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

Exhibit 10.1

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 Peter A. Cohen on 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 28, 2009, 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 28, 2009, each of the Stock Option Agreements is amended as follows:

1.  Section 6 is deleted in its entirety and replaced with the following: