GENERAL DYNAMICS CORP
SUPPLEMENTAL SAVINGS AND STOCK INVESTMENT PLAN
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<TYPE>EX-10.15
<SEQUENCE>4
<FILENAME>w46524ex10-15.txt
<DESCRIPTION>SUPPLEMENTAL SAVINGS AND STOCK INVESTMENT PLAN
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                                                                   EXHIBIT 10.15

                          GENERAL DYNAMICS CORPORATION

                            SUPPLEMENTAL SAVINGS AND
                              STOCK INVESTMENT PLAN















                          Effective 1 January 1983 and
                             restated for amendments
                             through 1 January 1998



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                          GENERAL DYNAMICS CORPORATION
                            SUPPLEMENTAL SAVINGS AND
                              STOCK INVESTMENT PLAN


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                      <C>
INTRODUCTION...............................................................................1

SECTION 1   Definitions....................................................................2

SECTION 2   Supplemental Benefits Due to Limitations
            Under Defined Contribution Plans...............................................4

SECTION 3   Special Supplemental Benefits..................................................7

SECTION 4   Miscellaneous Provisions.......................................................8

SECTION 5   Amendment and Termination of Plan.............................................10
</TABLE>


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                          GENERAL DYNAMICS CORPORATION
                            SUPPLEMENTAL SAVINGS AND
                              STOCK INVESTMENT PLAN


                                  INTRODUCTION

This Plan is established effective 1 January 1983, restated as of 1 January
1987, and restated again as of 1 January 1998 so as to strengthen the ability of
the Corporation and its Subsidiaries to attract and retain persons of
outstanding competence upon which, in large measure, continued growth and
profitability depend.

The Plan is intended to supplement benefits that may be provided under any plans
of the Corporation and its Subsidiaries, as they may be in effect from time to
time, that are qualified under Section 401 of the Internal Revenue Code of 1986,
as amended. The Corporation shall not be required to fund, in any way, any of
the benefits provided under this Plan prior to the time payments become due to
persons hereunder.

The Plan is intended to be an unfunded deferred compensation plan for a select
group of management or highly compensated employees and an unfunded excess
benefit plan within the meanings of Sections 3(36), 201(2), 201(7), and
301(a)(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and shall be construed and interpreted accordingly.


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                                    SECTION 1

                                   DEFINITIONS

Where the following words and phrases appear in the Plan, they shall have the
respective meanings set forth below, unless the context clearly indicates to the
contrary. Some of the words and phrases used in the Plan are not defined in this
Section 1, but, for convenience, are defined as they are introduced into the
text.

1.1     Plan shall mean the General Dynamics Corporation Supplemental Savings
        and Stock Investment Plan effective 1 January 1983, restated effective 1
        January 1987, and restated again effective 1 January 1998, as it shall
        be amended from time to time.

1.2     Corporation or Company shall mean General Dynamics Corporation, a
        Delaware corporation, and any successor thereof.

1.3     Subsidiary shall mean any corporation of which General Dynamics
        Corporation owns, directly or indirectly, fifty percent (50%) or more of
        the outstanding voting stock.

1.4     Employee shall mean any person who is regularly employed as a full-time,
        salaried or hourly employee by the Corporation or its Subsidiaries in
        any capacity including officers (and also including directors who
        regularly render services to the Corporation or its Subsidiaries as
        regular full-time employees), and who is not covered by a collective
        bargaining agreement.

1.5     Highly Compensated Employee shall mean an individual as described in
        Code Section 414(q) as amended.

1.6     Member shall mean an employee who satisfies the eligibility criteria
        described at Section 2.1.

1.7     Retirement Plan shall mean any plan, fund or program which was
        theretofore or is hereafter established or maintained by the Corporation
        and/or its Subsidiaries and which is qualified under Section 401 of the
        Code to the extent that by its express terms or as a result of
        surrounding circumstances such plan, fund, or program

        (a)     provides retirement income to Employees, or

        (b)     results in a deferral of income by Employees for periods
                extending to the termination of covered employment or beyond,


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        regardless of the method of calculating the contributions made to the
        Plan, the method of calculating the benefits under the Plan or the
        method of distributing benefits from the Plan.

