AMENDED AND RESTATED 1998 DIRECTORS STOCK OPTION PLAN
                          FOR NON-EMPLOYEE DIRECTORS OF
                        L-3 COMMUNICATIONS HOLDINGS, INC.

1.   Purpose of the Plan

     The 1998 Directors Stock Option Plan for Non-Employee Directors of L-3
Communications Holdings, Inc. (the "Plan") is designed:

     (a) to promote the long-term financial interests and growth of L-3
Communications Holdings, Inc. (the "Corporation") and its Subsidiaries by
attracting and retaining Non-Employee Directors with the training, experience
and ability to enable them to make a substantial contribution to the success of
the Corporation's business; and

     (b) to further the alignment of interests of Non-Employee Directors with
those of the stockholders of the Corporation through opportunities for increased
stock, or stock-based, ownership in the Corporation.

2.   Definitions

     As used in the Plan, the following words shall have the following meanings:

     (a) "Board of Directors" means the Board of Directors of the Corporation.

     (b) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Committee" means the Compensation Committee of the Board of Directors.

     (d) "Common Stock" or "Share" means common stock, par value $.01 per share
of the Corporation.

     (e) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (f) "Fair Market Value" means, unless otherwise defined in an Option
Agreement, the closing price of the Common Stock as reported on the composite
tape of New York Stock Exchange issues (or if, at the date of determination, the
Common Stock is not so listed or if the principal market on which it is traded
is not the New York Stock Exchange, such other reporting system as shall be
selected by the Committee) on the relevant date, or, if no sale of the Common
Stock is reported for that date, the next preceding day for which there is a
reported sale.

     (g) "Non-Employee Director" means a director of the Corporation who is not
(i) an employee of the Corporation or any of its Subsidiaries, (ii) a director,
officer or employee of any entity that owns, beneficially or of record, directly
or indirectly, 10% or more of the Common Stock outstanding on the date of grant
of the Option or (iii) a person that owns, beneficially or of record, directly
or indirectly, 10% or more of the Common Stock outstanding on the date of grant
of the Option.


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     (h) "Option Agreement" means an agreement of the Corporation for the
benefit of a Participant that sets forth or incorporates by reference the terms,
conditions and limitations applicable to a grant of Options pursuant to the
Plan.

     (i) "Option" means an option to purchase shares of the Common Stock granted
to a Participant pursuant to Section 6, which will not be an "incentive stock
option" (within the meaning of Section 422 of the Code).

     (j) "Participant" means a Non-Employee Director to whom one or more grants
of Options have been made and such grants have not all been forfeited or
terminated under the Plan.

     (k) "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Corporation if each of the corporations, or
group of commonly controlled corporations, other than the last corporation in
the unbroken chain then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

3.   Stock Subject to the Plan

     (a) Subject to the provisions of Section 8 and this Section 3, the maximum
number of shares of Common Stock in respect of which Options may be granted is
400,000. If and to the extent that an Option shall expire, terminate or be
cancelled for any reason without having been exercised, the shares of Common
Stock subject to such expired, terminated or cancelled portion of the Option
shall again become available for purposes of the Plan.

     (b) Shares of Common Stock deliverable under the terms of the Plan may be,
in whole or in part, authorized and unissued shares of Common Stock, or issued
shares of Common Stock held in the Corporation's treasury, or both.

     (c) The Corporation shall at all times reserve a number of shares of Common
Stock (authorized and unissued shares of Common Stock, issued shares of Common
Stock held in the Corporation's treasury, or both) equal to the maximum number
of shares of Common Stock that may be subject to outstanding Option grants and
future Option grants under the Plan.

4.   Administration of the Plan

     (a) The Plan shall be administered by the Committee or a subcommittee
appointed by the Committee. The Committee may adopt its own rules of procedure,
and action of a majority of the members of the Committee taken at a meeting, or
action taken without a meeting by unanimous written consent, shall constitute
action by the Committee. The Committee shall have the power and authority to
administer, construe and interpret the Plan, to make rules for carrying it out
and to make changes in such rules. Any such interpretations, rules and
administration shall be consistent with the basic purposes of the Plan.

     (b) As to decisions in respect of Participants who are subject to Section
16 of the Exchange Act, the participating members of the Committee administering
the Plan shall include only those members of the Committee who are non-Employee
Directors (as defined in Rule 16b-


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3 promulgated under the Exchange Act).

     (c) Unless in contravention to any laws, rules and regulations governing
the Plan, including the Exchange Act, the Committee may delegate to the Chief
Executive Officer and to other senior officers of the Corporation its duties
under the Plan subject to such conditions and limitations as the Committee shall
prescribe; provided that under no circumstances may the Chief Executive Officer
or any other senior officer be delegated the authority to approve or award the
grant of an Option, except as permitted under New York and Delaware law.

