EXHIBIT 10c
KAMAN CORPORATION
SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
(Amended and Restated as of January 1, 1994)
THIS AMENDMENT AND RESTATEMENT is adopted by KAMAN
CORPORATION, a Connecticut corporation (the "Company"), effective
as of January 1, 1994.
WHEREAS, the Company adopted the Kaman Corporation
Supplemental Employees' Retirement Plan (originally known as the
"Kaman Corporation Excess Benefit Plan") (the "Plan" or "SERP")
on April 30, 1976 effective as of January 1, 1976 and amended the
same by the First, Second, and Third Amendments effective
February 11, 1986, November 26, 1986, and June 30, 1987,
respectively, and
WHEREAS, the SERP was amended and restated as of January 1,
1989, and the Amended and Restated SERP was subsequently amended
by the First Amendment effective January 1,1990, and
WHEREAS, the SERP was amended and restated a second time as
of October 1, 1993 upon the occasion of the Company's adoption of
the Kaman Corporation Deferred Compensation Plan ("Deferral
Plan") pursuant to which certain Employees (as defined herein)
may elect to defer the payment of a portion of their
compensation, which, if paid currently, would otherwise be
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included in the compensation of the Employee utilized for
purposes of determining benefits under the Kaman Corporation
Employees' Pension Plan (the "Pension Plan"), and
WHEREAS, the Company has amended the Deferral Plan document
to provide for a separate and distinct Supplemental Deferred
Compensation Plan for the benefit of certain key management
employees who are not Participants in the SERP, and
WHEREAS, the Company reserved the right to amend the SERP in
Paragraph 6 of the SERP, and
WHEREAS, the Company wishes to amend and restate the SERP
in various respects,
NOW, THEREFORE, the SERP is amended and restated as
follows:
1. Purposes. This Plan is maintained by the Company for
the following purposes:
(a) Providing to certain Employees who are
participants in the Pension Plan benefits which are in excess of
the limitations on contributions and benefits imposed on the
Pension Plan by Section 415 of the Internal Revenue Code of 1986
(the "Code") and benefits which are in excess of the Pension Plan
benefits that are produced when taking into account the
limitation on compensation imposed by Code Section 401(a)(17).
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This portion of the Plan is to have the effect of treating all
Participants whose Pension Benefits would be limited by Code
Section 415 or Code Section 401(a)(17) in the same manner as
participants in the Pension Plan who are not so limited are
treated, to the end that aggregate benefits payable to any
Participant or his Beneficiary under the Pension Plan pursuant to
the Pension Plan and this Plan shall be equal to the Pension
Benefits which would otherwise have been payable but for the
limitations imposed by Code Section 415 and Code Section
401(a)(17).
(b) Providing to certain Participants who also
participate in the Deferral Plan an additional benefit which is
the equivalent of the reduction in benefits under the Pension
Plan that results from the exclusion of any "Deferral Amounts"
(as defined in the Deferral Plan) from the compensation of the
Employee utilized for purposes of determining the benefits under
the Pension Plan. This portion of the Plan is to have the effect
of putting such Participants in the same position they would have
been in had they not made any Deferral Elections under the
Deferral Plan.
(c) Providing to those Participants who are Employees
of a subsidiary of the Company an additional benefit which is the
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equivalent of the additional benefit that they would have
received under the Pension Plan if they were direct Employees of
the Company rather than Employees of a subsidiary of the Company.
2. Definitions. Benefits under this Plan will hereinafter
be referred to as "Benefits." Benefits under the Pension Plan
will hereinafter be referred to as "Pension Benefits." The terms
"Beneficiary" and "Employee" shall have the same meaning as under
the Pension Plan. The term "Participant" means any Employee of
the Company or any subsidiary who is designated as a Participant
on June 23, 1987 or who is thereafter so designated by action of
the Personnel and Compensation Committee of the Board of
Directors or the Board of Directors of the Company. References in
this Plan to sections of the Code and ERISA shall include
references to the comparable or succeeding provisions of any
legislation which amends or replaces such sections.
