FIRST AMENDMENT TO THE
                   BE AEROSPACE, INC. SUPPLEMENTAL EXECUTIVE
                        MONEY PURCHASE RETIREMENT PLAN
             (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1997)


         THIS FIRST AMENDMENT, made this ______ day of _____________, 1998, by
BE AEROSPACE,  INC. (the  "Company")  to the BE AEROSPACE,  INC.  SUPPLEMENTAL
EXECUTIVE MONEY PURCHASE RETIREMENT PLAN, as amended and restated effective as
of January 1, 1997 (the "Plan").

                             W I T N E S S E T H:

         WHEREAS,  the  Company  did  establish  the  Plan  for the  sole  and
exclusive   benefit  of  its  eligible   participants   and  their  respective
beneficiaries  under the terms and provisions of the Internal  Revenue Code of
1986, as amended, and

         WHEREAS,  pursuant to Section 4.11, the Company reserved the right to
amend said Plan;

         NOW,  THEREFORE,  effective as of January 1, 1999,  the Plan shall be
amended as follows:

         1. The first paragraph of the Plan is hereby amended by replacing the
"SUPPLEMENTAL   EXECUTIVE  MONEY  PURCHASE   RETIREMENT  PLAN"  with  the  "BE
AEROSPACE, INC. SUPPLEMENTAL EXECUTIVE DEFERRED COMPENSATION PLAN II."

2. Section 1.7 is hereby amended to read as follows:

                  "1.7  "Company"  shall mean BE  Aerospace,  Inc., a Delaware
         corporation,  its successors and assignees,  any of their  respective
         subsidiaries and affiliates,  and any other entity  designated by the
         Company."

3. The first sentence of Section 1.8 is hereby amended to read as follows:

                  "1.8  "Compensation"  shall mean wages,  including overtime,
         bonuses,  and any  amounts  that  would  have  been  received  by the
         Participant  from the Company but for an election under Code Sections
         125,  401(k),  402(h)  or  403(b).   Notwithstanding  the  foregoing,
         Compensation  shall not include any amounts  received during the Plan
         Year of compensation deferred from a prior Plan Year."

4. Section 1.14 is hereby amended to read as follows:

                  "1.14 "Plan" shall mean the BE Aerospace, Inc. Supplemental
         Executive Deferred Compensation Plan II as herein set forth and as it
         may be amended from time to time."

5. Subparagraph 2.1(b)(i) is hereby amended to read as follows:

                  "(i)  7 1/2 % of the Participant's Compensation for the prior
         Plan Year; plus"

6. In all other respects, the Plan shall remain unchanged by this Amendment.

         IN WITNESS  WHEREOF,  the Employers have caused this instrument to be
executed the day and year first above written.

                                       BE AEROSPACE, INC.

Dated:___________________              By:  /s/ Joseph Piegari, Vice President
                                       ---------------------------------------
                                                Human Resources