Bae Systems PLC Sample Contracts

AND JPMORGAN CHASE BANK, As Depositary AND
Deposit Agreement • May 2nd, 2003 • Bae Systems PLC • New York
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AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • October 14th, 2008 • Bae Systems PLC • New York

AMENDMENT NO. 1 dated as of October , 2008 (the "Amendment") to the Amended and Restated Deposit Agreement dated as of May 2, 2003 (the "Deposit Agreement"), among BAE SYSTEMS plc, incorporated under the laws of England and Wales (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts ("ADRs") issued thereunder.

Contract
Stockholder Voting Agreement • December 31st, 2007 • Bae Systems PLC • Services-computer integrated systems design • Delaware

This STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated as of December 21, 2007, is by and between BAE Systems, Inc., a Delaware corporation (“Parent”), Rajesh K. Soin (the “Individual Stockholder”) and Rivas Enterprises Limited Partnership III (together with the Individual Stockholder, each, a “Stockholder” and collectively, the “Stockholders”).

AGREEMENT AND PLAN OF MERGER by and among BAE SYSTEMS, INC., MIRA ACQUISITION SUB INC. and MTC TECHNOLOGIES, INC. dated as of December 21, 2007
Merger Agreement • December 31st, 2007 • Bae Systems PLC • Services-computer integrated systems design • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 21, 2007, by and among BAE Systems, Inc., a Delaware corporation (“Parent”), Mira Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MTC Technologies, Inc., a Delaware corporation (the “Company”).

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