**Exhibit 10.1**

**AMENDMENTNO. 2 TO THEDRS TECHNOLOGIES, INC.AMENDED AND RESTATED 1996 OMNIBUS PLAN**

DRS Technologies, Inc.,a Delaware corporation, having heretofore adopted the DRS Technologies, Inc.Amended and Restated 1996 Omnibus Plan (the “Plan”), and having reserved theright under Section 21 thereof to amend the Plan, does hereby amend thePlan, effective July 6, 2005, as set forth below:

Section 10(e) ishereby amended in its entirety to read as follows:

Reasonably promptly afterthe Issue Date with respect to shares of Restricted Stock, unless otherwisedetermined by the Committee, DRS, in its sole discretion, may either (i) issuea stock certificate, registered in the name of the Participant to whom suchshares were granted, evidencing such shares; provided, however that DRS shallnot cause such a stock certificate to be issued unless it has received a stockpower duly endorsed in blank with respect to such shares; and provided furtherthat unless determined otherwise by the Committee such stock certificates shallbe held by the Company or its representative or (ii) establish andmaintain, or cause a representative to establish and maintain, an account torecord the shares of Restricted Stock granted to such Participant andtransactions and events affecting such stock.

The Participant agreesthat the following legend shall be (i) inscribed on any certificate issuedor (ii) notated on any account established, for Restricted Stock prior tothe lapse of any outstanding restrictions:

THE TRANSFERABILITY OFTHIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THERESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS ANDRESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE DRS TECHNOLOGIES, INC. 1996AMENDED AND RESTATED 1996 OMNIBUS PLAN, AND AN AGREEMENT ENTERED INTO BETWEENTHE REGISTERED OWNER OF SUCH SHARES AND DRS. A COPY OF THE PLAN AND AGREEMENTIS ON FILE IN THE OFFICE OF THE SECRETARY OF DRS, 5 SYLVAN WAY, PARSIPPANY, NEWJERSEY 07054.

Such legend shall not beremoved until such shares vest pursuant to the terms hereof. Reasonablypromptly after the Vesting Date with respect to shares of Restricted Stock,unless otherwise determined by the Committee, DRS, in its sole discretion, mayeither issue to the Participant or the Participant’s personal representative ordeposit in such Participant’s or the Participant’s personal representative’sbrokerage account via electronic transfer, a stock certificate representing oneshare of Company Stock, with respect to each whole share of Restricted Stock.

Section 10(j) ishereby added to the Plan to read as follows:

The Company shallestablish and maintain an account for the participant to record RestrictedStock Units and transactions and events affecting such units. Restricted StockUnits and other 

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items reflected in theaccount will represent only bookkeeping entries by the Company to evidenceunfunded obligations of the Company.

Section 10(k) ishereby added to the Plan to read as follows:

Consent to ElectronicDelivery. In lieu of issuing documents in paper format, to the fullest extentpermitted by law, the Committee may, in its discretion provide for electronicdelivery of any documents that DRS may be required to deliver (including, butnot limited to, prospectuses, prospectus supplements, grant or awardnotifications and agreements, account statements, annual and quarterly reports,and all other forms or communications) in connection with the grant of awardsand any other prior or future incentive award or program made or offered by DRSor its predecessors or successors. Electronic delivery of a document toParticipant may be via a Company e-mail system or by reference to a location ona Company intranet site to which Participant has access.

This Amendment iseffective as of the date first set forth above. Except as amended hereunder,all other terms and conditions of the Plan shall remain in full force andeffect.

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