Exhibit 10.27  DRS
TECHNOLOGIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN  (As Amended
and Restated Effective March 31, 2005)


TABLE OF CONTENTS  ARTICLE I INTRODUCTION1.1
  
  Name of Plan; Certain Grandfathered Amounts1.2
  
  PurposeARTICLE II DEFINITIONS2.1
  
  Administrator2.2
  
  Basic
  Plan2.3
  
  Board2.4
  
  Company2.5
  
  Compensation2.6
  
  Deferred Retirement Date2.7
  
  DRS2.8
  
  Early Retirement Date2.9
  
  Final Average Annual Compensation2.10
  
  Hypothetical Contribution Amount2.11
  
  Normal Retirement Date2.12
  
  Old-age Insurance Benefit Amount2.13
  
  Participant2.14
  
  Plan2.15
  
  Retirement2.16
  
  Service2.17
  
  Social Security Act and SSAARTICLE III ELIGIBILITY3.1
  
  Eligible Employees3.2
  
  Continuation of Status3.3
  
  Waiver of ParticipationARTICLE IV RETIREMENT INCOME4.1
  
  Normal or Deferred Retirement Benefits4.2
  
  Early Retirement Benefit4.3
  
  Retirement Prior to Early Retirement DateARTICLE V PAYMENT OF BENEFITS5.1
  
  Payment of Benefits5.2
  
  Election of Optional Form  2


ARTICLE VI DEATH BENEFITS6.1
  
  Death Benefit; Designation of Beneficiary6.2
  
  Action by CompanyARTICLE VII CLAIMS PROCEDURE7.1
  
  Claims ProceduresARTICLE VIII VESTING; CHANGE OF
  CONTROL8.1
  
  Vesting; Payment following Change of
  Control8.2
  
  Change of ControlARTICLE IX NATURE OF OBLIGATIONS TO
  MAKE BENEFIT PAYMENTS9.1
  
  Source of Plan Benefits9.2
  
  No Interest; Unsecured Creditor9.3
  
  Provision of Data by Participant or
  Surviving SpouseARTICLE X NON ASSIGNMENT OF INTEREST10.1
  
  Non-AssignabilityARTICLE XI NOT AN EMPLOYMENT CONTRACT11.1
  
  Not a Contract of EmploymentARTICLE XII ADMINISTRATION OF THE PLAN12.1
  
  Authority of Administrator12.2
  
  Expenses of Plan12.3
  
  IndemnificationARTICLE XIII AMENDMENT AND TERMINATION13.1
  
  Amendment and TerminationARTICLE XIV FORFEITURE14.1
  
  Forfeiture  3


ARTICLE I  INTRODUCTION  1.1Name of Plan; Certain Grandfathered
Amounts  This DRS
Technologies, Inc. Supplemental Executive Retirement Plan (the Plan) is
hereby amended and restated by DRS Technologies, Inc. (DRS) effective as
of March 31, 2005.  Notwithstanding
anything in this Plan to the contrary, any amounts under this Plan which were
deferred before January 1, 2005 (as determined in accordance with Section 409A
of the Internal Revenue Code of 1986, as amended (the Code) and any rules or
regulations promulgated thereunder) (Grandfathered Amount) shall be subject
to the terms and conditions of the Plan as in effect on December 31, 2004.  1.2Purpose  The Plan is
intended to enable the Company to attract and retain highly qualified
executives and to encourage those executives to devote their full-time best
efforts to the Company and its subsidiaries by providing to them supplemental
retirement income in consideration of those efforts.  This Plan is
intended to be an unfunded supplemental program that is not subject to
limitations applicable to benefits provided through a qualified, tax-exempt
employee benefit plan established pursuant to Section 401(a) of the
Code.  The Plan is intended to be an
unfunded plan maintained primarily for the purpose of providing deferred
compensation benefits for a select group of management or highly compensated
employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).  4


ARTICLE II  DEFINITIONS  2.1Administrator  Administrator
shall mean the person or persons so designated and acting under Article XII.  2.2Basic Plan  Basic Plan
shall mean the DRS Retirement/Savings Plan, including any successor plan or
predecessor thereof of DRS for its employees generally or of any of its
wholly-owned or majority-owned subsidiaries as in effect from time to time.  2.3Board  Board shall
mean the Board of Directors of DRS.  2.4Company  Company
shall mean DRS Technologies, Inc. and its subsidiaries, collectively.  2.5Compensation  Compensation
shall mean, except with respect to Participants set forth on Exhibit B,
the base salary of a Participant (excluding any payment in the nature of a
bonus or award or premium for overtime or additional work) before reduction in
connection with participation in any plan in the nature of a deferred
compensation plan (whether such plan provides for deferral of salary or bonus
as a cash or deferred arrangement under Section 401(k) of the Code, or
otherwise).  Compensation for
Participants set forth on Exhibit B shall have the meaning set forth on Exhibit B.  2.6Deferred Retirement Date  Deferred
Retirement Date shall mean the first day of a month following Participants
Retirement, where such Retirement occurs after the Normal Retirement Date.  5


2.7DRS  DRS shall
mean DRS Technologies, Inc.  2.8Early Retirement Date  Early
Retirement Date shall have the meaning set forth in Section 4.2 hereof.  2.9Final Average Annual Compensation  Final Average
Annual Compensation shall mean one-third (1/3) of the total Compensation
earned in the thirty-six (36) consecutive month period in which such total
Compensation is highest during the sixty (60) month period immediately prior to
Retirement.  2.10Hypothetical Contribution Amount  Hypothetical
Contribution Amount shall mean, for each plan year that the Participant is
eligible to participate in the Basic Plan after 1984 which is a year of Service
hereunder:  (A)$4,273 for the 1985 plan year.  (B)$4,419 for the 1986 plan year.  (C)For each plan year after 1986, the
maximum permitted Company contribution under the Basic Plan for such plan year.  For the plan
year in which the Participant is first eligible for the Basic Plan and the plan
year in which the Participant Retires or dies, the Hypothetical Contribution
Amount will be prorated based on the number of full calendar months while such
Participant is eligible to participate in the Basic Plan divided by twelve
(12).  2.11Normal Retirement Date  Normal
Retirement Date shall mean the first day of the month following the date a
Participant reaches the age of 65 or, if later, the date such Participant is
first credited with ten (10) or more years of Service.  6


2.12Old-age Insurance Benefit Amount  Old-age
Insurance Benefit Amount shall mean the amount (as determined by the
Administrator) of monthly Old-age Insurance Benefit, as that term is used in Section 402
of the Social Security Act, to which a Participant would be entitled under SSA
on his or her own (and not as a spouse or otherwise) account and without any
reduction or deduction (for earnings or otherwise), calculated as follows:  (A)Such amount shall, in the case of a
Participant whose Retirement shall commence at or after age 62 but not later
than age 65, be the amount of such benefit payable if the Participant were then
entitled under SSA to receive such benefit, and  (B)which amount shall, in the case of a
Participant whose Retirement shall commence on or after age 65, be the amount
of such benefit payable under SSA for the first month for which such benefit
amount would be payable at Retirement commencement.  2.13Participant  Participant
shall mean a person covered under the Plan in accordance with Article III.  2.14Plan  Plan shall
mean the DRS Technologies, Inc. Supplemental Executive Retirement Plan, as
set forth herein and as amended from time to time.  2.15Retirement  Retire or Retirement
shall be deemed to have occurred on the date on which the Participants
employment terminates for any reason other than death.  2.16Service  (A)Service shall mean, with respect
to each Participant who was a Participant in the Plan prior to April 1,
2004 and, following the occurrence of a Change of Control, with respect to each
Participant, the number of complete months during which the Participant was
continuously employed by the Company prior to his or her Retirement, including
but not limited to, any period during which (1) the Participant was on an
approved leave of absence (whether paid or unpaid), (2) the  7


Participant was on a military leave and the
Participant had a right to reemployment under applicable law during such leave
and the Participant returned to active employment within the time period during
which his or her reemployment rights were guaranteed under applicable law or (3) the
Participant was receiving short or long-term disability benefits or workers
compensation benefits.  Service shall
also include such additional periods of service or credit for additional
periods of service as may be determined by the Board at any time prior to
Participants Retirement, including any additional service granted to a
Participant pursuant to any individual employment or severance or similar type
of agreement to which the Participant and the Company are parties.  (B)With respect to a Participant who
first becomes a Participant in the Plan on or after April 1, 2004, Service
shall mean Service as determined in Section 2.16(A) above, provided
that no Service shall be credited to such Participant with respect to periods
of employment prior to the date of entry into the Plan until the Participant
has been credited with one year of Service after entry into the Plan.  With respect to each year of Service after
entry into the Plan, the Participant shall be credited with two (2) years
of Service with respect to such Participants employment with the Company prior
to entry into the Plan, until the Participant has received Service credit for
the full period of his or her employment with the Company.  (C)Notwithstanding anything in this Section 2.16
to the contrary, credited Service under the Plan shall not exceed thirty (30)
years.  (D)No credit for benefit determination
purposes will be given for any period of Service of a Participant with respect
to which the maximum permitted employee contributions by that Participant were
not, but could have been, made to the Basic Plan or with respect to which
required employee contributions by that Participant to the Basic Plan were made
and have been, or will be, withdrawn and not repaid, with interest, as provided
in the Basic Plan.  8


2.17Social Security Act and SSA  Social
Security Act and SSA each shall mean the Federal Social Security Act, as
amended from time to time.  9


