(k) “Plan” means this MPRI Long Term Deferred Incentive Plan as restated effective January 1,2009.**3. Annual Award Credit.**     (a) Amount of Annual Award Credit. No Annual Award Credits have been, or will be,made after January 1, 2007. The amount of a Participant’s Annual Award Credit made prior to thatdate was determined under the terms of the Participant’s Employment Agreement and was conditionedon the Company’s EBIT exceeding the amount set forth in the Employment Agreement. The AnnualAward Credit, if any, for a twelve-month period was credited to the Participant’s Account on theJuly 1st immediately following the end of such twelve-month period. The Annual AwardCredit, if any, for a period of less than twelve months was credited to the Participant’s Accounton the day immediately following the end of the period.     (b) Interest on Annual Award Amount. Each Annual Award Amount shall be credited withinterest beginning on the day (or if such day is not a business day, the next following businessday) on which the Annual Award Amount was credited to the Participant’s Account and ending on thelast business day of the month immediately preceding the day on which such Annual Award Amount isdistributed. Earnings shall be compounded and credited to a Participant’s Deferral Account eachday based on the U.S. Prime Rate in effect on the first business day of each calendar quarterpreceding the date on which the earnings are credited as reported in the Wall Street Journal orsuch other source as may be designated by the Committee.**4. Vesting.**     The Annual Award Credit for each year shall become vested at the rate of one-third on thefirst anniversary of the date the Annual Award Credit is credited to the Participant’s Account,one-third on the second anniversary of the date the Annual Award Credit is credited to theParticipant’s Account, and one-third on the third anniversary of the date the Annual Award Creditis credited to the Participant’s Account.     **5. Payment of Annual Award Credit**.     (a) Time of Payment. Each Annual Award Credit will be distributed on termination ofemployment or a specified date as elected by the Participant in accordance with Notice 2007-86,2007- 46 IRB 990, which election is irrevocable. In the event that a Participant failed to make avalid election with respect to an Annual Award Credit in accordance with Notice 2007-86, 2007- 46IRB 990, the Participant shall be deemed to have elected to receive such Annual Award Credit ontermination of employment. With respect to each Annual Award Credit that is payable ontermination of employment, the amount payable shall be paid on the date that is six monthsfollowing the termination of employment date.
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     (b) Form of Payment. Each Annual Award Credit will be distributed either in a lumpsum or annual installments over five, ten, fifteen or twenty years as elected by the Participant inaccordance with Notice 2007-86, 2007- 46 IRB 990, which election is irrevocable. In the event thata Participant failed to make a valid election with respect to an Annual Award Credit in accordancewith Notice 2007-86, 2007- 46 IRB 990, the Participant shall be deemed to have elected to receivesuch Annual Award Credit in a lump sum.     (c) Payment on Death. Each Participant must designate a beneficiary to receive adistribution of his vested Account balance if the Participant dies before such amount is fullydistributed to him. In the absence of a valid or effective beneficiary designation, theParticipant’s surviving spouse will be his beneficiary or, if there is no surviving spouse, theParticipant’s estate will be his beneficiary. Upon the Participant’s death prior to fulldistribution of his Account balance, the vested Account balance shall be paid to the Participant’sbeneficiary in accordance with the Participant’s election or deemed election under this Section 5.**6. Employment Termination.**     In the event of a voluntary termination of employment with the Company and its affiliates, orin the event of a termination by the Company other than for Cause, as defined in the EmploymentAgreement or due to Disability, as defined in the Employment Agreement, or death, any unvestedAnnual Award Credit will continue to vest in accordance with Section 4, provided that theParticipant abides by the covenants set forth in Section 7 of the Employment Agreement. In theevent of a termination by the Company for Cause, any unvested Annual Award Credit shall beforfeited. No additional Annual Award Credits will be credited to the Participant’s Accountfollowing the termination of employment date.**7. Administration.**     (a) This Plan shall be administered by the L-3 Retirement Plan Administrative Committee of L-3Communications Corporation or such other committee (comprised of members of the Board or executivesof the Company) as may be designated by the Board to administer this Plan. The committee thatadministers this Plan is referred to in this document as the “Committee”.     (b) The Committee has the full and exclusive discretion to interpret and administer the Plan.All actions, interpretations and decisions of the Committee are conclusive and binding on allpersons, and will be given the maximum possible deference allowed by law. Neither the Committeenor any member thereof shall be liable to any person for any action taken or omitted in connectionwith the interpretation or administration of the Plan.     (c) The Committee may delegate to any officer or employee of the Company or its affiliates theauthority to execute and deliver those instruments and documents and
