8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 27, 2008 (February 26, 2008)

Kaman Corporation

(Exact Name of Registrant as Specified in Its Charter)

Connecticut

(State or Other Jurisdiction of Incorporation)

0-1093	06-0613548
(Commission File Number)	(IRS Employer Identification No.)
1332 Blue Hills Avenue, Bloomfield, Connecticut	06002
(Address of Principal Executive Offices)	(Zip Code)

(860) 243-7100

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Special Award for Paul R. Kuhn

At a regular meeting held on February 26, 2008, the company's Board of Directors (the "Board") granted a special bonus award to Paul R. Kuhn in the amount of $500,000 payable within 15 business days after his retirement, which will occur on February 29, 2008. The Board awarded this amount in recognition of his outstanding services in achieving a smooth transition of the company's leadership to Neal J. Keating, President and Chief Executive Officer.

Appointment of Neal J. Keating as Chairman

At the same meeting, the Board appointed Mr. Keating to the additional post of Chairman of the Board, effective March 1, 2008.  He will succeed Mr. Kuhn, the company's current Chairman when he retires on February 29, 2008.  Information concerning Mr. Keating that is required under Item 5.02 (c) of Form 8-K was previously filed under Item 5.02 of the Company's Current Report on Form 8-K filed August 7, 2007 and is incorporated herein by reference.

Appointment of Thomas W. Rabaut as a Director

At the same Board meeting, Mr. Thomas W. Rabaut was appointed a Class 3 Director, effective March 1, 2008, to fill the Board vacancy that will be created by Mr. Kuhn's retirement.  Since Mr. Rabaut's initial term as a Director will expire coincident with the 2008 Annual Meeting of Shareholders (which is scheduled for April 16, 2008), the Board has also nominated Mr. Rabaut for election by the company's shareholders at the 2008 Annual Meeting of Shareholders to a three-year term, which will expire in 2011. It is expected that Mr. Rabaut will become a member of the Board's Personnel & Compensation and Finance Committees.

Mr. Rabaut has served as a Senior Advisor to The Carlyle Group, a global private equity firm, since January 2007. From June 2005 to January 2007, he was President of the Land & Armaments Operating Group of BAE Systems, a global leader in the design, development and production of military systems. From January 1994 to June 2005, he served as President and Chief Executive Officer of United Defense Industries, Inc., a privately held company that was acquired by BAE Systems in 2005. He is a director of Cytec Industries, Inc.

There are no transactions, relationships or arrangements between Mr. Rabaut and the company or any of its subsidiaries. Mr. Rabaut is a director of Burdeshaw Associates, Ltd., a privately owned consulting firm that assists industry in matching technology and capability to domestic and international government requirements. Burdeshaw has performed services for the company’s Kaman Aerospace Corporation subsidiary in the past and is currently providing advice to the Fuzing Segment, a division of Kaman Aerospace Corporation. A total of $59,319 was paid to Burdeshaw in 2007.

The company's press releases announcing the appointments of Messrs. Keating and Rabaut are attached as Exhibits 99.1 and 99.2.

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First Amendment to Post-2004 Supplemental Employees' Retirement Plan

At its meeting on February 26, 2008, the Board, upon recommendation of the Board's Personnel & Compensation Committee, adopted a First Amendment to the Kaman Corporation Post-2004 Supplemental Employees' Retirement Plan (the "Post-2004 SERP"). A copy of the First Amendment is attached to this Form 10-K as Exhibit 10.1 and is incorporated by reference. The First Amendment (i) clarifies that all payments made under the Post-2004 SERP on account of separation from service will be delayed by six months and a day, (ii) provides for interest to be paid on any delayed payments at the short-term applicable federal interest rate and (iii) sets forth rules of payment of death benefits under the Post-2004 SERP in the event of the death of the beneficiary prior to the participant's death.  This summary of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the attached First Amendment.

Adoption of the Post-2004 Kaman Corporation Deferred Compensation Plan

At its meeting on February 26, 2008, the Board also adopted the Kaman Corporation Post-2004 Deferred Compensation Plan in order to comply with the requirements of Internal Revenue Code Section 409A with regard to compensation that is deferred or that vested after December 31, 2004. The Post-2004 Deferred Compensation Plan continues the material terms of the Kaman Corporation Deferred Compensation Plan with the following material changes:

•  Requires a minimum six month delay for payment of benefits due to separation from service;

•  Eliminates the requirement that an executive must make the maximum contribution under the Company’s Thrift and Retirement Plan to participate in the Deferred Compensation Plan;

•  Removes the administrative committee’s discretion to accelerate payments triggered due to a Separation from Service;

•  Removes the executive’s right to unlimited in-service withdrawals by paying a 10% penalty; and

•  Requires cash-out payment in a single lump sum if an executive’s total plan benefits subject to the Post-2004 Deferred Compensation Plan are less than $50,000.

A copy of the Post-2004 Kaman Corporation Deferred Compensation Plan is attached to this Form 8-K as Exhibit 10.2 and is incorporated herein by reference.  This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the attached Post-2004 Kaman Corporation Deferred Compensation Plan.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Board meeting described in Item 5.02, the Board approved modifications to the company's By-laws with respect to (i) Article IV (Officers), Sections 1 – 4, in order to more clearly delineate the officer responsibilities of Chairman, Chief Executive Officer and President without substantively changing the current responsibilities of these officer roles; and (ii) Article II (Meetings of Stockholders), Section 4, to provide that the Chief Executive Officer rather than the President has the ability to call special meetings.

No other changes were made to the By-laws. The foregoing description of this item is qualified in its entirety by reference to the complete Amended and Restated By-laws, as amended, which are filed as Exhibit 3.1 to this report.

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Item 9.01  Financial Statements and Exhibits

(c)       Exhibits

The following documents are filed as Exhibits herewith:

Exhibit 3.1 – Kaman Corporation Amended and Restated By-laws, as amended on February 26, 2008

Exhibit 10.1 – First Amendment to Kaman Corporation Post-2004 Supplemental Employees’ Retirement Plan

Exhibit 10.2 – Kaman Corporation Post-2004 Deferred Compensation Plan

Exhibit 99.1 – Press Release dated February 27, 2008 announcing Mr. Keating's appointment as Chairman

Exhibit 99.2 – Press Release dated February 27, 2008 announcing Mr. Rabaut's election as a Director

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KAMAN CORPORATION
By:	/s/ Robert M. Garneau
	Robert M. Garneau
	Executive Vice President and
	Chief Financial Officer

Date: February 27, 2008

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KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits

Exhibit	Description
3.1	Kaman Corporation Amended and Restated By-laws, as amended on February 26, 2008.	Attached
10.1	First Amendment to Kaman Corporation Post-2004 Supplemental Employees’ Retirement Plan	Attached
10.2	Kaman Corporation Post-2004 Deferred Compensation Plan	Attached
99.1	Press Release dated February 27, 2008 announcing Mr. Keating's appointment as Chairman	Attached
99.2	Press Release dated February 27, 2008 announcing Mr. Rabaut's election as a Director	Attached

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EX-3.1

Exhibit 3.1

February 26, 2008

KAMAN CORPORATION

AMENDED AND RESTATED BY-LAWS

ARTICLE I

Offices

1. The principal office of this corporation shall be at such place in the Town of Bloomfield in the State of Connecticut as the Board of Directors of the corporation (the “Board of Directors” or the “Board”) shall from time to time designate.  The corporation may have such other offices within or without the State of Connecticut as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

1. PLACE OF MEETINGS.  All meetings of the stockholders shall be held at the principal office or place of business of the corporation, or at such place within or without the State of Connecticut as from time to time may be designated by resolution of the Board of Directors.

2. ANNUAL MEETINGS.  The annual meetings of the stockholders shall be held on such day, other than a legal holiday, in the month of March or April of each year and at such time and place as may be designated by the Board of Directors.  The purpose of such meeting shall be the election of directors by ballot and the transaction of such other business as may properly come before such meeting.  If the annual meeting of the stockholders be not held as herein prescribed, the election of directors may be held at any meeting thereafter called pursuant to these by-laws or otherwise lawfully held.

3. NOTICE OF ANNUAL MEETING.  A notice setting out the day, hour and place of such annual meeting shall be mailed, postage prepaid, to each stockholder of record at the stockholder’s address as the same appears on the stock transfer and registration records of the corporation or its agent, or if no such address appears, at the stockholder’s last known address, not less than ten (10) days nor more than sixty (60) days before such annual meeting.  Such notice shall also state any proposed amendment or repeal of these by-laws and any other proposed matter other than the election of directors which, under the Connecticut Business Corporation Act (“CBCA”), expressly requires the vote of stockholders.

4. SPECIAL MEETINGS.  Special meetings of the stockholders may be called at any time by the Chief Executive Officer or by majority vote of the Board of Directors.  A special meeting of the stockholders shall be called by the Chief Executive Officer upon the written request of one (l) or more stockholders holding in the aggregate at least thirty-five percent (35%) of the total number of shares entitled to vote on any issue proposed to be considered at such meeting upon their delivery to the Secretary of one (l) or more written demands for the special meeting describing the purpose or purposes for which it is to be held.  The Secretary shall mail a notice of such meeting to each stockholder of record not less than ten (10) days nor more than sixty (60) days before such meeting, and such notice shall state the day, hour and place of such meeting and the purpose thereof.