3. Determination of Benefits. Benefits under this Plan
shall be the difference between (i) the amount of annual benefit
which would have accrued for a Participant under the Pension Plan
(A) if the Participant did not participate in the Deferral Plan
and (B) had the Company not been limited by Code Section 415 or
Code Section 401(a)(17) but had continued to fund the amount of a
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Participant's annual benefit to the same extent as in the case of
other Participants with respect to whom the Company was not so
limited and (ii) the amount of annual benefit to which the
Participant is entitled under the Pension Plan. In the case of
Participants who are Employees of a subsidiary of the Company,
beginning January 1, 1995, the Benefit under this Plan shall also
include the difference, if any, between (i) the amount of annual
benefit which would have accrued for a Participant under the
Pension Plan if the Participant were a direct Employee of the
Company and (ii) the amount of annual benefit to which the
Participant is entitled under the Pension Plan. This Plan shall
have the effect of providing the Participant with an unfunded
benefit subject to the same terms and conditions as contained in
the Pension Plan.
4. Form and Time of Payments. (a) The form and time of
Benefit payments under this Plan shall be in the same form and at
the same time or times as the payments being made under the
Pension Plan to which the payments hereunder are supplemental.
Any election of an optional form of payment under the Pension
Plan shall be deemed an election of payment in similar form
hereunder.
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(b) Notwithstanding any provision in this Plan to the
contrary, if payments under the Pension Plan commence earlier
than the date the Participant actually retires, dies, or
otherwise terminates employment, then Benefits under this Plan
shall be paid in the same form as payments being made under the
Pension Plan, but shall not commence until the Participant
actually retires, dies or otherwise terminates employment and the
Participant shall not be entitled to the Benefits under this Plan
that were not paid during the period before he actually retired,
died, or otherwise terminated employment.
(c) If on the first day that the Participant is entitled to
receive a Benefit payment under this Plan, the Participant's
Benefit under this Plan is not greater than $100 per month or
said Benefit does not have a present value greater than $10,000,
then the Company shall pay the present value of said Benefit to
the Participant in a single lump sum on said date and the
Participant shall not have any further rights hereunder.
(d) Any Participant who is actively employed at January 1,
1994 and who subsequently commences receiving Benefits under this
Plan pursuant to Section 4(b), shall be entitled to receive a
distribution equal to ninety percent (90%) of the present value
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of his remaining Benefit under this Plan in a single lump sum by
providing written notice to the Committee of his desire to
receive such a distribution. The distribution shall be made
within ninety (90) days of the receipt by the Committee of the
Participant's election, and, upon such payment, the Participant
shall have no further interest in the Plan. If at any time there
shall be an administrative determination by the Internal Revenue
Service ("IRS") that the inclusion of this provision in this Plan
will cause the Participants to be in constructive receipt of any
Benefits payable hereunder, then this provision shall be deemed
null and void ab initio and no Participant shall have any right
to make any such election.
5. Administration. This Plan shall be administered by a
Committee appointed or designated by the Board of Directors of
the Company for this purpose (the "Committee") which shall have
the authority and discretion to operate, administer, interpret
and construe this Plan, to make all computations of Benefits
hereunder and to determine all questions of eligibility, status
and rights of Participants and their beneficiaries hereunder. The
determination or action of the Committee respecting the
administration of this Plan shall be final, conclusive and
binding on all persons having an interest herein.
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6. Amendment and Termination. (a) The Board of Directors
of the Company reserves the right to amend or terminate this Plan
at any time, in whole or in part. The Board of Directors may
delegate the authority to amend or terminate this Plan to a
committee of the Board of Directors or to the Committee.
Notwithstanding the foregoing, no amendment or termination shall
have the effect of reducing or discontinuing any payments then
being made or due to be made under the terms hereof immediately
prior to such action, nor of reducing or terminating any rights
to future payments of Benefits accrued under this Plan as of the
date of termination. Future payments of Benefits accrued under
this Plan at any particular date shall be determined in the same
manner as under the Pension Plan.
(b) Any Change in Control (as defined in paragraph (c)
below) shall be regarded as a termination of this Plan.