ARTICLE III  ELIGIBILITY  3.1Eligible Employees  Plan
Participants shall be those individuals as set forth on Exhibit A attached
hereto.  The Administrator shall
designate each such Participant as a Class A Participant or a Class B
Participant.  Unless otherwise determined
by the Administrator, each Company employee classified as a Band A1 or above
shall become a Class B Plan Participant upon employment or promotion to
such status, as applicable.  3.2Continuation of Status  The
Administrator may change the status of Plan Participants in its
discretion.  If a Participants status is
so changed, any future benefits of such Participant shall be calculated in accordance
with the specific provisions for the benefit class contemplated by Section 4.1,
without modification or recalculation of any benefit earned prior to such
status change.  In addition, unless
otherwise determined by the Administrator, a Participant who ceases to be
employed as a Band A1 or above employee shall immediately cease to
participate in the Plan and shall not accrue any additional Plan benefits after
the date of such cessation.  Notice shall
be provided to each Participant whose status is amended.  3.3Waiver of Participation  Notwithstanding
any provision contained herein to the contrary, any person who has waived
participation in the Plan under any individual compensation or retirement or
other agreement shall be ineligible to become a Participant hereunder.  10


ARTICLE IV  RETIREMENT INCOME  4.1Normal or Deferred Retirement
Benefits  Upon a
Participants Retirement from the Company on his or her Normal Retirement Date
or Deferred Retirement Date, the Company shall pay to such Participant, in
accordance with Article V, a monthly benefit calculated as follows:  (A)With respect to Class A
Participants, Final Average Annual Compensation shall be multiplied by a
percentage equal to the sum of:  (1)3% for each of the first ten (10) years
of the Participants Service, plus  (2)1.5% for each of the next twenty
(20) years of the Participants Service.  Therefore, the
maximum percentage by which the Final Average Annual Compensation shall be
multiplied is sixty percent (60%).  (B)With respect to Class B
Participants, Final Average Annual Compensation shall be multiplied by a
percentage equal to the sum of:  (1)2% for each of the first ten (10) years
of the Participants Service, plus  (2)1.5% for each of the next twenty
(20) years of the Participants Service.  Therefore, the
maximum percentage by which the Final Average Annual Compensation shall be
multiplied is fifty percent (50%).  (C)The result of the computation in the
preceding clause (A) or clause (B), as applicable, shall be divided by
twelve (12) (the result of such division, the Retirement Benefit).  (D)The Retirement Benefit shall be
reduced by each of the following:  11


(1)(a)  The amount available as a
monthly retirement benefit from the Basic Plan 
attributable to contributions made by the Company.  The Participants monthly retirement benefit
under the Basic Plan shall be calculated as if amounts attributable to
contributions made by the Company or its subsidiary which have been withdrawn
or are outstanding as loans (at the time of Retirement) shall have remained on
deposit in the Basic Plan and earned interest at the rate of .66% for each
month or fraction of a month measured from the date of withdrawal or loan to
the first day of the month during which Retirement occurs.  The amount available as a monthly retirement
benefit from the Basic Plan attributable to contributions made by the Company in
respect of the period of Participants Service under this Plan is referred to
as the Basic Plan Amount, or  (b)  if the Basic Plan Amount is not
determinable for a particular year of Service, then the Participants
Hypothetical Contribution Amount for such year.  (c)  The Basic Plan Amount and the
Hypothetical Contribution Amount for each plan year shall be assumed to have
been made on the first day of such plan year with interest credited at the end
of each Basic Plan plan year quarter and shall be expressed as a single life
annuity determined by applying a factor derived from the following actuarial
assumptions to the Participants accumulated Basic Plan Amount and the
Hypothetical Contribution Amounts (plus interest as aforesaid): (1) interest
rate of 6% compounded annually and (2) the 1983 Group Annuity Morality
Table for Males.  The resulting annual
single life annuity shall be divided by twelve (12).  The reduction contemplated by this paragraph
4.1(D)(1) shall hereinafter be referred to as the Basic Plan Offset  (2)The Participants Old-age Insurance
Benefit Amount; and  12


(3)In the case of a Participant who has
a pension benefit under the DRS Flight Safety and Communications Employee
Pension Plan (the Canadian Pension Plan), the amount of monthly pension
benefit which is or would be payable to such Participant from the Canadian
Pension Plan in the form of a single life annuity as of such Participants
Normal Retirement Date or Deferred Retirement Date, as applicable (whether or
not such pension benefit is actually paid at such date from the Canadian
Pension Plan because it was paid prior to such date or will be paid at a
subsequent date), prorated by multiplying such monthly pension benefit by a
fraction (not in excess of one (1)) the numerator of which is such Participants
years of Service and fractions thereof recognized under the Plan and the
denominator of which is the years of credited Service and fractions thereof
recognized under the Canadian Pension Plan. Benefits of Participants in the
Canadian Pension Plan shall be computed in Canadian dollars and converted for
purposes hereof based on the exchange rate published in the Wall Street Journal
for the day immediately preceding the date of Retirement.  The reduction contemplated by this paragraph
4.1(D)(3) shall hereinafter be referred to as the Canadian Pension
Offset.  (E)The result of the computations in
this Section 4.1 shall be the Participants monthly Retirement Benefit
payable at his or her Normal Retirement Date or Deferred Retirement Date, as
applicable (the Normal Retirement Benefit).  4.2Early Retirement Benefit  Upon a
Participants Retirement from the Company after attaining at least age 55 with
ten (10) or more years of Service but prior to the Normal Retirement Date
(Early Retirement Date), the Company shall pay to such Participant a
retirement benefit equal to the Retirement Benefit reduced by a percentage
equal to the product of 2% times the number of years (with the appropriate
proration for any partial year) elapsing between the date of his or her Early
Retirement Date and the date of his or her 62nd birthday (the Early Retirement
Benefit).  The Early Retirement Benefit
shall be further reduced by (A) (i) in the case of a Participant who
Retires on or after age 62, the Old-Age Insurance Benefit  13


