UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.       )

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Check the appropriate box:

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o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

o Confidential, for Use of the Commission Only (as permitted by

    Rule 14a-6(e)(2))

A. T. Cross Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 26, 2007

TO THE SHAREHOLDERS OF A.T. CROSS COMPANY:

      Notice is hereby given that the annual meeting of shareholders of A.T. Cross Company (the “Company”) will be held on Thursday, April 26, 2007 at 10:00 a.m. at the offices of the Company, One Albion Road, Lincoln, Rhode Island 02865, for the following purposes:

      1.  Fixing the number of directors at nine, of which three shall be Class A directors and six shall be Class B directors (by holders of Class A and Class B common stock voting together as a single class).

      2.  Electing three Class A directors (by holders of Class A common stock only) and six Class B directors (by holders of Class B common stock only) to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified.

      3.  Transacting such other and further business as may properly come before said meeting upon which the holders of Class A common stock or Class B common stock, respectively, are entitled to vote.

      The stock transfer books will not be closed. The close of business on February 28, 2007 has been fixed as the record date for determining shareholders entitled to vote at the annual meeting or any adjournments or postponements thereof, and only holders of record of Class A common stock or Class B common stock as of that time are entitled to receive notice of and to vote at said meeting or any adjournments or postponements thereof.

By order of the Board of Directors

Tina C. Benik

Vice President, Legal and Human Resources

Corporate Secretary

March 26, 2007

PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, THE PROXY WILL NOT BE USED.

ONE ALBION ROAD

LINCOLN, RHODE ISLAND 02865

PROXY STATEMENT

FOR ANNUAL SHAREHOLDERS’ MEETING

APRIL 26, 2007

      This statement is furnished in connection with the accompanying proxy which is solicited by the Board of Directors of A.T. Cross Company (the “Company”) from holders of Class A common stock of the Company for use at the annual meeting to be held April 26, 2007 at 10:00 a.m. at the offices of the Company, One Albion Road, Lincoln, Rhode Island 02865. Any shareholder giving a proxy may revoke the same prior to its exercise by filing a later proxy with the Company, by attending the meeting and voting in person, or by giving notice in writing or in person to the Corporate Secretary. If not revoked, the persons named in the accompanying proxy will vote such proxy in the manner specified therein and, in the discretion of the persons named, for or against any matter upon which holders of Class A common stock are entitled to vote which properly comes before the meeting and which has been omitted from the proxy and proxy statement. The cost of solicitation of proxies, including the cost of reimbursing brokerage houses and other custodians, nominees or fiduciaries for forwarding proxies and proxy statements to their principals, will be borne by the Company. Solicitation may be made in person or by telephone or telegraph by officers or regular employees of the Company, who will not receive additional compensation. In addition, the Company has retained Georgeson Shareholder Communications Inc., New York, N.Y., to aid in the solicitation of proxies. The charges of such firm, estimated at $6,000, plus expenses, will be paid by the Company. This proxy statement and the enclosed form of proxy are expected to be sent to shareholders on or about March 26, 2007.

      A copy of the Company’s annual report for the year 2006 containing financial statements for the year ended December 30, 2006 is also enclosed, but is not to be considered a part of the proxy soliciting material.

      As of February 28, 2007 the Company had outstanding 13,447,304 shares of Class A common stock and 1,804,800 shares of Class B common stock. Only shareholders of record at the close of business on that date are entitled to vote at the annual meeting. Shareholders shall be entitled to one vote for each share held on the foregoing record date with respect to matters on which shares of that class are eligible to vote.

SHAREHOLDERS’ PROPOSALS

       Any proposal of a shareholder intended to be presented at the next annual meeting of the Company, scheduled to be held April 24, 2008, must be received by the Company’s Corporate Secretary not later than November 29, 2007 for inclusion in the proxy statement and form of proxy relating to that meeting. Any shareholder proposal intended to be presented at the next annual meeting of the Company without being included in the proxy statement and form of proxy relating to such meeting must be received by the Company’s Corporate Secretary not later than February 12, 2008.

VOTING RIGHTS

       Holders of Class A common stock have the right to elect one-third of the number of directors from time to time fixed by the holders of Class A and Class B common stock voting together as a single class; provided, however, that if the total number of directors is not evenly divisible by three, then the holders of Class A common stock have the right to elect that number of directors which is the nearest whole number when the total number of directors is divided by three. Holders of Class B common stock have the right to elect the remaining directors. It is proposed that the number of directors for the ensuing year be fixed at nine (see “Election of Directors” on page 4), and if this proposal is adopted, holders of Class A common stock will have the right to elect three directors.

      In addition, holders of Class A and Class B common stock vote together as a single class:

     a)  For the reservation in the future of shares to be issued pursuant to options

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granted or to be granted to directors, officers or employees; and

     b)  With respect to the acquisition of assets or shares of any other company if:

(1)	An officer, director or holder of ten percent or more of either Class A or Class B common stock has an interest in the transaction;
(2)	The transaction would, in the reasonable judgment of the Board of Directors, presently or potentially increase by nineteen and one-half percent or more the aggregate of the Class A or Class B common stock outstanding immediately prior to such transaction; or
(3)	The transaction would involve the issuance of any Class A or Class B common stock and in the reasonable judgment of the Board of Directors the value of the consideration furnished by the Company is nineteen and one-half percent or more of the aggregate market value of all Class A and Class B common stock outstanding immediately prior to such transaction.

           If the consummation of any transaction described above would, with respect to either the Class A common stock or the Class B common stock, result in a change in the designations, preferences, limitations or relative rights of the shares of such class or have certain other effects as specified in the Company’s articles, the holders of Class A and Class B common stock vote as separate classes on such transaction.

           Except as stated above or otherwise required by law or applicable stock exchange listing standards, all voting power is vested in the holders of Class B common stock so long as any shares of Class B common stock are outstanding.

VOTING PROCEDURES

       The numbers of Class A and Class B directors will be fixed by vote of the holders of a majority of the Class A and Class B shares present at the annual meeting in person or represented by proxy, voting as a single class. The Class A directors will be elected in each case by vote of the holders of a majority of the Class A shares present or represented at the meeting, and the Class B directors will be similarly elected by the holders of a majority of the Class B shares.

      Shares represented by proxies which are marked “abstain” with respect to fixing the number of directors or “withheld” with respect to the election of any particular nominee for director, will be counted as shares present and entitled to vote, and accordingly any such marking of a proxy will have the same effect as a vote against the proposal to which it relates. The Board of Directors does not know of any matters which will be brought before the meeting other than those specifically set forth in the accompanying Notice of Annual Meeting. If any other matters are presented to the meeting, the persons named in the enclosed proxy have discretionary authority to vote and will vote all proxies with respect to such matters in accordance with their judgment.

      Under the rules of the American Stock Exchange, on which the Class A shares are listed, brokers who hold Class A shares in street name have the authority to vote such shares on certain items, including fixing the number of and electing directors, unless they have received instructions from the beneficial owners to the contrary, in which case the shares are to be voted or the votes relating thereto withheld, as directed by the beneficial owners. Such rules also provide that brokers may not vote shares held in street name on certain other matters without specific instructions from their customers. Shares subject to such “broker non-votes” will not be treated as shares entitled to vote on the matters to which they relate and will have no effect on the outcome of the voting on such matters.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of February 28, 2007 (except as otherwise noted) certain information concerning the ownership of shares of Class A or Class B common stock of the Company by (i) each person or group known by the Company to beneficially own more than 5% of the outstanding Class A or Class B common stock, (ii) each director and nominee for director, (iii) each executive officer named in the Summary Compensation Table on page 13, and (iv) all directors and executive officers as a group. Except as otherwise indicated, each person named has sole investment and voting power with respect to the securities shown.

	Number of Shares						Percent of Class
Name	Class A			Class B(1)			Class A			Class B
Russell A. Boss(2)		1,727,874	(3)(4)(5)(6)		1,804,800	(4)(5)		12.8	%		100	%
Marjorie B. Boss(7)		850,931	(3)(5)		902,400	(5)		6.3	%		50	%
Paul A. Silver(8)		831,000	(5)		902,400	(5)		6.2	%		50	%
Edward P. Pieroni(9)		726,000	(4)		902,400	(4)		5.4	%		50	%
John B. Costello(10)		726,000	(4)		902,400	(4)		5.4	%		50	%
Dimensional Fund Advisors LP(11)		855,245			—			6.4	%		—
The Integrity Brands Fund, L.P.(12)		717,773			—			5.3	%		—
Bradford R. Boss(13)		183,494	(6)		—			1.4	%		—
Bernard V. Buonanno, Jr.		27,646	(6)		—			*			—
Edward J. Cooney		4,642			—			*			—
Galal P. Doss(14)		4,250,082	(6)		—			31.6	%		—
Terrence Murray		39,050	(6)(15)		—			*			—
Andrew J. Parsons		22,701	(6)		—			*			—
James C. Tappan		27,146	(6)		—			*			—
David G. Whalen(16)		982,478	(6)(17)		—			6.9	%		—
Kevin F. Mahoney		85,341	(6)(17)		—			*			—
Charles R. MacDonald		70,000	(17)		—			*			—
Charles S. Mellen		115,000	(17)		—			*			—
Stephen A. Perreault		164,419	(17)		—			*			—
All directors and executive officers as a group (17 persons)		7,992,127	(18)		1,804,800			54.3	%		100	%

(1)	The Class B common stock is convertible share for share into Class A common stock at any time at the option of the holder. If all of the Class B shares were converted into Class A shares, Mr. R. Boss, Mrs. M. Boss, Mr. Silver, Mr. Pieroni and Mr. Costello would be the beneficial owners of 23.13%, 12.22%, 12.08%, 11.35% and 11.35%, respectively, of the outstanding Class A common shares.
(2)	Mr. R. Boss’s address is One Albion Road, Lincoln, Rhode Island 02865.
(3)	Excludes shares beneficially owned by spouse.
(4)	Mr. R. Boss, Mr. Costello and Mr. Pieroni are co-trustees of the W. Russell Boss, Jr. Trust A. The co-trustees jointly exercise investment and voting powers with respect to the assets of the trust. The 726,000 shares of Class A common stock and 902,400 shares of Class B common stock held by such trust are included in the amounts above for each of the co-trustees.
(5)	Mr. R. Boss, Mrs. M. Boss (the wife of Mr. R. Boss) and Mr. Silver are co-trustees of the W. Russell Boss, Jr. Trust B. The co-trustees jointly exercise investment and voting powers with respect to the assets of the trust. The 831,000 shares of Class A common stock and 902,400 shares of Class B common stock held by such trust are included in the amounts above for each of the co-trustees.
(6)	Includes the following Class A shares subject to options exercisable within 60 days: Mr. B. Boss — 24,050; Mr. R. Boss — 24,050; Mr. Buonanno — 24,146; Mr. Doss — 12,000; Mr. Murray — 24,050; Mr. Parsons — 12,000; Mr. Tappan — 24,146; Mr. Whalen — 759,351; Mr. Mahoney — 40,000; and Mr. Perreault — 109,499.
(7)	Mrs. M. Boss’s address is One Albion Road, Lincoln, Rhode Island 02865.
(8)	Mr. Silver’s address is 1500 Fleet Center, Providence, Rhode Island 02903.
(9)	Mr. Pieroni’s address is One State Street, Suite 200, Providence, Rhode Island 02908.

