GENERAL DYNAMICS CORP
EX-10.19 FORM OF SEVERANCE PROTECTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>4
<FILENAME>w64756exv10w19.htm
<DESCRIPTION>EX-10.19 FORM OF SEVERANCE PROTECTION AGREEMENT
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<P align="center"><FONT size="2"><B>SEVERANCE PROTECTION AGREEMENT</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SEVERANCE PROTECTION AGREEMENT dated October &#95;&#95;&#95;&#95;&#95;&#95;, 2002, by and between
General Dynamics Corporation, a Delaware corporation (the &#147;Company&#148;), and
<B>&#95;&#95;&#95;&#95;&#95;&#95;</B>(the &#147;Executive&#148;).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board of Directors of the Company (the &#147;Board&#148;) recognizes that the
possibility of a Change in Control (as hereinafter defined) of the Company
exists and that the threat or occurrence of a Change in Control may result in
the distraction of its key management personnel because of the uncertainties
inherent in such a situation.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board has determined that it is essential and in the best interests of
the Company and its stockholders to retain the services of the Executive in the
event of the threat or occurrence of a Change in Control and to ensure the
Executive&#146;s continued dedication and efforts in such event without undue
concern for the Executive&#146;s personal financial and employment security.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to induce the Executive to remain in the employ of the Company,
particularly in the event of the threat or occurrence of a Change in Control,
the Company desires to enter into this Agreement to provide the Executive with
certain benefits in the event the Executive&#146;s employment is terminated as a
result of, or in connection with, a Change in Control.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. Definitions. For purposes of this Agreement, the following
terms have the meanings set forth below:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Accounting Firm&#148; has the meaning set forth in Section&nbsp;5.2.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Accrued Compensation&#148; means an amount which includes all amounts earned
or accrued by the Executive through and including the Termination Date but not
paid to the Executive on or prior to such date, including (a)&nbsp;all base salary,
(b)&nbsp;reimbursement for all reasonable and necessary expenses incurred by the
Executive on behalf of the Company during the period ending on the Termination
Date, (c)&nbsp;all vacation pay and (d)&nbsp;all bonuses and incentive compensation
(other than the Pro Rata Bonus).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Base Amount&#148; means the greater of the Executive&#146;s annual base salary (a)
at the rate in effect on the Termination Date and (b)&nbsp;at the highest rate in
effect at any time during the 180-day period prior to a Change in Control, and
will include all amounts of the Executive&#146;s base salary that are deferred under
any qualified or non-qualified employee benefit plan of the Company or any
other agreement or arrangement.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Beneficial Owner&#148; has the meaning as used in Rule&nbsp;13d-3 promulgated under
the Securities Exchange Act. The terms &#147;Beneficially Owned&#148; and &#147;Beneficial
Ownership&#148; each have a correlative meaning.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Board&#148; means the Board of Directors of the Company.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Bonus Amount&#148; means the greater of (a)&nbsp;the annual bonus paid or payable
to the Executive pursuant to any annual bonus or incentive plan maintained by
the Company in respect of the fiscal year ending immediately prior to the
fiscal year in which the Termination Date occurs or (b)&nbsp;the average of the
annual bonus paid or payable to the Executive pursuant to any annual bonus or
incentive plan maintained by the Company in respect of each of the three fiscal
years ending immediately prior to the fiscal year in which the Termination Date
occurs (or, if higher, ending in respect of each of the three fiscal years
ending immediately prior to the year in which the Change in Control occurs).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Cause&#148; for the termination of the Executive&#146;s employment with the Company
will be deemed to exist if the Executive has been convicted of a felony or if
the Board determines by a resolution adopted in good faith by at least
two-thirds of the Board that the Executive has (a)&nbsp;intentionally and
continually failed to perform in all material respects the Executive&#146;s
reasonably assigned duties with the Company (other than a failure resulting
from the Executive&#146;s incapacity due to physical or mental disability or illness
or from the Executive&#146;s assignment of duties that would constitute Good Reason
for the Executive&#146;s termination of employment with the Company) which failure
has continued for a period of at least 30&nbsp;days after a written notice of demand
for performance has been delivered to the Executive specifying the manner in
which the Executive has failed in all material respects to so perform or (b)
intentionally engaged in conduct which is demonstrably and materially injurious
to the Company; provided that no termination of the Executive&#146;s employment will
be for Cause as set forth in clause (b)&nbsp;hereof unless (i)&nbsp;there has been
delivered to the Executive a written notice specifying in reasonable detail the
conduct of the Executive of the type described in clause (b)&nbsp;and (ii)&nbsp;the
Executive has been provided an opportunity to be heard in person by the Board
(with the assistance of the Executive&#146;s counsel if the Executive so desires).
