Corporate Governance

Charter of the Audit Committee of the Board of Directors EDO Corporation

I. STATEMENT OF PURPOSE
The Audit Committee shall assist the Board in fulfilling its responsibility to oversee management regarding (i) the integrity of EDO’s financial statements, (ii) the Company’s system of internal controls over financial reporting and disclosure controls and procedures (iii) EDO’s compliance with legal and regulatory requirements, (iii) the independent auditor’s engagement, qualifications, compensation and independence, (iv) the performance of EDO’s internal audit and internal auditors, (v) the application of the Company’s Code of Ethical Business Conduct as established by management and the Board of Directors and (vi) the preparation of the report required by SEC rules to be included in EDO’s annual proxy statement. In performing its duties, the Committee will maintain effective working relationships with the Board of Directors, Management and the external auditors.

II. ORGANIZATION AND QUALIFICATION OF COMMITTEE MEMBERS
A. Independence: The Committee shall be comprised of three or more Directors each of whom shall be "independent" within the meaning of the Sarbanes-Oxley Act of 2002 and the applicable listing standards of the New York Stock Exchange. Committee members shall be appointed by and serve at the pleasure of the Board of Directors. A Committee Chairman shall be designated by the Board of Directors.

B. Financial Literacy: All Committee members shall be financially literate and at least one Committee member shall be an "audit committee financial expert" as defined under applicable SEC rules. To effectively perform his or her role, each Committee Member will obtain an understanding of the detailed responsibilities of Committee membership as well as EDO business, operations and risks.

C. Service on Multiple Audit Committees. No Committee member may serve on the Audit Committee of more than three public companies (including EDO) unless the Board of Directors determines that such simultaneous service will not impair such member’s ability to serve effectively as a member of the Committee. Such determination shall be disclosed in the annual proxy statement.

III. MEETINGS
Meetings of the Committee shall be held not less than quarterly. In furtherance of its purpose, the Committee shall provide sufficient opportunity for the external auditors and Management to meet with the Committee in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately. The Committee shall make regular reports and appropriate recommendations to the Board of Directors.

IV. ROLE AND RESPONSIBILITIES
A. Role

The Committee’s role is one of oversight. While the Committee has the responsibilities and the powers set forth in this Charter, it is not the duty of the Committee to conduct audits, to prepare the financial statements or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditors.

B. Internal Control

1. Require that EDO maintain an internal control function and report quarterly to the Committee on (i) the design and operation of EDO’s internal controls and (ii) the scope and nature of the internal audit program and the role and responsibilities of the internal auditors and (iii) any fraud involving management or other employees who have a significant role in EDO’s internal controls.

2. Review and discuss with management and the independent auditor (a) the adequacy of the company’s internal controls over financial reporting and disclosure controls and procedures, (b) management’s annual assessment of the Company’s internal control over financial reporting and (c) the independent auditor’s annual attestation report regarding management’s annual assessment of the Company’s internal control over financial reporting.

3. Establish procedures for the receipt, retention and treatment of complaints received by EDO regarding accounting, internal controls or auditing matters, including the confidential, anonymous submission by employees regarding questionable accounting or auditing matters.

4. Monitor whether internal control recommendations have been implemented by Management.

5. Periodically review, (ii) the security of computer systems and applications and (iii) the contingency plan for processing financial information in the event of a systems breakdown.

C. Financial Reporting

1. Meet with Management and the internal and external auditors to review annual and quarterly financial statements and releases, prior to issuance or filing, issues related thereto and the results of the external auditors’ annual audit or quarterly review, as the case may be, and make recommendations to the Board of Directors and report, as may be required, in the Company’s filings.

2. Review with Management and the external auditors significant risks and exposures and the plans to minimize such risks.

3. Discuss significant judgments made as to asset and liability valuations with management and the external auditors.

4. Review Management’s disposition of proposed audit adjustments identified by the external auditors.

5. Require that the external auditors communicate their judgment regarding the integrity of the financial statements to the Committee.

6. To gain insight into the fairness of the statements and disclosures, obtain views and where appropriate, explanations from Management and from the external auditors on whether: generally accepted accounting principles have been consistently applied; there are any significant or unusual events or transactions; the Company’s financial and operating controls are functioning effectively; and the financial statements contain adequate and appropriate disclosures.

7. Periodically review Management’s report of the status of the company’s pension asset investments and periodically undertake a review of pension liabilities and obligations.

D. External Audit

1. Discuss the accounting treatments, policies and practices used by the external auditors and alternatives to same within GAAP that have been discussed with management; discuss communications between management and external auditors. Review the external auditors’ proposed audit scope and approach. Require that significant findings and recommendations made by the external auditors are received and discussed on a timely basis.

2. Select and appoint the external auditors; review the performance of the external auditors.

3. Review and obtain from external auditors confirmation of their independence.

4. Review and approve annually the fee arrangements for both audit and non-audit services with the external auditors.

5. Review and approve all audit services and non-audit services provided by external auditors.

6. Resolve disagreements, if any, between Management and the independent external auditors.

E. Legal and Ethical Business Conduct Code Compliance

1. Review periodically and discuss with the General Counsel (a) legal and regulatory matters that may have a material impact on the company’s financial statements and (b) the scope and effectiveness of the company’s legal and regulatory compliance policies and programs.

2. Review periodically and discuss with the Chair of the Company’s Ethics Committee reports on the Company’s Ethical Business Conduct Policy and compliance program.

Other Responsibilities

1. Perform other oversight functions as requested by the full Board of Directors.

2. Periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

3. Engage independent counsel and other advisors as are necessary to the performance of the Committee’s duties.

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