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5. ADJOURNMENT OF STOCKHOLDERS' MEETING.  If an annual or special stockholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment.  If a new record date for the adjourned meeting is or must be fixed under Section 33-701 of the CBCA, however, notice of the adjourned meeting must be given under these by-laws to persons who are stockholders as of the new record date.

6. WAIVER OF NOTICE.  (a)  A stockholder may waive any notice required by the CBCA, the certificate of incorporation of the corporation (the “Certificate of Incorporation”) or these by-laws before or after the date and time stated in the notice.  The waiver must be in writing, be signed by the stockholder entitled to notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b)  A stockholder’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented.

7. STOCKHOLDER ACTION WITHOUT MEETING.  (a)  Any action which, under the provisions of the CBCA, may be taken at a meeting of stockholders may be taken without a meeting by one or more consents in writing, setting forth the action so taken or to be taken, bearing the date of signature and signed by all of the persons who would be entitled to vote upon such action at a meeting, or by their duly authorized attorneys.  The Secretary shall file such consent or consents, or certify the tabulation of such consents and file such certificate, with the minutes of the meetings of the stockholders.  Any consent or consents that become effective as provided herein shall have the same force and effect as a vote of stockholders at a meeting duly held.

(b)   If not otherwise fixed under Section 33-697 of the CBCA or in accordance with Section 12 of this Article II, the record date for determining stockholders entitled to take action without a meeting is the date the first stockholder signs the consent under subsection (a) of this section.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest date appearing on a consent delivered to the corporation in the manner required by this section, written consents signed by all other stockholders entitled to vote on the matter are received by the corporation.  A written consent may be revoked by a writing to that effect, provided such revocation shall not be effective if it is received by the corporation after the corporation has received a sufficient number of unrevoked written consents to take such corporate action from all other stockholders entitled to vote on such action.

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8. QUORUM.  Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter.  Unless the CBCA or the Certificate of Incorporation otherwise provides, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter.  Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

9. PROXIES.  (a)  A stockholder may vote each stockholder’s shares in person or by proxy.

(b)   A stockholder may appoint a proxy to vote or otherwise act for such stockholder by signing an appointment form, either personally or by such stockholder’s attorney-in-fact.

(c)   An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes.  A photographic or similar reproduction of an appointment, or a telegram, cablegram, facsimile transmission, wireless or similar transmission of an appointment, received by such person shall be sufficient to effect such appointment.  An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment form.

(d)   An appointment of a proxy is revocable by the stockholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.  Appointments coupled with an interest include the appointment of (i) a pledgee; (ii) a person who purchased or agreed to purchase the shares; (iii) a creditor of the corporation who extended it credit under the terms requiring the appointment; (iv) an employee of the corporation whose employment contract requires the appointment; or (v) a party to a voting agreement created under Section 33-716 of the CBCA.

(e)   The death or incapacity of the stockholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other office or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(f)   An appointment made irrevocable under subsection (d) of this Section 9 is revoked when the interest with which it is coupled is extinguished.

(g)   A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if such transferee did not know of its existence when such transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.  The Secretary or other officer or agent authorized to tabulate votes may require such transferee to represent such transferee’s lack of knowledge of such irrevocable appointment and may rely on such representation.

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(h)   Subject to Section 33-708 of the CBCA and to any express limitation on the proxy’s authority appearing on the face of the appointment form, the corporation is entitled to accept the proxy’s vote or other action as that of the stockholder making the appointment.

10. NUMBER OF VOTES OF EACH STOCKHOLDER.  Except as otherwise provided in the Certificate of Incorporation, each stockholder, whether represented in person or by proxy, shall be entitled to one (l) vote for each share of stock standing in such stockholder’s name on the books of the corporation on the record date.

11. VOTING.  In the election of directors and in voting on any question on which a vote by ballot is required by law or is demanded by any stockholder, the voting shall be by ballot; on all other questions it may be viva voce.

12. RECORD DATE.  For the purpose of determining which stockholders are entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or which stockholders are entitled to receive payment of any dividend or for any other proper purpose, the Board of Directors, and in the absence of its action the Secretary of the corporation or any other person lawfully acting, shall set a record date which shall not be any earlier than the date on which the Board of Directors, the Secretary or such other authorized party acts to set such record date and no more than seventy (70) nor less than ten (10) days before the particular event requiring such determination of stockholders is to occur.

13. ADVANCE NOTIFICATION OF BUSINESS TO BE TRANSACTED AT MEETINGS OF STOCKHOLDERS.  To be properly brought before the annual or any special meeting of the stockholders, business must be either (a) specified in the notice of meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) solely in the case of the annual meeting, otherwise properly brought before the meeting by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 13 and on the record date for the determination of stockholders entitled to notice of and to vote at an annual meeting and (ii) who complies with the advance notice procedures set forth in this Section 13.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the corporation.

To be timely, a stockholder's written notice to the Secretary of the corporation must be delivered to or mailed and received at the principal executive offices of the corporation not less than seventy-five (75) days nor more than ninety (90) days prior to the first anniversary of the date of the immediately preceding year's annual meeting of the stockholders; provided, however, that if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year's annual meeting, to be timely, notice by the stockholder must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting is first given or made (which for this purpose shall include any and all filings of the corporation made on the EDGAR system of the Securities and Exchange Commission or any similar public database maintained by the Securities and Exchange Commission), whichever first occurs.

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To be in proper written form, a stockholder's notice to the Secretary of the corporation must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and record address of such stockholder proposing such business, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the meeting to bring such business before the meeting.

Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at the annual or any special meeting of the stockholders except business brought before the meeting in accordance with the procedures set forth in this Section 13; provided, however, that, once business has been properly brought before the meeting in accordance with such procedures, nothing in this Section 13 shall be deemed to preclude discussion by any stockholder of any such business.  The officer of the corporation presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the provisions of this Section 13, and if such officer shall so determine, such officer shall so declare to the meeting that any such business not properly brought before the meeting shall not be transacted.

14. ADVANCE NOTIFICATION OF NOMINATION OF DIRECTORS.  Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the rights, if any, of the holders of shares of preferred stock of the corporation to nominate and elect a specified number of directors in certain circumstances.

Nominations of persons for election to the Board of Directors may be made at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (b) by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 14 and on the record date for the determination of stockholders entitled to notice of and to vote at such meeting and (ii) who complies with the advance notice procedures set forth in this Section 14.

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In addition to any other applicable requirements, for a nomination to be properly made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the corporation.

To be timely, a stockholder's written notice to the Secretary of the corporation must be delivered to or mailed and received at the principal executive offices of the corporation, in the case of: (x) an annual meeting, not less than seventy-five (75) days nor more than ninety (90) days prior to the first anniversary of the date of the immediately preceding year's annual meeting of the stockholders; provided, however, that if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year's annual meeting, to be timely, notice by the stockholder must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting is first given or made (which for this purpose shall include any and all filings of the corporation made on the EDGAR system of the Securities and Exchange Commission or any similar public database maintained by the Securities and Exchange Commission), whichever first occurs; and (y) a special meeting of the stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting is first given or made (which for this purpose shall include any and all filings of the corporation made on the EDGAR system of the Securities and Exchange Commission or any similar public database maintained by the Securities and Exchange Commission).

To be in proper written form, a stockholder's notice to the Secretary of the corporation must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person, if any,  and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder proposing such nomination, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.  Such notice must be accompanied by a written consent of each proposed nominee to being named or referred to as a nominee and to serve as a director if elected.  The corporation may require any proposed nominee to furnish such other information (which may include meetings to discuss the furnished information) as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation.

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No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 14.  The officer of the corporation presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that the nomination was not made in accordance with the provisions of this Section 14, and if such officer shall also determine, such officer shall so declare to the meeting that any such defective nomination shall be disregarded.

ARTICLE III

Directors

1. NUMBER, ELECTION AND TERM OF OFFICE.  The property, business and affairs of the corporation shall be managed by or under the direction of a Board of Directors composed of that number of directors as shall be specified as provided in Article SEVENTH of the Certificate of Incorporation.  The directors shall be divided into classes, shall be elected to staggered terms by ballot by the stockholders at their annual meeting and shall hold office all as provided by Article SEVENTH of the Certificate of Incorporation.

2. VACANCIES.  Any vacancy in the Board of Directors by reason of death, resignation or other cause may be filled as provided by Article SEVENTH of the Certificate of Incorporation.

3. POWERS OF DIRECTORS.  The directors shall have the general management and control of the property, business and affairs of this corporation and shall exercise all the powers that may be exercised or performed by this corporation under the statutes, the Certificate of Incorporation and these by-laws.

4. PLACE OF MEETINGS.  The directors may hold their meetings at such place or places within or without the State of Connecticut as the Board may from time to time determine.

