Kaman Corporation Exhibit 10.2


    
      

    


    Exhibit
      10.2

    KAMAN

    CODE
      OF

    BUSINESS
      CONDUCT

    


     

    (As
      amended November 7, 2006)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        Copyright
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                TABLE
                  OF CONTENTS

              
	 	 
	
                STATEMENT
                  OF CHIEF EXECUTIVE OFFICER

              	
                1

              
	
                PURPOSE
                  OF THE CODE

              	
                2

              
	 	
                General

              	
                2

              
	 	
                Applicability

              	
                2

              
	 	
                Company
                  Personnel

              	
                2

              
	 	
                Consultants

              	
                2

              
	 	
                Reservation
                  of Rights

              	
                3

              
	
                IMPLEMENTATION
                  OF THE CODE

              	
                3

              
	 	
                Company
                  Compliance Officers

              	
                3

              
	 	
                Reporting
                  of Violations

              	
                4

              
	 	
                The
                  Audit Committee

              	
                5

              
	 	
                Disciplinary
                  Actions

              	
                5

              
	 	
                Waivers
                  of the Code

              	
                6

              
	 	
                Questions
                  Regarding the Code

              	
                6

              
	
                COMPLIANCE
                  WITH APPLICABLE LAWS

              	
                6

              
	 	
                In
                  General

              	
                6

              
	 	
                False
                  Statements and Schemes to Defraud 

              	
                7

              
	 	
                Accounting
                  and Record-Keeping

              	
                7

              
	 	
                Conduct
                  of Audits

              	
                7

              
	 	
                Cooperation
                  with Investigations and Law Enforcement

              	
                8

              
	 	
                Environmental
                  Compliance

              	
                8

              
	 	
                Competition
                  and Antitrust Laws

              	
                8

              
	 	
                Labor
                  and Employment Laws

              	
                9

              
	 	 	
                Equal
                  Employment Opportunity

              	
                9

              
	 	 	
                Americans
                  with Disabilities

              	
                9

              
	 	 	
                Sexual
                  and Other Harassment

              	
                9

              
	 	 	
                Safety
                  and Health

              	
                10

              
	 	 	
                Substance
                  and Alcohol Abuse

              	
                10

              
	 	
                Federal,
                  State and Local Government Contracts

              	
                10

              
	 	
                Improper
                  Payments

              	
                11

              
	 	
                Political
                  Contributions

              	
                11

              
	 	
                Securities
                  Laws

              	
                12

              
	 	
                Public
                  Disclosures

              	
                12

              
	 	
                Protection
                  of Company Assets

              	
                13

              
	 	
                Information
                  Systems

              	
                13

              
	 	
                Document
                  Retention

              	
                13

              
	 	
                Privacy
                  and Data Protection Laws

              	
                14

              
	 	
                Communications
                  with the Media and the Public

              	
                14

              
	 	
                Lobbying

              	
                15

              
	 	
                Copyrighted
                  Material

              	
                15

              


      




    
      
        
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              CONFLICTS
                OF INTEREST (Amended
                effective November 7, 2006)

            	
              16

            
	 	
              In
                General

            	
              16

            
	 	
              Duty
                to Report Conflicts of Interest

            	
              17

            
	
              FACT
                SHEET

            
	
              CERTIFICATION
                STATEMENT

            


    


     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    


    


    
      
        
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    STATEMENT
      OF CHIEF EXECUTIVE OFFICER

    


    Our
      Company’s business ethics philosophy is that all business and financial
      operations are to be conducted by the Company’s officers, directors and
      employees in a manner that is ethically appropriate and complies with all
      applicable laws, rules and regulations. The
      Company’s reputation for sound business ethics has been built over more than
      half a century. During this time the Company’s policy has been based on a strong
      commitment to comply with all applicable legal requirements in its business
      dealings. The responsibility for continued compliance with the Company’s
      policies and ethical standards rests with each and every officer, director
      and
      employee. 

    


    This
      Code
      describes the Company’s standards of business and financial reporting conduct,
      however,
      it cannot cover every possible subject or situation and should not be treated
      as
      providing answers to all questions. The standards discussed in this Code are
      intended to reinforce the importance to the Company of ethical business
      practices and the Company’s requirement that each officer, director and employee
      use good ethical judgment in the conduct of Company business. Please
      read it carefully and become familiar with these standards. Through strict
      adherence to this Code our Company preserves consistency in its decision-making
      processes and its long-standing reputation for integrity.

    


    

      
        	
                 

              	
                 

                Paul
                  R. Kuhn

              	 
	
                 

              	
                Chairman
                  of the Board, 

              	 
	
                 

              	
                President
                  and Chief Executive Officer

              	 
	 	
                Kaman
                  Corporation

              	 


      

    

     

     

     

     

     

     

     

     


    
      
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    PURPOSE
      OF THE CODE

    


    General

    


    The
      purpose of the Kaman Code of Business Conduct (the "Code") is to provide a
      statement of the policies and procedures of Kaman Corporation, and its
      subsidiaries (collectively the "Company") for conducting its business activities
      in a legally and ethically appropriate manner. These policies and procedures
      are
      intended to be applied with reasonable business judgment to enable the Company
      to achieve its operating and financial goals within the framework of the
      law.

