DRS Technologies Corporate Governance Guidelines

The following guidelines have been approved by the board of directors and, along with the charters of the board committees, provide the framework for the governance of DRS Technologies, Inc. The guidelines are intended to assist the board in the exercise of its responsibilities. The guidelines are not intended to change or interpret any federal or state law or regulation or the Certificate of Incorporation or By-laws of DRS. These guidelines are subject to modification, as the board may find necessary or advisable in its discretion.

Role of Board of Directors and Director Responsibilities

The role of the board is to oversee management of the Company and to represent the interests of all of DRS stockholders. The board has four regularly scheduled meetings each year, at which it reviews and discusses reports, plans and prospects presented by management with respect to the performance of the Company. Directors are expected to attend all scheduled board meetings and meetings of committees on which they serve. Telephonic attendance at regular board meetings is generally not permitted; however, telephonic attendance is permitted for special meetings or as authorized by the Chairman of the Board.

Board Size

The board shall consist of no fewer than seven or more than eleven directors.

Board Composition

The board shall be comprised of a majority of directors who qualify as independent directors under the listing standards of the New York Stock Exchange (NYSE).

The board shall review annually the relationships that each director has with the Company (either directly or as an employee, a partner, shareholder or officer of an organization that has a relationship with the Company) and the NYSE listing standards with respect to the independence of each director. Following such annual review, only those directors who the board affirmatively determines are not precluded from being an independent director under the NYSE listing standards and do not have a material relationship with the Company (either directly or as an employee, a partner, shareholder or officer of an organization that has a relationship with the Company) will be considered independent directors, subject to additional qualifications prescribed under the listing standards of the NYSE or under applicable law. The board may adopt and disclose standards to assist it in determining director independence. A director who becomes aware of any change in circumstances that may result in such director no longer being considered independent under the listing standards of the NYSE or under applicable law shall promptly inform the Chairman of the Nominating and Corporate Governance Committee.

Board of Directors
Board of Directors Committee Chart

Selection of the CEO and Chairman

The board of directors is responsible for the selection of the Company's CEO and Chairman. DRS has not adopted a policy requiring the role of the Chief Executive Officer and Chairman to be separate.

Term Limits

The board does not have an arbitrary limit on the number of terms for which an individual may serve as a director, nor does it believe that directors should expect to be repeatedly nominated until they reach a mandatory retirement age. The board believes that directors who have served on the board for an extended period of time can provide valuable insight and guidance for the operations and future of the Company based on their understanding of the Company's history, business, policies and objectives. The board, as an alternative to term limits, is evaluated by the Nominating and Corporate Governance Committee at least annually on its performance and is encouraged to conduct ongoing self-evaluation of individual directors, attend director educational seminars and consult with outside advisors, as necessary.

Selection of Director Candidates

The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the board for board membership. When formulating its board membership recommendations, the Nominating and Corporate Governance Committee shall also consider advice and recommendations from others, as it deems appropriate.

The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. Stockholders may propose nominees for consideration by the Nominating and Corporate Governance Committee by submitting the names and supporting documentation to: Corporate Secretary, DRS Technologies, Inc., 5 Sylvan Way, Parsippany, NJ 07054.

Qualifications

The minimum qualifications set by the Nominating and Corporate Governance Committee that must be met by a Committee-recommended nominee for a position on the board are that the nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the board's oversight of the business and affairs of the Company and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Nominating and Corporate Governance Committee will examine a candidate's specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and independence from management and the Company. Directors are required to devote sufficient time to effectively carry out their board responsibilities.

The board does not prohibit directors from serving on boards and/or committees of other organizations. However, service on the boards and/or committees of other organizations is subject to the Company's policies and ethics program concerning conflicts of interest.

Retirement Policy

The board of directors has not determined a mandatory retirement age for independent directors. The board believes that directors should be evaluated individually on their performance and contributions among other factors, and, as a result of their experience and knowledge, can frequently provide valuable insight and guidance for the operations and future of the Company based on their understanding of the Company's history, business, policies and objectives. The board, as an alternative to establishing a mandatory retirement age, is evaluated by the Nominating and Corporate Governance Committee at least annually on its performance and is encouraged to conduct ongoing self-evaluation of individual directors, attend educational seminars and consult with outside advisors, as necessary.

Access to Management and Independent Advisors

Board members shall have access to the Company's management. The board encourages management to include executive officers in board meetings in order to share their expertise with respect to matters before the board. The board has the authority to engage independent legal, financial or other outside advisors, as it may deem necessary from time to time in order to fulfill its responsibilities.

Board Interaction with Institutional Investors, Analysts, Press and Customers

The board believes that management generally should speak for the Company. It is suggested that each director shall refer all inquiries from institutional investors, analysts, the press or customers to the Chief Executive Officer or his or her designee.

Board Meetings

Agenda for Board Meetings

The Chairman (in consultation with the other directors and senior management) establishes the agenda for each meeting of the board of directors.