No act, nor failure to act, on the Executive&#146;s part will be considered
intentional unless the Executive has acted, or failed to act, with a lack of
good faith and with a lack of reasonable belief that the Executive&#146;s action or
failure to act was in or not opposed to the best interests of the Company.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Change in Control&#148; means any following events:
</FONT>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;An acquisition (other than directly from the Company) of
any voting securities of the Company by any Person who immediately
after such acquisition is the Beneficial Owner of 40% or more of
the combined voting power of the Company&#146;s then outstanding voting
securities; provided that in determining whether a Change in
Control has occurred, voting securities which are acquired by (i)
an employee benefit plan (or a trust forming a part thereof)
maintained by the Company or any</FONT></TD>
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</TABLE>
<P align="center"><FONT size="2">2</FONT>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">Subsidiary of the Company, (ii)&nbsp;the Company or any Subsidiary
of the Company, (iii)&nbsp;any Person that, pursuant to Rule&nbsp;13d-1
promulgated under the Securities Exchange Act, is permitted to,
and actually does, report its beneficial ownership of voting
securities of the Company on Schedule&nbsp;13G (or any successor
Schedule) (a &#147;13G Filer&#148;) (provided that, if any 13G Filer
subsequently becomes required to or does report its Beneficial
Ownership of voting securities of the Company on Schedule&nbsp;13D (or
any successor Schedule) then such Person shall be deemed to have
first acquired, on the first date on which such Person becomes
required to or does so file, Beneficial Ownership of all voting
securities of the Company Beneficially Owned by it on such date,
(iv)&nbsp;any Person in connection with a Non-Control Transaction (as
hereinafter defined) or (v)&nbsp;any acquisition by an underwriter
temporarily holding Company securities pursuant to an offering of
such securities, will not constitute an acquisition which results
in a Change in Control;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Consummation of:</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;a merger, consolidation or reorganization
involving the Company, or any direct or indirect
Subsidiary of the Company, unless:</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;the stockholders of the Company
immediately before such merger, consolidation
or reorganization will own, directly or
indirectly, immediately following such merger,
consolidation or reorganization, at least 50%
of the combined voting power of the
outstanding voting securities of the
corporation resulting from such merger,
consolidation or reorganization (the
&#147;Surviving Corporation&#148;) or any parent thereof
in substantially the same proportion as their
ownership of the voting securities of the
Company immediately before such merger,
consolidation or reorganization;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;the individuals who were members of
the Board immediately prior to the execution
of the agreement providing for such merger,
consolidation or reorganization constitute a
majority of the members of the board of
directors of the Surviving Corporation (or
parent thereof); and</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;no Person (other than the Company,
any Subsidiary of the Company, any employee
benefit plan (or any trust forming a part
thereof) maintained by the Company, any
Schedule&nbsp;13G Filer, the Surviving Corporation,
any Subsidiary or</FONT></TD>
</TR>
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<P align="center"><FONT size="2">3</FONT>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">parent of the Surviving Corporation, or
any Person who, immediately prior to such
merger, consolidation or reorganization, was
the Beneficial Owner of 40% or more of the
then outstanding voting securities of the
Company) is the Beneficial Owner of 40% or
more of the combined voting power of the
Surviving Corporation&#146;s then outstanding
voting securities.</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;a transaction described in clauses
(A)&nbsp;through (C)&nbsp;above is referred to herein as
a &#147;Non-Control Transaction&#148;;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;the complete liquidation or dissolution of
the Company; or</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;a sale or other disposition of all or
substantially all of the assets of the Company to an
entity (other than to an entity (A)&nbsp;of which at
least 50% of the combined voting power of the
outstanding voting securities are owned, directly or
indirectly, by stockholders of the Company in
substantially the same proportion as their ownership
of the voting securities of the Company, (B)&nbsp;a
majority if the board of directors of which is
comprised of the individuals who were members of the
Board immediately prior to the execution of the
agreement providing for such sale or disposition and
(C)&nbsp;of which no Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan
(or any trust forming a part thereof) maintained by
the Company or any of its Subsidiaries, any Schedule
13G Filer, the Surviving Corporation, any Subsidiary
or parent of the Surviving Corporation, or any
Person who, immediately prior to such merger,
consolidation or reorganization, was the Beneficial
Owner of 40% or more of the then outstanding voting
securities of the Company) has Beneficial Ownership
of 40% or more of the combined voting power of the
entity&#146;s outstanding voting securities.</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Individuals who, as of the date hereof, constitute the
Board (the &#147;Incumbent Board&#148;), cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date first
written above whose election, or nomination for election by
Company stockholders, was approved by a vote of two-thirds of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board,
unless any such individual&#146;s initial assumption of office</FONT></TD>
