EXHIBIT 10C

                               AMENDMENT NO. 3 TO
                    THE EASTERN COMPANY DIRECTORS FEE PROGRAM

         The Eastern Company Directors Fee Program (the "Program") is hereby
amended as follows:

        (1) Effective as of January 5, 2004, Section 1 of the Program is amended
to read as follows:

         1. Purpose. The purpose of this Program is to promote the interests of
The Eastern Company and its shareholders by providing a method whereby the
non-employee directors of the Company may become owners of the Company's common
stock through the payment of all or a portion of their quarterly retainer fees
and meeting fees in shares of Company common stock. The Program will increase
the proprietary interest of the non-employee directors in the Company's business
and in its continued success and progress, and will encourage qualified
individuals to become members of the Board of Directors of the Company.

        (2) Effective as of January 5, 2004, Section 5 of the Program is
amended to read as follows:

         5. Issuance of Shares of Eastern Common Stock.

         (a) Prior to the first scheduled payment of Directors' Fees during a
calendar year, each Non-employee Director may elect to receive all or a portion
of his or her Directors' Fees in shares of Eastern Common Stock rather than in
cash. The election shall specify the percentage of the Directors' Fees to be
paid in shares of Eastern Common Stock, with the remainder of the Directors'
Fees to be paid in cash. Any such election shall be irrevocable with respect to
Directors' Fees payable during the calendar year, and will continue to apply to
Directors' Fees payable during each subsequent calendar year unless a new
election is made prior to the first scheduled payment of Directors' Fees in such
subsequent calendar year.

         (b) On or about the last day of each calendar year quarter, the Company
shall issue shares of Eastern Common Stock to each Non-employee Director who
elected to receive all or a portion of his or her Directors' Fees in shares of
Eastern Common Stock rather than in cash. The number of shares of Eastern Common
Stock to be issued to the Non-employee Director will equal: (i) the percentage
of his or her Directors' Fees which the Non-employee Director elected to be paid
in shares of Eastern Common Stock; multiplied by (ii) the total dollar amount of
the Directors' Fees payable to the Non-employee Director for services performed
on or after the first day of the calendar year quarter (or, if later, the date
of the last previous issuance of shares of Eastern Common Stock under Section
5(c)) and prior to the fifteenth (15th) day of the last month of the calendar
year quarter; divided by (iii) the Fair Market Value of Eastern Common Stock as
of the fifteenth (15th) day of the last month of the calendar year quarter.

         In addition, in the event a Non-employee Director becomes entitled to
Directors' Fees for services performed on or after the fifteenth (15th) day of
the last month of a calendar year quarter and on or prior to the last day of
such calendar year quarter, the number of shares of Eastern Common Stock
issuable to the Non-employee Director as a result of such services shall be
calculated on the basis of the Fair Market Value of Eastern Common Stock as of
the fifteenth (15th) day of the last month of such calendar year quarter, but
such shares shall be issued on or about the last day of the following calendar
year quarter.

         (c) Notwithstanding the provisions of Section 5(b) of the Program, the
Board of Directors (or a committee of two or more non-employee directors of the
Company) may, in its sole discretion, elect to issue shares of Eastern Common
Stock as of the date of any meeting of the Board of Directors (or any committee
meeting of the Board of Directors). In such an event, the Company shall issue to
each Non-employee Director a number of shares of Eastern Common Stock equal to:
(i) the percentage of his or her Directors' Fees which the Non-employee Director
elected to be paid in shares of Eastern Common Stock; multiplied by (ii) the
total dollar amount of the Directors' Fees payable to the Non-employee Director

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for services performed on or after the first day of the calendar year quarter
(or, if later, the date of the last previous issuance of shares of Eastern
Common Stock under Section 5(c)) and on or before the date of such meeting;
divided by (iii) the Fair Market Value of Eastern Common Stock as of the date of
such meeting. For purposes of this Section 5(c), a committee of two or more
non-employee directors shall mean a committee which is appointed by the Board of
Directors and which consists of two or more directors who satisfy the
requirements of Rule 16b-3(b)(3) issued by the Securities and Exchange
Commission (the "SEC"), as such rule may hereafter be amended.

         (d) Fractional shares of Eastern Common Stock shall not be issued to a
Non-employee Director under the Program. In lieu of the issuance of a fractional
share of Eastern Common Stock, such fractional share will be carried over and
will be valued based on the Fair Market Value of Eastern Common Stock as of the
next succeeding date as of which shares of Eastern Common Stock are valued under
the Program. The value of such fractional share, as so determined, will then be
added to the Directors' Fees otherwise payable on the basis of such Fair Market
Value, and will be paid in cash or in shares of Eastern Common Stock in
accordance with the provisions of this Section 5.

         (e) Shares of Eastern Common Stock issued under the Program shall be
fully vested and shall not be subject to any restrictions upon their sale,
assignment, transfer or other disposition (other than any restrictions on
transferability which are imposed by the securities laws of the United States or
any state).

         (f) The Company shall issue to each Non-employee Director a certificate
or certificates representing the shares of Eastern Common Stock issued under the
Program. Upon issuance of such certificate or certificates, the Non-employee
Director shall thereupon be deemed to be a shareholder of the Company with
respect to all of the shares of Eastern Common Stock represented by such
certificate or certificates. The Non-employee Director shall thereafter have,
with respect to such shares of Eastern Common Stock, all of the rights of a
shareholder of the Company (including the right to vote the shares of Eastern
Common Stock and the right to receive any cash or stock dividends on such shares
of Eastern Common Stock).


        (3) All section numbers and cross references thereto are appropriately
amended to effectuate the intention of the foregoing amendments.


         Dated at Naugatuck, Connecticut this 18th day of March, 2004.

ATTEST:                                    THE EASTERN COMPANY



/s/Theresa P. Dews                      By /s/John L. Sullivan III
- ------------------                         -----------------------
Its Assistant Secretary                    Its Vice President, Secretary and
                                           Treasurer



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