GENERAL DYNAMICS CORPORATION
1997 INCENTIVE COMPENSATION PLAN
1. Purpose. This plan is an amendment and restatement of the 1988 Incentive Compensation Plan; it is renamed
the "1997 Incentive Compensation Plan" and is referred to hereinafter as the "Plan." The purpose of the Plan is to
provide General Dynamics Corporation and its subsidiaries (the "Company") with an effective means of
attracting, retaining, and motivating officers and other key employees and to provide them with incentives to
enhance the growth and profitability of the Company.
2. Eligibility. Any officer or key employee of the Company in an executive, administrative, professional, scientific,
engineering, technical, or advisory capacity is eligible for an award under the Plan.
3. Committee. The Plan shall be administered by the Compensation Committee (the "Committee") of the Board
of Directors of the Company comprised of two or more members of the Board of Directors, none of whom shall
be employees of the Company. Except as otherwise expressly provided in the Plan, the Committee shall have full
power and authority to interpret and administer the Plan, to determine the officers and key employees to receive
awards and the amounts and types of the awards, to adopt, amend, and rescind rules and regulations, and to
establish terms and conditions, not inconsistent with the provisions of the Plan, for the administration and
implementation of the Plan, provided, however, that the Committee may not, after the date of any award, make
any changes that would adversely affect the rights of a recipient under any award without the consent of the
recipient. The determination of the Committee on these matters shall be final and conclusive and binding on the
Company and all participants.
Code Section 162(m) Subcommittee. Notwithstanding the foregoing paragraph, the Plan shall be administered by
a subcommittee of the Committee (the "Subcommittee") with respect to persons covered by the deduction
limitation of Section 162(m)