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<P align="center"><FONT size="2">4</FONT>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">occurs as a result of either an actual or threatened election
contest (including, but not limited to, a consent solicitation).</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Notwithstanding the foregoing, a Change in Control will
not be deemed to occur solely because any Person (a &#147;Subject
Person&#148;) acquires Beneficial Ownership of more than the permitted
amount of the outstanding voting securities of the Company as a
result of the acquisition of voting securities by the Company
which, by reducing the number of voting securities outstanding,
increases the proportional number of shares Beneficially Owned by
the Subject Person, provided that if a Change in Control would
occur (but for the operation of this sentence) as a result of the
acquisition of voting securities by the Company, and after such
share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional voting securities which
increases the percentage of the then outstanding voting securities
Beneficially Owned by the Subject Person, then a Change in Control
will be deemed to have occurred.</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding anything contained in this Agreement to
the contrary, if the Executive&#146;s employment with the Company is
terminated prior to a Change in Control and the Executive
reasonably demonstrates that such termination (i)&nbsp;was at the
request of a Person who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control or (ii)
otherwise occurred in connection with, or in anticipation of, a
Change in Control, then for all purposes of this Agreement, the
date of such Change in Control with respect to the Executive will
mean the date immediately prior to the date of such termination of
the Executive&#146;s employment.</FONT></TD>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Code&#148; means the Internal Revenue Code of 1986, as amended.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Company&#148; means General Dynamics Corporation, a Delaware corporation, and
includes its Successors.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Continuation Period&#148; has the meaning set forth in Section&nbsp;3.1(b)(iii).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Determination&#148; has the meaning set forth in Section&nbsp;5.2.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Disability&#148; means a physical or mental disability or illness which
substantially impairs the Executive&#146;s ability to perform the Executive&#146;s
regular duties with the Company for a period of 180 consecutive days or for a
period of 270&nbsp;days in any 365-day period.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Dispute&#148; has the meaning set forth in Section&nbsp;5.2.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Excess Payment&#148; has the meaning set forth in Section&nbsp;5.3.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Excise Tax&#148; has the meaning set forth in Section&nbsp;5.1.</FONT>
<P align="center"><FONT size="2">5</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Final Determination&#148; has the meaning set forth in Section&nbsp;5.3.</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Good Reason&#148; means the occurrence after a Change in Control of any of the
events or conditions described in clauses (a)&nbsp;through (h)&nbsp;hereof:
</FONT>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;any (i)&nbsp;change in the Executive&#146;s status, title, position
or responsibilities (including reporting responsibilities) which,
in the Executive&#146;s reasonable judgment, represents an adverse
change from the Executive&#146;s status, title, position or
responsibilities as in effect at any time within 180&nbsp;days
preceding the date of the Change in Control or at any time
thereafter, (ii)&nbsp;assignment to the Executive of duties or
responsibilities which, in the Executive&#146;s reasonable judgment,
are inconsistent with the Executive&#146;s status, title, position or
responsibilities as in effect at any time within 180&nbsp;days
preceding the date of the Change in Control or at any time
thereafter, (iii)&nbsp;removal of the Executive from or failure to
reappoint or reelect the Executive to any of such offices or
positions, or (iv)&nbsp;in the case of an Executive who is an executive
officer of the Company a significant portion of whose
responsibilities relate to the Company&#146;s status as a public
company, the failure of such Executive to continue to serve as an
executive officer of a public company, in each case except in
connection with the termination of the Executive&#146;s employment for
Disability, Cause, as a result of the Executive&#146;s death or by the
Executive other than for Good Reason;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;a reduction in the Executive&#146;s base salary or any failure
to pay the Executive any compensation or benefits to which the
Executive is entitled within five days after the date when due;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;the imposition of a requirement that the Executive be
based (i)&nbsp;at any place outside a 50-mile radius from the
Executive&#146;s principal place of employment immediately prior to the
Change in Control or (ii)&nbsp;at any location other than the Company&#146;s
corporate headquarters or, if applicable, the headquarters of the
business unit by which he was employed immediately prior to the
Change in Control, except, in each case, for reasonably required
travel on Company business which is not materially greater in
frequency or duration than prior to the Change in Control;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;the failure by the Company to (i)&nbsp;continue in effect
(without reduction in benefit level or reward opportunities and
without unreasonably establishing or modifying any performance or
other criteria used to determine reward levels) any material
compensation or employee benefit plan in which the Executive was
