Amended and Restated
GENERAL DYNAMICS CORPORATION
1997 INCENTIVE COMPENSATION PLAN
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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