Exhibit 10.2


    
      

    

     

    
      Exhibit
        10.2

       

      SIXTH
        AMENDMENT TO KAMAN CORPORATION

      
         

        SUPPLEMENTAL
          EMPLOYEES’ RETIREMENT PLAN

         

         

        WHEREAS,
          Kaman Corporation (“Kaman” or the “Company”) established the Kaman Corporation
          Supplemental Employees’ Retirement Plan (originally known as the “Kaman
          Corporation Excess Benefit Plan”) (the “Plan” or “SERP”) on April 30, 1976,
          effective as of January 1, 1976, which has been amended from time to time
          and,
          most recently was restated in its entirety on January 1, 1994, and has
          been
          amended five times since: and 

         

        WHEREAS,
          Section 6 permits the amendment of the SERP at any time and from time to
          time;
          and 

         

        WHEREAS,
          Kaman desires to amend the SERP in certain respects hereinafter
          enumerated;

         

        NOW
          THEREFORE, the SERP is hereby amended as follows effective January 1,
          2006:

         

        1. The
          following sentences shall be added after the first sentence of Section
          3 of the
          SERP:

         

        “In
          calculating the amount of annual benefit which would have accrued for a
          Participant under the Plan for purposes of Section 3(i), only salary and
          annual
          bonus payable prior to the date of the Participant’s employment termination with
          respect to periods of active employment shall be treated as “W-2 Earnings” (for
          purposes of the Pension Plan) for all periods after December 31, 2005.
          Under no
          circumstances shall severance or salary continuation payments made under
          any
          plan, program arrangement or agreement of the Company or its affiliates
          or
          equity compensation which becomes taxable after December 31, 2005 be
included
          in determining“W-2
          Earnings” or “Average Final Salary” for purposes of the SERP.”

         

        2. Section
          10(a)(1), 10(a)(2) and 10(a)(3) of the SERP are replaced with the
          following:

         

        “(1) Credited
          and Continuous Service (as those terms are defined in the Pension Plan)
          shall
          accrue at a rate of two (2) years for each completed calendar year of
          employment, for the first five calendar years of employment (i.e., through
          December 31, 2003). For this purpose, the period from August 2, 1999 through
          December 31, 1999 shall be deemed to constitute one completed calendar
          year of
          employment. Credited Service and Continuous Service (as those terms are
          defined
          in the Pension Plan) shall accrue at a rate of three (3) years for a completed
          calendar year of employment in 2004 and a completed calendar year of employment
          in 2005.

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

        (2) Subject
          to Section 10(a)(4) below, Mr. Kuhn shall accrue Credited Service and Continuous
          Service with respect to the 2006 calendar year only if he remains employed
          with
          the Company on December 31, 2006. In such event, the number of years of
          Credited
          Service and Continuous Service to be accrued on Mr. Kuhn’s behalf for 2006 shall
          be 3 years.

         

        (3) Subject
          to Section 10(a)(4) below, Mr. Kuhn shall accrue Credited Service and Continuous
          Service with respect to the 2007 calendar year only if he remains employed
          with
          the Company on December 31, 2007. In such event, the number of years of
          Credited
          Service and Continuous Service to be accrued on Mr. Kuhn’s behalf for 2007 shall
          be 3 years.”

         

        3. The
          following paragraphs shall be added to Section 10(a):

         

        (4) Mr.
          Kuhn
          shall have 6 additional years of Credited Service and Continuous Service
          accrued
          on his behalf if he terminates employment with the Company before December
          31,
          2006 in a manner that entitles him to severance benefits under Section
          8(d) of
          his Employment Agreement with the Company dated February 24, 2006 (the
          “Employment Agreement”). Mr. Kuhn shall have 3 additional years of Credited
          Service and Continuous Service accrued on his behalf if he terminates employment
          with the Company on or after December 31, 2006 but before December 31,
          2007 in a
          manner that entitles him to severance benefits under Section 8(d) of the
          Employment Agreement.

         

        (5) Mr.
          Kuhn
          shall not accrue any Credited Service or Continuous Service (as those terms
          are
          defined in the Pension Plan) on and after January 1, 2008 under any
          circumstances.

         

        (6) The
          maximum benefit that Mr. Kuhn may receive from the SERP shall not
          exceed:

         

        (i)
           $8,912,000
          (or its
          Actuarial Equivalent if payment is made in a form other than a single lump
          sum
          payment) if Mr. Kuhn does not remain employed by the Company on December
          31,
          2006;

         

        (ii) $10,500,000
          (or its Actuarial Equivalent if payment is made in a form other than a
          single
          lump sum payment) if Mr. Kuhn does not remain employed by the Company on
          December 31, 2007; and 

         

        (iii) $12,000,000
          (or its Actuarial Equivalent if payment is made in a form other than a
          single
          lump sum payment) if Mr. Kuhn remains employed on or after December 31,
          2007.

         

        Notwithstanding
          the foregoing, the maximum benefit that Mr. Kuhn may receive from the SERP
          shall
          be increased to $12,000,000 (or its Actuarial Equivalent if payment is
          made in a
          form other than a single lump sum payment) under Section 10(a)(6)(i) and
          (ii)
          above if his employment terminates prior to December 31, 2007 in a manner
          that
          entitles him to severance benefits under Section 8(d) of his Employment
          Agreement.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        (7) In
          determining the maximum benefit for purposes of Section 10(a)(6) if Mr.
          Kuhn
          elects payment other than in the form of a single lump sum payment, Actuarial
          Equivalence shall be determined based on the definition of Actuarial Equivalent
          in Section 2.1 of the Pension Plan after disregarding Section 2.1(c) and
          (d).

         

        EXCEPT
          AS
          AMENDED HEREIN, the terms of the SERP, as amended and restated as of January
          1,
          1994, and as amended by a First Amendment, Second Amendment, Third Amendment,
          Fourth Amendment and a Fifth Amendment, are confirmed and remain
          unchanged.

         

        IN
          WITNESS WHEREOF, Kaman Corporation has caused this Sixth Amendment to be
          executed on its behalf by its duly authorized officer this 27th day of
          February, 2006.

      

       

      

        
          	
                   

                   

                	
                   

                   

                	
                  KAMAN
                    CORPORATION

                   

                
	
                   

                	
                  By:  

                	
                  /s/ Robert
                    M. Garneau

                
	
                   

                	
                   

                  Robert
                    M. Garneau

                
	
                   

                	
                  Its: 
                    Executive Vice President and Chief
                    Financial Officer 

                


        

        

 

      

       

      
        	 Attest:	 	 	 
	
                 

                /s/ Candace A. Clark

              	 	 	 
	
                 

                Date:
                  February 27, 2006

              	 	 	 


      

       

       

      
        
          
          

        

        
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