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                                                                   Exhibit 10.28


                                     SPIRIT
                                  AEROSYSTEMS
                                 HOLDINGS, INC.
                               AMENDED AND RESTATED
                                   LONG-TERM
                                 INCENTIVE PLAN


                                December 1, 2006
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                       SPIRIT AEROSYSTEMS HOLDINGS, INC.
                              AMENDED AND RESTATED
                            LONG-TERM INCENTIVE PLAN

                                Table of Contents

<TABLE>
<S>                                                                          <C>
ARTICLE I -- PURPOSE ....................................................      1

    Section 1.01.  Purpose ..............................................      1

ARTICLE II -- DEFINITIONS ...............................................      1

    Section 2.01.  Board of Directors ...................................      1
    Section 2.02.  Code .................................................      1
    Section 2.03.  Committee ............................................      1
    Section 2.04.  Company ..............................................      1
    Section 2.05.  Employee .............................................      2
    Section 2.06.  Employer .............................................      2
    Section 2.07.  Participant ..........................................      2
    Section 2.08.  Plan .................................................      2
    Section 2.09.  Separation from Service ..............................      2
    Section 2.10.  Sole Discretion ......................................      2

ARTICLE III -- ELIGIBILITY ..............................................      2

    Section 3.01.  Eligibility ..........................................      2

ARTICLE IV - GRANTS OF SHARES ...........................................      2

    Section 4.01.  Grants ...............................................      2
    Section 4.02.  Interest in Shares ...................................      3
    Section 4.03.  Conditions ...........................................      3
    Section 4.04.  Restriction on Transfer of Shares ....................      4
    Section 4.05.  Dividends ............................................      4
    Section 4.06.  No Rights of Stockholder .............................      4

ARTICLE V -- ADMINISTRATION .............................................      4

    Section 5.01.  Committee ............................................      4
    Section 5.02.  Reliance on Certificates, etc ........................      5

ARTICLE VI -- AMENDMENT AND TERMINATION .................................      5

    Section 6.01.  Amendment ............................................      5
    Section 6.02.  Termination ..........................................      5
</TABLE>


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<TABLE>
<S>                                                                          <C>
ARTICLE VII -- MISCELLANEOUS ............................................      6

    Section 7.01.  Effective Date .......................................      6
    Section 7.02.  Payments Net of Withholding ..........................      6
    Section 7.03.  Binding on Successors ................................      6
    Section 7.04.  Adoption by Other Employers ..........................      6
    Section 7.05.  Headings .............................................      6
    Section 7.06.  Notices ..............................................      6
    Section 7.07.  Severability .........................................      6
    Section 7.08.  No Contract of Employment ............................      6
    Section 7.09.  Certain Limitations ..................................      7
    Section 7.10.  State Law ............................................      7
    Section 7.11.  Government and Other Regulations .....................      7
    Section 7.12.  Nonexclusivity of the Plan ...........................      7
</TABLE>


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                        SPIRIT AEROSYSTEMS HOLDINGS, INC.
                              AMENDED AND RESTATED
                            LONG-TERM INCENTIVE PLAN


         W I T N E S S E T H: THAT;

         WHEREAS, the Company provides specified incentive benefits to
Participants in the form of shares of the Company's Class B Common Stock, par
value $0.01 per share ("Shares") pursuant to and in accordance with the terms
and conditions of the Spirit AeroSystems Holdings, Inc. Long-Term Incentive
Plan; and

         WHEREAS, the Company desires to amend and restate the Plan in its
entirety on the terms and conditions set forth herein, including re-naming the
Plan; and

         WHEREAS, the Board of Directors of the Company has reviewed the terms
and provisions hereof and found them satisfactory.

         NOW, THEREFORE, effective December 1, 2006, the Company does hereby
adopt this amended and restated Plan on the terms and conditions set forth
herein, which restated Plan shall be known as the "Spirit AeroSystems Holdings,
Inc. Amended and Restated Long-Term Incentive Plan."


                              ARTICLE I -- PURPOSE

         Section 1.01. Purpose. The purpose of the Plan is to provide specified
benefits in the form of Shares to Employees who are eligible to participate in
the Plan, subject to certain conditions and restrictions, as set forth in the
Plan. The maximum aggregate number of Shares that may be granted to Participants
under the Plan shall be 400,000 Shares.


                            ARTICLE II -- DEFINITIONS

         For purposes of the Plan, the following terms shall have the following
meanings, unless the context clearly indicates otherwise.

         Section 2.01. Board of Directors means the Board of Directors of the
Company.

         Section 2.02. Code means the Internal Revenue Code of 1986, as amended.

         Section 2.03. Committee means the Board of Directors or a committee
appointed by, and serving at the pleasure of, the Board of Directors for
purposes of administering the Plan, which committee shall operate under rules
and procedures established by the Board of Directors from time to time for such
purpose.

         Section 2.04. Company means Spirit AeroSystems Holdings, Inc., a
Delaware corporation, or its successor.


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         Section 2.05. Employee means a consultant or independent contractor of
the Employer or any individual who is employed and compensated (by a payroll
check issued directly from the Employer or Employer agent to the Employee or
direct payroll deposit made to the Employee's account) by the Employer or
Employer agent.

         Section 2.06. Employer means the Company, Spirit AeroSystems, Inc. (or
its successor), and any other entity that adopts this Plan with the consent and
approval of the Committee.

         Section 2.07. Participant means an Employee who has been designated by
the Committee as eligible to participate in this Plan pursuant to Section 3.01.
Where the context requires, the term "Participant" also shall include a former
Participant.

         Section 2.08. Plan means this Spirit AeroSystems Holdings, Inc.
Amended and Restated Long-Term Incentive Plan, as amended.

         Section 2.09. Separation from Service means the termination of
employment (including termination of a consulting or independent contractor
arrangement) with the Employer. The term includes, but is not limited to, a
termination which arises from a Participant's death, disability, discharge (with
or without cause), or voluntary termination. In the case of an employee, the
term shall not include any temporary absences due to vacation, sickness, or
other leaves of absence granted to a Participant by the Employer. A Separation
from Service shall not be deemed to occur, however, upon a transfer involving
any combination of any entity comprising the Employer.

         Section 2.10. Sole Discretion means the right and power to decide a
matter, which right may be exercised arbitrarily at any time and from time to
time.


                           ARTICLE III -- ELIGIBILITY

         Section 3.01. Eligibility. The Committee shall have the unrestricted
right and power, which may be exercised in its Sole Discretion at any time and
from time to time, to designate Employees who are eligible to participate in
this Plan. The Committee also shall have the right, in its Sole Discretion, to
terminate an individual's future participation in this Plan.


                          ARTICLE IV - GRANTS OF SHARES

         Section 4.01. Grants. The Committee may, in its Sole Discretion,
establish an individual schedule or schedules for each Participant setting forth
certain performance targets or goals for such Participant and a corresponding
grant of Shares to a Participant under the Plan, which schedule may be revised
by the Committee at any time and from time to time, in its Sole Discretion. In
addition, the Committee may, in its Sole Discretion, make such other grants of
Shares to Participants as it deems desirable from time to time.


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         In the event Shares are granted to a Participant under the Plan (which
Shares shall be subject to the restrictions contained in this Plan, "Restricted
Shares"), the Committee shall have the unrestricted right and power, in its
Sole Discretion, to establish such terms, conditions, restrictions, or
procedures related to a grant of such Restricted Shares as the Committee deems
necessary or appropriate, including, but not limited to, requiring, as a
condition precedent to a grant of such Restricted Shares under the Plan, that a
Participant execute the Investor Stockholders Agreement, dated as of June 16,
2005, between the Company and its shareholders (the "Stockholders Agreement"),
and such other agreements with the Company and/or other shareholders in the
Company as the Committee deems necessary or appropriate, in such form and
substance as may be satisfactory to the Committee in its Sole Discretion.
Participation by a Participant in any grant of Restricted Shares under the Plan
shall neither limit nor require participation by the Participant in any other
benefits under the Plan, it being within the Sole Discretion of the Committee to
determine the individuals eligible to participate in the Plan and in a grant of
Shares under the Plan. The Restricted Shares may be either previously issued
Shares that have been reacquired by the Company or authorized but unissued
Shares, as the Board of Directors shall from time to time determine. If any
Participant's interest in Restricted Shares granted under the Plan terminates,
any Shares in which the Participant has no further interest shall again become
available to be granted under the Plan.

         Section 4.02. Interest in Shares. A Participant granted Restricted
Shares on or after December 1, 2006 shall have no interest in those Shares upon
grant and shall only acquire an interest in those Shares upon the Participant
being credited with such service as the Committee may determine in its Sole
Discretion after the date such Shares are granted to the Participant. Restricted
Shares granted to a Participant shall be deemed to have been granted as of the
date designated and prescribed by the Committee. If a Separation from Service
occurs following the grant of a Restricted Share and prior to completion of the
prescribed service requirement, the Participant's interest in such Share shall
automatically terminate and be of no further force or effect.

         Restricted Shares granted prior to December 1, 2006 shall be subject to
the terms and conditions of this Plan at the time such Restricted Shares were
granted.

         Notwithstanding the foregoing, the Committee may at any time, in its
Sole Discretion, credit a Participant service after the date Restricted Shares
are granted to the Participant or otherwise increase the number of, or any
Participant's interest in, Restricted Shares granted under the Plan if the
Committee determines, in its Sole Discretion, it is in the best interests of the
Company to do so.

         Section 4.03. Conditions. Shares acquired under the Plan shall be
subject to any and all terms, conditions, and restrictions set forth in the
Company's certificate of incorporation and bylaws, as well as the Stockholders
Agreement and any other agreement entered into with respect to such Shares.


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         Section 4.04. Restriction on Transfer of Shares. Shares acquired under
this Plan shall be subject to such conditions and restrictions on transfer as
are set forth in the Company's certificate of incorporation and bylaws, as well
as the Stockholders Agreement, and any other agreement entered into with respect
to such Shares. Any voluntary or involuntary sale, assignment, transfer, or
exchange of Shares acquired under the Plan that fails to satisfy or comply with
any applicable condition or restriction on such sale, assignment, transfer, or
exchange shall be void and of no effect and shall not bind or be recognized by
the Company. No Shares may be transferred unless the transferee first executes,
acknowledges, and delivers to the Company such instruments as the Company may
deem necessary or advisable to effect the transfer.

         Section 4.05. Dividends. Dividends declared by the Board of Directors
with respect to Shares shall, with respect to any Restricted Shares, be
cumulated and paid to the Participant only if and at the time, and to the extent
that, the Participant acquires an interest in any such Restricted Shares in
accordance with this Article IV.

         Section 4.06. No Rights of Stockholder. Restricted Shares shall not be
subject to transfer or assignment, and a Participant shall not have the rights
of a stockholder in the Company with respect to Restricted Shares unless and
until the Participant acquires an interest in such Restricted Shares in
accordance with this Article IV.


                             ARTICLE V -- ADMINISTRATION

         Section 5.01. Committee. The Committee shall have full power to
administer this Plan in all of its details, which powers shall include, but are
not limited to, the authority, in addition to all other powers provided by this
Plan, to:

         A.    Determine in its Sole Discretion the eligibility of any
               individual to participate in the Plan;

         B.    Make discretionary interpretations regarding the terms of the
               Plan and make factual findings with respect to any issue arising
               under the Plan, including, but not limited to, the power to
               determine whether an individual is eligible to participate in the
               Plan or receive benefits under the Plan and whether an individual
               has incurred a Separation from Service, with its interpretation
               to be final and conclusive;

         C.    Compute the amounts payable for any Participant or other person
               in accordance with the provisions of the Plan, determine the
               manner and time for making such payments in accordance with the
               provisions of the Plan, and determine and authorize the person or
               persons to whom such payments will be paid;

         D.    Receive and review claims for benefits and render decisions
               respecting such claims under the Plan;


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         E.    Make and enforce such rules and regulations as it deems necessary
               or proper for the efficient administration of this Plan;

         F.    Appoint such agents, specialists, legal counsel, accountants,
               consultants, or other persons as the Committee deems advisable to
               assist in administering the Plan; and

         G.    Maintain all records of the Plan.

         Section 5.02. Reliance on Certificates, etc. The members of the
Committee, the Board of Directors, and the officers and employees of the Company
shall be entitled to rely on all certificates and reports made by any duly
appointed accountants and on all opinions given by any duly appointed legal
counsel. Such legal counsel may be counsel for the Employer.


                     ARTICLE VI -- AMENDMENT AND TERMINATION

         Section 6.01. Amendment. The Board of Directors reserves the right, at
will, at any time and from time to time, to modify, alter, or amend this Plan
(including without limitation a retroactive modification, alteration, or
amendment), in whole or in part, and any such modification, alteration, or
amendment shall be binding upon the Company, the Committee, each Participant,
any adopting Employer, and all other persons; provided, however, that no
amendment shall, without the Participant's (or present interest Beneficiary's)
written consent, reduce the amount of Shares that a Participant (or present
interest Beneficiary) is then entitled to receive (the same as if the
Participant had incurred a Separation from Service as of such date), including,
but not limited to, any interest in Shares the Participant may have acquired
under the Plan, subject to the terms and conditions of the Company's certificate
of incorporation and bylaws, the Stockholders Agreement, and any other agreement
entered into with respect to such Shares. Notwithstanding the foregoing, no
consent shall be required and the Board of Directors shall have the right to
modify, alter, or amend this Plan (including a retroactive modification,
alteration or amendment), at will and at any time, if it determines, in its Sole
Discretion, that such amendment is necessary to comply with applicable law,
which shall include, but shall not be limited to, the right to retroactively
apply any amendments necessary to comply with any provision of the Code or any
judicial or administrative guidance interpreting such provision.

         Section 6.02. Termination. The Company will have no obligation
whatsoever to maintain this Plan for any given length of time and may, at will
and at any time, discontinue or terminate this Plan in whole or in part. In
addition, an adopting Employer shall have the right to discontinue or terminate
its participation in this Plan as to its Employees. Further, upon termination of
the Plan, the rights of each Participant to acquire an interest in the Shares
granted to such Participant under the Plan shall terminate.


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                            ARTICLE VII -- MISCELLANEOUS

         Section 7.01. Effective Date. The Plan shall be effective from and
after the date of its adoption and approval by the Board of Directors and the
stockholders of the Company.

         Section 7.02. Payments Net of Withholding. Notwithstanding any other
provision of the Plan, all transfers shall be net of any amount sufficient to
satisfy all federal, state, and local withholding tax requirements, and shall
also be net of all amounts owed by Participant to the Employer.

         Section 7.03. Binding on Successors. This Plan shall be binding upon
all Participants, their respective heirs, and personal representatives, and
upon the Employer, its successors, and assigns.

         Section 7.04. Adoption by Other Employers. Any employer, corporation or
other entity with employees now in existence or hereafter formed or acquired,
which is not already an Employer under this Plan, and which is otherwise legally
eligible, may in the future, with the consent and approval of the Company, adopt
this Plan, and thereby, from and after the specified effective date, become an
Employer under this Plan. However, the sole and absolute right to amend the Plan
is reserved to the Company. It shall not be necessary for the adopting
corporation or entity to sign or execute the original or the amended Plan
documents. The administrative powers and control of the Company as provided in
the Plan, including the sole right of amendment and of appointment and removal
of the Committee, shall not be diminished by reason of the participation of any
such adopting entity in this Plan.

         Section 7.05. Headings. The headings used in this Plan are inserted for
reference purposes only and shall not be deemed to limit or affect in any way
the meaning or interpretation of any of the terms or provisions herein.

         Section 7.06. Notices. Any notices or communications permitted or
required to be given herein by any Participant, the Company, the Committee, the
Employer, or any other person shall be deemed given either (i) when delivered,
or (ii) three days after being placed in the United States mail in an envelope
addressed to the last communicated address of the person to whom the notice is
being given, with adequate postage thereon prepaid.

         Section 7.07. Severability. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions thereof, and the Plan shall be construed and enforced as if
such provisions had not been included.

         Section 7.08. No Contract of Employment. Nothing contained herein shall
be construed to constitute a contract of employment between any employee and any
employer. Nothing herein contained shall be deemed to give any employee the
right to be retained in the employ of an employer or to interfere with the right
of the employer to discharge any employee at any time without regard to the
effect such discharge might have on the employee as a Participant under this
Plan.



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         Section 7.09. Certain Limitations. In the event the Employer is subject
to legal limitations on the payment of benefits, then benefit payments hereunder
shall be reduced or eliminated, as the case may be, to comply with such legal
limitations.

         Section 7.10. State Law. This Plan and all agreements entered into
under the Plan shall be governed, construed, administered, and regulated in all
respects under the laws of the State of Delaware, without regard to the
principles of conflicts of law, to the extent such laws are not preempted by
the laws of the United States of America. Any action concerning the Plan or any
agreement entered into under the Plan shall be maintained exclusively in the
state or federal courts in Delaware.

         Section 7.11. Government and Other Regulations. The obligation of the
Company to grant or sell and deliver Shares under the Plan shall be subject to
all applicable laws, rules, and regulations and such approvals by any
governmental agencies as may be required, including, but not limited to, the
effectiveness of a registration statement under the Securities Act of 1933, as
amended, as deemed necessary or appropriate by legal counsel for the Company.

         Section 7.12. Nonexclusivity of the Plan. The adoption of the Plan by
the Board of Directors shall not be construed as creating any limitations on the
power of the Board of Directors to adopt such other incentive arrangements as it
may deem desirable.


         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
a duly authorized officer as of the 3rd day of November, 2006.


                                               SPIRIT AEROSYSTEMS HOLDINGS, INC.


                                               By:  /s/ Nigel Wright
                                                    ----------------------------

                                               Its: Secretary
                                                    ----------------------------


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