     (d) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons in respect of the administration of the
Plan, who may be employees of the Corporation or outside advisers to the
Corporation. The Committee, the Corporation, and the officers and directors of
the Corporation shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon all Participants, the Corporation and all other interested persons. No
member of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or Option grants,
and all members of the Committee shall be fully protected, indemnified and held
harmless by the Corporation with respect to any such action, determination or
interpretation.

5.   Eligibility

     Option grants may be made under this Plan only to Non-Employee Directors of
the Corporation. The terms, conditions and limitations of each Option grant
under the Plan shall be set forth or incorporated by reference in an Option
Agreement, in a form approved by the Committee, consistent, however, with the
terms of the Plan; provided, however, that such Option Agreement shall contain
or incorporate by reference provisions dealing with the treatment of Option
grants in the event of the termination, death or disability of a Participant,
and may also include provisions concerning the treatment (including acceleration
of vesting) of Option grants in the event of a change of control of the
Corporation.

6.   Grants

     (a) Non-Employee Directors shall receive Option grants (each, a "Grant") at
such times and for such number of shares of Common Stock as shall be determined
from time to time by the Board of Directors (and/or the Committee to the extent
such authority is delegated thereto in whole or in part by the Board of
Directors).

     (b) The Options contained in each Grant shall be subject to vesting in
three equal annual installments on the first three anniversaries of the grant
date, such that 1/3 of the shares of Common Stock contained in such Grant shall
vest on the first anniversary of the date of grant, so long as the Participant
has had continuous service as a Non-Employee Director of the Corporation through
the first anniversary, 1/3 of the shares of Common Stock contained in such Grant
shall vest on the second anniversary on the date of grant so long as the
Participant has had continuous service as a Non-Employee Director of the
Corporation through the second anniversary, and 1/3 of the shares of Common
Stock contained in such Grant shall vest on the third anniversary on the date of
grant so long as the Participant has had continuous service as a Non-Employee
Director of the Corporation through the third anniversary. All vested Options


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shall be exercisable through the tenth anniversary of the grant date, after
which such unexercised Options shall expire. All Options shall have an exercise
price equal to the Fair Market Value of the Common Stock on the grant date.

     (c) At or prior to the time of the grant of each Option the Committee shall
determine, and shall include or incorporate by reference in the Option
Agreement, such other conditions or restrictions on the grant or exercise of the
Option as the Committee deems appropriate. In addition to other restrictions
contained in the Plan, an Option granted under this Section 6, may not be
exercised more than ten years after the date it is granted.

     (d) The exercise price of an Option shall be paid in full at or prior to
the time of the delivery of shares of Common Stock (i) in cash, (ii) through the
surrender of previously acquired shares of Common Stock having a Fair Market
Value on the exercise date equal to the exercise price of the Option, (iii)
through the withholding by the Company (at the election of the Participant) of
shares of Common Stock (that would otherwise be issuable upon the exercise
price) having a Fair Market Value on the exercise date equal to the exercise
price of the Option, (iv) by check or (v) by a combination of (i), (ii), (iii)
and (iv). If shares of Common Stock are surrendered by the Participant or
withheld by the Company, the Company shall be permitted to withhold such amounts
as may then be required by the Code or applicable regulations thereunder, as
provided in Section 11.

7.   Limitations and Conditions

     (a) No Options shall be granted under the Plan beyond ten years after the
effective date of the Plan, but the terms of Options granted on or before the
expiration of the Plan shall extend beyond such expiration, as provided in
Section 6(b) above. At the time an Option is granted or amended or the terms or
conditions of an Option are changed, the Committee may provide for limitations
or conditions on such Grant.

     (b) Nothing contained herein shall affect the right of the Corporation or
its directors or stockholders to remove any Non-Employee Director in accordance
with the Certificate of Incorporation, By-laws of the Corporation or applicable
law.

     (c) Other than by will or by the laws of descent and distribution, no
benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so shall be void, except that Options may be transferred to and
exercised by a family member or family members of a Participant, or transferred
to an irrevocable trust or trusts (or other similar estate planning entity or
entities) established for the benefit of a Participant and/or one or more of the
Participant's family members. No such benefit shall, prior to receipt thereof by
the Participant, be in any manner or subject to attachment, satisfaction or
discharge of the debts, contracts, liabilities, engagements, or obligations
arising in respect of torts of the Participant. The designation of a beneficiary
hereunder shall not constitute a transfer prohibited by the foregoing
provisions.

