BE AEROSPACE INC
AM 4 TO T. P. MCCAFFREY EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10_1.txt
<DESCRIPTION>AM 4 TO T. P. MCCAFFREY EMPLOYMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1

                               BE AEROSPACE, INC.


                    Fourth Amendment to Employment Agreement

         THIS FOURTH AMENDMENT (the "Amendment"), made and entered into
effective as of the 30th day of April, 2003, by and between BE Aerospace, Inc.,
a Delaware corporation (the "Company") and THOMAS P. McCAFFREY (the
"Executive").

                                   WITNESSETH:

         WHEREAS, the Company and the Executive entered into that certain
Employment Agreement, restated and dated as of September 14, 2001, and
thereafter amended said employment agreement effective September 14, 2001, May
15, 2002 and March 24, 2003 (hereinafter collectively the "Employment
Agreement");

         WHEREAS, the Executive and the Company now mutually desire to further
amend the Employment Agreement.

         NOW, THEREFORE, effective as of the 30th day of April, 2003, the
Employment Agreement shall be amended as follows:

         1. Section 5(g)(i)(y) shall be amended to read as follows:

                  (y) the sum of any amounts previously distributed to the
                  Executive pursuant to Sections 5(e)(i)(a)(5), 5(g)(ii),
                  5(g)(iii)
                  and 5(g)(iv)."

         2. Except as amended herein, all terms and conditions of the Employment
Agreement shall remain in full force and effect. This Amendment may be executed
in any number of counterparts which together shall constitute one instrument,
shall be governed by and construed in accordance with the laws (other than the
conflict of laws rules) of the state of Florida and shall bind and inure to the
benefit of the parties hereto and their respective successors, assigns and
heirs.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date first written above.

EXECUTIVE                                      COMPANY
                                               BE AEROSPACE, Inc., a Delaware
                                                  Corporation



By: /s/  Thomas P. McCaffrey                   By: /s/  Robert J. Khoury
    ------------------------                       -----------------------------
    Thomas P. McCaffrey                            Robert J. Khoury
    Corporate Senior Vice President of             President and
    Administration and Chief Financial Officer     Chief Executive Officer


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</DOCUMENT>