(10)	Mr. Costello’s address is c/o Andsagar, Bartlett & Pieroni, L.L.P., One State Street, Suite 200, Providence, Rhode Island 02908.
(11)	Information based on its Schedule 13G filed with the SEC on February 9, 2007, which reported ownership as of December 31, 2006. The address of Dimensional Fund Advisors LP is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.
(12)	Information based on its Schedule 13D filed with the SEC on July 10, 2006, which reported ownership as of June 30, 2006. The address of The Integrity Brands Fund, L.P. is 55 Westbourne Terrace, Brookline, Massachusetts 02446.
(13)	Mr. B. Boss’s address is One Albion Road, Lincoln, Rhode Island 02865.
(14)	Mr. Doss’s address is One Albion Road, Lincoln, Rhode Island 02865.
(15)	Includes 5,000 shares held by Murray and Young Associates LLC.
(16)	Mr. Whalen’s address is One Albion Road, Lincoln, Rhode Island 02865.
(17)	Includes the following restricted Class A shares as to which the holder has sole voting power but no investment power during the restricted period: Mr. Whalen — 150,000; Mr. Mahoney — 40,000; Mr. MacDonald — 50,000; Mr. Mellen — 115,000; Mr. Perreault — 40,000.
(18)	Includes 1,268,808 shares subject to options exercisable within 60 days; 460,000 shares of restricted stock as to which there is sole voting power but no investment power during the restricted period; and 1,557,000 shares held under trusts as to which there is shared voting and investment power.

*  Less than 1%.

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ELECTION OF DIRECTORS

     It is proposed to fix the number of directors at nine, of which three will be designated “Class A Directors” and six will be designated “Class B Directors”. It is also proposed to elect three Class A directors (by holders of Class A common stock only) and six Class B directors (by holders of Class B common stock only) to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified. Proxies will be voted for the nominees set forth below unless authorization to do so is withheld. All nominees are currently directors of the Company. Should any nominee become unavailable for any reason to accept nomination or election as a director, the persons named in the proxy will vote for the election of such other person or persons as management may recommend unless the shareholders vote to reduce the authorized number of directors. The terms of all directors will expire when their successors are duly elected at the annual meeting of shareholders scheduled to be held April 24, 2008. The following tables reflect information as of January 1, 2007.

			Principal Occupation	Director
Nominee	Age		During Past Five Years	Since		Other Directorships(1)
CLASS A DIRECTORS
Galal P. Doss		52	Chairman and Chief Executive Officer, Family Cosmetics, S.A.E. (an Egyptian company listed on the Egyptian Stock Exchange).		2000
Andrew J. Parsons		63	Senior Partner and Director, McKinsey & Company (global strategic management consulting firm) to December 2000; thereafter Member, McKinsey Advisory Council to June 2004; thereafter Director Emeritus, McKinsey & Company; Chairman and Chief Executive Officer, Gulliver Growth Partners LLC, a management advisory firm. (2) (3)		2001	UST Inc.
James C. Tappan		71	President, Tappan Capital Partners (equity investment firm).(2) (3)		1994
CLASS B DIRECTORS
Bradford R. Boss		73	Chairman of the Board and Chief Executive Officer to April 1993; thereafter Chairman of the Board to November 14, 1999; thereafter Chairman Emeritus.(4) (5)		1960
Russell A. Boss		68	President and Chief Operating Officer to April 1993; thereafter President and Chief Executive Officer to November 14, 1999; thereafter Chairman of the Board. (4) (5) (6)		1962
David G. Whalen		49	President and Chief Executive Officer.(4)		1999
Bernard V. Buonanno, Jr.		68	Senior Partner, Edwards Angell Palmer & Dodge, LLP, Providence, RI (attorneys-at-law); Partner, Riparian Partners, Ltd., Providence, RI (investment banking firm).(6) (7) (8)		1986	Old Stone Corporation
Edward J. Cooney		59	Executive Vice President — Sales and Marketing, Amtrol, Inc., a producer and marketer of water storage, treatment, heating, expansion, flow control and related products (1998-2000); thereafter Chief Financial Officer, Speidel, Inc., a worldwide distributor of watchbands and watchband attachments to August 2001; thereafter Vice President and Treasurer, Nortek, Inc., an international designer, manufacturer and marketer of building products.(2) (3)		2004
Terrence Murray		67	Chairman and Chief Executive Officer, FleetBoston Financial Corporation (diversified financial services corporation) to December 31, 2001; thereafter Chairman, FleetBoston Financial Corporation (retired January 1, 2003). (8)		1982	CVS Corporation; ChoicePoint Inc.; Air Products and Chemicals, Inc. (retired May 2006)

See footnotes on page 5.

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(1)	Includes only companies with a class of securities registered pursuant to Section 12 or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1934 and any company registered as an investment company under the Investment Company Act of 1940.
(2)	Member of Nominating and Corporate Governance Committee.
(3)	Member of Audit Committee.
(4)	Member of Executive Committee.
(5)	Bradford R. Boss and Russell A. Boss are brothers.
(6)	Russell A. Boss and Bernard V. Buonanno, Jr. are cousins by marriage.
(7)	Edwards Angell Palmer & Dodge, LLP performed legal services for the Company in 2006 and is expected to perform legal services for the Company in 2007.
(8)	Member of Compensation Committee.

Corporate Governance

      Board of Director and Shareholder Meetings: The Board of Directors met seven times during the fiscal year ended December 30, 2006 (“fiscal year 2006”). All directors other than Mr. Doss attended at least 75% of the Board of Directors meetings and applicable committee meetings in fiscal year 2006. The Company has adopted a policy that requires members of the Board of Directors to make every effort to attend the Company’s Annual Meeting. All members of the Board of Directors attended the Company’s 2006 Annual Meeting.

      Board of Director Independence: The Board of Directors has reviewed the relationship that each current and nominee director has with the Company and with other parties. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of applicable American Stock Exchange rules (“AMEX Rules”) and who the Board of Directors affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, are considered to be independent directors. The Board of Directors has reviewed a number of factors to evaluate the independence of each of its members. These factors include its members’ current and historic relationships with the Company and its competitors, suppliers and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and the relationships between the Company and other companies of which the Board members are directors or executive officers. Specifically, the Board considered that Bernard V. Buonanno and Russell A. Boss are cousins by marriage and that Mr. Buonanno is Senior Partner in a law firm that performs legal work for the Company. After evaluating these factors, the Board of Directors has determined that the following directors are independent directors within the meaning of applicable AMEX Rules: Bernard V. Buonanno, Jr; Edward J. Cooney; Galal P. Doss; Terrence Murray; Andrew J. Parsons; and James C. Tappan.

      Independent members of the Board of Directors are scheduled to meet at least once per year in executive session without management, but will meet as often as is deemed necessary.

      Shareholder Communications: The Company’s shareholders may communicate directly with the members of the Board of Directors or the individual chairmen of standing Board of Directors committees by writing directly to those individuals at the following address: One Albion Road, Lincoln, RI 02865. The Company’s general policy is to forward, and not to intentionally screen, any mail received at the Company’s corporate offices that is sent directly to an individual unless the Company believes the communication may pose a security risk.

      Code of Ethics: The Board of Directors originally adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) in 1996 which has been periodically updated and amended. This Code of Ethics applies to all of the Company’s employees, officers and directors, including its principal financial officers. A link to the Code of Ethics is on the Company’s website at www.cross.com under the Company’s Investor Relations section.

Committees of the Board of Directors

      The Board of Directors has standing Audit, Compensation, Nominating and Corporate Governance, and Executive Committees.

      Audit Committee. The members of the Audit Committee are Edward J. Cooney, who serves as Chairman, James C. Tappan and Andrew Parsons. The Board has determined that the members of the Audit Committee are independent within the meaning of applicable AMEX Rules and Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board of Directors has determined that Edward J. Cooney is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Audit Committee meets on an as needed basis and met six times during fiscal year 2006.

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      The Audit Committee has oversight responsibility for the establishment and maintenance of an effective financial controls environment, for overseeing the procedures for evaluating the system of internal accounting controls and for evaluating audit performance. In addition to the responsibilities listed above, the Audit Committee has responsibilities and authority necessary to comply with Rule 10A-3(b)(2),(3),(4), and (5) under the Exchange Act. These and other aspects of the Audit Committee’s authority are more particularly described in the Audit Committee Charter adopted by the Board of Directors in 2000, as amended. A current copy of the Charter is available on the Company’s website, www.cross.com, in the Investor Relations section. See also the “Report of the Audit Committee” on page 26.

      Compensation Committee. The members of the Compensation Committee are Mr. Murray, who serves as Chairman, and Mr. Buonanno, Jr. The Board has determined that the members of the Compensation Committee are independent within the meaning of applicable AMEX Rules. The Compensation Committee met two times during fiscal year 2006. The Compensation Committee has responsibility for developing, overseeing and implementing the overall compensation policy for the Company including, subject to full Board approval, the implementation of an incentive compensation plan for the Company. The Compensation Committee also makes recommendations to the Board of Directors concerning compensation, including incentive compensation, of the Chief Executive Officer and all other executive officers. The Compensation Committee administers the Company’s equity incentive plan. See “Compensation Discussion and Analysis” beginning on page 8. The Compensation Committee does not currently have a charter but expects to adopt one in 2007 and will post the charter on the Company’s website at that time. The Compensation Committee’s scope of authority is determined by an authorizing resolution previously adopted by the Board of Directors. The Compensation Committee may not delegate its authority for the responsibilities described in this paragraph.

      Executive Committee. The members of the Executive Committee are Russell A. Boss, Bradford R. Boss and David G. Whalen. The Executive Committee meets on an as needed basis and met one time during fiscal year 2006. The Executive Committee has the authority in certain circumstances to act in the stead of the Board between regular Board meetings.

      Nominating and Corporate Governance Committee. The members of the Nominating and Corporate Governance Committee are Mr. Parsons, who serves as Chairman, Mr. Cooney and Mr. Tappan. The Board has determined that the members of the Nominating and Corporate Governance Committee are independent within the meaning of the applicable AMEX rules. The Nominating and Corporate Governance Committee met two times during fiscal year 2006.

      The Nominating and Corporate Governance Committee has adopted a charter which was approved by the Board of Directors in February 2007 (the “NCGC Charter”). The NCGC Charter is available on the Company’s website, www.cross.com, in the Investor Relations section.

      The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending individuals for election or reelection to the Board of Directors, including those recommendations submitted by the Class A and Class B shareholders, and is also responsible for determining, with input from the Board, the desired criteria and attributes for Board members that will best meet the current and future needs of the Company. The Committee is also responsible for overseeing the Chief Executive Officer succession process by evaluating potential successors and selecting the Chief Executive Officer for recommendation to the Board, and for overseeing management succession plans generally.

      It is the policy of the Nominating and Corporate Governance Committee that candidates for director possess the highest personal and professional ethics and integrity, have demonstrated effectiveness and sound business judgement, and possess skills and experience relevant to the business needs and objectives of the Company and to best serve the interests of the Company and its shareholders.

      The Nominating and Corporate Governance Committee’s process for identifying and evaluating nominees is as follows:

      (1) in the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, any change of status and any related party transactions with the Company during the applicable time period; and

      (2) in the case of new director candidates, the Nominating and Corporate Governance Committee conducts such inquiries into the

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backgrounds and qualifications of possible candidates as the Nominating and Corporate Governance Committee deems necessary or appropriate after considering the composition of the Board of Directors and needs of the Company.

      The Nominating and Corporate Governance Committee discusses and considers such candidates’ qualifications, including whether the nominee is independent for purposes of Exchange Act Rule 10A-3(b) and the AMEX Rules, and selects candidates for recommendation to the Board of Directors by majority vote of the committee. In seeking potential nominees, the Nominating and Corporate Governance Committee uses its network of contacts to identify potential candidates, but may also engage, if it deems appropriate, a professional search firm, at the Company’s expense.

      The Nominating and Corporate Governance Committee is authorized to adopt and implement such additional procedures and processes to discharge its responsibilities as it deems appropriate.

