10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2000

OR

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from             to

Commission File Number 1-3671

GENERAL DYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	13-1673581
State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
3190 Fairview Park Drive, Falls Church, Virginia	22042-4523
Address of principal executive offices	Zip Code

Registrant’s telephone number, including area code (703) 876-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, Par Value $1 Per Share	New York Stock Exchange Chicago Stock Exchange Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    No 

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. 

      The aggregate market value of the voting common equity held by nonaffiliates of the registrant was $13,172,746,326 at March 8, 2001.

      200,368,867 shares of the registrant’s common stock were outstanding at March 8, 2001.

Documents Incorporated By Reference:

      Parts I and II incorporate information from certain portions of the registrant’s Annual Report to security holders for the fiscal year ended December 31, 2000 (the 2000 Annual Report).

      Part III incorporates information from certain portions of the registrant’s definitive Proxy Statement for the 2001 annual meeting of shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year.

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for the Company’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Information About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
PART IV
	Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
SIGNATURES
Restated By-Laws
Employment Agreement
Supplemental Savings and Stock Investment Plan
1997 Incentive Compensation Plan
2000 Annual Report
Subsidiaries
Consent of Arthur Andersen LLP
Consent of Deloitte & Touche LLP
Power of Attorney of the Board of Directors
Independent Auditors' Report- Deloitte & Touche

      Certain sections of this Annual Report on Form 10-K contain forward-looking statements, which are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates,” variations of these words and similar expressions are intended to identify forward-looking statements which include but are not limited to projections of revenues, earnings, segment performance, cash flows, contract awards, aircraft production, deliveries and backlog stability. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors, including, without limitation: the company’s successful execution of internal performance plans; changing priorities or reductions in the U.S. government defense budget; termination of government contracts due to unilateral government action; changing customer demand or preferences for business aircraft; changes from the company’s expectations with respect to its customers’ exercise of business aircraft options; performance issues with key suppliers and subcontractors; the status or outcome of legal and/or regulatory proceedings; the status or outcome of labor negotiations; and the timing and occurrence (or non-occurrence) of circumstances beyond the company’s control.

PART I

Item 1.  Business

Business Overview

      The company is a Delaware corporation formed in 1952 as successor to the Electric Boat Company. The company’s primary businesses focus on shipbuilding and marine systems, business aviation, information systems, and land and amphibious combat systems. Each of these businesses involves design, manufacturing and program management expertise, advanced technology, and integration of complex systems. The primary customers for the company’s businesses are the United States military, the armed forces of allied nations, other government organizations and a diverse base of corporate and industrial buyers.

      During the early 1990’s, while the defense industry was consolidating through mergers and acquisitions, the company divested its tactical military aircraft, missile systems and space launch systems businesses, as well as its Cessna aircraft operations. In the mid 1990’s, the company began a series of acquisitions that primarily focused on defense and either directly related to its core businesses or provided opportunities within its core competencies. The company operates in four primary business groups: Marine Systems, Aerospace, Information Systems and Technology, and Combat Systems. The company also owns certain commercial operations, which are identified for reporting purposes as Other.

      Information on revenues, operating profit and identifiable assets attributable to each of the company’s reportable business groups is included in Note S to the Consolidated Financial Statements on page 49 of the 2000 Annual Report, filed as Exhibit 13 to this Annual Report on Form 10-K for the year ended December 31, 2000, and is incorporated herein by reference. A description of the company’s products and services by business group, competition, and other related information follows.

Products and Services

  Marine Systems

      Marine Systems is the U.S. Navy’s leading supplier of combat vessels, including nuclear submarines, surface combatants and auxiliary ships. It has the broadest range of integration, design, engineering and production skills in naval shipbuilding. It also supplies niche commercial shipbuilding markets and manages 23 ready-reserve, fast sealift and prepositioning ships for the U.S. government. Marine Systems includes the company’s Electric Boat Corporation, Bath Iron Works Corporation, National Steel and Shipbuilding Company, and American Overseas Marine Corporation subsidiaries.

2

      Net sales for Marine Systems represent approximately 34% of the company’s consolidated net sales for each of the three years in the period ended December 31, 2000. Net sales (in millions) by major products and services are as follows:

	2000		1999		1998
Nuclear submarines and related services	$	1,831	$	1,460	$	1,381
Naval surface ships and related services		1,267		1,424		999
Other		315		204		149
	$	3,413	$	3,088	$	2,529

      Electric Boat designs, builds and supports nuclear submarines for the U.S. Navy, having construction contracts for the first four ships of the Virginia-class submarine and the third of three Seawolf-class attack submarines. Construction work on the Virginia-class will be shared equally between Electric Boat as the prime contractor and Newport News Shipbuilding Inc. as subcontractor. In addition to nuclear submarine design and construction, Electric Boat performs a broad range of engineering work, including advanced research and technology development, systems and component design evaluation, prototype development and logistics support for the operating fleet. Electric Boat also serves as ship integrator for certain components and subassemblies of the submarines, such as electronic equipment.

      Bath Iron Works has been awarded contracts to date for the construction of 27 Arleigh Burke class destroyers (DDG 51) and plays a lead role in providing design, engineering, and ongoing life cycle support services for these ships. Bath Iron Works is a member of a three-contractor team that was awarded a contract in 1996 to design and build the Navy’s new class of amphibious assault ships (LPD 17), and it has a contract for the construction of the third ship of the class, LPD 19. Along with Ingalls Shipbuilding, a division of Litton Industries, Inc., Bath Iron Works is a member of the DD 21 Shipbuilder Alliance, which has been awarded contracts to date for the first two phases of system concept design work for the next generation surface combatant (DD 21). Bath Iron Works is serving as the Alliance prime contractor for these phases, is leading one of the Alliance’s two competing design teams and is expected to share equally with Ingalls Shipbuilding in the production of the DD 21.

      National Steel and Shipbuilding Company designs, builds and repairs ships for the U.S. Navy and commercial customers. National Steel and Shipbuilding Company has been awarded contracts to date for the design and construction of 8 sealift ships for the U.S. Navy and contracts with commercial customers for the construction of two cargo ships and three double-hull crude oil tankers.

  Aerospace

      Aerospace was the result of the acquisition of Gulfstream Aerospace Corporation (Gulfstream) on July 30, 1999. It is the leading designer, developer, manufacturer and marketer of technologically advanced intercontinental business jet aircraft. The acquisition of Gulfstream was accounted for as a pooling of interests, and, accordingly, the consolidated financial statements of the company for periods prior to the combination include the accounts and results of operations of Gulfstream.

      Net sales for Aerospace represent approximately 30% of the company’s consolidated net sales for each of the three years in the period ended December 31, 2000. Net sales (in millions) by major product are as follows:

	2000		1999		1998
New aircraft	$	2,353	$	2,251	$	1,909
Other		676		658		519
	$	3,029	$	2,909	$	2,428

      Gulfstream has produced approximately 1,230 aircraft for customers around the world and offers a range of aircraft products and services. Gulfstream’s primary products are the Gulfstream IV-SP, which serves the

3

large-cabin business jet aircraft market, the Gulfstream V, which serves the ultra-long range market, and the recently announced Gulfstream V-SP, which will serve the ultra-long range market and begin customer delivery in 2003. Gulfstream has received a total of 468 orders plus 16 options for the Gulfstream IV/ IV-SP, and has manufactured and delivered 435 of these aircraft through December 2000. Gulfstream has received a total of 153 orders plus 2 options for the Gulfstream V, and has manufactured and delivered 126 of these aircraft through December 2000. As of December 31, 2000, Gulfstream has 30 Gulfstream V-SP firm contracts in backlog. See “Backlog” for a description of Gulfstream options.

      The Gulfstream IV-SP can accommodate up to 19 passengers, has a range of up to 4,220 nautical miles and a cruising speed of up to Mach .85. These capabilities permit routine intercontinental travel at cruising speeds comparable to commercial airline cruising speeds, while operating efficiently at altitudes as high as 45,000 feet, flying above commercial airline traffic and most adverse weather. The company believes that the Gulfstream IV-SP offers the best combination of large cabin size, long range, fast cruising speed and technologically advanced avionics of any large business jet aircraft in its market segment.

      The Gulfstream V has a maximum operating speed of Mach .885. It can accommodate up to 19 passengers and has a range of up to 6,500 nautical miles. These capabilities permit routine intercontinental travel at cruising speeds comparable to commercial airline cruising speeds, while operating efficiently at altitudes as high as 51,000 feet, flying above commercial airline traffic and most adverse weather. The Gulfstream V is versatile enough to fly long-range missions, such as New York to Tokyo in approximately 14 hours, as well as high-speed missions, such as New York to London, in approximately six hours. To date, the Gulfstream V has set 65 world and national records. As confirmation of the product’s innovative design and outstanding performance, the Gulfstream V received the 1997 Robert J. Collier Trophy for aeronautical achievement and was selected by the U.S. Air Force to provide intercontinental transportation for senior government officials and dignitaries.

      The Gulfstream V-SP was announced in October 2000. The Gulfstream V-SP will feature Gulfstream’s PlaneView, the industry’s most advanced cockpit avionics suite. PlaneView integrates cursor-controlled avionics, large flat panel liquid crystal instrument displays, a Visual Guidance System and an Enhanced Vision System. The Gulfstream V-SP will offer increased range, increased mission flexibility for both ultra-long range and high-speed long-range flights, reduced takeoff field length, and increased cabin and baggage space. The Gulfstream V-SP will accommodate up to 19 passengers at cruise speeds of up to Mach .885. It will have a range of 6,750 nautical miles at Mach .80; 6,000 nautical miles at Mach .85; and 5,000 nautical miles at Mach .87.

      Gulfstream also provides worldwide aircraft maintenance services and technical support for both Gulfstream and other business aircraft by integrating a network of company-owned service centers, three levels of authorized third-party service providers, worldwide parts depots, worldwide service representatives and 24 hour-a-day technical/aircraft on the ground support. There are currently almost 1,000 Gulfstream aircraft in service. On February 15, 2001, Gulfstream acquired certain net assets of BBA North America, which operates four aircraft maintenance facilities located in Dallas, TX; Las Vegas, NV; Minneapolis, MN; and West Palm Beach, FL. The new service and maintenance operations is known as General Dynamics Aviation Services.

      In 1998, Gulfstream acquired K-C Aviation, Inc., previously a provider of business aviation services and the largest independent completion center for business aircraft in North America. This acquisition increased Gulfstream’s capacity to accelerate its completion deliveries and its ability to provide aftermarket maintenance services, spare parts engine overhaul and auxiliary power unit service and overhaul for both Gulfstream and other business jets. As a result of the K-C Aviation acquisition, Gulfstream now offers services for Challenger, Hawker, Falcon and other aircraft types at their Appleton, WI; Dallas, TX; and Westfield, MA locations. On February 15, 2001, Gulfstream sold the engine overhaul business obtained as part of this acquisition.

4

  Information Systems and Technology

      The Information Systems and Technology group provides defense and commercial customers with infrastructure and systems integration skills required to process, communicate and manage information effectively. The group has market-leading positions in the design, deployment and maintenance of wireline and wireless voice and data networks; command, control and communications systems; telecommunications system security; encryption; fiber optics; intelligence systems; computing hardware; and lifecycle management and support. The Information Systems and Technology group is pursuing new opportunities in networks and communication systems for defense customers, as well as selected opportunities in the commercial market. Information Systems and Technology includes 7 major businesses: Advanced Technology Systems, Communication Systems, Computing Devices Canada, Defense Systems, Electronic Systems, Information Systems and Worldwide Telecommunication Systems. Net sales (in millions) for this group were $2,388, $1,422 and $933, or 23%, 16% and 13% of the company’s consolidated net sales, for 2000, 1999 and 1998, respectively.

  Combat Systems

      Combat Systems is a leading supplier of land and amphibious combat system development, production and support. Its product line includes a full spectrum of armored vehicles, suspensions, engines, transmissions, medium caliber guns, ammunition handling systems, turrets and turret drive systems, reactive armor and ordnance. On January 26, 2001, the company acquired Primex Technologies, Inc., renamed General Dynamics Ordnance and Tactical Systems. Ordnance and Tactical Systems will be included in the company’s results of operations beginning January 26, 2001. The acquisition of Ordnance and Tactical Systems will strengthen the company’s market position in large and medium caliber munitions, as well as provide entrance into the high growth areas of missile and precision-guided munitions through existing subcontract relationships. Combat Systems includes the company’s Land Systems, Armament Systems, and Ordnance and Tactical Systems (beginning in late January 2001) subsidiaries.

      Net sales for Combat Systems represent 12%, 14% and 17% of the company’s consolidated net sales for 2000, 1999 and 1998, respectively. Net sales (in millions) by major product are as follows:

	2000		1999		1998
Armored combat vehicles and related services	$	889	$	1,000	$	877
Other		384		290		395
	$	1,273	$	1,290	$	1,272

      Land Systems designs and manufactures the M1 Series Abrams Main Battle Tank for the U.S. Army and various foreign governments. Land Systems also performs engineering and upgrade work, and provides support for existing armored vehicles. Production of the M1A2 was initiated in 1992 and the M1A2 SEP, the latest version of the M1, in 1999. Land Systems is in its last year of production on its 1996 multiyear contract with the U.S. Army to upgrade 580 tanks from the M1 to the M1A2 and M1A2 SEP configurations. The company expects a decision in early 2001 with respect to a follow-on multiyear contract for approximately $740 million to upgrade approximately 300 additional M1 Abrams tanks to the M1A2 SEP version.

      Land Systems is also under contract for the development of several other major armored vehicle systems and components, including wheeled weapons stations, engines and turret drive systems. The company is scheduled to complete its three-year contract for the design, development and construction of three Advanced Amphibious Assault Vehicle (AAAV) prototypes in September 2001. The Marine Corps plans to acquire more than 1,000 vehicles within the next 10 years. The production program, including anticipated international sales, is valued at more than $5 billion.

      In November 2000, the U.S. Army awarded a six-year requirements contract to GM GDLS Defense Group, a joint venture between the company and General Motors Canada Ltd., to equip its Brigrade Combat Teams with an eight-wheeled armored vehicle. The award is currently under protest by a competitor; resolution is expected by the end of March 2001. The total estimated value of this contract is $4 billion for 2,131 vehicles.

5

      Armament Systems designs, develops and produces advanced gun and ammunition handling systems for applications on various land, sea and air platforms. Armament Systems is also a leader in the production of ammunition products. Armament Systems is the sole producer of the Hydra 70 2.75” air-to-ground rocket, having produced over 1 million to date.

      Ordnance and Tactical Systems provides a variety of munitions, propellants, satellite propulsion systems and electronics products to the U.S. government and its allies, as well as domestic and international industrial customers.

  Other

      The company’s Other businesses consist of:

      Material Service — engaged in the mining and sale of aggregates (stone, sand and gravel) for use in the construction of highways and other infrastructure projects, and for commercial and residential building construction primarily in northern and central Illinois as well as Indiana. This business is cyclical and seasonal in nature.

      Freeman Energy — mines coal, producing approximately 3-4 million tons in each of the last three years. Freeman Energy owns or leases rights to over 600 million tons of coal reserves in Illinois.

      Patriots — financing subsidiaries that lease liquefied natural gas tankers to a nonaffiliated company.

      Summary financial data (in millions) is as follows:

	Net Sales						Operating Earnings									Identifiable Assets
	2000		1999		1998		2000			1999			1998			2000		1999		1998
Aggregates operation	$	126	$	125	$	123	$	10		$	12		$	13		$	115	$	108	$	87
Coal mining operation		106		100		88		(9	)		(60	)*		(6	)		34		34		78
Other***		21		25		25		35			159	**		27			168		231		241
	$	253	$	250	$	236	$	36		$	111		$	34		$	317	$	373	$	406

*	Management decided not to make additional investments in its undeveloped high sulfur coal reserves and revalued these coal reserves and related assets, resulting in a non-cash charge to earnings of approximately $61 million.
**	In connection with the acquisition of Gulfstream, the company merged its commercial pension plans. As a result of the merger of these plans, the company recognized previously deferred gains on its commercial pension plan, totaling $126  million.
***	Other identifiable assets consist primarily of leases receivable related to the Patriots’ operation.

Competition

  U.S. Government Defense Contracts

      Historically, competition for U.S. government defense contracts was characterized by a number of major companies competing for a variety of contracts. The U.S. government’s procurement policy generally required competitive bids based on strict specifications. In addition, the U.S. government often awarded contracts to more than one company in order to ensure competition on subsequent contracts.

      During the last decade, because of reduced defense spending, the defense industry consolidated through mergers and acquisitions to maintain critical mass, resulting in fewer and larger competitors. With fewer but more complex programs in competition, companies frequently have formed strategic alliances to pursue these programs. The Department of Defense faces challenges as it must address industrial base issues while assessing competing needs between and among the various branches of the service. U.S. government defense contracts are also subject to uncertain future funding levels, which can result in the extension or termination of contracts. Finally, Congress continues to be very influential in its role of determining funding levels and priorities. As a result, the defense procurement policy is evolving and will be affected by these various and sometimes conflicting factors.

6

      A discussion of competition on major defense platform programs is included in Management’s Discussion and Analysis of the Results of Operations and Financial Condition on pages 17 through 29 of the 2000 Annual Report, filed as Exhibit 13 to this Annual Report on Form 10-K for the year ended December 31, 2000, and incorporated herein by reference.

  Business Aircraft

      The business aircraft market generally is divided into four segments of aircraft — light, medium, large and ultra-long range — either designed or converted for business use. The Gulfstream IV-SP competes in the large cabin business aircraft market segment with the Dassault Falcon 900EX. The Gulfstream V and Gulfstream V-SP compete in the ultra-long range business aircraft market segment against the Bombardier Global Express. The company believes that it competes favorably in its markets on the basis of the performance characteristics of its aircraft, the quality and timeliness of the service it provides, as well as its innovative marketing techniques. In addition, the company was able to certify the Gulfstream V significantly in advance of its competition and obtain a substantial market lead. The company believes that the introduction of the second generation of the ultra-long range business jet, the Gulfstream V-SP, will enable the company to maintain or increase its market lead in this important market segment. Further, the company believes its aircraft’s operating costs are comparable to or lower than those of its competitors and that its products are competitively priced.

Customers

      In 2000, approximately 60% of the company’s net sales were made to the U.S. government, either as a prime contractor or as a subcontractor; approximately 36% of the company’s net sales were made to domestic and international commercial customers; and the remaining 4% to international governments.

  U.S. Government

      The company’s defense businesses represent the majority of its U.S. government sales. Net sales to the U.S. government include Foreign Military Sales (FMS), which are sales to foreign governments through the U.S. government, whereby the company contracts with and receives payment from the U.S. government and the U.S. government assumes the risk of collection from the customer. U.S. government sales were as follows (dollars in millions):

		Year Ended December 31
		2000			1999			1998
Domestic		$	6,053		$	5,104		$	4,121
FMS			124			99			175
	Total U.S. government	$	6,177		$	5,203		$	4,296
Percent of net sales			60	%		58	%		58	%

      All U.S. government contracts related to the company’s defense businesses are terminable at the convenience of the U.S. government, as well as for default. Under contracts terminable at the convenience of the U.S. government, a contractor is entitled to receive payments for its allowable costs and, in general, the proportionate share of fees or earnings for the work done. Contracts which are terminated for default generally provide that the U.S. government only pays for the work it has accepted. The U.S. government may require the contractor to pay for the incremental cost of reprocurement and may hold the contractor liable for damages.

      Companies engaged in supplying goods and services to the U.S. government are dependent on congressional appropriations and administrative allotment of funds, and may be affected by changes in U.S. government policies resulting from various military and political developments. Long-term government contracts and related orders are subject to cancellation if appropriations for subsequent performance periods become unavailable. Congress usually appropriates funds on a fiscal-year basis even though contract

7

performance may extend over many years. U.S. government defense contracts typically involve long lead times for design and development, and are subject to significant changes in contract scheduling. Often the contracts call for successful design and production of very complex and technologically advanced items.

  Commercial

      The majority of the company’s commercial sales are for Gulfstream aircraft to national and multinational corporations. The aircraft are operated by customers in a wide spectrum of industries and customer groups including: pharmaceuticals, consumer goods, high technology, energy, industrial manufacturing, finance, insurance, real estate, mining, transportation, communications, public utilities, the retail trade and individuals.

      Executive Jet International is an unaffiliated customer who purchases aircraft from the company for use in its fractional ownership program. Executive Jet then sells ownership interests generally in one-eighth or one-quarter increments, for which the customer receives 100 or 200 hours, respectively, of flying time per year. Through year-end 2000, Gulfstream had contracted to deliver to Executive Jet 76 aircraft plus options for an additional 5 aircraft. As of December 31, 2000, 43 of these aircraft remain in backlog. During 1998, a group of unaffiliated Middle East investors signed a 12-aircraft contract with Gulfstream to establish a fractional ownership program. Nine of these aircraft remain in unfunded backlog at year end.

      In 1998, Gulfstream announced an agreement with Gulfstream GATX Leasing Company, LLC (a subsidiary of GATX Capital). Gulfstream GATX Leasing Company purchases aircraft from the company and then offers the aircraft for lease, generally under short-term operating leases. Gulfstream has a 15% ownership interest in Gulfstream GATX Leasing Company. Gulfstream also offers charter and aircraft management services; training; and through its subsidiary, Gulfstream Financial Services Corporation, aircraft financing, which is provided through private label relationships with other financing institutions.

  International

      Direct international sales, including both defense and commercial, represent approximately five percent of the company’s operations for the past three years. The company expanded its geographic presence in late 1997 through the acquisition of Computing Devices Canada Ltd. and Computing Devices Company Limited in the United Kingdom. Direct foreign sales, including international operations, were $930 million, $966 million and $1,011 million in 2000, 1999 and 1998, respectively, and were primarily related to the export of business aircraft. For the year ended December 31, 2000, sales and operating earnings from international operations were 2.5% and 1.5% of consolidated sales and operating earnings, respectively. Identifiable assets of operations domiciled outside the U.S. were 3.5%, 5.5% and 7.3% of total identifiable assets at December 31, 2000, 1999 and 1998, respectively, and consisted primarily of goodwill and intangible assets. For information regarding sales by geographic region, see Note S to the Consolidated Financial Statements on page 50 of the 2000 Annual Report, filed as Exhibit 13 to this Annual Report on Form 10-K for the year ended December 31, 2000, and incorporated herein by reference.

Supplies

      Many items of equipment and components used in the production of the company’s products are purchased from other manufacturers. The company is dependent upon suppliers and subcontractors for a large number of components and the ability of its suppliers and subcontractors to meet performance and quality specifications and delivery schedules. In some cases the company is dependent on one or a few sources, either because of the specialized nature of a particular item or because of domestic preference requirements pursuant to which it operates on a given project.

      All of the company’s operations are dependent upon adequate supplies of certain raw materials, such as aluminum and steel, and on adequate supplies of fuel. Fuel or raw material shortages could also have an adverse effect on the company’s suppliers, thus impairing their ability to honor their contractual commitments to the company. The company has not experienced serious shortages in any of the raw materials or fuel supplies that are necessary for its production programs.

8

Research and Development

      Research and development activities in the Marine Systems, Information Systems and Technology, and Combat Systems groups are conducted principally under U.S. government contracts. These research efforts have been and continue to be concerned with developing products for large systems development programs or performing work under research and development technology contracts. Each of the company’s defense businesses also engages in independent research and development, of which a significant portion is recovered through overhead charges to U.S. government contracts. Company-sponsored research and development began increasing in 1998 due primarily to the growth in business through acquisitions in the Information Systems and Technology group. This group conducts research and development primarily under classified programs. Research and development activities in the Aerospace group are primarily internally funded product enhancement and product development programs for Gulfstream aircraft.

      Research and development expenditures (in millions) by type follows:

	Year Ended December 31
	2000		1999		1998
Company-sponsored	$	143	$	103	$	103
Customer-sponsored		87		116		114
	$	230	$	219	$	217

Backlog

      Summary backlog information (in millions) for each business group follows. Prior year amounts for Aerospace have been restated to include amounts for completions and aircraft services backlog.

	December 31
													2000 Total
	2000						1999						Backlog Not
													Expected to Be
	Funded		Unfunded		Total		Funded		Unfunded		Total		Filled in 2001
Marine Systems	$	7,247	$	3,964	$	11,211	$	5,529	$	6,079	$	11,608	$	8,245
Aerospace		3,336		1,034		4,370		2,860		1,329		4,189		2,602
Information Systems And Technology		1,845		97		1,942		1,952		48		2,000		621
Combat Systems		1,597		176		1,773		1,116		480		1,596		901
Other		417		29		446		494		29		523		343
	$	14,442	$	5,300	$	19,742	$	11,951	$	7,965	$	19,916	$	12,712

  Defense Businesses

      Total backlog represents the estimated remaining sales value of work to be performed under firm contracts. Funded backlog for government programs represents the portion of total backlog that has been appropriated by Congress and funded by the procuring agency. To the extent backlog has not been funded, there is no assurance that congressional appropriations or agency allotments will be forthcoming. For further discussion, see Management’s Discussion and Analysis of the Results of Operations and Financial Condition on pages 17 through 29 of the 2000 Annual Report, filed as Exhibit 13 to this Annual Report on Form 10-K for the year ended December 31, 2000, and incorporated herein by reference.

  Aerospace

      Funded aircraft backlog represents orders for which the company has entered into a definitive purchase contract with no material contingencies and has received a significant non-refundable deposit from the customer. Unfunded aircraft backlog includes options, which consist of agreements with two unaffiliated customers who purchase aircraft for use in their respective fractional ownership programs, an agreement with

9

Gulfstream GATX Leasing Company and agreements to provide future aircraft maintenance and support services.

Regulatory Controls

  Business Aircraft

      In order for an aircraft model to be manufactured for sale, the Federal Aviation Administration (FAA) must issue a Type Certificate and a Production Certificate for the aircraft model and, in order for an individual aircraft to be operated, an Airworthiness Certificate. Type Certificates are issued by the FAA when an aircraft model is determined to meet certain performance, environmental, safety and other technical criteria. The Production Certificate ensures that the aircraft is built to specifications approved under the Type Certificate. An Airworthiness Certificate is issued for a particular aircraft when it is certified to have been built in accordance with specifications approved under the Type Certificate for that particular model aircraft. Gulfstream has never had a Type Certificate or a Production Certificate suspended, nor had any jet aircraft grounded as the result of regulatory action.

      All of the company’s aircraft models comply with all currently applicable federal laws and regulations pertaining to aircraft noise and engine emissions. Due to their weight (under 75,000 pounds) all Gulfstream II, III, IV, and IV-SP aircraft are currently exempt from the FAA Stage 3 (most stringent) noise requirements. Notwithstanding federal requirements, foreign and local jurisdictions and airport authorities may establish more stringent restrictions pertaining to aircraft noise. Such local and foreign regulations in several locations currently restrict the operation of certain jet aircraft, including the Gulfstream II, IIB, and III, and certain of their competitors from landing or taking off during late evening and early morning hours. Each of the Gulfstream IV, IV-SP, and V aircraft produce noise levels below the FAA’s Stage 3 and the International Civil Aviation Organization’s most stringent noise ceilings.

Environmental Controls

      The company’s operations are subject to and affected by a variety of federal, state and local environmental protection laws and regulations. Management of the company believes that the company is in substantial compliance with all applicable environmental laws and regulations.

      The 1990 Clean Air Act Amendment (the Act), had a significant impact on Freeman Energy. The Act requires, among other things, a phased reduction in sulfur dioxide emissions by coal burning facilities. All of the coal in Freeman Energy’s Illinois basin mines has medium or high sulfur content. Freeman Energy has a long-term contract customer with clean coal technologies that allow for utilization of Freeman Energy’s coal under the new regulations. Freeman Energy has targeted customers with clean coal technology to mitigate the impact of regulations in the near term. The long-term impact of the Act is not known.

      Federal, state and local requirements relating to the discharge of materials into the environment and other factors affecting the environment have had and will continue to have an impact on the manufacturing operations of the company. Thus far, compliance with the requirements has been accomplished without material effect on the company’s capital expenditures, earnings or competitive position. While it is expected that this will continue to be the case, the company cannot assess the possible effect of compliance with future requirements. Additional information relating to the impact of environmental controls is included under the caption “Environmental” in Note O to the Consolidated Financial Statements on page 42 of the 2000 Annual Report, filed as Exhibit 13 to this Annual Report on Form 10-K for the year ended December 31, 2000, and incorporated herein by reference.

Patents

      Numerous patents and patent applications are owned by the company and utilized in its defense business development activities and manufacturing operations. In many cases, however, the U.S. government has an irrevocable, non-exclusive, royalty-free license, pursuant to which the government may use or authorize others to use the inventions covered by the patents. Pursuant to similar arrangements, the government may consent

10

to the company’s use of inventions covered by patents owned by other persons. Patents and licenses are important in the operation of the company’s defense businesses, as one of management’s key objectives is developing and providing its customers with advanced technological solutions.

Employees

      At December 31, 2000, the company had approximately 43,300 employees (excluding contract labor), of whom 34 percent were covered by collective bargaining agreements with various unions, the most significant of which are the International Association of Machinists and Aerospace Workers, the Marine Draftsmen’s Association, the Metal Trades Council of New London, Connecticut and the United Auto Workers Union. Several agreements are due to expire during 2001, the most significant of which is the United Auto Workers, which includes approximately 1,100 employees.