participating at any time within 180&nbsp;days preceding the date of
the Change in Control or at any time thereafter, unless such plan
is replaced with a plan that provides substantially equivalent
compensation or benefits to the Executive or (ii)&nbsp;provide the
Executive with compensation and benefits, in the aggregate, at</FONT></TD>
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<P align="center"><FONT size="2">6</FONT>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">least equal (in terms of benefit levels and reward
opportunities) to those provided for under each other employee
benefit plan, program and practice in which the Executive was
participating at any time within 180&nbsp;days preceding the date of
the Change in Control or at any time thereafter;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;the insolvency or the filing (by any party, including the
Company) of a petition for bankruptcy with respect to the Company,
which petition is not dismissed within 60&nbsp;days;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;any material breach by the Company of any provision of
this Agreement;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;any purported termination of the Executive&#146;s employment
for Cause by the Company which does not comply with the terms of
this Agreement; or</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;the failure of the Company to obtain, as contemplated in
Section&nbsp;6, an agreement, reasonably satisfactory to the Executive,
from any Successor to assume and agree to perform this Agreement.</FONT></TD>
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<P><FONT size="2">Notwithstanding anything to the contrary in this Agreement, no termination will
be deemed to be for Good Reason hereunder if it results from an isolated,
insubstantial and inadvertent action not taken by the Company in bad faith and
which is remedied by the Company promptly after receipt of notice thereof given
by the Executive.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Gross-Up Payment&#148; has the meaning set forth in Section&nbsp;5.1.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Notice of Termination&#148; means a written notice from the Company or the
Executive of the termination of the Executive&#146;s employment which indicates the
specific termination provision in this Agreement relied upon and which sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive&#146;s employment under the provision so
indicated.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Person&#148; has the meaning as used in Section&nbsp;13(d) or 14(d) of the
Securities Exchange Act, and will include any &#147;group&#148; as such term is used in
such sections.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Pro Rata Bonus&#148; means an amount equal to the Bonus Amount multiplied by a
fraction, the numerator of which is the number of days elapsed in the then
fiscal year through and including the Termination Date and the denominator of
which is 365.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Securities Exchange Act&#148; means the Securities Exchange Act of 1934, as
amended.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Subsidiary&#148; means any corporation with respect to which another specified
corporation has the power under ordinary circumstances to vote or direct the
voting of sufficient securities to elect a majority of the directors.
</FONT>
<P align="center"><FONT size="2">7</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Successor&#148; means a corporation or other entity acquiring all or
substantially all the assets and business of the Company, whether by operation
of law, by assignment or otherwise.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Supplemental Retirement Benefit&#148; will mean the lump sum actuarial
equivalent of the aggregate retirement benefit the Executive would have been
entitled to receive under the Company&#146;s supplemental and other retirement
plans, including the General Dynamics Corporation Retirement Plan for Salaried
Employees (the &#147;Pension Plan&#148;), and if applicable, an individual retirement
benefit agreement with the Company or any of its Subsidiaries. For purposes of
the foregoing, the &#147;actuarial equivalent&#148; will be determined in accordance with
the actuarial assumptions used for the calculation of benefits under the
Pension Plan as applied immediately prior to the Termination Date in accordance
with past practices.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Termination Date&#148; means (a)&nbsp;in the case of the Executive&#146;s death, the
Executive&#146;s date of death, (b)&nbsp;in the case of the termination of the
Executive&#146;s employment with the Company by the Executive for Good Reason, five
days after the date the Notice of Termination is received by the Company, and
(c)&nbsp;in all other cases, the date specified in the Notice of Termination;
provided that if the Executive&#146;s employment is terminated by the Company for
Cause or due to Disability, the date specified in the Notice of Termination
will be at least 30&nbsp;days after the date the Notice of Termination is given to
the Executive.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Underpayment&#148; has the meaning set forth in Section&nbsp;5.3.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Window Period&#148; has the meaning set forth in Section&nbsp;3.1(a).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. Term of Agreement. The term of this Agreement (the &#147;Term&#148;)
will commence on the date hereof and will continue in effect until December&nbsp;31,
2004; provided that on December&nbsp;31, 2004 and each anniversary of such date
thereafter, the Term shall automatically be extended for one additional year
unless, not later than October 1 of such year, the Company or the Executive
shall have given notice not to extend the Term; and further provided that in
the event a Change in Control occurs during the Term, the Term will be extended
to the date 24&nbsp;months after the date of the occurrence of such Change in
