EDO Corporation Corporate Governance Guidelines
Adopted October 1, 2002
(as amended April 14, 2003 and further amended October 26, 2004)

Role and Composition of the Board of Directors

1. Board functions. Except for those matters reserved for decision by the Company’s shareholders, the Board of Directors is the ultimate decision-making body of the Company. The Board’s primary responsibility is to oversee the affairs of the company for the benefit of shareholders. It elects the senior management team, which is charged with the conduct of the Company’s business, acts as advisor and counselor to this team and monitors its performance. It is the general policy of the Board that all major decisions be considered by the Board as a whole.

2. Independent Directors. A majority of the Board members must be Independent Directors. "Independent Director" means a Director who is affirmatively determined by the Board of Directors to have no material relationship with the Company (either directly, or as a partner, shareholder or officer of an organization that has a relationship with the Company) in accordance with the regulations of the Securities and Exchange Commission and the New York Stock Exchange Corporate Governance Rules; the Board shall make such determination at least annually. Each Director whose independent status shall change during his or her tenure as a member of the Company’s Board of Directors shall promptly notify the Chairman of the Nominating and Governance Committee and the Company of such change.

3. New Director Orientation. The Company’s orientation process for new Board members includes written materials on the company and its policies, meetings with key management and visits to the Company’s major facilities.

4. Continuing Education. The Board shall keep current on the business and policies of the Company by periodic visits to the Company’s major facilities, and meetings with key management, and shall provide for its continuing education with respect to material matters affecting the company and the industries in which it operates.

5. Other Board Memberships. In evaluating the suitability of individual director candidates for election or re-election to EDO’s Board of Directors, the Nominating and Governance Committee and the Board will takes into account other demands on the time of a candidate including attendance at, preparedness for and participation in EDO Board and Committee meetings. Consideration is also given to actual or potential conflicts of interest which might arise from a Director’s service on another company’s Board of Directors. Consequently, directors are encouraged to limit the number of other boards of directors (including non-profit and non-public boards of directors) on which they serve and to consider potential conflicts of interest that might arise when considering an invitation to join another company’s board. Each director shall provide prior written notice to the Chairman of the Nominating and Governance Committee, with a copy to the Chairman of the Board and the Corporate Secretary, of his or her intention to accept an invitation to stand for election for or be appointed to the board of directors (or an advisory board) of another public or private company. If the Board determines, upon recommendation of the Nominating and Governance Committee, that the Director’s service on such other board would be incompatible with his or her service on EDO’s Board, the Chairman of the Nominating and Governance Committee shall so advise the Director. In such event the Director shall either resign from or withdraw as a nominee for reelection to EDO’s Board or remove him- or herself from consideration as a candidate by the other entity.

6. Change in Principal Occupation.Each Director whose principal occupation shall change during his or her tenure as a member of the Company’s Board of Directors shall promptly notify the Chairman of the Nominating and Governance Committee and the Corporate Secretary of the timing and nature of such change or impending change. If the Board, upon the recommendation of the Nominating and Governance Committee, determines that such Director’s service on the Company’s Board is no longer appropriate under the circumstances, the Chairman of the Nominating and Governance Committee shall so advise the Director, and in such event, the Director shall promptly resign from the Company’s Board of Directors.

Board Practices and Procedures

1. Agenda and Board Materials. The Chairman of the Board sets the agenda for Board meetings. Board members may suggest that particular items be placed on the agenda. Board materials that relate to the agenda should be provided to the Board sufficiently in advance of Board Meetings to allow for preparation for discussion of the items at the meeting. It is incumbent upon each Director to be familiar with the Company and its affairs, to review the materials distributed in connection with each meeting of the Board and each Committee on which the Director serves.

2. Access to Management and Advisors. In carrying out its responsibilities, the Board shall have such access to management of the Company (and members of management shall make themselves available to the Board) and such independent advisors as the Board deems necessary or appropriate to enable it to carry out its responsibilities.