    


    The
      fundamental principle of the Code is that all business is to be conducted by
      the
      Company and its directors, officers, and employees in a manner which complies
      with all applicable laws, rules and regulations and comports with the Company's
      ethical standards. 

    


    It
      is the
      policy of the Company to prevent the occurrence of unlawful or unethical
      behavior and to halt any such behavior that may occur as soon as reasonably
      possible after its discovery. Every director, officer and employee should
      recognize that failure to comply with the standards contained in the Code can
      have severe consequences for both the individuals involved and the Company,
      including criminal prosecution under certain circumstances. 

    


    Applicability

    


    
      	 	
              •

            	
              Company
                Personnel.
                This Code applies to all of the officers, directors and employees
                of the
                Company (collectively “Company Personnel” and individually a “Member of
                Company Personnel”) and all such Company Personnel are required to
                acknowledge this by signing the Certification Statement appearing
                at the
                end of this Code. In business affiliations over which the Company
                does not
                have control, representatives of the Company shall use their influence
                to
                seek to achieve adherence to the spirit and content of the Code.
                

            


    

     

    
      	 	
              •

            	
              Consultants.
                Where the Company retains outside consultants or agents to assist
                with its
                business operations, such consultants or agents, and their officers
                and
                employees, will be expected to comply with the provisions of this
                Code
                with respect to their work conducted on behalf of the Company, and
                the use
                of Company standard Consulting Agreements referencing this Code should
                be
                used in retaining such consultants.


            


    

    


    The
      standards of conduct discussed in this Code are the responsibility of every
      Member of Company Personnel regardless of position. The Company is responsible
      for ensuring awareness of these standards through effective employee
      communications, and for providing a working environment supportive of the
      responsibilities of each Member of Company Personnel. Every manager and
      supervisor should encourage frank and open discussions regarding the importance
      of adhering to Company standards of conduct.

    


    
      
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    Reservation
      of Rights

    


    The
      Company’s Code is not intended to confer any special rights or privileges upon
      specific individuals, provide greater or lesser rights under applicable law
      or
      entitle any person to remain employed by the Company. The guidelines and
      procedures set forth herein should not be interpreted as altering the at-will
      employment relationship between the Company and its employees and do not
      constitute an employment contract. This Code is not a contract, and the Company
      reserves the right to change, modify, suspend, interpret or eliminate any
      provision in this Code, retroactively or prospectively, at any time, with or
      without notice.

    


    


    IMPLEMENTATION
      OF THE CODE

    


    Company
      Compliance Officers

    


    In
      order
      to implement this Code, senior and management level personnel have been
      designated as Company Compliance Officers throughout the Company.

    


    The
      Company Compliance Officers' responsibilities include:

    


    
      	 	
              •

            	
              Ensuring
                that the Code is distributed and that recipients acknowledge their
                understanding and compliance with it as a condition of
                employment.

            


    

    


    
      	 	
              •

            	
              Ensuring
                that training programs on the Code are
                conducted.

            


    

    


    
      	 	
              •

            	
              Ensuring
                that the Company's operations are reasonably monitored for compliance
                with
                the Code.

            


    

    


    
      	 	
              •

            	
              Ensuring
                that instances of possible Code violations are properly investigated
                and,
                where violations are confirmed, that necessary remedial actions are
                taken
                to prevent their recurrence.

            


    

    


    
      	 	
              •

            	
              Reporting
                to the Chief Compliance Officer (located in the Company’s Corporate Legal
                Department) and Internal Audit Department on all matters involving
                compliance with the Code.

            


    

    


    


    


    
      
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    The
      designation of Company Compliance Officers within the Company in no way
      diminishes every supervisor's responsibility to take reasonable steps to assure
      that those employees for whom he or she has responsibility comply with the
      Code.
      For a list of Company Compliance Officers at your subsidiary, please call your
      Human Resources Representative.

    


    Translations
      of this Code in languages other than English will be made available upon request
      for non-English speaking employees, however the English language version of
      the
      Code will be the governing version.

    


    Reporting
      of Violations

    


    Any
      Member of Company Personnel who believes a violation of the Code has occurred,
      or may occur, should report that to his/her supervisor for appropriate
      corrective action as may be required. As appropriate, the supervisor will
      involve the Company Compliance Officer and/or the Company’s Corporate Legal
      Department and the Company’s Internal Audit Department. In the alternative, or
      if the matter is not resolved promptly, any Member of Company Personnel may
      report such violation or suspected violation immediately as
      follows:

    


    
      	 	
              •

            	
              on
                the Company’s 800 “hotline” (1-866-450-3663 (nationwide) and 860-243-7900
                (local within Connecticut)), or 

            


    

    


    
      	 	
              •

            	
              to
                your Company Compliance Officer using the Fact Sheet attached at
                the end
                of this Code, or

            


    

    


    
      	
               

            	
              •

            	
              to
                the Company’s Corporate Legal Department or the Company’s Internal Audit
                Department

            


    

    


    When
      there is a doubt as to the lawfulness of any past or proposed activity, or
      whether a Code violation may have occurred, it is the Company's policy for
      Company Personnel first to direct their concerns to their supervisor, their
      Company Compliance Officer or the Corporate Legal Department before involving
      an
      outside entity. By doing this, the Company will have the opportunity to
      investigate and, if necessary, correct the situation without having to involve
      a
      governmental or other outside organization in cases where it may be unnecessary
      to do so. 

