Exhibit 10.3

                             SECOND AMENDMENT TO THE
                        HEICO SAVINGS AND INVESTMENT PLAN
                     (AS AMENDED EFFECTIVE JANUARY 1, 2007)

         THIS SECOND AMENDMENT (the "Amendment") is made, effective as of the
1st day of January, 2009, to the HEICO Savings and Investment Plan, as amended
and restated effective January 1, 2007 (the "Plan"), by HEICO Corporation, a
Florida corporation (the "Company").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Company maintains the Plan for the sole and exclusive
benefit of its eligible participants and their respective beneficiaries under
the terms and provisions of the Internal Revenue Code of 1986, as amended; and

         WHEREAS, pursuant to Section 15.01 of the Plan, the Company has the
power to amend the Plan;

         NOW, THEREFORE, the Plan shall be amended as follows:

         Effective as of January 1, 2009:
         --------------------------------

1.       Section 4.04 is hereby amended in its entirety to read as follows:

         "Section 4.04     Employer Contributions.
                           -----------------------

              (a)  Employer Matching Contributions. Each Employer shall
                   contribute Employer Matching Contributions, if any, as
                   provided for in this Section 4.04(a). A Participant's
                   Employer Matching Contribution is a percentage of his or her
                   Elective Deferral Contributions made to the Plan and may be
                   limited to a percentage of the Participant's Compensation,
                   as determined by the Board of Directors from time to time at
                   its sole discretion. The Employer Matching Contribution
                   percentage may vary (1) among Participants employed by
                   different Employers; or (2) with the Participant's rate of
                   deferral, but must be uniform for Participants with equal
                   rates of Elective Deferral Contributions and may not
                   increase as the rate of Elective Deferral Contribution
                   increases. Employer Matching Contributions shall be
                   calculated quarterly based on Elective
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                   Deferral Contributions made during that calendar quarter and,
                   subject to the requirement set forth in Section 4.04(c)(1)
                   hereof, shall be contributed to the Plan at the end of each
                   calendar quarter on behalf of any Participant who makes
                   Elective Deferral Contributions during that calendar quarter.

            (b)    Equity Builder Contributions. Each Employer may contribute
                   Equity Builder Contributions as provided for in this Section
                   4.04(b). Subject to the requirement in Section 4.04(c)(2)
                   hereof, a Participant's share of Equity Builder Contributions
                   for a Plan Year is determined by multiplying (1) the total
                   Equity Builder Contributions to be allocated among all
                   Participants' Accounts by (2) the Participant's Compensation
                   for the Plan Year and dividing the result by (3) the
                   Compensation paid for the Plan Year to all Participants
                   eligible for an allocation. Only Compensation paid by
                   Employers on account of service while a Participant is taken
                   in to account. A Participant's share of Equity Builder
                   Contributions shall be in an amount as fixed by the Board of
                   Directors from time to time at its sole discretion.

            (c)    Eligibility to Receive Employer Matching Contributions and
                   Equity Builder Contributions. Employer Matching
                   Contributions and Equity Builder Contributions, if any, shall
                   be allocated to the Employer Accounts of Participants based
                   on the following:

                   (1)      With respect to each calendar quarter during a Plan
                            Year, Employer Matching Contributions shall be
                            allocated among and credited to the Employer
                            Matching Contributions Account of Participants who
                            are employed by an Employer on the last day of each
                            such calendar quarter.

                   (2)      Equity Builder Contributions, if any, shall be
                            allocated to the Employer Accounts of Participants
                            who are credited with 1,000 Hours of Service during
                            the Plan Year with an Employer and are employed on
                            the last day of such Plan Year."

2.       Paragraph (c) of Section 10.02 is hereby amended in its entirety to
read as follows:

            "(c)   "Consent of Participant. A Participant's consent to a
                   distribution of his Account shall be subject to the
                   following:

                   (1)      If the total value of the Participant's vested
                            Accounts to be distributed is less than or equal to
                            $1,000, determined on or after the Participant's
                            Termination Date, the Participant's vested Account
                            balance shall be distributed to the
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                            Participant in a lump sum payment as soon as
                            administratively feasible after his Termination
                            Date.

                   (2)      If the total value of the Participant's vested
                            Accounts to be distributed is greater than
                            $1,000, determined on or after the Participant's
                            Termination Date, the Participant's consent to a
                            distribution shall be required; provided that,
                            notwithstanding the lack of consent, distribution
                            shall be made no later than the date established
                            under Section 10.07 for mandatory distributions.

                   (3)      Notwithstanding the above, the total value of a
                            Participant's vested Accounts shall be determined
                            without regard to that portion of the Accounts
                            that is attributable to Rollover Contributions
                            (and earnings allocable thereto) within the
                            meaning of sections 402(c), 403(a)(4), 403(b)(8),
                            408(d)(3)(A)(ii), and 457(e)(16) of the Code."

3.       Paragraph (f) of Section 10.07 is hereby amended in its entirety to
read as follows:

            "(f)   Notwithstanding the foregoing provisions of this Section
                   10.07, if the total value of a Participant's vested Accounts
                   to be distributed is less than or equal to $1,000,
                   determined on or after the Participant's Termination Date,
                   the Participant's vested Account balance shall be
                   distributed in a lump sum payment as soon as
                   administratively feasible after his Termination Date."

4.       In all other respects, the Plan shall remain unchanged by the
Amendment.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed the day and year first above written.

                                      HEICO Corporation, a Florida corporation

                                      By:     /s/ THOMAS S. IRWIN
                                         ----------------------------------
                                      Name: Thomas S. Irwin
                                      Title: Treasurer