2004 Committee Charter : EASI

This Charter documents the purpose, authority, composition and
responsibilities of the Nominating and Corporate Governance
Committee (the "Committee") of the Board of Directors of Engineered
Support Systems, Inc. (the "Company"). This Charter shall be
published in the Company's Internet website and shall otherwise be
filed or reported from time to time as may be required by applicable
law or rules of the NASDAQ Stock Market, Inc. ("Nasdaq").

PURPOSE AND AUTHORITY

The Board of Directors has appointed the Committee to assist and
advise the Board of Directors with respect to:

* Identifying individuals qualified to become members of the
Board of Directors and to select, or to recommend that the
Board of Directors select, the director nominees for the next
annual meeting of shareholders; and

* Evaluating the overall functioning and performance of the
Board of Directors and its committees.

The Committee shall have the sole authority to retain and
terminate any search firm and any legal, accounting or other outside
advisors that it deems necessary to assist with the identification
of director candidates and to approve the firm's fees and retention
terms. The Committee shall also have the sole authority to retain
and terminate any legal, accounting or other outside advisors to
advise the Committee on any corporate governance matters within the
scope of the Committee's duties and responsibilities. The Committee
may rely for administrative support and background information
regarding possible nominees on the Company's human resources and
organizational development staff.

COMPOSITION, QUALIFICATIONS AND MEETINGS

The Committee shall be comprised of three or more directors as
determined from time to time by the Board of Directors. Each member
of the Committee shall be an "independent director" as defined by
the listing standards promulgated by Nasdaq.

Committee members shall be appointed by the Board of Directors
and shall serve until such member's successor is appointed and
qualified or until such member's earlier resignation or removal. The
members of the Committee may be removed, with or without cause, by a
majority vote of the Board of Directors.

At a minimum, the Committee shall meet at least one time
annually, or more frequently as circumstances dictate. All members
of the Committee shall be expected to attend each meeting, whether
in person or by telephone or video conference. For the transaction
of business at any meeting of the Committee, a majority of the
members shall constitute a quorum. If a Committee Chair is not
designated or present at a Committee meeting, the members of the
Committee may designate a Chair by a majority vote of the Committee
membership. Minutes of each meeting shall be kept and the Secretary
of the Company shall maintain all minutes of the Committee. After
each Committee meeting, the Committee or its designee shall report
to the Board of Directors as appropriate.

RESPONSIBILITIES

The Committee shall have the following responsibilities:

* Establish standards for the functioning of the Board of
Directors and evaluate the overall functioning and
performance of the Board of Directors, its committees and
management;

* Based upon its evaluations, recommend to the Board of
Directors whether existing Board members should be nominated
for new terms or replaced and whether more or fewer members
are appropriate;

* Assist the Board of Directors in establishing criteria to
select new directors and recommend to the Board of Directors
a process for orientation of new Board or committee members;

* Oversee the search for individuals qualified to become
members of the Board of Directors and to select, or recommend
that the Board of Directors select, director nominees to be
presented for approval at the annual meeting of shareholders.
In identifying candidates for membership on the Board of
Directors, the Committee shall take into account all factors
it considers appropriate, which includes considering the
extent to which candidates have: personal characteristics of
the highest personal and professional ethics, integrity and
values; an inquiring and independent mind and practical
wisdom and mature judgment; broad training and experience at
the policy-making level in business, government or community
organizations; expertise that is useful to the Company and
complementary to the background and experience of other
members of the Board of Directors; willingness to devote a
required amount of time to carrying out the duties and
responsibilities of Board membership; commitment to serve on
the Board of Directors over a period of several years to
develop knowledge about the Company, its strategy and its
principal operations; and willingness to represent the best
interests of all constituencies and objectively appraise
management performance and involvement in activities or
interests that do not create a conflict with a director's
responsibilities to the Company;

* Consider nominees for directors recommended by the Company's
shareholders; and

* Review the committee structure of the Board of Directors and
recommend for its approval directors to serve as members of
each committee. The Committee shall review and make
recommendations with respect to committee membership annually
and shall recommend additional committee members to fill
vacancies as needed.

ANNUAL REVIEW

The Committee shall annually perform a review and evaluation of
the performance of the Committee and its members and report its
conclusions to the Board of Directors. In addition, the Committee
shall assess the adequacy of the Charter and the Committee's own
performance under the Charter. The Committee will determine whether
any changes to the Charter are advisable or any corrective actions
should be undertaken to correct any deficiencies or weaknesses noted
in the review and evaluation. The Committee shall present any
amendments to the Charter or corrective actions that the Committee
deems necessary or appropriate to the Board of Directors for its
approval.