TRUST AGREEMENT

                                     
          AGREEMENT made this 31st day of December, 1996, by and
     between Dynamics Corporation of America ("Company") and Bank of
     Boston Connecticut ("Trustee");

          WHEREAS, the Company has adopted three identical
     nonqualified deferred compensation plans with its President, 
     Andrew Lozyniak and its Vice Presidents, Patrick J. Dorme and
     Henry V. Kensing, which are incorporated in subparagraph SECOND
     G. of the employment contracts with each of such officers dated
     February 1, 1996 ("Plans"); a copy of said subparagraph SECOND G
     is attached hereto as Appendix 1;

          WHEREAS, the Company has incurred and expects to incur
     liability under the terms of the Plans with respect to the
     officers participating therein and referred to above
     ("Participants");

          WHEREAS, the Company wishes to establish a trust
     (hereinafter called "Trust") and to contribute to the Trust
     assets that shall be held therein, subject to the claims of the
     Company's creditors in the event of the Company's Insolvency, as
     herein defined, until paid to the Participants and their
     beneficiaries in such manner and at such times as specified in
     the Plans;

          WHEREAS, it is the intention of the parties that this Trust
     shall constitute an unfunded arrangement and shall not affect the
     status of the Plans as unfunded plans maintained for the purpose
     of providing deferred compensation for a select group of
     management or highly compensated employees for purposes of Title
     I of the Employee Retirement Income Security Act of 1974;

          WHEREAS, it is the intention of the Company to make
     contributions to the Trust to provide the Company with a source
     of funds to assist it in meeting its liabilities under the Plans;

          NOW, THEREFORE, the parties do hereby establish the Trust
     and agree that the Trust shall be comprised, held and disposed of
     as follows:

          SECTION 1. ESTABLISHMENT OF TRUST.

          (a) The Company hereby deposits with the Trustee in trust
     $1,000.00  in cash, which shall become the principal of the Trust
     to be held, administered and disposed of  by the Trustee as
     provided in this Trust Agreement.

          (b) The Trust hereby established shall be irrevocable.

          (c) The Trust is intended to be a grantor trust, of which
     the Company is the grantor, within the meaning of subpart E, part
     I, subchapter J, chapter 1, subtitle A of the Internal Revenue
     Code of 1986, as amended, and shall be construed accordingly.

          (d) The principal of the Trust and any earnings thereon
     shall be held separate and apart from other funds of the Company
     and shall be used exclusively for the uses and purposes of
     Participants and their beneficiaries and general creditors as
     herein set forth.  Participants and their beneficiaries shall
     have no preferred claim on, or any beneficial ownership interest
     in, any assets of the Trust.  Any rights created under the Plans
     and this Trust Agreement shall be mere unsecured contractual
     rights of Participants and their beneficiaries against the
     Company.  Any assets held by the Trust will be subject to the
     claims of the Company's general creditors under federal and state
     law in the event the Company becomes Insolvent, as defined in
     Section 3(a) herein.

          (e) The Company, in its sole discretion, may at any time, or
     from time to time, make additional deposits of cash or shares of
     common stock of the Company or other property in trust with the
     Trustee to augment the principal to be held, administered and
     disposed of by the Trustee as provided in this Trust Agreement.
     Neither the Trustee nor any Participant or beneficiary shall have
     any right to compel such additional deposits.

          (f) Upon a Change of Control, as defined herein, the Company
     shall, as soon as possible, but in no event later than ten (10)
     days following the Change of Control, as defined herein, make an
     irrevocable contribution to the Trust in an amount that is
     sufficient to pay each Participant or beneficiary the benefits to
     which Participants or their beneficiaries would be entitled
     pursuant to the terms of the Plans as of the date on which the
     Change of Control occurred.

          (g) On or before December 31, 2000, the Company shall be
     required to irrevocably deposit additional cash or other property
     to the Trust in an amount sufficient to pay each Participant or
     beneficiary the benefits payable pursuant to the terms of the
     Plans as of January 31, 2001.

          SECTION 2.  PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES.

