UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                              FORM 10-K
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2002
                            OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    For the transition period from          to
                       Commission File No. 0-1093
                           KAMAN CORPORATION
                      (Exact Name of Registrant)
      Connecticut                           06-0613548
(State of Incorporation)   (I.R.S. Employer Identification No.)
        1332 Blue Hills Avenue, Bloomfield, Connecticut 06002
               (Address of principal executive offices)
  Registrant's telephone number, including area code-
                        (860) 243-7100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
       -Class A Common Stock, Par Value $1.00
       -6% Convertible Subordinated Debentures Due 2012
     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  Yes (X)  No ( )
     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated herein by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [   ].
     Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes (X)  No ( )
     State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid
and asked price of such common equity, as of the last business day
of the registrant's most recently completed second fiscal quarter.
                $351,907,817 as of June 30, 2002.
     Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable
date (February 1, 2003).
                Class A Common      21,804,152 shares
                Class B Common         667,814 shares
           DOCUMENTS INCORPORATED HEREIN BY REFERENCE
Portions of the Corporation's 2002 Annual Report to Shareholders
are incorporated herein by reference and filed as Exhibit 13 to
this Report.



                                  PART I

ITEM 1.  BUSINESS

Kaman Corporation, incorporated in 1945, reports information for
itself and its subsidiaries (collectively, the "corporation") in
the following business segments: Aerospace, Industrial
Distribution, and Music Distribution.

The Aerospace segment serves commercial as well as domestic and
foreign defense markets with a variety of products, including the
SH-2G Super Seasprite naval helicopter and the K-MAX medium-to-
heavy lift helicopter; aircraft structures and components for
commercial and military aircraft, including specialized aircraft
bearings; and various advanced technology products for specialized
applications, including missile and bomb fuzing devices.  The
Industrial Distribution segment provides bearings and power
transmission, motion control, material handling and electrical
components as well as value-added services to a highly diversified
cross-section of North American industry.  The Music Distribution
segment serves domestic and foreign markets with a wide variety of
musical instruments and accessories for amateur and professional
musicians.


AEROSPACE

In the Aerospace segment, programs involving helicopter
manufacturing, spare parts and support represented approximately
31% of 2002 sales, compared to approximately 41% in 2001.
Aerostructure and helicopter subcontract work along with
production of components such as self-lubricating bearings and
driveline couplings for aircraft applications represented about
48% of segment sales in 2002, compared to about 42% in 2001.
Advanced technology products represented approximately 21% of
segment sales in 2002, compared to 17% in 2001.

In the second quarter of 2002, the corporation recorded a pre-
tax charge of $86.0 million attributable to the Aerospace
segment (of which $52.7 million was non-cash), which included a
$25.0 million charge for cost growth associated with the
Australia SH-2G(A) program; $50.0 million for the write-down of
K-MAX helicopter assets, principally inventories; and $11.0
million for the anticipated costs to phase out operations at the
Corporation's Moosup, Connecticut manufacturing facility by the
end of 2003.  In the second quarter of 2001, the corporation
recorded a $31.2 million sales and pre-tax earnings adjustment
related to cost growth in the Australia helicopter program.

The segment's helicopter programs include the SH-2G multi-
mission naval helicopter and the K-MAX (registered trademark)


                               Page 1


medium-to-heavy external lift helicopter. The SH-2G helicopter
represents the vast majority of the segment's helicopter program
sales and generally consists of retrofit of the corporation's SH-
2F helicopters to the SH-2G configuration or refurbishment of
existing SH-2G helicopters.  The SH-2, including its F and G
configurations, was originally manufactured for the U.S. Navy.

The SH-2G aircraft is currently in service with the Egyptian Air
Force and the Royal New Zealand Navy.  The corporation is
continuing performance of programs for Australia and Poland.

The retrofit program for New Zealand, which involved five
aircraft with support, is essentially complete.  During 2002,
four aircraft were accepted and put into service by the New
Zealand government. The fifth and final aircraft, which was
purchased under an option to the original contract, has been
delivered and is now in the customer's flight acceptance test
process.  The contract has an anticipated value of about $189
million (US) of which about 98% was recorded as sales through
December 31, 2002.

Work continued during 2002 on the SH-2G(A) retrofit program for
Australia.  This program involves eleven helicopters with
support, including a support services facility, for the Royal
Australian Navy (RAN).  The total contract has an anticipated
value of about $711 million (US) and the helicopter production
portion of the program is valued at approximately $590 million
(US) of which about 91% was recorded as sales through December
31, 2002.  This program is now in a loss position due to the
previously mentioned charge taken in second quarter of 2002 and
pre-tax sales and earnings adjustment taken in the second
quarter of 2001.  Both items are related to cost growth in the
program stemming largely from a contract dispute with the
original subcontractor responsible for development of the
aircraft's Integrated Tactical Avionics System (ITAS) hardware
and software (a feature unique to the Australia program).
Settlement of that dispute in 2001 resulted in the need to hire
replacement subcontractors for the balance of the ITAS software
development and the corporation's assumption  of final
integration testing responsibility.  An additional loss accrual
was recognized in the fourth quarter of 2002 in connection with
higher overhead rates across all active programs in the
corporation's Kaman Aerospace subsidiary.

Ten of the Australia aircraft are substantially complete; the
corporation has retained the eleventh aircraft for test
purposes.  All of the aircraft lack the full ITAS software and
the replacement subcontractors are in the process of completing
this element of the program.  The corporation and the RAN have
reached agreement on a plan for phased acceptance of the
aircraft and completion of aircraft deliveries.  Under the
agreement, phased acceptance is contingent upon the RAN's

                               Page 2


satisfaction with the corporation's progress with respect to
certain important project milestones during 2003.  The
corporation currently expects that the software will be fully
completed, installed and operational on all of the Australia
aircraft by the end of 2004.

The corporation is continuing work on a small contract to
refurbish four existing SH-2G aircraft previously in service
with the U.S. Navy Reserves to operate aboard two Polish Navy
frigates in multi-mission roles such as surface surveillance and
anti-submarine warfare.  The program involves reactivation of
the aircraft, training, and logistics support, including
delivery of initial spares components.  Reactivation of two
aircraft was completed in the fourth quarter of 2002 and they
have been accepted.  Reactivation of the other two aircraft is
underway and is scheduled for completion by the end of 2003.

During 2002, the corporation continued to provide on-site
support in the Republic of Egypt for ten SH-2G helicopters that
were delivered in 1998 under that country's foreign military
sale agreement with the U.S. Navy.

The corporation is also participating in a competition to supply
up to six search and rescue helicopters to Egypt, proposing to
supply remanufactured SH-2Gs for that requirement.  The
corporation's involvement in this process began in early 1999.
Based upon discussions with Egyptian officials during recent
visits, management believes that the selection process is being
further delayed and is not likely to result in an award
announcement in 2003.

The corporation is actively pursuing other opportunities for the
SH-2G helicopter in the international defense market.  This
market is highly competitive and heavily influenced by economic
and political conditions.  However, management continues to
believe that the aircraft is in a good competitive position to
meet the specialized needs of navies around the world that
operate smaller ships for which the SH-2G is ideally sized.

The corporation also maintains a consignment of the U.S. Navy's
inventory of SH-2 spare parts under a multi-year agreement that
provides the corporation the ability to utilize certain
inventory for support of its SH-2G programs.

The corporation also manufactures the K-MAX medium-to-heavy lift
helicopter that can be used in a variety of applications,
including fire fighting, logging, construction, and logistics
support.  The program began in 1994 and has experienced
significant market difficulties in the past several years.  In
the second quarter of 2002, based upon a current market
evaluation of the aircraft, management made a determination that


                               Page 3


it would produce further aircraft only upon firm order by a
customer and would pursue both a sale and short-term lease
program for existing new and used K-MAX aircraft inventory.
During 2002, three used aircraft were leased and two used
aircraft (one of which had been under lease) were sold under
that program.  In connection with the decision made in the
second quarter, the corporation wrote down the value of existing
aircraft, excess spare parts, and equipment inventories.
Development costs for the aircraft were expensed in the past.
On a going forward basis, the corporation intends to maintain
adequate inventories and personnel to support the fleet.

In the second quarter of 2002, management made the decision to
phase out the corporation's aircraft manufacturing plant in
Moosup, Connecticut by the end of 2003.  This is the oldest and
least efficient of the corporation's facilities and the work
performed there will be relocated to other company facilities.
In connection with this closure, the corporation expects that the
employment of approximately 400 individuals located in Bloomfield
and Moosup, Connecticut will be eliminated.

The Aerospace segment also performs aerostructure and helicopter
subcontract work for a variety of aerospace manufacturing
programs and produces proprietary self-lubricating bearings.
This business is an area of strategic emphasis for the
corporation, however performance was adversely affected by
weakness in the commercial aerospace market during 2002.

Aerostructures subcontract work involves commercial and military
aircraft programs.  Current programs include production of wing
structures for virtually all Boeing commercial aircraft and the
C-17 military transport.  In the third quarter of 2002, the
corporation received a follow-on contract from Boeing for C-17
structural components.  The contract runs through June 2007 and
has a potential value of $67.5 million. During the second quarter
of 2002, the corporation received a new contract from Boeing under
which the segment will receive and assemble additional parts from
other suppliers and ship higher-level assemblies to Boeing. These
assemblies will become part of aircraft fuselages, wings and tail
structures for Boeing 747, 757, 767, and 777 families of commercial
airplanes.

In addition, the corporation acquired Plastic Fabricating
Company, Inc., a Wichita, Kansas manufacturer of composite parts
and assemblies for aerospace applications, in December 2001.
This acquisition has complemented the segment's existing
composites and metal bonding operations and provided the segment
with a presence in one of the largest aerospace manufacturing
areas in the United States.

Helicopter subcontract work involves commercial helicopter
programs.  Current work includes multi-year contracts that were

                               Page 4


awarded in 2000 for production of fuselages and rotor systems
for various MD Helicopters, Inc. (MDHI) aircraft.  Total orders
received from MDHI continue to run at significantly lower sales
rates than originally anticipated due to lower than expected
demand.  The corporation has developed a large investment in
these contracts (including receivables, start-up costs, and
other program expenditures) and has experienced difficulty with
receipt of payments from MDHI.  Management is concerned about
this exposure and is working with MDHI in an effort to address
their payment issues.

The segment's proprietary self-lubricating bearings are used in
aircraft flight controls, turbine engines and landing gear as
well as driveline couplings for helicopters.  During 2002, this
business continued to be affected by the drop-off in commercial
and regional aircraft manufacturing, although the effect has
been offset to some degree by increases in commercial
aftermarket and military programs.  In July 2002, the
corporation acquired RWG Frankenjura-Industrie Flugwerklager
GmbH ("RWG"), a privately held German aerospace bearing
manufacturer.  RWG complements the corporation's proprietary
line of bearings and provides a presence in European aerospace
markets.  RWG had sales of about US $10 million in 2001 and its
largest customer is Airbus Industrie.

The Aerospace segment also produces advanced technology products
and this portion of the segment's business is benefiting from
increased defense spending. These products involve systems,
devices and assemblies for a variety of military and commercial
applications, including safe, arm and fuzing devices for several
missile and bomb programs; high reliability memory systems for
airborne, shipboard, and ground-based programs; precision non-
contact measuring systems for industrial and scientific use; and
electro-optic systems for mine detection and other applications.

Advanced technology products is also an area of strategic emphasis
for the corporation.  In July 2002, the corporation completed its
acquisition of the assets and certain liabilities of Dayron (a
division of DSE, Inc.), a weapons fuze manufacturer, located in
Orlando, Florida.  Dayron manufactures bomb fuzes for a variety of
munitions programs, and has the contract to develop a fuze for the
U.S. Air Force and Navy Joint Programmable Fuze (JPF) program.  As
a result of qualification test results received during the first
quarter of 2003, the corporation is evaluating the need for certain
changes to the fuze and its production process.  In addition, a new
government requirement has been identified for which the
corporation expects to receive a contract modification in the near
term.  Management currently expects to complete changes, if any,
and resume final qualification testing by early in the third
quarter of 2003.



                               Page 5


In the third quarter of 2002, the corporation was selected to
participate on a Northrop-Grumman led team for a U.S. Navy
program to design and develop the Rapid Airborne Mine Clearance
System, a helicopter-borne clearance capability system for near
surface and surface moored sea mines that will provide airborne
mine defense for carrier battle groups and amphibious ready
groups. The corporation will be responsible for the laser-based
target sensor subsystem development.  The 36-month subcontract
is valued at approximately $7.6 million.  In October 2002, the
corporation was selected to participate with the University of
Arizona to build a collimator used for testing large optical
systems in a vacuum environment.  The corporation's portion of
the five-year contract is valued at about $12.8 million, with
the majority of the work expected to occur in 2003.

During the past twelve months, the corporation sold two non-core
portions of the Aerospace segment.  Specifically, in the second
quarter of 2002, the corporation sold its microwave products line.
That product line was associated with the former Kaman Sciences
Corp. subsidiary which was sold in 1997. Microwave product sales
were about $7.5 million in 2001.  In January 2003, the corporation
sold its Electromagnetics Development Center (EDC), an electric
motor and drive business that had sales of approximately $14
million in 2002.  The EDC is part of the industry team selected by
the U.S. Navy to design the integrated electric drive system for
the Navy's DD(X) next generation surface vessel.

Also during 2002, a common lean thinking methodology was adopted
in manufacturing and office environments across the segment and
results have included elimination of production time and parts
travel, and required square footages for the segment's
activities.  The application of lean thinking principles
continues.

Due to the lack of new helicopter production orders, in
combination with the wind down of the New Zealand and Australia
SH-2G programs and weakness in the commercial aerospace market,
significant measures are being taken in the corporation's Kaman
Aerospace subsidiary in order to attempt to bring operating
overheads in line with a lower business base.  These steps
have included the charge already described to phase out
operations at the Moosup, Connecticut production facility and
continuing reductions in the segment's workforce.  As a result of
lower production levels, active programs must absorb overhead
expenditures at higher rates, and in the fourth quarter of 2002
these increased overhead rates resulted in higher costs, lower
program profitability and loss accruals for a few long-term
programs, including certain Boeing work, and the additional loss
accrual for the Australia SH-2G program that was previously
described.



                               Page 6


INDUSTRIAL DISTRIBUTION

This segment, one of the nation's larger industrial
distributors, offers more than 1.5 million items as well as
value-added services to a base of more than 50,000 customers
spanning nearly every sector of U.S. industry.  Distributed
items are supplied by some 1,400 manufacturers and include
bearings and power transmission, motion control, materials
handling, fluid power and linear motion components. The segment's
top ten suppliers (listed alphabetically) include Baldor
Electric, Emerson (EMT), Falk Corporation, Gates Rubber, Rexnord,
Rockwell Automation, SKF, Thompson Industries, Timken, and the
Torrington Company.

The segment serves 67 of the top 100 industrial markets in the
United States with a system of strategically located warehouses
and service centers. Additional facilities are located in Canada
and Mexico through which the segment serves local customers and
large enterprises whose plants span North America.

In executing the segment's strategy to expand its geographic
coverage through both acquisitions and internal growth, the
segment acquired a majority of the assets and certain
liabilities of A-C Supply, Inc., located in the upper Midwest,
in 2001 and a 60% equity interest in Delamac de Mexico S.A. de
C.V. ("Delamac"), a distributor of industrial products
headquartered in Mexico City, in the first quarter of 2002.
These acquisitions have expanded the segment's presence into new
geographical areas and improved its ability to serve national
account customers.  In addition, during 2002, the segment opened
two locations in Roanoke and Lynchburg, Virginia and one
location in Omaha, Nebraska.

The segment's value-added services and systems assist customers
to lower costs and improve their processes.  Services include
same or next day delivery for most customers across North
America, current order accuracy from its warehouses at over 99%,
and trained, knowledgeable customer service personnel.  The
segment was named Supplier of the Year by Frito Lay North
America in 2002 and was designated 2002 Majority Supplier of the
Year for minority business utilization by Procter & Gamble.

During 2002, the segment launched a new, updated version of its
e-commerce website.  The new site provides a computer-to
computer link that features a complete electronic catalog,
allowing on-line ordering and payment, and supporting inventory
management.  This website increases customer convenience and
reduces paperwork and costs.

The segment's business is influenced by industrial production
levels and has been adversely affected by conditions in the
manufacturing sector that have existed since late 2000.  These

                               Page 7


difficult economic conditions are continuing, however cost
reduction activity helped the segment to remain profitable in
2002.  And particularly in this economic environment, the
industry's practice of providing vendor incentives was an
important contributor to the segment's operating profits.

In the past, this segment has been one of numerous defendants in
a few "John Doe" type legal proceedings, and generally relating
to parts allegedly supplied to the U.S. Navy's shipyard in San
Diego, California by a predecessor company over 25 years ago,
that may have contained asbestos. The corporation settled those
few claims for nominal amounts with contribution by insurance
carriers.  In the third quarter of 2002, however, the
corporation experienced an increase in such claims.  Management
believes that the segment has good defenses to these claims,
which it will assert and does not currently expect that this
situation will have a material adverse effect on the
corporation.


MUSIC DISTRIBUTION

This segment is America's largest independent distributor of
musical instruments and accessories, offering more than 10,000
products to retailers of all sizes, from national chains to
independent shops, for musicians of all capabilities and skill
levels.  The segment had good results for 2002, reflecting
sustained levels of consumer spending in the music retail market.

Products include proprietary items such as the segment's own
Ovation (registered trademark) and Hamer (registered trademark)
guitars as well as Takamine (registered trademark) guitars offered
under an exclusive North American distribution agreement; and
distributed products such as TOCA (registered trademark) Latin
style hand percussion instruments, Gibraltar percussion hardware,
Sabian* cymbals and Gretsch* Drums.  In October 2002, the segment
acquired Latin Percussion, Inc., a leading global distributor of a
wide range of Latin hand percussion instruments.

To ensure high quality while offering value at different price
points, the segment's products are manufactured both in the United
States and abroad.

The segment serves the needs of music retailers with an advanced
distribution system and processes that are designed to assure speed
and accuracy.  Customers have access to the segment's website as
well as phone, fax and e-mail ordering systems.  The website
provides electronic exchange of invoices and statements and
customers can download high resolution images of the segment's
products for their own marketing purposes.  During 2002, the
segment implemented a new inventory replenishment system in order


                               Page 8


to strengthen inventory management and further improve just in time
delivery schedules.

In the third quarter of 2002, one of the Music Distribution
segment's larger chain store customers, Mars Music, filed for
Chapter 11 bankruptcy protection.  The corporation's exposure as
an unsecured creditor has been reserved for.

*Sabian and Gretsch are registered trademarks of others.

AVAILABLE INFORMATION

The corporation's website address is www.kaman.com.  The
corporation's annual report on Form 10-K, quarterly reports on Form
10-Q, and current reports on Form 8-K as well as amendments to
those reports filed or furnished pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, together with Section 16
insider beneficial stock ownership reports, are available free of
charge through the website as soon as reasonably practicable after
they are electronically filed or furnished to the Securities and
Exchange Commission. The information contained in the corporation's
website is not intended to be incorporated into this Annual Report
on Form 10-K.

FINANCIAL INFORMATION

     Information concerning each segment's performance for the
last three fiscal years is included in the Segment Information
section of the corporation's 2002 Annual Report to Shareholders
(Exhibit 13 to this Form 10-K) and such section is incorporated
herein by reference.

PRINCIPAL PRODUCTS AND SERVICES

     Following is information for the three preceding fiscal
years concerning the percentage contribution of each business
segment's products and services to the corporation's
consolidated net sales:

                         Years Ended December 31
                         2000     2001     2002
                         ------   ------   ------
                                  
Aerospace                 37.0%    34.4%   31.3%
Industrial Distribution   50.5%    51.8%   54.2%
Music Distribution        12.5%    13.8%   14.5%
                         ------   ------   ------
Total                    100.0%   100.0%  100.0%





                               Page 9


RESEARCH AND DEVELOPMENT EXPENDITURES

     Government sponsored research expenditures by the
Aerospace segment were $9.8 million in 2002, $6.7 million in
2001, and $10.2 million in 2000. Independent research and
development expenditures were $5.4 million in 2002, $4.7 million in
2001, and $5.5 million in 2000.

BACKLOG

     Program backlog of the Aerospace segment was approximately
$370.0 million at December 31, 2002 ($10.4 million of which was
attributable to the EDC division of the Aerospace segment, which
was sold on January 15, 2003), $364.9 million at December 2001,
and $439.9 million at December 31, 2000.

     The corporation anticipates that approximately 54.6% of its
backlog at the end of 2002 will be performed in 2003.
Approximately 31.3% of the backlog at the end of 2002 is
related to U.S. government contracts or subcontracts which are
included in backlog to the extent that funding has been
appropriated by Congress and allocated to the particular contract
by the relevant procurement agency.  Virtually all of these funded
government contracts have been signed.

GOVERNMENT CONTRACTS

     During 2002, approximately 90.9% of the work performed by
the corporation directly or indirectly for the U.S. government
was performed on a fixed-price basis and the balance was
performed on a cost-reimbursement basis.  Under a fixed-price
contract, the price paid to the contractor is negotiated at the
outset of the contract and is not generally subject to
adjustment to reflect the actual costs incurred by the
contractor in the performance of the contract.  Cost
reimbursement contracts provide for the reimbursement of
allowable costs and an additional negotiated fee.

     The corporation's United States government contracts and
subcontracts contain the usual required provisions permitting
termination at any time for the convenience of the government
with payment for work completed and associated profit at the
time of termination.

COMPETITION

     The Aerospace segment operates in a highly competitive
environment with many other organizations, some of which are
substantially larger and have greater financial and other
resources.  The corporation competes with other helicopter
manufacturers on the basis of price, performance, and mission
capabilities; and also on the basis of its experience as a

                               Page 10


manufacturer of helicopters, the quality of its products and
services, and the availability of facilities, equipment and
personnel to perform contracts.  Consolidation in the industry
has increased the level of international competition for
helicopter programs.  The corporation's FAA certified K-MAX
helicopters compete with military surplus helicopters and other
used commercial helicopters employed for lifting, as well as with
alternative methods of meeting lifting requirements.  The
corporation competes for its subcontract aerostructures,
helicopter structures and components business on the basis of
price and quality; product endurance and special performance
characteristics; proprietary knowledge; and the reputation of the
corporation.  The corporation competes for its advanced
technology fuzing business primarily on the basis of technical
competence, product quality, and to some extent, price;
and also on the basis of its experience as a developer and
manufacturer of fuzes for particular weapon types and the
availability of facilities, equipment and personnel.  The
corporation is also affected by the political and economic
circumstances of its potential foreign customers.

     Industrial distribution operations are subject to a high
degree of competition from several other national distributors,
two of which are substantially larger than the corporation;
and from many regional and local firms.  Competitive forces
have intensified due to weakness in the U.S. manufacturing
sector that has existed since late 2000, the growth of major
competitors through consolidation and the increasing importance
of large national or North American accounts.

     Music distribution operations compete with domestic and
foreign distributors.  Certain musical instrument products
manufactured by the corporation are subject to competition from
U.S. and foreign manufacturers as well.  The corporation competes
in these markets on the basis of service, price, performance, and
inventory variety and availability.  The corporation also competes
on the basis of quality and market recognition of its music
products and has established trademarks and trade names under which
certain of its music products are produced, as well as under
private label manufacturing in a number of foreign countries.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking information relating to the
corporation's business and prospects, including the SH-2G and
K-MAX helicopter programs, aerostructures and helicopter
subcontract programs and components, advanced technology
products, including fuzes for the JPF program, the industrial and
music distribution businesses, operating cash flow, and other
matters that involve a number of uncertainties that may cause
actual results to differ materially from expectations.  Those
uncertainties include, but are not limited to: 1) the successful

                               Page 11


conclusion of competitions and thereafter contract negotiations
with government authorities, including foreign governments,
including specifically the Egypt helicopter competition; 2)
political developments in countries where the corporation intends
to do business; 3) standard government contract provisions
permitting renegotiation of terms and termination for the
convenience of the government; 4) economic and competitive
conditions in markets served by the corporation, including
industry consolidation in the United States and global economic
conditions; 5) attainment of remaining project milestones and
satisfactory completion of the Australian SH-2G(A) program; 6)
recovery of the corporation's investment in the MD Helicopter,
Inc. contracts; 7) actual costs for moving equipment and re-
certifying products and processes in connection with phase out of
the Moosup, Connecticut facility; 8) JPF program final
qualification test results and receipt of production orders; 9)
achievement of enhanced business base in the Aerospace segment in
order to better absorb overhead rates; 10) successful sale or
lease of existing K-MAX inventory; 11) profitable integration of
acquired businesses into the corporation's operations; 12)
U.S. industrial production levels; 13) changes in supplier sales
policies; 14) the effect of price increases or decreases; and 15)
currency exchange rates, taxes, changes in laws and regulations,
interest rates, inflation rates, general business conditions and
other factors. Any forward-looking information should be
considered with these factors in mind.

EMPLOYEES

     As of December 31, 2002, the Corporation employed 3,615
individuals throughout its business segments and corporate
headquarters as follows:
                                            
Aerospace                                      1,729
Industrial Distribution                        1,439
Music Distribution                               376
Corporate Headquarters                            71
                                               -----
                                               3,615


PATENTS AND TRADEMARKS

     The corporation holds patents reflecting scientific and
technical accomplishments in a wide range of areas covering both
basic production of certain products, including aerospace
products and musical instruments, as well as highly specialized
devices and advanced technology products in defense related
and commercial fields.



                               Page 12


Although the corporation's patents enhance its competitive
position, management believes that none of such patents or patent
applications is singularly or as a group essential to its
business as a whole.  The corporation holds or has applied for
U.S. and foreign patents with expiration dates that range through
the year 2022.

     These patents are allocated among the corporation's business
segments as follows:


                                  U.S. PATENTS    FOREIGN PATENTS
Segment                          Issued Pending   Issued  Pending
                                                  
Aerospace                          39       2        14        4
Industrial Distribution             0       0         0        0
Music Distribution                 31       2        37       63
                                   --       --       --       --
                                   70       4        51       67


Registered trademarks of Kaman Corporation include Adamas,
Applause, Hamer, KAflex, KAron, K-MAX, Magic Lantern, Ovation, LP
and Latin Percussion.  In all, the corporation maintains 298 U.S.
and foreign trademarks with 46 applications pending, most of which
relate to music products in the Music Distribution segment.


COMPLIANCE WITH ENVIRONMENTAL PROTECTION LAWS

     In the opinion of management, based on the corporation's
knowledge and analysis of relevant facts and circumstances,
compliance with any environmental protection laws is not likely
to have a material adverse effect upon the capital expenditures,
earnings or competitive position of the corporation.

     The corporation is subject to the usual reviews, inspections
and enforcement actions by various federal and state
environmental and enforcement agencies and has entered into
agreements and consent decrees at various times in connection
with such reviews.  One such matter, Rocque vs. Kaman, is
discussed in Item 3 (Legal Proceedings).  In addition, the
Corporation engages in various environmental studies and
investigations and, where legally required to do so, undertakes
appropriate remedial actions at facilities owned or controlled by
it, either voluntarily or in connection with the acquisition,
disposal or operation of such facilities.  Also on occasion the
corporation has been identified as a potentially responsible
party ("PRP") by the U.S. Environmental Protection Agency ("EPA")
in connection with the EPA's investigation of certain third party
facilities.  In each instance, the corporation has provided
appropriate responses to all requests for information that it has

                               Page 13


received, and the matters have been resolved either through de
minimis settlements, consent agreements, or through no further
action being taken by the EPA or the applicable state agency with
respect to the corporation.  One such matter involved the
Barkhamsted Landfill site located in New Hartford, Connecticut (the
"Barkhamsted site") which the corporation has previously reported
in its report on Form 10-Q for the quarter ended June 30, 2002,
Document No. 0000054381-02-000022 filed with the Securities and
Exchange Commission on August 14, 2002.  The Corporation,
together with other PRPs has entered into a consent decree with
the EPA settling its involvement and responsibility for
remediation of the site for a non-material amount, subject to
certain contingencies which the corporation believes are
reasonable.  Such consent decree and settlement is in the process
of being finalized in accordance with EPA procedures.  With
respect to any other such matters which may currently be pending,
the corporation has been able to determine, based on its current
knowledge, that resolution of such matters is not likely to have
a material adverse effect on the future financial condition of
the corporation.

     In arriving at this conclusion, the corporation has taken
into consideration site-specific information available regarding
total costs of any work to be performed, and the extent of work
previously performed.  Where the corporation has been identified
as a PRP at a particular site, the corporation, using information
available to it, also has reviewed and considered a number of
other factors, including: (i) the financial resources of other
PRPs involved in each site, and their proportionate share of the
total volume of waste at the site; (ii) the existence of
insurance, if any, and the financial viability of the insurers;
and (iii) the success others have had in receiving reimbursement
for similar costs under similar policies issued during the
periods applicable to each site.


FOREIGN SALES

     Fourteen percent (14%) of the sales of the corporation made
in 2002 were to customers located outside the United States.  In
2002, the corporation continued its efforts to develop
international markets for its products and foreign sales
(including sales for export).  The corporation also continued to
perform work under contracts with the Commonwealth of Australia
and the Government of New Zealand for the supply of retrofit
SH-2G helicopters. Additional information required by this item
is included in the Segment Information section of the
corporation's 2002 Annual Report to Shareholders (Exhibit 13 to
this Form 10-K) which section is incorporated herein by
reference.



                               Page 14


ITEM 2.  PROPERTIES

     The corporation occupies approximately 3,507 thousand square
feet of space throughout the United States and in Australia,
Canada, Germany and Mexico, and distributed as follows:


     SEGMENT                                SQUARE FEET
                                   (in thousands as of 12/31/02)
                                            
     Aerospace                                 1,788
     Industrial Distribution                   1,213
     Music Distribution                          466
     Corporate Headquarters                       40
                                               -----
     Total                                     3,507


The Aerospace segment's principal facilities are located in
Arizona, Connecticut, Florida, and Kansas; other facilities
including offices and smaller manufacturing and assembly
operations are located in several other states and in Dachsbach,
Germany.  These facilities are used for manufacturing, research
and development, engineering and office purposes.  The U.S.
Government owns 154 thousand square feet of the space occupied by
Kaman Aerospace Corporation in Bloomfield, Connecticut in
accordance with a Facilities Lease Agreement with a five (5) year
term expiring in March 2003.  The Corporation is currently in the
process of requesting a two-year extension of this lease.  The
corporation also occupies a facility in Nowra, New South Wales,
Australia under a contract providing for a ten (10) year term
expiring in June, 2010.  The corporation is also in the process
of closing one Aerospace segment facility located in Moosup,
Connecticut (the "Moosup facility").  The closure is expected
to be completed by the end of 2003.  In addition, approximately
49,000 square feet of space listed above is attributable to the
EDC division, which was sold on January 15, 2003.

     The Industrial Distribution segment's facilities are located
throughout the United States with principal facilities located in
California, Connecticut, New York, Kentucky and Utah.  Additional
Industrial Distribution segment facilities are located in Mexico
and British Columbia, Canada. These facilities consist principally
of regional distribution centers, branches and office space with a
portion used for fabrication and assembly work.

     The Music Distribution segment's facilities in the United
States are located in Connecticut, California, New Jersey and
Tennessee.  An additional Music Distribution facility is located
in Ontario, Canada.  These facilities consist principally of
regional distribution centers and office space.  Also included
are facilities used for manufacturing musical instruments.  Ap-

                               Page 15


proximately 36,000 square feet of space listed above is
attributable to a warehouse which was closed on February 28,
2003.

     The corporation occupies a 40 thousand square foot Corporate
headquarters building in Bloomfield, Connecticut.

     The corporation's facilities are suitable and adequate to
serve its purposes and substantially all of such properties
are currently fully utilized with the exception of the Moosup
facility and the helicopter assembly space located in Bloomfield.
Many of the properties, especially within the Industrial
Distribution segment, are leased.

ITEM 3.  LEGAL PROCEEDINGS

     The corporation is continuing settlement discussions with the
Connecticut Department of Environmental Protection regarding the
matter referred to as Rocque vs. Kaman previously reported by the
corporation in its report on Form 10-K for fiscal year ended
December 31, 2000, Document No.0000054381-01-500002 filed with the
Securities and Exchange Commission on March 15, 2001.  The
complaint in this matter alleges certain regulatory violations (the
majority of which are administrative in nature) at facilities
located in Connecticut related to routine inspections which took
place between 1988 and 1998.  The complaint seeks civil penalties
and injunctive relief.  Management believes that in all cases where
corrective action was required at the time of such inspections,
such action was promptly taken.

     On June 25, 2002, a motion was filed in the United States
District Court for the District of Oregon in the case of Robert
G. Baker v. Kaman Aerospace Corporation, K-MAX Corporation, and
Kamatics Corporation (all subsidiaries of the Corporation)
seeking to amend the complaint in this action to include a claim
for punitive damages in the amount of $25 million.  The original
complaint was filed on April 2, 2001 by Mr. Baker as a claim for
$10 million in damages for economic and non-economic injuries
arising out of an accident involving one of the corporation's
K-MAX helicopters alleged to have been caused by the failure of
a clutch assembly on the aircraft.  This matter was previously
reported by the Corporation in its report on Form 10-Q for the
quarter ended June 30, 2002, Document No. 0000054381-02-000022
filed with the Securities and Exchange Commission on August 14,
2002. The parties agreed to settle the matter in December
2002 and the case was dismissed in January 2003.  The suit filed
by the hull insurer in the same accident was also settled in
January 2003.  Both of these matters were covered by insurance.
There are two additional cases pending in which loss of use and
property damages sustained in two other accidents involving K-MAX
helicopters are alleged to have been caused by similar equipment
failures.  These claims are also covered by insurance.

                               Page 16


     The corporation believes that none of the foregoing legal
proceedings, either individually or in the aggregate, is, or will
be, material to the business of the corporation.

     Other legal proceedings or enforcement actions relating to
environmental matters are discussed in the section entitled
Compliance with Environmental Protection Laws.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security
holders during the fourth quarter of 2002.


                              PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         SHAREHOLDER MATTERS

MARKET FOR CLASS A COMMON STOCK

     The Class A Common Stock of the corporation is traded on the
NASDAQ Stock Market under the symbol "KAMNA".  The corporation's
Class B Common Stock is not actively traded.

HOLDERS OF COMMON STOCK

     As of March 3, 2003, there were approximately 5,580 holders
of record of the corporation's Class A Common Stock and 72
holders of record of the corporation's Class B Common Stock.

INVESTOR SERVICES PROGRAM

     Shareholders of Kaman Class A common stock are eligible to
participate in the Mellon Investor Services Program
administered by Mellon Bank, N.A. which offers a variety of
services including dividend reinvestment. A booklet describing
the program may be obtained by writing to the program's
Administrator, Mellon Investor Services, P.O. Box 590, Ridgefield
Park, NJ 07660.












                               Page 17




QUARTERLY CLASS A COMMON STOCK INFORMATION
- -----------------------------------------------------------------
                                               
                             High      Low      Close   Dividend
2002
First                        $17.61    $13.46   $16.95      $.11
Second                        18.81     14.82    16.76       .11
Third                         17.50     11.00    12.25       .11
Fourth                        13.75      9.42    11.00       .11
- -----------------------------------------------------------------
2001
First                        $19.50    $13.31   $16.38      $.11
Second                        18.18     14.70    17.70       .11
Third                         17.95     12.26    13.24       .11
Fourth                        16.38     10.90    15.60       .11
- -----------------------------------------------------------------
QUARTERLY DEBENTURE INFORMATION (6% Conv. Subordinated)
- -----------------------------------------------------------------
                                          
                                High     Low       Close
2002
First                          $ 99.00   $91.00     $99.00
Second                         - - - - No Trades - - - - -
Third                          - - - - No Trades - - - - -
Fourth                          100.00    91.00      95.00
- -----------------------------------------------------------------
2001
First                          $ 92.00   $82.00    $ 92.00
Second                           98.00    90.00      98.00
Third                            99.00    98.00      99.00
Fourth                           96.00    90.00      96.00
- -----------------------------------------------------------------


     NASDAQ market quotations reflect inter-dealer prices,
without retail mark-up, mark-down, or commission and may not
necessarily represent actual transactions.














                               Page 18




SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS:
- -------------------------------------------------------------------
                                                      Number of
                                                     securities
                        Number of                    remaining
                      securities to                 available for
                       be issued      Weighted-    future issuance
                          upon         average      under equity
                       exercise of     exercise     compensation
                      outstanding      price of         plans
                        options,      outstanding    (excluding
                        warrants       options,       securities
                          and          warrants      reflected in
     Plan Category       rights       and rights     column (a))
                           (a)           (b)             (c)
- -------------------------------------------------------------------
                                               

Equity compensation
plans approved by
security holders:

  Stock Incentive Plan   1,218,800      $ 14.08            321,700

  Employees Stock
  Purchase Plan           -------          ----            865,300

Equity compensation
plans not approved by
security holders                 0            0               0

- -------------------------------------------------------------------

Total                    1,218,800      $ 14.08         1,187,000
- -------------------------------------------------------------------




ANNUAL MEETING

     The Annual Meeting of Shareholders of the corporation will
be held on Tuesday, April 15, 2003 at 11:00 a.m. in the offices
of the corporation, 1332 Blue Hills Avenue, Bloomfield,
Connecticut 06002. Holders of all classes of Kaman securities
are invited to attend, however it is expected that matters on
the agenda for the meeting will require the vote of Class B
shareholders only.



                               Page 19


ITEM 6.  SELECTED FINANCIAL DATA

     Information required by this item is included in the Five-
Year Selected Financial Data section of the corporation's 2002
Annual Report to Shareholders (Exhibit 13 to this Form 10-K) and
that section is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

     Information required by this item is included in the
Management's Discussion and Analysis section of the corporation's
2002 Annual Report to Shareholders (Exhibit 13 to this Form 10-K)
and that section is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK

The corporation has various market risk exposures that arise from
its normal business operations, including interest rates,
currency exchange rates, and supplier price changes as well as
other factors described in the Forward-Looking Statements section
of this report.

The corporation's exposure to interest rate risk relates
primarily to its financial instruments, and is managed
principally through the use of long-term debt obligations with
fixed interest rates and revolving credit facilities with
variable interest rates.  Fees and interest rates charged on
revolving credit commitments and borrowings are based upon
borrowing levels, market interest rates, and the corporation's
credit rating.  Letters of credit are generally considered
borrowings for purposes of the corporation's revolving credit
agreement.

The corporation's primary interest rate risk is derived from its
outstanding variable-rate revolving credit facilities.  Changes
in market interest rates or the corporation's credit rating would
impact the interest rates on these facilities.  There was some
increase in the corporation's exposure to this market risk factor
during 2002, as bank borrowings increased principally due to
planned acquisitions.  At December 31, 2002, the result of a
hypothetical 1% increase in the average cost of the corporation's
revolving credit facilities would have increased the loss before
income taxes by $181,000.

The corporation has manufacturing, sales, and distribution
facilities in certain locations throughout the world and makes
investments and conducts business transactions denominated in




                               Page 20


various currencies, including the U.S. dollar, Euro, Canadian
dollar, Mexican peso, and Australian dollar.  The corporation's
exposure to currency exchange rates is managed at the corporate
and subsidiary operations levels as an integral part of the
business.  Management believes that any near-term changes in
currency exchange rates would not materially affect the
consolidated financial position, results of operations or cash
flows of the corporation.

The corporation's exposure to supplier sales policies and price
changes relates primarily to its distribution businesses and the
corporation seeks to manage this risk through its procurement
policies and maintenance of favorable relationships with
suppliers.  Management believes that any near-term changes in
supplier sales policies and price changes would not materially
affect the consolidated financial position, results of operations
or cash flows of the corporation.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information required by this item is included in the
Consolidated Financial Statements, Notes to Consolidated
Financial Statements and Selected Quarterly Financial Data
sections of the corporation's 2002 Annual Report to Shareholders
(Exhibit 13 to this Form 10-K) and such sections are incorporated
herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Following is information concerning each Director and
executive officer of Kaman Corporation including name, age,
position with the corporation, and business experience during the
last five years:

Brian E. Barents         Mr. Barents, 59, has been a Director
                         since 1996.  He is the retired President
                         and Chief Executive Officer of Galaxy
                         Aerospace Corp. Prior to that he was
                         President and Chief Executive Officer of
                         Learjet, Inc. He is also a director of
                         Eclipse Aerospace Corp.



                               Page 21


T. Jack Cahill           Mr. Cahill, 54, has held various
                         positions with Kaman Industrial
                         Technologies Corporation, a subsidiary
                         of the corporation, since 1975, and has
                         been President of that subsidiary since
                         1993.

E. Reeves Callaway, III  Mr. Callaway, 55, has been a Director
                         since 1995. He is the Chief Executive
                         Officer of The Callaway Companies, an
                         engineering services firm.

Frank C. Carlucci        Mr. Carlucci, 72, has been a Director
                         since 1989.  Prior to that he served as
                         U.S. Secretary of Defense.  He is the
                         Chairman Emeritus of The Carlyle Group,
                         merchant bankers.  Mr. Carlucci is also
                         a director of Ashland, Inc., Neurogen
                         Corporation, Pharmacia Corp., United
                         Defense, LP, and Texas Biotechnology
                         Corporation.

Laney J. Chouest, M.D.   Dr. Chouest, 49, has been a Director
                         since 1996.  He is Owner-Manager
                         of Edison Chouest Offshore, Inc.

Candace A. Clark         Ms. Clark, 48, has been Senior Vice
                         President, Chief Legal Officer and
                         Secretary since 1996.  Prior to that
                         she served as Vice President and Counsel.
                         Ms. Clark has held various positions with
                         the corporation since 1985.

John A. DiBiaggio        Dr. DiBiaggio, 70, has been a Director
                         since 1984.  He is now President
                         Emeritus of Tufts University, having
                         served as President until the fall of
                         2001.  Prior to that he was President
                         and Chief Executive Officer of Michigan
                         State University.

Ronald M. Galla          Mr. Galla, 51, has been Senior Vice
                         President and Chief Information Officer
                         since 1995.  Prior to that he served as
                         Vice President and director of the
                         corporation's Management Information
                         Systems, a position which he held since
                         1990.  Mr. Galla has been director of
                         the corporation's Management
                         Information Systems since 1984.



                               Page 22


Robert M. Garneau        Mr. Garneau, 59, has been Executive Vice
                         President and Chief Financial Officer
                         since 1995.  Previously he served as
                         Senior Vice President, Chief Financial
                         Officer and Controller.  Mr. Garneau has
                         held various positions with the
                         corporation since 1981.

Huntington Hardisty      Admiral Hardisty (USN-Ret.), 74, is the
                         retired President of Kaman Aerospace
                         International Corporation, a subsidiary
                         of the corporation.  He has been a
                         Director since 1991 and served as a
                         consultant to the corporation until
                         February 28, 2003.  He retired from
                         the U.S. Navy in 1991 having served as
                         Commander-in-Chief for the U.S. Navy
                         Pacific Command since 1988.

Edwin A. Huston          Mr. Huston, 64, became a director at the
                         2002 Annual Meeting of Shareholders. Mr.
                         Huston is the retired Vice Chairman
                         of Ryder System, Incorporated, an
                         international logistics and
                         transportation solutions company.  He
                         served as Senior Executive Vice
                         President Finance and Chief Financial
                         Officer of that company from 1986 to 1999.
                         Mr. Huston is a director of Unisys
                         Corporation, Answerthink, Inc. and
                         Enterasys Networks, Inc.

C. William Kaman II      Mr. Kaman, 51, has been a Director
                         since 1992 and is Vice Chairman of the
                         board of directors of the corporation.
                         He is the retired Chairman and CEO of
                         AirKaman of Jacksonville, Inc., an
                         entity unaffiliated with the
                         corporation.  Previously he was
                         Executive Vice President of the
                         corporation and President of Kaman Music
                         Corporation, a subsidiary of the
                         corporation.

John C. Kornegay         Mr. Kornegay, 53, has been President of
                         Kamatics Corporation, a subsidiary of
                         the corporation, since 1999, and has
                         held various positions with Kamatics
                         Corporation since 1988.

Eileen S. Kraus          Ms. Kraus, 64, has been a Director
                         since 1995.  She is the retired

                               Page 23


                         Chairman of Fleet Bank Connecticut.
                         She is a director of The Stanley Works
                         and Rogers Corporation.

Paul R. Kuhn             Mr. Kuhn, 61, has been a Director since
                         1999.  He has been President and Chief
                         Executive Officer of the corporation
                         since August 1999 and was appointed to
                         the additional position of Chairman in
                         2001.  From 1998 to 1999 he was Senior
                         Vice President, Operations, Aerospace
                         Engine Business, for Coltec Industries,
                         Inc. Prior to that he was Group Vice
                         President, Coltec Industries, Inc. and
                         President of its Chandler Evans
                         division.  He is a director of the
                         Connecticut Business and Industry
                         Association.

Joseph H. Lubenstein     Mr. Lubenstein, 55, became President of
                         Kaman Aerospace Corporation, a subsidiary
                         of the corporation, in 2001.  Prior to
                         that, he served for many years in a
                         variety of senior management positions
                         at Pratt & Whitney, a subsidiary of
                         United Technologies Corporation, most
                         recently as Vice President - Quality and
                         Vice President - Materials.

Walter H. Monteith, Jr.  Mr. Monteith, 72, has been a Director
                         since 1987.  He is the retired Chairman
                         of Southern New England Telecommuni-
                         cations Corporation.

Wanda L. Rogers          Mrs. Rogers, 70, has been a Director
                         since 1991.  She is President and Chief
                         Executive Officer of Rogers
                         Helicopters, Inc. She is also a
                         director of both Central Valley
                         Community Bancorp and its subsidiary,
                         Clovis Community Bank.

Robert H. Saunders, Jr.  Mr. Saunders, 61, became President of
                         Kaman Music Corporation, a subsidiary
                         of the corporation, in 1998. Prior to
                         that, he served as Senior Vice
                         President of the corporation from 1995
                         and also held the position of Senior
                         Executive Vice President of Kaman Music
                         Corporation during a portion of that
                         period.


                               Page 24


Richard J. Swift         Mr. Swift, 58, became a director at the
                         2002 Annual Meeting of Shareholders.
                         Mr. Swift is currently Chairman of the
                         Financial Accounting Standards Advisory
                         Council.  In 2001, he retired as
                         Chairman, President and Chief
                         Executive Officer of Foster Wheeler Ltd.,
                         a provider of design, engineering,
                         construction, and other services, a
                         position he held since 1994.  Prior to
                         that, Mr. Swift held various positions
                         at Foster Wheeler, having joined the
                         company in 1972.  Mr. Swift is a
                         director of Ingersoll-Rand Company Ltd.
                         and Public Service Enterprise Group
                         Incorporated.

Each Director and executive officer has been elected for a
term of one year and until his or her successor is elected.
The terms of all Directors and executive officers are expected
to expire as of the Annual Meeting of the Shareholders and
Directors of the corporation to be held on April 15, 2003.

Section 16(a) Beneficial Ownership Reporting Compliance.

   Based upon information provided to the corporation by
persons required to file reports under Section 16(a) of the
Securities Exchange Act of 1934, no Section 16(a) reporting
delinquencies occurred in 2002, except that Admiral Hardisty
reported on a Form 5 filed for the year 2002 a gift of 500 shares
of Class A common stock made to his spouse on August 29, 2001
which should have been reported on Form 5 for the year 2001.


ITEM 11.  EXECUTIVE COMPENSATION

A)   GENERAL.  The following tables provide certain information
relating to the compensation of the corporation's Chief
Executive Officer and its four other most highly compensated
executive officers.













                               Page 25



B)  SUMMARY COMPENSATION TABLE.

               Annual Compensation        Long Term Compensation
               -------------------        ----------------------
(a)         (b)   (c)        (d)    (e)     (f)      (g)       (h)     (i)
                                                                       All
Name and                            Other     AWARDS                  Other
Principal         Salary    Bonus   Annual  RSA   Options/SARs LTIP    Comp.
Position     Year  ($)       ($)    Comp.   ($)(1) (#Shares) Payments ($)(2)
- ---------------------------------------------------------------------------
                                           

P. R. Kuhn   2002 800,000    240,000 ------- 174,000  21,000/ ---   13,497
Chairman,                                              52,000
President and
Chief        2001 762,500    300,000 ------- 261,000  25,000/ ---   15,630
Executive                                              65,000
Officer      2000 650,000    570,000 ------- 154,688  20,000/---    11,924
                                                       50,000

R.M. Garneau 2002 470,000    118,000 ------- 101,500  12,000/ ---   23,655
Executive                                              29,000
Vice Pres-   2001 450,000    150,000 ------- 163,125  12,500/ ---   25,056
ident and                                              40,000
Chief        2000 425,000    310,000 -------  77,344  10,000/ ---   25,181
Financial                                               30,000
Officer

J.H. Lubenstein
President,   2002 325,000     65,000 -------  72,500    9,000/ ---   7,766
Kaman                                                   22,000
Aerospace    2001 300,000    160,000 ------- 406,875   45,000/ ---   2,875
Corporation                                             45,000
             2000 -------(3)  ------ -------  ------    ------ ---   -----

T.J.Cahill   2002 280,000     56,000 -------  58,000    7,000/ ---  12,229
President,                                              18,000
Kaman        2001 280,000     90,000 -------  97,875    9,000/ ---  15,077
Industrial                                              20,000
Technologies 2000 260,000    160,000 -------  41,250    6,000/ ---  15,670
Corporation                                             15,000

R.H.Saunders Jr.
President,   2002 245,000    196,000 -------  50,750    6,000/ ---  18,384
Kaman Music                                             15,000
Corporation  2001 235,000     85,000 -------  81,563    8,000/ ---  15,681
                                                        15,000
             2000 210,000    110,000 -------  41,250    6,000/ ---  13,832
                                                        10,000


1.  As of December 31, 2002, aggregate restricted stock holdings
and their year end value were:  P.R. Kuhn, 53,800 shares valued at

                               Page 26


$591,800; R.M. Garneau, 22,200 shares valued at $244,200; J.H.
Lubenstein, 25,000 shares valued at $275,000; T.J.Cahill, 13,200
shares valued at $145,200; and R.H. Saunders, Jr., 12,100 shares
valued at $133,100.  Restrictions  generally lapse at the rate of
20% per year for all awards, beginning one year after the grant
date provided recipient remains an employee of the corporation or
a subsidiary.  Awards reported in this column are as follows: P.
R. Kuhn, 12,000 shares in 2002, 16,000 shares in 2001, and 15,000
shares in 2000; R. M. Garneau, 7,000 shares in 2002, 10,000
shares in 2001, and 7,500 shares in 2000; J.H. Lubenstein, 5,000
shares in 2002, and 25,000 shares in 2001; T. J. Cahill, 4,000
shares in 2002, 6,000 shares in 2001, and 4,000 shares in 2000;
R. H. Saunders, Jr., 3,500 shares in 2002, 5,000 shares in 2001,
and 4,000 in 2000.  Dividends are paid on the restricted stock.

2.  Amounts reported in this column consist of:  P.R. Kuhn, $7,173
- - Senior executive life insurance program ("Executive Life"),
$5,000 - employer matching contributions to the Kaman Corporation
Thrift and Retirement Plan (the "Thrift Plan employer match");
$1,324 - medical expense reimbursement program ("MERP"); R.M.
Garneau, $5,949 - Executive Life, $851 - Officer 162 Insurance
Program, $5,000 - Thrift Plan employer match, $2,155 - MERP,
$9,700 - all supplemental employer contributions under the Kaman
Corporation Deferred Compensation Plan ("supplemental employer
contributions"); J. H. Lubenstein, $2,766 - Executive Life,
$5,000 - Thrift Plan employer match; T. J. Cahill, $3,153 -
Executive Life, $5,000 - Thrift Plan employer match, $676 - MERP,
$3,400 - supplemental employer contributions; R.H. Saunders, Jr.,
$6,585 -  Executive Life, $5,000 - Thrift Plan employer match,
$3,491 - MERP, $3,308 - supplemental employer contributions.

3.  Mr. Lubenstein joined the Corporation in July 2001.





















                               Page 27



C)  OPTION/SAR GRANTS IN THE LAST FISCAL YEAR:

- ----------------------------------------------------------------------------
                                                       Potential Realizable
                                                       Value at Assumed
                                                       Annual Rates of
                                                       Stock Price
                                                       Appreciation for
                  Individual Grants                    Option Term*
- ----------------------------------------------------------------------------
(a)             (b)        (c)        (d)        (e)      (f)      (g)
                       % of Total
                        Options/
                         SARs**
             Options/ Granted to
               SARs** Employees  Exercise or
             Granted  in Fiscal  Base Price  Expiration
Name           (#)       Year     ($/Sh)        Date     5%($)    10%($)
- ----------------------------------------------------------------------------
                                                
P. R. Kuhn    21,000/     9.93/   14.5000    2/12/12    665,685   1,686,976
              52,000     38.24

R. M. Garneau 12,000/     5.67/   14.5000    2/12/12    373,878     947,480
              29,000     21.32

J. H. Luben-   9,000/     4.26/   14.5000    2/12/12    282,688     716,387
  stein       22,000     16.18

T. J. Cahill  7,000/      3.31/   14.5000    2/12/12    227,974     577,732
              18,000     13.24

R. H. Saunders 6,000/     2.84/   14.5000    2/12/12    191,498     485,295
              15,000     11.03


*The information provided herein is required by Securities and
Exchange Commission rules and is not intended to be a projection
of future common stock prices.

**Stock Appreciation Rights ("SARs") are payable in cash only,
not in shares of common stock.

Options and SARs relate to the corporation's Class A common
stock and generally vest at the rate of 20% per year, beginning
one year after the grant date provided the recipient remains an
employee of the corporation or a subsidiary.






                               Page 28




D) STOCK OPTION EXERCISES IN THE LAST FISCAL YEAR, AND
   FISCAL YEAR-END OPTION VALUES.


                                           Number of
                                         Shares under-      Value of
                                            lying          Unexercised
                                          Unexercised      in-the-money
                                            options          options*
                 Shares                   at FY-end (#)    at FY-end ($)
               acquired on   Value        exercisable/     exercisable/
 Name          Exercise(#)  realized     unexercisable    unexercisable
  (a)             (b)         (c)           (d)               (e)
- -----------------------------------------------------------------------
                                              

P. R. Kuhn      none          -          73,000/93,000    $ 5,500/8,250

R. M. Garneau   26,500      $213,038     27,900/33,100    $ 2,750/4,125

J. H. Lubenstein none         -           9,000/45,000          0/    0

T. J. Cahill    none          -          40,200/22,300    $ 7,275/2,475

R. H. Saunders  none          -          17,600/19,400    $ 3,525/2,475


*Difference between the 12/31/02 Fair Market Value and the exercise price.

























                               Page 29


STOCK APPRECIATION RIGHT ("SAR")EXERCISES IN THE LAST FISCAL YEAR
AND YEAR-END SAR VALUES.


                                                       Value of
                                       Number of      Unexercised
                                      Unexercised    in-the-money
                                         SARs           SARs*
                  SARs                at FY-end (#)  at FY-end ($)
               acquired on    Value   exercisable/   exercisable/
 Name          Exercise(#)  realized  unexercisable  unexercisable
  (a)              (b)         (c)        (d)            (e)
- -----------------------------------------------------------------------
                                           

P. R. Kuhn       none       none       141,000/206,000 $13,750/20,625

R. M. Garneau    75,000     $386,250    73,000/ 93,500 $ 8,250/12,375

J. H. Lubenstein none       none         9,000/ 58,000       0/     0

T. J. Cahill     "          "           75,000/ 50,500 $ 4,125/ 6,188

R. H. Saunders   "          "           10,000/ 35,000 $ 2,750/ 4,125


*Difference between the 12/31/02 Fair Market Value and the exercise price(s).


























                               Page 30



E)  LONG TERM INCENTIVE PLAN AWARDS: Except as described above,
no long term incentive plan awards were made to any named
executive officer in the last fiscal year.

F)  PENSION AND OTHER DEFINED BENEFIT DISCLOSURE. The
following table shows estimated annual benefits payable at
normal retirement age to participants in the corporation's
Pension Plan at various compensation and years of service
levels using the benefit formula applicable to Kaman
Corporation.  Pension benefits are calculated based on
60 percent of the average of the highest five consecutive
years of "covered compensation" out of the final ten years
of employment less 50 percent of the primary social security
benefit, reduced proportionately for years of service less than 30
years:


                        PENSION PLAN TABLE
                         Years of Service
Remuneration*    15        20       25         30        35
- ---------------------------------------------------------------
                                       
  125,000    32,523    43,581    53,988      65,046      65,046
  150,000    40,023    53,631    66,438      80,046      80,046
  175,000    47,523    63,681    78,888      95,046      95,046
  200,000    55,023    73,731    91,338     110,046     110,046
  225,000    62,523    83,781   103,788     125,046     125,046
  250,000    70,023    93,831   116,238     140,046     140,046
  300,000    85,023   113,931   141,138     170,046     170,046
  350,000   100,023   134,031   166,038     200,046     200,046
  400,000   115,023   154,131   190,938     230,046     230,046
  450,000   130,023   174,231   215,838     260,046     260,046
  500,000   145,023   194,331   240,738     290,046     290,046
  750,000   220,023   294,831   365,238     440,046     440,046
1,000,000   295,023   395,331   489,738     590,046     590,046
1,250,000   370,023   496,831   614,238     740,046     740,046
1,500,000   445,023   596,331   738,738     890,046     890,046
1,750,000   520,023   696,831   863,238   1,040,046   1,040,046
2,000,000   595,023   797,331   988,738   1,190,046   1,190,046

*Remuneration:  Average of the highest five consecutive years of
"Covered Compensation" out of the final ten years of service.











                               Page 31


     "Covered Compensation" means "W-2 earnings" or "base
earnings", if greater, as defined in the Pension Plan.  W-2
earnings for pension purposes consist of salary (including 401(k)
and Section 125/129 Plan contributions but not deferrals under a
non-qualified Deferred Compensation Plan), bonus and taxable income
attributable to restricted stock awards, stock appreciation
rights, and the cash out of employee stock options.  Salary and
bonus amounts for the named executive officers for 2002 are as
shown on the Summary Compensation Table.  Compensation deferred
under the corporation's non-qualified deferred compensation plan
is included in Covered Compensation here because it is covered by
the corporation's unfunded supplemental employees' retirement
plan for the participants in that plan.

     Current Compensation covered by the Pension Plan for any
named executive whose Covered Compensation differs by more than
10% from the compensation disclosed for that executive in the
Summary Compensation Table: Mr. Kuhn, $1,354,066; Mr. Garneau,
$1,119,821; Mr. Cahill, $444,501; Mr. Lubenstein, $579,000;
Mr. Saunders, $382,129.

     Federal law imposes certain limitations on annual pension
benefits under the Pension Plan.  For the named executive
officers who are participants, the excess will be paid under the
Corporation's unfunded supplemental employees' retirement plan.

     The executive officers named in Item 11(b) are participants
in the plan and as of December 31, 2002, had the number of
years of credited service indicated:  Mr. Kuhn - 8.0; Mr. Garneau -
21.5 years; Mr. Cahill - 27.7 years; Mr. Lubenstein - 2.7 years;
Mr. Saunders - 7.0.

     Benefits are computed generally in accordance with the
benefit formula described above.

G)   COMPENSATION OF DIRECTORS. Effective January 1,2002, non-
employee members of the Board of Directors of the corporation
receive an annual retainer of $25,000 and a fee of $1,200 for
attending each meeting of the Board and each meeting of a
Committee of the Board, except that the Chairman of each
committee receives a fee of $1,600 for attending each meeting of
that Committee.  The Vice Chairman is entitled to a fee of $2,500
per meeting when serving as the Chairman. Such fees may be received
on a deferred basis.  In addition, each non-employee
director will receive a Restricted Stock Award for 500 shares
(issued pursuant to the corporation's Stock Incentive Plan),
providing for immediate vesting upon election as a director at the
corporation's 2003 Annual Meeting of Shareholders.





                               Page 32


H)  EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF
CONTROL ARRANGEMENTS.  The corporation has entered into
Employment Agreements and Change in Control Agreements with
certain executive officers, copies of which were filed as
exhibits to the following filings made by the corporation with
the Securities and Exchange Commission:  Form 10-Q (Document
54381-99-14) filed on November 12, 1999;  Form 10-K (Document No.
54381-00-03 filed on March 21, 2000; and Form 10-Q (Document
54381-00-500006) filed on November 14, 2000.  Form 10-Q filed
August 14, 2001 (Document No. 0000054381-01-500011 and Form
10-Q filed November 14, 2001 (Document No. 0000054381-01-500016.
The employment agreements do not have a fixed term and generally
provide for a severance payment to be made to any such officer if
he or she is terminated from employment (other than for willful
failure to perform proper job responsibilities or violations of
law) or if he or she leaves employment for good reason (e.g., due
to a  diminution in job responsibilities).  The change in control
agreements generally provide that, for a three year period
following a change in control of Kaman Corporation or, in certain
cases, a subsidiary thereof, a severance payment will be made to
any such officer if his or her employment ends following the change
in control (unless the termination was for cause, the officer dies
or becomes disabled or if he or she leaves employment without good
reason).  The change in control agreements do not have a fixed
term.

Admiral Hardisty's consulting agreement with the Corporation, which
was renewed for a period of one year effective March 1, 2002 at a
per diem rate of $1,000.00 expired on February 28, 2003.  A copy of
such agreement was attached as Exhibit 10(f)(I) to the
Corporation's Form 10-K for fiscal year ended December 31, 2001,
filed with the Securities and Exchange Commission on March 15,
2002.

The corporation has also entered into an agreement with
Walter Kozlow retaining him as a consultant for a
period of two years following his retirement from regular
employment effective December 31, 2001 at an annual rate of
$242,500.  A copy of such agreement was attached to the
corporation's Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2001.












                               Page 33


Except as disclosed in Item 13, and except as described above
and in connection with the corporation's Pension Plan and the
corporation's non-qualified Deferred Compensation Plan, the
corporation has no other employment contract, plan or arrangement
with respect to any named executive officer which relates to
employment termination for any reason, including resignation,
retirement or otherwise, or a change in control of the corporation
or a change in any such executive officer's responsibilities
following a change of control, which exceeds or could exceed
$100,000.

I)   Not Applicable.

J)   COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
IN COMPENSATION DECISIONS.

     1)  The following persons served as members of the Personnel
and Compensation Committee of the Corporation's Board of Directors
during the last fiscal year: Brian E. Barents, E. Reeves Callaway,
III, Frank C. Carlucci, Laney J. Chouest, M.D., Wanda L. Rogers,
and Richard J. Swift.

     None of these individuals was an officer or employee of the
corporation or any of its subsidiaries during either the last
fiscal year or any portion thereof in which he or she served as a
member of the Personnel and Compensation Committee.

     2)  During the last fiscal year no executive officer of the
corporation served as a director of or as a member of the
compensation committee (or other board committee performing
equivalent functions) of another entity, one of whose executive
officers served as a director of, or on the Personnel and
Compensation Committee of the corporation.

K)   Not Applicable.
L)   Not Applicable.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

      (a)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

     Following is information about persons known to the
corporation to be beneficial owners of more than five percent
(5%) of the Corporation's voting securities.  Ownership is
direct unless otherwise noted.






                               Page 34



- -----------------------------------------------------------------
                                  Number of Shares
Class of                          Beneficially Owned
Common     Name and Address       as of February 1,   Percentage
Stock      Beneficial Owner       2003                  of Class
- -----------------------------------------------------------------
                                                
Class B    Charles H. Kaman          258,375(1),(2)      38.69%
           Kaman Corporation
           1332 Blue Hills Avenue
           Bloomfield, CT 06002

           Holders of Mr. Kaman's    (2)
           Power of Attorney
           c/o John C. Yavis, Jr.
           Murtha Cullina LLP
           CityPlace I
           185 Asylum Street
           Hartford, CT 06105

Class B    Newgate Associates        199,802(3),(4)      29.91%
           Limited Partnership
           c/o Murtha Cullina, LLP
           CityPlace I
           185 Asylum Street
           Hartford, CT 06103

           Voting Trustees pursuant  (4)
           to a Voting Trust
           Agreement, dated as of
           August 14, 2000
           c/o John C. Yavis, Jr.
           Murtha Cullina LLP
           CityPlace I
           185 Asylum Street
           Hartford, CT 06105

Class B    C. William Kaman, II       64,446(5)           9.65%
           5367 Florence Point Drive
           Fernandina Beach, FL 32034

Class B    Robert D. Moses            51,177(6)           7.66%
           Farmington Woods
           Avon, CT 06001








                               Page 35



(1)  Excludes 1,471 shares held by Mrs. Kaman.  Mr. Kaman shares
     beneficial ownership of these shares with the holders of a
     Power of Attorney, as described in note (2) below.

(2)  The power to vote Mr. Kaman's shares of Class B common stock
     is shared through a durable power of attorney (the "Power of
     Attorney") with certain individuals who have the authority to
     vote Mr. Kaman's shares by majority vote.  These individuals
     are:  John S. Murtha, a director emeritus of the corporation
     and of counsel to the Hartford, Connecticut law firm, Murtha
     Cullina LLP, counsel to the corporation, Robert M. Garneau,
     Executive Vice President and Chief Financial Officer of the
     corporation, Roberta C. Kaman, Mr. Kaman's wife, C. William
     Kaman II, Mr. Kaman's son and a director and Vice Chairman of
     the Board of the corporation, Steven W. Kaman, Mr. Kaman's
     son, and Cathleen H. Kaman-Wood, Mr. Kaman's daughter.

(3)  These shares are subject to a voting trust agreement dated
     August 14, 2000 (the "Voting Trust"), as described in note
     (4) below.  Newgate shares beneficial ownership of such
     shares with the voting trustees of such trust, as described
     in note (4) below.

(4)  The power to vote the shares of Newgate Associates Limited
     Partnership is vested in eleven voting trustees (the "Voting
     Trustees") under the Voting Trust, which has a term of ten
     (10) years, subject to renewal.  The Voting Trustees
     consist of the six (6) individuals identified in footnote
     (2) above and the following five (5) individuals:  T. Jack
     Cahill, President of Kaman Industrial Technologies
     Corporation, a subsidiary of the corporation, Paul R. Kuhn,
     Chairman, President, and Chief Executive Officer of the
     corporation, Huntington Hardisty and Eileen S. Kraus,
     directors of the corporation, and John C. Yavis, Jr., a
     partner of Murtha Cullina LLP, counsel to the corporation.

(5)  Excludes 4,800 shares held as trustee for the benefit of
     certain family members.

(6)  Includes 39,696 shares held by a partnership controlled by
     Mr. Moses.











                               Page 36


     (b)  SECURITY OWNERSHIP OF MANAGEMENT.  The following is
information concerning beneficial ownership of the corporation's
stock by each Director of the corporation, each executive officer
of the corporation named in the Summary Compensation Table, and all
Directors and executive officers of the corporation as a group.
Ownership is direct unless otherwise noted.


                                 Number of Shares
                    Class of     Beneficially Owned       Percentage
Name               Common Stock  as of February 1, 2003     of Class
- --------------------------------------------------------------------
                                                
Brian E. Barents        Class A          3,000             *
T. Jack Cahill          Class A        101,856(1)          *
E. Reeves Callaway      Class A          3,000             *
Frank C. Carlucci       Class A          6,000(2)          *
Laney J. Chouest        Class A          4,923             *
John A. DiBiaggio       Class A          3,000             *
Robert M. Garneau       Class A        106,518(3)          *
                        Class B         24,404            3.48%
Huntington Hardisty     Class A         ------(4)          *
Edwin A. Huston         Class A          1,000             *
C. William Kaman, II    Class A         60,388(5)          *
                        Class B         64,446(6)         9.65%
Paul R. Kuhn            Class A        228,869(7)          *
                        Class B          3,288             *
Eileen S. Kraus         Class A          3,922             *
Joseph H. Lubenstein    Class A         49,800(8)          *
Walter H. Monteith, Jr. Class A          3,200             *
Wanda L. Rogers         Class A          3,000             *
Robert H. Saunders, Jr. Class A         45,922(9)          *
                        Class B            720             *
Richard J. Swift        Class A          1,000             *
All Directors and
Executive Officers      Class A        730,058(10)        3.35%
as a group **           Class B         94,020           14.08%

*    Less than one percent.
**   Excludes 22,400 Class A shares held by spouses of certain
     Directors and executive officers.


(1)  Includes 47,600 shares subject to stock options exercisable
     or which will become exercisable within 60 days
(2)  Includes 6,000 shares held jointly with Mrs. Carlucci.
(3)  Includes 38,100 shares subject to stock options exercisable
     or which will become exercisable within 60 days
(4)  Excludes 22,400 shares held by Mrs. Hardisty.
(5)  Excludes 89,891 shares held by Mr. Kaman as Trustee, in
     which shares Mr. Kaman disclaims any beneficial ownership.




                               Page 37


(6)  Excludes 4,800 shares held by Mr. Kaman as Trustee in which
     shares Mr. Kaman disclaims any beneficial ownership.
(7)  Includes 106,200 shares subject to stock options exercisable
     or which will become exercisable within 60 days.
(8)  Includes 19,800 shares subject to stock options exercisable
     or which will become exercisable within 60 days.
(9)  Includes 23,800 shares subject to stock options exercisable
     or which will become exercisable within 60 days.
(10) Includes 294,200 shares subject to stock options which will
     become exercisable within 60 days.




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 2002, the corporation obtained legal services in the
amount of $1,013,910 from the Hartford, Connecticut law firm of
Murtha Cullina LLP of which Mr. John S. Murtha, is of counsel and
Mr. John C. Yavis, Jr. is a partner. Mr. Murtha, a director
emeritus of the corporation, is currently one of six holders of a
power of attorney described in footnote (2) to the table entitled
"Security Ownership of Certain Beneficial Owners", and a voting
trustee of the Voting Trust described in footnote (4) of such
table.  Mr. Yavis currently serves as a voting trustee of the
Voting Trust and as the general partner of Newgate Associates
Limited Partnership.


                              PART IV

ITEM 14.  DISCLOSURE CONTROLS AND PROCEDURES

     Evaluation of Disclosure Controls and Procedures.  Within
the ninety days prior to the date of this report, management,
with the participation of the Chief Executive Officer and Chief
Financial Officer, carried out an evaluation of the effectiveness
of the corporation's disclosure controls and procedures pursuant
to Securities Exchange Act Rule 13a-14 or 15d-14.  Based on that
evaluation, the Chief Executive Officer and Chief Financial
Officer concluded, as of February 3, 2003, that the corporation's
disclosure controls and procedures are effective in providing
assurance that information required to be disclosed by the
corporation in the reports that it files or submits under the
Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported upon in a timely manner.
We note, however, that even the most well designed and executed
controls systems are subject to inherent limitations and as a
result, the control system cannot provide absolute assurance that
its objectives will be met under all potential future conditions.



                               Page 38


Changes in Internal Controls.   There have been no significant
changes in the corporation's internal controls or in other
factors that could significantly affect these controls and
procedures subsequent to February 3, 2003.


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K


  (a)(1)  FINANCIAL STATEMENTS.
          See Item 8 concerning financial statements appearing
          as Exhibit 13 to this Report.


  (a)(2)  FINANCIAL STATEMENT SCHEDULES.
          An index to the financial statement schedules
          immediately precedes such schedules.


  (a)(3)  EXHIBITS.
          An index to the exhibits filed or incorporated by
          reference immediately precedes such exhibits.


  (b)     REPORTS ON FORM 8-K:  A report on Form 8-K was filed
          with the Securities and Exchange Commission on October
          21, 2002, File No. 333-66179, Document No. 0000054381-
          02-0000026 concerning the corporation's acquisition of
          Latin Percussion, Inc.






















                               Page 39



                              SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Bloomfield, State of
Connecticut, on this 26th day of March, 2003.

                           KAMAN CORPORATION
                           (Registrant)

                           /s/ Paul R. Kuhn
                           By  Paul R. Kuhn, Chairman, President
                           and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.

Signature:            Title:                             Date:
- ---------------------------------------------------------------

/s/ Paul R. Kuhn
Paul R. Kuhn          Chairman, President, and   March 26, 2003
                      Chief Executive Officer
                      and Director

/s/ Robert M. Garneau
Robert M. Garneau     Executive Vice President    March 26, 2003
                      and Chief Financial Officer
                      (Principal Financial and
                      Accounting Officer)

/s/ Paul R. Kuhn
Paul R. Kuhn                                      March 26, 2003
Attorney-in-Fact for:

    Brian E. Barents         Director
    E. Reeves Callaway, III  Director
    Frank C. Carlucci        Director
    John A. DiBiaggio        Director
    Huntington Hardisty      Director
    Edwin A. Huston          Director
    C. William Kaman, II     Director
    Eileen S. Kraus          Director
    Walter H. Monteith, Jr.  Director
    Wanda L. Rogers          Director
    Richard J. Swift         Director





                               Page 40


                            CERTIFICATIONS

I, Paul R. Kuhn, certify that:

1. I have reviewed this annual report on Form 10-K of Kaman
Corporation;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and



                               Page 41


b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this annual report whether there were significant
 changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.





Date:    March 26, 2003          By: /s/ Paul R. Kuhn
                                    ---------------------------
                                    Paul R. Kuhn
                                    Chairman, President and
                                    Chief Executive Officer
                                    (Duly Authorized Officer)
































                               Page 42


                               CERTIFICATIONS

I, Robert M. Garneau, certify that:

1. I have reviewed this annual report on Form 10-K of Kaman
Corporation;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and



                               Page 43


b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this annual report whether there were significant
 changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.





Date:    March 26, 2003          By: /s/ Robert M. Garneau
                                    ---------------------------
                                    Robert M. Garneau
                                    Executive Vice President and
                                    Chief Financial Officer
                                    (Duly Authorized Officer)
































                               Page 44


                    KAMAN CORPORATION AND SUBSIDIARIES

                  Index to Financial Statement Schedules



Report of Independent Auditors

Financial Statement Schedules:

    Schedule V - Valuation and Qualifying Accounts










































                               Page 45


REPORT OF INDEPENDENT AUDITORS


KPMG LLP
Certified Public Accountants
One Financial Plaza
Hartford, Connecticut 06103

The Board of Directors and Shareholders
Kaman Corporation:

Under date of January 28, 2003, we reported on the consolidated
balance sheets of Kaman Corporation and subsidiaries as of
December 31, 2002 and 2001 and the related consolidated
statements of operations, changes in shareholders' equity and
cash flows for each of the years in the three-year period ended
December 31, 2002, as contained in the 2002 annual report to
shareholders.  These consolidated financial statements and our
report thereon are included in the annual report on Form 10-K
for 2002.  In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related
consolidated financial statement schedule as listed in the
accompanying index.  This financial statement schedule is the
responsibility of the Company's management.  Our responsibility
is to express an opinion on this financial statement schedule
based on our audits.

In our opinion, such schedule, when considered in relation to
the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.


/s/ KPMG LLP



Hartford, Connecticut
January 28, 2003














                               Page 46



                  KAMAN CORPORATION AND SUBSIDIARIES
              SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
                          (Dollars in Thousands)

                          YEAR ENDED DECEMBER 31, 2002
                                    Additions
                                                
                     BALANCE    CHARGED TO                     BALANCE
                     JANUARY 1, COSTS AND                      DECEMBER 31,
DESCRIPTION          2002       EXPENSES   OTHERS  DEDUCTIONS  2002
Allowance for
doubtful accounts    $3,939     $1,024     $ 110(B) $2,220(A)  $2,853
                     ======     ======     ======   ======     ======
Accumulated
amortization         $1,817     $-----(C)  $-----   $-----     $1,817
of goodwill          ======     ======     ======   ======     ======


                          YEAR ENDED DECEMBER 31, 2001
                                    Additions
                                                
                     BALANCE    CHARGED TO                     BALANCE
                     JANUARY 1, COSTS AND                      DECEMBER 31,
DESCRIPTION          2001       EXPENSES   OTHERS  DEDUCTIONS  2001
Allowance for
doubtful accounts    $4,636     $  868     $277(B)  $1,842(A)  $3,939
                     ======     ======     ======   ======     ======
Accumulated
amortization         $1,708     $  109     $-----   $-----     $1,817
of goodwill          ======     ======     ======   ======     ======


                          YEAR ENDED DECEMBER 31, 2000
                                    Additions
                                                
                     BALANCE    CHARGED TO                     BALANCE
                     JANUARY 1, COSTS AND                      DECEMBER 31,
DESCRIPTION          2000       EXPENSES   OTHERS  DEDUCTIONS  2000
Allowance for
doubtful accounts    $4,519     $1,490     $-----   $1,373(A)  $4,636
                     ======     ======     ======   ======     ======
Accumulated
amortization         $1,598     $  110     $-----   $-----     $1,708
of goodwill          ======     ======     ======   ======     ======


(A) Write-off of bad debts, net of recoveries.
(B) Additions to allowance for doubtful accounts attributable to
    acquisitions.
(C) In accordance with FASB 142, no amortization expense for
    goodwill has been recorded in 2002.



                               Page 47


                      KAMAN CORPORATION

                      INDEX TO EXHIBITS

Exhibit 3a      The Amended and Restated             by reference
                Certificate of Incorporation
                of the corporation, as amended,
                has been filed with the Securities
                and Exchange Commission on form
                S-8POS on May 11, 1994, as
                Document No. 94-20.

Exhibit 3b      The By-Laws of the corporation       by reference
                as amended on February 9, 1999
                has been filed with the Securities
                and Exchange Commission on Form
                10-K on March 16, 1999, as
                Document No. 99-03, and as amended
                by Document No. 0000054381-02-000022
                filed on August 14, 2002.

Exhibit 4a      Indenture between the corporation    by reference
                and Manufacturers Hanover Trust
                Company, as Indenture Trustee,
                with respect to the Corporation's
                6% Convertible Subordinated Debentures,
                has been filed as Exhibit 4.1 to
                Registration Statement No. 33 -
                11599 on Form S-2 of the corporation
                filed with the Securities and Exchange
                Commission on January 29, 1987.

Exhibit 4b      Revolving Credit Agreement           by reference
                between the corporation and The
                Bank of Nova Scotia and Fleet
                National Bank as Co-Administrative
                Agents and Bank One, N.A. as the
                Documentation Agent and The Bank of
                Nova Scotia and Fleet Securities, Inc.
                as the Co-Lead Arrangers and Various
                Financial Institutions dated as of
                November 13, 2000 filed as Exhibit 4
                to form 10-Q filed with the Securities
                and Exchange Commission on November 14,
                2000, Document No. 0000054381-00-500006,
                as amended by Document No. 0000054381-02-
                000022 filed on August 14, 2002.






                               Page 48


Exhibit 4c      Credit Agreement between the        attached
                corporation, RWG Frankenjura-
                Industrie Flugwerklager GmbH, and
                Wachovia Bank, N.A., dated July 29,
                2002.  Schedules and Exhibits to the
                Credit Agreement, which are listed in
                its Table of Contents, are omitted but
                will be provided to the Commission upon
                request.

Exhibit 4d      The corporation is party to certain
                long-term debt obligations, such
                as real estate mortgages, copies
                of which it agrees to furnish to
                the Commission upon request.

Exhibit 10a     The Kaman Corporation 1993 Stock     attached
                Incentive Plan as amended effective
                February 25, 2003.

Exhibit 10b     The Kaman Corporation Employees      by reference
                Stock Purchase Plan as amended
                effective November 19, 1997 has been
                filed as an exhibit to the Corporation's
                Form 10-K Document No. 0000054381-98-09
                filed with the Securities and
                Exchange Commission on March 16, 1998,
                as amended by Document No. 0000054381-98-13
                filed on March 27, 1998.

Exhibit 10c     Kaman Corporation Supplemental       by reference
                Employees' Retirement Plan, as
                amended has been filed as an exhibit
                to the Corporation's Form 10-K,
                Document No. 0000054381-02-000005
                filed with the Securities and Exchange
                Commission on March 14, 2002.

Exhibit 10d     Amended and Restated Deferred        attached
                Compensation Plan (Effective as of
                November 12, 2002, except where
                otherwise indicated).

Exhibit 10e(i)  Kaman Corporation Cash Bonus Plan    by reference
                (Amended and Restated Effective as
                of January 1, 2002) and First
                Amendment thereto was filed as an
                exhibit to the Corporation's Form 10-K
                Document No. 0000054381-02-000005,
                filed with the Securities and Exchange
                Commission on March 14, 2002.


                               Page 49


Exhibit 10e(ii) Second Amendment to Kaman            attached
                Corporation Cash Bonus Plan
                (Amended and Restated Effective as
                of January 1, 2002).

Exhibit 10f     Employment Agreements and Change in  by reference
                Control Agreements with certain
                executive officers have been filed
                as exhibits to the following
                filings by the corporation with the
                Securities and Exchange Commission:
                Form 10-Q (Document No. 54381-99-14)
                filed November 12, 1999; Form 10-K
                (Document No. 54381-00-03) filed
                March 21, 2000; Form 10-Q
                (Document No. 54381-00-500006)
                Filed November 14, 2000; and Form 10-Q
                (Document No. 54381-01-500015) filed
                November 14, 2001.

Exhibit 10f(I)  Agreement between Kaman Aerospace    by reference
                Corporation and Huntington
                Hardisty effective March 1, 2002
                has been filed as exhibit to the
                Corporation's Form 10-K, Document
                No. 0000054381-02-000005 filed with
                the Securities and Exchange Commission
                on March 14, 2002.

Exhibit 10g     Notice of change of control          by reference
                filed as Exhibit 99 to the
                corporation's Form 8-K dated
                August 16, 2000 as Document
                No. 54381-00-000010.

Exhibit 11      Statement regarding computation      attached
                of per share earnings.

Exhibit 13      Portions of the Corporation's        attached
                2002 Annual Report to
                Shareholders as required by
                Item 8.

Exhibit 21      Subsidiaries.                       attached

Exhibit 23      Consent of Independent Auditors.    attached

Exhibit 24      Power of attorney under which       attached
                this report has been signed on
                behalf of certain directors.



                               Page 50


Exhibit 99.1    Certification of Chief Executive    attached
                Officer

Exhibit 99.2    Certification of Chief Financial     attached
                Officer
















































                               Page 51

                             EXHIBIT 4c





- -----------------------------------------------------------------

                        9,500,000 EURO

                          CREDIT AGREEMENT

                     dated as of July 29, 2002,

                            by and among

                         KAMAN CORPORATION,

                            as Borrower,

            RWG FRANKENJURA-INDUSTRIE FLUGWERKLAGER GMBH,

                            as Borrower,

                                and

              WACHOVIA BANK, NATIONAL ASSOCIATION,

                             as Lender


- -----------------------------------------------------------------
























                         TABLE OF CONTENTS

ARTICLE I    DEFINITIONS                                        1
SECTION 1.1    Definitions                                      1
SECTION 1.2    General                                          8
SECTION 1.3    Other Definitions and Provisions                 8

ARTICLE II   REVOLVING CREDIT FACILITY                          8
SECTION 2.1    Revolving Credit Loans                           8
SECTION 2.2    Procedure for Advances of Revolving Credit
                 Loans                                          9
SECTION 2.3    Repayment of Loans                               9
SECTION 2.4    Revolving Credit Note                           10
SECTION 2.5    Permanent Reduction of the Revolving Credit
                 Commitment                                    10
SECTION 2.6    Purpose                                         10

ARTICLE III  TERM LOAN FACILITY                                10
SECTION 3.1    Term Loan                                       10
SECTION 3.2    Procedure for Advance of Term Loan              11
SECTION 3.3    Repayment of Term Loan                          11
SECTION 3.4    Prepayments of Term Loan                        11
SECTION 3.5    Term Notes                                      12
SECTION 3.6    Purpose                                         12

ARTICLE IV   GENERAL LOAN PROVISIONS                           12
SECTION 4.1    Interest                                        12
SECTION 4.2    Continuation of Loans                           13
SECTION 4.3    Fees                                            14
SECTION 4.4    Manner of Payment                               14
SECTION 4.5    Crediting of Payments and Proceeds              14

ARTICLE V    SPECIAL PROVISIONS AS TO EURO LIBOR RATE; TAXES
               AND YIELD PROTECTION                            15
SECTION 5.1    Additional Costs                                15
SECTION 5.2    Capital Requirements                            15
SECTION 5.3    Taxes                                           16
SECTION 5.4    Regulatory Limitation                           17
SECTION 5.5    Indemnity                                       17
SECTION 5.6    Mitigation Obligations                          17
SECTION 5.7    Further Assurances                              18

ARTICLE VI   CLOSING; CONDITIONS OF CLOSING AND BORROWING      18
SECTION 6.1    Closing                                         18
SECTION 6.2    Conditions to Closing and Initial Loans         18
SECTION 6.3    Conditions to All Loans                         20

ARTICLE VII  REPRESENTATIONS AND WARRANTIES                    21

ARTICLE VIII COVENANTS                                         22
SECTION 8.1    Affirmative, Negative and Financial Covenants   22


                               Page (i)


ARTICLE IX   UNCONDITIONAL GUARANTY                            22
SECTION 9.1    Guaranty of Obligations                         22
SECTION 9.2    Nature of Guaranty                              23
SECTION 9.3    Demand by the Lender                            24
SECTION 9.4    Waivers                                         24
SECTION 9.5    Modification of Loan Documents etc.             24
SECTION 9.6    Reinstatement                                   25
SECTION 9.7    No Subrogation                                  25

ARTICLE X    DEFAULT AND REMEDIES                              26

ARTICLE XI   MISCELLANEOUS                                     27
SECTION 11.1   Notices                                         27
SECTION 11.2   Expenses; Indemnity                             28
SECTION 11.3   Set-off                                         28
SECTION 11.4   Governing Law                                   29
SECTION 11.5   Jurisdiction and Venue                          29
SECTION 11.6   Waiver of Jury Trial                            30
SECTION 11.7   Reversal of Payments                            30
SECTION 11.8   Injunctive Relief; Punitive Damages             30
SECTION 11.9   Accounting Matters                              30
SECTION 11.10  Benefit of Agreement                            31
SECTION 11.11  Amendments, Waivers and Consents                31
SECTION 11.12  Performance of Duties                           31
SECTION 11.13  Prejudgment Remedy Waiver; Other Waivers        31
SECTION 11.14  All Powers Coupled with Interest                31
SECTION 11.15  Survival of Indemnities                         31
SECTION 11.16  Currency Indemnity                              31
SECTION 11.17  Amendment of Revolving Credit Agreement         32
SECTION 11.18  Titles and Captions                             32
SECTION 11.19  Severability of Provisions                      32
SECTION 11.20  Counterparts                                    32
SECTION 11.21  Term of Agreement                               32
SECTION 11.22  Advice of Counsel                               32
SECTION 11.23  No Strict Construction                          33
SECTION 11.24  Inconsistencies with Other Documents;
                 Independent Effect of Covenants               33

EXHIBITS

Exhibit A-1  - Form of Revolving Credit Note
Exhibit A-2  - Form of Term Note
Exhibit B    - Form of Notice of Borrowing
Exhibit C    - Form of Notice of Prepayment
Exhibit D    - Form of Notice of Continuation








                               Page (ii)


                          CREDIT AGREEMENT

     THIS CREDIT AGREEMENT, dated the 29th day of July, 2002 by
and among WACHOVIA BANK, NATIONAL ASSOCIATION, a national
banking association, as Lender, KAMAN CORPORATION, a Connecticut
corporation, as borrower and guarantor, and RWG FRANKENJURA-
INDUSTRIE FLUGWERKLAGER GMBH, a German corporation domiciled in
Dachsbach, as borrower.

