**Exhibit 10.20**

**AMENDMENT NO.2 TO THEDRS TECHNOLOGIES, INC.AMENDED AND RESTATED 1996 OMNIBUS PLAN**

DRS Technologies, Inc., aDelaware 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 after theIssue 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 agrees that thefollowing legend shall be (i) inscribed on any certificate issued or (ii) notatedon any account established, for Restricted Stock prior to the lapse of anyoutstanding restrictions:

THE TRANSFERABILITY OF THISCERTIFICATE 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 be removeduntil such shares vest pursuant to the terms hereof. Reasonably promptly afterthe Vesting Date with respect to shares of Restricted Stock, unless otherwisedetermined by the Committee, DRS, in its sole discretion, may either issue tothe Participant or the Participant’s personal representative or deposit in suchParticipant’s or the Participant’s personal representative’s brokerage accountvia electronic transfer, a stock certificate representing one share of CompanyStock, with respect to each whole share of Restricted Stock.

Section 10(j) is herebyadded to the Plan to read as follows:

The Company shall establish andmaintain an account for the participant to record Restricted Stock Units andtransactions and events affecting such units. Restricted Stock Units and otheritems reflected in the account will represent only bookkeeping entries by theCompany to evidence unfunded obligations of the Company.

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Section 10(k) is hereby added to the Plan toread as follows:

Consent to Electronic Delivery. In lieu of issuingdocuments in paper format, to the fullest extent permitted by law, theCommittee may, in its discretion provide for electronic delivery of anydocuments that DRS may be required to deliver (including, but not limited to,prospectuses, prospectus supplements, grant or award notifications andagreements, account statements, annual and quarterly reports, and all otherforms or communications) in connection with the grant of awards and any otherprior or future incentive award or program made or offered by DRS or itspredecessors or successors. Electronic delivery of a document to Participantmay be via a Company e-mail system or by reference to a location on a Companyintranet site to which Participant has access.

This Amendment is effective as ofthe date first set forth above. Except as amended hereunder, all other termsand conditions of the Plan shall remain in full force and effect.

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