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                                                                   Exhibit 10(f)

                                 EDO CORPORATION
                     NONQUALIFIED DEFERRED COMPENSATION PLAN

                         Effective as of January 1, 2004

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                                 EDO CORPORATION
                     NONQUALIFIED DEFERRED COMPENSATION PLAN


         This EDO Corporation Nonqualified Deferred Compensation Plan (the
"Plan") is adopted by EDO Corporation (the "Employer"), effective as of January
1, 2004. The Plan is intended to be an unfunded deferred compensation plan
maintained for a select group of management or highly-compensated employees and,
thus, is not subject to Title I, Subtitle B of Parts 2, 3 and 4 of the Employee
Retirement Income Security Act of 1974 ("ERISA").

                             ARTICLE 1: DEFINITIONS

         1.1 ACCOUNT means an account on the books of the Employer which
reflects the aggregate balances of the Participant's Compensation Deferrals
Account and Employer Contributions Account.

         1.2 CODE means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.


         1.3 COMPENSATION DEFERRALS AND COMPENSATION DEFERRALS ACCOUNT.
Compensation Deferrals means those amounts credited to a Participant's Account
in accordance with Section 3.1. A Participant's Compensation Deferrals Account
is an account on the books of the Employer to which is credited Compensation
Deferrals, adjusted for earnings and losses, as described below. Unless
otherwise designated, all references in the Plan to earnings and losses shall
refer to deemed earnings and losses, as described in Article 4.

         1.4 DISABILITY will be determined to exist if the Participant is
eligible for disability benefits under the Employer's long-term disability plan.
If the Participant is not covered by the Employer's long-term disability plan,
Disability will be determined to exist if the Participant is eligible for
disability benefits under the Social Security Act.

         1.5 EMPLOYER means EDO Corporation and its subsidiaries, successors and
assigns unless otherwise herein provided, or any other corporation or business
organization which, with the consent of EDO Corporation, or its successors or
assigns, assumes the Employer's obligations hereunder, or any other corporation
or business organization which agrees, with the consent of EDO Corporation, to
become a party to the Plan. Furthermore, Employer shall include any committee
established by the Board of Directors to carry out the terms and conditions of
the Plan.

         1.6 EMPLOYER CONTRIBUTIONS and EMPLOYER CONTRIBUTIONS ACCOUNT. Employer
Contributions means those contributions credited to a Participant's Account in
accordance with Section 3.2. A Participant's Employer Contributions Account is
an account on the books of the Employer to which is credited Employer
Contributions, adjusted for earnings and losses, as described below. The
Employer Contributions Account shall be divided into the following three
separate sub-accounts: the Discretionary Sub-account, the Supplemental 401(k)
Employer Contributions Sub-Account and the Employer Performance Contribution
Sub-Account.

         1.7 PARTICIPANT means, for any Plan Year (or applicable portion
thereof), a person employed by the Employer, who is determined by the Employer
to be a member of a select group of management or highly compensated employees
of the Employer and who is

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designated by the Employer's Board of Directors to be a Participant. The
Employer will notify those individuals, if any, who will be Participants and the
date on which they will become Participants.

         1.8 PLAN YEAR means the twelve (12)-month period ending on the December
31 of each year during which the Plan is in effect.

         1.9 VALUATION DATE means the last day of each Plan Year and any other
date that the Employer, in its sole discretion, designates as a Valuation Date.

         1.10 YEAR OF SERVICE means a 12-consecutive-month period, beginning on
the Employee's date of hire and each anniversary thereafter during which the
Employee is employed by the Employer.

                    ARTICLE 2: ELIGIBILITY AND PARTICIPATION

         2.1 REQUIREMENTS. Each Employee who was selected to participate in the
Plan on or before the Effective Date shall be a Participant on the Effective
Date. Employees selected after the Effective date shall become a Participant as
of the beginning of the first payroll period on or after he or she is selected.
No individual shall become a Participant, however, if he or she is not an
Employee on the date his or her participation is to begin.

         2.2 RE-EMPLOYMENT. If a Participant whose employment with the Employer
is terminated is subsequently re-employed, he or she shall again become a
Participant only after the Board of Directors of the Employer again appoints the
Employee as a Participant in accordance with the provisions of Section 2.1.

         2.3 CHANGE OF EMPLOYMENT CATEGORY. During any period in which a
Participant remains in the employ of the Employer, but ceases to be a
Participant, he or she shall not be eligible to make Compensation Deferrals or
receive credits of Employer Contributions hereunder, but his or her vested
Account will continue to be adjusted for earnings and losses.