          (a) In and for each calendar quarter while this Trust
     Agreement is in effect (and not later than the tenth day of the
     first month in each such calendar quarter), the Company hereby
     authorizes its actuaries Foster Higgins ("Foster Higgins") to
     deliver to the Trustee and to the Company a schedule (the
     "Payment Schedule") that indicates the amounts payable in respect
     of each Participant (and his beneficiaries) as of the last day of
     the most recent calendar quarter, the form in which such amount
     is to be paid (as provided for or available under the Plans), and
     the earliest time for payment of such amounts to the Participant
     under the Plans, and to deliver a copy of the Payment Schedule to
     each Participant (which copy may delete information relating to
     other Participants) at the same time Foster Higgins delivers such
     Payment Schedule to the Trustee and the Company. Foster Higgins
     shall also advise the Trustee in writing of amounts to be
     withheld in respect of any federal, state and local taxes from
     payments of benefits made by Trustee to Participants and their
     beneficiaries hereunder with each delivery of a Payment Schedule
     as above provided.  Upon receipt of an affidavit executed by a
     Participant in the form attached hereto as Exhibit A and
     presented at the Trustee's office located at  One Landmark
     Square, Stamford, Connecticut, and except as otherwise provided
     herein, the Trustee shall make payment of benefits to the
     Participant and his beneficiaries in accordance with the then
     most recent Payment Schedule received by the Trustee from Foster
     Higgins out of the assets of the Trust to the extent there are
     sufficient assets in the Trust to make such payment.  The Trustee
     shall make such payment in cash and as soon as is practicable
     after presentation of the affidavit by the Participant.  Any
     shares of the common stock of the Company then held in the Trust
     may be offered for sale to the Company or to any other
     prospective purchasers as the Trustee in its discretion shall see
     fit. The Trustee shall also make provision for the reporting and
     withholding of any federal, state and local taxes to be withheld
     with respect to the payment of benefits pursuant to the terms of
     the Plans as specified in such written advice from Foster
     Higgins, and shall pay amounts withheld to the appropriate taxing
     authorities.  In the event the Trustee shall not have received
     such a written advice regarding the withholding of taxes, the
     Trustee may assume that no federal, state or local taxes are
     required to be withheld by the Trustee with respect to the
     payment of the benefits to the Participant submitting the
     affidavit as above provided.

          (b) The Company may make payment of benefits directly to
     Participants or their beneficiaries as they become due under the
     terms of the Plans and, in such event, the Company shall notify
     the Trustee that it has made such a payment of benefits directly
     prior to the time amounts are payable to Participants or their
     beneficiaries by the Trustee as provided in (a) above.  In
     addition, if the principal of the Trust, and any earnings
     thereon, are not sufficient to make payments of benefits in
     accordance with the terms of the Plans, the Company shall make
     the balance of each such payment when due; the Trustee shall
     notify the Company and the Participants when the principal and
     earnings are not sufficient as aforesaid.

          SECTION 3.  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS WHEN
                      COMPANY IS INSOLVENT.

          (a) The Trustee shall cease payment of benefits to
     Participants and their beneficiaries if the Company is Insolvent.
     The Company shall be considered "Insolvent" for purposes of this
     Trust Agreement if (i) the Company is unable to pay its debts as
     they become due, or (ii) the Company is subject to a pending
     proceeding as a debtor under the United States Bankruptcy Code.

          (b) At all times during the continuance of this Trust, as
     provided in Section 1(d) hereof, the principal and income of the
     Trust shall be subject to claims of general creditors of the
     Company under federal and state law as set forth below.

          (1) The Board of Directors and the Chief Executive Officer
     of the Company shall have the duty to inform the Trustee in
     writing if and when the Company has become Insolvent.  If a
     person claiming to be a creditor of the Company alleges in
     writing to the Trustee that the Company has become Insolvent, the
     Trustee shall determine whether the Company is Insolvent and,
     pending such determination, the Trustee shall discontinue payment
     of benefits to Participants or their beneficiaries.

          (2) Unless the Trustee has actual knowledge that the Company
     is Insolvent, or has received notice from the Company or a person
     claiming to be a creditor alleging that the Company is Insolvent,
     the Trustee shall have no duty to inquire whether the Company is
     Insolvent.  The Trustee may in all events rely on such evidence
     concerning the Company's solvency as may be furnished to the
     Trustee and that provides the Trustee with a reasonable basis for
     making a determination concerning the Company's solvency.

