Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Caitlin Hayden

2

Reason for the notification

a)

Position/status

Group Communications Director

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Exercise of 30,000 options under the BAE Systems Long Term Incentive Plan (LTIP) and the subsequent sale of 11,740 shares, including those to satisfy tax liabilities.

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Exercise

Volume:  30,000

Price GBP: £145,530

Shares retained to settle the cost of exercise

Volume: 14,041

Price GBP: £145,534.965

Shares sold, including those sold to satisfy tax liabilities

Volume:  11,740

Price GBP: £121,685.10

e)

Date of the transaction

23-12-05

f)

Place of the transaction

XLON - London Stock Exchange