1.8     Defined Contribution Plan or "DC Plan" shall mean a qualified Retirement
        Plan maintained by the Corporation which provides for an individual
        account for each covered employee and for benefits based solely upon the
        amount contributed to the Employee's account, and any income, expenses,
        gains and losses, and any other amounts which may be allocated to such
        account. Without limitation, this will include the General Dynamics
        Savings and Stock Investment Plan and Hourly Employees Savings and Stock
        Investment Plan and such other Plans as may be established from time to
        time and included hereunder.

1.9     Code shall mean the Internal Revenue Code of 1986, as amended from time
        to time.

1.10    ERISA shall mean Public Law No. 93-406, the Employee Retirement Income
        Security Act of 1974, as amended from time to time.

1.11.   Matched Employee Contributions or Matched Salary Deferrals shall mean
        employee contributions or salary deferrals made by an Employee to a
        Defined Contribution Plan which are the basis for an allocation of a
        Company contribution to the Defined Contribution Plan.

1.12    Company Contributions shall mean amounts contributed to a Defined
        Contribution Plan by the Corporation or its subsidiaries which are
        either (a) determined with reference to amounts of matched employee
        contributions or matched salary deferrals or (b) determined
        independently thereof but allocated with respect to such contributions,
        deferrals, or employee compensation.

1.13    Prior Plan shall mean the General Dynamics Corporation Supplemental
        Savings and Stock Investment Plan effective 1 January 1983, restated 1
        January 1987.



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                                    SECTION 2

                    SUPPLEMENTAL BENEFITS DUE TO LIMITATIONS
                        UNDER DEFINED CONTRIBUTION PLANS

2.1     Participation. Eligibility for participation in any benefits provided
        under this Plan shall be extended to selected Highly Compensated
        Employees who are active Members under any Defined Contribution Plan who
        elect to defer salary or make contributions pursuant to this Plan and
        whose Employee Contributions or Salary Deferrals to a Defined
        Contribution Plan are restricted due to the limitations of Code Section
        402(g) (limiting the maximum permitted elective deferral to such Plan)
        or 401(a)(17) (limiting the maximum annual compensation which may be
        considered under a Retirement Plan).

2.2     Benefits. An account shall be established on behalf of a Member entitled
        to any benefits under this Section 2. All amounts accrued for the
        benefit of Members under the Prior Plan shall remain credited to their
        accounts. Such account shall be credited with an amount equal to (a)
        minus (b) plus (c) as follows:

        (a)     As of each accounting date, the amount of Matched Employee
                Contributions, Matched Salary Deferrals and Company
                Contributions that would have been credited to the benefit of a
                Member under the various Defined Contributions Plans in which
                the Member participates if no limitations were imposed under
                Code Sections 401(a)(17) and 402(g) as described in Section 2.1
                above. Member contributions and salary deferrals credited to a
                Member under this paragraph 2.2(a) shall be credited pursuant to
                an election by the Member to defer the receipt of the
                appropriate portion of his compensation. Notwithstanding the
                foregoing, unmatched contributions may be credited under this
                paragraph 2.2(a) in certain circumstances for Members in the
                following groups: Bath Iron Works, General Dynamics Armament
                Systems, Inc. and General Dynamics Defense Systems, Inc.,
                General Dynamics Advanced Technology Systems, Inc. and General
                Dynamics Information Systems.

        (b)     The amount of Matched Employee Contributions, Matched Salary
                Deferrals and Company Contributions actually credited to the
                benefit of the Member under the various Defined Contribution
                Plans.

        (c)     An amount equivalent to an investment return on any balance in
                the account as of the close of the immediately preceding
                accounting date. The amount added shall be the same as the
                investment return actually recognized on each fund or investment
                in the Defined Contribution Plan that the balances in this Plan
                would have earned if the balances had been invested in the
                Defined Contribution Plan under the investment options actually
                selected by the Member thereunder.


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        No amount shall be credited to any account maintained pursuant to this
        Section 2: (1) for any pay period in which a Member does not contribute
        the maximum amount of Employee Contributions or make the maximum Salary
        Deferral permitted under the various Defined Contributions Plans or (2)
        with respect to any salary deferrals or contributions which a Member
        made (or could have made but for the limitations described in paragraph
        2.1) if the Company contributions are not made to the Defined
        Contribution Plan with respect to such Member deferrals and
        contributions. An "accounting date" is each day on which the financial
        markets and the federal banking wire system are open for business.