Executive Officers Of The Registrant

      All executive officers of the company are elected annually. No executive officer of the company was selected pursuant to any arrangement or understanding between the officer and any other person. The name, age, offices and positions held for the last five years of the company’s executive officers are as follows:

Name	Age		Position and Office
David D. Baier		46	Vice President Taxes since August 1995
G. Kent Bankus		58	Vice President Government Relations since April 1993
W. W. Boisture, Jr.		56	Executive Vice President and Group Executive, Aerospace since July 1999; President and Chief Operating Officer, Gulfstream Aerospace Corporation since December 1998; Executive Vice President, Gulfstream Aerospace Corporation February 1994 – December 1998
Allan C. Cameron		54	Vice President of the company and President of Bath Iron Works since March 1996; Executive Vice President and Chief Operating Officer of Bath Iron Works July 1994 – March  1996
Nicholas D. Chabraja		58	Chairman of the Board of Directors of the company and Chief Executive Officer since June 1997; Vice Chairman December  1996 – May 1997; Executive Vice President, March 1994 – December 1996
Michael E. Chandler		56	Vice President of the company and President of General Dynamics Worldwide Telecommunication Systems since February  2000; President, Worldwide Telecommunication Systems September 1999 – February 2000; Vice President and General Manager, GTE Government Systems Worldwide Telecommunication Systems Division November 1997 – September 1999; Vice President and General Manager, GTE Government Systems Electronic Systems Division October  1995 – November 1997
Kenneth C. Dahlberg		56	Executive Vice President and Group Executive, Information Systems and Technology since March 2001; Executive Vice President for Business Development and President, Raytheon International January 2000 – March 2001; President and Chief Operating Officer, Raytheon Systems Company December  1997 – December 1999; President Weapons Systems Segment, Hughes Aircraft Company September 1994 – December 1997

11

Name	Age		Position and Office
Gerard J. DeMuro		45	Vice President of the company and President of General Dynamics Communication Systems since February 2000; President of General Dynamics Communication Systems September 1999 – February 2000; Vice President and General Manager, GTE Government Systems Communication Systems Division October 1997 – September 1999; Vice President and General Manager — MSE/ TRITAC GTE Government Systems — Communication Systems Division October 1994 – October 1997
Gordon R. England		63	Executive Vice President March 1997 through retirement in April 2001; Group Executive, Information Systems and Technology January 1999 through retirement in April 2001; Group Executive, Combat Systems March 1997 – September  1999; President, GRE Consulting Inc. March 1995 – March  1997; President, Lockheed Martin Corporation Fort Worth March 1993 – March 1995
David H. Fogg		45	Vice President and Treasurer since March 1998; Staff Vice President and Treasurer November 1994 – March 1998
Charles M. Hall		49	Vice President of the company and President of Land Systems since September 1999; Vice President, Production and Delivery, Land Systems March 1997 – September 1999; Vice President and General Manager, Domestic Operations, Land Systems January 1994 – March 1997
David K. Heebner		55	Vice President Strategic Planning since January 2000; Lieutenant General and Assistant Vice Chief of Staff, U.S. Army, July 1997 – November 1999; Director of Program Analysis and Evaluation, Office of the Chief of Staff, U.S. Army, August 1994 – July 1997
Kenneth A. Hill		51	Vice President Information Technology since April 1997; Staff Vice President Personnel Relations November 1994 – April 1997
Linda P. Hudson		50	Vice President of the company and President of Armament Systems since May 1999; Staff Vice President Business Development August 1997 – May 1999; President, Ordnance Systems January 1997 – August 1997; President Martin Marietta/Lockheed Martin Ordnance Systems January 1994 – January 1997
Raymond E. Kozen		59	Vice President Special Projects since January 2000; Vice President Planning and Analysis March 1997 – January  2000; Staff Vice President for Special Projects December  1987 – March 1997
Michael J. Mancuso		58	Senior Vice President and Chief Financial Officer since March 1997; Vice President and Chief Financial Officer November 1994 – March 1997
Charles E. McQueary		61	Vice President of the company and President of Advanced Technology Systems since October 1997; President, Advanced Technology Systems, AT&T/ Lucent Technologies January  1994 – September 1997
Walter M. Oliver		55	Vice President Human Resources and Administration since January 2001; Senior Vice President Human Resources, Ameritech Corp., April 1994 – December 2000

12

Name	Age		Position and Office
Kendell Pease		55	Vice President Communications since May 1998; Rear Admiral and Chief Information Officer, U.S. Navy, August 1992 – May 1998
David A. Savner		57	Senior Vice President and General Counsel, Secretary since May 1999; Senior Vice President — Law and Secretary April 1998 – May 1999; Senior Partner of Jenner & Block, LLC May 1987 – April 1998
William O. Schmieder		53	Vice President International since March 2001; Staff Vice President International January 2000 – March 2001; Vice President Business Development, Lockheed Martin Electronics  & Missiles June 1997 – December 1999; Vice President Programs, Lockheed Martin Corporation August 1994 – June  1997
Daniel P. Schmutte		50	Vice President of the company and President of Defense Systems since February 1997; Vice President Operations August 1995 – February 1997
John W. Schwartz		44	Vice President and Controller since March 1998; Staff Vice President and Controller November 1994 – March 1998
David E. Scott		55	Vice President of the company and President of Computing Devices Canada since February 1998; President Computing Devices Canada June 1997 – January 1998; Vice President Communications Division November 1990 – May 1997
John F. Stewart		56	Vice President of the company and President of General Dynamics Electronic Systems since February 2000; President of General Dynamics Electronic Systems September 1999 – February 2000; Vice President and General Manager, GTE Government Systems, Electronic Systems Division November  1997 – September 1999; Vice President and General Manager, GTE Government Systems, Information Operations December 1995 – November 1997
Michael W. Toner		57	Vice President of the company and President of Electric Boat since January 2000; Senior Vice President Electric Boat June 1998 – January 2000; Vice President — Innovation October 1995 – June 1998
Arthur J. Veitch		54	Senior Vice President and Group Executive, Combat Systems since September 1999; Vice President of the company and President of Land Systems February 1997 – September  1999; Vice President of the company and Senior Operating Officer of Land Systems August 1995 – February 1997
Richard H. Vortmann		56	Vice President of the company and President of NASSCO since February 1999; President, Chief Executive Officer and Chairman of the Board of NASSCO April 1989 – February  1999
John K. Welch		50	Senior Vice President and Group Executive, Marine Systems since January 2000; Vice President of the company and President of Electric Boat October 1995 – January 2000
W. Peter Wylie		61	Vice President Human Resources and Administration August  1995 through retirement in March 2001

13

Item 2.  Properties

      Principal Business Groups. A summary of floor space at the main facilities of the Marine Systems, Aerospace, Information Systems and Technology, and Combat Systems business groups follows (square feet in millions):

		Company				Government
		Owned		Leased		Furnished
		Facilities		Facilities		Facilities		Total
Marine Systems:
Electric Boat
	Groton, CT (Shipyard)		2.8		0.1				2.9
	Quonset Point, RI (Plant/ Warehouse)		0.4		1.1				1.5
Bath Iron Works
	Bath, ME (Shipyard)		1.1						1.1
	East Brunswick, ME (Warehouse)		0.9		0.2				1.1
	Portland, ME (Shipyard)				0.1				0.1
National Steel and Shipbuilding Company
	San Diego, CA (Shipyard)		0.2		6.0				6.2
	Mexicali, Mexico (Factory)				0.2				0.2
Total Marine Systems			5.4		7.7		0.0		13.1
Aerospace:
Gulfstream
	Savannah, GA (Factory/ Office)		1.5						1.5
	Brunswick, GA (Service/ Completion Center)				0.1				0.1
	Long Beach, CA (Service/ Completion Center)		0.3		0.1				0.4
	Dallas, TX (Service/ Completion Center)		0.2		0.1				0.3
	Appleton, WI (Service/ Completion Center)		0.1						0.1
	Westfield, MA (Service Center)		0.1						0.1
	Oklahoma City, OK (Factory)				0.5				0.5
	Mexicali, Mexico (Factory)				0.2				0.2
Total Aerospace			2.2		1.0		0.0		3.2

14

		Company				Government
		Owned		Leased		Furnished
		Facilities		Facilities		Facilities		Total
Information Systems and Technology:
Defense Systems
	Pittsfield, MA (Labs)						0.9		0.9
	San Diego, CA (Office)				0.1				0.1
	Boulder, CO (Office)				0.1				0.1
Advanced Technology Systems
	Greensboro, NC (Factory/ Office)		0.1		0.3				0.4
	Whippany, NJ (Office/ Labs)				0.2				0.2
General Dynamics Information Systems
	Bloomington, MN (Office)				0.5				0.5
Computing Devices Canada, Ltd.
	Ottawa, Ontario (Office/ Plant)		0.2		0.1				0.3
	Calgary, Alberta (Office)				0.2				0.2
Communication Systems
	Needham Heights, MA (Office)		0.3		0.1				0.4
	Taunton, MA (Office/ Factory)		0.1		0.3				0.4
Electronic Systems
	Mountain View, CA (Office/ Factory)		0.2		0.4				0.6
	Thousand Oaks, CA (Office/ Lab)				0.1				0.1
Worldwide Telecommunication Systems
	Needham Heights, MA (Office)		0.1						0.1
	Chantillly, VA (Office)				0.1				0.1
	Colorado Springs, CO (Office/ Lab)		0.1						0.1
	Ft. Gordon, GA (Office/ Lab)						0.2		0.2
Total Information Systems and Technology			1.1		2.5		1.1		4.7
Combat Systems:
Land Systems
	Lima, OH (Plant)						1.6		1.6
	Muskegon, MI (Plant)		1.0		0.1				1.1
	Scranton, PA (Plant)				0.3				0.3
	Woodbridge, VA (Office)		0.1						0.1
	Tallahassee, FL (Plant/ Office)				0.1				0.1
	Sterling Heights, MI (Office)		0.6						0.6
	Anniston, AL (Plant/ Warehouse)						0.1		0.1
	Imperial, CA (Plant/ Warehouse)				0.1				0.1
	Shelby Township, MI (Plant)				0.1				0.1
	Westminster, MD (Plant/ Office)				0.1				0.1
Armament Systems
	Burlington, VT (Plant/ Office)		0.1		0.2				0.3
	Saco, ME (Plant/ Office)		0.5						0.5
Total Combat Systems			2.3		1.0		1.7		5.0

      In 1997, Bath Iron Works began a project to construct a fifteen acre land level transfer facility and manufacturing support center, and a 750-foot dry-dock in Bath, Maine to modernize its facility. The company expects to complete the project in 2001 and anticipates investing approximately $240.

15

      Other. Freeman Energy operates two underground coal mines and one surface coal mine in Illinois. Coal preparation facilities and rail loading facilities are located at each mine sufficient for its output. Material Service operates several stone quarries, as well as sand and gravel pits and yards in the Chicago, Illinois and Indiana areas for its aggregates business.

      Real Estate Held for Development. As part of the divestiture of certain of the company’s businesses during 1992 to 1994, specific properties were retained by the company. The company developed plans and marketing efforts, which are intended to maximize the market value of these properties. Beginning in 1997, several buildings and acres of land were sold, the most significant of which was a 232-acre site in the Kearny Mesa section of San Diego, California in 1998. The remaining properties include approximately 2,200 acres in Sycamore Canyon, San Diego, California and 280 acres in Rancho Cucamonga, California. Most of this property is undeveloped. The company owns approximately 20,000 square feet of building space at Rancho Cucamonga and approximately 200,000 square feet of building space at Sycamore Canyon.

      General. The company believes that its main facilities are adequate for the present needs of the company and its subsidiaries and, as supplemented by planned improvements and construction, are expected to remain adequate for the foreseeable future.

Item 3.  Legal Proceedings

      The information under the captions “Litigation” and “Environmental” in Note O and the information in Note P to the Consolidated Financial Statements appearing on pages 41 through 43 of the 2000 Annual Report, included in this Annual Report on Form 10-K for the year ended December 31, 2000, as Exhibit 13, is incorporated herein by reference in response to this item.

Item 4.  Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of the company’s security holders during the fourth quarter of the year ended December 31, 2000.

PART II

Item 5.  Market for the Company’s Common Equity and Related Stockholder Matters

      The company’s common stock is listed on the New York Stock Exchange, Chicago Stock Exchange and Pacific Stock Exchange.

      On October 25, 1999, the company issued 15,424 shares of common stock to James D. Caldwell in connection with the company’s acquisition of Caldwell’s Diving Company, Inc. and Cable Ventures Inc. (now known as it International Telecom USA, Inc.). In connection with this share issuance, the company claims exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, based on the fact that the transaction did not involve any public offering of securities.

      The high and low sales price of the company’s common stock and the cash dividends declared with respect to the company’s common stock for each quarterly period during the two most recent fiscal years are included in Note T to the Consolidated Financial Statements appearing on page 50 of the 2000 Annual Report, included in this Annual Report on Form 10-K for the year ended December 31, 2000, as Exhibit 13, and are incorporated herein by reference.

      There were 18,500 holders of record of the company’s common stock at March 8, 2001.

Item 6.  Selected Financial Data

      The “Selected Financial Data” appearing on page 52 of the 2000 Annual Report, included in this Annual Report on Form 10-K for the year ended December 31, 2000, as Exhibit 13, is incorporated herein by reference in response to this item.

16

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The “Management’s Discussion and Analysis of the Results of Operations and Financial Condition” appearing on pages 17 through 29 of the 2000 Annual Report, included in this Annual Report on Form 10-K for the year ended December 31, 2000, as Exhibit 13, is incorporated herein by reference in response to this item.

Item 7A.  Quantitative and Qualitative Information About Market Risk

      The information appearing under the caption “Market Risk” on page 29 of the 2000 Annual Report, included in this Annual Report on Form 10-K for the year ended December 31, 2000, as Exhibit 13, is incorporated herein by reference in response to this item.

Item 8.  Financial Statements and Supplementary Data

      The Consolidated Financial Statements, Notes to the Consolidated Financial Statements and Report of Independent Public Accountants appearing on pages 30 through 51 of the 2000 Annual Report, included in this Annual Report on Form 10-K for the year ended December 31, 2000, as Exhibit 13, are incorporated herein by reference in response to this item.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      None.

17

PART III

Item 10.  Directors and Executive Officers of the Registrant

      The information required to be set forth herein, except for a list of the executive officers that is provided in Part I of this report, is included in the sections entitled “Re-Election of the Board of Directors of the Company” and “Other Information — Section 16(a) Beneficial Ownership Reporting Compliance” in the company’s definitive Proxy Statement, which sections are incorporated herein by reference.

Item 11.  Executive Compensation

      The information required to be set forth herein is included in the section entitled “Executive Compensation” in the company’s definitive Proxy Statement, which section is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

      The information required to be set forth herein is included in the sections entitled “Security Ownership of Management” and “Security Ownership of Certain Beneficial Owners” in the company’s definitive Proxy Statement, which sections are incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

      The information required to be set forth herein is included in the section entitled “Transactions Involving Directors and the Company” in the company’s definitive Proxy Statement, which section is incorporated herein by reference.

18

PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  1.  Financial Statements

      The Report of Independent Public Accountants and Consolidated Financial Statements appearing in the 2000 Annual Report on the pages listed in the following index are included in this Annual Report on Form 10-K for the year ended December 31, 2000, as Exhibit 13, and are incorporated herein by reference.

		Page of
		2000
		Annual
		Report
Report of Independent Public Accountants			51
Consolidated Financial Statements:
	Consolidated Statement of Earnings		30
	Consolidated Balance Sheet		31
	Consolidated Statement of Cash Flows		32
	Consolidated Statement of Shareholders’ Equity		33
	Notes to Consolidated Financial Statements (A to T)		34-50

     2.  Financial Statement Schedules

      No schedules are submitted because they are either not applicable or not required, or because the required information is included in the Consolidated Financial Statements or the Notes thereto.

     3.  Exhibits — See Index on pages 21 and 22 of this Annual Report on Form 10-K.

(b)  Reports on Form 8-K

      None.

19

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GENERAL DYNAMICS CORPORATION

By:  /s/ JOHN W. SCHWARTZ

John W. Schwartz
Vice President and Controller

March 29, 2001

      Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on March 29, 2001, by the following persons on behalf of the Registrant and in the capacities indicated, including a majority of the directors.

/s/ NICHOLAS D. CHABRAJA Nicholas D. Chabraja	Chairman, Chief Executive Officer and Director (Principal Executive Officer)
/s/ MICHAEL J. MANCUSO Michael J. Mancuso	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ JOHN W. SCHWARTZ John W. Schwartz	Vice President and Controller (Principal Accounting Officer)
* Julius W. Becton, Jr.	Director
* James S. Crown	Director
* Lester Crown	Director
* Charles H. Goodman	Director
* George A. Joulwan	Director
* Paul G. Kaminski	Director
* James R. Mellor	Director
* Carl E. Mundy, Jr.	Director
* Carlisle A.H. Trost	Director

*  By David A. Savner pursuant to Power of Attorney executed by the directors listed above, which Power of Attorney has been filed with the Securities and Exchange Commission.

/s/ DAVID A. SAVNER

______________________________________________________

David A. Savner

Secretary

20

INDEX TO EXHIBITS — GENERAL DYNAMICS CORPORATION

COMMISSION FILE NO. 1-3671

      Exhibits listed below, which have been filed with the Commission pursuant to Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and which were filed as noted below, are hereby incorporated by reference and made a part of this report with the same effect as if filed herewith.

Exhibit		Note
Number		Number			Description
	3.1		(1)		Restated Certificate of Incorporation, effective August 2, 1999
	3.2		(2)		Restated By-Laws, effective March 7, 2001
	10.1		(3)		Facilities Contract DAAE07-90-E-A001 between General Dynamics Land Systems, Inc. and the United States, dated June 24, 1990, relating to government-owned facilities and equipment at the Lima Army Tank Plant, Lima, Ohio
	10.2		(4)		Lease Agreement between National Steel and Shipbuilding Company and the San Diego Unified Port District, dated January 1, 1991, relating to facilities in the San Diego, California harbor
	10.2.1		(4)		Amendment of Lease Agreement between National Steel and Shipbuilding Company and the San Diego Unified Port District, dated December 6, 1994
	10.3		(5)	*	Form of Severance Protection Agreement
	10.4		(6)	*	Employment Agreement between the company and Nicholas D. Chabraja dated November 12, 1996
	10.5		(6)		Lease Agreement between Electric Boat Corporation and the Rhode Island Economic Development Corporation dated December 20, 1996
	10.6		(7)	*	Retirement Benefit Agreement between the company and Gordon R. England dated February 14, 1997
	10.7		(7)	*	Consulting Agreement between the company and Paul G. Kaminski dated August 18, 1997
	10.8		(7)		Credit Enhancement Agreement between Bath Iron Works Corporation and the City of Bath, Maine, dated September  19, 1997, relating to the development program of facilities in Bath, Maine
	10.9		(4)	*	Retirement Benefit Agreement between the company and David A. Savner dated March 4, 1998
	10.10		(7)	*	Retirement Benefit Agreement between the company and Michael J. Mancuso dated March 6, 1998
	10.11		(2)	*	Employment Agreement between the company and David A. Savner dated March 10, 1998
	10.12		(8)		Agreement and Plan of Merger between General Dynamics Corporation, Tara Acquisition Corporation and Gulfstream Aerospace Corporation dated May 16, 1999
	10.13		(9)		Stock Purchase Agreement (without Schedules and Exhibits) between General Dynamics, Contel Federal Systems, Inc. and GTE Corporation dated as of June 21, 1999
	10.14		(10)		Agreement and Plan of Merger between General Dynamics Corporation, Mars Acquisition Corporation and Primex Technologies, Inc. dated November 9, 2000
	10.15		(2)	*	General Dynamics Corporation Supplemental Savings and Stock Investment Plan
	10.16		(2)	*	General Dynamics Corporation 1997 Incentive Compensation Plan, as amended
	13		(2)		2000 Annual Report (pages 17 through 52)
	21		(2)		Subsidiaries
	23.1		(2)		Consent of Arthur Andersen LLP
	23.2		(2)		Consent of Deloitte & Touche LLP
	24		(2)		Power of Attorney of the Board of Directors
	99.1		(2)		Independent Auditors’ Report — Deloitte & Touche LLP

21

Exhibit		Note
Number		Number		Description
	99.2		(11)	1998 Annual Report on Form 11-K for the General Dynamics Corporation Savings and Stock Investment Plan
	99.3		(11)	1998 Annual Report on Form 11-K for the General Dynamics Corporation Hourly Employees’ Savings and Stock Investment Plan
	99.4		(12)	1999 Annual Report on Form 11-K for the General Dynamics Corporation Savings and Stock Investment Plan
	99.5		(12)	1999 Annual Report on Form 11-K for the General Dynamics Corporation Hourly Employees’ Savings and Stock Investment Plan

*  Indicates a management contract or compensatory plan or arrangement required to be filed pursuant to Item 14(c) of Form 10-K.

22

NOTES TO EXHIBITS — GENERAL DYNAMICS CORPORATION

COMMISSION FILE NO. 1-3671

(1)	Filed as an exhibit to the company’s current report on Form 8-K filed with the Commission August 11, 1999.
(2)	Filed as an exhibit hereto.
(3)	Filed as an exhibit to the company’s annual report on Form 10-K for the year ending December 31, 1990, and filed with the Commission March 29, 1991.
(4)	Filed as an exhibit to the company’s annual report on Form 10-K for the year ending December 31, 1998, and filed with the Commission March 18, 1999.
(5)	Filed as an exhibit to the company’s annual report on Form 10-K for the year ending December 31, 1995, and filed with the Commission March 21, 1996.
(6)	Filed as an exhibit to the company’s annual report on Form 10-K for the year ending December 31, 1996, and filed with the Commission March 21, 1997.
(7)	Filed as an exhibit to the company’s annual report on Form 10-K for the year ending December 31, 1997, and filed with the Commission March 18, 1998.
(8)	Filed as an exhibit to the company’s quarterly report on Form 10-Q for the quarterly period ended April 4, 1999, and filed with the Commission May 18, 1999.
(9)	Filed as an exhibit to the company’s current report on Form 8-K filed with the Commission June 24, 1999.

(10)	Filed as an exhibit to the company’s quarterly report on Form 10-Q for the quarterly period ended October 1, 2000, and filed with the Commission November 13, 2000.
(11)	Filed as an exhibit to the company’s annual report on Form 10-K/ A for the year ending December 31, 1998, and filed with the Commission June 30, 1999.
(12)	Filed as an exhibit to the company’s annual report on Form 10-K/ A for the year ending December 31, 1999, and filed with the Commission June 28, 2000.