Control.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. Termination of Employment.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1 If, during the Term, the Executive&#146;s employment with the Company is
terminated within 24&nbsp;months following a Change in Control, the Executive will
be entitled to the following compensation and benefits:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;If the Executive&#146;s employment with the Company is
terminated (i)&nbsp;by the Company for Cause or Disability, (ii)&nbsp;by
reason of the Executive&#146;s death or (iii)&nbsp;by the Executive other
than for Good Reason and other than during the 60-day period
commencing on the first anniversary of the date of the occurrence
of a Change in Control (the &#147;Window Period&#148;), the Company will pay
to the Executive the Accrued</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">8</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">Compensation and, if such termination is other than by the
Company for Cause, a Pro Rata Bonus.</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If the Executive&#146;s employment with the Company is
terminated for any reason other than as specified in Section
3.1(a) or during the Window Period, the Executive will be entitled
to the following:</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;the Company will pay the Executive all
Accrued Compensation and a Pro Rata Bonus;</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;the Company will pay the Executive as
severance pay, and in lieu of any further
compensation for periods subsequent to the
Termination Date, in a single payment an amount in
cash equal to <B>&#95;&#95;&#95;&#95;&#95;&#95;</B>times the sum of (A)&nbsp;the Base
Amount and (B)&nbsp;the Bonus Amount;</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;for a period of <B>&#95;&#95;&#95;&#95;&#95;&#95;</B>months (the
&#147;Continuation Period&#148;), the Company will at its
expense continue on behalf of the Executive and the
Executive&#146;s dependents and beneficiaries the life
insurance, disability, medical, dental and
hospitalization benefits provided (A)&nbsp;to the
Executive at any time during the 180-day period
prior to the Change in Control or at any time
thereafter or (B)&nbsp;to other similarly situated
executives who continue in the employ of the Company
during the Continuation Period. The coverage and
benefits (including deductibles and costs) provided
in this Section&nbsp;3.1(b)(iii) during the Continuation
Period will be no less favorable to the Executive
and the Executive&#146;s dependents and beneficiaries
than the most favorable of such coverage and
benefits during any of the periods referred to in
clauses (A)&nbsp;and (B)&nbsp;above. The Company&#146;s obligation
hereunder with respect to the foregoing benefits
will be limited to the extent that the Executive
obtains any such benefits pursuant to a subsequent
employer&#146;s benefit plans, in which case the Company
may reduce the coverage of any benefits it is
required to provide the Executive hereunder as long
as the coverages and benefits of the combined
benefit plans are no less favorable to the Executive
than the coverages and benefits required to be
provided hereunder. This Section&nbsp;3.1(b) will not be
interpreted so as to limit any benefits to which the
Executive or the Executive&#146;s dependents or
beneficiaries may be entitled under any of the
Company&#146;s employee benefit plans, programs or
practices following the Executive&#146;s termination of
employment, including retiree medical and life
insurance benefits;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">9</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;the Company will pay in a single payment
an amount in cash equal to the excess of (A)&nbsp;the
Supplemental Retirement Benefit determined as if (1)
the Executive had an additional <B>&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95; </B>years of age and
service credit, (2)&nbsp;the Executive&#146;s annual
compensation during such period had been equal to
the Executive&#146;s Base Salary and the Bonus Amount,
(3)&nbsp;the Company had made employer contributions to
each defined contribution plan in which the
Executive was a participant at the Termination Date
in an amount equal to the amount of such
contribution for the plan year immediately preceding
the Termination Date and (4)&nbsp;the Executive had been
fully vested in the Executive&#146;s benefit under each
retirement plan in which the Executive was a
participant, over (B)&nbsp;the lump sum actuarial
equivalent of the aggregate retirement benefit the
Executive is actually entitled to receive under such
retirement plans;</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;the Company shall credit the Executive with
&#091;18-36&#093; months of additional age and service credit
for purposes of qualifying for any post-retirement
health or welfare benefits provided by the Company
as in effect immediately prior to the Termination
Date or, if more favorable to the Executive, as in
effect at the time of the Change in Control or at
any time thereafter prior to the Termination Date;</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;the Company shall provide the Executive
with outplacement services suitable to the
Executive&#146;s position for a period of 12&nbsp;months or,
if earlier, until the first acceptance by the
Executive of an offer of employment; and</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;The Company shall reimburse the Executive
for financial counseling and tax planning service
costs incurred within &#091;18-36&#093; months following the
Termination Date; provided that the aggregate cost
of such financial counseling and tax planning
services shall not exceed $&#091;10,000/25,000&#093;.</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The amounts provided for in Section&nbsp;3.1(a) and Sections
3.1(b)(i), (ii)&nbsp;and (iv)&nbsp;will be paid in a single lump sum cash
payment by the Company to the Executive within five days after the
Termination Date.</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Executive will not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other
employment or otherwise, and no such payment will be offset or