5. REGULAR MEETINGS.  A meeting of the directors for the election of officers and the transaction of any other business that may come before such meeting shall be held with or without notice immediately following each annual meeting of the stockholders at the place designated therefor.  Other regular meetings of the Board of Directors may be scheduled at any meeting of the Board, duly called and held, and such regular meetings may be held with or without notice.

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6. OTHER MEETINGS.  Other meetings of the directors may be held whenever the President or a majority of the directors may deem it advisable, notice thereof to be mailed or given orally, by facsimile or by electronic mail to each director at least two (2) days prior to such meeting.  Any such notice shall be effective in accordance with Section 603 of the CBCA.

7. WAIVER OF NOTICE.  A director may waive any notice required by the CBCA, the Certificate of Incorporation or these by-laws before or after the date and time stated in the notice.  Except as provided in the next sentence of this Section, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.  A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

8. DIRECTORS' CONSENT.  (a)  Any action required or permitted by the CBCA to be taken at a Board of Director’s meeting may be taken without a meeting if the action is taken by all members of the Board.  The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

(b)   Action taken under this Section 8 is effective when the last director signs the consent, unless the consent specifies a different effective date.

(c)   A consent signed under this Section 8 has the effect of a meeting vote and may be described as such in any document.

9. QUORUM.  A majority of the number of directors fixed from time to time by the Board of Directors pursuant to Section D of Article Seventh of the Certificate of Incorporation and Section 1 of this Article III shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but any number less than a quorum may adjourn such meeting to a specified date.  The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors.

10. COMPENSATION OF DIRECTORS.  Directors may receive such compensation or salary for their services as determined by resolution of the Board of Directors, including but not limited to a fixed sum and expenses of attendance for attendance at each regular or special meeting of the Board and any committee of the Board.  Any director may also serve the corporation in any other capacity and receive compensation therefor.

11. COMMITTEES.  The Board of Directors may, by resolution adopted by the affirmative vote of directors constituting a majority of the entire Board of Directors, create one or more committees comprising in each case two or more directors, which committee or committees shall have and may exercise all such authority of the Board as may be delegated to it in such resolution or thereafter by similar resolution, provided, however, that a committee may not (i) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the Board of Directors; (ii) approve or propose to stockholders action that the CBCA requires to be approved by the stockholders; (iii) fill vacancies on the Board of Directors or on any of its committees; or (iv) adopt, amend or repeal these by-laws.  Any such committee shall conduct its meetings or other actions in accordance with the notice, waiver of notice, action by written consent and quorum provisions as apply to the Board of Directors under Sections 5, 6, 7, 8 and 9 of this Article III.

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12. DIRECTOR EMERITUS.  The Board of Directors may, from time to time, appoint any former director of the corporation who shall have retired from the board for reasons of age, health or similar reasons, as Director Emeritus of the corporation.  A Director Emeritus shall be entitled to attend such meetings of the directors and be compensated therefor as the Board may determine.

13. VICE CHAIRMAN.  The Board of Directors may, from time to time, appoint a Vice Chairman of the Board of Directors from among the then serving members of the board who, in the absence or incapacity of the Chairman, shall have the powers and responsibilities of the Chairman with respect to meetings of the Board of Directors and of the stockholders and shall also assist the Chairman with respect to meetings of the Board of Directors and of the stockholders as the Chairman may request.  The position of Vice Chairman shall not be a corporate office or carry with it any of the powers or responsibilities of any corporate office of the corporation, however, the same individual may simultaneously serve as Vice Chairman and as a corporate officer of the corporation.  The Vice Chairman shall serve for a term of one year and until his or her successor is duly appointed and qualified but may be removed by the Board of Directors at any time with or without cause and with or without notice or hearing.  The Vice Chairman may be compensated for his or her services as such as the Board may determine.

14. MANDATORY RETIREMENT AGE.  Unless otherwise authorized in writing by the Board of Directors, the mandatory retirement age for a director shall be age seventy-two (72).  Directors serving on November 14, 2000 shall be eligible to serve until age seventy-five (75).

15. CHAIRMAN EMERITUS.  The Board of Directors has created the honorary position of Chairman Emeritus of the corporation and has designated Charles H.  Kaman the Chairman Emeritus of the Board of Directors of the corporation in appreciation of his service as Chairman of the Board of Directors from the inception of the corporation in 1945 to the date of his retirement from the Board of Directors in 2001.  Mr. Kaman's appointment as Chairman Emeritus shall endure for the duration of his life during which he shall have the right to attend and observe all meetings of the Board of Directors.

ARTICLE IV

Officers

1. GENERAL.  The Board of Directors shall elect a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents, a Treasurer and a Secretary, and may from time to time appoint such other officers as the Board, deems expedient.  Any two or more offices may be held by the same person.  The duties of officers of the corporation shall be such as are prescribed by these by-laws and as may be prescribed by the Board.

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2. CHAIRMAN.  The Chairman shall preside at all meetings of the Board of Directors and of the stockholders   The Chairman shall perform such additional duties as may be assigned to him or her from time to time by the Board of Directors.

3. CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall have general control and management of the corporation’s business and affairs, subject to the direction of the Board of Directors.  Unless the Board of Directors otherwise determines, the Chairman shall be the Chief Executive Officer.  If the Chairman is not the Chief Executive Officer, then, in the absence or disability of the Chairman, the Chief Executive Officer shall perform the duties and have the power of the Chairman.

4. PRESIDENT.  The President shall perform all duties incident to the office of President and shall have full authority and responsibility for the operation of the business of the corporation, subject to the direction of the Board of Directors and the Chief Executive Officer.  In the event of the absence or disability of the Chief Executive Officer, the President shall perform the duties and have the power of the Chief Executive Officer.  The President shall perform such additional duties as may be assigned to him or her from time to time by the Board of Directors or the Chief Executive Officer.

5, VICE PRESIDENT.  Any Vice President shall have the powers and perform such duties as may be assigned to him or her or by the Board of Directors or the Chief Executive Officer.

6. SECRETARY.  The Secretary shall keep a record of the minutes of the proceedings of all meetings of stockholders and directors and shall issue all notices required by law or by these by-laws, and he or she shall discharge all other duties required of such officer by law or designated from time to time by the Board of Directors or by the Chief Executive Officer or as are incident to the office of Secretary.  The Secretary shall have the custody of the seal of this corporation and all books, records and papers of this corporation, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by a resolution of the Board of Directors.

7. TREASURER.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, keep full and accurate accounts of receipts and disbursements and books belonging to the corporation, deposit all moneys and valuable effects in the name and to the credit of the corporation in depositories approved by the Board of Directors, and, in general, perform such other duties as may from time to time be assigned to him or her by the Board of Directors or by the Chief Executive Officer or as are incident to the office of Treasurer.

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8. TERM OF OFFICE.  Each of such officers shall serve for the term of one year and until his or her successor is duly appointed and qualified, but any officer may be removed by the Board of Directors at any time with or without cause and with or without notice or hearing.  Vacancies among the officers by reason of death, resignation or other causes shall be filled by the Board of Directors.

9. COMPENSATION.  The compensation of all officers shall be fixed by the Board of Directors, and may be changed from time to time by a majority vote of the Board.

  ARTICLE V

  Capital Stock; Stock Certificates; Transfer of Stock

1. CAPITAL STOCK; STOCK CERTIFICATES.  The shares of the corporation’s capital stock may be certificated or uncertificated, as provided under the laws of the State of Connecticut.  Except as otherwise provided by law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.   Each stockholder, upon written request to the corporation or its transfer agent, shall be entitled to a certificate of the capital stock of the corporation in such form, not inconsistent with law and the Amended and Restated Certificate of Incorporation of the corporation, as shall be authorized or adopted by the Board of Directors.  Each certificate shall be consecutively numbered and shall set forth upon its face as at the time of issue: the name of this corporation; a statement that this corporation is organized under the laws of the State of Connecticut; the name of the person to whom issued; the number of shares represented thereby; and the par value of each such share.  Each certificate shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the corporation. Any or all of the signatures on a certificate may be a facsimile.  If any person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate shall nevertheless be valid.

2.  RULES AND REGULATIONS.   The Board of Directors may appoint one or more transfer agents for the corporation’s capital stock and may make, or authorize such agent or agents to make, all such rules and regulations as are expedient governing the issue, transfer and registration of shares of the capital stock of the corporation and any certificates representing such shares.

3. TRANSFERS. The capital stock of the corporation shall be transferred only upon the books of the corporation either (a) if such shares are certificated, by the surrender to the corporation or its transfer agent of the old stock certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, or (b) if such shares are uncertificated, upon proper instructions from the holder thereof, in each case with such proof of the authenticity of signature as the corporation or its transfer agent may reasonably require.  Prior to due presentment for registration of transfer of a security (whether certificated or uncertificated), the corporation shall treat the registered owner of such security as the person exclusively entitled to vote, receive notifications and dividends, and otherwise to exercise all the rights and powers of such security.

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ARTICLE VI

Seal

1. The seal of the corporation shall have inscribed thereon the name of the corporation, the word "Seal" and the word "Connecticut", and shall be in the custody of the Secretary.