Amount and (ii) in
the case of a Participant who Retires prior to age 62, for the period after
attainment of age 62 only, the Old-Age Insurance Benefit Amount determined as
if the Participant Retired at age 62, and (B) the Basic Plan Offset or the
Canadian Pension Offset or, if applicable, both.  4.3Retirement Prior to Early Retirement
Date  Except as
provided in Article VIII hereof, no payments under this Plan shall be made
to any Participant who Retires prior to attaining age 55 and ten (10) years
of Service.  14


ARTICLE V  PAYMENT OF BENEFITS  5.1Payment of Benefits  Subject to Article VIII,
a Participants Normal Retirement Benefit shall commence effective upon the
Participants Normal Retirement Date or Deferred Retirement Date, as
applicable, and shall continue to be paid on the first day of each successive
month until the death of the Participant; provided, however, that if on the
Normal Retirement Date, or if applicable, the Deferred Retirement Date, such
Participant is deemed to be a Key Employee (within the meaning of Section 409A
of the Code) such Participants Normal Retirement Benefit, other than any portion
thereof which is a Grandfathered Amount, shall be delayed until the six (6) month
anniversary of the date on which such Participant Retires (or such earlier date
as permitted by Section 409A(a)(2) of the Code) (Key Employee
Delayed Payment Date).  As soon as
practicable following the Key Employee Delayed Payment Date, each Key Employee
whose Normal Retirement Benefit is delayed until the Key Employee Delayed
Payment Date shall receive a lump sum cash payment in an amount equal to the
payments such individual would have otherwise received prior to the Key
Employee Delayed Payment Date plus applicable interest at the rate of 6%
compounded annually.  Subject to Article VIII,
a Participants Early Retirement Benefit shall commence on the Early Retirement
Date; provided, however, that if such Participant is deemed to be a Key
Employee on the Early Retirement Date, any portion of the Early Retirement
Benefit which is not a Grandfathered Amount shall be delayed until the Key
Employee Delayed Payment Date.  Any
payment with respect to the Grandfathered Amount shall commence on the Normal
Retirement Date, the Deferred Retirement Date, or the Early Retirement Date, as
applicable.  In the event the Participant
shall have elected to receive  15


reduced
benefits under Section 5.2, such benefits shall (i) be payable to the
Participants spouse only if such spouse shall have lived until the month
following the month of the Participants death and (ii) commence beginning
with the month following the month of the Participants death and shall
continue until the death of such spouse. 
Such benefits shall be paid with respect to the entire calendar month in
which such death occurs.  In the event
that the Participant shall have elected to receive reduced benefits under Section 5.2
for a period certain, the balance of the remaining monthly payments shall be
paid, on the same monthly schedule, to the Participants spouse or survivor
thereof.  5.2Election of Optional Form  (A)A Participant may elect under the
Plan to receive a reduced Normal Retirement Benefit or Early Retirement Benefit
with respect to the portion of such benefit which constitutes a Grandfathered
Amount with a joint and survivor and/or period certain benefit payable to his
or her surviving spouse by notifying the Administrator of his or her election
in writing prior to his or her Retirement.  (B)A Participant may elect under the
Plan to receive a reduced Normal Retirement Benefit or Early Retirement Benefit
with respect to the portion of such benefit which does not constitute a
Grandfathered Amount with a joint and survivor and/or period certain benefit
payable to his or her surviving spouse by notifying the Administrator of his or
her election upon commencement of Plan participation.  (C)The Administrator may provide for
other opportunities for Plan Participants to elect under the Plan to receive a
reduced Normal Retirement Benefit or Early Retirement Benefit with respect to
the portion of such benefit which does not constitute a Grandfathered Amount,
to the extent permitted under Section 409A of the Code.  In particular, and without limiting the
generality of the foregoing, Plan Participants will be given an opportunity to
provide for new payment elections, with respect to the form of payment of the
portion of the Participants benefit which does not constitute a Grandfathered
Amount, such new payment elections to be made prior to or on December 31,
2005.  (D)For purposes of calculating any
reduced Normal Retirement Benefit or reduced Early Retirement Benefit under
this Section 5.2 the following actual assumption shall be used: (1) interest
rate of 6% compounded annually and (2) the 1983 Annuity Morality Table for
Males.  16


