Edgar Filing: HEICO CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))

[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to [dagger]240.14a-12

HEICO CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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HEICO CORPORATION
3000 Taft Street, Hollywood, Florida 33021
-----------------
Notice of Annual Meeting of Shareholders
To Be Held March 27, 2009
Conrad Miami Hotel
Espirito Santo Plaza
1395 Brickell Avenue
Miami, Florida 33131

The Annual Meeting of Shareholders of HEICO Corporation, a Florida
corporation, will be held on Friday, March 27, 2009 at 10:00 a.m., Eastern
Daylight Time, at the Conrad Miami Hotel, Espirito Santo Plaza, 1395 Brickell
Avenue, Miami, Florida 33131 for the following purposes:

1. To elect a Board of Directors for the ensuing year;

2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the fiscal year
ending October 31, 2009; and

3. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Only holders of record of HEICO Corporation Common Stock and Class A
Common Stock as of the close of business on January 23, 2009 will be entitled to
vote at the Meeting.

You are requested, regardless of the number of shares owned, to sign and
date the enclosed proxy and to mail it promptly, or to use the telephone or
Internet voting systems set forth in the proxy. You may revoke your proxy either
by a written notice to HEICO or in person at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Laurans A. Mendelson
Chairman of the Board,
President and Chief Executive Officer
February 17, 2009

HEICO CORPORATION
3000 Taft Street, Hollywood, Florida 33021
-----------------

PROXY STATEMENT
---------------

This Proxy Statement is furnished to the shareholders of HEICO
Corporation ("HEICO" or "Company") in connection with the solicitation of
proxies by HEICO's Board of Directors for use at the Annual Meeting of
Shareholders of HEICO (the "Annual Meeting") to be held at the Conrad Miami
Hotel, Espirito Santo Plaza, 1395 Brickell Avenue, Miami, Florida 33131 on
Friday, March 27, 2009 at 10:00 a.m. Eastern Daylight Time. This Proxy Statement
is first being mailed to shareholders on or about February 23, 2009.

At the Annual Meeting, the shareholders will be asked to elect a Board
of Directors ("Board"); to ratify the appointment of Deloitte & Touche LLP as
the Company's independent registered public accounting firm for the fiscal year
ending October 31, 2009; and to vote on any other business which properly comes
before the meeting or any adjournments thereof.

The Board of Directors of HEICO urges you to promptly date, sign and mail
your proxy, or to use the telephone or Internet voting systems set forth in the
proxy, in the form enclosed with this Proxy Statement, to make certain that your
shares are voted at the meeting. Proxies in the enclosed or other acceptable
form that are received in time for the meeting will be voted. However, you may
revoke your proxy at any time prior to its use by a revocation in writing to the
Corporate Secretary at the Company's headquarters or a later dated proxy that is
received in sufficient time by HEICO prior to the Annual Meeting; and, if you
attend the meeting, you may vote your shares in person.

If your proxy is received in time for the meeting, it will be voted in
the manner specified by you in the proxy. If you do not specify a choice, the
proxy will be voted as indicated in the form of proxy.

We will bear the expense of soliciting proxies in the accompanying form.
Solicitations will be by mail, and our directors, officers and regular employees
may solicit proxies personally or by telephone, telegram or special letter. Our
directors, officers and regular employees will receive no compensation in
connection with the solicitation of proxies. We will also employ D. F. King &
Co., 48 Wall Street, New York, New York 10005, to assist in soliciting proxies
for a fee of $7,500 plus related out-of-pocket expenses.

Only holders of record of HEICO Common Stock, $0.01 par value per share
("Common Stock"), and Class A Common Stock, $0.01 par value per share ("Class A
Common Stock"), as of the close of business on January 23, 2009 will be entitled
to vote at the meeting. On that date, there were outstanding 10,572,641 shares
of Common Stock, each entitled to one vote, and 15,845,766 shares of Class A
Common Stock, each entitled to 1/10th vote per share.

Voting Requirements

The presence, in person or by proxy, of the holders of a majority of the
voting power of the shares of all classes of HEICO's common stock entitled to
vote shall constitute a quorum at the Annual Meeting. If a quorum is present,
the affirmative vote of a majority of the voting power of the shares of all
classes of HEICO's common stock represented in person or by proxy at the Annual
Meeting and entitled to vote on the subject matter at the Annual Meeting shall
be required to elect members of the Board of Directors and to ratify the
appointment of Deloitte & Touche LLP.

A proxy submitted by a shareholder may indicate that all or a portion of
the shares represented by such proxy are not being voted by such shareholder
with respect to a particular matter ("non-voted shares"). This could occur, for
example, when a broker is not permitted to vote shares held in "street name" on
certain matters in the absence of instructions from the beneficial owner of the
shares. Non-voted shares with respect to a particular matter

will be counted for purposes of determining the presence of a quorum but will
not be counted as shares present and entitled to vote on such matter for
purposes of voting, and therefore, will have no effect on matters brought to a
vote at the Annual Meeting. Shares voted to abstain as to a particular matter
and directions to "withhold authority" to vote for directors, will be counted
for purposes of determining the presence of a quorum and will be counted as
present and entitled to vote with respect to such matter for purposes of voting,
and therefore, will have the effect of votes against the matters brought to a
vote at the Annual Meeting.

Under the terms of the HEICO Savings and Investment Plan ("Plan"), all
shares allocated to the accounts of participating employees will be voted or not
voted by the trustee of the Plan as directed by written instructions from the
participating employees, and allocated shares for which no instructions are
received and all unallocated shares will be voted by the trustee of the Plan in
the same proportion as the shares for which instructions are received. Voting
instruction cards are being mailed to all participants in the Plan. If a
participant also owns shares outside the Plan, the participant must return both
the proxy card and the voting instruction card as indicated on those cards in
order to cause all of their shares to be voted in accordance with their
instructions. To be assured that the trustee will receive voting instruction
cards on a timely basis, voting instruction cards for shares in the Plan must be
duly signed and received no later than March 20, 2009. The total number of
shares in the Plan as of the record date represents approximately 6.7% of the
voting power of all classes of common stock outstanding as of the record date
and entitled to vote at the Annual Meeting.

Internet Availability of Proxy Materials and Annual Report

This Proxy Statement and our 2008 Annual Report are also available on our
web site at www.heico.com under the heading "Investor Relations." Our web site
does not constitute a part of the Proxy Statement.

VOTING SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of HEICO Common Stock and Class A Common Stock as of January 23, 2009
by (i) each person who is known to us to be the beneficial owner of more than 5%
of the outstanding Common Stock or Class A Common Stock; (ii) the Chief
Executive Officer, Chief Financial Officer and the other three most highly
compensated executive officers; (iii) each of the members of the Board of
Directors; and (iv) all directors and executive officers of the Company as a
group. Except as set forth below, the shareholders named below have sole voting
and investment power with respect to all shares of Common Stock and Class A
Common Stock shown as being beneficially owned by them.

Shares Beneficially Owned(2)
-----------------------------------------
Class A
Common Stock Common Stock
------------------ -------------------
Name and Address of Beneficial Owner(1) Number Percent Number Percent
---------------------------------------- ------ ------- ------ -------

(a) Certain beneficial owners:
Mendelson Reporting Group(3) .................................................... 1,925,782 17.19% 397,485 2.49%
Dr. Herbert A. Wertheim(4) ...................................................... 1,136,176 10.75% 1,132,196 7.15%
Royce & Associates, LLC(5) ...................................................... 859,300 8.13% 1,487,377 9.39%
FMR LLC(6) ...................................................................... -- -- 1,311,704 8.28%
Barclays Global Reporting Group(7)............................................... 751,557 7.11% -- --
Baron Reporting Group(8) ........................................................ -- -- 1,068,328 6.74%
Columbia Wanger Asset Management, L.P.(9) ....................................... -- -- 867,000 5.47%
Rene Plessner Reporting Group(10) .............................................. 540,497 5.11% -- --
T. Rowe Price Associates, Inc.(11) ............................................. -- -- 795,100 5.02%

(b) Directors:
Samuel L. Higginbottom .......................................................... -- -- 2,830 *
Mark H. Hildebrandt ............................................................. -- -- -- --
Wolfgang Mayrhuber(12) .......................................................... 31,313 * 14,333 *
Eric A. Mendelson(13) .......................................................... 445,535 4.09% 179,631 1.13%
Laurans A. Mendelson(14) ........................................................ 1,049,191 9.92% 149,135 *
Victor H. Mendelson(15) ......................................................... 431,056 3.96% 198,137 1.25%
Albert Morrison, Jr.(16) ........................................................ 19,864 * 16,274 *
Dr. Alan Schriesheim(17) ........................................................ 90,742 * 97,995 *
Frank J. Schwitter............................................................... -- -- 1,077 *

(c) Executive officers listed in Summary Compensation Table
who are not directors:
Thomas S. Irwin(18) ............................................................. 332,569 3.09% 71,086 *
William S. Harlow(19) .......................................................... 385 * 2,031 *
All directors and executive officers as a group (11 persons)(20) ............... 2,400,655 20.83% 603,111 3.75%
All directors, executive officers, the HEICO Savings and
Investment Plan and the Mendelson Reporting Group as a
group(21)..................................................................... 3,052,392 26.49% 1,199,443 7.45%

-----------------------

* Represents ownership of less than 1%.

(1) Unless otherwise indicated, the address of each beneficial owner identified
is c/o HEICO Corporation, 3000 Taft Street, Hollywood, Florida 33021.

(2) The number of shares of Common Stock and Class A Common Stock deemed
outstanding as of January 23, 2009 includes (i) 10,572,641 shares of Common
Stock; (ii) 15,845,766 shares of Class A Common Stock; and (iii) shares
issuable upon exercise of stock options held by the respective person or
group which are presently exercisable or which may be exercised within 60
days after January 23, 2009 as set forth below. Pursuant to the rules of
the Securities and Exchange Commission, presently exercisable stock options
and stock options that become exercisable within 60 days are deemed to be
outstanding and beneficially owned by the person or group for the purpose
of computing the percentage ownership of such person or group, but are not
treated as outstanding for the purpose of computing the percentage
ownership of any other person or group.