23 EX-3.2 2 w46524ex3-2.txt RESTATED BY-LAWS 1 EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS of GENERAL DYNAMICS CORPORATION (As amended effective March 7, 2001) ------------------- ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of General Dynamics Corporation (hereinafter called the Corporation) in the State of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, 19808. The registered agent of the Corporation in Delaware is United States Corporation Company. SECTION 2. Other Offices. The Corporation may have such other offices in such places, either within or without the State of Delaware, as the Board of Directors of the Corporation (hereinafter called the Board) may from time to time determine. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of any other proper business, notice of which was given in the notice of such meeting, shall be held on such date and at such time as shall be designated by resolution of the Board from time to time. SECTION 2. Special Meetings. A special meeting of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board or by a majority of the directors, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. SECTION 3. Place of Meeting. All meetings of the stockholders shall be held at such place or places, within or without the State of Delaware, or at no place (but rather by means of remote communication) as may from time to time be designated by the Board. SECTION 4. Notice of Meetings. Every stockholder shall furnish the Corporation through its Secretary with an address at which notices of meetings and all other corporate notices may be served on or mailed or otherwise communicated to him. Except as otherwise expressly required by statute, the Certificate of Incorporation or these By-Laws, notice of each meeting of the stockholders shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting, by delivering a written notice thereof to him personally, -1- 2 by a method of electronic transmission consented to by the stockholder to whom the notice is given, or by depositing such notice in the United States mail in a postage prepaid envelope, directed to him at his post office address furnished by him to the Corporation, or, if he shall not have furnished to the Corporation his address but his address shall otherwise appear on the records of the Corporation, then at his address as it shall so appear on the records of the Corporation, or, if he shall not have furnished to the Corporation his post office address and his address shall not otherwise appear on the records of the Corporation, then at the registered office of the Corporation in the State of Delaware. If mailed, such notice is deemed to be given when deposited in the United States mail. Except as otherwise expressly required by statute, the Certificate of Incorporation or these By-Laws, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which the stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. SECTION 5. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. SECTION 6. Quorum. At each meeting of the stockholders, except as otherwise expressly required by statute, the Certificate of Incorporation or these By-Laws, the holders of record of a majority of the issued and outstanding shares of stock of the Corporation entitled to be voted at such meeting, present either in person or by proxy, shall constitute a quorum for the transaction of business, provided, however, that in any case where the holders of Preferred Stock or any series thereof are entitled to vote as a class, a quorum of the Common Stock and a quorum of the Preferred Stock or such series thereof shall be separately determined. In the absence of a quorum at any such meeting or any adjournment or adjournments thereof, a majority in interest of the stockholders of the Corporation present in person or by proxy and entitled to vote at, or any officer entitled to preside at, or to act as secretary of, such meeting may adjourn the meeting from time to time in the manner provided in Section 5 of this Article II until a quorum shall attend, provided, however, that at any such meeting where the holders of Preferred Stock or any series thereof are entitled to vote as a class, if one class or series of stock of the Corporation but not the other has a quorum present, the meeting may proceed with the business to be conducted by the class or series having a quorum present, and may be adjourned from time to time in respect of business to be conducted by the class or series not having a quorum present. The absence from any meeting in person or by proxy of stockholders holding the number of shares of stock of the Corporation entitled to vote thereat required by statute, the Certificate of Incorporation or these By-Laws for action upon any given matter shall not prevent action at such meeting upon any other matter which may properly come before the meeting, if there shall be present thereat in person or by proxy stockholders holding the number of shares of stock of the Corporation entitled to vote thereat required in respect of such other matter. -2- 3 SECTION 7. Voting. (a) Except as otherwise provided by or pursuant to statute, the Certificate of Incorporation or these By-Laws, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote in person or by proxy for each share of stock of the Corporation entitled to be voted upon the matter in question held by him and registered in his name on the books of the Corporation on such date as may be fixed pursuant to Article VII of these By-Laws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting. (b) Shares of its own stock belonging to the Corporation, or to another corporation if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be entitled to vote. (c) Persons holding stock having voting power in a fiduciary capacity, or their proxies, shall be entitled to vote the shares so held, and persons whose stock having voting power is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. (d) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless said proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Corporation. (e) If shares shall stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons shall have the same fiduciary relationship respecting the same shares, unless the Secretary shall have been given written notice to the contrary and have been furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (i) if only one shall vote, his act shall bind all; (ii) if more than one shall vote, the act of the majority so voting shall bind all; and (iii) if more than one shall vote, but the vote shall be evenly split on any particular matter, then, except as otherwise required by the General Corporation Law of the State of Delaware, each faction may vote the shares in question proportionally. -3- 4 If the instrument so filed shall show that any such tenancy is held in unequal interests, the majority or even-split for the purpose of the next foregoing sentence shall be a majority or even-split in interest. (f) At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, except as otherwise expressly required by the Certificate of Incorporation, these By-Laws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, shall be decided by the affirmative vote of a majority in interest of the stockholders present in person or by proxy and entitled to vote on such matters, a quorum being present. Except in the case of votes for the election of directors and for other matters where expressly so required, the vote at any meeting of the stockholders on any question need not be by ballot. On a vote by ballot each ballot shall be signed by the stockholder voting, or on his behalf by his proxy, and it shall show the number of shares voted by him. SECTION 8. Lists of Stockholders. It shall be the duty of the Secretary or other officer who shall have charge of the stock ledger of the Corporation, either directly or through another officer designated by him or through a transfer agent or transfer clerk appointed by the Board, to prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders of each class entitled to vote at said meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law. Upon the willful neglect or refusal of the directors to produce such list in accordance with applicable law, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, such list or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders. SECTION 9. Inspectors of Votes - Judges. Before each meeting of the stockholders at which a vote by ballot is to be taken, the Corporation shall appoint two Inspectors of Votes or Judges to act at such meeting and make a written report thereof. The Corporation may designate one or more persons as alternate Inspectors of Votes or Judges to replace any Inspector of Votes or Judge who fails to act. If no Inspector of Vote or Judge or alternate is able to act at a meeting of stockholders, the Chairman of such meeting shall appoint one or more Inspectors of Votes or Judges to act at the meeting. Each Inspector of Votes or Judge so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes or Judge at such meeting with strict impartiality and according to the best of his ability. Such Inspectors of Votes or Judges shall have the duties prescribed by law and shall decide upon the qualifications of voters and accept their votes and, when the vote is completed, shall count and ascertain the number of shares voted respectively for and against the question or questions on which a vote was taken and shall make and deliver a certificate in writing to the secretary of such meeting of the results thereof. The Inspectors of Votes or Judges may appoint or retain other persons or entities to assist the Inspectors of Votes or Judges in the performance of their duties. The Inspectors of Votes or Judges need not be stockholders, and any officer or director may be an Inspector of Votes or Judge on any question other than a vote for or against his election to any position with the Corporation or any other question in which he may be directly interested. -4- 5 SECTION 10. Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in the By-Laws shall be eligible to serve as directors. (a) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board may be made at an annual meeting of stockholders only (a) pursuant to the Corporation's notice of meeting (or any supplement thereto), (b) by or at the direction of the Board or (c) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 10, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 10. (2) Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than seventy days after such anniversary date or other prior public disclosure of the date of the meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which such notice of the date of the meeting or such public disclosure was first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are beneficially owned by the person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner, (ii) the class or series and number of shares of the Corporation which are owned beneficially and of record by such stockholder and by such beneficial owner, (iii) a description of all arrangements or understandings between such stockholder and/or beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person named in its notice, (v) a representation whether the stockholder or the beneficial owner, if any, intends or is a part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such nomination, and (vi) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or -5- 6 other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee, or any other information as the Board may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this By-Law and unless qualified under the other provisions of these By-Laws. Except as otherwise provided by law, the Chairman of the meeting has the power and authority to and shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-Laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 10, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. Notwithstanding the foregoing provisions of this Section 10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 10. Nothing in this Section 10 shall be deemed to affect any rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation. (3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 10 to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Section 10 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation. (b) Special Meetings of Stockholders. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting (1) by or at the direction of the Board or (2) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 10 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complied with the notice procedures set forth in this Section 10. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation's notice of meeting, if the stockholder's notice required by paragraph (a)(2) of this Section 10 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following -6- 7 the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above. (c) For purposes of this Section 10, "public announcement" shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. SECTION 11. Notice of Business. (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) pursuant to the Corporation's notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board or (iii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 11, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 11. (b) For business to be properly brought before a stockholder meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than seventy days after such anniversary date or other prior public disclosure of the date of the meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which such notice of the date of the meeting or such public disclosure was first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above. A stockholder's notice to the Secretary shall set forth (a) as to each matter the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the By-Laws of the Corporation, the language of the proposed amendment), (iii) any material interest in such business of such stockholder and such beneficial owner, if any, on whose behalf the proposal is made, and (iv) any other information relating to such business that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies in support of such proposal or is otherwise required pursuant to Regulation 14A of the Exchange Act and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner, (ii) the class or series and number of shares of the Corporation which are owned beneficially and of record by such stockholder and by such beneficial owner, (iii) a description of all arrangements or understandings between such stockholder and/or beneficial owner and any other person or persons -7- 8 (including their names) pursuant to which the proposal(s) are to be made by such stockholder, (iv) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose the items of business set forth in its notice, (v) a representation whether the stockholder or the beneficial owner, if any, intends or is a part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in support of such proposal, and (vi) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies in support of such proposal pursuant to Regulation 14A under the Exchange Act. Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 11. The timing requirements for advance notice of a proposal set forth in this Section 11 shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder's proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. Except as otherwise provided by law, the Chairman of the meeting has the power and authority to and shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of these By-Laws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section. Nothing in this Section 11 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act. (c) For purposes of this Section 11, "public announcement" shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. SECTION 12. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. SECTION 13. Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and to -8- 9 adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the Chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. ARTICLE III BOARD OF DIRECTORS SECTION 1. General Powers. The property, business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and regulations for the conduct of its meetings and the management of the affairs of the Corporation as it may deem proper, not inconsistent with statute, the Certificate of Incorporation and these By-Laws. SECTION 2. Number, Qualifications and Term of Office. The number of directors shall be not less than five nor more than fifteen, as shall be fixed from time to time by resolution of the Board pursuant to a vote of two-thirds of the directors then in office. Individuals over the age of seventy-five years may stand for election as directors only with the approval of the Nominating Committee and a two-thirds vote of the directors then in office for a specified reason to be enumerated in the Corporation's proxy statement. In no event shall a director stand for election beyond the age of eighty. A majority of the Board shall at all times be comprised of outside directors. For purposes of this Section, an outside director shall mean a person who is not currently employed by the Corporation or any of its subsidiaries or affiliates. All directors who are not outside directors shall be known as inside directors. Collectively, inside and outside directors shall be known as directors. Any inside director who served as the Chief Executive Officer of the Corporation after January 1, 1992, and whose employment with the Corporation terminates, may be invited by the Nominating Committee to continue to serve as a member of the Board for a transitional period of up to one year following the effective date of his/her termination or for an additional period of time thereafter, but then only with a vote of two-thirds of the directors then in office and for a specified reason to be enumerated in the Corporation's proxy statement. Each director shall hold office until the annual meeting of the stockholders next following his/her election and until his/her successor shall have been elected and shall have qualified, or until his/her death, or until he/she shall earlier resign. This Section shall not be amended by the Board except upon a vote of two-thirds of the directors then in office. SECTION 3. Chairman. The Board shall elect a Chairman of the Board from among the directors. This individual need not be an employee of the Corporation. The Chairman of the Board -9- 10 shall have the overall responsibility for all matters pertaining to the Board, including, without limitation, meetings of the Board. SECTION 4. Resignations. Any director may resign at any time by giving notice to the Chairman of the Board or to the Board, in writing, by telegraph, cable or wireless, or by electronic mail or other means of electronic communication. Any such resignation shall take effect at the time specified therein or, if no time is so specified, upon its receipt by the Chairman of the Board or by the Board; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 5. Vacancies. Except as provided by law or the Certificate of Incorporation, any newly created directorship or vacancy in the Board, whether caused by death, resignation, increase in the number of directors (whether by resolution of the Board, amendment of these By-Laws or otherwise) or any other cause, may be filled either by the stockholders of the Corporation entitled to vote for the election of directors, at a meeting of the stockholders called for that purpose or by vote of two-thirds of the directors then in office though less than a quorum; and each director so chosen shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and shall have qualified, or until his earlier death, or until he shall earlier resign. This Section shall not be amended by the Board except upon a vote of two-thirds of the directors then in office. SECTION 6. First Meeting. Promptly after, and on the same day as, each annual election of directors, the Board may, if a quorum be present, meet at the place at which such election was held, for the purpose of organization, the election of officers and the transaction of other business. Notice of such meeting need not be given. Such meeting may be held at any other time and place which shall be specified in a notice given as hereinafter provided for special meetings of the Board. SECTION 7. Regular Meeting. Regular meetings of the Board shall be held at such times and places as the Board shall determine. Notice of regular meetings shall be given by letter, telegraph, cable, facsimile transmission, electronic mail or other means of electronic communication, addressed or otherwise directed to each director at his residence or usual place of business, at least five days before the meeting. This Section shall not be amended by the Board except upon a vote of two-thirds of the directors then in office. SECTION 8. Special Meetings; Notice. Special meetings of the Board shall be held whenever called by the Chairman of the Board, or by the Secretary on the written request of any three directors. Except as otherwise expressly required by statute, the Certificate of Incorporation or these By-Laws, notices of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph, cable, facsimile transmission, electronic mail or other means of electronic communication, or shall be delivered personally or by telephone, not later than two days before the days on which the meeting is to be held. The purposes of any special meeting shall be stated with particularity in the notice thereof. This Section shall not be amended by the Board except upon a vote of two-thirds of the directors then in office. -10- 11 SECTION 9. Place of Meetings. The Board may hold its meetings at such place or places within or without the State of Delaware as it may from time to time determine by resolution, or as shall be specified in the respective notices of meetings. SECTION 10. Quorum and Manner of Acting. Except as otherwise expressly required by statute, the Certificate of Incorporation or these By-Laws, five directors shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be act of the Board. In the absence of a quorum the Chairman of the Board or a majority of the directors present may adjourn any meeting from time to time until a quorum shall be present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting originally called. Prompt notice of any adjourned meetings shall be given. This Section shall not be amended by the Board except upon a vote of two-thirds of the directors then in office. SECTION 11. Committees of Board of Directors. Except as otherwise provided in these By-Laws, the Board may, by resolution or resolutions passed by a majority of the Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise the powers and authority of the Board in the management of the property, business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. A majority of all the members of such committee may make, alter and repeal its rules of procedure, determine its manner of acting and fix the time and place, whether within or without the State of Delaware, of its meetings and specify what notice thereof, shall be given unless the Board shall otherwise by resolution provide. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to this Article III of the By-Laws. The Board shall have power to change the members of any such committee at any time, to fill vacancies therein and to discharge any such committee or to remove any members thereof, either with or without cause, at any time. SECTION 12. Ex Officio Member of Committees. The Chairman of the Board shall be a member "ex officio" of all committees of the Board, except where expressly prohibited by statute, the Certificate of Incorporation or these By-Laws or by the terms of any plan or other document establishing any such committee. SECTION 13. Agenda. An agenda of matters to come before each meeting of the Board shall be communicated to each director with the notice for such meeting; if notice is not required for such meeting, then the agenda shall be communicated at least five days before such meeting. This -11- 12 Section shall not be amended by the Board except upon a vote of two-thirds of the directors then in office. SECTION 14. Telephonic Meetings Permitted. Members of the Board, or any committee designated by the Board, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this By-Law shall constitute presence in person at such meeting. SECTION 15. Organization. Meetings of the Board shall be presided over by the Chairman of the Board, if any, or in his absence, by the Vice Chairman of the Board, if any, or in his absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. SECTION 16. Action by Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in accordance with applicable law. ARTICLE IV OFFICERS SECTION 1. Number and Qualification of Officers. The principal officers of the Corporation shall be a Chief Executive Officer, one or more Vice Presidents, a Controller, a Secretary, and a Treasurer. The Board may choose such other officers as it may from time to time determine. The Chief Executive Officer shall be chosen from among the directors. The Board may also choose a Chairman of the Board and a Vice Chairman of the Board from among its members. SECTION 2. Election and Term of Office. The officers shall be chosen annually by the Board. Each officer shall hold office until his successor shall have been elected and shall have qualified, or until his earlier death or until his earlier resignation or removal in the manner hereafter provided. SECTION 3. Powers and Duties of Officers. The powers and duties of officers shall be as determined from time to time by resolution of the Board, or in such other manner as the Board may authorize, not inconsistent with statute, the Certificate of Incorporation and these By-Laws. To the extent not so provided by the Board, the powers and duties of the officers shall be as generally pertain to their respective offices. SECTION 4. Resignation and Removal. Any officer may resign at any time by giving notice to the Chairman of the Board or to the Board, in writing or by telegraph, cable or wireless. Any such resignation shall take effect at the time specified therein or, if no time is so specified, upon its receipt by the Chairman of the Board or by the Board; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed, either with or without cause, at any time, by the vote of a majority of the Board. -12- 13 SECTION 5. Vacancies. Any vacancy in any office by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any meeting. ARTICLE V CONTRACTS, CHECKS, DRAFTS AND PROXIES SECTION 1. Contracts. The Board may by resolution authorize any officer(s), agent(s) or employee(s) to enter into any contract or engagement and to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized by the Board or by these By-Laws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or for any amount. SECTION 2. Checks and Drafts. All checks, drafts or other orders for the payment or money, issued in the name of the Corporation, shall be signed in such manner as shall from time to time be determined by resolution of the Board. SECTION 3. Proxies. All proxies or instruments authorizing any person to attend, vote, consent or otherwise act at any and all meetings of stockholders of any entity in which the Corporation shall own shares or in which it shall otherwise be interested shall be executed by the Chairman of the Board or such other officer as the Chairman or the Board may from time to time determine. ARTICLE VI CAPITAL STOCK SECTION 1. Certificates for Stock. Every holder of shares of stock of the Corporation shall be entitled to have a certificate, in such form as the Board shall prescribe, certifying the number and class of shares of stock of the Corporation owned by him. Each such certificate shall be signed in the name of the Corporation by the Chairman of the Board, the President or a Vice-President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer clerk, transfer agent or registrar who shall have signed, or whose facsimile signature shall have been placed upon, any such certificate or certificates shall cease to be such officer, transfer clerk, transfer agent or registrar before such certificate or certificates shall have been issued by the Corporation, such certificate or certificates may be issued by the Corporation with the same effect as though he were such officer, transfer clerk, transfer agent or registrar at the date of issue. SECTION 2. Transfer of Stock. Title to a certificate and to the shares of stock of the Corporation represented thereby shall be transferred only (a) by delivery of the certificate endorsed either in blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby, or -13- 14 (b) by delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person. SECTION 3. Registered Holders. The Corporation shall be entitled to treat the registered holder of any certificate for stock of the Corporation as the absolute and exclusive owner thereof and of the shares represented thereby for all purposes, including without limitation the right to receive dividends, the right to vote and liability for calls and assessments, and, accordingly, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares or shares on the part of any person, whether or not the Corporation shall have express or other notice thereof, save as expressly provided by statute. SECTION 4. Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with statue, the Certificate of Incorporation or these By-Laws, concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for shares of stock of the Corporation to bear the signature or signatures of any of them. SECTION 5. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VII RECORD DATE SECTION 1. Fixing of Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action other than stockholder action by written consent, the Board may fix a record date, which shall not precede the date upon which the resolution fixing such record date is adopted by the Board and (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting or (ii) in the case of any other action (other than stockholder action by written consent), shall not be more than 60 days prior to any such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on -14- 15 which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any other purpose (other than stockholder action by written consent) shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board to fix a record date. The Board shall promptly, but in all events within 10 days after the date on which such a request is receive, adopt a resolution fixing the record date. If no record date has been fixed by the Board within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board adopts the resolution taking such prior action. ARTICLE VIII WAIVERS OF NOTICE Whenever notice is required to be given by statute, the Certificate of Incorporation or these By-Laws, a waiver thereof, by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice. ARTICLE IX FORM OF RECORDS -15- 16 Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. -16- 17 ARTICLE X FISCAL YEAR The fiscal year of the Corporation shall be determined by resolution of the Board. ARTICLE XI AMENDMENTS The Board from time to time may adopt, alter, amend or repeal By-Laws. The stockholders may also adopt, alter, amend or repeal by-laws at any meeting provided that notice of such proposed adoption, alteration, amendment or repeal is included in the notice of such meeting. CERTIFICATE The undersigned,________________________________________________________ Secretary of GENERAL DYNAMICS CORPORATION, a Delaware corporation, does hereby certify that the foregoing is a true copy of the By-Laws of the Corporation in effect as of this date. WITNESS my hand and the seal of the Corporation this _____ day of __________, 200__. ----------------------------------- (CORPORATE SEAL) Secretary -17- EX-10.11 3 w46524ex10-11.txt EMPLOYMENT AGREEMENT 1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT On March 10, 1998 the Company and David A. Savner agreed that in the event Mr. Savner's employment with General Dynamics is involuntarily terminated for any other reason than for cause during the first three years of his employment, his salary and benefits will continue through that period. Mr. Savner will complete three years of employment with General Dynamics on April 5, 2001. EX-10.15 4 w46524ex10-15.txt SUPPLEMENTAL SAVINGS AND STOCK INVESTMENT PLAN 1 EXHIBIT 10.15 GENERAL DYNAMICS CORPORATION SUPPLEMENTAL SAVINGS AND STOCK INVESTMENT PLAN Effective 1 January 1983 and restated for amendments through 1 January 1998 2 GENERAL DYNAMICS CORPORATION SUPPLEMENTAL SAVINGS AND STOCK INVESTMENT PLAN TABLE OF CONTENTS 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 3 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. 4 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, 5 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. 6 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. 7 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. 8 (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. 9 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. 10 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 11 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. 12 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. EX-10.16 5 w46524ex10-16.txt 1997 INCENTIVE COMPENSATION PLAN 1 EXHIBIT 10.16 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) of the Internal Revenue Code of 1986, as amended (the "Code"). The Subcommittee shall comprise two or more members of the Committee, all of whom shall be "outside directors" as that term is used in Code Section 162(m). With respect to such persons subject to Code Section 162(m), the Subcommittee shall have all of the powers, rights, and duties granted to the Committee under this Plan and each reference to the "Committee" herein shall be deemed to be a reference to the "Subcommittee." 4. Awards. Awards may be made by the Committee in such amounts as it shall determine in cash, in common stock of the Company ("Common Stock"), in options to purchase Common Stock of the Corporation ("Stock Options"), or in shares of Common Stock subject to certain restrictions ("Restricted Stock"), or any combination thereof. Awards of Stock Options shall be limited to awards for such number of shares as shall be allocated for that purpose by the Board of Directors and approved by the shareholders. Page: 1 of 7 2 5. Code Section 162(m) Awards. Awards to persons covered by the deduction limitation of Code Section 162(m), as described by Code Section 162(m)(3), shall be subject to the following additional limitations: a. Adjustments. The Subcommittee shall have no discretion to increase an award of Stock Options and/or Restricted Stock once granted, except that adjustments are permitted under Sections 11 and 12 of this Plan to the extent permissible under regulations interpreting Code Section 162(m). b. Maximum Awards. Awards of Stock Options and/or Restricted Stock under the Plan shall be limited as follows: (1) Awards of Stock Options shall be limited to 500,000 shares awarded to any one individual for any calendar year and shall be issued at fair market value. (2) Awards of Restricted Stock shall be limited to 100,000 shares awarded to any one individual for any calendar year. Notwithstanding the foregoing, Restricted Stock granted under the Restricted Stock Performance Formula, described below, shall be limited to an initial grant of 100,000 shares, but shall be adjusted upwards or downwards in accordance with that formula. c. Performance Goals. The Subcommittee, in its sole discretion, shall establish performance goals applicable to awards of Restricted Stock in such a manner as shall permit payments with respect thereto to qualify as "performance-based compensation" as described in Code Section 162(m)(4)(C). Such awards shall be based on attainment of, over a specified period of individual performance, specified targets or other parameters relating to one or more of the following business criteria: market price of Common Stock, earnings per share, net profits, total shareholder return, return of shareholders' equity, cash flow, and cumulative return on net assets employed. In addition, awards of Restricted Stock may be based on the Restricted Stock Performance Formula, described below. 6. Restricted Stock Performance Formula. Awards of Restricted Stock may be granted pursuant to the formula described in this section, referred to herein as the "Restricted Stock Performance Formula." The Committee shall make an initial grant of shares of Restricted Stock (the "Initial Grant"). At the end of a specified performance period (determined by the Committee), the number of shares in the Initial Grant shall be increased or decreased based on the increase or decrease in the value of the Common Stock over the performance period. The increase or decrease described in the preceding paragraph shall be determined in the following manner: At the end of each performance period, the fair market value (as defined in Section 7 below) of the Common Stock is compared to the fair market value per share on the grant date. That difference is multiplied by the number of shares of Restricted Stock to be earned at the end of each performance period and the resulting product is divided by the fair market value at the end of the performance period. The number of shares of Common Stock so determined is added to (in the case of a higher fair market value) or subtracted from (in the case of a lower fair market value) the number of shares of Restricted Stock to be earned at that time. Once the number of Page: 2 of 7 3 shares of Restricted Stock has been adjusted, restrictions will continue to be imposed for a period of time. 7. Common Stock. In the case of awards in Common Stock, the number of shares shall be determined by dividing the amount of the award by the average between the highest and lowest quoted selling prices of the Company's Common Stock on the New York Stock Exchange on the date of the award. The average is referred to throughout this Plan as the "fair market value." 8. Dividend Equivalents and Interest. a. Dividends. If any award in Common Stock or Restricted Stock is to be paid on a deferred basis, the recipient may be entitled, on terms and conditions to be established, to receive a payment of, or credit equivalent to, any dividend payable with respect to the number of shares of Common Stock or Restricted Stock which, as of the record date for the dividend, has been awarded or made payable to the recipient but not delivered. b. Interest. If any award in cash is to be paid on a deferred basis, the recipient may be entitled, on terms and conditions to be established, to be paid interest on the unpaid amount. 9. Restricted Stock Awards. Restricted Stock represents awards made in Common Stock in which the shares granted may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated except upon passage of time, or upon satisfaction of other conditions, or both, in every case as provided by the Committee in its sole discretion. The recipient of an award of Restricted Stock shall be entitled to vote the shares awarded and to the payment of dividend equivalents on the shares from the date the award of shares is made; and, in addition, all Special Distributions (as defined in Section 11 hereof) thereon shall be credited to an account similar to the Account described in Section 11. The recipient of an award of Restricted Stock shall have a nonforfeitable interest in amounts credited to such account in proportion to the lapse of restrictions on the Restricted Stock to which such amounts relate. For example, when restrictions lapse on fifty percent (50%) of the Restricted Stock granted in an award, the holder of such Restricted Stock shall have a nonforfeitable interest in fifty percent (50%) of the amount credited to his account which is attributable to such Restricted Stock. The holder of Restricted Stock shall receive a payment in cash of any amount in his account as soon as practicable after the lapse of restrictions relating thereto. 10. Stock Option Awards. a. Available Shares. Shares available for awards of Stock Options under the Plan at the effective date of the restatement of the Plan shall be available for awards of Stock Options under the Plan. Shares available for awards of Stock Options may be authorized but unissued shares or may be treasury shares. If any option awarded under the Plan or any predecessor plan shall expire, terminate, or be canceled for any reason without having been exercised in full, the corresponding number of unpurchased shares which were reserved for issuance upon exercise thereof shall again be available for the purposes of the Plan. b. Type of Options. Options shall be in the form of incentive stock options, non-statutory stock options, or both, as the Committee may determine. The term "incentive stock option" means any option, or portion thereof, awarded under the Plan which meets the applicable requirements of Section 422 of the Internal Revenue Code, as it may be amended from time to time. The term Page: 3 of 7 4 "non-statutory stock option" means any option, or portion thereof, awarded under the Plan which does not qualify as an incentive stock option. c. Incentive Stock Option Limitation. For incentive stock options granted under the Plan, the aggregate fair market value (determined as of the date the option is awarded) of the number of whole shares with respect to which incentive stock options are exercisable for the first time by any employee during any calendar year under all plans of the Company shall not exceed $100,000. d. Purchase Price. The purchase price of the Common Stock under each option shall be determined by the Committee, but shall not be less than 100 percent of the fair market value of the Common Stock on the date of the award of the option. e. Terms and Conditions. The Committee shall, in its discretion, establish (i) the term of each option, which in the case of incentive stock options shall not be more than ten years, (ii) the terms and conditions upon which and the times when each option shall be exercised, and (iii) the terms and conditions under which options may be exercised after termination of employment for any reason for periods not to exceed three years after termination of employment but not beyond the term established above. f. Purchase by Cash or Stock. The purchase price of shares purchased upon the exercise of any stock option shall be paid (i) in full in cash, or (ii) in whole or in part (in combination with cash) in full shares of Common Stock owned by the optionee and valued at its fair market value on the date of exercise, all pursuant to procedures approved by the Committee. g. Transferability. Options shall not be transferable. During the lifetime of the person to whom an option has been awarded, it may be exercisable only by such person or one acting in his stead or in a representative capacity. Upon or after the death of the person to whom an option is awarded, an option may be exercised by the optionee's legatee or legatees under his last will, or by the option holder's personal representative or distributee's executive, administrator, or personal representative or designee in accordance with the terms of the option. 11. Adjustments for Special Distributions. The Committee shall have the authority to change all Stock Options granted under this Plan to adjust equitably the purchase price thereof to reflect a special distribution to shareholders or other extraordinary corporate action involving distributions or payments to shareholders (collectively referred to as "Special Distributions"). In the event of any Special Distribution, the Committee may, to the extent that it determines in its judgment that the adjustment of the purchase price of Stock Options does not fully reflect such Special Distribution, increase the number of shares of Common Stock covered by such Stock Options or cause to be created a Special Distribution account (the "Account") in the name of each individual to whom Stock Options have been granted hereunder (sometimes herein referred to as a "Grantee") to which shall be credited an amount determined by the Committee, or, in the case of non-cash Special Distributions, make appropriate comparable adjustments for or payments to or for the benefit of the Grantee. Amounts credited to the Account in accordance with the preceding rules shall be credited with interest, accrued monthly, at an annual rate equal to the higher of Moody's Corporate Bond Yield Average or the prime rate in effect from time to time, and such interest shall be credited in accordance with rules to be established by the Committee. Notwithstanding the foregoing, at no time Page: 4 of 7 5 shall the Committee permit the amount credited to the Grantee's Account to exceed ninety percent (90%) of the purchase price of the Grantee's outstanding Stock Options to which such amount relates. To the extent that any credit would cause the Account to exceed that limitation, such excess shall be distributed to the Grantee in cash. Amounts credited to the Grantee's Account shall be paid to the Grantee or, if the Grantee is deceased, his or her beneficiary at the time that the options to which it relates are exercised or expire, whichever occurs first. The Account shall for all purposes be deemed to be an unfunded promise to pay money in the future in certain specified circumstances. As to amounts credited to the Account, a Grantee shall have no rights greater than the rights of a general unsecured creditor of the Company, and amounts credited to the Grantee's Account shall not be assignable or transferable other than by will or the laws of descent and distribution, and such amounts shall not be subject to the claims of the Grantee's creditors. 12. Adjustments and Reorganizations. The Committee may make such adjustments to awards granted under the Plan (including the terms, exercise price, and otherwise) as it deems appropriate in the event of changes that impact the Company, the Company's share price, or share status. In the event of any merger, reorganization, consolidation, change of control, recapitalization, separation, liquidation, stock dividend, stock split, extraordinary dividend, spin-off, split-up, rights offering, share combination, or other change in the corporate structure of the Company affecting the Common Stock, the number and kind of shares that may be delivered under the Plan shall be subject to such equitable adjustment as the Committee, in its sole discretion, may deem appropriate. The determination of the Committee on these matters shall be final and conclusive and binding on the Company and all participants. In the preceding paragraph, "change of control" means any of the following events: a. An acquisition (other than directly from the Company) of any voting securities of the Company by any person who previously was the beneficial owner of less than ten percent of the combined voting power of the Company's outstanding voting securities and who immediately after such acquisition is the beneficial owner of 30 percent or more of the combined voting power of the Company's then outstanding voting securities; provided that, in determining whether a change of 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 subsidiary of the Company, (ii) the Company or any subsidiary of the Company, or (iii) any person in connection with a Non-Control Transaction (as hereinafter defined), will not constitute an acquisition which results in a change of control; b. Approval by stockholders of the Company of: (1) a merger, consolidation, or reorganization involving the Company, unless: (A) 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 51 percent of the combined voting power of the outstanding voting securities of the Page: 5 of 7 6 corporation resulting from such merger, consolidation, or reorganization (the "Surviving Company") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such merger, consolidation, or reorganization; and (B) 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 Company; and (C) 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, the Surviving Company, any subsidiary of the Surviving Company, or any person who, immediately prior to such merger, consolidation, or reorganization, was the beneficial owner of 20 percent or more of the then outstanding voting securities of the Company) is the beneficial owner of 20 percent or more of the combined voting power of the Surviving Company's then outstanding voting securities; (D) a transaction described in clauses (A) through (C) above is referred to herein as a "Non-Control Transaction;" (2) the complete liquidation or dissolution of the Company; or (3) an agreement for sale or other disposition of all or substantially all of the assets of the Company to any person (other than a transfer to a subsidiary of the Company). c. Notwithstanding the foregoing, a change of control will not be deemed to occur solely because any person (a "Subject Person") 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 of 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 of control will be deemed to have occurred. 13. Tax Withholding. The Company shall have the right to (i) make deductions from any settlement of an award under the Plan, including the delivery or vesting of shares, or require shares or cash or both be withheld from any award, in each case in an amount sufficient to satisfy withholding of any federal, state, or local taxes required by law, or (ii) take such other action as may be necessary or appropriate to satisfy any such withholding obligations. The Committee may determine the manner in which such tax withholding may be satisfied, and may permit shares of Common Stock (rounded up to the next whole number) to be used to satisfy required tax withholding based on the fair market value of any such shares of Common Stock, as of the appropriate time of each award. Page: 6 of 7 7 14. Expenses. The expenses of administering the Plan shall be borne by the Company. 15. Amendments. The Board of Directors of the Company shall have complete power and authority to amend the Plan, provided that the Board of Directors shall not, without shareholder approval, adopt any amendment which would (a) increase the number of shares for which options may be awarded under the Plan, (b) modify the class of employees eligible to receive awards, (c) extend the period during which incentive stock options may be awarded, or (d) materially increase the benefits of employees receiving awards under the Plan. No amendment to the Plan may, without the consent of the individual to whom the award shall theretofore have been awarded, adversely affect the rights of an individual under the award. 16. Effective Date of the Plan. The Plan shall become effective on its adoption by the Board of Directors of the Company on February 5, 1997, subject to approval at the 1997 Annual Meeting of Shareholders. 17. Termination. The Board of Directors of the Company may terminate the Plan or any part thereof at any time, provided that no termination may, without the consent of the individual to whom any award shall theretofore have been made, adversely affect the rights of an individual under the award. 18. Other Actions. Nothing contained in the Plan shall be deemed to preclude other compensation plans which may be in effect from time to time or be construed to limit the authority of the Company to exercise its corporate rights and powers, including, but not by way of limitation, the right of the Company (a) to award options for proper corporate purposes otherwise than under the Plan to an employee or other person, firm, corporation, or association, or (b) to award options to, or assume the option of, any person in connection with the acquisition, by purchase, lease, merger, consolidation, or otherwise, of the business and assets (in whole or in part) of any person, firm, corporation, or association. Page: 7 of 7 EX-13 6 w46524ex13.htm 2000 ANNUAL REPORT

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

(Dollars in millions, except per share amounts)

FORWARD-LOOKING STATEMENTS

Management’s Discussion and Analysis of the Results of Operations and Financial Condition contains forward-looking statements, which are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates,” variations of these words and similar expressions are intended to identify forward-looking statements which include but are not limited to projections of revenues, earnings, segment performance, cash flows, contract awards, aircraft production, deliveries and backlog stability. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors, including, without limitation: the company’s successful execution of internal performance plans; changing priorities or reductions in the U.S. government defense budget; termination of government contracts due to unilateral government action; changing customer demand or preferences for business aircraft; changes from the company’s expectations with respect to its customers’ exercise of business aircraft options; performance issues with key suppliers and subcontractors; the status or outcome of legal and/or regulatory proceedings; the status or outcome of labor negotiations; and the timing and occurence (or non-occurence) of circumstances beyond the company’s control.

The company’s primary businesses focus on shipbuilding and marine systems, business aviation, information systems, and land and amphibious combat systems. Each of these businesses involves design, manufacturing and program management expertise, advanced technology, and integration of complex systems. The primary customers for the company’s businesses are the United States military, the armed forces of allied nations, other government organizations and a diverse base of corporate and industrial buyers.

      The company’s defense businesses provide the preponderance of its U.S. government sales. After stabilizing in 1997, U.S. defense procurement has increased from $45 billion in 1998 to $60 billion in the fiscal year 2001 budget —its highest point in eight years. The company’s major defense platform programs are well-funded and are characterized by stable, long-term initiatives with highly likely follow-on work. These major programs represent approximately 86 percent of the company’s defense backlog at December 31, 2000.

GENERAL DYNAMICS 2000 ANNUAL REPORT 17

      The company’s business aviation segment experienced its strongest year in 2000 with orders for 82 new aircraft. In 2000, the segment’s backlog under firm contracts reached 87 aircraft, up from 80 at year-end 1999.

      The company has grown its business through both internal and external means, including profitable organic growth from major operating units; continuous process improvements in operations; and disciplined capital deployment, including internal investment and acquisitions. Including the January 2001 acquisition of Primex Technologies, renamed General Dynamics Ordnance and Tactical Systems, the company has made 18 acquisitions since January 1, 1996, for a total consideration of approximately $8,100, of which $3,300 was in cash. These acquisitions have strengthened the company’s core operations, further improved its capabilities regarding systems integration and data management for its defense platforms, broadened its product mix and extended its reach technologically. As a result of these acquisitions, the company has substantially increased its addressable markets.

      In all of its acquisitions, the company applies its broad expertise in creating efficient manufacturing operations to enhance further financial performance and competitive market positions. In identifying acquisitions, management primarily focuses on defense, aggressively pursues targets directly related to core businesses and opportunistically considers acquisitions related to core competencies. The company’s core competencies are: the computerized design and production of complex products involving advanced electro-mechanical, electronic and aerospace systems; the integration of information and technology systems, including secured communications, data processing and data management systems; the marketing of advanced products and systems to domestic and international customers, including government agencies; and the production and assembly of high precision products.

18 GENERAL DYNAMICS 2000 ANNUAL REPORT

BUSINESS GROUPS

The company operates in four primary business groups: Marine Systems, Aerospace, Information Systems and Technology, and Combat Systems. The company also owns certain commercial operations, which are identified for reporting purposes as Other.

      Marine Systems is the U.S. Navy’s leading supplier of combat vessels, including nuclear submarines, surface combatants and auxiliary ships. It has the broadest range of integration, design, engineering and production skills in naval shipbuilding. It also supplies niche commercial shipbuilding markets. The group also manages 23 ready-reserve, fast sealift and prepositioning ships for the U.S. government.

      Aerospace was the result of the acquisition of Gulfstream Aerospace on July 30, 1999. It is the leading designer, developer, manufacturer and marketer of technologically advanced intercontinental business jet aircraft. Gulfstream has produced approximately 1,230 aircraft for customers around the world and offers a range of aircraft products and services, including the Gulfstream IV-SP, the Gulfstream V and the newly announced Gulfstream V-SP.

      The Information Systems and Technology group provides defense and commercial customers with infrastructure and systems integration skills required to process, communicate and manage information effectively. The group has market-leading positions in the design, deployment and maintenance of wireline and wireless voice and data networks; command, control and communications systems; telecommunications system security; encryption; fiber optics; intelligence systems; computing hardware; and lifecycle management and support.

      Combat Systems is a leading supplier of land and amphibious combat system development, production and support. Its product line includes a full spectrum of armored vehicles, suspensions, engines, transmissions, medium caliber guns, ammunition handling systems, turrets and turret drive systems, reactive armor and ordnance. The acquisition of Primex Technologies in January 2001 enhances the company’s position in munitions and broadens its technology base.

      The company’s Other businesses consist of a coal mining operation, Freeman Energy, an aggregates operation, Material Service, and a leasing operation for liquefied natural gas tankers.

      The following review of the results of operations and financial condition of the company should be read in conjunction with the Consolidated Financial Statements and related Notes contained herein.

BACKLOG DESCRIPTION

Defense Businesses

      Total backlog represents the estimated remaining sales value of work to be performed under firm contracts. Funded backlog for government programs represents the portion of total backlog that has been appropriated by Congress and funded by the procuring agency.

Aerospace

      Aircraft backlog under firm contracts represents orders for which the company has entered into a definitive purchase contract with no material contingencies and has received a significant non-refundable deposit from the customer. Total aircraft backlog includes options, which consist of agreements with two unaffiliated customers who purchase aircraft for use in their respective fractional ownership programs and an agreement with Gulfstream GATX Leasing Company, LLC (a subsidiary of GATX Capital). Gulfstream GATX Leasing Company purchases aircraft from the company and then offers the aircraft for lease, generally under short-term operating leases. Gulfstream has a 15 percent ownership interest in Gulfstream GATX Leasing Company. Total backlog also includes agreements to provide future aircraft maintenance and support services.

GENERAL DYNAMICS 2000 ANNUAL REPORT 19

MARINE SYSTEMS

Marine Systems’ backlog is characterized primarily by long-term production programs, with deliveries scheduled through 2008 and likely follow-on work through the end of the decade.

Nuclear Submarines

Year-end 2000 backlog consists of contracts with the U.S. Navy for the construction of the first four ships of the Virginia-class submarine, the third of three Seawolf-class attack submarines, and contracts for submarine logistics support services on delivered ships and Virginia-class design services.

      The Navy awarded a $4,200 contract to the company for the first four ships of the Virginia-class submarine in September 1998. The company is scheduled to deliver the lead ship of the class in 2004. The fourth ship is scheduled for delivery in 2008. Construction work will be shared equally between the company as prime contractor and Newport News Shipbuilding Inc. (Newport News) as subcontractor, in accordance with the terms of the Team Agreement entered into in February 1997 between the company and Newport News. Current Department of Defense plans call for 30 ships in the Virginia-class submarine program.

      The Navy awarded an $887 modification contract to the company for the third and final Seawolf in December 1999. The modification extends the company’s delivery date of the final boat to 2004.

Surface Combatants

Year-end 2000 backlog consists of contracts with the U.S. Navy for the construction of nine Arleigh Burke class destroyers (DDG 51) and one amphibious assault ship (LPD 19), and a contract for the second phase of design and development work for the next generation surface combatant (DD 21).

      The Navy awarded a multiyear contract to the company for the construction of six additional DDG 51s for $2,100 in March 1998. This award extends the company’s deliveries to 2006.