ARTICLE VI  DEATH BENEFITS  6.1Death Benefit; Designation of
Beneficiary  (A)Upon being named a Participant, an
employee shall be eligible to designate a beneficiary for a death benefit (the Death
Benefit).  The Death Benefit, with
respect to a Participant who was a Participant prior to April 1, 2004,
shall be a lump sum amount equal to five (5) times the Final Average
Annual Compensation, determined without regard to any incentive bonus, of the
Participant paid through the proceeds of the Life Insurance Policy, as
described below, and shall not, in any event, exceed such proceeds.  The Death Benefit shall equal, with respect
to a Participant who became a Participant in the Plan on or after April 1,
2004, the present value of Participants accrued benefit under the Plan as of
his or her death.  For purposes of
determining such present value, the following actuarial assumptions shall be
utilized:  Mortality:
  
  1983 Group Annuity Mortality Table for MalesInterest Discount Rate:
  
  6%Assumed Retirement Age:
  
  Age 62 or age at death, if later.  The Death
Benefit shall be paid to the designated beneficiary of the Participant or the
named contingent beneficiary in the event the designated beneficiary does not
survive the Participant.  The Death Benefit
shall only be payable upon a Participants death prior to Retirement and shall
be in lieu of any other plan benefits.  (B)With respect to the Death Benefit of
a Participant who entered the Plan prior to April 1, 2004, the Company
shall continue to maintain the previously purchased life insurance policy (the Life
Insurance Policy) with respect to such Death Benefit.  The Life Insurance Policy shall be issued to
the Company and the Company shall have and may exercise all ownership rights in
such policy; provided, however, that the Company shall not exercise any rights
under the policy which shall compromise or reduce the Death Benefit payable to
the beneficiary.  Dividends payable under
the Life Insurance Policy, if any, will be  17


applied as the Company shall determine.  If the Life Insurance Policy proceeds exceed
the Death Benefit payable to the Participant, any such excess shall be paid to
the Company.  (C)During the period of participation,
but preceding the commencement of Normal Retirement Benefit or Early Retirement
Benefit, the Participant and the Company shall agree to share in the payment of
premiums on Life Insurance Policy in the manner set forth below:  (i)            The Participants share of the annual
premium shall be that portion of the annual premium due on the policy that is
equal to the amount of the economic benefit that would be taxable to the
Participant but for the payment by the Participant of such amount based upon an
amount of insurance protection equal to the Participants Death Benefit.  (ii)           The amount of economic benefit that
would be taxable to the Participant shall be computed in accordance with the
insurers current published rate per $1,000 of insurance protection for
Individual 1-year term life insurance available to all standard risks as
provided in Revenue Ruling 66-110, 1966-1 C.B.12.  (iii)          In order to facilitate the payment of
premiums on the policy, it is agreed that the Company in the first policy year,
and in each year thereafter and as long as this Plan is in force, shall forward
the total amount of the premium then currently due and payable on the policy
directly to the insurer and, immediately thereafter, it shall indicate in the
appropriate corporate records that the annual sum payable by the Participant,
as provided for in clause (i) above, shall be treated for all tax and
bookkeeping purposes as additional compensation of the Participant.  6.2Action by Company  If the
Participant shall die while eligible for an insured Death Benefit, the Company
agrees to take such action as may be necessary to obtain payment from the
insurer of the amounts payable to the beneficiaries as herein provided.  18


ARTICLE VII  CLAIMS PROCEDURE  7.1Claims Procedures  Any
application for benefits, inquiries about the Plan or inquiries about present
or future rights under the Plan must be submitted to the person or persons
selected by the Administrator (which may be the Administrator) (such person or
persons, Claims Administrator) in writing, as follows:  (A)In the event that any application
for benefits is denied in whole or in part, the Claims Administrator must
notify the applicant, in writing, of the denial of the application, and of the
applicants right to review the denial. 
The written notice of denial will be set forth in a manner designed to
be understood by the applicant, and will include specific reasons for the
denial, specific references to the Plan provision upon which the denial is
based, a description of any information or material that the Claims
Administrator needs to complete the review, and an explanation of the Plans
review procedure.  (B)This written notice will be given to
the applicant within ninety (90) days after the Claims Administrator receives
the application, unless special circumstances require an extension of time, in
which case, the Claims Administrator has up to an additional ninety (90) days
for processing the application.  If an
extension of time for processing is required, written notice of the extension
will be furnished to the applicant before the end of the initial ninety
(90)-day period.  (C)This notice of extension will
describe the special circumstances necessitating the additional time and the
date by which the Claims Administrator is to render his or her decision on the
application.  If written notice of denial
of the application for benefits is not furnished within the specified time, the
application shall be deemed to be denied. 
The applicant will then be permitted to appeal the denial in accordance
with the Review Procedure described below.  19