reduced by the amount of any compensation or benefits provided to
the Executive</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">10</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">in any subsequent employment except as specifically provided
in Section&nbsp;3.1(b)(iii) and 3.1(b)(vi).</FONT></TD>
</TR>

</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2 The compensation to be paid to the Executive pursuant to Sections
3.1(a), 3.1(b)(i) and 3.1(b)(ii) of this Agreement will be in lieu of any
similar severance or termination compensation (i.e., compensation based
directly on the Executive&#146;s annual salary or annual salary and bonus) to which
the Executive may be entitled under any other Company severance or termination
agreement, plan, program, policy, practice or arrangement. With respect to any
other compensation and benefit to be paid or provided to the Executive pursuant
to this Section&nbsp;3, the Executive will have the right to receive such
compensation or benefit as herein provided or, if determined by the Executive
to be more advantageous to the Executive, similar compensation or benefits to
which the Executive may be entitled under any other Company severance or
termination agreement, plan, program, policy, practice or arrangement. The
Executive&#146;s entitlement to any compensation or benefits of a type not provided
in this Agreement will be determined in accordance with the Company&#146;s employee
benefit plans and other applicable programs, policies and practices as in
effect from time to time.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;4. Notice of Termination. Following a Change in Control, any
purported termination of the Executive&#146;s employment by the Company will be
communicated by a Notice of Termination to the Executive. For purposes of this
Agreement, no such purported termination will be effective without such Notice
of Termination.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;5. Excise Tax Payments.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1 In the event that any payment or benefit (within the meaning of
Section&nbsp;280G(b)(2) of the Code) to the Executive or for the Executive&#146;s benefit
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise in connection with, or arising out of, the Executive&#146;s
employment with the Company or a change in ownership or effective control of
the Company or of a substantial portion of its assets (a &#147;Payment&#148;), would be
subject to the excise tax imposed by Section&nbsp;4999 of the Code, or any interest
or penalties are incurred by the Executive with respect to such excise tax
(such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to herein as the &#147;Excise Tax&#148;), then, subject
to Section&nbsp;5.3 below, the Executive will be entitled to receive an additional
payment (a &#147;Gross-Up Payment&#148;) in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with
respect to such taxes and the Excise Tax, other than interest and penalties
imposed by reason of the Executive&#146;s failure to file timely a tax return or pay
taxes shown due on the Executive&#146;s return, and including any Excise Tax imposed
upon the Gross-Up Payment), the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2 An initial determination as to whether a Gross-Up Payment is required
pursuant to this Agreement and the amount of such Gross-Up Payment will be made
at the Company&#146;s expense by an accounting firm of recognized national standing
selected by the Company and reasonably acceptable to the Executive (the
&#147;Accounting
</FONT>
<P align="center"><FONT size="2">11</FONT>
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<P><FONT size="2">   Firm&#148;). The Accounting Firm will provide its determination (the
&#147;Determination&#148;), together with detailed supporting calculations and
documentation, to the Company and the Executive within five days of the
Termination Date, if applicable, or such other time as requested by the Company
or by the Executive (provided the Executive reasonably believes that any of the
Payments may be subject to the Excise Tax). If the Accounting Firm determines
that no Excise Tax is payable by the Executive with respect to a Payment or
Payments, it will furnish the Executive with an opinion reasonably acceptable
to the Executive that no Excise Tax will be imposed with respect to any such
Payment or Payments. Within ten days of the delivery of the Determination to
the Executive, the Executive will have the right to dispute the Determination
(the &#147;Dispute&#148;). The Gross-Up Payment, if any, will be paid by the Company to
the Executive within five days of the receipt of the Determination. The
existence of the Dispute will not in any way affect the Executive&#146;s right to
receive the Gross-Up Payment in accordance with the Determination. If there is
no Dispute, the Determination will be binding, final and conclusive upon the
Company and the Executive, subject to the application of Section&nbsp;5.4.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3 Notwithstanding the foregoing provisions of this Section&nbsp;5, if it
shall be determined that any Payment would be subject to the Excise Tax, but
the aggregate Payments do not exceed by at least $50,000 the greatest amount
(the &#147;Reduced Amount&#148;) that could be paid to the Executive such that the
receipt of the aggregate Payments would not give rise to any Excise Tax, then
no Gross-Up Payment shall be made to the Executive and the aggregate Payments
shall be reduced to the Reduced Amount. The Executive shall be entitled to
determine which Payments shall be reduced.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.4 As a result of uncertainty in the application of Sections&nbsp;280G and
4999 of the Code, it is possible that a Gross-Up Payment (or a portion thereof)
will be paid which should not be paid (an &#147;Excess Payment&#148;), a Gross-Up Payment
(or a portion thereof) which should be paid will not be paid (an
&#147;Underpayment&#148;) or that a portion of the Reduced Amount will be subject to
Excise Tax (an &#147;Under Reduction&#148;).