      The company was awarded a $435 construction contract for the third ship, LPD 19, of the Navy’s new class of amphibious assault ships (LPD 17) in February 2000. The company is a member of a three-contractor team that was awarded a cost reimbursable contract to design and build the LPD 17 class of ships. The Navy anticipates this to be a 12-ship program, and the company has agreed with its partners that it will construct a total of four ships. Congressional funding has been approved for the design and construction of the first four ships.

      The Navy has awarded contracts to date totaling $307 to the DD 21 Shipbuilder Alliance, composed of the company and Ingalls Shipbuilding, a division of Litton Industries, Inc., for the first two phases of design and development work for the DD 21 class of ships. The company serves as the Alliance’s prime contractor for these design phases and leads one of the Alliance’s two competing design teams. Based on the Navy’s plans,

20 GENERAL DYNAMICS 2000 ANNUAL REPORT

the development, design and construction of the DD 21 is estimated at $25 billion and includes the construction of 32 ships over 25 years, beginning in 2005. At present, it is the Navy’s plan to split ship production evenly between the company and the other shipbuilder.

Auxiliary and Commercial Ships

Other major awards in year-end backlog include contracts with the U.S. Navy for the construction of three strategic sealift ships, contracts with commercial customers for the construction of two cargo ships and three double-hull crude oil tankers, and repair contracts for naval vessels.

      When the company acquired NASSCO in 1998, the opening backlog included a contract for the construction of five of the initial seven sealift-ship award. In February 2000, the Navy awarded a $230 contract to the company for the construction of an eighth sealift ship. As of December 31, 2000, the company has delivered five of these ships. Delivery of the remaining three ships extends to 2002.

      The company was awarded a $630 contract from British Petroleum in September 2000 for the construction of three double-hull tankers for the carriage of crude oil, with options for three additional vessels. Construction of the first ship will begin in 2002, with delivery scheduled for late 2003. Subsequent deliveries are scheduled for late 2004 and 2005.

      Totem Ocean Trailer Express, Inc. (TOTE) awarded a contract for approximately $300 in December 1999 to the company to build two roll-on, roll-off ships for TOTE’s cargo steamship service from Tacoma, Washington, to Anchorage, Alaska. Deliveries are scheduled for 2002.

Results of Operations and Outlook

Year Ended December 31	2000			1999			1998
Net Sales	$	3,413		$	3,088		$	2,529
Operating Earnings		324			328			276
Operating Margin		9.5	%		10.6	%		10.9	%

Net sales increased $325 in 2000 due primarily to increased work on the Virginia-class submarine, DD 21 design and ship repair. This increase was partially offset by lower volume on the DDG 51 program resulting from a 55-day work stoppage at the company’s Bath Iron Works shipyard late in the year. Operating earnings remained essentially flat for 2000 due to the impact of lower margin DD 21 design, repair work, and the 55-day work stoppage at Bath Iron Works.

      Net sales increased $559 in 1999 due primarily to the acquisition of NASSCO in late 1998 and to increased work on the Virginia-class submarine, partially offset by decreased volume on the Seawolf submarine. Operating earnings increased $52 in 1999 due to NASSCO’s results being included for a full year in 1999 and to cost efficiencies on major platform production programs. Operating results of NASSCO have been included with those of the company from the acquisition closing date, November 10, 1998. For a discussion of the accounting for this transaction and related information, see Note B to the Consolidated Financial Statements.

      Due to increasing volume on start-up programs, including the Virginia-class, DD 21 and commercial contracts, Marine Systems operating margins are expected to decline modestly in 2001.

GENERAL DYNAMICS 2000 ANNUAL REPORT 21

AEROSPACE

Group Overview

Gulfstream designs, develops, manufactures and markets large-cabin, long range and ultra-long range business jets. The Gulfstream IV-SP aircraft has approximately 55 percent market share (2000 deliveries) of the long range, large-cabin market where it competes with the Dassault Falcon 900EX. The Gulfstream V was the first to market in the ultra-long range business aircraft segment and competes primarily with the Bombardier Global Express. Since its introduction, the Gulfstream V has reached over 60 percent market share in this highly competitive market. In late 2000, Gulfstream announced the launch of its next generation aircraft, the Gulfstream V-SP. Certification is expected in 2002 with customer deliveries beginning in 2003. This successful launch resulted in a total of 30 Gulfstream V-SP firm contracts by year-end, 17 of which were through the conversion and exercise by Executive Jet International, an unaffiliated customer, of Gulfstream V options. The Gulfstream V-SP aircraft will further enhance Gulfstream’s leadership in the large-cabin, ultra-long range business aircraft market. The aircraft will offer greater range, the largest cabin area in this class, additional baggage volume, a greater weight allowance and the most advanced avionics suite in the industry.

In the year 2000, Gulfstream received 82 new orders —the strongest year in its history. Gulfstream’s year 2000 orders exceeded the previous high in 1998 when new aircraft orders reached 79. Orders for 2000 include Executive Jet International’s exercise of its option agreement, converting 17 of its previous Gulfstream V options to firm contracts for Gulfstream V-SPs. New aircraft contracts are segmented between the manufacture of green aircraft (i.e., before exterior painting and installation of customer-selected interiors and optional avionics) and its completion.

      Including options, total green aircraft in backlog was 105, 117 and 135 at December 31, 2000, 1999 and 1998, respectively. There were an additional 47, 46 and 49 aircraft in the completions phase at December 31, 2000, 1999 and 1998, respectively. Total backlog also included agreements for aircraft maintenance and support services of $512, $150 and $156 at December 31, 2000, 1999 and 1998, respectively.

      Through year-end 2000, the company contracted to deliver 76 aircraft plus options for an additional five aircraft to Executive Jet International for

22 GENERAL DYNAMICS 2000 ANNUAL REPORT

use in its fractional ownership program. As of December 31, 2000, 43 green aircraft remain in backlog, with deliveries expected through 2008.

Results of Operations and Outlook

Year Ended December 31	2000			1999			1998
Net Sales	$	3,029		$	2,909		$	2,428
Operating Earnings		592			482			373
Operating Margin		19.5	%		16.6	%		15.4	%

Sales of green aircraft are recorded when the aircraft is delivered to and accepted by the customer. Completion revenues are recorded when the customer accepts delivery of the outfitted aircraft. Aircraft deliveries can vary significantly from period to period depending upon the timing of contract execution and final customer acceptance.

      Net sales increased $120 in 2000 on essentially the same number of aircraft deliveries as in 1999 due primarily to the mix in new aircraft delivered. Operating earnings increased $110 in 2000 principally due to favorable cost performance achieved through cycle time reduction and lean manufacturing initiatives in new aircraft production and completions.

      Net sales increased $481 in 1999 due primarily to an increase in green aircraft deliveries to 70 in 1999 from 61 in 1998. In addition, 1999 completion deliveries increased by 21, a 39 percent growth rate over 1998 deliveries. Operating earnings increased $109 in 1999 principally due to the increase in net sales coupled with favorable cost performance achieved through cycle time reduction and lean manufacturing initiatives in new aircraft production and completions.

      On February 15, 2001, Gulfstream sold its engine overhaul business and purchased airframe service and maintenance operations located in Florida, Minnesota, Nevada and Texas. The new service and maintenance operations will be known as General Dynamics Aviation Services. The creation of this entity will enhance the company’s ability to market more broadly its product and services to non-Gulfstream owners and operators.

      The company expects full-year 2001 operating margins to exceed those reported in 2000. During 2001, Gulfstream plans to focus on specific process improvement and cost reduction goals, meeting new product development milestones, enhancing customer support services, and growing aircraft services.

INFORMATION SYSTEMS AND TECHNOLOGY

Group Overview

Through a series of business acquisitions since the fall of 1997, the company has formed a group of complementary technology businesses, which serve all U.S. military services, government agencies, international military services and commercial customers. The group provides the company with broad capabilities in communications, electronics, systems integration and information

GENERAL DYNAMICS 2000 ANNUAL REPORT 23

management; extends the company’s presence geographically; augments the company’s platform businesses; and strengthens the company’s position as a full-scale information technology provider. Networking, communications, and telecommunication infrastructure and services continue to be the group’s largest categories of products and services, contributing to its status as the Department of Defense’s largest telecommunication systems contractor.

      Management believes this group enhances the company’s competitiveness in land, surface, subsurface and airborne platforms. The collective expertise in systems design and in key platform subsystems allows the company’s other business groups to expand their product offerings while maintaining a prime system integration role.

The company’s Information Systems and Technology backlog at year-end 2000 remains consistent with the group’s 1999 year-end balance. The group’s 1999 year-end backlog more than doubled as compared to 1998 due to the September 1, 1999 acquisition of Government Systems Corporation, formerly part of GTE Corporation. General Dynamics Government Systems Corporation consists of Worldwide Telecommunication Systems, Electronic Systems and Communication Systems.

Results of Operations and Outlook

Year Ended December 31	2000			1999			1998
Net Sales	$	2,388		$	1,422		$	933
Operating Earnings		221			127			69
Operating Margin		9.3	%		8.9	%		7.4	%

Net sales increased $966 and operating earnings increased $94 in 2000 due primarily to the acquisition of Government Systems Corporation. Net sales increased $489 and operating earnings increased $58 in 1999 also due primarily to this acquisition. Annualized pro forma 1999 sales for the three businesses approximated $1,300. Operating results have been included with those of the company from the acquisition closing date, September 1, 1999. For a discussion of the accounting for this acquisition and related information, see Note B to the Consolidated Financial Statements.

      The company continues to pursue opportunities to improve operating margins through reengineering and efforts to capitalize on synergies that exist across the company’s business groups. The Information Systems and Technology group expects to continue to capitalize on the broad demand for information management systems and infrastructure among traditional defense and commercial customers alike.

24 GENERAL DYNAMICS 2000 ANNUAL REPORT

COMBAT SYSTEMS

The Combat Systems group is poised for significant growth in 2001 as a result of several major awards made in 2000 and recent acquisitions.

      In November 2000, the U.S. Army awarded a six-year requirements contract to GM GDLS Defense Group, a joint venture between the company and General Motors Canada Ltd., to equip its Brigade Combat Teams with an eight-wheeled armored vehicle. The award is currently under protest by a competitor; resolution is expected by the end of March 2001. The total estimated value of this contract is $4,000 for 2,131 vehicles. Year-end 2000 backlog includes approximately $300 for research, development, test, evaluation and production of 366 vehicles. Delivery of the vehicles is anticipated to begin 10 months after contract go-ahead.

      Other major awards represent additional orders on existing programs. The company received orders in 2000 totaling approximately $160 and in January 2001 received an additional $165 order for the production of Hydra 70 rockets, motors and warheads for the U.S. Army, Air Force and Navy. These orders are part of a five-year sole source contract awarded to the company in June 1999. The maximum potential contract value on the Hydra 70 program is $1,200 over the five-year period. The company also received orders in 2000 from the U.S. Army for the production of additional Wolverine Heavy Assault Bridge vehicles, increasing the total number of these vehicles in backlog to 15. This contract has a long-term potential for delivery of 162 vehicles through 2006, with a total contract value of approximately $570.

      In late January 2001, the company completed the acquisition of Primex Technologies, renamed General Dynamics Ordnance and Tactical Systems, adding approximately $800 to the Combat Systems group backlog. Ordnance and Tactical Systems will be included in the company’s results of operations beginning January 26, 2001, and is anticipated to add approximately $500 in revenues for the year. The acquisition of Ordnance and Tactical Systems will strengthen the company’s market position in large and medium caliber munitions, as well as provide entrance into the high growth areas of missile and precision-guided munitions through existing subcontract relationships. The acquisition of Saco Defense Corporation in June 2000 added approximately $100 to backlog and strengthened the company’s position in the medium caliber gun systems.

      Year-end 2000 backlog also includes the remaining 72 M1 Abrams tanks to be upgraded to the M1A2 SEP (Systems Enhancement Package) version, awarded in 1996 as part of the $1,300 contract to upgrade 580 M1 Abrams tanks to the M1A2 or M1A2 SEP configurations. The company expects a decision in early 2001 with respect to a follow-on multiyear contract for approximately $740 to upgrade approximately 300 additional M1 Abrams tanks to the M1A2 SEP version.

      The company is scheduled to complete its three-year contract for the design, development and construction of three Advanced Amphibious Assault Vehicle prototypes in September 2001. The Marine Corps plans to acquire more than 1,000 vehicles within the next 10 years. The production program, including anticipated international sales, is valued at more than $5,000.

GENERAL DYNAMICS 2000 ANNUAL REPORT 25

      Other contracts in year-end 2000 backlog include 100 M1A1 Abrams tank hardware kits for the Egyptian tank co-production program, and a program to upgrade Fox Nuclear, Biological, Chemical Reconnaissance System vehicles. Other mature programs in year-end backlog include several major components of the Bradley combat vehicle and its derivatives, medium caliber gun systems and ordnance products.

Results of Operations and Outlook

Year Ended December 31	2000			1999			1998
Net Sales	$	1,273		$	1,290		$	1,272
Operating Earnings		156			155			166
Operating Margin		12.3	%		12.0	%		13.1	%

Net sales and operating earnings in 2000 remained essentially flat as compared to 1999. Net sales in 1999 remained consistent with 1998 as the volume lost from the final production of the Single Channel Ground and Airborne Radio System was replaced with increased work on other programs. Operating earnings decreased $11 primarily due to the product maturity mix in 1999 as compared to the prior year.

      The company expects Combat Systems full-year 2001 revenues and operating earnings to increase significantly, primarily as a result of the transition of Primex Technologies’ munitions work into the group. The company will seek improvements in operating margins in the Combat Systems group through efforts to reduce costs and improve operating efficiencies in the consolidation of new acquisitions.

OTHER

Results of Operations

Year Ended December 31	2000		1999		1998
Net Sales	$	253	$	250	$	236
Operating Earnings		36		111		34

In 2000, operating earnings returned to 1998 levels with slightly higher sales. In 1999, operating earnings increased $77 due primarily to several non-recurring events. In connection with the acquisition of Gulfstream, the company merged its commercial pension plans. As a result of the merger of these plans, the company recognized previously deferred gains on its commercial pension plan, totaling $126 (before-tax). Additionally, management decided not to make additional investments in its undeveloped high sulfur coal reserves and revalued these coal reserves and related assets, resulting in a non-cash charge to earnings of approximately $61 (before-tax).

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

After-tax cash flow from business operations, net of capital expenditures, totaled $917 for the year 2000. The company ended the year with a cash balance of $177, net debt of $325, an improved debt-to-capital ratio of 12 percent from 1999’s ratio of 24 percent, and the financial capacity for additional long-term borrowings. The company expects to continue to generate funds from operations in excess of its short- and long-term liquidity needs. With adequate funds on hand and the capacity for additional long-term borrowings, management believes it has the financial capability to execute its operating and financial strategy.

26 GENERAL DYNAMICS 2000 ANNUAL REPORT

      The company’s major operating, investing and financing activities for the three years in the period ended December 31, 2000 as classified on the Consolidated Statement of Cash Flows follows.

Cash Provided by Operating Activities

Net cash provided by operating activities was $1,071, $1,016 and $559 in 2000, 1999 and 1998, respectively. The increase in 2000 over 1999 from business units is primarily attributable to the increase in cash generated by Gulfstream’s operations, resulting from favorable order activity and timing of aircraft payments. Also, the results of Worldwide Telecommunication Systems, Electronic Systems and Communication Systems have been included for a full year as compared to only four months in 1999. In addition to 1999 results including the previous three-noted businesses for four months, the results included NASSCO for a full year as compared to only one month in 1998. The company expects to continue to invest modestly in working capital during 2001 as it supports the growth in its business operations.

      Income Taxes. During 2000 and 1999, General Dynamics settled outstanding tax issues with the U.S. Internal Revenue Service (IRS), including its refund claims for research and experimentation tax credits, for the tax years 1990 through 1993 and 1986 through 1989, respectively. The company received cash refunds, including before-tax interest, from the IRS related to these settlements of $43 and $334 in 2000 and 1999, respectively.

      Income tax payments were $281, $303 and $108 in 2000, 1999 and 1998, respectively, and include federal, international, and state taxes for commercial operations. Income tax payments for 1999 include approximately $60 related to federal income tax on the interest component of the 1999 tax refund previously discussed.

      Interest Expense. Cash paid for interest was $78, $52 and $47 in 2000, 1999 and 1998, respectively.

      Termination of A-12 Program. As discussed further in Note P to the Consolidated Financial Statements, litigation on the A-12 program termination has been in progress since 1991. Management does not anticipate that this litigation will be settled in the near term. However, in the unlikely event the company is ultimately found to have been in default on the contract, management believes the company would be able to repay the unliquidated progress payments of approximately $675, plus interest. The company expects to continue to generate funds from operations in the interim, has the capacity for additional long-term borrowings above its current unused lines of credit and could raise capital in the equity markets, if necessary.

      Other. Other operating cash expenditures include $14, $11 and $18 in 2000, 1999 and 1998, respectively, related to retained obligations on disposed businesses.

Cash Used for Investing Activities

Business Acquisitions. On January 26, 2001, the company completed the acquisition of Primex Technologies, Inc. for $334 in cash, representing $32.10 per share of Primex’s outstanding stock. The company also assumed $204 of Primex’s debt, $149 of which was discharged at the time of the acquisition. The company financed the purchase through the issuance of commercial paper.

      The company acquired several businesses during 2000 in the Information Systems and Technology and Combat Systems groups, totaling approximately $75. These acquisitions were funded primarily from available funds.

      On September 1, 1999, the company completed the acquisition of Worldwide Telecommunication Systems, Electronic Systems and Communication Systems for $1,010 in cash. The company financed the purchase through the issuance of commercial paper.

      On November 10, 1998, the company acquired control of NASSCO Holdings Incorporated, which included its subsidiary National Steel and Shipbuilding Company, for $369 in cash plus the obligation to discharge $46 in debt. The company paid $318 of the total consideration and repaid the $46 obligation in cash during November 1998 and paid the remaining fixed purchase consideration of $51 during May 1999.

GENERAL DYNAMICS 2000 ANNUAL REPORT 27

      Including Gulfstream’s acquisition of K-C Aviation, the company acquired three additional businesses in 1998, whose purchase prices totaled approximately $270.

      The company liquidated substantially all of its available-for-sale securities in order to make the 1998 acquisitions. The K-C Aviation acquisition was funded primarily from available funds and a portion from Gulfstream’s revolving credit facility.

      For further discussion of the above-noted acquisitions, see Note B to the Consolidated Financial Statements.

      Capital Expenditures. The company expects to complete construction on a facility modernization project at its Bath Iron Works shipyard in 2001. The company anticipates investing approximately $240, of which $105 was expended during 2000 and $115 expended through 1999.

      Sale of Real Estate Held for Development. The company retained several properties in southern California following the sale of certain of its operations in 1993 and 1994. Development work began in 1994 on certain of these properties in order to maximize the value the company receives from their sale. These properties, totaling approximately $60, are included in other noncurrent assets on the Consolidated Balance Sheet. In 1998, the company completed the sale of a 232-acre site in the Kearny Mesa section of San Diego for approximately $80 in cash.

Cash Used for Financing Activities

Debt Repayments, Net. The company repaid approximately $508 of its commercial paper obligation and approximately $360 of Gulfstream’s debt instruments during 2000 and 1999, respectively. As of February 28, 2001, the company had approximately $1,100 commercial paper outstanding at an average yield of approximately 5.5 percent with an average term of 59 days. The company expects to reissue commercial paper as it matures, and has the option to extend the term up to 270 days.

      In connection with the company’s acquisition of Information Systems, Computing Devices Canada and U.K., the company borrowed in Canadian dollars the U.S. equivalent of $220. The company repaid $70 of this note during 1998 and refinanced the balance in September 1998 under a 10-year arrangement with a fixed U.S. dollar amount due at maturity of $150.

      The company exercised its option to call for the early redemption of all of its outstanding 9.95 percent Debentures on April 1, 1998, for a total of approximately $40.

      The company has available a $1,000 committed line of credit expiring in May 2002 and an available $400 committed line of credit expiring in December 2002, both of which back the company’s commercial paper program. These credit facilities contain minimum net worth requirements.

      Share Repurchases. On March 7, 2000, the company’s board of directors authorized management to repurchase in the open market up to 10 million shares of the company’s issued and outstanding common stock. During the year, the company repurchased approximately 4,100,000 shares of its common stock on the open market for a total of $208.

      In June 1999, the company’s and Gulfstream’s board of directors rescinded management’s authority to repurchase shares of their common stock on the open market. During 1999, Gulfstream repurchased approximately 1,300,000 shares of its stock on the open market for a total of $58. During 1998, the company and Gulfstream repurchased approximately 600,000 and 5,500,000 shares, respectively, of their stock on the open market for a total of $28 and $198, respectively.

      Dividends. On March 7, 2001, the company’s board of directors declared an increased regular quarterly dividend of $.28 per share. The company previously increased the quarterly dividend to $.26 per share in March 2000, to $.24 per share in March 1999 and to $.22 per share in March 1998.

28 GENERAL DYNAMICS 2000 ANNUAL REPORT

ADDITIONAL FINANCIAL INFORMATION

General and Administrative Expenses. General and administrative expenses increased during 2000 and 1999 due primarily to the acquisition of new businesses. As a percentage of net sales, general and administrative expenses have remained consistent for the three-year period ended in 2000.

      Interest Expense, Net. Interest expense was $72 in 2000, up from $53 in 1999, due primarily to a higher average balance of outstanding commercial paper throughout the year. Interest expense for 1999 was up from 1998 expense of $40 as a result of increased debt associated with the company’s commercial paper program, partially offset by a reduction in interest related to Gulfstream’s debt facilities. Interest income was $12 in 2000, down from $19 in 1999 and $23 in 1998 due primarily to a decline in the average cash balances resulting from the use of $1,600 for business acquisitions, net of cash acquired, during the three-year period ended in 2000.

      Other (Expense) Income, Net. In connection with the acquisition of Gulfstream in 1999, the company recorded a charge to earnings of $36 (before-tax) for related costs, consisting of investment banking, legal, bank fees, accounting, printing and regulatory filing fees. Additionally, in connection with the repayment of certain of Gulfstream’s debt instruments immediately following the acquisition, the company recorded a one-time non-cash charge of $7 (before-tax) for the unamortized debt costs associated with these instruments.

      Provision for Income Taxes. During the third quarter of 2000, General Dynamics and the IRS settled outstanding tax issues, including its remaining refund claim for research and experimentation tax credits for the years 1990 through 1993. The company recognized a benefit of $90, or $.45 per diluted share, as a result of this settlement. During the first quarter of 1999, General Dynamics and the IRS settled outstanding tax issues, including refund claims for research and experimentation tax credits for the years 1981 through 1989 for approximately $334 (including before-tax interest). The company recognized a benefit of $165 (net of amounts previously recorded in 1991 and 1992), or $.82 per diluted share, as a result of this settlement. For further discussion of this and other tax matters, as well as a discussion of the net deferred tax asset, see Note D to the Consolidated Financial Statements.

      Market Risk. The aggregate fair value of the company’s financial instruments approximates the carrying value at December 31, 2000. During late 1998, Computing Devices Canada refinanced $150 of its debt with privately-placed senior notes maturing in 2008. Concurrently, Computing Devices Canada entered into a currency swap, which fixed in U.S. dollars the principal of $150 and annual interest at 6.32 percent. At December 31, 2000, the fair value of the debt is $146, and the fair value of the currency swap would result in an insignificant gain.

      The company’s investment securities carry fixed rates of interest over their respective maturity terms. The company does not use derivatives to alter the interest characteristics of these instruments.

      The company’s international operations attempt to minimize the effects of currency risk by borrowing externally in the local currency and by hedging their limited purchases made in foreign currencies when practical. The company is exposed to the effects of foreign currency fluctuations on the U.S. dollar value of earnings from these operations. As a matter of policy, the company does not engage in currency speculation. The company does not expect the impact of foreign currency fluctuations to be material to the company’s results of operations or financial condition.

      New Accounting Standard. The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities” in June 1998. SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income based on the guidelines stipulated in SFAS 133. The company is required to adopt the provisions of the standard during the first quarter of 2001. Due to the company’s limited use of derivative instruments, the adoption of the standard is not expected to have a material impact on the company’s results of operations or financial condition.

GENERAL DYNAMICS 2000 ANNUAL REPORT 29

CONSOLIDATED STATEMENT OF EARNINGS

		Year Ended December 31
(Dollars in millions, except per share amounts)		2000			1999			1998
Net Sales		$	10,356		$	8,959		$	7,398
Operating Costs and Expenses			9,027			7,756			6,480
Operating Earnings			1,329			1,203			918
Interest expense, net			(60	)		(34	)		(17	)
Other (expense) income, net			(7	)		(43	)		3
Earnings Before Income Taxes			1,262			1,126			904
Provision for income taxes			361			246			315
Net Earnings		$	901		$	880		$	589
Net Earnings Per Share:
	Basic	$	4.51		$	4.40		$	2.95
	Diluted	$	4.48		$	4.36		$	2.91

The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.

30 GENERAL DYNAMICS 2000 ANNUAL REPORT

CONSOLIDATED BALANCE SHEET

		December 31
(Dollars in millions)		2000			1999
	ASSETS
	Current Assets:
	Cash and equivalents	$	177		$	270
	Accounts receivable		798			746
	Contracts in process		1,238			1,204
	Inventories		953			961
	Other current assets		385			310
	Total Current Assets		3,551			3,491
	Noncurrent Assets:
	Property, plant and equipment, net		1,294			1,169
	Intangible assets, net		528			522
	Goodwill, net		2,003			1,991
	Other assets		611			601
	Total Noncurrent Assets		4,436			4,283
		$	7,987		$	7,774
	LIABILITIES AND SHAREHOLDERS’ EQUITY
	Current Liabilities:
	Short-term debt	$	340		$	853
	Accounts payable		717			631
	Other current liabilities		1,844			1,969
	Total Current Liabilities		2,901			3,453
	Noncurrent Liabilities:
	Long-term debt		162			169
	Other liabilities		1,104			982
	Commitments and contingencies (See Note O)
	Total Noncurrent Liabilities		1,266			1,151
	Shareholders’ Equity:
	Common stock, including surplus		619			487
	Retained earnings		4,059			3,363
	Treasury stock		(833	)		(673	)
	Accumulated other comprehensive loss		(25	)		(7	)
	Total Shareholders’ Equity		3,820			3,170
		$	7,987		$	7,774

The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.

GENERAL DYNAMICS 2000 ANNUAL REPORT 31

CONSOLIDATED STATEMENT OF CASH FLOWS

		Year Ended December 31
(Dollars in millions)		2000			1999			1998
Cash Flows from Operating Activities:
Net earnings		$	901		$	880		$	589
Adjustments to reconcile net earnings to net cash provided by operating activities—
	Depreciation, depletion and amortization of plant and equipment		145			129			109
	Amortization of intangible assets and goodwill		81			64			52
	Recognition of pension gains previously deferred		—			(126	)		—
	Revaluation of undeveloped coal reserves and equipment		—			61			—
	Amortization of debt issuance costs on debt repaid		—			7			—
Decrease (increase) in assets, net of effects of business acquisitions—
	Marketable securities		—			45			30
	Accounts receivable		(39	)		36			(64	)
	Contracts in process		(82	)		105			(209	)
	Inventories		11			(189	)		(55	)
	Other current assets		(6	)		6			(37	)
Increase (decrease) in liabilities, net of effects of business acquisitions—
	Accounts payable and other current liabilities		101			(208	)		47
	Customer deposits		(55	)		(61	)		(73	)
	Current income taxes		(35	)		235			186
Deferred income taxes			128			41			26
Other, net			(79	)		(9	)		(42	)
Net Cash Provided by Operating Activities			1,071			1,016			559
Cash Flows from Investing Activities:
Business acquisitions, net of cash acquired			(71	)		(1,090	)		(481	)
Purchases of available-for-sale securities			(23	)		(37	)		(443	)
Sales/maturities of available-for-sale securities			29			91			493
Capital expenditures			(288	)		(197	)		(186	)
Proceeds from sale of assets			33			18			99
Other			(9	)		(8	)		(4	)
Net Cash Used by Investing Activities			(329	)		(1,223	)		(522	)
Cash Flows from Financing Activities:
Net (repayments) proceeds from commercial paper			(508	)		844			—
Repayment of finance operations debt			(18	)		(59	)		(38	)
Net repayments of other debt			(10	)		(374	)		(176	)
Dividends paid			(202	)		(136	)		(108	)
Purchases of common stock			(208	)		(59	)		(226	)
Proceeds from option exercises			111			51			54
Other			—			—			(2	)
Net Cash (Used) Provided by Financing Activities			(835	)		267			(496	)
Net (Decrease) Increase in Cash and Equivalents			(93	)		60			(459	)
Cash and Equivalents at Beginning of Year			270			210			669
Cash and Equivalents at End of Year		$	177		$	270		$	210

The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.

32 GENERAL DYNAMICS 2000 ANNUAL REPORT

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

	Common Stock												Treasury Stock
										Retained									Comprehensive
(Dollars in millions, except share amounts)	Shares			Par			Surplus			Earnings			Shares			Amount			Income
Balance, December 31, 1997		243,318,322		$	243		$	297		$	2,159			(42,989,118	)	$	(691	)
Net earnings											589								$	589
Cash dividends declared											(110	)
Shares issued under compensation plans		3,572,160			4			88						1,348,705			10
Tax benefit of exercised stock options								40
Shares purchased		(5,541,617	)		(6	)		(192	)					(598,000	)		(28	)
Amortization of stock plan expense											1
Modification of common stock options								6
Shares issued for business acquisition								4						157,283			3
Unrealized gains on securities																				1
Foreign currency translation adjustment																				(9	)
Minimum pension liability adjustment																				(2	)
Balance, December 31, 1998		241,348,865			241			243			2,639			(42,081,130	)		(706	)	$	579
Net earnings											880								$	880
Cash dividends declared											(156	)
Shares issued under compensation plans		864,252						32						2,158,056			34
Tax benefit of exercised stock options								29
Shares purchased		(1,272,800	)					(58	)					(19,100	)		(1	)
Shares issued for business acquisition														15,424
Unrealized losses on securities																				(2	)
Foreign currency translation adjustment																				5
Balance, December 31, 1999		240,940,317			241			246			3,363			(39,926,750	)		(673	)	$	883
Net earnings											901								$	901
Cash dividends declared											(205	)
Shares issued under compensation plans								97						3,542,282			48
Tax benefit of exercised stock options								35
Shares purchased														(4,054,200	)		(208	)
Unrealized gains on securities																				1
Foreign currency translation adjustment																				(21	)
Minimum pension liability adjustment																				2
Balance, December 31, 2000		240,940,317		$	241		$	378		$	4,059			(40,438,668	)	$	(833	)	$	883

The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.

GENERAL DYNAMICS 2000 ANNUAL REPORT 33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share amounts)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization. The company’s primary businesses focus on shipbuilding and marine systems, business aviation, information systems, and land and amphibious combat systems. The company also owns a coal mining operation, an aggregates operation and a leasing operation for liquefied natural gas (LNG) tankers. The primary customers for the company’s businesses are the United States military, the armed forces of allied nations, other government organizations and a diverse base of corporate and industrial buyers.

      Basis of Consolidation and Use of Estimates. The Consolidated Financial Statements include the accounts of all wholly-owned and majority-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

      Revenue Recognition. Sales and earnings under long-term defense contracts and programs are accounted for using the percentage-of-completion method of accounting. The combination of estimated profit rates on similar, economically interdependent contracts is used to develop program earnings rates for contracts that meet Statement of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts,” criteria. These rates are applied to contract costs, including general and administrative expenses, for the determination of sales and operating earnings. Program earnings rates are reviewed quarterly to assess revisions in contract values and estimated costs at completion. Based on these assessments, any changes in earnings rates are made prospectively.