                       STATEMENT OF PURPOSE

     The Borrowers have requested that the Lender enter into
this Agreement to make available (a) an Eight Million Five
Hundred Thousand Euros (8,500,000 Euros) term loan facility to
the Domestic Borrower and (b) a One Million Euros (1,000,000
Euros) revolving credit facility to the German Borrower, each as
described herein on the terms and conditions set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Lender and the Borrowers hereby agree as follows:

                              ARTICLE I
                            DEFINITIONS

     SECTION 1.1  Definitions.  Capitalized terms used herein
and not defined herein shall have the meanings assigned thereto
in the Revolving Credit Agreement (as defined below); provided,
that, all definitions and other provisions of the Revolving
Credit Agreement which are incorporated herein by reference shall
be construed in such a manner so as to give such incorporated
terms legal effect and meaning hereunder.  More specifically, any
references to the terms defined in both the Revolving Credit
Agreement and this Agreement, shall be deemed references to such
terms as defined herein, in each case to the extent necessary to
give any such incorporated provisions legal effect and meaning
hereunder.  In addition, the following terms when used in this
Agreement shall have the meanings assigned to them below:

     "Acquisition" means the purchase of 100% of the outstanding
capital stock of RWG Frankenjura-Industrie Flugwerklager GmbH
pursuant to the Acquisition Agreement.

     "Acquisition Agreement" means the Purchase Agreement dated
as of July 15, 2002, by and among Robert Wirth, Siegbert
Hollederer, Lothar Schuster and Christine Schuster, the
shareholders of RWG Frankenjura-Industrie Flugwerklager GmbH, as
sellers, and Kaman Aerospace Group, Inc., as buyer.





                               Page 1


     "Affiliate" means, with respect to any Person, any other
Person (other than a Subsidiary of the Borrower) which directly
or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, such first
Person or any of its Subsidiaries.  The term "control" means
(a) the power to vote five percent (5%) or more of the
securities or other equity interests of a Person having ordinary
voting power, or (b) the possession, directly or indirectly, of
any other power to direct or cause the direction of the
management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.

     "Agreed Currency" shall have the meaning set forth in
Section
11.16.

     "Agreement" means this Credit Agreement, as amended,
restated, supplemented or otherwise modified from time to time.

     "Applicable Law" means all applicable provisions of
constitutions, laws, statutes, ordinances, rules, treaties,
regulations, permits, licenses, approvals, interpretations and
orders of courts or Governmental Authorities and all orders and
decrees of all courts and arbitrators.

     "Applicable Margin" means, for purposes of calculating (a)
the Euro LIBOR Rate and the Euro Base Rate for purposes of
Section 4.1, (b) the commitment fee for purposes of Section
4.3(b) or (c) the facility fee for purposes of Section 4.3(a), a
percentage based upon the then applicable credit rating from S&P
with respect to the Domestic Borrower's Public Senior Debt
(whether or not any is outstanding) as follows:


                                        
               Applicable   Commitment   Applicable    Facility
      S&P      Margin for    Fee for     Margin for    Fee for
               Term Loan    Term Loan    Revolving     Revolving
                            Commitment    Credit        Credit
                                          Loans        Commitment
- -----------------------------------------------------------------
   >= A-        .875%        0.150%       0.725%        0.150%
   >= BBB+     1.000%        0.190%       0.810%        0.190%
   >= BBB      1.255%        0.225%       0.900%        0.225%
   >= BBB-     1.375%        0.250%       1.125%        0.250%
   >= BB+      1.750%        0.375%       1.375%        0.375%
     

The Applicable Margin shall be adjusted on the Business Day after
any announcement, change, or withdrawal of S&P's rating of the
Domestic Borrower's Public Senior Debt: provided, that if at any

                               Page 2


time any Public Senior Debt is not rated by S&P, such Public
Senior Debt shall, for purposes of this definition, be deemed to
have been rated one level above the then applicable highest
rating ascribed to the Domestic Borrower's Subordinated Debt by
S&P: provided, further, that if at any time neither the
Subordinated Debt nor the Public Senior Debt of the Domestic
Borrower is rated by S&P, or if at any time S&P is not in the
business of rating debt securities such as the Domestic
Borrower's Subordinated Debt or Public Senior Debt, then the S&P
rating of the Domestic Borrower's Public Senior Debt shall, for
purposes of this definition, be deemed to be rated less than BB+.
The Domestic Borrower covenants and agrees with the Lender to at
all times use its best efforts to cause S&P to issue credit
ratings (either publicly or in the form of letters to the Lender)
for its Public Senior Debt and/or its Subordinated Debt (whether
or not any such Public Senior Debt or Subordinated Debt is
outstanding).

     "Borrowers" means the collective reference to the Domestic
Borrower and the German Borrower.

     "Business Day" means any day (other than a Saturday or
Sunday) on which banks are generally open for business in New
York City and prime banks in London generally provide quotations
for deposits denominated in Euros.

     "Closing Date" means the date of this Agreement or such
later Business Day upon which each condition described in Section
6.2 shall be satisfied or waived in all respects in a manner
acceptable to the Lender, in its sole discretion.

     "Code" means the Internal Revenue Code of 1986, and the
rules and regulations thereunder, each as amended or modified
from time to time.

     "Conversion Date" shall have the meaning set forth in
Section
11.16.

     "Credit Facility" means, collectively, the Revolving Credit
Facility and the Term Loan Facility.

     "Default" means any of the events specified in Section 10.1
which with the passage of time, the giving of notice or any other
condition, would constitute an Event of Default.

     "Dollars" or "$" means, unless otherwise qualified, dollars
in lawful currency of the United States.

     "Domestic Borrower" means Kaman Corporation, a Connecticut
corporation, in its capacity as borrower under the Term Loan
Facility.

                               Page 3


     "EMU" means economic and monetary union as contemplated in
the Treaty on European Union.

     "EMU Legislation" means legislative measures of the Council
of European Union for the introduction of, change over to or
operation of the Euro.

     "Euro" or the sign "Euro" means the single currency to which
the Participating Member States of the European Union have
converted.

     "Euro Base Rate" means a fluctuating rate per annum, charged
monthly in arrears, as quoted by the Lender's London Branch, from
time to time.

     "Euro Base Rate Loan" means any Revolving Credit Loan
bearing interest based upon the Euro Base Rate.

     "Euro LIBOR Rate" means a rate per annum (rounded upwards,
if necessary, to the next higher 1/100th of 1%) determined by the
Lender pursuant to the following formula:

      Euro LIBOR Rate     =             Euro LIBOR
                               ---------------------------
                               1.00 - Reserve Requirement

For the purposes of this definition:  (a) "Euro LIBOR" means the
rate of interest per annum determined on the basis of the rate
for deposits in Euros for a period equal to the applicable
Interest Period which appears on the Telerate screen 3750 at
approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of the applicable Interest Period (in each
case, rounded upward, if necessary, to the nearest one-hundredth
of one percent (1/100%)); provided that if, for any reason, such
rate does not appear on Telerate screen 3750, then "Euro LIBOR"
shall be determined by the Lender to be the arithmetic average
(rounded upward, if necessary, to the nearest one-hundredth of
one percent (1/100%)) of the rate per annum at which deposits in
Dollars in which the applicable Loan is denominated would be
offered by first class banks in the London interbank market to
the Lender at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of the applicable Interest
Period for a period equal to such Interest Period and in an
amount substantially equal to the amount of the applicable Loan;
and (b) "Reserve Requirement" means, for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the
next higher 1/100th of 1%) which is in effect for such day as
prescribed by the Federal Reserve Board (or any successor) for
determining the maximum reserve requirement (including, without
limitation, any basic, supplemental or emergency reserves) in
respect of eurocurrency liabilities or any similar category of
liabilities for a member bank of the Federal Reserve System in

                               Page 4


New York City.  Each calculation by the Lender of the Euro LIBOR
Rate shall be conclusive and binding for all purposes, absent
manifest error.

     "Euro LIBOR Rate Loan" means any Revolving Credit Loan
bearing interest based upon the Euro LIBOR Rate.

     "Event of Default" means any of the events specified in
Section 10.1, provided that any requirement for passage of time,
giving of notice, or any other condition, has been satisfied.

     "GAAP" means generally accepted accounting principles, as
recognized by the American Institute of Certified Public
Accountants and the Financial Accounting Standards Board,
consistently applied and maintained on a consistent basis for the
Borrower and its Subsidiaries throughout the period indicated and
(subject to Section 11.9) consistent with the prior financial
practice of the Borrower and its Subsidiaries.

     "German Borrower" means RWG Frankenjura-Industrie
Flugwerklager GmbH, a German corporation domiciled in Dachsbach,
in its capacity as borrower under the Revolving Credit Facility.

     "Governmental Approvals" means all authorizations, consents,
approvals, licenses and exemptions of, registrations and filings
with, and reports to, all Governmental Authorities.

     "Governmental Authority" means any nation, province, state
or political subdivision thereof, and any government or any
Person exercising executive, legislative, regulatory or
administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

     "Guaranteed Obligations" shall have the meaning set forth in
Section 9.1.

     "Guaranty" means the unconditional guaranty agreement of the
Domestic Borrower set forth in Article IX.

     "Interest Period" shall have the meaning assigned thereto in
Section 4.1(b).

     "Judgment Currency" shall have the meaning set forth in
Section 11.16 of this Agreement.

     "Lender" means Wachovia Bank, National Association, a
national banking association, and its successors and assigns.

     "Loans" means the collective reference to the Revolving
Credit Loans and the Term Loans and "Loan" means any of such
Loans.

                               Page 5


     "Loan Documents" means, collectively, this Agreement, the
Notes, the Guaranty and each other document, instrument,
certificate and agreement executed and delivered by the Borrowers
or any Subsidiary thereof in connection with this Agreement or
otherwise referred to herein or contemplated hereby, all as may
be amended, restated, supplemented or otherwise modified from
time to time.

     "Notes" means the collective reference to the Revolving
Credit Note and the Term Note and "Note" means any of such Notes.

     "Notice of Borrowing" shall have the meaning assigned
thereto in Section 2.2(a).

     "Notice of Continuation" shall have the meaning assigned
thereto in Section 4.2.

     "Notice of Prepayment" shall have the meaning assigned
thereto in Section 2.3(c).

     "Obligations" means the unpaid principal of and interest on
the Loans and all other obligations and liabilities of the
Borrowers to the Lender, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter
incurred, which may arise under, out of, or in connection with,
this Agreement, the other Loan Documents or any other document
made, delivered or given in connection therewith, whether on
account of principal, interest, fees indemnities, costs, expenses
(including, without limitation, all fees and disbursements of
counsel to the Lender) or otherwise; provided that the parties
hereto acknowledge and agree that the term "Obligations" is not
intended to include the "Obligations" (as such term is defined in
the Revolving Credit Agreement) under the Revolving Credit
Agreement.

     "Operating Accounts" means the collectively reference to (a)
the operating account (account no. 05050166) of the Domestic
Borrower maintained with the Lender and (b) the operating account
(account no. 05051166) of the German Borrower maintained with the
Lender.

     "Other Taxes" shall have the meaning assigned thereto in
Section 5.3(b).

     "Participating Member State" means each state so described
in any EMU Legislation.

     "Person" means an individual, corporation, limited liability
company, partnership, association, trust, business trust, joint
venture, joint stock company, pool, syndicate, sole
proprietorship, unincorporated organization, Governmental
Authority or any other form of entity or group thereof.

                               Page 6


     "Regulatory Change" means any change after the date of this
Agreement in United States federal, state, foreign or Bank of
England laws or regulations or the adoption or making after such
date of any interpretations, directives or requests applying to a
class of banks including the Lender, or its overseas branches or
affiliates, of or under any United States federal, state, foreign
or Bank of England laws or regulations (whether or not having the
force of law) by any court or governmental or monetary authority
charged with the interpretation or administration thereof,
excluding, however, any such change which results in an
adjustment of the rate at which Reserve Requirements are imposed
against eurocurrency liabilities and the effect of which is
reflected in a change in the Euro LIBOR Rate as provided in the
definitions of such terms in this Article I.

     "Responsible Officer" means any of the following: the chief
executive officer or chief financial officer of the Domestic
Borrower or any other officer of the Domestic Borrower reasonably
acceptable to the Lender.

     "Revolving Credit Agreement" means that certain Revolving
Credit Agreement dated as of November 13, 2000, by and among the
Domestic Borrower, the banks party thereto, The Bank of Nova
Scotia and Fleet National Bank, as co-administrative agents, and
Bank One, N.A., as documentation agent, as amended by Amendment
No. 1 dated as of June 28, 2002, and as may be further amended,
restated, supplemented or otherwise modified from time to time;
provided that no amendment, restatement, supplement or other
modification shall be effective with respect to the terms thereof
incorporated herein by reference unless such amendment,
restatement, supplement or other modification is approved by the
Lender.

     "Revolving Credit Commitment" means the obligation of the
Lender to make Revolving Credit Loans to the account of the
German Borrower hereunder in an aggregate principal amount at any
time outstanding not to exceed One Million Euros (1,000,000
Euros), as such amount may be reduced or modified at any time or
from time to time pursuant to the terms hereof.

     "Revolving Credit Facility" means the revolving credit
facility established pursuant to Article II.

     "Revolving Credit Loans" means any revolving loan made to
the German Borrower pursuant to Section 2.1, and all such
revolving loans collectively as the context requires.

     "Revolving Credit Maturity Date" means the earliest of (a)
November 11, 2005, (b) the date of termination by the German
Borrower pursuant to Section 2.5 or (c) the date of termination
by the Lender pursuant to Section 10.2.


                               Page 7


     "Revolving Credit Note" means the Revolving Credit Note of
even date herewith made by the German Borrower payable to the
Lender in the form of Exhibit A-1 hereto, evidencing the
Revolving Credit Facility, and any amendments, supplements and
modifications thereto, any substitutes therefor, and any
replacements, restatements, renewals or extension thereof, in
whole or in part.

     "Subsidiary" means as to any Person, any corporation,
partnership, limited liability company or other entity of which
more than fifty percent (50%) of the outstanding capital stock or
other ownership interests having ordinary voting power to elect a
majority of the board of directors or other managers of such
corporation, partnership, limited liability company or other
entity is at the time owned by or the management is otherwise
controlled by such Person (irrespective of whether, at the time,
capital stock or other ownership interests of any other class or
classes of such corporation, partnership, limited liability
company or other entity shall have or might have voting power by
reason of the happening of any contingency).  Unless otherwise
qualified references to "Subsidiary" or "Subsidiaries" herein
shall refer to those of the Borrower.

     "Taxes" shall have the meaning assigned thereto in Section
5.3(a).

     "Term Loan Commitment" means the obligation of the Lender to
make the Term Loan to the account of the Domestic Borrower
hereunder in an aggregate principal amount at any time
outstanding not to exceed Eight Million Five Hundred Thousand
Euros (8,500,000 Euro), as such amount may be reduced or modified
at any time or from time to time pursuant to the terms hereof.

     "Term Loan" means the term loan to be made to the Domestic
Borrower by the Lender pursuant to Section 3.1 of this Agreement.

     "Term Loan Facility" shall mean the term loan facility
established pursuant to Article III.

     "Term Loan Maturity Date" means the earliest of (a) November
11, 2005, (b) the date of termination by the Domestic Borrower
pursuant to Section 3.4, or (c) the date of termination by the
Lender pursuant to Section 10.2.

     "Term Note" means the Term Note of even date herewith made
by the Domestic Borrower payable to the Lender in the form of
Exhibit A-2 hereto, evidencing the Term Loan Facility, and any
amendments, modifications and supplements thereto, any substitute
therefor, and any replacement, restatements, renewals or
extensions thereof, in whole or in part.



                               Page 8


     "Treaty on European Union" means the Treaty of Rome of March
25, 1957, as amended by the Single European Act of 1986 and the
Maastricht Treaty (signed February 7, 1992), as amended from time
to time.

     "UCC" means the Uniform Commercial Code as in effect in the
State of Connecticut, as amended or modified from time to time.

     "United States" means the United States of America.

     SECTION 1.2  General.  Unless otherwise specified, a
reference in this Agreement to a particular article, section,
subsection, Schedule or Exhibit is a reference to that article,
section, subsection, Schedule or Exhibit of this Agreement.
Wherever from the context it appears appropriate, each term
stated in either the singular or plural shall include the
singular and plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, the
feminine and the neuter.

     SECTION 1.3  Other Definitions and Provisions
     (a)  Use of Capitalized Terms.  Unless otherwise defined
therein, all capitalized terms defined in this Agreement shall
have the defined meanings when used in this Agreement, the Notes
and the other Loan Documents or any certificate, report or other
document made or delivered pursuant to this Agreement.

     (b)  References to the Borrowers.  Unless otherwise
specified or otherwise required by the context, all references to
the Domestic Borrower and its Subsidiaries or the German Borrower
and its Subsidiaries shall be deemed to be references to such
entities after giving effect to the Acquisition.

     (c)  Revolving Credit Agreement.  The terms and conditions
of each article, section or subsection of the Revolving Credit
Agreement which are incorporated in this Agreement by reference
shall continue as such terms and conditions are set forth in the
Revolving Credit Agreement on the Closing Date hereof
irrespective of any termination of the Revolving Credit
Agreement.

     (d)  Miscellaneous.  The words "hereof", "herein" and
"hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.








                               Page 9


                          ARTICLE II
                    REVOLVING CREDIT FACILITY

     SECTION 2.1  Revolving Credit Loans.  Subject to the terms
and conditions of this Agreement, and in reliance upon the
representations and warranties set forth herein, the Lender
agrees to make Revolving Credit Loans to the German Borrower from
time to time from the Closing Date through, but not including,
the Revolving Credit Maturity Date as requested by the German
Borrower in accordance with the terms of Section 2.2; provided,
that the aggregate principal amount of all outstanding Revolving
Credit Loans (after giving effect to any amount requested) shall
not exceed the Revolving Credit Commitment.  Subject to the terms
and conditions hereof, the German Borrower may borrow, repay and
reborrow Revolving Credit Loans hereunder until the Revolving
Credit Maturity Date.

     SECTION 2.2  Procedure for Advances of Revolving Credit
Loans
     (a)  Requests for Borrowing.  The German Borrower shall give
the Lender irrevocable prior written notice substantially in the
form attached hereto as Exhibit B (a "Notice of Borrowing") not
later than 11:00 a.m. (London time) (i) on the same Business Day
as each Euro Base Rate Loan and (ii) at least three (3) Business
Days before each Euro LIBOR Rate Loan, of its intention to
borrow, specifying (A) the date of such Revolving Credit Loan,
which shall be a Business Day, (B) whether such Revolving Credit
Loan is to be a Euro LIBOR Rate Loan or Euro Base Rate Loan, (C)
the amount of such Revolving Credit Loan, which in the case of a
Euro LIBOR Rate Loan shall be in an aggregate principal amount of
100,000 Euro or a whole multiple of 100,000 Euro in excess
thereof, and (D) in the case of a Euro LIBOR Rate Loan, the
duration of the Interest Period applicable thereto.  A Notice of
Borrowing received after 11:00 a.m. (London time) shall be deemed
received on the next Business Day.

     (b)  Disbursement of Revolving Credit.  Not later than 2:00
p.m. (London time) on the proposed borrowing date, the Lender
will make available to the German Borrower the Revolving Credit
Loan to be made on such borrowing date.  The German Borrower
hereby irrevocably authorizes the Lender to disburse the proceeds
of each borrowing requested pursuant to this Section 2.2 in
immediately available funds by crediting or wiring such proceeds
to the applicable Operating Account of the German Borrower or as
may be otherwise agreed upon by the German Borrower and the
Lender from time to time.







                               Page 10


     SECTION 2.3  Repayment of Loans.
     (a)  Repayment on Maturity Date.  The German Borrower hereby
agrees to repay the outstanding principal amount of all Revolving
Credit Loans in full on the Revolving Credit Maturity Date,
together with all accrued but unpaid interest thereon.

     (b)  Mandatory Repayment of Revolving Credit Loans.  If at
any time the outstanding principal amount of all Revolving
Credit Loans exceeds the Revolving Credit Commitment, the German
Borrower agrees to repay immediately upon notice from the
Lender, by payment to the Lender, Revolving Credit Loans in an
amount equal to such excess.

     (c)  Optional Repayments.  The German Borrower may at any
time and from time to time repay Revolving Credit Loans, in whole
or in part, upon at least three (3) Business Days' irrevocable
notice to the Lender with respect to Euro LIBOR Rate Loans and
upon at least one (1) Business Day's irrevocable notice to the
Lender with respect to Euro Base Rate Loans, substantially in the
form attached hereto as Exhibit C (a "Notice of Prepayment")
specifying the date and amount of repayment and whether the
repayment is of Euro LIBOR Rate Loans or Euro Base Rate Loans, or
a combination thereof, and, if of a combination thereof, the
amount allocable to each.  If any such notice is given, the
amount specified in such notice shall be due and payable on the
date set forth in such notice.  Partial repayments of Euro LIBOR
Rate Loans shall be in an aggregate amount of 100,000 Euro or a
whole multiple of 100,000 Euro in excess thereof.  Each such
repayment shall be accompanied by any amount required to be paid
pursuant to Section 5.5.

     SECTION 2.4  Revolving Credit Note.  The Lender's Revolving
Credit Loans and the obligation of the German Borrower to repay
such Revolving Credit Loans shall be evidenced by a Revolving
Credit Note executed by the German Borrower payable to the order
of the Lender.

     SECTION 2.5  Permanent Reduction of the Revolving Credit
Commitment.

     (a)  Voluntary Reduction.  The German Borrower shall have
the right at any time and from time to time, upon at least five
(5) Business Days prior written notice to the Lender, to
permanently reduce, without premium or penalty, (i) the entire
Revolving Credit Commitment at any time or (ii) portions of the
Revolving Credit Commitment, from time to time, in an aggregate
principal amount not less than 100,000 Euro or any whole multiple
of 100,000 Euro in excess thereof.





                               Page 11


     (b)  Reduction Upon Termination of Revolving Credit
Agreement.  Upon (i) any voluntary or mandatory termination or
expiration of the Revolving Credit Agreement or (ii) any
amendment, restatement or other modification of the Revolving
Credit Agreement the effect of which is to terminate the rights
and obligations of Wachovia Bank, National Association (formerly
known as First Union National Bank) as a "Bank" thereunder, the
Revolving Credit Commitment shall terminate and the German
Borrower shall repay the outstanding principal amount of all
outstanding Revolving Credit Loans, together with all accrued but
unpaid interest thereon.

     (c)  Corresponding Payment.  Each permanent reduction
permitted or required pursuant to this Section 2.5 shall be
accompanied by a payment of principal sufficient to reduce the
aggregate outstanding Revolving Credit Loans after such reduction
to the Revolving Credit Commitment as so reduced.  Any reduction
of the Revolving Credit Commitment to zero shall be accompanied
by payment of all outstanding Revolving Credit Loans and shall
result in the termination of the Revolving Credit Commitment and
the Revolving Credit Facility.  Such repayment shall be
accompanied by any amount required to be paid pursuant to Section
5.5.

     SECTION 2.6  Purpose.  The German Borrower shall use the
proceeds of the Revolving Credit Loans for working capital and
general corporate purposes.


                           ARTICLE III
                        TERM LOAN FACILITY

     SECTION 3.1  Term Loan.  Subject to the terms and conditions
of this Agreement, the Lender severally agrees to make the Term
Loan to the Domestic Borrower in up to five (5) draws as
requested by the Domestic Borrower in accordance with the terms
of Section 3.2; provided, that (a) the first of such draws (the
"Initial Draw") shall be made on the Closing Date in the
principal amount of 7,500,000 Euro, (b) each of the remaining
draws (the "Subsequent Draws") shall only be made at the times
and in the amounts required pursuant to Section 2 of the
Acquisition Agreement, (c) all of the Subsequent Draws shall be
made on or before the second anniversary of the Closing Date, (d)
each of the Subsequent Draws shall be in a minimum principal
amount of 200,000 Euro or a whole multiple of 50,000 Euro in
excess thereof, (e)  the aggregate principal amount of all of the
Subsequent Draws shall not exceed 1,000,000 Euro, and (f) the
Term Loan Commitment shall terminate on the second anniversary of
the Closing Date (regardless of whether the Domestic Borrower has




                               Page 12


utilized the total amount of the Term Loan Commitment) or, if
earlier, upon the full utilization of the Term Loan Commitment or
otherwise as set forth herein.

     SECTION 3.2  Procedure for Advance of Term Loan.  The
Domestic Borrower shall give the Lender an irrevocable Notice of
Borrowing prior to 11:00 a.m. (London time) at least three (3)
Business Days before each draw under the Term Loan, of its
intention to borrow, specifying (a) the date of such borrowing,
which shall be a Business Day, (b) the amount of such borrowing,
(c) the duration of the Interest Period applicable thereto.  A
Notice of Borrowing received after 11:00 a.m. (London time) shall
be deemed received on the next Business Day.  The Domestic
Borrower hereby irrevocably authorizes the Lender to disburse the
proceeds of the Term Loan in immediately available funds by
crediting or wiring such proceeds to the Operating Account of the
Domestic Borrower or as may be otherwise agreed upon by the
Domestic Borrower and the Lender from time to time.

     SECTION 3.3  Repayment of Term Loan.  The Borrower shall
repay the aggregate outstanding principal amount of the Term Loan
in full, together with accrued interest thereon, on the Term Loan
Maturity Date.

     SECTION 3.4  Prepayments of Term Loan.

     (a)  Optional Prepayment of Term Loan.  The Borrower shall
have the right at any time and from time to time, upon delivery
to the Lender of a Notice of Prepayment at least three (3)
Business Days prior to any repayment, to prepay the Term Loan in
whole or in part without premium or penalty except as provided in
Section 5.5.  Each optional prepayment of the Term Loan hereunder
shall be in an aggregate principal amount of at least 100,000
Euro or any whole multiple of 100,000 Euro in excess thereof.
Each repayment shall be accompanied by any amount required to be
paid pursuant to Section 5.5.

     (b)  Prepayment Upon Termination of Revolving Credit
Agreement.  Upon (i) any voluntary or mandatory termination or
expiration of the Revolving Credit Agreement or (ii) any
amendment, restatement or other modification of the Revolving
Credit Agreement the effect of which is to terminate the rights
and obligations of Wachovia Bank, National Association (formerly
known as First Union National Bank) as a "Bank" thereunder, the
Term Loan Commitment shall terminate and the Domestic Borrower
shall repay the outstanding principal amount of the Term Loan in
full, together with all accrued but unpaid interest thereon.

Amounts prepaid under the Term Loan pursuant to this Section 3.4
may not be reborrowed and will constitute a permanent reduction



                               Page 12


in such Term Loan Commitment.  Each prepayment shall be
accompanied by any amount required to be paid pursuant to Section
5.5.

     SECTION 3.5  Term Notes.  The Term Loan and the obligation
of the Domestic Borrower to repay such Term Loan shall be
evidenced by a separate Term Note executed by the Borrower
payable to the order of the Lender.

     SECTION 3.6  Purpose.  The Domestic Borrower shall use the
proceeds of the Term Loan (a) to finance the Acquisition and (b)
to repay certain outstanding indebtedness of the German Borrower.


                            ARTICLE IV
                      GENERAL LOAN PROVISIONS

     SECTION 4.1  Interest.

     (a)  Interest Rate Options.  Subject to the provisions of
this Section 4.1, (i) the Term Loan shall bear interest at the
Euro LIBOR Rate plus the Applicable Margin and (ii) Revolving
Credit Loans shall bear interest at the Domestic Borrower's
option of the Euro LIBOR Rate and the Euro Base Rate, in each
case, plus the Applicable Margin.  The applicable Borrower shall
select the rate of interest and Interest Period, if any,
applicable to any Loan at the time a Notice of Borrowing is given
pursuant to Section 2.2 or Section 3.2, as applicable, or at the
time a Notice of Continuation is given pursuant to Section 4.2.

     (b)  Interest Periods.  In connection with each Euro LIBOR
Rate Loan, the applicable Borrower, by giving notice at the times
described in Section 2.2 and Section 3.2, respectively, shall
elect an interest period (each, an "Interest Period") to be
applicable to such Euro LIBOR Rate Loan, which Interest Period
shall be a period of one (1), two (2), three (3), or six (6)
months; provided that:

          (i)  the Interest Period shall commence on the date of
advance of any Loan and, in the case of immediately successive
Interest Periods, each successive Interest Period shall commence
on the date on which the immediately preceding Interest Period
expires;

          (ii)  if any Interest Period would otherwise expire on
a day that is not a Business Day, such Interest Period shall
expire on the next succeeding Business Day; provided, that if
any Interest Period would otherwise expire on a day that is not
a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall
expire on the immediately preceding Business Day;


                               Page 14


          (iii)  any Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of
the relevant calendar month at the end of such Interest Period;

          (iv)  no Interest Period shall extend beyond the
Revolving Credit Maturity Date or the Term Loan Maturity Date, as
applicable; and

          (v)  there shall be no more than five (5) Interest
Periods in effect at any time.

     (c)  Default Rate.  Subject to Section 10.3, at the
discretion of the Lender, upon the occurrence and during the
continuance of an Event of Default, all outstanding Loans shall
bear interest at a rate per annum of two percent (2%) in excess
of the rate then applicable to such Loans.  Interest shall
continue to accrue on the Notes after the filing by or against
the applicable Borrower of any petition seeking any relief in
bankruptcy or under any act or law pertaining to insolvency or
debtor relief, whether state, federal or foreign.

     (d)  Interest Payment and Computation. (i) Interest on each
Euro Base Rate Loan shall be payable in arrears on the last
Business Day of each calendar quarter, and on the Revolving
Credit Maturity Date, and (ii) interest on each Euro LIBOR Rate
Loan shall be payable in arrears on the last day of each Interest
Period applicable thereto, and if such Interest Period extends
over three (3) months, at the end of each three (3) month
interval during such Interest Period.  All interest rates, fees
and commissions provided hereunder shall be computed on the basis
of a 360-day year and assessed for the actual number of days
elapsed.

     (e)  Maximum Rate.  In no contingency or event whatsoever
shall the aggregate of all amounts deemed interest hereunder or
under any of the Notes charged or collected pursuant to the terms
of this Agreement or pursuant to any of the Notes exceed the
highest rate permissible under any Applicable Law which a court
of competent jurisdiction shall, in a final determination, deem
applicable hereto.  In the event that such a court determines
that the Lender has charged or received interest hereunder in
excess of the highest applicable rate, the rate in effect
hereunder shall automatically be reduced to the maximum rate
permitted by Applicable Law and the Lender shall, at the Lender's
option, (i) promptly refund to the applicable Borrower any
interest received by the Lender in excess of the maximum lawful
rate or (ii) apply such excess to the principal balance of the
Obligations of such Borrower on a pro rata basis.  It is the
intent hereof that the Borrowers not pay or contract to pay, and


                               Page 15


that the Lender not receive or contract to receive, directly or
indirectly in any manner whatsoever, interest in excess of that
which may be paid by the Borrowers under Applicable Law.

     SECTION 4.2  Continuation of Loans.  Upon the expiration of
any Interest Period, the applicable Borrower may continue such
Loans by giving the Lender irrevocable prior written notice in
the form attached as Exhibit D (a "Notice of Continuation") not
later than 11:00 a.m. (London time) three (3) Business Days
before the day on which a proposed continuation of such Loan is
to be effective specifying (a) the Loans to be continued, and the
last day of the Interest Period therefor, (b) the effective date
of such continuation (which shall be a Business Day), (c) the
principal amount of such Loans to be continued, and (d) the
Interest Period to be applicable to such continued Loan.  Upon
the expiration of the Interest Period for any Euro LIBOR Rate
Loan, if the applicable Borrower fails to deliver a Notice of
Continuation, (i) if such Loan is a Revolving Credit Loan, such
Loan shall be automatically converted to a Euro Base Rate Loan
and (ii) if such Loan is the Term Loan, such Loan shall be
automatically continued as a Euro LIBOR Loan with a one (1) month
Interest Period.

     SECTION 4.3  Fees.

     (a)  Facility Fee.  Commencing on the Closing Date, the
German Borrower shall pay to the Lender a non-refundable facility
fee at a rate per annum equal to the Applicable Margin times the
Revolving Credit Commitment.  The facility fee shall be payable
in arrears on the last Business Day of each calendar quarter
during the term of this Agreement and on the Revolving Credit
Maturity Date.

     (b)  Commitment Fee.  Commencing on the Closing Date, the
Domestic Borrower shall pay to the Lender a non-refundable
commitment fee at a rate per annum equal to the Applicable Margin
on the average daily unused portion of the Term Loan Commitment.
The commitment fee shall be payable in arrears on the last
Business Day of each calendar quarter during the term of this
Agreement and on the Term Loan Maturity Date.

     (c)  Upfront Fee.  The Domestic Borrower shall pay to the
Lender a non-refundable upfront fee in an amount equal to $75,000
on the Closing Date.

     SECTION 4.4  Manner of Payment.  Each payment by the
Borrowers on account of the principal of or interest on the Loans
or of any fee, commission or other amounts payable to the Lender
under this Agreement or any Note shall be made not later than
1:00 p.m. (London time) on the date specified for payment under



                               Page 16


this Agreement to the Lender in Euros, in immediately available
funds and shall be made without any set-off, counterclaim or
deduction whatsoever.  Any payment received after such time but
before 2:00 p.m. (London time) on such day shall be deemed a
payment on such date for the purposes of Section 10.1, but for
all other purposes shall be deemed to have been made on the next
succeeding Business Day.  Any payment received after 2:00 p.m.
(London time) shall be deemed to have been made on the next
succeeding Business Day for all purposes.  Subject to Section
4.1(b)(ii), if any payment under this Agreement or any Note shall
be specified to be made upon a day which is not a Business Day,
it shall be made on the next succeeding day which is a Business
Day and such extension of time shall in such case be included in
computing any interest if payable along with such payment.

     SECTION 4.5  Crediting of Payments and Proceeds.  In the
event that any Borrower shall fail to pay any of the Obligations
when due and the Obligations have been accelerated pursuant to
Section 10.2, all payments received by the Lender upon the Notes
and the other Obligations and all net proceeds from the
enforcement of the Obligations shall be applied: (a) first to all
expenses then due and payable by the applicable Borrower
hereunder and under the other Loan Documents, (b) then to all
indemnity obligations then due and payable by the Borrowers
hereunder and under the other Loan Documents, (c) then to all
Lender's commitment and other fees and commissions then due and
payable, (d) then to accrued and unpaid interest on the Notes,
(e) then to the principal amount of the Notes, in that order.


                             ARTICLE V
             SPECIAL PROVISIONS AS TO EURO LIBOR RATE;
                   TAXES AND YIELD PROTECTION

     SECTION 5.1  Additional Costs.

     (a)  If, as a result of any Regulatory Change,

          (i)  the basis of taxation of payments to the Lender of
the principal of or interest on the Loans, the Notes or any other
amounts payable under this Agreement in respect thereof (other
than taxes imposed on the overall net income of the Lender for
loans of such type by the jurisdiction in which the Lender has
its principal office) is changed; or

          (ii)  any reserve, special deposit or similar
requirements relating to any extensions of credit or other assets
of, or any deposits with or other liabilities of, the Lender are
imposed, modified or deemed applicable; or




                               Page 17


          (iii)  any other condition affecting this Agreement,
the Loans or the Notes is imposed on the Lender;

and the Lender reasonably determines that, by reason thereof, the
cost to the Lender of making or maintaining the Loans at the Euro
LIBOR Rate is increased, or any amount receivable by the Lender
hereunder in respect of the Loans or the Notes while bearing
interest at the Euro LIBOR Rate is reduced, in each case by an
amount deemed by the Lender to be material (such increases in
cost and reductions in amounts receivable being herein called
"Increased Costs"), then the Borrowers shall pay to the Lender
upon its request such additional amount or amounts as will
compensate the Lender for such Increased Costs.  The Lender will
notify the Borrowers of any event occurring after the date hereof
which will entitle the Lender to compensation pursuant to this
Section 5.1(a) as promptly as practicable after it obtains
knowledge thereof and determines to request such compensation.
If the Lender requests compensation under this Section 5.1(a),
the Borrowers may, by notice to the Lender, require that the
Lender furnish to the Borrowers a statement setting forth the
basis for requesting such compensation and the method for
determining the amount thereof.

     (b)  Determinations by the Lender for purposes of this
Section 5.1 of the effect of any Regulatory Change on its costs
of making or maintaining the Loans at the Euro LIBOR Rate or on
amounts receivable by it in respect of the Loans bearing interest
at the Euro LIBOR Rate, and of the additional amounts required to
compensate the Lender in respect of any Increased Costs, shall be
conclusive, provided that such determinations are made reasonably
and in good faith.

     SECTION 5.2  Capital Requirements.  If either (a) the
introduction of, or any change in, or in the interpretation of,
any Applicable Law or (b) compliance with any guideline or
request from any central bank or comparable agency or other
Governmental Authority (whether or not having the force of law),
has or would have the effect of reducing the rate of return on
the capital of, or has affected or would affect the amount of
capital required to be maintained by the Lender or any
corporation controlling the Lender as a consequence of, or with
reference to the Loans and other commitments of this type, below
the rate which the Lender or such other corporation could have
achieved but for such introduction, change or compliance, then
within five (5) Business Days after written demand by the Lender,
the Borrowers shall pay to the Lender from time to time as
specified by the Lender additional amounts sufficient to
compensate the Lender or other corporation for such reduction.





                               Page 18


A certificate as to such amounts submitted to the Borrowers by
the Lender, shall, in the absence of manifest error, be presumed
to be correct and binding for all purposes.

     SECTION 5.3  Taxes.

     (a)  Payments Free and Clear.  Any and all payments by the
Borrowers hereunder or under the Notes shall be made free and
clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholding, and
all liabilities with respect thereto excluding, (i) in the case
of the Lender, income and franchise taxes imposed by the
jurisdiction under the laws of which the Lender is organized or
is or should be qualified to do business or any political
subdivision thereof and (ii) in the case of the Lender, income
and franchise taxes imposed by the jurisdiction of the Lender's
lending office or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as
"Taxes").  If any Borrower shall be required by law to deduct or
withhold any Taxes from or in respect of any sum payable
hereunder or under any Note to the Lender, (A) the sum payable
shall be increased as may be necessary so that after making all
required deductions or withholdings (including deductions or
withholdings applicable to additional sums payable under this
Section 5.3) the Lender receives an amount equal to the amount
such party would have received had no such deductions or
withholdings been made, (B) such Borrower shall make such
deductions or withholdings, (C) such Borrower shall pay the full
amount deducted to the relevant taxing authority or other
authority in accordance with Applicable Law, and (D) such
Borrower shall deliver to the Lender evidence of such payment to
the relevant taxing authority or other Governmental Authority in
the manner provided in Section 5.3(d).

     (b)  Stamp and Other Taxes.  The Borrowers shall pay any
present or future stamp, registration, recordation or documentary
taxes or any other similar fees or charges or excise or property
taxes, levies of the United States or any state or political
subdivision thereof or any applicable foreign jurisdiction which
arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this
Agreement, the Loans, the other Loan Documents, or the perfection
of any rights or security interest in respect thereto
(hereinafter referred to as "Other Taxes").

     (c)  Indemnity.  The Borrowers shall indemnify the Lender
for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes and Other Taxes imposed by any jurisdiction
on amounts payable under this Section 5.3) paid by the Lender and
any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto, whether or not such

                               Page 19


Taxes or Other Taxes were correctly or legally asserted.  Such
indemnification shall be made within thirty (30) days from the
date the Lender makes written demand therefor.

     (d)  Evidence of Payment.  Within thirty (30) days after the
date of any payment of Taxes or Other Taxes, the Borrowers shall
furnish to the Lender, the original or a certified copy of a
receipt evidencing payment thereof or other evidence of payment
satisfactory to the Lender.

     (e)  Survival.  Without prejudice to the survival of any
other agreement of the Borrowers hereunder, the agreements and
obligations of the Borrowers contained in this Section 5.3 shall
survive the payment in full of the Loans and the termination of
this Agreement.

     SECTION 5.4  Regulatory Limitation.  In the event, as a
result of increases in the value of  the Euro against the Dollar
or for any other reason, the obligation of the Lender to make
Loans (taking into account the dollar amount of the obligations
of the Borrowers under the Loan Documents and all other
indebtedness required to be aggregated under 12 U.S.C.A.  84, as
amended, the regulations promulgated thereunder and any other
applicable law) is determined by the Lender to exceed its then
applicable legal lending limit under 12 U.S.C.A.  84, as amended,
and the regulations promulgated thereunder, or any other
applicable law, the amount of the Loans the Lender shall be
obligated to make or issue hereunder shall immediately be reduced
to the maximum amount which the Lender may legally advance (as
determined by the Lender), and the Borrowers shall reduce, or
cause to be reduced, complying to the extent practicable with the
remaining provisions hereof, the obligations of the Borrowers
under the Loan Documents which are outstanding hereunder by an
amount sufficient to comply with such maximum amounts.

     SECTION 5.5  Indemnity.  The Borrowers hereby indemnify the
Lender against any loss or expense which may arise or be
attributable to the Lender's obtaining, liquidating or employing
deposits or other funds acquired to effect, fund or maintain the
Loans (a) as a consequence of any failure by any Borrower to make
any payment when due of any amount due hereunder in connection
with any Loan, or (b) due to any payment or prepayment of any
Loan on a date other than the last day of any Interest Period.
If the Lender requests indemnification under this Section 5.5,
the Lender shall furnish to the applicable Borrower a certificate
setting forth the basis and amount of such request, which
certificate shall be prima facie evidence of the matters stated
therein.  Determinations by the Lender of the amount of any claim
for indemnification under this Section 5.5 shall be made on a
reasonable basis and in good faith, based upon the assumption
that the Lender funded the Loans in the London interbank market,
and using any reasonable attribution or averaging methods which

                               Page 20


the Lender deems appropriate and practical.  This covenant shall
survive termination of this Agreement and payment of the
outstanding Obligations.

     SECTION 5.6  Mitigation Obligations.  If the Lender requests
compensation under Sections 5.1, 5.2 or 5.3, then the Lender
shall use reasonable efforts to designate a different lending
office for funding or booking the Loans or to assign its rights
and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of the Lender, such designation
or assignment (a) would eliminate or reduce amounts payable
pursuant to Sections 5.1, 5.2 or 5.3, and (b) would not subject
the Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to the Lender.  The Borrowers hereby
agree to pay all reasonable costs and expenses incurred by the
Lender in connection with any such designation or assignment.
The Borrowers' indemnification obligations under Section 5.5
shall apply to the transactions described in this Section 5.6.

     SECTION 5.7  Further Assurances.  The terms and provisions
of this Agreement will be subject to such reasonable changes of
construction as determined by the Lender to reflect the
implementation of any EMU Legislation in any Participating Member
State or any market conventions relating to the fixing and/or
calculation of interest being changed or replaced and to reflect
market practice at that time, and subject thereto, to put the
Lender and the Borrowers in the same position, so far as
possible, that they would have been if such implementation had
not occurred.  In connection therewith, the Borrowers agree, at
the request of the Lender, at the time of or at any time
following the implementation of any EMU Legislation in any
Participating Member State or any market conventions relating to
the fixing and/or calculation of interest being changed or
replaced, to enter into an agreement amending this Agreement in
such manner as the Lender shall reasonably request solely to
reflect such changes.


