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                                                                   Exhibit 10(k)


                     AGREEMENT made this 17th day of March, 2001 by and between
EDO Corporation, a New York corporation having its office and principal place of
business at 60 East 42 Street, Suite 5010, New York, NY 10165 (the "Company"),
and William J. Frost, residing at 27 Manchester Road, Huntington, NY 11743
("Executive").

                              W I T N E S S E T H:
                              --------------------

                     WHEREAS, the Company considers it essential to the best
interests of the Company and its stockholders that its management (including
Executive) be encouraged to remain with the Company and to continue to devote
full attention to the Company's business in the event of a "Change in Control"
(paragraph 9.1) or a "Potential Change in Control" (paragraph 9.2);

                     WHEREAS, the Company recognizes that the possibility of a
Change in Control or a Potential Change in Control and the uncertainty and
questions which either event may raise among management may result in the
departure or distraction of management personnel to the detriment of the Company
and its stockholders;

                     WHEREAS, the Company's Board of Directors (the "Board") has
determined that appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of members of the Company's management to
their assigned duties without distraction in the face of the potentially
disturbing circumstances arising from a Change in Control or a Potential Change
in Control;

                     WHEREAS, the Company believes Executive has made valuable
contributions to the productivity and profitability of the Company;

                     WHEREAS, should a Potential Change in Control occur, the
Board believes it imperative that the Company and the Board be able to rely upon
the Executive to continue in his position, and that the Company be able to
receive and rely upon his advice as to the best interests of the Company and its
stockholders without concern that he might be distracted by the personal
uncertainties and risks created by such event; and

                     WHEREAS, should a Potential Change in Control occur, in
addition to the Executive's regular duties, he may be called upon to assist in
the assessment of any proposals of any person concerning the possible business
combination of the Company or acquisition of equity securities of the Company,
advise management and the Board as to whether such proposals would be in the
best interests of the Company and its stockholders, and to take such other
actions as the Board might determine to be appropriate;

                     NOW, THEREFORE, to induce the Executive to remain in the
employ of the Company so that the Company will have the continued undivided
attention and services of the Executive and the availability of his advice and
counsel during the period of a Change in Control or a Potential Change in
Control, and for other good and valuable consideration, the Company and
Executive agree as follows:

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                                     GENERAL

                       1. The purpose of this Agreement is to provide Executive
with "Special Severance Pay Benefits" in the event of, or following, a Change in
Control. The term Change in Control is defined in paragraph 9.1 of this
Agreement. The benefits available to Executive in the event of, or following, a
Change in Control are provided for in Articles 2 through 7 of this Agreement.

                       2. This Agreement shall be cancelled as of December 31,
2001; provided, however, in the event there is an intervening Change in Control,
such cancellation shall become void and of no effect whatsoever. In the event
there is an intervening Potential Change in Control, this Agreement shall remain
in full force and effect following such Potential Change in Control; provided,
however, this Agreement shall then be cancelled automatically as of the date
which is eighteen months following the commencement of such Potential Change in
Control in the event no Change in Control occurs within such eighteen month
period.

                                   ARTICLE 1
                              Principal Undertaking

                     1.1. If (a) following a Potential Change in Control
(provided a Change in Control occurs within eighteen months thereafter) or (b)
within a one and one-half (1-1/2) year period after a Change in Control shall
have occurred, Executive's employment shall have been terminated by the Company
without "Cause" (paragraph 10.2) or by Executive in a "Termination for Good
Reason" (Article 11), then Executive shall be paid by the Company, subject to
Article 6 the following "Special Severance Pay Benefits":

                           -  Current Salary and Other Compensation Benefits
                              (Article 2);

                           -  Other Salary and Incentive Compensation Benefits
                              (Article 3);

                           -  Pension Benefit Adjustment (Article 4);

                           -  Stock Option Adjustment (Article 5); and

                           -  Tax Adjustment (Article 6).

                     1.2. The total of the amounts to be paid under Articles 3
through 6, subject to any taxes required to be withheld, shall be paid to
Executive as follows: (A) in a lump sum, on or before the fifth day following
"Date of Employment Termination" (paragraph 13.2); or (B) at Executive's option,
in monthly installments not to exceed an 18-month period, commencing the fifth
day of the month following the Date of Employment Termination, if written
notification by the Executive is received by the Company within three days
following the Date of Employment Termination.