      Any anticipated losses on defense contracts and programs are charged to earnings when identified. Such losses encompass all costs, including general and administrative expenses, allocable to the contracts. Revenue arising from the claims process is not recognized either as income or as an offset against a potential loss until it can be reliably estimated and its realization is probable.

      Contracts for new aircraft are accounted for in accordance with Statement of Position 81-1 and segmented between the manufacture of “green” aircraft (i.e., before exterior painting and installation of customer selected interiors and optional avionics) and its completion. Sales of green aircraft are recorded when the aircraft is delivered to and accepted by the customer. Completion revenues are recorded when the customer accepts delivery of the outfitted aircraft. Sales of all other products and services, including pre-owned aircraft, are recognized when delivered or the service is performed.

      General and Administrative Expenses. General and administrative expenses were $647, $570 and $509 in 2000, 1999 and 1998, respectively, and are included in operating costs and expenses on the Consolidated Statement of Earnings.

      Interest Expense, Net. Interest expense was $72, $53 and $40 in 2000, 1999 and 1998, respectively. Interest payments, including the company’s finance operations, were $78, $52 and $47 in 2000, 1999 and 1998, respectively.

      Cash and Equivalents and Investments in Debt and Equity Securities. The company classifies its securities in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” The company considers securities with a maturity of three months or less to be cash equivalents. The company adjusts all investments in debt and equity securities to fair value. Market adjustments are recognized in the statement of earnings for trading securities and are included as a component of accumulated other comprehensive income for available-for-sale securities. The company had $43 in available-for-sale investments at December 31, 2000.

      Accounts Receivable and Contracts in Process. Accounts receivable represent only amounts billed and currently due from customers. Recoverable costs and accrued profit related to long-term defense contracts and programs on which revenue has been recognized, but billings have not yet been presented to the customer (unbilled receivables), are included in contracts in process.

      Inventories. Work in process inventories represent aircraft components and are stated at the lower of cost (based on estimated average unit costs of the number of units in a production lot) or market. Aircraft materials are stated at the lower of cost (first-in, first-out method) or market. Pre-owned aircraft acquired in connection with the sale of new aircraft are recorded at the lower of the trade-in value (determined at the time of trade and based on estimated fair value) or estimated net realizable value.

      Property, Plant and Equipment, Net. Property, plant and equipment is carried at historical cost, net of accumulated depreciation and depletion. Most of the company’s assets are depreciated using accelerated methods, with the remainder using the straight-line method. Buildings and improvements are depreciated over periods up to 50 years. Machinery and equipment are depreciated over periods up to 28 years. Depletion of mineral reserves is computed using the units-of-production method.

34 GENERAL DYNAMICS 2000 ANNUAL REPORT

      Impairment of Long-Lived Assets. Long-lived assets, identifiable intangibles and goodwill are reviewed for impairment whenever events or changes in circumstances, such as declines in sales, earnings or cash flows or material adverse changes in the business climate indicate that the carrying amount of an asset may not be recoverable. The company assesses the recoverability of the cost of the asset based on a review of projected undiscounted cash flows. In the event an impairment loss is identified, it is recognized based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. If an asset is held for sale, the company reviews its estimated fair value less cost to sell.

      Environmental Liabilities. The company accrues environmental costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. Cleanup and other environmental exit costs related to sold businesses were recorded at the time of disposal. Recorded liabilities have not been discounted. To the extent the U.S. government has specifically agreed to pay the ongoing maintenance and monitoring costs at sites currently used in the conduct of the company’s government contracting business, these costs are treated as contract costs and recognized as paid.

      Stock-Based Compensation. The company measures compensation cost for stock options as the excess, if any, of the quoted market price of the company’s stock at the measurement date over the exercise price. Stock awards are recorded at fair value at the date of award.

      Translation of Foreign Currencies. Local currencies have been determined to be functional currencies for the company’s international operations. Foreign currency balance sheets are translated at the end-of-period exchange rates and earnings statements at the average exchange rates for each period. The resulting foreign currency translation adjustments are included in the calculation of accumulated other comprehensive income and included in the equity section on the Consolidated Balance Sheet.

      New Accounting Standard. The Financial Accounting Standards Board issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” in June 1998. SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income based on the guidelines stipulated in SFAS 133. The company is required to adopt the provisions of the standard during the first quarter of 2001. Due to the company’s limited use of derivative instruments, the adoption of the standard is not expected to have a material impact on the company’s results of operations or financial condition.

      Classification. Consistent with industry practice, assets and liabilities relating to long-term defense contracts and programs are classified as current although a portion of these amounts is not expected to be realized within one year. In addition, certain prior year amounts have been reclassified to conform to the current year presentation.

B. BUSINESS COMBINATIONS

Subsequent Event

On January 26, 2001, the company acquired Primex Technologies, Inc. (renamed, General Dynamics Ordnance and Tactical Systems) for $334 in cash. The company also assumed $204 of Primex’s debt, $149 of which was discharged at the time of acquisition. The company financed the purchase through its commercial paper program. Ordnance and Tactical Systems provides a variety of munitions, propellants, satellite propulsion systems and electronics products to the U.S. government and its allies, as well as domestic and international industrial customers. Ordnance and Tactical Systems will be part of the Combat Systems business group and will be included in the company’s results of operations from January 26, 2001.

Pooling of Interests Method

On July 30, 1999, the company acquired Gulfstream Aerospace Corporation (Gulfstream), as a result of which, the holders of Gulfstream common stock became entitled to receive one share of the company’s common stock for each Gulfstream share. The common stock of Gulfstream was traded on the New York Stock Exchange through the close of business on July 30, 1999, at which time there were 72,165,645 shares of Gulfstream common stock outstanding. An additional 4,131,094 shares were reserved for issuance upon the exercise of stock options which, prior to the acquisition, had been options to purchase Gulfstream common stock. Gulfstream is a leading designer, developer, manufacturer and marketer of advanced business jet aircraft. The acquisition was accounted for as a pooling of interests, and, accordingly, the consolidated financial statements for periods prior to the combination include the accounts and results of operations of Gulfstream.

Purchase Method

On September 1, 1999, the company completed a $1.01 billion cash acquisition of three businesses comprising Government Systems Corporation, formerly part of GTE Corporation. The company financed the purchase through its commercial paper program. Government Systems Corporation is a leader

GENERAL DYNAMICS 2000 ANNUAL REPORT 35

in the advancement of command, control, communications and intelligence systems; electronic defense systems; communication switching; and information systems for defense, government and industry in the United States and abroad.

      On November 10, 1998, the company acquired control of NASSCO Holdings Incorporated (NHI) for $369 in cash plus the obligation to discharge $46 in debt. The company paid $318 of the total consideration and repaid the $46 obligation in cash during November 1998 and paid the remaining fixed purchase consideration of $51 during May 1999. NHI’s wholly-owned subsidiaries include National Steel and Shipbuilding Company, which is in the business of ship design, engineering, construction and repair for the U.S. military and various commercial customers.

      On August 19, 1998, Gulfstream completed the acquisition of K-C Aviation, Inc. for approximately $250 in cash. K-C Aviation was a leading provider of business aviation services and the largest independent completion center for business aircraft in North America.

      The purchase prices have been allocated to the estimated fair values of net tangible assets acquired and specifically identified intangible assets, with any excess recorded as goodwill (see Note H). The operating results of the acquired businesses are included with those of the company from their respective closing dates.

C. EARNINGS PER SHARE

Basic and diluted weighted average shares outstanding are as follows (in thousands):

Year Ended December 31		2000	1999	1998
Basic weighted average shares outstanding		199,840	199,988	199,466
	Assumed exercise of options	1,200	1,945	2,758
	Contingently issuable shares	222	124	22
Diluted weighted average shares outstanding		201,262	202,057	202,246

D. INCOME TAXES

The provision for income taxes included on the Consolidated Statement of Earnings is summarized as follows:

Year Ended December 31			2000			1999			1998
	Current:
		U.S. Federal	$	300		$	344		$	269
		Foreign		5			8			15
		State		18			18			5
		Total current		323			370			289
	Deferred:
		U.S. Federal		134			51			27
		Foreign		(1	)		1			(9	)
		State		(5	)		(11	)		8
		Total deferred		128			41			26
	Research and experimentation tax credits			(90	)		(165	)		–
			$	361		$	246		$	315

      The provision for state and local income taxes that is allocable to U.S. government contracts is included in operating costs and expenses on the Consolidated Statement of Earnings.

      The reconciliation from the statutory federal income tax rate to the company’s effective income tax rate is as follows:

Year Ended December 31	2000			1999			1998
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
Research and experimentation tax credits		(7.1	)		(14.7	)		–
State tax on commercial operations, net of federal benefits		1.0			0.9			1.3
Other		(0.3	)		0.6			(1.5	)
Effective income tax rate		28.6	%		21.8	%		34.8	%

36 GENERAL DYNAMICS 2000 ANNUAL REPORT

      The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities consist of the following:

December 31		2000		1999
Postretirement liabilities		$	97	$	98
A-12 termination			95		92
Accrued costs on disposed businesses			41		55
Long-term contract costing methods			35		55
Coal mining liabilities			25		25
Other			247		238
	Deferred assets	$	540	$	563
Capital Construction Fund		$	105	$	32
Commercial pension asset			93		87
Lease income			57		62
Intangible assets			47		29
Property basis differences			47		28
Other			28		34
	Deferred liabilities	$	377	$	272
Net deferred asset		$	163	$	291

      The Capital Construction Fund (CCF) is a program established by the U.S. government and administered by the Maritime Administration, and is designed to support the acquisition, construction, reconstruction, or operation of U.S. flag merchant marine vessels. It provides for the deferral of federal and state income taxes on earnings derived from eligible programs as long as the funds are deposited and used for qualified activities. Unqualified withdrawals are subject to taxation plus interest. The CCF must be collaterialized by qualified assets defined by the Maritime Administration. At December 31, 2000, the company has assigned approximately $50 in cash equivalents and $190 in accounts receivable for the CCF.

      Based on the level of projected earnings and current backlog, no valuation allowance was required for the company’s deferred tax assets at December 31, 2000 and 1999. The current portion of the net deferred tax asset is $318 and $264 at December 31, 2000 and 1999, respectively, and is included in other current assets on the Consolidated Balance Sheet.

      The company made federal income tax payments of $268, $289 and $112 in 2000, 1999 and 1998, respectively.

      During the third quarter of 2000, General Dynamics and the U.S. Internal Revenue Service (IRS) settled outstanding tax issues, including the company’s remaining refund claim for research and experimentation tax credits, for the years 1990 through 1993. The company recognized a benefit of $90, or $.45 per diluted share, as a result of this settlement. During the first quarter of 1999, General Dynamics and the IRS settled outstanding tax issues, including refund claims for research and experimentation tax credits, for the years 1981 through 1989 for approximately $334 (including before-tax interest). The company recognized a benefit of $165 (net of amounts previously recorded in 1991 and 1992), or $.82 per diluted share, as a result of this settlement.

      During the first quarter of 2000, all matters related to Gulfstream’s consolidated federal income tax returns for the years up to and including 1994 were resolved with no material impact on the company’s results of operations or financial condition. The IRS has completed its examination of General Dynamics’ 1994 and 1995 income tax returns. The company protested to the IRS Appeals Division certain issues raised during the 1994 and 1995 examination.

      The company has recorded liabilities for tax contingencies. Resolution of tax matters for open years is not expected to have a materially unfavorable impact on the company’s results of operations or financial condition.

E. CONTRACTS IN PROCESS

Contracts in process primarily represent costs and accrued profit related to defense contracts and programs and consist of the following:

December 31		2000		1999
Contract costs and estimated profits	$	10,798	$	9,460
Other contract costs		718		721
		11,516		10,181
Less advances and progress payments		10,278		8,977
	$	1,238	$	1,204

      Contract costs include production costs and related overhead, including general and administrative expenses. Other contract costs primarily represent amounts required to be recorded under generally accepted accounting principles that are not currently allocable to contracts, such as a portion of the company’s estimated workers’ compensation, other insurance-related assessments, postretirement benefits and environmental expenses. Recovery of these costs under contracts is considered probable based on the company’s backlog. If the level of backlog in the future does not support the continued

GENERAL DYNAMICS 2000 ANNUAL REPORT 37

deferral of these costs, the profitability of the company’s remaining contracts could be affected.

F. INVENTORIES

Inventories consist primarily of aircraft components, as follows:

December 31	2000		1999
Work in process	$	405	$	436
Raw materials		289		262
Pre-owned aircraft		236		243
Other		23		20
	$	953	$	961

      Other inventories consist of coal and aggregates, and are stated at the lower of average cost or estimated net realizable value.

G. PROPERTY, PLANT AND EQUIPMENT, NET

The major classes of property, plant and equipment are as follows:

December 31		2000		1999
	Land and improvements	$	123	$	121
	Mineral reserves		69		64
	Buildings and improvements		607		597
	Machinery and equipment		1,568		1,444
	Construction in process		273		162
			2,640		2,388
	Less accumulated depreciation, depletion and amortization		1,346		1,219
		$	1,294	$	1,169

      Certain of the company’s plant facilities are provided by the U.S. government and therefore are not included above.

      During 1999, management decided not to make additional investments in its undeveloped high sulfur coal reserves. As such, the company revalued these coal reserves and related assets based on an undiscounted cash flow analysis, which resulted in a non-cash charge to earnings of approximately $60 (before-tax). The charge is included in operating costs and expenses on the Consolidated Statement of Earnings and is included in the results of the company’s Other business group.

H. INTANGIBLE ASSETS AND GOODWILL, NET

Intangible assets consist of the following:

December 31	2000		1999
Contracts and programs	$	446	$	444
Other		82		78
	$	528	$	522

      Intangible assets are shown net of accumulated amortization of $139 and $111 at December 31, 2000 and 1999, respectively. Contracts and programs acquired are amortized on a straight-line basis over periods ranging from 25 to 40 years. Other consists primarily of customer lists, workforce and purchase options on buildings currently leased. These other intangible assets are amortized over periods ranging from 3 to 21 years.

      Goodwill resulted from the company’s business acquisitions. Goodwill is amortized on a straight-line basis over 40 years and is shown net of accumulated amortization of $131 and $80 at December 31, 2000 and 1999, respectively.

I. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

December 31		2000	1999
Customer deposits	$	484		$	471
Workers’ compensation		454			479
Retirement benefits		253			270
Advance payments—government contracts		77			142
Other		576			607
	$	1,844		$	1,969

38 GENERAL DYNAMICS 2000 ANNUAL REPORT

J. DEBT

Debt (excluding finance operation) consists of the following:

December 31	2000		1999
Commercial paper, net of unamortized discount	$	340	$	852
Senior notes		139		149
Industrial development bonds		15		15
Other		8		6
		502		1,022
Less current portion		340		853
	$	162	$	169

      As of December 31, 2000, the company had $342 par value discounted commercial paper outstanding at an average yield of approximately 6.67 percent with an average term of approximately 39 days. The company has available a $1 billion committed line of credit expiring in May 2002 and an available $400 committed line of credit expiring in December 2002, both of which back this commercial paper program.

      In connection with the company’s 1997 acquisition of Information Systems, Computing Devices Canada and U.K., the company borrowed in Canadian dollars the U.S. equivalent of $220. In April 1998, the company repaid $70 of this note. In September 1998, Computing Devices Canada refinanced $150 with privately-placed senior notes maturing in 2008. Concurrently, Computing Devices Canada entered into a currency swap, which fixed in U.S. dollars the principal of $150 and annual interest at 6.32 percent, payable semi-annually. At December 31, 2000, the fair value of the debt is $146, and the fair value of the currency swap would result in an insignificant gain.

      The industrial development bonds are due December 1, 2002, and bear interest at 6.60 percent per annum with interest payable semi-annually. Other at December 31, 2000, represents a capital lease expiring in December 2009, with a five-year renewal option.

K. OTHER LIABILITIES

Other liabilities consist of the following:

December 31	2000		1999
Retirement benefits	$	324	$	304
Accrued costs on disposed businesses		116		156
Coal mining related liabilities		73		77
Other		591		445
	$	1,104	$	982

      The company has recorded liabilities for contingencies related to disposed businesses. These liabilities include postretirement benefits, environmental, legal and other costs.

      The company has certain liabilities that are specific to the coal mining industry, including workers’ compensation and reclamation. The company is subject to the Federal Coal Mine Health & Safety Act of 1969, as amended, and the related workers’ compensation laws in the states in which it has operated. These laws require the company to pay benefits for occupational disability resulting from coal workers’ pneumoconiosis (black lung). The liability for known claims and an actuarially determined estimate of future claims that will be awarded to current and former employees is discounted based on the appropriate discount rate. Liabilities to reclaim land disturbed by the mining process and to perform other closing functions are recorded over the estimated production lives of the mines.

L. SHAREHOLDERS’ EQUITY

Authorized Stock. On July 30, 1999, the company’s stockholders approved an amendment to its Certificate of Incorporation to increase the number of authorized shares of common stock from 200 million shares to 300 million shares of $1 par value common stock. Other authorized capital stock of the company consists of 50 million shares of $1 par value preferred stock issuable in series, with the rights, preferences and limitations of each series to be determined by the board of directors.

      Dividends per Share. Dividends per share were $1.04, $.96 and $.88 in 2000, 1999 and 1998, respectively.

      Shares Outstanding. The company had 200,501,649, 201,013,567 and 199,267,735 shares of common stock outstanding as of December 31, 2000, 1999 and 1998, respectively. No shares of the company’s preferred stock are currently outstanding.

GENERAL DYNAMICS 2000 ANNUAL REPORT 39

M. FINANCE OPERATION

The company owns three LNG tankers, which have been leased to a nonrelated company. The leases are financed by privately-placed bonds, which are secured by the LNG tankers. The bonds are callable under certain conditions and are nonrecourse to the company. Accordingly, the company is not obligated to repay the debt in the event the lessee defaults on the lease payments.

      The following summarizes the comparative financial statements for the finance operation:

Balance Sheet Data

December 31	2000		1999
Assets
Leases receivable	$	168	$	181
Due from parent		23		37
	$	191	$	218
Liabilities and Shareholder’s Equity
Debt	$	63	$	81
Income taxes		57		62
Shareholder’s equity		71		75
	$	191	$	218

      Leases receivable and debt are included in other assets and other liabilities, respectively, on the Consolidated Balance Sheet. The leases are classified as direct financing leases and extend through 2009.

      The components of the company’s net investment in the leases receivable are as follows:

December 31	2000			1999
Aggregate future minimum lease payments	$	225		$	256
Unguaranteed residual value		38			38
Unearned interest income		(95	)		(113	)
	$	168		$	181

      The company is scheduled to receive minimum lease payments of $31 annually in each of the next five years.

      Semi-annual scheduled payments, sufficient to retire 100 percent of the aggregate principal amount of the debt, have commenced and will continue through maturity in 2004. The weighted average interest rate on the debt is 6.2 percent. The schedule of remaining principal payments is $20 in 2001, $23 in 2002, $17 in 2003, and $3 in 2004.

Earnings Data

December 31	2000			1999			1998
Interest income	$	18		$	19		$	20
Interest expense		(5	)		(6	)		(7	)
Income taxes		(4	)		(4	)		(4	)
Net earnings	$	9		$	9		$	9

      Interest income and interest expense are classified as sales and operating costs and expenses, respectively, on the Consolidated Statement of Earnings.

N. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of all the company’s financial instruments approximates carrying value. Fair value is generally based on quoted market prices, except the finance operation debt, where fair value is based on risk-adjusted discount rates.

      Available-for-sale investments are $31 and $36 at December 31, 2000 and 1999, respectively. These amounts consist primarily of U.S. government debt obligations restricted for payment of workers’ compensation benefits under an agreement with the State of Maine. These investments mature as follows: $4 in 2001, $25 between 2002 and 2006, and $2 in 2008. Other available-for-sale investments at December 31, 2000 consist of municipal securities of $5 restricted for repayment of the industrial development bonds discussed in Note J, and equity securities of $7 restricted for the payment of supplemental retirement obligations discussed in Note R. These available-for-sale investments are included in other current and other noncurrent assets on the Consolidated Balance Sheet. Amortized cost for available-for-sale investments approximates fair value at December 31, 2000 and 1999.

      Proceeds from sales of available-for-sale securities were $37, $48 and $274 in 2000, 1999 and 1998, respectively.

40 GENERAL DYNAMICS 2000 ANNUAL REPORT

O. COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the company is subject to various legal proceedings arising out of the ordinary course of its business. Except as described below, the company does not consider any of such proceedings, individually or in the aggregate, to be material to its business or likely to result in a material adverse effect on its results of operations or financial condition.

      On April 19, 1995, 101 then-current and former employees of General Dynamics’ Convair Division in San Diego, California filed a six-count complaint in the Superior Court of California, County of San Diego, titled Argo, et al. v. General Dynamics, et al. In addition to General Dynamics, four of Convair’s then-current or former managers were also named as individual defendants. The plaintiffs alleged that the company interfered with their right to join an earlier class action lawsuit for overtime wages brought pursuant to the Federal Fair Labor Standards Act by, among other things, concealing its plans to close the Convair Division. On May 1, 1997, a jury rendered a verdict of $101 against the company and one of the defendants in favor of 97 of the plaintiffs. The jury awarded the plaintiffs a total of $1.8 in actual damages and $99 in punitive damages. The company and the individual defendant have appealed the judgment to the Court of Appeals of the State of California, Fourth Appellate District. On April 12, 2000, the California Supreme Court transferred the appeal to the Fifth Appellate District. Subsequent to year-end, the parties argued this case in the Court of Appeals. On appeal, the company is seeking to have the judgment overturned in its entirety or, alternatively, a substantial reduction in the jury’s punitive damage award. The company believes it has substantial legal defenses, but in any case, it believes the punitive damage award is excessive as a matter of law. The company believes that the ultimate outcome will not have a material impact on the company’s results of operations or financial condition.

      Less than a month following the jury’s verdict in Argo, on June 27, 1997, General Dynamics Corporation was named as a defendant in a complaint filed in the Superior Court of California, County of San Diego, titled Williamson, et al. v. General Dynamics Corporation, et al. On August 7, 1997, General Dynamics removed the case to the United States District Court for the Southern District of California. The Williamson allegations are virtually identical to the allegations made in the Argo lawsuit; however, Williamson is styled as a class action lawsuit. On April 3, 1998, the district court granted General Dynamics’ motion to dismiss plaintiffs’ complaint in its entirety. Plaintiffs appealed that decision to the Ninth Circuit Court of Appeals. On April 12, 2000, the Ninth Circuit issued an opinion reversing the district court’s order of dismissal and remanded the case to the district court for further proceedings. On remand, the district court entered a stay of the case pending the final outcome of Argo. There will not likely be any further developments until a final decision is reached in Argo. Plaintiffs seek compensatory damages in an unspecified amount as well as punitive damages. The company believes that the ultimate outcome will not have a material impact on the company’s results of operations or financial condition.

      On July 13, 1995, General Dynamics Corporation was named as a defendant in a complaint filed in the Circuit Court of St. Louis County, Missouri, titled Hunt, et al. v. General Dynamics Corporation, et al. The complaint also names as defendants General Dynamics’ two insurance brokers: the London broker, Lloyd Thompson, Ltd.; and the United States broker, Willis Corroon Corporation of Missouri. The plaintiffs are members of certain Lloyd’s of London syndicates and British insurance companies who sold the company four aggregate excess loss insurance policies covering the company’s self-insured workers’ compensation program at Electric Boat for four policy years, from July 1, 1988 to June 30, 1992. The plaintiffs allege that when procuring the policies the company and its brokers made misrepresentations to the plaintiffs and failed to disclose facts that were material to the risk. The plaintiffs also allege that the company has been negligent in its administration of workers’ compensation claims. The plaintiffs seek rescission of the policies, a declaratory judgment that the policies are void, and compensatory damages in an unspecified amount. General Dynamics has counterclaimed, alleging that the plaintiffs have breached their insurance contracts by failing to pay claims. General Dynamics also served cross-claims against Lloyd Thompson for negligence and breach of fiduciary duty, which have been severed pending the trial of claims between General Dynamics and the plaintiffs. In February 2000, General Dynamics completed the trial before a special master of the claims between General Dynamics and the plaintiffs. In August 2000, the special master issued his decision, which recommended rescission of two of the policies, on the grounds of fraud by the London broker, and recommended an award of damages against the plaintiffs with respect to the other two policies. The special master found that although the company made no misrepresentations of fact in connection with the procurement of the policies, the London broker, who is the company’s agent, did. On December 21, 2000, the Circuit Court adopted the findings and conclusions of the special master in their entirety and entered judgment thereon. General Dynamics has filed a motion to amend the judgment, which will be heard in March 2001. General Dynamics has also filed a motion for summary judgment on its cross-claims

GENERAL DYNAMICS 2000 ANNUAL REPORT 41

against the London broker, which is pending with the Circuit Court. General Dynamics does not expect that this case will have a material impact on the company’s results of operations or financial condition.

Environmental

The company is directly or indirectly involved in certain Superfund sites in which the company, along with other major U.S. corporations, has been designated a PRP by the EPA or a state environmental agency with respect to past shipments of waste to sites now requiring environmental cleanup. Based on a site by site analysis of the estimated quantity of waste contributed by the company relative to the estimated total quantity of waste, the company believes its liability at any individual site, or in the aggregate, is not material. The company is also involved in the investigation, cleanup and remediation of various conditions at sites it currently or formerly owned or operated where the release of hazardous materials may have occurred.

      The company measures its environmental exposure based on enacted laws and existing regulations and on the technology expected to be approved to complete the remediation effort. The estimated cost to perform each of the elements of the remediation effort is based on when those elements are expected to be performed. Where a reasonable basis for apportionment exists with other PRPs, the company estimates only its allowable share of the joint and several remediation liability for a site, taking into consideration the solvency of other participating PRPs. Based on a site by site analysis, the company believes it has adequate accruals for any liability it may incur arising from sites currently or formerly owned or operated at which there is a known environmental condition, or Superfund or other multi-party sites at which the company is a PRP.

      The company is also a defendant in other lawsuits and claims and in other investigations of varying nature. The company believes its potential liabilities in these proceedings, in the aggregate, will not be material to the company’s results of operations or financial condition.

Minimum Lease Payments

Total rental expense under operating leases was $71, $62 and $44 for 2000, 1999 and 1998, respectively. Future minimum lease payments due during the next five years are as follows:

2001	$	64
2002		69
2003		57
2004		46
2005 and thereafter		196
Total	$	432

Other

In the ordinary course of business, the company has entered into letters of credit and other similar arrangements with financial institutions and insurance carriers aggregating approximately $890 at December 31, 2000. The company was contingently liable for certain other guarantees aggregating up to a maximum of approximately $55 at December 31, 2000. The company knows of no event of default that would require it to satisfy these guarantees.

      The company has agreements with certain of its suppliers to procure major aircraft components such as engines, wings and avionics. The agreements vary in length from four to six years and generally provide for price and quantity of components to be supplied. In connection with the Gulfstream V and Gulfstream IV-SP programs, the company has entered into revenue sharing agreements with two suppliers. The terms of these agreements require the suppliers to design, manufacture and supply certain aircraft components in exchange for a fixed percentage of the revenues associated with such aircraft. Payments to the suppliers are required on a pro rata basis concurrent with the associated customer deposits received on the Gulfstream V and Gulfstream IV-SP contracts.

      As of December 31, 2000, in connection with orders for three Gulfstream V aircraft and three Gulfstream IV-SP aircraft in backlog, the company has offered customers trade-in options, which may or may not be exercised by the customers. Under these options, the company will accept trade-in aircraft, primarily Gulfstream IVs and IV-SPs, at a guaranteed minimum trade-in price. Management believes that the fair market value of all such aircraft exceeds the specified trade-in value.

      A major coal customer is seeking arbitration before a tripartite panel of the American Arbitration Association. The customer alleged in its claim that the company has breached the coal supply agreement by charging excessive seller costs and failing to use best efforts in operating the business in a commer-

42 GENERAL DYNAMICS 2000 ANNUAL REPORT

cially reasonable fashion for the period of January 1998 to the present. The company anticipates that the panel will hear the claim in the third quarter of 2001, and does not expect the outcome of this proceeding to have a material adverse effect on its results of operations or financial condition.

P. TERMINATION OF A-12 PROGRAM

The A-12 contract was a fixed-price incentive contract for the full-scale development and initial production of the Navy’s new carrier-based Advanced Tactical Aircraft. In January 1991, the Navy terminated the company’s A-12 aircraft contract for default. Both the company and McDonnell Douglas, now owned by the Boeing Company, (the contractors) were parties to the contract with the Navy, each had full responsibility to the Navy for performance under the contract, and both are jointly and severally liable for potential liabilities arising from the termination. As a consequence of the termination for default, the Navy demanded that the contractors repay $1,352 in unliquidated progress payments, but agreed to defer collection of the amount pending a decision by the U.S. Court of Federal Claims on the contractors’ challenge to the termination for default, or a negotiated settlement.

      The contractors filed a complaint on June 7, 1991, in the U.S. Court of Federal Claims contesting the default termination. The suit, in effect, seeks to convert the termination for default to a termination for convenience of the U.S. government and seeks other legal relief. A trial on Count XVII of the complaint, which relates to the propriety of the process used in terminating the contract for default, was concluded in October 1993. In December 1994, the court issued an order vacating the termination for default. On December 19, 1995, following further proceedings, the court issued an order converting the termination for default to a termination for convenience. On March 31, 1998, a final judgment was entered in favor of the contractors for $1,200 plus interest.

      On July 1, 1999, the Court of Appeals found that the trial court erred in converting the termination for default to a termination for convenience without first determining whether a default existed. The Court of Appeals remanded the case for determination of whether the government’s default termination was justified. The Court of Appeals stated that it was expressing no view on that issue, and it left the parties the opportunity to litigate that issue fully on remand. A trial of the case is scheduled to begin on or about May 1, 2001.

      The company continues to believe that the government’s default termination was improper, both as to process (the basis relied upon by the trial court) and because the contractors were not in default. The company continues to believe that at a full trial it will be able to demonstrate that the default termination was not justified and that the termination for default will be converted to a termination for convenience. If the company is successful in such a new trial, it could result in the same, a lesser or a greater award to the contractors.

      The company has fully reserved the contracts in process balance associated with the A-12 program and has accrued the company’s estimated termination liabilities and the liability associated with pursuing the litigation through the appeals process and remand proceedings. In the event that the contractors are ultimately found to have been in default under the A-12 contract and are required to repay all unliquidated progress payments, additional losses of approximately $675, plus interest, may be recognized by the company. While the company believes the possibility of this result is remote, if in the unlikely event the company is ultimately found to have been in default on the contract, management believes the company would be able to repay the unliquidated progress payments plus interest. Management’s Discussion and Analysis of the Results of Operations and Financial Condition contains information on liquidity.

Q. INCENTIVE COMPENSATION PLAN

Under the 1997 Incentive Compensation Plan, awards may be granted in cash, common stock, options to purchase common stock, restricted shares of common stock, or any combination of these.

      Stock options may be granted as either incentive stock options, intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or as options not qualified under Section 422 of the Code. All options are issued with an exercise price at or above 100 percent of the fair market value of the common stock on the date of grant. A grant of restricted shares pursuant to the Incentive Compensation Plan is a transfer of shares of common stock, for such consideration and subject to such restrictions, if any, on transfer or other incidents of ownership, for such periods of time as the Compensation Committee (or Subcommittee) may determine. Until the end of the applicable period of restriction, the restricted shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. However, during the period of restriction, the recipient of restricted shares will be entitled to vote the restricted shares and to retain cash dividends paid thereon. Awards of restricted shares may be granted pursuant to a performance formula whereby the number of shares initially granted increases or decreases based on the increase or decrease in the price of the common stock over a performance period.

