (6) months, effective January 1, 2002) after
                  receipt of the Hardship distribution; and

                           (D) REDUCED ELECTIVE. Under all plans maintained by
                  the Employer (or Affiliated Employer), the participant may not
                  make Elective Contributions for the taxable year immediately
                  following the taxable year of the hardship distribution in
                  excess of the applicable limit under Code Section 402(g) for
                  that next taxable year less the amount of the participant's
                  Elective Contributions for the taxable year of the hardship
                  distribution.

         7.3 GENERAL METHOD OF PAYMENT. Payments from a participant's Accounts
at or after a Distributive Event may be made by:

         (a) LUMP SUM. A single payment within one (1) taxable year of the
recipient;

         (b) INSTALLMENTS. Prior to August 1, 2001, monthly, quarterly,
semiannual or annual installments at least equal to the minimum amount
determined by dividing the Account Balance by



                                      -63-
<PAGE>

         (a) TERMINATION. On recognition by the Employer of termination of the
Plan, Elective Contributions and Qualifying Accounts must be transferred to any
other defined contribution plan maintained by the Employer or a member of a
controlled group including the Employer (other than a Code Section 4975(e)(7)
employee stock ownership plan).

         (b) STOCK. Except as otherwise provided, effective July 1, 1992, all
distributions shall be in whole shares of Stock if and to the extent the
distribution is from an Account invested in whole or in part in Stock. All other
distributions shall be in cash or an annuity contract, as required by the form
of distribution. Any fractional share of Stock otherwise distributable shall
also be distributed in cash.

                  (i) ELECTION AGAINST STOCK. Any participant or other payee may
         elect on the appropriate form to receive in cash all or part of the
         portion of a distribution which would otherwise be made in Stock.

                   (ii) PROCEDURE. The Trustee shall, to the extent necessary,
         purchase or sell the number of shares of Stock to be distributed, and
         the participant or other payee shall receive in cash or Stock, as the
         case may be, the net amount (after adjustments for any expenses
         directly related to the purchase, such as brokerage fees or
         commissions) of that purchase or sale.

                           (A) MULTIPLE. If a number of purchases or sales are
                  to be made by the Trustee at any one time, the net purchase or
                  sales price of all shares of Stock purchased or sold at that
                  time shall be averaged to determine the amount to be
                  distributed to each participant or other payee.

                           (B) VALUATION. Fractional shares of Stock shall be
                  valued on the basis of the closing price of the Stock as
                  reported on any national securities exchange or as quoted on
                  any system sponsored by a national securities association on
                  the trading day on which the stock is sold.



                                      -66-
<PAGE>

                                   ARTICLE IX

                                 ADMINISTRATION

         9.1 FIDUCIARY RESPONSIBILITIES. The responsibilities of the Employer
and the Committee are set forth in the Plan. The responsibilities of the Trustee
and Investment Manager are set forth in the Trust. This division of
responsibility is an allocation of fiduciary responsibility under Section
405(c)(1) of ERISA.

         9.2 EMPLOYER. The Employer has sole responsibility for:

         (a) CONTRIBUTIONS. Determining and making Employer Contributions;

         (b) FIDUCIARY APPOINTMENT. Appointing and removing the Trustee, the
Contract Administrator, the Investment Manager and the Committee;

         (c) AMENDMENT, TERMINATION. Amending or terminating the Plan and the
Trust;

         (d) EXPENSES. Paying the expenses of administering the Plan and the
Trust which may not be paid with Plan assets or which otherwise are not paid by
the Trustee out of Plan assets; and

         (e) PLAN ADMINISTRATOR. Acting as the Plan Administrator of the Plan.

         9.3 EMPLOYER ACTION. Action by the Employer must be taken by resolution
of its Board of Directors or by a written instrument executed by two or more
officers.

         9.4 INVESTMENT MANAGER APPOINTMENT. Any Investment Manager must be an
investment advisor registered under the Investment Advisors Act of 1940 or an
insurance company qualified to perform investment management services under the
laws of the State of Virginia. An Investment Manager must file its written
acceptance with the Employer acknowledging status as a named fiduciary. Upon
acceptance, the Employer must notify the Trustee of the appointment.

         9.5 PLAN ADMINISTRATOR. The Plan Administrator has responsibility for
general administration of the Plan. The Plan Administrator may delegate some of
its responsibilities to the Committee.

         (a) APPOINTMENT. The Committee may consist of one or more persons. In
the absence of a Committee, the Employer has the responsibilities of the
Committee designated by the Plan.



                                      -83-
<PAGE>

Any members of the Committee who are employees must not receive compensation for
their services to the Committee.

         (b) AUTHORITY. The Plan Administrator has the authority to:

                  (i) CONSTRUCTION. Exercise discretionary authority to construe
         and interpret the Plan and decide all questions of eligibility for
         participation and benefits;

                  (ii) PROCEDURES. Prescribe procedures and forms for
         applications for benefits, benefit elections, loans, if provided, and
         designation of beneficiaries;

                  (iii) DISCLOSE. Disclose to participants, as required by law,
         a summary of the Plan, a summary of annual reports to the government,
         benefit accruals, entitlement to the benefits and notices of
         application for determination;

                  (iv) REPORTING. Make governmental reports required by law
         including annual and periodic reports to the United States Internal
         Revenue Service and the Department of Labor;

                  (v) INFORMATION. Receive from and transmit to the Employer,
         the Trustee, the Investment Manager and the participants such
         information as shall be necessary for the proper administration of the
         Plan;

                  (vi) FINANCIAL REPORTS. Receive and retain reports of the
         financial condition of the Trust Fund from the Trustee and the
         Investment Manager;

                  (vii) BENEFIT AUTHORIZATION. Determine entitlement to, and the
         amount of, benefits and loans and authorize benefit payments and loans,
         if provided;

                  (viii) AGENTS. Appoint or employ individuals to assist in the
         administration of the Plan and other agents it deems advisable,
         including legal counsel;

                  (ix) RULES. Promulgate rules and decisions to be uniformly and
         consistently applied under similar circumstances;

                  (x) BONDING. Assure that all fiduciaries are bonded as
         required by ERISA; and

                  (xi) RECOVER. Recover Plan benefits improperly paid, through
         offset and reduction of subsequent benefit payments or otherwise.

                  (xii) SELECT INVESTMENT OPTIONS. Select, remove, and modify
         the investment funds or other alternatives available to participants
         from time to time under the Plan.


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