a5538860ex10_2.htm


    Exhibit
      10.2

     

    Final

     

    
      BE
        Aerospace, Inc.

      Non-Employee
        Directors Stock

      and

      Deferred
        Compensation Plan

      


      2007
        Distribution Election Form

       

      
        	
                I.

              	
                Purpose

              


      

       

      The
        purpose of this form is to allow you to make a new distribution election
        with
        respect to the amounts or shares of common stock of BE Aerospace, Inc.
        (“Stock”) held in your account under the BE Aerospace, Inc.
        Non-Employee Directors Stock and Deferred Compensation Plan (the
“Plan”) as of the date of this election.  This election may
        not apply to any amounts or shares of Stock that would be paid or distributed
        within 2007 pursuant to any prior election.

      


      
        	
                II.

              	
                Distribution
                  Election

              


      

       

      I
        hereby
        elect to have distribution of the amounts or shares of Stock held in my account
        under the Plan be made in a lump sum on:

       

      
        	
                 

              	
                (a)

              	
                [   ]

              	
                March
                  11 of ____ (select a calendar year after 2007 and prior to 2020);
                  or

              


      

       

      
        	
                 

              	
                (b)

              	
                [   ]

              	
                on
                  the first day of the month following my Separation from Service
                  (as
                  defined in the Plan) unless distribution is accelerated as a result
                  of a
                  change in control of BE Aerospace, Inc; (the “Company”) (as
                  defined in the Plan).

              


      

       

      I
        understand that if this election is not submitted to the Company by December
        21,
        2007, distribution will be made on the first day of the month following my
        Separation form Service unless distribution is accelerated as a result of
        a
        Change in Control of the Company (as defined in the Plan).

       

      
        	III.	
                Acknowledgements

              


      

       

      I
        hereby
        acknowledge that a copy of the Plan document has been made available to me,
        that
        I have been provided with an opportunity to review the Plan document and
        that I
        made the above election with respect to the distribution of my directors
        fees
        deferred prior to the date of this election.  I understand that this
        election is irrevocable as of the date it is submitted to the
        Company.  I further understand that the Company may, without my
        consent, amend, modify, cancel or rescind my distribution election submitted
        on
        this election form, to the extent that the Company deems it necessary to
        avoid
        adverse or unintended tax consequences to me under Section 409 of the Internal
        Revenue Code.

      


      
        	 	 	 
	
                Name
                  (Please Print)

              	 	
                Signature

                 

              
	 	 	 
	 	 	
                Date