GENERAL DYNAMICS 2000 ANNUAL REPORT 43

      Incentive Compensation Plan awards of stock options and restricted stock are intended to qualify as deductible, performance-based compensation under Section 162(m) of the Code. Incentive Compensation Plan awards of cash and stock (unrestricted) are not designed to be deductible to the company under Section 162(m).

      Options granted under Gulfstream’s incentive compensation plans prior to the acquisition were subject to different vesting periods based on the terms of the plans. Upon the change in control, substantially all of the outstanding Gulfstream options became fully vested.

      Information with respect to restricted stock awards is as follows:

Year Ended December 31	2000		1999		1998
Number of shares awarded		385,023		540,661		507,340
Weighted average grant price	$	43.23	$	60.15	$	44.15

      There were 1,563,260 shares of restricted stock outstanding at December 31, 2000.

      Information with respect to stock options is as follows:

Year Ended December 31		2000			1999			1998
Number of shares:
Outstanding at beginning of year			7,502,881			8,672,328			10,072,286
	Granted		2,961,050			1,666,720			3,770,314
	Exercised		(3,669,070	)		(2,622,081	)		(4,803,536	)
	Canceled		(221,262	)		(214,086	)		(366,736	)
Outstanding at end of year			6,573,599			7,502,881			8,672,328
Exercisable at end of year			3,023,399			5,419,012			4,470,291
Weighted average exercise price:
Outstanding at beginning of year			$ 39.82			$ 30.35			$ 16.28
	Granted		43.17			59.62			45.92
	Exercised		33.11			20.64			13.24
	Canceled		54.76			49.23			27.93
Outstanding at end of year			44.57			39.82			30.35
Exercisable at end of year			42.45			34.16			19.29

Information with respect to stock options outstanding and stock options exercisable at December 31, 2000, is as follows:

Options Outstanding
		Number		Weighted		Weighted
Range of		Outstanding		Average Remaining		Average
Exercise Prices		at 12/31/00		Contractual Life		Exercise Price
	$3.51-11.37		210,183		2.66 years	$	4.84
	22.03-41.66		696,803		1.12		33.02
	42.72-46.84		3,940,916		3.69		42.89
	49.81-62.25		1,506,597		4.35		56.79
	62.44-73.06		219,100		3.90		65.59
			6,573,599

Options Exercisable
		Number		Weighted
Range of		Outstanding		Average
Exercise Prices		at 12/31/00		Exercise Price
	$3.51-11.37		210,183	$	4.84
	22.03-41.66		694,204		32.99
	42.72-46.84		1,161,077		43.29
	49.81-62.25		897,110		55.90
	62.44-73.06		60,825		65.62
			3,023,399

      At December 31, 2000, 1,987,308 treasury shares have been reserved for options that may be granted in the future, in addition to the shares reserved for issuance on the exercise of options outstanding. Subsequent to year-end, the board of directors adopted and recommended for submission to the shareholders for their approval, a proposal to increase the number of shares of common stock reserved for issuance under the Incentive Compensation Plan by 10,000,000 shares. The proposed increase is to be voted on by the shareholders at their annual meeting on May 2, 2001.

44 GENERAL DYNAMICS 2000 ANNUAL REPORT

      Had compensation cost for stock options been determined based on the fair value at the grant dates for awards under the company’s incentive compensation plans, the company’s net earnings and net earnings per share would have been reduced to the pro forma amounts indicated as follows:

Year Ended December 31			2000		1999		1998
Net Earnings:              As reported			$	901	$	880	$	589
		Pro forma		886		853		578
Net Earnings Per
	Share—Basic:      As reported		$	4.51	$	4.40	$	2.95
		Pro forma		4.43		4.27		2.90
Net Earnings Per
	Share—Diluted:   As reported		$	4.48	$	4.36	$	2.91
		Pro forma		4.40		4.22		2.86
Weighted average fair value of options granted			$	10.20	$	8.74	$	13.48

      The compensation cost calculated under the fair value approach shown above is recognized over the vesting period of the stock options.

      The fair value is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants in all years presented: (1) expected dividend yields from 1.5 to 1.9 percent, (2) expected volatility from 17.6 to 46.1 percent, (3) risk-free interest rate from 4.7 to 6.7 percent and (4) expected lives from 24 months to 55 months.

R. RETIREMENT PLANS

The company provides defined pension and other postretirement benefits to certain eligible employees. The following is a reconciliation of the benefit obligations, plan/trust assets, and funded status of the company’s plans:

	Pension Benefits						Other Postretirement Benefits
	2000			1999			2000			1999
Change in Benefit Obligation
Benefit obligation at beginning of year	$	(4,393	)	$	(4,104	)	$	(778	)	$	(741	)
Service cost		(121	)		(112	)		(10	)		(10	)
Interest cost		(322	)		(281	)		(56	)		(51	)
Amendments		(32	)		(25	)		–			–
Actuarial gain/(loss)		49			288			(53	)		77
Acquisitions/other		(6	)		(422	)		(2	)		(109	)
Benefits paid		246			263			64			56
Benefit obligation at end of year	$	(4,579	)	$	(4,393	)	$	(835	)	$	(778	)

	Pension Benefits						Other Postretirement Benefits
	2000			1999			2000			1999
Change in Plan/Trust Assets
Fair value of assets at beginning of year	$	5,722		$	5,532		$	366		$	295
Actual return on plan/trust assets		695			(104	)		–			31
Acquisitions		–			545			–			59
Employer contributions		6			19			18			11
Curtailment/settlement		(12	)		(7	)		–			–
Benefits paid		(246	)		(263	)		(35	)		(30	)
Fair value of assets at end of year	$	6,165		$	5,722		$	349		$	366

GENERAL DYNAMICS 2000 ANNUAL REPORT 45

	Pension Benefits						Other Postretirement Benefits
	2000			1999			2000			1999
Funded Status Reconciliation
Funded status	$	1,586		$	1,329		$	(486	)	$	(412	)
Unrecognized net actuarial gain		(1,285	)		(1,019	)		(72	)		(161	)
Unrecognized prior service cost		252			251			(11	)		(12	)
Unrecognized transition (asset)/obligation		(9	)		(16	)		45			57
Prepaid/(accrued) benefit cost	$	544		$	545		$	(524	)	$	(528	)

		Pension Benefits									Other Postretirement Benefits
		2000			1999			1998			2000			1999			1998
Assumptions at December 31
Discount rate			7.50	%		7.50	%		6.75	%		7.50	%		7.50	%		6.75	%
Varying rates of increase in   compensation levels based on age			4.00–11.00	%		4.00–11.00	%		4.00–11.00	%
Expected weighted average long-term   rate of return on assets			8.31	%		8.31	%		8.00	%		8.00	%		8.00	%		8.00	%
Assumed health care cost trend rate for   next year:
	Post-65 claim groups											5.75	%		6.75	%		4.50	%
	Pre-65 claim groups											5.75	%		6.75	%		6.50	%

      Net periodic pension and other postretirement benefits costs included the following:

	Pension Benefits									Other Postretirement Benefits
	2000			1999			1998			2000			1999			1998
Service cost	$	121		$	112		$	81		$	10		$	10		$	9
Interest cost		322			281			252			56			51			50
Expected return on plan assets		(445	)		(397	)		(329	)		(24	)		(19	)		(16	)
Recognized net actuarial gain		(33	)		(8	)		(10	)		(11	)		(1	)		(4	)
Amortization of unrecognized transition    (asset)/obligation		(7	)		(7	)		(8	)		12			13			23
Amortization of prior service cost		32			29			27			(1	)		(1	)		(1	)
	$	(10	)	$	10		$	13		$	42		$	53		$	61

46 GENERAL DYNAMICS 2000 ANNUAL REPORT

Pension Benefits

As of December 31, 2000, the company has 12 trusteed, noncontributory, qualified defined benefit pension plans covering substantially all of its government business employees and two plans covering substantially all of its commercial business employees. Under certain of the plans, benefits are primarily a function of both the employee’s years of service and level of compensation, while under other plans, benefits are a function primarily of years of service.

      It is the company’s policy to fund the plans to the maximum extent deductible under existing federal income tax regulations. Such contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future.

      Changes in prior service cost resulting from plan amendments are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits under the plan.

      The company’s contractual arrangements with the U.S. government provide for the recovery of contributions to the company’s government plans. The amount contributed to certain of these plans, charged to contracts and included in net sales has exceeded the net periodic pension cost included in operating costs and expenses as determined under SFAS No. 87 “Employers’ Accounting for Pensions.” Therefore, the company has deferred recognition of earnings resulting from the difference between contributions and net periodic pension cost to provide better matching of revenues and expenses. Similarly, pension settlements and curtailments under the government plans have also been deferred. As the U.S. government has a right to a portion of the excess assets of a government pension plan in the event of plan termination, the aforementioned deferrals have been classified against the prepaid pension cost related to these plans.

      Beginning in 1992, the company deferred certain gains realized by its commercial pension plan for the purpose of offsetting any costs associated with its final disposition. In connection with the acquisition of Gulfstream, the company merged the two companies’ commercial pension plans. As a result of the 1999 merger of these plans, the company recognized in 1999 the previously deferred gains on its commercial plan, totaling $126 (before-tax). The 1999 non-recurring gain is included in operating costs and expenses on the Consolidated Statement of Earnings and is included in the results of the company’s Other business group. The company’s net prepaid pension cost of $268 and $250 at December 31, 2000 and 1999, respectively, is included in other noncurrent assets on the Consolidated Balance Sheet.

      At December 31, 2000, approximately 54 percent of the plans’ assets were invested in securities of the U.S. government or its agencies, 26 percent in diversified U.S. common stocks, 14 percent in diversified U.S. corporate debt securities and 6 percent in mortgage-backed securities.

      In addition to the qualified defined benefit plans, the company provides eligible employees the opportunity to participate in defined contribution savings plans, which permit contributions on both a pretax and after-tax basis. Generally, salaried employees and certain hourly employees are eligible to participate upon commencement of employment with the company. Under most plans, the employee may contribute to various investment alternatives, including investment in the company’s common stock. In certain of the plans, the company matches a portion of the employees’ contributions with contributions to a fund, which invests in the company’s common stock. The company’s contributions to the defined contribution plans amounted to $57, $46 and $40 in 2000, 1999 and 1998, respectively. Approximately 15 million shares of the company’s common stock were held by the defined contribution plans at both December 31, 2000 and 1999.

      The company also sponsors several unfunded non-qualified supplemental executive plans, which provide participants with additional benefits, including any excess of such benefits over limits imposed on qualified plans by federal law. The recorded liability and expense related to these plans are not material to the company’s results of operations and financial condition.

Other Postretirement Benefits

The company maintains plans providing postretirement health care coverage for many of its current and former employees and postretirement life insurance benefits for certain retirees. These benefits vary by employment status, age, service and salary level at retirement. The coverage provided and the extent to which the retirees share in the cost of the program vary throughout the company. Both health and life insurance benefits are provided only to those employees who retire directly from the service of the company and not to those who terminate service/seniority prior to eligibility for retirement.

      The company maintains several Voluntary Employee’s Beneficiary Association (VEBA) trusts for certain of its plans. It is the company’s policy to

GENERAL DYNAMICS 2000 ANNUAL REPORT 47

fund the VEBAs in accordance with existing federal income tax regulations. For non-funded plans, claims are paid as received. At December 31, 2000, the majority of the VEBA trusts’ assets were invested in diversified U.S. common stocks, U.S. fixed income securities and bank notes.

      The health care cost trend rates are assumed to decline gradually to 4.75 percent for post-65 and pre-65 claim groups, in the year 2002 and thereafter over the projected payout period of the benefits. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	1-Percentage-		1-Percentage-
	Point Increase		Point Decrease
Effect on total of service and interest cost components	$	5	$	(5	)
Effect on accumulated postretirement benefit obligation	$	60	$	(54	)

      The company’s contractual arrangements with the U.S. government provide for the recovery of contributions to a VEBA, and for non-funded plans, for costs based on claims paid. The net periodic postretirement benefit cost exceeds the company’s cost currently allocable to contracts. To the extent the company has contracts with profits in backlog sufficient to recover the excess cost, the company defers the charge in contracts in process until such time that the cost is allocable to contracts.

48 GENERAL DYNAMICS 2000 ANNUAL REPORT

S. BUSINESS GROUP INFORMATION

Management has chosen to organize and measure its business groups in accordance with several factors, including a combination of the nature of products and services offered and the class of customer for the company’s products. Operating groups are aggregated for reporting purposes consistent with these criteria. Management measures its groups’ profit based primarily on operating earnings. As such, net interest, other income items and income taxes have not been allocated to the company’s business groups. For a further description of the company’s business groups, see Management’s Discussion and Analysis of the Results of Operations and Financial Condition.

      Summary financial information for each of the company’s business groups follows:

	Net Sales						Operating Earnings						Sales to U.S. Government
	2000		1999		1998		2000		1999		1998		2000		1999		1998
Marine Systems	$	3,413	$	3,088	$	2,529	$	324	$	328	$	276	$	3,360	$	3,054	$	2,519
Aerospace		3,029		2,909		2,428		592		482		373		130		138		135
Information Systems &    Technology		2,388		1,422		933		221		127		69		1,606		833		477
Combat Systems		1,273		1,290		1,272		156		155		166		1,081		1,178		1,165
Other*		253		250		236		36		111		34		–		–		–
	$	10,356	$	8,959	$	7,398	$	1,329	$	1,203	$	918	$	6,177	$	5,203	$	4,296

													Depreciation,
	Identifiable Assets						Capital Expenditures						Depletion and Amortization
	2000		1999		1998		2000		1999		1998		2000		1999		1998
Marine Systems	$	1,613	$	1,431	$	1,250	$	132	$	101	$	78	$	52	$	51	$	35
Aerospace		1,710		1,757		1,537		29		29		28		39		38		35
Information Systems &    Technology		2,340		2,418		1,250		71		25		16		85		54		45
Combat Systems		1,054		938		922		14		12		18		26		27		27
Other*		317		373		406		25		20		16		17		17		15
Corporate**		953		857		831		17		10		30		7		6		4
	$	7,987	$	7,774	$	6,196	$	288	$	197	$	186	$	226	$	193	$	161

*	Other includes the results of the company’s coal, aggregates and finance operations, as well as the operating results of the company’s commercial pension plans, including Gulfstream’s merged plans post-acquisition, as further described in Note R. Operating earnings for 1999 include a non-recurring gain of $126 related to the commercial pension plan merger, as further described in Note R.
**	Corporate identifiable assets include cash and equivalents from domestic operations, deferred taxes, real estate held for development and net prepaid pension cost related to the company’s commercial pension plans.

GENERAL DYNAMICS 2000 ANNUAL REPORT 49

      The following table presents revenues by geographic area of the location of the company’s customers:

Year Ended December 31		2000		1999		1998
North America:
	United States	$	9,386	$	7,991	$	6,386
	Canada		153		188		195
	Other		38		41		95
	Total North America		9,577		8,220		6,676
Africa/Middle East			229		325		173
Europe			190		261		191
Asia/Pacific			275		84		270
Latin America			67		58		49
Other			18		11		39
	Total	$	10,356	$	8,959	$	7,398

T. QUARTERLY DATA (UNAUDITED)

												Common Stock
								Net Earnings				Market Price
								Per Share(a)				Range
		Net		Operating		Net										Dividends
		Sales		Earnings		Earnings		Basic		Diluted		High		Low		Declared
2000
	4th Quarter	$	2,691	$	351	$	219	$	1.10	$	1.09	$	79	$	58 3/4	$	.26
	3rd Quarter		2,502		337		294		1.48		1.47		64 15/16		51 7/8		.26
	2nd Quarter		2,617		335		204		1.02		1.01		61 3/16		48		.26
	1st Quarter		2,546		306		184		.92		.91		57 9/16		36 1/4		.26
1999
	4th Quarter	$	2,655	$	328	$	198	$	.99	$	.98	$	63	$	46 3/16	$	.24
	3rd Quarter		2,215		355		184		.92		.91		70 15/16		59 3/16		.24
	2nd Quarter		2,087		279		175		.88		.86		75 7/16		62 15/16		.24
	1st Quarter		2,002		241		323		1.62		1.60		64 15/16		53		.24

Note:	Quarterly data is based on a 13 week period.
(a)		The sum of the earnings per share for the four quarters in both years differs from the annual earnings per share due to the required method of computing the weighted average number of shares in interim periods.

50 GENERAL DYNAMICS 2000 ANNUAL REPORT

STATEMENT OF FINANCIAL RESPONSIBILITY

To the Shareholders of General Dynamics Corporation:

The management of General Dynamics Corporation is responsible for the consolidated financial statements and all related financial information contained in this report. The financial statements, which include amounts based on estimates and judgments, have been prepared in accordance with accounting principles generally accepted in the United States applied on a consistent basis.

      The company maintains a system of internal accounting controls designed and intended to provide reasonable assurance that assets are safeguarded, that transactions are executed and recorded in accordance with management’s authorization and that accountability for assets is maintained. An environment that establishes an appropriate level of control consciousness is maintained and monitored by management. An important element of the monitoring process is an internal audit program that independently assesses the effectiveness of the control environment.

      The Audit and Corporate Responsibility Committee of the board of directors, which is composed of four outside directors, meets periodically and, when appropriate, separately with the independent public accountants, management and internal audit to review the activities of each.

      The financial statements have been audited by Arthur Andersen LLP, independent public accountants, whose report follows.

Michael J. Mancuso
Senior Vice President and Chief Financial Officer
John W. Schwartz
Vice President and Controller

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To General Dynamics Corporation:

We have audited the accompanying Consolidated Balance Sheets of General Dynamics Corporation (a Delaware corporation) and subsidiaries as of December 31, 2000 and 1999, and the related Consolidated Statements of Earnings, Shareholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Gulfstream Aerospace Corporation for the year ended December 31, 1998, a company acquired during 1999 in a transaction accounted for as a pooling of interests, as discussed in Note B. Such statements are included in the consolidated financial statements of General Dynamics Corporation and reflect total revenues of 33 percent in 1998, of the related consolidated totals. These statements were audited by other auditors whose report has been furnished to us for 1998, and in our opinion, insofar as it relates to amounts included for Gulfstream Aerospace Corporation, is based solely upon the report of the other auditors.

      We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

      In our opinion, based on our audits and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of General Dynamics Corporation and subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

Vienna, Virginia
January 26, 2001
ARTHUR ANDERSEN LLP

GENERAL DYNAMICS 2000 ANNUAL REPORT 51

SELECTED FINANCIAL DATA (UNAUDITED)

The following table presents summary selected historical financial data derived from the audited Consolidated Financial Statements and other information of the company for each of the five years presented. The following information should be read in conjunction with Management’s Discussion and Analysis of the Results of Operations and Financial Condition and the audited Consolidated Financial Statements and related Notes thereto.

(Dollars and shares in millions, except per
share and employee amounts)		2000			1999			1998			1997		1996
Summary of Operations
Net sales		$	10,356		$	8,959		$	7,398		$	5,966	$	4,645
Operating costs and expenses			9,027			7,756			6,480			5,290		4,240
Interest (expense) income, net			(60	)		(34	)		(17	)		16		51
Provision for income taxes			361			246			315			130		140
Net earnings			901			880			589			559		317
Earnings per share:
	Basic		4.51			4.40			2.95			2.80		1.58
	Diluted		4.48			4.36			2.91			2.73		1.54
Cash dividends per common stock share			1.04			.96			.88			.82		.82
Sales per employee (adjusted for business acquisitions)			239,000			227,500			208,600			191,700		164,100
Financial Position at December 31
Cash and equivalents and marketable securities		$	177		$	270		$	303		$	774	$	1,162
Property, plant and equipment, net			1,294			1,169			901			770		616
Total assets			7,987			7,774			6,196			5,583		4,625
Short- and long-term debt			502			1,022			530			645		438
Finance operations short- and long-term debt			63			81			140			118		135
Shareholders’ equity			3,820			3,170			2,407			2,008		1,525
Book value per share			19.05			15.77			12.08			10.02		7.62
Other Information at December 31
Funded backlog		$	14,442		$	11,951		$	10,841		$	9,699	$	9,288
Total backlog			19,742			19,916			19,332			12,531		13,504
Shares outstanding			200.5			201.0			199.3			200.3		200.1
Weighted average shares outstanding:
	Basic		199.8			200.0			199.5			199.8		200.2
	Diluted		201.3			202.1			202.2			204.5		205.5
Active employees			43,300			43,400			38,440			34,800		28,300

52 GENERAL DYNAMICS 2000 ANNUAL REPORT EX-21 7 w46524ex21.txt SUBSIDIARIES 1 EXHIBIT 21, ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 1-3671 GENERAL DYNAMICS CORPORATION SUBSIDIARIES AS OF MARCH 15, 2001

Subsidiaries of General Dynamics Place of Percent of Corporation (Parent and Registrant) Incorporation Voting Power - ---------------------------------- ------------- ------------ American Overseas Marine Corporation ..............................................Delaware..............................100 Quincy Maritime Corporation I................................................Delaware..............................100 Quincy Maritime Corporation II...............................................Delaware..............................100 Quincy Maritime Corporation III..............................................Delaware..............................100 Water Transportation Alternatives, Inc.......................................Delaware..............................100 Bath Iron Works Corporation .......................................................Maine.................................100 BIW-LLTF LLC.................................................................Maine.................................100 CD Plus S.A.R.L....................................................................France................................100 Computer Systems & Communications Corporation .....................................Delaware..............................100 Concord I Maritime Corporation ....................................................Delaware..............................100 Braintree I Maritime Corp....................................................Delaware..............................100 Concord II Maritime Corporation ...................................................Delaware..............................100 Braintree II Maritime Corp...................................................Delaware..............................100 Concord III Maritime Corporation ..................................................Delaware..............................100 Braintree III Maritime Corp..................................................Delaware..............................100 Concord IV Maritime Corporation ...................................................Delaware..............................100 Braintree IV Maritime Corp. .................................................Delaware..............................100 Concord V Maritime Corporation ....................................................Delaware..............................100 Braintree V Maritime Corp....................................................Delaware..............................100 Convair Aircraft Corporation ......................................................Delaware..............................100 Convair Corporation ...............................................................Delaware..............................100 Elco Company, The..................................................................New Jersey............................100 Electric Boat Corporation..........................................................Delaware..............................100 EB Groton Engineering, Inc...................................................Delaware..............................100 EB Groton Operations, Inc....................................................Delaware..............................100 EB Newport Engineering, Inc..................................................Delaware..............................100 EB Quonset Point Operations, Inc.............................................Delaware..............................100 Electro Dynamic Corporation..................................................Delaware..............................100 General Dynamics Power Technology, Inc.......................................Delaware..............................100 Electrocom, Inc....................................................................Delaware..............................100 GDIC Corp..........................................................................Delaware..............................100 Computing Devices Canada Ltd.................................................Canada................................100 CDC Systems U.K. Limited................................................England and Wales.....................100 Computing Devices (Thailand) Limited....................................Thailand..............................100 Proto Metalworks Ltd....................................................Canada................................100 Computing Devices Company Limited............................................United Kingdom........................100 Computing Devices Hastings Limited......................................United Kingdom........................100 Computing Devices Eastbourne Limited....................................United Kingdom........................100 GCC Beteiligungsverwal Tungs GMBH............................................Austria...............................100 It International Telecom Holdings Inc........................................Canada................................100 It International Telecom Inc............................................Canada................................100 It International Telecom Limted.........................................England and Wales.....................100 It International Telecom Marine Inc.....................................Canada................................100 It International Telecom Maritimes Inc..................................Canada................................100

2 EXHIBIT 21, ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 1-3671 PAGE 2 GENERAL DYNAMICS CORPORATION SUBSIDIARIES AS OF MARCH 15, 2001

Subsidiaries of General Dynamics Place of Percent of Corporation (Parent and Registrant) Incorporation Voting Power - ---------------------------------- ------------- ------------ General Dynamics Advanced Technology Systems, Inc..................................Delaware..............................100 It International Telecom USA, Inc............................................Delaware..............................100 General Dynamics Armament Systems, Inc.............................................Delaware..............................100 General Dynamics Ordnance Systems, Inc.......................................Delaware..............................100 General Dynamics (C.I.) Limited..............................................Cayman Islands........................100 General Dynamics Defense Systems, Inc..............................................Delaware..............................100 General Dynamics Creative Concepts, Inc......................................Delaware..............................100 General Dynamics Devcor, Inc.................................................Delaware..............................100 General Dynamics Foreign Sales Corporation ........................................Virgin Islands........................100 General Dynamics Government Systems Corporation....................................Delaware..............................100 General Dynamics Government Systems Overseas Corporation.....................Delaware..............................100 General Dynamics Overseas Systems and Services Corporation...................Delaware..............................100 General Dynamics Federal Services Corporation................................California............................100 General Dynamics Interactive Corporation.....................................Delaware..............................100 Page International Holdings, Inc.............................................Delaware..............................100 Page Europa SpA.........................................................Italy.................................100 General Dynamics Information Systems, Inc..........................................Delaware..............................100 General Dynamics International Corporation ........................................Delaware..............................100 General Dynamics Land Systems Inc. ................................................Delaware..............................100 AV Technology, LLC...........................................................Maryland..............................100 General Dynamics Land Systems Customer Service & Support Company....................................................................Texas.................................100 General Dynamics Support Services Company ..............................Delaware..............................100 Global Support Services Company.........................................Cayman Islands........................100 General Dynamics Land Systems International, Inc. ...........................Delaware..............................100 General Dynamics Robotic Systems, Inc. ......................................Delaware..............................100 G.T. Devices, Inc............................................................Maryland..............................100 General Dynamics Limited ..........................................................United Kingdom........................100 General Dynamics Manufacturing Limited ............................................Canada................................100 General Dynamics Marine Services, Inc..............................................Delaware..............................100 General Dynamics Ordnance and Tactical Systems.....................................Virginia..............................100 General Dynamics Properties, Inc...................................................Delaware..............................100 General Dynamics Shared Resources, Inc.............................................Delaware..............................100

3 EXHIBIT 21, ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 1-3671 PAGE 3 GENERAL DYNAMICS CORPORATION SUBSIDIARIES AS OF MARCH 15, 2001

Subsidiaries of General Dynamics Place of Percent of Corporation (Parent and Registrant) Incorporation Voting Power - ---------------------------------- ------------- ------------ Gulfstream Aerospace Corporation...................................................Delaware..............................100 Gulfstream Aerospace Corporation.............................................California............................100 Gulfstream Aerospace Corporation.............................................Oklahoma..............................100 Gulfstream Aerospace Corporation.............................................Georgia...............................100 Gulfstream Aerospace Corporation of Texas....................................Texas.................................100 Gulfstream Aerospace FSC, Ltd................................................Barbados..............................100 Gulfstream Aerospace (Middle East) Ltd.......................................Cyprus................................100 Gulfstream Aerospace Services Corporation....................................Delaware..............................100 Gulfstream Aircraft Incorporated.............................................Georgia...............................100 Gulfstream Delaware Incorporation............................................Delaware..............................100 Gulfstream Financial Services Corporation....................................Georgia...............................100 Gulfstream International Corporation.........................................Delaware..............................100 Gulfstream Net Jets, Inc.....................................................Georgia...............................100 Interiores Aeros S.A. de C.V.................................................Mexico................................100 Material Service Resources Company.................................................Delaware..............................100 Freeman Energy Coal Sales Corporation........................................Delaware..............................100 Capital Fuels Sales Corporation..............................................Delaware..............................100 Capital Resources Development Company........................................Delaware..............................100 Material Service Corporation.................................................Delaware..............................100 Material Service Foundation.............................................Illinois..............................100 MLRB, Inc...............................................................Illinois..............................100 Mineral and Land Resources Corporation..................................Delaware..............................100 Thornton Quarries Corporation...........................................Illinois..............................100 Century Mineral Resources, Inc...............................................Illinois..............................100 Freeman Energy Corporation...................................................Delaware..............................100 Freeman Resources, Inc..................................................Illinois..............................100 Freeman United Coal Mining Company......................................Delaware..............................100 Walker Creek Resource Company...........................................Delaware..............................100 NASSCO Holdings Incorporated.......................................................Delaware..............................100 International Manufacturing Technologies, Inc................................California............................100 Technologias Internacionales de Manufactura S.A. de C.V. ....................Mexico................................100 National Steel and Shipbuilding Company......................................Nevada................................100 Patriot I Shipping Corp. ..........................................................Delaware..............................100 Patriot II Shipping Corp. .........................................................Delaware..............................100 Patriot IV Shipping Corp. .........................................................Delaware..............................100