                     1.3. The amount of any loan or advance to Executive shall
be due and payable as of the Date of Employment Termination. The Company shall
have no right of setoff against any amount due Executive under this Agreement,
except that the Company may set off against such



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amount the balance of any loan or advance which remains unpaid after the third
day following the Date of Employment Termination.

                                   ARTICLE 2
                      Current Salary and Other Compensation

                     Payment of this portion of Special Severance Pay Benefits
shall consist of the following:

                      -    Executive's full base salary through the Date of
                           Employment Termination, at the rate in effect ten
                           (10) days prior to the Date of Employment
                           Termination; plus

                      -    Executive's full base salary earned from the
                           beginning of the calendar year in which the Date of
                           Employment Termination occurs through the Date of
                           Employment Termination multiplied by the greater of
                           (a) twenty percent (20%) or (b) the percentage which
                           is equal to the highest percentage of base salary
                           paid as a bonus to Executive for any of the three
                           calendar years preceding the calendar year in which
                           the Date of Employment Termination occurs, in either
                           case, reduced by any installment of cash bonus
                           previously paid by the Company to Executive for the
                           calendar year in which the Date of Employment
                           Termination occurs; plus

                      -    the full amount, if any, of any incentive or special
                           award which Executive earned but which has not yet
                           been paid.

                                   ARTICLE 3
                Other Salary and Incentive Compensation Benefits

                     Payment of this portion of Special Severance Pay Benefits
shall consist of an amount equal to one and one-half (1-1/2) times the sum of
(a) Executive's annual base salary, at the highest rate in effect at any time up
to Date of Employment Termination (the "Highest Base Salary") and (b) an amount
equal to the Highest Base Salary multiplied by the greater of (i) twenty percent
(20%) or (ii) the percentage which is equal to the highest percentage of base
salary paid as a bonus to Executive for any of the three calendar years
preceding the calendar year in which the Date of Employment Termination occurs.

                                   ARTICLE 4
                           Pension Adjustment Payment

                     Payment of this portion of Special Severance Pay Benefits
shall consist of the following:

                      -    an amount which, as of the Date of Employment
                           Termination, is equal to the present value
                           (calculated at the GATT discount rate in effect as of
                           the Date of Employment Termination) of (x) the Lump
                           Sum Value of the Retirement Pension (paragraph 13.1)
                           to which Executive would have been


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                           entitled if the one and one-half (1-1/2) years after
                           the Date of Employment Termination were added to his
                           Credited Service under the EDO Corporation Employees
                           Pension Plan, reduced by (y) the Lump Sum Value of
                           the Retirement Pension to which Executive will be
                           entitled under the terms of such plan based upon
                           termination of employment as of the Date of
                           Employment Termination and assuming commencement of
                           payment of Executive's pension benefits at age 65.

                                   ARTICLE 5
                             Stock Option Adjustment

                     The "Stock Option Adjustment" portion of Special Severance
Pay Benefits shall be payable if, after a Change in Control, Executive elects,
pursuant to options issued to him under the 1996 Long-Term Incentive Plan or any
predecessor plans, to elect stock appreciation rights and shall consist of an
amount equal to (a) the number of common shares as to which Executive shall have
made such election, multiplied by (b) the excess, if any, of (x) the highest
price per share actually paid in connection with any Change in Control, over (y)
the fair market value of a common share on the date of such election.

                                   ARTICLE 6
                                      Taxes

                     6.1. In the event that any amount or benefit paid or
distributed to Executive pursuant to this Agreement, taken together with any
amounts or benefits otherwise paid or distributed to Executive by the Company or
any affiliated company (collectively, the "Covered Payments"), would be an
"excess parachute payment" as defined in Section 280G of the Code and would
thereby subject Executive to the tax (the "Excise Tax") imposed under Section
4999 of the Code (or any similar tax that may hereafter be imposed), the
provisions of this Article 6 shall apply to determine the amounts payable to
Executive pursuant to this Agreement.

                     6.2. Immediately following Date of Employment Termination,
the Company shall notify Executive of the aggregate present value of all
termination benefits to which he would be entitled under this Agreement and any
other plan, program or arrangement as of the projected date of termination,
together with the projected maximum payments, determined as of such projected
date of termination that could be paid without Executive being subject to the
Excise Tax.

