2003 Committee Charter : DRS

Ethics Committee

Charter of the Ethics Committee
of the Board of Directors of DRS Technologies, Inc.
As Adopted by the Board on May 14, 2003

Purpose of the Committee


The Ethics Committee (the Committee) of the Board of Directors (the Board) of DRS Technologies, Inc. (the Company) shall be responsible for providing oversight and making decisions with respect to the Company's ethics and compliance policies and procedures.

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. The Company's Chief Executive Officer shall be a member of the Committee, and the Company's General Counsel shall be Secretary and an ex officio, non-voting member of the Committee. The other 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 Board, by majority vote of the "independent directors," may remove or replace one or more directors as members of the Committee at any time.

Duties and Responsibilities of the Committee


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

Oversee the Company's compliance with its Code of Ethics and its Code of Business Conduct.


Provide strategic oversight of the Company's ethics audits and ethics training program.


Oversee the Company's Compliance Coordinating Committee.


Review any Ethics Hotline complaints referred to the Committee by the Company's Compliance Coordinating Committee, as well as the Company's responses to such complaints, and advise with respect to the responses where appropriate.


If presented with an issue appropriately addressed by the Audit Committee of the Board, refer such issue to the Audit Committee for consideration and respond jointly to such issue.


Prepare an annual performance evaluation of the Committee, including any recommended amendments to this Charter and any recommended changes to the Company's ethics and compliance policies and procedures.


The Committee may retain, in its sole discretion and at the Company's expense, an ethics 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 at least two times annually, or more frequently in special meeting(s) as circumstances require. Minutes of each of these meeting 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 the 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, the Secretary or a majority of the voting members of the Committee may call a special meeting of the Committee. Two members of the Committee, who are also independent directors, 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 Company's General Counsel 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.