Professional Services Agreement - United Defense Industries Inc. and Robert M. Kimmitt

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 United Defense
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                         Professional Services Agreement

This Professional Services Agreement ('Agreement') dated as of the 15th day of
March 1998, is entered into by and between United Defense Industries, Inc., a
Delaware corporation having a place of business at 1525 Wilson Boulevard, Suite
700, Arlington, VA 22209 (hereinafter referred to as the 'Company') and Robert
M. Kimmitt, having his principal office at 2445 M Street, NW, Washington, DC
20037-1420 (hereinafter referred to as 'Director'). United Defense desires the
services of Director and Director desires to perform such services. In
consideration of the mutual covenants contained herein, the parties agree as
follows:

1. Statement of Work

Commencing on the date first herein written, Director shall perform the services
for United Defense as specifically directed by the authorized representative(s)
of United Defense as are described below:

      (a)   Serve as member of the Board of Directors of the Company, and if
            requested by the Company, one or more of its affiliates.

      (b)   Provide additional services as requested by the Company.

2. Payment

(a) In consideration of such services, subject to the terms and conditions of
this Agreement, and as Director's sole and entire compensation under or in
relation to this Agreement. United Defense shall pay Director compensation as
follows:

      (i) At the outset of the first year only of service as a Director
      hereunder, the grant of a non-qualified option to purchase one thousand
      (1,000) shares of the Company's common stock ('UDII Stock') at ten dollars
      ($10.00) per share, vesting immediately, and subject to further terms as
      more fully set forth in a Stock Option Agreement (the 'Option Agreement')
      to be provided to Director by the Company, and (ii) for each year of
      service as a Director hereunder, at Director's election, either
      twenty-five thousand dollars ($25,000) in cash or a further non-qualified
      option to purchase additional shares of (UDII Stock (the 'Additional
      Option') in the amount and at the price specified in the remainder of this
      paragraph. For each year of service hereunder in which Director elects in
      favor of the Additional Option, (i) the number of shares available under
      the option shall consist of four (4) times the figure produced by dividing
      $25,000 by the per-share value of UDII Stock (the 'Share Value'), and (ii)
      the exercise price shall be the Share Value. The Share Value applicable to
      an Additional Option shall be the most recent figure established by the
      Company as of the commencement of the year for which Director elects such
      option, and the Additional Option shall be subject to further terms as
      more fully set forth in the Option Agreement. For 1998, the Share Value is
      ten dollars ($10.00), and thus the Additional Option, if elected by
      Director, shall be for ten thousand (10,000) shares of UDII Stock at an
      exercise price often dollars ($10.00) per share. For each year of service
      hereunder in which Director elects in favor of the Additional Option,
      Director's entitlement to exercise the same shall vest in four equal
      quarterly installments.

(b) Payment of fees under this Agreement shall be made within thirty (30) days
of receipt by United Defense of invoices submitted by Director from time to time
as appropriate, but not more frequently than monthly, which invoices are to be
supported by a written summary of the work actually performed and the time
expended thereon by the Director during such billing period. United Defense
shall also reimburse Director for its reasonable out-of-pocket expenses
incurred, requested or authorized by United Defense. Reimbursements of expenses
hereunder will

 
be made on the basis of itemized statements submitted by Director, which
statements are to include actual bills, receipts, invoices or other evidence of
expenditures.

(c) Time spent in travel shall not be deemed to be time spent in connection with
this Agreement except to the extent that work is actually performed during
travel periods. Director shall comply with United Defense's travel policies,
except as otherwise agreed by United Defense in writing. Director shall not
incur any expense on behalf of United Defense except as contemplated by
paragraph 2 above or upon the prior written approval of United Defense.

From time to time upon request by United Defense, Director shall permit audit of
Director's compliance with the terms of this Agreement by United Defense
employees and/or representatives of any Governmental agencies to which United
Defense is or may be accountable. Any consulting work and related expenses which
do not accord with applicable laws, regulations, United Defense standards of
conduct or the terms of this Agreement, shall not be reimbursed.

3. Inventions and Data

(a) The term 'subject invention' as used in this Agreement means any invention,
discovery, improvement, design, idea or suggestion, whether or not patentable,
conceived and/or first actually reduced to practice by Director, whether acting
alone or jointly with others, in the course of or as a result of any work for
United Defense. The term 'subject data' as used in this Agreement means any
writings, sound recordings, pictorial reproductions, drawings or other graphic
representation and works of any similar nature, whether or not copyrightable,
which are prepared by Director, whether acting alone or jointly with others, in
the course of or as a result of any work for United Defense.

(b) All subject inventions and subject data are and shall remain the property of
United Defense, its successors or assigns, or its nominees, whether or not
United Defense obtains patent or copyright protection thereon. Director shall
(i) promptly disclose all subject inventions and subject data to United Defense;
(ii) assist United Defense upon request to procure and/or maintain patents,
copyrights and trade secrets throughout the world on said inventions and data;
and (iii) assist United Defense to record the existence of the right, title and
interest to said inventions and data in United Defense, at United Defense's
expense, including the execution of documents sought or required by United
Defense or any Governmental agency.

