SECOND AMENDMENT TO THE EXECUTIVE DEFERRED COMPENSATION AGREEMENT

Employee Benefits Plan Agreement

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PEMCO AVIATION GROUP INC | Ronald A. Aramini

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Title: SECOND AMENDMENT TO THE EXECUTIVE DEFERRED COMPENSATION AGREEMENT
Date: 1/4/2007
Industry: AIRDEF Sector: CAPGDS

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Exhibit 10.1

SECOND AMENDMENT TO THE

EXECUTIVE DEFERRED COMPENSATION AGREEMENT BETWEEN

PEMCO AVIATION GROUP, INC. AND RONALD A. ARAMINI

December 29, 2006

WHEREAS, Pemco Aviation Group, Inc. (the “Company”) and Ronald A. Aramini (the “Executive”) made and entered into an Executive Deferred Compensation Agreement as of May 3, 2002 (the “Agreement”);

WHEREAS, Section 4.03 of the Agreement provides that the Agreement may be amended by the Company at any time, provided that the Executive specifically has consented in writing to the amendment in advance of the effective date thereof;

WHEREAS, the Agreement previously was amended by the Executive and the Company effective as of May 16, 2003;

WHEREAS, the Company and Executive desire to reduce the Company’s financial obligations and thereby increase the Company’s capital;

WHEREAS, the Company and Executive desire to further amend the Agreement to eliminate Company’s obligation to make a calendar year lump sum contribution in cash to the Trustee after January 5, 2007; and

WHEREAS, the Executive has by signing below consented in advance in writing to the changes to be m