FAIRCHILD CORP
E. STEINER EMPLYMENT CONTRACT
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<FILENAME>esteiner.txt
<DESCRIPTION>E. STEINER EMPLYMENT CONTRACT
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         The Fairchild Corporation
         110 East 59th Street, 31st Floor New York, NY 10022 212-308-6700 / Fax:
         212-888-5674



Jeffrey J. Steiner
Chairman & Chief Executive Officer

                                                                January 22, 2003

Dr. Eric I. Steiner The Fairchild Corporation 45025 Aviation Drive, Suite 400
Dulles, VA  20166

         RE:      Amendment to Employment Agreement dated February 27, 1998

Dear Eric:

You and The Fairchild Corporation (the "Company") have entered into an
Employment Agreement dated as of August 1, 2000 (the "Employment Agreement"),
regarding the terms of your employment with the Company. This letter constitutes
an "Amendment" to the Employment Agreement. Capitalized terms used but not
otherwise defined herein have the meaning ascribed to them in the Employment
Agreement. This Amendment is entered into in order to induce your continued
employment with the Company, and for other valuable consideration, the receipt
and adequacy of which are acknowledged by both parties.

Satisfaction of Change of Control Payment Obligations: Section 9 of the
Employment Agreement provides that in the event of a Company Change of Control
you shall be entitled to a Change of Control Payment and your employment shall
terminate; and in the event of a Fairchild Fasteners Change of Control, you
shall be entitled to a receive a Change of Control Payment and the Company may
(but shall not be required to) elect to terminate your employment.

On December 3, 2002, Fairchild Fasteners was acquired by Alcoa Inc. (the "Alcoa
Transaction"). In connection with the Alcoa Transaction, and the relinquishment
of your rights to any future change of control payments under your existing
Employment Agreement, the Company's Board of Directors has agreed that you are
entitled to a change of control payment in the aggregate amount of $5,434,000.
Fifty percent (50%) of such payment will be made to you in January 2003. The
remaining 50% shall be paid to you in four equal quarterly installments, with
the first installment to be made on March 3, 2003.

By executing this Amendment, you agree that the payments made or to be made to
you in connection with the Alcoa Transaction (as provided in the paragraph
above) fully satisfy the Company's obligations under Section 9 of the Employment
Agreement. You also agree that the Company shall have no further payment
obligations to you under Section 9 of the Employment Agreement, irrespective of
any future Change of Control, and that Section 9 shall be deemed deleted, in its
entirety, from the Employment Agreement effective as of the date hereof.

The Company did not elect to terminate your employment in connection with the
Alcoa Transaction.

Effect of Amendment: Except as amended hereby, the Employment Agreement shall
remain in full force and effect.

Governing Law: This Amendment shall be governed by Delaware law, without regard
to its conflict of law provisions.

Amendments and Waivers. This Amendment may not be amended or waived except in
writing, signed by the person against whom such amendment or waiver or sought to
be enforced.

Subject to Board Ratification. This Amendment is conditioned on approval and
ratification by the Company's Board of Directors. In the event such approval and
ratification is not obtained on or before March 31, 2003, this Amendment shall
be null and void.

Please acknowledge your agreement with the terms of this Amendment by signing
the attached copy and returning same to The Fairchild Corporation (Attention,
Mary Shaw.) This Amendment shall be effective as of the date of your acceptance
or upon the approval and ratification by the Company's Board of Directors
(whichever occurs last).


                                    Very truly yours,

                                    THE FAIRCHILD CORPORATION


                                    By:     /s/ JEFFREY J. STEINER
                                            ----------------------
                                            Jeffrey J. Steiner
                                            Chairman & Chief Executive Officer


ACCEPTED AND AGREED

/s/ ERIC I. STEINER                 Date: January 22, 2003
-------------------
Eric I. Steiner


Date of Board Approval And Ratification: February 6, 2003
                                         ----------------


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