4. Confidential Treatment of Information

(a) Director shall not, either during or after the term of this Agreement,
directly or indirectly publish or disclose to any third party any information
(including but not limited to subject inventions or subject data) pertaining in
any way to the business of United Defense, its customers or suppliers, which is
developed, acquired or derived from association with United Defense, unless
United Defense gives written authorization to do so. Such information shall not
be used apart from United Defense business without written approval of United
Defense. Such prohibition against disclosure to others shall not apply to
information after it is clearly disclosed to the public by United Defense in
writing.

(b) Drawings, sketches and any other tangible material made or obtained by
Director from or for United Defense shall be turned over to United Defense in a
timely manner and shall not be removed from United Defense's premises without
the written permission of United Defense. If written permission is given to
remove any such material, the material shall be promptly returned to United
Defense upon completion of the work for United Defense or at any earlier time
requested by United Defense.

5. Work for Others

While engaged by the Company hereunder, Director shall not act as a consultant
for others regarding any matter in which any such other's interest is legally or
financially adverse to that of United Defense. Director represents and warrants
that Director has disclosed in writing to United Defense all other clients and
any work which may represent a conflict of interest with respect to the work to
be performed for United Defense under this Agreement.


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Director shall, during the term hereof, advise United Defense prior to entering
into any agreement with any other entity or performing any other work which may
result in such a conflict of interest, and further shall, during the term
hereof, not enter into any such agreement or perform any other such work without
the prior written approval of United Defense. 

6. Term and Termination

Unless earlier terminated in accordance with this Section 6, this Agreement
shall expire in 52 weeks following the date first above written. Additionally,
the term of this Agreement may be extended for one or more successive one-year
periods by written agreement of the parties. Whether during the original term or
any extension thereof, this Agreement may be terminated by either party at any
time (i) without cause, by giving not less than one (1) week's prior written
notice to the other, or (ii) upon breach by the other party, by the aggrieved
party's giving not less than ten (10) days' prior written notice, stating the
nature of such breach.

7. Information Provided

Director represents and warrants as to any information in any form which
Director may provide to United Defense that (i) Director has the lawful right to
provide such information to United Defense without breach of any law,
regulation, contract obligation or duty of employment and that United Defense
may receive and use such information without incurring any liability or
obligation to any other person or entity, and (ii) that any information provided
to United Defense which may have been obtained directly by Director or from any
other person or entity was obtained without violation of any law, regulation,
contract obligation, proprietary right or duty of employment. Director shall
indemnify, defend and hold harmless United Defense (including its employees,
officers and directors) from any damages and claims arising out of or related to
any breach by Director of such representations and warrants.

8. Compliance with Laws

(a) Director represents and warrants that (i) Director is and shall remain
familiar with all applicable laws and regulations relating to gratuities,
bribery, kickbacks, conflicts of interest, classified information and political
activity, (ii) no principal or relative of any principal of Director is a U.S.
Government official other than as expressly disclosed in writing by Director
prior to the date of this Agreement as first set forth above; and (iii) no U.S.
Government official has any beneficial interest in Director nor in any
compensation payable to Director by United Defense. Director shall report to
United Defense all contacts with U.S. Government employees and officials during
which United Defense matters are discussed. Director shall strictly comply with
all applicable statutes and regulations in the conduct of Director's work for
United Defense (including the law described in subparagraph (b) below) and shall
indemnify, defend and hold United Defense (including its employees, officers and
directors) harmless from any failure of the Director to do so.

(b) Director represents and warrants that, throughout the term of this
Agreement, Director (i) shall remain familiar with federal law regarding
procurement integrity (41 U.S.C. Paragraph 423) and regulations issued
thereunder, hereafter collectively referred to as the 'Law'), (ii) will comply
with the Law in all respects, and (iii) shall not be a 'procurement official' on
any procurement for which United Defense as a 'competing contractor' (as such
terms are defined in the Law). Director shall promptly execute the procurement
integrity certification attached hereto, shall re-execute such certification
annually or as otherwise requested by United Defense, and shall provide to
United Defense such other cooperation as United Defense may require to comply
with the Law, insofar as United Defense's compliance is affected by Director's
performance under or acts in relation to this Agreement.

9 Standards of Conduct

Director acknowledges receipt of a copy of the Business Conduct Guidelines and
Code of Ethics and shall comply with the standards of conduct set forth for
United Defense employees therein, and shall promptly complete and return to
United Defense the Letter of Certification appended to the Business Conduct
Guidelines.


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10. Report of Violations

Director shall report to the appropriate United Defense manager or to United
Defense's Ethics Hot Line number at (888) 912-2112, any request by any United
Defense employee to obtain any information or perform any other act under this
Agreement in a manner which would violate any applicable law, regulation,
contract obligation, duty of employment or United Defense standard of conduct.
Director is requested similarly to report any observed violation of law or
regulation by any United Defense personnel. All such reports will be handled on
a confidential basis and may be made anonymously, if appropriate.