(3) The Mendelson Reporting Group consists of Laurans A. Mendelson; Eric A.
Mendelson; Victor H. Mendelson; Mendelson International Corporation, a
corporation whose stock is owned solely by Eric and Victor Mendelson and
whose Chairman of the Board is Laurans A. Mendelson; LAM Limited Partners,
a partnership whose sole general partner is a corporation controlled by
Arlene Mendelson, the wife of Laurans A. Mendelson; LAM Alpha Limited
Partners, a partnership whose sole general partner is a corporation
controlled by Laurans A. Mendelson; EAM Management Limited Partners, a
partnership whose sole general partner is a corporation controlled by Eric
A. Mendelson; VHM Management Limited Partners, a partnership whose sole
general partner is a corporation controlled by Victor H. Mendelson; and the
Victor H. Mendelson Revocable Investment Trust, whose grantor, sole
presently vested beneficiary and trustee is Victor H. Mendelson. Includes
633,000 shares of Common Stock and 115,968 shares of Class A Common Stock
subject to stock options that are presently exercisable or exercisable
within 60 days after January 23, 2009. See Notes (13), (14) and (15) below.
The address of the Mendelson Reporting Group is 825 Brickell Bay Drive,
16th Floor, Miami, Florida 33131.

(4) The address of Dr. Wertheim is 191 Leucadendra Drive, Coral Gables, Florida
33156.

(5) Based on information in a Schedule 13G/A filed on January 26, 2009, all
shares are held in portfolios of certain mutual funds and/or institutional
accounts managed by Royce & Associates, LLC, a registered investment
advisor. The address of Royce & Associates, LLC is 1414 Avenue of the
Americas, New York, New York 10019.

(6) Based on information in a Schedule 13G/A filed on February 17, 2009, all
shares are beneficially owned by FMR LLC, the parent holding company of
Fidelity Management & Research Company, a registered investment advisor.
The address of FMR LLC is 82 Devonshire Street, Boston, Massachusetts
02109.

(7) Based on information in a Schedule 13G filed on February 5, 2009, reflects
253,885 shares of Common Stock held by Barclays Global Investors, NA, a
bank and 497,672 shares of Common Stock held by Barclays Global Fund
Advisors, a registered investment advisor (collectively, "Barclays Global
Reporting Group"). The address of Barclays Global Investors, NA and
Barclays Global Fund Advisors is 400 Howard Street, San Francisco,
California 94105.

(8) Based on information in a Schedule 13G/A filed on February 12, 2009, all
shares are beneficially owned by Baron Capital Group, Inc. ("BCG") and
Ronald Baron, parent holding companies; BAMCO, Inc., a registered
investment advisor; and Baron Small Cap Fund, a registered investment
company (collectively, "Baron Reporting Group"). BCG and Ronald Baron
disclaim beneficial ownership of shares held by their controlled entities
(or the investment advisory clients thereof) to the extent such shares are
held by persons other than BCG and Ronald Baron. BAMCO, Inc. disclaims
beneficial ownership of shares held by its investment advisory clients to
the extent such shares are held by persons other than BAMCO, Inc. and its
affiliates. The address of Baron Reporting Group is 767 Fifth Avenue, New
York, New York 10153.

(9) Based on information in a Schedule 13G filed on February 5, 2009, all
shares are beneficially owned by Columbia Wanger Asset Management, L.P., an
investment advisor. The address of Columbia Wanger Asset Management, L.P.
is 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606.

(10) Based on information in a Schedule 13D dated February 24, 2002 filed by Mr.
Plessner individually and as sole Trustee for the Rene Plessner Associates,
Inc. Profit Sharing Plan. Reflects 107,127 shares of Common Stock held by
Mr. Plessner and 433,370 shares of Common Stock held by the Rene Plessner
Associates, Inc. Profit Sharing Plan, an employee profit sharing plan of
Rene Plessner Associates, Inc., an executive search company. The address of
Rene Plessner Reporting Group is 200 East 74th Street, Penthouse A, New
York, New York 10021.

(11) Based on information in a Schedule 13G filed on February 10, 2009, all
shares are beneficially owned by T. Rowe Price Associates, Inc., a
registered investment advisor. The address of T. Rowe Price Associates,
Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.

(12) Includes 30,000 shares of Common Stock and 7,620 shares of Class A Common
Stock subject to stock options that are presently exercisable or
exercisable within 60 days after January 23, 2009.

(13) Includes 64,709 shares of Class A Common Stock held by Mendelson
International Corporation; 82,360 shares of Common Stock held by EAM
Management Limited Partners; 316,500 shares of Common Stock and 57,984
shares of Class A Common Stock subject to stock options that are presently
exercisable or exercisable within 60 days after January 23, 2009; 20,693
shares of Common Stock and 19,362 shares of Class A Common Stock held by
the HEICO Savings and Investment Plan and allocated to Eric A. Mendelson's
account; and 950 shares of Common Stock and 1,094 shares of Class A Common
Stock owned by Eric A. Mendelson's children. See Note (3) above.

(14) Laurans A. Mendelson disclaims beneficial ownership with respect to 64,709
shares of Class A Common Stock, which are held in the name of Mendelson
International Corporation and 45,441 shares of Common Stock and 13,175
shares of Class A Common Stock, which were donated to and are presently
held by the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc.,
of which Mr. Mendelson is President. Includes 977,196 shares of Common
Stock and 46,278 shares of Class A Common Stock held solely by Mr.
Mendelson or LAM Limited Partners or LAM Alpha Limited Partners. Also
includes 26,554 shares of Common Stock and 24,973 shares of Class A Common
Stock held by the HEICO Savings and Investment Plan and allocated to
Laurans A. Mendelson's account. See Notes (3), (13) and (15).

(15) Includes 64,709 shares of Class A Common Stock held by Mendelson
International Corporation; 36,180 shares of Common Stock held by VHM
Management Limited Partners; 316,500 shares of Common Stock and 57,984
shares of Class A Common Stock subject to stock options that are presently
exercisable or exercisable within 60 days after January 23, 2009 of which
30,000 shares of Common Stock are held by the Victor H. Mendelson Revocable
Investment Trust; 17,002 shares of Common Stock and 15,812 shares of Class
A Common Stock held by the HEICO Savings and Investment Plan and allocated
to Victor H. Mendelson's account; and 1,000 shares of Common Stock and
1,100 shares of Class A Common Stock owned by Victor H. Mendelson's
children. See Note (3) above.

(16) Includes 10,000 shares of Common Stock and 1,000 shares of Class A Common
Stock subject to stock options that are presently exercisable or
exercisable within 60 days after January 23, 2009. Albert Morrison, Jr.'s
voting and dispositive power with respect to 6,966 shares of Common Stock
and 8,516 shares of Class A Common Stock owned by Mr. Morrison's wife.

(17) Includes 90,182 shares of Common Stock and 95,795 shares of Class A Common
Stock subject to stock options that are presently exercisable or
exercisable within 60 days after January 23, 2009, and includes 2,200
shares of Class A Common Stock held by the estate of Dr. Schriesheim's
wife.

(18) Includes 189,000 shares of Common Stock and 36,434 shares of Class A Common
Stock subject to stock options that are presently exercisable or
exercisable within 60 days after January 23, 2009 and 34,786 shares of
Common Stock and 32,972 shares of Class A Common Stock held by the HEICO
Savings and Investment Plan and allocated to Thomas S. Irwin's account.

(19) Includes 300 shares of Common Stock and includes 1,950 shares of Class A
Common Stock held by the HEICO Savings and Investment Plan and allocated to
William S. Harlow's account and 85 shares of Common Stock and 81 shares of
Class A Common Stock owned by Mr. Harlow's wife.

(20) Includes 952,182 shares of Common Stock and 256,817 shares of Class A
Common Stock subject to stock options that are presently exercisable or
exercisable within 60 days after January 23, 2009. The total for all
directors and executive officers as a group (11 persons) also includes
99,335 shares of Common Stock and 95,069 shares of Class A Common Stock
held by the HEICO Savings and Investment Plan and allocated to accounts of
the executive officers pursuant to the Plan.

(21) Includes 1,925,782 shares of Common Stock and 397,485 shares of Class A
Common Stock owned by the Mendelson Reporting Group and 751,072 shares of
Common Stock and 691,401 shares of Class A Common Stock held by the HEICO
Savings and Investment Plan of which 638,567 shares of Common Stock and
556,386 shares of Class A Common Stock are allocated to participants in the
Plan, including 99,335 shares of Common Stock and 95,069 shares of Class A
Common Stock allocated to the directors and executive officers as a group,
and of which 112,505 shares of Common Stock and 135,015 shares of Class A
Common Stock are unallocated as of January 23, 2009.

PROPOSAL TO ELECT DIRECTORS
(Proposal No. 1)

Each of the nine individuals named in the table below has been nominated
by the Board of Directors of the Company for election to the Board of Directors
at the Annual Meeting to serve until the next Annual Meeting or until his
successor is elected and qualified. All of the nominees are currently serving on
the Board of Directors. The Board of Directors has no reason to believe that any
of the nominees will not be a candidate or will be unable to serve.

Each nominee is standing for re-election except for Mr. Hildebrandt who
is standing for election for the first time. After a screening process conducted
by the Nominating and Corporate Governance Committee and upon the Committee's
recommendation, which followed an introduction to the Committee by the Company's
Chairman based upon the Chairman's familiarity with Mr. Hildebrandt through Mr.
Hildebrandt's broad knowledge of corporate law and corporate governance and his
civic leadership, the Board of Director unanimously appointed Mr. Hildebrandt as
a member of the Board of Directors on September 16, 2008.

Name Age Corporate Office or Position Director Since
---- --- ---------------------------- --------------

Samuel L. Higginbottom 87 Director 1989
Mark H. Hildebrandt 52 Director 2008
Wolfgang Mayrhuber 61 Director 2001
Eric A. Mendelson 43 President - Flight Support Group; 1992
President and Chief Executive Officer of HEICO
Aerospace Holdings Corp; and Director
Laurans A. Mendelson 70 Chairman of the Board; President and Chief Executive 1989
Officer; and Director
Victor H. Mendelson 41 President - Electronic Technologies Group; 1996
President and Chief Executive Officer of HEICO
Electronic Technologies Corp.; and Director
Albert Morrison, Jr. 72 Director 1989
Dr. Alan Schriesheim 78 Director 1984
Frank J. Schwitter 75 Director 2006

Business Experience of Nominees

Samuel L. Higginbottom is a retired executive officer of Rolls Royce,
Inc. (an aircraft engine manufacturer), where he served as Chairman, President
and Chief Executive Officer from 1974 to 1986. He was the Chairman of the
Columbia University Board of Trustees from 1982 until September 1989. He was
President, Chief Operating Officer and a director of Eastern Airlines, Inc.,
from 1970 to 1973 and served in various other executive capacities with that
company from 1964 to 1969. Mr. Higginbottom was a director of British Aerospace
Holdings, Inc., an aircraft manufacturer, from 1986 to 1999 and was a director
of AmeriFirst Bank from 1986 to 1991. He is a Trustee Emeritus of St. Thomas
University, Miami, Florida. Mr. Higginbottom is considered an "independent"
Director under New York Stock Exchange rules.