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;An Underpayment will be deemed to have occurred (i)&nbsp;upon
notice (formal or informal) to the Executive from any governmental
taxing authority that the Executive&#146;s tax liability (whether in
respect of the Executive&#146;s current taxable year or in respect of
any prior taxable year) may be increased by reason of the
imposition of the Excise Tax on a Payment or Payments with respect
to which the Company has failed to make a sufficient Gross-Up
Payment, (ii)&nbsp;upon a determination by a court, (iii)&nbsp;by reason of
a determination by the Company (which will include the position
taken by the Company, together with its consolidated group, on its
federal income tax return) or (iv)&nbsp;upon the resolution of the
Dispute to the Executive&#146;s satisfaction. If an Underpayment
occurs, the Executive will promptly notify the Company and the
Company will promptly, but in any event at least five days prior
to the date on which the applicable government taxing authority
has requested payment, pay to the Executive an additional Gross-Up
Payment equal to the amount of the Underpayment plus any interest
and penalties (other than interest and penalties imposed</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">12</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">by reason of the Executive&#146;s failure to file timely a tax
return or pay taxes shown due on the Executive&#146;s return) imposed
on the Underpayment.</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;An Excess Payment will deemed to have occurred upon a
Final Determination (as hereinafter defined) that the Excise Tax
will not be imposed upon a Payment or Payments (or portion
thereof) with respect to which the Executive had previously
received a Gross-Up Payment. A &#147;Final Determination&#148; will be
deemed to have occurred when the Executive has received from the
applicable government taxing authority a refund of taxes or other
reduction in the Executive&#146;s tax liability by reason of the Excess
Payment and upon either (i)&nbsp;the date a determination is made by,
or an agreement is entered into with, the applicable governmental
taxing authority which finally and conclusively binds the
Executive and such taxing authority, or in the event that a claim
is brought before a court of competent jurisdiction, the date upon
which a final determination has been made by such court and either
all appeals have been taken and finally resolved or the time for
all appeals has expired or (ii)&nbsp;the statute of limitations with
respect to the Executive&#146;s applicable tax return has expired.</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;An Under Reduction will be deemed to have occurred (i)
upon notice (formal or informal) to the Executive from any
governmental taxing authority that the Executive&#146;s tax liability
(whether in respect of the Executive&#146;s current taxable year or in
respect of any prior taxable year) may be increased by reason of
the imposition of the Excise Tax in respect of a Payment, (ii)
upon a determination by a court that Excise Tax is due in respect
of an Payment, or (iii)&nbsp;by reason of a determination by the
Company (which will include the position taken by the Company,
together with its consolidated group, on its federal income tax
return) that it must withhold Excise Tax in respect of a Payment.
The Executive will promptly notify the Company of any assertion of
an Under Reduction of which the Company does not have knowledge.
If an Under Reduction is determined to have occurred, then, if a
repayment by the Executive to the Company would result in (x)&nbsp;no
portion of the remaining aggregate Payments being subject to the
Excise Tax and (y)&nbsp;a dollar-for-dollar reduction in the
Executive&#146;s taxable income and wages for purposes of federal,
state and local income and employment taxes, the Executive shall
repay the Company upon demand an amount (the &#147;Under Reduction
Amount&#148;) equal to the amount of the aggregate Payments made to the
Executive in excess of the amount which is subsequently determined
to be the greatest amount of aggregate Payments that could be
paid to the Executive such that the receipt of the aggregate
Payments would not give rise to any Excise Tax.</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If an Excess Payment or Under Reduction is determined to
have been made, the Executive will pay to the Company on demand
(but not less than 10&nbsp;days after the determination of such Excess
Payment or</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">13</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">Under Reduction and written notice has been delivered to the
Executive) the amount of the Excess Payment or Under Reduction
Amount plus interest at an annual rate equal to the Applicable
Federal Rate provided for in Section&nbsp;1274(d) of the Code (the
&#147;Interest&#148;) from the date such payment was made until the date of
repayment to the Company. The Executive will use reasonable
cooperative efforts at the request of the Company to assist in the
determination of the amount of the Executive&#146;s Excess Payment,
Underpayment or Under Reduction Amount.</FONT></TD>
</TR>

</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.5 Notwithstanding anything contained in this Agreement to the contrary,
in the event that, according to the Determination, an Excise Tax is imposed on
any Payment or Payments, the Company will pay to the applicable government
taxing authorities as Excise Tax withholding the amount of the Excise Tax that
the Company has actually withheld from the Payment or Payments.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;6. Successors; Binding Agreement. This Agreement will be binding
upon and will inure to the benefit of the Company and its Successors, and the
Company will require any Successors to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession or assignment had taken place.
Neither this Agreement nor any right or interest hereunder will be assignable
or transferable by the Executive or by the Executive&#146;s beneficiaries or legal
representatives, except by will or by the laws of descent and distribution.
