0000950133-05-000949 Sample Contracts

BAE Systems plc Stirling Square 6 Carlton Gardens London SW1Y 5AD
United Defense Industries Inc • March 9th, 2005 • Miscellaneous transportation equipment • New York

This letter agreement is the UK Parent Letter referred to in Section 6.01(c) of the Agreement and Plan of Merger (the “Merger Agreement”) dated as of the date hereof, among BAE Systems North America Inc. (“Parent”), Ute Acquisition Company Inc. and United Defense Industries, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement.

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