ARTICLE VII

Fiscal Year

1. The fiscal year of the corporation shall commence on January 1.

ARTICLE VIII

Amendments

1.These by-laws may be adopted, amended or repealed at any validly called and convened meeting of the Board of Directors by the affirmative vote of Directors holding a majority of the number of directorships at the time or by the unanimous written consent of the Board of Directors as provided in Article III, Section 8 of these by-laws.  Any notice of a meeting of the Board of Directors at which by-laws are to be adopted, amended or repealed shall include notice of such proposed action.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO KAMAN CORPORATION

POST-2004 SUPPLEMENTAL EMPLOYEES’ RETIREMENT PLAN

WHEREAS, Kaman Corporation (“Kaman” or the “Company”) established the Kaman Corporation Post-2004 Supplemental Employees’ Retirement Plan on February 20, 2007, effective as of January 1, 2005 (the “Plan” or “SERP”);

WHEREAS, the U.S. Department of Treasury issued final regulations under Section 409A of the Internal Revenue Code, as amended (the “Code”) in April 2007;

WHEREAS, the Board had determined that it is desirable and appropriate to amend the SERP to reflect changes in the final regulations and to clarify the Plan in certain respects;

WHEREAS, Section 9.1 of the SERP permits the Board to amend the SERP at any time and from time to time; and

NOW THEREFORE, the SERP is hereby amended as follows effective January 1, 2005.

1.           By replacing paragraph (c) of Section 1.4 with the following:

“(c)           All references to “Section 409A” in the Plan shall refer to Section 409A of the Code, Notice 2006-79 (with respect to periods before January 1, 2008) and the final regulations issued under Section 409A (as applicable to periods after December 31, 2007).”

2. By inserting the word “that” following the second occurrence of the word “amount” in Section 3.3.

3.           By replacing paragraph (a) of Section 5.2 with the following:

“(a)           A Participant who Retires on or at any time after meeting the requirements for “early retirement” under the Pension Plan shall receive his or her benefit under the Plan on the date that is the first business day after the date that is six months following the Participant’s Retirement.  Such benefit shall be paid with interest at the applicable federal rate under Section 1274 of the Code, determined as of the date of the Participant’s Retirement.”

4.           By replacing paragraph (b) of Section 5.2 with the following:

“(b)           A Participant who Separates from Service other than on account of Retirement or death shall receive his or her benefit under the Plan on the later of the date that (i) is the first business day after the date that is six months following the date the Participant Separates from Service and (ii) the Participant attains age 55.  Such benefit shall be paid with interest at the applicable federal rate under Section 1274 of the Code, determined as of the date the Participant Separates from Service.”

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5.           By replacing paragraph (c)(ii) of Section 5.2 with the following:

“(ii)           If the Participant was not eligible to receive a benefit under the Plan on his or her date of death, the surviving Spouse (or, in the case of Mr. Garneau, his then current beneficiary under Section 10.3, if applicable) shall receive his or her benefit under the Plan on the first day of the month on or next following the date the Participant would have attained age 55 (if he or she had been living); provided, that if such surviving Spouse (or beneficiary) dies before the scheduled day for payment described above in this Section 5.2(c)(ii), a lump sum payment shall be made to the estate of such surviving Spouse (or beneficiary) as soon as administratively practicable (but not later than 60 days after the date of death) equal to the present value of the lump sum that would have been paid on such day using the interest rate described in Section 5.3(c) below as the present value discount rate.”

6.           By replacing the last paragraph of Section 5.2 with the following:

“If a Participant’s Spouse (or in the case of Mr. Garneau, his then current beneficiary under Section 10.3, if applicable) predeceases or dies simultaneously with the Participant, and the Participant has not previously received payment of benefits under Article 4, the benefits that would have been payable to the Participant’s Spouse (or in the case of Mr. Garneau, his then current beneficiary under Section 10.3, if applicable) under Section 5.2(c) as described above shall be payable to the Participant’s estate on the first day of the month next following such Participant’s death; provided, however, that if the Participant had not attained age 55 upon death, the amount payable under this paragraph shall be the present value of the lump sum amount that would have been paid under Section 5.2(c)(ii) on the first day of the month on or next following the date the Participant would have attained age 55 (if he or she had been living) using the interest rate described in Section 5.3(c) below as the present value discount rate.”

7. By inserting the phrase “, determined as of the first day that the payment is so delayed” after the word “Code” in Section 5.6.

8. By inserting the phrase “, determined as of the first day that such payment is deferred” after the word “Code” in Section 9.1.

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EXCEPT AS AMENDED HEREIN, the terms of the SERP are confirmed and remain unchanged.

IN WITNESS WHEREOF, Kaman Corporation has caused this First Amendment to be executed on its behalf by its duly authorized officer this 27th day of February, 2008.

ATTEST:		KAMAN CORPORATION
/s/ Candace A. Clark	By:	/s/ Robert M. Garneau
Candace A. Clark		Robert M. Garneau
Senior Vice President, Chief Legal Officer and Secretary	Its:	Executive Vice President  and Chief Financial Officer
Date:  February 27, 2008

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EX-10.2

Exhibit 10.2

KAMAN CORPORATION

POST-2004

DEFERRED COMPENSATION PLAN

Section 1

Background

1.1Establishment of the Plan. Kaman Corporation has established this Kaman Corporation Post-2004 Deferred Compensation Plan (the “Plan”) effective January 1, 2005.  Capitalized terms used in the Plan are defined in Section 11 below.

1.2Coverage. The Plan applies only to individuals who are actively employed by the Corporation on or after January 1, 2005. Amounts accrued but not vested under the Prior Plan as of December 31, 2004 shall be subject to the terms of the Plan (and shall not be subject to the terms of the Prior Plan).

1.3Purposes.  The Corporation maintains the Plan to:

(a)provide a select group of management and highly compensated employees an opportunity to defer a portion of their Base Salary and Bonus on a tax-advantaged basis and receive a matching contribution in the form of Additional Deferred Compensation; and

(b)provide Participants in the Plan who do not participate in the SERP during a Plan Year an additional annual benefit in the form of Supplemental Deferred Compensation.

1.4Section 409A.

(a)The Plan is intended to comply, and shall be interpreted and construed in a manner consistent, with the provisions of Section 409A. Any provision under the Plan that would cause any benefit hereunder to be subject to Federal income tax prior to payment shall be void as of the Effective Date without the necessity of further action by the Board.

(b)There shall be no acceleration or subsequent deferral of the time or schedule of any payment under the Plan except as permitted under Section 409A and the express terms of the Plan.

(c)All references to “Section 409A” in the Plan shall refer to Section 409A of the Code, Notice 2006-79 (with respect to periods before January 1, 2008) and the final regulations issued under Section 409A (as applicable to periods after December 31, 2007).

(d)The provisions of the Plan shall not apply to the Prior Plan nor constitute a material modification of the Prior Plan.

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Section 2

Eligibility and Enrollment

2.1Selection by Board.  Participation in the Plan shall be limited to a select group of management or highly compensated employees of the Corporation whose eligibility to participate in the Plan is approved by the Board on its own initiative, or upon the recommendation of the Committee.  The Board may terminate an employee's eligibility to participate in the Plan at any time in its sole discretion.

2.2Enrollment Requirements. As a condition to participation, an eligible employee must complete, execute and return to the Committee no later than December 31st prior to the beginning of the applicable Plan Year a Plan Agreement, an Election Form and a Beneficiary Designation Form. The Committee may establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary or appropriate for purposes of administering the Plan.  Notwithstanding the foregoing, in the case of the first Plan Year in which an employee becomes eligible to participate in the Plan, such Plan Agreement and Election Form must be completed, executed and returned no later than thirty (30) days after the first date of such eligibility and shall only be effective for services to be performed subsequent to the election.  For this purpose, the first day of eligibility shall be the earlier of (i) the first business day that an employee first satisfies the criteria set forth in Section 2.1 or (ii) the date on which the employee is first eligible to participate in any agreement, method, program or other arrangement of the Corporation with respect to which deferrals of compensation are treated, together with deferrals of compensation under the Plan, as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulation Section 1.409A-1(c)(2).

2.3Commencement of Participation. An employee shall commence participation in the Plan upon the timely completion of all enrollment requirements (which may, but need not be done, through an on-line enrollment program) and the Committee’s acceptance of all submitted documents (through such on-line enrollment program or through such other means as the Committee determines). Eligible employees who wish to participate in the Plan for any particular Plan Year must satisfy the enrollment requirements prior to the commencement of the Plan Year; provided, however, that in the first year in which an employee first becomes eligible to participate in the Plan, the newly eligible employee must satisfy the enrollment requirements within thirty (30) days after the date on which he became eligible. If an eligible employee does not meet all enrollment requirements within the time prescribed, that employee shall not be allowed to participate in the Plan until the first day of the Plan Year following the completion of all enrollment requirements.

Section 3

Deferral Commitments/Interest Crediting

3.1Maximum Deferral. For each Plan Year, a Participant may elect to defer up to 50% of Base Salary and up to 100% of Bonus.