      The Nominating and Corporate Governance Committee considers director candidates recommended by shareholders provided the shareholders follow the procedures set forth below. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether the candidate was recommended by a shareholder or otherwise.

      The Nominating and Corporate Governance Committee considers all bona fide candidates for Class A director positions recommended by Class A shareholders holding Class A common stock of the Company. The Nominating and Corporate Governance Committee considers all bona fide candidates for Class B director positions recommended by Class B shareholders holding Class B common stock of the Company. The Nominating and Corporate Governance Committee considers such Class A and Class B candidates using the same screening criteria as are applied to all other potential nominees for election based on the considerations set forth above. Third parties wishing to recommend candidates for consideration by the Nominating and Corporate Governance Committee may do so in writing by providing the recommended candidate’s name, biographical data, qualifications and a statement describing the basis for the recommendation, together with the recommended candidate’s consent to serve if nominated, to the Chairman of the Nominating and Corporate Governance Committee.

      In addition, the Company’s by-laws also permit shareholders entitled to vote in the election of directors for the class of shares that they hold to nominate candidates for election as Class A directors or Class B directors, as the case may be. For nominees for election to the Board of Directors proposed by shareholders under the by-laws to be considered, the following information concerning each nominee must be timely submitted in accordance with the required procedures: (1) the nominee’s name, age, business address, residence address, principal occupation or employment, the class and number of shares of the Company’s capital stock the nominee beneficially owns, the nominee’s qualifications to serve as a director of the Company and any other information relating to the nominee that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder; and (2) as to the shareholder proposing such nominee, that shareholder’s name and address, the class and number of shares of the Company’s capital stock that the shareholder beneficially owns, a description of all arrangements and understandings between the shareholder and the nominee or any other person or persons (including their names) pursuant to which the nomination is made, a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice and any other information relating to the shareholder that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder. The notice must also be accompanied by a written consent of the proposed nominee to being named as a nominee and to serve as a director if elected.

COMPENSATION COMMITTEE

INTERLOCKS AND INSIDER

PARTICIPATION

       As indicated under “Compensation Discussion and Analysis” below, the 2006 compensation of David G. Whalen, a member of the Board of Directors of the Company, was established by the Compensation Committee and submitted to the Board of Directors for approval. The Compensation Committee is comprised of Terrence Murray and Bernard V. Buonanno, Jr. The compensation of the remaining executive officers of the Company was similarly reviewed and approved by the Compensation Committee and submitted to the Board of Directors for approval.

      There are no Compensation Committee interlocks.

7

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

       The Compensation Committee of the Company’s Board of Directors has responsibility for developing, overseeing and implementing the overall compensation philosophy of the Company. It recommends for the approval of the full Board both the incentive compensation plans that apply to all levels of management within the Company and the specific elements of compensation that make up the total compensation of the Company’s Chief Executive Officer and other executive officers.

      In this analysis, the term “named executive officers” refers to the Company’s Chief Executive Officer, Chief Financial Officer, and the other executive officers included in the Summary Compensation Table on page 13.

Compensation Philosophy and Objectives

       In general, the Company’s executive compensation program is designed to attract, motivate, reward and retain high caliber executives to assist the Company in achieving its strategic and operating objectives, and to compensate them at a level that is commensurate with both corporate and individual performance achievements, with the ultimate goal of increasing shareholder value. The Compensation Committee attempts to design a compensation package that is fair to both the executives and shareholders in relation to corporate performance and contributions to shareholder value, that is competitive in relation to companies of similar size and operations, and that is balanced appropriately between cash and equity-based compensation. As part of this compensation package, the Committee includes incentive-based compensation designed to reward the executive for both short and long-term company success. Short term performance is measured each fiscal year, and is typically rewarded through cash incentive payments and bonuses. Long term performance is typically targeted through equity awards granted from time to time which are designed to align the executives’ interests with those of other shareholders of the Company.

Overview of Compensation and Process

       The Compensation Committee oversees the executive compensation program and makes the final recommendations of compensation elements and amounts to the Board of Directors for approval.

      The Compensation Committee makes recommendations relating to compensation levels of executive officers, including the named executive officers, and also makes decisions relating to the elements of compensation generally for Company management, in each case subject to final approval of the Board. In making such recommendations and decisions, the Committee relies on the involvement and recommendations of the Company’s Human Resources Department and, except with respect to his own compensation, the Company’s Chief Executive Officer. The Company’s Human Resources Department formulates a proposal with respect to the Chief Executive Officer’s compensation package that is submitted to the Committee for consideration. This recommendation is based in significant part on third party data as described in the paragraph below. The Chief Executive Officer participates in formulating the compensation proposal for the other members of management team. The Compensation Committee can exercise its discretion to increase or decrease any recommended payments, adjustments or awards to executives not otherwise earned under the annual incentive plan described on page 10.

      The Compensation Committee has not in the past directly engaged a compensation consultant in connection with the structuring of compensation programs or the setting of individual compensation or performance targets. However, the Chief Executive Officer and the Human Resources Department rely on materials and data provided by Towers Perrin, a global human resource and executive compensation consulting firm, in several respects in formulating their recommendations to the Committee. First, the Company regularly participates in Towers Perrin executive compensation surveys, and it uses that survey data in benchmarking the salary component of executive pay in comparison to other companies, as described in more detail on page 9. Second, the Company seeks specific advice from Towers Perrin from time to time regarding the elements of its compensation program. For example, Towers Perrin has been engaged in the past to review and analyze the structure of the Company’s annual incentive plan described on page 10. Towers Perrin is not consulted every year, however, and is not necessarily consulted with respect to every component of the executive management team’s total compensation. The Compensation Committee does not directly retain or obtain guidance from Towers Perrin in this respect, but it has access to Towers

8

Perrin personnel in considering the proposals put forth by management. The Compensation Committee has the authority, to the extent it deems necessary, to retain its own advisors in developing its recommendations.

      The Company does not have a formal policy relating to the allocation of compensation between cash and non-cash elements such as equity awards. In the recent past, the Company has utilized both cash and non-cash awards for variable compensation programs. Since the Company’s adoption of the accounting rules for share-based payments under FASB Statement No. 123(R) for fiscal year 2006, the Company has reduced the use of stock options as a form of incentive compensation. When making incentive compensation awards, the Company will determine the appropriate form of award — cash or equity — depending on the circumstances. The Company does maintain a long term incentive program using grants of equity-based awards from time to time. In early 2006, members of the management team at the level of vice president and above (seven employees at that time, including the named executive officers, but excluding the Chief Executive Officer) were granted restricted stock subject to performance vesting criteria which are described in more detail below. Six of the executives were granted 40,000 shares of restricted stock; one executive was granted 25,000 shares of restricted stock. The performance targets for vesting were set aggressively, and will reward the executives only in the event of superlative corporate performance.

      The Company has no formal stock ownership guidelines for officers or for directors, although directors are required to receive a portion of their annual retainer in the form of equity, as described in the “Director Compensation” discussion on page 25. In addition to the equity awards approved from time to time to the management team, equity grants are also made periodically as a means of attracting highly qualified new executives and more closely aligning their interests with those of the Company’s shareholders.

      While the Company similarly has no written policy relating to the allocation of compensation between short term and long term performance standards, the Compensation Committee attempts to achieve a mix between the two. Short term exceptional performance is rewarded in cash through the annual incentive plan described on page 10 and/or through discretionary bonus awards. Long term incentive objectives are met through the equity grants made from time to time by the Committee, as described on page 10. These grants in the recent past have not been made as part of a regularized or annual program. Rather, the Committee takes a longer term approach to its equity grants, and accordingly may take into account equity-based compensation paid in prior years in deciding whether or not to grant additional equity awards in any current year, while balancing the expense to the Company.

Elements of 2006 Compensation

       There were four primary components of the compensation package of the named executive officers for 2006, mirroring the compensation package offered to other officers of the Company. Those components are:

•  base salary;

•  cash awards under the Company’s annual incentive plan and discretionary bonuses;

•  equity-based awards; and

•  retirement benefits.

      In addition, each executive receives standard health and life insurance benefits. The Company does not currently grant perquisites or other personal benefits.

Base Salary

      The Company provides named executive officers, like its other employees, a base salary in order to compensate them for the services that they provide to the Company over the course of the year. The Company attempts to meet competitive salary norms for a company of its size and to reward exceptional performance and increased levels of responsibility through annual salary increases.

      Salaries of executives upon the executive’s hiring or promotion are determined by reference to the market data provided by the compensation surveys discussed on page 8. Because the companies included in those surveys are typically much larger than the Company, recommended salaries are adjusted from the median to reflect these differences. Recommended salaries are generally in the range of the 25th to 50th percentile of the median of surveyed companies, depending on factors such as the type of position, the strategic importance of the position to the Company, and the survey data available. After the initial salary determination in connection with the hiring or promotion of the executives, salaries are typically evaluated annually and adjusted from their base level from year to year based upon the executives’ performance, level of responsibility and other factors relating to individual performance. Additionally, competitive benchmark data is consulted periodically. Like the other elements of compensation, these adjustments are recommended to the Committee by the Human Resources Department for the salary of the Chief Executive Officer, and by

9

the Chief Executive Officer and the Human Resources Department together for other executives.

Cash Incentive Programs

      At the beginning of each year, following a proposal of the Human Resources Department, the Compensation Committee recommends a performance-based annual incentive plan to the Board of Directors for its approval for that year. This plan is designed to reward a combination of corporate segment success and individual achievement, with a heavier weighting on segment performance. Targeted award levels are set by reference to a percentage of the employee’s base salary. For most employees, awards are measured against a combination of quantitative segment-level performance goals (75%) and a combination of quantitative and qualitative individual performance goals (25%). Senior management, however, including each of the named executive officers except for the Chief Executive Officer, is measured entirely against the segment-level performance goals, subject to discretionary grants by the Committee based upon individual performance. The Chief Executive Officer is measured against overall corporate performance.

      For the 2006 annual incentive plan, the corporate-level goals were evaluated and set based on attaining a certain operating income before taxes (or OIBT) and revenue target. The Company considers operating income before taxes and revenue as the best measures of company achievement and therefore utilizes them as performance metrics for the annual incentive plan.

      The Company views the annual incentive plan targets as aggressive considering historical performance of the Company. For plan participants measured on the writing instrument segment, the 2006 annual operating plan needed to be achieved before funding of segment bonuses would occur under the plan. In order for a target bonus to be paid to participants for 2006, the Company needed to significantly exceed the OIBT target. For the last three years, bonus payments that related to achievement of OIBT or revenue targets have not been made under the annual incentive plan.

      As to employees for whom 25% of the target award was determined by reference to achievement of individual objectives, that portion of the award amount may be adjusted upward (to no more than 1.4 times) or downward (to no less than zero) based upon a determination by the Chief Executive Officer and/or the employee’s manager of whether all, some or none the individual goals were achieved or exceeded.

      The Compensation Committee also has the discretion to award cash bonus payments for the year outside of the annual incentive plan. The decision to grant a discretionary award is based on factors such as performance and achievement of objectives outside of the metrics used in the annual incentive plan that will lead to increased shareholder value, demonstrated leadership ability, brand enhancement, and the like. For 2006, Mr. Whalen’s bonus was granted in recognition of achievement against a predetermined consolidated OIBT target and achievement against several qualitative objectives set for him by the Board. Messrs. Mahoney, Mellen and Perreault received bonuses for 2006 that were 100% discretionary. Approximately ²/3 of the total bonus amount received by Mr. MacDonald in 2006 was based on his achievement of segment-level performance goals, and approximately ¹/3 was discretionary.

Equity-based Awards

      The Company does not make equity awards every year. However, the Compensation Committee considers equity-based performance awards to be an important tool in rewarding and incentivizing executive performance that will have a long term impact on shareholder value.