    


    All
      reported violations of the Code will be treated confidentially to the extent
      reasonable and possible under the circumstances and it will be the Company
      Compliance Officer's responsibility to coordinate investigation of suspected
      Code violations in coordination with the Corporate Legal Department and Internal
      Audit Department. It is important that Company Personnel do not conduct their
      own preliminary investigations, since that could adversely affect the Company's
      ability to make a clear determination of the facts.

     

    
 

    
      
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        Company
      Compliance Officers will keep all persons who submit Fact Sheets informed of
      the
      status of an investigation, to the extent deemed appropriate. Reporting persons
      who wish to follow-up on the result of an investigation should feel free to
      contact their Company Compliance Officer or the Corporate Legal
      Department.

    


    The
      Audit Committee

    


    The
      Audit
      Committee of Kaman Corporation’s Board of Directors monitors the Company’s
      compliance program and the reporting of compliance concerns or alleged
      violations of the Code. This includes the monitoring of confidential or
      anonymous submissions of concerns regarding questionable accounting, internal
      controls or auditing matters through periodic management reports. If any Company
      Personnel wishes to raise a question or concern or report a possible violation
      of such matters to the Audit Committee, such matters may be submitted in the
      manner described above in the section entitled “Reporting of Violations”. Upon
      verification, your concern will be promptly communicated to the Audit Committee
      of the Board.

    


    Disciplinary
      Actions

    


    It
      is
      important that the Company and all Company Personnel conduct themselves to
      the
      best of their ability in accordance with the Company's standards of business
      ethics and conduct as set forth in this Code. The
      following actions by any Company Personnel will result in disciplinary measures
      being taken by the Company:

    


    
      	
            	•	
              Violation
                of the Code.

            


    

    


    
      	 	
              •

            	
              Knowingly
                authorizing or participating in actions which are in violation of
                the
                Code.

            


    

    


    
      	 	
              •

            	
              Failing
                to report a violation of the Code or withholding relevant and material
                information concerning such a violation of which any Member of Company
                Personnel becomes aware.

            


    

    


    
      	
            	•	
              Retaliating,
                directly or indirectly, or encouraging others to do so, against an
                individual who reports a violation of the
                Code.

            


    

    


    
      	 	
              •

            	
              Reporting
                information which is known or suspected by the reporting person to
                be
                untrue.

            


    

    


    Disciplinary
      action may include any one or more of the following, not necessarily in the
      order shown:

    


    
      
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              •

            	
              A
                warning.

            


    

    
      	 	
              •

            	
              A
                written reprimand (to be noted in individual's personnel
                record).

            


    

    
      	 	
              •

            	
              Probation.

            


    

    
      	 	
              •

            	
              Temporary
                suspension.

            


    

    
      	 	
              •

            	
              Discharge.

            


    

    
      	 	
              •

            	
              Required
                reimbursement of losses or damages.

            


    

    
      	 	
              •

            	
              Referral
                for criminal prosecution or civil
                action.

            


    

    


    Disciplinary
      action will be taken against:

    


    
      	 	
              •

            	
              Company
                Personnel who
                willfully violate the standards described in this
                Code.

            


    

    
      	 	
              •

            	
              Any
                Member of Company
                Personnel
                who deliberately withholds

            


    

    relevant
      information concerning a violation of this Code.

    
      	 	
              •

            	
              Any
                manager or supervisor of a violator, to the extent that the circumstances
                of the violation occurred with the knowledge or acquiescence of the
                supervisor.

            


    

    
      	 	
              •

            	
              Any
                supervisor or Company
                Personnel who
                retaliates (or encourages others to do so) against any person who
                reports
                a violation of the Code.

            


    

    


    Waivers
      of the Code

    


    Any
      waiver of this Code for executive officers or directors may be made only by
      the
      Board of Directors and will be promptly disclosed if, and as required by law,
      or
      stock exchange regulation.

    


    Questions
      Regarding the Code

    


    The
      Company is committed to provide timely and specific guidance concerning
      interpretation of the Code or guidance with respect to any ethical question
      which Company Personnel may encounter. As further discussed below, all Company
      Personnel are encouraged to seek advice from their Company Compliance Officer
      and/or the Corporate Legal Department on these matters.

    


    


    COMPLIANCE
      WITH APPLICABLE LAWS AND POLICIES

    


    In
      General

    


    The
      activities of the Company, and all Company Personnel should always be in full
      compliance with applicable laws, rules and regulations. In the case of
      non-employee consultants or agents, it is the responsibility of the Company
      Compliance Officer to make sure that such persons are aware of the Code and
      agree to conduct themselves in accordance with its provisions. Described below
      are certain laws and regulations particularly important to the Company's
      business.