                             ARTICLE VI
           CLOSING; CONDITIONS OF CLOSING AND BORROWING

     SECTION 6.1  Closing.  The closing shall take place at the
offices of Kennedy Covington Lobdell & Hickman, L.L.P. at 10:00
a.m. on July 29, 2002, or on such other place, date and time as
the parties hereto shall mutually agree.

     SECTION 6.2  Conditions to Closing and Initial Loans.  The
obligation of the Lender to close this Agreement and to make the
initial Loans, is subject to the satisfaction of each of the
following conditions:



                               Page 21


     (a)  Executed Loan Documents.  This Agreement, the Revolving
Credit Note, the Term Note, together with any other applicable
Loan Documents, shall have been duly authorized, executed and
delivered to the Lender by the parties thereto, shall be in full
force and effect and no Default or Event of Default shall exist
thereunder, and the Borrowers shall have delivered original
counterparts thereof to the Lender.

     (b)  Closing Certificates; etc.

          (i)  Officer's Certificate of the Borrowers.  The
Lender shall have received a certificate from a Responsible
Officer of the Domestic Borrower, on behalf of itself and the
German Borrower, in form and substance satisfactory to the
Lender, to the effect that all representations and warranties of
the Borrowers contained in this Agreement and the other Loan
Documents and the purchase agreement entered into in connection
with the Acquisition are true, correct and complete; that the
Borrowers are not in violation of any of the covenants contained
in this Agreement and the other Loan Documents; that, after
giving effect to the transactions contemplated by this Agreement,
no Default or Event of Default has occurred and is continuing;
and that the Borrowers have satisfied each of the closing
conditions.

          (ii)  Certificate of Secretary of the Domestic
Borrower.  The Lender shall have received a certificate of the
secretary or assistant secretary of the Domestic Borrower
certifying as to the incumbency and genuineness of the signature
of each officer of the Domestic Borrower executing Loan Documents
to which it is a party and certifying that attached thereto is a
true, correct and complete copy of (A) the articles of
incorporation of the Domestic Borrower and all amendments
thereto, certified as of a recent date by the appropriate
Governmental Authority in its jurisdiction of incorporation, (B)
the bylaws of the Domestic Borrower as in effect on the date of
such certifications, (C) resolutions duly adopted by the Board of
Directors of the Domestic Borrower authorizing the borrowings
contemplated hereunder and the execution, delivery and
performance of this Agreement and the other Loan Documents to
which it is a party, and (D) a certificate as of a recent date of
the good standing of the Domestic Borrower from the Secretary of
State of Connecticut.

          (iii)  Certificate of Managing Director of the German
Borrower.  The Lender shall have received a certificate of a
managing director of the German Borrower certifying that attached
thereto is a true, correct and complete copy of (A) the articles
of association of the German Borrower and all amendments thereto
and (B) resolutions duly adopted by the shareholder of the German
Borrower appointing the current managing directors of the German
Borrower.

                               Page 22


          (iv)  Opinions of Counsel.  The Lender shall have
received favorable opinions of counsel to the Borrowers addressed
to the Lender with respect to the Borrowers, the Loan Documents
and such other matters as the Lender shall request.

     (c)  Consents; Defaults.

          (i)  Governmental and Third Party Approvals.  The
Borrower shall have obtained all necessary approvals,
authorizations and consents of any Person and of all Governmental
Authorities and courts having jurisdiction with respect to the
transactions contemplated by this Agreement and the other Loan
Documents.

          (ii)  No Injunction, Etc.  No action, proceeding,
investigation, regulation or legislation shall have been
instituted, threatened or proposed before any Governmental
Authority to enjoin, restrain, or prohibit, or to obtain
substantial damages in respect of, or which is related to or
arises out of this Agreement or the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby,
or which, in the Lender's sole discretion, would make it
inadvisable to consummate the transactions contemplated by this
Agreement and such other Loan Documents.

          (iii)  No Event of Default.  No Default or Event of
Default shall have occurred and be continuing.

     (d)  Financial Matters.

          (i)  Financial Statements.  The Lender shall have
received the audited financial statements of the German Borrower
for the most recent fiscal year end, all in form and substance
satisfactory to the Lender.

          (ii)  Financial Condition Certificate.  The Domestic
Borrower shall have delivered to the Lender a certificate, in
form and substance satisfactory to the Lender, and certified as
accurate by a Responsible Officer of the Domestic Borrower, on
behalf of itself and the German Borrower, (A) that after giving
effect to the effectiveness of this Agreement and the Loans
hereunder, the Domestic Borrower and its Subsidiaries are in pro
forma compliance with the terms of the Revolving Credit
Agreement, and (B) attached thereto are calculations evidencing
compliance on a pro forma basis with the covenants contained in
Article VI of the Revolving Credit Agreement.

          (iii)  Payment at Closing; Fee Letters. The Borrower
shall have paid to the Lender the fees set forth or referenced in
Section 4.3 and any other accrued and unpaid fees or commissions
due hereunder (including, without limitation, legal fees and
expenses) and to any other Person such amount as may be due

                               Page 23


thereto in connection with the transactions contemplated hereby,
including all taxes, fees and other charges in connection with
the execution, delivery, recording, filing and registration of
any of the Loan Documents.

          (iv)  Operating Accounts. The Borrowers shall have
established the Operating Accounts on terms and conditions
acceptable to the Lender.

     (e)  Miscellaneous.

          (i)  Acquisition.  The Acquisition shall be consummated
prior to or contemporaneously with the closing of this Agreement
on terms and conditions reasonably satisfactory to the Lender.

          (ii)  RWG Facilities.  Each of the German Borrower's
existing loans or credit facilities shall be repaid in full and
terminated and all collateral security therefor shall be
released, and the Lender shall have received a pay-off letter
with respect to each such loan or credit facility in form and
substance satisfactory to the Lender; provided, however, that any
and all such loans or credit facilities may be repaid in full
with the proceeds of the initial Term Loan and terminated and all
such collateral security released simultaneously with the Closing
Date.

          (iii)  Notice of Borrowing.  The Lender shall have
received a Notice of Borrowing from the applicable Borrower in
accordance with Section 2.2 and Section 3.2, as applicable.

          (iv)  Other Documents.  All opinions, certificates and
other instruments and all proceedings in connection with the
transactions contemplated by this Agreement shall be satisfactory
in form and substance to the Lender.  The Lender shall have
received copies of all other documents, certificates and
instruments reasonably requested thereby, with respect to the
transactions contemplated by this Agreement.

     SECTION 6.3  Conditions to All Loans.  The obligation of the
Lender to make any Loans (including the initial Loans) is subject
to the satisfaction of the following conditions precedent on the
relevant borrowing or continuation date:

     (a)  Continuation of Representations and Warranties.  The
representations and warranties contained in Article VII shall be
true and correct on and as of such borrowing date with the same
effect as if made on and as of such date, except for any
representation and warranty made as of an earlier date, which
representation and warranty shall remain true and correct as of
such earlier date.



                               Page 24


     (b)  No Existing Default.  No Default or Event of Default
shall have occurred and be continuing on the borrowing date with
respect to such Loan or after giving effect to the Loans to be
made on such date.

     (c)  Notices.  The Lender shall have received a Notice of
Borrowing from the Borrower in accordance with this Agreement.


                             ARTICLE VII
                   REPRESENTATIONS AND WARRANTIES

     SECTION 7.1  Representations and Warranties.  To induce the
Lender to enter into this Agreement and to make the Loans, the
Borrowers hereby represent and warrant to the Lender that each
and every representation and warranty set forth in Article II of
the Revolving Credit Agreement is true, correct and complete in
all material respects with respect to each of the Borrowers.
Each and every representation and warranty set forth in Article
II of the Revolving Credit Agreement shall be deemed to be a
representation and warranty under this Agreement with respect to
each of the Borrowers; provided that:

     (a)  references therein to the term "Agreement" shall be
deemed to refer to this Agreement, references therein to the term
"Credit Documents" shall be deemed to referred to the Loan
Documents hereunder, references therein to the term "Notes" shall
be deemed to referred to the Notes hereunder, references therein
to the term "Loans" shall be deemed to refer to borrowings of
Loans hereunder, and any other references or other provisions
therein which are incorporated herein by reference shall be
construed in such a manner so as to give such incorporated terms
legal effect and meaning hereunder;

     (b)  the German Borrower makes no representations or
warranties regarding the applicability or compliance with GAAP
for any period prior to the Closing Date; and

     (c) the German Borrower shall be deemed to make the
representations and warranties set forth in Article II of the
Revolving Credit Agreement only to the extent the provisions of
such representations and warranties are applicable to
Subsidiaries of the Domestic Borrower that are organized under
the laws of a jurisdiction other than the United States or any
State thereof.

     SECTION 7.2  Survival of Representations and Warranties,
Etc.  All representations and warranties incorporated into this
Agreement pursuant to Section 7.1 and all representations and
warranties contained in any certificate or any of the Loan
Documents (including, but not limited to, any such representation


                               Page 25


and warranty made in or in connection with any amendment thereto)
shall constitute representations and warranties made under this
Agreement.  All representations and warranties made under this
Agreement shall be made or deemed to be made at and as of the
Closing Date, shall survive the Closing Date and shall not be
waived by the execution and delivery of this Agreement, any
investigation made by or on behalf of the Lender or any borrowing
hereunder.


                          ARTICLE VIII
                           COVENANTS

     SECTION 8.1  Affirmative, Negative and Financial Covenants.
Until all of the Obligations have been paid and satisfied in full
and the Commitments terminated, the Borrowers will, and will
cause each of their Subsidiaries to, comply with each and every
covenant and agreement set forth in Articles IV, V and VI of the
Revolving Credit Agreement; provided that the German Borrower
shall be required to comply with the covenants and agreements
contained in Article IV of the Revolving Credit Agreement only to
the extent the provisions of such covenants and agreements are
applicable to Subsidiaries of the Domestic Borrower that are
organized under the laws of a jurisdiction other than the United
States or any State thereof.

     SECTION 8.2  Annual Financial Statements of the German
Borrower.  Until all of the Obligations have been paid and
satisfied in full and the Commitments terminated, the German
Borrower will furnish or cause to be furnished to the Lender, as
soon as practicable and in any event within (a) one hundred
twenty (120) days after the end of the fiscal year ended December
31, 2002 and (b) ninety (90) days after the end of each
subsequent fiscal year, an unaudited consolidated and
consolidating balance sheet of the German Borrower and its
Subsidiaries as of the close of such fiscal year and unaudited
consolidated and consolidating statements of income, retained
earnings and cash flows for the fiscal year then ended, including
the notes thereto, all in reasonable detail setting forth in
comparative form the corresponding figures as of the end of and
for the corresponding period in the preceding fiscal year and
prepared by the German Borrower in accordance with GAAP (to the
extent applicable following the Closing Date) and certified by
the chief financial officer of the German Borrower to present
fairly in all material respects the financial condition of the
German Borrower and its Subsidiaries on a consolidated and
consolidating basis as of their respective dates and the results
of operations of the German Borrower and its Subsidiaries for the
respective periods then ended, subject to normal year end
adjustments.



                               Page 26


                             ARTICLE IX
                       UNCONDITIONAL GUARANTY

     SECTION 9.1  Guaranty of Obligations.  The Domestic Borrower
hereby unconditionally guarantees to the Lender the prompt
payment and performance of all Obligations of the German
Borrower, whether primary or secondary (whether by way of
endorsement or otherwise), whether now existing or hereafter
arising, whether or not from time to time reduced or extinguished
(except by payment thereof) or hereafter increased or incurred,
whether or not recovery may be or hereafter becomes barred by the
statute of limitations, whether enforceable or unenforceable as
against the German Borrower, whether or not discharged, stayed or
otherwise affected by any bankruptcy, insolvency or other similar
law or proceeding, whether created directly with the Lender or
acquired by the Lender through assignment, endorsement or
otherwise, whether matured or unmatured, whether joint or
several, as and when the same become due and payable (whether at
maturity or earlier, by reason of acceleration, mandatory
repayment or otherwise), in accordance with the terms of any such
instruments evidencing any such Obligations, including all
renewals, extensions or modifications thereof (all Obligations of
the German Borrower, including all of the foregoing, being
hereinafter collectively referred to as the "Guaranteed
Obligations").

     SECTION 9.2  Nature of Guaranty.  The Domestic Borrower
agrees that this Guaranty is a continuing, unconditional guaranty
of payment and performance and not of collection, and that its
obligations under this Guaranty shall be primary, absolute and
unconditional, irrespective of, and unaffected by:

     (a)  the genuineness, validity, regularity, enforceability
or any future amendment of, or change in, this Agreement or any
other Loan Document or any other agreement, document or
instrument to which any Borrower is or may become a party;

     (b)  any structural change in, restructuring of or other
similar change of any Borrower or any Subsidiary thereof;

     (c)  the absence of any action to enforce this Guaranty,
this Agreement or any other Loan Document or the waiver or
consent by the Lender with respect to any of the provisions of
this Guaranty, this Agreement or any other Loan Document;

     (e)  any other action or circumstances which might otherwise
constitute a legal or equitable discharge or defense of a surety
or guarantor;

it being agreed by the Domestic Borrower that its obligations
under this Guaranty shall not be discharged until the final and


                               Page 27


indefeasible payment and performance, in full, of the Guaranteed
Obligations and the termination of the Revolving Credit
Commitment.  The Domestic Borrower expressly waives all rights it
may now or in the future have under any statute, or at law or in
equity, or otherwise, to compel the Lender to proceed in respect
of the Guaranteed Obligations against any Borrower or any other
party or against any security for or other guaranty of the
payment and performance of the Guaranteed Obligations before
proceeding against, or as a condition to proceeding against, the
Domestic Borrower.  The Domestic Borrower further expressly
waives and agrees not to assert or take advantage of any defense
based upon the failure of the Lender to commence an action in
respect of the Guaranteed Obligations against any Borrower or any
other party or any security for the payment and performance of
the Guaranteed Obligations.  The Domestic Borrower agrees that
any notice or directive given at any time to the Lender which is
inconsistent with the waivers in the preceding two sentences
shall be null and void and may be ignored by the Lender, and, in
addition, may not be pleaded or introduced as evidence in any
litigation relating to this Guaranty for the reason that such
pleading or introduction would be at variance with the written
terms of this Guaranty, unless the Lender has specifically agreed
otherwise in writing.  The foregoing waivers are of the essence
of the transaction contemplated by the Loan Documents and, but
for this Guaranty and such waivers, the Lender would decline to
enter into this Agreement.

     SECTION 9.3  Demand by the Lender.  In addition to the terms
set forth in Section 9.2, and in no manner imposing any
limitation on such terms, if all or any portion of the then
outstanding Guaranteed Obligations under this Agreement are
declared to be immediately due and payable, then the Domestic
Borrower shall, upon demand in writing therefor by the Lender to
the Domestic Borrower, pay all or such portion of the outstanding
Guaranteed Obligations then declared due and payable.  Payment by
the Domestic Borrower shall be made to the Lender, to be credited
and applied upon the Guaranteed Obligations, in immediately
available funds to an account designated by the Lender or at any
address that may be specified in writing from time to time by the
Lender.

     SECTION 9.4  Waivers.  In addition to the waivers contained
in Section 9.2, the Domestic Borrower waives, and agrees that it
shall not at any time insist upon, plead or in any manner
whatever claim or take the benefit or advantage of, any
appraisal, valuation, stay, extension, marshalling of assets or
redemption laws, or exemption, whether now or at any time
hereafter in force, which may delay, prevent or otherwise affect
the performance by the Domestic Borrower of its obligations
under, or the enforcement by the Lender of, this Guaranty.  The
Domestic Borrower further hereby waives diligence, presentment,


                               Page 28


demand, protest and notice of whatever kind or nature with
respect to any of the Guaranteed Obligations and waives the
benefit of all provisions of law which are or might be in
conflict with the terms of this Guaranty.  The Domestic Borrower
represents, warrants and agrees that its obligations under this
Guaranty are not and shall not be subject to any counterclaims,
offsets or defenses of any kind against the Lender or the
Borrowers whether now existing or which may arise in the future.

     SECTION 9.5  Modification of Loan Documents etc.  If the
Lender shall, in compliance with the terms and conditions of this
Agreement, at any time or from time to time:

     (a)  change or extend the manner, place or terms of payment
of, or renew or alter all or any portion of, the Guaranteed
Obligations;

     (b)  take any action under or in respect of the Loan
Documents in the exercise of any remedy, power or privilege
contained therein or available to it at law, in equity or
otherwise, or waive or refrain from exercising any such remedies,
powers or privileges;

     (c) amend or modify, in any manner whatsoever, the Loan
Documents;

     (d) extend or waive the time for performance by the Domestic
Borrower, the German Borrower or any other Person of, or
compliance with, any term, covenant or agreement on its part to
be performed or observed under a Loan Document (other than this
Guaranty), or waive such performance or compliance or consent to
a failure of, or departure from, such performance or compliance;

     (e)  take and hold security or collateral for the payment of
the Guaranteed Obligations or sell, exchange, release, dispose
of, or otherwise deal with, any property pledged, mortgaged or
conveyed, or in which the Lender has been granted a lien, to
secure any indebtedness of the Domestic Borrower or the German
Borrower to the Lender;

     (f)  release anyone who may be liable in any manner for the
payment of any amounts owed by the Domestic Borrower or the
German Borrower to the Lender;

     (g) modify or terminate the terms of any intercreditor or
subordination agreement pursuant to which claims of other
creditors of the Domestic Borrower or the German Borrower are
subordinated to the claims of the Lender; or





                               Page 29


     (h)  apply any sums by whomever paid or however realized to
any amounts owing by the Domestic Borrower or the German Borrower
to the Lender on account of the Obligations in such manner as the
Lender shall determine in its reasonable discretion;

then the Lender shall not incur any liability to the Domestic
Borrower as a result thereof, and no such action shall impair or
release the obligations of the Domestic Borrower under this
Guaranty.

     SECTION 9.6  Reinstatement.  The Domestic Borrower agrees
that, if any payment made by any Borrower or any other Person
applied to the Obligations is at any time annulled, set aside,
rescinded, invalidated, declared to be fraudulent or preferential
or otherwise required to be refunded or repaid, or the proceeds
of any collateral are required to be returned by the Lender to
any Borrower, its estate, trustee, receiver or any other party,
including, without limitation, the Domestic Borrower, under any
Applicable Law or equitable cause, then, to the extent of such
payment or repayment, the Domestic Borrower's liability hereunder
(and any lien or collateral securing such liability) shall be and
remain in full force and effect, as fully as if such payment had
never been made, and, if prior thereto, this Guaranty shall have
been canceled or surrendered (and if any lien or collateral
securing the Domestic Borrower's liability hereunder shall have
been released or terminated by virtue of such cancellation or
surrender), this Guaranty (and such lien or collateral) shall be
reinstated in full force and effect, and such prior cancellation
or surrender shall not diminish, release, discharge, impair or
otherwise affect the obligations of the Domestic Borrower in
respect of the amount of such payment (or any lien or collateral
securing such obligation).

     SECTION 9.7  No Subrogation.  Until all amounts owing to the
Lender on account of the Obligations are paid in full and the
Revolving Credit Commitment is terminated, the Domestic Borrower
hereby waives any claims or other rights which it may now or
hereafter acquire against any Borrower that arise from the
existence or performance of the Domestic Borrower's obligations
under this Guaranty, including, without limitation, any right of
subrogation, reimbursement, exoneration, indemnification, any
right to participate in any claim or remedy of the Lender against
any Borrower or any collateral which the Lender now have or may
hereafter acquire, whether or not such claim, remedy or right
arises in equity or under contract, statute or common law, by any
payment made hereunder or otherwise, including without
limitation, the right to take or receive from any Borrower,
directly or indirectly, in cash or other property or by set-off
or in any other manner, payment or security on account of such
claim or other rights.  If any amount shall be paid to the
Domestic Borrower on account of such rights at any time when all


                               Page 30


of the Obligations shall not have been paid in full, such amount
shall be held by the Domestic Borrower in trust for the Lender,
segregated from other funds of the Domestic Borrower, and shall,
forthwith upon receipt by the Domestic Borrower, be turned over
to the Lender in the exact form received by the Domestic Borrower
(duly indorsed by the Domestic Borrower to the Lender, if
required) to be applied against the Obligations, whether matured
or unmatured, in such order as set forth herein.

                              ARTICLE X
                        DEFAULT AND REMEDIES

     SECTION 10.1  Events of Default.  Each of the following
shall constitute an Event of Default, whatever the reason for
such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment or order
of any court or any order, rule or regulation of any Governmental
Authority or otherwise:

     (a)  Default in Payment of Principal of the Loans.  Any
Borrower shall default in any payment of principal of any Loan or
any Note when and as due (whether at maturity, by reason of
acceleration or otherwise).

     (b)  Other Payment Default.  Any Borrower shall default in
the payment when and as due (whether at maturity, by reason of
acceleration or otherwise) of interest on any Loan or any Note or
the payment of any other Obligation, and such default shall
continue unremedied for three (3) Business Days.

     (c)  Misrepresentation.  Any representation or warranty made
or deemed to be made by any Borrower under this Agreement, any
Loan Document or any amendment hereto or thereto, shall at any
time prove to be incorrect or misleading in any material respect
when made or deemed made.

     (d)  Cross-Default to Revolving Credit Agreement.  Any
Default or Event of Default shall have occurred under the
Revolving Credit Agreement.

     SECTION 10.2  Remedies.  Upon the occurrence of an Event of
Default, the Lender may, by notice to the Borrowers, declare the
principal of and interest on the Loans and the Notes at the time
outstanding, and all other amounts owed to the Lender under this
Agreement or any of the other Loan Documents and all other
Obligations, to be forthwith due and payable, whereupon the same
shall immediately become due and payable without presentment,
demand, protest or other notice of any kind, all of which are
expressly waived, anything in this Agreement or the other Loan
Documents to the contrary notwithstanding, and terminate the
Credit Facility and any right of the Borrowers to request


                               Page 31


borrowings thereunder; provided, that upon the occurrence of an
Event of Default specified in Section 7.1(g) of the Revolving
Credit Agreement, the Credit Facility shall be automatically
terminated and all Obligations shall automatically become due and
payable without presentment, demand, protest or other notice of
any kind, all of which are expressly waived, anything in this
Agreement or in any other Loan Document to the contrary
notwithstanding.

     SECTION 10.3  Rights and Remedies Cumulative; Non-Waiver;
etc.  The enumeration of the rights and remedies of the Lender
set forth in this Agreement is not intended to be exhaustive and
the exercise by the Lender of any right or remedy shall not
preclude the exercise of any other rights or remedies, all of
which shall be cumulative, and shall be in addition to any other
right or remedy given hereunder or under the Loan Documents or
that may now or hereafter exist in law or in equity or by suit or
otherwise.  No delay or failure to take action on the part of the
Lender in exercising any right, power or privilege shall operate
as a waiver thereof, nor shall any single or partial exercise of
any such right, power or privilege preclude other or further
exercise thereof or the exercise of any other right, power or
privilege or be construed to be a waiver of any Event of Default.
No course of dealing between the Borrower and the Lender or their
respective agents or employees shall be effective to change,
modify or discharge any provision of this Agreement or any of the
other Loan Documents or to constitute a waiver of any Event of
Default.


                            ARTICLE XI
                          MISCELLANEOUS

     SECTION 11.1  Notices

     (a)  Method of Communication.  Except as otherwise provided
in this Agreement, all notices and communications hereunder shall
be in writing (for purposes hereof, the term "writing" shall
include information in electronic format such as electronic mail
and internet web pages), or by telephone subsequently confirmed
in writing.  Any notice shall be effective if delivered by hand
delivery or sent via electronic mail, posting on an internet web
page, telecopy, recognized overnight courier service or certified
mail, return receipt requested, and shall be presumed to be
received by a party hereto (i) on the date of delivery if
delivered by hand or sent by electronic mail, posting on an
internet web page, telecopy, (ii) on the next Business Day if
sent by recognized overnight courier service and (iii) on the
third Business Day following the date sent by certified mail,




                               Page 32


return receipt requested.  A telephonic notice to the Lender as
understood by the Lender will be deemed to be the controlling and
proper notice in the event of a discrepancy with or failure to
receive a confirming written notice.

     (b)  Addresses for Notices.  Notices to any party shall be
sent to it at the following addresses, or any other address as to
which all the other parties are notified in writing.

     If to the Borrowers:  Kaman Corporation
                           1332 Blue Hills Avenue
                           Bloomfield, Connecticut 06002
                           Attention:  Robert M. Garneau
                           Executive Vice President & Chief
                             Financial Officer
                           Facsimile No.:  (860) 243-7354

     If to the Lender:     Wachovia Bank, National Association
                           3 Bishopsgate
                           London EC2N 3AB
                           Attention: Ian Morrison, Director
                           Telephone No.: 01144 207 216 1606
                           Facsimile No.: 011 44 207 929 4644

     With copies to:       Wachovia Securities
                           301 South College Street, 5th Floor
                           Charlotte, North Carolina, 28288
                           Attention: Rob Sevin
                           Telephone No.:  (704) 383-7546
                           Telecopy No.:  (704) 374-4793

     (c)  Lender's Office.  The Lender hereby designates its
office located at the address set forth above, or any subsequent
office which shall have been specified for such purpose by
written notice to the Borrowers to which payments due are to be
made and at which Loans will be disbursed.

     SECTION 11.2  Expenses; Indemnity.  The Borrowers will (a)
pay all out-of-pocket expenses (including, without limitation,
all costs of electronic or internet distribution of any
information hereunder) of the Lender in connection with (i) the
preparation, execution and delivery of this Agreement and each
other Loan Document, whenever the same shall be executed and
delivered, including, without limitation, all out-of-pocket
syndication and due diligence expenses and reasonable fees and
disbursements of counsel for the Lender and (ii) the preparation,
execution and delivery of any waiver, amendment or consent by the
Lender relating to this Agreement or any other Loan Document,
including, without limitation, reasonable fees and disbursements
of counsel for the Lender, (b) pay all reasonable out-of-pocket
expenses of the Lender actually incurred in connection with the


                               Page 33


administration and enforcement of any rights and remedies of the
Lender under the Credit Facility, including, without limitation,
in connection with any workout, restructuring, bankruptcy or
other similar proceeding, enforcing any Obligations of, or
collecting any payments due from, any Borrower or guarantor by
reason of an Event of Default (including in connection with the
consulting with appraisers, accountants, engineers, attorneys and
other Persons concerning the nature, scope or value of any right
or remedy of the Lender hereunder or under any other Loan
Document or any factual matters in connection therewith), which
expenses shall include without limitation the reasonable fees and
disbursements of such Persons, and (c) defend, indemnify and hold
harmless the Lender and its parents, Subsidiaries, Affiliates,
employees, agents, officers and directors, from and against any
losses, penalties, fines, liabilities, settlements, damages,
costs and expenses, suffered by any such Person in connection
with any claim (including, without limitation, any environmental
claims), investigation, litigation or other proceeding (whether
or not the Lender is a party thereto) and the prosecution and
defense thereof, arising out of or in any way connected with the
Loans, this Agreement, any other Loan Document, or any documents,
reports or other information provided to the Lender or
contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby, including, without
limitation, reasonable attorney's and consultant's fees; provided
that that the Borrowers shall have the option to participate in
the defense of any such claim, no settlement of any such claim
will be made without the Borrowers' consent, and the Borrowers
shall have no obligation under this Section 11.2 to the extent
that any of the foregoing result solely from gross negligence or
willful misconduct of the party seeking indemnification therefor.

     SECTION 11.3  Set-off.  In addition to any rights now or
hereafter granted under Applicable Law and not by way of
limitation of any such rights, upon and after the occurrence of
any Event of Default and during the continuance thereof, the
Lender is hereby authorized by the Borrowers at any time or from
time to time, without notice to the Borrowers or to any other
Person, any such notice being hereby expressly waived, to set off
and to appropriate and to apply any and all deposits (general or
special, time or demand, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether
matured or unmatured) and any other indebtedness at any time held
or owing by the Lender to or for the credit or the account of any
Borrower against and on account of the Obligations irrespective
of whether or not (a) the Lender shall have made any demand under
this Agreement or any of the other Loan Documents or (b) the
Lender shall have declared any or all of the Obligations to be
due and payable and although such Obligations shall be contingent
or unmatured.  Notwithstanding the preceding sentence, the Lender
agrees to notify the Borrowers after any such set-off and


                               Page 34


application, provided that the failure to give such notice shall
not affect the validity of such set-off and application.

     SECTION 11.4  Governing Law.  This Agreement, the Notes and
the other Loan Documents, unless otherwise expressly set forth
therein, shall be governed by, construed and enforced in
accordance with the laws of the State of Connecticut, without
reference to the conflicts or choice of law principles thereof.

     SECTION 11.5  Jurisdiction and Venue.

     (a)  Jurisdiction.  The Borrowers hereby irrevocably consent
to the personal jurisdiction of the state and federal courts
located in Connecticut and North Carolina (and any courts from
which an appeal from any of such courts must or may be taken), in
any action, claim or other proceeding arising out of any dispute
in connection with this Agreement, the Notes and the other Loan
Documents, any rights or obligations hereunder or thereunder, or
the performance of such rights and obligations.  The Borrowers
hereby irrevocably consent to the service of a summons and
complaint and other process in any action, claim or proceeding
brought by the Lender in connection with this Agreement, the
Notes or the other Loan Documents, any rights or obligations
hereunder or thereunder, or the performance of such rights and
obligations, on behalf of itself or its property, in the manner
specified in Section 11.1.  Nothing in this Section 11.5 shall
affect the right of the Lender to serve legal process in any
other manner permitted by Applicable Law or affect the right of
the Lender to bring any action or proceeding against any Borrower
or its properties in the courts of any other jurisdictions.

     (b)  Venue.  The Borrowers hereby irrevocably waive any
objection they may have now or in the future to the laying of
venue in the aforesaid jurisdiction in any action, claim or other
proceeding arising out of or in connection with this Agreement,
any other Loan Document or the rights and obligations of the
parties hereunder or thereunder.  The Borrowers irrevocably
waive, in connection with such action, claim or proceeding, any
plea or claim that the action, claim or other proceeding has been
brought in an inconvenient forum.

     SECTION 11.6  Waiver of Jury Trial.  THE LENDER AND EACH
BORROWER HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING
ARISING OUT OF ANY JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR
CONTROVERSY ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT (COLLECTIVELY, "DISPUTES")
IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE OTHER LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR
THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.



                               Page 35


     SECTION 11.7  Reversal of Payments.  To the extent any
Borrower makes a payment or payments to the Lender or the Lender
receives any payment or proceeds of the collateral which payments
or proceeds or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such payment or proceeds
repaid, the Obligations or part thereof intended to be satisfied
shall be revived and continued in full force and effect as if
such payment or proceeds had not been received by the Lender.

     SECTION 11.8  Injunctive Relief; Punitive Damages.

     (a)  The Borrowers recognize that, in the event any Borrower
fails to perform, observe or discharge any of its obligations or
liabilities under this Agreement, any remedy of law may prove to
be inadequate relief to the Lender. Therefore, the Borrowers
agree that the Lender, at the Lender's option, shall be entitled
to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.

     (b)  The Lender and the Borrowers (on behalf of itself and
its respective Subsidiaries) hereby agree that no such Person
shall have a remedy of punitive or exemplary damages against any
other party to a Loan Document and each such Person hereby waives
any right or claim to punitive or exemplary damages that they may
now have or may arise in the future in connection with any
Dispute, whether such Dispute is resolved through arbitration or
judicially.

     SECTION 11.9  Accounting Matters.  Except as otherwise
expressly provided herein, all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided that, if the Borrowers
notify the Lender that the Borrowers request an amendment to any
provision hereof to eliminate the effect of any change occurring
after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Lender notifies the
Borrowers that the Lender request an amendment to any provision
hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall
have been withdrawn or such provision amended in accordance
therewith.






                               Page 36


     SECTION 11.10  Benefit of Agreement.  This Agreement shall be
binding upon and inure to the benefit of the Borrowers, the
Lender, all future holders of the Notes, and their respective
successors and assigns, except that the Borrowers shall not
assign or transfer any of its their respective rights or
obligations under this Agreement without the prior written
consent of the Lender.

     SECTION 11.11  Amendments, Waivers and Consents.  Any term,
covenant, agreement or condition of this Agreement or any of the
other Loan Documents may be amended or waived by the Lender, and,
in the case of an amendment, signed by the Borrowers.

     SECTION 11.12  Performance of Duties.  The Borrowers'
respective obligations under this Agreement and each of the other
Loan Documents shall be performed by the Borrowers at their sole
cost and expense.

     SECTION 11.13  Prejudgment Remedy Waiver; Other Waivers.  THE
BORROWERS ACKNOWLEDGE THAT THE FINANCING EVIDENCED BY THIS
AGREEMENT IS A COMMERCIAL TRANSACTION AND HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO NOTICE AND HEARING UNDER CHAPTER 903A OF THE
CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE ALLOWED BY ANY
STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH
THE LENDER MAY DESIRE TO USE, AND FURTHER WAIVE DILIGENCE,
DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST
AND NOTICE OF ANY RENEWALS OR EXTENSIONS.  THE BORROWERS
ACKNOWLEDGE AND RESERVE THEIR RIGHT TO NOTICE AND HEARING
SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY AS
AFORESAID AND THE LENDER ACKNOWLEDGES THE BORROWERS' RIGHT TO
SAID HEARING SUBSEQUENT TO THE ISSUANCE OF SAID WRIT.

     SECTION 11.14  All Powers Coupled with Interest.  All powers
of attorney and other authorizations granted to the Lender and
any Persons designated by the Lender pursuant to any provisions
of this Agreement or any of the other Loan Documents shall be
deemed coupled with an interest and shall be irrevocable so long
as any of the Obligations remain unpaid or unsatisfied, any of
the Revolving Credit Commitment or Term Loan Commitment remain in
effect or the Credit Facility has not been terminated.

     SECTION 11.15  Survival of Indemnities.  Notwithstanding any
termination of this Agreement, the indemnities to which the
Lender is entitled under the provisions of this Article XI and
any other provision of this Agreement and the other Loan
Documents shall continue in full force and effect and shall
protect the Lender against events arising after such termination
as well as before.





                               Page 37


     SECTION 11.16  Currency Indemnity.  If for the purpose of
obtaining judgment in any court in any country it becomes
necessary to convert into any other currency (the "Judgment
Currency") any amount in Euros due hereunder (hereinafter
referred to as the "Agreed Currency"), then the date on which the
rate of exchange is fixed by such court for that conversion shall
be known as the "Conversion Date".  If there is a change in the
rate of exchange prevailing between the Conversion Date and the
date of payment of the amount due under such judgment, the
Borrowers will, notwithstanding such judgment, pay such
additional or lesser amounts, if any, as may be necessary to
ensure that the amount paid in the Judgment Currency when
converted at the rate of exchange prevailing on the date of
payment will produce the amount then due to the Lender from the
Borrowers in connection with any such judgement in the Agreed
Currency.  For this purpose "rate of exchange" means the rate at
which the Lender is able on the relevant date (or nearest date)
to purchase the Agreed Currency with the Judgment Currency.

     SECTION 11.17  Amendment of Revolving Credit Agreement. If
(a) the Revolving Credit Agreement is amended, supplemented or
otherwise modified prior to its maturity or (b) the Revolving
Credit Agreement is replaced or renewed before, at or after its
maturity, the Lender may, at its election, amend this Agreement
to incorporate terms, covenants, representations, warranties and
conditions that, as determined by the Lender in its sole
discretion, correspond to the Revolving Credit Agreement as so
amended, supplemented, modified, renewed or replaced; provided,
however, that the Lender must make such election within sixty
(60) days after the Domestic Borrower has notified the Lender of
such amendment, supplement, modification, renewal or replacement.

     SECTION 11.18  Titles and Captions.  Titles and captions of
Articles, Sections and subsections in, and the table of contents
of, this Agreement are for convenience only, and neither limit
nor amplify the provisions of this Agreement.

     SECTION 11.19  Severability of Provisions.  Any provision of
this Agreement or any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remainder of such
provision or the remaining provisions hereof or thereof or
affecting the validity or enforceability of such provision in any
other jurisdiction.

     SECTION 11.20  Counterparts.  This Agreement may be executed
in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and shall be binding upon all parties,



                               Page 38


their successors and assigns, and all of which taken together
shall constitute one and the same agreement.

     SECTION 11.21  Term of Agreement.  This Agreement shall
remain in effect from the Closing Date through and including the
date upon which all Obligations arising hereunder or under any
other Loan Document shall have been indefeasibly and irrevocably
paid and satisfied in full and the Revolving Credit Commitment
and the Term Loan Commitment have been terminated.  No
termination of this Agreement shall affect the rights and
obligations of the parties hereto arising prior to such
termination or in respect of any provision of this Agreement
which survives such termination.

     SECTION 11.22  Advice of Counsel.  Each of the parties
represents to each other party hereto that it has discussed this
Agreement with its counsel.

     SECTION 11.23  No Strict Construction.  The parties hereto
have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.

     SECTION 11.24  Inconsistencies with Other Documents;
Independent Effect of Covenants.  In the event there is a
conflict or inconsistency between this Agreement and any other
Loan Document, the terms of this Agreement shall control.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed under seal by their duly authorized
officers, all as of the day and year first written above.

                              DOMESTIC BORROWER:

                              KAMAN CORPORATION

                              By: /s/ Robert M. Garneau
                              Name:  Robert M. Garneau
                              Title: Executive Vice President
                                       & CFO

                              GERMAN BORROWER:

                              RWG FRANKENJURA-INDUSTRIE
                              FLUGWERKLAGER GMBH

                              By:  /s/ John C. Kornegay
                              Name:  John C. Kornegay
                              Title: Managing Director

                               Page 39


                              LENDER:

                              WACHOVIA BANK, NATIONAL
                              ASSOCIATION

                              By:  /s/ Scott Santa Cruz
                              Name:  Scott Santa Cruz
                              Title: Director













































                               Page 40


























































                            Exhibit 10a

                         KAMAN CORPORATION
                     1993 STOCK INCENTIVE PLAN

               As Amended effective February 25, 2003

     1.  Purpose.  This Plan is designed to (a) give directors,
officers and key employees of the Corporation and other persons
an expanded opportunity to acquire stock in the Corporation or
receive other long-term incentive remuneration in order that they
may better participate in the Corporation's growth and be
motivated to remain with the Corporation and promote its further
development and success and (b) better align total compensation
of executives of the Corporation with shareholder interests
through Long-Term Performance Awards subject to specific
performance criteria.  The Plan includes the continuation of
certain predecessor plans, herein defined.

     2.  Definitions.  The following terms shall have the
meanings given below unless the context otherwise requires:

         (a)  "Act" means the Securities Exchange Act of 1934,
as amended.

         (b)  "Award" or "Awards" except where referring to a
particular category of grant under the Plan shall include
Incentive Stock Options, Non-Statutory Stock Options, Stock
Appreciation Rights, Restricted Stock Awards and Long-Term
Performance Awards.

         (c)  "Board" means the Board of Directors of the
Corporation.

         (d)  "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor Code, and related
rules, regulations and interpretations.

         (e)  "Committee" means the committee of the Board
established under Section 9 hereof.

         (f)  "Corporation" means Kaman Corporation.

         (g)  "Covered Employee" means a Participant whom the
Committee designates, for each Performance Period, in order to
meet the Section 162(m) Exemption.

         (h)  "Disability" or "Disabled" means disability or
disabled as defined by Code Section 22(e)(3).




                               Page 1


         (i)  "Eligible Person" means any person, including a
person who is not an employee of the Corporation or a Subsidiary,
or entity who satisfies all the eligibility requirements set
forth in either Section 3(a) or 3(b) hereof, excluding, however,
any member of the Committee and any alternate member of the
Committee.

         (j)  "Federal Income Tax Regulations" means the federal
income tax regulations that implement the Code, as they may be
amended from time to time and any corresponding successor
regulations.

         (k)  "Fair Market Value" of the Stock on any given date
shall be the mean between the highest and lowest quoted selling
prices of the Stock in the NASDAQ National Market System on such
date. If there were no sales on the valuation date, "Fair Market
Value" shall be the closing price of the Stock in the NASDAQ
National Market System on the most recent trading day preceding
the valuation date on which sales of the Stock occurred.

         (l)  "First Predecessor Plan" means the Kaman
Corporation 1973 Stock Option Plan.

         (m)  "Incentive Stock Option" means a stock option
qualifying under the provisions of Section 422 of the Code.

         (n)  "Long-Term Performance Award" means an award under
Section 9(a) below.  A Long-Term Performance Award shall permit
the recipient to receive a bonus payable in cash, stock or a
combination of cash and stock (as determined by the Committee)
upon satisfaction of such performance factors as are set out in
the recipient's individual grant.  Long-Term Performance Awards
will be based upon the achievement of Corporation, Subsidiary
and/or individual performance factors or upon such other criteria
as the Committee may deem appropriate.

         (o)  "Non-Employee Director" means an individual who is
an "outside director," as described in Federal Income Tax
Regulations Section 1.162-27(e)(3), and also meets the
requirements of Rule 16b-3(b)(3)(i) promulgated under the Act,
and any successor to such rule.

         (p)  "Non-Employee Director Participant" means an
Eligible Person, who at the time of grant of an Award is a
director of the Corporation but not an employee of the
Corporation or a Subsidiary.

         (q)  "Non-Statutory Option" means a stock option not
qualifying for incentive stock option treatment under the
provisions of Section 422 of the Code.



                               Page 2



         (r)  "Optionee" means the holder of any option granted
under the Plan.

         (s)  "Participant" means the holder of any Award
granted under the Plan.

         (t)  "Performance Period" is defined in Section 9(a).

         (u)  "Plan" means the Kaman Corporation 1993 Stock
Incentive Plan.

         (v)  "Principal Shareholder" means any individual
owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of capital stock of the
Corporation or of any Subsidiary.

         (w)  "Qualified Performance-Based Award" means (i) a
Long-Term Performance Award or Restricted Stock Award that is
intended to qualify for the Section 162(m) Exemption and is made
subject to objective performance goals based on Qualified
Performance Criteria as set forth in Section 15(d), or (ii)
an Option or SAR having an exercise price equal to or greater
than the Fair Market Value of the underlying Stock as of the date
it is granted.

         (x)  "Qualified Performance Criteria" means one or more
of the performance criteria listed in Section 15(d)(ii) upon
which performance goals for certain Qualified Performance-Based
Awards may be established by the Committee and which meet the
requirements for the Section 162(m) Exemption.

         (y)  "Restricted Stock" means Stock received pursuant
to a Restricted Stock Award.

         (z)  "Restricted Stock Award" is defined in Section
8(a).

         (aa)  "Second Predecessor Plan" means the Kaman
Corporation 1983 Stock Incentive Plan.

         (bb)  "Section 162(m) Exemption" means the exemption
from the limitation on deductibility imposed by Section 162(m) of
the Code that is set forth in Section 162(m)(4)(C) of the Code.

         (cc)  "Stock" or "shares" means shares of Class A
Common Stock of the Corporation.

         (dd)  "Stock Appreciation Right" or "Right" means a
right described in Section 7.



                               Page 3


         (ee)  "Subsidiary" means any corporation within the
meaning of Section 424(f) of the Code.

     3.  Eligibility.

         (a)  Incentive Stock Options.  Incentive Stock Options
may be granted to any Eligible Persons who are full-time,
salaried employees of the Corporation or a Subsidiary and who in
the sole opinion of the Committee are, from time to time,
responsible for the management and/or growth of all or part of
the business of the Corporation.

         (b)  Awards Other than Incentive Stock Options.
Awards, other than Incentive Stock Options, may be granted to any
Eligible Persons who in the sole opinion of the Committee are,
from time to time, responsible for the growth and/or the
management of all or a part of the business of the Corporation or
Subsidiary.