Mark H. Hildebrandt has been a partner in Waldman Hildebrandt Trigoboff
Marx & Calnan, P.A., a Miami, Florida-based full-service boutique law firm since
2004. He has practiced law continuously for more than 25 years and specializes
in corporation and business law and in litigation. Mr. Hildebrandt is also
President of the Mount Sinai Medical Center Foundation in Miami Beach, Florida
and a current member of the Executive Committee, a current member of the Finance
and Investment Committee, a former Chairman of the Finance Committee and a
former member of the Audit Committee of the Board of Trustees of the Mount Sinai
Medical Center. Additionally, Mr. Hildebrandt is a member of the Board of
Directors of Easter Seals of Miami-Dade County, Florida, and has served in
numerous other local civic posts. Mr. Hildebrandt is considered an "independent"
Director under New York Stock Exchange rules.

Wolfgang Mayrhuber was elected to the Board of Directors in 2001 after
serving as Advisor to the Board of Directors of the Company since 1997. Mr.
Mayrhuber has served as Chairman of the Executive Board and Chief Executive
Officer of Deutsche Lufthansa AG ("Lufthansa") since June 2003. He has served
with Lufthansa since 1970, and has held various senior management positions for
the maintenance and overhaul of aircraft, components and engines. In 1992, Mr.
Mayrhuber was appointed Executive Vice President and Chief Operating Officer
Technical at Lufthansa. In 1994, he became Chairman of the Executive Board of
Lufthansa Technik AG. In 2001, Mr. Mayrhuber was appointed to the Executive
Board of Deutsche Lufthansa AG. Mr. Mayrhuber is also a member of the
supervisory boards of BMW AG, Eurowings Luftverkehrs AG and a number of
Lufthansa affiliates. Mr. Mayrhuber is considered an "independent" Director
under New York Stock Exchange rules.

Eric A. Mendelson has been an employee of the Company since 1990, serving
in various capacities. Mr. Mendelson has served as Executive Vice President of
the Company since 2001, President and Chief Executive Officer of HEICO Aerospace
Holdings Corp., a subsidiary of HEICO, since its formation in 1997 and President
of HEICO Aerospace Corporation since 1993. Mr. Mendelson is a co-founder, and,
since 1987, has been Managing Director of Mendelson International Corporation, a
private investment company, which is a shareholder of HEICO. In addition, Mr.
Mendelson is a member of the Board of Trustees of Mount Sinai Medical Center in
Miami Beach, Florida and Ransom Everglades School in Coconut Grove, Florida, as
well as a member of the Executive Committee of the Columbia College Alumni
Association. Eric Mendelson is the son of Laurans Mendelson and the brother of
Victor Mendelson. Eric Mendelson is considered an "inside" Director under New
York Stock Exchange rules.

Laurans A. Mendelson has served as Chairman of the Board of the Company
since December 1990. He has also served as Chief Executive Officer of the
Company since February 1990 and President of the Company since September 1991.
HEICO Corporation is a member of the Aerospace Industries Association ("AIA") in
Washington D.C., and Mr. Mendelson serves on the Board of Governors of AIA. He
is also former Chairman of the Board of Trustees, former Chairman of the
Executive Committee and a current member of the Society of Mount Sinai Founders
of Mount Sinai Medical Center in Miami Beach, Florida. In addition, Mr.
Mendelson served as a Trustee of Columbia University in The City of New York
from 1995 to 2001, as well as Chairman of the Trustees' Audit Committee. Mr.
Mendelson currently serves as Trustee Emeritus of Columbia University. Mr.
Mendelson is a Certified Public Accountant. Laurans A. Mendelson is the father
of Eric Mendelson and Victor Mendelson. Laurans Mendelson is considered an
"inside" director under New York Stock Exchange rules.

Victor H. Mendelson has been associated with the Company since 1990,
serving in various capacities. Mr. Mendelson has served as Executive Vice
President of the Company since 2001, President and Chief Executive Officer of
HEICO Electronic Technologies Corp., a subsidiary of HEICO, since September
1996. He served as General Counsel of the Company from 1993 to September 2008
and Vice President of the Company from 1996 to 2001. In addition, Mr. Mendelson
was the Chief Operating Officer of the Company's former MediTek Health Corp.
subsidiary from 1995 until its profitable sale in 1996. Mr. Mendelson is a
co-founder, and, since 1987, has been President of Mendelson International
Corporation, a private investment company which is a shareholder of HEICO. He is
a member of the Board of Visitors of Columbia College in New York City, a
Trustee of St. Thomas University in Miami Gardens, Florida and a Director of the
Florida Grand Opera. Victor Mendelson is the son of Laurans Mendelson and the
brother of Eric Mendelson. Victor Mendelson is considered an "inside" director
under New York Stock Exchange rules.

Albert Morrison, Jr. is Chairman Emeritus of Morrison, Brown, Argiz &
Farra, LLP a certified public accounting firm located in Miami, Florida, where
he served as Chairman from 1971 to January 2003. He serves as the Chairman of
the Miami-Dade County Industrial Development Authority. Mr. Morrison also serves
as a director of Logic Devices, Inc., a computer electronics company, and as a
member of the Board of Directors of the Florida International University
Foundation. Mr. Morrison is considered an "independent" Director under New York
Stock Exchange rules.

Dr. Alan Schriesheim is retired from the Argonne National Laboratory,
where he served as Director from 1984 to 1996. From 1983 to 1984, he served as
Senior Deputy Director and Chief Operating Officer of Argonne. From 1956 to
1983, Dr. Schriesheim served in a number of capacities with Exxon Corporation in
research and administration, including positions as General Manager of the
Engineering Technology Department for Exxon Research and Engineering Co. and
Director of Exxon's Corporate Research Laboratories. Dr. Schriesheim is also a
member of the Board of the Children's Memorial Hospital of Chicago, Illinois.
Dr. Schriesheim is considered an "independent" Director under New York Stock
Exchange rules.

Frank J. Schwitter has been engaged principally as a consultant for law
and accounting firms since 1998. From 1996 to 1998, Mr. Schwitter served as
Senior Business Advisor and Technical Consultant to Prasetio Utomo & Co. in
Indonesia. Prior to 1996, Mr. Schwitter served 38 years with Arthur Andersen
LLP, where he was a partner and the Managing Director of the Firm's
International Business Program from 1982 to 1996. Mr. Schwitter also served as
an officer and director of a number of business organizations including the
Foreign Policy Association, the Business Council for International
Understanding, Council of the Americas, the Long Island Association of Business
and the Huntington Chamber of Commerce. From 1998 to 2003, Mr. Schwitter served
on the Technical Standards Committee of the American Institute of Certified
Public Accountants ("AICPA") and he remains a member of the AICPA. Mr. Schwitter
is a Certified Public Accountant in New York State. Mr. Schwitter is considered
an "independent" Director under New York Stock Exchange rules.

Corporate Governance, Board Committees and Meetings

During the fiscal year ended October 31, 2008, the Board of Directors
held four meetings. The Board of Directors has determined that Mr. Higginbottom,
Mr. Hildebrandt, Mr. Mayrhuber, Mr. Morrison, Dr. Schriesheim, Mr. Schwitter and
former director Joseph Pallot have met the standards of independence as set
forth in the Company's Corporate Governance Guidelines, which are consistent
with the standards established by the New York Stock Exchange.

The full Board of Directors discussed and reviewed whether each Director
was "independent" under New York Stock Exchange ("NYSE") rules. The Board of
Directors has used these rules to determine whether each Director is
independent. These rules state that a Director who has a "material" relationship
with the Company will be deemed an "inside" or "non-independent" Director. As
Laurans, Eric and Victor Mendelson are all employed in executive positions with
the Company, they are deemed "inside" or "non-independent" Directors.

As noted above, Mr. Mayrhuber is Chairman of the Executive Board and
Chief Executive Officer of Lufthansa. A Lufthansa subsidiary is a customer of
the Company's Flight Support Group and owns 20% of the Flight Support Group.
However, the Company's sales to Lufthansa and all of its subsidiaries
constituted less than 2% of Lufthansa's consolidated annual revenues, and, in
addition, neither Lufthansa nor Mr. Mayrhuber receive any remuneration from the
Company other than Mr. Mayrhuber's standard Directors fees paid to him for
service as a member of the Board of Directors of the Company. As a result, the
Board of Directors concluded that Mr. Mayrhuber is an "independent" Director
under NYSE rules.

As all other members of the Board and their employers lack material
relationships with the Company, they are deemed "independent" under NYSE rules.
The Board of Directors reviewed and confirmed these conclusions.

The Board of Directors has the following standing committees: an
Executive Committee, a Nominating and Corporate Governance Committee, a
Compensation Committee, a Finance/Audit Committee, an Environmental, Safety and
Health Committee, and a Stock Option Plan Committee. From time to time, special
committees for a limited purpose and duration may be established. Committee
member appointments to the standing committees are re-evaluated annually and
approved by the Board of Directors at its next regularly scheduled meeting that
follows the Annual Meeting of shareholders. Information regarding each of the
standing committees is as follows:

The Executive Committee has such powers as are delegated by the Board of
Directors, which may be exercised while the Board of Directors is not in
session, provided such powers are not in conflict with specific powers conferred
to other committees or are otherwise contrary to law. The Executive Committee
met one time in fiscal 2008 and its members consist of Mr. Laurans Mendelson
(Committee Chairman), Mr. Higginbottom, Mr. Mayrhuber and Dr. Schriesheim.

The Nominating and Corporate Governance Committee assists the Board of
Directors in identifying and recommending to the Board qualified individuals to
be nominated as director; makes recommendations concerning committee membership,
appointments and director compensation; periodically reviews and recommends to
the Board of Directors updates to the Company's Corporate Governance Guidelines;
assists the Board and the Company in interpreting and applying the Company's
Corporate Governance Guidelines and Code of Business Conduct; and oversees the
annual evaluation of management and of the Board of Directors. The Nominating
and Corporate Governance Committee met three times in fiscal 2008 and its
members consist of Mr. Higginbottom (Committee Chairman), Mr. Morrison and Dr.
Schriesheim. The Board of Directors has determined that each member of the
Compensation Committee is independent in accordance with the New York Stock
Exchange's listing standards.

