ETHICS, NOMINATING & GOVERNANCE COMMITTEE CHARTER
Aeroflex Incorporated

Purpose

The Ethics, Nominating & Governance Committee is appointed by the Board (1) to monitor compliance with the Company’s Employee Code of Business Conduct and Corporate Ethics Policy; (2) to review suggestions of candidates for director made by directors, stockholders, management and others; (3) to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (4) to recommend to the Board the Corporate Governance Guidelines applicable to the Company; (5) to lead the Board in its annual review of the Board's performance; and (6) to recommend to the Board director nominees for each committee.

Committee Membership

The Ethics, Nominating & Governance Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of Nasdaq.

The members of the Committee shall be appointed and replaced by the Board.

Committee Authority and Responsibilities

1.       The Committee shall monitor compliance with the Company’s Employee Code of Business Conduct and Corporate Ethics policy, as in effect from time to time.

2.       The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

3.       In the event of a vacancy, the Committee shall establish criteria for Board and committee membership and actively seek qualified individuals for recommendation to the Board.

4.       The Committee shall consider rotation of committee members, review candidates= qualifications and any potential conflicts with the Company=s interests, assess the contributions of current directors in connection with their renomination, and make recommendations to the Board.

5.       The Committee shall review the qualifications of any individual nominated to serve as a director of the Company by any director, any member of management or, in accordance with the provisions of the Company=s by-laws, any stockholder.

6.       The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.

7.       The Committee should assess the reporting channels through which the Board receives information, and the quality and timeliness of information received, so that the Board obtains information in a timely fashion.

8.       The Committee shall review and reassess the adequacy of the Employee Code of Business Conduct and Corporate Ethics Policy of the Company and recommend any proposed changes to the Board for approval.

9.       The Committee may form and delegate authority to subcommittees when appropriate.

10.    The Committee shall make regular reports to the Board.

11.    The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Ethics, Nominating & Governance Committee shall annually review its own performance.