Exhibit 10h(viii) Deferred Compensation Agreement between Kaman Coropration
      and Robert Alvine


    
      

    

    Exhibit 10h (viii)

     

    

      AGREEMENT

       

      Agreement
        made this 16th day of December, 2006, by and between KAMAN CORPORATION, a
        Connecticut corporation having its principal office in Bloomfield, Connecticut
        (the “Corporation”), and Robert Alvine, a director of the Corporation (the
“Director”).

       

      WHEREAS,
        the Director is and will be rendering valuable services to the Corporation
        as a
        member of its Board of Directors; and

       

      WHEREAS,
        the Corporation and the Director wish to enter into an arrangement for the
        deferred payment of compensation (as defined below) that the Director may
        earn
        in his capacity as a Director.

       

      NOW
        THEREFORE, the Corporation and the Director hereby agree as
        follows:

       

      1. Deferred
        Account.
        The
        Corporation will establish an account (the “Deferred Account”) on its books, on
        behalf of the Director, to be credited with compensation as shall be deferred
        after the date hereof together with interest earned thereon, in accordance
        with
        the terms of this Agreement. For purposes of this Agreement, “compensation”
shall mean the Director’s retainer fees and meeting fees. 

       

      2. Elections.
        The
        Director may elect to defer current receipt of all, or a specified portion
        of,
        his compensation for services as a member of the Board as follows:

       

      (a) An
        election to defer compensation (the “Election”) shall be void with respect to
        compensation unless submitted before the beginning of the calendar year during
        which the amount to be deferred will be earned. Notwithstanding the foregoing,
        in the year in which the Director first becomes a member of the Board, the
        Election may be filed within thirty (30) days of the date on which such
        individual first becomes a Board member with respect to compensation earned
        during the remainder of the calendar year after the filing and acceptance
        of
        such Election.

       

      (b) The
        Director shall only make the Election by executing a written notice in form
        and
        substance satisfactory to the Corporation and timely delivering it to the
        Corporation’s Chief Financial Officer. The Election will remain in effect until
        the Director separates from service as a member of the Board, or amends or
        terminates the Election. Any amendment or termination of the Election shall
        also
        be made by such written form and shall only be effective as of the next
        following calendar year. 

       

      (c) As
        of
        each December 31st while this Agreement is in effect, the Election shall
        be
        irrevocable with respect to compensation payable with respect to services
        performed in the immediately following calendar year. 

       

      3. Interest.
        Interest shall be credited monthly and compounded monthly on all amounts
        credited to a Director's Deferred Account at the same rate and in the same
        manner as under the Kaman Corporation Amended and Restated Deferred Compensation
        Plan.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      4. Time
        and Form of Payment.
        By
        completing and delivering an Election, the Director shall irrevocably select
        the
        time and form of payment pursuant to which amounts credited to his Deferred
        Account shall be distributed to him. Except as provided in Section 4A below,
        any
        amended Election will apply only to amounts credited to the Deferred Account
        for
        periods beginning with the first calendar year immediately following the
        amended
        Election. The Director may choose to have such amounts paid in a lump sum
        or in
        approximately equal quarterly installments over a period not to exceed ten
        (10)
        years. Lump sum payments shall be made on the first business day of the month
        selected by the Director pursuant to the Election. Installment payments shall
        commence on the first business day of the month selected by the Director
        pursuant to the Election. Notwithstanding the Director's selection of the
        method
        of distribution, amounts payable under this Agreement shall be distributed
        in a
        lump sum to the beneficiary designated in his Election, or in the event no
        living beneficiary shall be so designated, to his estate, within thirty (30)
        days following his death.

       

      4A.
        Transition
        Rules
        for Changing Payment Elections

       

      During
        2006 or 2007, a Director may change a payment election made for deferrals
        credited under this Agreement (including the Rollover Amount) with respect
        to
        2005, 2006 or 2007, or for all of those years, as follows:

       

      (a) An
        election to change a payment election filed before January 1, 2007, may specify
        a new time of the payment (on any date after 2006), a new form of payment
        (from
        the available methods described in Section 4 above) or both. A changed payment
        election described in the immediately preceding sentence cannot change payment
        elections for payments the Director would otherwise receive in 2006, nor
        can it
        cause payments to be made in 2006. 