                     6.3. If the aggregate value of all compensation payments or
benefits to be paid or provided to Executive under this Agreement and any other
plan, agreement or arrangement with the Company is less than 105% of the amount
which can be paid to Executive without Executive incurring an Excise Tax, then
the amounts payable to Executive under this Agreement may, in the discretion of
the Company, be reduced (but not below zero) to the maximum amount which may be
paid hereunder without Executive becoming subject to such an Excise Tax (such
reduced payments to be referred to as the "Payment Cap"). In the event that
Executive receives reduced payments and benefits hereunder, Executive shall have
the right to designate which of the payments and benefits otherwise provided for
in this Agreement that he will receive in connection with the application of the
Payment Cap.

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                     6.4. If the aggregate value of all compensation payments or
benefits to be paid or provided to Executive under this Agreement and any other
plan, agreement or arrangement with the Company is greater than 105% of the
amount which can be paid to Executive without Executive incurring an Excise Tax,
the Company shall pay to Executive immediately following Executive's termination
of employment an additional amount (the "Tax Adjustment") such that the net
amount retained by Executive with respect to such Covered Payments, after
deduction of any Excise Tax on the Covered Payments and any Federal, state and
local income tax and Excise Tax on the Tax Adjustment provided for by this
Article 6, but before deduction for any Federal, state or local income or
employment tax withholding on such Covered Payments, shall be equal to the
amount of the Covered Payments.

                     6.5. For purposes of determining whether any of the Covered
Payments will be subject to the Excise Tax and the amount of such Excise Tax,

                          (A) such Covered Payments will be treated as
"parachute payments" within the meaning of Section 280G of the Code, and all
"parachute payments" in excess of the "base amount" (as defined under Section
280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless,
and except to the extent that, in the good faith judgment of the Company's
independent certified public accountants appointed prior to the Effective Date
or tax counsel selected by such Accountants (the "Accountants"), the Company has
a reasonable basis to conclude that such Covered Payments (in whole or in part)
either do not constitute "parachute payments" or represent reasonable
compensation for personal services actually rendered (within the meaning of
Section 280G(b)(4)(B) of the Code) in excess of the "base amount," or such
"parachute payments" are otherwise not subject to such Excise Tax, and

                          (B) the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the Accountants in accordance with the
principles of Section 280G of the Code.

                     6.6. For purposes of determining whether Executive would
receive a greater net after-tax benefit were the amounts payable under this
Agreement reduced in accordance with Paragraph 6.3, Executive shall be deemed to
pay:

                           (A) Federal income taxes at the highest applicable
marginal rate of Federal income taxation for the calendar year in which the
first amounts are to be paid hereunder, and

                           (B) any applicable state and local income taxes at
the highest applicable marginal rate of taxation for such calendar year, net of
the maximum reduction in Federal incomes taxes which could be obtained from the
deduction of such state or local taxes if paid in such year.

                     6.7. If Executive receives reduced payments and benefits
under this Article 6, or this Article 6 is determined not to be applicable to
Executive because the Accountants conclude that Executive is not subject to any
Excise Tax, and in either case it is thereafter established pursuant to a final
determination of a court or an Internal Revenue Service proceeding (a "Final


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Determination") that, notwithstanding the good faith of Executive and the
Company in applying the terms of this Agreement, the aggregate "parachute
payments" within the meaning of Section 280G of the Code paid to Executive or
for his benefit are in an amount that would result in Executive being subject an
Excise Tax, then the amount equal to such excess parachute payments shall be
deemed for all purposes to be a loan to Executive made on the date of receipt of
such excess payments, which Executive shall have an obligation to repay to the
Company on demand, together with interest on such amount at the applicable
Federal rate (as defined in Section 1274(d) of the Code) from the date of the
payment hereunder to the date of repayment by Executive. If this Article 6 is
not applied to reduce Executive's entitlements because the Accountants determine
that Executive would not receive a greater net-after tax benefit by applying
this Article 6 and it is established pursuant to a Final Determination that,
notwithstanding the good faith of Executive and the Company in applying the
terms of this Agreement, Executive would have received a greater net after tax
benefit by subjecting his payments and benefits hereunder to the Payment Cap,
then the aggregate "parachute payments" paid to Executive or for his benefit in
excess of the Payment Cap shall be deemed for all purposes a loan to Executive
made on the date of receipt of such excess payments, which Executive shall have
an obligation to repay to the Company on demand, together with interest on such
amount at the applicable Federal rate (as defined in Section 1274(d) of the
Code) from the date of the payment hereunder to the date of repayment by
Executive. If Executive receives reduced payments and benefits by reason of this
Article 6 and it is established pursuant to a Final Determination that Executive
could have received a greater amount without exceeding the Payment Cap, then the
Company shall promptly thereafter pay Executive the aggregate additional amount
which could have been paid without exceeding the Payment Cap, together with
interest on such amount at the applicable Federal rate (as defined in Section
1274(d) of the Code) from the original payment due date to the date of actual
payment by the Company.