This Agreement will inure to the benefit of and be enforceable by the
Executive&#146;s legal representatives.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;7. Fees and Expenses. The Company will pay as they become due all
legal fees and related expenses (including the costs of experts) incurred by
the Executive as a result of (a)&nbsp;the Executive&#146;s termination of employment
(including all such fees and expenses, if any, incurred in contesting or
disputing any such termination of employment) and (b)&nbsp;the Executive seeking to
obtain or enforce any right or benefit provided by this Agreement (including
any such fees and expenses incurred in connection with (i)&nbsp;the Dispute and (ii)
the Gross-Up Payment, whether as a result of any applicable government taxing
authority proceeding, audit or otherwise) or by any other plan or arrangement
maintained by the Company under which the Executive is or may be entitled to
receive benefits.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;8. Retirement Benefit Agreement. Upon the occurrence of a Change
in Control, any benefits under an individual retirement benefit agreement
between the Company and the Executive to which the Executive would be entitled
to upon an involuntary termination of the Executive&#146;s employment by the Company
other than for cause shall become fully vested and shall, notwithstanding
anything in such agreement to the contrary, be nonforfeitable under any
circumstances.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;9. Notice. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice of
Termination) will be in writing and will be deemed to have been duly given when
personally delivered or sent by certified mail, return receipt requested,
postage prepaid,
</FONT>
<P align="center"><FONT size="2">14</FONT>
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<P><FONT size="2">addressed to the respective addresses last given by each party to the
other, provided that all notices to the Company will be directed to the
attention of the Board with a copy to the Secretary of the Company. All
notices and communications will be deemed to have been received on the date of
delivery thereof or on the third business day after the mailing thereof, except
that notice of change of address will be effective only upon receipt.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;10. Dispute Concerning Termination. If prior to the Date of
Termination (as determined without regard to this Section&nbsp;10), the party
receiving the Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be extended
until the earlier of (i)&nbsp;the date on which the Term ends or (ii)&nbsp;the date on
which the dispute is finally resolved, either by mutual written agreement of
the parties or by a final judgment, order or decree of an arbitrator or a court
of competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected);
provided, however, that the Date of Termination shall be extended by a notice
of dispute given by the Executive only if such notice is given in good faith
and the Executive pursues the resolution of such dispute with reasonable
diligence.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;11. Compensation During Dispute. If a purported termination
occurs following a Change in Control and during the Term and the Date of
Termination is extended in accordance with Section&nbsp;10 hereof, the Company shall
continue to pay the Executive the full compensation in effect when the notice
giving rise to the dispute was given (including, but not limited to, salary)
and continue the Executive as a participant in all compensation, benefit and
insurance plans in which the Executive was participating when the Notice of
Termination was given, until the Date of Termination, as determined in
accordance with Section&nbsp;10 hereof. Amounts paid under this Section&nbsp;11 are in
addition to all other amounts due under this Agreement and shall not be offset
against or reduce any other amounts due under this Agreement or otherwise.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;12. Nonexclusivity of Rights. Nothing in this Agreement will
prevent or limit the Executive&#146;s continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company for
which the Executive may qualify, nor will anything herein limit or reduce such
rights as the Executive may have under any other agreements with the Company
(except for any severance or termination agreement). Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company will be payable in accordance with such plan or
program, except as specifically modified by this Agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;13. No Set-Off. The Company&#146;s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder will not be affected by any circumstances, including any right of
set-off, counterclaim, recoupment, defense or other right which the Company may
have against the Executive or others.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;14. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed
</FONT>
<P align="center"><FONT size="2">15</FONT>
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<P><FONT size="2">to in writing and signed by the Executive and the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party will be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly
set forth in this Agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;15. Governing Law. This Agreement will be governed by and
construed and enforced in accordance with the laws of the State of Delaware
without giving effect to the conflict of laws principles thereof. Any action
brought by any party to this Agreement will be brought and maintained in a
court of competent jurisdiction in New Castle County in the State of Delaware.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;16. Severability. The provisions of this Agreement will be deemed
severable and the invalidity or unenforceability of any provision will not
affect the validity or enforceability of the other provisions hereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Section&nbsp;17. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements, if
any, understandings and arrangements, oral or written, between the parties
hereto with respect to severance protection in connection with a Change in
Control.
</FONT>
<P align="center"><FONT size="2">* * * * *
</FONT>
<P align="center"><FONT size="2">16</FONT>
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<P><FONT size="2">IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date first above written.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="35%">
<TR valign="bottom">
        <TD width="100%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">GENERAL DYNAMICS CORPORATION</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;<BR>
</FONT><HR size="1" noshade><FONT size="2">
Name:<br>Title:</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;<BR>
</FONT><HR size="1" noshade><FONT size="2">
<B>&#091;Executive&#146;s Name&#093;</B></FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">17</FONT>




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