     

     

    
      
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False
      Statements and Schemes to Defraud

    


    In
      the
      day to day affairs of the Company it may be customary for Company Personnel
      to
      sign a multitude of documents, some of which require sworn statements. It is
      a
      violation of Company policy, and a criminal offense punishable by fines and
      imprisonment, for employees to knowingly make false statements under oath
      regarding matters within the jurisdiction of the federal government or a state
      government. In addition, conduct in which any Member of Company Personnel
      engages in any scheme or artifice to defraud anyone, or cause the mail or wire
      services to be used in furtherance of such conduct, is in violation of this
      Code
      and the law, and can result in severe legal penalties. Any questions regarding
      these matters should be directed to the Corporate Legal Department.

    


    Accounting
      and Record-Keeping

    


    The
      law
      requires that the Company properly keep books, records and accounts which
      reflect accurately and fairly and within the Company's normal system of
      accountability, all transactions of the Company, and all other events that
      are
      the subject of specific regulatory record-keeping requirements. 

    


    It
      is the
      policy of the Company that all transactions be recorded as necessary or
      appropriate in the regular books of the Company to permit the preparation of
      financial statements in conformity with Generally Accepted Accounting Principles
      and other applicable rules, regulations and criteria and to ensure full
      accountability for all assets and activities of the Company. Under no
      circumstances will the Company approve the establishment of (i) any unrecorded
      fund or asset of the Company, regardless of the purposes for which such fund
      or
      asset may have been intended, (ii) any improper or inaccurate entry knowingly
      made in the books and records of the Company, (iii) any payment on behalf of
      the
      Company made with the intention, understanding or awareness that any part of
      such payment is to be used for any purpose other than that described by the
      documents supporting the payments, or (iv) any payment or transaction not made
      for a proper, lawful and authorized Company purpose. 

    


    If
      you
      have any question regarding compliance of the Company's books and records with
      the foregoing requirements, please contact the Company Compliance Officer or
      the
      Corporate Legal Department.

    


    Conduct
      of Audits

    


    No
      action
      should be taken by any Company Personnel to fraudulently influence, coerce,
      manipulate, or mislead (i) any independent public or certified accountant
      engaged in the performance of an audit of the financial statements of the
      Company, or (ii) any member of the Company’s Internal Audit Department engaged
      in the performance of an internal audit or investigation. All Company Personnel
      are expected to cooperate in any audit or investigation being conducted by
      the
      Company’s internal or independent auditors in coordination with the Company’s
      Corporate Legal Department.

     

     

    
      
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    Cooperation
      with Investigations and Law Enforcement

    


    It
      is the
      Company’s policy to cooperate, in an organized manner through the Corporate
      Legal Department, with all proper: (i) government investigators and law
      enforcement officials, (ii) investigations by non-governmental regulators with
      oversight of the Company’s business (such as securities exchanges), and (iii)
      internal Company investigations. All inquiries or requests or demands for
      information from external or internal investigators should be immediately
      referred to the Corporate Legal Department. The Corporate Legal Department
      will
      coordinate all responses to external or internal investigators’ questions.
      Failure to cooperate with legitimate investigations in this manner will result
      in disciplinary action, up to and including termination.

    


    Environmental
      Compliance

    


    The
      Company intends to conduct its business in compliance with applicable federal,
      state and local laws and regulations relating to the protection of the
      environment and it is the responsibility of all Company Personnel to carry
      out
      this obligation.

    


    Environmental
      violations, even if totally unintentional, carry severe penalties and could
      result in criminal prosecution of both the Company Personnel involved and the
      Company. The Company believes that environmental compliance today will help
      the
      Company avoid problems and liabilities in the future.

     

     The
      complexity of environmental laws and their
      impact is significant and the Kaman
      Environmental Compliance Guide
      has been
      prepared to outline these laws and their requirements. For detailed information
      on compliance with environmental laws, reference the Kaman
      Environmental Compliance Guide
      or
      contact the Corporate Legal Department. Please contact your Company Compliance
      Officer or the Corporate Legal Department for a copy of this
      brochure.
      


      Competition
        and Antitrust Laws

      


      The
        existence of competition is vital to the free enterprise system and the Company
        believes in total compliance with federal and state antitrust laws by all
        Company Personnel at every level of our business. These laws have been created
        to promote competition by restricting a wide range of anti-competitive
        transactions and practices and bear on many aspects of relations with
        competitors and customers. Although such laws are complicated, ignorance
        of what
        constitutes an antitrust violation is not a defense to prosecution. Company
        pricing and related procedures, and relationships with competitors and customers
        are particularly sensitive areas. 

    

     

     

    
      
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      The
      complexity of the antitrust laws and their impact is significant and the
Kaman
      Antitrust Compliance Guide
      has been
      prepared to outline these laws and their requirements. For more detailed
      information on compliance with antitrust laws reference the Kaman
      Antitrust Compliance Guide
      or
      contact the Corporate Legal Department. Please contact your Company Compliance
      Officer or the Corporate Legal Department for a copy of this
      brochure.

