Exhibit 10.2
AMENDMENT
TO THE
ENDORSEMENT SPLIT-DOLLAR AGREEMENT
This Amendment to the Endorsement
Split-Dollar Agreement is made and entered into as of this 30th day
of December 2008 by and among CHASE CORPORATION, a
Massachusetts corporation (the “Corporation”) and Sarah
Chase, in her capacity as the trustee of the ELC Irrevocable Life
Insurance Trust, an agreement of trust dated May 27, 1995
(referred to hereunder, together with any additional or successor
trustee serving under said agreement, as the
“Trustee”).
WHEREAS, the Corporation and the
Trust entered into that certain Endorsement Split-Dollar Agreement
dated June 1995 (the “Agreement”) to govern the
respective rights and obligations of the parties in and to certain
life insurance policies described in Schedule A of the Agreement
(the “Policy”);
WHEREAS, the parties have determined
that Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”) is applicable to the
Agreement and that the Agreement may not comply with the
requirements of Section 409A (based on a reasonable applicable
to Section 409A, the regulations and other guidance
thereunder);
WHEREAS, the parties wish to amend
the Agreement to modify certain of their respective rights and
obligations with respect to the Agreement and the Policy to comply
with Section 409A;
WHEREAS, the modifications are made
solely to comply with Section 409A and do not materially
enhance the value of the benefits provided
