exv10w1



 





EXHIBIT 10.1



The indemnification agreement filed herewith was entered into with the following persons and each
agreement was identical in all respects other than the name and title of the counter party thereto:



	 	 	 
	

	 	Elmer L. Doty
	

	 	John W. Hendrix
	

	 	Keith B. Howe
	

	 	Alexander J. Krekich
	

	 	David V. Kolovat
	

	 	Dennis A. Wagner, III
	

	 	Frank C. Carlucci
	

	 	Peter J.Clare
	

	 	William E. Conway, Jr.
	

	 	C. Thomas Faulders, III
	

	 	Adm. Robert J. Natter (Ret.)
	

	 	Gen. J.H. Binford Peay, III (Ret.)
	

	 	Thomas W. Rabaut
	

	 	Francis Raborn
	

	 	Gen. John M. Shalikashvilli (Ret.)





INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (this “Agreement”) is made as of December
10, 2004, by and between United Defense Industries, Inc. (the “Company”), and
                   , a [
director/executive officer] of the Company (“Indemnitee”).



BACKGROUND




     A. The Board has determined that the Company’s ability to attract and
retain qualified persons as directors and officers is in the best interests of
the Company’s stockholders and that the Company should act to assure such
persons that there will be adequate certainty of protection through insurance
and indemnification against risks of claims and actions against them arising
out of their service to and activities on behalf of the Company.



     B. The Company has adopted provisions in its By-laws providing for
indemnification of its officers and directors to the fullest extent permitted
by applicable law, and the Company wishes to clarify and enhance the rights and
obligations of the Company and Indemnitee with respect to indemnification.



     C. In order to induce and encourage highly experienced and capable persons
such as Indemnitee to serve and continue to serve the Company as directors,
officers and/or in any other capacity, and to otherwise promote the desirable
end that such persons will resist what they consider unjustified lawsuits and
claims made against them in connection with the good faith performance of their
duties to the Company, with the knowledge that certain costs, judgments,
penalties, fines, liabilities and expenses incurred by them in their defense of
such litigation are to be borne by the Company and they will receive the
maximum protection against such risks and liabilities as may be afforded by
law, the Board has determined that the following Agreement is reasonable and
prudent to promote and ensure the best interests of the Company and its
stockholders.



     D. The Company desires to have Indemnitee continue to serve as a director
and/or officer of the Company and in such other capacity with respect to the
Company as the Company may request, as the case may be, free from undue concern
for unpredictable, inappropriate or unreasonable legal risks and personal
liabilities by reason of Indemnitee acting in good faith in the performance of
Indemnitee’s duty to the Company; and Indemnitee desires to continue so to
serve the Company, provided, and on the express condition, that he or she is
furnished with the indemnity set forth hereinafter.



AGREEMENT




     Now, therefore, in consideration of Indemnitee’s continued service as a
director or officer of the Company, the parties hereto agree as follows:



               1. Service by Indemnitee. Indemnitee will serve and/or continue to
serve as a director or officer of the Company faithfully and to the best of
Indemnitee’s ability so long as Indemnitee is duly elected or appointed and
until such time as Indemnitee is removed as permitted by law or tenders a
resignation in writing.



 









 





               2. Indemnification. The Company shall indemnify Indemnitee to the
fullest extent permitted by the Delaware General Corporation Law in effect on
the date hereof or as such law may from time to time be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment). Without diminishing the scope of
the indemnification provided by this Section, the rights of indemnification of
Indemnitee provided hereunder shall include but shall not be limited to those
rights hereinafter set forth, except that no indemnification shall be paid to
Indemnitee:



(a) to the extent expressly prohibited by Delaware law or the By-laws of
the Company, in each case as in effect on the date hereof or as such law
or By-laws, as the case may be, may from time to time be amended (but, in
the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than said
law or By-laws, as the case may be, permitted the Company to provide
prior to such amendment);



(b) for which payment has actually been made to Indemnitee under a valid
and collectible insurance policy or under a valid and enforceable
indemnity clause, by-law or agreement of the Company or any other company
or organization on whose board Indemnitee serves at the request of the
Company, except with respect to any deductible (or the equivalent) from
or excess beyond the amount payable or paid under any insurance policy or
other indemnity provision;



(c) for an accounting of profits made (i) from the purchase and sale (or
sale and purchase) by the Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Securities Exchange Act of 1934, as
amended, or similar provisions of state statutory law or common law, or
(ii) from any transactions prohibited under Section 306(a) of the
Sarbanes-Oxley Act of 2002;



