ASTRONICS CORPORATION SUPPLEMENTAL RETIREMENT PLAN

                          (ADOPTED: DECEMBER 17, 1999)


                                    ARTICLE I

                 Purpose, Definitions, Administration, Amendment
                 -----------------------------------------------

     This  Astronics  Corporation  Supplemental  Retirement  Plan is an unfunded
plan,  not intended to qualify under the Internal  Revenue Code,  maintained for
the purpose of providing  additional  retirement  benefits for a select group of
management  or  highly  compensated  employees  of  Astronics  Corporation,  and
participation  in the  Astronics  Corporation  Supplemental  Retirement  Plan is
limited consistent with that purpose.  Benefits under the Astronics  Corporation
Supplemental  Retirement Plan are intended to supplement benefits provided under
the ATRO Companies  Profit-Sharing  Plan/401(k) Plan and benefits  received from
Social Security.

     The following words and phrases as used herein have the following meanings:

     "Cause" means any act that is materially  inimical to the best interests of
the Company and that  constitutes,  on the part of  Participant,  intentional or
grievous  wrong,  including but not limited to, common law fraud,  a felony,  or
other gross malfeasance of duty.

     "Change of Control",  for purposes of determining whether there has been an
Involuntary  Termination of Employment Related to a Change of Control, means the
transfer in one or more  transactions,  extending over a period of not more than
24 months of Common  Stock of the  Company  possessing  25% or more of the total
voting power of all shares of Common Stock.  A transfer shall be deemed to occur
if shares of Common Stock are either transferred or made the subject of options,
warrants,  or similar rights  granting a third party the  opportunity to acquire
ownership or voting control of such Common Stock.

<PAGE>

     "Common  Stock"  means the Class A and Class B $.01 par value shares of the
capital stock of the Company, as well as all other securities with voting rights
or convertible into securities with voting rights.

     "Code" means the Internal Revenue Code of 1986, as amended and as it may be
amended.

     "Company" means Astronics Corporation, as well as any successors or assigns
of  Astronics   Corporation,   whether  by  transfer,   merger,   consolidation,
acquisition  of all or  substantially  all of the  business  assets,  change  in
identity, or otherwise by operation of law.

     "Compensation  Committee" means the Executive Compensation Committee of the
Board of Directors of the Company, as it is constituted from time to time.

     "Eligible  Officer" means:  (i) an employee of the Company who participates
in the ATRO Companies  Profit-Sharing  Plan/401(k) Plan and who is an officer of
the  Company;  and  (ii)  an  employee  of  a  subsidiary  of  the  Company  who
participates in the ATRO Companies  Profit-Sharing  Plan/401(k)  Plan, who is an
officer or executive of an  affiliate or  subsidiary  of the Company and who the
Board of Directors of the Company expressly designates an Eligible Officer.

     "Involuntary   Termination  of   Employment"   means  a  severance  of  the
Participant's  employment  relationship,  other than for death,  Disability  (as
defined in Article II),  retirement,  or Cause,  (i) by or at the instigation of
Company or (ii) by or at the instigation of Participant where  Participant's pay
has been  diminished  or  reduced to a greater  extent  than any  diminution  or
reduction of Company's officers generally.


                                       2
<PAGE>

     "Involuntary  Termination  of  Employment  Related to a Change of  Control"
means a termination  of the  Participant's  employment  relationship  (i) by the
Company  within  two years  after a Change of  Control,  or (ii) by  Participant
within  two years of the  Change of  Control  in those  circumstances  where the
duties,  responsibilities,  status,  base  pay  or  perquisites  of  office  and
employment have been diminished or downgraded, or substantially increased (other
than base pay and perquisites) without  Participant's actual or implied consent;
provided,  however,  that a general  decrease in base pay which is approved by a
majority  of the  affected  Participants  will  be  considered  as  having  been
consented to for purposes of this Plan.

     "ATRO Companies  Profit-Sharing  Plan/401(k)  Plan" means the tax-qualified
retirement plan of the Company, as amended and restated effective as of April 1,
1997,  as  amended  and as it may be  amended,  or any  successor  tax-qualified
retirement  plan  maintained by the Company,  as in effect as of the date that a
benefit is calculated under the Plan.

     "Participant"  means an Eligible  Officer who is a Participant  in the Plan
pursuant to Article II. The word "Participant"  includes a person who has ceased
to actively  participate in the Plan but who has not received  payment of all of
his Plan benefits.

