Directors Stock Option Plan – L-3 Communications

AMENDED AND RESTATED 1998 DIRECTORS STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS OF L-3 COMMUNICATIONS HOLDINGS,
INC.AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENTS

WHEREAS, L-3 Communications Holdings, Inc. (“L-3”) has previously maintained
the Amended And Restated 1998 Directors Stock Option Plan for Non-Employee
Directors of L-3 Communications Holdings, Inc. (the “Plan”); WHEREAS, L-3
granted stock options under the Plan to John M. Shalikashvili on April 22, 2002,
April 27, 2004, April 26, 2005, April 25, 2006, April 2, 2007 and April 1, 2008,
the terms of which were governed by individual Nonqualified Stock Option
Agreements entered into on the applicable grant dates (collectively, the “Stock
Option Agreements”); and WHEREAS, on April 26, 2011, the Compensation Committee
of the Board of Directors of L-3, acting pursuant to Section 10(a) of the Plan,
approved the amendment of the Stock Option Agreements as contemplated hereunder.
NOW THEREFORE, effective as of April 26, 2011, each of the Stock Option
Agreements is amended as follows:

In the event of the Optionee153s death, the Option shall become immediately
fully exercisable as to 100% of the Shares subject to the Option, and the
executor or administrator of the estate of the Optionee or the person or persons
to whom the Option shall have been validly transferred by the executor or the
administrator pursuant to will or the laws of descent or distribution shall have
the right at any time during the Exercise Term to exercise the Option, subject
to any other limitation contained herein on the exercise of the Option in effect
at the date of exercise. If the Optionee is removed as a director of the Company
for cause, the Option shall terminate as of the effective date of termination of
the Optionee153s service as a director, whether or not exercisable. The Option
shall not be affected by any other termination of the Optionee153s service as a
director, whether as a result of a resignation, disability or otherwise.

After the death of the Optionee, any exercisable portion of the Option may be
exercised by the Optionee153s personal representative or by any person empowered
to do so under the Optionee153s will or under the then applicable laws of descent
and distribution.

Michael T. Strianese President and Chief Executive Officer

Steven M. Post Senior Vice President, General Counsel and Corporate Secretary v