DELTA INVENTORY SUPPLY AGREEMENT

THIS DELTA INVENTORY SUPPLY AGREEMENT (this "Agreement") is made as of this 1st day of December, 2006 (the "Effective Date"), by and between United Launch Alliance, L.L.C., a Delaware limited liability company ("ULA") and The Boeing Company, a Delaware corporation ("Boeing"). ULA and Boeing are sometimes referred to herein as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Boeing, Lockheed Martin Corporation, a Maryland corporation ("Lockheed Martin"), and ULA entered into a Joint Venture Master Agreement dated as of May 2, 2005 (as amended, the "Master Agreement"), which provides, among other things, for the formation of a joint venture, ULA, to develop and manufacture integrated ELV Systems and supply related Launch Services to the U. S. Government upon the terms and subject to the conditions of the Master Agreement;

WHEREAS, ULA has, as part of its charter, authority to manufacture and sell Launch Services to the U. S. Government using the Delta II and Delta IV launch vehicles developed by Boeing;

WHEREAS, in connection with the Closing of the transactions contemplated by the Master Agreement, Boeing has licensed certain Delta technology to ULA and has contributed or caused to be contributed certain assets of its ELV Business to ULA (other than the Excluded Inventory, as defined below); and

WHEREAS, the Master Agreement requires that Boeing and ULA enter into this Agreement;

NOW THEREFORE, in consideration of the mutual promises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

AGREEMENT

ARTICLE 1
DEFINITIONS; EXCLUDED INVENTORY

1.1 General. As used herein, terms that are capitalized have the definitions ascribed to them by the Master Agreement, except as those definitions may be varied by the terms of this Agreement.

1.2 "Tooling" means jigs, dies, fixtures, molds, patterns, taps, gauges, other equipment and manufacturing aids, all components of these items, and replacements of these items, which are of such a specialized nature that without substantial modification or alteration their use is limited to the development or production of particular supplies or parts thereof or to the performance of particular services.

1.3 Excluded Inventory. On the Closing Date, pursuant to the terms and conditions of the Boeing Contribution and Assumption Agreement, Boeing contributed or caused to be contributed to ULA the Boeing Contributed Assets. These assets included some items of inventory but excluded the "Excluded Inventory," as defined in the Master Agreement. The Parties acknowledge and agree that the Excluded Inventory subject to this Agreement shall be determined in accordance with the following principles and procedures:

1.3.1 Excluded Inventory shall not include any Tooling.

1.3.2 Promptly following the Closing Date, Boeing shall prepare and submit to ULA and Lockheed Martin a statement setting forth Boeing's Proposed Adjusted Net Working Capital Amount in accordance with Section 3.04 of the Master Agreement. The amount of inventory included in Boeing's Proposed Adjusted Net Working Capital Amount and in Boeing's Adjusted Net Working Capital Amount (which may be a positive or negative number) will equal the aggregate value of the inventory of Boeing's ELV Business (including the Excluded Inventory), minus$1,860,000,000.

1.3.3 The value of the inventory of Boeing's ELV Business shall be determined in accordance with the accounting principles, policies, practices, methods and procedures, applied on a consistent basis in accordance with past practice, utilized in the preparation of Boeing's Opening Statement as disclosed in the Notes to such Opening Statement, except as otherwise set forth in the Notes to such Opening Statement.

1.3.4 The agreed-upon value of the Excluded Inventory subject to this Agreement shall be$1,860,000,000.

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