         (c)  Substitute Awards.  The Committee, in its
discretion, may also grant Awards in substitution for any stock
incentive awards previously granted by companies acquired by the
Corporation or one of its Subsidiaries.  Such substitute awards
may be granted on such terms and conditions as the Committee
deems appropriate in the circumstances, provided, however, that
substitute Incentive Stock Options shall be granted only in
accordance with the Code.

     4.  Term of Plan.  The Plan, became effective on November 1,
1993 and shall continue to be effective for ten (10) years
thereafter, expiring on October 31, 2003.

     5.  Stock Subject to the Plan.  The aggregate number of
shares of Stock which may be issued pursuant to all Awards
granted under the Plan shall not exceed 2,210,000 shares of
Stock, subject to adjustment as hereinafter provided in Section
10, which shall be in addition to all shares of Stock issued or
reserved for issuance pursuant to options granted under the First
Predecessor Plan and the Second Predecessor Plan, and which may
be treasury shares or authorized but unissued shares.  In the
event that any Award under the Plan for any reason expires, is
terminated, forfeited, reacquired by the Corporation, or
satisfied without the issuance of Stock (except in the cases of
(i) Stock otherwise issuable under an Award but retained by the
Corporation for payment of withholding taxes under Section 14(b)
hereof; (ii) Stock otherwise issuable under a stock option but
for which the Corporation has made a discretionary payment under
Section 7(d) hereof and (iii) Stock underlying any Incentive
Stock Option, Non-Statutory Option, or Stock Appreciation Right
that is cancelled in connection with a repricing of the exercise
price thereunder) the shares allocable to the unexercised portion


                               Page 4

...
of such Award may again be made subject to an Award under the
Plan.  Any award of a Stock Appreciation Right, to the extent
that such Stock Appreciation Right may be settled only for cash,
shall not be deemed to reduce the aggregate number of shares of
Stock authorized to be issued pursuant to Awards granted under
the Plan.

     6.  Stock Options.  The following terms and conditions shall
apply to each option granted under the Plan and shall be set
forth in a stock option agreement between the Corporation and the
Optionee together with such other term and conditions not
inconsistent herewith as the Committee may deem appropriate in
the case of each Optionee:

         (a)  Option Price.  The purchase price under each
Incentive Stock Option shall be as determined by the Committee
but not less than 100% of the Fair Market Value of the shares
subject to such option on the date of grant, provided that such
option price shall not be less than 110% of such Fair Market
Value in the case of any Incentive Stock Option granted to a
Principal Shareholder.  The purchase price per share of Stock
deliverable upon the exercise of a Non-Statutory Option shall be
determined by the Committee, but shall not be less than 85% of
the Fair Market Value of such Stock on the date of grant and in
no event less than the par value per share of such Stock.

         (b)  Type of Option.  All options granted under the
Plan shall be either Incentive Stock Options or Non-Statutory
Options.  All provisions of the Plan applicable to Incentive
Stock Options shall be interpreted in a manner consistent with
the provisions of, and regulations under, Section 422 of the
Code.

         (c) Period of Incentive Stock Option.  Each Incentive
Stock Option shall have a term not in excess of ten (10) years
from the date on which it is granted, except in the case of any
Incentive Stock Option granted to a Principal Shareholder which
shall have a term not in excess of five (5) years from the date
on which it is granted; provided that any Incentive Stock Option
granted or the unexercised portion thereof, to the extent
exercisable at the time of termination of employment, shall
terminate at the close of business on the day three (3) months
following the date on which the Optionee ceases to be employed by
the Corporation or a Subsidiary unless sooner expired or unless a
longer period is provided under Subsection (g) of this Section in
the event of the death or Disability of such an Optionee.

         (d)  Period of Non-Statutory Option.  Each Non-
Statutory Option granted under the Plan shall have a term not in
excess of ten (10) years and one (1) day from the date on which
it is granted; provided that any Non-Statutory Option granted to


                               Page 5


an employee of the Corporation or a Subsidiary or to a Non-
Employee Director Participant, or the unexercised portion thereof
shall terminate not later than the close of business on the day
one (1) year following the date on which such employee ceases to
be employed by the Corporation or a Subsidiary or the date on
which such Non-Employee Director ceases to be a director of the
Corporation, as the case may be.  Such an Optionee's Non-
Statutory Option shall be exercisable, if at all, during such one
(1) year period only to the extent exercisable on the date such
Optionee's employment terminates or the date on which such
Optionee ceases to be a director, as the case may be.

         (e)  Exercise of Option.

              (i)  Each option granted under the Plan shall
     become exercisable on such date or dates and in such amount
     or amounts as the Committee shall determine.  In the absence
     of any other provision by the Committee, each option granted
     under the Plan shall be exercisable with respect to not more
     than twenty percent (20%) of such shares subject thereto
     after the expiration of one (1) year following the date of
     its grant, and shall be exercisable as to an additional
     twenty percent (20%) of such shares after the expiration of
     each of the succeeding four (4) years, on a cumulative
     basis, so that such option, or any unexercised portion
     thereof, shall be fully exercisable after a period of five
     (5) years following the date of its grant; provided,
     however, that in the absence of any other provision by the
     Committee, each Incentive Stock Option granted to a
     Principal Shareholder shall be exercisable with respect to
     not more than twenty-five percent (25%) of the shares
     subject thereto after the expiration of one (1) year
     following the date of its grant, and shall be exercisable as
     to an additional twenty-five percent (25%) after the
     expiration of each of the succeeding three (3) years, on a
     cumulative basis, so that such option, or any unexercised
     portion thereof, shall be fully exercisable after a period
     of four (4) years following the date of its grant.

              (ii)  The Committee, in its sole discretion,
     may, from time to time and at any time, accelerate the
     vesting provisions of any outstanding option, subject, in
     the case of Incentive Stock Options, to the provisions of
     Subsection (6)(i) relating to "Limit on Incentive Options".

              (iii)  Notwithstanding anything herein to the
     contrary, except as provided in subsection (g) of this
     Section, no Optionee who was, at the time of the grant of an
     option, an employee of the Corporation or a Subsidiary, may
     exercise such option or any part thereof unless at the time
     of such exercise he shall be employed by the Corporation or
     a Subsidiary and shall have been so employed continuously

                               Page 6


     since the date of grant of such option, excepting leaves of
     absence approved by the Committee; provided that the option
     agreement (i) in the case of Incentive Stock Options may
     provide that such an Optionee may exercise his option, to
     the extent exercisable on the date of termination of such
     continuous employment, during the three (3) month period,
     ending at the close of business on the day three (3) months
     following the termination of such continuous employment
     unless such option shall have already expired by its term,
     and (ii) in the case of Non-Statutory Options may provide
     that such an Optionee may exercise his option, to the extent
     exercisable on the date of termination of such continuous
     employment, during the one (1) year period ending at the
     close of business on the day one (1) year following the
     termination of such continuous employment, unless such
     option shall have already expired by its term.

              (iv) An option shall be exercised in accordance
     with the related stock option agreement by serving written
     notice of exercise on the Corporation accompanied by full
     payment of the purchase price in cash.  As determined by the
     Committee, in its discretion, at (or, in the case of Non-
     Statutory Options, at or after) the time of grant, payment
     in full or in part may also be made by delivery of (i)
     irrevocable instructions to a broker to deliver promptly to
     the Corporation the amount of sale or loan proceeds to pay
     the exercise price, or (ii) previously owned shares of Stock
     not then subject to restrictions under any Corporation plan
     (but which may include shares the disposition of which
     constitutes a disqualifying disposition for purposes of
     obtaining incentive stock option treatment for federal tax
     purposes), or (iii) shares of Stock otherwise receivable
     upon the exercise of such option; provided, however, that in
     the event the Committee shall determine in any given
     instance that the exercise of such option by withholding
     shares otherwise receivable would be unlawful, unduly
     burdensome or otherwise inappropriate, the Committee may
     require that such exercise be accomplished in another
     acceptable manner.  For purposes of this subsection (iv),
     such surrendered shares shall be valued at the closing price
     of the Stock in the NASDAQ National Market System on the
     most recent trading day preceding the date of exercise on
     which sales of the Stock occurred.

         (f)  Nontransferability.  No option granted under the
Plan shall be transferable by the Optionee otherwise than by will
or by the laws of descent and distribution, and such option shall
be exercisable, during his lifetime, only by him.





                               Page 7


         (g)  Death or Disability of Optionee.  In the event of
the death or Disability of an Optionee while in the employ of the
Corporation or a Subsidiary or while serving as a director of the
Corporation, his stock option or the unexercised portion thereof
may be exercised within the period of one (1) year succeeding his
death or Disability, but in no event later than (i) ten (10)
years (five (5) years in the case of a Principal Shareholder)
from the date the option was granted in the case of an Incentive
Stock Option, and (ii) ten (10) years and one (1) day in the case
of a Non-Statutory Option, by the person or persons designated in
the Optionee's will for that purpose or in the absence of any
such designation, by the legal representative of his estate, or
by the legal representative of the Optionee, as the case may be.
Notwithstanding anything herein to the contrary and in the
absence of any contrary provision by the Committee, during the
one-year period following termination of employment or cessation
as a director by reason of death or Disability, an Optionee's
stock option shall continue to vest in accordance with its terms
and be and become exercisable as if employment or service as a
director had not ceased.

         (h)  Shareholder Rights.  No Optionee shall be entitled
to any rights as a shareholder with respect to any shares subject
to his option prior to the date of issuance to him of a stock
certificate representing such shares.

         (i)  Limit on Incentive Stock Options.  The
aggregate Fair Market Value (determined at the time an option is
granted) of shares with respect to which Incentive Stock Options
granted to an employee are exercisable for the first time by such
employee during any calendar year (under all incentive stock
option plans of the Corporation and its Subsidiaries to the
extent required under the Code) shall not exceed $100,000.

         (j)  Notification of Disqualifying Disposition.
Participants granted Incentive Stock Options shall undertake, in
the Incentive Stock Option agreements, as a precondition to the
granting of such option by the Corporation, to promptly notify
the Corporation in the event of a disqualifying disposition
(within the meaning of the Code) of any shares acquired pursuant
to such Incentive Stock Option agreement and provide the
Corporation with all relevant information related thereto.

7.  Stock Appreciation Rights; Discretionary Payments.


         (a)  Nature of Stock Appreciation Right.  A Stock
Appreciation Right is an Award entitling the Participant to
receive an amount in cash or shares of Stock (or forms of payment
permitted under Section 7(d) hereof) or a combination thereof, as
determined by the Committee at the time of grant, having a value
equal to (or if the Committee shall so determine at time of

                               Page 8


grant, less than) the excess of the closing price of the Stock on
the NASDAQ National Market System on the most recent trading day
preceding the date of exercise on which sales of the Stock
occurred over the Fair Market Value of a share of Stock on the
date of grant (or over the option exercise price, if the Stock
Appreciation Right was granted in tandem with a stock option)
multiplied by the number of shares with respect to which the
Stock Appreciation Right shall have been exercised.

         (b)  Grant and Exercise of Stock Appreciation Rights.

              (i)  Stock Appreciation Rights may be granted in
     tandem with, or independently of, any stock option granted
     under the Plan.  In the case of a Stock Appreciation Right
     granted in tandem with a Non-Statutory Option, such Right
     may be granted either at or after the time of grant of such
     option.  In the case of a Stock Appreciation Right granted
     in tandem with an Incentive Stock Option such Right may be
     granted only at the time of the grant of such option.  A
     Stock Appreciation Right or applicable portion thereof
     granted in tandem with a given stock option shall terminate
     and no longer be exercisable upon the termination or
     exercise of the related stock option, except that a Stock
     Appreciation Right granted with respect to less than the
     full number of shares covered by a related stock option
     shall not be reduced until the exercise or termination of
     the related stock option exceeds the number of shares not
     covered by the Stock Appreciation Right.

              (ii)  Each Stock Appreciation Right granted under
     the Plan shall become exercisable on such date or dates and
     in such amount or amounts as the Committee shall determine;
     provided, however, that any Stock Appreciation Right granted
     in tandem with a stock option shall be exercisable in
     relative proportion to and to the extent that such related
     stock option is exercisable; provided further, however,
     that, notwithstanding anything herein to the contrary, any
     Stock Appreciation Right granted in tandem with a Non-
     Statutory Option which has a purchase price at the date of
     grant of less than Fair Market Value shall not be
     exercisable at all until at least one (1) year after the
     date of grant of such option.  Except as provided in the
     immediately preceding sentence, in the absence of any other
     provision by the Committee, each Stock Appreciation Right
     granted under the Plan shall be exercisable with respect to
     not more than twenty percent (20%) of such shares subject
     thereto after the expiration of one (1) year following the
     date of its grant, and shall be exercisable as to an
     additional twenty percent (20%) of such shares after the
     expiration of each of the succeeding four (4) years, on a
     cumulative basis, so that such Right, or any unexercised
     portion thereof, shall be fully exercisable after a period

                               Page 9


     of five (5) years following the date of its grant.  The
     Committee, in its sole discretion, may, from time to time
     and at any time, accelerate the vesting provisions of any
     outstanding Stock Appreciation Right.

              (iii)  Notwithstanding anything herein to the
     contrary, except as provided in subsections (c)(v) and
     (c)(vi) of this Section, no Participant who was, at the time
     of the grant of a Stock Appreciation Right, an employee of
     the Corporation or a Subsidiary, may exercise such Right or
     any part thereof unless at the time of such exercise, he
     shall be employed by the Corporation or a Subsidiary and
     shall have been so employed continuously since the date of
     grant of such Right, excepting leaves of absence approved by
     the Committee; provided that the Stock Appreciation Right
     agreement may provide that such a Participant may exercise
     his Stock Appreciation Right, to the extent exercisable on
     the date of termination of such continuous employment,
     during the one (1) year period ending at the close of
     business on the day one (1) year following the termination
     of such continuous employment, unless such Right shall have
     already expired by its terms.

               (iv)  Notwithstanding anything herein to the
     contrary, except as provided in subsections (c)(v) and
     (c)(vi) of this Section, no Non-Employee Director
     Participant may exercise a Stock Appreciation Right or part
     thereof unless at the time of such exercise he shall be a
     director of the Corporation and shall have been a director
     of the Corporation continuously since the date of grant of
     such Right excepting leaves of absence approved by the
     Committee; provided that the Stock Appreciation Right
     agreement may provide that such Participant may exercise his
     Stock Appreciation Right, to the extent exercisable on the
     date he ceased to be a director of the Corporation, during
     the one (1) year period ending at the close of business on
     the day one (1) year following the cessation of such
     continuous service as a director unless such Right shall
     already have expired by its terms.

              (v)  A Stock Appreciation Right shall be exercised
     in accordance with the related Stock Appreciation Right
     Agreement by serving written notice of exercise on the
     Corporation.

         (c)  Terms and Conditions of Stock Appreciation Rights.
Stock Appreciation Rights shall be subject to such terms and
conditions as shall be determined from time to time by the
Committee, subject to the following:




                               Page 10


              (i)  Stock Appreciation Rights granted in tandem
     with stock options shall be exercisable only at such time or
     times and to the extent that the related stock options shall
     be exercisable;

              (ii)  Upon the exercise of a Stock Appreciation
     Right, the applicable portion of any related stock option
     shall be surrendered.

              (iii)  Stock Appreciation Rights granted in tandem
     with a stock option shall be transferable only with such
     option.  Stock Appreciation Rights shall not be transferable
     otherwise than by will or the laws of descent and
     distribution.  All Stock Appreciation Rights shall be
     exercisable during the Participant's lifetime only by the
     Participant or the Participant's legal representative.

              (iv)  A Stock Appreciation Right granted in tandem
     with a stock option may be exercised only when the then Fair
     Market Value of the Stock subject to the stock option
     exceeds the exercise price of such option.  A Stock
     Appreciation Right not granted in tandem with a stock option
     may be exercised only when the then Fair Market Value of the
     Stock exceeds the Fair Market Value of the Stock on the date
     of grant of such Right.

              (v)  Each Stock Appreciation Right shall have a
     term not in excess of ten (10) years from the date on which
     it is granted (ten (10) years and one (1) day in the case of
     a Stock Appreciation Right granted in tandem with a Non-
     Statutory Option); provided that any Stock Appreciation
     Right granted to (aa) an employee of the Corporation or a
     Subsidiary shall terminate not later than the close of
     business on the day one (1) year following the date such
     Participant ceases to be employed by the Corporation or a
     Subsidiary, excepting leaves of absences approved by the
     Committee, and (bb) a Non-Employee Director Participant
     shall terminate not later than the close of business on the
     day one (1) year following the date such Participant ceases
     to be a director of the Corporation.  Such a Participant's
     Stock Appreciation Right shall be exercisable, if at all,
     during such one (1) year period only to the extent
     exercisable on the date his employment terminates or the
     date he ceases to be a director, as the case may be.

              (vi)  In the event of the death or Disability of a
     Participant while in the employ of the Corporation or a
     Subsidiary or while serving as a director of the
     Corporation, his Stock Appreciation Right or the unexercised
     portion thereof may be exercised within the period of one
     (1) year succeeding his death or Disability, but in no event


                               Page 11


     later than (i) ten (10) years from the date on which it was
     granted (ten (10) years and one (1) day in the case of a
     Stock Appreciation Right granted in tandem with a Non-
     Statutory Option), by the person or persons designated in
     the Participant's will for that purpose or in the absence of
     any such designation, by the legal representative of his
     estate, or by the legal representative of the Participant,
     as the case may be.  Notwithstanding anything herein to the
     contrary and in the absence of any contrary provision by the
     Committee, during the one-year period following termination
     of employment or cessation as a director by reason of death
     or Disability, a Participant's Stock Appreciation Right
     shall continue to vest in accordance with its terms and be
     and become exercisable as if employment or service as a
     director had not ceased.

         (d)  Discretionary Payments.  Upon the written request
of an Optionee whose stock option is not accompanied by a Stock
Appreciation Right, the Committee may, in its discretion, cancel
such option if the Fair Market Value of the shares subject to the
option at the exercise date exceeds the exercise price thereof;
in that event, the Corporation shall pay to the Optionee an
amount equal to the difference between the Fair Market Value of
the shares subject to the cancelled option (determined as of the
date the option is cancelled) and the exercise price.  Such
payment shall be by check or in Stock having a Fair Market Value
(determined on the date the payment is to be made) equal to the
amount of such payments or any combination thereof, as determined
by the Committee.

     8.  Restricted Stock.

         (a)  Nature of Restricted Stock Award.  A Restricted
Stock Award is an Award entitling the Participant to receive
shares of Stock, subject to such conditions, including a
Corporation right during a specified period or periods to require
forfeiture of such shares upon the Participant's termination of
employment with the Corporation or a Subsidiary or cessation as a
director of the Corporation, as the case may be, as the Committee
may determine at the time of grant.  The Committee, in its sole
discretion, may, from time to time and at any time, waive any or
all restrictions and/or conditions contained in the Restricted
Stock Award agreement.  Notwithstanding anything herein to the
contrary, the Committee, in its discretion, may grant Restricted
Stock without any restrictions or conditions whatsoever.
Restricted Stock shall be granted in respect of past services or
other valid consideration.

         (b)  Award Agreement.  A Participant who is
granted a Restricted Stock Award shall have no rights with
respect to such Award unless the Participant shall have accepted


                               Page 12


the Award within 60 days (or such shorter date as the Committee
may specify) following the Award date by executing and delivering
to the Corporation a Restricted Stock Award Agreement in such
form as the Committee shall determine.

         (c)  Rights as a Shareholder.  Upon complying with
paragraph (b) above, a Participant shall have all the rights of a
shareholder with respect to the Restricted Stock including voting
and dividend rights, subject to nontransferability and
Corporation forfeiture rights described in this Section 8 and
subject to any other conditions contained in the Award agreement.
Unless the Committee shall otherwise determine, certificates
evidencing shares of Restricted Stock shall remain in the
possession of the Corporation until such shares are free of any
restrictions under the Plan.  The Committee in its discretion
may, as a precondition of the Corporation's obligation to issue a
Restricted Stock Award, require the Participant to execute a
stock power or powers or other agreement or instruments necessary
or advisable in connection with the Corporation's forfeiture
rights with respect to such shares.

         (d)  Restrictions.  Shares of Restricted Stock may not
be sold, assigned, transferred or otherwise disposed of or
pledged or otherwise encumbered.  In the event of termination of
employment of the Participant with the Corporation or a
Subsidiary for any reason, or cessation as a director of the
Corporation in the case of a Non-Employee Director Participant,
such shares shall be forfeited to the Corporation, except as set
forth below:

              (i)  The Committee at the time of grant shall
     specify the date or dates (which may depend upon or be
     related to the attainment of performance goals and other
     conditions) on which the nontransferability of the
     Restricted Stock and the Corporation's forfeiture rights
     with respect thereto shall lapse.  The Committee at any time
     may accelerate such date or dates and otherwise waive or,
     subject to Section 13, amend any conditions of the Award.

              (ii)  Except as may otherwise be provided in the
     Award agreement, in the event of termination of a
     Participant with the Corporation or a Subsidiary for any
     reason or cessation as a director of the Corporation for any
     reason, all of the Participant's Restricted Stock shall be
     forfeited to the Corporation without the necessity of any
     further act by the Corporation, the Participant or the
     Participant's legal representative; provided, however, that
     in the event of termination of employment or cessation of
     service as a director of the Corporation by reason of death
     or Disability, all conditions and restrictions relating to a
     Restricted Stock Award held by such a Participant shall
     thereupon be waived and shall lapse.

                               Page 13


              (iii)  In the absence of any other provision by
     the Committee, each Restricted Stock Award granted to (A) an
     employee of the Corporation or a Subsidiary shall be subject
     to forfeiture to the Corporation conditioned on the
     Participant's continued employment and (B) Non-Employee
     Director Participants shall be subject to forfeiture to the
     Corporation conditioned on the Participant's continued
     service as a director of the Corporation, and in the case of
     clause (A) or (B), such forfeiture rights shall lapse as
     follows:  with respect to twenty percent (20%) of the shares
     subject to the Restricted Stock Award on the date one year
     following the date of grant, and with respect to an
     additional twenty percent (20%) of such shares after the
     expiration of each of the succeeding four (4) years
     thereafter, on a cumulative basis, so that such Restricted
     Stock shall be free of such risk of forfeiture on the date
     five (5) years following the date of its grant.

              (e)  Performance-Based Award.  In the discretion
     of the Committee, the Corporation's forfeiture rights with
     respect to Restricted Stock award to a Covered Employee may
     be based upon Qualified Performance Criteria and the
     Restricted Stock Award may be designated as a Qualified
     Performance-Based Award.

              (f)  Waiver, Deferral, and Investment of
     Dividends.  The Restricted Stock Award agreement may require
     or permit the immediate payment, waiver, deferral or
     investment of dividends paid with respect to the Restricted
     Stock.

     9.  Long-Term Performance Awards.

         (a)  Awards.  Long-Term Performance Awards are awards
payable in cash, stock or a combination of cash and stock that
may be granted either alone, in addition to or in tandem with
other Awards granted under the Plan and/or awards made outside of
the Plan.  Long-Term Performance Awards shall not require payment
by the recipient of any consideration for the Long-Term
Performance Award or for shares of Stock, if any, covered by such
Award.  The Committee shall determine the nature, length and
starting date of any performance period (the "Performance
Period") for each Long-Term Performance Award and shall determine
the performance and/or employment factors to be used in the
determination of the value of Long-Term Performance Awards and
the extent to which such Long-Term Performance Award may be made
subject to various conditions, including vesting or forfeiture
provisions.  Long-Term Performance Awards may vary from
Participant to Participant and between groups of Participants and
shall be based upon the achievement of Corporation, Subsidiary
and/or individual performance factors or upon such other criteria
as the Committee may deem appropriate.  Performance Periods may

                               Page 14


overlap and Participants may participate simultaneously with
respect to Long-Term Performance Awards that are subject to
different Performance Periods and different performance factors
and criteria.  Long-Term Performance Awards shall be confirmed
by, and be subject to the terms of, a written Long-Term
Performance Award agreement.

         (b)  Value of Awards.  At the beginning of each
Performance Period, the Committee may determine for each Long-
Term Performance Award subject to such Performance Period the
range of dollar values and/or numbers or dollar values of shares
of Common Stock to be issued to the Participant at the end of the
Performance Period if and to the extent that the relevant
measures of performance for such Long-Term Performance Award are
met.  Such dollar values or numbers of shares of Common Stock may
be fixed or may vary in accordance with such performance or other
criteria as may be determined by the Committee.

         (c)  Adjustment of Awards.  Notwithstanding the
provisions of Section 9(a) hereof, the Committee may, after the
grant of Long-Term Performance Awards, adjust the performance
factors applicable to such Long-Term Performance Awards to take
into account changes in the law or in accounting or tax rules and
to make such adjustments as the Committee deems necessary or
appropriate to reflect the inclusion or exclusion of the impact
of extraordinary or unusual items, events or circumstances in
order to avoid windfalls or hardships to Participants.

         (d)  Termination.

              (i)  Unless otherwise provided in the applicable
     Long-Term Performance Award agreement, if a Participant
     terminates his or her employment or his or her consultancy
     during a Performance Period because of death or Disability,
     the Committee may in its discretion provide for an earlier
     payment in settlement of such award, which payment may be in
     such amount and under such terms and conditions as the
     Committee deems appropriate.

              (ii) Unless otherwise provided in the applicable
     Long-Term Performance Award agreement, if a Participant
     terminates employment or his or her consultancy during a
     Performance Period for any reason other than death or
     Disability, then such a Participant shall not be entitled to
     any payment with respect to the Long-Term Performance Award
     subject to such Performance Period, unless the Committee
     shall otherwise determine in its discretion.

         (e)  Form of Payment.  The earned portion of a Long-
Term Performance Award shall be paid in cash within two hundred
seventy (270) days following the close of the applicable
Performance Period, provided that the Committee may elect to pay

                               Page 15


up to one-third (1/3) of such amount in whole shares of stock or,
at the discretion of the Committee, such earned portion may be
paid in whole shares of Stock to the extent requested by the
Participant.  Any such shares of Stock shall be valued at their
Fair Market Value at the close of business on the most recent
trading day preceding the date of such payment.

         (f)  Reservation of Shares.  In the event that the
Committee grants a Long-Term Performance Award that is payable in
cash or Stock, the Committee may (but need not) reserve an
appropriate number of shares of Stock under the Plan at the time
of grant of the Long-Term Performance Award.  If, and to the
extent that the full amount reserved is not actually paid in
Stock, the shares of Stock representing the portion of the
reserve for that Long-Term Performance Award shall again become
available for award under the Plan.  If shares of Stock are not
reserved by the Committee at the time of grant, then (i) no
shares shall be deducted from the number of shares available for
grant under the Plan at that time and (ii) at the time of payment
of the Long-Term Performance Award, only the number of shares
actually issued to the Participant shall be so deducted.  If
there are not a sufficient number of shares available under the
Plan for issuance to a Participant at the time of payment of a
Long-Term Performance Award, any shortfall shall be paid by the
Corporation in cash.

     10.  The Committee.

         (a)  Administration.  The Committee shall be a
committee of not less than three (3) members of the Board who are
Non-Employee Directors, appointed by the Board.  Vacancies
occurring in membership of the Committee shall be filled by the
Board.  The Committee shall keep minutes of its meetings.  One or
more members of the Committee may participate in a meeting of the
Committee by means of conference telephone or similar
communications equipment provided all persons participating in
the meeting can hear one another.  A majority of the entire
Committee shall constitute a quorum, and the acts of a majority
of the members present at or so participating in any meeting at
which a quorum is constituted shall be the acts of the Committee.
The Committee may act without meeting by unanimous written
consent.  Absent some other provision by the Board, the power and
responsibilities of the Committee shall be vested in and assumed
by the Personnel and Compensation Committee of the Board,
provided the members hereof are all Non-Employee Directors.

          (b)  Authority of Committee.  Subject to the provisions
of the Plan, the Committee shall have full and final authority to
determine the persons to whom Awards shall be granted, the number
of shares to be subject to each Award, the term of the Award, the
vesting provisions of the Award, if any, restrictions on the
Award, if any, and the price at which the shares subject thereto

                               Page 16


may be purchased.  The Committee is empowered, in its discretion,
to modify, extend or renew any Award theretofore granted and
adopt such rules and regulations and take such other action as it
shall deem necessary or proper for the administration of the
Plan.  The Compensation Committee must certify in writing prior
to the payment of any compensation to a Covered Employee from a
Qualified Performance-Based Award that Qualified Performance
Criteria were met, all in the manner provided by Federal Income
Tax Regulations Section 1.162-27(e)(5).  The Committee shall have
full power and authority to construe, interpret and administer
the Plan, and the decisions of the Committee shall be final and
binding upon all interested parties.  No members of the Committee
shall be liable for any action taken or not taken or decision
made or not made all in good faith, relating to the Plan or any
award thereunder.

     11.  Adjustments.  Any limitations, restrictions or other
provisions of this Plan to the contrary notwithstanding, each
Award agreement shall make such provision, if any, as the
Committee may deem appropriate for the adjustment of the terms
and provisions thereof (including, without limitation, terms and
provisions relating to the exercise price and the number and
class of shares subject to the Award) in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
divisive reorganization, issuance of rights, combination or
split-up or exchange of shares, or the like.  In the event of any
merger, consolidation, reorganization, recapitalization, stock
dividend, divisive reorganization, issuance of rights,
combination or split-up or exchange of shares, or the like, the
Committee shall make an appropriate adjustment in the number of
shares authorized to be issued pursuant to the Plan.

     12.  Options Under First Predecessor Plan and Second
Predecessor Plan.  Options presently outstanding which have been
granted under either the First Predecessor Plan or the Second
Predecessor Plan shall continue to be governed and interpreted
under the terms of such plans, respectively, and not by the terms
hereof.

     13.  Amendment to and Termination of the Plan.  The Board
may from time to time amend the Plan in such way as it shall deem
advisable provided the Board may not extend the expiration date
of the Plan, change the class of Eligible Persons, increase the
maximum Award term, decrease the minimum exercise price or
increase the total number of authorized shares (except in
accordance with Section 10 hereof) for which Awards may be
granted.  The Board, in its discretion, may at any time terminate
the Plan prior to its expiration in accordance with Section 4
hereof.  No amendment to or termination of the Plan shall in any
way adversely affect Awards then outstanding hereunder.



                               Page 17


     14.  Status of Plan.  Until shares pursuant to an Award or
exercise thereof are actually delivered to a Participant, a
Participant shall have no rights to or with respect to such
shares greater than those of a general creditor of the
Corporation unless the Committee shall otherwise expressly
determine in connection with any Award or Awards.

     15.  General Provisions.

          (a)  Other Compensation Arrangements; No Right to
Receive Awards; No Employment or Other Rights.  Nothing contained
in this Plan shall prevent the Board from adopting other or
additional capital stock based compensation arrangements, subject
to stockholder approval if such approval is required, and such
arrangements may be either generally applicable or applicable
only in specific cases.  No Eligible Person shall have any right
to receive Awards except as the Committee may determine.  The
Plan does not confer upon any employee any right to continued
employment with the Corporation or a Subsidiary or upon any
director or officer of the Corporation any right to continued
service as a director or officer of the Corporation, nor does it
interfere in any way with the right of the Corporation or a
Subsidiary to terminate the employment of any of its employees or
for the Corporation to remove a director or officer with or
without cause at any time.

          (b)  Tax Withholding, Etc.  Any obligation of the
Corporation to issue shares pursuant to the grant or exercise of
any Award shall be conditioned on the Participant having paid or
made provision for payment of all applicable tax withholding
obligations, if any, satisfactory to the Committee.  The
Corporation and its Subsidiaries shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment
of any kind otherwise due to the Participant.  In the case of
Non-Statutory Options, and Stock Appreciation Rights exercisable
only for Stock, the Committee in its discretion, but only upon
the written request of a Participant exercising such an Award,
may permit such Participant to satisfy federal income tax
withholding requirements occasioned by the exercise thereof by
the surrender of shares otherwise to be received on the exercise
of such Award.  For purposes of this subsection (b), such
surrendered shares shall be valued at the closing price of the
Stock in the NASDAQ National Market System on the most recent
trading day preceding the date of exercise on which sales of the
Stock occurred.

          (c)  Section 83(b) of the Code.  Participants may not
make, and each Award agreement shall prohibit, an election under
Section 83(b) of the Code, with respect to any Award.

          (d)  Section 162(m) Exemption.  When granting any Long-
Term Performance Award, Restricted Stock Award, or other Award

                               Page 18


(other than Options or SARs), the Committee may designate such
Award as a Qualified Performance-Based Award, based upon a
determination that the recipient is or may be a Covered Employee
with respect to such Award, and the Committee wishes such Award
to qualify for the Section 162(m) Exemption.  If an Award is so
designated, the Committee shall establish performance goals for
such Award within the time period prescribed by Section 162(m) of
the Code based on one or more of the following Qualified
Performance Criteria, which may be expressed in terms of an
objective formula or standard that relates to Corporation-wide
objectives or objectives that relate to the performance of a
Subsidiary or a division, region, department or function within
the Corporation or a Subsidiary: (1) earnings per share, (2)
EBITDA (earnings before interest, taxes, depreciation and
amortization), (3) EBIT (earnings before interest and taxes), (4)
economic profit, (5) cash flow, (6) sales growth, (7) net profit
before tax (8) gross profit, (9) operating income or profit, (10)
return on equity, (11) return on assets, (12) return on capital,
(13) changes in working capital, or (14) shareholder return.

          (e)  Restrictions on Transfers of Shares.  Although the
Corporation presently intends to register under applicable
securities laws all shares acquired or received by Participants
under the Plan, the Corporation is not required to cause such
shares to be registered under the Securities Act of 1933 or the
securities laws of any State.  Accordingly, the shares acquired
or received may be "restricted securities" as defined in Rule 144
under said Securities Act of 1933 or other rule or regulation of
the Securities and Exchange Commission.  Any certificate
evidencing any such shares may bear a legend restricting the
transfer of such shares, and the recipient may be required to
assert that the shares are being acquired for his own account and
not with a view to the distribution thereof as a condition to the
granting or exercise of an Award.

          (f)  Issuance of Shares.  Any obligation of the
Corporation to issue shares pursuant to the grant or exercise of
any Award shall be conditioned on the Corporation's ability at
nominal expense to issue such shares in compliance with all
applicable statutes, rules or regulations of any governmental
authority.  The Participant shall provide the Corporation with
any assurances or agreements which the Committee, in its sole
discretion, shall deem necessary or advisable in order that the
issuance of such shares shall comply with any such statutes,
rules or regulations.

          (g)  Date of Grant.  The date on which each Award under
the Plan shall be considered as having been granted shall be the
date on which the award is authorized by the Committee, unless a
later date is specified by the Committee; provided, however, in
the case of options intended to qualify as Incentive Stock


                               Page 19


Options, the date of grant shall be determined in accordance with
the Code.

          (h)  Shareholder Approval.  The material terms of any
Qualified Performance-Based Award that have not been approved by
the Shareholders must be disclosed to and approved by the
Shareholders before compensation is paid to a Covered Employee
pursuant to such Award, and such compensation shall be paid to a
Covered Employee only if such material terms are approved by the
Shareholders, all in accordance with Federal Income Tax Regulations
Section 1.162-27(e)(4).









































                               Page 20

























































...
                            EXHIBIT 10d

                         KAMAN CORPORATION
                       AMENDED AND RESTATED
                    DEFERRED COMPENSATION PLAN

                (Effective as of November 12, 2002
                 Except Where Otherwise Indicated)

     This Amended and Restated Kaman Corporation Deferred
Compensation Plan is adopted by Kaman Corporation effective
except where otherwise indicated as of November 12, 2002.

     WHEREAS, the Corporation adopted the Plan effective
October 1, 1993; and

     WHEREAS, the Corporation amended and restated the Plan
effective as of January 1, 1994, and further amended the same by
a First Amendment thereto effective January 1, 1997, a Second
Amendment thereto effective September 9, 1997, a Third Amendment
thereto effective January 1, 2000, a Fourth Amendment thereto
effective November 14, 2000 and a Fifth Amendment thereto
effective November 6, 2001; and

     WHEREAS, the Corporation has reserved the right to further
amend the Plan; and

     WHEREAS, the Corporation wishes to amend the Plan in
certain respects, effective as of November 12, 2002, except where
otherwise indicated; and

     WHEREAS, the Board of Directors of the Corporation has
adopted a resolution authorizing the amendment of the Plan as
provided for herein;

     NOW, THEREFORE, the Plan is hereby amended and restated in
its entirety as follows:

                              Purpose

     The purpose of this Plan is to provide specified benefits to
a select group of senior management or highly compensated
employees of Kaman Corporation, a Connecticut corporation, and
its subsidiaries.

                             Section 1
                            Definitions

     For purposes of this Plan, the following phrases or terms
shall have the following indicated meanings, unless the context
requires otherwise:


                               Page 1


     1.1  "Account Balance" means, as to each Participant, the
sum of (i) all amounts of Base Salary and/or Bonus deferred by
the Participant pursuant to this Plan plus (ii) any additional
deferred compensation payable pursuant to Section 6.1, plus (iii)
all interest credited thereon in accordance with the applicable
interest crediting provisions of the Plan, less (iv) any
distributions to the Participant or his Beneficiary.  For
purposes of the Plan established by Section 6A, "Account Balance"
means the sum of (i) all amounts of Supplemental Deferred
Compensation, plus (ii) all interest credited thereon in
accordance with the applicable interest crediting provisions of
the Plan, less (iv) any distributions to the Participant or his
Beneficiary.  These accounts shall be bookkeeping entries only
and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to Participant pursuant
to this Plan.

     1.2  "Additional Deferred Compensation" means the deferred
compensation payable to a Participant pursuant to Section 6.1.

     1.3  "Base Salary" means a Participant's salary from the
Corporation, inclusive of any elective deferrals made under this
Plan or any other plan of the Corporation.  Base Salary may also
include other forms of compensation to which a Participant may
become entitled to receive from the Company or an affiliated
company thereof including, but not limited to, separation
compensation.  The determination as to the types of compensation
which may be eligible for deferral under the Plan shall be made
prior to the time such compensation is due and owing to the
Participant.  The type of compensation and the extent to which a
Participant may defer such amounts shall be made by the Committee
in its sole discretion.

     1.4  "Beneficiary" means one or more persons, trusts,
estates or other entities, designated in accordance with Section
7, that are entitled to receive payments under this Plan after
the death of a Participant.

     1.5  "Beneficiary Designation Form" means the form
established from time to time by the Committee that a Participant
completes, signs and returns to the Committee to designate one or
more Beneficiaries.

     1.6  "Board" means the Board of Directors of Kaman
Corporation.

     1.7  "Bonus" means the cash, incentive compensation that may
be awarded to a Participant under the Kaman Corporation Cash
Bonus Plan or any successor plan, inclusive of any elective
deferrals made under this Plan or any other plan of the
Corporation.


                               Page 2


     1.8  "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

     1.9  "Committee" means those persons identified as the Plan
Administrators of the Kaman Corporation Compensation
Administration Plan, or such other persons that may be appointed
by the Board to manage and administer the Plan pursuant to
Section 9.

     1.10  "Corporation" means Kaman Corporation, a Connecticut
corporation, and, where the context requires, each of its wholly-
owned subsidiaries or the particular corporation that employs the
Participant.

     1.11  "Crediting Rate" means, for each Plan Year, that rate
of interest equal to 120% of the applicable federal long-term
rate compounded monthly (as prescribed under Section 1274(d) of
the Code) in effect for the first month of each Plan Year;
provided that for Plan Years beginning on or after January 1,
2003, "Crediting Rate" means, for each Plan Year, that rate of
interest equal to 120% of the applicable federal long-term rate
compounded monthly (as prescribed under Section 1274(d) of the
Code) in effect for the month of October prior to the beginning
of the applicable Plan Year.

     1.12  "Deferral Amount" means that portion of a
Participant's Base Salary and/or Bonus that the Participant
elects to defer in accordance with Section 3.

     1.13  "Deferral Election" means a Participant's election to
defer a portion of his Base Salary and/or Bonus as provided in
Section 3 for a particular Plan Year.

     1.14  "Disability" means a period of disability during which
a Participant qualifies for benefits under any Corporation
sponsored long-term disability plan in which the Participant
participates, or, if a Participant does not participate in such a
plan, a period of disability during which the Participant would
have qualified for benefits under such a plan had the Participant
been a participant in such a plan, as determined in the sole
discretion of the Committee.

     1.15  "Election Form" means the form prescribed from time to
time by the Committee that a Participant must use to make a
Deferral Election under the Plan.

     1.16  "Financial Hardship" means a severe financial hardship
to the Participant resulting from a sudden and unexpected illness
or accident of the Participant or of a dependent (as defined in
Section 152(a) of the Code) of the Participant, loss of the
Participant's property due to casualty, or other similar


                               Page 3


extraordinary and unforeseeable circumstances arising from events
beyond the control of the Participant.  The circumstances that
will constitute a Financial Hardship will depend upon the facts
of each case, but, in any case, the particular circumstances will
not be regarded as giving rise to a Financial Hardship to the
extent that any hardship is or may be relieved:

          (a)  Through reimbursement or compensation by insurance
or otherwise;

          (b)  By liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause
severe financial hardship; or

          (c)  By cessation of deferrals under the Plan.

     1.17  "Participant" means any employee of the Corporation
(i) who is selected to participate in the Plan by the Board in
accordance with Section 2.1, (ii) who participates in the Thrift
Plan to the extent required as a condition to participation in
this Plan, (iii) who elects to participate in the Plan, (iv) who
signs a Plan Agreement, an Election Form, and a Beneficiary
Designation Form, (v) whose signed Plan Agreement, Election Form
and Beneficiary Designation Form are accepted by the Committee,
(vi) who satisfies any other enrollment requirements that may be
established by the Committee, (vii) who commences participation
in the Plan, and (viii) whose Plan Agreement has not terminated.
"Participant" in the Supplemental Plan established by Section 6A
means any employee of the Corporation who is selected to
participate in the Supplemental Plan by the Board in accordance
with Section 2.1 and who satisfies any other enrollment
requirements that may be established by the Committee; provided,
however, that the term shall not include any person who is
entitled by contract to receive a payment in lieu of the
supplemental deferred compensation provided for in Section 6A,
including, but not limited to, retirement benefits in addition to
those provided under the Pension Plan.  Nevertheless,
"Participant" in the Supplemental Plan established by Section 6A
shall also include an employee who terminates participation in
the SERP and thenceforth participates in such Plan in accordance
with Section 6A.3.  Where the context requires, the term
"Participant" shall also mean an employee or former employee who
previously participated on an active basis and who still has a
positive Account Balance.

     1.18  "Payroll Taxes"  means any tax imposed on compensation
paid to a Participant that an employer is required to collect
from the Participant including, but not limited to, any employee
contributions for old age, survivors and disability insurance or
hospital insurance.



                               Page 4


     1.19  "Pension Plan" means the Kaman Corporation Employees
Pension Plan.

     1.20  "Plan" means this Deferred Compensation Plan.

     1.21  "Plan Agreement" means the written agreement, as it
may be amended from time to time, that is entered into by and
between the Corporation and a Participant.  Each Plan Agreement
executed by a Participant shall provide for the entire benefit to
which such Participant is entitled to under the Plan, and the
Plan Agreement bearing the latest date of acceptance by the
Committee shall govern such entitlement.

     1.22  "Plan Year" means the calendar year, except that the
initial Plan Year shall begin on October 1, 1993, and end on
December 31, 1993.

     1.23  "Retirement", "Retires" or "Retired" means a
Termination of Service on or after the attainment of Early
Retirement Age under the Pension Plan and otherwise in accordance
with the Pension Plan.

