AMENDMENT TO CHANGE IN CONTROL AGREEMENT

Change of Control Agreement

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TOOTSIE ROLL INDUSTRIES INC

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Title: AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Date: 3/2/2009
Industry: Food Processing Sector: Consumer/Non-Cyclical

EXHIBIT 10.28

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

This Amendment to the Change in Control Agreement between Tootsie Roll Industries, Inc., a Virginia corporation (the “Company”), and (the “Executive”), dated (the “Agreement”), is entered into on December , 2008.

WHEREAS, changes to the Agreement are required in order for the Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, the following provisions of the Agreement hereby are amended as set forth herein.

PART III Section 1(d)(2) is amended by deleting the words “election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act,” and substituting the following words therefor:

“solicitation by a Person other than the Board or the Gordon Family for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors”.

PART IV Section 1(d)(3) is amended by deleting the words “approval by the shareholders of the Company” and substituting the word “consummation” therefore.

PART V Section 1(d)(4) is amended by deleting the words “approval by the shareholders of the Company of (i) a plan of complete liquidation or dissolution of the Company or (ii)” and substituting the words “consummation of” therefor.

PART VI Section 1(d) is amended by adding the following words at the end thereof (immediately following Section 1(d)(4)):

“; provided, however, that no such transaction or event shall constitute a Change in Control unless it is also a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)”.

PART VII Section 1(f) is amended to read in its entirety as follows:

“(f) “Date of Termination” means the date on which the Executive separates from service, within the meaning of Section 409A of the Code.”

PART VIII Section 3(a) is amended by deleting the words “within 30 days following the Date of Termination” from the introductory portion thereof and adding the following words at the end thereof (immediately following Section 3(a)(2)):

“The amounts payable to the Executive pursuant to this Section 3(a) shall be paid within 30 days following the Date of Termination, except as otherwise provided in Section 15.”

PART IX Section 3(a)(1) is amended by deleting the words “compensation previously deferred by the Executive (together with any interest and earnings thereon) and any” immediately preceding the words “accrued vacation pay,” and by deleting the words “in each case” immediately following the words “accrued vacation pay,”.

PART X Section 3(b)(1) is amended to read in its entirety as follows:

ITEM 10. “(b) (1) In addition to the payments to be made pursuant to paragraph (a) of this Section 3, if on the Date of Termination the Executive shall not be fully vested in his accrued benefits under the Pension Plan, the Excess Benefit Plan or the Profit Sharing Plan, the Company shall pay to the Executive (i) a lump sum cash amount equal to his unvested accrued benefits under the Pension Plan and the Profit Sharing Plan as of such date, payable within 30 days after the Date of Termination, and (ii) an amount equal to his unvested accrued benefit under the Excess Benefit Plan, payable at the time and in the form provided under the terms of the Excess Benefit Plan and any applicable payment election thereunder.”

PART XI

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