          (3) If at any time the Trustee has determined that the
     Company is Insolvent, the Trustee shall discontinue payments to
     Participants or their beneficiaries and shall hold the assets of
     the Trust for the benefit of the Company's general creditors.
     Nothing in this Trust Agreement shall in any way diminish any
     rights of Participants or their beneficiaries to pursue their
     rights as general creditors of the Company with respect to
     benefits due under the Plans or otherwise.

          (4) The Trustee shall resume the payment of benefits to
     Participants or their beneficiaries in accordance with Section 2
     of this Trust Agreement only after the Trustee has determined
     that the Company is not Insolvent (or is no longer Insolvent).

          (c) Provided that there are sufficient assets, if the
     Trustee discontinues the payment of benefits from the Trust
     pursuant to Section 3(b) hereof and subsequently resumes such
     payments, the first payment following such discontinuance shall 
     include the aggregate amount of all payments due to Participants
     or their beneficiaries under the terms of the Plans for the
     period of such discontinuance, less the aggregate amount of any
     payments made to Participants or their beneficiaries by the
     Company in lieu of the payments provided for hereunder during any
     such period of discontinuance.

          SECTION 4. PAYMENTS TO COMPANY.

          Except as provided in Section 3 hereof, the Company shall
     have no right or power to direct the Trustee to return to the
     Company or to divert to others any of the Trust assets before all
     payment of benefits have been made to Participants and their
     beneficiaries pursuant to the terms of the Plans.

          SECTION 5. INVESTMENT AUTHORITY.

          (a) The Trustee may invest in securities (including stock or
     rights to acquire stock) or obligations issued by the Company.
     Subject to the restrictions hereinafter provided, the Trustee
     shall have and may exercise all of the usual and customary
     investment powers conferred upon trustees under the laws of the
     United States and the State of Connecticut with respect to the
     assets of the Trust that are not then subject to the investment
     authority of the Company or an investment manager appointed
     pursuant to Section 5(b) hereof.  All investment authority herein
     delegated to the Trustee with respect to the assets of the Trust
     shall be exercised by the Trustee in accordance with written
     investment guidelines from time to time adopted or amended by the
     Company and delivered to the Trustee, and shall in no event be
     exercisable by or rest with the Participants, except that voting
     rights with respect to Trust assets will be exercised by the
     Company.

          (b) The Company may, at any time, designate one or more
     persons or entities (including the Company) to serve as an
     investment manager with the power and authority to direct the
     investment of such portion of the assets of the Trust as the
     Company shall designate.  In the event the Company so designates
     itself or an investment manager, the investment powers of the
     Trustee described in Section 5(a) with respect to the assets of
     the Trust assigned to the Company or an investment manager shall
     be exercisable by the Trustee only at the direction of the
     Company or such investment manager, as the case may be.
     Notwithstanding such designation, the Trustee shall retain the
     custody of all of the assets of the Trust.  Upon such designation
     of the Company or an investment manager as provided herein, the
     Trustee shall not thereafter be liable or responsible for the
     investment and reinvestment of the portion of the assets of the
     Trust subject to the investment authority of the Company or such
     investment manager, as the case may be, and the Trustee may rely
     upon and shall be fully protected with respect to any action
     taken or omitted with respect to such assets in reliance on any
     information, statement or certificate delivered to the Trustee by
     the Company or such investment manager with respect to any matter
     regarding such assets.

          (c) The Company shall have the right, at any time and from
     time to time in its sole discretion, to substitute assets of
     equal fair market value for any asset held by the Trust.  This
     right is exercisable by the Company in a nonfiduciary capacity 
     without the approval or consent of any person in a fiduciary
     capacity.

          SECTION 6. DISPOSITION OF INCOME.

          During the term of this Trust, all income received by the
     Trust, net of expenses and taxes, shall be accumulated and
     reinvested.

          SECTION 7. ACCOUNTING BY TRUSTEE.

