0001144204-08-057589 Sample Contracts

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.

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