     1.24  "SERP" means the Amended and Restated Kaman
Corporation Supplemental Employees' Retirement Plan.

     1.25  "Supplemental Deferred Compensation" means the
deferred compensation payable to a Participant pursuant to
Section 6A.1.

     1.24  "Termination of Service" means the cessation of
employment with the Corporation other than in connection with an
authorized leave of absence.

     1.27  "Thrift Plan" means the Kaman Corporation Thrift and
Retirement Plan.

                            Section 2
                    Eligibility and Enrollment

     2.1  Selection by Board.  Participation in the Plan shall be
limited to a select group of management or highly compensated
employees whose eligibility to participate in the Plan is
approved by the Board on its own initiative, or upon the
recommendation of the Committee.  The Board may terminate an
employee's eligibility to participate in the Plan at any time in
its sole discretion.

     2.2  Enrollment Requirements.  As a condition to
participation, an eligible employee must complete, execute and
return to the Committee, within the time prescribed by the
Committee, a Plan Agreement, and an Election Form.  In addition,


                               Page 5


in order to participate in the Plan for any particular Plan Year,
an eligible employee must elect to make the maximum contribution
that he is allowed to make under Section 402(g) of the Code and
the terms of the Thrift Plan.  The Committee may establish from
time to time such other enrollment requirements as it determines
in its sole discretion are necessary or appropriate for purposes
of administering the Plan.  The Committee may in its sole
discretion waive the requirement that the eligible employee make
the maximum contribution that he is allowed to make under Section
402(g) of the Code and the terms of the Thrift Plan, provided,
however, that in granting such a waiver, the Committee shall not
require, as a condition to participation in the Plan, that the
eligible employee make or not make elective contributions to the
Thrift Plan or make a particular level of elective contributions
to the Thrift Plan (other than the maximum elective contribution
that he is allowed to make under Section 402(g) of the Code and
the terms of the Thrift Plan).

     2.3  Commencement of Participation.  An employee shall
commence participation in the Plan upon the timely completion of
all enrollment requirements and the Committee's acceptance of all
submitted documents.  Eligible employees who wish to participate
in the Plan for any particular Plan Year must satisfy the
enrollment requirements prior to the commencement of the Plan
Year; provided, however, that in the first year in which an
employee first becomes eligible to participate in the Plan, the
newly eligible employee must satisfy the enrollment requirements
within thirty (30) days after the date on which he became
eligible.  If an eligible employee does not meet all enrollment
requirements within the time prescribed, that employee shall not
be allowed to participate in the Plan until the first day of the
Plan Year following the completion of all enrollment
requirements.

                            Section 3
Deferral Commitments/Interest Crediting

     3.1  Maximum Deferral.  For each Plan Year, a Participant
may elect to defer a percentage of his Base Salary not to exceed
50% and/or all or a percentage of his Bonus.

     3.2  Election to Defer; Effect of Election Form.  In order
to make a Deferral Election for any Plan Year a Participant must
deliver a completed and signed Election Form to the Committee
prior to the commencement of the Plan Year to which it relates.
In the case of a newly admitted Participant, the Deferral
Election must be made within the thirty (30) day period provided
for in Section 2.3, and shall not apply to any Base Salary earned
prior to the commencement of his participation.  A separate
Election Form is required for each Plan Year.  The Election Form
must specify the percentage of the Base Salary and/or Bonus that
the Participant has elected to defer.  Except as otherwise

                               Page 6


expressly provided for herein, each Deferral Election shall be
irrevocable for the Plan Year for which it is made, and shall be
deemed to apply to any salary increases occurring during that
year.  No Election Form shall be effective unless accepted by the
Committee.

     3.3  Additions to Account Balances.  The percentage of a
Participant's Base Salary deferred pursuant to Section 3.2 shall
be credited to the Participant's Account Balance as of the last
day of each month in which the deferred portion of the Base
Salary would have been paid if not deferred.  The percentage of a
Participant's Bonus deferred pursuant to Section 3.2 shall be
credited to the Participant's Account Balance as of the last day
of each month in which the deferred portion of the Bonus would
have been paid if not deferred.

     3.4  Interest Crediting.  Interest shall be credited monthly
and compounded monthly on all Deferral Amounts credited to a
Participant's Account Balance.  Interest shall be credited only
with respect to amounts in the Account Balance at the end of the
month, and no interest shall be credited with respect to any
portion of an Account Balance withdrawn or distributed from an
Account Balance during the month.  The rate of interest shall be
the applicable Crediting Rate.

     3.5  Payroll Taxes.  The Corporation shall ratably withhold
from that portion of the Participant's Base Salary or Bonus that
is not being deferred, any Payroll Taxes imposed on the
Participant with respect to any Deferral Amount, Additional
Deferred Compensation or Supplemental Deferred Compensation.  If
necessary, the Committee shall reduce the Deferral Amount in any
Plan Year in order to comply with this Section 3.5.

     3.6  Suspension of Election upon Financial Hardship.  If a
Participant believes he has experienced a Financial Hardship, the
Participant may request the Committee to suspend the
Participant's Deferral Election for the remainder of the Plan
Year in which the Financial Hardship occurs.  The Committee shall
grant the request if the Committee, in its sole discretion,
determines that the Participant has suffered a Financial
Hardship.

     3.7  Suspension of Election Upon Disability.  In the event
of the Disability of a Participant, the Committee shall
automatically suspend the Participant's Deferral Election for the
remainder of the Plan Year in which the Disability occurs
effective upon the determination of Disability.






                               Page 7


                            Section 4
                  Distributions Upon Retirement

     4.1  Distributions Upon Retirement.  The Account Balance of
a Participant who Retires shall be distributed in a lump sum or
in monthly installments over a period of 5, 10 or 15 years, as
the Participant shall have elected pursuant to Section 4.2.
Notwithstanding the foregoing, for purposes of the plan
established by Section 6A, the Participant may elect only between
receiving distributions in monthly installments over a period of
10 years or 15 years.

     4.2  Election of Method of Payment.  Each Participant, in
connection with his commencement of participation in the Plan,
must elect the manner in which he wishes to have his Account
Balance distributed upon Retirement.  As part of this election,
the Participant shall indicate whether he wishes the lump sum
payment to be made or the installment payments to commence (i) on
the first day of the third month following the date the
Participant Retires, or (ii) on the later of (A) the first day of
the third month following the date the Participant Retires or (B)
on the second day of the January next following the date the
Participant Retires.  The election shall be made on the form
prescribed by the Committee.  A Participant must make a separate
election with respect to the payment of supplemental deferred
compensation pursuant to Section 6A.  A Participant may change
his election to an allowable alternative method of payment any
time or any number of times by submitting a new election to the
Committee.  Any such change made prior to November 14, 2000 shall
be applicable only with respect to subsequent Deferral Elections.
Any change made on or after November 14, 2000 may apply to all
previous deferrals as well; provided, however, that if the event
which triggers the distribution occurs within one year of any
such change made on or after November 14, 2000, that change shall
be totally null and void.  Effective November 14, 2000, an
election made for purposes of the plan established by Section 6A
(including elections made prior to November 14, 2000) shall not
be irrevocable once made; and any change made on or after
November 14, 2000 shall be subject to the same rules as are
prescribed in the previous sentence.

     4.3  Calculation of Monthly Distributions.  If a Participant
elects to receive distributions in the form of monthly
installments, the distribution shall be made in the form of equal
monthly installments adjusted on an annual basis at the beginning
of each Plan Year to provide for annual amortization of the
remaining Account Balance over the remaining payment period with
interest at the Crediting Rate determined in accordance with
Section 1.11 hereof for the Plan Year.  Each monthly installment
shall be one-twelfth of the annual payment.



                               Page 8


                            Section 5
             Distributions Other than Upon Retirement

     5.1  Distributions After Lapse of Years. (a)  In connection
with each Deferral Election, a Participant may also elect to
receive a distribution of that portion of his Account Balance
equal to the Deferral Amount for that Plan Year plus any interest
credited thereon after the lapse of seven (7) or more Plan Years
as specified in the Election Form.  Effective for Deferral
Elections that relate to Plan Years beginning on or after
January 1, 2003, a Participant may elect to receive a
distribution of that portion of his Account Balance equal to the
Deferred Amount for that Plan Year plus any interest credited
thereon after the lapse of three (3) or more Plan Years as
specified in the Election Form.

          (b)  Any such distribution shall be made in a lump sum
no later than thirty (30) days after the lapse of the number of
Plan Years specified in the Election Form.  Notwithstanding any
provision herein to the contrary, no interest shall be credited
on the Account Balance for any period subsequent to the last day
of the last Plan Year in the lapse period.

          (c)  Effective November 6, 2001, a Participant who has
made a "lapse of years" election pursuant to this Section 5.1 may
change his election to an election to have his Account Balance
distributed upon Retirement under Section 4.2, in a lump sum or
in installments as permitted thereunder.  As part of such
election, the Participant shall indicate whether he wishes the
lump sum payment to be made or the installment payments to
commence (i) on the first day of the third month following the
date the Participant Retires, or (ii) on the later of (A) the
first day of the third month following the date the Participant
Retires or (B) on the second day of the January next following
the date the Participant Retires.  The election shall be made on
the form prescribed by the Committee.  The following additional
rules shall apply:

               (i)  Any such election to change a "lapse of
years" election shall only be effective if filed with the
Committee prior to the beginning of the final Plan Year of the
original specified period.

               (ii)  Notwithstanding the foregoing, if the
Participant retires within one (1) year of a change made under
this paragraph (c), that change shall be null and void.

               (iii)  If a Participant makes an election under
this paragraph (c) to change from a "lapse of years" election to
an election to have his Account Balance distributed upon
Retirement under Section 4.2, and the Participant thereafter
wants to make one or more subsequent changes thereto, any

                               Page 9


subsequent change shall be governed by and in accordance with the
provisions of Section 4.2, including the provision that if the
event which triggers the distribution occurs within one (1) year
of such change, that change shall be totally null and void.

     5.2  Distributions Upon Disability or Death of Participant.
Upon the Disability or death of a Participant, including a
Participant who has commenced receiving distributions of his
Account Balance, the Participant's entire Account Balance shall
be distributed to the Participant or, in the case of a deceased
Participant, to the Participant's Beneficiary in a lump sum.  If
the Participant's Account Balance at the time of Disability or
death exceeds $25,000, and the Participant has not commenced
receiving a distribution of his Account Balance at such time,
then, at the sole discretion of the Committee, the Participant's
Account Balance shall be distributed in 120 monthly installments
in the manner provided for in Section 4.3.  The lump sum
distribution shall be made, or the installment payments shall
commence, on the first day of the third month following the
determination of the Disability of the Participant or the death
of the Participant.

     5.3A  Distributions Upon Termination of Service.  Except as
otherwise provided in paragraph 5.3B below, in the case of a
Participant who has experienced a Termination of Service not
occasioned by Retirement, Disability or death, the entire Account
Balance of the Participant shall be distributed to the
Participant on the second day of the January next following the
date on which the Termination of Service occurs; provided,
however, that the Committee may, in its sole discretion,
authorize an earlier Distribution.  For purposes of the plan
established by Section 6A, the Account Balance of a Participant
who has experienced a Termination of Service not occasioned by
Retirement, Disability or death, shall be distributed in monthly
installments over a period of 10 years or 15 years (as elected by
the Participant) commencing on the second day of the January next
following the date on which the Termination of Service occurs
unless the Committee elects, in its discretion, to make an
earlier distribution.

     5.3B  Distributions Related to a Sale, Merger, et. al.  In
the case of a Participant who has experienced a Termination of
Service as a result of a sale, merger or other disposition by the
Company of an affiliated company or in the event of a disposition
by the Company of substantially all the assets of a line of
business, the Participant's Account Balance shall be distributed
as if he Retired at the time of his Termination of Service;
provided, however, that notwithstanding anything to the contrary
in Section 4.2, prior to the final closing of the sale, merger,
or other disposition of the affiliated company or line of
business, an affected Participant shall have the right to change


                               Page 10


his election under Section 4.2 to any form of distribution then
allowable under the Plan.  Any such change of election as to the
form of distribution shall apply to the Participant's entire
Account Balance.

     5.4  In-service Distributions Upon Financial Hardship.  If a
Participant believes he has experienced a Financial Hardship,
then, in addition to requesting a suspension of his Deferral
Election pursuant to Section 3.6, the Participant may also
request a distribution of part or all of the Participant's
Account Balance on account of Financial Hardship.  The Committee
may, in its sole discretion, grant the request provided, however,
that in no circumstances shall the amount of the distribution
from the Participant's Account Balance exceed the amount that the
Committee, in its sole discretion, determines is necessary to
satisfy the Financial Hardship.  If the Committee approves the
distribution, the distribution shall be made as soon as
practicable in the discretion of the Committee.

     5.5  In-service Withdrawals.  A Participant shall be
entitled to withdraw all of his Account Balance without regard to
Financial Hardship, provided, however, that if a Participant
elects an in-service withdrawal pursuant to this Section 5.5,
then immediately prior to such withdrawal: (i) the Participant's
Account Balance will automatically be reduced by (10%) of the
Participant's Account Balance, calculated as of the date of
withdrawal; and (ii) the Participant's Deferral Election for the
current Plan Year shall be suspended, and the Participant shall
not be eligible to make any additional Deferral Elections for a
period of twelve (12) months following the date of the
distribution.  The distribution shall be made within thirty (30)
days after the Participant provides the Committee with written
notice of his intent to withdraw his Account Balance and executes
a written acknowledgment of the reduction in his Account
Balance, the suspension of his Deferral Election for the balance
of the current Plan Year, and his ineligibility to make any
additional Deferral Elections for a period of twelve (12) months
as set forth above.

                            Section 6
                 Additional Deferred Compensation

     6.1  Additional Deferred Compensation.  The Corporation
shall pay Additional Deferred Compensation to each Participant in
an amount equal to 25% of the Participant's Deferral Amount for
such Plan Year, provided, however, that the Additional Deferred
Compensation payable to a Participant for any Plan Year shall not
exceed an amount equal to 2.5% of the Participant's Base Salary
and Bonus (or such lower percentage as the Corporation shall
determine) reduced by an amount equal to the maximum matching
contribution allowed for the Participant's benefit under the
Thrift Plan determined on the assumption that the Participant

                               Page 11


makes or has made the maximum elective contribution that he is
allowed to make under Section 402(g) of the Code and the terms of
the Thrift Plan.  Any Additional Deferred Compensation shall be
credited to the Account Balance of the Participant and shall be
treated as a Deferral Amount with respect to the Plan Year to
which it relates, and, as such, shall be governed by the Deferral
Election in effect for that Plan Year.  The Additional Deferred
Compensation shall be calculated within ninety (90) days after
the close of the Plan Year and shall be credited to the
Participant's Account Balance as of January 1 of the succeeding
Plan Year to each such Participant employed on said date.
Interest shall be credited on said amount thereafter in
accordance with Section 3.4.

     6.2  Other Benefits.  This Plan shall supplement and shall
not supersede, modify or amend any other plan or program
maintained by the Corporation except as may otherwise be
expressly provided.

                            Section 6A
                Supplemental Deferred Compensation

     6A.1  Supplemental Deferred Compensation.  The Corporation
shall pay Supplemental Deferred Compensation to each Participant
who is not also a participant in the SERP.  The amount of the
Supplemental Deferred Compensation shall be ten percent (10%) of
the amount by which the Participant's "W-2 Earnings" (as defined
in the Pension Plan) for the most recently concluded fiscal year
of the Pension Plan exceed the "Compensation Limit" set forth in
Section 401(a)(17) of the Code, as adjusted from time to time as
provided for in said Section 401(a)(17).  The Supplemental
Deferred Compensation shall be calculated within ninety (90) days
after the close of the Plan Year and shall be credited to the
Participant's Account Balance as of January 1 of the succeeding
Plan Year to each such Participant employed on said date.
Interest shall be credited on said amount thereafter in
accordance with Section 3.4.

     6A.2  Separate Treatment.  This Section 6A establishes a
separate and distinct plan for the payment of deferred
compensation, which Plan shall be governed by and administered in
accordance with the provisions of this Section and Sections 1,
2.1, 3.4, 3.5, 4.1, 4.2, 4.3, 5.2, 5.3A, 5.3B, 7, 8, 9, 10 and 11
hereof.  By way of example, and not by way of limitation:
Supplemental Deferred Compensation and the interest credited on
such Compensation shall be credited to a separate account; a
Participant shall be entitled to make a separate election as to
the distribution of his Account Balance attributable to
Supplemental Deferred Compensation; except as provided in Section
6A.5, a Participant in this Supplemental Plan will not be
entitled to receive a distribution of his Account Balance
attributable to this Plan until the time provided for in Section

                               Page 12


4.1, 5.2, 5.3A, or 5.3B; and a Participant who is otherwise
eligible to receive Supplemental Deferred Compensation hereunder
shall be entitled to continue to receive such compensation even
though the Participant does not elect to make deferrals in
accordance with Section 3 hereof, or even if the Participant is
ineligible to make any additional Deferral Elections for a period
of twelve (12) months following the date of distribution because
he has elected to take an in-service withdrawal pursuant to
Section 5.5.

     6A.3  Transfer of Benefits.  If an employee would be
eligible to participate in the Supplemental Plan established
pursuant to this Section 6A but for the fact that he participates
in the SERP, then he may elect to terminate his participation in
the SERP and thenceforth participate in this Plan.  If he so
elects, his initial Account Balance for purposes of this
Supplemental Plan shall be credited with the present value of his
accrued SERP benefits as determined in accordance with the
provisions of the SERP.  An employee shall be eligible to
transfer benefits pursuant to this Section 6A.3 even if the
employee does not elect to make deferrals under Section 3 hereof,
or even if the employee is ineligible to make any additional
Deferral Elections under Section 3 for a period of twelve (12)
months following the date of distribution because he has elected
to take an in-service withdrawal pursuant to Section 5.5.

     6A.4  Cash-out Option.  Notwithstanding any election by a
Participant to receive distributions in monthly installments, in
the discretion of the Committee, the remaining Account Balance of
a Participant who has commenced receiving distributions in
monthly installments shall be distributed in a single lump sum if
the monthly payment is less than $100 or the remaining Account
Balance is less than $10,000.  This cash-out option shall be
applicable only to the Supplemental Plan established pursuant to
this Section 6A.

     6A.5  In-service Withdrawals.  A Participant shall be
entitled to withdraw all of his Account Balance under this
Section 6A, provided, however, that if a Participant elects an
in-service withdrawal pursuant to this Section 6A.5, then
immediately prior to such withdrawal: (i) the Participant's
Account Balance will automatically be reduced by ten percent
(10%) of the Participant's Account Balance, calculated as of the
date of withdrawal; and (ii) the Participant shall not be
entitled to receive credit for the Supplemental Deferred
Compensation that would otherwise have been credited to his
Account Balance as of the January 1 following the date of the
distribution.  The distribution shall be made within thirty (30)
days after the Participant provides the Committee with written
notice of his intent to withdraw his Account Balance and executes
a written acknowledgment of the reduction in his Account Balance
and his ineligibility to receive credit for Supplemental Deferred

                               Page 13


Compensation that would otherwise have been credited to his
Account Balance as of the January 1 following the date of the
distribution, as set forth in this Section 6A.5.

                            Section 7
                     Beneficiary Designation

     7.1  Beneficiary.  Each Participant shall have the right, at
any time, to designate a Beneficiary (both primary as well as
contingent) to receive any distributions of the Participant's
Account Balance upon the death of the Participant.

     7.2  Beneficiary Designation.  A Participant shall designate
his Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee.  A
Participant shall have the right to change his Beneficiary
Designation by completing, signing and otherwise complying with
the terms of the Beneficiary Designation Form and the Committee's
rules and procedures.  Upon the acceptance by the Committee of a
new Beneficiary Designation Form, all prior Beneficiary
designations shall be cancelled.  No designation or change in
designation of a Beneficiary shall be effective until received
and accepted by the Committee.  The Committee shall be entitled
to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his death
except to the extent superseded by any applicable law or court
order.

     7.3  Failure to Designate Beneficiary.  If a Participant
fails to designate a Beneficiary as provided above or, if all
designated Beneficiaries predecease the Participant or die prior
to complete distribution of the Participant's Account Balance,
then the Participant's designated Beneficiary shall be deemed to
be his surviving spouse.  If the Participant has no surviving
spouse, the Participant's Account Balance shall be distributed to
the executor or personal representative of the Participant's
estate.

     7.4  Doubt as to Beneficiary.  If the Committee has any
doubt as to the proper Beneficiary to receive payments pursuant
to this Plan, the Committee shall have the right, exercisable in
its sole discretion, to cause the Corporation to withhold such
payments until this matter is resolved to the Committee's
satisfaction.









                               Page 14


                             Section 8
                     Termination or Amendment

     8.1  Termination.  The Board reserves the right, at any
time, to terminate the Plan as to any future deferrals or to
terminate the Plan in its entirety.  If the Plan is terminated
then all Account Balances shall be distributed in a cash lump sum
within 60 days of the effective date of such termination unless
the Corporation has established the trust referred to in Section
10.1 and such trust is funded by letter of credit or otherwise in
an amount not less than the aggregate Account Balances of all
Participants on the date of termination.

     8.2  Amendment. The Board may amend the Plan at any time, in
whole or in part; provided, however, that no amendment shall be
effective to (i) reduce a Participant's Account Balance in
existence on the effective date of the amendment or the
Corporation's obligation to fund or distribute such Account
Balance in the event of a termination of the Plan, or (ii) reduce
the Crediting Rate on any Account Balance existing on the
effective date of the Amendment.  A change in the time for
determining the Crediting Rate shall not be considered to be a
reduction in the Crediting Rate.  In the event of a Change in
Control, the additional restrictions on amendment set forth in
Section 11.2 shall also apply.  The Board may delegate the
authority to amend the Plan to a committee of the Board or to the
Committee.

                            Section 9
                          Administration

     9.1  Committee Duties.  This Plan shall be administered by
the Committee, which shall have the discretion and authority to
make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or
resolve any and all questions including interpretations of this
Plan, as may arise in connection with the Plan.  Members of the
Committee may be Participants under this Plan, provided, however,
that no Committee member shall participate in any decision in
which he has an interest other than an interest as a participant
in the Plan generally.  The decision or action of the Committee
with respect to any question arising out of or in connection with
the administration, interpretation and application of the Plan
and the rules and regulations promulgated hereunder shall be
final, conclusive and binding upon all persons having any
interest in the Plan.

     9.2  Agents.  The Committee may, from time to time, (i)
employ agents and delegate to them such administrative duties as
it sees fit and (ii) consult with counsel who may be counsel to
the Corporation.


                               Page 15


     9.3  Indemnity of Committee.  The Corporation shall
indemnify and hold harmless the members of the Committee, or any
of its agents, against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act
with respect to this Plan, except in the case of willful
misconduct.

     9.4  Information Requirement.  The Corporation shall supply
full and timely information to the Committee on all matters
relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death or Termination
of Service of any Participant, and such other pertinent
information as the Committee may reasonably require in order to
enable the Committee to perform its functions.

     9.5  Claims Procedures.  The Committee shall establish a
claims procedure under the Plan.  Any determination or action of
the Committee with respect to the administration of the Plan
shall be final, conclusive and binding on all persons interested
herein.

                            Section 10
                           Miscellaneous

     10.1  Unsecured General Creditor.  Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal
or equitable rights, interest or claims in any property or assets
of the Corporation.  Any and all of the Corporation's assets
shall be, and remain, the general, unpledged, unrestricted assets
of the Corporation.  The Corporation's obligation under the Plan
shall be merely that of an unfunded and unsecured promise to pay
money in the future.  The Corporation intends to establish a
trust for the purposes of providing Participants with assurance
that the Corporation's obligations under this Plan will be
honored.  Under the terms of the trust, however, any assets
placed in trust shall continue to be available to the creditors
of the Corporation in the event of the Corporation's bankruptcy
or insolvency, and, accordingly, the rights of Participants, and
their Beneficiaries, heirs, successors and any other person
claiming by or through them, shall be and remain those of an
unsecured general creditor notwithstanding the establishment of
such a trust.  It is the intention of the Corporation that the
Plan be unfunded for tax purposes and for purposes of Title I of
the Employee Retirement Income Security Act of 1974, as amended
("ERISA").

     10.2  Corporation's Liability.  The Corporation shall have
no obligation to a Participant or his Beneficiary under the Plan
except as expressly provided in the Plan and the Participant's
Plan Agreement.



                               Page 16


     10.3  Nonassignability.  A Participant's rights, and the
rights of any Beneficiary or other person hereunder, to benefit
payments under the Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the
Participant, the Participant's Beneficiary, or any such other
person.  Accordingly, neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate
or convey in advance of actual receipt, the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights
to which are expressly declared to be unassignable and non-
transferable.  No part of the amounts payable shall, prior to
actual payment, be subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance
owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

     10.4  Not a Contract of Employment.  The terms and
conditions of this Plan shall not be deemed to constitute a
contract of employment between the Corporation and the
Participant.  Such employment is hereby acknowledged to be an "at
will" employment relationship that can be terminated at any time
unless expressly provided in a written employment agreement.
Nothing in this Plan shall be deemed to give a Participant the
right to be retained in the service of the Corporation, or to
interfere with the right of the Corporation to discipline or
discharge the Participant at any time.

     10.5  Furnishing Information.  As a condition to
participation, each Participant agrees to cooperate with the
Committee by furnishing any and all information requested by the
Committee and take such other actions as may be requested in
order to facilitate the administration of the Plan, including but
not limited to taking such physical examinations as the Committee
may deem necessary.

     10.6  Terms.  Whenever any words are used herein in the
singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in
all cases where they would so apply.  Any reference to the
masculine gender shall be deemed to include the feminine gender
as well.

     10.7  Captions.  The captions in the articles, sections and
paragraphs of this Plan are for convenience only and shall not
control or affect the meaning or construction of any of its
provisions.




                               Page 17


     10.8  Governing Law.  The provisions of this Plan shall be
construed and interpreted according to the laws of the State of
Connecticut.

     10.9  Notice.  Any notice or filing required or permitted to
be given to a Participant under this plan shall be sufficient if
in writing and hand delivered or sent by mail to the last known
address of the Participant.  Any notice or filing required or
permitted to be given to the Committee under this Plan shall be
sufficient if in writing and hand delivered, or sent by
registered or certified mail, to:

          Kaman Corporation
          P.O. Box 1
          Bloomfield, CT 06002

          Attention: Deferred Compensation Plan Committee

Such notice shall be deemed given as of the date of hand delivery
or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.

     10.10  Successors.  The provisions of this Plan shall bind
and inure to the benefit of the Corporation and its successors
and assigns and the Participant, the Participant's Beneficiaries,
and their permitted successors and assigns.

     10.11  Validity.  In case any provision of this Plan shall
be illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or
invalid provision had never been inserted herein.

     10.12  Incompetency.  If a distribution under this Plan is
payable (i) to a minor, or (ii) to a person the Committee
determines in its discretion to be incompetent or incapable of
handling the disposition of that person's property, the Committee
may direct payment of such benefit to the guardian, legal
representative or person having the care and custody of such
minor, incompetent or incapable person.

     10.13  Distribution in the Event of Taxation.  If, for any
reason, all or any portion of a Participant's benefit under this
Plan becomes taxable to the Participant prior to receipt, a
Participant may request that the Committee distribute a portion
of the Participant's Account Balance sufficient to meet the
Participant's tax liability (including additions to tax,
penalties and interest).

     10.14  Effect of Payment.  The full payment of a
Participant's Account Balance to the person the Committee
determines is the proper person to receive the distribution shall

                               Page 18


completely discharge all obligations to the Participant under
this Plan and the Participant's Plan Agreement shall terminate.

                           Section 11
                        Change in Control

     11.1  Contributions to Rabbi Trust.  (a)  In the event of a
Change in Control, as defined herein, the Corporation shall have
the obligation to make contributions to the Kaman Corporation
Deferred Compensation Plan Trust Agreement, and shall make
contributions to the Trust in cash, in an amount sufficient to
cause the Trust Fund to equal at least the amount of all benefits
accrued under the Plan for Participants and beneficiaries thereof
as of the Change in Control.  Such contribution shall be made on
or before the occurrence of such Change in Control.

     (b)  Thereafter, on at least an annual basis (the "valuation
date"), the Corporation shall have the obligation to make
additional contributions to the Kaman Corporation Deferred
Compensation Plan Trust Agreement, and shall make such additional
contributions to the Trust in cash, in an amount sufficient to
cause the Trust Fund to equal at least the amount of all benefits
accrued under the Plan for Participants and beneficiaries thereof
as of such valuation date.  Any such contribution shall be made
within ten (10) days of such valuation date.  The first valuation
date must be at or within twelve (12) months of the date the
Change in Control occurred.

     (c)  If the Corporation fails to satisfy any of the
requirements of paragraphs (a) or (b) of this Section 11.1, the
Plan will automatically terminate and notwithstanding anything to
the contrary contained in Section 8.1 or elsewhere in the Plan,
all accrued benefits under the Plan will be paid out immediately
in lump sum payments to Participants and beneficiaries of
deceased Participants.

     11.2  Restrictions on Amendment.  In the event of a Change
in Control, as defined herein, then in addition to any other
protections provided in Section 8.2, the Plan may not be amended
in any way that would have an adverse effect upon the calculation
or payment of the benefits hereunder of any current Participant
or any Participant receiving distributions which have accrued as
of the date of such amendment.

     11.3  Change in Control Defined.  As used herein, the term
"Change in Control" means the first to occur of any of the
following events:

     (a)  Any "person" (as that term is used in Section 13 and
14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act"))
is or becomes the beneficial owner (as that term is used in
Section 13(d) of the Exchange Act), directly or indirectly, of

                               Page 19


50% or more of Kaman Corporation's capital stock entitled to vote
in the election of directors (a "Change in Ownership"); provided,
however, that a Change in Ownership shall not result in a Change
in Control unless within the two year period following the
particular Change in Ownership there is also a change in the
members of the Board of Directors of Kaman Corporation such that
those persons serving as directors of Kaman Corporation
immediately prior to the Change in Ownership cease to represent
at least one-half of the members of the Board of Directors of
Kaman Corporation.

     (b)  Any consolidation or merger of Kaman Corporation, other
than a merger of Kaman Corporation in which the holders of the
common stock of Kaman Corporation immediately prior to the merger
hold more than 50% of the common stock of the surviving
corporation immediately after the merger.

     (c)  The shareholders of Kaman Corporation approve any plan
or proposal for the liquidation or dissolution of Kaman
Corporation; or

     (d)  Substantially all of the assets of Kaman Corporation
are sold or otherwise transferred to parties that are not within
a "controlled group of corporations" (as defined in Section 1563
of the Internal Revenue Code of 1986, as amended) in which Kaman
Corporation is a member.

     (e)  It is the intent of the Corporation that this
definition be identical to the definition of Change in Control
set forth in the Kaman Corporation Deferred Compensation Plan
Trust Agreement.

     IN WITNESS WHEREOF, the Corporation has signed this Amended
and Restated Plan document on this 12th day of November, 2002.

                                      KAMAN CORPORATION
                                      By /s/ Robert M. Garneau
                                         Robert M. Garneau
                                      Its Executive Vice
                                          President and CFO













                               Page 20

























































...
                          Exhibit 10e(ii)
                         SECOND AMENDMENT

                        KAMAN CORPORATION
                         CASH BONUS PLAN
           (Amended and Restated as of January 1, 2002)


     WHEREAS, Kaman Corporation (the "Corporation") has previously
adopted a Cash Bonus Plan (Amended and Restated as of January 1,
2002) and a First Amendment thereto dated February 12, 2002
(collectively, the "Plan"); and

     WHEREAS, the Board of Directors of the Corporation approved a
further amendment to the Plan on November 12, 2002 to provide that
the Plan formula applicable to corporate management utilize the
Russell 2000 index alone rather than in combination with the S&P
600 as it appears that the Corporation's structure is more
closely aligned with the Russell index;

     NOW THEREFORE, the Plan is amended as follows:

     1.  Section 7 of the Plan is hereby deleted and replaced in
its entirety by the following:

7.  Performance Objectives for Corporate Participants.
    a.  Applicability.  The provisions of this Section 7
shall apply to Corporate Participants, i.e. Participants who are
employed by Kaman Corporation at its headquarters location.
Furthermore, the provisions of Section 6 hereof shall not apply
to Corporate Participants.

     b.  In General.  The Modified Target Bonus Opportunity for
Corporate Participants shall be calculated solely based upon the
consolidated performance of the Company, using growth in earnings
per share ("EPS Growth") and return on total capital ("ROI") as
the financial performance goals.  Financial performance is
determined by comparing the EPS Growth and ROI performance of the
Company for the applicable Award Year with the comparable number
for the Russell 2000 index averaged over the prior 5 year period.
For example, for Award Year 2002, the numbers for the Company for
EPS Growth and ROI will be compared to comparable numbers for EPS
Growth and ROI for the Russell 2000 index averaged for 1997 -
2001.  This Section 7 describes the approach to be followed in
determining the Modified Target Bonus Opportunity for Corporate
Participants.  Without limiting the authority provided by Section
10(b), the Plan Administrators are authorized to prescribe
reasonable rules of operation and to resolve any ambiguities or
matters of interpretation, provided such rules and
interpretations are consistent with the approach provided herein.



                               Page 1


Furthermore, the Personnel and Compensation Committee is
authorized to include or exclude special items in determining the
Company's EPS Growth and/or ROI performance, provided that the
approach taken is followed consistently from year to year.

     c.  EPS Growth.  The EPS Growth for the Company for the
Award Year will be calculated.  Calculation of average EPS Growth
for the Russell 2000 for the prior five (5) years shall also be
made. Percentile rankings shall be developed.  The Personnel and
Compensation Committee shall establish percentages of initial
target bonus opportunity earned for EPS Growth corresponding to
the various percentile rankings.  The percent of the Initial
Target Bonus Opportunity earned for EPS Growth for an Award Year
shall be determined by the Plan Administrators based upon the
percentile ranking of the Company.

     d.  Return on Total Capital.  The ROI for the Company for
the Award Year will be calculated.  Calculations of average ROI
for the Russell 2000 for the prior five (5) years shall also be
made. Percentile rankings shall be developed.  The Personnel and
Compensation Committee shall establish percentages of initial
target bonus opportunity earned for ROI corresponding to the
various percentile rankings.  The percent of the Initial Target
Bonus Opportunity earned for ROI for an Award Year shall be
determined by the Plan Administrators based upon the percentile
ranking of the Company.

     e.  Percentile Calculations.  The percentile ranking of the
Company must be at least 25th for EPS Growth in order to generate
a percentage of initial target bonus opportunity earned for EPS
Growth.  The percentile ranking of the Company must be at least
25th for ROI in order to generate a percentage of initial target
bonus opportunity earned for ROI.  If the Company is in at least
the 75th percentile for either category (EPS Growth or ROI), it
will generate the maximum award with respect to that category.
The Personnel and Compensation Committee may, but shall not be
required to, extend the maximum award earned for either EPS
Growth or ROI, from 100% to a larger percentage.  In making
calculations and determinations hereunder, in no event will the
25th percentile for EPS Growth or ROI for the Russell 2000 5 year
average be considered to be less than zero.

     f.  Computation of Modified Target Bonus Opportunity.  The
percentages of Initial Target Bonus Opportunity earned for EPS
Growth and ROI, determined in accordance with the foregoing,
shall be added together.  This combined percentage may be greater
than 100%.  This combined percentage, when multiplied by a
Corporate Participant's Initial Target Bonus Opportunity, shall





                               Page 2


equal the Corporate Participant's Modified Target Bonus
Opportunity.

     2.  Effective Date.  This Amendment shall take effect
beginning with the 2003 Award Year.

     3.  Capitalized Terms.  Capitalized terms not defined herein
shall have the meaning ascribed to them in the Plan.

     4.  Full Force and Effect.  Except as modified and amended
by this document, the Plan remains in full force and effect.

     IN WITNESS WHEREOF, Kaman Corporation has caused this Second
Amendment to be executed this 21st day of March, 2003.


ATTEST:                           KAMAN CORPORATION

/s/ Candace A. Clark                 /s/ Robert M. Garneau
- ----------------------            By ----------------------------
                                     Its Executive Vice President
                                         & CFO































                               Page 3

























































...
                                   EXHIBIT 11
                       KAMAN CORPORATION AND SUBSIDIARIES
                     EARNINGS (LOSS) PER SHARE COMPUTATION

The computations and information required to be furnished in this
Exhibit appear in the Computation of Earnings (Loss) per Share
section of the Corporation's Annual Report to Shareholders, which
is filed herein as Exhibit 13 to this report, and such section is
incorporated herein by reference.







































































































EXHIBIT 13      (IN THOUSANDS EXCEPT PER       Five-Year Selected Financial Data
SHARE AMOUNTS, SHAREHOLDERS AND EMPLOYEE      KAMAN CORPORATION AND SUBSIDIARIES


                           2002      2001        2000       1999        1998
- --------------------------------------------------------------------------------
                                                      
OPERATIONS:
   Net sales            $ 880,776  $ 875,869  $1,031,234  $ 995,404  $1,017,124
   Cost of sales          723,243    673,782     774,264    751,291     756,057
   Selling, general and ad-
     ministrative expense 199,453    188,752     202,319    201,807     210,969
   Restructuring costs      8,290         --      (1,680)     4,132          --
   Other operating
     expense (income)      (1,302)    (1,076)     (1,092)    (1,773)     (1,465)
   Operating income (loss)(48,908)    14,411      57,423     39,947      51,563
   Interest expense
     (income), net          2,486        623      (1,660)    (1,614)       (353)
   Other expense
     (income), net           (468)    (1,876)      1,363      1,088       1,558
   Earnings (loss) before
     income taxes         (50,926)    15,664      57,720     40,473      50,358
   Income taxes (benefit) (17,325)     3,950      20,800     15,400      20,350
   Net earnings (loss)    (33,601)    11,714      36,920     25,073      30,008

FINANCIAL POSITION:
   Current assets       $ 414,245  $ 442,651   $ 482,000  $ 460,111  $  516,504
   Current liabilities    157,094    141,260     173,342    168,374     228,975
   Working capital        257,151    301,391     308,658    291,737     287,529
   Property, plant and
     equipment, net        61,635     60,769      63,705     64,332      65,773
   Total assets           535,540    521,946     553,830    534,203     587,230
   Long-term debt          60,132     23,226      24,886     26,546      28,206
   Shareholders' equity   291,947    333,581     332,046    316,377     309,494

PER SHARE AMOUNTS:
   Net earnings (loss)
     per share - basic  $   (1.50)  $    .52    $   1.61  $    1.07    $   1.28
   Net earnings (loss)
     per share - diluted    (1.50)       .52        1.57       1.05        1.23
   Dividends declared         .44        .44         .44        .44         .44
   Shareholders' equity     13.00      14.97       14.92      13.68       13.07
   Market price range       18.81      19.50       17.75      16.13       20.38
                             9.42      10.90        8.77      10.06       13.00

AVERAGE SHARES OUTSTANDING:
   Basic                   22,408     22,364      22,936     23,468      23,407
   Diluted                 22,408     23,649      24,168     24,810      25,235
GENERAL STATISTICS:
   Registered shareholders   5,634     5,869       6,136      6,522       6,921
   Employees                 3,615     3,780       3,825      4,016       4,276
- --------------------------------------------------------------------------------

                               Page 1



Management's Discussion and Analysis
of Financial Condition and Results of Operations
KAMAN CORPORATION AND SUBSIDIARIES

RESULTS OF OPERATIONS

Consolidated net sales for 2002 were $880.8 million compared to
$875.9 million for 2001 and approximately $1 billion for 2000.
Net sales for 2002 were reduced by $6.5 million as part of a
25.0 million pre-tax charge taken in the second quarter for cost
growth associated with the Australia SH-2G (A) program in the
Aerospace segment. Results for 2002 were also adversely affected
by weak economic conditions in the commercial aerospace and
industrial markets, which are served by the Corporation's
Aerospace and Industrial Distribution segments. Net sales for
2001 were reduced by $31.2 million due to sales and pre-tax
earnings adjustment taken in the second quarter of that year,
principally related to cost growth in the Australia helicopter
program.

The total 2002 second quarter pre-tax charge was $86.0 million
(of which $52.7 million was non-cash), which included the
Australia program charge described above; the write-down of K-MAX
helicopter assets,  principally inventories; and the anticipated
costs to phase out operations at the Corporation's Moosup,
Connecticut manufacturing facility by the end of 2003.

Results for 2001 were adversely impacted by the above-described
adjustment as well as a continuing national economic decline that
affected each of the corporation's business segments, but
particularly the Industrial Distribution segment.

Aerospace segment net sales decreased by 8.5% in 2002 and 21.0%
in 2001 compared to an increase of 2.7% in 2000. Net sales for
2002 were $275.9 million (including $20.0 million from
acquisitions made during 2002 and 2001) compared to $301.6
million for 2001 (the 2001 acquisition occurred in December so no
sales from acquisitions are included for 2001).  The decrease in
2002 is due to the second quarter charge, declining revenues from
the New Zealand SH-2G program (which is essentially completed)and
the Australia SH-2G program (which is nearing completion), and
lack of new SH-2G and K-MAX helicopter sales. Excluding the
impact of the Australia program adjustments in both years, 2002
net sales would have been $282.4 million compared to $332.8
million for 2001.

The Aerospace segment's programs include helicopter manufacturing
along with spare parts and support (currently approximately 31%
of this segment's sales compared to approximately 41% a year
ago); aerostructure and helicopter subcontract work as well as
manufacture of components such as self-lubricating bearings and
driveline couplings for aircraft applications (currently about

                               Page 2


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

48% of segment sales compared to about 42% a year ago); and
advanced technology products (approximately 21% of segment sales
compared to 17% a year ago).

The corporation's helicopter programs include the SH-2G multi-
mission maritime helicopter and the K-MAX medium-to-heavy
external lift helicopter.  The SH-2G helicopter represents the
vast majority of the segment's helicopter program sales and
generally consists of retrofit of the corporation's SH-2F
helicopters to the SH-2G configuration or refurbishment of
existing SH-2G helicopters. The SH-2, including its F and G
configurations, was originally manufactured for the U.S. Navy.
The SH-2G aircraft is currently in service with the Egyptian Air
Force and New Zealand Navy.

Work continues on the SH-2G (A) program for Australia which
involves eleven helicopters with support, including a support
services facility, for the Royal Australian Navy (RAN). The total
contract has an anticipated value of about $711 million (US). The
helicopter production portion of the program is valued at
approximately $590 million, of which about 91% has been recorded
as sales through December 31, 2002. As a result of the $25.0
million charge taken in the second quarter of 2002, the
corporation  eliminated the $6.5 million profit element of
previously recorded sales and recognized pre-tax loss accruals of
$18.5 million for anticipated cost growth associated with
completion of the aircraft, and final integration and testing of
the aircraft's Integrated Tactical Avionics System (ITAS)
software, a feature unique to the Australian aircraft. An
additional loss accrual was recognized in the fourth quarter of
2002 in recognition of the impact of higher overhead rates across
all active programs.

Ten of the aircraft are substantially complete; the corporation
has retained the eleventh aircraft for test purposes. All of the
aircraft lack the full ITAS software because the corporation was
required to select replacement subcontractors to complete ITAS
software development as a result of a contract dispute settlement
with the original software supplier. The replacement sub-
contractors are in the process of completing this element of the
program and the corporation now has responsibility for aircraft
system integration (previously a subcontracted task). The
corporation and the RAN have recently reached agreement on a plan
for phased acceptance of the aircraft and completion of aircraft
deliveries. Under the agreement, phased acceptance is contingent
upon the RAN's satisfaction with the company's progress with
respect to certain important project milestones during 2003.
The corporation currently expects that the software will be

                               Page 3


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

fully completed, installed and operational on all of the
Australia aircraft by the end of 2004.