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3.2Election to Defer; Effect of Election Form. In order to make a Deferral Election for any Plan Year a Participant must deliver a completed Election Form to the Committee prior to the commencement of the Plan Year to which it relates. In the case of a newly admitted Participant, the Deferral Election must be made within the thirty (30) day period provided for in Sections 2.2 and 2.3, and shall not apply to any Base Salary or Bonus earned prior to the commencement of his participation. A separate Election Form is required for each Plan Year.The Election Form must specify the percentage of the Base Salary and/or Bonus that the Participant has elected to defer. Except as otherwise expressly provided for herein, each Deferral Election shall be irrevocable for the Plan Year for which it is made, and shall be deemed to apply to any salary increases occurring during that year. No Election Form shall be effective unless accepted by the Committee.

3.3Additions to Account Balances. The percentage of a Participant's Base Salary deferred pursuant to Section 3.2 shall be credited to the Participant's Account Balance as of the last day of each month in which the deferred portion of the Base Salary would have been paid if not deferred. The percentage of a Participant's Bonus deferred pursuant to Section 3.2 shall be credited to the Participant's Account Balance as of the last day of each month in which the deferred portion of the Bonus would have been paid if not deferred.

3.4Interest Crediting. Interest shall be credited on a daily, weekly or monthly basis, as determined by the Committee from time to time, and shall be compounded daily, weekly or monthly, as determined by the Committee from time to time, on all Deferral Amounts credited to a Participant’s Account Balance. Interest shall be credited only with respect to amounts in the Account Balance at the time such interest is credited, and no interest shall be credited with respect to any portion of an Account Balance withdrawn or distributed from an Account Balance at the time such interest is credited. The rate of interest shall be the applicable Crediting Rate.

3.5Payroll Taxes. The Corporation shall ratably withhold from that portion of the Participant's Base Salary or Bonus that is not being deferred, any Payroll Taxes imposed on the Participant with respect to any Deferral Amount, Additional Deferred Compensation or Supplemental Deferred Compensation. If necessary, the Committee shall reduce the Deferral Amount in any Plan Year to pay the Federal Insurance Contributions Act (“FICA”) tax imposed under Section 3101, Section 3121(a), and Section 3121(v)(2) on compensation deferred under the plan and any income tax withholding related to such FICA amount.

3.6Suspension of Election upon Unforeseeable Emergency. If a Participant believes he has experienced an Unforeseeable Emergency, the Participant may request the Committee to cancel (but not postpone or delay) the Participant's Deferral Election for the remainder of the Plan Year in which the Unforeseeable Emergency occurs.  The Committee shall grant the request only if the Committee determines that the Participant has experienced an Unforeseeable Emergency.

3.7Suspension of Election Upon Disability. In the event of the Disability of a Participant, the Committee shall automatically cancel the Participant’s Deferral Election for the remainder of the Plan Year in which the Disability occurs effective upon the determination of Disability.

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Section 4

Distributions Upon Retirement

4.1Form of Payment. The Account Balance of a Participant who Retires shall be distributed in a lump sum or in monthly installments over a period of 5, 10 or 15 years, as the Participant shall have elected pursuant to Section 4.2; provided, however, that for purposes of the plan established by Section 6A, the Participant may elect only between receiving distributions in monthly installments over a period of 10 years or 15 years.  Any payment required to be made under this Plan may be made by the Company at any time within sixty (60) days of the payment date specified herein.

4.2Initial Payment Election. Each Participant, in connection with his commencement of participation in the Plan, must elect the manner in which he wishes to have his Account Balance distributed upon Retirement. As part of this election, the Participant shall indicate whether he wishes the lump sum payment to be made or the installment payments to commence (i) on the first business day of the sixth month following the date the Participant Retires, or (ii) on the later of (A) the first business day of the sixth month following the date the Participant Retires or (B) on the second business day of the January next following the date the Participant Retires.  The election shall be made on the form prescribed by the Committee. A Participant must make a separate election with respect to the payment of supplemental deferred compensation pursuant to Section 6A.

4.3Subsequent Payment Election.  A Participant may change his or her election to an allowable alternative method of payment any time or any number of times for the purpose of further deferring or lengthening the period of distribution under this Section 4 provided the following requirements are met:

(a)the election will not take effect until at least twelve months after the date on which the election is made and will not be recognized with respect to payments that would otherwise have commenced during such twelve-month period; and

(b)except for payments made pursuant to Section 5.2 or Section 5.4, the first payment with respect to which such election is made shall be deferred for a period of not less than five years from the date such payment would otherwise have been made.

For purposes of this Section 4.3 and Treasury Regulation Section 1.409A-2(b)(3)(iii), installment payments shall be treated as a series of separate payments.  Any election made under this Section 4.3 shall be irrevocable; provided, however, that it may subsequently be changed by again complying with the requirements of this Section 4.3.

4.4Calculation of Monthly Distributions. If a Participant elects to receive distributions in the form of monthly installments, the distribution shall be made in the form of equal monthly installments adjusted on an annual basis at the beginning of each Plan Year to provide for annual amortization of the remaining Account Balance over the remaining payment period with interest at the Crediting Rate determined in accordance with Section 11.12 hereof for the Plan Year. Each monthly installment shall be one-twelfth of the annual payment.

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Section 5          

Distributions Other than Upon Retirement

5.1Distributions After Lapse of Years.  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 three or more Plan Years as specified in the Election Form.  Any distribution under Section 5.1 shall be made in a lump sum no later than thirty (30) days after the lapse of the number of Plan Years specified in the Election Form [(or, if earlier, at the time provided in Section 4.2, 5.2 or 5.3 of the Plan, as applicable];1 provided, however, that no interest shall be credited on the Account Balance for any period after the last day of the last Plan Year in the lapse period.  [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, 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 first business day of the sixth month following the date the Participant Retires, or (ii) on the later of (A) the first business day of the sixth month following the date the Participant Retires or (B) on the second business day of the January next following the date the Participant Retires. Any change in payment election under this Section 5.1 shall be made on the form prescribed by the Committee not less than twelve months prior to the date on which such payments would otherwise have commenced and shall also comply with the subsequent payment election rules under Section 4.3.]

5.2Distributions Upon Disability or Death of Participant. Upon the Disability or death of a Participant, including a Participant who has commenced receiving distributions of his Account Balance, the Participant’s entire Account Balance shall be distributed to the Participant or, in the case of a deceased Participant, to the Participant’s Beneficiary, in a lump sum. The lump sum distribution shall be paid on the first day of the third month following the determination of the Participant’s Disability or death, as applicable.

5.3           Distributions Upon Termination of Service. In the case of a Participant who has experienced a Termination of Service not occasioned by Retirement, Disability or death, the entire Account Balance of the Participant shall be distributed to the Participant on the later of (A) the first business day of the sixth month following the date on which the Termination of Service occurs or (B) on the second business day of the January next following the date on which the Termination of Service occurs.  Notwithstanding the foregoing, for purposes of the plan established by Section 6A, the Account Balance of a Participant who has experienced a Termination of Service not occasioned by Retirement, Disability or death, shall be distributed in monthly installments over a period of 10 years or 15 years (as elected by the Participant) commencing on the later of (A) the first business day of the sixth month following the date on which the Termination of Service occurs or (B) on the second business day of the January next following the date on which the Termination of Service occurs.

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5.4           In-Service Distributions Upon Unforeseeable Emergency.  At any time prior to the time an amount is otherwise payable hereunder, a Participant may request a cash distribution of all or a portion of his or her Account Balance on account of the Participant’s Unforeseeable Emergency, subject to the following requirements:

(a)A distribution may only be made under this Section 5.4 if the Committee or its delegate determines in its sole discretion that the Participant has incurred an Unforeseeable Emergency consistent with the requirements of Section 409A.

(b)The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case and be based on the information supplied by the Participant, in writing, pursuant to procedures prescribed by the Committee or its delegate.

(c)Distributions made on account of an Unforeseeable Emergency shall in all events be limited to the extent reasonably needed to satisfy the emergency need.

(d)Payment under this Section 5.4 may not be made to the extent that such hardship is or may be relieved:

(i)through reimbursement or compensation by insurance or otherwise,

(ii)by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or

(iii)by cessation of deferrals under the Plan.

In addition to the foregoing, distributions under this Section 5.4 shall not be allowed for purposes of sending a child to college or the Participant’s desire to purchase a home or other residence.

(e)All distributions under this Section shall be made in cash as soon as practicable after the Committee or its delegate has approved the distribution and determined that the requirements of this Section 5.4 have been met.