     "Pay"  means the base salary  paid to the  Eligible  Officer for a calendar
year plus any cash bonus or cash incentive  payments  earned for or attributable
to that year,  whether or not such bonus or  incentive  payments are paid during
that year.

     "Plan" means the Astronics Corporation Supplemental Retirement Plan, as set
forth herein and as it may be amended.


                                       3
<PAGE>

     "Spouse" means a surviving spouse who is a beneficiary  entitled to receive
some or all of the  benefits,  directly or  indirectly,  payable  under the ATRO
Companies Profit-Sharing Plan/401(k) Plan upon the death of a Participant.

     "Supplemental  Benefit"  means the  annual  income,  if any,  payable  to a
Participant or Beneficiary pursuant to Article III of the Plan.

     The  Plan  shall  be  operated  under  the  direction  of the  Compensation
Committee, which shall have all authority and powers necessary to administer the
Plan and  construe  the Plan terms,  make  factual  determinations,  resolve any
ambiguities or  inconsistencies,  determine  eligibility  for  participation  or
benefits,   and  decide  all  questions  arising  in  the  Plan  administration,
interpretation or application. The Compensation Committee's actions or decisions
in all matters  (other than matters  regarding a  Participant  upon or after the
Participant's  Involuntary  Termination  of  Employment  Related  to a Change of
Control)  shall be final and  binding  upon all  Participants,  Spouses or other
persons having or claiming an interest in this Plan.

     While the Company  expects to continue the Plan  indefinitely,  it reserves
the right to amend the Plan at any time and from time to time or to  discontinue
the Plan at any  time,  by action of its Board of  Directors.  No  amendment  or
discontinuance of the Plan shall impair or adversely affect any benefits accrued
under the Plan as of the date of such  action,  except  with the  consent of the
Participant  or Spouse  entitled to receive  such  benefits.  In the event of an
amendment of the Plan affecting  benefits,  or  discontinuance  of the Plan, the
interest of each Participant shall be determined as if each Participant  retired
as of the date of such amendment or discontinuance.


                                       4
<PAGE>

                                   ARTICLE II

                                   Eligibility
                                   -----------

     Each  Eligible  Officer shall be a  Participant  eligible for  Supplemental
Benefits pursuant to Article III of the Plan,  provided the Eligible Officer has
at least ten  years of  continuous  service  with the  Company  and  (except  as
provided in Article  VIII) retires from the service of the Company (i) at age 65
or later or (ii) at age 60 or later  with a  combined  total of age and years of
service  with  the  Company  at  least  equal  to 90;  provided,  however,  that
Supplemental  Benefits  shall  be  payable  to an  Eligible  Officer  who  has a
"Disability" (as defined in the ATRO Companies Profit-Sharing Plan/401(k) Plan),
without regard to such Participant's  eligibility for early or normal retirement
benefits  under  this  Plan.  Supplemental  Benefits  shall  be  payable  to  an
individual who qualifies as a Spouse at the time of the Participant's death.

     Eligibility for the benefits of this Plan is limited to Eligible
Officers of the Company and those  officers or  executives  of any  affiliate or
subsidiary expressly so designated by the Board of Directors of the Company.


                                   ARTICLE III

                                    Benefits
                                    --------

     For an Eligible  Officer with twenty-five or more years of service with the
Company,  the  Supplemental  Benefit payable to the Eligible  Officer under this
Plan,  payable in equal monthly  installments  for the life of the  Participant,
shall  equal the  excess,  if any,  of "(a)" over "(b)" + "(c)"  where  "(a)" is
sixty-five percent of the average of the highest consecutive three-year Pay paid
to such Eligible  Officer prior to  retirement,  "(b)" is an amount equal to the
accumulated  Company  contributions  (other than employee  pre-tax and after-tax
contributions  and  matching  contributions) allocated to an account or accounts


                                       5
<PAGE>

for the Eligible  Officer under the ATRO  Companies  Profit-Sharing  Plan/401(k)
Plan from time to time, adjusted for earnings each year at the one-year Treasury
Bill rate compounded  annually and assuming that each year's  contributions were
deposited  on  the  following  March  1st,   calculated  at  the   Participant's
retirement,  converted into an immediate  annuity payment in the form of a joint
and 100% survivor  annuity  payable to the Participant and his Spouse based on a
discount  factor equal to the prime rate as published in the Wall Street Journal
on the date of retirement and the 1983 Group Annuity  Mortality  Tables weighted
equally for males and females,  and "(c)" is the primary Social Security benefit
of such Eligible  Officer at age 65. For an Eligible Officer with 10-24 years of
service, "(a)" will be determined according to the following schedule:


                Years of Service           (a) Total Combined Benefit Target
                ----------------           ---------------------------------

                     24                                   64%
                     23                                   63%
                     22                                   62%
                     21                                   61%
                     20                                   60%
                     19                                   59%
                     18                                   58%
                     17                                   57%
                     16                                   56%
                     15                                   55%
                     14                                   54%
                     13                                   53%
                     12                                   52%
                     11                                   51%
                     10                                   50%


     Early payment of Supplemental  Benefits under this Plan shall be made to an
Eligible  Officer  who elects  earlier  retirement  under  this Plan;  provided,
however, that no early payment shall be made unless the Eligible Officer retires
from the service of the Company at age 60 or later with a combined  total of age
and years of service with the Company at least equal to 90;  provided,  further,


                                       6
<PAGE>

that the Supplemental  Benefits payable under this Plan shall be reduced by 0.5%
for each full month by which the date of the  commencement of benefits  precedes
the  Participant's   attainment  of  age  65.   Notwithstanding  the  foregoing,
Supplemental  Benefits  shall  be  payable  to an  Eligible  Officer  who  has a
"Disability",  without  regard to such  Participant's  eligibility  for early or
normal  retirement  benefits  under this Plan,  and without  reduction for early
payment.

     In the event of commencement  of Supplemental  Benefits prior to attainment
of age 62, the  Supplemental  Benefit  payable  under this Plan shall  include a
Social  Security  "bridge"  payment  equal to the amount of the Social  Security
benefit at age 62, until such time as the Eligible Officer attains age 62.

     In the event of commencement of  Supplemental  Benefits  between age 62 and
age 65,  the  Social  Security  benefit  amount  to be used in  determining  the
Supplemental  Benefit  payable  under  this Plan  shall be the  Social  Security
benefit amount payable on the actual date of retirement.

     An  individual  who  qualifies  as a Spouse  shall  receive  a  payment  of
Supplemental Benefits, payable in equal monthly installments for the life of the
Spouse,  in an amount equal to 100% of the monthly amount  determined  under the
above  benefit  formula  for the  Participant;  provided,  however,  that if the
Eligible Officer had not commenced payments under this Plan and had not attained
age 65 when he died,  the  Supplemental  Benefits  shall be determined as if the
Eligible  Officer attained age 65 on the day before his death. In the event that
the Eligible  Officer had not commenced  payments under this Plan at the time of
death, early payment of Supplemental  Benefits under this Plan may be elected by
a Spouse who wants to receive survivor  benefits before the date the Participant
would have attained age 65; provided,  however,  that the Supplemental  Benefits
payable  under  this Plan to the  Spouse  shall be reduced by 0.5% for each full
month by which the date of commencement  precedes the date the Participant would
have attained age 65.


                                       7
<PAGE>

     While receiving  Supplemental Benefits under this Plan, Participant and his
Spouse  shall be entitled to Company paid  medical and dental  insurance,  under
medical and dental  insurance  plans made available to employed  officers of the
Company from time to time or under an equivalent insurance arrangement.


                                   ARTICLE IV

                        Time and Form of Benefit Payment
                        --------------------------------

     Any benefit under this Plan shall be paid to the  Participant or his Spouse
in equal monthly  installments for the life of the Participant or his Spouse, at
such time as elected by the Participant or Spouse,  except as otherwise provided
in Article III.


                                    ARTICLE V

                                     Funding
                                     -------

     This Plan shall be  maintained as an unfunded Plan which is not intended to
meet the  qualification  requirements  of Section 401 of the Code. All rights of
any Participant  under this Plan shall at all times be entirely  unfunded and no
provision  shall at any time be made with respect to  segregating  any assets of
the Company for payment of any amounts due hereunder.  No Participant shall have
any interest in or any rights against any specific assets of the Company,  and a
Participant  shall have only the rights of a general  unsecured  creditor of the
Company.  It is  intended  that the Plan is an  unfunded  nonqualified  deferred
compensation  arrangement  for income tax purposes.  No benefits under this Plan
shall be payable from the trust fund maintained  under or in accordance with the
provisions of the ATRO Companies Profit-Sharing Plan/401(k) Plan.


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<PAGE>

                                   ARTICLE VI

                                 Effective Date
                                 --------------

     The Effective Date of this Plan shall be December 17, 1999.


