Exhibit 10.2

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

         THIS FIRST AMENDMENT (the "Amendment") is made, effective as of the 1st
day of January, 2007, to the HEICO Savings and Investment Plan, as amended and
restated 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, 2007 (except as otherwise stated below):
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1.       Section 2.17 is hereby amended in its entirety to read as follows:

                      "2.17 "Elective Deferral Contribution" shall mean any
              Employer contributions made to the Plan at the election of the
              Participant, in lieu of cash compensation, and shall include
              contributions made pursuant to a salary reduction agreement or
              other deferral mechanism. Elective Deferral Contributions shall be
              made in either percentage or dollar increments. Elective Deferral
              Contributions shall not include any amount properly distributed as
              excess annual additions."

2.       Section 2.19(d) is hereby amended in its entirety to read as follows:

              "(d) Employees who are, according to the Employer's records,
              characterized as temporary, seasonal or occasional employees;
              provided, however, any temporary, seasonal or occasional employee
              of an Employer who completes one Year of Service shall be an
              Eligible Employee."

3.       The last sentence of Section 4.01(b) is hereby amended in its entirety
         to read as follows:
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               "In addition, effective as of January 1, 2008, in the event that
               the automatic contribution arrangement under this Plan is an
               eligible automatic contribution arrangement as defined in Code
               Section 414(w)(3), then each Eligible Employee who is
               automatically enrolled in this Plan pursuant to this Section
               4.01(b) shall be provided with a ninety (90) day period
               (commencing from the first day on which his or her participation
               begins) to elect out of the Plan and withdraw the contributions
               made on his or her behalf and the earnings thereon."

4.       Section 4.04(b) is hereby amended in its entirety to read as follows:

               "(b)   Equity Builder Contributions.  As may be determined by the
                      Board of Directors from time to time within their sole
                      discretion, each Employer may contribute Equity Builder
                      Contributions on behalf of their employees who are
                      Participants in this Plan, as provided for in this
                      Section 4.04(b). A Participant's share of the Equity
                      Builder Contributions for a Plan Year is determined by
                      multiplying (1) the total Equity Builder Contributions to
                      be allocated among all of the Accounts of those
                      Participants employed by that Participant's Employer by
                      (2) that Participant's Compensation for the Plan Year
                      and dividing the result by (3) the total Compensation
                      paid for the Plan Year to all of those Participants
                      employed by the Participant's Employer that are eligible
                      for an allocation. Only Compensation paid by the Employer
                      on account of service while a Participant in this Plan is
                      taken into account."

5.       Section 13.02(b) is hereby amended in its entirety to read as follows:

               "(b)   Minimum Benefits. Employer Matching Contributions shall be
                      taken into account for purposes of satisfying the minimum
                      contribution requirements of Code Section 416(c)(2) and
                      the Plan. Employer Matching Contributions that are used to
                      satisfy the minimum contribution requirements shall be
                      treated as matching contributions for purposes of the
                      Actual Contribution Percentage test and other
                      requirements of Code Section 401(m)."

6.       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