Prior to nominating an existing director for re-election to the Board of
Directors, the Nominating and Corporate Governance Committee will consider the
existing director's independence, if required, skills, performance and meeting
attendance. The Nominating and Corporate Governance Committee will consider
candidates recommended by shareholders (see the caption "Shareholder Proposals
and Nominations" contained herein). In evaluating candidates for potential
director nomination, the Nominating and Corporate Governance Committee will
consider, among other things, candidates that are independent, if required; who
possess personal and professional integrity; have good business judgment,
relevant experience and skills; and who would be effective as a director in
conjunction with the full Board of Directors in collectively serving the
long-term interests of our shareholders. All candidates will be reviewed in the
same manner, regardless of the source of recommendation.

The Compensation Committee reviews and approves compensation of our
officers, key employees and directors. For further information on the
Compensation Committee's processes and procedures for consideration and
determination of executive compensation, see the Compensation Discussion and
Analysis below. In addition, the Compensation Committee reviews and discusses
with management the Compensation Discussion and Analysis and based on the review
and discussion, recommends its inclusion in the proxy statement. The
Compensation Committee met two times in fiscal 2008 and its members consist of
Mr. Higginbottom (Committee Chairman), Mr. Morrison and Dr. Schriesheim. The
Board of Directors has determined that each member of the Compensation Committee
is independent in accordance with the New York Stock Exchange's listing
standards. The report of the Compensation Committee regarding Compensation
Discussion and Analysis is contained herein.

The Finance/Audit Committee oversees the quality and integrity of our
accounting, auditing, internal control and financial reporting practices,
including the appointment, compensation, retention and oversight of the work of
our independent auditor. The Finance/Audit Committee also advises the Board of
Directors regarding transactions presenting a potential conflict of interest
between the Company and any member of the Board of Directors or any executive
officer. The Finance/Audit Committee met four times in fiscal 2008 and its
current members consist of Mr. Morrison (Committee Chairman), Mr. Higginbottom,
Mr. Hildebrandt, Dr. Schriesheim and Mr. Schwitter. Mr. Hildebrandt joined the
Finance/Audit Committee in September 2008 and replaced former director Joseph
Pallot, who resigned from the Board of Directors to become HEICO's General
Counsel. The Board of Directors has determined that each member of the
Finance/Audit Committee is "financially literate" and "independent" in
accordance with the New York Stock Exchange's listing standards and that Mr.
Morrison is an "audit committee financial expert", as defined by the Securities
and Exchange Commission. The annual report of the Finance/Audit Committee is
contained herein.

The Environmental, Safety and Health Committee meets with our senior
management and oversees compliance in all matters relating to federal and state
environmental, safety and health regulations. The Environmental, Safety and
Health Committee met three times in fiscal 2008 and its members consist of Dr.
Schriesheim (Committee Chairman), Mr. Mayrhuber, Mr. Eric Mendelson and Mr.
Victor Mendelson. The Environmental, Safety and Health Committee also visits our
operating locations on a periodic basis.

The Stock Option Plan Committee administers our stock option plans and
has authority to grant options, to determine the persons to whom and the times
at which options are granted, and to determine the terms and provisions of each
grant. The Stock Option Plan Committee did not meet in fiscal 2008 and its
members consist of Mr. Morrison (Committee Chairman) and Mr. Higginbottom.

The Nominating and Corporate Governance Committee, Compensation Committee
and the Finance/Audit Committee are governed by written charters relating to
corporate governance matters. All Board of Directors Committee Charters,
Corporate Governance Guidelines, as well as HEICO's Code of Ethics and Business
Conduct are located on HEICO's web site at www.heico.com or in print upon
written request to the Corporate Secretary at the Company's headquarters.

Each of the directors attended 75% or more of the meetings of the Board
of Directors and committees on which they served in fiscal 2008. We do not have
a formal policy regarding attendance by members of the Board of Directors at the
Annual Meeting of shareholders, but we encourage directors to attend and
historically, most have done so. All of the then nine members of the Board of
Directors attended the 2008 Annual Meeting of Shareholders.

The independent directors meet at least once per year in an executive
session. The independent directors elect a presiding director for each executive
session among the chairs of the committees of the Board on a rotating basis.

Compensation Committee Interlocks and Insider Participation

Mr. Higginbottom, Mr. Morrison and Dr. Schriesheim served as members of
the Compensation Committee during fiscal 2008. No member of the Compensation
Committee was an officer or employee of the Company during fiscal 2008 or was
formally an officer of the Company. During the year ended October 31, 2008, none
of HEICO's executive officers served on the board of directors or compensation
committee of any other entity whose directors or executive officers served
either on HEICO's Board of Directors or on HEICO's Compensation Committee.

Compensation of Directors

Directors of the Company receive an annual retainer of $100,000 and are
required to purchase shares of HEICO common stock equivalent to 55% of the
annual retainer ($55,000). The Company accrues 55% of each director's annual
retainer and periodically purchases HEICO common stock on behalf of directors.

Directors are paid a fee of $2,000 for each regular Board of Directors
meeting attended and members of committees of the Board of Directors are paid a
$7,500 annual retainer for each committee served and $1,200 for attendance at
each committee meeting or site visit. In addition, committee chairmen are paid
an annual retainer of $2,500 for each committee chaired.

The Directors' Retirement Plan, which was adopted in 1991 in order to
facilitate Director retirements and covered the then current directors of the
Company, was amended as of November 2003 to effectively freeze vested benefits.
Four of the current nine Directors are covered under the Directors' Retirement
Plan and each will receive annually the average retainer (or $19,000, under the
amended terms of the plan) such Director was paid during his service as a member
of the Board of Directors payable in quarterly installments. At the election of
such Director, these quarterly payments begin either at age 70 or upon
retirement from the Board of Directors and continue for the same period of time
that the participant served on the Board of Directors, not to exceed ten years.
During fiscal 2008, $23,000 was accrued pursuant to the Directors' Retirement
Plan, while amounts totaling $56,000 were paid, including $18,000 to a retired
director.

Director Compensation Table

The table below summarizes the compensation paid to our non-employee
directors during fiscal 2008.

Nonqualified
Deferred
Fees Earned or Option Compensation All Other
Name Paid in Cash Awards(1) Earnings Compensation(2) Total
----------------------- -------------- --------- ------------ --------------- --------

Samuel L. Higginbottom $153,125 $ -- $ -- $19,000 $172,125

Mark H. Hildebrandt 16,780 -- -- -- 16,780

Wolfgang Mayrhuber 118,425 -- -- -- 118,425

Albert Morrison, Jr. 144,425 -- -- -- 144,425

Joseph W. Pallot (3) 104,050 -- -- -- 104,050

Dr. Alan Schriesheim 157,825 -- -- 19,000 176,825

Frank J. Schwitter 110,925 -- -- -- 110,925

-----------------------

(1) No stock options were granted to any Directors in fiscal 2008. As of October
31, 2008, each of our non-employee directors held the following number of
options: Samuel L. Higginbottom held no options; Mark H. Hildebrandt held
no options; Wolfgang Mayrhuber held options for 30,000 shares of Common
Stock and 20,930 shares of Class A Common Stock; Albert Morrison Jr. held
options for 10,000 shares of Common Stock and 1,000 shares of Class A Common
Stock; Dr. Alan Schriesheim held options for 90,182 shares of Common Stock
and 95,795 shares of Class A Common Stock; and Frank J. Schwitter held no
options. The Company recognized no compensation costs in fiscal 2008 for
financial reporting purposes in accordance with Statement of Financial
Accounting Standards No. 123(R) for stock options granted to Directors prior
to fiscal 2008.

(2) Represents payments made from the Directors' Retirement Plan. The aggregate
value of perquisites and other personal benefits is less than $10,000 per
non-employee director.

(3) Mr. Pallot resigned from the Board of Directors in September 2008 to become
HEICO's General Counsel.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis should be read in
conjunction with the various compensation tables contained elsewhere in this
proxy statement. References to our "named executive officers" in this Analysis
are to the same persons set forth in the compensation tables.

Compensation Objectives

The Compensation Committee of the Board of Directors (the "Committee")
continues to believe that our compensation policies should accomplish the three
simple objectives listed below. The Committee believes that complicated
compensation approaches which seek to incentivise or disincentivise too many
different behaviors will create confusion and result in unintended consequences.
The Committee believes that focusing on clear and simple objectives will yield
the best results.

Our objectives are:

1. Compensate our executives fairly;
2. Motivate our executives to honestly and ethically grow our Company's
revenues, profits, cash flow and market capitalization over time, not
just in the short term; and
3. Retain our executives and have the ability to attract new ones as
needed.

Compensation Overview

The Committee members utilize what they believe is a common sense approach
to compensating people. Our approach is not based on applying theoretical or
academic compensation concerns, as the Committee does not believe it is possible
to formulate a scientific method of accomplishing the objectives set forth
above. All of the Committee members have, at various points in their careers,
managed businesses and people, and we rely very much on our collective judgment
gained in compensating people during our careers.

In applying our judgment to the Company's named executive officers, we
start by considering our interaction and observation of the executives over a
nearly 20 year period. During the time commencing in 1990 when the current
management team took over the Company's operations through now, our sales have
grown from $26,239,000 in fiscal 1990 to $582,347,000 in fiscal 2008 and our net
income from continuing operations has grown from $1,961,000 to $48,511,000 in
fiscal 2008. As we noted in last year's Compensation Discussion & Analysis, with
the exception of the two years following the September 11, 2001 attacks wherein
the commercial aviation industry went into an immediate and substantial decline,
or periods in which we sold operating businesses for a profit, our sales and
income have consistently grown so that our compound annual rate of growth in
sales and net income have equaled 19% and 20%, respectively, since 1990. We also
note that, during this time, our shareholders have benefited significantly, with
a $100,000 investment in HEICO at the time current management took over
operation of the business becoming worth $2,662,000 on December 31, 2008.

We have gotten to know well the named executive officers during this period
of time and have established confidence in their loyalty to the company,
knowledge of our industry and business acumen. We are comfortable that our named
executive officers act, and have acted, in the company's best interests and that
they have struck an appropriate balance between both short and long term
objectives, as seen in the company's results. HEICO's management has, despite
frequent urging over the years by third parties, maintained a conservative
balance sheet which has proven essential during the current economic
environment. Management could have focused on immediate gratification through
large acquisitions and leverage, but instead they were very careful to take more
moderate steps to grow the company. As we see the often disastrous consequences
of companies that did not follow this conservative approach, we believe our
compensation methods have proven successful.

It is against the backdrop of these facts that we make our compensation
decisions and in which we have established mutual trust with our named executive
officers. As part of that relationship, the Committee believes it crucial that
the executive officers feel they are being rewarded and recognized for their
efforts along with their

contributions to our Company's growth. Historically, during weaker economic
times, our named executive officers have requested that they not receive salary
increases or bonuses, which has strengthened our trust in them. We feel that
rewarding them in good times helps demonstrate our appreciation for their
loyalty to the Company's needs.