                     6.8. In the event that the Excise Tax is subsequently
determined by the Accountants or pursuant to any proceeding or negotiations with
the Internal Revenue Service to be less than the amount taken into account
hereunder in calculating the Tax Adjustment made, Executive shall repay to the
Company, at the time that the amount of such reduction in the Excise Tax is
finally determined, the portion of such prior Tax Adjustment that would not have
been paid if such Excise Tax had been applied in initially calculating such Tax
Adjustment, plus interest on the amount of such repayment at the rate provided
in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the
event any portion of the Tax Adjustment to be refunded to the Company has been
paid to any Federal, state or local tax authority, repayment thereof shall not
be required until actual refund or credit of such portion has been made to
Executive, and interest payable to the Company shall not exceed interest
received or credited to Executive by such tax authority for the period it held
such portion. Executive and the Company shall mutually agree upon the course of
action to be pursued (and the method of allocating the expenses thereof) if
Executive's good faith claim for refund or credit is denied.

                     6.9. In the event that the Excise Tax is later determined
by the Accountants or pursuant to any proceeding or negotiations with the
Internal Revenue Service to exceed the amount taken into account hereunder at
the time the Tax Adjustment is made (including, but not limited to, by reason of
any payment the existence or amount of which cannot be determined at the time of
the Tax Adjustment), the Company shall make an additional Tax Adjustment in


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respect of such excess (plus any interest or penalty payable with respect to
such excess) at the time that the amount of such excess is finally determined.

                     6.10. Timing of Payment. Any Tax Adjustment (or portion
thereof) provided for in Paragraph 6.4 above shall be paid to Executive not
later than 10 business days following the payment of the Covered Payments;
provided, however, that if the amount of such Tax Adjustment (or portion
thereof) cannot be finally determined on or before the date on which payment is
due, the Company shall pay to Executive by such date an amount estimated in
good faith by the Accountants to be the minimum amount of such Tax Adjustment
and shall pay the remainder of such Tax Adjustment (together with interest at
the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined, but in no event later than 45 calendar days after
payment of the related Covered Payment. In the event that the amount of the
estimated Tax Adjustment exceeds the amount subsequently determined to have
been due, such excess shall constitute a loan by the Company to Executive,
payable on the fifth business day after written demand by the Company for
payment (together with interest at the rate provided in Section 1274(b)(2)(B)
of the Code).

                                   ARTICLE 7
                                  Benefit Plans

                     If (a) following a Potential Change in Control (provided a
Change in Control occurs within eighteen months thereafter) or (b) within a one
and one-half (1-1/2) year period after a Change in Control shall have occurred,
Executive's employment shall have terminated for any reason, including, but not
limited to, Termination for Good Reason, except for death, voluntary retirement
or for Cause, then, for one and one-half (1-1/2) years after the Date of
Employment Termination, the Company shall maintain in full force and effect and
Executive shall continue to participate in all group life, health and accident,
and disability insurance, and other employee benefit plans, programs and
arrangements in which Executive was entitled to participate immediately prior to
the Date of Employment Termination, provided that continued participation is
possible under the general terms and provisions of such plans, programs and
arrangements. If participation is barred, or an applicable plan, program or
arrangement is discontinued or the benefits thereunder are materially reduced,
the Company shall arrange to provide Executive with benefits substantially
similar to those which he was entitled to receive immediately prior to the Date
of Employment Termination. At the end of the period of coverage above provided
for, Executive shall have the option to have assigned to him, at no cost and
with no apportionment of prepaid premiums, any assignable insurance owned by the
Company and relating specifically to him. The foregoing shall not be deemed to
apply to the EDO Corporation Employees Pension Plan, the EDO Corporation
Employee Stock Ownership Plan, the EDO Corporation Payroll Based Employee Stock
Ownership Plan nor the EDO Corporation Employees 401(k) Savings Plan.

