Edgar Filing: CHICAGO RIVET & MACHINE CO

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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. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

Chicago Rivet & Machine Co.
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(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061
901 FRONTENAC ROAD
NAPERVILLE, ILLINOIS 60566

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 2008

To the Shareholders of
CHICAGO RIVET & MACHINE CO.

Notice is hereby given that the Annual Meeting of Shareholders of CHICAGO
RIVET & MACHINE CO., an Illinois corporation (the "Company"), will be held at
the Company's principal offices, 901 Frontenac Road, Naperville, Illinois, on
Tuesday, May 13, 2008 at 10:00 A.M., Chicago time, for the following purposes:

1. To elect a Board of eight directors, to serve until the next Annual
Meeting of Shareholders and until their successors are elected and shall
qualify; and

2. To consider and act upon such other matters as may properly come
before the meeting.

Shareholders of record at the close of business on March 17, 2008 will be
entitled to notice of and to vote at this Annual Meeting and at any adjournments
or postponements thereof.

A copy of the Annual Report of the Company for the year ended December 31,
2007, which contains financial statements, is enclosed.

You are requested to sign, date and return the accompanying proxy card in
the enclosed envelope, whether or not you expect to attend the meeting in
person.

Your cooperation is respectfully solicited and appreciated.

By order of the Board of Directors

KIMBERLY A. KIRHOFER, Secretary

Naperville, Illinois
March 28, 2008

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, WE REQUEST THAT YOU EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY.

CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061
901 FRONTENAC ROAD
NAPERVILLE, ILLINOIS 60566

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 2008

This Proxy Statement is furnished to the holders of common stock, $1.00 par
value per share ("Common Stock"), of Chicago Rivet & Machine Co., an Illinois
corporation (the "Company"). Proxies are being solicited on behalf of the Board
of Directors of the Company to be used at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on Tuesday, May 13, 2008 at the Company's
principal offices, 901 Frontenac Road, Naperville, Illinois, at 10:00 A.M.,
Chicago time, and at any adjournments or postponements thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders (the
"Notice"). The Company's Annual Report to Shareholders for the year ended
December 31, 2007, including financial statements, this Proxy Statement, the
Notice and the attached form of proxy are first being mailed to shareholders on
or about March 28, 2008.

Each shareholder of record at the close of business on March 17, 2008, the
record date stated in the Notice, is entitled to vote at the meeting and at any
adjournments or postponements thereof. On the record date, there were
outstanding 966,132 shares of Common Stock, each entitled to one vote. No other
shares of the Company of any other class were outstanding.

Any shareholder giving a proxy has the power to revoke it at any time prior
to the exercise thereof by executing and delivering to the Secretary of the
Company at the above address a subsequent proxy or a written notice of
revocation of the proxy, or by attending the Annual Meeting and voting in
person. In the absence of any contrary written direction in the proxy, each
proxy will be voted for the election of the nominees for director named in this
proxy statement and in the proxy, and, in the best judgment of the persons named
in the proxy as representatives, upon any other matters which may properly come
before the Annual Meeting.

Proxies will be solicited by mail and may also be solicited by personal
interview, telephone and facsimile. Solicitation will be made on a part-time
basis by directors and officers of the Company and by other managerial
employees, who will receive no compensation therefor other than their regular
salary. The Company will arrange for brokerage houses, nominees and other
custodians holding Common Stock of record to forward proxy soliciting material
to the beneficial owners of such shares, and will reimburse such record owners
for the reasonable out-of-pocket expenses incurred by them. The cost of the
solicitation of proxies will be borne by the Company.

The Board of Directors of the Company does not intend to bring any matters
before the Annual Meeting except those indicated in the Notice and does not know
of any matter which anyone else may properly present for action at the Annual
Meeting. If any other matters properly come before the Annual Meeting, however,
the persons named in the enclosed proxy, or their duly constituted substitutes
acting at the Annual Meeting, will be authorized to vote or otherwise act
thereon in accordance with their best judgment on such matters.

PRINCIPAL SHAREHOLDERS

The persons listed in the table below are known by the Company to be
beneficial owners of more than five percent of the Company's outstanding Common
Stock.

NUMBER OF SHARES PERCENT
BENEFICIALLY OWNED AS OF
NAME AND ADDRESS OF JANUARY 31, 2008 CLASS(1)
---------------- --------------------- --------

John A. Morrissey and Walter W. Morrissey
One Oakbrook Terrace, Suite 802
Oakbrook Terrace, Illinois 60181............... 174,566(2) 18.1%
Poul Erik Madsen and
Carol Lee Madsen
16108 6th Street East
Redington Beach, Florida 33708................. 89,858(3) 9.3%
Advisory Research Inc.
180 N. Stetson Street, Suite 5500
Chicago, Illinois 60601........................ 69,300(4) 7.2%
Dimensional Fund Advisors LP
1299 Ocean Avenue
Santa Monica, California 90401................. 54,925(5) 5.7%

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(1) The percent of class figures in this table and throughout this proxy
statement are based upon the number of outstanding shares of the Company
as of January 31, 2008 (966,132).