      Equity-based awards, including restricted stock awards, may be made by the Compensation Committee in its sole discretion, though in practice the Committee recommends such awards to the full Board for approval. At the time an award of restricted stock is made, the Committee establishes a restricted period and prescribes conditions for the lapse of restrictions during the restricted period, including incremental lapse and/or the lapse or termination of restrictions upon the satisfaction or occurrence of conditions in addition to or other than the passage of time. Upon the grant of restricted stock, a stock certificate representing the number of common shares equal to the number of shares of restricted stock granted to an employee is registered in the employee’s name but held in custody by the Company for the employee’s account. The shares are issued based on the fair market value of the common stock on the date of the grant.

      On October 19, 2005, the Board of Directors of Company approved a long term incentive plan under which the named executive officers (other than the Chief Executive Officer) and certain other members of the senior management team each received a restricted stock grant of 40,000 shares (25,000 in the case of one member of senior management) on the first business day of 2006. Restrictions on 25% of the shares will lapse only in the event that operating income targets established and

10

approved by the Board are met for 2007; restrictions on the balance of the shares will lapse only in the event that operating income targets for 2008 are met. The attainment of such targets would evidence a significant improvement in the Company’s financial performance. In the event that less than 100% of the 2007 or 2008 targets are met, but at least 75% of such targets are met, restrictions on a corresponding percent of the shares will lapse.

      The Company did not grant any options to employees in 2006. The Company’s practices for granting options are prescribed in the Company’s Omnibus Incentive Plan, as amended, which is administered by the Compensation Committee. The Omnibus Incentive Plan specifies that the exercise price of incentive stock options shall not be less than the fair market value of the common stock on the date of grant. The Committee follows this practice in setting the exercise price of nonqualified stock options as well. The Committee has on occasion authorized the grant of options to occur in the future, with an exercise price equal to the fair market value as of the date of the grant. The Committee has never granted options with a grant date that preceded the Committee’s authorization of the grant, nor has it granted stock options with an exercise price of less than the fair market value on the date of grant.

Retirement-related Benefits

      401(k) plan. The 401(k) plan is a tax-qualified retirement savings plan pursuant to which all of the Company’s U.S. based employees, including the named executive officers, are able to contribute the lesser of 25% of their annual salary or the limit prescribed by the Internal Revenue Service to the plan on a before-tax basis. The Company matches the participants’ contributions based on the following schedule:

Participant contribution	Company match
1%		1.0%
2%		2.0%
3%		2.5%
4%		3.0%
5%		3.5%
6% or more		4.0%

      In addition to the Company match, all participants qualify for an annual core contribution of 2% of pay.

      For the years 2006 through 2008, certain participants also qualify for transition benefits related to the qualified pension plan freeze described below, as follows:

Age at date of freeze	Additional Contribution
55		1.0	%
56		2.0	%
57		3.0	%
58		3.0	%
59		4.0	%
60		5.0	%
61		6.0	%
62		7.0	%
63 or older		8.0	%

      The vesting schedule for all Company contributions to the 401(k) plan is 20% for each year a participant works 1,000 hours with 100% vesting after five years of working 1,000 hours for each year.

      Pension plans. The Company maintains two defined benefit retirement plans, as further described in the “Pension Benefits” discussion beginning on page 16. The qualified pension plan (the A. T. Cross Company Pension Plan) provides funded, tax-qualified benefits up to the limits on compensation and benefits permitted under the Internal Revenue Code and was designed to provide tax-qualified pension benefits for most employees of the Company, including the named executive officers. Benefits under the qualified pension plan are based on the employee’s earnings up to a compensation limit under the Internal Revenue Code ($220,000 in 2006). In addition, benefits provided under the qualified pension plan may not exceed a benefit limit under the Internal Revenue Code (the limit in 2006 was $175,000 payable as a single life annuity beginning at any age from age 62 through Social Security normal retirement age). The Company amended its A.T. Cross Company Pension Plan in May 2006 to freeze benefit accruals. As a result of the freeze, any accrued benefits which participants have in that plan as of May 20, 2006 are theirs. However, benefits will no longer grow since compensation and years of service after that date will not be included in calculating pension benefits.

      The nonqualified plan (the A.T. Cross Company Unfunded Excess Benefits Plan) provides unfunded, non-qualified benefits in excess of the limits applicable to the A.T. Cross Company Pension Plan and the 401(k) plan.

      Nonqualified deferred compensation plan. The Company offers its executives a deferred compensation plan, whereby the executive can elect to defer a portion of his or her future base salary and/or cash bonus. Any amounts deferred and interest or earnings credited on such amounts are exempt from

11

income taxes during the deferral period. The full amount credited to the executive’s deferred compensation account becomes payable at the earlier of the end of the deferral period elected by the executive or upon the executive’s retirement from the Company. Currently, no executive of the Company participates in the deferred compensation plan.

Post-Termination Compensation

      In order to attract, motivate, and retain executives, the Company believes that certain severance arrangements for the named executive officers are appropriate and necessary. These severance arrangements were determined using benchmark compensation survey data. Currently, the Company relies on several industry surveys to determine appropriate levels of severance.

      In 2005, the Board of Directors approved certain severance arrangements whereby the Chief Executive Officer and the other named executive officers will receive payments in the event that there is a change in control of the Company’s Class B stock (i.e., a sale of more than 50% to unaffiliated parties) and a subsequent termination or constructive termination, or in the event that the executive is terminated without cause, provided the executive signs an acceptable release agreement. The terms of these arrangements are discussed in greater detail on pages 19 to 24.

      The Board also approved certain gross-up payments to the Chief Executive Officer and the other named executive officers under certain circumstances in the event of change in control payments. Internal Revenue Code Section 4999 imposes a non-deductible 20% excise tax on a recipient for any change in control payments that are in excess of three times his or her average annual taxable compensation over the prior five-year period (the “base amount”). In the event that the change in control payments made to a named executive officer exceed three times such base amount (the “safe harbor amount”), the Company will provide a gross-up to the Chief Executive Officer to provide him or her the after tax benefit he or she would have received had the excise tax not been triggered, and will provide a conditional gross-up to the other named executives in the event that the change in control payments exceed the safe harbor amount by more than a specified amount. The conditional gross-up provides that the change in control payments will be capped to fall below the safe harbor amount if the amount by which the change in control payments exceed such safe harbor amount is $50,000 or less. If the change in control payments exceed such safe harbor amount by greater than $50,000, the named executive will receive a gross-up. Any change in control payments that exceed the safe harbor amount (including any gross-up) are not deductible by the Company.

Tax and Accounting Implications

      Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to any of the corporation’s chief executive officer and the four other most highly compensated executive officers as of the end of any fiscal year. However, the statute exempts qualifying performance-based compensation from the deduction limit if certain requirements are met. The Board and the Compensation Committee currently intend to structure performance-based compensation, including equity-based grants and annual bonuses, to executive officers who may be subject to Section 162(m) in a manner that satisfies those requirements. The Board and the Compensation Committee reserve the authority to award non-deductible compensation in other circumstances as they deem appropriate. Because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued under it, no assurance can be given, despite the Company’s efforts, that compensation intended by the Company to satisfy the requirements for deductibility under Section 162(m) does in fact do so.

      Effective January 1, 2006, the Company accounts for equity-based grants, including stock options and restricted stock awards, in accordance with the requirements of FASB Statement 123(R). The effect of those requirements is considered in structuring equity awards and has weighted recent total compensation in favor of cash with a performance-based stock grant component, where expense is recognized by the Company only to the extent that satisfaction of the performance conditions is probable.

COMPENSATION COMMITTEE REPORT

      The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on this review and discussion, the Compensation Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

2006 Compensation Committee

Terrence Murray, Chairman

Bernard V. Buonanno, Jr.

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SUMMARY COMPENSATION TABLE

FISCAL YEAR 2006

      The following table sets forth certain information with respect to the Company’s Chief Executive Officer and the four other most highly compensated executive officers during 2006 (collectively, the “named executive officers”).

																	Change in
																	Pension Value and
Name and															Non-Equity		Nonqualified Deferred
Principal									Stock			Option			Incentive Plan		Compensation		All Other
Position			Year		Salary		Bonus(1)		Awards(2)			Awards(2)			Compensation(3)		Earnings(4)		Compensation(5)		Total
David G. Whalen				2006	$	494,750	$	0	$	181,868	(6)		—		$	150,000	$	10,730	$	36,176	$	873,524
	President and Chief
	Executive Officer
Kevin F. Mahoney				2006		220,847		55,000		—		$	35,292	(7)				357		19,390		330,886
	Vice President,
	Finance and Chief
	Financial Officer
Charles R. MacDonald				2006		210,846		54,728		81,208	(8)		—			110,272		2,934		26,434		486,422
	Vice President, A. T. Cross
		Optical Division
	President, Costa Del Mar Sunglasses, Inc.
Charles S. Mellen				2006		239,423		55,000		83,712	(9)		—					239		18,820		397,194
	Senior Vice President,
	Global Marketing and Sales
Stephen A. Perreault				2006		211,577		48,000		—			—					17,716		27,822		305,115
	Vice President,
	Operations

(1)	Amounts in this column reflect discretionary bonus payments granted by the Committee in recognition of significant improvement in Company results in fiscal year 2006 in comparison to 2005.
(2)	A discussion of the assumptions used in calculating these values may be found in Note I (Omnibus Incentive Plan) to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K.
(3)	Amounts in this column reflect 2006 earnings as a result of achievement of pre-established performance targets under the annual incentive plan described on page 10. Mr. Whalen’s bonus was granted in recognition of achievement beyond the consolidated OIBT target and achievement of other predetermined qualitative and quantitative objectives. Mr. MacDonald’s bonus was granted in recognition of achievement of several predetermined targets including revenue, inventory, key market sales and business unit development.
(4)	Amounts in this column reflect the increase in the actuarial values of defined benefit pension plans during 2006. Actuarial value computations are based on FASB Statement No. 87 assumptions discussed in Note 4 (Employee Benefits Plan) to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K. The Company does not provide above-market rates of return in the Unfunded Excess Benefits Plan relating to the 401(k) plan as described on page 11. Effective May 20, 2006, both the Qualified Pension Plan and the Excess Plan were amended to freeze benefit accruals. Therefore, the named executive officers accrued no pension benefits in 2006.
(5)	Amounts in this column consist of life insurance premium payments made by the Company on behalf of each named executive officer and Company contributions/accruals to the 401(k) plan and/or Unfunded Excess Benefits Plan. The specific components are shown in the table below.

	Life Insurance		401(K)
Name	Premium Payment		Contributions
Mr. Whalen	$	3,491	$	32,685
Mr. Mahoney	$	4,939	$	14,451
Mr. MacDonald	$	4,783	$	21,651
Mr. Mellen	$	2,655	$	16,165
Mr. Perreault	$	6,980	$	20,842

(6)	This amount reflects the expense recognized by Cross for accounting purposes calculated in accordance with FASB Statement of Financial Accounting Standards No. 123 (revised 2004)(“FASB 123R”) with respect to a time-based restricted stock grant to Mr. Whalen. Mr. Whalen received a restricted stock award of 150,000 shares on July 21, 2004 at a fair value of $803,250. The restrictions lapse as to all of the shares on December 31, 2008.
(7)	This amount reflects the expense recognized by the Company for accounting purposes calculated in accordance with FASB 123R with respect to a stock option grant to Mr. Mahoney. Mr. Mahoney received a stock option grant of 60,000 shares on January 1, 2005 at a fair value of $313,500 in connection with his hiring. The options vest in one-third increments on January 1, 2006, January 1, 2007 and January 1, 2008, respectively.
(8)	This amount reflects the expense recognized by Cross for accounting purposes calculated in accordance with FASB 123R with respect to time-based and performance-based restricted stock grants to Mr. MacDonald. Mr. MacDonald received a restricted stock award of 50,000 shares on April 24, 2003 at a fair value of $262,500. The time-based restrictions lapse as follows: 15,000 shares one year from date of hire; 5,000 two years from date of hire; 5,000 three years from date of hire and 5,000 shares four years from date of hire. The performance-based restrictions on the remaining 20,000 shares were to lapse in 5,000 share increments if certain revenue and OIBT targets are achieved in 2003, 2004, 2005 and 2006. 40,000 shares have vested under this grant. Mr. MacDonald also received a performance-based restricted stock award of 40,000 shares on January 3, 2006 at a fair value of $166,000. Twenty-five

13

percent of the stock will vest at the end of fiscal year 2007, and the remaining 75% will vest at the end of fiscal year 2008, if certain performance targets are met.