Board Materials Distributed in Advance

Information and materials that are important to the board's understanding of the agenda items and other topics to be considered at a board meeting should, to the extent practicable, be distributed sufficiently in advance of the meeting to permit prior review by the directors. In the event of a pressing need for the board to meet on short notice or if such materials would otherwise contain highly confidential or sensitive information, it is recognized that written materials may not be available in advance of the meeting.

Separate Sessions of Non-Management Directors

The non-management directors of the Company shall meet in executive session without management on a regularly scheduled basis, but no less than four times a year. The Chair of the Nominating and Corporate Governance Committee shall serve as the Lead Director and shall preside at such executive sessions, or in such director's absence, another non-management director designated by the Lead Director shall preside at such executive sessions.

In the event that the non-management directors include directors who are not independent under the NYSE listing standards, the Company should, at least once a year, schedule an executive session including only independent directors.

Communications with Directors

Any interested parties desiring to communicate with the Lead Director and the other non-management directors regarding the Company may directly contact such directors by addressing such communication to such individual(s) and sending the communication to the General Counsel at DRS Technologies, Inc., 5 Sylvan Way, Parsippany, NJ 07054.

All communications received as set forth in the preceding paragraph will be opened by the office of our General Counsel for the sole purpose of determining whether the contents represent a message to the Company's directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded as soon as practicable to the addressee.

Board Committees

The board of directors has four standing committees: the Audit Committee, the Executive Compensation Committee, the Nominating and Corporate Governance Committee, and the Ethics Committee. The board may provide for special or other committees, as may be necessary to fulfill its responsibilities.

Charter of the Audit Committee
Charter of the Executive Compensation Committee
Charter of the Nominating and Corporate Governance Committee
Charter of the Ethics Committee

Composition of Committees Each of the Audit Committee, the Nominating and Corporate Governance Committee and the Executive Compensation Committee shall be composed entirely of independent directors satisfying applicable legal, regulatory and NYSE requirements. In addition, members of the Audit Committee must satisfy financial experience criteria as set forth in applicable rules and regulations.

Board of Directors Committee Chart

Frequency and Length of Committee Meetings The chairperson of each committee, in consultation with management, determines the committee meeting's agenda. The Audit Committee meets at least four times annually, or more frequently as circumstances may dictate. The Executive Compensation Committee meets at least twice annually, or more frequently as circumstances may dictate. The Nominating and Corporate Governance Committee meets at least four times annually, or more frequently as circumstances may dictate. The Ethics Committee meets at least twice annually, or more frequently as circumstances may dictate.

Performance

Annual Compensation Review of CEO and Senior Management

The Company's Executive Compensation Committee is responsible for approving the goals and objectives that form the basis for the CEO's compensation and for conducting an annual review of the CEO's performance. In addition, the committee evaluates the performance of the Company's senior executive officers and approves their salary, bonus and other incentive and equity compensation.

Succession Planning

The board shall plan for the succession to the position of the Chief Executive Officer. The board and management shall meet as appropriate in furtherance of such succession planning and shall review regularly both long- and short-term succession plans.

Assessing Board and Committee Performance

The board and each of the committees shall conduct an annual self-evaluation, assessing the effectiveness of their performance. Ongoing self-evaluation by individual directors is encouraged.

Board Orientation and Continuing Education

The Company shall provide new directors with a director orientation program to familiarize such directors with, among other things, the Company's business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflicts policies, code of business conduct and ethics, corporate governance guidelines, principal officers, internal auditors and independent auditors.

The board is encouraged to enhance its role and contributions through continuing education to better serve stockholder interests and to maintain the necessary level of expertise to perform his or her responsibilities as a director.

Board Compensation

The Nominating and Corporate Governance Committee is responsible for determining the compensation of the Company's board of directors on an annual basis. Each director who is not an employee receives as compensation a fixed, quarterly cash fee for his services, plus an additional fee for attending each scheduled board meeting. In addition, directors who also serve on committees of the board receive an additional cash fee for services rendered in connection with committee meetings attended, which are not held on the same day as meetings of the full board. Compensation for non-employee directors should be competitive, and the Executive Compensation Committee will periodically review the level and form of director compensation, including how such compensation relates to director compensation of companies of comparable size, industry and complexity.

Director Stock Ownership

Information relating to stock ownership of the board of directors can be found in the Company's Proxy Statement under "Security Ownership of Certain Beneficial Owners and Management." Transactions in DRS stock by directors and officers can be found in the Company's SEC Filings contained within the Investor Relations section of the Company's web site at http://www.drs.com. The board believes that directors should be stockholders and have a financial stake in the Company. Each director is encouraged to develop a meaningful stock ownership position in the Company over time.

Directors Who Change Their Present Job Responsibility

A director who experiences a significant change in assignment or responsibilities has an obligation to consult with the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee on the potential impact, if any, such change may have on his or her continued Board service.

Director Attendance at Annual Meetings of Stockholders

Directors are invited and encouraged to attend the Company's annual meeting of stockholders.

Review of Governance Guidelines
These guidelines will be reviewed as deemed appropriate, but at least once every year.