(2) John A. Morrissey and Walter W. Morrissey may be deemed to constitute a
group within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, and each may be deemed therefore to be the
beneficial owner of the shares beneficially owned by the other. As of
January 31, 2008, John A. Morrissey beneficially owned 90,446 shares
(9.4%) with sole voting and investment power. As of January 31, 2008,
Walter W. Morrissey beneficially owned 84,120 shares (8.7%) with sole
voting and investment power. The group consisting of John A. Morrissey
and Walter W. Morrissey may be deemed to be a beneficial owner of a total
of 174,566 shares (18.1%).

(3) Poul Erik Madsen filed a Schedule 13D with the Securities and Exchange
Commission on October 24, 2007 reporting beneficial ownership of 89,858
shares of common stock. Mr. Madsen's

Schedule 13D stated that 49,011 shares are held in Revocable Trust
Agreement of Poul Erik Madsen dated February 14, 2006 and 40,847 are held
in Revocable Trust Agreement of Carol Madsen dated February 14, 2006. Mr.
Madsen's Schedule 13D also stated that the entire voting power and power
to assign, transfer, dispose or otherwise deal with the 89,858 shares of
stock is vested in Mr. Madsen solely.

Based on the list of Non-Objecting Beneficial Owners as of the record
date obtained by the Company, Poul Erik Madsen owns 53,000 shares while
Carol Lee Madsen owns 38,000 shares, as of March 17, 2008.

(4) Advisory Research Inc. ("ARI") filed a Schedule 13G with the Securities
and Exchange Commission on February 13, 2008 in which it reported that it
beneficially owned 69,300 shares of common stock on December 31, 2007.
The Schedule 13G reported that ARI has sole voting and dispositive power
with respect to such shares.

(5) Dimensional Fund Advisors LP ("Dimensional") filed a Schedule 13G with
the Securities and Exchange Commission on February 6, 2008 in which it
reported that it beneficially owned 54,925 shares of common stock as of
December 31, 2007. Dimensional, an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940, stated in its
Schedule 13G that it furnishes investment advice to four investment
companies registered under the Investment Company Act of 1940 and serves
as investment manager to certain other commingled group trusts and
separate accounts (collectively, the "Funds"). Dimensional reported in
its Schedule 13G that, in its role as investment advisor or manager, it
possesses investment and/or voting power over the shares of common stock
that are owned by the Funds, and may be deemed to be the beneficial owner
of such shares. Dimensional further stated that all shares of common
stock reported in its Schedule 13G are owned by the Funds and disclaimed
beneficial ownership of all such shares.

ELECTION OF DIRECTORS

A Board of eight directors is to be elected at the Annual Meeting, to serve
until the next Annual Meeting and until their successors shall have been elected
and shall qualify. The shares represented by proxies received by the Board of
Directors will be voted, in the absence of any contrary direction therein, for
the election of the nominees hereinafter listed and described. The Board of
Directors believes that the persons named will be available, but, if any nominee
is unable or unwilling to serve as director, the proxies will be voted for
another individual to be selected by the Board of Directors.

A majority of the outstanding Common Stock shares of the Company will
constitute a quorum at the Annual Meeting. Election as a director requires a
plurality of the votes cast at the Annual Meeting, so the eight nominees who
receive the largest number of votes cast will be elected as directors. An
affirmative vote of a majority of the shares present in person or by proxy and
entitled to vote at the Annual Meeting is required for approval of any proposal
submitted to shareholders (except for election of directors). Abstentions,
withheld votes and broker non-votes are counted for purposes of determining the
presence or absence of a quorum. Abstentions are counted as votes against a
proposal, whereas broker non-votes are not counted for purposes of determining
whether a proposal has been approved. For any nominee, withheld votes will have
no effect on the election of that nominee.

In the election of directors, voting rights are cumulative, which means
that each shareholder is entitled to as many votes as are equal to the number of
his or her shares multiplied by the number of directors to be elected (eight).
Each shareholder may cast all of such votes for one nominee or may distribute
them among two or more nominees in his or her discretion. In the absence of any
contrary written direction in the proxy, the proxy will confer discretionary
authority on the persons named therein as representatives to cumulate votes
selectively among the nominees in the manner just described.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the Board of
Directors, the Board of Directors' nominees for director and each executive
officer of the Company named in the Summary Compensation Table, including their
ages, principal occupations and beneficial ownership of common shares of the
Company, and information regarding the beneficial ownership of such shares by
all directors and executive officers of the Company as a group:

NUMBER OF SHARES
SERVED AS BENEFICIALLY PERCENT
A DIRECTOR DIRECTOR OWNED AS OF OF
NAME AGE PRINCIPAL OCCUPATION SINCE NOMINEE JANUARY 31, 2008 CLASS
---- --- -------------------- ---------- -------- ---------------- -------