2.3     Payment and Nonforfeitability of Benefits and Maintenance of Accounts.
        All benefits accrued under this Section 2 shall be paid under the same
        conditions, rules and restrictions as would apply to the benefits as if
        they were provided under a Defined Contribution Plan except as provided
        below or elsewhere in this Plan:

        (a)     If a Member makes an investment fund transfer or investment
                option change pursuant to the provisions of a DC Plan, the
                identical investment fund transfer or investment option change
                shall be performed in this Plan but no such transfer or change
                shall be permitted in this Plan unless made in the DC Plan.
                Notwithstanding the foregoing, the Corporation may, in its
                discretion, approve transfers or changes in this Plan where no
                transfer or change is possible in the DC Plan due to loans and
                withdrawals.

        (b)     Members shall not be entitled to receive distributions or make
                withdrawals of any portion of their account balances while
                employed by the Corporation or any of its Subsidiaries.

        (c)     Upon separation from service with the Corporation and its
                Subsidiaries, the entire nonforfeitable balance of a Member's
                account (valued as of the accounting date coincident with or
                immediately following the date of separation) shall be paid to
                the Member within 90 days following the end of the month in
                which the separation occurred. However, any Member who retires
                from the service of the Corporation after attaining age 55 may,
                by a written statement filed with the Corporation within 60 days
                before the separation occurred, irrevocably elect to defer
                commencement of such payments until a specific date which may be
                as late as the Member's attaining age 70 1/2. If deferral is
                elected, the Member may choose to have the account balance
                subsequently paid in a lump sum or in annual installments (which
                will commence as soon as practicable after the conclusion of the
                deferral period and will be payable annually thereafter) not to
                exceed 15 installments. To the extent consistent with the above
                requirements, deferrals and installment payments of
                distributions shall be governed by the provisions of the DC Plan
                covering deferrals of distribution and installment payments.


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        (e)     All account balances shall be paid in cash. No Member shall have
                any right to receive payment in any other form.

        (f)     The provisions of the DC Plan concerning Benefit Limitations and
                Top Heavy Conditions shall not apply to benefits accrued under
                this Plan.

        (g)     Upon the death of a Member prior to the entire balance of the
                Member's account having been paid, the entire unpaid balance
                shall be payable to the Member's beneficiary as determined under
                the DC Plan in which the Member was last actually participating.

        The Corporation shall promulgate such other additional rules and
        procedures governing the operation of this Plan as it may, from time to
        time and in its best judgment, determine are necessary.


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                                    SECTION 3

                          SPECIAL SUPPLEMENTAL BENEFITS

3.1     Participation. Recognizing the need to make special retirement and other
        compensation or employee benefit provisions for certain Employees, the
        Corporation may, from time to time and in its best judgment, designate
        such other groups of select management or highly compensated employees
        as being eligible to receive benefits under this Plan. Any such
        employees or groups of employees will be described in Special Appendices
        attached to this Plan.

3.2     Benefits. Such Supplemental Benefits may be provided only to select
        management or highly compensated employees in such amounts as the
        Corporation determines are appropriate.




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                                    SECTION 4

                            MISCELLANEOUS PROVISIONS

4.1     Construction. In the construction of the Plan the masculine shall
        include the feminine and the singular the plural in all cases where such
        meanings would be appropriate. This Plan shall be construed, governed,
        regulated and administered according to the laws of the State of
        Virginia.

4.2     Employment. Participation in the Plan shall not give any Employee the
        right to be retained in the employ of the Corporation or its
        Subsidiaries, or upon dismissal or upon his voluntary termination of
        employment, to have any right, legal or equitable, under the Plan or any
        portion thereof, except as expressly granted by the Plan.

4.3     Nonalienability of Benefits. No benefit under the Plan shall be subject
        in any manner to anticipation, alienation, sale, transfer, assignment,
        pledge, encumbrance or charge, and any attempt so to anticipate,
        alienate, sell, transfer, assign, pledge, encumber or charge the same
        shall be void, and no such benefit shall in any manner be liable for or
        subject to the debts, liabilities, engagements or torts of the person
        entitled to such benefit, except as specifically provided in the Plan.

4.4     Facility of Payment. If any recipient of benefits is, in the judgment of
        the Corporation, legally incapable of personally receiving and giving a
        valid receipt for any payment due him under the Plan, the Corporation
        may, unless and until claims shall have been made by a duly appointed
        guardian or committee of such person, make such payment or any part
        thereof to such person's spouse, children or other legal entity deemed
        by the Corporation to have incurred expenses or assumed responsibility
        for the expenses of such person. Any payment so made shall be a complete
        discharge of any liability under the Plan for such payment.