Notwithstanding paragraph (a), upon any such termination
occasioned by a Change in Control, the Company shall be required
to (i) distribute to each Participant hereunder in a cash lump
sum the respective present value of the Participant's Benefit
accrued under this Plan as of the date of termination, such
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amount to be payable within sixty days of the Change in Control,
or (ii) fund the Benefits under this Plan accrued as of the date
of termination by establishing a so-called "Rabbi Trust" for such
purposes and arranging for a renewable letter of credit (X) in an
amount equal to the aggregate present value of all Benefits
accrued under this Plan as of the date of termination, (Y) which
may be drawn upon by the Trustee of the Rabbi Trust for purposes
of paying Benefits to Participants, and (Z) which provides by its
terms that the trustee may draw upon the letter of credit prior
to its expiration unless the interests of Participants are
reasonably protected either by the issuance of a replacement
letter of credit in the amount of the then present value of
remaining Benefits accrued under this Plan or by the funding of
the trust in the same amount with money market funds or
investment grade securities other than securities of the Company
or any affiliate.
(c) "Change in Control" means the first to occur of any of
the following events:
(i) 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
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in Section 13(d) of the Exchange Act), directly or indirectly, of
50% or more of the Company'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 the Company such that those
persons serving as directors of the Company immediately prior to
the Change in Ownership cease to represent at least one-half of
the members of the Board of Directors of the Company.
(ii) Any consolidation or merger of the Company, other
than a merger of the Company in which the holders of the common
stock of the Company immediately prior to the merger hold more
than 50% of the common stock of the surviving corporation
immediately after the merger.
(iii) The shareholders of the Company approve any plan
or proposal for the dissolution of the Company; or
(iv) Substantially all of the assets of the Company
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 the
Company is a member.
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7. General Provisions. (a) Benefits payable hereunder
will be made from the Company's general funds; (b) nothing herein
contained shall be construed to give any person the right to be
retained in the service of the Company or to interfere with the
rights of the Company to discharge any Employee at any time; (c)
Benefits hereunder may not be assigned or anticipated and no such
Benefits shall be subject to legal process or attachment for the
payment of any claims against any person entitled to receive such
Benefits; and (d) this Plan shall be administered and construed
in accordance with Connecticut law.
8. Elections. A Participant shall be entitled to make an
irrevocable election to terminate his participation in this Plan
in order to receive the supplemental deferred compensation under
the Deferral Plan. The election shall be made on the form
prescribed by the Committee. Any such election shall be effective
upon the Committee's receipt of a properly completed election
form. As soon as practicable thereafter, the Company agrees to
credit the Participant's account balance under Section 6A of the
Deferral Plan in an amount equal to the then present value of his
accrued Benefit under this Plan, after assuming that Benefits
would commence at early retirement age (or the actual age of the
Participant if older at the time), and the former Participant
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shall not have any further rights hereunder. Any Participant who
makes the election provided for in this Section 8 shall be
ineligible to participate in this Plan thereafter.
9. Calculation of Present Value of Accrued Benefit. Whenever
it shall be necessary to calculate the present value of a
Participant's accrued Benefit hereunder, such calculation shall
be made based upon the interest and/or mortality assumptions used
for FASB purposes with respect to the Pension Plan which are in
effect as of the close of the most recently concluded fiscal year
of the Company.
IN WITNESS WHEREOF, Kaman Corporation has caused this
Amendment and Restatement to be executed on its behalf by its
duly authorized officer and its corporate seal to be hereunto
affixed this 28th day of December, 1994.
ATTEST: KAMAN CORPORATION
Candace A. Clark By Robert M. Garneau
Assistant Secretary Its Senior Vice President
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FIRST AMENDMENT
TO
KAMAN CORPORATION SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
WHEREAS, Kaman Corporation ("Kaman") established the Kaman
Corporation Supplemental Employees' Retirement Plan (originally
known as the "Kaman Corporation Excess Benefit Plan") (the "Plan"
or "SERP") on April 30, 1976 effective as of January 1, 1976
which has been amended from time to time and, most recently, was
restated in its entirety on January 1, 1994; and
WHEREAS, section 6 of the SERP permits the amendment of the
SERP at any time and from time to time; and
WHEREAS, Kaman desires to amend the SERP in certain respects
hereafter enumerated;
NOW THEREFORE, the SERP is hereby amended as follows:
1. Beginning with the 1998 Plan Year, section 3 of the
SERP is hereby deleted and replaced with the following:
"Determination of Benefits. Benefits under this Plan shall
be the difference between (i) the amount of annual benefit
which would have accrued for a Participant under the Pension
Plan (A) if the Participant did not participate in the
Deferral Plan and (B) had the Company not been limited by
Code Section 415 or Code Section 401(a)(17) but had
continued to fund the amount of a Participant's annual
benefit to the same extent as in the case of other
Participants with respect to whom the Company was not so
limited, without reduction for any prior minimum
distributions required to have been made under Code Section
401(a)(9), and (ii) the amount of the annual benefit to
which the Participant is entitled under the Pension Plan. In
the case of Participants who are Employees of a subsidiary
of the Company, beginning January 1, 1995, the Benefit under
this Plan shall also include the difference, if any, between
(i) the amount of annual benefit which would have accrued
for a Participant under the Pension Plan if the Participant
were a direct Employee of the Company without reduction for
any prior minimum distributions required to have been made
under Code Section 401(a)(9) and (ii) the amount of annual
benefit to which the Participant is entitled to under the
Pension Plan. This Plan shall have the effect of providing
the Participant with an unfunded benefit subject to the same
terms and conditions as contained in the Pension Plan."