John A. Morrissey..... 72 Chairman of the Board and 1968 X 90,446 9.4%(1)
Chief Executive Officer of
the Company; President and
Director of Algonquin State
Bank, N.A.
Walter W. Morrissey... 65 Attorney at Law 1972 X 84,120 8.7%(2)
William T. Divane, 65 Chairman of the Board and 1999 X 4,000 0.4%(3)
Jr.................. Chief Executive Officer of
Divane Bros. Electric Co.
Michael J. Bourg...... 45 President, Chief Operating 2006 X 200 0.02%(4)
Officer and Treasurer of the
Company
John R. Madden........ 70 Chairman of the Board of 1980 X 200 0.02%(5)
Directors of First National
Bank of LaGrange
Edward L. Chott....... 72 Chairman of the Board and 2000 X -- --(6)
Chief Executive Officer of
The Broaster Co.
Kent H. Cooney........ 57 Chief Financial Officer of 2004 X -- --(7)
Heldon Bay Limited
Partnership
Nirendu Dhar.......... 66 General Manager of H & L Tool 2001 -- --(8)
Company, Inc.
George P. Lynch....... 75 Attorney at Law 2004 X -- --(9)
All directors and
executive officers
as a group.......... 178,966 18.5%

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(1) Mr. John A. Morrissey has been Chairman of the Board of the Company since
1979 and Chief Executive Officer since 1981. He has been President and a
director of Algonquin State Bank, N.A. for more than five years, and is
also a director of First National Bank of LaGrange and is President and a
director of First Algonquin Company (a bank holding company). He is a
brother of Director Walter W. Morrissey. All of the shares listed above
as beneficially owned by Mr. John A. Morrissey are beneficially owned by
him with sole voting and investment power. The foregoing amount does

not include shares directly owned by Walter W. Morrissey in his
individual capacity. See "Principal Shareholders."

(2) Mr. Walter W. Morrissey has been a partner in the law firm of Morrissey &
Robinson for more than five years. Mr. Walter W. Morrissey is a director
of First Algonquin Company and a director of Algonquin State Bank, N.A.
He is a brother of Director John A. Morrissey. All of the shares listed
above as beneficially owned by Mr. Walter W. Morrissey are beneficially
owned by him with sole voting and investment power. The foregoing amount
does not include shares directly owned by John A. Morrissey in his
individual capacity. See "Principal Shareholders."

(3) Mr. Divane has been Chairman of the Board of Directors and Chief
Executive Officer of Divane Bros. Electric Co. (an electrical contractor)
for more than five years. All of the shares listed as beneficially owned
by him are owned with sole voting and investment power.

(4) Mr. Bourg has been President, Chief Operating Officer and Treasurer of
the Company since May 2006. Prior to that, he was Executive Vice
President of the Company from February 2006 until May 2006 and Vice
President, Finance of the Company from November 2005 until February 2006.
Prior to that, he was Controller of the Company for more than five years.
All of the shares listed as held by Mr. Bourg are beneficially owned by
him in joint tenancy with his wife, with shared voting and investment
power.

(5) Mr. Madden has been Chairman of the Board of Directors of First National
Bank of LaGrange for more than five years. In addition, he is Chairman of
the Board of Directors of F.N.B.C. of LaGrange, Inc. (a bank holding
company), Chairman of the Board of Directors of State Bank of Illinois,
Chairman of the Board of Heritage Bank of Schaumburg and Chairman of the
Board of Schaumburg Bancshares, Inc. (a bank holding company). He is a
director of Algonquin State Bank, N.A. All of the shares listed as
beneficially owned by him are owned with sole voting and investment
power.

(6) Mr. Chott has been Chairman of the Board and Chief Executive Officer of
The Broaster Co. (a restaurant equipment manufacturer and food
distributor) for more than five years.

(7) Mr. Cooney has been Chief Financial Officer of Heldon Bay Limited
Partnership (a closely held private investment partnership) for more than
five years. He is also Advisory Board Chairman of Harris Bank, Woodstock,
Woodstock, Illinois.

(8) Mr. Dhar has been employed as General Manager of the Company's
subsidiary, H & L Tool Company, Inc., since 1996. Mr. Dhar was employed
as Plant Manager and Chief Engineer of H & L Tool Company, Inc. prior to
the Company's acquisition of H & L Tool Company, Inc. for more than five
years. On February 18, 2008, Mr. Dhar announced his intention to resign
from the Board of Directors effective May 13, 2008, and to retire from
his position as General Manager of H & L Tool Company, Inc., effective
April 30, 2009.

(9) Mr. Lynch has been an attorney in private practice for more than five
years. He is also a member of the Board of Directors of Algonquin State
Bank, N.A.

ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS AND COMMITTEES

The Board of Directors has determined that Edward L. Chott, Kent H. Cooney,
William T. Divane, Jr., George P. Lynch and John R. Madden are "independent
directors" under the rules of the American Stock Exchange.

The Board of Directors of the Company held a total of four meetings during
2007.