The program for New Zealand, involving five aircraft with support
to serve the Royal New Zealand Navy, is essentially complete as
the fifth and final aircraft has now been shipped to New Zealand.
The contract has an anticipated value of about $189 million (US),
of which about 98% has been recorded as revenue through December
31, 2002.

The corporation is continuing work on a small contract to
refurbish four existing SH-2G aircraft previously in service with
the U.S. Navy Reserves to operate aboard two Polish Navy frigates
in multi-mission roles such as surface surveillance and anti-
submarine warfare. The program involves reactivation of the
aircraft, training, and logistics support, including delivery of
initial spares components.  Reactivation of two aircraft was
completed in the fourth quarter of 2002 and they have been
accepted. Reactivation of the other two aircraft is underway and
is scheduled for completion by the end of 2003.

The corporation is also participating in a competition to supply
up to six search and rescue helicopters to Egypt, proposing to
supply remanufactured SH-2Gs for that requirement. The
corporation's involvement in this process began in early 1999.

Based upon discussions with Egyptian officials during recent
visits, management believes that the selection process is being
further delayed and is not likely to result in an award
announcement in 2003.

The corporation is actively pursuing other opportunities for the
SH-2G helicopter in the international defense market. This market
is highly competitive and heavily influenced by economic and
political conditions. However, management continues to believe
that the aircraft is in a good competitive position to meet the
specialized needs of navies around the world that operate smaller
ships for which the SH-2G is ideally sized.

The corporation also maintains a consignment of the U.S. Navy's
inventory of SH-2 spare parts under a multi-year agreement that
provides the corporation the ability to utilize certain inventory
for support of its SH-2G programs.

Regarding the K-MAX helicopter program, based upon a market
evaluation of the aircraft that followed several years of
significant market difficulties for the program, management made
a determination in the second quarter of 2002 that it would

                               Page 4


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

produce further aircraft only upon firm order by a customer and
would pursue both a sale and short-term lease program for
existing new and used K-MAX aircraft inventory. During 2002,
three used aircraft were leased and two used aircraft (one of
which had been under lease) were sold under that program. In
connection with the decision made in the second quarter, the
corporation wrote down the value of existing aircraft, excess
spare parts, and equipment inventories ($46.7 million for
inventories and $3.3 million for capital equipment).  Development
costs for the aircraft were expensed in the past. On a going
forward basis, the corporation intends to maintain adequate
inventories and personnel to support the fleet.

Also included in the second quarter 2002 pre-tax charge was $11.0
million for the cost of phasing out the corporation's aircraft
manufacturing plant in Moosup, Connecticut, by the end of 2003.
This is the oldest and least efficient of the corporation's
facilities and the work performed there will be relocated to
other company facilities. The charge represents severance costs
of about $3.3 million at the Moosup and Bloomfield, Connecticut
locations which is expected to involve the separation from
service of approximately 400 employees (of which $696 thousand
had been paid for 119 such separations as of December 31, 2002);
asset write-offs of about $2.7 million; and $5.0 million for
the cost of closing the facility (including costs associated with
an ongoing voluntary environmental remediation program). An
additional $8.3 million of ongoing pre-tax costs are expected to
be expensed as incurred for moving machinery and re-certifying
products and processes.

The Aerospace segment also performs aerostructure and helicopter
subcontract work for a variety of aerospace manufacturers and
produces proprietary self-lubricating bearings. This business
continues to be an  area of strategic emphasis for the
corporation; however, performance was adversely affected by
weakness in the commercial aerospace market during 2002.

Aerostructures subcontract work involves commercial and military
aircraft programs. Current programs include production of wing
structures for virtually all Boeing commercial aircraft and the
C-17 military transport. In the third quarter of 2002, the
corporation received a follow-on contract from Boeing for C-17
structural components. The contract runs through June 2007 and
has a potential value of $67.5 million. During the second quarter
of 2002, the corporation received a new contract from Boeing
related to the production and fabrication of an additional group
of subassemblies that will become part of aircraft fuselages,
wings and tail structures for the Boeing 747, 757, 767 and 777

                               Page 5


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

families of commercial airplanes. Under this new contract, the
Aerospace segment will receive and assemble parts from other
suppliers and ship higher-level assemblies to     Boeing.

Helicopter subcontract work involves commercial helicopter
programs.  Current work includes multi-year contracts for
production of fuselages and rotor systems for various MD
Helicopters, Inc. (MDHI) aircraft. Total orders received from
MDHI continue to run at significantly lower rates than
originally anticipated due to lower than expected demand. MDHI
has publicly indicated that aircraft deliveries during 2002 were
adversely affected by technical difficulties with respect to
certain MD Explorer programs and export financing issues with one
MD 600 program. The corporation has developed a large investment
in its contracts with MDHI (including receivables, start-up
costs, and other program expenditures) and has experienced
difficulty with receipt of payments from MDHI. Management is
concerned about this exposure and is working with MDHI in an
effort to address their payment issues.

The segment manufactures proprietary self-lubricating bearings
used in aircraft flight controls, turbine engines and landing
gear and produces driveline couplings for helicopters. This
business continues to be affected by the drop-off in commercial
and regional aircraft manufacturing, although the effect has been
offset to some degree by increases in commercial aftermarket and
military programs. In late July 2002, the corporation acquired
RWG Frankenjura-Industrie Flugwerklager GmbH ("RWG"), a privately
held German aerospace bearing manufacturer. RWG complements the
corporation's proprietary line of bearings and provides a
presence in European aerospace markets. RWG had net sales of
about US $10 million in 2001 and its largest customer is Airbus
Industrie.

The Aerospace segment also produces advanced technology products
and this portion of the segment's business is benefiting from
increased defense spending. These products involve systems,
devices and assemblies for a variety of military and commercial
applications, including safe, arm and fuzing devices for several
missile and bomb programs; high reliability memory systems for
airborne, shipboard, and ground-based programs; precision non-
contact measuring systems for industrial and scientific use; and
electro-optic systems for mine detection and other applications.

Advanced technology products is also an area of strategic
emphasis for the corporation. In July 2002, the corporation
completed its acquisition of the assets and certain liabilities
of Dayron, (a division of DSE, Inc.) a weapons fuze manufacturer,

                               Page 6


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

located in Orlando, Florida.  Dayron manufactures bomb fuzes for
a variety of munitions programs, and has the contract to develop
a fuze for the U.S. Air Force and Navy Joint Programmable Fuze
(JPF) program. As a result of qualification test results received
during the first quarter of 2003, the corporation is evaluating
the need for certain changes to the fuze and its production
process.  In addition, a new government requirement has been
identified for which the corporation expects to receive a
contract modification in the near term.  Management currently
expects to complete changes, if any, and resume final
qualification testing by early in the third quarter of 2003.

In the third quarter of 2002, the corporation was selected to
participate on a Northrop Grumman-led team for a U.S. Navy
program to design and develop the Rapid Airborne Mine Clearance
System, a helicopter-borne clearance capability system for near
surface and surface moored sea mines that will provide airborne
mine defense for carrier battle groups and amphibious ready
groups. The corporation will be responsible for the laser-based
target sensor subsystem development. The 36-month subcontract is
valued at approximately $7.6 million. In October of 2002, the
corporation was selected to participate with the University of
Arizona to build a collimator used for testing large optical
systems in a vacuum environment. The corporation's portion of the
five-year contract is valued at about $12.8 million, with the
majority of the work expected to occur in 2003.

The corporation has sold two non-core portions of the Aerospace
segment.  Specifically, in the second quarter of 2002, the
corporation sold its microwave products line. That product line
was associated with the former Kaman Sciences Corp. subsidiary
which was sold in 1997. Microwave product sales were about $7.5
million in 2001.  In January 2003, the corporation sold its
Electromagnetics Development Center (EDC), an electric motor and
drive business that had sales of approximately $14 million in
2002.  The EDC is part of the industry team selected by the U.S.
Navy to design the integrated electric drive system for the
Navy's DD(X) next generation surface vessel.

During 2002, a common lean thinking methodology was adopted in
manufacturing and office environments across the segment and
results have included elimination of production time and parts
travel, and required square footages for the segment's
activities.  The application of lean thinking principles
continues.

Industrial Distribution segment net sales increased 5.2% for 2002
compared to a decrease of 12.9% for 2001 and an increase of 3.1%

                               Page 7


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

for 2000.  Net sales for 2002 were $477.2 million (including
$38.0 million from acquisitions made during 2002 and 2001)
compared to $453.7 million in 2001 (including $8.0 million from
acquisitions made in 2001).

Since the segment's customers include nearly every sector of U.S.
industry, this business is influenced by industrial production
levels and has been adversely affected by conditions in the
manufacturing sector that have existed since late 2000. These
difficult economic conditions are continuing, however cost
reduction activity has helped the segment to remain profitable to
date. Management believes that when economic recovery occurs,
this segment will be in a good position to benefit due to its
lean operating posture.

In executing the segment's strategy to expand its geographic
coverage through both acquisitions and internal growth, the
segment acquired a majority of the assets and certain liabilities
of A-C Supply, Inc., located in the upper Midwest, in 2001 and a
60% equity interest in Delamac de Mexico S.A. de C.V. "Delamac"),
a leading distributor of industrial products headquartered in
Mexico City, in the first quarter of 2002. These acquisitions
expand the segments presence into new geographical areas and
improve its ability to serve national account customers. In
addition, during 2002, the segment opened two locations in
Roanoke and Lynchburg, Virginia and one location in Omaha,
Nebraska.

During 2002, the segment launched a new, updated version of its
e-commerce website. The new site provides a computer-to-computer
link that features a complete electronic catalog, allowing
on-line ordering and payment, and supporting inventory
management. This website increases customer convenience and
reduces paperwork and costs.

In the past, the Industrial Distribution segment has been one of
numerous defendants in a few "John Doe" type legal proceedings,
and generally relating to parts allegedly supplied to the U.S.
Navy's shipyard in San Diego, California by a predecessor company
over 25 years ago, that may have contained asbestos. The
corporation settled those few claims for nominal amounts with
contribution by insurance carriers. In the third quarter of 2002,
however, the corporation experienced an increase in such claims.
Management believes that the Industrial Distribution segment has
good defenses to these claims, which it intends to assert and
does not currently expect that this situation will have a
material adverse effect on the corporation.


                               Page 8


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

Music Distribution segment net sales increased 5.9% in 2002
compared to a decrease of 6.2% in 2001 and an increase of 8.6% in
2000.  Net sales for 2002 were approximately $127.7 million
(including $3.7 million from a 2002 acquisition) compared to
$120.6 million in 2001.

The segment had good results for 2002 reflecting the sustained
levels of consumer spending in the music retail market. In
October 2002, this segment acquired Latin Percussion, Inc., a
leading global distributor of a wide range of Latin hand
percussion instruments. Latin Percussion's net sales for 2001
were about $20.8 million. Management considers this acquisition
to be a strong addition to the segment's existing line of brand
name percussion instruments, including Toca, Gretsch, and Sabian.

In the third quarter of 2002, one of the Music Distribution
segment's larger chain store customers, Mars Music, filed for
Chapter 11 bankruptcy protection. The corporation's exposure as
an unsecured creditor has been reserved for.

The corporation's segments, in total, had a net operating loss of
$35.7 million in 2002 compared to operating profits of $26.3
million for 2001 and $74.6 million in 2000. The 2002 results
reflect difficult economic conditions and include the second
quarter pre-tax charge of $86.0 million described earlier.
Excluding the 2002 charge, operating profits would have been
$50.3 million. The 2001 results include the $31.2 million second
quarter sales and pre-tax earnings adjustment also described
earlier and reflect lower revenues in the Australia and New
Zealand SH-2G helicopter programs as well as lower sales in the
Industrial Distribution segment due to economic conditions.
Excluding the Aerospace segment adjustment, operating profits for
all the corporation's segments would have been $57.5 million for
2001. Results for 2000 reflect good earnings performance on the
part of each business segment and an add-back of $1.7 million of
the 1999 charge in the Industrial Distribution segment that was
unused.

For the year 2002, the Aerospace segment had an operating loss of
$55.2 million, primarily due to the previously described charge.
Excluding the charge, segment operating profits would have been
$30.8 million for 2002.  In 2001, the segment had operating
profits of $6.5 million.  Excluding the 2001 adjustment, segment
operating profits would have been $37.7 million for the year.
The lack of new helicopter production orders, in combination
with the wind down of the New Zealand and Australia SH-2G
programs and weakness in the commercial aerospace market, has
necessitated significant measures as the segment attempts to

                               Page 9


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

bring operating overheads in line with a lower business base.
These steps have included the charge already described to phase
out operations at the Moosup, Connecticut production facility and
continuing reduction in the segment's workforce. As a result
of lower production levels, overhead expenditures must be
absorbed at higher rates by active programs, and in the fourth
quarter of 2002 these increased overhead rates resulted in higher
costs, lower program profitability and loss accruals for a few
long-term programs, including certain Boeing work, and a higher
loss accrual for the Australia SH-2G program. Industrial
Distribution segment operating profits for 2002 were $12.3
million, compared to $13.2 million the previous year, reflecting
the continued impact of weakness in the economy. Particularly in
this environment, the industry's practice of providing vendor
incentives was an important contributor to the segment's
operating profits. In addition, steps taken to reduce costs
throughout the segment helped to maintain its profitability in
2002. Music Distribution segment operating profits for 2002 were
$7.2 million compared to $6.6 million last year, reflecting the
Latin Percussion acquisition and continued consumer spending
in the music retail market.

Operating profits for the Aerospace segment were $6.5 million in
2001, a decrease from $44.2 million the prior year, reflecting
the sales and pre-tax earnings adjustment in the Aerospace
segment and lower revenues from the Australia and New Zealand
SH-2G helicopter programs. Operating profits for the Industrial
Distribution segment were $13.2 million in 2001 compared to $22.9
million the previous year.  Operating profits for the Music
Distribution segment were $6.6 million in 2001, compared to $7.4
million the previous year.

The corporation reported a net loss in 2002 of $33.6 million, or
$1.50 net loss per share diluted, compared to net earnings of
$11.7 million, or $0.52 per diluted share in 2001, and $36.9
million or $1.57 per diluted share in 2000. The 2002 and 2001
results each include the charges or adjustments previously
described. Excluding the 2002 Aerospace segment charge, net
earnings would have been $21.8 million or $0.96 per share
diluted. Excluding the 2001 Australia program adjustment, net
earnings would have been $30.5 million or $1.33 per share
diluted.  Net earnings for 2000 were affected positively by the
add-back of $1.7 million of the 1999 charge in the Industrial
Distribution segment that was unused.

Selling, general and administrative expenses for the year 2002
were higher than for 2001, principally due to acquisitions.  For
the year ended December 31, 2002, net interest expense increased,

                               Page 10


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

principally due to borrowings to fund acquisitions. For the year
ended December 31, 2001, interest expense exceeded interest
income due to the reduction of surplus cash. For the year ended
December 31, 2000, interest income earned from investment of
surplus cash more than offset interest expense.

Other income for the year ended December 31, 2002 includes a
pre-tax $1.9 million gain from the sale of the corporation's
microwave products line. Other income for the year 2001 included
gains from the sale of facilities of $2.7 million.

The tax benefit for the year 2002 is calculated at approximately
34% and represents the combined estimated federal and state tax
effect attributable to the second quarter loss. In the 2001
period, the corporation adjusted its estimated tax rate to 25
percent, primarily due to reduced tax considerations on the
Australian helicopter program. The consolidated effective tax
rate for 2000 was 36%.

The corporation has not been required to make a contribution to
its tax-qualified defined benefit pension plan since 2000. As a
result of market conditions, the corporation will be required to
expense approximately $4.6 million in 2003 and make a
contribution of $1.4 million for 2003, based upon the asset value
of the pension trust fund as of December 31, 2002.

In June 2001, the Financial Accounting Standards Board ("FASB")
issued Statements of Financial Accounting Standards No. 141,
"Business Combinations" ("SFAS 141"), and No. 142, "Goodwill and
Other Intangible Assets" ("SFAS 142"), which apply to the
corporation effective July 1, 2001 and January 1, 2002,
respectively. SFAS 141 requires all business combinations
initiated after June 30, 2001 to use the purchase method of
accounting. SFAS 142 discontinues the amortization of goodwill,
including goodwill recorded in past business combinations. The
corporation has adopted these statements in accordance with their
terms and that adoption did not have a material impact on the
corporation's consolidated results of operations or financial
position.

In 2001, the FASB also issued Statement of Financial Accounting
Standards No. 143, "Accounting for Obligations Associated with
the Retirement of Long-Lived Assets" ("SFAS 143"), and Statement
of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS
143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and provides
accounting guidance for legal obligations associated with the

                               Page 11


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

retirement of tangible long-lived assets. SFAS 143 is
effective in fiscal years beginning after June 15, 2002. The
corporation adopted SFAS 143 effective January 1, 2003 and that
adoption did not have a material impact on its consolidated
results of operations or financial position. SFAS 144
establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations.
The provisions of SFAS 144 are effective in fiscal years
beginning after December 15, 2001, and in general are to be
applied prospectively. The corporation has adopted SFAS 144
effective January 1, 2002 and that adoption did not have a
material impact on its consolidated results of operations or
financial position.

In June 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" ("SFAS 146"). SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity
be recognized when the liability is incurred. SFAS 146 also
requires that the initial measurement of a liability be at fair
value. SFAS 146 is effective for exit or disposal activities that
are initiated after December 31, 2002. The corporation adopted
SFAS 146 effective January 1, 2003 and that adoption did not have
a material impact on its consolidated results of operations or
financial position.

In December 2002, the FASB issued Statement of Financial
Accounting Standards No. 148, "Accounting for Stock-Based
Compensation - Transition  and Disclosure - an amendment of FASB
Statement No. 123" ("SFAS 148"). SFAS 148 amends FASB Statement
No. 123, "Accounting for Stock-Based Compensation" to provide
alternative methods for a voluntary change to the fair value
based method of accounting for stock-based employee compensation
and amends the disclosure requirements of Statement 123 in both
annual and interim financial statements. The provisions of SFAS
148 are effective in fiscal years ending after December 15, 2002.
The corporation has adopted the statement in accordance with its
terms and that adoption did not have a material impact on the
corporation's consolidated results of operations or financial
position.

CRITICAL ACCOUNTING POLICIES

The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
                               Page 12


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

of revenues and expenses during the reporting period.
Significant accounting policies are disclosed in the Notes
to Consolidated Financial Statements in the corporation's Annual
Report on Form 10-K for the year ended December 31, 2002. The
most significant current areas involving management judgments and
estimates are described below. Actual results could differ from
those estimates.

LONG-TERM CONTRACTS - REVENUE RECOGNITION

Sales and estimated profits under long-term contracts are
principally recognized on the percentage-of-completion method of
accounting, generally using either a ratio that costs incurred
bear to estimated total costs, after giving effect to estimates
of costs to complete based upon most recent information for each
contract, or units-of-delivery as the measurement basis for
effort accomplished. Reviews of contracts are made regularly
throughout their lives and revisions in profit estimates are
recorded in the accounting period in which the revisions are
made. Any anticipated contract losses are charged to operations
when first indicated.

ACCOUNTS RECEIVABLE

Trade accounts receivable consist of amounts billed and currently
due from customers. The allowance for doubtful accounts reflects
management's best estimate of probable losses inherent in the
trade accounts receivable balance. Management determines the
allowance for doubtful accounts based on known troubled accounts,
historical experience, and other currently available evidence.
Billed amounts for U.S. Government, commercial, and other
government contracts consist of amounts billed and currently due
from customers. Recoverable costs and accrued profit - not billed
for U.S. Government, commercial, and other government contracts
primarily relate to costs incurred on contracts which will become
billable upon future deliveries, achievement of specific contract
milestones or completion of engineering and service type
contracts.

INVENTORIES

Inventory of merchandise for resale is stated at cost (using the
average costing method) or market, whichever is lower. Contracts
and work in process, and finished goods are valued at production
cost represented by material, labor and overhead, including
general and administrative expenses where applicable. Contracts
and work in process, and finished goods are not recorded in
excess of net realizable values.

                               Page 13


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

GOODWILL AND OTHER INTANGIBLE
ASSETS ACCOUNTING

Goodwill and certain other intangible assets are no longer
required to be amortized but rather are evaluated at least
annually for impairment. The corporation utilizes discounted cash
flow models to determine fair value used in the goodwill and
other intangible asset impairment evaluations.  Management's
estimates of fair value are based upon factors such as projected
sales and cash flows and other elements requiring significant
judgments. The corporation utilizes the best available
information to prepare its estimates and perform impairment
evaluations; however, actual results could differ significantly,
resulting in the future impairment of recorded goodwill and other
intangible asset balances.

LIQUIDITY AND CAPITAL RESOURCES

For calendar year 2002, operating activities used a net of $11.2
million of cash. The Industrial Distribution segment was the
largest user of working capital during 2002, mostly due to growth
in receivables and inventories and reductions in accounts
payables. Cash flow for the year was generally not affected by
the $86.0 million second quarter Aerospace charges previously
described because $52.7 million of the charges were non-cash in
nature and $6.5 million consisted of a write-down of receivables.
Additionally, $8.3 million of the Moosup restructuring ($696
thousand of which had been spent for severances as of December
31, 2002) and the $18.5 million loss accrual attributable to the
Australia SH-2G program are expected to be spent in future
periods. The second quarter charges are expected to result in a
tax benefit of about 34 percent although much of the cash aspect
of this benefit will not be realized until 2003 and future
periods. During 2002, cash was used by investing activities
principally due to the acquisitions of Delamac, Dayron, RWG and
Latin Percussion and by the purchase of items such as machinery
and computer equipment.  This was offset to some degree by the
sale of the microwave products line.  Cash provided by financing
activities was primarily attributable to bank borrowings to fund
the acquisitions. This was partially offset by the payment of
dividends to shareholders.

For calendar year 2001, operating activities provided cash in the
amount of $20.1 million. These results were due primarily to net
reductions in accounts receivable in the Aerospace and Industrial
Distribution segments, including the $31.2 million sales and pre-
tax earnings adjustment in the Aerospace segment, and reductions
in inventories in the Distribution segment.  This was offset by

                               Page 14


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

decreases in accounts payable in the Aerospace and Music
Distribution segments and accrued expenses and payables
throughout each of the segments and by a reduction in advances on
contracts in the Aerospace segment. Other items include a
reduction in income taxes payable as well as an increase in other
current assets, which relate primarily to the tax benefits
associated with the adjustment and a net pension income item,
respectively. During the year 2001, cash was used in investing
activities for the A-C Supply asset acquisition, the Plastic
Fabricating Company, Inc. stock acquisition, and for the purchase
of items such as machinery and computer equipment, which usage
was offset somewhat by proceeds from the sale of assets. Cash
used by financing activities was primarily attributable to the
payment of dividends to common shareholders, and to a lesser
degree the sinking fund requirement for the corporation's
debentures (described below) and repurchase of the corporation's
Class A common stock pursuant to a repurchase program for use in
administration of the corporation's stock plans and general
corporate purposes.

The corporation had $30.8 million in surplus cash at December 31,
2001 with an average balance of $34.0 million for the year. These
funds were invested in high quality, short-term instruments.

For calendar year 2000, operating activities provided cash in the
amount of $8.4 million. Such activities were significantly
impacted by increases in accounts receivable for the Aerospace
segment's SH-2G helicopter programs. Increases in accounts
payable in the Aerospace and Music Distribution businesses offset
this impact to some degree. For the year, cash used in investing
activities was for items such as acquisition of machinery and
computer equipment used in manufacturing and distribution.
Cash used in financing activities was primarily attributable
to the payment of dividends to common shareholders, repurchase of
Class A common stock pursuant to the repurchase program and the
sinking fund requirement for the corporation's debentures (both
described below).

At December 31, 2002, the corporation had $23.2 million of its 6%
convertible subordinated debentures outstanding. The debentures
are convertible into shares of Class A common stock at any time
on or before March 15, 2012 at a conversion price of $23.36 per
share, generally at the option of the holder. Pursuant to a
sinking fund requirement that began March 15, 1997, the
corporation redeems approximately $1.7 million of the outstanding
principal of the debentures each year.



                               Page 15


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

In November 2000, the corporation's board of directors approved a
replenishment of the corporation's stock repurchase program,
providing for repurchase of an aggregate of 1.4 million Class A
common shares for use in administration of the corporation's
stock plans and for general corporate purposes. As of December
31, 2002, a total of about 249,000 shares had been repurchased
under this replenishment program.

The corporation maintains a revolving credit agreement involving
a group of financial institutions. The agreement has a maximum
unsecured line of credit of $225 million which consists of a $150
million commitment for five years, and a $75 million commitment
under a "364 day" arrangement which is renewable annually for an
additional 364 days, upon the consent of the banks. The entire
facility expires in 2005. The $75 million commitment was renewed
in November 2002. The most restrictive of the covenants contained
in the agreement requires the corporation to have EBITDA, as
defined, at least equal to 300% of net interest expense, on the
basis of a rolling four quarters and a ratio of consolidated
total indebtedness to total capitalization of not more than 55%.
Late in the second quarter of 2002, an amendment to the revolving
credit agreement was entered into, under which the non-cash
portion of the 2002 second quarter charges, up to $52.5 million,
were excluded from the financial covenant calculations. In view
of the weak earnings environment, management is closely
monitoring the EBITDA to interest expense ratio requirement.

Letters of credit are generally considered borrowings for
purposes of the revolving credit agreement. A total of $51.0
million in letters of credit were outstanding at December 31,
2002, most of which is related to the Australia SH-2G program.
A reduction of $2 million pursuant to the Australia program
occurred in early February 2003. Further reductions to the
Australia letters of credit are anticipated as agreed upon
performance milestones are reached under a recent agreement
between the corporation and the Australian government regarding
the process for completion of delivery of the SH-2G(A) aircraft
with the full ITAS software.

Total average bank borrowings were $23.8 million for 2002
compared to $2.5 million in 2001 and $2.3 million in 2000.
During 2002, cash in the amount of approximately $51.2 million
was used for the acquisitions of Delamac, Dayron, RWG, and Latin
Percussion. In connection with the acquisition of RWG, in July
2002 the corporation established a 9.5 million Euro term loan and
revolving credit facility with one of its revolving credit
agreement lenders having offices in London. In general, the
agreement contains the same financial covenants as the revolving

                               Page 16


Management's Discussion and Analysis
of Financial Condition and Results of Operations (CONTINUED)
KAMAN CORPORATION AND SUBSIDIARIES

credit agreement described previously and the term of this
facility will expire at the same time as the revolving credit
agreement.

Management believes that the corporation's annual cash flow from
operations and available unused bank lines of credit under
its revolving credit agreement will be sufficient to finance its
working capital and other recurring capital requirements for the
foreseeable future.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking information relating to the
corporation's business and prospects, including the SH-2G and
K-MAX helicopter programs, aerostructures and helicopter
subcontract programs and components, advanced technology
products, including fuzes for the JPF program, the industrial and
music distribution businesses, operating cash flow, and other
matters that involve a number of uncertainties that may cause
actual results to differ materially from expectations.  Those
uncertainties include, but are not limited to: 1) the successful
conclusion of competitions and thereafter contract negotiations
with government authorities, including foreign governments,
including specifically the Egypt helicopter competition; 2)
political developments in countries where the corporation intends
to do business; 3) standard government contract provisions
permitting renegotiation of terms and termination for the
convenience of the government; 4) economic and competitive
conditions in markets served by the corporation, including
industry consolidation in the United States and global economic
conditions; 5) attainment of remaining project milestones and
satisfactory completion of the Australian SH-2G(A) program; 6)
recovery of the corporation's investment in the MD Helicopter,
Inc. contracts; 7) actual costs for moving equipment and re-
certifying products and processes in connection with phase out of
the Moosup, Connecticut facility; 8) JPF program final
qualification test results and receipt of production orders; 9)
achievement of enhanced business base in the Aerospace segment in
order to better absorb overhead rates; 10) successful sale or
lease of existing K-MAX inventory; 11) profitable integration of
acquired businesses into the corporation's operations; 12)
U.S. industrial production levels; 13) changes in supplier sales
policies; 14) the effect of price increases or decreases; and 15)
currency exchange rates, taxes, changes in laws and regulations,
interest rates, inflation rates, general business conditions and
other factors. Any forward-looking information should be
considered with these factors in mind.


                               Page 17



(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)      Selected Quarterly Financial Data
                                            KAMAN CORPORATION AND SUBSIDIARIES



                    FIRST      SECOND       THIRD       FOURTH          TOTAL
                  QUARTER     QUARTER     QUARTER      QUARTER          YEAR
- -----------------------------------------------------------------------------
                                                    
NET SALES:
   2002         $ 223,093   $ 209,141   $ 218,266    $ 230,276     $ 880,776
   2001           244,489     194,338     219,102      217,940       875,869

GROSS PROFIT:
   2002         $  60,410   $ (19,659)  $  57,305    $  59,477     $ 157,533
   2001            61,797      26,473      54,860       58,957       202,087

NET EARNINGS (LOSS):
   2002         $   5,341   $ (50,366)  $   5,572    $   5,852     $ (33,601)
   2001             8,741     (12,495)      8,526        6,942        11,714

PER SHARE - BASIC:
   2002         $     .24   $   (2.25)  $     .25    $     .26     $   (1.50)
   2001               .39        (.56)        .38          .31           .52

PER SHARE - DILUTED:
   2002         $     .24   $   (2.25)  $     .25    $      .26     $  (1.50)
   2001               .38        (.56)        .37           .31          .52
- -----------------------------------------------------------------------------


The calculated per share-diluted amounts for the twelve months ended December
31, 2002 and 2001 are anti-dilutive, therefore, amounts shown are equal to the
basic per share calculation.

The quarterly per share-diluted amounts for 2001 do not equal the "Total Year"
figure due to the calculation being anti-dilutive in the second quarter.
















                               Page 18


Consolidated Balance Sheets (IN THOUSANDS EXCEPTS SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES



December 31                                                2002         2001
- ------------------------------------------------------------------------------
                                                              
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                           $    5,571   $  30,834
   Accounts receivable                                    195,857     186,798
   Inventories                                            164,715     197,400
   Income taxes receivable                                  5,192         342
   Deferred income taxes                                   28,450      16,938
   Other current assets                                    14,460      10,339
- ------------------------------------------------------------------------------
       Total current assets                               414,245     442,651
- ------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT, NET                         61,635      60,769
GOODWILL AND OTHER INTANGIBLE ASSETS                       50,994      13,281
OTHER ASSETS                                                8,666       5,245
- ------------------------------------------------------------------------------
TOTAL ASSETS                                           $  535,540   $ 521,946
- ------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Notes payable                                       $    8,647   $   2,378
   Current portion of long-term debt                        1,660       1,660
   Accounts payable - trade                                46,664      52,044
   Accrued salaries and wages                               8,434       7,252
   Accrued vacations                                        6,434       6,031
   Accrued contract loss                                   26,674          --
   Accrued restructuring cost                               7,594          --
   Advances on contracts                                   22,318      30,781
   Other accruals and payables                             28,669      41,114
- ------------------------------------------------------------------------------
       Total current liabilities                          157,094     141,260
- ------------------------------------------------------------------------------













                               Page 19


Consolidated Balance Sheets (IN THOUSANDS EXCEPTS SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES




December 31                                                2002         2001
- ------------------------------------------------------------------------------
                                                              

LONG-TERM DEBT, EXCLUDING CURRENT PORTION                  60,132      23,226
OTHER LONG-TERM LIABILITIES                                26,367      23,879

SHAREHOLDERS' EQUITY:
   Capital stock, $1 par value per share:
     Preferred stock, authorized 700,000 shares:
       Series 2 preferred stock, 61/2% cumulative convertible,
       authorized 500,000 shares, none outstanding             --          --
     Common stock:
       Class A, authorized 48,500,000 shares, nonvoting;
         $.10 per common share dividend preference;
         issued 23,066,260 shares in 2002 and 2001         23,066      23,066
       Class B, authorized 1,500,000 shares, voting;
         issued 667,814 shares in 2002 and 2001               668         668
   Additional paid-in capital                              77,267      77,389
   Retained earnings                                      209,932     253,403
   Unamortized restricted stock awards                     (2,094)     (2,206)
   Accumulated other comprehensive income (loss)           (1,099)       (919)
- ------------------------------------------------------------------------------
                                                          307,740     351,401
   Less 1,274,091 shares and 1,455,214 shares
     of Class A common stock in 2002 and 2001,
     respectively, held in treasury, at cost              (15,793)    (17,820)
- ------------------------------------------------------------------------------
       Total shareholders' equity                         291,947     333,581
- ------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $  535,540   $ 521,946
- ------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.












                               Page 20


(IN THOUSANDS EXCEPTS PER SHARE          Consolidated Statements of Operations
AMOUNTS)                                    KAMAN CORPORATION AND SUBSIDIARIES



Year ended December 31                       2002          2001          2000
- ------------------------------------------------------------------------------
                                                          
NET SALES                               $ 880,776    $  875,869    $1,031,234
- ------------------------------------------------------------------------------

COSTS AND EXPENSES:
   Cost of sales(1)                       723,243       673,782       774,264
   Selling, general and
     administrative expense               199,453       188,752       202,319
   Restructuring costs(2)                   8,290            --        (1,680)
   Other operating expense (income)        (1,302)       (1,076)       (1,092)
   Interest expense (income), net           2,486           623        (1,660)
   Other expense (income), net(3)            (468)       (1,876)        1,363
- ------------------------------------------------------------------------------
                                          931,702       860,205       973,514
- ------------------------------------------------------------------------------
EARNINGS (LOSS) BEFORE INCOME TAXES       (50,926)       15,664        57,720
INCOME TAXES (BENEFIT)                    (17,325)        3,950        20,800
- ------------------------------------------------------------------------------
NET EARNINGS (LOSS)                     $ (33,601)   $   11,714    $   36,920
- ------------------------------------------------------------------------------

PER SHARE:
   Net earnings (loss) per share:
     Basic                              $   (1.50)   $      .52    $     1.61
     Diluted(4)                             (1.50)          .52          1.57
   Dividends declared                         .44           .44           .44
- ------------------------------------------------------------------------------

(1)  Cost of sales for the twelve months ended December 31, 2002 includes the
     write-off of K-MAX assets of $50,000 and Moosup facility assets of $2,679
     which are associated with the charge taken in the Aerospace segment.

(2)  Restructuring costs for the twelve months ended December 31, 2002 relate
     to the closure of the Moosup facility in 2003 and are associated with the
     charge taken in the Aerospace segment.

(3)  Included in "Other expense (income), net" are the net gain on the sale of
     product line and other assets of $2,299 and $2,637 for the twelve months
     ended December 31, 2002 and 2001, respectively.

(4)  The calculated diluted per share amounts for the twelve months ended
     December 31, 2002 and 2001 are anti-dilutive, therefore, amounts shown
     are equal to the basic per share calculation.
See accompanying notes to consolidated financial statements.


                               Page 21


Consolidated Statement of Changes          (IN THOUSANDS EXCEPT SHARE AMOUNTS)
in Shareholders' Equity
KAMAN CORPORATION AND SUBSIDIARIES



Year ended December 31                          2002         2001        2000
- ------------------------------------------------------------------------------
                                                           
SERIES 2 PREFERRED STOCK                   $      --    $      --   $      --
- ------------------------------------------------------------------------------
CLASS A COMMON STOCK                          23,066       23,066      23,066
- ------------------------------------------------------------------------------
CLASS B COMMON STOCK                             668          668         668
- ------------------------------------------------------------------------------

ADDITIONAL PAID-IN CAPITAL:
   Balance - beginning of year                77,389       77,298      78,422
   Employee stock plans                         (304)        (234)       (897)
   Restricted stock awards                       182          325        (227)
- ------------------------------------------------------------------------------
   Balance - end of year                      77,267       77,389      77,298
- ------------------------------------------------------------------------------

RETAINED EARNINGS:
   Balance - beginning of year               253,403      251,526     224,702
   Net earnings (loss)(1)                    (33,601)      11,714      36,920
   Dividends declared                         (9,870)      (9,837)    (10,096)
- ------------------------------------------------------------------------------
   Balance - end of year                     209,932      253,403     251,526
- ------------------------------------------------------------------------------

UNAMORTIZED RESTRICTED STOCK AWARDS:
   Balance - beginning of year                (2,206)      (1,643)     (1,944)
   Stock awards issued                          (832)      (1,585)       (516)
   Amortization of stock awards                  944        1,022         817
- ------------------------------------------------------------------------------
   Balance - end of year                      (2,094)      (2,206)     (1,643)
- ------------------------------------------------------------------------------

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
   Balance - beginning of year                  (919)        (749)       (625)
   Foreign currency translation adjustment(1)   (180)        (170)       (124)
- ------------------------------------------------------------------------------
   Balance - end of year                      (1,099)        (919)       (749)
- ------------------------------------------------------------------------------







                               Page 22


Consolidated Statement of Changes          (IN THOUSANDS EXCEPT SHARE AMOUNTS)
in Shareholders' Equity
KAMAN CORPORATION AND SUBSIDIARIES



Year ended December 31                          2002         2001        2000
- ------------------------------------------------------------------------------
                                                              
TREASURY STOCK:
   Balance - beginning of year               (17,820)     (18,120)     (7,912)
   Shares acquired in 2002 - 37,300;
     2001 - 211,550; 2000 - 1,126,888           (412)      (2,760)    (13,660)
   Shares reissued under various stock plans   2,439        3,060       3,452
- ------------------------------------------------------------------------------
   Balance - end of year                     (15,793)     (17,820)    (18,120)
- ------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY                 $ 291,947    $ 333,581   $ 332,046
- ------------------------------------------------------------------------------

(1)  Comprehensive income (loss) is $(33,781), $11,544 and $36,796 for 2002,
     2001 and 2000, respectively.

See accompanying notes to consolidated financial statements.





























                               Page 23


(IN THOUSANDS)                            Consolidated Statement of Cash Flows
                                            KAMAN CORPORATION AND SUBSIDIARIES



Year ended December 31                           2002         2001       2000
- ------------------------------------------------------------------------------
                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings (loss)                      $(33,601)    $ 11,714   $  36,920
   Adjustments to reconcile net earnings
    (loss) to cash provided by (used in)
     operating activities:
       Depreciation and amortization          11,620       11,441      11,630
       Net gain on sale of product line
         and other assets                     (2,299)      (2,637)         --
       Restructuring costs                     8,290           --      (1,680)
       Non-cash write-down of assets          52,679           --          --
       Deferred income taxes                 (16,715)        (375)        (75)
       Other, net                              3,403        2,152       6,551
       Changes in current assets and liabilities,
        excluding effects of acquisition/divestiture:
         Accounts receivable                  (4,625)      32,411     (56,201)
         Inventories                         (12,751)       5,407       3,583
         Income taxes receivable              (4,888)      (4,081)        179
         Other current assets                 (2,691)      (3,680)         87
         Accounts payable - trade             (8,813)      (9,284)      9,297
         Accrued contract loss                26,674           --          --
         Accrued restructuring costs            (696)          --          --
         Advances on contracts                (9,286)     (11,124)     (8,338)
         Accrued expenses and payables       (17,470)     (11,813)      6,400
- ------------------------------------------------------------------------------
           Cash provided by (used in)
             operating activities            (11,169)      20,131       8,353
- ------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of product
     line and other assets                     8,034        4,047          56
   Expenditures for property, plant
     and equipment                            (7,601)      (8,033)    (11,044)
   Acquisition of businesses, less
     cash acquired                           (51,227)     (20,845)         --
   Other, net                                  1,854         (253)       (963)
- ------------------------------------------------------------------------------
         Cash provided by (used in)
           investing activities              (48,940)     (25,084)    (11,951)
- ------------------------------------------------------------------------------





                               Page 24


(IN THOUSANDS)                            Consolidated Statement of Cash Flows
                                            KAMAN CORPORATION AND SUBSIDIARIES



Year ended December 31                           2002         2001       2000
- ------------------------------------------------------------------------------
                                                           

CASH FLOWS FROM FINANCING ACTIVITIES:
   Changes in notes payable                 $   5,985    $     318   $   (794)
   Changes in long-term debt                  36,906       (1,660)     (1,660)
   Proceeds from exercise of employee
     stock plans                               1,485        1,566       1,813
   Purchases of treasury stock                  (412)      (2,760)    (13,660)
   Dividends paid                             (9,850)      (9,834)    (10,193)
   Other                                         732           --          --
- ------------------------------------------------------------------------------
         Cash provided by (used in)
           financing activities               34,846      (12,370)    (24,494)
- ------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                           (25,263)     (17,323)    (28,092)
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF YEAR                                     30,834       48,157      76,249
- ------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR    $  5,571     $ 30,834   $  48,157
- ------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.
























                               Page 25


Notes to Consolidated Financial Statements
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000

SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

     Principles of Consolidation - The accompanying consolidated
financial statements include the accounts of the parent
corporation and its subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
Certain amounts in prior year financial statements and notes
thereto have been reclassified to conform to current year
presentation.

Use of Estimates - The preparation of consolidated financial
statements in conformity with accounting principles generally
accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

     Cash and Cash Equivalents - Surplus funds are invested in
cash equivalents which consist of highly liquid investments with
original maturities of three months or less.

     Long-Term Contracts - Revenue Recognition - Sales and
estimated profits under long-term contracts are principally
recognized on the percentage-of-completion method of accounting,
generally using either a ratio that costs incurred bear to
estimated total costs, after giving  effect to estimates of costs
to complete based upon most recent information for each contract,
or units-of-delivery as the measurement basis for effort
accomplished. Reviews of contracts are made regularly
throughout their lives and revisions in profit estimates are
recorded in the accounting period in which the revisions are
made. Any anticipated contract losses are charged to operations
when first indicated.

     Inventories - Inventory of merchandise for resale is stated
at cost (using the average costing method) or market, whichever
is lower. Contracts and work in process and finished goods are
valued at production cost represented by material, labor and
overhead, including general and administrative expenses where
applicable. Contracts and work in process and finished goods are
not recorded in excess of net realizable values.

     Property, Plant and Equipment - Depreciation of property,
plant and equipment is computed primarily on a straight-line

                               Page 26


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


basis over the estimated useful lives of the assets. The
estimated useful lives for buildings range between 15 to 40 years
and leasehold improvements range between 5 to 15 years, whereas
machinery, office furniture and equipment generally range between
3 to 10 years. At the time of retirement or disposal, the
acquisition cost of the asset and related accumulated
depreciation are eliminated and any gain or loss is credited or
charged against income.

     Maintenance and repair items are charged against income
as incurred, whereas renewals and betterments are capitalized and
depreciated.

     Goodwill and Other Intangible Assets - Goodwill and
intangible assets with indefinite lives are not amortized, but
are evaluated for impairment at least annually. Intangible assets
with finite lives (presently consisting of patents) are amortized
using the straight-line method over their estimated 17 year
period of benefit and reviewed for possible impairment whenever
changes in conditions indicate carrying value may not be
recoverable.

     Research and Development - Research and development costs
not specifically covered by contracts are charged against income
as incurred. Such costs amounted to $5,363 in 2002, $4,673 in
2001 and $5,463 in 2000.

     Income Taxes - Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying
amounts of assets and liabilities and their respective tax bases
using enacted tax rates expected to apply in the years in which
temporary differences are expected to be recovered or settled.

     Recent Accounting Standards - In June 2001, the Financial
Accounting Standards Board ("FASB") issued Statements of
Financial Accounting Standards No. 141, "Business Combinations"
("SFAS 141"), and No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"), which apply to the corporation effective July 1,
2001 and January 1, 2002, respectively. SFAS 141 requires all
business combinations initiated after June 30, 2001 to use the
purchase method of accounting. SFAS 142 discontinues the
amortization of goodwill, including goodwill recorded in past
business combinations.



