Item 1.01 Entry into a Material Definitive Agreement.

As described in Item 5.02 below, the Compensation Committee of the Board of Directors of SL Industries, Inc. (the "Company") approved amendments to certain change-in-control agreements.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the final regulations promulgated thereunder (collectively, "Section 409A") require that nonqualified deferred compensation arrangements subject to Section 409A be in form compliance no later than December 31, 2008. Accordingly, on December 22, 2008, the Compensation Committee of the Company's Board of Directors approved amendments to certain Change-In-Control Agreements (the "Agreements"), including that certain Change-in-Control Agreement dated May 1, 2001, as amended May 1, 2004, between the Company and James C. Taylor, the Chief Executive Officer and President of the Company. The revisions make technical changes to the Agreements intended to comply with the regulations and guidance under Section 409A of the Internal Revenue Code of 1986, as amended. The terms of the amended Agreements are otherwise materially consistent with the pre-amendment Agreements.

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