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Excess Pension Plan - United Defense LP

                    Amended and Restated as of March 15, 2001

         Section 1.   Establishment and Purposes of the Plan.
         ---------    --------------------------------------

         The UDLP Excess Pension Plan for United Defense Limited Partnership and
Affiliates (the "Plan") was established effective July 1, 1994, by United
Defense Limited Partnership, a Delaware limited partnership ("UDLP"). The
purpose of the Plan is to provide employees of UDLP and its affiliated companies
with the retirement benefits which they would have received under the FMC
Salaried Employees' Retirement Plan or other successor qualified employee
pension plans in which they participate (including the UDLP Salaried Employees'
Pension Plan and the UDLP Employees Pension Plan) (collectively, the "Retirement
Plan") but for the limitations on benefits set forth in the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") including Section 415 of the
Internal Revenue Code of 1986, as amended ("Code"), and Section 401(a)(17) of
the Code (the "Limitations.").

         The Plan is maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees,
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and is
not intended to comply with the requirements of Section 401(a) of the Code. The
Plan is intended to be unfunded for purposes of the Code and Title I of ERISA
and to be exempt from most of the requirements of ERISA. This version of the
Plan is an amendment and restatement of the Plan as of March 15, 2001.

         Section 2.   Participants.
         ---------    ------------

         Participants in the Plan shall be limited to those employees (as such
term is defined in the Retirement Plan) of UDLP whose retirement benefits are
affected by the Limitations. These employees are hereinafter referred to as

         Section 3.   Benefits.
         ---------    --------

         There shall be payable hereunder with respect to each Participant a
benefit or benefits equal to the difference between (a) and (b) as follows: (a)
the benefit or benefits which the Participant, spouse or beneficiary would have
received under the Retirement Plan but for the Limitations, excluding, however,
any benefit increases effected by adoption of a minimum normal retirement
benefit schedule for specified participants under the UDLP Employees Pension
Plan; and (b) the benefit or benefits to which the Participant, spouse or
beneficiary are entitled under the Retirement Plan, including any benefit
increases effected by adoption of a minimum normal retirement benefit schedule
for specified participants under the UDLP Employees Pension Plan (the difference
between (a) and (b) being the "Excess Benefit").

         The Participant shall have the same elections under this Plan as under
the Retirement Plan, but any election made under the Retirement Plan shall be
deemed to be an election under this Plan; provided, however, that a Participant
who (a) is at least age 55 on the date he terminates employment with UDLP and
its affiliated companies or (b) is terminated in

connection with a permanent reduction in force shall be entitled under this Plan
to elect to receive the Excess Benefit hereunder in the form of a single sum
distribution equal to the present value, calculated using the assumptions
described below ("Assumptions"), of the Excess Benefit determined as of the time
of the distribution under the Retirement Plan in the form of a single life
annuity (whether or not this form of benefit has been elected under the
Retirement Plan). The Excess Benefit hereunder shall be paid at the same time or
times and, except as provided in the immediately preceding sentence, in same
manner as paid under the Retirement Plan. The Assumptions referred to above
shall be an 83 GAM Unisex mortality assumption and the Applicable Interest Rate.
The Applicable Interest Rate is the annual rate of interest on 30-year Treasury
securities, determined in accordance with Section 417(e) of the Code, for the
fifth month (i.e., August) preceding the first day of the Plan year (i.e., the
calendar year). Such interest rate shall be the Applicable Interest rate for the
entire calendar year.

         Section 4.  Funding.
         ---------   -------

         This Plan shall be either: a) unfunded and benefits hereunder shall be
payable only from the general assets of UDLP, or (b) funded through a Rabbi's

         Section 5.  Administration.
         ---------   --------------

         This Plan shall be administered by the Employee Benefits Committee of
UDLP ("EBC"). The EBC's decision with respect to any matter pertaining to the
Plan including without limitation the employees determined to be participants,
the benefits payable and the construction or interpretation of any provision
hereof, shall be final, conclusive and binding upon all interested persons.

         Section 6.  Amendment and Termination.
         ---------   -------------------------

         UDLP reserves the right to amend or terminate the Plan at any time but
no such action shall reduce the benefits which would be payable to any
Participant if employment terminated on the date such action is taken.

         Section 7.  Employment.
         ---------   ----------

         Nothing in this Plan shall be deemed to give any person the right to
remain in the employ of UDLP or affect the right of UDLP to terminate any
Participant's employment with or without cause.

         Section 8   Claim.
         ---------   -----

         Any person claiming a benefit or requesting an interpretation or ruling
under the Plan shall present the request in writing to the EBC, which shall
respond in writing as soon as practicable.

         (a)  Denial of Claim.

         If the claim or request is denied, the written notice of denial shall


          (i)   The reason for denial with specific reference to the Plan
provisions on which the denial was based;

          (ii)  A description of any additional material or information required
and an explanation of why it is necessary; and

          (iii) An explanation of the Plan's claim review procedure.

     (b) Review of Claim.

     Any person whose claim or request is denied or who has not received a
response within 60 days of the EBC's receipt of the written claim or request may
request review by notice given in writing to the EBC. The claim or request shall
be reviewed by the EBC which may grant the claimant a hearing or request a
hearing to clarify any related matters which it deems appropriate. On review,
the claimant may have representation, examine pertinent documents, and submit
issues and comments in writing.

     (c) Final Decision.

     The decision on review shall normally be made by the EBC within 60 days of
the date of the EBC's receipt of the written claim or request authorized by
Section 8(b). If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be 120
days. The decision shall be in writing and shall state the reason and the
relevant Plan provisions.

     (d) Arbitration.

     Any dispute arising hereunder upon conclusion of the procedures heretofore
provided in this Section 8 shall, upon request of the requesting person, be
decided by arbitration in the metropolitan area where the Participant is, or was
most recently, employed by UDLP, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The arbitrator's scope of review
of the final decision of the Employee Benefits Committee shall be whether such
decision was arbitrary and capricious. The award rendered in such arbitration
shall be final, and judgment on such award may be entered in any court, state or
federal, having jurisdiction thereover.

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