The Board of Directors has appointed an Audit Committee, which presently
consists of Directors Edward L. Chott, Kent H. Cooney, William T. Divane, Jr.,
and John R. Madden, each of whom is an "independent director" under the rules of
the American Stock Exchange applicable to audit committee members. The Audit
Committee is a separately designated committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The
Board of Directors has determined that each member of the Audit Committee is
able to read and understand fundamental financial statements and that Messrs.
Cooney and Madden are each qualified as an "audit committee financial expert,"
as defined by the Securities and Exchange Commission pursuant to the Sarbanes-
Oxley Act of 2002. Member Kent H. Cooney's background as described in footnote 7
on page 6 of this proxy statement, along with his training and experience as a
CPA and former partner with the public accounting firm of McGladrey & Pullen
LLP, provide the basis for this determination. Member John R. Madden's
background as described in footnote 5 on page 6 of this proxy statement, along
with his training and previous experience as a bank examiner for the Federal
Deposit Insurance Corporation provide the basis for this determination. The
Audit Committee met five times during 2007. The duties of the Audit Committee
include selecting the Company's independent auditor, reviewing the arrangements
and scope of the independent auditor's examination, reviewing internal
accounting procedures and controls, and reviewing the independence of the
auditor in regard to the Company and its management. The Board of Directors has
adopted a written charter for the Audit Committee, a copy of which is located on
the Company's website: www.chicagorivet.com.

The Board of Directors has also appointed a Compensation Committee, which
presently consists of Directors Edward L. Chott, William T. Divane, Jr., George
P. Lynch and John R. Madden, each of whom is an "independent director" under the
rules of the American Stock Exchange. The duties of the Compensation Committee
include considering and recommending to the Board of Directors the compensation
and benefits of all officers of the Company, including the General Manager of H
& L Tool Company, Inc. The Committee is solely responsible for developing its
recommendations to the Board but the Committee may, in its discretion, solicit
information from management of the Company. The Committee may create sub-
committees, consisting of a minimum of two members of the Committee and may
delegate authority to those sub-committees. The Compensation Committee met four
times during 2007. The Board of Directors has adopted a written charter for the
Compensation Committee, a copy of which is located on the Company's website:
www.chicagorivet.com.

Director compensation for non-employee directors is determined by the Board
of Directors, and the current director fees have been in effect since 2004.

The Board of Directors has also appointed an Executive Committee, which
presently consists of Directors Michael J. Bourg, John R. Madden, John A.
Morrissey and Walter W. Morrissey. Under the by-laws of the Company and the
resolution of the Board of Directors appointing the Executive Committee, the
Executive Committee has all of the authority of the Board of Directors in the
management of the Company, except as otherwise required by law. The Executive
Committee met eleven times during 2007.

The Board of Directors has also appointed a Nominating Committee, which
presently consists of Directors Edward L. Chott, William T. Divane, Jr., and
John R. Madden, each of whom is an "independent director" under the rules of the
American Stock Exchange. The duties of the Nominating Committee include
identifying individuals qualified to serve as directors of the Company and
recommending to the Board of Directors nominees for the board and members of
board committees. The Nominating Committee met twice in 2007. The Board of
Directors has adopted a written charter for the Nominating Committee, a copy of
which is located on the Company's website: www.chicagorivet.com.

The Nominating Committee will consider director candidates recommended by
shareholders. In considering candidates submitted by shareholders, the
Nominating Committee will take into consideration the needs of the Board and the
qualifications of the candidate. The Nominating Committee may also take into
consideration the number of shares held by the recommending shareholder and the
length of time that such shares have been held. To have a candidate considered
by the Nominating Committee, a shareholder must submit the recommendation in
writing and must include the following information:

- The name of the shareholder and evidence of the person's ownership of
Company stock, including the number of shares owned and the length of
time of ownership; and

- The name of the candidate, the candidate's resume or a listing of his or
her qualifications to be a director of the Company and the person's
consent to be named as a director if selected by the Nominating Committee
and nominated by the Board.

The shareholder recommendation and information described above must be sent
to the Corporate Secretary at P.O. Box 3061, 901 Frontenac Road, Naperville, IL
60566 and must be received by the Corporate Secretary not less than 120 days
prior to the anniversary date of the mailing of the Company's proxy statement in
connection with the previous year's annual meeting of shareholders.

The Nominating Committee believes that the minimum qualifications for
serving as a director of the Company are that a nominee demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board's oversight of the business and affairs of the Company
and have an impeccable record and reputation for honest and ethical conduct in
both his or her professional and personal activities. In addition, the
Nominating Committee examines a candidate's

specific experiences and skills, time availability in light of other
commitments, potential conflicts of interest and independence from management
and the Company. The Nominating Committee also seeks to have the Board represent
a diversity of backgrounds and experience.

The Nominating Committee identifies potential nominees by asking current
directors and executive officers to notify the Committee if they become aware of
persons, meeting the criteria described above, who have had a change in
circumstances that might make them available to serve on the Board, including
business and civic leaders in the communities in which the Company's facilities
are located. The Nominating Committee also, from time to time, may engage firms
that specialize in identifying director candidates. As described above, the
Committee will also consider candidates recommended by shareholders.

Once a person has been identified by the Nominating Committee as a
potential candidate, the Committee may collect and review publicly available
information regarding the person to assess whether the person should be
considered further. If the Nominating Committee determines that the candidate
warrants further consideration, the Chairman or another member of the Committee
contacts the person. Generally, if the person expresses a willingness to be
considered and to serve on the Board, the Nominating Committee requests
information from the candidate, reviews the person's accomplishments and
qualifications and conducts one or more interviews with the candidate. Committee
members may contact one or more references provided by the candidate or may
contact other members of the business community or other persons that may have
greater first-hand knowledge of the candidate's qualifications. The Committee's
evaluation process does not vary based on whether or not a candidate is
recommended by a shareholder.