    


    Labor
      and Employment Laws

    


    The
      Company’s policy is that all Company Personnel shall comply with applicable
      federal, state and local laws concerning labor and employment.

    


    The
      Company is bound by these laws and has established comprehensive programs,
      including equal employment opportunity procedures, safety and health programs
      and wage and hour procedures to ensure compliance with legal requirements.
      The
      following is a discussion of general labor and employment laws and the Company's
      policies with respect to such laws.

    


    Equal
      Employment Opportunity.
      The
      Company is dedicated to the goal of providing equal employment opportunity
      for
      all persons without regard to any legally impermissible classification
      including, but not limited to, race, color, religion, sex, national origin,
      citizenship, age, sexual orientation, disability, or veteran
      status.

    


    The
      Company requires all Company Personnel to refrain from any act which is designed
      to, or causes, unlawful employment discrimination in any aspect of a person's
      employment including decisions concerning hiring, placement, transfer, demotion,
      promotion, recruitment, training, advertising, compensation, termination or
      use
      of employee benefits or facilities.

    


    Americans
      with Disabilities.
      The
      Company requires that Company Personnel not discriminate against any individual
      with a disability who is qualified to perform the essential functions of his/her
      job with or without reasonable accommodation. The Company requires that such
      discrimination not occur in the hiring process or in regard to any term,
      condition or privilege of employment, and the Company requires that reasonable
      accommodations be made for such individual unless such accommodations result
      in
      undue hardship for the Company, as defined by law.

    


    Sexual
      and Other Harassment.
      The
      Company strongly supports the right of Company Personnel to work in an
      environment that is free from all forms of discrimination, including what has
      been called "sexual harassment", and discriminatory or retaliatory treatment
      based on race, color, sex (with or without sexual conduct), religion, national
      origin, age, disability, or any other legally impermissible classification,
      or
      because the Member of Company Personnel asserts rights under, or participates
      in
      an investigation or complaint proceeding under, any equal opportunity or
      affirmative action laws or regulations. Sexual harassment may include unwelcome
      sexual advances, requests for sexual favors, and any other verbal or physical
      conduct of a sexual nature that has the effect of unreasonably interfering
      with
      an employee's work performance or which creates an intimidating, hostile or
      offensive work environment. All Company Personnel should refrain from engaging
      in any conduct which gives rise to such an environment.

     

    
      
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    Safety
      and Health.
      The
      Company is committed to providing a workplace that is free of recognized hazards
      and meets all current legal requirements. Company Personnel are required to
      comply with all applicable federal, state and local health and safety laws
      and
      are required to report any unsafe conditions, hazards, broken equipment or
      machinery or work-related accidents to their supervisor or to the Company
      Compliance Officer. Supervisors are responsible for ensuring that their staffs
      attend training sessions and periodic meetings concerning safe work practices
      and accident prevention when such meetings are scheduled. Each Member of Company
      Personnel has the responsibility to prevent accidents by following safe work
      procedures and practices and using all personal protective equipment provided
      by
      the Company.

    


    Substance
      and Alcohol Abuse.
      The
      use, sale, purchase, or possession of any controlled substance (except for
      proper use of medically prescribed drugs) by any Company
      Personnel
      or other
      person engaged in Company business or while on Company grounds is prohibited.
      Additionally, the use, sale, purchase or possession of alcohol on Company
      grounds is prohibited. Being under the influence of alcohol or any controlled
      substance (except medically prescribed drugs) while on Company grounds or
      performing Company business is also prohibited.

    


    Please
      contact your Company Compliance Officer or the Corporate Legal Department if
      you
      have questions concerning your rights under or your responsibilities in
      complying with labor and employment law policies and procedures.

    


    Federal,
      State and Local Governments Contracts

    


    As
      a
      supplier of products and services to the United States Government, as well
      as to
      state and local governments, the Company recognizes that there are numerous
      laws, regulations and contractual requirements which must govern its relations
      with the Government as a customer. These include the requirement to accurately
      and truthfully report to the best of the Company's knowledge and belief all
      required information which may include expenses, cost and pricing data, quality
      inspection, specification compliance and subcontractor or supplier cost and
      pricing data, and to deal with suppliers and subcontractors in a fair and
      reasonable manner consistent with all laws and with good business practices.
      In
      addition, the Company and all Company Personnel are required to follow rules
      and
      regulations which govern the handling of classified information. Each Member
      of
      Company Personnel in each segment of the Company having a government customer
      or
      customers shall comply with the Company’s policies and procedures specifically
      addressing government contracting issues.

    


    
      
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      Please
      contact the
      Corporate Legal Department if you have questions concerning the government
      contracting laws applicable to the Company.

    


    Improper
      Payments

    


    In
      connection with commercial business activities, Company Personnel may provide
      or
      accept entertainment, meals, gifts of a nominal value, and other business
      courtesies so long as they are documented in accordance with Company policy,
      arise out of the lawful and normal course of business, and are reasonable and
      in
      accordance with lawful and appropriate business customs.