(d) in connection with any Proceeding (or any part of any Proceeding),
including claims and counterclaims, initiated or brought voluntarily by
Indemnitee, including any Proceeding (or any part of any Proceeding)
initiated by such Indemnitee against the Company or its directors,
officers, employees or other Indemnitees in their capacity as such, but
excluding a judicial proceeding or arbitration pursuant to Section 10 to
enforce rights under this Agreement, unless the Board authorized the
Proceeding (or such part of any Proceeding) prior to its initiation;



(e) with respect to any action, suit or proceeding brought by or on
behalf of the Company against Indemnitee that is authorized by the Board,
except as provided in Sections 4, 5 and 6 below.



               3. Action or Proceedings Other than an Action by or in the Right of the
Company. Except as limited by Section 2 above, Indemnitee shall be
entitled to the indemnification rights provided in this Section if Indemnitee
is a party or is threatened to be made a party to any Proceeding (other than an
action by or in the name of the Company) by reason of the fact that Indemnitee
is or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or



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agent or fiduciary of any other entity (including, but not limited to,
another corporation, partnership, joint venture or trust); or by reason of
anything done or not done by Indemnitee in any such capacity. Pursuant to this
Section, Indemnitee shall be indemnified against all costs, judgments,
penalties, fines, liabilities, amounts paid in settlement by or on behalf of
Indemnitee, and Expenses (defined below) actually and reasonably incurred by
Indemnitee in connection with such Proceeding, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and with respect to any criminal Proceeding, had
no reasonable cause to believe his or her conduct was unlawful.




               4. Indemnity in Proceedings by or in the Name of the Company.
Except as limited by Section 2 above, Indemnitee shall be entitled to the
indemnification rights provided in this Section if Indemnitee was or is a party
or is threatened to be made a party to any Proceeding brought by or in the name
of the Company to procure a judgment in its favor by reason of the fact that
Indemnitee is or was a director, officer, employee or agent or fiduciary of the
Company, or by reason of anything done or not done by Indemnitee in any such
capacity. Pursuant to this Section, Indemnitee shall be indemnified against
all costs, judgments, penalties, fines, liabilities, amounts paid in settlement
by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by
Indemnitee in connection with such Proceeding if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company; provided, however, that no such indemnification
shall be made in respect of any claim, issue, or matter as to which Delaware
law expressly prohibits such indemnification by reason of any adjudication of
liability of Indemnitee to the Company, unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
Indemnitee is entitled to indemnification for such costs, judgments, penalties,
fines, liabilities and Expenses as such court shall deem proper.



               5. Indemnification for Costs, Charges and Expenses of Successful
Party. Notwithstanding the limitations of Section 2(e), 3 and 4 above, to
the extent that Indemnitee has been successful, on the merits or otherwise, in
whole or in part, in defense of any action, suit or proceeding (including an
action, suit or proceeding brought by or on behalf of the Company) or in
defense of any claim, issue or matter therein, including, without limitation,
the dismissal of any action without prejudice, or if it is ultimately
determined that Indemnitee is otherwise entitled to be indemnified against
Expenses, Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred in connection with such action, suit or proceeding. For
purposes of this Agreement and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal or withdrawal, with or
without prejudice, shall be deemed to be a successful result with respect to
Indemnitee as to such claim, issue or matter. Without limiting the foregoing,
if any Proceeding or any claim, issue or matter therein is disposed of or
withdrawn, on the merits or otherwise (including a disposition without
prejudice), without (i) the disposition being adverse to the Indemnitee, (ii)
an adjudication that the Indemnitee was liable to the Company, (iii) a plea of
guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the
Indemnitee did not act in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company and (v)
with respect to any criminal proceeding, an adjudication that the Indemnitee
had reasonable
cause to believe such Indemnitee’s conduct was unlawful, the Indemnitee
shall be considered for the purposes hereof to have been wholly successful with
respect thereto.



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               6. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the costs, judgments, penalties, fines, liabilities or Expenses
actually and reasonably incurred in connection with any action, suit or
proceeding (including an action, suit or proceeding brought by or on behalf of
the Company), but not, however, for all of the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion of such costs,
judgments, penalties, fines, liabilities and Expenses actually and reasonably
incurred to which Indemnitee is entitled.