       

      (b) A
        transition election under this Section 4A filed during 2007 may specify a
        new
        time of payment (on any date after 2007), a new form of payment (from the
        available methods described in Section 4) or both. A changed payment election
        described in the immediately preceding sentence cannot change an election
        for
        payments the Director would otherwise receive in 2007, nor can it cause payments
        to be made in 2007.

       

      5. Title
        to Deferred Account.
        At its
        option, the Corporation may elect to fund amounts credited to the Deferred
        Account but title to the Deferred Account, and any assets contained therein,
        shall at all times remain in the Corporation, and the Director or the Director’s
        beneficiaries shall not have any property interest whatsoever in any specific
        assets which may be contained in the Deferred Account.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      6. Accelerated
        Payments Under Certain Circumstances.
        Notwithstanding any other provisions of this Agreement to the contrary, on
        account of an “unforeseeable emergency” (as defined in Section 409A(a)(2)(A)(vi)
        of the Internal Revenue Code, as amended (the “Code”), the Director or
        Director's legal representative (if the Director is not competent to manage
        his
        affairs) may apply to the Corporation for acceleration of the payment of
        some or
        all of the funds credited to the Deferred Account, but in no event more than
        is
        reasonably necessary to satisfy the emergency need (which may include amounts
        necessary to pay for any Federal state or local income taxes or penalties
        reasonably anticipated to result from the payment). If such application is
        approved by the Corporation, the acceleration of payment will be effective
        at
        the later of the date specified in the Director's application or the date
        of
        approval by the Corporation. Whenever an application for acceleration of
        payments is granted, the Corporation shall pay the Director only the amount
        as
        is allowed under Section 409A due to an unforeseeable emergency. 

       

      7. No
        Trust Created.
        Nothing
        contained in this Agreement and no action taken pursuant to the provisions
        of
        this Agreement shall create or be construed to create a trust of any kind,
        or a
        fiduciary relationship between the Corporation and the Director, his designated
        beneficiary, or any other person. Any funds which may be invested under the
        provisions of this Agreement shall continue for all purposes to be a part
        of the
        general funds of the Corporation and no person other than the Corporation
        shall
        by virtue of the provisions of this Agreement have any interest in such funds.
        To the extent that any person acquires a right to receive payments from the
        Corporation under this Agreement, such right shall be no greater than the
        right
        of any unsecured general creditor of the Corporation.

       

      8. Rights
        Personal to Director.
        The
        right of the Director or any other person to the payment of deferred
        compensation or other benefits under this Agreement shall not be assigned,
        transferred, pledged or encumbered except by will or by the laws of descent
        and
        distribution.

       

      9. Incapacity.
        If the
        Corporation shall find that the Director is unable to care for his affairs
        because of illness or accident, any payment due (unless a prior claim therefor
        shall have been made by a duly appointed guardian, committee or other legal
        representative) may be paid to the spouse, any child of the Director or to
        any
        person deemed by the Corporation, acting jointly, to have incurred expense
        for
        the Director in such manner and proportions as the Corporation may determine.
        Any such payment shall be in partial or complete discharge, as the case may
        be,
        of the liabilities of the Corporation under this Agreement.

       

      10. No
        Other Rights.
        Nothing
        contained herein shall be construed as conferring upon the Director the right
        to
        continue in the service of the Corporation as a director or in any other
        capacity.

       

      11. Interpretation.
        The
        Corporation shall have full power and authority to interpret, construe and
        administer this Agreement and the Corporation's interpretations and construction
        thereof, and actions thereunder, including any valuation of the Deferred
        Account, or the amount or recipient of the payment to be made therefrom,
        shall
        be binding and conclusive on all persons for all purposes. The Corporation
        shall
        not be liable to any person for any action taken or omitted in connection
        with
        the interpretation and administration of this Agreement unless attributable
        to
        its own willful misconduct.

       

      12. Other
        Plans; Establishment of Directors' Compensation.
        Nothing
        contained herein shall limit the right of the Board of Directors to determine
        from time to time the compensation, if any, of its directors; and credits
        to the
        Deferred Account hereunder shall be made only if and to the extent that
        compensation is established by the Board of Directors for such
        service.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      13. Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the Corporation,
        its
        successors and assigns and the Director and his heirs, executors,
        administrators, and legal representatives.

       

      14. Governing
        Law.
        This
        Agreement shall be construed in accordance with and governed by the laws
        of the
        State of Connecticut.