(9)

This amount reflects the expense recognized by Cross for accounting purposes calculated in accordance with FASB 123R with respect to time-based restricted stock grants to Mr. Mellen. Mr. Mellen received a time-based restricted stock award of 50,000 shares on January 31, 2005 in connection with his hiring at a fair value of $261,250. The restrictions lapse as to all of those shares on December 31, 2008. On October 25, 2006, Mr. Mellen received a time-based grant of 25,000 restricted shares at a fair value of $167,000 in recognition of his promotion to Senior Vice President of Global Marketing and Sales and to serve as a retention vehicle. Restrictions on those 25,000 shares will lapse in one-third increments on October 25, 2007, October 25, 2008 and October 25, 2009, respectively.

GRANTS OF PLAN BASED AWARDS

DURING FISCAL YEAR 2006

      The following table describes awards to the named executive officers during fiscal year 2006 under the Company’s performance-based annual incentive plan and its long term incentive plan. Both plans are described in greater detail on page 10.

													Estimated Future Payouts Under												Grant Date
													Equity Incentive Plan Awards										Exercise		Fair Value
						Estimated Possible Payouts Under																	or Base		of Stock
						Non-Equity Incentive Plan Awards													All Other		All Other		Price of		and Option
	Grant			Approval									Threshhold		Target		Maximum		Stock		Option		Option		Awards
Name	Date			Date(1)		Threshhold		Target		Maximum			#		#		#		Awards		Awards		Awards		$(2)
David G. Whalen		2/14/2006	(3)		2/14/2006		—	$	371,063	$	494,750
Kevin F. Mahoney		1/3/2006	(4)		10/19/2005		—		—		—			7,500		40,000		40,000				—		—	$	166,000
		2/14/2006	(3)		2/14/2006	$	7,730		77,296		162,322
Charles R. MacDonald		1/3/2006	(4)		10/19/2005		—		—		—			7,500		40,000		40,000				—		—		166,000
		2/14/2006	(3)		2/14/2006		3,163		73,796		—	(5)
Charles S. Mellen		1/3/2006	(4)		10/19/2005		—		—		—			7,500		40,000		40,000				—		—		166,000
		2/14/2006	(3)		2/14/2006		8,380		83,798		175,976
		10/25/2006	(6)		10/25/2006		—		—		—			—		—		—		25,000		—		—		167,000
Stephen A. Perreault		1/3/2006	(4)		10/19/2005		—		—		—			7,500		40,000		40,000				—		—		166,000
		2/14/2006	(3)		2/14/2006		8,463		84,631		177,725

(1)	The Committee approves long-term incentive awards on an adhoc basis. For the grant effective 1/3/2006, the Committee specified the effective date to coincide with the calendar-year based performance measurement period. Other awards are generally effective on the date of approval or the next following day.
(2)	Reflects grant date fair value of awards under FASB 123R.
(3)	This grant was made under the annual incentive plan discussed on page 10.
(4)	The January 3, 2006 grant to Mr. Mahoney, Mr. MacDonald, Mr. Mellen and Mr. Perreault is a performance-based restricted stock grant. Twenty-five percent of the equity incentive awards will vest at the end of fiscal year 2007 if certain highly aggressive performance targets are met. The remaining 75% will vest at the end of fiscal year 2008 if certain other highly aggressive performance targets are achieved. Messrs. Mahoney, Mellen and Perreault have the same performance targets. Based on the aggressive nature of the original targets it is improbable that Messrs. Mahoney, Mellen and Perreault will receive these equity awards. It is currently likely that Mr. MacDonald will receive these equity awards.
(5)	Mr. Macdonald’s annual incentive plan formula has no maximum.
(6)	The October 25, 2006 grant to Mr. Mellen was made in recognition of his promotion to Senior Vice President of Global Marketing and Sales and to serve as a retention vehicle. The restrictions on Mr. Mellen’s shares are time-based and will lapse in one-third increments on October 25, 2007, 2008 and 2009, respectively.

14

OUTSTANDING EQUITY AWARDS AT THE END OF FISCAL YEAR 2006

	OPTION AWARDS								STOCK AWARDS
														Equity Incentive			Equity Incentive
	Number of		Number of						Number			Market		Plan Awards:			Plan Awards:
	Securities		Securities						of Shares			Value of		Number of			Market Value
	Underlying		Underlying						of Stock			Shares of		Unearned			of Unearned
	Unexercised		Unexercised		Option		Option		That			Stock That		Shares			Shares
	Options		Options		Exercise		Expiration		Have Not			Have Not		That Have			That Have
Name	Exercisable		Unexercisable		Price		Date		Vested			Vested		Not Vested			Not Vested
David G. Whalen		500,000		0		4.56250		11/15/2009		150,000	(1)	$	1,125,750
		1,600		0		4.75000		11/16/2009
		2,000		0		5.75000		11/23/2009
		1,400		0		5.68750		11/23/2009
		16,600		0		5.87500		11/23/2009
		4,000		0		4.75000		2/25/2010
		770		0		5.44670		3/31/2010
		2,200		0		5.75000		5/22/2010
		562		0		5.57160		6/30/2010
		566		0		5.25830		9/29/2010
		653		0		5.25500		10/2/2010
		4,000		0		4.68750		10/31/2010
		100,000		0		7.62500		7/25/2011
		125,000		0		7.11000		7/24/2012
Kevin F. Mahoney		20,000		40,000		5.22500		1/31/2015							40,000	(2)	$	300,200
Charles R. MacDonald										5,000	(3)	$	37,525		5,000	(3)	$	37,525
															40,000	(2)	$	300,200
Charles S. Mellen										50,000	(4)	$	375,250		40,000	(2)	$	300,200
										25,000	(5)	$	187,625
Stephen A. Perreault		8,000		0		9.68750		9/15/2007							40,000	(2)	$	300,200
		10,499		0		9.96875		12/9/2007
		18,000		0		6.06250		12/8/2008
		30,000		0		5.09375		7/27/2010
		18,000		0		7.62500		7/25/2011
		25,000		0		7.11000		7/24/2012

(1)	Restrictions on all of Mr. Whalen’s 150,000 shares will terminate on December 31, 2008.
(2)	Restrictions on 25% of the equity incentive awards held by Mr. Mahoney, Mr. MacDonald, Mr. Mellen and Mr. Perreault will terminate at the end of fiscal year 2007 if certain performance targets are met. Restrictions on the remaining 75% will terminate at the end of fiscal year 2008 if certain performance targets are met.
(3)	Restrictions on all of Mr. MacDonald’s 10,000 shares will terminate on April 21, 2007.
(4)	Restrictions on all of Mr. Mellen’s 50,000 shares will terminate on December 31, 2008.
(5)	Restrictions on Mr. Mellen’s 25,000 shares will terminate in one-third increments on October 25, 2007, October 25, 2008 and October 25, 2009, respectively.

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OPTION EXERCISES AND STOCK VESTED

DURING FISCAL YEAR 2006

	OPTION AWARDS				STOCK AWARDS
	Number of				Number of
	Shares		Value		Shares		Value
	Acquired on		Realized on		Acquired on		Realized on
Name	Exercise		Exercise		Vesting		Vesting
David G. Whalen		0	$	0		0	$	0
Kevin F. Mahoney		0		0		0		0
Charles R. MacDonald		0		0		10,000		55,750
Charles S. Mellen		0		0		0		0
Stephen A. Perreault		0		0		0		0

PENSION BENEFITS

      In the United States, A.T. Cross Company maintains two defined benefit plans. One is the A.T. Cross Company Pension Plan, which provides funded, tax-qualified benefits up to the limits on compensation and benefits under the Internal Revenue Code (referred to as the “Qualified Pension Plan”). The other is the A.T. Cross Company Unfunded Excess Benefits Plan, which provides unfunded, non-qualified benefits in excess of the limits applicable to the Qualified Pension Plan and the 401(k) plan (referred to as the “Excess Plan” or the “Nonqualified Excess Plan”). The Excess Plan benefits and provisions described here and shown in the Pension Benefits Table on page 18 pertain solely to the excess pension benefits attributable to the Qualified Pension Plan. The Excess Plan benefits attributable to benefits in excess of the limits applicable to the 401(k) plan are shown in the Nonqualified Deferred Compensation Table on page 19.

      The “Present Value of Accumulated Benefits” shown in the Pension Benefits Table is the present value as of December 31, 2006 of the annual pension benefit earned as of December 31, 2006 payable under a plan for the executive’s life beginning on the named executive officer’s normal retirement age. The normal retirement age is defined as age 65 in each of the plans. Certain assumptions were used to determine the present value and to determine the annual pension that is payable beginning at normal retirement age. Those assumptions are described in footnote 1 to the Pension Benefits Table on page 18.

Qualified Pension Plan

General

      The Qualified Pension Plan was designed to provide tax-qualified pension benefits for most employees of the Company. Benefits under the Qualified Pension Plan are funded by an irrevocable tax-exempt trust. An executive’s benefits under the Qualified Pension Plan are payable from the assets held by the tax-exempt trust.

      Benefits provided under the Qualified Pension Plan are based on earnings up to a compensation limit under the Internal Revenue Code (which was $220,000 in 2006). In addition, benefits provided under the Qualified Pension Plan may not exceed a benefit limit under the Internal Revenue Code (which in 2006 was $175,000 payable as a single life annuity beginning at any age from age 62 through Social Security Normal Retirement Age).

Material terms and conditions

      Effective May 20, 2006, both the Qualified Pension Plan and the Excess Plan were amended to freeze benefit accruals.

      The accrued benefit under the Qualified Pension Plan is expressed as an annual single life annuity payable from normal retirement age and is determined under the following formula:

      40% of Average Earnings less the Social Security Credit, prorated for less than 25 years of credited service. In no event is the accrued benefit less than 20% of Average Earnings, prorated for 25 years of credited service.

      The Social Security Credit is equal to the lesser of (i) and (ii), multiplied by (iii):

(i)   the average of the three most recent years of earnings (excluding earnings in excess of the Social Security Wage Base)

(ii)  Social Security covered compensation

(iii)  18.0% for participants born before 1938
16.8% for participants born between 1938 and 1954
15.6% for participants born after 1954

      For purposes of the above formula, “Average Earnings” is the average of the five consecutive years earnings that produce the highest average and “Credited Service” of one year is granted for 1,000

16

or more hours of service during a plan year. No credit is recognized for employment before January 1, 1984. Credited service was frozen as of May 20, 2006.

      If the participant has attained age 62 and 5 years of service, the accrued benefit is reduced by ⁵/9 of 1% for each month by which the early retirement date precedes the normal retirement date.