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Section 6

Additional Deferred Compensation

6.1Additional Deferred Compensation. The Corporation shall pay Additional Deferred Compensation to each Participant in an amount equal to 25% of the Participant's Deferral Amount for such Plan Year, provided, however, that the Additional Deferred Compensation payable to a Participant for any Plan Year shall not exceed an amount equal to 2.5% of the Participant's Base Salary and Bonus (or such lower percentage as the Corporation shall determine) reduced by an amount equal to the maximum matching contribution allowed for the Participant's benefit under the Thrift Plan determined on the assumption that the Participant makes or has made the maximum elective contribution that he is allowed to make under Section 402(g) of the Code and the terms of the Thrift Plan as in effect at the beginning of such Plan Year.  Any Additional Deferred Compensation shall be credited to the Account Balance of the Participant and shall be treated as a Deferral Amount with respect to the Plan Year to which it relates, and, as such, shall be governed by the Deferral Election in effect for that Plan Year. The Additional Deferred Compensation shall be calculated within ninety (90) days after the close of the Plan Year and shall be credited to the Participant’s Account Balance as of January 1 of the succeeding Plan Year to each such Participant employed on said date. Interest shall be credited on said amount thereafter in accordance with Section 3.4.

6.2Other Benefits. This Plan shall supplement and shall not supersede, modify or amend any other plan or program maintained by the Corporation except as may otherwise be expressly provided.

Section 6A

Supplemental Deferred Compensation

6A.1                      Supplemental Deferred Compensation. The Corporation shall pay Supplemental Deferred Compensation to each Participant who is not also a participant in the SERP. The amount of the Supplemental Deferred Compensation shall be ten percent (10%) of the amount by which the Participant’s “W-2 Earnings” (as defined in the Pension Plan) for the most recently concluded fiscal year of the Pension Plan exceed the “Compensation Limit” set forth in Section 401(a)(17) of the Code, as in effect for such year.  The Supplemental Deferred Compensation shall be calculated within ninety (90) days after the close of the Plan Year and shall be credited to the Participant’s Account Balance as of January 1 of the succeeding Plan Year to each such Participant employed on said date. Interest shall be credited on said amount thereafter in accordance with Section 3.4.

6A.2                      Separate Treatment. This Section 6A establishes a separate and distinct plan for the payment of nonqualified deferred compensation, which Plan shall be governed by and administered in accordance with the provisions of this Section and Sections 2.1, 3.4, 3.5, 4.1, 4.2, 4.3, 4.4. 5.2, 5.3, 8, 9, 10, 11, 12 and 13 hereof. By way of example, and not by way of limitation: Supplemental Deferred Compensation and the interest credited on such Compensation shall be credited to a separate account; a Participant shall be entitled to make a separate election as to the distribution of his Account Balance attributable to Supplemental Deferred Compensation.  A Participant in this Supplemental Plan will not be entitled to receive a distribution of his Account Balance attributable to this Plan until the time provided for in Section 4.1, 5.2 or 5.3.  A Participant who is otherwise eligible to receive Supplemental Deferred Compensation hereunder shall be entitled to continue to receive such compensation even though the Participant does not elect to make deferrals in accordance with Section 3 hereof.

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Section 7

Cash Out of Account Balances under the Plan

Notwithstanding any election by a Participant under the Plan to receive distributions in monthly installments, if the entire Account Balance of a Participant under the Plan (including any Account Balance established under Section 6A of the Plan) is equal to or less than $50,000 at the time of the Participant’s Termination of Service, the entire Account Balance of such Participant shall be distributed in a single lump sum to such Participant on the first business day of the sixth month following the date on which the Termination of Service occurs.

Section 8

Beneficiary Designation

8.1Beneficiary. Each Participant shall have the right, at any time, to designate a Beneficiary (both primary as well as contingent) to receive any distributions of the Participant's Account Balance upon the death of the Participant.

8.2Beneficiary Designation. A Participant shall designate his Beneficiary by completing the Beneficiary Designation Form, and returning it to the Committee. A Participant shall have the right to change his Beneficiary Designation by completing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all prior Beneficiary designations shall be cancelled. No designation or change in designation of a Beneficiary shall be effective until received and accepted by the Committee. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his death except to the extent superseded by any applicable law or court order.  For purposes of the Plan, an electronic transmission shall constitute a writing.

8.3Failure to Designate Beneficiary. If a Participant fails to designate a Beneficiary as provided above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s Account Balance, then the Participant’s designated Beneficiary shall be deemed to be his surviving spouse. If the Participant has no surviving spouse, the Participant’s Account Balance shall be distributed to the executor or personal representative of the Participant's estate.

8.4Doubt as to Beneficiary. If reasonable doubt exists as to who is the Beneficiary (or Beneficiaries) to receive payments pursuant to this Plan, the Committee shall have the right to pay the Account Balance into escrow or to file an interpleader action to determine who should receive payment of the Account Balance.

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Section 9

Termination or Amendment

9.1Termination. The Board reserves the right, at any time, to terminate the Plan as to any future deferrals or to terminate the Plan in its entirety.  In the event that the Plan is terminated, (a) all Account Balances shall be distributed in the manner and at the time prescribed in Sections 4 and 5 above, (b) Kaman Corporation shall establish the trust referred to in Section 13.1 and (c) such trust such be funded in an amount not less than the aggregate Account Balances of all Participants on the date of the plan termination. To the extent applicable, such distribution may be made pursuant to a termination and liquidation of the Plan in accordance with the appropriate provisions of Treasury Regulation Section 1.409A-3(j)(4)(ix).

9.2Amendment. The Board may amend the Plan at any time, in whole or in part; provided, however, that no amendment shall be effective to (i) reduce a Participant’s Account Balance in existence on the effective date of the amendment or the Corporation's obligation to fund or distribute such Account Balance in the event of a termination of the Plan, or (ii) reduce the Crediting Rate on any Account Balance existing on the effective date of the amendment. A change in the time for determining the Crediting Rate shall not be considered to be a reduction in the Crediting Rate. In the event of a Change in Control, the additional restrictions on amendment set forth in Section 13.2 shall also apply. The Board may delegate the authority to amend the Plan to a committee of the Board or to the Committee.

Section 10

Administration

10.1Committee Duties. This Plan shall be administered by the Committee, which shall have the discretion and authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. Members of the Committee may be Participants under this Plan, provided, however, that no Committee member shall participate in any decision in which he has an interest other than an interest as a participant in the Plan generally. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

10.2Agents. The Committee may, from time to time, (i) employ agents and delegate to them such administrative duties as it sees fit and (ii) consult with counsel who may be counsel to the Corporation.  Where appropriate, references in the Plan to the Committee include references to the Committee’s agents and designees.

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10.3Indemnity of Committee. The Corporation shall indemnify and hold harmless the members of the Committee, or any of its agents, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct.

10.4Information Requirement. The Corporation shall supply full and timely information to the Committee on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Service of any Participant, and such other pertinent information as the Committee may reasonably require in order to enable the Committee to perform its functions.

10.5Claims Procedures. A Participant shall only be entitled to make a claim for benefits under the Plan in accordance with the procedures set forth in Appendix A to the Plan.  A determination or action of the Committee with respect to the administration of the Plan shall be final, conclusive and binding on all persons interested herein.

Section 11

Definitions

For purposes of this Plan, the following phrases or terms shall have the following indicated meanings, unless the context requires otherwise:

11.1“Account Balance” means, as to each Participant, the sum of (i) all amounts of Base Salary and/or Bonus deferred by the Participant pursuant to this Plan plus (ii) any additional deferred compensation payable pursuant to Section 6.1, plus (iii) all interest credited thereon in accordance with the applicable interest crediting provisions of the Plan, less (iv) any distributions to the Participant or his Beneficiary. For purposes of the Plan established by Section 6A, “Account Balance” means the sum of (i) all amounts of Supplemental Deferred Compensation, plus (ii) all interest credited thereon in accordance with the applicable interest crediting provisions of the Plan, less (iii) any distributions to the Participant or his Beneficiary. These accounts shall be bookkeeping entries only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to Participant-pursuant to this Plan.

11.2“Additional Deferred Compensation” means the deferred compensation payable to a Participant pursuant to Section 6.1.

11.3“Base Salary” means a Participant's salary from the Corporation, inclusive of any elective deferrals made under this Plan or any other plan of the Corporation.

11.4“Beneficiary” means one or more persons, trusts, estates or other entities, designated in accordance with Section 8, that are entitled to receive payments under this Plan after the death of a Participant.

11.5“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

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11.6“Beneficiary Designation Form” means the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

11.7“Board” means the Board of Directors of Kaman Corporation.

11.8“Bonus” means the cash incentive compensation that may be awarded to a Participant under the Kaman Corporation Cash Bonus Plan or any successor plan, inclusive of any elective deferrals made under this Plan or any other plan of the Corporation.

11.9“Code” means the Internal Revenue Code of 1986, as amended from time to time.

11.10“Committee” means a committee of persons appointed by the Board or the Personnel and Compensation Committee of the Board to administer the Plan from time to time, which Committee shall initially consist of the Chief Executive Officer, Chief Financial Officer, and Vice President - Human Resources of the Corporation.

11.11“Corporation” means Kaman Corporation, a Connecticut corporation, and, where the context requires, each of its Subsidiaries or the particular corporation that employs the Participant.

11.12“Crediting Rate” means, for each Plan Year, that rate of interest equal to 120% of the applicable federal long-term rate compounded monthly (as prescribed under Section 1274(d) of the Code) in effect for the month of October prior to the beginning of the applicable Plan Year.