EX-23.1 8 w46524ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1, ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 1-3671 GENERAL DYNAMICS CORPORATION CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report incorporated by reference into this Form 10-K for the year ended December 31, 2000, into the company's previously filed Registration Statements File Numbers 33-23448, 2-23904, 2-23032, 2-28952, 2-50980, 2-24270, 33-42799, 33-80213 and 33-81051. /s/ ARTHUR ANDERSEN LLP ----------------------- ARTHUR ANDERSEN LLP Vienna, Virginia March 29, 2001 EX-23.2 9 w46524ex23-2.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2, ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 1-3671 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-80213 on Form S-4 and Registration Statement No. 333-81051 on Form S-3 of General Dynamics Corporation of our report with respect to the consolidated financial statements of Gulfstream Aerospace Corporation for the year ended December 31, 1998, dated February 1, 1999 (March 1, 1999 as to Note 16), appearing in this Annual Report on Form 10-K of General Dynamics Corporation for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP - ------------------------- DELOITTE & TOUCHE LLP Atlanta, Georgia March 28, 2001 EX-24 10 w46524ex24.txt POWER OF ATTORNEY OF THE BOARD OF DIRECTORS 1 GENERAL DYNAMICS CORPORATION EXHIBIT 24 COMMISSION FILE NUMBER 1-3671 POWER OF ATTORNEY IRS NO. 13-1673581 ----------- REPORTS ON FORM -------------- 10-K AND 10-Q POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and/or Officers of GENERAL DYNAMICS CORPORATION, a Delaware corporation, hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO, DAVID A. SAVNER, and his true and lawful attorney and agent, in the name and on behalf of the under-signed, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Corporation to comply with the Securities Act of 1933, and the Exchange Act of 1934, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the Commission) in respect thereof, in connection with annual reports to the Commission on Form 10-K, quarterly reports on Form 10-Q, and other reports as required by General Dynamics Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Corporation to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 7th day of February 2001. /s/ Julius W. Becton, Jr. /s/ George A. Joulwan - ------------------------------ ------------------------------------ Julius W. Becton, Jr. George A. Joulwan /s/ Nicholas D. Chabraja /s/ Paul G. Kaminski - ------------------------------ ------------------------------------ Nicholas D. Chabraja Paul G. Kaminski /s/ James S. Crown /s/ James R. Mellor - ------------------------------ ------------------------------------ James S. Crown James R. Mellor /s/ Lester Crown /s/ Carl E. Mundy, Jr. - ------------------------------ ------------------------------------ Lester Crown Carl E. Mundy, Jr. /s/ Charles H. Goodman /s/ Carlisle A.H. Trost - ------------------------------ ------------------------------------ Charles H. Goodman Carlisle A.H. Trost EX-99.1 11 w46524ex99-1.txt INDEPENDENT AUDITORS' REPORT- DELOITTE & TOUCHE 1 EXHIBIT 99.1, ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 1-3671 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders of Gulfstream Aerospace Corporation: We have audited the consolidated statements of income, stockholders' equity, and cash flows for the year ended December 31, 1998 of Gulfstream Aerospace Corporation and subsidiaries (none of which are presented herein). These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the Gulfstream Aerospace Corporation and subsidiaries' results of operations and their cash flows for the year ended December 31, 1998, in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP - ------------------------- DELOITTE & TOUCHE LLP Atlanta, Georgia February 1, 1999 (March 1, 1999 as to Note 16) GRAPHIC 12 w46524pi5-178.gif begin 775 pi5-178.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!PA>`/]%8T:PH,%_ M&0`H7,@0(3UF_R)&C*8N`T)P"O1(1"4@F$6+UB@0^H=*P2V$*/]94\!$P$F4 J%B/^`1!%XL>('#-EC'BSY,F0(S]& GRAPHIC 13 w46524pi5-110.gif begin 775 pi5-110.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end GRAPHIC 14 w46524w4652403.gif begin 775 w4652403.gif M1TE&.#EA:P$(`>8``$%!2%M;9$Y.5BWR)"0G8.#CW9V@=?7Z`T-#MK:ZMW=[-_?[>+B[^7E\.CH\NOK].[N]?'Q M]_3T^?;V^N?GZ_GY_/?W^OS\_>SL[>[O]IJAR,3(WWB"MH"*NXF2OY&9Q**I MS:NQT;.YUKS!V\S0Y-78Z/+S^-W@[>;H\:&MSLG0X]?H MJ:JKK*VNK["QLK.TM;:WN+FZN[R]OK_`P<+#Q,7&Q$,]RC%#@S(]S4;),H-` M.3@ZT3U`@LD]U=_2RN/..C@YU(+6V-&&R3@XT(-!\H+/+D9`XSWI^S."+K81 MZA%$7#I]XZC1BZ:/FY&`Z8Y)G%A(!@T;.&C4T$8CG<5P0&C$0R=(I#T:-,)E M/(D17K>+/73$4">R!TE#,VK4X,%#Y[]\-&8*NF%#4$9X.!QJQ&&#!@]!-FK, MH\'MHU&1\+B%%-I4JI$@5"F*I6@5;+@>'4^JI(&/D$DC%O\UXEL)-V4AM`4) M96R+Z`:-GS/>NG@[Q.E50V_]"N*1UH@.MG77%BJ9A5M/T: M6S62(VBAMQ8??Z,[>E`,&CKXDC:-J+`.0J7;YC;R^B==MS@>VBAJ)/!3(S4J M1SY<:'C=D-QPW.A,W3-*E,>-@%8K*.?%O$90I]11PP7KZW8?^JT1KGB-[X=: M:V\,W0C301FO#UIJX\9/(\Y9Y-!H^:$TR&/)2&688=4UZ$MJSS"XW7+=/$9# M7N)!D])Y.L@@0SL!O9?=$!:"YTQZ@DPX6`Z#99>1AQ'!I!-?C,W`6%L$=N1A M-52Y))U%)CHHY"T$>C6A?,6]E:'_8S4H1J$A+C152&#!(3;=($X*4EIO^-&` M6'!;#6*<#GF+%;)4`-Q8"E76E[1!*;3H(%&%Q9U]D!(R7%I@T7#EFZ#*$A=*-43D MUPVG#M(#1CJEL^1\?XYJ(%PU,$7;JCBT>H@+IYXJVV`,7G5=.&\]]A]CD%U: M((H6`H1=J-#"X@*,$$O`MC--UV`R]`.P[R;7?4MC-$O?;(T&:T!!=L\,$()ZSPP@PW[/##$$L\\X\]^SSST`'+?301!=M]-%()ZWTTDPW[?334$^<87 M'/$5P@4^J('C7+`#ICAN@-*QH?IJ$)M"B&^`/\B!-1!C(@'^*0?H$\0``V,4 MX(GO>]/+81)="#T=.+!K,S!'#;HFA.1$$",W,!\).\&KW,4/0"`LB@Z`)P0U MCE!?@MA!97YP&QW<\$]K!$@WDD@('Q2E>R_!09!(@P.^O"\D`9S>``O3#!MP MXXG2ZUH>'\+"0WPO@:3AA@C(!F>K@V! MEA$4HWWZDTH@W&V30&!*7G[9/E`RS([>'&,.>AC.H,U$HZE#7(!$'30E)GZ]*M8,6-(_\DJ*I!`B2,TX0@?(T(VJTI6LM9@!T.%F$D3X82V/@&LEDB" M()20""BTU0F'^*K'AK`#/Y7UKU5-"L76B@B\&N$(AC4"706!A"1P50EP/8)< MYWJ$(T"!KERE+"$,FP0F,):K2+CL9S\[6<7"-0EP19@02@/8UI85?1Y%&&$/ MD=@F&`$)3U#"$[A*A24\(;=0N&UN;>L$):!6M'@]0FX7*XC:&F$)35C"$D)+ M5^A*UPA1B"YQC6L$)T`WLP43PK)<2UZJRC"V!9NM(1*+5[UZM;N*I6M[EZ"$ MX#+!L_"%KUX+P5XC+/<)^?UO?O%Z7T%<5@F)A99XR\O@OYZW8>KE[_\@`.Q> MXL87OL55PF*3@%?#MC>U@S`L$FR[7+D:ML0#%@2'C7!@\()J"*QML(S-^L:$ M17BS2EB"$^2*6]UR%:\:AF^/EZ!8Z!HANO"U;)`GK`0F.`<`VR8:,LW^86 MF;C2=?&0B+"#&7OYKYM,&$??A@@D*$'+S.5J96\KB"-`]K;,Q>P@SDR()+QY M$&9F+)X7FUG0,C<)I773!K],Z++F`']/S<0S"\UH&B=Z$S_P:Z,GO50<(/K1 MD#`/I3=MWAIC^A%=Y+2HIYH#(GSZ$:(\&B<] MG;6N?2JZ6P=0TKL.MDE+[6N@"/O8,KT!>C__>D!D.]NDM?RTA9Y-;::Z&J/3 MKK:V-7+MBF9[V]JN0;+L;"%<[6-BO2+!N?E^1 M:EV'YSH[,/K?!\.^_QLT^]YU.T;4I4[;$!\9K.\%N_HZ20V.A4,P7Y\75+,QB++[D@*`QY M"TNYNZ17L>KU^W#_2ICSO_\\?$G?!`V[N?2GQ_"/]\X*$PH[:XNF0>^0^@,@ MS&"<5ARZN=-'C-P7-L<[YOK5)2_DW!(YQ[9%UT]GL%_9PBH-\6<\N M>>U$UF&I1WVK$&/"YA\7T4:QX2=^X4`Y41@%AQG%\`(46($OD`AFAF9X=EA@ ME5DU!V=S]G**%7!B-W,<^'*@I6=K-H(GJ&(\1EDIV`KPAFR#T3@HL6`H@?\X M./`^$7@1]&90UG=LYA`$!Z1LXP2!&A$2&R$_/4@#O590!AAL.X`XUX$^?74= M2(02=U-[[(9N^M0I31B&Z)%O`44$N2:&:!AR_M1W:(B&B0=0?=*&<@@;`E5N M<]B$EY9/2'B':'A[^"1^?-B#3Y=/K!>(?>A/46B(83B(]K2'BBB&?CA/=OB( M/9B'\@0LE-B&!V=/;)B)8NAN['2&GAB&Y$=/8#B*8D@A4M6`%N)B+5I`(^%4(Q?<(<-6+C9!@S=56HR",02<)F$B+8KB)MZ"+ MN:A[QS<)Q.@(Q'AUJU"-9\.,<@B*K0"-N%AR2A#_!4X`8&CG64GP!$T@5Q5G M9N0(8$;@9`#&!&D'7TS@=IY5CDY`=N68CX1P!,AXCTW@65#P!%#0!$X`!6`U M!0F)D`"F7/+7?$C05B:F6`D)5MHHB]S8AK:&"^"XBU.78_FG<7@%CR*Y9$D0 M7"FF?T^V=[I%?6)'DL9G?$%FC@$8C]/7D@DF8LU'@(^PC!O9A(?RC.`HCG25 M?';E!/YX8[_7BOKG>-[5DQG)"#,8E$WHC:OP MD49Y8?"XCFQF6$$6>DQP!%*P>U;V5LIU>4B`!%%`@-YU6+M765,)>E6&E9XU M??%(5QAI?+GEDQHIEF+8_Y&VP(IWE0B8!5I5CW M!5:+99@#^9F%@&!D!Y!O*7`"MYF3R9H(9IK/E7Y'65R9.0E)W@ MQHCHU''<&6^ER)SA67#/:4Z!49[W%HGA=(KJN6[N-)SON6WNU&7SR6[>64[( M>9_.EI_'R9_*V4X`NF[C>4X#.GZW8`$*NJ`6X(J1$&BO<*#@]H2S0``6>J$$ MP(N'\(N.$(R00(Q)":'-E7&MX(@2ZFSLR0H8>J'2N%F5\)6*4)7^57PPF@K1 M>?^BQY:BJ["B%BJ.[ZA84H".ZLB.%C>.Y7B91TJ/52:0^5AQ_/@$2[EY`!F/ M^PB004JE>L60ZV=QW:64H'"C.!IL.JH*/)JA(?E^GJ=_)HFF*J:24(EAASE7 M?^FB5GE8%I9D)#:7'>A92R"BF0"F8:IK8YH*97J62-E62]F6D.64*UFGRR>5 M>CE71"8%;>5YE%I<*:9<=I:4L6@)@#J'9]4XHCJJI%JJIGJJJ)JJJKJJI^J8 MLE"H(7F4=)66+\B6LMI9<"F7\$67<]I>=YF75?F2,[IF)U99<9I<(U:7G>JI MF;@#^-!OT!JMTCJMU%JMUGJMV*H""O0E M<*HIFCOG54P@F\586EZE5XLUK^PJ<&['6%[Z"9\JAH`([L`1;L`9[ ML`A+`OZV3OW:@SNH`1C06"*0L!1;L19[L0NK3@U[;X[4`11``4<0!2%PL21; MLB:[@`#`KLU:`!"9P MLT1;M".W`CH;AH>6`0]@H1'P`5)@!5'0`D9;M46+M.R4F^#VL!)PH0_P`5"` MBTR0`E9;MC6+M>NTG]76L12`H0JP`6%K!57@`69;MR5[@>RDML[6LB_KMG"; MBT\0L'8[N!2+M^MDG^OFK!;@_[-^RP2ZF`0G0+B2>[`>T$[R^6R'A@%-RZ,9 MX+BY.`4P,+FB2[#NM+&SQK5E2@`8X+FYR`0J,+JP.W(GX$[I26T=.P&IJ[I+ M`(Y'4`*Q^[LDD+/N1&TM6P&YJ[I)4`70"`6""[RPB[9YZVR*R[BI2P')"XY* M@`+.&[LM\$[;.6J9N[FY:[W*"XU4,++;"[LA\$[6*6NH>[P$`+)4\)%.0+/I M*[HE`$^UNVJW"[\6*@%',`4?&;1#>[^3F[+MI+6%5KS^Z[1`^Y%2\`(&++K0 MVTYZZV73V\`_*\`#/+83/+F&ZT[MVVCAJ\$P"[8#++<>X+L?3+CRM+^,]KX: MK``=$/^W`\R\+4RX".Q."DQ>_6O"!/"V-CS`D)O#@SL"DKC`/O`!Q@O$0;P! M3I#"N#@%Z&O$=;N^\N2>#9;!3DP`&\"Z*=P$KVO%9FL"]=3#557"7:RZ8)S" MO4O&9JNM]/2]@24$&M"U:\S&4IR+4$"U<%RV,%!/6OQ:0-`!N)O'R%N^>[P$ MVOO'56O&]H3&/L7`B$P`%7"]>VP%Y^O(5EO!\D3'/\7%B$R^F8R+3S`"G%RU M6%Q/,+Q4:ES)%(`$BIS)0IO*1;O#\P2>227#L!S`I8R+$6S+1+'J^S MN-A\H4\;!;_,Q\W[S25;`I6K3T%H4MF@N>=\H0J`PNN,BTDPL>YLLBG03_+) MR^,SW][T%8@Q@I=L@&]AJ3R`]?,HP?PT09@ MH0=PH090`/[[MFV\SD=0P!=ML0R]3R94SM2[HE:```C0``0```(```10``+0 MP)U+T;@XM2U]L7+\3RY@S[EK!1C*U$P=``O@OZLKU+C(R$5=L?`<4!\@OJEK M!0D@`%$]``TP``?@``40U;F+`4I`U9I,MU=-L>',3Q@`OR;M``E```N```L` M``8P``#@`*E[`9@LU*<\NB:@`BO@_\\)9P(L?=@LG`+>+,T%A8+\E$`(H$+HFT,XV&\(!M0''VP`'```! M8*%Y30`,```(<-LKZME4#;K`NP+VVP(C8+\B(,%&0`(M$-DU*[P%U;=EZ@"8 M?:$,8-($<``X_=M',+]L;070/+HGD`(AP-+$O=CE'0(BH`(EP-(GF]4'Q=6( M#,#.3-55\,:PFP(LT-P*=]X)AP(M<`(O(.`M0+8UV[T(I0'8W,S?C8LX#+PC M,,8DX-\*IP(B0-S)_=P+)=UK_+3US=9*H-CXFW`M(.$43@(E0+4J,`(`_M[Q MK%`1D,=/.__$;)W0L,L"+Q`"_)UP*6#@"3<"0YOB`WZR"+Y0'3#3,SS1#5[1 M]FO%SGVR1\U0&>#$!KWDN`C:;TVPLPM13=S`;]L$5C[4?ISE`PO?$$79\*L! M*?W=2^#C9+YX@2Q1'Q#C\#O58:[";SZPQ$Q11WZ\=G[GA9WG41?7#[4!2'ZA M&##8ZSS+X%C$@KYP&7U1ALZCE\SHN5@%3&!G54`%@#:_4*#.`RS+>R(*>`L7^:8K>P4\@[AS\!%$KRTD`[`A=Q7E>ZNI.[Q^)Z?6%BU70 M[E8@!4M`XU90OX\>Y:^F['>.Y62^Y\5V6`3/UE$@P6]>`K#]\&!NY>']UB?P MT@\_5[F^SW/[YNC^\8@`E]_]X%==`@YO\H7%UHY>U!WO\HR0!.2>R:)>U(1. M\^MUT!;=TB(0YSSO"$@0M;\L[.Y<`D@\])*P!/K^D7U\T2GPXDPO"4X0\E5M M[M$L`AY?]9&`6+ENX\*,8 MS(YL`BO0]77O"2_@WCD,X'V?"C"@`H"_4;THP`)4/_B$;_C`6P*)O_B,WPHA MP`(H\.166P(7+O23;PN5;^&83[*:KP(LP/F=WPL>\`(L@.'[%OHHSF_$W0)T 2?_JT7_NV?_NXG_NZ7_>!```[ ` end GRAPHIC 15 w46524w4652404.gif begin 775 w4652404.gif M1TE&.#EA?@%K`=4``/CX^^/D\./D[X^4P:NOT=77Z,?*X.KK\_+S^/'R]UQM MJ(:5OYRIS,G0X]?;J\O___^_O[]_?W\_/S[^_ MOZ^OKY^?GX^/CX"`@']_?W!P<&!@8%!04$!`0#`P,"`@(!`0$``````````` M`````````````````````````````````"P`````?@%K`0`&_T"2<$@L&H_( MI'+);#J?T*AT2JU:K]BL=LOM>K_@L'A,+IO/Z+1ZS6Z[W_"X?$ZOV^]@APB/ M%#GX@$TB&V!^11M[28-&'2&!7B$/%!(<71@=4P\30@^.1QZ)1),4&%,=I8]R M"!<3%!=,D4F3$Q8(4J=%G4JQ112$J5NQ'@]#")Y"(IZ&AB0A"'\B?K9Z),;& M1,;,1`\0F+I"SD(.#QRVHK]#(7_BU\W6R.MZU.G)Z>O`71<4YLCA_;:1VO4B M-*&2`X$A$KVCILW9-Q+SJH7@=6X>-8'XG$0*H4^(APD8-I'@(&'#GPT42*#D M9*$4R@E_?#5[<,%"RF80-DBXN4TG"?]=(DI*V-.!9B@AKM0)X;!APB\*4#F1 M@F!K)8E)&R`X0@`!`P5B)&BARK@%@H$6B+@D()V_2NO`-Y(2S(KI^-8+5[,A-'"R0?1))Y]FK%W3^<2QDI=4'EYO* M)1205TN5<3F%H%#4$4J4E7X>D^L+$PD1'#I>'0M:-FJDI61RV,1+@H79DZ\\ M]*C340<(Y68:`RMJ9VQ20CIL0O!@#P8+'SNG#,C=48B2-55N&L:XE-=JW0\G M;Q(K/0D+&R;:XOS[O>_?2)%&#"_8^;?-1!+H$ME$B2P7(!%U<7"33*KY9I5, M,HG&7C4;/'#_SWQ53,!7=A2$,($G)DH6"T6CG;/4=A[>1E-L*Y&GBP,23'32 M>M3)Y=Y-+4D`(BS$C+.'B5:1E!]..MWTC557"3B31SGM9(0N7VT%T@6>T'+4 M5;[\HM>$Z.BBRX6$R)285V!=@(%:0U:!(WZ$?)25*#+58CP7>2"3'! M`^98-=@W>V%0R9J+]5(29T6-%><1[?B3S1#)F.,',_YH<]%6GB#@QP4CIF/+ M.^#<@^H0#DP4JC/QA!)..,Q0,T\R'0AYFS^3RNF//.8H)=&P140$T5'&:M-0 MIJP>DPURQR943'>]TN'`!*U\R4$#!AT6$@O"4R`SQ M<+KS@L/-=$D@7/&_0S9EL%-:3`S%))(2L><2)WOKU5`S75!2=L:];#)-^8'E M``4@"8&!)@Q7W,$DESWPWELR?V9!*\BT@C0)&%C)\1=^D9`K2ZV<:M,^S>!, MR,TR[PR3;T3_\A%61HCPP'/I[/3'H$XZ@IV;$+-=(0)73[,3P<`8@]],R8#5 M35_H6)S8AOB=UR"THZ#RS&>Q1=*W>)QXXPBI3-^44[Y/;_$-+V?W5+X\5A`G(1W_UD6]00^S8U!$>"1?^1@L>%3A+#C]#EE9Y@81GXE/J` MY>1<%O5AAAF&:1]UKU'US^H#!NSU\7SM! M$.A#MV\%G4B\M(\:\EME57(@."(Y)8'@/3!\+&8#R\]"@([+]8)+GC"+;C9' M/LCYYDPY*`#?Z`(?CA`'0..#V(4Z-_PV"(. M:NE#6N,(FB<(8QM>Q+!"'@1A,T*P%[)X@`,3N0TA%E$-#G"@$0T3&SH(2#`' M)(\('4#>+YSH`-L\<1%$#($5]_#$#N0F4%&$E@6O@!L..(PIQQA$=(C((2>R M*GG)P^(O$'#$[!'_X8-#,$EV]+B67SS1B9I"AP?\F`@UVL*08W0#1YHFQD2" M061;X``&7(8Y1V:N596T)!AX)88@:O*3H`RE*$=)RE*:\I2H3*4J5\G*5KKR ME;",I2QG2((05U*`%1)"!"V8`SQ:T@`8K(($_`7K/AB*A!3)@ MZ`ED$-$AI$`&)'"!"]19`Q-,M*(.#2D14%`#&J1@"#%@*`E:$(.5MI0$_R^` M`4I5BH45G&`(\\3I$-PI!)Z*%`DE@$%"20!/(I3@I"0H00MNJM2;6G*B-4"! M$%(Z!):Z-*DFG:D65``#I*Z`IBK8Z$I3P,\6D/6G2%B!"]))@A30U*U"6"L_ MY6K)=$*4H53U*`IF`-.$JH"O6LU""F1:U2(P%*`I.`%BG8I6(IS@I4*@Z4HC M2X)X`C2>CD2!#&@0`[92]04)=8$,.DN"&="4JEIPP5`G2X3#5A8%EY5J8PV[ M5LJVEK*6?:TF57`$@J;!K+*5K&M58`*`$G>VADVL;0N;T9668*,M8*LS41`# ML4[6!$AEJ`H,2H+M2G:VU%TM;YO;776:E9[G#?_$"W)J`ND2E;'T',()9#L? M^@[AN,B%0DYQ:M_DQ&`&8EW!#.C[6!?PTP0P>.D+7K!4.37@P1".L(0?S+O\ MYA*DE6T!?5UP4QB4H`2/I2<_K_"5!YCXQ"A.L20L[,L61+6J]'VIAJ>Z4A>@ ME@HE5K&.37PO%N.2I?.<,8U7*MN6MD"F*UBM%'*\8Q7WV,>V;($+@DO?\V*4 MQG!-@9*CP.0FH_C)4)XE#&8`V1G+X,,QD,%X2?!2&WNX"EWV,H_#O,LU#Z$$ M5Q9#G.4,9CKCL@3[!<.>O=QG/W-ST$TNM*&UB>@=*WK1V&RTCA\-Z54V0,XZ M;@"),9UB2ECK4Y_2N:CR MC6Y2&]Q48*AZU:W&\:M7#(:O$N$%<#5K6<_J9[@.X07/S:@YI3WB1_Q:U,&> M@JD[+0:5GN"D`%WL8@VM4LR&^[6Q3<6U.9WM)0_;TU,HMU3/G5O,^EG>DXUM MNJT][`>TF\OO[C9.>7MNXAHWT#Y6J5*;"]UHZYK?P_[WR`(>!H!B=Z4MX*UW MN\M=0X]WHVZ]J6)/.G)?]UOB3]CVE\F`7U0C`=>36C>F4>X$E9\8WBXGI?$AK()4LK.[3H5MO-4JM!'2?0F&WT)2,Z;7ONJVD_,%^U1H"U[`5<,/%?&F5+R*^2X+ MBO^ROVX`])'??((9E&`%G:7!/#%?2LVGF/-(\+LOS3E@$[P@!DA500R@G508 M\%X,09T!M!\+`Z>R%*ELAF_FU5YJS_/RJ]$M?@E:>@*9JB"AQ:]^&4`_=.:[ MFNV_K#S&42#3Z:/@!5)]*62[Z?I1,U[4CF>E"FB`@M+O7@@P&/--U0_.]I\8 M]D<@>[_D9NG$82>P44'%9D/F3?[':N_':?$G!;.V4_]L96OF,E_[9%#4A69: M!E"JI59CT(`]0@:PE4Z]UFOJYGW"!GYE\%PHD%#*-E;59B[%]6;;-4_%M69) M1@8B>`8F`(/4%H0I&'$/B&D1"`7F-EF)-6[I,G5KT(-F\&W-I6^Z!7&O!H", MX7QCH%I&AFY5"$Q0:`9))E-4:&^!(()8V`M:2`8%5US=Y82Y%(9FL'`-UW!# M>(5%R&=GH%$WM7$;ARX.,&&"&&$5Q@5R2`8NH&LE5W)W"&QY2&B_)(!@<(BM MIX+:MH:Y)(E+8&=/0(DZ9XGNQH*]I(E)X`(U`'8M,`,R4'ZC)01W9U^>2'6@ M"'"BR$ND>`0G4`-B]6)1I8K_+;4"9P>+_:9*:/B(B1:)F&@$)E!2\S8#,+!1 MQ=52'X9XL2A*Q=A\M;A+MW@$>U4#;C5:5V950D"-PYAV1(B-C8>,V:@$4@9X M[O1BXD@"Y#ALQ#B+$[>.F9B,16![,4`#8;6*@!6/\_AJ]7B.WY>.OK2-1G`" MZZ5.].51%$@$U1A*UWB0\*>."!D&$PE*%;F"&6F+^J@%&_E)'7F)^(A+"ED$ M`K"2+-F2+LF2`"`$(ZE))1F*'ZF-(4D$`["3/-F3/LF3`B"3Y9AW]IAR.4E+ M*:F3/[F4/1F4)#"3EE23M'B3P$=K%>A>Y9*40\"47#D`3@F56@!UN\94#=:( MV&:,_XYF!L6%`M!U5C&(+EHI!%W)E%\YE&1P`KRU471%5V;);F@Y:6IY3F75 M5HI%F'!YE'(YES]9E_0XAT)%;[#UA8`@E?=(E6!P>BX`;EYHAEF)F"2@F(LI ME(U9!M^F99-5;]QG!Y1IE"?I!:YU<`=WF*U9!*#IDXQ)D&)H5U/H<%B)!ZM9 M9D)ZYG,SYE':Y M?`;ID=>92K9'5/'$4^V55.4I"MFIG5[9G*M6D'AHG1"H2GN%>["5BB<@8%)% M71V'%.NIG;?YGN88GQ8YGZED5@K'5["UG]^5G.S9GMPYFO^)5Y3`.9N@9`+. MR%8[2&2516;(=Q7_N9P!*FKP69T%:H2L)%!"8'J1)54F*`,YY:#L.:*<5J)G M*9\HNDHV5EG5)F1Q%:,A6ILTBFDVZIIE`+]>%+H!V/T%`,W!J(6NI4S MZIXD.J`F"IX&JDJ6K8.:6)":!66J-8>J,GBJ2C^*6* M&:9>-J8\5Z;<67!<92BM=)"L8+JLBDJ;NNJL8^!:J-F79'JDDFH& M8B5NAOD(W#JGWFJI2M"L$NJJ#%6'SF6N=XJNQV@&*4!ET,66M$JIH:JL@"J@ M_LI6BYA>P'JND=JO9;!?M=:;>/"N<]FGJ=!/JQ$!NR M!)NQ([NQ36:G18>G*S>IB%JPW7JP5TJ4*3N5*SM*.;N4+WNU1T"O/XNR04NH M7)L1VMH%_UD;FK?:JKDJL^(JBU5;F6.;"K17?U#Z4KK'>^94?%=PMK:YLVK; MLVQ[LI_XMJP)LX$`?;/F;=:74.B'9WM;M"4;N%\[N&&KLCQ+%N)W?K)E?DU* M6C!0MDO`MTWIM\,*N+8ZL]=3LWUWLW8P?_4G95>6?S-P4X/E`O1G!:*[G5`+ MKU++IE1;N59[N9.QHW%5?PA(6![5D%60NSNYM<+;M3Z+L((*O'#[O,"`@>N% M`DJ:5+AG;/,U>8_[M$;KLDB[8TIK=4Q[%JLH'!1]V!JK;>9UZK1G771J%P-8U!7!HMI!KN/]I>KIM"P9K M58"^.FU3\%RU9:KLQ,$9UL!-,,"QQ[I4<'J%9:PM!PCUZ[Q_FP1>*[UCD)\M MT,'1.@4QM0+L!'8\I<.S]KDQ`,)+(,(!2,)3P);N>YJ1R9E\L,*D"[*F:["H M2P4O.(4U+`4P(&3K5V92M:%5(,196,!7D(3LJEQ(0`!F?,9HG,9G?`!"D`%W M\<9P#,<9P`1,G+:EZ\+1.[6N"JWX^G!10'Q",%JD)<@]K%G?