The Committee's views continue to be influenced by factors beyond
historical performance, such as: the fact that current management has held a
significant stake in HEICO for many years; other business opportunities
available to our executives; amounts and types of compensation which other
companies pay to their executives; general economic conditions; and the
complexity and risk of the executives' current jobs. We also note that
management has remained with us for a long period of time during which the
Company has achieved excellent operating results as set forth in our financial
statements, which continues to lead us to the conclusion that our compensation
policies are meeting the objectives listed above and are appropriate.

Elements of Compensation

The Committee breaks executive compensation into the following 4 primary
categories:

1. Base Salary;
2. Cash Bonus;
3. Stock Options; and
4. Retirement-related/Long-term Compensation.

Further, we believe it is appropriate to allow executives certain modest
perquisites as discussed below.

Determining Compensation Levels

The Committee has consistently utilized independent, third-party
consultants to help us benchmark our compensation views against other companies.
Our principal benchmark analysis of executive base salaries and bonuses was
assisted by Steven Hall & Partners and was based upon compensation paid to
executives at other public companies with some important characteristics which
are similar to ours. Twenty-two companies were used for the benchmarks that have
similar revenues, market capitalizations, profits or industries to ours, and
were selected by the consultants with input from management. The companies used
in the benchmark analyses were: AAR Corp., Analogic Corp., Argon ST, Inc.,
Barnes Group, Inc., BE Aerospace, Inc., Ceradyne, Inc., Comtech Telecom Corp.,
Cubic Corp., Ducommun, Inc., EnPro Industries, Inc., ESCO Technologies, Inc.,
Esterline Technologies Corp., FLIR Systems, Inc., Franklin Electric Co., Inc.,
Kaydon Corp., Ladish Co., Inc., Moog, Inc., Teledyne Technologies, Inc.,
TransDigm Group, Inc., Triumph Group, Inc., Viasat, Inc. and Woodward Governor
Co.

Clark Consulting provided the Committee with advice regarding the HEICO
Corporation Leadership Compensation Plan (which is further discussed below).
Fulcrum Partners provided the Committee with advice on benefits policies
generally and conducts actuarial studies for certain benefit plan contributions.
All of the consultants retained by the Committee are independent and provide no
other services to HEICO.

The Committee does not believe that benchmark studies are the only or even
the definitive determinants in establishing compensation. We do believe that
benchmarks are useful as a partial fairness test for our compensation levels and
to evaluate whether our compensation notions are at least somewhat comparable to
those of other companies. Significantly, we are mindful of the fact that most
benchmarking studies relate to a company's size, not necessarily its
profitability or profit margins. HEICO's management has historically focused on
our profitability, cash flow and market capitalization in the belief that these
are ultimately the items that drive shareholder wealth, rather than the size of
our company in terms of revenues or employees relative to other firms. If we
were to exclusively follow benchmarks studies, we would pay our executives not
for the company's income but principally for its revenue and staff size; we
believe that would be flawed because it would not incentivize our management to
focus on the factors which we and they believe to be important. When we consider
the benchmark data, we believe that our executive management team should be
compensated in the higher percentile of companies reviewed. The Committee
continues to reserve the discretion to ignore or interpret the benchmark data in
our judgment.

Base Salary

The Committee determines base salary by considering historical pay levels,
the benchmark analyses previously discussed, the need to offer our executives a
base salary competitive with other income generating opportunities which they
might have, and the growth in our sales, income and cash flow. The named
executive officers receive base salary increases commensurate with our
historical practices and to levels which we believe are supported by our size,
the complexity of our operations and what we believe the executives could
readily earn as base salary from other activities. We also take into account
other elements of compensation which the Company does not offer to our
executives and the compensation elements we do offer which are discussed below
(e.g., bonus and retirement/long-term compensations amounts).

Bonus

Consistent with past practices, our executive officers presented to the
Board of Directors at the outset of fiscal 2008 a financial budget for the year.
As has become customary, the budget contained a significant target increase in
sales and income for the Company. Based upon the Committee members' judgment, we
believe that executives' bonuses for meeting our targeted budget should
approximate 100% of their base salary. We believe that these bonuses should be
scaled somewhat to allow for the possibility of exceeding targets and for
falling modestly short of the target. Further, our goal is to provide incentives
to management to meet both short and long term objectives, to be competitive
with other income generating opportunities our executives might have, and to
treat the executives fairly at all times. Historically, our executive officers
have requested that they receive no bonuses in periods where our financial
performance failed to meet budgeted goals, even if we grew significantly during
the relevant period.

Pursuant to our incentive plan which complies with Section 162(m) of the
Internal Revenue Code (the "Code") previously approved by our shareholders, the
Committee in January 2008 established a minimum and maximum target bonus level
for each of the named executives for fiscal 2008. Our net income target for
fiscal 2008 was $48,000,000, which would reflect a 23% increase over fiscal 2007
net income. Recognizing that any increase in net income deserves recognition,
but that lower than targeted net income deserves less than the full targeted
bonus, the Committee allowed for reduction of the bonus from target by 2.5% for
every percent that net income was below the target. Conversely, if net income
were greater than targeted, the executives' bonuses could be increased by 2.5%
for every percentage point increase in actual net income above the targeted
amount.

As our net income was $48,511,000 versus targeted net income of
$48,000,000, our net income exceeded the targeted amount by $511,000, which is
1.1% in excess of the targets. Accordingly, the bonuses set forth in the
compensation tables in this proxy statement that were paid to the executive
officers were consistent with the targets adopted by the Committee upon the
commencement of the fiscal year. The targets were not changed during the year.

Among the other factors which the Committee reviews and considers before
setting targets are benchmark and other data provided by the compensation
consultants. The Committee believes that 23% growth in net income was a
difficult objective to achieve and, therefore, we concluded that the bonus
payments were warranted. We also note that numerous other management-level
employees at HEICO are offered bonus opportunities equal to 100% or more of
their base salary if their operations meet certain targets.

Retirement-related/Long-term Compensation

Since 1986, HEICO has offered a 401(k) Plan to nearly all of our employees,
including our executive officers. As of October 31, 2008, over 2,000 current and
former employees participated in our 401(k) Plan. Under this plan, which is
available to all eligible employees, including both non-executives and executive
employees, our employees may elect to defer a portion of their cash compensation
into an account within the Plan, which amount is then matched at a certain rate
by HEICO in cash or HEICO shares. Based upon a recommendation by management, the
Committee approves the matching rate for each of our subsidiaries and the full
Board ratifies that rate. As has been the case in past years, in 2008 Federal
tax laws limited the permitted benefits to our named executive officers in the
plan to a matching rate that was actually less than most of our other employees.
Accordingly, our executive

officers were not able to receive the maximum possible percentage benefits
available to many other employees under the plan.

As we discussed in last year's Compensation Discussion and Analysis, the
Board approved the HEICO Corporation Leadership Compensation Plan (the "LCP")
which is qualified under Section 409A of the Internal Revenue Code.

The LCP is available to more than 100 HEICO employees. It provides that the
participating employees may contribute a portion of their compensation to the
LCP and that HEICO will match those contributions at a specified fraction of the
employee's contribution. The matching rate is established by the Committee and
ratified by the Board of Directors. In addition, the Committee and Board retain
discretion to contribute additional amounts to each participant's account in the
LCP.

The Committee believes that its executive officers should generate
sufficient retirement funds to ensure that they are not focused on alternative
businesses activities to supplement their incomes. The Committee also wants
HEICO to remain competitive with compensation offered by other employers and it
wishes to demonstrate good faith to our executive officers by proactively
offering the officers benefits, which are typical in the industry or common
among benchmarked companies, before they have to ask for the benefits
themselves. We believe this fosters an environment of trust between the Board of
Directors and the executive officers.

As was the case in fiscal 2007, in fiscal 2008 we made the contributions
set forth in the compensation tables corresponding to the named executive
officers in an effort to "catch up" for retirement benefits not offered to them
prior to fiscal 2007. The recommendations from our compensation consultants
utilized in part to determine benefits levels were based on the years of service
by the executives to HEICO, their ages and their statistically estimated
proximity to retirement. Based upon the recommendations of the Committee's
compensation consultants, the contributions to the accounts of Laurans A.
Mendelson and Thomas S. Irwin were substantially larger than those paid to the
other named executive officers.

Perquisites

For more than 20 years we have offered either automobiles or automobile
allowances to our executive officers, and certain other executives who utilize
their automobiles, at least in part, for company business. To the extent that
they use the automobiles for non-company business, they receive a personal
benefit. In addition, we pay for life insurance for some of our executive
officers consistent with past practices. Under our Aircraft Utilization Policy,
executive officers who utilize corporate aircraft for an exclusively personal,
non-company business use pay the incremental direct hourly operating charges for
that use unless otherwise prohibited by law. The Aircraft Utilization Policy
allows executive officers to bring family and others on business and other
flights aboard corporate aircraft. In fiscal 2008, executive officers who
utilized corporate aircraft for exclusively personal purposes in which no
Company business was involved paid the incremental direct hourly operating costs
(including fuel surcharges, landing fees, segments fees and federal excise
taxes) directly to the aircraft operator for such use.

The Committee's benchmarking analyses and own experience have led the
Committee to conclude these types and amounts of perquisites to be appropriate
and customary for executive officers with many other companies.

Stock Options

No stock options were awarded to any of our executive officers since 2003.
Throughout the 1990s and until 2003, we regularly awarded stock options to our
employees, including the named executive officers. The Committee believed and
still believes that stock option awards align the shareholders' and option
holders' interests because option-holders receive no gain from their options
unless shareholders benefit from an increase in HEICO share prices.

Since 1990, the combined value of our classes of common stock increased by
2,562%, or approximately 20% per annum, through December 31, 2008, so that our
executives who received stock options during that period gained wealth, while
our shareholders also gained wealth. The Committee did not offer stock options
in the past five years due to governmentally-mandated accounting treatment
changes for stock options and in recognition of the fact that our executive
officers had previously received stock option grants. However, as we mentioned
in last year's Compensation Discussion and Analysis, the Committee remains
concerned that it has not replaced stock options compensation as a significant
long term incentive attribute and an alignment mechanism for shareholders and
management.

Management Involvement

The Committee requested that our Chief Financial Officer and our Chief
Executive Officer work with our compensation consultants to verify benchmarks on
other companies' practices and, where appropriate, provide updated suggestions
for compensation methods. To this extent, the Committee relied on the
independent compensation consultants and management to finalize the benchmark
indexes and to exchange information. That information is then provided to the
Committee, which studies and analyzes it. The Committee directs the involved
management to provide further information as the Committee deems appropriate.
The Committee retains all discretion over compensation of the Company's
executive officers.