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EXCEPT AS AMENDED HEREIN, the terms of the SERP, as amended
and restated, as of January 1, 1994, are confirmed and remain
unchanged.
IN WITNESS WHEREOF, Kaman Corporation has caused this First
Amendment to be executed on its behalf by its duly authorized
officer as of the 10th day of February, 1998.
KAMAN CORPORATION
By:
Robert M. Garneau
Executive Vice President
ATTEST:
Candace A. Clark
2/10/98
Date
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SECOND AMENDMENT TO KAMAN CORPORATION
SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
WHEREAS, Kaman Corporation ("Kaman") established the Kaman
Corporation Supplemental Employees' Retirement Plan (originally
known as the "Kaman Corporation Excess Benefit Plan") (the "Plan"
or "SERP") on April 30, 1976, effective as of January 1, 1976,
which has been amended from time to time and, most recently, was
restated in its entirety on January 1, 1994; and
WHEREAS, Section 6 of the SERP permits the amendment of the
SERP at any time and from time to time; and
WHEREAS, Kaman desires to amend the SERP in certain respects
hereafter enumerated;
NOW THEREFORE, the SERP is hereby amended as follows:
1. The following new Section 10 is added to the SERP,
effective August 2, 1999:
"10. Provisions Relating Solely to Paul R. Kuhn.
(a) In the case of Paul R. Kuhn, benefits under this
Plan shall generally be determined in accordance with the
foregoing provisions of this Plan. However, in computing the
amount of annual benefit which would have accrued for a
Participant under the Pension Plan for purposes of part (i) of
the first sentence of Section 3 (as set forth in the First
Amendment to the Plan), but not for purposes of part (ii) of said
first sentence of Section 3, the following adjustments shall be
made solely in the case of Paul R. Kuhn:
1) Credited Service and Continuous Service (as those
terms are defined in the Pension Plan) shall accrue at a rate of
two (2) years for each completed calendar year of employment, for
the first five calendar years of employment (i.e., through
December 31, 2003). For this purpose, the period from August 2,
1999 through December 31, 1999 shall be deemed to constitute one
completed calendar year of employment.
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(2) Credited Service and Continuous Service (as those
terms are defined in the Pension Plan) shall accrue at a rate of
three (3) years for each completed calendar year of employment,
for each completed calendar year of employment thereafter (i.e.,
each calendar year beginning on or after January 1, 2004).
(3) If his employment ends within two (2) years after
August 2, 1999 (i.e., prior to August 2, 2001), he will be deemed
to have earned a total of eight (8) years of Credited Service and
Continuous Service (as those terms are defined in the Pension
Plan) at the date which would have been his Normal Retirement
Date (as that term is defined in the Pension Plan) had his
employment not ended. In such event, benefits shall be due and
payable only at what would have been his Normal Retirement Date.
(b) His benefit shall otherwise be computed in
accordance with the provisions of Section 3 (as set forth in the
First Amendment), to the extent such provisions are not
inconsistent with the provisions of this Section 10."
EXCEPT AS AMENDED HEREIN, the terms of the SERP, as amended
and restated as of January 1, 1994, and as amended by a First
Amendment, are confirmed and remained unchanged.
IN WITNESS WHEREOF, Kaman Corporation has caused this Second
Amendment to be executed on its behalf by its duly authorized
officer this 2nd day of September, 1999.