                               Page 27


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


The corporation has adopted these statements in accordance
with their terms and that adoption did not have a material impact
on the corporation's consolidated results of operations or
financial position.

     In 2001, the FASB also issued Statement of Financial
Accounting  Standards No. 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets" ("SFAS
143"), and Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS 144").

     SFAS 143 establishes accounting standards for the
recognition and measurement of an asset retirement obligation and
provides accounting guidance for legal obligations associated
with the retirement of tangible long-lived assets. SFAS 143 is
effective in fiscal years beginning after June 15, 2002. The
corporation adopted SFAS 143 effective January 1, 2003 and that
adoption did not have a material impact on its consolidated
results of operations or financial position. SFAS 144 establishes
a single accounting model for the impairment or disposal of long-
lived assets, including discontinued operations. The provisions
of SFAS 144 are effective in fiscal years beginning after
December 15, 2001, and in general are to be applied
prospectively. The corporation has adopted SFAS 144 effective
January 1, 2002 and that adoption did not have a material
impact on its  consolidated results of operations or financial
position.

     In June 2002, the FASB issued Statement of Financial
Accounting Standards No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 requires
that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. SFAS 146
also requires that the initial measurement of a liability be at
fair value. SFAS 146 is effective for exit or disposal activities
that are initiated after December 31, 2002. The corporation
adopted SFAS 146 effective January 1, 2003 and that adoption
did not have a material impact on its consolidated results of
operations or financial position.

     In December 2002, the FASB issued Statement of Financial
Accounting Standards No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB
Statement No. 123" ("SFAS 148"). SFAS 148 amends FASB Statement
No. 123, "Accounting for Stock-Based Compensation" to provide

                               Page 28


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


alternative methods for a voluntary change to the fair value
based method of accounting for stock-based employee compensation
and amends the disclosure requirements of Statement 123 in
both annual and interim financial statements. The provisions of
SFAS 148 are effective in fiscal years ending after December 15,
2002. The corporation has adopted the statement in accordance
with its terms and that adoption did not have a material impact
on the corporation's consolidated results of operations or
financial position.


ACQUISITION OF BUSINESSES

     During the first quarter of 2002, the corporation acquired a
60% equity interest in Delamac de Mexico S.A. de C.V., a leading
distributor of industrial products headquartered in Mexico City.
Delamac, which had net sales of about US $7,000 in 2001, supplies
power transmission, bearings and fluid power products. The assets
acquired and liabilities assumed and results of operations since
the acquisition have been included in the Industrial Distribution
segment.

     In July 2002, the corporation purchased the assets and
certain liabilities of Dayron (a division of DSE, Inc.), a
weapons fuze manufacturer, located in Orlando, Florida. Dayron
manufactures bomb fuzes for a variety of munitions programs, and
has the contract to develop a fuze for the Air Force Joint
Programmable Fuze (JPF) program. Dayron had net sales of
approximately $14,000 for 2001. The assets acquired, liabilities
assumed and results of operations since the acquisition have
been included in the Aerospace segment.

     In late July 2002, the corporation purchased the stock
of RWG Frankenjura-Industrie Flugwerklager GmbH (RWG), a German
aerospace bearing manufacturer that complements the corporation's
proprietary line of bearings and provides a presence in European
aerospace markets. RWG had net sales of about US $10,000 in 2001
and its largest customer is Airbus Industrie. The assets
acquired, liabilities assumed and results of operations since the
acquisition have been included in the Aerospace segment.

     In October 2002, the corporation purchased the stock of
Latin  Percussion, Inc., a leading global distributor of a wide
range of Latin hand percussion instruments. Latin Percussion had
net sales of about $20,800 in 2001. The assets acquired,
liabilities assumed and results of operations since the

                               Page 29


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


acquisition have been included in the Music Distribution
segment.

     In the aggregate, the corporation paid $51,227 for
acquisition of businesses in 2002, and there is potential for
contingency payments of up to $25,000 over the next ten years if
certain milestones are reached. Any such contingency payments
would be treated as additional goodwill.

     In September 2001, the company purchased a majority of
the assets and liabilities of A-C Supply, Inc. The assets
acquired, liabilities assumed and results of operations since the
acquisition have been included in the Industrial Distribution
segment.

     In December 2001, the company purchased the stock of
H.I.G. Aerospace Group, Inc., parent company of Plastic
Fabricating Company, Inc. The assets acquired, liabilities
assumed and results of operations since the acquisition have been
included in the Aerospace segment.

     All acquisitions have been accounted for as purchases
with the purchase price being allocated to the fair value of
tangible and intangible assets acquired and liabilities assumed.
The excess of the purchase price over the estimated fair market
value of net assets acquired has been assigned to goodwill. In
accordance with SFAS 142, the goodwill has not been amortized.

     Assuming these acquisitions had taken place on January
1, 2001, Kaman Corporation's pro forma net sales, earnings (loss)
before income taxes, net earnings (loss) and net earnings (loss)
per share for the years ended December 31, 2002 and 2001 would
have been as follows:














                               Page 30


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000




                                         Pro forma
- --------------------------------------------------------
December 31 (unaudited)             2002         2001
- --------------------------------------------------------
                                         
Net sales                        $  913,597    $ 970,551
Earnings (loss)
 before income taxes                (50,264)      16,384
Net earnings (loss)                 (33,128)      12,045

Net earnings (loss) per share:
   Basic                              (1.48)         .54
   Diluted                            (1.48)         .54
- --------------------------------------------------------


     The pro forma results are not necessarily indicative of
the results of operations that would have occurred had the
acquisitions actually been completed on January 1, 2001. The pro
forma results do not include future initiatives or planned
synergies, nor are they intended to be indicative of future
results. The underlying pro forma information includes interest
expense and income tax assumptions associated with the
transactions.

DIVESTITURES

     In April 2002, the corporation sold its microwave products
line to Meggitt Safety Systems, Inc. That product line was
associated with the former Kaman Sciences Corp., a subsidiary
which was sold in 1997, and was no longer core to the segment's
advanced technology business. Microwave product sales were about
$7,500 for the year 2001.

     In January 2003, the corporation sold its electric motor
and drive business, operating as the Electromagnetics Development
Center ("EDC") within the Kaman Aerospace subsidiary, to DRS
Technologies, Inc. The EDC develops and manufactures high
performance electric motors, generators, and drive electronics
for industrial and defense applications and contributed sales of
approximately $14,000 in 2002. The resulting gain from this
transaction will be recorded in 2003.



                               Page 31


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


RESTRUCTURING COSTS

     The Aerospace segment recorded pre-tax restructuring costs
of $8,290 in the second quarter of 2002 for the cost of phasing
out the company's aircraft     manufacturing plant in Moosup,
Connecticut by the end of 2003. The charges represent severance
costs of $3,290 at the Moosup and Bloomfield, Connecticut
locations for approximately 400 employees (of which $696 has
been paid for 119 such separations as of December 31, 2002)
and the cost of closing the facility of $5,000 (including costs
of an ongoing voluntary environmental remediation program). An
additional $8,300 of ongoing pre-tax costs are expected to be
incurred for moving machinery to other company facilities and
recertifying products and processes.

     In 1999, the Industrial Distribution segment took a pre-
tax charge of  $12,382 as part of an initiative to streamline
operational structure. The costs associated with the
reorganization of operations, consolidation of branches, and the
closure of other facilities totaled $4,132. The write-off of
excess inventory totaled $8,250 and is included in cost of sales.
In 2000, the segment completed all activities under the
restructuring plan and because the actual financial impact of
these activities was less than anticipated in the segment's plan,
a favorable change in estimate of $1,680 was recorded.

ASSET WRITE-DOWNS/WRITE-OFFS

     During the second quarter of 2002, as a result of
management's evaluation of the K-MAX program, the Aerospace
segment wrote-down its K-MAX helicopter program assets, including
$46,665 for inventories and $3,335 for capital equipment. In
addition, the segment wrote-off Moosup facility assets of $2,679,
as a result of the previously described facility closure. These
charges are included in cost of sales for 2002.

ACCRUED CONTRACT LOSS

     During the second quarter of 2002, the Aerospace segment
recorded a pre-tax charge of $25,000 for estimated cost growth on
the Australia SH-2G(A) helicopter program, which put the contract
in a loss position. Accordingly, the Company eliminated the
$6,505 profit element of previously recorded sales and recognized
pre-tax loss accruals of $18,495 for anticipated cost growth



                               Page 32


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


associated with completion of the aircraft, final integration and
testing of the aircraft's advanced Integrated Tactical Avionic
System (ITAS) software.

     During the fourth quarter of 2002, the Aerospace segment
recorded an additional loss accrual for the Australia SH-2G(A)
helicopter program, and loss accruals for other long-term
programs, consisting principally of certain Boeing programs.
These loss accruals reflect the impact of higher overhead rates,
which were attributable to lower production activity on the
corporation's helicopter and commercial aerospace programs.

ACCOUNTS RECEIVABLE

     Accounts receivable consist of the following:



December 31                                    2002       2001
- -----------------------------------------------------------------
                                                  
Trade receivables, net of allowance
 for doubtful accounts of $2,853
 in 2002, $3,939 in 2001                    $  72,471   $  63,239
U.S. Government contracts:
   Billed                                      11,607      11,529
   Recoverable costs and accrued
    profit - not billed                        21,225      15,169
Commercial and other government contracts:
   Billed                                      21,628      18,835
   Recoverable costs and accrued
    profit - not billed                        68,926      78,026
- -----------------------------------------------------------------
     Total                                  $ 195,857   $ 186,798
- -----------------------------------------------------------------


     The allowance for doubtful accounts reflects management's
best estimate of probable losses inherent in the trade accounts
receivable balance.  Management determines the allowance based on
known troubled accounts, historical experience, and other
currently available evidence.





                               Page 33


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     Recoverable costs and accrued profit-not billed represent
costs incurred on contracts which will become billable upon
future deliveries, achievement of specific contract milestones or
completion of engineering and service type contracts. Management
estimates that approximately $36,861 of such costs and accrued
profits at December 31, 2002 will be collected after one year.
The costs included in this estimate are for the corporation's
programs with the Royal Australian Navy and MD Helicopters, Inc.

INVENTORIES

     Inventories are comprised as follows:



December 31                                 2002       2001
- --------------------------------------------------------------
                                               
Merchandise for resale                   $  95,056   $  86,409
Contracts in process:
   U.S. Government                          13,348       3,686
   Commercial                               16,694      12,525
Other work in process (including
 certain general stock materials)           31,875      49,465
Finished goods                               7,742      45,315
- --------------------------------------------------------------
   Total                                 $ 164,715   $ 197,400
- --------------------------------------------------------------


     Included above in other work in process and finished
goods at December 31, 2002 and 2001 is K-MAX inventory of $25,181
and $76,189, respectively.

     The aggregate amounts of general and administrative
costs allocated to contracts in process during 2002, 2001 and
2000 were $51,845, $49,816 and $53,387, respectively.

     The estimated amounts of general and administrative costs
remaining in contracts in process at December 31, 2002 and 2001
amount to $4,222 and $2,225, respectively, and are based on the
ratio of such allocated costs to total costs incurred.





                               Page 34



Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


PROPERTY, PLANT AND EQUIPMENT, NET

     Property, plant and equipment are recorded at cost and
summarized as follows:



December 31                           2002        2001
- --------------------------------------------------------
                                          
Land                                $  6,524    $  6,058
Buildings                             35,077      31,881
Leasehold improvements                11,397      15,628
Machinery, office furniture
 and equipment                       108,920     120,333
- --------------------------------------------------------
   Total                             161,918     173,900
Less accumulated depreciation
 and amortization                    100,283     113,131
- --------------------------------------------------------
Property, plant and
 equipment, net                     $ 61,635    $ 60,769
- --------------------------------------------------------























                               Page 35


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets are as follows:



December 31                                 2002             2001
- -----------------------------------------------------------------
                                                   
Intangible assets not subject
  to amortization:
    Goodwill:
      Aerospace                          $  30,635       $  8,792
      Industrial Distribution                3,197          2,573
      Music Distribution                     2,141            800
- -----------------------------------------------------------------
                                            35,973         12,165
    Trade name:
      Music Distribution                    13,819             --
- -----------------------------------------------------------------
                                            49,792         12,165
Intangible assets subject
  to amortization, net:
    Patents                                  1,202          1,116
- -----------------------------------------------------------------
    Total                                $  50,994       $ 13,281
- -----------------------------------------------------------------


     Intangible amortization expense was $107 in 2002 and $99 in
2001.


CREDIT ARRANGEMENTS - SHORT-TERM BORROWINGS AND LONG-TERM DEBT

     Revolving Credit Agreement - The corporation maintains a
five-year revolving credit agreement (the "Revolving Credit
Agreement") with several banks, which consists of a maximum
unsecured line of credit of $225,000 ($150,000 commitment
expiring in November 2005 and a $75,000 commitment under a "364
Day" arrangement which is renewable annually for an additional
364 days). The $75,000 commitment was renewed in November 2002.
In general, outstanding letters of credit are considered to be
indebtedness under the Revolving Credit Agreement.




                               Page 36


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     During the second quarter of 2002, the corporation's
Revolving Credit Agreement was amended to exclude the non-cash
portion of the 2002 second quarter charges, up to $52,500, from
the financial covenant calculations under the Agreement.

     Short-Term Borrowings - Under the Revolving Credit
Agreement, the corporation has the ability to borrow funds on
both a short-term and long-term basis. The corporation also has
arrangements with other banks, generally to borrow funds on a
short-term basis with interest at current market rates.

     Short-term borrowings outstanding are as follows:



December 31                          2002      2001
- -----------------------------------------------------
                                        
Revolving credit agreement         $     --   $    --
Other credit arrangements             8,647     2,378
- -----------------------------------------------------
   Total                           $  8,647   $ 2,378
- -----------------------------------------------------


     Long-Term Debt - The corporation has long-term debt as
follows:



December 31                          2002      2001
- ------------------------------------------------------
                                        
Revolving credit agreement         $ 30,840   $     --
Euro credit agreement                 7,726         --
Convertible subordinated
 debentures                          23,226     24,886
- ------------------------------------------------------
   Total                             61,792     24,886
Less current portion                  1,660      1,660
- ------------------------------------------------------
   Total excluding
    current portion                $ 60,132   $ 23,226
- ------------------------------------------------------



                               Page 37


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     In the third quarter of 2002, the corporation entered
into a 9,500 Euro credit agreement with one of the Revolving
Credit Agreement lenders that maintains European offices. The
agreement contains a revolving credit facility at current market
rates, and a term loan facility at a rate of 5%.  In general, the
credit agreement incorporates the financial covenants of the
Revolving Credit Agreement and expires at the same time.

     Restrictive Covenants - The most restrictive of the
covenants contained in the Revolving Credit Agreement requires
the corporation to have EBITDA, as defined, at least equal to
300% of interest expense, on the basis of a rolling four quarters
and a ratio of consolidated total indebtedness to total
capitalization of not more than 55%. Under the 2002 Revolving
Credit Agreement Amendment, the non-cash portion of the 2002
second quarter charges, up to $52,500, are excluded from the
financial covenant calculations under the Agreement.

     Certain Letters of Credit - The face amounts of irrevocable
letters of  credit issued under the Revolving Credit Agreement
totaled $50,975 and $51,577 at December 31, 2002 and 2001,
respectively.

     Convertible Subordinated Debentures - The corporation issued
its 6% convertible subordinated debentures during 1987. The
debentures are convertible into shares of the Class A common
stock of Kaman Corporation at any time on or before March 15,
2012 at a conversion price of $23.36 per share at the option of
the holder unless previously redeemed by the corporation.
Pursuant to a sinking fund requirement that began March 15,
1997, the corporation redeems $1,660 of the outstanding
principal amount of the debentures annually. The debentures are
subordinated to the claims of senior debt holders and general
creditors. These debentures have a fair value of $22,065 at
December 31, 2002 based upon latest market price.












                               Page 38



Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     Long-Term Debt Annual Maturities - The aggregate amounts of
annual maturities of long-term debt for each of the next five
years and thereafter are approximately as follows:


- --------------------------------------------------
                                       
2003                                      $  1,660
2004                                         1,660
2005                                        40,226
2006                                         1,660
2007                                         1,660
Thereafter                                  14,926
- --------------------------------------------------


     Interest Payments - Cash payments for interest were $2,668,
$2,235 and $2,407 for 2002, 2001 and 2000, respectively.


ADVANCES ON CONTRACTS

     Advances on contracts include customer advances together
with customer payments and billings associated with the
achievement of certain contract milestones in excess of costs
incurred, primarily for the Australia SH-2G helicopter contract.
The customer advances for that contract are fully secured by
letters of credit. It is anticipated that the advances on
contracts along with the face amounts of these letters of
credit will be reduced as performance milestones are reached in
accordance with the agreement between the corporation and the
Australian government regarding a phased acceptance and delivery
schedule for the SH-2G(A) aircraft.













                               Page 39


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


INCOME TAXES

     The components of income taxes are as follows:



                                2002         2001        2000
- ----------------------------------------------------------------
                                             
Current:
   Federal                    $  (1,447)   $  3,411   $   17,629
   State                            698         748        3,179
   Foreign                          273         166           67
- ----------------------------------------------------------------
                                   (476)      4,325       20,875
- ----------------------------------------------------------------

Deferred:
   Federal                      (17,111)       (353)         (65)
   State                            262         (22)         (10)
   Foreign                           --          --           --
- ----------------------------------------------------------------
                                (16,849)       (375)         (75)
- ----------------------------------------------------------------
   Total                      $ (17,325)   $  3,950   $   20,800
- ----------------------------------------------------------------





















                               Page 40


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     The components of the deferred tax assets and deferred
tax liabilities are presented below:



December 31                                 2002         2001
- --------------------------------------------------------------
                                                
Deferred tax assets:
   Long-term contracts                   $  10,066    $    912
   Deferred employee benefits               14,195      14,766
   Inventory                                 9,311       4,444
   Restructuring costs                       2,679          --
   Accrued liabilities and other items       6,949       6,229
- --------------------------------------------------------------
     Total deferred tax assets              43,200      26,351
- --------------------------------------------------------------
Deferred tax liabilities:
   Depreciation and amortization            (6,820)     (7,159)
   Other items                              (1,880)     (1,541)
- --------------------------------------------------------------
   Total deferred tax liabilities           (8,700)     (8,700)
- --------------------------------------------------------------
   Net deferred tax asset                $  34,500    $ 17,651
- --------------------------------------------------------------


     No valuation allowance has been recorded because the
corporation  believes that these deferred tax assets will, more
likely than not, be realized. This determination is based largely
upon the corporation's historical earnings trend as well as its
ability to carryback reversing items within two years to offset
taxes paid. In addition, the corporation has the ability to
offset deferred tax assets against deferred tax liabilities
created for such items as depreciation and amortization.

     The provisions for federal income taxes approximate the
amounts computed by applying the U.S. federal income tax rate to
earnings before income taxes after giving effect to state income
taxes. The consolidated effective tax rate was lower due to the
reversal of prior years' tax accruals of $1,156, $2,972 and
$1,534 in 2002, 2001 and 2000, respectively, as a result of the
corporation's ongoing assessment of its open tax years. The
reduction in 2001 included reduced tax considerations related to
the Australian SH-2G program. Cash payments for income taxes
were $3,562, $8,589 and $20,611 in 2002, 2001 and 2000,
respectively.
                               Page 41


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


PENSION PLAN

     The corporation has a non-contributory defined benefit
pension plan covering the full-time U.S. employees of all U.S.
subsidiaries (with the exception of certain companies acquired in
2002 and 2001 who have not adopted the plan). These employees
become participants of the plan upon their completion of hours of
service requirements. Benefits under this plan are generally
based upon an employee's years of service and compensation
levels during employment with an offset provision for social
security benefits. It is the corporation's policy to fund pension
costs accrued.  Plan assets are invested in a diversified
portfolio consisting of equity and fixed income securities
(including $8,388 of Class A common stock of Kaman Corporation at
December 31, 2002).

     The pension plan costs were computed using the projected
unit credit actuarial cost method and include the following
components:



                                     2002        2001       2000
- -----------------------------------------------------------------
                                                
Service cost for benefits
 earned during the year          $ 10,061    $  9,757   $  9,528
Interest cost on projected
 benefit obligation                24,045      22,822     21,688
Expected return on
 plan assets                      (32,761)    (31,614)   (29,050)
Net amortization
 and deferral                      (1,382)     (3,589)    (2,635)
- -----------------------------------------------------------------
Net pension cost (income)        $    (37)   $ (2,624)  $   (469)
- -----------------------------------------------------------------











                               Page 42


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     The change in actuarial present value of the projected
benefit  obligation is as follows:



December 31                                2002          2001
- ---------------------------------------------------------------
                                                
Projected benefit obligation
 at beginning of year                   $ 329,168     $ 312,273
Service cost                               10,061         9,757
Interest cost                              24,045        22,822
Actuarial liability loss                   15,848           413
Plan amendments                                --           817
Benefit payments                          (17,909)      (16,914)
- ---------------------------------------------------------------
Projected benefit obligation at
 end of year                            $ 361,213     $ 329,168
- ---------------------------------------------------------------


     The change in the actuarial liability loss for 2002 is
principally due to effect of the change in the discount rate.

The change in fair value of plan assets is as follows:



December 31                                2002         2001
- --------------------------------------------------------------
                                               
Fair value of plan assets at
 beginning of year                      $ 386,642    $ 414,453
Actual return on plan assets              (30,920)     (10,897)
Employer contribution                          --           --
Benefit payments                          (17,909)     (16,914)
- --------------------------------------------------------------
Fair value of plan assets
 at end of year                         $ 337,813    $ 386,642
- --------------------------------------------------------------







                               Page 43


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000




December 31                                 2002        2001
- --------------------------------------------------------------
                                               
Excess (deficiency) of assets over
 projected benefit obligation            $(23,400)   $  57,474
Unrecognized prior service cost               576          582
Unrecognized net (gain) loss               25,425      (55,493)
- --------------------------------------------------------------
Accrued (prepaid) pension cost           $ (2,601)   $  (2,563)
- --------------------------------------------------------------


     The actuarial assumptions used in determining the funded
status and the net periodic benefit cost of the pension plan are
as follows:



December 31                                  2002       2001
- ----------------------------------------------------------------
                                                 
Discount rate                                 7.0%       7.5%
Expected return on plan assets              8.625%     8.625%
Average rate of increase in
 compensation levels                          4.0%       4.5%
- ----------------------------------------------------------------


     The corporation also maintains a defined contribution
plan which has been adopted by certain of its U.S. subsidiaries.
All employees of adopting employers who meet the eligibility
requirements of the plan may participate. Employer matching
contributions are currently made to the plan with respect to a
percentage of each participant's pre-tax contribution.  For each
dollar that a participant contributes, up to 5% of compensation,
participating subsidiaries make employer contributions of fifty
cents ($.50). Employer contributions to the plan totaled $3,019,
$3,438 and $3,514 in 2002, 2001 and 2000, respectively.

     Certain U.S. subsidiaries acquired in 2002 and 2001 maintain
their own defined contribution plans for their eligible
employees. Employer matching contributions are made on a
discretionary basis.


                               Page 44


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


OTHER LONG-TERM LIABILITIES

     Other long-term liabilities consist of the following:



December 31                        2002        2001
- -----------------------------------------------------
                                      
Supplemental employees'
 retirement plan                $  13,680   $  12,730
Deferred compensation               8,288       8,673
Other                               4,399       2,476
- -----------------------------------------------------
   Total                        $  26,367   $  23,879
- -----------------------------------------------------



COMMITMENTS AND CONTINGENCIES

     Rent commitments under various leases for office space,
warehouses, land and buildings expire at varying dates from
January 2003 to December 2010.  Certain annual rentals are
subject to renegotiation, with certain leases renewable for
varying periods. Lease periods for machinery and equipment
vary from 1 to 5 years.

     Substantially all real estate taxes, insurance and
maintenance expenses are obligations of the corporation. It is
expected that in the normal course of business, leases that
expire will be renewed or replaced by leases on other properties.

The following future minimum rental payments are required
under operating leases that have initial or remaining












                               Page 45


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


noncancelable lease terms in excess of one year as of December
31, 2002:


- -------------------------------------------------
                                      
2003                                     $ 12,312
2004                                        6,673
2005                                        4,302
2006                                        2,406
2007                                        1,502
Thereafter                                  1,274
- -------------------------------------------------
Total                                    $ 28,469
- -------------------------------------------------


     Lease expense for all operating leases, including leases
with terms of less than one year, amounted to $15,172, $15,113
and $14,710 for 2002, 2001 and 2000, respectively.

     From time to time, the corporation is subject to various
claims and suits arising out of the ordinary course of business,
including commercial, employment and environmental matters. While
the ultimate result of all such matters is not presently
determinable, based upon its current knowledge, management does
not expect that their resolution will have a material adverse
effect on the corporation's consolidated financial position.


COMPUTATION OF EARNINGS (LOSS)
PER SHARE

     The earnings (loss) per share - basic computation is based
on the net earnings (loss) divided by the weighted average number
of shares of common stock outstanding for each year.

     The earnings (loss) per share - diluted computation assumes
that at the beginning of the year the 6% convertible subordinated
debentures are converted into Class A common stock with the
resultant reduction in interest costs net of tax. The earnings
(loss) per share - diluted computation also includes the common
stock equivalency of dilutive options granted to employees under
the Stock Incentive Plan. Excluded from the earnings (loss) per



                               Page 46


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000

share - diluted calculation are options granted to employees that
are anti-dilutive based on the average stock price for the year.



                                 2002           2001         2000
- -----------------------------------------------------------------
                                              
Earnings (loss) per
 share - basic
   Net earnings (loss)    $   (33,601)   $    11,714   $   36,920
- -----------------------------------------------------------------
   Weighted average shares
    outstanding (000)          22,408         22,364       22,936
- -----------------------------------------------------------------
   Earnings (loss) per
    share - basic         $     (1.50)   $       .52   $     1.61
- -----------------------------------------------------------------
Earnings (loss) per
 share - diluted
   Net earnings (loss)    $   (33,601)   $    11,714   $   36,920
   Plus:
     After-tax interest savings
     on convertible debentures    918          1,093        1,031
- -----------------------------------------------------------------
   Net earnings (loss)
    assuming conversion   $   (32,683)   $    12,807   $   37,951
- -----------------------------------------------------------------
   Weighted average
    shares outstanding (000)   22,408         22,364       22,936
   Plus shares issuable on:
     Conversion of 6%
     convertible debentures        --          1,080        1,151
     Exercise of
      dilutive options             --            205           81
- -----------------------------------------------------------------
   Weighted average
    shares outstanding
    assuming conversion (000)  22,408         23,649       24,168
- -----------------------------------------------------------------
     Earnings (loss) per
      share - diluted(1)  $     (1.50)   $       .52   $     1.57
- -----------------------------------------------------------------


(1)  The calculated diluted earnings (loss) per share amounts for
2002 and 2001 are anti-dilutive, therefore, amounts shown are

                               Page 47


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


equal to the basic earnings (loss) per share calculation.
Additional potentially diluted average shares outstanding of
1,145,000 from the conversion of the debentures and the exercise
of dilutive stock options for the twelve months ended December
31, 2002 have been excluded from the average diluted shares
outstanding due to the loss from operations in that year.




STOCK PLANS

     Employees Stock Purchase Plan - The Kaman Corporation
Employees Stock Purchase Plan allows employees to purchase Class
A common stock of the corporation, through payroll deductions, at
85% of the market value of shares at the time of purchase. The
plan provides for the grant of rights to employees to purchase a
maximum of 1,500,000 shares of Class A common stock. There are no
charges or credits to income in connection with the plan. During
2002, 115,316 shares were issued to employees at prices ranging
from $8.59 to $15.33 per share.  During 2001, 106,921 shares were
issued to employees at prices ranging from $10.41 to $15.21 per
share. During 2000, 145,485 shares were issued to employees at
prices ranging from $7.76 to $13.60 per share. At December
31, 2002, there were approximately 865,300 shares available for
offering under the plan.

     Stock Incentive Plan - The corporation maintains a Stock
Incentive Plan that is scheduled to expire in November 2003. It
is expected that the corporation will renew the plan at that
time, subject to subsequent shareholders' approval. The Stock
Incentive Plan provides for the grant of non-statutory stock
options, incentive stock options, restricted stock awards and
stock appreciation rights primarily to officers and other key
employees. At December 31, 2002, there were approximately
321,700 shares available for the granting of stock options.

     Stock options are generally granted at prices not less
than the fair market value at the date of grant. Options granted
under the plan generally expire ten years from the date of grant
and are exercisable on a cumulative basis with respect to 20% of
the optioned shares on each of the five anniversaries from the
date of grant. Restricted stock awards are generally granted with
restrictions that lapse at the rate of 20% per year and are
amortized accordingly. Stock appreciation rights generally expire


                               Page 48


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


ten years from the date of grant and are exercisable on a
cumulative basis with respect to 20% of the rights on each of the
five anniversaries from the date of grant. These awards are
subject to forfeiture if a recipient separates from service with
the corporation.

     Restricted stock awards were made for 56,000 shares at
prices ranging from $14.50 to $17.74 per share in 2002, 100,000
shares at prices ranging from $15.63 to $16.31 per share in 2001
and 62,500 shares at prices ranging from $10.31 to $10.75 per
share in 2000. At December 31, 2002, there were 186,400 shares
remaining subject to restrictions pursuant to these awards.

     Stock appreciation rights were issued for 136,000 shares
at $14.50 per share in 2002, 205,000 shares at prices ranging
from $16.28 to $16.31 per share in 2001 and 130,000 shares at
$10.31 in 2000, to be settled only for cash. The corporation
recorded income for the stock appreciation rights of $440 in
2002, $575 in 2001 and $1,732 of expense in 2000 due to
fluctuations in the market price of the shares.



























                               Page 49


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     Stock option activity is as follows:



                                                        WEIGHTED-
                                                         AVERAGE
                                                        EXERCISE
Stock options outstanding:              OPTIONS          PRICE
- -----------------------------------------------------------------
                                                 
Balance at January 1, 2000              1,041,010          12.94
   Options granted                        225,500          10.31
   Options exercised                      (75,360)          8.86
   Options cancelled                     (121,170)         13.65
- -----------------------------------------------------------------
Balance at December 31, 2000            1,069,980          12.59
   Options granted                        335,000          16.27
   Options exercised                      (89,560)          9.96
   Options cancelled                      (56,290)         13.57
- -----------------------------------------------------------------
Balance at December 31, 2001            1,259,130          13.71
   Options granted                        211,500          14.50
   Options exercised                     (172,010)         11.60
   Options cancelled                      (79,820)         14.76
- -----------------------------------------------------------------
Balance at December 31, 2002            1,218,800          14.08
- -----------------------------------------------------------------
Weighted average contractual life
 remaining at December 31, 2002         6.7 years
- -----------------------------------------------------------------
Range of exercise prices for options   $    9.50-      $   13.26-
 outstanding at December 31, 2002      $    13.25      $   17.00
- -----------------------------------------------------------------
Options outstanding                       367,070        851,730
Options exercisable                       264,110        289,760
Weighted average contractual
 remaining life of options
 outstanding                            4.9 years       7.4 years
Weighted average exercise price:
   Options outstanding                 $    10.97      $   15.42
   Options exercisable                 $    11.22      $   15.59
- -----------------------------------------------------------------





                               Page 50


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     As of December 31, 2001 and 2000, there were 577,450 and
472,210 options exercisable, respectively.

     As permitted by the Statement of Financial Accounting
Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation," the corporation has elected to continue following
the guidance of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," for measurement
and recognition of stock-based transactions with employees.
Accordingly, no compensation cost has been recognized for its
stock plans other than for the restricted stock awards and stock
appreciation rights.  Under the disclosure alternative of SFAS
123, the pro forma net earnings and earnings per share
information presented below includes the compensation cost of
stock options issued to employees based on the fair value at
the grant date and includes compensation cost for the 15%
discount offered to participants in the employees stock purchase
plan.



                                   2002         2001         2000
- -----------------------------------------------------------------
                                               
Net earnings (loss):
   As reported                $ (33,601)   $  11,714    $  36,920
   Pro forma                    (34,517)      10,767       36,288
Earnings (loss) per
 share - basic:
   As reported                    (1.50)         .52         1.61
   Pro forma                      (1.54)         .48         1.58
Earnings (loss) per share - diluted:
   As reported                    (1.50)         .52         1.57
   Pro forma                      (1.54)         .48         1.55
- -----------------------------------------------------------------


     The fair value of each option grant is estimated on the
date of grant by using the Black-Scholes option-pricing model.
The following weighted-average assumptions were used for grants
in 2002, 2001 and 2000:






                               Page 51


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000




                                   2002          2001        2000
- -----------------------------------------------------------------
                                               
Expected dividend yield           3.0%         2.7%         4.3%
Expected volatility                45%          45%          38%
Risk-free interest rate           4.9%         5.1%         6.5%
Expected option lives          8 years      8 years      8 years
Per share fair value of
 options granted             $    5.86     $   6.84     $   3.35
- -----------------------------------------------------------------


SEGMENT INFORMATION

     The corporation reports results in three business segments--
Aerospace, Industrial Distribution and Music Distribution.

     The Aerospace segment produces aircraft structures and
components for military and commercial aircraft, including
specialized aircraft bearings, manufactures and supports the
SH-2G Super Seasprite naval helicopter and the K-MAX medium-to-
heavy lift helicopter, and provides various advanced technology
products serving critical specialized markets including missile
and bomb fuzing. During the second quarter of 2002, the segment
recorded a pre-tax charge of $85,969 to cover the write-down of
K-MAX helicopter assets, principally inventories; for cost growth
associated with the Australian SH-2G(A) helicopter program; and
to phase out operations at the company's Moosup, Connecticut
plant by the end of 2003. During 2001, the segment recorded a
sales and pre-tax earnings adjustment of $31,181, substantially
all of which is associated with a change in estimated cost to
complete the SH-2G(A) helicopter program for Australia. As a
result of the 2002 and 2001 Australian SH-2G(A) program
adjustments, the contract is now in a loss position.

     The Industrial Distribution segment is one of the
nation's larger distributors of power transmission, motion
control, material handling and electrical components and a wide
range of bearings. Products and value-added services are offered
to a customer base of more than 50,000 companies representing a
highly diversified cross-section of North American industry.




                               Page 52


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     The Music Distribution segment is the largest independent
distributor of musical instruments and accessories, offering more
than 10,000 products for amateurs and professionals. Proprietary
products include Ovation(R), Takamine(R), and Hamer(R) guitars,
Latin Percussion(R) and Toca(R) instruments, Gibraltar(R)
percussion hardware and Gretsch(R) professional drum sets.

Summarized financial information by business segment is
as follows:



                                2002           2001        2000
- -----------------------------------------------------------------
                                             
Net sales:
   Aerospace             $   275,942    $   301,580   $  381,932
   Industrial
    Distribution             477,156        453,718      520,779
   Music Distribution        127,678        120,571      128,523
- -----------------------------------------------------------------
                         $   880,776    $   875,869   $1,031,234
- -----------------------------------------------------------------
Operating profit (loss):
   Aerospace             $   (55,208)   $     6,542   $   44,236
   Industrial
    Distribution              12,344         13,217       22,902
   Music Distribution          7,157          6,580        7,441
- -----------------------------------------------------------------
                             (35,707)        26,339       74,579
Interest, corporate and
 other expense, net          (15,219)       (10,675)     (16,859)
- -----------------------------------------------------------------
Earnings (loss) before
 income taxes            $   (50,926)   $    15,664   $   57,720
- -----------------------------------------------------------------
Identifiable assets:
   Aerospace             $   308,275    $   302,076   $  307,762
   Industrial
    Distribution             144,585        134,974      137,297
   Music Distribution         68,448         45,783       53,444
   Corporate                  14,232         39,113       55,327
- -----------------------------------------------------------------
                         $   535,540    $   521,946   $  553,830
- -----------------------------------------------------------------


                               Page 53


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000



                                2002           2001        2000
- -----------------------------------------------------------------
                                             
Capital expenditures:
   Aerospace             $     5,255    $     5,107   $    6,110
   Industrial
    Distribution               1,494          1,501        2,947
   Music Distribution            515          1,018          812
   Corporate                     337            407        1,175
- -----------------------------------------------------------------
                         $     7,601    $     8,033   $   11,044
- -----------------------------------------------------------------
Depreciation and amortization:
   Aerospace             $     6,773    $     6,175   $    5,875
   Industrial
    Distribution               2,457          2,742        3,138
   Music Distribution          1,278          1,430        1,490
   Corporate                   1,112          1,094        1,127
- -----------------------------------------------------------------
                         $    11,620    $    11,441   $   11,630
- -----------------------------------------------------------------





                            2002           2001          2000
- -----------------------------------------------------------------
                                             
Geographic information - sales:
   United States         $   758,240    $   726,756   $  789,533
   Australia/New Zealand      64,071        100,121      186,537
   Canada                     28,049         27,162       29,455
   Europe                     14,933         12,319       12,765
   Mexico                      8,046          1,484        1,453
   Japan                       4,492          6,154        6,862
   Other                       2,945          1,873        4,629
- -----------------------------------------------------------------
                         $   880,776    $   875,869   $1,031,234
- -----------------------------------------------------------------






                               Page 54


Notes to Consolidated Financial Statements (CONTINUED)
IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
KAMAN CORPORATION AND SUBSIDIARIES
DECEMBER 31, 2002, 2001 AND 2000


     Operating profit is total revenues less cost of sales and
selling, general and administrative expense other than general
corporate expense.  The "Interest, corporate and other expense,
net" includes a pre-tax gain of $1,928 related to the sale of
product line in 2002 and a pre-tax gain of $2,679 related to the
sale of two buildings in 2001.

     Identifiable assets are year-end assets at their respective
net carrying value segregated as to segment and corporate use.
The reductions in corporate assets in 2002 and 2001 are
principally due to the use of cash and cash equivalents in each
year.

     Net sales by the Aerospace segment made under contracts
with U.S.   Government agencies (including sales to foreign
governments through foreign military sales contracts with U.S.
Government agencies) account for $102,241 in 2002, $81,106 in
2001 and $81,519 in 2000.

     Sales made by the Aerospace segment under a contract
with one customer were $52,029, $76,865 and $130,285 in 2002,
2001 and 2000, respectively.

























                               Page 55


Report of Independent Auditors
KAMAN CORPORATION AND SUBSIDIARIES

KPMG LLP
Certified Public Accountants
One Financial Plaza
Hartford, Connecticut 06103

THE BOARD OF DIRECTORS AND SHAREHOLDERS
KAMAN CORPORATION:

     We have audited the accompanying consolidated balance sheets
of Kaman Corporation and subsidiaries as of December 31, 2002 and
2001, and the related consolidated statements of operations,
changes in shareholders' equity and cash flows for each of the
years in the three year period ended December 31, 2002. These
consolidated financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with auditing
standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Kaman Corporation and subsidiaries at
December 31, 2002 and 2001 and the results of their operations
and their cash flows for each of the years in the three year
period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.



/s/ KPMG LLP
January 28, 2003








                               Page 56


























































                            EXHIBIT 21

                         KAMAN CORPORATION

                           SUBSIDIARIES

Following is a list of the Corporation's subsidiaries, each of
which, unless otherwise indicated, is wholly owned by the
Corporation either directly or through another subsidiary.  Second-
tier subsidiaries are listed under the name of the parent
subsidiary.

Name                                       State of Incorporation
- -------------------------------------------------------------------
Registrant:  KAMAN CORPORATION                    Connecticut

Subsidiaries:

Kaman Aerospace Group, Inc.                       Connecticut

  Kaman Aerospace Corporation                     Delaware
       K-MAX Corporation                          Connecticut
  Kaman Aerospace International Corporation       Connecticut
  Kaman X Corporation                             Connecticut
  Kamatics Corporation                            Connecticut
  Kaman PlasticFab Group, Inc.                    Delaware
       Plastic Fabricating Company, Inc.          Delaware
  Kaman Dayron, Inc.                              Florida
  RWG Frankenjura-Industrie Flugwerklager GmbH    Germany

Kaman Industrial Technologies Corporation         Connecticut

  Kaman Industrial Technologies, Ltd.             Canada
  Delamac de Mexico, S.A. de C.V. (60%)           Mexico

Kaman Music Corporation                           Connecticut

  KMI Europe, Inc.                                Delaware
  B & J Music Ltd.                                Canada
  Latin Percussion, Inc.                          New Jersey

Kaman Foreign Sales Corporation                   Barbados






































































                              EXHIBIT 23

                   CONSENT OF INDEPENDENT AUDITORS



KPMG LLP
Certified Public Accountants
One Financial Plaza
Hartford, Connecticut 06103


The Board of Directors and Shareholders
Kaman Corporation:

We consent to incorporation by reference in the Registration
Statements (Nos. 33-51483 and 33-51485) on Form S-8 of Kaman
Corporation of our reports dated January 28, 2003, relating to
the consolidated balance sheets of Kaman Corporation and
subsidiaries as of December 31, 2002 and 2001 and the related
consolidated statements of operations, changes in shareholders'
equity and cash flows for each of the years in the three-year
period ended December 31, 2002, and the related schedule, which
reports appear or are incorporated by reference in the
December 31, 2002 annual report on Form 10-K of Kaman
Corporation.



/s/ KPMG LLP


Hartford, Connecticut
March 25, 2003














































































                            EXHIBIT 24

                        POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
does hereby appoint and constitute Paul R. Kuhn and Robert M.
Garneau and each of them as his or her agent and attorney-in-fact
to execute in his or her name, place and stead (whether on behalf
of the undersigned individually or as an officer or director of
Kaman Corporation or otherwise) the Annual Report on Form 10-K of
Kaman Corporation respecting its fiscal year ended December 31,
2002 and any and all amendments thereto and to file such Form 10-K
and any such amendment thereto with the Securities and Exchange
Commission.  Each of the said attorneys shall have the power to act
hereunder with or without the other.

    IN WITNESS WHEREOF, the undersigned have executed this
instrument this 25th day of February, 2003.




Brian E. Barents                  C. William Kaman, II
E. Reeves Callaway, III           Eileen S.  Kraus
Frank C. Carlucci                 Paul R. Kuhn
Laney J.  Chouest                 Walter H. Monteith, Jr.
John A. DiBiaggio                 Wanda L. Rogers
Huntington Hardisty               Richard J. Swift
Edwin A. Huston

















































































                           Exhibit 99.1



                     Certification Pursuant to
                      18 U.S.C. Section 1350,
                      As Adopted Pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Annual Report of Kaman Corporation
(the "Corporation") on Form 10-K for the fiscal year ended
December  31, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Paul R.
Kuhn, Chief Executive Officer of the Corporation, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best
of my knowledge:

1)  The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, and

2)  The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Corporation.




By: /s/ Paul R. Kuhn
- ---------------------
Paul R. Kuhn
Chairman, President and
Chief Executive Officer
March 26, 2003











A signed original of this written statement required by Section
906 has been provided to Kaman Corporation and will be retained
by Kaman Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.






























































                          Exhibit 99.2



                    Certification Pursuant to
                     18 U.S.C. Section 1350,
                     As Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Annual Report of Kaman Corporation
(the "Corporation") on Form 10-K for the fiscal year ended
December 31, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Robert M.
Garneau, Chief Financial Officer of the Corporation, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best
of my knowledge:

1)  The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, and

2)  The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Corporation.




By: /s/ Robert M. Garneau
- -------------------------
Robert M. Garneau
Executive Vice President
and Chief Financial Officer
March 26, 2003











A signed original of this written statement required by Section
906 has been provided to Kaman Corporation and will be retained
by Kaman Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.