          The Trustee shall keep accurate and detailed records of all
     investments, receipts, disbursements, and all other transactions
     required to be made, including such specific records as shall be 
     agreed upon in writing between the Company and the Trustee.
     Within forty-five (45) days following the close of each calendar
     year and within fifteen (15) days after the removal or
     resignation of the Trustee, the Trustee shall deliver to the
     Company a written account of its administration of the Trust
     during such year or during the period from the close of the last
     preceding year to the date of such removal or resignation,
     setting forth all investments, receipts, disbursements and other
     transactions effected by it, including a description of all
     securities and investments purchased and sold with the cost or
     net proceeds of such purchases or sales (accrued interest paid or
     receivable being shown separately), and showing all cash,
     securities and other property held in the Trust at the end of
     such year or as of the date of such removal or resignation, as
     the case may be.

          SECTION 8. RESPONSIBILITY OF TRUSTEE.

          (a) The Trustee shall act with the care, skill, prudence and
     diligence under the circumstances then prevailing that a prudent
     person acting in like capacity and familiar with such matters
     would use in the conduct of an enterprise of a like character and
     with like aims, provided, however, that the Trustee shall incur
     no liability to any person for any action taken pursuant to a
     direction, request or approval given by the Company which is
     contemplated by, and in conformity with, the terms of the Plans
     or this Trust Agreement and is given in writing by the Company.
     In the event of a dispute between the Company and the Trustee or
     any Participant or beneficiary, the Trustee may apply to a court
     of competent jurisdiction to resolve the dispute.

          (b) The Company shall indemnify and hold harmless the
     Trustee for any liability or expenses, including without
     limitation advances for or prompt reimbursement of reasonable
     fees and expenses of counsel and other agents retained by it,
     incurred by the Trustee with respect to holding, managing,
     investing or otherwise administering the Trust, other than
     liability or expenses arising out of, related to or caused by
     negligence or willful misconduct on the part of the Trustee, its
     officers, employees or agents or their violation of the terms of
     this Trust Agreement.  If the Company does not pay such costs,
     expenses and liabilities in a reasonably timely manner, the
     Trustee may obtain payment from the Trust.

          (c) The Trustee may consult with legal counsel (who may also
     be counsel for the Company generally) with respect to any of its
     duties or obligations hereunder.

          (d) The Trustee may hire agents, accountants, actuaries,
     investment advisors, financial consultants or other professionals
     to assist it in performing any of its duties or obligations
     hereunder.

          (e) The Trustee shall have, without exclusion, all powers
     conferred on trustees by applicable law, unless expressly
     provided otherwise herein, provided, however, that if an
     insurance policy is held as an asset of the Trust, the Trustee
     shall have no power to name a beneficiary of the policy other
     than the Trust, to assign the policy (as distinct from conversion
     of the policy to a different form) other than to a successor
     Trustee, or to loan to any person the proceeds of any borrowing
     against such policy.

          (f) Notwithstanding any powers granted to the Trustee
     pursuant to this Trust Agreement or to applicable law, the
     Trustee shall not have, and neither the Company nor any
     investment manager shall have, any power that could give this
     Trust the objective of carrying on a business and dividing the
     gains therefrom, within the meaning of Section 301.7701-2 of the
     Procedure and Administrative Regulations promulgated pursuant to
     the Internal Revenue Code.

          SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE.

          The Company shall pay all administrative and Trustee's fees
     and expenses, as agreed between the parties.  If not so paid, the
     fees and expenses shall be paid from the Trust.

          SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE.

          (a) The Trustee may resign at any time by written notice to
     the Company, which shall be effective thirty (30) days after
     receipt of such notice unless the Company and Trustee agree
     otherwise.

          (b)  The Trustee may be removed by the Company on thirty
     (30) days notice or upon shorter notice accepted by the Trustee.

          (c) Upon a Change of Control, as defined herein, the Trustee
     may not be removed by the Company for a period of three (3)
     years.

          (d) Upon resignation or removal of the Trustee and
     appointment of a successor Trustee, all assets shall subsequently
     be transferred to the successor Trustee.  The transfer shall be
     completed within thirty (30) days after receipt of notice of
     resignation, removal or transfer, unless the Company extends the
     time limit.

