AGREEMENT made this 21st day of March 2002 by and between EDO Corporation,

a New York Corporation having its office and principal place of business at 60

East 42nd 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 E TH:



      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:

{PAGE}

                                     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 expire as of December 31, 2003; provided however,

in the event there is an intervening Change in Control, such expiration 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 expire 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.



      3. This Agreement may be renewed each year by mutual consent of the

Company and Executive by the issuance of a letter of notification and agreement

to that effect.



                                    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

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