3. Executive Sessions. It is the policy of the Board that non-management Directors meet regularly in Executive Session. Opportunities for these sessions are available following or preceding each regularly scheduled Board meeting. The chairmanship of the Executive Session will be rotated among the directors in alphabetical order based on last name. Each Executive Session Chair shall solicit from the Board suggestions for topics for discussion at the Executive Session and shall circulate an agenda for the meeting. The CEO may suggest to the Executive Session Chair a subject the CEO believes the Board should address in Executive Session and whether the CEO should be present during the subject’s discussion. The Executive Session Chair shall provide the CEO with appropriate feedback on the topics discussed at Executive Session, and the Executive Session Chair and the CEO shall together determine the best forum for providing the Board with the CEO’s responses or actions, if any. Particulars of any individual director’s comments should not be shared with the CEO, nor is it contemplated that minutes be recorded as this tends to limit candor and openness during Executive Sessions. However, any Committee reports discussed at the Executive Session shall be summarized by the Committee Chair at the regular Board Meeting and recorded in the meeting minutes. In addition, the Board shall take no formal action at the Executive Session that is not subsequently recorded in the minutes of the Regular Session of the Board Meeting.

4. Attendance of Non-Directors at Board Meetings. Regular attendance at Board meetings by Senior Executive Management is appropriate. The Chairman of the Board and Chief Executive Officer may invite additional people as attendees on a regular basis as appropriate to the agenda of the particular meeting.

5. Director Compensation. It is the policy of the Board of Directors that compensation of Directors shall be determined according to what is reasonable and customary for companies of like size in the same or similar industry. When considering significant changes in its own compensation, the Board shall obtain an independent third party evaluation of its compensation arrangements. Compensation may be in the form of an annual retainer and meeting fees, stock options and/or stock awards. Board members must take at least 25% of their compensation in EDO stock, and are encouraged to take all their compensation in the EDO common stock.

6. Self Evaluation. It is appropriate to increase Board effectiveness that the Board conduct an assessment on its performance on an annual basis. Such assessment should include issues of, skills, performance, industry experience and diversity.

7. Succession Planning. The Board plans for succession to the positions of Chairman of the Board and Chief Executive Officer as well as certain other senior management positions. To assist the Board, the Chief Executive Officer at least annually provides the Board with an assessment of senior managers and their potential to succeed the Chief Executive Officer as well as an assessment of potential successors to certain other senior management positions.

Committee Structure, Composition and Practices

1. Committees. The current Committees are the Audit Committee, Compensation Committee, Nominating and Governance Committee, Pension Investment Committee, Finance Committee and Management Development Committee. There may from time to time, be occasions in which the Board may want to form a new ad hoc or standing Committee depending upon circumstance.

a. Audit Committee. The Audit Committee shall be responsible for oversight of the Company’s financial reporting process, the systems and processes of internal control and compliance and the audit process as more particularly described in its charter.
b. Compensation Committee. The Compensation Committee reviews and approves compensation of corporate officers, administers stock option and long-term incentive plans, and recommends compensation of Directors to the board of Directors as more particularly described in its charter.
c. Nominating and Governance Committee. The Nominating and Governance Committee makes recommendations concerning the organization, size, composition and governance practices of the Board of Directors and its committees as more particularly described in its charter.
d. Pension Investment Committee. The Pension Investment Committee sets the investment policies, parameters and procedures for the investments of the assets of the Defined Benefit Pension Plans and for the withdrawal of funds to pay benefits, and reviews the performance of the investments and investment managers as more particularly described in its charter.
e. Management Development Committee. The Management Development Committee oversees the Company’s succession planning process and senior management development program as more particularly described in its charter. At least one member of the Compensation Committee shall serve on this Committee.
f. Finance Committee. The Finance Committee advises the Board with regard to capital structure and major financial policies, practices and objectives of the Company as more particularly described in its charter. At least one member of the Audit Committee shall serve on this Committee.

2. Assignment and Rotation of Committee Members. The Nominating and Governance Committee is responsible for the assignment of Board members to various Committees. The Board believes that Committee members and chairs should be rotated every 3-4 years so that each will have the opportunity to deepen his or her understanding of the Company.

3. Frequency, Length and Agenda of Committee Meetings. The Chair of each Committee, in consultation with the Chief Executive Officer, will determine the frequency, length and agenda for Committee meetings and, in consultation with appropriate members of management, will develop the Committee’s agenda for each meeting.

Communications with Shareholders and the Public

The Chief Executive Officer is responsible for establishing effective communications with the Company’s shareholders and other constituent groups such as customers, communities, suppliers, creditors, governments, bankers, rating agencies and analysts. It is the policy of the Board that management speaks for the Company. Shareholders and other interested parties who wish to make concerns known to the non-management Directors should communicate their concerns in writing addressed to the Chairman of the Nominating and Governance Committee or the Chairman of the Audit Committee at the Company’s corporate headquarters.

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