Exhibit 99.2
AMENDMENT
TO THE
SUPPLEMENTAL RETIREMENT PLAN
FOR THE CHIEF EXECUTIVE OFFICER OF
THE EASTERN COMPANY
THE EASTERN COMPANY, a Connecticut corporation having its principal office
at 112 Bridge Street, Naugatuck, CT 06770 (hereinafter "Company"), does hereby
amend its supplemental retirement plan for the benefit of its chief executive
officer on the terms and conditions hereinafter set forth:
W I T N E S S E T H:
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WHEREAS, on September 9, 1998 the Company adopted the Supplemental
Retirement Plan for the Chief Executive Officer of The Eastern Company (the
"SERP") for the purpose of providing supplemental retirement benefits to the
chief executive officer of the Company; and
WHEREAS, the Company wishes to amend the SERP to satisfy the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, the Company does hereby amend the SERP as follows,
effective as of the date of adoption of this amendment:
(1) Section 2.17 of the SERP is deleted and the following is
substituted in lieu thereof:
2.17 "Total and Permanent Disability" shall mean a total disability
that makes the Participant eligible to receive disability benefits under Title
II of the Social Security Act.
(2) Section 4.2 of the SERP is deleted and the following is
substituted in lieu thereof:
4.2 Payment of Retirement Benefits. The Company shall commence payment
of the benefit described in Section 4.1 as of the first day of the month
coinciding with or next following the date that is six months after the date of
the Participant's Termination of Employment. Such benefit shall be payable in
monthly installments as a Five Year Certain Annuity if the Participant is not
married at the time of his Termination of Employment or as an Actuarially
Equivalent 100/50 Joint and Survivor Annuity if the Participant is married at
the time of his Termination of Employment.
The amount of the Participant's benefit described in Section 4.1 shall
be determined as if it had commenced on the first day of the month coinciding
with or next following the date of the Participant's Termination of Employment.
The payments to which the Participant would otherwise have been entitled during
the first six months following his Termination of Employment shall then be
accumulated (together with interest at the long term applicable federal rate (as
defined in Section 1274(d) of the Code) for the month preceding the
Participant's Termination of Employment), and shall be paid on the first day of
the month coinciding with or next following the date that is six months after
his Termination of Employment.
(3) Section 5.2 of the SERP is deleted and the following is
substituted in lieu thereof:
5.2 Amount of Disability Benefits. In the event the Participant incurs
a Total and Permanent Disability prior to his Termination of Employment and is
eligible to receive disability benefits under Title II of the Social Security
Act, then he shall be entitled to receive disability retirement benefits under
the Plan. Such benefits shall be equal to the monthly retirement benefit
determined in accordance with Section 4.1 which the Participant would have been
entitled to receive if he had incurred a Termination of Employment immediately
prior to the date of his Total and Permanent Disability. Such benefits shall
commence on the first day of the month following the date on which the Social
Security Administration determines that the Participant has incurred a Total and
Permanent Disability.
(4) Section 7.1(a) of the SERP is deleted and the following is
substituted in lieu thereof:
(a) It is the intention of the Company, the Participant, his surviving
Spouse and Beneficiary, and each other party to the Plan that the arrangements
hereunder be unfunded for tax purposes and for purposes of Title I of ERISA. The
rights of the Participant and his surviving Spouse and Beneficiary shall be
those of a general unsecured creditor of the Company.
(5) Section 7.1(c) of the SERP is deleted.
(6) Section 8.1 of the SERP is deleted and the following is
substituted in lieu thereof:
8.1 Suspension of Benefit Payments. In the event that a Participant
commences receiving benefits hereunder and is subsequently reemployed on a
full-time basis by the Company or any of its affiliates, the payment of benefits
under this Plan shall be suspended during the period of such reemployment and
shall recommence on the date on which he again incurs a Termination of
Employment. The amount of the benefits payable to the Participant shall not be
adjusted following the Participant's subsequent Termination of Employment.
Rather, any benefits that would have been paid to the Participant during the
suspension period shall be forfeited, and shall not thereafter be paid.
(7) All of the other terms and conditions of the Agreement are hereby
confirmed, ratified and approved in all respects.
IN WITNESS WHEREOF, the undersigned has executed this amendment to the
Plan on the day of December 12, 2007.
ATTEST: THE EASTERN COMPANY
/s/Theresa P. Dews By: /s/David C. Robinson
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Theresa P. Dews David C. Robinson
Its Secretary Title: Chairman of the Compensation Committee