It is Company policy that each of our directors attend the Annual Meeting.
All of our directors were in attendance at the 2007 Annual Meeting.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

The Board has established a process to receive communications from
shareholders. Shareholders may contact any member (or all members) of the Board
or the non-management directors as a group, any Board committee or any chair of
any such committee by mail. To communicate with the Board of Directors,
correspondence should be addressed to the Board of Directors or any such
individual director or group or committee of directors by either name or title.
All such correspondence should be sent "c/o Corporate Secretary" to P.O. Box
3061, 901 Frontenac Road, Naperville, IL 60566.

With the exception of material that is in the nature of advertising,
promotions of a product or service, or patently offensive material as determined
by the Corporate Secretary, all communications received as set forth in the
preceding paragraph will be forwarded promptly to the addressee. In the case of
communications to the Board or any group or committee of directors, the
Corporate Secretary will make sufficient copies of the contents to send to each
director who is a member of the group or committee to which the envelope is
addressed.

POLICY REGARDING RELATED PERSON TRANSACTIONS

The Audit Committee has adopted a policy regarding related person
transactions. For the purposes of this policy, a "Related Person Transaction" is
a transaction, arrangement, or relationship in which the Company was, is, or
will be a participant and the amount involved exceeds $120,000, and in which any
"Related Person" had, has, or will have a direct or indirect material interest.
A "Related Person" means: (i) any person who is, or at any time since the
beginning of the Company's last fiscal year was, a director or executive officer
of the Company or a nominee to become a director of the Company; (ii) any person
who is known to be the beneficial owner of more than 5% of the Company's common
stock; (iii) any immediate family member of any of the foregoing persons; and
(iv) any firm, corporation, or other entity in which any of the foregoing
persons is employed or is a general partner or principal or in a similar
position or in which such person has a 5% or greater beneficial ownership
interest. Any Related Person Transaction, identified as such prior to
consummation, shall be consummated or amended only if approved in accordance
with the policy.

The Secretary, in concert with the Chief Operating Officer, will assess
whether the proposed transaction is a Related Person Transaction for purposes of
the policy. If it is determined that the proposed transaction is a Related
Person Transaction, the proposed transaction shall be submitted to the Audit
Committee for consideration at the next committee meeting or, in those instances
in which the Secretary, in consultation with the Chief Operating Officer,
determines that it is not practicable or desirable for the Company to wait until
the next Audit Committee meeting, to the chairman of the Audit Committee (who
has been delegated authority to act between committee meetings). The Audit
Committee, or where submitted to the chairman of the Audit Committee, the
chairman, shall consider all of the relevant facts and circumstances available
to the committee or the chairman, including (if applicable) but not limited to:
(i) the benefits to the Company; (ii) the impact on a director's independence in
the event the Related Person is a director, an immediate family member of a
director, or an entity in which a director is a partner, shareholder, or
executive officer; (iii) the availability of other suppliers or customers for
comparable products or services; (iv) the terms of the transaction; and (v) the
terms available to unrelated third parties or to employees generally. The Audit
Committee (or the chairman) shall approve only those Related Person Transactions
that are in, or are not inconsistent with, the best interests of the Company and
its shareholders, as the committee (or the chairman) determines in good faith.

At the Audit Committee's first meeting of each fiscal year, the committee
shall review any previously approved Related Person Transactions that remain
ongoing and have a remaining term or remaining amounts payable to or receivable
from the Company. Based on all relevant facts and circumstances, taking into
consideration the Company's contractual obligations, the committee shall
determine if it is in, or not inconsistent with, the best interests of the
Company and its shareholders to continue, modify, or terminate the Related
Person Transaction. The policy also contains procedures to ratify Related Party
Transaction not previously approved in accordance with the policy.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors, executive officers and persons who own more than 10% of the
Company's Common Stock file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Such persons are also required to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on the Company's review of copies of such forms, the Company is not aware
that any of its directors, executive officers or 10% shareholders failed to
comply with the filing requirements of Section 16(a) during the period
commencing January 1, 2007 and ending December 31, 2007.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

REPORT OF COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION

The Compensation Committee has reviewed and discussed with management the
Company's Compensation Discussion and Analysis contained in this Proxy Statement
and has recommended to the Board of Directors that the Compensation Discussion
and Analysis be included in this proxy statement. This report is submitted on
behalf of the members of the Compensation Committee:

Edward L. Chott
William T. Divane, Jr.
George P. Lynch
John R. Madden

SUMMARY COMPENSATION TABLE

The Summary Compensation Table below includes individual compensation
information regarding compensation paid by the Company with respect to the
fiscal year ended December 31, 2007 to all executive officers of the Company
whose salary and bonus exceed $100,000.

The Company does not provide stock awards, option awards, other long-term
incentive plan awards or defined benefit pension or non-qualified deferred
compensation to its executive officers.