          (e) If the Trustee resigns or is removed, a successor shall
     be appointed by the Trustee, in accordance with Section 11
     hereof, by the effective date of resignation or removal under
     paragraphs (a) or (b) of this section.  If no such appointment
     has been made, the Trustee may apply to a court of competent
     jurisdiction for appointment of a successor or for instructions.
     All expenses of the Trustee in connection with the proceeding
     shall be allowed as administrative expenses of the Trust.

          SECTION 11. APPOINTMENT OF SUCCESSOR.

          (a) If the Trustee resigns or is removed pursuant to the
     provisions of Section 10(e) hereof and selects a successor
     Trustee, the Trustee may appoint any third party such as a bank
     trust department or other party that may be granted corporate
     trustee powers under state law.  The appointment of a successor
     Trustee shall be effective when accepted in writing by the new
     Trustee.  The new Trustee shall have all the rights and powers of
     the former Trustee, including ownership rights in Trust assets.
     The former Trustee shall execute any instrument necessary or
     reasonably requested by the successor Trustee to evidence the
     transfer.

          (b) The successor Trustee need not examine the records and
     acts of any prior Trustee and may retain or dispose of existing
     Trust assets, subject to Sections 5, 7 and 8 hereof.  The
     successor Trustee shall not be responsible for and the Company
     shall indemnify and defend the successor Trustee from any claim
     or liability resulting from any action or inaction of any prior
     Trustee or from any other past event, or any condition existing
     at the time it becomes successor Trustee.

          (c) Any corporation into which the Trustee may be merged or
     with which it may be consolidated, or any corporation resulting
     from any merger, reorganization or consolidation to which the
     Trustee may be a party, or any corporation to which all or
     substantially all the trust business of the Trustee may be
     transferred, shall be the successor of the Trustee hereunder
     without the execution or filing of any instrument or the
     performance of any act.

          SECTION 12. AMENDMENT OR TERMINATION.

          (a) This Trust Agreement may be amended by a written
     instrument executed by the Trustee and the Company.
     Notwithstanding the foregoing, no such amendment shall conflict
     with the terms of the Plans or shall make the Trust revocable.

          (b) The Trust shall not terminate until the date on which
     Participants and their beneficiaries are no longer entitled to
     benefits pursuant to the terms of the Plans.  Upon termination of
     the Trust, any assets remaining in the Trust shall be distributed
     pro rata in equal shares to the Participants, or their surviving
     spouses and heirs.

          (c) Upon written approval of Participants or beneficiaries
     entitled to payment of benefits pursuant to the terms of the
     Plans, the Company may terminate this Trust prior to the time all
     benefit payments under the Plans have been made.  All assets in
     the Trust at the time of such termination shall be returned to
     the Company.

          (d) This Trust Agreement may not be amended by the Company
     for a period of three (3) years following a Change of Control, as
     defined herein.

          SECTION 13. MISCELLANEOUS.

          (a) Any provision of this Trust Agreement prohibited by law
     shall be ineffective to the extent of any such prohibition,
     without invalidating the remaining provisions hereof.

          (b) Benefits payable to Participants and their beneficiaries
     under this Trust Agreement may not be anticipated, assigned
     (either at law or in equity), alienated, pledged, encumbered or
     subjected to attachment, garnishment, levy, execution or other
     legal or equitable process.

          (c) This Trust Agreement and the Trust established hereunder
     shall be governed by and construed, and all provisions hereof
     shall be enforced and administered, in accordance with the laws
     of the State of Connecticut.

          (d) For purposes of this Trust, Change of Control shall mean
     the purchase or other acquisition by any person, entity or group
     of persons, within the meaning of Sections 13(d) or 14(d) of the
     Securities Exchange Act of 1934 ("Act"), or any comparable
     successor provisions, of beneficial ownership (within the meaning
     of Rule 13d-3 promulgated under the Act) of 25 percent or more of
     either the outstanding shares of common stock or the combined
     voting power of the Company's then outstanding voting securities
     entitled to vote generally, or the approval by the stockholders
     of the Company of a reorganization, merger, or consolidation, in
     each case, with respect to which persons who were stockholders of
     the Company immediately prior to such reorganization, merger or
     consolidation do not, immediately thereafter, own more than 50
     percent of the combined voting power entitled to vote generally
     in the election of directors of the reorganized, merged or
     consolidated Company's then outstanding securities, or a
     liquidation or dissolution of the Company or the sale of all or
     substantially all of the Company's assets.