                      ARTICLE 3: CONTRIBUTIONS AND CREDITS

         3.1 PARTICIPANT CONTRIBUTIONS AND CREDITS.

         (a) Compensation Deferrals. In accordance with rules established by the
Employer, a Participant may elect to defer Compensation that is yet to be earned
and which would otherwise be paid to the Participant. For purposes of this
Section 3.1(a) , the term "Compensation" is defined as incentive compensation
and/or incentive commissions. A Participant may elect to defer up to 100% of his
or her incentive compensation and/or incentive commissions. In order to
participate in the Plan, any Participant electing to defer Compensation
hereunder for a given Plan Year must make an election to defer at least one
thousand dollars ($1,000) for the Plan Year. Amounts so deferred shall be
considered a Participant's "Compensation Deferrals" and shall be deducted by the
Employer from the Compensation of a deferring Participant and shall be credited
to the Account of the deferring Participant. Ordinarily, a Participant shall
make such an election with respect to the coming twelve (12)-month Plan Year.
The election must be made during the period beginning on November 1 and ending
on November 30 of the prior calendar year, or during such other period as may be
established by the Employer.

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         (b) Excess 401(k) Amounts. In accordance with rules established by the
Employer, a Participant also may elect to defer that portion of compensation
which the Participant elected to be contributed on his behalf to the
tax-qualified 401(k) plan maintained by the Employer (the "401(k) plan"), but
which could not be contributed because of limitations on annual compensation
(section 401(a)(17) of the Code) and/or annual additions (section 415 of the
Code). For purposes of this Section 3.1(b), the term "compensation" is defined
in the same manner as that term is defined in the 401(k) plan. Amounts so
deferred also shall be considered a Participant's "Compensation Deferrals" and
shall be credited to the Account of the deferring Participant. Ordinarily, a
Participant shall make such an election with respect to the coming twelve
(12)-month Plan Year. The election must be made during the period beginning on
the November 1 and ending on the November 30 of the prior calendar year, or
during such other period as may be established by the Employer.

         (c) Election. The Participant's election with respect to his or her
Compensation Deferrals is irrevocable and shall continue in force only for the
Plan Year for which the election is effective.

         (d) Compensation Deferral Account. There shall be established and
maintained by the Employer a separate Compensation Deferral Account in the name
of each Participant to which shall be credited or debited amounts equal to the
Participant's Compensation Deferrals.

         3.2 EMPLOYER CONTRIBUTIONS

         (a) Employer Discretionary Contributions. The Employer, from time to
time, may credit Participants' Discretionary Sub-accounts with amounts
designated by the Employer as "Discretionary Employer Contributions" on behalf
of each Participant the Employer decides to grant a discretionary contribution
for the Plan Year.

         (b) Employer Non-Discretionary Contributions The Employer also will
credit to each Participant's Employer Contributions Account the following
amounts each year:

                  (i) Supplemental 401(k) Employer Contributions. This amount is
         equal to the amount of contributions (excluding deferral contributions
         as defined in section 402(e)(3) of the Code) the Employer would have
         made to the tax-qualified 401(k) plan sponsored by the Employer if
         there were no limitations on annual compensation (section 401(a)(17) of
         the Code), annual additions (section 415 of the Code) or
         non-discrimination (sections 401(k) and 401(m) of the Code), less such
         amounts actually contributed by the Employer to the tax-qualified
         401(k) plan.

                  (ii) Employer Performance Contributions. This amount is equal
         to a percentage, determined annually by the Board of Directors, in an
         amount not to be less than 2% nor greater than 8% of the Participant's
         annual compensation. For this purpose, annual compensation means a
         Participant's total annual current cash remuneration, including but not
         limited to regular salary, incentive compensation awards and any other
         extraordinary remuneration paid by the Employer to the Participant with
         respect to his or her service for the Employer (as determined by the
         Employer, in its discretion).

         (c) Vesting. A Participant who is credited with at least three (3)
years of Service is fully vested in his or her Employer Contributions Account.
Participants with fewer than three Years of Service are not vested in their
Employer Contributions Accounts. A Participant also is fully vested in his or
her Employer Contributions Account if the Participant reaches Retirement

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Age (age 65), dies or incurs a Disability before he or she terminates employment
with the Employer. A Participant is always fully vested in his Compensation
Deferral Account. Any Participant who terminates employment with the Employer
prior to full vesting shall irrevocably forfeit the portion not vested. The
Employer shall retain such forfeitures.

