EXHIBIT 10d

                         FIFTH AMENDMENT
                                TO
           KAMAN CORPORATION DEFERRED COMPENSATION PLAN
       (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1994)


     THIS AMENDMENT made this 6th day of November, 2001, by Kaman
Corporation, hereinafter referred to as the "Corporation", for the
purpose of amending certain provisions of the Deferred Compensation
Plan,

                           WITNESSETH:

     WHEREAS, the Corporation amended and restated the Kaman
Corporation Deferred Compensation Plan (hereinafter referred to as
the "Plan") by written Plan instrument adopted generally effective
as of January 1, 1994, and further amended the same by a First
Amendment thereto effective January 1, 1997, a Second Amendment
thereto effective September 9, 1997, a Third Amendment thereto
effective January 1, 2000, and a Fourth Amendment thereto effective
November 14, 2000; and

     WHEREAS, the Corporation reserved the right to amend the Plan
in Section 8 thereof; and

     WHEREAS, the Corporation desires to amend the Plan in the
following particular;

     NOW, THEREFORE, the Corporation hereby amends the Plan as
follows:

     1.  Section 5.1 is amended to read as follows, effective
November 6, 2001:

          "5.1  Distributions After Lapse of Years.  (a)  In
     connection with each Deferral Election, a Participant may
     also elect to receive a distribution of that portion of
     his Account Balance equal to the Deferral Amount for that
     Plan Year plus any interest credited thereon after the lapse
     of seven or more Plan Years as specified in the Election Form.

(b)  Any such distribution shall be made in a lump sum no
     later than ninety (90) days after the lapse of the number of
     Plan Years specified in the Election Form.  Notwithstanding
     any provision herein to the contrary, no interest shall be
     credited on the Account Balance for any period subsequent to
     the last day of the last Plan Year in the lapse period.






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(c)  Effective November 6, 2001, a Participant who has
     made a "lapse of years" election pursuant to this Section 5.1
     may change his election to an election to have his Account
     Balance distributed upon Retirement under Section 4.2, in a
     lump sum or in installments as permitted thereunder.  As part
     of such election, the Participant shall indicate whether he
     wishes the lump sum payment to be made or the installment
     payments to commence (i) on the fist day of the third month
     following the date the Participant Retires, or (ii) on the
     later of (A) the first day of the third month following the
     date the Participant Retires or (B) on the second day of the
     January next following the date the Participant Retires.  The
     election shall be made on the form prescribed by the
     Committee.  The following additional rules shall apply:

               (i)  Any such election to change a "lapse of years"
          election shall only be effective if filed with the
          Committee prior to the beginning of the final Plan Year
          of the original specified period.

               (ii)  Notwithstanding the foregoing, if the
          Participant retires within one (1) year of a change made
          under this paragraph (c), that change shall be null and
          void.

               (iii)  If a Participant makes an election under
          this paragraph (c) to change from a "lapse of years"
          election to an election to have his Account Balance
          distributed upon Retirement under Section 4.2, and
          the Participant thereafter wants to make one or
          more subsequent changes thereto, any subsequent change
          shall be governed by and in accordance with the
          provisions of Section 4.2, including the provision that
          if the event which triggers the distribution occurs
          within one (1) year of such change, that change shall be
          totally null and void."

     2.  As hereinabove modified and amended, the Plan as amended
shall remain in full force and effect.

     3.   This Amendment is effective as of November 6, 2001.

     IN WITNESS WHEREOF, the Corporation has caused this Amendment
to be executed by one of its duly authorized officers.

WITNESS                            KAMAN CORPORATION
/s/ Marie A. Okun                  /s/ Paul R. Kuhn
                                   Its president and CEO

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