KAMAN CORPORATION
By: Robert M. Garneau
Title
Attest:
Candace A. Clark
Date: 9/2/99
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THIRD AMENDMENT TO KAMAN CORPORATION
SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
WHEREAS, Kaman Corporation ("Kaman") established the Kaman
Corporation Supplemental Employees' Retirement Plan (originally
known as the "Kaman Corporation Excess Benefit Plan") (the "Plan"
or "SERP") on April 30, 1976, effective as of January 1, 1976,
which has been amended from time to time and, most recently, was
restated in its entirety on January 1, 1994; and
WHEREAS, Section 6 of the SERP permits the amendment of the
SERP at any time and from time to time; and
WHEREAS, Kaman desires to amend the SERP in certain respects
hereafter enumerated;
NOW THEREFORE, the SERP is hereby amended as follows:
1. Beginning with the 1999 Plan Year (as defined in the
SERP), the following new Section 11 is added to the SERP:
"11. Provisions Relating to Other Participants Affected by
Other Agreements.
It is possible that one or more Participants shall enter
into a legally binding agreement or agreements with the Company
or a subsidiary thereof which relate (in whole or in part) to the
Participant's participation in this Plan and benefits hereunder.
Such agreement may include, without limitation, providing for
additional Continuous and Credited Service (as those terms are
defined in the Kaman Corporation Employees' Pension Plan) in
computing benefits under this Plan, in all cases or only upon the
occurrence of one or more events. Any benefits payable hereunder
shall be determined with reference to any such agreement."
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EXCEPT AS AMENDED HEREIN, the terms of the SERP, as amended
and restated as of January 1, 1994, and as amended by a First
Amendment and a Second Amendment, are confirmed and remain
unchanged.
IN WITNESS WHEREOF, Kaman Corporation has caused this Third
Amendment to be executed on its behalf by its duly authorized
officer this 16th day of November, 1999.
KAMAN CORPORATION
By: Robert M. Garneau
Title Executive Vice
President
Attest:
Candace A. Clark
Date: Nov. 16, 1999
Page 18
FOURTH AMENDMENT TO KAMAN CORPORATION
SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
WHEREAS, Kaman Corporation ("Kaman" or the "Company")
established the Kaman Corporation Supplemental Employees'
Retirement Plan (originally known as the "Kaman Corporation
Excess Benefit Plan") (the "Plan" or "SERP") on April 30, 1976,
effective as of January 1, 1976, which has been amended from time
to time and, most recently, was restated in its entirety on
January 1, 1994; and
WHEREAS, Section 6 of the SERP permits the amendment of the
SERP at any time and from time to time; and
WHEREAS, Kaman desires to amend the SERP in certain respects
hereafter enumerated;
NOW THEREFORE, the SERP is hereby amended as follows:
1. Paragraph (b) of Section 4 is amended to read as
follows:
"(b) Notwithstanding any provision in this Plan to the
contrary, if payments under the Pension Plan commence
earlier than the date the Participant actually retires,
dies, or otherwise terminates employment, then Benefits
under this Plan shall be paid in the same form as payments
being made under the Pension Plan, but except as provided in
the following sentence, shall not commence until the
Participant actually retires, dies or otherwise terminates
employment; and the Participant shall not be entitled to the
Benefits under this Plan that were not paid during the
period before he actually retired, died, or otherwise
terminated employment. In the case of Charles H. Kaman,
however, payments shall commence following a determination
by the Committee that Charles H. Kaman is Totally Disabled,
if earlier. Charles H. Kaman shall be considered to be
Totally Disabled hereunder if the Committee determines that
he is unable to perform the essential duties of his
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occupation due to injury or sickness, and that such
condition has existed for a period of at least six (6)
months. Such payments shall cease if Charles H. Kaman
returns to active employment with Kaman Corporation.
Charles H. Kaman shall not be entitled to receive benefits
under this Plan that were not paid during the period before
the Committee determines him to be Totally Disabled."