         (d) Forfeitures for Misconduct. If a Participant separates from service
with the Employer as a result of the Participant's gross misconduct, within the
meaning of Part 6 of Title I of ERISA, or if the Participant engages in unlawful
business competition with the Employer, the Participant shall forfeit all
amounts allocated to his or her Employer Contributions Account. The Employer
shall retain such forfeitures.


                        ARTICLE 4: CREDITING OF ACCOUNTS

         4.1 ALLOCATION OF DEEMED EARNINGS ON DIRECTED ACCOUNTS. Each
Participant may direct the Employer as to how his or her Compensation Deferral
Account, Discretionary Employer Contributions Account and Supplemental Employer
401(k) Account ("Directed Accounts") shall be deemed to be invested. The
Employer may, but is not required to, invest assets held by the Employer on
behalf of the Participant pursuant to the deemed investment directions the
Employer has properly received from the Participant. The value of the
Participant's Directed Accounts shall be equal to the value of the deemed
investments specified by the Participant as if the Employer had so invested the
Participant Directed Accounts.

             As of each Valuation Date, the Participant's Directed Accounts will
be credited or debited to reflect the Participant's deemed investments since the
most recent Valuation Date. The Participant's Directed Accounts will be credited
or debited with the increase or decrease in the realizable net asset value of
the designated deemed investments, as follows: As of each Valuation Date, an
amount equal to the net increase or decrease in realizable net asset value (as
determined by the Employer) of each deemed investment option within the Account
since the preceding Valuation Date shall be allocated among all Participants'
Directed Accounts deemed to be invested in that investment option in accordance
with the ratio which the portion of the Account of each Participant which is
deemed to be invested within that investment option, determined as provided
herein, bears to the aggregate of all amounts deemed to be invested within that
investment option.

             A Participant's deemed investment direction shall designate the
whole percentage of each portion of the Participant's Directed Accounts which is
requested to be deemed to be invested in categories of deemed investments
selected by the Employer, and shall be subject to the following rules: (a) Any
initial or subsequent deemed investment direction shall be in writing or, if
provided by the Employer, by telephonic and/or electronic transmission, (b) a
designation shall be effective as soon as practicable after the direction is
received and accepted by the Employer, (c) a Participant may make or change a
deemed investment direction only at such time(s) permitted by the Employer, and
a deemed investment direction shall continue indefinitely until changed by the
Participant in accordance with rules established by the Employer.

         4.2 CREDITING OF DEEMED EARNINGS TO EMPLOYER PERFORMANCE ACCOUNT. As of
each Valuation Date, the Participant's Employer Performance Account will be
credited with earnings equal to a fixed rate of interest, which will be
determined annually at the discretion of the Board of Directors before the
commencement of the Plan Year. For the initial Plan Year and until such time as
the Board of Directors deems appropriate, the rate of return shall be equal to
8% and shall be compounded annually.

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             Notwithstanding any provision to the contrary, the Employer and the
Board of Directors reserve the right to reduce the amount credited to a
Participant's sub-account to the extent that the amount is required to be
disclosed in the annual Proxy Statement of the Employer as mandated pursuant to
Regulation S-K, as amended, of the Securities Exchange Commission.

         4.3 CREDITING OF DISTRIBUTIONS. As of each Valuation Date,
distributions made from the Participant's vested Account since the most recent
Valuation Date shall be charged to such Participant's Account and Compensation
Deferrals and Employer Contributions made since the most recent Valuation Date
shall be credited to the Participant Account as provided in Article 3.

         4.4 INTERIM VALUATIONS. If it is determined by the Employer that the
value of a Participant's Account as of any date on which distributions are to be
made differs materially from the value of the Participant's Account on the prior
Valuation Date upon which the distribution is to be based, the Employer, in its
discretion, shall have the right to designate any date in the interim as a
Valuation Date for the purpose of revaluing the Participant's Account so that
the Account will, prior to the distribution, reflect its share of such material
difference in value.

         4.5 EXPENSES AND TAXES. Expenses associated with the administration or
operation of the Plan shall be paid by the Employer. Each Valuation Date, taxes
(a) attributable to earnings on actual investments, if any, made by the Employer
with respect to its obligation to pay benefits under the Plan to a Participant
and (b) which are payable by the Employer since the most recent Valuation Date,
shall be charged against the Participant's Account. The Participant's portion of
taxes attributable to Employer Contributions and Compensation Deferrals credited
for the year on behalf of a Participant, such as Federal social security tax and
hospital insurance tax (FICA) and Federal unemployment tax (FUTA), will be
withheld from the Participant's wages.