(D)Request for a Review.  Any person (or that persons authorized
representative) for whom an application for benefits is denied (or deemed
denied), in whole or in part, may appeal the denial by submitting a request for
a review to the Claims Administrator within 60 days after the application is
denied (or deemed denied).  The Claims
Administrator will give the applicant (or his or her representative) an
opportunity to review pertinent documents in preparing a request for a review
and submit written comments, documents, records and other information relating
to the claim.  A request for a review
shall be in writing and shall be addressed to:  Nina Laserson Dunn, General Counsel DRS Technologies, Inc. Corporate Headquarters 5 Sylvan Way Parsippany, NJ 07054  (E)A request for review must set forth
all of the grounds on which it is based, all facts in support of the request
and any other matters that the applicant feels are pertinent.  The Claims Administrator may require the
applicant to submit additional facts, documents or other material as he or she
may find necessary or appropriate in making his or her review.  (F)Decision on Review.  The Claims Administrator will act on each
request for review within sixty (60) days after receipt of the request, unless
special circumstances require an extension of time (not to exceed an additional
sixty (60) days), for processing the request for a review.  If an extension for review is required,
written notice of the extension will be furnished to the applicant within the
initial sixty (60)-day period.  The
Claims Administrator will give prompt, written notice of his or her decision to
the applicant.  In the event that the
Claims Administrator confirms the denial of the application for benefits in
whole or in part, the notice will outline, in a manner calculated to be
understood by the applicant, the specific Plan provisions upon which the
decision is based.  If written notice of
the Claims Administrators decision is not given to the applicant within the
time prescribed in this paragraph 7.1(F) the application will be deemed
denied on review.  20


(G)Rules and Procedures.  The Claims Administrator may establish rules and
procedures, consistent with the Plan and with ERISA, as necessary and
appropriate in carrying out his or her responsibilities in reviewing benefit
claims.  The Claims Administrator may
require an applicant who wishes to submit additional information in connection
with an appeal from the denial (or deemed denial) of benefits to do so at the
applicants own expense.  (H)Exhaustion of Remedies.  No legal action for benefits under the Plan
may be brought until the applicant (i) has submitted a written application
for benefits in accordance with the procedures described by paragraph 7.1(A) above,
(ii) has been notified by the Claims Administrator that the application is
denied (or the application is deemed denied due to the Claims Administrators
failure to act on it within the established time period), (iii) has filed
a written request for a review of the application in accordance with the appeal
procedure described in paragraph 7.1(D) above and (iv) has been
notified in writing that the Claims Administrator has denied the appeal (or the
appeal is deemed to be denied due to the Claims Administrators failure to take
any action on the claim within the time prescribed by paragraph 7.1(F) above).  7.2Insurance Claims  In the case of
benefits provided under a Life Insurance Policy, the initial decision on the
claims shall be made by the insurer.  The
Claims Administrator shall, upon written request of a beneficiary, make available
copies of any forms or instructions provided by the insurer to the Claims
Administrator.  21


ARTICLE VIII  VESTING; CHANGE OF CONTROL  8.1Vesting; Payment following Change of
Control  (A)The Retirement Benefit shall become
fully vested on the first date that Participant attains at least age 55 with
ten (10) or more years of Service; provided, however, that the Retirement
Benefit shall become fully vested upon the occurrence of a Change of Control
without regard to any age or service requirement if the Participant is employed
by the Company immediately prior to the date upon which the Change of Control
occurs (the Accelerated Retirement Benefit). 
The Accelerated Retirement Benefit shall be computed in accordance with
paragraph 8.1(B) below, as if the Participant terminated employment with
the Company as of the date of Change of Control.  (B)A Participants Accelerated
Retirement Benefit (other than any portion thereof which is a Grandfathered
Amount) shall be paid to the Participant, in a lump sum, upon the earliest date
permitted under Section 409A of the Code. 
The portion of the Participants Accelerated Retirement Benefit which is
a Grandfathered Amount shall be paid in a lump sum payment as soon as
administratively practicable after the Change of Control, but in no event later
than sixty (60) days after the Change of Control.  In each case, the lump sum amount shall be
the present value of the Participants benefit payable as an immediate single life
annuity without reduction for early commencement. Further, the present value of
the Participants single life annuity benefit shall be determined using factors
derived from the following actuarial assumptions: (1) the interest rate on
thirty (30) year Treasury Bonds of constant maturity for the month of December prior
to the calendar year in which the Change of Control occurs and (2) the
1983 Group Annuity Mortality Table for Males. 
The benefit of any Participant in pay status as of the date of a Change
of Control shall be commuted and any portion of such benefit which is a
Grandfathered Amount (and to the extent permitted under Section 409A of
the Code, any other portion of such benefit) shall be paid to such  22