    


    It
      is the
      Company's policy, however, to specifically prohibit Company Personnel from
      offering, giving, soliciting or receiving any form of bribe or kickback from
      anyone. In particular, the offer or provision of any bribe or gratuity to a
      federal, state or local government official is prohibited whether or not the
      offer or gift is given for the specific purpose of influencing a governmental
      act and whether or not personal funds or resources are used. In addition, the
      law prohibits the use of Company funds to provide anything of value to a foreign
      official to induce that official to affect any governmental act or decision
      in a
      manner that will benefit the Company (except for certain "facilitating"
      payments, such as tipping a stevedore or harbor master, made to expedite the
      performance of routine government actions).

    


    In
      addition the Company will not provide or guarantee loans to any Company
      directors or executive officers that are prohibited by federal law.

    


    Political
      Contributions

    


    The
      Company’s policy is that all Company Personnel shall comply with political
      campaign finance and ethics laws. Federal law and Company policy prohibit the
      use of Company assets on behalf of a federal political party or candidate.
      Additional laws in this area apply specifically to Company segments doing
      business with the U.S. Department of Defense. 

    


    
      
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    As
      authorized by the Federal Election Campaign Act, the Company has established
      Political Action Committees (“PACs”) which may lawfully make contributions to
      candidates for public office. By law, the Company is prohibited from
      compensating or reimbursing Company Personnel for political contributions.
      All
      solicitations of Company Personnel for political contributions to Company PACs
      must communicate that such contributions are voluntary; no one will be
      prejudiced as a result of a decision not to contribute; and such contributions
      are not tax-deductible. The Company's policy is not intended to discourage
      or
      prohibit Company Personnel from voluntarily making personal political
      contributions; from participating in the political process on their own time
      and
      at their own expense; from expressing their personal views on legislative or
      political matters; or from otherwise engaging in political activities provided
      such activities do not create the appearance of Company activity.

    


    Securities
      Laws

    


    The
      Company has a commitment to comply with the federal and state securities laws
      and regulations which include the rules on so-called "insider" information.
      In
      the course of business operations, Company Personnel or others may become aware
      of material nonpublic information relating to business matters. Under securities
      laws any person who is aware of material nonpublic information is prohibited
      from trading in the Company’s securities on the basis of such information. In
      addition, under Company policy, all Company Personnel (including other persons
      who are closely related to a Member of Company Personnel) are prohibited from
      trading in the Company’s securities on the basis of such material nonpublic
      information. Any questions should be directed to any of the Company’s Compliance
      Officers or to the Company’s Corporate Legal Department. If any Member of
      Company Personnel becomes aware of material nonpublic information relating
      to
      the Company's business or relating to firms with which the Company is
      negotiating or competing, the law prevents such person from buying or selling
      shares or other securities of the Company or such firms or disclosing such
      information except to the extent permitted by applicable law until such
      information has been disclosed to the public and the market has had an adequate
      opportunity to absorb the information. 

    


    Please
      contact the Company’s Corporate Legal Department if you have questions
      concerning the "insider" information rules or other provisions of the securities
      laws. 

    


    Public
      Disclosures

    


    The
      Company’s principal executive, financial and accounting officers are responsible
      for the full, fair, accurate, timely, and understandable disclosure of all
      information required by applicable law to be so disclosed in reports and
      documents filed with, or submitted to, the Securities and Exchange Commission
      and other regulators, and in other public communications made by the
      Company.

    
       

      
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    Protection
      of Company Assets

    


    The
      protection, safeguarding and proper and efficient use of Company property and
      any customer or supplier property entrusted to the Company (collectively,
“Company property”) is an important responsibility of all Company Personnel.
      Care should be taken to ensure that Company property is not misappropriated,
      loaned to others, or sold or donated, without appropriate authorization. Any
      suspected incident of fraud or unauthorized conveyance of Company property
      should be immediately reported for investigation in accordance with the
      Company’s procedures. Company property, facilities and equipment are intended to
      be used for the conduct of the Company’s business and any exceptions should be
      in accordance with Company policy. Each employee should consult his or her
      supervisor for appropriate guidance and permission in this regard. Any question
      should be directed to the Company Compliance Officer or the Company’s Corporate
      Legal Department.

    


    Information
      Systems

    


    The
      Company provides computing, network and other electronic communication resources
      (“Information Systems”) to its Company Personnel because it recognizes the
      technology as a valuable business tool that enables individuals to communicate
      with greater efficiency, which further increases productivity.

    


    The
      use
      of such resources is a privilege, not a right. This privilege is embodied in
      the
      responsible use of these resources. The Company expects each person utilizing
      such resources to conduct himself or herself in a lawful, ethical and productive
      manner in accordance with Company policy and primarily for business related
      purposes. The Company will not tolerate the use of such resources for the
      purpose of distributing potentially offensive or inappropriate materials.
      Individuals, including Company Personnel, utilizing any Company Information
      Systems should have no expectation of privacy in connection with the use of
      the
      Company’s Information Systems. The contents of any message, document, or other
      matters sent through any Company Information System may be monitored by Company
      management, by law enforcement agencies or by others as the Company deems
      appropriate. The Company’s policy on use of the Company’s Information Systems
      appears periodically on the Company’s Information Systems network, and notices
      regarding its terms appears in other Company media and is available from the
      Human Resources Department of each of the Company’s segments.