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to take, or refrain from taking, all actions deemed necessary, advisable or convenient for theeffective administration of the Plan in accordance with its terms and purposes. The Committee mayalso appoint any other agent and delegate to such agent such powers and duties in connection withthe administration of the Plan as the Committee may deem appropriate. In making any determinationor in taking or not taking any action under the Plan, the Committee may obtain and rely upon theadvice of experts, including professional advisors to the Committee or the Company or itsaffiliates. No individual who is a Participant may participate in any decision specificallyrelating to his or her individual rights or benefits under the Plan.**8. Amendment or Termination.**     The Committee may amend or terminate the Plan provided that any such amendment does not reduceor increase any benefit to which a Participant has accrued and is otherwise entitled to under theterms of the Plan, nor accelerate the timing of any payment under the Plan, except as permittedunder Code Section 409A. The Plan shall     terminate on the date when no Participant (or Beneficiary) has any right to or expectation ofpayment of further benefits under the Plan.**9. Claims Procedure.**     (a) Any person claiming a benefit, requesting an interpretation or ruling under this Plan, orrequesting information under this Plan shall present the request in writing to the Committee, whichshall respond in writing within 90 days. The Committee may, however, extend the reply period foran additional ninety 90 days for special circumstances. If the claim or request is denied, thewritten notice of denial shall state (1) the reason for denial, with specific reference to the planprovisions on which the denial is based, (2) a description of any additional material orinformation required and an explanation of why it is necessary, and (3) an explanation of theclaims review procedure.     (b) Within 60 days after the receipt by a claimant of the written decision described above orthe expiration of the claims review period described above including any extension, the claimantmay request review by giving written notice to the Committee. The claim or request shall bereviewed by the Committee, which may, but shall not be required to, grant the claimant a hearing.On review, the claimant may have representation, examine pertinent documents, and submit issues andcomments in writing. If the claimant does not request a review within such sixty-day period, he orshe shall be barred from challenging the original determination.     (c) The decision on review shall normally be made within 60 days after the Committee’s receiptof a request for review. If an extension of time is required for a hearing or other specialcircumstances, the claimant shall be notified and the time limit shall be 120 days. The decisionshall be in writing and shall state the reason and the relevant plan provisions. All decisions onreview shall be final and binding on all parties concerned.
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     (d) In the event of any dispute over benefits under this Plan, all remedies available to thedisputing individual under this Section 9 must be exhausted, within the specified deadlines, beforelegal recourse of any type is sought.**10. Unfunded Status of the Plan.**     This Plan constitutes a contractual promise by the Company to make payments in the future, anda Participant’s rights shall be those of a general, unsecured creditor of the Company. AParticipant shall not have any beneficial interest in this Plan. Notwithstanding the foregoing, toassist the Company in meeting its obligations under this Plan, the Company may set aside assets ina trust described in Revenue Procedure 92-64, 1992-2 C.B. 422 (generally known as a “rabbi trust”),and the Committee may direct that the Company’s obligations under this Plan be satisfied bypayments out of such trust or trusts. It is the Company’s intention that this Plan be unfunded forfederal income tax purposes and for purposes of Title I of the Employee Retirement Income SecurityAct of 1974.**11. Nonalienability of Benefits.**     A Participant’s rights to benefit payments under this Plan shall not be subject in any mannerto anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, orgarnishment by creditors of the Participant or his Beneficiary.**12. No Guarantee of Employment.**     This Plan shall in no way obligate the Company to continue the employment of a Participantwith the Company or limit the right of the Company at any time and for any reason to terminate theParticipant’s employment. In no event shall this Plan constitute an employment contract betweenthe Company and a Participant or in any way limit the right of the Company to change aParticipant’s compensation or other benefits.**13. Other Plan Benefits.**     Amounts under this Plan shall not be treated as compensation for purposes of calculating theamount of a Participant’s benefits or contributions under any pension, retirement, or other planmaintained by the Company (or affiliate), except as provided in such other plan.**14. Tax Withholding.**     To the extent required by law, the Company shall withhold from benefit payments hereunder anyFederal, state, or local income or payroll taxes required to be withheld and shall furnish therecipient and the applicable government agency or agencies with such reports, statements, orinformation as may be legally required.**15. Receipt and Release for Payments.**
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     Any payment to a Participant, Beneficiary, or to any such person’s legal representative shallbe in full satisfaction of all claims that can be made under the Plan against the Company. TheCompany may require such Participant, Beneficiary, or legal representative as a condition precedentto such payment, to execute a receipt and release thereof in such form as shall be determined bythe Company.**16. Successors.**     The provisions of this Plan shall be binding upon and inure to the benefit of the Company, itssuccessors, and its assigns, and to the Participants and their heirs, executors, administrators,and legal representatives.**17. Governing Law.**     The validity of this Plan and any of its provisions shall be construed, administered, andgoverned in all respects under and by the laws of the Commonwealth of Virginia (including itsstatute of limitations and all substantive and procedural law, and without regard to its conflictof laws provisions), except as to matters of Federal law. If any provision of this instrumentshall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainingprovisions hereof shall continue to be fully effective.**18. Status of Plan as ERISA “Top Hat” Plan.**     The Plan is intended to be an unfunded plan maintained primarily for the purpose of providingdeferred compensation for a select group of management or highly compensated employees andindividuals within the meaning of Title I of the ERISA. The Plan will be administered andconstrued to effectuate this intent.     IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this MPRI Long Term Deferred Incentive Plan on the date indicated below.           L-3 Services, Inc.         Date:12/22/2008 By: /s/ Kenneth W. Manne            Title: Vice President          
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