                         ARTICLE 5: PAYMENT OF BENEFITS

         5.1 ENTITLEMENT. Upon termination of Employment, death or Disability, a
Participant or, if applicable, the Participant's Beneficiary, is entitled to
receive or commence receiving payment of the Participant's vested Account.

         5.2 TIMING AND MANNER OF PAYMENT. Upon death, Disability or termination
of employment, the Participant's vested Account will be paid by the Employer as
soon as practicable in a lump-sum payment. However, if the Participant
terminates employment after reaching Retirement Age and elects, in writing, at
least twelve (12) months prior to termination of employment, the Participant's
Account will be paid in up to ten (10) substantially equal annual installments
as selected by the Participant if each such annual installment is estimated by
the Employer to be at least $1,000. The Participant's written election must be
received by the Employer in order to be valid.

             If payment of the Participant's Account is to be made in
installments, the first installment shall be paid to the Participant as soon as
practicable after the Participant's termination of employment, and subsequent
payments shall be made as soon as practicable after January 1st of each
successive Plan Year. Amounts not yet distributed will continue to be adjusted
for earnings or losses, as described above. If a Participant is receiving annual
installments pursuant to this Section and is re-employed by the Employer, the
remaining

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distributions due to the Participant shall be suspended until such time as the
Participant again terminates employment.


                      ARTICLE 6: EARLY PAYMENT OF BENEFITS

         6.1 COMPENSATION DEFERRAL ACCOUNTS. Before the beginning of each Plan
Year, a Participant may elect, in writing, to have all or a portion of his or
her Compensation Deferrals (as adjusted for earnings in the manner set forth
above) and which are attributable to the immediately following Plan Year paid in
a lump sum as soon as practicable after the Participant's "fixed payment date".
The fixed payment date may not be earlier than the date which is three (3) years
after the written election is made and received by the Employer and no later
than January 1 of the fifth (5th) Plan Year after the Plan Year to which the
election relates. The Participant's election of a "fixed payment date" is
irrevocable, except that the Participant may elect, in writing, a later fixed
payment date if the subsequent election is made by the Participant at least
twelve (12) months prior to the new fixed payment date. If a Participant
terminates employment with the Employer before the Participant's fixed payment
date, the Participant's Compensation Deferral Account will be paid as soon as
practicable after the Participant's termination of employment with the Employer.

         6.2 HARDSHIP DISTRIBUTIONS. In the event of financial hardship of the
Participant, as hereinafter defined, the Participant may request that the
Employer distribute all or a portion of his or her vested Account. Upon a
finding of financial hardship, the Employer will make the appropriate
distribution to the Participant. In no event shall the aggregate amount of the
distribution exceed either the full value of the Participant's vested Account or
the amount determined by the Employer to be necessary to alleviate the
Participant's financial hardship (which distribution may be increased to include
any taxes due because of the distribution), and which is not reasonably
available from other resources of the Participant. For purposes of this Section,
the value of the Participant's vested Account shall be determined as of the date
of the distribution. "Financial hardship" means (a) a severe financial hardship
to the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent (as defined in Code section 152(a)) of the
Participant, (b) loss of the Participant's property due to casualty, or (c)
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, each as determined by the
Employer.

         6.3 WITHDRAWALS. A Participant may request a full or partial withdrawal
of his or her vested Account, subject to the approval of the Employer. In no
event will the withdrawal be greater than 100% of the value of a Participant's
vested Account. Any amount paid pursuant to this Section shall be subject to a
ten percent (10%) penalty, with the amount of the penalty permanently forfeited
from the Participant's Account and returned to the Employer on or about the date
of the distribution.


                   ARTICLE 7: BENEFICIARIES; PARTICIPANT DATA

         7.1 DESIGNATION OF BENEFICIARIES. Each Participant from time to time
may designate a beneficiary to receive such benefits as may be payable under the
Plan upon or after the Participant's death, and such designation may be changed
from time to time by the Participant by filing a new designation. Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Employer, and will be effective only when filed in
writing with the Employer during the Participant's lifetime.

