Executive Compensation Committee

Charter of the Executive Compensation Committee
of the Board of Directors of DRS Technologies, Inc.
Amended As of May 10, 2007

Purpose of the Committee

The purposes of the Executive Compensation Committee ("Committee") of the Board of Directors ("Board") of DRS Technologies, Inc. ("Company") shall be to oversee the Company's compensation and employee benefit plans and practices, including its executive compensation plans and its incentive-compensation and equity-based plans, and to administer these plans as provided in the plans; to establish the compensation of its senior executive officers; to review and discuss with management the Company's compensation discussion and analysis ("CD&A") to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC"); and to prepare the Compensation Committee Report as required by the rules of the SEC.

Composition of the Committee

The Committee shall consist of three or more directors as determined from time to time by the Board.  Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the New York Stock Exchange (“NYSE”) and any additional requirements that the Board deems appropriate.  Members of the Committee also shall qualify as "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. In respect of matters requiring action by “outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code"), the Committee may either direct any member not qualifying as an “outside director” within the meaning of Section 162(m) of the Code to recuse from consideration of such matter or may appoint a subcommittee comprised of all “outside directors” to consider and act upon such matter.

The chairperson of the Committee shall be designated by the Board provided that if the Board does not so designate a chairperson, the members of the Committee shall designate a chairperson.

Any vacancy on the Committee shall be filled by the Board, and a member of the Committee may be removed by the Board at any time with or without cause.

Meetings and Procedures of the Committee

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but at least twice annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

After due notice, a majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

Any action by the Committee may be taken by unanimous written consent of the members of the Committee.
The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.

Duties and Responsibilities of the Committee

Executive Compensation

The duties and responsibilities of the Committee with respect to the Company's executive compensation plans are:

• To review, at least annually, the goals and objectives of the Company's executive compensation plans, and amend these goals and objectives if the Committee deems it appropriate.
  
  
• To review, at least annually, the Company's executive compensation plans in light of the Company's goals and objectives with respect to such plans, and, if the Committee deems it appropriate, adopt new or the amendment of existing executive compensation plans.
  
  
• To evaluate annually the performance of the Chief Executive Officer and the Company’s other “named officers” within the meaning of Regulation S-K, Item 402, in light of the goals and objectives of the Company's executive compensation plans, and, as a Committee, determine and approve the compensation of the Chief Executive Officer and the other “named officers” based on this evaluation. In determining the long-term incentive component of such compensation, the Committee shall consider all factors it deems relevant.
  
  
• To perform such duties and responsibilities as may be assigned to the Committee under the terms of any executive compensation plan.
  
  
• To review perquisites of or other personal benefits to the Company's executive officers and to approve any changes.
  
  
• To review and discuss with management the Company's CD&A, and, based on that review and discussion, to recommend to the Board that the CD&A be included in the Company's annual proxy statement or annual report on Form 10-K.
  
  
• To prepare the Compensation Committee Report in accordance with the rules and regulations of the SEC for inclusion in the Company's annual proxy statement or annual report on Form 10-K.
  
  
• To review the description of the Committee's processes and procedures for the consideration and determination of executive compensation to be included in the Company's annual proxy statement.

General Compensation and Employee Benefit Plans

The duties and responsibilities of the Committee with respect to the Company's general compensation and employee benefit plans, including incentive-compensation and equity-based plans, are:

• To review at least annually the goals and objectives of the Company's general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans, and amend these goals and objectives if the Committee deems it appropriate.
  
  
• To review at least annually the Company's general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans, in light of the goals and objectives of these plans, and amend these plans if the Committee deems it appropriate.
  
  
• To review all equity-compensation plans to be submitted for stockholder approval under the NYSE listing standards, and to review and approve all equity-compensation plans that are exempt from such stockholder approval requirement.
  
  
• To perform such duties and responsibilities as may be assigned to the Committee under the terms of any compensation or other employee benefit plan, including any incentive compensation or equity-based plan.
  
  

The Chief Executive Officer shall make, and the Committee will consider, recommendations to the Committee regarding the Company's compensation and employee benefit plans and practices, including its executive compensation plans, its incentive-compensation and equity-based plans with respect to executive officers other than the Chief Executive Officer.

Delegation of Authority

The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

Evaluation of the Committee

The Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following:  the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner, and the effectiveness and adequacy of any of its consultants or advisers.

The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company's or the Board's policies or procedures.

Investigations and Studies; Outside Advisers

The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other consultants or advisers as it deems necessary or appropriate, including compensation consultants to advise the Committee with respect to amounts or forms of executive compensation. The Committee shall have the sole authority to retain or terminate any compensation consultant to assist the Committee in carrying out its responsibilities, including sole authority to approve the consultant's fees and other retention terms, with such fees to be borne by the Company.

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While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.