Other Compensation Issues

As noted at the outset of this report, the Committee believes that it
should apply its own judgment and sense of fairness in setting compensation
levels; thus it does not believe the use of set formulas to allocate between
long-term and currently paid out compensation are wise. The Committee believes
the same applies to the breakdown between cash and non-cash compensation, as we
wish to maintain flexibility to incentivize and recognize management based on
our qualitative assessment of their interactions with us and other shareholders.

The Committee evaluates many items of corporate performance in setting its
policies and making compensation decisions. Among these are changes in revenues,
operating income, and cash flow from operating activities as defined by
generally accepted accounting principals, whether the Company met both
quantitative and qualitative goals, management's efforts, management's work
ethic, management's adherence to corporate policies, management's ethical
conduct, our reputation with various stake holders, the difficulty in managing
the business, our historical performance, whether failure to meet any goals was
the result of completely externals factors or management errors, and other
considerations. In view of the Company's success in fiscal 2008 during a
difficult economic time and with the benefit of having observed the executives,
we believe that the above-referenced items were favorably impacted by the
executives. This played a role in the Committee's compensation decisions.

Importantly, however, we do not exclusively consider each executive
officer's contribution to our performance and attempt to break out a value for
it. We want to encourage all of our executive officers to work together as a
team and to discourage them from considering their contributions individually.
Accordingly, we compensate all of our Executive Vice Presidents at the same
level and our Chief Executive Officer at roughly double the rate of the
Executive Vice Presidents. We do not specifically analyze the relationship
between compensation of our executive officers and other employees (which is
sometimes referred to as "pay equity" analyses). Given that we have not had to
restate results for which prior compensation decisions have been made, we do not
have policies regarding the adjustment or recovery thereof. In the event that
such a situation does arise, the Committee will address it as it determines
appropriate at that time. The Committee does not separately consider how much
compensation amounts are realizable from prior compensation; however, those are
factors which the Committee views in the total mix of information when setting
compensation. The Committee also considers the impact of our accounting policies
on our overall performance in both cash utilization and accounting terms.

We do not require our named executive officers to own specific amounts of
HEICO equity securities, but the Committee does take into consideration in the
total mix of information the fact that our executive officers hold and have held
significant amounts of our equity securities. In addition our policies direct
that, over time, members of HEICO's Board should purchase HEICO shares
equivalent to 55% of their annual Board retainer. Three of our named executive
officers are members of our Board and all of them have followed that policy. The
Committee views ownership of HEICO shares as a commitment to the Company and
believes that it should be encouraged.

Executive officers who also serve on the Company's Board receive
compensation for their services as Directors commensurate with the independent
Directors. We believe that this policy, which has been in place for nearly 20
years, is appropriate given the risks and efforts attendant with service on the
Board of Directors.

Change of Control Payments

The only change of control arrangement we have is a contract entered into
in 1988 with Thomas S. Irwin, our Executive Vice President and Chief Financial
Officer, whereby, upon a change control (as defined in that agreement), he would
receive a lump sum, severance payment equal to two years' compensation if he is
terminated within three years after a change of control. Based on his fiscal
2008 compensation, Mr. Irwin would be eligible to receive $2,029,863 under this
agreement. The Committee believes that it would be advisable for the Company to
enter into agreements containing non-competition clauses for the named executive
officers in the event of a change of control of HEICO. This would facilitate a
change of control by reducing the risk of competition for a potential acquirer.
The executive officers have not been willing to enter into such agreements, but
the Committee intends to review the issue with them periodically. In addition,
under the LCP, Laurans Mendelson and Thomas Irwin are due to receive lump sum
payments of their previously accrued benefits to the LCP upon a change of
control. For Laurans Mendelson, the payment would be $4,400,000, and for Thomas
Irwin, the payment would be $3,200,000. Accordingly, based upon fiscal 2008
compensation levels, the aggregate of all change of control payments to the
named executive officers would be $9,629,863. Of this amount, $3,400,000 has
already been accrued and charged against the Company's earnings and is accrued
on our balance sheet for payment at a later date.

The preceding report of the Compensation Committee does not constitute
soliciting materials and should not be deemed filed or incorporated by reference
into any filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent we specifically
incorporate the report by reference in any such filing.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the
Compensation Discussion and Analysis required by item 402(b) of Regulation S-K.
Based on our review and discussions, the Compensation Committee recommended to
the Board of Directors that the Compensation Discussion and Analysis be
including in the Proxy Statement and be incorporated by reference into the
Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2008.

Respectfully submitted by the Compensation Committee of the Company's Board of
Directors: Samuel L. Higginbottom (Chairman), Albert Morrison, Jr. and Dr. Alan
Schriesheim.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides the compensation earned by the Company's Chief
Executive Officer, Chief Financial Officer and each of the three other most
highly compensated executive officers of the Company or its subsidiaries
(collectively, the "Named Executive Officers") during fiscal 2008 and 2007:

Non-qualified
Non-Equity Deferred
Fiscal Option Incentive Plan Compensation All Other
Name and Principal Position Year Salary(1) Bonus(1) Awards(2) Compensation(3) Earnings Compensation(4) Total
---------------------------- ------ --------- -------- --------- --------------- ------------- --------------- ----------

Laurans A. Mendelson 2008 $907,049 $ -- $ -- $990,683 $ -- $777,058 $2,674,790
Chairman of the Board, 2007 826,385 -- -- 968,625 -- 702,881 2,497,891
President and Chief Executive
Officer

Thomas S. Irwin 2008 471,967 -- 17,937 513,307 -- 538,848 1,542,059
Executive Vice President 2007 430,385 -- 47,492 503,685 -- 468,033 1,449,595
and Chief Financial Officer

Eric A. Mendelson 2008 471,967 -- 46,807 513,307 -- 461,026 1,493,107
President - Flight Support Group; 2007 430,385 -- 123,927 503,685 -- 407,564 1,465,561
President and Chief Executive
Officer of HEICO Aerospace Holdings
Corp.

Victor H. Mendelson 2008 471,967 -- 46,807 513,307 -- 456,338 1,488,419
President - Electronic Technologies 2007 430,385 -- 123,927 503,685 -- 401,780 1,459,777
Group; President and Chief
Executive Officer of HEICO
Electronic Technologies Corp.

William S. Harlow 2008 198,402 185,000 -- -- -- 15,573 398,975
Vice President, Corporate 2007 185,000 185,000 -- -- -- 13,733 383,733
Development

-----------------------

(1) Salary and bonus amounts include amounts deferred by the Named Executive
Officers pursuant to the HEICO Corporation Leadership Compensation Plan, a
non-qualified deferred compensation plan available to selected executives.
For more information on this plan, see "Non-qualified Deferred
Compensation," which follows below within this Executive Compensation
section.

(2) No stock options were granted in fiscal 2008 and 2007. Amounts stated
reflect the dollar amount of stock option awards recognized for financial
statement reporting purposes for the respective year in accordance with
Statement of Financial Accounting Standards No. 123(R) for options granted
during fiscal 2003, which completed vesting in fiscal 2008. For the
assumptions used in valuing these awards for purposes of computing this
expense, see Note 8, Stock Options, of the Notes to Consolidated Financial
Statements in HEICO's Annual Report on Form 10-K for the fiscal year ended
October 31, 2005.

(3) Consists of payments made under the HEICO Corporation 2007 Incentive
Compensation Plan as described within "Grants of Plan-Based Awards," which
follows below within this Executive Compensation section.

(4) See the following table entitled "All Other Compensation" for an itemized
disclosure of this element of compensation.

All Other Compensation
---------------------------------------------------------------------------------------------------------
Company
Contributions
Company to HEICO
Contributions to Corporation
HEICO Savings Leadership
and Investment Compensation
Plan(2) Plan(3) Perquisites
(a defined (a deferred Use of and Other
Fiscal Director Insurance contribution compensation Company Personal
Name Year Fees Benefits(1) retirement plan) plan) Car(4) Benefits(5) Total
-------------------- ------ -------- ----------- ---------------- ------------- ------- ----------- --------

Laurans A. Mendelson 2008 $109,825 $42,477 $11,400 $610,182 $3,174 $ -- $777,058
2007 99,564 38,405 11,150 547,936 5,826 -- 702,881

Thomas S. Irwin 2008 -- 102,511 11,400 420,143 4,794 -- 538,848
2007 -- 74,267 11,150 377,527 5,089 -- 468,033

Eric A. Mendelson 2008 109,725 23,090 11,400 310,143 6,668 -- 461,026
2007 99,064 16,250 11,150 273,822 7,278 -- 407,564

Victor H. Mendelson 2008 110,925 21,690 11,400 310,143 2,180 -- 456,338
2007 99,064 14,850 11,150 273,773 2,943 -- 401,780

William S. Harlow 2008 -- -- 9,625 5,948 -- -- 15,573
2007 -- -- 8,396 5,337 -- -- 13,733

-----------------------

(1) Annual life and medical insurance premiums paid by the Company.

(2) Participation in the HEICO Savings and Investment Plan is available to
substantially all employees of the Company.

(3) For more information on the HEICO Corporation Leadership Compensation Plan,
see "Non-qualified Deferred Compensation," which follows below within this
Executive Compensation section.

(4) Personal use of Company's vehicle provided to the Named Executive Officers.
The Company reports the personal use of such vehicles as part of each Named
Executive Officer's compensation.

(5) Our Named Executive Officers personally use the Company's facilities, and
from time to time, use tickets for sporting and entertainment events for
personal purposes, and receive occasional secretarial support with respect
to personal matters. These perquisites and other personal benefits in
aggregate, however, do not exceed $10,000 for any of the Named Executive
Officers.

Grants of Plan-Based Awards

The HEICO Corporation 2007 Incentive Compensation Plan ("Incentive Plan")
was approved by the Board of Directors and the shareholders of the Company in
fiscal 2007. The Incentive Plan authorizes the Compensation Committee of the
Board of Directors to select participants, designate performance periods,
authorize performance awards that may be earned by achievement of performance
goals during the performance periods, and set the other terms of performance
awards. The following table summarizes certain information with respect to
grants of awards to the Named Executive Officers of the Company under our
non-equity incentive plans and stock option plans for fiscal 2008.