2. Paragraph (a) of Section 6 is amended to read as
follows:
"(a) The Board of Directors of the Company reserves
the right to amend or terminate this Plan at any time, in
whole or in part. The Board of Directors may delegate the
authority to amend or terminate this Plan to a committee of
the Board of Directors or to the Committee. Notwithstanding
the foregoing, no amendment or termination shall have the
effect of reducing or discontinuing any payments then being
made or due to be made under the terms hereof immediately
prior to such action, nor of reducing or terminating any
rights to future payments of Benefits accrued under this
Plan as of the date of termination. Future payments of
Benefits accrued under this Plan at any particular date
shall be determined in the same manner as under the Pension
Plan. In the event of a Change in Control, as defined in
paragraph (c) hereof, then in addition to any other
protections contained in this paragraph (a), no amendments
may be made to the Plan which would adversely affect current
Participants or Participants receiving distributions as to
the calculation or payment of benefits accrued under the
Plan to the date of the amendment."
3. Paragraph (b) of Section 6 is amended to read as
follows:
"(b) In the event of a Change in Control, as defined
in paragraph (c) below, the Company shall have the
obligation to promptly establish a "rabbi trust" with an
independent corporate trustee, similar in nature to the
Kaman Corporation Deferred Compensation Plan Trust
Agreement, if one had not previously been established.
Under the terms of the Trust, any assets placed in trust
shall continue to be available to the creditors of the
Company in the event of the Company's bankruptcy or
insolvency, and accordingly, the rights of Participants, and
their Beneficiaries, shall be and remain those of an
unsecured general creditor of the Company notwithstanding
the establishment of such a Trust. The Company shall
immediately upon establishment of such Trust make
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contributions to the Trust in cash, in an amount sufficient
to cause the Trust Fund to equal at least the present value
of all benefits accrued under the Plan for Participants and
beneficiaries thereof as of the Change in Control. If such
Trust had been established prior to the Change of Control,
however, such contributions shall be made on or before the
occurrence of such Change in Control. Thereafter, on at
least an annual basis (the "valuation date"), the Company
shall have the obligation to make additional contributions
to the Trust, 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 present value 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. If the Company fails to satisfy any of the
requirements of this paragraph (b) of this Section 6, the
Plan will automatically terminate and notwithstanding
anything to the contrary contained in paragraph (a) of this
Section 6 or elsewhere in the Plan, the present value of all
accrued benefits under the Plan will be paid out immediately
in lump sum payments to Participants and beneficiaries of
deceased Participants."
4. Paragraph (a) of Section 7 is amended to read as
follows:
"(a) Benefits payable hereunder will be made from the
Company's general funds or from any "rabbi trust" which may
be established in connection with the Plan;"
5. Section 9 is amended to read as follows:
"9. Calculation of Present Value of Accrued Benefit.
Whenever it shall be necessary to calculate the present
value of a Participant's accrued Benefit hereunder, such
calculation shall be made based upon the following interest
and mortality assumptions and based on the assumption that
such Benefits would commence at early retirement age (or the
actual age of the Participant, if older at the time):
(a) For all purposes other than for determining
present value of accrued benefits upon Plan termination:
the interest and mortality assumptions which would then be
utilized in computing the value of lump sum benefits under
the Kaman Corporation Employees' Pension Plan shall be
utilized hereunder. Currently, such assumptions are set
forth in Section 2.1(c) of said Plan, as amended.
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(b) For purposes of determining the present value
of accrued benefits upon Plan termination:
(1) Interest: Interest shall be the annual
rate(s) determined under Appendix B to Part 4044 of the
Pension Benefit Guaranty Corporation Regulations, Interest
Rates Used to Value Benefits, determined for the month in
which the Plan termination occurs. If Appendix B should
change, reference hereto shall be deemed to include
reference to any substitute for or successor to such
Appendix B.
(2) Mortality: Mortality shall be
determined based upon Table 1, Mortality Table for Healthy
Male Participants, set forth in Appendix A to Part 4022 of
the Pension Benefit Guaranty Corporation regulations. If
such Table 1 should change, reference hereto shall be deemed
to include reference to any substitute for or successor to
such Table 1."
6. This Amendment is effective as of November 14, 2000.
EXCEPT AS AMENDED HEREIN, the terms of the SERP, as amended
and restated as of January 1, 1994, and as amended by a First
Amendment, a Second Amendment, and a Third Amendment, are
confirmed and remain unchanged.
IN WITNESS WHEREOF, Kaman Corporation has caused this Fourth
Amendment to be executed on its behalf by its duly authorized
officer this 14th day of November, 2000.
KAMAN CORPORATION
By:
Robert M. Garneau
Its Executive Vice President & CFO
Attest:
Candace A. Clark, Secretary
Date: 11/14/00
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