       

      15. Notice
        Addresses.
        The
        Election, and any other communications hereunder, shall be deemed effective
        when
        delivered in writing to:

       

      If
        to the
        Corporation:

       

      Kaman
        Corporation

      P.O.
        Box
        1

      Bloomfield,
        Connecticut 06002-0001

      Attention:
        Mr. Robert M. Garneau, Executive Vice President 

       

      If
        to the
        Director.

       

      At
        such
        address as he shall designate in writing to the Corporation.

       

      16. Section
        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 Plan provision that would
        cause amounts allocated to a Deferred Account to be subject to Federal income
        tax prior to payment shall be void without the necessity of further action
        by
        the Board or the Personnel and Compensation Committee.

       

      (b) There
        shall be no acceleration of the time or schedule of any payment under the
        Plan
        except under Section 6 or as permitted under Section 409A. There shall be
        no
        subsequent deferral of the time or schedule of any payment under the Plan
        except
        as allowed under Section 4A.

       

      (c) All
        references to Section 409A in the Plan shall also refer to Notice 2005-1
        (as
        applicable to periods prior to January 1, 2007) and Treasury regulations
        (as
        applicable to periods after December 31, 2006).

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Corporation has caused this Agreement to be executed
        by its
        President and the Director has hereunto set his hand and seal as of the date
        first written.

       

      

        
          	 	 	 	
                  KAMAN
                    CORPORATION

                
	 	 	 	 
	
                  /s/
                    Cyndra S. Lewis

                	 	
                  By:

                	
                  /s/
                    Candace A. Clark

                
	 	 	 	
                  Candace
                    A. Clark

                
	 	 	 	
                  Its
                    Vice President

                
	 	 	 	
                  Duly
                    Authorized

                
	 	 	 	 
	 	 	 	 
	
                  /s/
                    Joann Thompson

                	 	 	
                  /s/
                    Robert Alvine

                
	 	 	 	
                  Director

                


        

      

      
 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      

        NOTICE
          OF ELECTION TO DEFER DIRECTOR’S COMPENSATION

        


        Calendar
          Year 2007

        


        


        


        To: 
          Kaman
          Corporation

        P.O.
          Box
          1

        Bloomfield,
          Connecticut 06002-0001

        Attention: Robert
          M.
          Garneau, Executive Vice President

        


        


        Subject
          to the Agreement between the undersigned, and Kaman Corporation, dated
          December
          ___, 2006, the undersigned hereby elects:

        


        	1.  	
                To
                  defer cash compensation for services as a director earned on or
                  after
                  January 1, 2007 as follows:

              


        


        Retainer
          Fee: Amount of compensation to be deferred:

        All
          ______

        None
          _____

        The
          following portion or percentage ______

        


        Meeting
          Fee: Amount of compensation to be deferred:

        All
          ______

        None
          _____

        The
          following portion or percentage ______

        


        Other
          Fees: Amount of compensation to be deferred:

        All
          _____

        None
          _____

        The
          following portion or percentage ______

        


        


        
          	
                  2.

                	
                  To
                    have such sums earned on or after January 1, 2007 and credited to
                    his/her Deferred Compensation Account paid as
                    follows:

                


        

        


        
          	
                	 	
                  ____

                	
                  Lump
                    Sum

                


        

        
          	 	 	
                  ____

                	
                  Quarterly
                    installments over a period of _____ years (Note - this period
                    cannot be
                    longer than ten (10) years.)

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  3.

                	
                  To
                    have payments with respect to amounts deferred on or after January 1,
                    2007 be made or commence on:

                


        

        


        
          	 	 	
                  
                    ____

                  

                	
                  The
                    first day of the calendar quarter following the date of cessation
                    of
                    service as a director.

                


        

        
          	 	 	
                  
                    ____

                  

                	
                  January 1
                    following the date of cessation of service as a
                    director.

                


        

         

        


        
          	
                  4.

                	
                  In
                    the event of death, the undersigned designates the following
                    beneficiary:

                


        

        


        
          	 	
                  ________________________________________

                


        

         

         

        

          
            	
                     

                  	 	 	
                     

                  
	 	 	 	 
	
                     

                  	 	
                     

                  	
                     

                  
	Witness	 	 	
                    Name:

                  
	 	 	 	
                     

                  
	 	 	 	
                    Date

                  
	 Received
                    by Kaman Corporation:	 	 	 
	 	 	 	 
	
                     

                  	 	 	
                     

                  
	 Date	 	 	
                    Name