                                   ARTICLE 8
                             No Mitigation Required

                     Executive shall not be required to mitigate the amount of
any payment or benefit provided for in this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment or benefit so
provided for be reduced by any compensation earned by him as the

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result of employment by another employer after the Date of Employment
Termination, or otherwise.

                                   ARTICLE 9
                        Definition of Change in Control"
                        and "Potential Change in Control"

            9.1.  "Change in Control" shall mean an occurrence in which:

                  (i)   a "person," including a "group," other than the
                        Company's Employees Stock Ownership Trust (a "Person"),
                        becomes the "beneficial owner" ("Beneficial Owner"),
                        directly or indirectly, of securities of the Company
                        having 25% or more of the total number of votes which
                        may be cast for the election of Directors of the Company
                        (as the terms "persons," "group" and "beneficial owner"
                        are used in Sections 13(d)(3) and 14(d)(2) of the
                        Securities Exchange Act of 1934), or

                  (ii)  during any period of two consecutive years, individuals
                        who at the beginning of such period constitute the Board
                        cease for any reason to constitute at least a majority
                        thereof unless the election, or the nomination for
                        election by the Company's shareholders, of each new
                        director was approved by a vote of at least two-thirds
                        of the directors then still in office who were directors
                        at the beginning of the period, or

                  (iii) the shareholders of the Company approve any merger or
                        other business combination, sale of assets or
                        combination of the foregoing transactions not involving
                        Executive in an interest other than in his capacity as
                        Executive,

            9.2. "Potential Change in Control" shall mean an occurrence in
which:

                  (i)   a Person hereafter becomes the Beneficial Owner of
                        securities of the Company having at least 5% of the
                        total number of votes that may be cast for the election
                        of Directors of the Company, or

                  (ii)  any Person holds a 5% Beneficial Ownership interest on
                        the date hereof and there occurs an increase in such
                        Person's Beneficial Ownership of such number of
                        securities of the Company as shall increase the
                        Beneficial Ownership by such Person by an additional 1%
                        of the total number of votes that may be cast for the
                        election of Directors of the Company, or

                  (iii) a Person commences a tender offer for at least 25% of
                        the outstanding shares of the Company's common stock, or

                  (iv)  approval of any corporate transaction is requested of
                        shareholders, which if obtained would result in a Change
                        in Control occurring, or

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                  (v)   any Person solicits proxies for the election of
                        Directors of the Company, or

                  (vi)  the Board of Directors of the Company deems any other
                        event or occurrence to be a Potential Change in Control.

                                   ARTICLE 10
                              Termination for Cause

                     10.1. If the Executive's employment is terminated by the
Company for Cause, the Company shall pay the Executive his full base salary
through the Date of Termination (at the rate in effect as of the Date of
Termination), and the Company shall have no further obligations to the Executive
under this Agreement.

                     10.2. The following are the only reasons for which the
Company may terminate Executive's services for Cause without further obligations
under this Agreement:

                           -  for providing the Company with materially false
                              reports concerning Executive's business interests
                              or employment-related activities;

                           -  for making materially false representations relied
                              upon by the Company in furnishing information to
                              shareholders, a stock exchange, or the Securities
                              and Exchange Commission;

                           -  for maintaining an undisclosed, unauthorized and
                              material conflict of interest in the discharge of
                              duties owed by Executive to the Company;

                           -  for misconduct causing a serious violation by the
                              Company of state or federal laws;

                           -  for theft of Company funds or corporate assets; or

                           -  for conviction of a crime (excluding traffic
                              violations or similar misdemeanors).