               7. Indemnification for Expenses of a Witness. Notwithstanding any
other provision of this Agreement, to the maximum extent permitted by
applicable law, Indemnitee shall be entitled to indemnification against all
Expenses actually and reasonably incurred or suffered by Indemnitee or on
Indemnitee’s behalf if Indemnitee appears as a witness or otherwise incurs
legal expenses as a result of or related to Indemnitee’s service as a director
or officer of the Company, in any threatened, pending or completed legal,
administrative, investigative or other proceeding or matter to which, at the
time such expenses were incurred, Indemnitee neither is, nor is threatened to
be made, a party.



               8. Determination of Entitlement to Indemnification. Upon written
request by Indemnitee for indemnification pursuant to Sections 3, 4, 5, 6 or
7, the entitlement of Indemnitee to indemnification, to the extent not provided
pursuant to the terms of this Agreement, shall be determined by the following
person or persons who shall be empowered to make such determination: (a) the
Board by a majority vote of Disinterested Directors (defined below), whether or
not such majority constitutes a quorum; (b) a committee of Disinterested
Directors designated by a majority vote of such directors, whether or not such
majority constitutes a quorum; (c) if there are no Disinterested Directors, or
if the Disinterested Directors so direct, by Independent Counsel (defined
below) in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee; or (d) the stockholders of the Company. Such Independent Counsel
shall be selected by the Board, and approved by Indemnitee. Upon failure of
the Board so to select such Independent Counsel or upon failure of Indemnitee
so to approve, such Independent Counsel shall be selected upon application to a
court of competent jurisdiction. Such determination of entitlement to
indemnification shall be made not later than 30 calendar days after receipt by
the Company of a written request for indemnification. Such request shall
include documentation or information which is necessary for such determination
and which is reasonably available to Indemnitee. Any Expenses incurred by
Indemnitee in connection with a request for indemnification or payment of
Expenses hereunder, under any other agreement, any provision of the Company’s
By-laws, or any directors’ and officers’ liability insurance, shall be borne by
the Company. The Company hereby indemnifies Indemnitee for any such Expense
and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of
the determination of Indemnitee’s entitlement to indemnification. If the
person making such determination shall determine that Indemnitee is entitled to
indemnification as to part (but not all) of the application for
indemnification, such person shall reasonably prorate such partial
indemnification among the claims, issues or matters at issue at the time of the
determination.



               9. Presumptions and Effect of Certain Proceedings. The Secretary
of the Company shall, promptly upon receipt of Indemnitee’s request for
indemnification, advise in writing the Board or such other person or persons
empowered to make the determination as provided in Section 8 that Indemnitee
has made such request for indemnification. Upon making



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such request for
indemnification, Indemnitee shall be presumed to be entitled to indemnification
hereunder and the Company shall have the burden of proof in making any
determination contrary to such presumption. If the person or persons so
empowered to make such determination shall have failed to make the requested
determination with respect to indemnification within 30 calendar days after
receipt by the Company of such request, a requisite determination of
entitlement to indemnification shall be deemed to have been made and Indemnitee
shall be absolutely entitled to such indemnification, absent actual and
material fraud in the request for indemnification. The termination of any
Proceeding described in Sections 3 or 4 by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself: (a) create a presumption that Indemnitee did not act in good faith and
in a manner which Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company, or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was
unlawful; or (b) otherwise adversely affect the rights of Indemnitee to
indemnification except as may be provided herein.




               10. Remedies of Indemnitee in Cases of Determination not to Indemnify
or to Pay Expenses. In the event that a determination is made that
Indemnitee is not entitled to indemnification hereunder or if payment has not
been timely made following a determination of entitlement to indemnification
pursuant to Sections 8 and 9, or if Expenses are not paid pursuant to Section
15, Indemnitee shall be entitled to final adjudication in a court of competent
jurisdiction of entitlement to such indemnification or payment. Alternatively,
Indemnitee at Indemnitee’s option may seek an award in an arbitration to be
conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association, such award to be made within 60 days following the
filing of the demand for arbitration. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration or any
other claim. The determination in any such judicial proceeding or arbitration
shall be made de novo and Indemnitee shall not be prejudiced by reason of a
determination (if so made) pursuant to Sections 8 or 9 that Indemnitee is not
entitled to indemnification. If a determination is made or deemed to have been
made pursuant to the terms of Section 8 or 9 that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination and is
precluded from asserting that such determination has not been made or that the
procedure by which such determination was made is not valid, binding and
enforceable. The Company further agrees to stipulate in any such court or
before any such arbitrator that the Company is bound by all the provisions of
this Agreement and is precluded from making any assertions to the contrary. If
the court or arbitrator shall determine that Indemnitee is entitled to any
indemnification or payment of Expenses hereunder, the Company shall pay all
Expenses actually and reasonably incurred by Indemnitee in connection with such
adjudication or award in arbitration (including, but not limited to, any
appellate Proceedings).