    


    Document
      Retention

    


    The
      Company is required by law to maintain certain types of corporate records,
      usually for a specified period of time and each subsidiary is responsible for
      maintaining a records retention policy.

     

    
      
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    As
      a
      general matter, certain accounting, payroll and tax records and various legal
      contracts are to be maintained for a period of seven (7) years following their
      expiration; however, this period is subject to many exceptions, such as for
      records relating to tax filings, insurance policies, Department of Defense
      contracts and audits and certain personnel records. Failure to retain such
      documents for the required minimum period of time in each case could subject
      the
      Company to penalties and fines, cause loss of rights or place the Company at
      a
      serious disadvantage in litigation. Therefore, it is the Company's policy to
      retain corporate records and documents as are essential to the conduct of the
      Company's business activities for the legally required time periods and in
      accordance with each subsidiary’s policy.

    


    General
      correspondence and other documents which are not legally significant or
      essential to a particular business transaction are to be retained only for
      so
      long as necessary, and then are to be discarded regularly on an ongoing basis.
      However, in the case of litigation or a significant event likely to lead to
      litigation, such as the involvement of one of the Company’s products in an
      accident or a situation involving property damage or bodily injury, all regular
      destruction activity should be suspended and all documents pertinent to such
      action should be preserved until the matter is resolved. If you have any
      questions concerning specific document retention policies related to your
      company's policy or business activities, contact the Corporate Legal Department
      for further guidance.

    


    Privacy
      and Data Protection Laws

    


    The
      Company’s policy is to acquire, retain and disclose only such information
      related to its Company Personnel and customers as is permitted in accordance
      with applicable law in the jurisdictions in which the Company operates. It
      is
      the Company’s policy to comply with all applicable U.S. federal, state and local
      privacy laws and regulations, and with all valid subpoenas or court
      orders.

    


    In
      addition to the United States, many other countries have privacy and/or data
      protection laws, regulations or treaties establishing certain legal requirements
      applicable to the protection of personal data and information. To the extent
      the
      Company is subject to the laws of other countries, the Company is committed
      to
      compliance with such laws in handling its own and its customers’
information.

    


    Communications
      with the Media and the Public

    


    The
      Company is committed to making timely, complete and accurate public or
      regulatory disclosures as required by applicable law to maintain integrity
      in
      its relationships with the public. In general, requests for financial or
      business information about the Company or requests for interviews relating
      to
      the Company or its affairs, or the issuance of any press releases should be
      referred to the office of the Chief Investment Officer for review and approval
      in advance. To the extent such requests relate to legal proceedings or legal
      issues or are requests which emanate from governmental agencies or attorneys
      for
      private parties, such requests should be referred to the Corporate Legal
      Department. It is important that Company Personnel not respond to any such
      inquiry or contact on their own because any inappropriate or inaccurate
      response, even a denial or disclaimer of information, may result in adverse
      publicity and could otherwise seriously affect the Company’s legal or business
      position. Other public communications by Company Personnel in their capacity
      as
      Company representatives, such as articles for professional publications or
      speeches at professional gatherings or trade forums, should comply with Company
      procedures. In all other cases, Company Personnel should be aware that their
      statements and actions can reflect on the Company and may be interpreted as
      statements of the Company depending upon the circumstances. While the Company
      recognizes the right to freedom of individual expression, Company Personnel
      should not exercise this right in a manner which would imply that such
      expression is that of the Company, unless prior authorization has been granted
      by the Company.

     

    
      
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Lobbying

    


    Company
      Personnel whose work requires lobbying communications with any member or
      employee of a legislative body or with any government official or employee
      in
      the formulation of legislation should coordinate such activity with the
      Corporate Legal Department. “Lobbying” can include a variety of activities and
      may subject the Company to certain reporting requirements. Any questions should
      be directed to the Corporate Legal Department.

    


    Copyrighted
      Material/Computer Software

    


    It
      is
      against Company policy for any Company Personnel to copy, scan, digitize,
      broadcast or use third-party copyrighted material, or third-party computer
      software when conducting Company business, or preparing Company products or
      promotional materials, unless written permission from the copyright holder
      or a
      license from the computer software owner has been obtained prior to the proposed
      use. Improper use could subject both the Company and the individuals involved
      to
      legal liability for copyright infringement. Any questions should be directed
      to
      the Company’s Corporate Legal Department.

     

    
 

    
      
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    CONFLICTS
      OF INTEREST

    


    In
      General

    


    In
      addition to compliance with applicable law, Company Personnel are expected
      to
      act in an ethical manner and to avoid any activity that may interfere, or have
      the appearance of interfering with the independent exercise of their judgment
      in
      the best interests of the Company. 

    


    This
      policy is broader than mere observance of a rule, however. It includes a
      standard of loyalty and responsibility on the part of all Company Personnel
      to
      recognize their respective positions in the Company and to recognize how
      individual actions and interests can reflect upon both the individual and the
      Company.