          (e) This Trust Agreement shall be binding upon and inure to
     the benefit of the Company, the Participants and the Trustee and
     their respective permitted successors and assigns and
     beneficiaries.

          SECTION 14. EFFECTIVE DATE.

          The effective date of this Trust Agreement shall be December
     31, 1996.

          IN WITNESS WHEREOF, the parties have executed this Trust
     Agreement as of the date first above written.

                                   Dynamics Corporation of America

                                   By:  /s/ Andrew Lozyniak           
                                        Andrew Lozyniak
                                        President

                                   Bank of Boston Connecticut

                                   By: /s/ Catherine M. Tanzilli, V.P.




                                                            APPENDIX I

     Subparagraph SECOND G

          G.1.  In order to restore certain retirement income benefits
     which are not available to the Executive under the Retirement
     Plan for Employees of DCA ("Qualified Plan") by reason of Section
     401(a)(17), Section 415 and Section 401(a)(4) of the Internal
     Revenue Code ("Code"), DCA shall pay to the Executive
     supplemental retirement income commencing on his retirement date
     (normal, early, disabled or postponed) as defined in and under
     the Qualified Plan in an amount equal to the difference between
     (a) the monthly amount of the retirement income payable to the
     Executive upon his retirement under the Qualified Plan, if such
     benefit were calculated under the Qualified Plan without giving
     effect to the compensation limit under Section 401(a)(17) of the
     Code or to the limitations imposed by the application of Section
     415 of the Code, and assuming that the benefit described in
     Section 4.01(d) of the Qualified Plan continued to apply on and
     after January 1, 1989 notwithstanding the provisions of Section
     401(a)(4) of the Code, expressed as a single life annuity, and
     (b) the monthly amount of retirement income payable to the
     Executive upon his retirement under the Qualified Plan based on
     his compensation up to the said compensation limit and based on
     the limitations imposed by the application of Section 415 of the
     Code, and the limitations imposed by the application of section
     401(a)(4) of the Code to section 4.01(d) of the Qualified Plan,
     expressed as a single life annuity.  Such supplemental retirement
     income shall be paid to the Executive in cash by DCA,, to the
     extent so not paid by the trustee referred to in subparagraph
     G.4. below, as an Actuarial Equivalent single lump sum as soon as
     practical following the Executive's retirement.  "Actuarial
     Equivalent" shall mean the present value of a life annuity,
     assuming the retirement age is the Executive's age on his
     retirement date, which is the date benefits hereunder are
     calculated; the interest rate is the rate appearing in the table
     published in the Wall Street Journal entitled "Markets Diary"
     under the heading "Bond Buyer municipal", corresponding to 20-
     year Aaa bonds, and reflecting the rate for the first day of the
     month preceding the month in which the benefits hereunder are
     calculated; and mortality is determined under the 1983 Group
     Annuity Mortality Table.

          2.  If the Executive dies while eligible for a retirement
     benefit under subparagraph G.l. above and prior to his retirement
     and/or the payment of such retirement benefit, the Executive's
     surviving spouse shall be entitled to receive a supplemental
     preretirement survivor benefit equal to the difference between
     (a) the monthly amount of retirement income to which the deceased
     Executive's spouse would have been entitled under the Qualified
     Plan if the Executive had retired on the day prior to his death
     having elected a loot joint and survivor annuity option and if
     such benefit were calculated under the Qualified Plan without
     giving effect to the compensation limit under Section 401(a)(17)
     of the Code or the limitations imposed by the application of
     Section 415 of the Code,, and assuming that the benefit described
     in Section 4.01(d) of the Qualified Plan continued to apply on
     and after January 1, 1989 notwithstanding the provisions of
     Section 401(a)(4) of the Code, and (b) the monthly amount -of
     retirement income to which the deceased Executive's spouse is
     entitled under the qualified Plan based on his compensation up to
     the said compensation limit and based on the limitations imposed
     by the application of Section 415 of the Code, and the
     limitations imposed by the application of Section 401(a)(4) of
     the Code to Section 4.01(d) of the Qualified Plan.  Such
     supplemental pre-retirement survivor benefit shall be paid to
     such surviving spouse in cash by DCA, to the extent not so paid
     by the trustee referred to in subparagraph G.4. below, as an
     "Actuarial Equivalent" single lump sum, as above defined, as soon
     as practicable following the Executive's death.

