AMENDMENT NO. 8 TO RIGHTS AGREEMENT
  
	 

	 
		Amendment No. 8, dated as of March 14, 2007 ("Amendment No. 8"), to the
		Rights Agreement dated as of March 9, 1999, as amended as of June 9, 1999,
		April 7, 2000, October 26, 2000, February 21, 2001, February 28, 2002,
		September 18, 2002 and December 13, 2004 (the "Rights Agreement"), between
		Merrimac Industries, Inc., a Delaware corporation (the "Company"), and American
		Stock Transfer & Trust Company (which acquired Wachovia Bank, National
		Association), as Rights Agent (the "Rights Agent").
	 

	 
		

	 

	 
		WHEREAS, the Company and the Rights Agent entered into the Rights
		Agreement; and
 
	 

	 
		WHEREAS, the Board of Directors of the Company, in accordance with
		Section 27 of the Rights Agreement, deems it desirable and in the best
		interests of the Company and its shareholders to amend the Rights Agreement as
		set forth herein;
	 

	 
		

	 

	 
		NOW, THEREFORE, in consideration of the premises and mutual agreements
		herein set forth, the parties hereby agree as follows:
	 

	 
		
 SECTION 1. CERTAIN DEFINITIONS.
  
	 

	 
		(a) For purposes of this Amendment No. 8, capitalized terms used herein
		and not otherwise defined shall have the meanings indicated in the Rights
		Agreement. Each reference to "hereof", "herein" and "hereby" and each other
		similar reference and each reference to "this Agreement" and each other similar
		reference contained in the Rights Agreement shall refer to the Rights Agreement
		as amended hereby.
	 

	 
		

	 

	 
		(b) Section 1(a) of the Rights Agreement is hereby amended and restated
		in its entirety as follows:
	 

	 
		

	 

	 
		"(a) "Acquiring Person" shall mean any Person (as such term is
		hereinafter defined) who or which, together with all Affiliates and Associates
		(as such terms are hereinafter defined) of such Person, shall be the Beneficial
		Owner (as such term is hereinafter defined) of 12.5% or more of the Common
		Shares of the Company then outstanding, but shall not include any Exempt Person
		(as such term is hereinafter defined). Notwithstanding the foregoing, no Person
		shall become an "Acquiring Person" as the result of an acquisition of Common
		Shares by the Company which, by reducing the number of shares outstanding,
		increases the proportionate number of shares beneficially owned by such Person
		to 12.5% or more of the Common Shares of the Company then outstanding;
		provided, however, that if a Person shall become the Beneficial Owner of 12.5%
		or more of the Common Shares of the Company then outstanding by reason of share
		purchases by the Company and shall, after such share purchases by the Company,
		become the Beneficial Owner of any additional Common Shares of the Company
		(other than an acquisition that does not directly or indirectly increase the
		proportionate share of the Common Shares of the Company beneficially owned by
		such Person), then such Person shall be deemed to be an "Acquiring Person".
		Notwithstanding the foregoing, if the Board of Directors of the Company
		determines in good faith that a Person who would otherwise be an "Acquiring
		Person",
	 

	 
		
 

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		as defined pursuant to the foregoing provisions of this paragraph (a),
		has become such inadvertently, and such Person divests as promptly as
		practicable a sufficient number of Common Shares so that such Person would no
		longer be an "Acquiring Person", as defined pursuant to the foregoing
		provisions of this paragraph (a), then such Person shall not be deemed to be an
		"Acquiring Person" for any purposes of this Agreement.”
	 

	 
		

	 

	 
		SECTION 2. BENEFITS OF THIS AGREEMENT. Nothing in this Amendment No. 8
		shall be construed to give to any Person other than the Company, the Rights
		Agent and the registered holders of the Rights any legal or equitable right,
		remedy or claim under this Amendment No. 8, but this Amendment No. 8 shall be
		for the sole and exclusive benefit of the Company, the Rights Agent and the
		registered holders of the Rights.
	 

	 
		

	 

	 
		SECTION 3. SEVERABILITY. If any term, provision or restriction of this
		Amendment No. 8 is held by a court of competent jurisdiction or other authority
		to be invalid, void or unenforceable, the remainder of the terms, provisions
		and restrictions of this Amendment No. 8 shall remain in full force and effect
		and shall in no way be affected, impaired or invalidated.
	 

	 
		

	 

	 
		SECTION 4. GOVERNING LAW. This Amendment No. 8 shall be deemed to be a
		contract made under the laws of the State of Delaware and for all purposes
		shall be governed by and construed in accordance with the laws of such State
		applicable to contracts to be made and performed entirely within such State;
		provided, however, that all provisions regarding the rights, duties and
		obligations of the Rights Agent shall be governed by and construed in
		accordance with the laws of the State of New York applicable to contracts made
		and to be performed entirely within such State.
	 

	 
		

	 

	 
		SECTION 5. COUNTERPARTS. This Amendment No. 8 may be executed in any
		number of counterparts and each of such counterparts shall for all purposes be
		deemed to be an original, and all such counterparts shall together constitute
		but one and the same instrument.
	 

	 
		

	 

	 
		SECTION 6. DESCRIPTIVE HEADINGS. Descriptive headings of the several
		Sections of this Amendment No. 8 are inserted for convenience only and shall
		not control or affect the meaning or construction of any of the provisions
		hereof.
	 

	 
		

	 

	 
		SECTION 7. RIGHTS AGREEMENT AS AMENDED. This Amendment No. 8 shall be
		effective as of the date hereof and, except as set forth herein, the Rights
		Agreement shall remain in full force and effect and be otherwise unaffected
		hereby.
	 

	 
		

	 

	 
		

	 

	 
		
 

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 8
		to be duly executed and attested, all as of the day and year first above
		written.
	 

	 
		

	 

	 		
	
			 
				 
			 

		  	
			 
				MERRIMAC INDUSTRIES, Inc.
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				By    /s/ Robert V. Condon
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:  Robert V. Condon
			 

		  
	
			 
				 
			 

		  	
			 
				Title: Vice President, Finance and
			 

		  
	
			 
				 
			 

		  	
			 
				Chief Financial Officer
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				American Stock Transfer & Trust Company
			 

		  
	
			 
				 
			 

		  	
			 
				as Rights Agent
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				By /s/ Herbert J. Lemmer
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Name:  Herbert J. Lemmer
			 

		  
	
			 
				 
			 

		  	
			 
				Title: Vice President