                                   ARTICLE 11

                   Definition of "Termination for Good Reason"

                     "Termination for Good Reason" shall mean termination of
Executive's employment by Executive following, or in connection with:

                     (i)  without the express advance written consent of
                          Executive, (a) the assignment to Executive of any
                          duties inconsistent in any substantial respect with
                          the position, authority or responsibilities of
                          Executive immediately prior to the earlier to occur of
                          a Potential Change in Control or a Change in Control
                          or (b) any other substantial change in such position,
                          including titles, authority or responsibilities, or

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                     (ii) during the one and one-half (1-1/2) year period
                          following a Change in Control or during a period of
                          Potential Change in Control, any reduction in
                          Executive's salary or any reduction in bonus or
                          incentive compensation (based upon the highest dollar
                          amount or other rate of salary, bonus and incentive
                          compensation in effect at any time up to Date of
                          Employment Termination), a termination, reduction or
                          alteration of disability policies or life or
                          disability insurance benefits maintained for
                          Executive, any alteration or reduction of expense
                          allowances or reimbursement policies or a significant
                          reduction in scope or value of the aggregate other
                          benefits to which Executive was entitled immediately
                          prior to the earlier to occur of a Potential Change in
                          Control or a Change in Control, or

                     (iii) the Company's requiring Executive to be based at any
                          office or location more than 50 miles from the one
                          where he worked immediately prior to the earlier to
                          occur of a Potential Change in Control or a Change in
                          Control, except for travel reasonably required in the
                          performance of Executive's responsibilities, or

                     (iv) any purported termination by the Company of
                          Executive's employment otherwise than as permitted by
                          this Agreement, it being understood that any such
                          purported termination shall not be effective for any
                          purpose of this Agreement, or

                     (v)  any failure by the Company to obtain the assumption
                          and agreement to perform this Agreement by a successor
                          as contemplated by paragraph 12.1.

                                   ARTICLE 12
                          Successors, Binding Agreement

                     12.1. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to Executive, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle
Executive to compensation from the Company in the same amount and on the same
terms as Executive would be entitled hereunder if the Company had terminated
Executive's employment other than for Cause alter a Change in Control occurring
at the time of succession, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Employment Termination.

                     12.2. As used in this Agreement, "Company" shall include
any successor to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in paragraph 12.1 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.

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                     12.3. This Agreement shall inure to the benefit of, and be
enforceable by, Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive should die while any amounts would still be payable if he had
continued to live, all such amounts shall be paid in accordance with the terms
of this Agreement to Executive's devisee, legatee, or other designee or, if
there be no such designee, to his estate.

                                   ARTICLE 13
                            Miscellaneous Provisions

                     13.1. The Lump Sum Value of the Retirement Pension shall be
determined as of Executive's retirement at age 65, using the same methods and
assumptions used at the Date of Employment Termination for purposes of the EDO
Corporation Employees Pension Plan.

                     13.2. Date of Employment Termination is the earlier of the
date on which Executive or the Company gives written notice of termination of
Executive's employment to the other party after the earlier to occur of a
Potential Change in Control or a Change in Control.

                     13.3. Notices and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth on
the first page of this Agreement, provided that all notices to the Company shall
be directed to the attention of the Corporate Counsel, or to such other address
as either party may have furnished to the other in writing in accordance
herewith. Notices of change of address shall be effective only upon receipt.

                     13.4. No provisions of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is agreed to
in writing signed by Executive and, on behalf of the Company, by such officer as
may be specifically designated by the Board.

                     13.5. All benefits provided for in this Agreement are
provided on an unfunded basis and are not intended to meet the qualification
requirements of section 401 of the Code. The Company shall not be deemed to be a
trustee of any amounts to be paid under this Agreement and shall not be required
to segregate any assets with respect to benefits under this Agreement. Such
benefits shall be payable solely from the general assets of the Company.

                     13.6. Any failure at any time of either party to enforce
any provision of this Agreement shall not constitute a waiver of such provision,
or prejudice the right of either party to enforce such provision at any
subsequent time.

                     13.7. No agreements or representations, oral or otherwise,
expressed or implied, with respect to the subject matter hereof have been made
by either party which are not set forth expressly in this Agreement.

                     13.8. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York.

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                     13.9. The invalidity or unenforceability of any one or more
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

                     13.10. In the event of any action or proceeding between the
parties arising out of this Agreement, the Company will pay the costs of any
such legal proceedings including, but not limited to, the costs of Executive for
all expenses, including attorneys' fees, incurred in such action or proceeding.
Such costs and expenses shall be advanced to Executive currently as reasonably
required to continue such action or proceeding.

                                        EDO Corporation


                                        By:  JAMES M. SMITH
                                             -----------------------------------
                                             President



                                        Executive


                                                    WILLIAM J. FROST
                                             -----------------------------------
                                               William J. Frost





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