EDO Corporation
                        Compensation Plan for Directors

1. Purpose.

The Purpose of the EDO Corporation (the "Company") Compensation Plan for
Directors (the "Plan") is to provide one-half of Director's retainer in the
form of Company Common Shares, and also to provide its Directors with the
opportunity to defer receipt of their cash compensation to a future date.  The
Company has adopted this Plan in recognition of the valuable services of these
Directors and the desire to increase the alignment of the interests of
Directors with those of shareholders and to provide them with additional
flexibility in their personal financial planning.

2. Compensation in Stock

One-half of a Director's retainer shall be paid in Common Shares of the
Company.  Such shares shall be distributed on the last Friday of each quarter
in an amount equal to one-half of a Director?s earned quarterly retainer based
on the Fair Market Value on such date.  A Director may elect to receive any or
all of the remainder of any cash compensation due such Director in the form of
Common Shares of the Company by election made in the same manner and under
comparable irrevocable terms as election for the deferral feature.  Such
additional Common Shares shall be distributed at the same time and in the same
manner as those for one-half of the Director?s retainer.

3. Eligibility for Deferral Feature.

Any Director of the Board of the Company who receives compensation for his or
her services on the Board is eligible to participate in the deferral feature of
the Plan.

4. Election to Participate in Deferral Feature.


(a) Any eligible Director may elect, prior to the beginning of each calendar
year, but no later than December 31st of the preceding year, to participate in
the deferral feature of the Plan and defer receipt of either all or part of the
cash compensation that would otherwise have been payable to him or her for
services as a Director (including his or her annual retainer, committee and
meeting fees) to a distribution date defined in Section 6. A new Director may
make an election with respect to future cash compensation including cash
compensation earned in the first year of eligibility, within 30 days after
becoming eligible.

(b) The election will be made on a written form called a "Notice of Election"
signed by the Director and delivered to the Secretary of the Company.  This
election will continue in effect for future years in which the Director is
eligible to participate unless the Director submits a written request revoking
or revising his or her election on a Notice of Election form.

Any revocation or revised deferral election will be applicable only to
compensation the Director may earn for services performed in the future and
will be effective as of January 1st of the year specified, provided that the
signed Notice of Election form has been received by the Company by December
31st of the preceding calendar year.

(c) Nothing in this Section prevents a Director from filing an election not to
participate for a calendar year and thereafter filing another election to
participate in the deferral feature of the Plan for any subsequent calendar
year.

5. Deferral Accounts.

A deferred compensation account will be established for each Director
participating in the deferral feature ("Participant") as a bookkeeping
instrument.  Credits will be made to a Participant's account on the same dates
compensation would have otherwise been paid to him or her currently.
Compensation can be deferred in the form of cash or stock.  Cash deferrals will
be credited with interest, compounded quarterly, until distribution is made in
full.  The interest rate for purposes of this deferral feature of the Plan will
be the most recent published average one-year U.S.  Treasury Bill rate as
published by the Federal Reserve Board on the day interest is computed.
Deferrals in the form of stock will be converted to stock units based on the
closing reported sales price of EDO Common Shares par value $1 ("Common
Shares"), on the New York Stock Exchange (consolidated trading) (the "Fair
Market Value") on the day that monies would have otherwise been paid.  Stock
units will be credited with cash or stock dividends that will be converted into
stock units based on the Fair Market Value on these dates.


6. Distribution of Deferred Compensation.

Amounts deferred and accumulated interest or dividends will be credited to a
Participant's account and be paid out according to either of two schedules:  a
lump sum, or in annual installments not to exceed 10 years.  The Participant
will indicate his or her choice of payment schedule on the election form.
Payment(s) will commence on January 1st of the following year in which the
Participant ceases to be a Director of the Company, or the date specified by
the Participant in his or her election form.  Stock units or cash amounts held
pending distribution shall continue to accrue dividends or interest as provided
in Section 5 until the date of distribution.  Any tax required by any
governmental authority to be withheld shall be deducted from each distribution
under the deferral feature of the Plan.  Distribution of stock units shall be
in Common Shares, or, at the election of the Participant, in the cash
equivalent at the Fair Market Value on the date of distribution.

Any modification of a prior election to receive Common Shares or cash payment
in a lump sum distribution or in annual installments shall, be made no later
than the end of the calendar year preceding the year in which the Participant
ceases to serve as a Director.

7. Designation of a Beneficiary.

Each Participant will designate one or more beneficiaries to receive all
amounts due upon his or her death.  If a Participant designates more than one
beneficiary, any cash or stock payments to such beneficiaries shall be made in
equal shares unless the Participant has designated otherwise.  In the absence
of any designated beneficiary, all compensation accrued to the date of death
will be paid to the Participant's estate.  Any beneficiary designation, change
or cancellation may be made in writing at any time.

A Participant shall bear full responsibility for the accuracy and legal
sufficiency of his or her beneficiary designation.

8. Change in Distribution Schedule.


(a) In the event of death, or permanent disability of a Participant before full
payment has been made, the Committee (as defined below) in its sole discretion
shall be permitted to pay the balance of any deferred amount in one lump sum to
the Participant or his or her designated beneficiary regardless of any
distribution schedule the Participant has requested.

(b) The Participant will be considered disabled for the purposes of this Plan
if the administrative Committee determines, based on medical evidence, that the
Participant is disabled, mentally or physically, and is, therefore, unable to
continue his or her services to the Company.

9. Administration of the Plan.

The Plan will be administered by the Compensation Committee of the Board of
Directors (the "Committee") which will consist of not less than three members
selected by the Board.  This administrative Committee will have the right to
interpret the provisions of the Plan.  However, no Director may participate in
any decision which would specifically affect his or her own deferral account.
All decisions regarding payments or amendments to the Plan will be subject to
the approval of the Board of Directors of the Company.

10.  Rights of a Participant.

Income deferred under this Plan will not be segregated from the general funds
of the Company and no Participant will have any claim on any specific assets of
the Company.  To the extent that any Participant acquires a right to receive
benefits under this Plan, his or her right will be no greater than the right of
any unsecured general creditor of the Company and is not assignable or
transferable except to his or her beneficiary or estate as defined in Section
7.

11.  Amendment and Termination.

(a) The Plan may be amended from time to time by resolution of the Board of
Directors to comply with changes in the laws of the State and Federal
Government having jurisdiction over the Company.  The amendment of any one or
more provisions of the Plan shall not affect the remaining provisions of the
Plan.  No amendment shall reduce any benefits accrued by any Participant prior
to the amendment.

(b) The Board of Directors has the right to alter the method of crediting
dividends or interest to deferral accounts or to cease crediting future
dividends or interest at any time.


(c) The Board of Directors has the right to terminate the Plan at any time.
Any amount accumulated prior to the Plan's termination will continue to be
subject to the provisions of the Plan.

12.  Arbitration of Disputes.

Any disagreement, dispute, controversy or claim arising out of, or relating to,
this Plan or interpretation or validity hereof shall be settled exclusively and
finally by arbitration.  The arbitration shall be conducted in accordance with
the commercial arbitration rules of the American Arbitration Association.

13.  Notices.

Notices and elections under this Plan must be in writing.  A notice or election
is deemed delivered if it is delivered personally or if it is mailed by
registered or certified mail to the person at his or her last known business
address.

14.  Applicable Law.

This Plan shall be interpreted under the laws of the State of New York without
reference to its conflict of law rules.