Participant in a single lump sum amount equal
to the present value of such benefit determined using the present value factors
described in the preceding sentence.  8.2Change of Control  For the
purpose of this Article VIII, a Change of Control shall be deemed to
have occurred if the event set forth in any one of the following paragraphs
shall have occurred:  (A)any Person is or becomes the
Beneficial Owner (within the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended from time to time (the Exchange
Act)), directly or indirectly, of securities of DRS (not including in the
securities beneficially owned by such Person any securities acquired directly
from DRS or its Affiliates) representing 20% or more of the combined voting
power of DRSs then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause (i) of
paragraph 8.2(C) below; or  (B)the following individuals cease for
any reason to constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of DRS) whose
appointment or election by the Board or nomination for election by DRSs
stockholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previously
so approved or recommended; or;  (C)there is consummated a merger or
consolidation of DRS or any direct or indirect subsidiary of DRS with any other
corporation, other than (i) a merger or consolidation immediately
following which the individuals who comprise the Board immediately prior
thereto constitute at least a majority of the board of directors of the DRS,
the entity surviving such merger or consolidation or, if DRS or the entity
surviving such merger is then a subsidiary, the ultimate parent  23


thereof, or (ii) a merger or consolidation
effected to implement a recapitalization of DRS (or similar transaction) in
which no Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of DRS (not including in the securities Beneficially Owned by such
Person any securities acquired directly from DRS or its Affiliates)
representing 20% or more of the combined voting power of DRSs then outstanding
securities; or  (D)the stockholders of the Company
approve a plan of complete liquidation or dissolution of DRS or there is consummated
an agreement for the sale or disposition by DRS of all or substantially all of
DRSs assets, other than a sale or disposition by DRS of all or substantially
all of DRSs assets immediately following which the individuals who comprise
the Board immediately prior thereto constitute at least a majority of the board
of directors of the entity to which such assets are sold or disposed or any
parent thereof.  Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of DRS immediately prior to such transaction or series of transactions continue
to have substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of DRS immediately following such
transaction or series of transactions. 
For purposes of this Section 8.2, (A) Person shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and
used in Sections 13(d) and 14(d) thereof, except that such term shall
not include (i) DRS or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of the DRS or
any of its Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the stockholders of DRS in substantially the same
proportions as their ownership of stock of DRS and (B) Affiliate shall
have the meaning set forth in Rule 12b-2 promulgated under Section 12
of the Exchange Act.  24


ARTICLE IX  NATURE OF OBLIGATIONS TO MAKE BENEFIT
PAYMENTS  9.1Source of Plan Benefits  No funds or
assets of DRS will be segregated or physically set aside with respect to the
Plan.  9.2No Interest; Unsecured Creditor  Neither a
Participant nor a surviving spouse, where applicable, will have any interest in
any specific asset of DRS as a result of the Plan. Any right to receive
benefits under the Plan will be only the right of an unsecured general creditor
of DRS.  9.3Provision of Data by Participant or
Surviving Spouse  As a condition
to receiving continued benefit payments under the Plan, each person entitled to
receive benefits hereunder shall, from time to time at the reasonable request
of the Administrator, provide the Administrator relevant information as the
Administrator may reasonable require in connection with computations and
determinations relating to the benefits provided herein.  25


ARTICLE X  NON ASSIGNMENT OF INTEREST  10.1Non-Assignability  Other than as
provided herein, benefits payable under the Plan will not be subject to
assignment, transfer, sale, pledge, encumbrance, alienation or charge by a
Participant or, where applicable, a surviving spouse.   26


ARTICLE XI  NOT AN EMPLOYMENT CONTRACT  11.1Not a Contract of Employment  Neither the
existence of this Plan, nor the right of any employee of DRS or any
wholly-owned or majority-owned subsidiary to be a participant in the Plan, nor
the actual participation in the Plan by any employee, shall create any right in
any employee to continue in the employ of DRS or any wholly-owned or
majority-owned subsidiary for any specific length of time or create any right,
as to a Participant, that any corporation, which is or at any time shall be a
wholly-owned or majority-owned subsidiary, shall continue to be a wholly-owned
or majority-owned subsidiary.  27


ARTICLE XII  ADMINISTRATION OF THE PLAN  12.1Authority of Administrator  Authority for
the administration and interpretation of the Plan will be vested in an
Administrator, who shall be the Compensation Committee of the Board of DRS or
such person or persons as are selected by Compensation Committee.  The Administrator shall have the authority,
under rules of uniform application, to interpret the provisions of the
Plan, to determine all facts relating to a Participants Service, age,
compensation and employment status, and to estimate and determine value
equivalencies relating to offset of payments or entitlement from subsidiary
plans or under the Federal Social Security Act, and all such interpretations
and determinations shall be conclusive.  12.2Expenses of Plan  All expenses
incurred in administering the Plan will be paid by DRS. No Participant
contributions to the Plan are required or permitted.  12.3Indemnification  (A)If any person is made a party to or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter called a proceeding) by reason of the fact that he or she is or
was the Administrator, or by reason of any of his or her acts or omissions
while serving as Administrator, such person shall be indemnified and held
harmless by DRS to the fullest extent authorized by the General Corporation Law
of the State of Delaware, as the same now exists or may hereafter be amended
(but, in the case of any such amendment, the rights of indemnification provided
hereby shall continue as theretofore notwithstanding such amendment unless such
amendment permits DRS to provide greater reimbursement than prior to such
amendment), against all expense, liability and loss (including attorneys fees,
judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection  28