               11. Other Rights to Indemnification. Indemnification and payment
of Expenses provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may now or in the future be entitled under any
provision of the By-laws or
other organizational documents of the Company, vote of stockholders or
Disinterested Directors, provision of law, agreement or otherwise.



               12. Expenses to Enforce Agreement. In the event that Indemnitee is
subject to or intervenes in any Proceeding in which the validity or
enforceability of this Agreement is at



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issue or seeks an adjudication or award
in arbitration to enforce Indemnitee’s rights under, or to recover damages for
breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole or in
part in such action, shall be entitled to recover from the Company and shall be
indemnified by the Company against any actual Expenses incurred by Indemnitee.




               13. Continuation of Indemnity. All agreements and obligations of
the Company contained herein shall continue during the period Indemnitee is a
director, officer, employee or agent of the Company or is serving at the
request of the Company as a director, officer, employee or agent or fiduciary
of any other entity (including, but not limited to, another corporation,
partnership, joint venture or trust) of the Company and shall also continue
after the period of such service with respect to any possible claims based on
the fact that Indemnitee was or had been a director, officer, employee or agent
of the Company or was or had been serving at the request of the Company as a
director, officer, employee or agent or fiduciary of any other entity
(including, but not limited to, another corporation, partnership, joint venture
or trust). This Agreement shall be binding upon all successors and assigns of
the Company (including any transferee of all or substantially all of its assets
and any successor by merger or operation of law) and shall inure to the benefit
of the heirs, personal representatives and estate of Indemnitee.



               14. Notification and Defense of Claim. Promptly after receipt by
Indemnitee of notice of any Proceeding, Indemnitee will, if a claim in respect
thereof is to be made against the Company under this Agreement, notify the
Company in writing of the commencement thereof; but the omission so to notify
the Company will not relieve the Company from any liability that it may have to
Indemnitee. Notwithstanding any other provision of this Agreement, with
respect to any such Proceeding of which Indemnitee notifies the Company:



(a) The Company shall be entitled to participate therein at its own
expense; and



(b) Except as otherwise provided in this Section 14(b), to the extent
that it may wish, the Company, jointly with any other indemnifying party
similarly notified, shall be entitled to assume the defense thereof, with
counsel satisfactory to Indemnitee. After notice from the Company to
Indemnitee of its election so to assume the defense thereof, the Company
shall not be liable to Indemnitee under this Agreement for any expenses
of counsel subsequently incurred by Indemnitee in connection with the
defense thereof except as otherwise provided below. Indemnitee shall
have the right to employ Indemnitee’s own counsel in such Proceeding, but
the fees and expenses of such counsel incurred after notice from the
Company of its assumption of the defense thereof shall be at the expense
of Indemnitee unless (i) the employment of counsel by Indemnitee has been
authorized by the Company, (ii) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company
and Indemnitee in the conduct of the defense of such action, or (iii) the
Company shall not within 60 calendar days of receipt of notice from
Indemnitee in fact have employed counsel to assume the defense of the
action, in each of which cases the fees and expenses of Indemnitee’s
counsel shall be
at the expense of the Company. The Company shall not be entitled to
assume the defense of any Proceeding brought by or on behalf of the
Company or as to which Indemnitee shall have made the conclusion provided
for in (ii) above; and



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(c) If the Company has assumed the defense of a Proceeding, the Company
shall not be liable to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any Proceeding effected without the
Company’s written consent. The Company shall not settle any Proceeding
in any manner that would involve an admission of guilt or wrongful
conduct by Indemnitee, or impose any penalty, prohibition, restriction or
limitation on, or disclosure obligation with respect to, Indemnitee
without Indemnitee’s prior written consent. Neither the Company nor
Indemnitee will unreasonably withhold its consent to any proposed
settlement.