    


    This
      policy is implemented by a continuing requirement of disclosure by all Company
      Personnel of any circumstances which might be inconsistent with the Company's
      policy. The continuing requirement of disclosure in no way represents an
      intention on the part of the Company to police or restrict the activities of
      Company Personnel. It is merely recognition of the proposition that very few
      substantial questions of conflicts of interest can exist where there is full
      knowledge of the facts by all parties.

    


    In
      accordance with this policy, the Company requires that all business transactions
      should be at arm's length, negotiated in good faith and based on merit alone.
      Although it is impractical to list all those circumstances which might raise
      ethical or conflict-of-interest questions, as a minimum examples of conflicts
      of
      interest include the following: conducting Company business with relatives;
      holding a material interest in or acting as an official of another enterprise
      which is a Company supplier, contractor, customer, consultant, competitor,
      merger target or acquisition target; benefiting unfairly (or enabling a relative
      to benefit unfairly) from the use or disposition of Company property or the
      conduct of Company business; and taking advantage of inside information which
      is
      not otherwise available to the general public for any manner of personal
      gain.

    


    In
      addition, since individuals interests tend to be identified with those of their
      immediate family members, all Company Personnel should be aware that actions
      of
      their family members may be attributable to them.

     

    
      
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Duty
      to Report Conflicts of Interest

    


    All
      Company
      Personnel
      have a
      responsibility and a duty of loyalty to the Company, and all
      business decisions
      should be made in the best interests of the Company. This means putting the
      Company’s interests first. A conflict of interest is created when a Member of
Company
      Personnel places
      self-interest (or the interests of others) ahead of the Company’s interests.


    


    All
      Company Personnel are encouraged to review their personal and employment
      situations and are required to take the following steps in any situation which
      might involve a potential conflict of interest or the appearance of such a
      conflict:

    


    1. Report
      the situation in writing to your supervisor;

    2. Obtain
      written approval from your supervisor for the situation or (if the situation
      is
      not approved) written direction for resolving the conflict of interest which
      might be posed.

    3. Should
      a
      situation arise that would constitute a “related-party transaction” under
      Securities and Exchange Commission regulations, the independent members of
      the
      Board of Directors will review the propriety of, and approve or disapprove,
      such
      transaction.

    


    All
      supervisors are required to maintain reasonable ongoing oversight after a
      potential conflict of interest (or the appearance thereof) has been reported
      in
      order to ensure that the direction provided by the supervisor with respect
      to
      the matter has been followed. Any questions should be referred to the Company
      Compliance Officer. Because certain situations may involve difficult questions
      of judgment, all situations which raise any question of a conflict of interest
      or a violation of ethical standards should be discussed with the employee’s
      supervisor or, if the conflict cannot be resolved or eliminated, with the
      Company Compliance Officer. 

     


    
      
        
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    FACT
      SHEET

    


    You
      may
      report your concerns on the Company’s Hot Line (866) 450-3663 (nationwide) and
      860-243-7900 (local within Connecticut)

    


    OR

    


    RETURN
      THIS completed document to: your Compliance Officer or

    


    Chief
      Compliance Officer

    Legal
      Department

    Kaman
      Corporation

    P.
      O. Box
      1

    Bloomfield,
      CT 06002

    "Personal
      and Confidential"

    


    
      
        	1.	
                Name
                  of person filing this report
                  (optional):

              


      

    

    


    
      
        	2.	
                Date:

              


      

    

    


    
      	
              3.

            	
              Facts:
                Please describe, as completely as possible, your knowledge of the
                facts
                (including, where appropriate, dates and times) relating to a violation
                or
                possible violation of the Kaman Code of Business Conduct. (Use a
                separate
                sheet and attach if more space is
                needed.)

            


    

    


    


    


    


    


    
      	
              4.

            	
              Signature:
                I declare that all of the statements made in this Fact Sheet are
                true to
                my best knowledge and belief. I understand that disciplinary actions
                may
                result if it is determined that the statements contained herein are
                false
                or made for a purpose other than to describe my knowledge of the
                facts
                relating to the particular violation or suspected violation set forth
                above.

            


    

    


    _______________________________________

    Signature
      (optional)

    (Please
      print your name below) (optional)

    _______________________________________

    


    
      	Note:	
              For
                various legal reasons, please DO NOT conduct your own preliminary
                investigations since acting on your own may adversely affect both
                you and
                Kaman.

            


    


    
      
        


        Copyright
          © Kaman Corporation 2006

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CERTIFICATION
      STATEMENT

    


    


    


    


    To:  
      Compliance Officer

    


    From: 
      Company
      Personnel

    


    


    This
      is
      to certify and acknowledge that I have received, read and understand the Kaman
      Code of Business Conduct (the "Code"). I agree to comply fully with the
      standards contained in the Code and any related policies and procedures adopted
      by the Company, and understand that compliance with such standards, policies
      and
      procedures is a condition of my continued employment or association with the
      Company.

    


    


    


                _________________________________

                 Signature

                (Please
      print your
      name below)

    


    


               _________________________________

    


    


    


                Date:
      ______________________________

    


    


    


    


    


    


    
      
        Copyright
          © Kaman Corporation 2006