4.5     Obligation to Pay Amounts Hereunder.

        (a)     No trust fund, escrow account or other segregation of assets
                need be established or made by the Corporation to guarantee,
                secure or assure the payment of any amount payable hereunder.
                The Corporation's obligation to make payments pursuant to this
                Plan shall constitute only a general contractual liability of
                the Corporation to individuals entitled to benefits hereunder
                and other actual or possible payees hereunder in accordance with
                the terms hereof. Payments hereunder shall be made only from
                such funds of the Corporation as it shall determine, and no
                individual entitled to benefits hereunder shall have any
                interest in any particular asset of the Corporation by reason of
                the existence of this Plan. It is expressly understood as a
                condition for receipt of any benefits under


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                this Plan, that the Corporation is not obligated to create a
                trust fund or escrow account, or to segregate any asset of the
                Corporation in any fashion.

        (b)     The Corporation may, in its sole discretion, establish
                segregated funds, escrow accounts or trust funds whose primary
                purpose would be for the provision of benefits under this Plan.
                If such funds or accounts are established, however, individuals
                entitled to benefits hereunder shall not have any identifiable
                interest in any such funds or accounts nor shall such
                individuals be entitled to any preference or priority with
                respect to the assets of such funds or accounts. These funds and
                accounts would still be available to judgment creditors of the
                Corporation and to all creditors in the event of the
                Corporation's insolvency or bankruptcy.

4.6     Administration. The Plan shall be administered by the Company. The
        Company shall have the discretionary authority to construe and interpret
        the provisions of the Plan and make factual determinations thereunder,
        including the power to determine the rights or eligibility of employees
        or Members and any other persons, and the amounts of their benefits
        under the Plan, and to remedy ambiguities, inconsistencies or omissions,
        and such determinations shall be binding on all parties.

4.7     Claims Appeal Procedure. Upon receipt of a claim for benefits under the
        Plan, the Company shall notify the Member, the Member's beneficiary or
        authorized representative of any action taken within 90 days of
        receiving the claim. If the claim is denied, the denial shall be set
        forth in writing and shall include the specific reasons for the denial,
        with reference to pertinent Plan provisions on which the denial is
        based, and shall describe the procedure for perfecting the claim, or for
        requesting a review of the denial. Within 60 days after receiving a
        notification of denial of a claim, a Member or the Member's beneficiary
        may request that the Company make a full and fair review of the denial.
        In connection with this request, the Member may review pertinent
        documents and submit issues or comments in writing. The Company will
        make a final decision on the claim within 120 days of the request for
        review. Any decision made by the Company in good faith shall be final
        and binding on all parties.



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                                    SECTION 5

                      AMENDMENT AND TERMINATION OF THE PLAN

5.1     Amendment. The Chairman of the Board of Directors of the Corporation
        reserves the right to modify or amend this Plan in whole or in part,
        effective as of any specified date; provided, however, that the Chairman
        shall have no authority to modify or amend the Plan to:

        (a)     reduce any benefit accrued hereunder based on service and
                compensation to the date of amendment unless such action is
                necessary to prevent this Plan from being subject to any
                provision of Title 1, Subtitle B, Parts 2, 3 or 4 of ERISA;

        (b)     permit the accrual, holding or payment of actual shares of
                General Dynamics Common Stock under the Plan.

5.2     Termination.

        (a)     The Chairman of the Board of Directors of the Corporation
                reserves the right to terminate this Plan, in whole or in part.
                This Plan shall be automatically terminated upon a dissolution
                of the Corporation (but not upon a merger, consolidation,
                reorganization, recapitalization or acquisition of a controlling
                interest in the voting stock of the Corporation by another);
                upon the Corporation being legally adjudicated bankrupt; upon
                the appointment of a receiver or trustee in bankruptcy with
                respect to the Corporation's assets and business if such
                appointment is not set aside within ninety (90) days thereafter;
                or upon the making by the Corporation of an assignment for the
                benefit of creditors.

        (b)     Upon a termination of this Plan no additional Employees shall
                become entitled to benefits hereunder; all benefits accrued
                through the date of termination will become immediately
                nonforfeitable as to each Member; no additional benefits (other
                than the allocation of "income" or "earnings" on the Member's
                contributions) shall be accrued hereunder for subsequent payment
                and all benefits accrued to date shall be distributed to the
                Members as soon as practicable.



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