COMPENSATION DISCUSSION AND ANALYSIS

The Company is a leader in the fastener industry manufacturing rivets,
standard and specialty cold-formed fasteners, screw machine products and
automated assembly equipment, primarily for the automotive industry. The
fastener industry is characterized by intense competition for customers, market
share and executive talent. The objective of the Executive Compensation Program
of the Company (the "Program") is to align compensation with business objectives
and performance to enable the Company to attract, retain, and reward key
executives whose contributions are critical to ensuring the long-term success of
the Company and increasing profitability, thereby enhancing shareholder value.
The following principles guided compensation decisions for key executives of the
Company: compensation opportunity is related to performance; compensation
decisions are designed to achieve financial objectives, build shareholder value
and reward individual and corporate performance; compensation is competitive and
equitable; and the proportion of total pay that is at risk against individual
and Company performance objectives increases with the more senior positions.

We believe that these objectives are attainable through a compensation
package that contains two key elements of compensation: base salary and cash
bonuses.

Base salaries for executives are established based upon the executive's
qualifications and experience, scope of responsibilities and past performance.
Base salaries are reviewed and adjusted from time to time after taking into
account corporate and individual performance, as well as market levels for
positions with similar responsibilities. In setting 2007 base salaries, the
Compensation Committee considered, among other things, competitive salary
scales, changes in responsibilities and duties and the contributions of each
officer toward the long-term growth and profitability of the Company.

Cash bonuses are intended to reward individual contributions to the
Company's overall performance during the year and can therefore be highly
variable from year to year. Such bonuses are awarded based upon the subjective
evaluation by the Board of Directors based upon a recommendation of the
Compensation Committee of each executive's contribution towards the Company's
overall success. In determining the amount of bonuses for 2007, the Compensation
Committee considered, among other things, profitability, individual
contributions related to operational improvements and the successful
consolidation of fastener operations.

The Chicago Rivet & Machine Co. Profit Sharing Trust (the "Employees'
Trust") is a part of the Chicago Rivet & Machine Co. Profit Sharing Plan (the
"Plan") established by the Company for the benefit of its employees.
Participants eligible to share in Company contributions include all employees of
the Company who have completed one year of service with the Company, except that
all individuals employed on October 1, 2003 became participants on that date.

The Company makes contributions to the Employees' Trust pursuant to a
formula based on the Company's annual earnings. The Company may also contribute
such other amounts out of current or retained earnings as may be determined by
the Board of Directors. The Company's contributions are allocated among eligible
participants in proportion to their respective compensation, subject to
statutory limitations.

Each participant has a balance in the Employees' Trust consisting of his
share of Company contributions, amounts forfeited by other participants and
investment earnings. Each participant's balance vests over a five-year period,
beginning with the second year of employment. Full vesting also occurs,
regardless of length of employment, when a participating employee reaches normal
retirement age, dies or becomes permanently and totally disabled.

The Plan also contains a 401(k) feature pursuant to which participants may
elect to have a portion (up to 60%) of their compensation (but not to exceed the
maximum permitted by law) contributed to the Employees' Trust in lieu of
receiving it in cash. Each eligible employee, for this purpose, becomes a
participant following completion of two months of employment. These
contributions are always fully vested and nonforfeitable.

Contributions received by the Employees' Trust are held by the Trustee and
invested in accordance with participants' investment directions among certain
investment funds established by the administrative committee and sponsored by
the Trustee.

Distributions of a participant's vested balance are made on termination of
employment, or later, if the participant so requests, subject to certain
limitations. Distributions are made in a lump sum. Participants may request a
loan from the Plan of an amount that does not exceed the lesser of 50% of the
participant's 401(k) account balance or $50,000.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), generally disallows a tax deduction to public companies for
compensation in excess of $1 million paid to the Company's CEO or any of the
four other most highly compensated executive officers. Certain performance-based
compensation, however, is exempt from the deduction limit. Given the amount of
compensation paid the CEO and the four other most highly compensated executive
officers, the limits on deductibility of Section 162(m) of the Code on the
Company's tax return are not applicable to the Company.

SUMMARY COMPENSATION TABLE

ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) TOTAL
--------------------------- ---- -------- -------- --------------- --------

John A. Morrissey............. 2007 $251,748 $ 42,500 -- $294,248
Chairman and Chief Executive 2006 $239,536 $ 42,500 -- $282,036
Officer
Michael J. Bourg.............. 2007 $187,437 $ 32,500 $13,759(2) $233,696
President, Chief Operating 2006 $173,127 $ 32,500 $ 4,836 $210,463
Officer and Treasurer
Nirendu Dhar.................. 2007 $228,564 $100,000 $20,908(3) $349,472
General Manager, H & L Tool 2006 $217,109 $110,000 $20,072(3) $347,181
Company, Inc.

--------

(1) Includes premiums on term life insurance and Company contributions to the
Employees' Trust. Premiums paid for Mr. Bourg's policy were $1,467 and
$1,336, for 2007 and 2006, respectively. Premiums paid for Mr. Dhar's
policy were $251 for both 2007 and 2006. The amounts allocated to Mr.
Bourg under the Employees' Trust were $3,902 and $3,500 for 2007 and
2006, respectively. The amounts allocated to Mr. Dhar under the
Employees' Trust were $3,992 and $4,447 for 2007 and 2006, respectively.