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         7.2 PAYMENT TO ESTATE. In the absence of a valid Beneficiary
designation, or if, at the time any benefit payment is due to a Beneficiary,
there is no living Beneficiary validly named by the Participant, the Employer
shall pay any such benefit payment to the Participant's spouse, if then living,
but otherwise to the Participant's estate.

         7.3 INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES/ FOFEITURE. Any
communication, statement or notice addressed to a Participant or to a
Beneficiary at his or her last post office address as shown on the Employer's
records shall be binding on the Participant or Beneficiary for all purposes of
the Plan. The Employer shall not be obliged to search for any Participant or
Beneficiary beyond the sending of a registered letter to such last known
address. If the Employer notifies any Participant or Beneficiary that he or she
is entitled to an amount under the Plan and the Participant or Beneficiary fails
to claim such amount or make his or her location known to the Employer within
one (1) year thereafter, then, except as otherwise required by law, the
Participant's Account will be forfeited.

                           ARTICLE 8: ADMINISTRATION

         8.1 ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided
herein, the Employer shall have the sole responsibility for and the sole control
of the operation and administration of the Plan, and shall have the power and
authority to take all action and to make all decisions and interpretations which
may be necessary or appropriate in order to administer and operate the Plan,
including, without limiting the generality of the foregoing, the power, duty and
responsibility to:

             (a) Resolve and determine all disputes or questions arising under
the Plan, and to remedy any ambiguities, inconsistencies or omissions in the
Plan.

             (b) Adopt such rules of procedure and regulations as, in its
opinion, may be necessary for the proper and efficient administration of the
Plan and as are consistent with the Plan.

             (c) Implement the Plan in accordance with its terms and the rules
and regulations adopted as above.

             (d) Make determinations with respect to the eligibility of any
Eligible Employee as a Participant, interpret the provisions of the Plan and
make determinations concerning the crediting of Plan Accounts.

             (e) Appoint any persons or firms, or otherwise act to secure
specialized advice or assistance, as it deems necessary or desirable in
connection with the administration and operation of the Plan, and the Employer
shall be entitled to rely conclusively upon, and shall be fully protected in any
action or omission taken by it in good faith reliance upon, the advice or
opinion of such firms or persons. The Employer shall have the power and
authority to delegate from time to time by written instrument all or any part of
its duties, powers or responsibilities under the Plan, both ministerial and
discretionary, as it deems appropriate, to any person or committee, and in the
same manner to revoke any such delegation of duties, powers or responsibilities.
Any action of such person or committee in the exercise of such delegated duties,
powers or responsibilities shall have the same force and effect for all purposes
hereunder as if such action had been taken by the Employer. Further, the
Employer may authorize one or more persons to execute any certificate or
document on behalf of the Employer, in which event any person notified by the
Employer of such authorization shall be entitled to accept and conclusively

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rely upon any such certificate or document executed by such person as
representing action by the Employer until such notified person shall have been
notified of the revocation of such authority.

         8.2 DISCRETIONARY ACTS. Whenever, in the administration or operation of
the Plan, discretionary actions by the Employer are required or permitted
(including interpretation of the Plan), such actions shall be consistently and
uniformly applied to all persons similarly situated, and no such action shall be
taken which shall discriminate in favor of any particular person or group of
persons. The Employer's interpretation of the Plan provisions shall be final and
binding.

         8.3 CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a
"Claimant") shall present the claim, in writing, to the Employer, and the
Employer shall respond in writing. If the claim is denied, the written notice of
denial shall state the specific reason or reasons for the denial, with specific
references to the Plan provisions on which the denial is based; a description of
any additional material or information necessary for the Claimant to perfect his
or her claim and an explanation of why such material or information is
necessary; and an explanation of the Plan's claims review procedure.

             The written notice denying or granting the Claimant's claim shall
be provided to the Claimant within ninety (90) days after the Employer's receipt
of the claim, unless special circumstances require an extension of time for
processing the claim. If such an extension is required, the Employer shall
furnish notice of the extension to the Claimant within the initial ninety
(90)-day period and in no event shall such an extension exceed a period of
ninety (90) days from the end of the initial ninety (90)-day period. Any
extension notice shall indicate the special circumstances requiring the
extension and the date on which the Employer expects to render a decision on the
claim. Any claim not granted or denied within the period noted above shall be
deemed to have been denied.

