2003 Committee Charter : DRS

Nominating and Corporate Governance Committee

Charter of the Nominating and Corporate Governance Committee
of the Board of Directors of DRS Technologies, Inc.
As Adopted by the Board on May 14, 2003

Purpose of the Committee

The Nominating and Corporate Governance Committee (the Committee) of the board of directors (the Board) of DRS Technologies, Inc. (the Company) shall:
Assist the Board in identifying individuals qualified to serve as directors of the Company and on Committees of the Board;

Make recommendations to the Board regarding composition of the Board and its Committees;

Assess the effectiveness of the Board, and Develop and implement the Company's corporate governance guidelines.

Membership of the Committee

The members of the Committee shall be appointed by the Board and shall consist of three or more members of the Board, the exact number to be determined from time to time by the Board. All members of the Committee shall be, in the judgment of the Board, "independent directors," as defined under the rules, regulations and listing standards of the New York Stock Exchange (the NYSE). The Board, by majority vote of the independent directors, may remove or replace one or more directors as members of the Committee at any time.

Responsibilities and Duties of the Committee

In furtherance of the purposes set forth above, the Committee's primary duties and responsibilities are to:

Establish procedures and criteria for evaluating the suitability of potential director nominees and recommend to the Board the director nominees for election. Such criteria include the possession of such knowledge, experience, skills, expertise and diversity so as to enhance the Board's ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of Committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NYSE listing requirements.

Review and make recommendations regarding the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a significant change in status, including but not limited to an employment change.

Periodically review the size and composition of the Board and recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by the NYSE.

Make recommendations regarding the frequency and structure of Board meetings and any other aspect of the procedures of the Board that the Committee considers warranted.

Monitor the functioning of the Committees of the Board and recommend any changes, including the size of the Committees, the frequency of the Committees' meetings, and the creation and elimination of Committees and special Committees.

Periodically review committee assignments and the policy with respect to the rotation of Committee memberships and/or chairpersonships and report any recommendations to the Board.

Develop and recommend to the Board a set of corporate governance guidelines for the Company, which shall be consistent with any applicable laws, regulations and listing standards, review the such corporate governance guidelines on an annual basis, or more frequently as appropriate, and recommend changes as necessary.

The Committee may retain, in its sole discretion and at the Company's expense, a search firm, a governance consultant, legal counsel and/or any other advisor for as long as it deems necessary or advisable to fulfill its responsibilities. The Committee shall have the sole authority to approve the fees and other retention terms with respect to such advisors.

Meetings and Procedures of the Committee

The Committee shall meet four times annually, or more frequently in special meetings as circumstances require. Minutes of each of the Committee's meetings shall be kept, and such minutes shall be maintained with the books and records of the Company. Following each of its meetings, the Committee shall deliver a report on such meeting to the Board, including a description of all actions taken by the Committee at the meeting.

The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. The Committee shall designate one member of the Committee as its Chairperson. The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee. 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.

The Committee may form subcommittees, consisting of no fewer than two members, for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided 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.

The Chief Executive Officer of the Company shall function as the management liaison officer to the Committee. The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.


The Committee shall conduct at least annually a review of the performance of the Committee and shall present the results of its review to the Board. The Committee shall review at least annually the adequacy of this Charter and recommend any proposed changes to the Board for consideration and approval.

The Committee shall be responsible for overseeing the evaluation of the Board as a whole and the management of the Company, including the Chief Executive Officer of the Company. The Committee shall establish procedures to allow it to exercise this oversight function.