Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of National Dentex Corporation ("National Dentex") approved amendments (the "Amendments") to the National Dentex Corporation Supplemental Executive Retirement Plan, the National Dentex Corporation Supplemental Laboratory Executive Retirement Plan and the National Dentex Corporation Supplemental Executive Retirement Plan VI (the "Plans"). The Amendments were adopted by the required consent of the Plans' participants effective December 31, 2008. The purpose of the Amendments was to conform certain defined terms, including "disability", and the timing of certain payments, including for "specified employees", to the final rules under
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code), as well as making certain other clarifications under the Plans. Section 409A of the Code covers a wide range of nonqualified deferred compensation plans and arrangements and imposes a number of restrictions on such plans and arrangements for participants which are necessary to avoid premature taxation and additional tax penalties, which could be imposed upon service providers. No other material amendments were made to the Plans.
Participants in the Plans include the following executive officers of National Dentex: David L. Brown, Richard F. Becker, Jr., and Wayne M. Coll. The Plans and the Amendments are attached hereto as Exhibits 10.1 through 10.6, respectively, and are incorporated herein by reference. Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 National Dentex Corporation Supplemental Executive Retirement Plan, dated April 4, 1995. (Incorporated by reference to the Company's Current Report on Form 8-K dated December 8, 2006)

10.2 Amendment No. 3 to National Dentex Corporation Supplemental Executive Retirement Plan, dated December 31, 2008*

10.3 National Dentex Corporation Supplemental Laboratory Executive Retirement Plan, dated January 1, 1996. (Incorporated by reference to the Company's Current Report on Form 8-K dated December 8, 2006)

10.4 Amendment No. 2 to National Dentex Corporation Supplemental Laboratory Executive Retirement Plan, dated December 31, 2008*

10.5 National Dentex Corporation Supplemental Executive Retirement Plan VI, dated August 11, 2006. (Incorporated by reference from the Current Report on Form 8-K dated August 11, 2006)

10.6 Amendment No. 1 to National Dentex Corporation Supplemental Executive Retirement Plan VI dated December 31, 2008*

* Filed herewith.

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