HUNT CORP
EXHIBIT (10)(G)(5)
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<TYPE>EX-10.(G)(5)
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXHIBIT (10)(G)(5)
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                                                           Exhibit (10) (g) (5)

                                 AMENDMENT NO. 3
                                     TO THE
                                HUNT CORPORATION
                      SUPPLEMENTAL EXECUTIVE BENEFITS PLAN

               (As Amended and Restated Effective January 1, 1997)


                  WHEREAS, Hunt Corporation (the "Company") maintains the Hunt
Corporation Supplemental Executive Benefits Plan (the "Plan"); and
                  WHEREAS, the Board of Directors has previously authorized the
amendment of the Plan to permit the continued participation of Spencer O'Meara
in the Plan from the date he ceased to be an executive officer of the Company to
the date of his termination of employment; and
                  WHEREAS, the Company agreed in its Separation Agreement with
Spencer O'Meara to amend the Plan by adding Exhibit D thereto to reflect such
continued participation;
                  NOW, THEREFORE, the Plan is hereby amended by adding at the
end thereof Plan Exhibit D in the form attached hereto and incorporated herein.
                  IN WITNESS WHEREOF, Hunt Corporation has caused these presents
to be duly executed this 30th day of September, 2000.

Attest:                               HUNT CORPORATION


/s/                                   By:  /s/
-------------------------------            -------------------------------



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PLAN EXHIBIT D - SPECIAL PROVISIONS FOR SPENCER W. O'MEARA

I. Continued Participation in Plan by O'Meara. In accordance with the terms of
the Separation Agreement (the "Agreement") effective on September 30, 1999,
between the Company and Spencer W. O'Meara, ("O'Meara"), O'Meara shall continue
to participate in the Plan, which provides supplemental retirement benefits
under Article IV of the Plan, death benefits under Article V of the Plan, and
salary deferral benefits (including matching employer contributions) under
Article VI of the Plan, subject to, and in accordance with, the terms of the
Plan, this Plan Exhibit D and Exhibits 1 and 2 hereto.

II.      Calculation and Payment of Benefit under Article IV of the Plan.

         (A) Calculation of Benefit. For purposes of calculating O'Meara's
benefit under Article IV of the Plan, O'Meara shall be credited with Years of
Benefit Service and Applicable Compensation in accordance with the terms of the
Plan as if he were an Executive Officer during his transitional employment,
except that in no event shall Applicable Compensation include the payments
provided for under Section 2(e) and 2(f) of the Agreement. Attached as Exhibit 1
hereto are the benefit amounts payable in the various annuity forms under
Article IV of the Supplemental Executive Benefits Plan ("SERP Benefits for Mr.
Spencer O'Meara"), which represent final calculations except that an estimate of
O'Meara's Compensation for 2000 has been used and the benefit amount will change
to some extent as soon as O'Meara's Compensation for 2000 is finally determined.

         (B) Payment of Benefit. Under the Plan, any Participant (including
O'Meara) who retires after age 52 with at least 20 years of Vesting Service or
after age 55 with at least 15 years of Vesting Service shall be able to commence
receiving payments under Article IV of the Plan at such time provided a timely
election is made in accordance with Plan terms. Such payments shall be
actuarially reduced in accordance with the terms of the Plan.

III.     O'Meara's Life Insurance Benefits and Determination of Base Salary
         under Article V.

         (A) Life Insurance Benefit. Life insurance coverage equal to three
times O'Meara's Base Salary, as determined under III(B) of this Plan Exhibit D
shall continue in effect until the earlier of September 30, 2001, or, the date
O'Meara commences new employment.

         (B) Base Salary. O'Meara's Base Salary for purposes of Article V of the
Plan from October 1, 1999 through the earlier of the first anniversary of the
Transition Date or the date O'Meara commences new employment, shall be at the
rate of $290,000 per year.

IV.      Application of Article VI to O'Meara. O'Meara may continue to make
         Deferral Amounts and be credited with Matching Amounts thereon in
         accordance with Section 6.2 of the Plan until his Transition Date, or
         if earlier, the date his employment terminates in accordance with the
         terms of the Plan.

V.       Election to Take Ownership of Certain Insurance Policies under Article
         VI of Plan. Pursuant to the terms of Article VI of the Plan, O'Meara
         shall be entitled to elect to take ownership of certain life insurance
         policies held by the Trust under the Plan for benefits under Article VI
         of the Plan, in lieu of receiving such benefits under the Plan. Such
         election shall be made in accordance with the terms of Section 6.10 of
         the Plan.

VI.      Use of Cash Value of Separate Insurance Contracts Purchased on
         O'Meara's Life. Under the Plan, the cash value of any separate
         insurance contracts purchased on O'Meara's life shall be used solely
         for the payment of benefits under the Plan to O'Meara (to the extent
         such cash value does not exceed the Company's obligation to O'Meara
         under the Plan). The Company agrees to pay the premiums on such
         contracts as they come due during the period prior to January 1, 2001.
         Upon O'Meara's termination of employment on the Transition Date, a
         separate subfund shall be established within the Trust pursuant to
         Section 7.4 of the Plan for such contracts. Thereafter the terms of the
         Plan shall govern with respect to the continuation of such contracts
         and the payment of premiums therefor. Exhibit 2 hereto sets forth the
         methodology for determining the annual amounts to be paid during
         O'Meara's ten year payout and the order in which the policies on
         O'Meara's life shall be utilized and surrendered in order to provide
         O'Meara's benefit under Article VI of the Plan ("Spencer O'Meara Ten
         Year Payout Scenario").

Note --  The following Exhibits to this Exhibit D to amendment No.3 are not
         being filed herewith but will be furnished to the Commission upon
         request: Exhibit 1 (information concerning Mr. O'Meara's credited
         service, fiscal average earnings, pay history, estimated benefits and
         related information) and Exhibit 2 (methodology for determining annual
         amounts to be paid to Mr. O'Meara during 10-year payout and utilization
         of life insurance policies to provide benefits).

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