Exhibit 10h(vii)


    
      

    

    Exhibit
      10h(vii)

     

    
 

    AGREEMENT

    


    Agreement
      made this 8th day of August, 1995, by and between KAMAN CORPORATION, a
      Connecticut corporation having its principal office in Bloomfield, Connecticut
      (the “Corporation”), and Eileen S. Kraus, 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 which 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 such compensation as shall be
      deferred together with additional compensation earned thereon, in accordance
      with the terms of this Agreement.

    


    2. Elections.
      Upon
      reasonable prior notice, the Director may elect to defer current receipt of
      all,
      or a specified portion of, his compensation for services as a director. Such
      election (the “Election”), to be made and executed by a written notice in form
      and substance satisfactory to the Corporation, will remain in effect until
      the
      Director ceases to be a Director, or amends or terminates the Election. Any
      amendment or termination of the Election shall also be made by such written
      form.

    


    3. Additional
      Compensation.
      The
      Corporation will credit the Director’s Deferred Account annually with additional
      compensation, as if interest was earned thereon, at the rate determined each
      year by the Personnel and Compensation Committee of the Board of Directors,
      compounded annually on the balance in the Deferred Account as of December 31
      each year.

    


    4. Method
      of Distribution.
      By
      completing and delivering an Election, the Director shall irrevocably select
      the
      method pursuant to which amounts credited to his Deferred Account shall be
      distributed to him. Any amended Election will apply only to amounts credited
      to
      the Deferred Account for periods 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.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    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 his beneficiaries shall
      not
      have any property interest whatsoever in any specific assets which may be
      contained in the Deferred Account.

    


    6. Accelerated
      Payments Under Certain Circumstances.
      Notwithstanding any other provisions of this Agreement to the contrary, for
      serious financial reasons, 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. 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 a portion, including all, of the amount equal to the then
      current value of his Deferred Account, as requested. Any payment so made shall
      be in partial or complete discharge, as the case may be, of the liabilities
      of
      the Corporation under this Agreement. Serious financial reasons shall include
      bankruptcy or impending bankruptcy, unexpected and unreimbursed major expense
      resulting from illness to person or accident to person or property and other
      types of unexpected and unreimbursed expenses of a major or emergency nature
      where acceleration of payment of funds allocated to the Deferred Account would
      be necessary to prevent great hardship to the Director.

    


    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 as-signed,
      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 detennine.
      Any such payment shall be in partial or complete discharge, as the case may
      be,
      of the liabilities of the Corporation under this Agreement.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    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 in this Agreement shall affect the right of the Director to
      participate in any pension, profit sharing or other retirement plan or in any
      supplemental compensation agreement which constitutes a part of the
      Corporation’s regular compensation structure for directors now or hereafter
      instituted, continued, or maintained by the Corporation. 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.

    


    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, Senior Vice
                President

            


    

    


    If
      to the
      Director:

    


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

    



    
      
         

        


         

      

      
        3

        
          

        

      

      
         

      

    


    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/
                  Marie A. Okun

              	 	
                By:

              	
                /s/
                  Candace A. Clark

              	 
	 	 	 	
                Candace
                  A. Clark

              	 
	 	 	 	
                Its
                  Vice President

              	 
	 	 	 	
                Duly
                  Authorized

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/
                  Marie A. Okun

              	 	 	
                /s/
                  Eileen S.Kraus

              	 
	 	 	 	
                Director

              	 


      



    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    FIRST
      AMENDMENT TO

    DEFERRED
      COMPENSATION AGREEMENT

    


    


    THIS
      AMENDMENT made this 8th day of December, 2005, by and between KAMAN CORPORATION,
      a Connecticut corporation having its principal office in Bloomfield, Connecticut
      (the “Corporation”), and EILEEN S. KRAUS, a director of the Corporation (the
“Director”),

    


    WITNESSETH:

    


    WHEREAS,
      by Agreement dated August 8, 1995 (the “Agreement”) the Corporation and the
      Director entered into a written arrangement for the deferred payment of
      compensation which the Director may earn in her capacity as a Director;
      and

    


    WHEREAS,
      pursuant to the Agreement, an election to defer is in effect for 2005, and
      the
      Director is deferring all of her cash compensation as a director of the
      Corporation; and

    


    WHEREAS,
      Notice 2005-1, question and answer 20, issued by the Treasury Department as
      guidance under Section 409A of the Internal Revenue Code of 1986, as amended
      (the “Code”), allows for the cancellation of deferral elections for 2005, in
      whole or in part, subject to certain conditions specified in such Notice;
      and

    


    WHEREAS,
      the Director wishes to implement a partial cancellation of her deferral election
      in place for 2005, in accordance with such guidance, and the Corporation is
      willing to allow for such cancellation;

    


    NOW,
      THEREFORE, the parties agree to amend the Agreement as follows:

    


    1.  The
      following new paragraph 16 is added to the Agreement:

    


    “16.
      Cancellation
      of 2005 Deferral.
      (a)
      Notwithstanding anything to the contrary contained in this Agreement, the
      Director shall have the authority to cancel the deferral election which is
      in
      place for 2005, in whole or in part. Any such election must be made in writing
      signed by the Director and delivered to the Corporation in 2005. Such
      cancellation may apply to amounts of compensation already earned and deferred
      for 2005, and/or compensation which has not yet been earned and deferred for
      2005. In the event of such cancellation, the amounts so cancelled shall be
      distributed to the Director during 2005 and shall be included in her income
      for
      tax purposes in 2005.

    


    (b) This
      paragraph 16 shall only apply with respect to 2005 deferrals under the
      Agreement. This provision is intended to comply with the transition guidance
      for
      2005 issued under Section 409A of the Code, and shall be interpreted and
      administered in a manner consistent with such intention.”

    


    2.  Except
      as
      hereinabove modified and amended, the Agreement shall remain in full force
      and
      effect. However, the parties recognize that additional amendments to the
      Agreement shall be required to satisfy the requirements of Section 409A of
      the
      Code, and that such amendments are required to be made on or before
      December 31, 2006.

    


    IN
      WITNESS WHEREOF, the Corporation and the Director hereby execute this First
      Amendment.

    


    
      
        	 	 	 	
                KAMAN
                  CORPORATION

              	 
	 	 	 	 	 
	
                12/12/05

              	 	
                By:

              	
                /s/
                  Candace A. Clark

              	 
	
                Date

              	 	 	
                Its
                  SVP & CLO

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                12/12/05

              	 	 	
                /s/
                  Eileen S.Kraus

              	 
	 	 	 	
                Eileen
                  S. Kraus