      If the participant is vested in the Qualified Pension Plan and dies while still employed by the Company, his or her spouse will receive a life annuity equal to 100% of the amount the participant would have received if he or she had elected a 100% Joint & Survivor annuity payment form commencing on his or her earliest retirement date and died the next day. If the participant dies after terminating employment, the benefit is the same as above, except that the spouse’s annuity is reduced to 50% of the amount the participant would have received under the above analysis.

Eligibility of the named executive officers for unreduced pensions before normal retirement age

      None; the pension benefit under the Qualified Pension Plan is reduced if paid before normal retirement age.

Elements of compensation included in applying the payment and benefit formula

      Compensation includes base salary, bonus, overtime, commissions, any deferrals to the Company’s 401(k) plan, and other pre-tax contributions to a Section 125, Section 402(e)(3) or Section 402(h) plan.

Company policy with regard to granting extra years of Credited Service

      Generally, an eligible employee earns one year of Credited Service for each plan year in which he or she completes 1,000 hours of service. Additional years of Credited Service are generally not granted to participants in this plan and no extra years of service have been granted to the named executives. Their respective years of Credited Service are included in the Pension Benefits Table on page 18.

Form of payment

      Lump sum payments are generally only available on de minimis amounts. Based on current benefit levels, the named executives’ benefits are only payable in the form of a monthly annuity. Optional annuity forms with the spouse as beneficiary are available which are approximately equal in value.

Excess Plan

General

      The Excess Plan provides participants with benefits that may not be provided under the Qualified Pension Plan and the 401(k) plan because of the limits on compensation and benefits. The Excess Plan is unfunded and maintained as a book reserve account. No funds are set aside in a trust or otherwise; participants in the Excess Plan are general creditors of the Company with respect to the payment of their Excess Plan benefits.

Material terms and conditions

      The Excess Plan provides a benefit that is equal to the benefit that would be provided under the Qualified Pension Plan and the 401(k) plan if the compensation and benefit limits did not exist, less the benefit actually provided under the Qualified Pension Plan. Due to the benefit freeze under the Qualified Pension Plan, the benefits under this plan as they apply to the Qualified Pension Plan were also frozen effective May 20, 2006.

Eligibility for unreduced pensions before normal retirement age

      None; the pension benefit under the Excess Plan is reduced if paid before normal retirement age.

Elements of compensation included in applying the payment and benefit formula

      Compensation includes the same elements as under the Qualified Pension Plan, but without regard to Internal Revenue Code 401(a)(17) limits on compensation.

Company policy with regard to granting extra years of Credited Service

      The Company’s policy with respect to the Excess Plan is identical to the Company’s policy with respect to the Qualified Pension Plan, as stated above.

Form of payment

      For the named executives, benefits have generally been payable as provided under the Qualified Pension Plan or 401(k) plan, as applicable. Effective January 1, 2007, participants may receive their benefit in the form of a lump sum payment or annuity based upon their election made subject to the requirements of Internal Revenue Code Section 409A.

17

PENSION BENEFITS

FOR FISCAL YEAR 2006

				Present		Payments
		Number of		Value of		During
		Years of		Accumulated		Last
		Credited		Benefits at		Fiscal
Name	Plan Name	Service		12/31/2006(1)		Year
David G. Whalen	Qualified Pension Plan		6	$	69,587	$	0
	Nonqualified Excess Plan		6		192,490		0
Kevin F. Mahoney	Qualified Pension Plan		1		9,892		0
	Nonqualified Excess Plan		1		—		0
Charles R. MacDonald	Qualified Pension Plan		3		46,499		0
	Nonqualified Excess Plan		3		8,558		0
Charles S. Mellen	Qualified Pension Plan		1		8,802		0
	Nonqualified Excess Plan		1		—		0
Stephen A. Perreault	Qualified Pension Plan		10		212,787		0
	Nonqualified Excess Plan		10		46,702		0

(1) Assumptions for Calculation of Present Value of Accumulated Benefit disclosed in Pension Benefits Table:

Measurement Date	12/31/2006
Interest Rate for Present Value	5.90%
Mortality (Pre Benefit Commencement)	None
Mortality (Post Benefit Commencement)	RP-2000 w/ 5 yr projection
Withdrawal and Disability Rates	None
Retirement Rates prior to Age 65	None
Normal Retirement Age	Age 65

18

NONQUALIFIED DEFERRED COMPENSATION

FOR FISCAL YEAR 2006

		Executive		Registrant		Aggregate		Aggregate		Aggregate
		Contributions		Contributions		Earnings in		Distributions		Balance at
		in Last Fiscal		in Last Fiscal		Last Fiscal		in Last Fiscal		Last Fiscal
Name	Plan	Year(1)		Year(2)		Year		Year		Year End
David G. Whalen	Nonqualified Excess Plan	$	0	$	19,486	$	883	$	0	$	20,599
	Deferred Compensation Plan		0		0		0		0		0
Kevin F. Mahoney	Nonqualified Excess Plan		0		1,251		143		0		1,394
	Deferred Compensation Plan		0		0		0		0		0
Charles R. MacDonald	Nonqualified Excess Plan		0		8,451		329		0		8,780
	Deferred Compensation Plan		0		0		0		0		0
Charles S. Mellen	Nonqualified Excess Plan		0		2,965		148		0		3,113
	Deferred Compensation Plan		0		0		0		0		0
Stephen A. Perreault	Nonqualified Excess Plan		0		1,042		148		0		1,990
	Deferred Compensation Plan		0		0		0		0		0

(1)	None of the named executive officers have elected to participate in the Deferred Compensation Plan.
(2)	The amounts in this column are also included in the Summary Compensation Table on page 13, in the All Other Compensation column as a portion of the Company’s 401(k) contribution.

     The Nonqualified Deferred Compensation Table above shows information about two Company programs: the Excess Plan described on pages 17 to 18, and the deferred compensation plan described below. The Excess Plan is designed to allow each executive to receive a Company contribution of match, core contribution (2% of eligible compensation), and for participants age 55 or older for 2006, 2007 and 2008, transitional benefits as a result of the pension plan freeze beyond the contribution limits prescribed by the IRS with regard to 401(k) plans. The Excess Plan is administered in the same manner as the Company’s 401(k) plan, with the same participation and investment elections.

      Executive officers may also defer receipt of all or part of their cash compensation under the Company’s deferred compensation plan. Amounts deferred by executives under this program are credited with interest. The participant may elect that amounts credited to his or her account be allocated between two sub-accounts: the “Interest Income Account” and the “Fixed Income Account”. The rate of interest to be credited to the Interest Income Account is equal to the six-month treasury bill rate in effect at the time interest is credited. The Fixed Income Account will be credited with income, gains, or losses that would have been earned during that period had such account been invested in the Fleet Stable Asset Fund (or such successor fund as offered under the Company’s qualified defined contribution plan). Interest is credited each June 30 and December 31. Participants may elect to receive the funds in a lump sum or in up to 10 annual installments following retirement, but may not make withdrawals during their employment, except in the event of hardship as approved by the Company. All deferral elections and associated distribution schedules are irrevocable. Both plans are unfunded and subject to forfeiture in the event of bankruptcy.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

      As discussed generally on page 12, the named executive officers of the Company qualify for certain benefits in the event of termination of such executive’s employment. The amount of compensation payable to each named executive officer is dependent on the nature of the termination. Payments that may be made in cases of voluntary termination, early retirement, involuntary termination, termination following a change in control and in the event of disability or death of the executive are discussed below. The amounts payable referenced in the discussion assume that such termination was effective as of December 31, 2006, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executives upon their termination. Generally, amounts are reported in the tables below only to the extent that they are more favorable to the named executive officer than what is available to the Company’s other employees and are in addition to accrued benefits or earned compensation noted elsewhere in this proxy statement. The actual amounts to be paid out upon termination or change in control can only be determined at the time of such executive’s separation from the Company.

19

Payments Made Upon Termination

      Regardless of the nature of a named executive officer’s termination, he or she may be entitled to receive benefits accrued and compensation earned during his or her term of employment. Such amounts may include:

•  non-equity incentive compensation earned during the fiscal year in the same manner as other employee participants;

•  vested outstanding equity grants in the same manner as other employee participants;

•  extension of exercise period for vested stock options if executive is age 62 or older in the same manner as other employee participants;

•  vested amounts contributed by the Company under the 401(k) plan in the same manner as other employee participants, the related Excess Plan and the nonqualified deferred compensation program;

•  unused vacation pay in the same manner as other employee participants; and

•  amounts accrued and vested through the Company Qualified Pension Plan in the same manner as other employee participants, and the related Excess Plan.

Payments Made Upon Retirement

      In the event of the retirement of a named executive officer, in addition to the items identified above the retiring executive officer will have the option to continue medical benefits until age 65 at the full premium cost in the same manner as offered to other employee participants.

Payments Made Upon Death or Disability

      In the event of the death or disability of a named executive officer, in addition to the applicable benefits listed under the headings “Payments Made Upon Termination” and “Payments Made Upon Retirement” above, the named executive officer or his or her estate may receive benefits under the Company’s disability plan or payments under the Company’s life insurance plan, as appropriate and in the same manner as other employee participants.

Payments Made Upon Involuntary Termination Without Cause

      In the event of an involuntary termination without cause, in addition to the items identified above under the heading “Payments Made Upon Termination” above, each of the named executive officers other than Mr. Whalen will receive a severance payment equal to 1.0 times the executive’s base salary and target bonus under the annual incentive plan, and Mr. Whalen will receive a severance payment equal to 2.0 times his base salary and target bonus under the annual incentive plan (75% of his base salary).

Payments Made Upon a Change in Control

      The Company has a Change in Control Severance Program (the “Program”). Pursuant to this Program, if an executive’s employment is actually or constructively terminated following a change in control (other than termination by the Company for cause), in addition to the items identified above under the heading “Payments Made Upon Involuntary Termination Without Cause”, the named executives may receive the following payments and benefits:

•  with the exception of Mr. Whalen, each of the named executive officers actually or constructively terminated in the 24 month period following a change in control will receive:

o severance payment equal to 1.5 times the executive’s base salary;

o an amount equal to 1.5 times the executive’s target bonus under the annual incentive plan;

o an amount as described on page 12 under the heading “Post-Termination Compensation” which represents excise tax charged to the named executive officer as a result of any change in control payments; and

o any unvested stock options held by the executive may vest and become exercisable, and any restrictions on stock grants held by the executive may lapse.

•  If actively or constructively terminated following a change in control, Mr. Whalen will receive:

o a severance payment equal to 3.0 times his base salary;

o an amount equal to 3.0 times his target bonus under the annual incentive plan (75% of base salary);

o an amount as described on page 12 under the heading “Post-Termination Compensation” which represents excise tax charged

20

	to Mr. Whalen as a result of any change in control payments; and
o	Any unvested stock options held by Mr. Whalen may vest and become exercisable, and any restrictions on stock grants held by Mr. Whalen may lapse.

      Generally, pursuant to the Program, a change in control is deemed to occur if (a) there is a change in the beneficial ownership of more than fifty percent of the Class B common stock of the Company, or (b) the Company’s stockholders approve a consolidation or merger in which the Company will not be the surviving corporation, or approve the sale of substantially all of the Company’s assets.

      The following tables set forth the estimated value of payments and benefits that the Company’s named executive officers would be entitled to receive assuming certain terminations of employment and/or assuming a change in control of the Company, in each case occurring on December 31, 2006.

Mr. Whalen

				Involuntary
				Termination
		Involuntary		Without Cause
		Termination		or by Executive
		Without Cause (no		for Good Reason
Executive Benefits and Payments Upon Separation		Change in Control)		(Change in Control)		Disability		Death
Compensation:
	Annual Incentive Plan(1)	$	742,126	$	1,113,189	$	371,063	$	371,063
	Stock Options(2)		NA		NA		NA		NA
	Performance-Based Restricted Stock Awards(3)		NA		NA		NA		NA
Benefits & Perquisites:
	Time-Based Restricted Stock Awards(4)		0		1,125,750		0		0
	Health and Welfare Benefits(5)		18,494		27,741		0		0
	Life Insurance Benefits(6)		6,800		10,200
	Cash Severance(7)		1,000,000		1,500,000		0		0
TOTAL		$	1,767,420	$	3,776,880	$	371,063	$	371,063

(1)	See discussion on page 20 regarding payments to Mr. Whalen pursuant to the annual incentive plan under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon a Change in Control.” Additionally, as noted on page 20, in the event of disability or death Mr. Whalen would receive any earned bonus for that year under the annual incentive plan. The dollar amounts shown above assume that Mr. Whalen achieved his target bonus for 2006.
(2)	Mr. Whalen currently has no unvested stock options.
(3)	Mr. Whalen has no outstanding performance-based restricted stock awards.
(4)	Mr. Whalen has an outstanding time-based restricted stock award, as described in footnote 6 to the Summary Compensation Table on page 13. Unless the Board of Directors in its sole discretion determines otherwise, (a) if an employee’s employment with the Company is terminated during the restricted period other than by reason of death, disability or change in control, the employee shall thereupon forfeit all restricted shares, (b) if an employee’s employment with the Company is terminated during the restricted period because of death or disability occurring within the twelve month period immediately preceding the end of a restricted period, the restricted period shall terminate with respect to any restricted shares for which the restrictions would have lapsed in such following twelve month period, and (c) upon a change in control all restricted periods shall end and the restrictions applicable to all outstanding awards of restricted shares shall terminate.
(5)	These amounts represent Company paid premiums toward continued medical and dental coverage for the executive during the severance period.
(6)	These amounts represent Company paid premiums toward continued life insurance coverage during the severance period. As noted on page 20, in the event of disability or death the executive or his or her estate may receive benefits under the Company’s life insurance plan in the same manner as other employee participants.
(7)	See discussion on page 20 regarding severance payments to the Chief Executive Officer under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon a Change in Control.”

21

Mr. Mahoney

					Involuntary
					Termination
		Involuntary			Without Cause
		Termination			or by Executive
		Without Cause (no			for Good Reason
Executive Benefits and Payments Upon Separation		Change in Control)			(Change in Control)			Disability			Death
Compensation:
	Annual Incentive Plan	$	77,296	(1)	$	115,944	(2)	$	77,296	(1)	$	77,296	(1)
	Stock Options(3)		NA			91,200			0			0
	Performance-Based Restricted Stock Awards(4)		NA			300,200			75,050			75,050
Benefits & Perquisites:
	Time-Based Restricted Stock Awards(5)		NA			NA			NA			NA
	Health and Welfare Benefits(6)		3,689			5,534			0			0
	Life Insurance Benefits(7)		5,000			7,500
	Cash Severance(8)		223,000			334,500			0			0
TOTAL		$	308,985		$	854,878		$	152,346		$	152,346

(1)	See discussion on page 20 regarding payments to the named executive officers pursuant to the annual incentive plan under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon Death or Disability.” The dollar amounts shown above assume that the executive achieved his target bonus for 2006.
(2)	In the event of a change in control, the executive would receive an amount equal to 1.5 times his target bonus under the annual incentive plan.
(3)	Mr. Mahoney has unvested stock options as described in footnote 7 to the Summary Compensation Table on page 13. In the event of change in control while any option remains outstanding, unless the Board of Directors determines or the terms of any award agreement provide otherwise, all options shall become immediately exercisable, and shall expire as of the effective date of the change in control.
(4)	Mr. Mahoney has an outstanding performance-based restricted stock award as described in footnote 4 to the Grants of Plan Based Awards Table on page 14. Unless the Board of Directors in its sole discretion determines otherwise, (a) if an employee’s employment with the Company is terminated during the restricted period other than by reason of death, disability or change in control, the employee shall thereupon forfeit all restricted shares, (b) if an employee’s employment with the Company is terminated during the restricted period because of death or disability occurring within the twelve month period immediately preceding the end of a restricted period, the restricted period shall terminate with respect to any restricted shares for which the restrictions would have lapsed in such following twelve month period, and (c) upon a change in control all restricted periods shall end and the restrictions applicable to all outstanding awards of restricted shares shall terminate.
(5)	Mr. Mahoney has no outstanding time-based restricted stock awards.
(6)	These amounts represent Company paid premiums toward continued medical and dental coverage for the executive during the severance period.
(7)	These amounts represent Company paid premiums toward continued life insurance coverage during the severance period. As noted on page 20, in the event of disability or death the executive or his or her estate may receive benefits under the Company’s life insurance plan in the same manner as other employee participants.
(8)	See discussion on page 20 regarding severance payments to the named executive officers under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon a Change in Control.”

22

Mr. MacDonald

					Involuntary
					Termination
		Involuntary			Without Cause
		Termination			or by Executive
		Without Cause (no			for Good Reason
Executive Benefits and Payments Upon Separation		Change in Control)			(Change in Control)			Disability			Death
Compensation:
	Annual Incentive Plan	$	73,796	(1)	$	110,694	(2)	$	73,796	(1)	$	73,796	(1)
	Stock Options(3)		NA			NA			NA			NA
	Performance-Based Restricted Stock Awards(4)		NA			337,725			112,575			112,575
Benefits & Perquisites:
	Time-Based Restricted Stock Awards(4)		NA			37,525			37,525			37,525
	Health and Welfare Benefits(5)		8,389			12,584			0			0
	Life Insurance Benefits(6)		4,840			7,260
	Cash Severance(7)		213,000			319,500			0			0
TOTAL		$	300,025		$	825,288		$	223,896		$	223,896

(1)	See discussion on page 20 regarding payments to the named executive officers pursuant to the annual incentive plan under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon Death or Disability.” The dollar amounts shown above assume that the executive achieved his target bonus for 2006.
(2)	In the event of a change in control, the executive would receive an amount equal to 1.5 times his target bonus under the annual incentive plan.
(3)	Mr. MacDonald has received no stock option awards.
(4)	Mr. MacDonald has outstanding performance- and time-based restricted stock awards as described in footnote 8 to the Summary Compensation Table on page 13. Unless the Board of Directors in its sole discretion determines otherwise, (a) if an employee’s employment with the Company is terminated during the restricted period other than by reason of death, disability or change in control, the employee shall thereupon forfeit all restricted shares, (b) if an employee’s employment with the Company is terminated during the restricted period because of death or disability occurring within the twelve month period immediately preceding the end of a restricted period, the restricted period shall terminate with respect to any restricted shares for which the restrictions would have lapsed in such following twelve month period, and (c) upon a change in control all restricted periods shall end and the restrictions applicable to all outstanding awards of restricted shares shall terminate.
(5)	These amounts represent Company paid premiums toward continued medical and dental coverage for the executive during the severance period.
(6)	These amounts represent Company paid premiums toward continued life insurance coverage during the severance period. As noted on page 20, in the event of disability or death the executive or his or her estate may receive benefits under the Company’s life insurance plan in the same manner as other employee participants.
(7)	See discussion on page 20 regarding severance payments to the named executive officers under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon a Change in Control.”

Mr. Mellen

					Involuntary
					Termination
		Involuntary			Without Cause
		Termination			or by Executive
		Without Cause (no			for Good Reason
Executive Benefits and Payments Upon Separation		Change in Control)			(Change in Control)			Disability			Death
Compensation:
	Annual Incentive Plan	$	83,798	(1)	$	125,697	(2)	$	83,798	(1)	$	83,798	(1)
	Stock Options(3)		NA			NA			NA			NA
	Performance-Based Restricted Stock Awards(4)		NA			300,200			75,050			75,050
Benefits & Perquisites:
	Time-Based Restricted Stock Awards(4)		NA			562,875			62,547			62,547
	Health and Welfare Benefits(5)		8,389			12,584			0			0
	Life Insurance Benefits(6)		2,740			4,110
	Cash Severance(7)		285,000			427,500			0			0
TOTAL		$	379,927		$	1,432,966		$	221,395		$	221,395

See footnotes on page 24.

23

(1)	See discussion on page 20 regarding payments to the named executive officers pursuant to the annual incentive plan under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon Death or Disability.” The dollar amounts shown above assume that the executive achieved his target bonus for 2006.
(2)	In the event of a change in control, the executive would receive an amount equal to 1.5 times his target bonus under the annual incentive plan.
(3)	Mr. Mellen has received no stock option awards
(4)	Mr Mellen has outstanding performance- and time-based restricted stock awards as described in footnote 4 to the Grants of Plan Based Awards Table on page 14 and footnote 9 to the Summary Compensation Table on page 13, respectively. Unless the Board of Directors in its sole discretion determines otherwise, (a) if an employee’s employment with the Company is terminated during the restricted period other than by reason of death, disability or change in control, the employee shall thereupon forfeit all restricted shares, (b) if an employee’s employment with the Company is terminated during the restricted period because of death or disability occurring within the twelve month period immediately preceding the end of a restricted period, the restricted period shall terminate with respect to any restricted shares for which the restrictions would have lapsed in such following twelve month period, and (c) upon a change in control all restricted periods shall end and the restrictions applicable to all outstanding awards of restricted shares shall terminate.
(5)	These amounts represent Company paid premiums toward continued medical and dental coverage for the executive during the severance period.
(6)	These amounts represent Company paid premiums toward continued life insurance coverage during the severance period. As noted on page 20, in the event of disability or death the executive or his or her estate may receive benefits under the Company’s life insurance plan in the same manner as other employee participants.
(7)	See discussion on page 20 regarding severance payments to the named executive officers under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon a Change in Control.”

Mr. Perreault

					Involuntary
					Termination
		Involuntary			Without Cause
		Termination			or by Executive
		Without Cause (no			for Good Reason
Executive Benefits and Payments Upon Separation		Change in Control)			(Change in Control)			Disability			Death
Compensation:
	Annual Incentive Plan	$	84,631	(1)	$	126,946	(2)	$	84,631	(1)	$	84,631	(1)
	Stock Options(3)		NA			NA			NA			NA
	Performance-Based Restricted Stock Awards(4)		NA			300,200			75,050			75,050
Benefits & Perquisites:
	Time-Based Restricted Stock Awards(5)		NA			NA			NA			NA
	Health and Welfare Benefits(6)		8,389			12,584			0			0
	Life Insurance Benefits(7)		7,100			10,650
	Cash Severance(8)		214,000			321,000			0			0
TOTAL		$	314,120		$	771,380		$	159,681		$	159,681

(1)	See discussion on page 20 regarding payments to the named executive officers pursuant to the annual incentive plan under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon Death or Disability.” The dollar amounts shown above assume that the executive achieved his target bonus for 2006.
(2)	In the event of a change in control, the executive would receive an amount equal to 1.5 times his target bonus under the annual incentive plan.
(3)	Mr. Perreault has no unvested stock option awards.
(4)	Mr. Perreault has an outstanding performance-based restricted stock award as described in footnote 4 to the Grants of Plan Based Awards Table on page 14. Unless the Board of Directors in its sole discretion determines otherwise, (a) if an employee’s employment with the Company is terminated during the restricted period other than by reason of death, disability or change in control, the employee shall thereupon forfeit all restricted shares, (b) if an employee’s employment with the Company is terminated during the restricted period because of death or disability occurring within the twelve month period immediately preceding the end of a restricted period, the restricted period shall terminate with respect to any restricted shares for which the restrictions would have lapsed in such following twelve month period, and (c) upon a change in control all restricted periods shall end and the restrictions applicable to all outstanding awards of restricted shares shall terminate.
(5)	Mr. Perreault has no outstanding time-based restricted stock awards.
(6)	These amounts represent Company paid premiums toward continued medical and dental coverage for the executive during the severance period.
(7)	These amounts represent Company paid premiums toward continued life insurance coverage during the severance period. As noted on page 20, in the event of disability or death the executive or his or her estate may receive benefits under the Company’s life insurance plan in the same manner as other employee participants.
(8)	See discussion on page 20 regarding severance payments to the named executive officers under the headings “Payments Made Upon Involuntary Termination Without Cause” and “Payments Made Upon a Change in Control.”