(2) In addition to the items described in footnote (1) above, the amount
shown includes the cost to the Company attributable to personal use of a
Company-provided automobile.

(3) In addition to the items described in footnote (1) above, the amounts
shown include the aggregate cost to the Company attributable to personal
use of a Company-provided automobile and membership in golf and social
clubs.

DIRECTOR COMPENSATION TABLE

The table below summarizes the compensation paid by the Company to non-
employee Directors for the year ended December 31, 2007.

FEES EARNED ALL OTHER
NAME OR PAID IN CASH COMPENSATION TOTAL
---- --------------- ------------ -------

Edward L. Chott...................... $15,750 -- $15,750
Kent H. Cooney....................... $15,750 -- $15,750
William T. Divane, Jr. .............. $15,750 -- $15,750
George P. Lynch...................... $14,000 -- $14,000
John R. Madden....................... $27,650 -- $27,650
Walter W. Morrissey.................. $27,850 -- $27,850

Directors of the Company who are also officers or employees receive no
compensation for their services as directors or as members of any committee of
the Board of Directors, apart from their regular compensation for services as
such officers or employees. Accordingly, John A. Morrissey, the Company's Chief
Executive Officer and Chairman of the Board, Michael J. Bourg, the Company's
President, Chief Operating Officer and Treasurer, and Nirendu Dhar, General
Manager of the Company's subsidiary, H & L Tool Company, Inc. are not included
in this table as they receive no compensation for their services as Directors.
The compensation received by Messrs. Morrissey, Bourg and Dhar is shown in the
Summary Compensation Table on page 14 of this Proxy Statement.

Each director who is not an officer of the Company receives a director's
fee of $9,000 per year and a $1,250 fee for attendance at each meeting of the
Board of Directors. Each member of the Audit Committee receives a $350 fee for
attendance at each meeting of the Audit Committee. Each member of the Executive
Committee who is not an officer of the Company receives an additional fee of
$10,000 per year and a $350 fee for attendance at each meeting of the Executive
Committee. The Company does not provide stock awards, option awards, other long-
term incentive plan awards or defined benefit pension or non-qualified deferred
compensation to its directors.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is composed of Edward L.
Chott, Kent H. Cooney, William T. Divane, Jr., and John R. Madden, each of whom
are "independent directors" as defined by the rules of the American Stock
Exchange applicable to audit committee members. The Audit Committee operates
under a charter approved by the Board of Directors.

Management is responsible for the Company's financial statements and the
financial reporting process and has represented to the Audit Committee that the
Company's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America. The
independent accountants are responsible for performing an independent audit of
the Company's consolidated financial statements in accordance with the standards
of the Public Company Accounting Oversight Board (United States) and for issuing
a report thereon. The Audit Committee is responsible for oversight of these
processes. The Audit Committee has reviewed and discussed the financial
statements with members of management and with the independent accountants. The
Audit Committee, in addition to reviewing with the independent auditors their
opinion on the conformity of the audited financial statements with generally
accepted accounting principles, discussed their judgment as to the quality, not
just the acceptability, of the Company's accounting principles and such other
matters as the standards of the Public Company Accounting Oversight Board
(United States) required to be discussed with the Audit Committee.

Further, the Audit Committee has discussed with the independent accountants
the matters required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended. The Audit Committee has
discussed the independent accountants' independence, including the matters in
the written disclosures provided to the Audit Committee as required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," with both management and with the independent accountants.

Based upon the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for 2007,
which will be filed with the Securities and Exchange Commission. The Audit
Committee has approved the engagement of Grant Thornton LLP as independent
accountants for 2008.

Edward L. Chott Kent H. Cooney William T. Divane, Jr. John R. Madden

March 18, 2008

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Grant Thornton LLP served as the Company's independent
registered public accounting firm for the year ended December 31, 2007. A
representative of that firm is expected to be present at the Company's 2008
Annual Meeting of Shareholders with the opportunity to make a statement, if so
desired, and to be available to respond to appropriate questions.

The Audit Committee has selected Grant Thornton LLP to serve as the
Company's independent registered accounting firm for 2008.

FEE TABLE

The following table shows the fees for professional audit services provided
by Grant Thornton LLP for the audit of the Company's annual financial statements
for fiscal years 2006 and 2007.

2006 2007
-------- --------

Audit Fees(1)................................... $165,707 $154,357
Audit-Related Fees.............................. -- --
Tax Fees........................................ -- --
All Other Fees.................................. -- --
-------- --------
Total........................................... $165,707 $154,357

--------

(1) Audit Fees: Fees for the professional services rendered for the audit of
the Company's annual financial statements, review of financial statements
included in the Company's 10-Q filings, and services normally provided in
connection with statutory and regulatory filings or engagements.

The engagement of Grant Thornton LLP in connection with the annual audit of
the Company's financial statements and the reviews of the financial statements
included in the Company's quarterly reports was approved by the Audit Committee
before the service was provided. It is the policy of the Audit Committee that
all services to be performed by the Company's independent registered public
accounting firm be approved in advance of the commencement of such services.