Payouts Under Non-Equity Incentive Plan Awards for
Performance at Specified Levels(1)
-----------------------------------------------------
Name Threshold Target Maximum Earned
-------------------- --------- -------- ---------- --------

Laurans A. Mendelson $482,500 $965,000 $1,447,500 $990,683

Thomas S. Irwin 250,000 500,000 750,000 513,307

Eric A. Mendelson 250,000 500,000 750,000 513,307

Victor H. Mendelson 250,000 500,000 750,000 513,307

-----------------------

(1) These values represent the threshold, target, maximum and actual earned
payouts under the Incentive Plan. The actual earned bonus awards under the
Incentive Plan were paid at 102.7% of the targeted levels and in accordance
with the Incentive Plan because the Company exceeded its targeted net
income. Please refer to the "Bonus" section of the Compensation Discussion
and Analysis for further information about the Incentive Plan.

Outstanding Equity Awards at Fiscal 2008 Year-End

Option awards are generally subject to a vesting schedule that provide for
the vesting at the rate of 20% per year over the first five years following
grant. The following table summarizes information regarding equity-based awards
held by our Named Executive Officers as of October 31, 2008.

Number of Securities
Underlying Unexercised Options Option Option
Share ---------------------------------- Exercise Expiration
Name Class(1) Exercisable Unexercisable Price Date
------------------------ ---------- ---------------- ---------------- ---------- ------------

Laurans A. Mendelson -- -- -- -- --

Thomas S. Irwin C 14,000 -- $12.12 12/17/2009
C 80,000 -- $14.13 6/11/2011
C 45,000 -- $11.73 6/17/2012
C 5,000 -- $11.62 6/17/2012
C 14,266 -- $7.88 3/17/2013
C 30,734 -- $7.82 3/17/2013
CA 4,634 -- $12.12 12/17/2009
CA 16,800 -- $14.13 6/11/2011
CA 4,500 -- $11.73 6/17/2012
CA 500 -- $11.62 6/17/2012
CA 4,960 -- $5.50 3/17/2013
CA 540 -- $5.60 3/17/2013
CA 3,073 -- $7.82 3/17/2013
CA 1,427 -- $7.88 3/17/2013

Eric A. Mendelson C 14,000 -- $12.12 12/17/2009
C 135,000 -- $14.13 6/11/2011
C 45,000 -- $11.73 6/17/2012
C 5,000 -- $11.62 6/17/2012
C 70,000 -- $7.88 3/17/2013
C 47,500 -- $7.82 3/17/2013
CA 4,634 -- $12.12 12/17/2009
CA 28,350 -- $14.13 6/11/2011
CA 4,500 -- $11.73 6/17/2012
CA 500 -- $11.62 6/17/2012
CA 8,250 -- $5.60 3/17/2013
CA 7,000 -- $7.88 3/17/2013
CA 4,750 -- $7.82 3/17/2013

Victor Mendelson C 14,000 -- $12.12 12/17/2009
C 135,000 -- $14.13 6/11/2011
C 45,000 -- $11.73 6/17/2012
C 5,000 -- $11.62 6/17/2012
C 70,000 -- $7.88 3/17/2013
C 47,500 -- $7.82 3/17/2013
CA 4,634 -- $12.12 12/17/2009
CA 28,350 -- $14.13 6/11/2011
CA 4,500 -- $11.73 6/17/2012
CA 500 -- $11.62 6/17/2012
CA 8,250 -- $5.60 3/17/2013
CA 7,000 -- $7.88 3/17/2013
CA 4,750 -- $7.82 3/17/2013

William S. Harlow -- -- -- -- --

-----------------------

(1) "C" denotes HEICO Common Stock and "CA" denotes HEICO Class A Common Stock.

Aggregate Option Exercises During Last Fiscal Year

None of the Named Executive Officers exercised stock options during fiscal
2008.

Non-qualified Deferred Compensation

The HEICO Corporation Leadership Compensation Plan ("LCP") was established
in fiscal 2006 and is a non-qualified deferred compensation plan that conforms
to Section 409A of the Internal Revenue Code. The LCP provides eligible
employees, officers, and directors of the Company the opportunity to voluntarily
defer base salary, bonus payments, commissions, long-term incentive awards and
directors fees, as applicable, on a pre-tax basis. The Company matches 50% of
the first 6% of base salary deferred by each participant. While the Company has
no obligation to do so, the LCP also provides the Company the opportunity to
make discretionary contributions to a participant's account. The discretionary
contributions generally vest over a four year period and are generally paid at
retirement.

The Company also sponsors another non-qualified deferred compensation plan
("DCP"), which was available to directors, officers and select employees, who
elected to defer a portion of their compensation through December 31, 2004.
Amounts deferred were immediately vested and invested in individually directed
investment accounts. Earnings on such investment accounts, which are maintained
by a trustee, accrue to the benefit of the individual, and are included in the
column entitled "Aggregate Earnings in Last Fiscal Year" in the table below.
The Company makes no contributions to this plan.

Aggregate
Executive Registrant Earnings Aggregate
Contributions Contributions (Losses) in Aggregate Balance at
in Last Fiscal in Last Fiscal Last Fiscal Withdrawals/ Last Fiscal
Name Plan Year Year(1) Year(2) Distributions Year End
-------------------- -------- -------------- --------------- ------------- ------------- ------------

Laurans A. Mendelson LCP $54,363 $610,182 ($800,787) $ -- $1,206,907
DCP -- -- (443,099) -- 2,066,370
-------------- --------------- ------------- ------------- ------------
Total 54,363 610,182 (1,243,886) -- 3,273,277

Thomas S. Irwin LCP 28,287 420,143 (356,919) -- 954,609
DCP -- -- (61,947) -- 471,898
-------------- --------------- ------------- ------------- ------------
Total 28,287 420,143 (418,866) -- 1,426,507

Eric A. Mendelson LCP 28,287 310,143 (218,967) -- 527,598

Victor H. Mendelson LCP 28,287 310,143 (165,583) -- 559,953

William S. Harlow LCP 169,147 5,948 (48,468) -- 326,127

-----------------------

(1) Includes discretionary contributions of $583,000, $406,000, $296,000 and
$296,000 to Laurans A. Mendelson, Thomas S. Irwin, Eric A. Mendelson, and
Victor H. Mendelson, respectively. Amounts also include matching
contributions of $27,182, $14,143, $14,143, $14,143 and $5,948 to Laurans A.
Mendelson, Thomas S. Irwin, Eric A. Mendelson, Victor H. Mendelson and
William S. Harlow, respectively. The aggregate of these contributions is
also reported in the column entitled "Company Contributions to HEICO
Corporation Leadership Compensation Plan" in the "All Other Compensation"
table which supplements the "Summary Compensation Table."

(2) These amounts are not "above-market" or "preferential earnings" and
therefore are not reported in the "Summary Compensation Table." The earnings
(losses) in the LCP for each executive officer reflect investment returns
that were generated from self-directed investments by the executive officers
of all amounts in the plan held for those executive officers, including
contributions by both the Company and the executive officers in the last
fiscal year and prior years. All earnings (losses) in the DCP for each
executive officer reflect investment returns on self-directed investments of
compensation deferred into the DCP by each executive officer in prior years.
The Company has never contributed to the DCP and no further deferrals may be
made by executive officers to the DCP.

Potential Payments Upon Termination Following a Change in Control

Thomas S. Irwin and the Company are parties to a key employment termination
agreement which provides lump sum, severance pay equal to two years compensation
and continuation of insurance benefits if this employee is terminated within
three years after a change of control of the Company (as defined in the key
employment termination agreement).

The following table presents payment information regarding termination with
cause, involuntary termination without cause, voluntary termination for good
reason, voluntary termination without good reason, and death or disability
within three years after such a change in control. The Company prepared the
table assuming these events occurred and the employment of Mr. Irwin with the
Company was terminated on the last day of fiscal year 2008, or October 31, 2008.
The various amounts listed in this table are estimates only. The actual amounts
to be paid can only be determined at the time of Mr. Irwin separation from the
Company.

Voluntary Voluntary
Involuntary Termination Termination
Termination Termination for Good without Good Death or
with Cause without Cause Reason Reason Disability
----------- ------------- ----------- ------------ ----------

Severance $ -- $1,824,841 $1,824,841 $ -- $ --
Insurance Benefits -- 205,022 205,022 -- --

Potential Payments and Benefits Upon a Change in Control

The following table presents estimated payments and benefits from the
Company to its Named Executive Officers ("NEO") if a change in control occurred
on October 31, 2008, the last day of fiscal 2008.

Laurans A. Thomas S. Eric A. Victor H. William S.
Mendelson Irwin Mendelson Mendelson Harlow
------------ ---------- --------- --------- ----------

Non-Equity Incentive Awards(1) $2,500,000 $1,700,000 $ -- $ -- $ --

-----------------------

(1) These amounts represent the estimated amounts which would be paid to its
NEO's to fully fund targeted retirement benefits under the Company's LCP for
those individuals who have reached retirement age pursuant to approval of
the Company's Board of Directors. The actual amounts to be paid upon a
change in control can only be determined at the time on a change in control.

The following report of the Finance/Audit Committee does not constitute
soliciting material and should not be deemed filed or incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent we specifically
incorporate the report by reference in any such filing.

FINANCE/AUDIT COMMITTEE REPORT

The Finance/Audit Committee (the "Audit Committee") of the Board of
Directors is composed entirely of five non-employee directors. The Board of
Directors has determined that each member of the Audit Committee is "financially
literate" and "independent" in accordance with the New York Stock Exchange's
listing standards and that Mr. Morrison is an "audit committee financial
expert," as defined by the Securities and Exchange Commission.

The purpose of the Audit Committee is to assist the Board of Directors in
fulfilling its responsibility for the oversight of the quality and integrity of
the accounting, auditing, internal control and financial reporting practices of
the Company and such other duties as directed by the Board of Directors. The
full responsibilities of the Audit Committee are set forth in its formal written
charter, which is available on HEICO's web site at www.heico.com.

Management is responsible for the Company's financial reporting process,
including establishing and maintaining its internal control over financial
reporting, and for the preparation of consolidated financial statements in
accordance with accounting principles generally accepted in the United States of
America. The Company's independent auditor, Deloitte & Touche LLP, is
responsible for auditing those financial statements and for expressing an
opinion as to whether those financial statements are, in all material respects,
presented fairly in conformity with accounting principles generally accepted in
the United States of America. Deloitte & Touche LLP is also responsible for
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting based on its audit. The Audit Committee is responsible
for monitoring and reviewing these processes, acting in an oversight capacity
relying on the information provided to it and on the representations made by
management and the independent auditor.