             Any Claimant whose claim is denied, or deemed to have been denied
under the preceding sentence (or such Claimant's authorized representative),
may, within sixty (60) days after the Claimant's receipt of notice of the
denial, or after the date of the deemed denial, request a review of the denial
by notice given, in writing, to the Employer. Upon such a request for review,
the claim shall be reviewed by the Employer (or its designated representative),
which may, but shall not be required to, grant the Claimant a hearing. In
connection with the review, the Claimant may have representation, may examine
pertinent documents, and may submit issues and comments in writing.

             The decision on review normally shall be made within sixty (60)
days of the Employer's receipt of the request for review. If an extension of
time is required due to special circumstances, the Employer shall notify the
Claimant, in writing, and the time limit for the decision on review shall be
extended to one hundred twenty (120) days. The decision on review shall be in
writing and shall state, in a manner calculated to be understood by the
Claimant, the specific reasons for the decision and shall include references to
the relevant Plan provisions on which the decision is based. The written
decision on review shall be given to the Claimant within the sixty (60)-day (or,
if applicable, the one hundred twenty (120)-day) time limit discussed above. If
the decision on review is not communicated to the Claimant within the sixty
(60)-day (or, if applicable, the one hundred twenty (120)-day) period discussed
above, the claim shall be deemed to have been denied upon review. All decisions
on review shall be final and binding with respect to all concerned parties.

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                      ARTICLE 9: AMENDMENT AND TERMINATION

         9.1 RIGHT TO AMEND. The Employer, by action of its Board of Directors,
shall have the right to amend the Plan, at any time and with respect to any
provisions hereof, and all parties hereto or claiming any interest hereunder
shall be bound by such amendment; provided, however, that no such amendment
shall deprive a Participant or a Beneficiary of a right accrued hereunder prior
to the date of the amendment.

         9.2 EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer
reserves the right to terminate the Plan and/or its obligation to make further
credits to Plan Accounts, by action of its Board of Directors. If the Plan is
terminated, all benefits will be distributed as soon as practicable after
termination of the Plan. The Employer also reserves the right to suspend the
operation of the Plan for a fixed or indeterminate period of time, by action of
its Board of Directors. If the Plan is suspended, all Compensation Deferrals and
Employer Contributions shall cease, but Participants' Accounts will continue to
be adjusted for earnings and losses.

         9.3 SUCCESSOR TO EMPLOYER. Any corporation or other business
organization which is a successor to the Employer by reason of a consolidation,
merger or purchase of substantially all of the assets of the Employer shall have
the right to become a party to the Plan by adopting the same by resolution of
the entity's board of directors or other appropriate governing body. If, within
ninety (90) days from the effective date of such consolidation, merger or sale
of assets, such new entity does not become a party hereto, as above provided,
the Plan automatically shall be terminated, and all Accounts shall be fully
vested and distributed to Participants.


                            ARTICLE 10: MISCELLANEOUS

         10.1 CONSTRUCTION. If any provision of the Plan is held to be illegal
or void, such illegality or invalidity shall not affect the remaining provisions
of the Plan, but shall be fully severable, and the Plan shall be construed and
enforced as if said illegal or invalid provision had never been inserted herein.
For all purposes of the Plan, where the context admits, the singular shall
include the plural, and the plural shall include the singular. Headings of
Articles and Sections herein are inserted only for convenience of reference and
are not to be considered in the construction of the Plan. The laws of the state
of the Employer's incorporation shall govern, control and determine all
questions of law arising with respect to the Plan and the interpretation and
validity of its respective provisions, except where those laws are preempted by
the laws of the United States. Participation under the Plan will not give any
Participant the right to be retained in the service of the Employer nor any
right or claim to any benefit under the Plan unless such right or claim has
specifically accrued hereunder.

         10.2 ALIENATION. No amount payable to a Participant or a Beneficiary
under the Plan will, except as otherwise specifically provided by law, be
subject in any manner to anticipation, alienation, attachment, garnishment,
sale, transfer, assignment, levy, execution, pledge, encumbrance, charge or any
other legal or equitable process, and any attempt to do so will be void; nor
will any benefit be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled thereto.

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IN WITNESS WHEREOF, the Employer has caused the Plan to be executed and its seal
to be affixed hereto, effective as of the 1st day of January, 2004.

                                          EDO CORPORATION

                                          By: /s/ PATRICIA D. COMISKEY
                                              ------------------------

                                          Print: Patricia D. Comiskey
                                                 --------------------

                                          Title: Vice President, Human Resources
                                                 -------------------------------

                                          Date: February 26, 2004
                                                -----------------

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