(1)

 The figure in this column for Mr. Steiner represents a special, one-time discretionary bonus awarded to him that is attributable to the company’s receipt of a $6.6 million payment related to the claim for “look-back” interest that we filed with the IRS in connection with the Aerospace segment’s former Australia SH-2G program and the gain on sale of certain assets by the Aerospace segment during the year.   The figure in this column for Mr. Smidler represents a starting bonus which was considered necessary for his recruitment in December 2009.

(2)(3)

 Amounts shown in the Option Awards and Stock Awards columns reflect the aggregate grant date fair value of stock option and restricted stock granted to our named executive officers with respect to the 2008, 2009 and 2010 fiscal years in accordance with ASC 718.  For a discussion of valuation assumptions, see Note 20, in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2010.  Only Mr. Denninger and Mr. Steiner received grants of stock options and restricted stock during 2010, and these grants are discussed in above in the Compensation Discussion and Analysis. See the Grants of Plan-Based Awards table for additional information about these grants.

(4)

Represents annual cash incentive awards earned by named executive officers during the applicable fiscal year under our Cash Bonus Plan, which plan is discussed under “Compensation Discussion and Analysis” beginning on page 21. The amounts in the table do not reflect payments that cannot yet be determined but which may become due under the LTIP for the January 1, 2008 – December 31, 2010 performance period. The 2009 figure reflects the LTIP payment made in June 2010 under the LTIP feature of the 2003 Stock Incentive Plan for the January 1, 2007 – December 31, 2009 performance period. Our LTIP is discussed in further detail on page 35 of the Compensation Discussion and Analysis.

(5)

Represents the total change in the present value of accrued benefits under our pension plan and SERP from year to year. These changes for the pension plan have been calculated by assuming all executives are employed until retirement and benefits commence at the earlier of normal retirement age (generally age 65) and the earliest age at which an unreduced pension could be received (e.g., age 63 with 30 years of service). With respect to the SERP, these changes for all years were calculated using the Pension Protection Act interest rate methodology and eliminating pre-retirement mortality assumptions (as all benefits are paid in a single lump sum).

(6)

The amounts included in this column consist of the following:   Participation in our life insurance program for senior executives, employer matching contributions under our 401(k) Plan, supplemental employer contributions under our Deferred Compensation Plan for which only Mr. Smidler is eligible because in  2010 he was neither a SERP nor LTIP participant, and perquisites consisting of: (1) payments under the Medical Expense Reimbursement Program (“MERP”), (2) a leased automobile, reimbursement for maintenance costs and the ability to acquire the vehicle and (3) tax/estate planning reimbursement up to $10,000 per individual per calendar year.   MERP and tax/estate planning reimbursement ended for the named executive officers in February 2010.   In late 2010, the Committee replaced the lease vehicle perquisite with a monthly allowance for each executive as their vehicle lease expires.   The figure for Mr. Keating includes $50,833, which is the Kelley Blue Book trade-in value of the company vehicle that was transferred to him at the end of its lease period. The figure for Mr. Smidler includes $66,858 attributable his relocation to Connecticut. Infrequently, spouses and guests of named executive officers ride along on the Company aircraft when the aircraft is already going to a specific destination for a business purpose. This use has minimal cost to the company. Income is imputed to the named executive officer for income tax purposes.  

(7)

Mr. Denninger joined the company in November 2008.

Mr. Steiner joined the company in July 2008.