11.13“Deferral Amount” means that portion of a Participant's Base Salary and/or Bonus that the Participant elects to defer in accordance with Section 3.

11.14“Deferral Election” means a Participant’s election to defer a portion of his Base Salary and/or Bonus as provided in Section 3 for a particular Plan Year.

11.15“Disability” means a condition: (a) which causes a Participant to be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which can be expected to last for a continuous period of not less than twelve months; or (b) which results in a Participant receiving, by reason of any medically determinable physical or mental impairment that can be expected to result in death or which can be expected to last for a continuous period of not less than twelve months, income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Corporation.  Disability shall be deemed to exist only when a written application has been filed with the Committee by or on behalf of the Participant and, with respect to a condition described in subsection (a) above, when such Disability is certified to the Committee by a licensed physician approved by the Committee.  The existence of a Disability shall be determined in accordance with the requirements of Section 409A.

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11.16“Effective Date” means January 1, 2005.

11.17“Election Form” means the form prescribed from time to time by the Committee that a Participant must use to make a Deferral Election under the Plan.

11.18“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

11.19“Merger” means a merger, share exchange, consolidation or similar business combination under applicable law.

11.20“Participant” means any employee of the Corporation (i) who is selected to participate in the Plan by the Board in accordance with Section 2.1, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form, and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who satisfies any other enrollment requirements that may be established by the Committee, (vi) who commences participation in the Plan, and (vii) whose Plan Agreement has not terminated. “Participant,” with respect to the Supplemental Plan established by Section 6A, means any employee of the Corporation who is selected to participate in the Supplemental Plan by the Board in accordance with Section 2.1 and who satisfies any other enrollment requirements that may be established by the Committee; provided, however, that the term shall not include any person who is entitled by contract to receive a payment in lieu of the supplemental deferred compensation provided for in Section 6A, including, but not limited to, retirement benefits in addition to those provided under the Pension Plan.  Nevertheless, “Participant” in the Supplemental Plan established by Section 6A shall also include an employee who terminates participation in the SERP without being eligible after such termination to again participate in the SERP and who then participates in the Plan.  Where the context requires, the term “Participant” shall also mean an employee or former employee who previously participated on an active basis and who still has a positive Account Balance.

11.21“Payroll Taxes” means any tax imposed on compensation paid to a Participant that an employer is required to collect from the Participant including, but not limited to, any employee contributions for old age, survivors and disability insurance or hospital insurance.

11.22“Pension Plan” means the Kaman Corporation Employees Pension Plan, as amended from time to time.

11.23“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) Kaman Corporation or any of its direct or indirect Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of Kaman Corporation or its Subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of Kaman Corporation in substantially the same proportions and with substantially the same voting rights as their ownership and voting rights with respect to Kaman Corporation.

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11.24“Plan” means the Kaman Corporation Post-2004 Deferred Compensation Plan.

11.25“Plan Agreement” means the written agreement, as it may be amended from time to time, that is entered into by and between the Corporation and a Participant. Each Plan Agreement executed by a Participant shall provide for the entire benefit to which such Participant is entitled to under the Plan, and the Plan Agreement bearing the latest date of acceptance by the Committee shall govern such entitlement.

11.26“Plan Year” means the calendar year.

11.27“Prior Plan” means the Kaman Corporation Deferred Compensation Plan, as amended on November 12, 2002.

11.28“Retirement”, “Retires” or “Retired” means a Participant’s Termination of Service on or after attaining age 55.

11.29“SERP” means the Kaman Corporation Post-2004 Supplemental Employees' Retirement Plan, as amended.

11.30“Subsidiary” shall mean any corporation within the meaning of Section 424(f) of the Code.

11.31“Supplemental Deferred Compensation” means the deferred compensation payable to a Participant pursuant to Section 6A.1.

11.32“Termination of Service” means the termination of the Participant’s employment with the Corporation.  For avoidance of doubt, “Corporation” for purposes of this definition means Kaman Corporation and each of its Subsidiaries.  Whether a Separation from Service takes place is determined in accordance with the requirements of Section 409A based on the facts and circumstances surrounding the termination of the Participant’s employment and whether the Corporation and the Participant intended for the Participant to provide significant services for the Corporation following such termination. A Separation from Service will not have occurred if the Participant continues to provide services as an employee of the Corporation at an annual rate that is fifty percent or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period).

The Participant’s employment relationship will be treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave of absence does not exceed six months, or if longer, so long as the Participant’s right to reemployment with the Corporation is provided either by statute or by contract. If the period of leave exceeds six months and there is no right to reemployment, a Termination of Service will be deemed to have occurred as of the first date immediately following such six month period.

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11.33“Thrift Plan” means the Kaman Corporation Thrift and Retirement Plan.

11.34“Unforeseeable Emergency” means an unanticipated emergency that is caused by an event beyond the control of the Participant and that would result in severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a Participant’s dependent (as defined in Section 152 of the Code without regard to Section 152(b)(1), (b)(2), and (d)(1)(B) of the Code), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.

Section 12

Miscellaneous

12.1Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Corporation. Any and all of the Corporation’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Corporation. The Corporation’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. The Corporation intends to establish a trust for the purposes of providing Participants with assurance that the Corporation's obligations under this Plan will be honored. Under the terms of the trust, however, any assets placed in trust shall continue to be available to the creditors of the Corporation in the event of the Corporation's bankruptcy or insolvency, and, accordingly, the rights of Participants, and their Beneficiaries, heirs, successors and any other person claiming by or through them, shall be and remain those of an unsecured general creditor notwithstanding the establishment of such a trust. It is the intention of the Corporation that the Plan be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (”ERISA”).

12.2Corporation’s Liability. The Corporation shall have no obligation to a Participant or his Beneficiary under the Plan except as expressly provided in the Plan and the Participant’s Plan Agreement.

12.3Nonassignability. A Participant’s rights, and the rights of any Beneficiary or other person hereunder, to benefit payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant, the Participant's Beneficiary, or any such other person. Accordingly, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency.

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12.4Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Corporation and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Corporation, or to interfere with the right of the Corporation to discipline or discharge the Participant at any time.

12.5Furnishing Information. As a condition to participation, each Participant  agrees to cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan, including but not limited to taking such physical examinations as the Committee may deem necessary.

12.6Terms. Whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. Any reference to the masculine gender shall be deemed to include the feminine gender as well.

12.7Captions. The captions in the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

12.8Governing Law. The provisions of this Plan shall be construed and interpreted according to the laws of the State of Connecticut.

12.9Notice. Any notice or filing required or permitted to be given to a Participant under this plan shall be sufficient if in writing and hand delivered or sent by mail to the last known address of the Participant. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to:

Kaman Corporation

P.O. Box 1

Bloomfield, CT 06002

Attention: Deferred Compensation Plan Committee

Such notice shall be deemed given as of the date of hand delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

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12.10Successors. The provisions of this Plan shall bind and inure to the benefit of the Corporation and its successors and assigns and the Participant, the Participant's Beneficiaries, and their permitted successors and assigns.

12.11Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

12.12Incompetency. If a distribution under this Plan is payable (i) to a minor, or (ii) to a person the Committee determines in its discretion to be incompetent or incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person.

12.13Distribution in the Event of Taxation. If, for any reason, all or any portion of a Participant’s benefit under this Plan becomes taxable to the Participant prior to receipt due to noncompliance with Section 409A, a Participant may request that the Committee distribute a portion of the Participant's Account Balance not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A.

12.14Effect of Payment. The full payment of a Participant’s Account Balance to the person the Committee determines is the proper person to receive the distribution shall completely discharge all obligations to the Participant under this Plan and the Participant's Plan Agreement shall terminate.

Section 13

Change in Control

13.1Contributions to Rabbi Trust.  In the event of a Change in Control, as defined herein, the Corporation shall have the obligation to make contributions to the Kaman Corporation Deferred Compensation Plan Trust Agreement Number 2, and shall make contributions to the Trust in cash, in an amount sufficient to cause the Trust Fund to equal at least the amount of all benefits accrued under the Plan for Participants and beneficiaries thereof as of the Change in Control. Such contribution shall be made on or before the occurrence of such Change in Control.  Thereafter, on at least an annual basis (the “valuation date”), the Corporation shall have the obligation to make additional contributions to the Kaman Corporation Deferred Compensation Plan Trust Agreement Number 2, and shall make such additional contributions to the Trust in cash, in an amount sufficient to cause the Trust Fund to equal at least the amount of all benefits accrued under the Plan for Participants and beneficiaries thereof as of such valuation date. Any such contribution shall be made within ten (10) days of such valuation date. The first valuation date must be at or within twelve (12) months of the date the Change in Control occurred.

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13.2Restrictions on Amendment. In the event of a Change in Control, as defined herein, then in addition to any other protections provided in Section 9.2, the Plan may not be amended in any way that would have an adverse effect upon the calculation or payment of the benefits hereunder of any current Participant or any Participant receiving distributions which have accrued as of the date of such amendment.