               15. Payment of Expenses.



(a) All Expenses incurred by Indemnitee in advance of the final
disposition of any Proceeding shall be paid by the Company at the request
of Indemnitee, each such payment to be made within 20 calendar days after
the receipt by the Company of a statement or statements from Indemnitee
requesting such payment or payments from time to time. Indemnitee’s
entitlement to such Expenses shall include those incurred in connection
with any Proceeding by Indemnitee seeking a judgment in court or an
adjudication or award in arbitration pursuant to this Agreement
(including the enforcement of this provision). Such statement or
statements shall (i) reasonably evidence the expenses and costs incurred
by Indemnitee in connection therewith, provided, however, that Indemnitee
shall not be required to provide any billing detail or other information
to the extent that disclosure of such detail or information would
jeopardize any attorney-client or other applicable privilege, as
determined by Indemnitee in his or her reasonable discretion; and (ii)
include or be accompanied by an undertaking, in substantially the form
attached as Exhibit 1, by or on behalf of Indemnitee to reimburse such
amount if it is finally determined, after all appeals, by a court of
competent jurisdiction that Indemnitee is not entitled to be indemnified
against such Expenses by the Company as provided by this Agreement or
otherwise.



(b) Advances shall be made without making or requiring any determination
or evidence as to Indemnitee’s ability to repay the Expenses and without
regard to the Indemnitee’s ultimate entitlement to indemnification under
the other provisions of this Agreement or otherwise. Advances shall be
unsecured and interest-free. Advances shall include any and all
reasonable Expenses incurred pursuing an action to enforce the right of
advancement under this Agreement, including Expenses incurred preparing
and forwarding statements to the Company to support the advances claimed.
An Indemnitee shall qualify for advances solely upon the execution and
delivery to the Company of the undertaking described in Section 15(a).



(c) Notwithstanding any other provision of this Agreement to the
contrary, an Indemnitee shall be entitled to the advancement of the
Indemnitee’s Expenses incurred in connection with the determination as to
whether or not such Indemnitee is entitled to indemnification in any
instance, including but not limited to Expenses incurred in
connection with any judicial proceeding to make such determination, even
if it is ultimately determined that such Indemnitee is not entitled to
indemnification, if the Indemnitee (or the Company with respect to the
Indemnitee) is nonetheless entitled to coverage in such instance under
any insurance arranged by the Company (as




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 contemplated by the Company’s By-Laws), and any undertaking to repay advanced Expenses shall be
qualified to except the repayment of advanced Expenses in circumstances
of such insurance coverage even if it is ultimately determined that the
Indemnitee is not entitled to indemnification. This Section 15(c) shall
not apply to any claim made by Indemnitee for which indemnification is
excluded pursuant to Section 2, except to the extent provided in the
immediately preceding sentence.



(d) Notwithstanding anything in this Agreement to the contrary, the
Company shall not be required to advance any expenses to an Indemnitee in
the event and to the extent that such Indemnitee has entered a plea of
guilty in the applicable criminal Proceeding.



     16. Contribution. To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to an Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying the Indemnitee, shall contribute to the amount incurred by
Indemnitee, whether for judgments, fines (including any excise taxes),
penalties, excise taxes, amounts paid or to be paid in settlement and/or for
Expenses, in connection with any claim relating to an indemnifiable event under
this Agreement, in such proportion as is deemed fair and reasonable in light of
all of the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company and Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the
relative fault of the Company (and its directors, officers, employees and
agents) and Indemnitee in connection with such event(s) and/or transaction(s).



     17. Separability; Prior Indemnification Agreements. If any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including without
limitation, all portions of any paragraphs of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that are not by
themselves invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby, and (b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, all portions of any paragraph of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent of the parties that the Company
provide protection to Indemnitee to the fullest enforceable extent. This
Agreement shall supersede and replace any prior indemnification agreements
entered into by and between the Company and Indemnitee and any such prior
agreements shall be terminated upon execution of this Agreement.



     18. Headings; References; Pronouns. The headings of the sections
of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.
References herein to section numbers are to sections of this Agreement. All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as appropriate.



     19. Insurance. To the extent that the Company maintains insurance
on behalf of any person who is or will be a director, officer, employee or
agent of the Company, or is or will be a director or officer of the Company
serving at the request of the Company as a director,



8









 




officer, employee or agent of another Company, partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss, Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage thereunder for any director, officer, employee
or agent of the Company. If, at the time of the receipt of a notice of a claim
pursuant to the terms hereof, the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth
in the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms
of such policies.





     20. Definitions. For purposes of this Agreement:



(a) “Board” means the Board of Directors of the Company.



(b) “Disinterested Director” means a director of the Company who is not
or was not a party to the Proceeding in respect of which indemnification
is being sought by Indemnitee.