          3.  In order to restore benefits which are not available to
     the Executive under the DCA Employee Savings and Investment Plan
     ("401-K Plan") by reason Of the compensation limit under Section
     401(a)(17) of the Code, DcA shall pay to the Executive on his
     retirement date an amount equal to two percent (2%) of his annual
     base compensation in excess of $150,000 in calendar year 1996 and
     in each calendar year in the Employment Period in which his
     annual base compensation exceeds $150,000 (subject to indexation
     by the Internal Revenue service), with interest at the annual
     rate of eight percent (at) on such excess amount from and after
     December 31 of each such year.  The aggregate of all such amounts
     and the interest thereon shall be paid, to the extent not so paid
     by the trustee referred to in subparagraph G.4. below, to the
     Executive in cash by DCA in a lump sum as soon as practical
     following the Executive's retirement.  If the Executive dies
     While eligible for a benefit under this subparagraph G.3. and
     prior to the payment of such benefit, the Executive's surviving
     spouse shall be entitled to receive in cash from DCA, to the
     extent not so received from the trustee referred to in
     subparagraph G-4. below, as soon as practical following the
     Executive's death an amount equal to the amount the Executive
     would have received under this subparagraph G-3. if he had
     retired under the Qualified Plan on the day prior to his death.

          4.  Commencing no later than December 31, 1996 and
     continuing on or before each December 31 thereafter during the
     Employment Period, DCA shall contribute cash on an annual basis
     to a trust established as hereinafter provided ("Trust")
     sufficient to pay all of the supplemental retirement income,
     supplemental pre-retirement survivor benefits, and the other
     benefits to the Executive and his surviving spouse provided for
     in subparagraphs G.l.,G.2. and G.3. above, but no funds or assets
     of DCA shall be segregated or physically set aside with respect
     to its obligations under the benefit restoration plan set forth
     in this part G. in a manner which would cause said benefit
     restoration plan to be "funded" for purposes of the Employee
     Retirement Income Security Act of 1974, as amended.  Neither the
     Executive nor his surviving spouse shall have any interest in any
     specific asset of DCA as a result of this part G. and any rights
     to receive benefits hereunder shall be only the right of an
     unsecured general creditor of DCA.  The Trust shall be
     established in full compliance with I.R.S. Revenue Procedure,
     9264 and the trustee shall be Chemical Bank or another financial
     institution satisfactory to Executive.  Upon the last of the
     Executive, Andrew Lozyniak and Henry V. Kensing to receive
     payment from the trustee under this subpart G., any funds
     remaining in the Trust shall be distributed pro rata in equal
     shares to the Executive, Andrew Lozyniak and Henry V. Kensing or
     their surviving spouses or heirs.


                                   EXHIBIT A

                                   AFFIDAVIT

          I, __________________________, do hereby certify that I am a
     participant in the nonqualified deferred compensation plan
     incorporated in subparagraph SECOND G of my employment contract
     dated February 1, 1996 with Dynamics Corporation of America (the
     "Plan"), and that I terminated my employment with Dynamics
     Corporation of America effective as of _________________, _____.
     I further certify that I am entitled to receive benefits under
     and in accordance with the terms of the Plan on the date of this
     affidavit.

          IN WITNESS WHEREOF, I have executed this affidavit on this
     _____ day of _________________, ________.

                                        ______________________________
                                        [Print Name]

     STATE OF CONNECTICUT   )

                            : ss.:

     COUNTY OF FAIRFIELD    )

          On this ______ day of ______________,_____, before me
     personally came ___________________________, to me known to be
     the individual described in and who executed the foregoing
     affidavit and acknowledged to me that he executed the same.

                                        _________________________
                                        Notary Public