13.3Change in Control Defined.  For purposes of this Plan, “Change in Control” shall mean the first to occur of the following events:2

(a)any Person is or becomes the Beneficial Owner directly or indirectly, of securities of the Corporation representing thirty-five (35%) or more of the combined voting power of the Corporation’s then outstanding voting securities generally entitled to vote in the election of directors of the Corporation; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Corporation or a transaction described in paragraph (i) of subsection (c) below;

(b)during any period of two consecutive years, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Board”) cease to constitute at least a majority of the Board; provided, that any person becoming a director of the Corporation subsequent to the beginning of such period whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation and whose appointment or election was not approved by at least a majority of the directors of the Corporation in office immediately before any such contest;

(c)there is consummated a Merger of the Corporation with any other business entity, other than (i) a Merger which would result in the securities of the Corporation generally entitled to vote in the election of directors of the Corporation outstanding immediately prior to such Merger continuing to represent (either by remaining outstanding or by being converted into such securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding such securities under an employee benefit plan of the Corporation or any Subsidiary, at least 50% of the combined voting power of the voting securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such Merger, generally entitled to vote in the election of directors of the Corporation or such surviving entity or any parent thereof and, in the case of such surviving entity or any parent thereof, of a class registered under Section 12 of the Exchange Act, or (ii) a Merger effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing 35% or more of the combined voting power of the Corporation’s then outstanding voting securities generally entitled to vote in the election of directors of the Corporation; or

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(d)the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity where the outstanding securities generally entitled to vote in the election of directors of the Corporation immediately prior to the transaction continue to represent (either by remaining outstanding or by being converted into such securities of the surviving entity or any parent thereof) 50% or more of the combined voting power of the outstanding voting securities of such entity generally entitled to vote in such entity ’s election of directors immediately after such sale and of a class registered under Section 12 of the Exchange Act.

“Corporation” for purposes of this Section 13.3 shall refer only to Kaman Corporation.  Notwithstanding anything to the contrary in this Section 13.3, any event or transaction that is treated as a “management buyout” in any agreement between Kaman Corporation and any of its executive officers shall not be treated as a Change in Control under this Plan.

IN WITNESS WHEREOF, Kaman Corporation has caused the Kaman Corporation Post-2004 Deferred Compensation Plan to be executed on its behalf by its duly authorized officer this 27th day of February, 2008.

ATTEST:		KAMAN CORPORATION
/s/ Candace A. Clark	By:	/s/ Robert M. Garneau
Candace A. Clark		Robert M. Garneau
Senior Vice President, Chief Legal Officer and Secretary	Its:	Executive Vice President  and Chief Financial Officer

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APPENDIX A

CLAIMS PROCEDURE

1.Application for Benefits. The Participant (or, in the case of the Participant’s death, the Participant’s Beneficiary) shall apply in writing to the Committee for benefits under the Plan.

2.Review of Application for Benefits. The Committee shall notify a Participant in writing, within 90 days of the receipt of a written application for benefits, of such Participant’s eligibility or ineligibility for benefits under the Plan.

3.Review of Denied Claim. If the Committee determines that a Participant is not eligible for any benefits or for full benefits, the notice described in paragraph 2 above shall set forth the following:

(a)           the specific reasons for such denial;

(b)           a specific reference to the provisions of the Plan on which the denial is based; a description of any additional information or material necessary for the claimant to perfect a claim and a description of why it is needed; and

(c)           an explanation of the Plan’s claim review procedure and other appropriate information as to the steps to be taken if the Participant or Beneficiary wishes to have the claim reviewed.

The Participant shall have the right to review pertinent documents.

If the Committee determines that there are special circumstances requiring additional time to make a decision, the Committee shall notify the Participant of the special circumstances and the date by which a decision is expected to be made and may extend the time for up to an additional 90 days.

If a Participant is determined by the Committee to be ineligible for benefits, or if the Participant believes that he or she is entitled to greater or different benefits, the Participant shall have the opportunity to have such claim reviewed by the Committee by filing a petition for review with the Committee within 60 days after receipt of the notice issued by the Committee. Such petition shall state the specific reasons the Participant believes he or she is entitled to greater or different benefits. Within 60 days after receipt by the Committee of such petition, the Committee shall afford the Participant an opportunity to present his or her position to the Committee orally or in writing. The Committee shall notify the Participant of its decision in writing within the 60-day period, stating specifically the basis of its decision written in a manner calculated to be understood by the Participant and the specific provisions of the Plan on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, such period may be extended for up to another 60 days, but notice of this extension must be given to the Participant within the first 60-day period.

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4.           Exhaustion/Limitation of Actions. A claimant shall comply with the claims procedure set forth in paragraph 3 above prior to filing any action in federal or state court with respect to a claim. Any provision of the Plan to the contrary notwithstanding, a claimant shall be barred from filing any action in federal or state court with respect to a claim if such action is not filed within one year from the date the Committee denies, or is deemed to deny, the claim on review in accordance with paragraph 3 above.

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EX-99.1

Exhibit 99.1

Kaman Corporation Bloomfield, CT 06002 (860) 243-7100	NEWS

  NEAL J. KEATING NAMED CHAIRMAN OF KAMAN CORP.

BLOOMFIELD, Conn. (February 27, 2008) – Kaman Corp. (NASDAQ-GS:KAMN) today announced that, effective March 1, 2008, Neal J. Keating will become chairman of the board of directors in addition to his role as president and chief executive officer of the company.  As chairman, he will succeed Paul R. Kuhn, who begins his planned retirement on that date.

“I feel fortunate to have the opportunity to lead Kaman at a time of such great opportunity,” Keating said.  “Paul and his team have led a fundamental transformation of the company and my top priority is to build on the accomplishments of recent years and maintain the company’s strong positive momentum.  We will also leverage our unique company culture that still reflects many of the principles of the company’s founder, Charles H. Kaman.  Vision, innovation, excellence and teamwork are at the core of the Kaman way of doing business, and I am looking forward to tapping into these resources and the strong base Paul has put in place to continue to build a more successful company.   We all thank Paul for his outstanding service to Kaman and wish him well in his retirement.”

Kuhn said, “It has been my privilege to lead this company for nearly nine years and I leave knowing it is in the very capable of hands of Neal and his management team.  I believe that under their leadership, along with the highly dedicated group of employees they direct, the company will continue its growth momentum in the years ahead.”

Keating, 52, joined Kaman as president and chief operating officer on September 17, 2007, and on January 1, 2008, became president and chief executive officer of the company. Prior to joining Kaman, he was chief operating officer of Hughes Supply, a $5.4 billion wholesale distribution business that was acquired by Home Depot.  Prior to that he was managing director and chief executive officer at GKN Aerospace while serving as an executive director on the main board of GKN plc, and as a member of the board of directors of Agusta-Westland.  He started his career with Rockwell Automation, rising over a 24-year period to the position of executive vice president and chief operating officer of Rockwell Collins Commercial Systems.

A native of Illinois, Keating received his bachelor’s degree in electrical engineering from the University of Illinois in 1977 and his Executive MBA from the University of Chicago in 1988.

Kaman Corp., headquartered in Bloomfield, Conn., conducts business in the aerospace and industrial distribution markets.

###

Contact:

Russell H. Jones

SVP, Chief Investment Officer & Treasurer

(860) 243-6307

Russell.Jones@kaman.com

EX-99.2

Exhibit 99.1

Kaman Corporation Bloomfield, CT 06002 (860) 243-7100	NEWS

THOMAS W. RABAUT NAMED TO KAMAN BOARD OF DIRECTORS

BLOOMFIELD, Conn. (February 27, 2008) – Kaman Corp. (NASDAQ-GS:KAMN) today announced that Thomas Rabaut has been named to the company’s Board of Directors, effective March 1, 2008.

Mr. Rabaut, 59, recently retired as President of BAE Systems Land & Armaments of Arlington, Virginia, a $3.7 billion global leader in the design, development and production of combat vehicles, artillery systems, naval guns, missile launchers and precision munitions.

A graduate of the United States Military Academy, West Point (BS), and the Harvard Graduate School of Business Administration (MBA), Mr. Rabaut started his industrial career with FMC Corporation in 1977, following his military service.  At FMC, he held a variety of operational leadership positions, becoming VP and General Manager of the FMC Defense Systems Group in 1993.  The business was renamed United Defense LP in 1994 and was acquired by the Carlyle Group in 1997, at which time he became President and CEO.  In 2005, United Defense LP was purchased by BAE Systems plc, and he was appointed as the first president of the BAE Systems Land and Armaments Group, a position he held until his retirement.   Mr. Rabaut currently serves as a board member of CYTEC Industries, Inc. and Burdeshaw and Associates; and as a senior advisor with the Carlyle Group.

Neal J. Keating, Kaman President and CEO, said: “Tom Rabaut brings extensive global experience and strong operating skills to Kaman Corporation.   I am very pleased to welcome him to our board, and look forward to working with him as the company builds on the accomplishments of recent years.”

Kaman Corp., headquartered in Bloomfield, Conn., conducts business in the aerospace and industrial distribution markets.

###

Contact:

Russell H. Jones

SVP, Chief Investment Officer & Treasurer

(860) 243-6307

Russell.Jones@kaman.com