(c) “Expenses” includes, without limitation, expenses incurred in
connection with the defense or settlement of any and all investigations,
judicial or administrative proceedings or appeals, attorneys’ fees,
witness fees and expenses, fees and expenses of accountants and other
advisors, retainers and disbursements and advances thereon, the premium,
security for, and other costs relating to any bond (including cost bonds,
appraisal bonds or their equivalents), and any expenses of establishing a
right to indemnification under Sections 8, 10 and 12 above, but shall not
include the amount of judgments, fines or penalties actually levied
against Indemnitee.



(d) “Independent Counsel” means a law firm or a member of a law firm that
neither is presently nor in the past five years has been retained to
represent: (i) the Company or Indemnitee in any matter material to
either such party, or (ii) any other party to the Proceeding giving rise
to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under
the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or
Indemnitee in an action to determine Indemnitee’s right to
indemnification under this Agreement.



(e) “Proceeding” includes any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative or legislative hearing or any other actual,
threatened or completed proceeding, including any and all appeals,
whether brought in the right of the Company or otherwise and whether of a
civil, criminal, administrative or investigative nature, in which
Indemnitee was involved, or becomes or may become involved, as a party or
otherwise, for which indemnification is not prohibited under Sections
2(a)-(d) above, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have
been involved as a party or otherwise, by reason of the fact that
Indemnitee is or was a director, officer, employee or agent of the
Company, or is or was serving, at the request of the Company,



9









 








as a director, officer, employee or agent or fiduciary of any other entity,
including, but not limited to, another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, or by reason
of anything done or not done by Indemnitee in any such capacity, whether
or not Indemnitee is serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement or
advancement of expenses can be provided under this Agreement.




     21. Other Provisions.



(a) This Agreement shall be interpreted and enforced in accordance with
the laws of Delaware.



(b) This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. Only one such
counterpart signed by the party against whom enforceability is sought
needs to be produced as evidence of the existence of this Agreement.



(c) This agreement shall not be deemed an employment contract between the
Company and any Indemnitee who is an officer of the Company, and, if
Indemnitee is an officer of the Company, Indemnitee specifically
acknowledges that Indemnitee may be discharged at any time for any
reason, with or without cause, and with or without severance
compensation, except as may be otherwise provided by law or in a separate
written contract between Indemnitee and the Company.



(d) Upon a payment to Indemnitee under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of
Indemnitee to recover against any person for such liability, and
Indemnitee shall execute all documents and instruments required and shall
take such other actions as may be necessary to secure such rights,
including the execution of such documents as may be necessary for the
Company to bring suit to enforce such rights.



(e) No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver. Any
waiver of any of the provisions of this Agreement must be in writing and
executed by the party against whom such waiver is to be effective.


[SIGNATURE PAGE FOLLOWS]




10









 








          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	UNITED DEFENSE INDUSTRIES, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	Name:
	 	 	 	 
	

	 	Title:
	 	 	 	 
	

	 	 	 	 	 	
	 
	 	 	 	 	 	 
	 	 	INDEMNITEE
	 
	 	 	 	 	 	 
	 	 	

	 	 	Name:







[SIGNATURE PAGE TO UNITED DEFENSE INDEMNIFICATION AGREEMENT]




 









 








EXHIBIT 1




UNDERTAKING TO REPAY INDEMNIFICATION EXPENSES




     I                                                                                                , agree to reimburse
the Company for all expenses paid to me by the Company for my defense in any
civil or criminal action, suit, or proceeding, in the event, and to the extent
that it is finally determined, after all appeals, by a court of competent
jurisdiction that I am not entitled to be indemnified by the Company for such
expenses, except to the extent provided for in Section 15(c) of the
Indemnification Agreement between the Company and me, dated as of                    .



	 	 	 	 	 	 	 
	 	 	Signature	 	 
	

	 	 	 	 	 	

	 
	 	 	 	 	 	 
	 	 	Typed Name	 	 
	

	 	 	 	 	 	

	 
	 	 	 	 	 	 
	

	 	Office	 	 	 	 
	 	 	 	 	








                                            ) ss:


Before me                                            , on this day personally appeared
                                      , known to me to be the person whose name is
subscribed to the foregoing instrument, and who, after being duly sworn, stated
that the contents of said instrument is to the best of his/her knowledge and
belief true and correct and who acknowledged that he/she executed the same for
the purpose and consideration therein expressed.



GIVEN under my hand and official seal at                , this                 day of
                   , 200     .




	 	 	 
	

	 	

	

	 	          Notary Public







My commission expires: