AGREEMENT AND PLAN OF MERGER

AGREEMENT AND. PLAN OF MERGER, dated as of. October 15, 1986 by and between AVIONIC INSTRUMENTS INC., a New York corporation (AII-New York),. and AVIONIC INSTRUMENTS INC., a Delaware corporation (AII-Delaware):

W I T N E S S E T H:

WHEREAS, AII -Delaware is a corporation duly organized and existing under the laws of the State of Delaware;

WHEREAS, AII-New York is a corporation duly organized and existing under the laws of the State of New York;

WHEREAS, the respective Boards of Directors of AII-Delaware and AII-New York have determined that, for the purpose of effecting the reincorporation of AII-New York in the State of Delaware, it is advisable and to the advantage of said two corporations and their respective shareholders that AII-New York merge with and into AII-Delaware upon the terms and conditions herein provided (the Merger); and

WHEREAS, the respective Boards of Directors of AII -Delaware and AII-New York have approved this Agreement and have directed that this Agreement be submitted to a vote of the shareholders of AII-Delaware and AII-New York;

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, AII-New York and AII -Delaware hereby agree as follows:

1.                                       Merger. Subject to the terms and conditions hereof, AII-New York shall be merged with and into AII-Delaware, and AII-Delaware shall survive the Merger. The separate existence of AII-New York shall thereupon cease.

2.                                       Effective Date. The Merger shall become-effective when this Agreement or an appropriate certificate of merger shall have been filed with the Secretaries of State of Delaware and New York (the Effective Date).

3.                                       Directors and Officers and Governing Documents. The directors and officers of AII-Delaware shall be the same upon the Effective Date as the directors and officers of AII-New York immediately prior thereto. The Certificate of Incorporation of AII-Delaware, as amended in effect on the Effective Date, shall continue to be the Certificate of Incorporation of AII-Delaware as the surviving corporation without change or amendment until further amended in accordance with the provisions thereof and applicable laws. The. By-Laws of AII-Delaware, as amended and in effect on the Effective Date, shall continue to be the By-Laws of AII-Delaware as the surviving corporation without change or amendment until further amended in accordance with the provisions thereof and applicable laws.