24

DIRECTOR COMPENSATION

       Members of the Company’s Board of Directors who are not employees of the Company were compensated for their services during 2006 at the rate of $25,000 per annum (the “Retainer”), plus $1,000 for each Board meeting attended. During 2006, the Board of Directors held seven meetings. In addition, non-employee members of the Compensation, Nominating and Corporate Governance, and Executive Committees received $800 ($1,000 in the case of the committee chair) for each committee meeting attended. Members of the Audit Committee received $1,500 ($2,500 in the case of the committee chair) for each committee meeting attended. Board and Committee members received $500 for participation in special (i.e., not regularly scheduled) telephonic meetings.

      Sixty percent of the Retainer paid to non-employee directors is paid in Class A common stock of the Company (the “Mandatory Shares”). Non-employee directors may elect to receive the balance of the Retainer and any supplemental Board and committee meeting fees in Class A common stock. The Retainer is paid in quarterly increments on the date of the first Board meeting in each quarter. The number of shares of Class A common stock awarded as Mandatory Shares or as shares which the director has elected to receive in lieu of cash is determined by dividing the dollar amount of the compensation payable by the fair market value of those shares on the payment date. Non-employee directors also have the option of deferring any or all of their compensation. If they elect to defer stock payments, they receive phantom stock units, the cash value of which is calculated and paid to them at the end of the election period they specify. Said election period must be at least three years. All deferred compensation is paid out at the end of the election period or when the individual ceases to serve as a director, whichever occurs first. The director can elect to receive the deferred compensation in a lump sum or in up to ten annual installments.

DIRECTOR SUMMARY COMPENSATION TABLE

FISCAL YEAR 2006

										Change in
										Pension
										Value and
	Fees							Non-Equity		Nonqualified
	Earned or							Incentive		Deferred
	Paid in			Stock		Option		Plan		Compensation		All Other
Name	Cash(1)			Awards		Awards(2)		Compensation		Earnings		Compensation		Total
Bradford R. Boss	$	30,791	(3)	$	0	$	0	$	0	$	0	$	0	$	30,791
Russell A. Boss		30,991	(4)		0		0		0		0		0		30,991
Bernard V. Buonanno		31,600	(5)		0		0		0		0		0		31,600
Edward J. Cooney		43,100	(6)		0		0		0		0		0		43,100
Galal P. Doss		28,989	(7)		0		0		0		0		0		28,989
Terrence Murray		31,500	(8)		0		0		0		0		0		31,500
Andrew J. Parsons		38,991	(9)		0		0		0		0		0		38,991
James C. Tappan		35,800	(10)		0		0		0		0		0		35,800

(1)	This column shows the total fees paid to each director in fiscal year 2006 for Board and committee service, paid in a combination of cash and Class A common stock as described above.
(2)	The aggregate number of option awards outstanding as of December 30, 2006 is as follows: Mr. B. Boss — 24,050; Mr. R. Boss — 24,050; Mr. Buonanno — 24,146; Mr. Cooney — none; Mr. Doss — 12,000; Mr. Murray — 24,050; Mr. Parsons — 12,000; and Mr. Tappan — 24,146.
(3)	Mr. B. Boss’s compensation consisted of cash in the amount of $15,800 and 2,739 shares of Class A common stock of the Company with a fair value of $14,991 on the grant date. Mr. B. Boss did not elect to defer any of his compensation.
(4)	Mr. R. Boss’s compensation consisted of cash in the amount of $16,000 and 2,739 shares of Class A common stock of the Company with a fair value of $14,991 on the grant date. Mr. R. Boss did not elect to defer any of his compensation.
(5)	Mr. Buonanno’s compensation consisted of cash in the amount of $16,600 and 2,739 shares of Class A common stock of the Company with a fair value of $14,991 on the grant date. Mr. Buonanno elected to defer both Mandatory Shares and meeting fees.
(6)	Mr. Cooney’s compensation consisted of cash in the amount of $18,100 and 2,739 shares of Class A common stock of the Company with a fair value of $15,000 on the grant date. Mr. Cooney elected to defer 100% of his Retainer
(7)	Mr. Doss’s compensation consisted of 4,566 shares of Class A common stock of the Company with a fair value of $28,989 on the grant date. Mr. Doss did not elect to defer any of his compensation.
(8)	Mr. Murray’s compensation consisted of cash in the amount of $16,500 and 2,739 shares of Class A common stock of the Company with a fair value of $15,000 on the grant date. Mr. Murray elected to defer his Mandatory Shares.
(9)	Mr. Parsons’s compensation consisted of cash in the amount of $24,000 and 2,739 shares of Class A common stock of the Company with a fair value of $14,991 on the grant date. Mr. Parsons did not elect to defer any of his compensation.

(10)  Mr. Tappan’s compensation consisted of cash in the amount of $20,800 and 2,739 shares of Class A common stock of the Company with a fair value of $15,000 on the grant date. Mr. Tappan elected to defer both Mandatory Shares and meeting fees.

25

APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

       The Audit Committee reappointed Deloitte & Touche LLP to serve as the Company’s independent auditors for 2006. Representatives of Deloitte & Touche LLP will be present at the annual meeting to answer appropriate questions. They will also have the opportunity to make a statement if they desire to do so.

PRINCIPAL ACCOUNTING FIRM FEES

       Aggregate fees billed to the Company for the fiscal years ending December 31, 2005 and December 30, 2006 by the Company’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”):

		2005			2006
Audit Fees		$	614,357	*	$	798,550
Audit Related		$	45,955		$	0
Tax Fees
	Extended Tax Consulting Services in connection with Global EMEA Restructuring	$	0		$	0
	Transfer Pricing Study	$	30,000		$	1,500
	International Tax Consultation	$	74,440		$	166,910
	Multistate Tax Consultation	$	9,850		$	9,660
All Other
	Benefit Plan Compliance	$	20,461		$	0
	Mergers & Acquisitions	$	11,839		$	0
	Technical Consultation	$	22,080		$	0

* Includes $97,000 in fees billed in 2006 but related to the 2005 audit.

      The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the principal accountant’s independence.

      The Audit Committee’s policies and procedures regarding pre-approval of non-audit and non-tax services provided by the Company’s independent accountants require pre-approval of all services, regardless of de minimis exceptions, by the full Audit Committee. The Audit Committee has delegated such pre-approval authority to the Audit Committee Chair. During 2006, all non-audit and non-tax services were pre-approved by the Audit Committee Chair.

REPORT OF THE AUDIT COMMITTEE

       The audit functions of the Audit Committee are focused on three areas:

• the adequacy of the Company’s internal controls and financial reporting process and the quality and integrity of the Company’s financial statements.

• the independence and performance of the Company’s internal auditor and independent auditors.

• the Company’s compliance with legal and regulatory requirements and adherence to business ethics.

      In fiscal 2006, the Audit Committee met with management to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. We discuss these matters with the Company’s independent auditors and with appropriate Company financial personnel and the internal auditor.

      We regularly meet privately with both the independent auditors and the internal auditor, each of whom has unrestricted access to the Committee.

      We also have the sole authority to retain and dismiss the independent auditors and review periodically their performance and independence from management.

      Management has primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s system of internal controls.

      The independent auditors audit the annual financial statements prepared by management, express an opinion as to whether those financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with generally accepted accounting principles and discuss with us any issues they believe should be raised with us.

      This year, we reviewed the Company’s audited financial statements and met with both management and the independent auditors to discuss those financial statements. Management has represented to us that the financial statements were prepared in accordance with accounting principles generally accepted in the United States.

      We have received from and discussed with the independent auditors the written disclosure and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). These items relate to that firm’s independence from the Company. We also discussed with the independent auditors any matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees).

      Based on these reviews and discussions, we recommended to the Board that the Company’s audited financial statements be included in the Com-

26

pany’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006.

2006 Audit Committee

Edward J. Cooney, Chairman

James C. Tappan

Andrew J. Parsons

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

       Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than 10 percent of the Company’s Class A common stock (“Insiders”), to file with the Securities and Exchange Commission and the American Stock Exchange reports of ownership and changes in ownership of such stock. Insiders are required by Securities and Exchange Commission regulations to furnish the Company with copies of all Section 16(a) reports they file. Based solely on a review of the copies of such reports furnished to the Company, the Company believes that during 2006 its Insiders complied with all applicable Section 16(a) filing requirements.

OTHER MATTERS

       As of the date of this proxy statement, the Company knows of no business that will be presented for consideration at the annual meeting other than the items referred to above. However, if other business upon which holders of Class A common stock are entitled to vote shall properly come before the meeting, proxies in the enclosed form returned as instructed will be voted in accordance with the recommendation of the Board of Directors, or in the absence of such a recommendation, in accordance with the judgement of the proxy holder.

IMPORTANT

       NO MATTER HOW SMALL YOUR HOLDINGS, YOU ARE RESPECTFULLY REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED, PREPAID ENVELOPE AT YOUR EARLIEST CONVENIENCE.

Tina C. Benik

Vice President, Legal and

Human Resources

Corporate Secretary

Dated:  March 26, 2007

27

002CS-13448

NNNNNNNNNNNN 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 NNNNNNNNN ADD 6 Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas. Annual Meeting Proxy Card 3 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 A Proposals This Proxy when properly executed will be voted in the manner directed herein by the undersigned. If no direction is made, this proxy will be voted FOR proposals 1 and 2. The Board of Directors recommends a vote FOR the following proposals. + 1. NUMBER OF DIRECTORS: For Against Abstain Fixing the number of Class A directors at three and Class B directors at six. 2. ELECTION OF CLASS A DIRECTORS: For Withhold For Withhold For Withhold 01 — Galal P. Doss 02 — Andrew J. Parsons 03 - James C. Tappan 3. OTHER BUSINESS: In their discretion, the proxies are authorized to vote upon such other business as may properly come before said meeting or any adjournment thereof upon which Class A common shareholders are entitled to vote. B Non-Voting Items Change of Address — Please print new address below. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please date, sign and mail promptly in the enclosed envelope. This proxy will not be used if you attend the meeting in person and so request. Important: Please sign exactly as your name or names appear at left. When signing as attorney, executor, administrator, trustee, guardian, or in any other representative capacity, give full title as such. Corporate shareholders sign with full corporate name by a duly authorized officer. If a partnership, sign in partnership name by authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND NNNNNNN1 U P X 0 1 2 3 7 8 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + <STOCK#> 00OJCC

3 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 Proxy — A.T. Cross Company THIS PROXY IS BEING SOLICITED ON BEHALF OF THE COMPANY’S BOARD OF DIRECTORS The undersigned holder of Class A common stock of A.T. Cross Company does hereby constitute and appoint Bradford R. Boss, Russell A. Boss, and David G. Whalen, or any one of them, as attorneys and proxies of the undersigned, with full power of substitution for, and in the name and stead of, the undersigned to appear and vote all shares of Class A common stock of A.T. Cross Company held of record in the name of the undersigned at the annual meeting of A.T. Cross Company to be held at the offices of the Company, One Albion Road, Lincoln, Rhode Island 02865 on Thursday, April 26, 2007 at 10:00 A.M. and at any and all adjournments thereof as designated. (Continued and to be voted on reverse side.)