Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Dr Charles Woodburn

2

Reason for the notification

a)

Position/status

Group Chief Executive Officer

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 704,014 performance shares under the BAE Systems Long Term Incentive Plan (LTIP) and the subsequent sale of 331,716 shares to satisfy income tax and NIC liabilities.

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Exercise

Volume:  704,014

Price GBP: £0

Shares sold to satisfy income tax

Volume:  331,716

Price GBP: £4,161,708.936

e)

Date of the transaction

24-03-08

f)

Place of the transaction

XLON - London Stock Exchange