                                   ARTICLE VII

                            Agreement Not to Compete
                            ------------------------

     Payment of benefits  under this Plan is contingent  upon the  Participant's
agreement not to directly or  indirectly  engage in or compete with the business
of the Company,  either as owner,  partner or employee for a period of the later
to occur of the expiration of three years after  retirement or the attainment of
65 years of age. In the event a  Participant  shall compete with the business of
the Company,  payment of benefits  under this Plan shall be suspended so long as
such  Participant  engages  in  activity  deemed to be in  competition  with the
business of the Company.  Notwithstanding the foregoing,  this Article VII shall
not apply to a Participant  after the Participant's  Involuntary  Termination of
Employment Related to a Change of Control.


                                  ARTICLE VIII

             Benefits Upon Certain Terminations or Change of Control
             -------------------------------------------------------

     The  provisions  of this Article VIII shall apply only where there has been
an  Involuntary  Termination  of Employment  or an  Involuntary  Termination  of
Employment Related to a Change of Control.

     Upon an Involuntary  Termination of Employment,  a Participant who would be
eligible  to  receive  benefits  under  this Plan if he was then age 65 or more,
shall be vested in his benefits under this Plan upon the Involuntary Termination
of  Employment  and,  upon  attainment  of age 65,  shall  receive the  benefits
determined as follows:  the benefit payable at age 65 shall be determined  under


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<PAGE>

Article III using the average of the highest  consecutive  3-year Pay paid prior
to the Involuntary Termination of Employment, instead of the average for the Pay
paid prior to retirement, subject to further adjustment by reducing the combined
benefit target of Article III (based upon the Participant's years of service) by
a  factor  equal  to (i) the  benefit  target  multiplied  by (ii)  one  percent
multiplied by (iii) the number of years of the Participant's age under 65 at the
time of the Involuntary  Termination of Employment.  For example,  a Participant
age 45 at the time of the Involuntary  Termination of Employment,  with 15 years
of service to the Company,  upon attaining age 65, would have a combined benefit
target of 44 percent  (55  percent  [for 15 years of  service] @ (55 percent x 1
percent x 20 [the  difference  between 65 years and 45 years old]) = 44 percent)
instead of the  combined  benefit  target of 55 percent that would be payable if
the Participant were then 65 years of age with 15 years service.

     Upon an  Involuntary  Termination  of  Employment  Related  to a Change  of
Control, a Participant who would be eligible to receive benefits under this Plan
if he was then age 65 or more,  shall be vested in his benefits  under this Plan
upon such Involuntary  Termination of Employment  Related to a Change of Control
and,  upon  attainment  of age 65, shall  receive such  benefits  determined  as
follows:  the benefit  payable at age 65 shall be  determined  under Article III
using the  greater of the  average of the  highest  consecutive  3-year Pay paid
prior to such  Change  of  Control  or such  average  for the Pay paid  prior to
termination of employment.

                                   ARTICLE IX

                                  Miscellaneous
                                  -------------

     Social  Security and ATRO Companies  Profit-Sharing  Plan/401(k)  Plan: Any
increases in Social Security  benefits payable to a Participant after retirement
under this Plan and any  increases in the  Participant's  amounts under the ATRO
Companies Profit-Sharing Plan/401(k) Plan after retirement under this Plan shall
not be considered in determining any benefits payable under this Plan.


                                       10
<PAGE>

     Nonassignability:  No interest of any  Participant  under this Plan, or any
right to receive any payment hereunder,  shall be subject in any manner to sale,
transfer,  assignment,  pledge, attachment,  garnishment, or other alienation or
encumbrance  of any kind, nor may such interest or right to receive a payment be
taken, voluntarily or involuntarily,  for the satisfaction of the obligations or
debts of, or other claims against such Participant,  including,  but not limited
to, claims for alimony, support, separate maintenance,  and claims in bankruptcy
proceedings.

     Nonguarantee of Employment:  This Plan shall not be construed as giving any
Participant the right to be retained in the employment of the Company.


     Death  Benefits:  Except as provided in Article III hereof (with respect to
the payment of benefits  under this Plan to an  individual  who  qualifies  as a
Spouse at the time of the Participant's  death), there shall be no death benefit
payable under this Plan.

     Deferred  Retirement:  In the event  that a  Participant  elects a deferred
retirement  date after age 65, the  amount of  benefit  payable  under this Plan
shall be the Participant's  benefit  calculated at the deferred  retirement date
(rather  than age 65) under the benefit  formulas in Article III, and the amount
of such benefit shall not be further  adjusted for the period from age 65 to the
deferred retirement date to take into account the delayed commencement date.


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