Incorporated Supplemental Executive Retirement Plan

AMENDMENT NO. 2 TO THE AEROFLEX INCORPORATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Amendment") made as of the 16th day of August, 2006.


The Aeroflex Incorporated Supplemental Executive Retirement Plan (the "Plan") provides lifetime benefits to qualifying Participant and may also provide benefits to a surviving named beneficiary following a qualifying Participant's death. The purpose of this Amendment is to provide for lump sum payments to the Participants upon a Change of Control, to provide for the inclusion of fiscal year bonuses in the year of a Change of Control and to make certain changes to the Plan to conform with Code Section 409A. To effectuate these changes, the Plan is hereby amended as follows:


1. Section 1.9 of the Plan shall be amended and restated in its entirety
to read as follows, effective as of the date hereof:


"Final Average Pay. The average monthly compensation of a Participant
for the three calendar years (or portions thereof) of his last ten
calendar years of Service (or portions thereof) during which he
received the largest total amount of compensation; provided, that
Service prior to January 1, 1994 shall be disregarded; and provided,
further, than if a Participant has less than three calendar years of
Service on or after January 1, 1994, the average shall be taken over
his total period of Service on or after January 1, 2004. For this
purpose a Participant's "Compensation" shall mean his total cash
compensation paid by the Company and its Affiliates in any given
calendar year (or portion thereof) but excluding compensation derived
from stock options, stock appreciation rights and any other
stock-related incentive compensation; provided, that amounts deferred
at a Participant's election under a plan described in Code sections
125 and/or 401(k) and/or under any nonqualified plan of deferred
compensation shall be taken into account as if actually paid to the
Participant in the year to which the deferral relates, and shall for
purpose of this Plan be excluded from compensation in the year in
which actually paid. If a Participant's Service includes an approved
period of unpaid leave of absence, he shall be deemed to have received
compensation during such period of absence at his monthly rate of base
compensation in effect immediately prior to the start of such
absence."


2. Three new sentences shall be added at the end of Section 3.1, which
shall read in their entirety as follows, effective as of the date
hereof:


"Notwithstanding the ...