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Employment Agreement – United Defense Industries Inc. and David V. Kolovat

First Amendment to

Employment Agreement



This First Amendment to Employment Agreement, dated as of July 18, 2001 (the
“Amendment”) is entered into by and between United Defense Industries, Inc., a
Delaware corporation (the “Company”) and David V. Kolovat (the “Executive”) for
the purpose of amending the provisions of that certain Employment Agreement
dated as of May 21, 1999 between the Company and the Executive (the
“Agreement”).


WHEREAS, the Company and the Executive desire to amend the Agreement in the
respects set forth below, in order to further clarify certain of its provisions
and for their mutual benefit and convenience;


NOW THEREFORE, in consideration of the premises and covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties do hereby agree as follows:
1. Subsection 1(k) of the Agreement is hereby deleted and replaced with the
following:

“(k) The Executive shall have “Good Reason” to terminate his employment in the
event that the Company either (i) fails to make any payment or provide any
benefit hereunder or commits a material breach of this Agreement and does not
cure such failure or breach after notice and a reasonable opportunity to cure,
or (ii) gives to the Executive a notice of non-extension under Subsection 2(b).
As used in the preceding sentence, a “material breach” of this Agreement
shall, without limitation, include any of the following events:

(i) Termination of Executive’s employment, other than for Cause or
by reason of Executive’s death or voluntary retirement or
resignation;
(ii) Reduction in Executive’s salary and/or Bonus Plan eligibility;
(iii) Relocation of Executive’s current Washington, D.C.
metropolitan area employment location, without Executive’s prior
written consent;
(iv) Substantial diminution of Executive’s job responsibilities,
without Executive’s prior written consent; or
(v) Executive’s immediate supervisor occupying a lesser position
than is occupied by such supervisor as of the date of execution of
this Agreement.”

2. To conform the Agreement to the change which the Company put into effect in
September, 2000, Subsection 5(b) of the Agreement is hereby amended by deleting
therefrom the term, “36%” and replacing same with the term, “55%”.
3. All references in the Agreement to “the Agreement” or “this Agreement” shall
mean the Agreement as modified by this Amendment. As so modified, the
Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed and delivered by the
parties hereto as of the date first set forth above.

UNITED DEFENSE INDUSTRIES, INC
By: /s/ T. W. Rabaut
Title: President & CEO
Executive
/s/ David V. Kolovat
Name: David V. Kolovat
Address: 6656 Corner Lane
McLean, VA 22101

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