Exhibit 10.1


AMENDMENT
NO. 2 TO THE

DRS 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 the
right under Section 21 thereof to amend the Plan, does hereby amend the
Plan, effective July 6, 2005, as set forth below:


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


Reasonably promptly after
the Issue Date with respect to shares of Restricted Stock, unless otherwise
determined by the Committee, DRS, in its sole discretion, may either (i) issue
a stock certificate, registered in the name of the Participant to whom such
shares were granted, evidencing such shares; provided, however that DRS shall
not cause such a stock certificate to be issued unless it has received a stock
power duly endorsed in blank with respect to such shares; and provided further
that unless determined otherwise by the Committee such stock certificates shall
be held by the Company or its representative or (ii) establish and
maintain, or cause a representative to establish and maintain, an account to
record the shares of Restricted Stock granted to such Participant and
transactions and events affecting such stock.


The Participant agrees
that the following legend shall be (i) inscribed on any certificate issued
or (ii) notated on any account established, for Restricted Stock prior to
the lapse of any outstanding restrictions:


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


Such legend shall not be
removed until such shares vest pursuant to the terms hereof. Reasonably
promptly after the Vesting Date with respect to shares of Restricted Stock,
unless otherwise determined by the Committee, DRS, in its sole discretion, may
either issue to the Participant or the Participant’s personal representative or
deposit in such Participant’s or the Participant’s personal representative’s
brokerage account via electronic transfer, a stock certificate representing one
share of Company Stock, with respect to each whole share of Restricted Stock.


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


The Company shall
establish and maintain an account for the participant to record Restricted
Stock Units and transactions and events affecting such units. Restricted Stock
Units and other 



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items reflected in the
account will represent only bookkeeping entries by the Company to evidence
unfunded obligations of the Company.


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


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


This Amendment is
effective 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 and
effect.



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