Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 30, 2012, B/E Aerospace, Inc. (the "Company") entered into a death benefit agreement with Werner Lieberherr, its President and Chief Operating Officer. The Company also amended the existing death benefit agreements with Amin J Khoury, Chairman and Chief Executive Officer, and Thomas P. McCaffrey, Senior Vice President and Chief Financial Officer, to increase the amounts of the death benefits provided therein. The death benefit agreements provide for the payment of the death benefit to the executive's named beneficiary upon his death during or after his employment. Mr. Khoury is eligible for a $10 million death benefit, Mr. Lieberherr is eligible for a $5 million death benefit and Mr. McCaffrey is eligible for a $4 million death benefit. The Company has funded the death benefits with whole life insurance policies which will fund 100% of the Company's obligation upon the executive's death. The employment agreements with each of Messrs. Khoury, Lieberherr, and McCaffrey were also amended on November 30, 2012 to reflect the death benefit agreements. The material terms of these employment agreements have been previously disclosed in the Company's Proxy Statement, filed with the Securities and Exchange Commission on April 27, 2012.