     (d) Participants shall not be, and shall not have any of the rights or
privileges of, stockholders of the Corporation in respect of any shares of
Common Stock purchasable in connection with any Option grant unless and until
such Option has been exercised in accordance with the terms of this Plan and any
applicable Option Agreement.


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     (e) During the lifetime of a Participant, an election as to benefits and/or
the exercise of Options may be made only by such Participant or by his or her
guardian, trustee or other legal representative, except that grants of Options
may be transferred to and exercised by a family member or family members of a
Participant, or transferred to an irrevocable trust or trusts (or other similar
estate planning entity or entities) established for the benefit of a Participant
and/or one or more of the Participant's family members.

     (f) Absent express provisions to the contrary, any grant of Options under
this Plan shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Corporation or its Subsidiaries
and shall not affect any benefits under any other benefit plan of any kind now
or subsequently in effect under which the availability or amount of benefits is
related to level of compensation. This Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.

     (g) Unless the Committee determines otherwise, no benefit, Option or other
promise under the Plan shall be secured by any specific assets of the
Corporation or any of its Subsidiaries, nor shall any assets of the Corporation
or any of its Subsidiaries be designated as attributable or allocated to the
satisfaction of the Corporation's obligations under the Plan or any applicable
Option Agreement.

8.   Adjustments

     In the event of any change in the outstanding Common Stock by reason of a
stock split, spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, change of control, or similar event (including,
without limitation, an extraordinary cash dividend), the Committee shall adjust
appropriately and equitably the number of Shares subject to the Plan and
available for or covered by Option grants and exercise prices related to
outstanding Option grants and make such other revisions to outstanding Option
grants as it deems, in its sole discretion, are equitably required.


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9.   Merger, Consolidation, Exchange, Acquisition, Liquidation or Dissolution

     In its absolute discretion, and on such terms and conditions as it deems
appropriate, coincident with or after the grant of any Option, the Committee may
provide that such Option cannot be exercised after the merger or consolidation
of the Corporation into another corporation, the exchange of all or
substantially all of the assets of the Corporation for the securities of another
corporation, the acquisition by another corporation of 80% or more of the
Corporation's then outstanding shares of voting stock or the recapitalization,
reclassification, liquidation or dissolution of the Corporation, and if the
Committee so provides, it shall also provide, either by the terms of such Option
or by a resolution adopted prior to the occurrence of such merger,
consolidation, exchange, acquisition, recapitalization, reclassification,
liquidation or dissolution, that, for a period of at least thirty (30) days
prior to such event, such Option (whether or not vested) shall be exercisable as
to all Shares subject thereto, notwithstanding anything to the contrary herein
(but subject to the provisions of Section 6(b)) and that, upon the occurrence of
such event, such Option shall terminate and be of no further force or effect;
provided, however, that the Committee may also provide, in its absolute
discretion, that even if the Option shall remain exercisable after any such
event, from and after such event, any such Option shall be exercisable only for
the kind and amount of securities and/or other property, or the cash equivalent
thereof, receivable as a result of such event by the holder of a number of
shares of Common Stock for which such Option could have been exercised
immediately prior to such event.

10.  Amendment and Termination

     (a) The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Option grants as are consistent
with this Plan provided that, except for adjustments under Section 8 or 9
hereof, no such action shall modify such Option grant in a manner adverse to the
Participant without the Participant's consent.

     (b) The Board of Directors may at any time amend, suspend or terminate this
Plan, subject to any stockholder approval that may be required under applicable
law. Notwithstanding the foregoing, no such action, other than an action under
Section 8 or 9 hereof, may be taken that would change the exercise price of
outstanding Options, change the requirements relating to the Committee, or
(without obtaining stockholder approval) extend the term of the Plan.

11.  Withholding Taxes

     The Corporation shall have the right to deduct from any cash payment made
under the Plan any federal, state or local income or other taxes required by law
to be withheld with respect to such payment. It shall be a condition to the
obligation of the Corporation to deliver shares of Common Stock upon the
exercise of an Option that the Participant pay to the Corporation such amount as
may be requested by the Corporation for the purpose of satisfying any liability
for such withholding taxes at or prior to the time of the delivery of such
shares of Common Stock. Any Option Agreement may provide that the Participant
may elect, in accordance with any conditions set forth in such Option Agreement,
to pay a portion or all of such withholding taxes in shares of Common Stock.


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12.  Effective Date and Termination Dates

     The Plan shall be effective on and as of the date of its approval by the
Board of Directors of the Corporation and shall terminate ten years later,
subject to earlier termination by the Board of Directors pursuant to Section 10.

13.  Governing Law

     The validity, interpretation, construction and performance of this Plan and
all Option Agreements hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York.

14.  Severability

     If any provisions of this Plan or any applicable Option Agreement shall be
held by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.





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