therewith. Such indemnification shall
continue as to a person who has ceased to be the Administrator and shall inure
to the benefit of his or her heirs, executors, administrators, and personal
representatives; provided, however, that except as provided in paragraph 12.3(C) below,
DRS shall indemnify any such person seeking indemnification in connection with
a proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of DRS.  (B)The right to indemnification
conferred herein shall be a contract right and shall include the right to be
paid by DRS the expenses incurred in defending any proceeding in advance of its
final disposition; provided, however, that, if the General Corporation Law of
the State of Delaware requires, the payment of such expenses incurred by a
claimant hereunder in advance of the final disposition of a proceeding shall be
made only after delivery to DRS of an undertaking, by or on behalf of such
person, to repay all amounts so advanced if it shall be ultimately determined
that such person is not entitled to be indemnified hereunder or otherwise.  (C)A person (the Claimant) may bring
suit against DRS under this Section 12.3 only if DRS fails to pay in full
within thirty (30) days of its receipt of a written claim for payment
hereunder.  If successful, in whole or in
part, the Claimant shall be entitled to be paid also the expense of prosecuting
such claim (including, but not limited to, attorneys fees).  It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to DRS) that the Claimant
has not met the standards of conduct that make it permissible under the General
Corporation Law of the State of Delaware for DRS to indemnify the Claimant for
the amount claimed, but the burden of proving such defense shall be on DRS.
Neither the failure of DRS (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the Claimant is proper in
the circumstances because  29


he or she has met the applicable standard of
conduct, set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by DRS (including its Board of Directors, independent
legal counsel or its stockholders) that the Claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption
that the Claimant has not met the applicable standard of conduct.  (D)The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 12.3 shall not be exclusive of any
other right that any person may have or hereafter acquire under any statute,
provision of DRSs Certificate of Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors, insurance or otherwise.  30


ARTICLE XIII  AMENDMENT AND TERMINATION  13.1Amendment and Termination  The Plan may
be amended or terminated at any time by the Board. However, no amendment or
termination shall reduce the amount of benefits (i) being paid to a
retired Participant or, (ii) with respect a Participant who is at least
age 55 and has completed at least ten (10) years of Service, then accrued
and otherwise payable at age 65 based on Service and compensation from DRS as
of the date of amendment or termination, unless, in each case such Participant
consents to such amendment or termination in writing.  In addition, following a Change of Control,
the Plan may not be amended in a fashion which would reduce the amount or
payment of any Participants benefit accrued as of the date of adoption of such
amendment except with the unanimous written consent of all Participants.
Notwithstanding the foregoing, nothing in this Section 13.1 shall restrict
the Boards ability on or after a Change of Control to (i) amend the Plan
to reduce future benefit accruals without such written consent or (ii) terminate
the Plan and provide for the full satisfaction of accrued benefits without such
written consent.  31


ARTICLE XIV  FORFEITURE  14.1Forfeiture  Prior to a
Change of Control, a Participant or his or her surviving spouse shall have no
right to receive payment of any amount or benefit hereunder, and each such
amount of benefit shall be forfeited, if the Participant is discharged for
willful, deliberate, or gross misconduct as determined by the Board in its sole
discretion.  32


EXHIBIT A   Name
  
  Participant ClassMark S. Newman
  
  ANina Laserson Dunn
  
  BRichard A. Schneider
  
  BRobert F. Mehmel
  
  BFred L. Marion
  
  BSteven T. Schorer
  
  BDavid W. Stapley
  
  BLouis C. Belsito
  
  BMichael Bowman
  
  BRobert Russo
  
  BMark J. Williams
  
  BThomas P. Crimmins
  
  BRichard Danforth
  
  BRichard P. McNeight
  
  BAlan Dietrich
  
  BPaul G. Casner, Jr.*
  
  BJackson Kemper**
  
  B  
 * retired effective March 31, 2005 ** former employee  33


EXHIBIT B  With respect
to Mark Newman and Paul Casner, Compensation shall mean, the base salary of
such individual (excluding any payment in the nature of a bonus or award or
premium for overtime or additional work) before reduction in connection with
participation in any plan in the nature of a deferred compensation plan
(whether such plan provides for deferral of salary or bonus as a cash or
deferred arrangement under Section 401(k) of the Code, or otherwise);
provided, however, that effective April 1, 2004, the Compensation of each
of Mark Newman and Paul Casner shall also include incentive bonus payable on or
after April 1, 2004.  34