As part of fulfilling its responsibilities, the Audit Committee reviewed
and discussed with management the Company's audited financial statements as of
and for the year ended October 31, 2008 and discussed with Deloitte & Touche LLP
the matters required to be discussed by PCAOB Interim Auditing Standard AU
Section 380, "Communication with Audit Committees." The Audit Committee received
the written disclosures and the letter from Deloitte & Touche LLP required by
applicable requirements of the PCAOB regarding the independent accountant's
communications with the Audit Committee concerning independence. The Audit
Committee discussed and considered the independence of Deloitte & Touche LLP
with representatives of Deloitte & Touche LLP, reviewing as necessary all
relationships and services which might bear on the objectivity of Deloitte &
Touche LLP. Deloitte & Touche LLP was provided with full access to the Audit
Committee to meet privately and was encouraged to discuss any matter it desired
with the Audit Committee or the full Board of Directors.

Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the Company's audited
financial statements be included in its Annual Report on Form 10-K for the year
ended October 31, 2008, for filing with the Securities and Exchange Commission.

Respectfully Submitted by the Finance/Audit Committee of the Company's Board of
Directors: Albert Morrison, Jr. (Chairman), Samuel L. Higginbottom, Mark H.
Hildebrandt, Dr. Alan Schriesheim, and Frank J. Schwitter.

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal No. 2)

The Finance/Audit Committee has selected the firm of Deloitte & Touche LLP
as the Company's independent registered public accounting firm for the fiscal
year ending October 31, 2009. Deloitte & Touche LLP has served as our
independent registered public accounting firm since 1990.

Shareholder ratification of this selection is not required by our By-laws
or otherwise. However, the Finance/Audit Committee and full Board of Directors
are requesting that shareholders ratify this appointment as a means of
soliciting shareholders' opinions and as a matter of good corporate governance.
If the shareholders do not ratify the selection, the Finance/Audit Committee
will reconsider whether or not to retain Deloitte & Touche LLP. Even if the
selection is ratified, the Finance/Audit Committee, in its discretion, may
direct the appointment of a different independent registered public accounting
firm at any time during the year if it determines such change would be in the
best interests of the Company and its shareholders.

One or more representatives of Deloitte & Touche LLP are expected to be
present at the Annual Meeting on March 27, 2009. The representatives will have
the opportunity to make a statement, if they desire to do so, and will be
available to respond to appropriate questions from shareholders.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER
31, 2009.

Principal Accounting Firm Fees

The following table presents the aggregate fees billed to the Company by
Deloitte & Touche LLP during the fiscal years ended October 31, 2008 and 2007:

2008 2007
---------- ----------

Audit Fees(1) $1,695,000 $1,773,000
Audit-Related Fees(2) 33,000 31,000
Tax Fees(3) -- 11,000
All Other Fees -- 20,000
---------- ----------
Total Fees $1,728,000 $1,835,000
========== ==========

-----------------------

(1) Audit Fees consist of fees billed for services rendered for the annual audit
of our consolidated financial statements, the audit of the effectiveness of
our internal control over financial reporting, the review of condensed
consolidated financial statements included in our quarterly reports on Form
10-Q and services that are normally provided in connection with statutory
and regulatory filings or engagements.

(2) Audit-Related Fees consist of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of our
consolidated financial statements that are not reported under the caption
"Audit Fees." The category includes fees related to audit of the HEICO
Savings and Investment Plan.

(3) Tax Fees consist of fees billed for services rendered for tax compliance.

Pre-approval of Services Provided by the Independent Auditor

The Finance/Audit Committee has adopted a policy to pre-approve all audit
and permissible non-audit services provided by the independent auditor. The
Committee will consider annually and, if appropriate, approve the scope of the
audit services to be performed during the fiscal year as outlined in an
engagement letter proposed by the independent auditor. For permissible non-audit
services, management will submit to the Committee, at least annually, a list of
services and a corresponding budget estimate that it recommends the Committee
engage the independent auditor to provide. To facilitate the prompt handling of
certain unexpected matters, the Committee delegates to its Chairman the
authority to approve in advance all audit and non-audit services below $10,000
to be provided by the independent auditor if presented to the full Committee at
the next regularly scheduled meeting. The independent auditor and management
will routinely inform the Committee as to the extent of services provided by the
independent auditor in accordance with this pre-approval policy and the fees
incurred for the services performed to date.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain subsidiaries of Lufthansa, for which Mr. Mayrhuber serves as
Chairman of the Executive Board and Chief Executive Officer, are customers of
certain subsidiaries of the Company. Purchases made by such subsidiaries of
Lufthansa represented in excess of five percent, but less than 10%, of the
Company's consolidated gross revenues for the fiscal year ended October 31,
2008. The Company expects this customer relationship to continue in the current
fiscal year. The Company believes that the terms of its transactions with
Lufthansa are no less favorable to the Company than would have been obtained
from an unrelated party, and that Mr. Mayrhuber is not afforded any special
benefits as a result of the Company's transactions with Lufthansa. See page 9
for additional information about the Board of Directors' determination that Mr.
Mayrhuber is an independent director. The Financial/Audit Committee advises the
Board of Directors regarding potential transactions between the Company and any
of its directors or officers, and reviews them under a standard that the terms
of any such transaction should be no less favorable to the Company than would be
obtained from an unrelated party. The Finance/Audit Committee and the Board of
Directors have not adopted specific procedures for such reviews and consider
each transaction in light of the specific facts and circumstances presented.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of reports of ownership, reports of changes of
ownership and written representations under Section 16(a) of the Securities
Exchange Act of 1934, which were furnished to the Company during or with respect
to fiscal 2008 by persons who were, at any time during fiscal 2008, directors or
executive officers of the Company or beneficial owners of more than 10% of the
outstanding shares of Common Stock or Class A Common Stock, no such person
failed to file on a timely basis any report required by such section during
fiscal 2008.

SHAREHOLDER PROPOSALS AND NOMINATIONS

Any shareholder who wishes to present a proposal for action at our next
Annual Meeting of shareholders tentatively scheduled for March 26, 2010, or to
nominate a director candidate for our Board of Directors, must submit such
proposal or nomination in writing to the Corporate Secretary at HEICO
Corporation, 3000 Taft Street, Hollywood, Florida 33021. The proposal or
nomination should comply with the time period and information requirements as
set forth in our By-laws relating to shareholder business or shareholder
nominations, respectively. Shareholders interested in submitting a proposal for
inclusion in the Proxy Statement for the 2010 Annual Meeting of shareholders may
do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible
for inclusion, shareholder proposals must be received by our Corporate Secretary
at the herein above address no later than October 26, 2009.

COMMUNICATION WITH THE BOARD OF DIRECTORS

Any shareholder or other interested party of the Company who wishes to
communicate with the Board of Directors, a committee of the Board, the
non-management directors as a group, the Presiding Director or any individual
member of the Board, may send correspondence to the Corporate Secretary at HEICO
Corporation, 3000 Taft Street, Hollywood, Florida 33021. The Corporate Secretary
will compile and submit on a periodic basis all shareholder and other interested
parties' correspondence to the entire Board of Directors, or, if and as
designated in the communication, to a committee of the Board, the non-management
directors as a group, the Presiding Director or an individual Board member.

SHAREHOLDERS SHARING THE SAME ADDRESS

We have adopted a procedure called "householding" in accordance with rules
approved by the Securities and Exchange Commission. Under this procedure, a
single copy of the annual report and proxy statement will be sent to any
household at which two or more shareholders reside if they appear to be members
of the same family, unless one of the shareholders at that address notifies us
that they wish to receive individual copies. Shareholders who participate in
householding will continue to receive separate proxy cards. Householding will
not affect dividend mailings in any way. This procedure reduces our printing
costs and mailing fees.

If a single copy of the annual report and proxy statement was delivered to
an address that you share with another shareholder and you wish to receive a
separate copy of the 2008 annual report or this proxy statement, or if you do
not wish to participate in householding and prefer to receive separate copies of
future materials, or if you are sharing an address with another shareholder and
are receiving multiple copies of annual reports or proxy statements and would
like to request delivery of a single copy of annual reports or proxy statements,
please call us at (954) 987-4000 or write to the Corporate Secretary at HEICO
Corporation, 3000 Taft Street, Hollywood, Florida 33021.

GENERAL AND OTHER MATTERS

Neither HEICO nor the members of its Board of Directors intend to bring
before the Annual Meeting any matters other than those referred to in the
accompanying Notice of Annual Meeting of Shareholders. They have no present
knowledge that any other matters will be presented to be acted on pursuant to
your proxy. However, if any other matters properly come before the Annual
Meeting, the persons whose names appear in the enclosed form of proxy will have
the discretionary authority to vote the proxy in accordance with their judgment.

BY ORDER OF THE BOARD OF DIRECTORS,

Laurans A. Mendelson
Chairman of the Board, President
and Chief Executive Officer

HEICO CORPORATION
ANNUAL MEETING OF SHAREHOLDERS, MARCH 27, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of HEICO CORPORATION hereby appoints Laurans A.
Mendelson and Thomas S. Irwin, or either of them, the true and lawful attorney
or attorneys and proxy or proxies of the undersigned with full power of
substitution and revocation to each of them, to vote all the shares of stock
which the undersigned would be entitled to vote, if there personally present, at
the Annual Meeting of Shareholders of HEICO CORPORATION called to be held at the
Conrad Miami Hotel, Espirito Santo Plaza, 1395 Brickell Avenue, Miami, Florida,
33131 at 10:00 a.m. Eastern Daylight Time on March 27, 2009 (notice of such
meeting has been received), and at any adjournments thereof, with all powers
which the undersigned would possess if personally present. Without limiting the
generality of the foregoing, said attorneys and proxies are authorized to vote
as indicated below.

1. ELECTION OF DIRECTORS

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees listed
below

NOMINEES: 01 Samuel L. Higginbottom, 02 Mark H. Hildebrandt,
03 Wolfgang Mayrhuber, 04 Eric A. Mendelson,
05 Laurans A. Mendelson, 06 Victor H. Mendelson,
07 Albert Morrison, Jr., 08 Dr. Alan Schriesheim,
09 Frank J. Schwitter

INSTRUCTION: To withhold authority to vote for an individual nominee, write that
nominee's name in the space provided below.

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(Continued, and to be dated and signed on the reverse side)

2. RATIFICATION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, upon such other matters which may properly come
before the meeting or any adjournments

THIS PROXY WILL BE VOTED AS DIRECTED, BUT WHERE NO DIRECTION IS GIVEN, IT WILL
BE VOTED FOR THE ELECTION OF ALL DIRECTORS AND FOR PROPOSAL 2.

PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED, SO THAT
YOUR SHARES CAN BE VOTED AT THE MEETING.

Dated: , 2009
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Signature
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Signature if held jointly
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(Please sign exactly as name appears hereon. If Executor,
Trustee, etc., give full title. If Stock is held in the name
of more than one person, each should sign.)