11. Miscellaneous

(a) This Agreement contains the entire agreement of the parties with respect to
the subject matter hereof and supersedes any prior or contemporaneous
representation, warrants, understanding or agreement, written or oral, regarding
such subject matter. This Agreement shall not be deemed to create any
partnership, joint venture or enterprise or employment relationship between the
parties and Director shall have no authority to act in the name of or to
obligate United Defense in any way to third parties. Director shall diligently
make and perform all appropriate tax reports and filings as an independent
contractor and shall make all payments in such capacity required to federal,
state and local tax authorities, including but not limited to, income and social
security taxes; and Director shall indemnify and hold United Defense harmless
from and against any claim for taxes, interest and/or penalties, however
denominated, made by taxing authorities in respect to Director's activities
under or related to this Agreement.

(b) This Agreement shall be construed in accordance with and governed by the
laws of the State of Virginia and the United States of America.

(c) In the event any term or provision hereof is held to be invalid or
unenforceable by final judgment of any court of competent jurisdiction, such
term or provision shall thereupon be severed from this Agreement and the
remainder of the terms and provisions hereof shall remain in full force and
effect.

       In Witness Whereof, the parties hereto have executed this Agreement.

       Director:

             Robert M. Kimmitt
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             (Typed or printed name and title of signer)


             /s/ Robert M. Kimmitt
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             (Signature)

            Tax Identification No. (SSN or EIN): 226-68-0719


       United Defense, L.P.:


             /s/ Thomas W. Rabaut
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             (Signature)

             Thomas W. Rabaut, President & CEO
             ---------------------------------------------------
             (Typed or printed name and title of signer)


                                                                               4

 
                             Resolution Authorizing
                             Stock Option Grants to
                             Independent Directors

WHEREAS, on March 26, 1998 the Board of Directors adopted a resolution reserving
shares of the Corporation's $.001 per value common stock ('Stock') for use under
a stock option plan for the Corporation's Directors, officers, and other key
employees;

WHEREAS, on June 26, 1998 the Board of Directors adopted a resolution creating a
Compensation Committee from among its members and authorizing such Committee to
adopt a stock option plan;

WHEREAS, on July 25, 1998 the Compensation Committee adopted a resolution
approving and adopting the United Defense Stock Option Plan (the 'Plan') in the
form attached to such resolution;

WHEREAS, the Plan permits the grant of stock options to employees and directors
of the Corporation, but reserves to the Board of Directors the power to grant
options to the Corporation's independent Directors and the power to specify the
terms and conditions upon which any such options may be granted; and

WHEREAS, the Board of Directors has determined that the business interest of the
Corporation would be furthered by granting stock options to its independent
Directors, thereby further aligning the interests of such personnel with the
Corporation and its stockholders;

NOW THEREFORE BE IT RESOLVED, that options shall be granted under the Plan to
each of the Corporation's independent Directors, presently consisting of Robert
M. Kimmitt, Gen. J.H. Binford Peay, III (USA Ret.), and Gen. John M.
Shalikashvili (USA Ret.), in the following amounts and pricing: (i) upon an
independent Director's having been initially engaged as such, the grant of a
nonqualified option to purchase one thousand (1,000) shares of Stock under the
Plan at an exercise price of ten dollars ($10.00) per share, such option to vest
and become exercisable immediately upon grant; and (ii) for each year of service
as a Director of this Corporation, such Director may elect to receive as
compensation, in lieu of the $25,000 cash compensation, the grant of an
equivalent value in nonqualified options, to he computed as four times the
figure produced by dividing $25,000 by the per-share exercise price as most
recently specified by the Corporation, which price for any year of directorial
service commencing prior to the date of this resolution shall be ten dollars
($10.00) per share, and which options shall vest and become exercisable in equal
quarterly installments during the pertinent year of such Director's service;

RESOLVED FURTHER, that any and all letters of engagement to such independent
Directors heretofore signed by any officer of this Corporation be and the same
hereby are approved and ratified;

 
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RESOLVED FURTHER, that the terms and conditions upon which options are granted
to the Corporation's independent Directors shall be as set forth in the form of
Stock Option Agreement attached to these minutes as Exhibit E;

RESOLVED FURTHER, that the officers of the Corporation be, and each of them
hereby is, authorized and empowered (acting in the name and on behalf of the
Corporation) to execute, deliver, and perform all such documents, instruments,
and certificates and take such further actions as may be necessary, appropriate,
advisable, or desirable to effectuate any or all of the foregoing resolutions,
and any and all actions heretofore or hereafter taken by such authorized officer
(and any person acting on behalf of or under the direction of such authorized
officer) in furtherance of the objectives set forth in this resolution and all
transactions related thereto, are hereby authorized, approved, ratified, and
confirmed in all respects.