THIRD AMENDMENT TO KAMAN CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

        

THIS THIRD AMENDMENT is dated November 7, 2012, between Kaman Corporation, a Connecticut corporation (the “Company”), and William C. Denninger (the “Executive”) (this “Amendment”).

WHEREAS, the Executive and the Company are parties to a Change in Control Agreement effective as of November 17, 2008, as amended (the “Agreement”);

WHEREAS, on February 25, 2010, the Company provided the Executive with written notice of non-renewal in accordance with Section 2 of the Agreement;

WHEREAS, the Company has determined to rescind its notice of non-renewal and to renew the Agreement;

WHEREAS, the Executive agrees with the terms of this Amendment;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows, effective as of November 17, 2012:

“2. Term.

The Term of this Agreement is renewed for a period of three (3) years, beginning November 17, 2012 and shall be automatically extended thereafter for successive one (1) year periods unless, at least ninety (90) days prior to the end of the then current one (1) year term, the Company or Executive has notified the other that the term hereunder shall expire at the end of the then-current term. Notwithstanding any such notice, the term of this Agreement shall not expire before the second anniversary of a Change in Control that occurs within the term of this Agreement. The renewal term beginning November 17 , 2012, as it may be extended under this Section 2, is herein referred to as the “Term.””

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the day and year first written above.

    

/s/ Neal J. Keating                

Neal J. Keating

Chairman, President & Chief Executive

Officer

                    

                            

/s/ William C. Denninger