SHAREHOLDER PROPOSALS AND NOMINATIONS

Shareholder proposals for inclusion in proxy materials for the Company's
2009 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be
received by the Company at the Company's principal executive offices by November
30, 2008. The Company's by-laws require that shareholder proposals made outside
of Rule 14a-8 and shareholder nominees for election as a director must be
submitted in accordance with the requirements of the by-laws, not later than
December 30, 2008 and not earlier than November 30, 2008. However, if the annual
meeting is called for a date not within 30 days before or after such anniversary
date, such proposals must be received by the Company not later than the

close of business on the 10th day following the date notice of the annual
meeting was mailed or a public announcement of the annual meeting was made,
whichever first occurs. To be in proper written form, a shareholder proposal or
nomination must set forth the information prescribed in the Company's by-laws.

OTHER MATTERS

It is not presently expected that any matters other than the election of
directors will be brought before the meeting. If, however, other matters do come
before the meeting, it is the intention of the persons named as representatives
in the accompanying proxy to vote in accordance with their best judgment on such
matters.

ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2007, FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY
SHAREHOLDER OF RECORD OR BENEFICIAL OWNER OF COMMON SHARES OF THE COMPANY UPON
WRITTEN REQUEST TO THE SECRETARY, CHICAGO RIVET & MACHINE CO., P.O. BOX 3061,
901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566.

By order of the Board of Directors

KIMBERLY A. KIRHOFER, Secretary

Naperville, Illinois
March 28, 2008

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

--------------------------------------------------------------------------------

[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BELOW.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.

1. Election of Directors
(See Reverse)
FOR WITHHELD
FOR ALL WITHHOLD
NOMINEES [ ] [ ] AS TO ALL
NOMINEES

-----------------------------------------------------------
To withhold authority to vote for any individual nominee, write that nominee's
name on the line above.

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Change of Address [ ]
on Reverse Side

The signer hereby revokes all proxies heretofore
given by the signer to vote at said meeting or any
adjournments or postponements thereof.

NOTE: Please sign exactly as name appears hereon
and be sure to date the proxy. If shares are held
in the name of more than one person, all holders
must sign. Executors, administrators, trustees,
guardians and corporate officers must give full
title as such.

PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE
ENCLOSED RETURN ENVELOPE AS PROMPTLY AS POSSIBLE.

Signature: Date: Signature: Date:
---------------- ------- ---------------- -------

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

--------------------------------------------------------------------------------

PROXY

CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061, 901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566
--------------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints John A. Morrissey, Walter W.
Morrissey, John R. Madden and Michael J. Bourg, and each of them, as the proxies
and representatives of the undersigned, with full power of substitution, to vote
all common shares of Chicago Rivet & Machine Co. which the undersigned would be
entitled to vote, with all powers which the undersigned would have if personally
present, at the Annual Meeting of Shareholders to be held on May 13, 2008, and
at any adjournments or postponements thereof, as designated below.

1. Election of the following eight directors: John A. Morrissey, Walter W.
Morrissey, William T. Divane, Jr., John R. Madden, Michael J. Bourg, Edward L.
Chott, Kent H. Cooney, and George P. Lynch.

Except with respect to any nominee for whom authority to vote is withheld, a
vote FOR ALL NOMINEES includes discretionary authority (i) to cumulate votes
selectively among the nominees, and (ii) to vote for a substituted nominee if
any of the nominees listed becomes unable or unwilling to serve.

2. In their discretion, upon such other matters as may properly come before the
meeting.

Change of Address:

------------------------------------

(If you have written in the above space, please mark the corresponding box on
the reverse side of this card.)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX ON THE
REVERSE SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES.

SEE REVERSE
SIDE

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

--------------------------------------------------------------------------------

[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BELOW.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.

1. Election of Directors
(See Reverse)
FOR WITHHELD
FOR ALL WITHHOLD
NOMINEES [ ] [ ] AS TO ALL
NOMINEES

-----------------------------------------------------------
To withhold authority to vote for any individual nominee, write that nominee's
name on the line above.

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Change of Address [ ]
on Reverse Side

The signer hereby revokes all proxies heretofore
given by the signer to vote at said meeting or any
adjournments or postponements thereof.

PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE
ENCLOSED RETURN ENVELOPE AS PROMPTLY AS POSSIBLE.

Signature: Date: Signature: Date:
---------------- ------- ---------------- -------

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

--------------------------------------------------------------------------------

PROXY

REMINDER
CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061, 901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566
--------------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

1. Election of the following eight directors: John A. Morrissey, Walter W.
Morrissey, William T. Divane, Jr., John R. Madden, Michael J. Bourg, Edward L.
Chott, Kent H. Cooney, and George P. Lynch.

2. In their discretion, upon such other matters as may properly come before the
meeting.

Change of Address:

------------------------------------

(If you have written in the above space, please mark the corresponding box on
the reverse side of this card.)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX ON THE
REVERSE SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES.

SEE REVERSE
SIDE