[LETTERHEAD OF ESPEY MFG. & ELECTRONICS CORP.]




              SECOND AMENDED AND RESTATED HOWARD PINSLEY AGREEMENT



AGREEMENT dated as of February 20, 2009, by and between Espey Mfg. & Electronics
Corp.,  a New York  corporation  having its  principal  place of business at 233
Ballston  Avenue,  Saratoga  Springs,  New York 12866 (the "Company") and Howard
Pinsley, an individual residing at 5 Longwood Drive, Saratoga Springs, New York,
12866 (the "Employee").

WHEREAS,  the Employee has been a valued employee of the Company for many years,
and is now President and Chief Executive Officer of the Company;

WHEREAS,  the Board of Directors of the Company wish to amend and restate  again
the terms of an  agreement  originally  dated as of May 25, 2006 and amended and
restated  as of August 17,  2007,  providing  for  transitional  services by the
Employee incidental to his succession as Chief Executive Officer of the Company;

NOW, THEREFORE,  in consideration of the mutual promises and covenants set forth
herein, the parties agree as follows:

         1.  RESIGNATION  OR  TERMINATION.  Upon the  Employee's  resignation or
             ----------------------------
         termination as Chief Executive  Officer during the Term (as hereinafter
         defined) of this  Agreement,  the Employee shall become a non-executive
         officer of the Company for a period of thirty-six  (36) months from the
         date of such resignation or termination.

         2. COMPENSATION AND DUTIES. In consideration of the Employee's services
         for a period equivalent to ten (10) days a month,  based upon a regular
         work week of four (4) days,  after his  resignation  or  termination as
         Chief Executive Officer,  his agreement to perform duties as reasonably
         requested by the Company and his compliance with paragraph 5 herein, it
         is agreed as follows:

                  (A) The Employee  shall receive  $16,000 a month,  and, to the
         extent  permissible,  all  benefits  being  received at the time of his
         resignation or termination as Chief  Executive  Officer for a period of
         three months, after the date of resignation or termination.

                  (B) At the  end of the  above  three  months,  the  Employee's
         compensation   will  change  to  $6,666.67   per  month  for  the  next
         consecutive  33 months,  and he shall  receive all current  benefits as
         above.  The Employee  shall be eligible to  participate,  to the extent
         permissible,  in new  benefits  should they occur during this period of
         time.  For ESOP and all other  benefit  purposes,  the  Employee  shall
         continue to be treated as a full-time  employee for the duration of the
         Agreement to the extent  permissible  and consistent  with the terms of
         the ESOP and all applicable laws.

                  (C)  It is  agreed  that  the  Employee  shall  be  reasonably
         available by telephone or otherwise to render  advice and counsel,  but
         need not be  physically  present at the Company's  offices,  unless his
         physical  presence is reasonably  requested by the Company.  Should the
         employee be required to engage in any  activity not within the scope of
         this  agreement,  he shall be  reimbursed,  in  addition to his monthly
         salary,  at an  hourly  rate to be  mutually  agreed  upon  between  an
         authorized representative of the Company and himself.

                  (D) If the Employee  dies either  during the Term,  before his
         resignation or termination as Chief Executive Officer, or during the 36
         month period after his transitional services become effective following
         such resignation or termination, the compensation payments provided for
         in Sections 2 (A) and

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<PAGE>

         (B) will be paid, as scheduled,  to the Employee's estate. In the event
         of the Employee's death, all other benefits shall cease at death.

                  (E) The compensation  and benefits payable  hereunder shall be
         the Employee's sole and exclusive entitlement following his resignation
         or termination as Chief Executive Officer.

         3. EXPENSES.  If the Employee is requested by the Company, at any point
         -  --------
         while he is receiving payments under paragraphs (A) or (B) of Section 2
         of this Agreement,  to return to Saratoga Springs,  and the Employee is
         then not in the  Saratoga  Springs  area,  the  Company  shall  pay the
         reasonable  transportation  costs  for  the  Employee  to  return.  The
         Employee  shall  not be  reimbursed  for any other  expenses  hereunder
         unless the Employee and the Company so agree with respect to a specific
         expense.

         4. TERM.  This  Agreement  shall  continue in effect until December 31,
         -  ----
         2011 at which time this  Agreement  shall  terminate  (the "Term").  If
         during  the  Term,  the  Employee  resigns  or is  terminated  as Chief
         Executive Officer of the Company, then the provisions of this Agreement
         shall  continue in effect  during the 36 month  period  following  such
         resignation or termination and as provided in Section 5 below.

         5. RESTRICTIVE COVENANT: CONFIDENTIAL INFORMATION.
         -  ----------------------------------------------

                  (A) The Employee agrees that during the Term of this Agreement
         and for a period of five (5) years thereafter, he shall not directly or
         indirectly, on behalf of himself or on behalf of any other corporation,
         person or entity other than the Company,  compete or interfere with the
         Company,  render any services to, consult for,  contract with or become
         an employee,  officer, director,  partner, member, or (except as a five
         percent (5%) or less  shareholder of any publicly traded company) owner
         or  shareholder  of,  any  individual  or entity  which  engages in the
         Company's business or which otherwise competes with the Company.

                  (B) The Employee  recognizes and  acknowledges  that there has
         been made available to him confidential  information concerning matters
         affecting  or  relating  to the  products,  services or business of the
         Company, its subsidiaries,  or affiliates,  including,  but not limited
         to,  intellectual  property,   technology,   proprietary   information,
         customer   lists   and   other   financial   information,   contractual
         relationships,   past  or  contemplated  actions,   personnel  matters,
         marketing  or  sales  data  and  written  or  oral   communications  or
         understandings of any sort of the Company or of any of its customers in
         either tangible or intangible form  ("Confidential  Information").  The
         Employee  further  recognizes and acknowledges  that this  Confidential
         Information  as it may exist from time to time  belongs to the  Company
         and is a valuable,  special and unique asset of the Company's business.
         The Employee will not, during or after the Term of this  Agreement,  at
         any time, directly or indirectly,  divulge, disclose or communicate any
         Confidential Information to any person, firm, corporations, association
         or other entity for any reason or purpose whatsoever.

         The  Employee  will  promptly  deliver to the Company all copies of all
         Confidential  Information  and all material of any nature  belonging to
         the  Company,  and the  Employee  will  not  take  with  him  any  such
         Confidential  Information,  materials or  reproductions  thereof or any
         proprietary information of the Company in tangible or intangible form.

         6.  MISCELLANEOUS.  Not withstanding any provision in this Agreement to
         -   -------------
         the  contrary,  if during the Term of this  Agreement  the  Employee is
         terminated  from the  Company  for good and  sufficient  cause then all
         payments and benefits  provided herein shall  immediately  cease unless
         the  Employee  seeks  Arbitration  pursuant to Section 14.  Arbitration
         herein in which case such payments and benefits  shall  continue  until
         the arbitrator has made an award or decision. Good and sufficient cause
         shall  mean:  (a) willful  misconduct  with  respect to the  reasonable
         directions  of  the  Board;  (b)  conviction  of a  crime  or  indecent
         exposure;  or (c) gross negligence or malfeasance in the performance of
         his obligations hereunder.

         7.  SUCCESSOR  AND ASSIGNS.  This  Agreement  shall be binding upon and
         -   ----------------------
         insure to the benefit of the parties hereto, and their respective legal
         representatives, heirs, successors and assigns.

         8. NOTICES. Any notices,  consents or information required or requested
         -  -------
         or  permitted  by this  Agreement  shall be sent to the  parties at the
         addresses shown above, unless such address is changed by written notice
         hereunder.

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<PAGE>

         9.  SEVERABILITY.  In the event any provision of this  Agreement or any
         -   ------------
         portion  thereof  shall be  deemed  invalid  or  unenforceable  for any
         reason,  that  portion or provision  shall be deemed  excised from this
         Agreement  and  this  Agreement  shall  be  governed,  interpreted  and
         enforced in all respects as if such invalid or unenforceable  provision
         were originally omitted from this Agreement.

         10.  WAIVER.  The waiver of any party of a breach of any  provision  of
         --   ------
         this Agreement  shall not operate as or be construed as a waiver of any
         subsequent breach.

         11. GOVERNING LAW. This Agreement shall be governed by and construed in
         --  -------------
         accordance with the laws of the State of New York.

         12. HEADINGS.  The descriptive  headings used in this Agreement are for
         --  --------
         purposes  of  convenience  only  and do not  constitute  a part of this
         Agreement.

         13. ENTIRE AGREEMENT.  This Agreement is the entire Agreement among the
         --  ----------------
         parties  regarding the subject matter hereof,  and supersedes any prior
         agreements or discussions.

         14.  ARBITRATION.  Any claim,  controversy or dispute arising out of or
         --   -----------
         relating to this Agreement,  or the breach thereof, shall be settled by
         final and binding  arbitration before a single arbitrator in accordance
         with the rules of the American  arbitration  Association,  and judgment
         upon the award or decision rendered by the arbitrator may be entered in
         a Court. Any such arbitration shall be held in New York and the parties
         to this Agreement shall be equally the costs of the arbitrator.

         This  AGREEMENT may not be altered or amended  except in writing signed
         by both parties.  In the event of any conflict  between this  Agreement
         and the terms of any of the Company's employment policies,  manuals, or
         other  statements  regarding  employment  generally,  now  existing  or
         hereafter promulgated, the terms of the Agreement shall control.

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
         Agreement as of the day and year first above written.


                                              ESPEY MFG. & ELECTRONICS CORP.

                                              By:
                                                       -------------------------

                                              Name:     David O'Neil
                                                       -------------------------

                                              Title:    Treasurer
                                                       -------------------------

                                              Employee:
                                                       -------------------------
                                                        Howard Pinsley



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