%05>K(9@?`4: M%K"._,11JY5U?+]'F[^DZJ_2FRTQ4,?"Y6,#+33RT>`#,+6P$PQRYL3RY9&$"0"R2%,JI$/P&UGS' MV%S.3HS'D@O#8)NE8AO,",%TFS'Z6P'"YVG#=W13#0\`S1 MV\S.DU'379S2-KO2:;#32=?32DUI(WW))3UL)UW4-RW.#PT'34W'63W0>5S0 M\T'4HVS4JXO4_[\,TX;KTPD-KA'MU*!%O]T9EMUXO:U7D]!DR'Q/LF M!8R-R(X]PF0M!<1IVY*IUI=]E(,]SZPMVU!-!@4(W$K\!+D-!7#MRU1P;DO8 MKH5ML)@-JL2LM>6K8VH06LYEAZ+]:E,=UE6MTI!]!2E@=T3VR):-W<3=VFMK MV&R-V"*GR8L]VN9=VE;]TUMP`HPUL:N,O]D]W#$=M5%,!\_=B;L]Q/^];0;R MC03%_<\BC=S''-7DS=<'7;V:'0<13L\??MQXG=QMK=]OW>!?G-YK$.(JR>*Q M/>(7KM<93MH;[M?^#=C:/:43+M`5#N-)&R<+[@31_>!EX.+";.2;C>`S#0Q! M'L(HKL@JSM*O3=A$L.,,/=^1,,.11GM13;MPM'N84CN5*WMDT;>*- M?=Y'_>5EG>-GC>1`G>5"319<'L1/7LIN?@9R;N4>;>:\F^!S<.=*X.6GW09] M+N<13.>';>=JKMML/M9[#N%DSN-,7>E7/N"5+.AR0.A)8.@W+M=P3M>*KIP^ M;KY`_NC0G>>]3.1DD.B8_N>:3K[&_.-#XNG_2`#J'8[5L1[2ES[J-_[4,>ZJ M+LIKJ8K;JL[@D?[8AXX%VZ7`T/[>D1S?O>[2/4[?LST&Q@;:,Q@%N'X$N@[; M7O"]Q>J&*2S<\*WCI2[LMEX&[PN9M^WMR2[DK#[-93ZN^5;%USWMZE[M/#WK MQ)B_MK$SMP+[KIH[M),YRZ!6=FPP%(5\$(R_FL9;*.H_R M!*[R!F[/%M[N,KYJY7WB"N_@#/_J%:]H?N[K%X^V`@\'-2^1]:[1.#\'L+[R MXI[D@;[DJ3#U0W#S__=^!UG_\W_-[AJ/X42OX:OZSBPOZF8OV.L>]&D_]*)6 M]&O.W^C=["N^]%KM]UQ]ZMZ=ZC.^WS5NVJ&.Z(#OVEI/\ER/OU'_!F#?W9N7 MOO].]HO_ZW'/\F@_^+>.\%U>]7&M^(U_]4+0]-8.Z)#O]8\P^1F_>/PZ]AR= M^1(^]X*O8I/B^F)OZ=5,^R#N^R+N\L,^U*"/YT>?XGPOY:4O^V.^_+S/\YO. M^H&@^Z(OW93N_)G^^]@OZ]!/ZY'O!M1__%">_&"^_4ZO_9N_]1+?]6C.Y,5? MZ-7OZF-0]ND.]+>?8F@`X!%961\/!"3AD#A\')%))5)3=#Z)C>54V8!>G?\4 MZI:"]7Z+I59+15*Y7&8T=M!VO^%N@5"[G7:]@O@>/B?5[93POO@*!_RD`I?` M&+]*4E):2%I27B8K&YT4EYHRBQ(WD:P\BP!#!TE3)U=53"1;KPSY_$PW4:'T M9.-H0Y%N8W7[A$![58U+5E933B2757N9C$F(0T>-:Q5_I;U47E!645`DPX&# MY>B@'[2+*'7G=S/I],?MCW/4L#%2NDBMHF:ZJP!9*7#XJD9LQ( M.(-"[QVZ>%_:N8/7:R$1BH>&W6/HR:$95R:?I1N8JJ"B@ZD2VNDXDL0)%"K* MM$"11F>:,I1D1#IJ/YA9E.,V.>2DK_"6TEJ9:!7I**R66I%Q0F MAJ`H(40L&XI%;0T]&]0H&*3VE':5^T6@M*MVLGK:2F7F7$]O]]Y12P]MMJ-K MX4+SN_A)76-WM^3-%'A)7\9N$5,6-!CHGW26WT*F3AWXF+$Y_JV"ER:\".N MH7O,?#R/\8NX.XN>DEVN=$_BEZAF9%T=^;_;OV/)6-MS?"^A1;JG:3X3^BK! MN=,///K8FVF^Y&PS;$`$G0M%P)'X:\2_)-0#H\`'%]1%.:ZZ@T^H#&5!)#\, MI8F0D0E%`=`^$I_P[D/Y_UQLBQ#$4#R"Q1)5LHNZ:P*\<1X/9;SB0`T3G`U$ M0T2,RT=23`2CQ@I)+)'!_;$:$>O20A1BV%/%/! M+<,;L4PPFOSBR2B]N/)--8W$TDHR86.PRS<9B=.+.55\\4V$% M?BBQI%9C!,6"T.KX])25DV"9:%%6]>RLTSZ);'`3Z)!1!B*)OJ1*1TT+#9(T M6,;Q!Z`6A^6P6`)[Y9;+1TEK8:QLLYVJEZK.$Q.F<.>Z28B''D)6U?H,Q05/ M8O\;'5?)TE20]-=7P+I4VC"IY?54OTIPX:M)=H+8)V%-S1?5?;WMM\U_+S,! M!J=4@"IDJ0Q>=UIH-KWB6(;#*;BL2DLU%MXA4D5RU8QCIN]/0.G"]+>$>5QX M28SY0B[9E<7=&%:>L MG&[B[3[]^-F37WUYYDU[O-W(!9?^QMJO.]S5FRUG4V=R>_>^/^`G0UY`\MLS M'FWD-]^>>=^'"#UX[.='/E'#VM0$:#OKW0][^4,@ M;PH&,PV6+!3L>A_X9">^KJ3`)Z0B5=;.AZ\'LH-^H#G@LGASAGEAXE;JZN#) M>I$R**1N*6*8ETD(AL)9H,]TBKK:V(2XAU?ISU?.JA<'-^%!"<%O-?)CB%30 M]8]O4`QO(B1!S5+(0R%8$(:\P:(6TP5%14CQ1%1H M0B1R<7V,8\P96Q%$-0:"C4YR_Z.%X+@-+$:L)SG#7>;PJ$0B%D]]?F+?'X4P MLJC@RGU3!.'_O+B4#+[L97Q\Y!U;R)RU73"!_---#L66*+)%L'P$#*,!M<=* M[KER:UB)):-F>4197HR6]:MDLG;6RDZV\9/Q`Z!^4FG+/(HQ>ZLLHS*=![D& M2FZ%TQ,F,(GY37XY$IF7;!PO_>?,4#XHFA,L8`5?R+4$NFZ9AFQF%9_IGG8: ML8O=5%PNK[G+>LKID%)*9';VJ:]BNA"@\IPG.@M:IX-")Z'A[.<>ZVA)/YYS MH(.***]OD3G>Y%Q#(<`F+DCI1@+O=9<\# M).!=\8Z7O!.XQP3(F][T0B`=$%`O!3I0KH@5P0'OM>]]\9O_7_WNE[_]]:]Z MW:/)+T27P`4V\($1G&`%$]@"_+6`@75H#+I:E<(5MO"%,9QA#6^8PQWV\(=! M'&(1CYC$)3;QB5&<8A6OF,4MSLXH*?6R$V3P-04KP19O/*G2V&0()MCB/PKF MXQ&?(!D1H41-6I",IEA*&O(BP0I:("DH2RH2_&#("V+@@A*4`,O\2$$,7G"N M&)!LGC(D@<,D@>8GIT`%5BX-E$G0,!2L0,[)4/-E4"`#&=#@$330,PGT3`-( M^%D&(H;(P$A@`AGZ,!\0.0&M'KT*QTI#!2B8P0I<$`,5U,`$-5!!EE-``Q0( MNL)G#$>V'#8KXJ1+)]\HR;884X(:_YP`!EKV=`T:!H-:RUI@()9*&E8@CA(P M`P6Z9K(T)&&"9,!`V22`P9F?_.-MG$#48R9!#5I0@TF,.08DL#:%I0+E5+?` M8>+0\JJ%X((5=%O=W1:WM!DF@VY;&]O:;D$,Z`WO#DO%%2LX`3)2`.4;NUF1 M9,'T/P[>[UY+@]J6H'>VMWUO;Y,Y@62FLQ#H?$8S$H%D)+MXK/4\EA>\H-,H MX/3(1]YI&GM8*EM.PUBTG(83E.&*0AAV,FX>YX8QQ`0TH(%.5C"#%]"`!#1X MP:5/4.^%5QSC9'BRT\6]\B:B05)4?SK-_U@#K:/@!#.H01I<4(,9G*#K7Q_Q M%F4U%G&`Q?\56,_'%IT^"9JGG>=C`%D+V!YW<>C;Q7WW^]\!'WC!#Y[PA3?\ MX1&?>,4OGO&-=_SC(1]YR4^>\I6W_.4QGWG-;Y[SG??\YT$?>M&/GO2E-_WI M49]ZU?<]`0%P_>L3L'K9?]@`<3#`%5C``KYGPNW<$(()I.X$%.0^^$\@>R;^ M/?O)UQX.MX<""YZ\],7,X!NPQG@1H+\8%;"@TLJ////?X/PG0-\9)^`^65B0 MC+F;H=)$+L/[5\`"*\>?!0O/O19K4`/)00F=T`1D`FW,`U)\`MCX!LFY@J=,`J[3P-#L`N=$`>? M+=W&4/(*@``,\1`+X`K*H%D0$"Q2X/X04/V$X/C,H!(M,?Z"C0AH#@0;D?TT M,?>^@?Y")9-(\?C6S_SB3PW$!,1B%<1A##P0JX!B1$03<(Q>)_[$5&2`"H#$:&>`*9D#M]&WI7N#^ M&&'WFM$9HU$:K^`%D@$@DL\$0`4-A^#&QF++)`7X!";(9FP(9LQECJT;4>\9 MOS$"IO'YZ*P+`P[XSG$(RDT(3M`24.`<86!6DB'[9B#@1C#@=)#K[%'V\/$; M]W'\Y.P;O&'X\%`*MTC9N@T.0Y`/H<\G1J7W)O+T*A(\6 M^W"+O#`.37(2K3`E2V\EH?$BG2#[9.`A4P`LPI`(RJT$P#`%"DTDFS`.Y:\; M_B'@>#+U1N`#L#(K1^`*@HQ2*''8B,`FRB)2P.(5$^WWSC(M"V;&H$_(JO(M MNR+W0!`NZ;(N[?_R+O$R+_5R+_FR+_WR+P$S,`5S,`FS,`W3T)9.]^IQ)SLR M"L%@!83,4B!S*1CS":P/#+@Q#,(@,P]S,<#0!6@L^]BN)FAR--F2-%%S`R-E M$DU`*3]RQD@N4L(LT4@.-53R.!3/>-S.+?/)EJ3`XO2YJ*-SM*. M!*$/,G%B^)!A/R-R5MH,/U4@!Y\L!+<,"5F@6:#OV1IP.U_#_V8`*C?_$``= MIBA5;0M'=`_9=/B>D@:W*!P&\OX`PAO*``;$,D1E M]`-E5$9'E":;\`3+LSQ'LC$YE#&R#S*M\S^?C,OB$Q=?$0#%$C)O;`1?-,Z: M<&(.=$M;],E:!C>A04Q8I92U'$RT7]<;8 M3CJ!;RWCT2S)\A4[L#7#8C>9$(.%+1N.X$U3,]OV`F MYVS-U',%`F;F/@X=:\(%VC`09Q0&&Q4+L@\92$Y:AXWNC+4TS#%2N.XYP^(K MBO+1MLPAYRP9),(ZM6A+O?(IMR^3:-!E]+-+;2(&2]`$^$%;QX)?T?/WN.Y= M,2X3S2\/\=#'OJ'](H(C:R(5LT]6X@PEV]4O_(_.S@_(IE+1G@SZ*JT\9VY> M8<$`T3!B82!"']'.I"W^;JQB$791NY!%\Y!E:5(@8S#[ZC!"9R5GH4U;@<__ MF!(]'T$;*W-DXU($TT`+WS`<@JUBZ;3ZBLP\67`(EU/)7O8FRK)E;?0IOW!A M(_3)<&X3M6@%=V(&2>I1)`MR)/F0`0D09!^6:B\#-'7O!5KA0A,M:;GTT6*T M_CB08ULF/652..M57L+!RI3M$6TTV`)QS:0,$I!A6]FUT@+5X&#`3,E"7DX5 MXXIM)"M7-+^,Z^2%6['3;SE/49=B]U16=G$W=W67+WDU+':W%R.E=RWV=T4O M#"?WT6[1=)?A$8C,W\@A/&.T-3F3>"L/^KS!!=@,VMA,]Q)0B[168:_W0G%" M6*GW\M16V=*`S:QL"66T.S6P.\O7\\I@1FV"A.2E_1[M*_QMQN;W!-^O%8HU 9?C-O:K]`/06X]`(8"I;U@!FX@1DA"```.P`` ` end GRAPHIC 16 w46524w4652405.gif begin 775 w4652405.gif M1TE&.#EA?`$H`=4``-G9ZN;F\>[N]O+R^/?W^KN\V[./D\(^4P:NO MT<##W-77Z,?*X/+S^/'R]UQMJ(21OD)9G&I\L:"LS=?K_@L'A,+IO/Z+1ZS6Z[W_"X?$ZOV^_XO'[/ M[_O_@(&"@X2%AH>(B8J+C(V.CY"1DFHE*"5$*":3FYR=3R8LH2J72R@T*$0T M+)ZLK:VF+BTS,$RFJ$.JKKJ[D+8D+#0D)BTP+[*?P(\@S?A:T5!6"V#G@@DQ M-4/>/%\D8,#P!3.DS9M<1N++9>)41_^)IE+,$J**X@H2[%KT7(42I].G50@: M+/="!@M_J&)81>>31HMY)$Q"U-2"!@RL4-.J95()128ATD990JK"6:5+;LUQ M.\%BU!`3)AA*7$NX,)D4*E+(H&6XL>,N*5[`:$'JL>7+F#-KWLRYL^?/H$.+ M'DVZ-))U4+@AK6RZ]1X`!F+''B`$E(N^15B;N_4KE&XBJU;R=DW\CH$"R)$+ M`&XD+R;>JZ0E";Z[N'4[QY,76#YD%=\5JURX,''.1=ONYBR6+P&*!=^P;BV% M8K'NI+'K^-%D3\Y="%,A*I!WBPDKQ#?$;2Y(1.`YW66T6X#"J+"")LOD9R$9 M^RG'7'#QH>+_3('._2+$5Q\RZ)^#;E$7BG`7M@A&AMLQMT(^Y:#PS%$YF0`V1%T6)?26 M-N_0I25?0/4UW))H*F)""BB4D^:;BE0R&)QTUFGGG7CFJ>>>?/;IYY^`!BKH MH(3J`H('B"(ZPI8KUG(F>BNQL,)O0X1(7:%+:F#!IIN*`&D3(1:A(E*7%F$I MIFEJRJD%GNX(X*LGT4<">`7..B-'SHPJ(BB4D5`7FR@0*2*5D\X:RIRHMJ8J MIZV2<-M_(KZ`U`H5HL/F+Z`DU!T+V0S1C'-'?O5+D,U4^VBRI"W;_^FGP4'; M:(JA5'.+KC6"UZ@Y,4B$SKP@D(24A$,Q*IS=%1;J#FR34R#"CM2F*?(!F%,#S3=OA/:U.;L"-> M,RN1,,](_1J9]VHE$>^?@YLPDB9T_Q[V7E)"/4)`!F-*$`--E,![)'B!]V+& M&*=1)S#H29%_",<&;%2I!#"0`5PRV)T"Y<,$X7N&I(+5!Q6\X%(-C`F`EF&S M9U`I%"C8G@/A(C812;`WKEK#"7F#06\U$!U#R%%WE%<'%H#,88`1ELE M1`46@>,++N&@/GC_KC,6&080O\*79S2#>N"AU!EB^+XV>BL&,4&%$)&"2#Z\ M@QQL_*(Y4C"3:H`0!8>#(0P$60<0IC%,4ZK:.3[)FQ3/YR2"%-,!"3A8J)O&>%_2"DG$`>E)24D*%"* MJ9^*'N4"A"QLGI^V_`--@7K#!589 MP@G2B+"QQ40FXIKHEC;G4!(\H`$@#:E(1TK2DIJ4I`\`!Q/>V5$J("`!_S"- MJ4QG2M.:VI2F"&BI$!3`TY[Z]*=`#:I0@M3 MU\J&!0SUKGC%ZP+N)->JOE4-<>VK5=^@`,$^50%\-:Q3_YJ&P"JVIG1=0V$? MBU3$VHFR264L&AR+V9A&5@V3[2Q-+5LGT=I4LV?@K&@_FX;0FC:FI*73:VF* M6C.HMK.L18-K9QM;.,UVIK4MPVTQF]LS[/:UO7W3;V4:7#(,E[+%-<-Q39O< M-"TWJE.];ECA,%W15A=-VDU`<\?PW,=&MPS=[?_L=Y<4WO&*H;R*/2\9THO9 M]2JIO=F]KGS'0%_*VI<3Z`O;8$[0`HMDKEWR*P-^NQK>_8JAOX_][R;>$R2Q M79$^693/&19\U@9S5[L2WD3?^+:;=E%0P=IU;QC@:U@'AP'"B@WQ)$8\JAO^ M;<,ISN]R70P&&!M6QI((#HZ$T;"O3`AA$R40CJ^K8C"P6+`\_H*/!0OD2/22 MCJ2*'D*HA`8.P]7#A`6Q31IJ!B\#%LQNF')?JWP=,S<6S6U0LUS9;!TW;Q;. M;)!S6^E<'#NG%L^2%?-E<\Q@[4;9"WI.*Y^)XV?;`AJT@BXMH3MLZ`]?=]&N M:;1P']W:2,MVTE^N=)C_+YU8)NOXMX?N0J+)BNG6:-JYG-:MIWT+ZC.+.LVS M5FZMWWSK..?:NKN^6!NWV.P] MMJ.3#>EE2[K9E'[VJ*-=ZN4V^0M/[FNJN;!JL$J[--1^K[6EB^W[:GO3W.ZT MMS\-[E"+&]?[IG6_;?UO7P><%\W('X`N1S#QK$,\'/U"O%<\;_36FQ7"FF+B MLL4X38!.XO>&=;YE?7!>2`8A-O3;B8^]6S7 MO85V?_7=BC@2"KXBPJ%SI"Z`Z0O*61[R:H_\VB7?!7E<-1>"92WB(!\XKPM. M_^RH>^.;;&@YNE_.WYA?2.Q>2+=<>:X%GVL5Z*-!>Q?4WE:V9\'M686[:.3. M!;JGU>Y8P'M5]1X:OF_![V0%_!4$3U7"@\;P6D`\6!5O!<9#U?&?@7P6)/]5 MRE?!\HYWS_O> M[UX#LW]M[?M^>S#DWO?(3[[N@<_LG#M[QW`XOO*G[WOF?]OYX8;^&Z1O`0Q0 M__N;LCZ_L>]O[;M!^A@0`0>ZGZAE:<`#Z]\4!CS`?D0=7_P")S_!S=\&Z5=` M!!M@`1>@,2$0?Q;``>_W`9L2`B,@@`1H@*N"?[JF=?_"QG5KX'\@H'L5<`&Z M=P$A8`'O)P*KLH&\)X'`1H'(9H%J('T;,`(=P"D;D(&Z!P(!*((BN"DQV'LF M:&PHN&TJF`;,`+Q-X0Z&'RF-7R'5WQ?('T7 M((1$B`$5L"D70(0@\(+=QS%;V(51V'RCIW.OY7E4('T@,`+T9P$;$(`'2'\B M<(<*N"EY.(?5)X6B18619X5>P'W'!P)&"'X1Z(>=!8B;)XA=P'V(^'T[F&T] MB&\_B`:0&(G3-XGV5HDB=XEGD(F:F'R+S>ARST@&T2B-G%**GG`"(H0>BA,AC8-S:?A\J!9] MX(B(XBAS^7,4=>$=EU,?=81BGNATH/B*[PA^\>@*'[<&O'@%OIA5P"@%W_B. M`9D?!6D%!ZE6[OB/U->0^/&051"15)604;"0X&B1;;:-8]>-8^"1T@B2=2:2 MI4>28F"2PXB2?::2ML>2N$>1%:F(F,6(O>B(7."2L0B3C":3Q$>3QF>3FXB3 ME*63!LF36^"3HPB4F2:454B45VB4R@>5KB:56G"#5HE\S=)_78E\6&D:$R`! M9GF6_VB9EFJYEFR9EA3@!EP9EKSWE6S@E)HXEJ5AEY'H`7`IE[Y'EQ?HE\1H M)WJ)B'S9!G'Y>UT)F"LHF+]W)X4)?H?)!HFY*DWX@AR`AYR2`7ZZI!K`9?BXHAT*8 MAQ:0`1[P`69X@!^X`2$``@X0G*=)G'B9+KQ7GS?(E?\D.(#SN7OUF0;W MN2D>$*`6P*%ZJ"D=0(+]V9W@>7[B&7ZJN7LM*(;_)P+J&:$X*(,@6*&Z=Z%H M<)\70*!=F`$:P`$9R`$7@`$:L`$BN`'HJ0%?J`%AB*#A>:(+.AK2IX6*(@F*(=**6U MN0%?:`%#")Q<&(%9RBDV>@89VGV[-W_2R*:AZ*9/"C"\]X9Q")KKQP'TYX&D M*8=T&)L06*-;*IZ$ZH]."J?+EZC9J8E]:@9_&I:9"HV&^A%3!Q>^-"M;IE#> MZ*:A6@:CNI@)BIJ'F@C@$43JXS[_[8,^IGJBL4H&LVJ5I?JJFQH0DU)C*I=# MQBJ>P3H&PVJ4Q5J2IPH0Y$ABV,BLU`JLETJJ8[UJ4\?H1J52KCOFL8A"M-MFO M5?FOP86"P%(FP@QBN=,*PU.>P8`"Q_RBQZZJP;V*QTX>Q7Z"Q[\BQ M/4FQ"\NNB.FF`M.DXGFKH`&RRB>R7D"RX&BR38FR'ZNRE,FR.*L%,DN*G(J: M--L%-CNH`BN8,/L908M\1T6Q"UL3BU6("U@WFU M//N:/INT_WZYM)X!MA:ZKX+IM5>@MM-(GOJZLF[JME8`M\4IMMQ*MR=JMU6` MM^.IMW/;LW5KMG*)MIT!N!K*MG[IMVVHLZDRMO99MBZKH$,[L(PKEXX;C)"+ M)HIK`5J[E91KHAX;N7M+N'UKN&&)N)SQN:&;!5P[BINKD)V;*9*+H:,+EJ7K MN;=[H[E;E[6K)*Z;N:2JNEW)NH*@3)5!8`9V$B?"21-[NF1;N)5KJQ^Q10UC MKAF&O2K7;3O41+O+1:O8Z)O(&0+1&TK.F[K8,[ MO:GKODHK$.]#%@US9#`3(*X*KM([N=1+NB];C##4,-!C):W:IO\%C+L'K+L) M'!)D]JOW:\#YB\"6*[?>R[[$:KQ6";^9,;Q\BZDB;)0DC!DFC+HHK+]G>[F" M^;U7$+Z1.+Y0\+DK?!DMC+\OS,'6Z\'K>\+>FL(VN<.6T<,:_,,4W,&"^\%$ M[*Y&3)%(_!A*+,$;W,1!_,1#[,)%#,.'*\-^2<-68,.(B,-/H,-B+)=D7`5F M#'YH[`1J+,28&\7\.L7_6,6.<<6^.\'`N[NV&\%]G,5_7,%<7,=>+,5@O+IK M')9M3`5O_'UQW`1S?,@S#,+2BL<,V^4@(0G1@1Z'/EE.OA5`6,_`5&$0# M,I`/1N05!",#9@&]J#(S%#0CXE..]1L(0E=%OB(-ES`*P3'`@,`FP$!@ZB`3 M%,$5_;!),Z"NR4)!"2(^B;,""48(>5$LRR#3)A).A``,&$0+*/$/JI`+,F$T MP1$V*U`.)Y&K!;9(A9`7US#4EN`"3#UTTW`(#+$*/[W3J-#35)U"/W,I,U,I M[W`+-30(H:)0A&1M"`SA)A#E+#+0$P%2$3)0#F\-U,+1,^@JT.C@/(:0%^01 M,GMM$>^`3X-``X)]"B GRAPHIC 17 w46524w4652406.gif begin 775 w4652406.gif M1TE&.#EAB@$A`>8```@("QH:'4%!2%M;9$Y.5BWR)"0G8.#CW9V@0T-#MW=[.CH\N[N]?3T^?;V^OGY_/?W^MG9W)J: MG+N]V=W>[!<8(@\0%TM1;H\5IKIV1SK(N6P5!DHV%S MK#Q4F4UDHM?H MJ:JKK*VNK["QLK.TM;:WN+FZN[R]OK_`P<+#Q,7&Q\C)RLO,S<[/T-'2T]35 MUM?8V=K;W-W>W^#AXN/DY>;GZ.GJZ^SM[K<6$O+S$^_V][(4!OO\$8E73@9% MF5*(8*$FH*94@5*H2A6#EA`.>G*E2L!%$/%I)*6/WSY_B!P.$KFH"J@K3$Q. MC*))I2"7&V/"ZN@1Y*$J5!!"B6)2(4J36"I&<:*E)\XF52I280*E"I8F4+(D M9>+$X1.*5)X0>LAP4),K$E6:K/B0"5F".*MHE3I%2U57*(Y- MGE99=.'R*)H90NDL"(M#B"BQ&E(>>?G+Z=U?>ZWLD'M**0'Y#N*K_JO6W_`5 M!3=@!I*5TPG'113,$295H)1X01I+@6(%!-3/-'$ M%DQD8:%C&I*&&A-/+*422H,$%,5T!,WVDDI6.*$75"DRT41F\=5X2#SSR%,/ M(ET9Q-`4=#$EI)`34I935](MY,3_DE29J!:%%A$"I!-^"6*D1$"R5`5TEW%) M59!#GCA(4T@N-*032(+8%U-6,$3%4IY,D1%U-M89"TPPV7*%%GS"N0B?6WEA MYZ"O"$:5+EILT907&2$"Z$B"$BJI.H]Z,5877F@14!-9>-$%?_U=<5<5D5;! MA1<:"G)%ID%-ZFHV6G!11:(([<>I8UAP\2`3?$[AA9:"1N$%%)QB2(475V7Z MZK+5Q%I%%EQH%046L?;7!8F\G@HGJ:AAR)071/7'J[C,EOO,HUMD`86ER/5G MZ2"Q=I'%2X(^NBX4CSYJ[K[+`/I$%U@<*PB@67@[KK`B"GHL0EATD1*R3RC+ M[\3(:.'%_\5W.=$%%UMLT=^_'./;7Z>+RJA%%UMT01"GJ'I,L2\7Q"#SS#*\ M;`A4AH"W")HW`VPS+S&8(/30)"C25*,%_8S(%K-V8:C2M@0]M-!%(P(=4WF" M^!;4A#3!DX-;DI),B`PFHI]Z"(@[UMN66,K(&XIM:&20;2:7G?DO=NO<^S-:^!R_\\,07 M;_SQR">O_/+,-^_\\]!'GTP2/51O?1")/`$>\(I`]9[TS%-O??_UV"-2($-/ M)P)%@2PIXL3WB;P//M3BCU_^36.*OA1T0STY"+:,>1*:S,2VSD&A*NVK"G+: M5A7XS<]<];M>(JS#G;LP80N4`$XB#]Q7!,FG M.,AQ1C)4:=]K%G(@QS&%"J5QR?8LDT)^K;`'][-/>!YCP^I(*2!NVYZ!'B.8T10016614'A-RQ@EM&Y%3&%(1V;1M"E>0H137.`XF ML?&-C[A50(H"$32*Y@K981L*X2@]BG0E3STISNVH@C0^/J\RJL*)9_K&F=`9 M4GI0>)-G(A.%)YBDDB:AS".EEYG2B&[_(*+;W$_6)SJ%I&^3S$L08[2B2:9( MA%B,.24JI1>@6=KREKC,I2YWR^K(3%`BF,(BR.'H``W@4I-4T M0`(&8(`"'``!!"AH2E7J*HZ65*+\H*D!%+``!;1TI`1H*4IYNB^.[H.;3G7J M3IF*#`2-1"04_UE9150Q@JYZ]:M@#:M8QQK6$E#5&4U0R"1!AQ2HJ+$44XNK M7.=*U[KJ[:S,,(]9%&D21L+0%'8-K&#K>CF\'@,ZR-DC)ALI'K@.]K&/+:QA MB]&YIVP*+II#"=H<2`K(>C:PDIVL,<@HNB@AY3U@0L5G5SO7T(J6LK)T!6MG M>]?7#HJVM'6M;7^#V]GJ=E`1B*IPG9J\P*:@MZTU5W"'R]QR%K>N)X#!"88F M@J%]``73-<%ULZL"%!R7KK^UTW*;2UY^/'>N*>``"Z;[`1AT8&@P`,$*0&"" M^,XW!=*%P7?E&MXZC5>?4"TO-,\K5Q6P(`36A8'04K`"$S"8P0Y>@?\'/&"" M"8-7N0DE0`"X*75/`@@[05V@(]@`*5``#!)N`T8[V``PH/.=56$"9 MP\P`IC>-S%C4&9P#"&D!8&H`!A3@FB4>LUU5/+05J`"W_16%!#BZ``AD6:0% MX*8"*DK3?RX`U?KT=$$G6H"<3M0!8?9S`1[_D(`N.U?5R/5LK$,Q:P#/DQ\* M&("N`ZR`!M0TU:_X])?W?%0%`-L`J-:FN<%MO&A_=MJ@J+8]#Q"`D&YSJ`1X M0$L!>N]@PT+@)!Y+-($B-C/_;:G ML`=.7GL@4E4>`@L(0\3943060?7E`&#*"B+C>`G@F0Y74.(-DV#S?.F^L.PO&8L8YG-J';KH'7%!C3` M][[[_>^`#[S@`1^#_[6S/:KW4`R(8&=)EB#%3PS'NUV[W@D72-ZNA9?ZX1%_ M#X/3XO*$=87E03_7S+L"X)LG.+1)3S;1LUZNIF\%ZE-OWM6_WG*NO_W08L^* MV=/>`$1F/>4Y,7K=FX#WJR"!\846?-(/?Q/%USWR5:'\Y3<_1?IOOWZ\M_\2[Q^:"EXM]/B; M8OZO5W];=W^6D'\F``(```/\AP(*EF0<<`*,YEXN%@(PT&!UY7^E`(!R!6$. M=@(0J%TG\%TI<`(?,%@"*'0$6`D&&%_<)6E#@P(AH&)-I@(-A@*'5GJPH/^! M4W,"'1!?)H`"*X`"%!8"#.@!'Q"$',!_=G6")Y>"E&"`*':#*_:"V95>CX9@ M(A!C./@*.OB"(!!C,Q97#4AC6EA73-AP3C@)!EAA`*"$8_B#V26$0K,",``# M91A7&$@*7;A@'<`")8@"ZJ6$;#8TS@T'+!DCW9D%::))K`"CF:(50<_VH,D$O$$L15TRY>(D6"`(K`"`*!B"A8" M?SA=\C4T(4"!F)>#@X6+A&@"(N"'0L,"=VB&[>`U//$_@#,M^@,06I>*N3=7 M:R:%K_9>#E:"*5""2::$=)6'HU")(``#`$!?DN;_@UY0AS&8@),F6/;02F8! M2Y=D23(">:5``_18C_9XC_B8C_J(CS7PC(^5`E+(6MPH"I4H-)3F;N^`1C(T M'6#17/$QYE1;IE*H`E?W7D>"'/%@9EC^YD>;G ME>H'EF(9EEJ9"EQY`E^ZF_Y><@)A7B0.'"9D]J9BFP)C1YIB;0)E+F0.329$\ M<`0\$)$_``04"02HR0,^@)I`,)H\T)H7:9FE@)G(I9F:P)D^*9N]9KI"7KKB0GMF9+8.9%'T)T^(`1($)T[,)I',`01N02C"01' M\`-(8)K2N9++=WS5>:`F^9ZY8Y+/.9'F29%"0*$8&I'CN0-"`)P=&I0?6J"7 M(/^B(YJ@.^`#2O`"V_D#2J`#1E">Y*D$2B":.W`$',H#1OJ@Z.FARV>CEC"B M!TJBI6.2%%J1T)F65@H*M-E;4EH)&%D$2P"3FQJK3UFC(9J591J1SXF?$2D$2N"DQ/J@9%H$2M"G M`OJ1GK%8B\6.$)FK<;J5O/H*)IJH$IFB$QFC$AFC_;G_`T`@K)-:=0A"$%I" M2@N!$@,1);A*K>4*I<87JI+`FPZ:J`U*K*]YGJ^ZH3O0KT#`HQC*H'&KE7R[;V MH#-[)2*,]5>E0+N@\+8\,)RCZ;$$&Z']&9WC2IX\(+(6J;K32KGOP#B$L%BW MNKISR[47>01(0`0^P`/]FJ8[H`,K:JH.BIH[H`1"<`3DRYVYBZ.52PU^&;\B.K_6X$:T(+R?@+=` M\+T[JO\#61J1",RC._`"HZD#PIFJ#:S"5;JV\NL*Q#O#1,"D!&N:%+#PQ,.P);TL$.O"@0%K".JRA&AN:&@ND0QK$8$N]='NS1HR1 M/M"R'SS`8>G`LPO!Q)/%G8"ZN$G'HX#'A>/'FZ#'G,G'_*O&QP/(FB#(E$G( MI6O'A>O(APNTC-RPD-RXE?RXDES%UGG%_(+(F:#(D#G)G^#)6GO)F)O):9S! MAVS*IXO*:6O(QD/*EP#*B"G*GB#+2H/+=^O*<@O+ZP`D78-P%BR[=>S+?\O+ M>\O*;=1!(.<8(N=!<<.Y==O&.FO+G:#++0P1#OF[I#O*RES_N\@\N-\<#E%4 MJSY''=U\R^,(ZG M2/8\S1JUMO-?B3-GD M`!,,.2'9B\$*C<^(G=!(W0Y9$Y*!9!))&==47=-P[=FCS0XJ89.*=)-:I).J M_=FJ@-8^J=:"ZM;3D-JS8-:/H-L]R=NBZMOF(MP0W=J3O=K"H]R-0-P\:=SU MBMP[;=V,(-TH2=V1`-W,XMV+H-TGR=V0`-ZO8MZ)(-XF2=Z/@-Z3XMZ'H-[Q MF=B(N=C+`M^&(-]HW-2X7=68#"G'.`J#>&QC-WA?>!]C.'GS>'IK>&%+.'PZ>&(T.`5R=Z.L.#%P,R,<05O MX^*QD\[J7/_@[$SAA8VU[P"/_V,<]&QWM_W:QVSC/V[AL+T56(?.%8[CAWVR M*-X(*EX,>'+D#]G<_>[->^[1?<[@?S[C(EZB M@TX()@Z_#Z[D$5[E2QW:_`WDCQSHB5SHUYSH=?+D@K#H$]GDC,#I-2+JGI[" MC1[FCT[ID<[D9`ZSJ9[E5B[I4PWI!'[H`"[K?&WKI$/JF$[1EAZUFM[IO<[1 MOS[3NE[CN'[9Q^[7(K'F%TSEJFX*I8[#K2Z69@X-+O',61'-0^[_Z*#-ZJ=> MQ!MA'9[3V=`.ZZL^YN&^PC&!$`ZRS<"+X+2NU\DNX//>#D/1XVTNY\N>Q\-. MTL7N#0K!$@']>/8>[?0.[I..[K5^[Y5=[V`N[J_N[;G][S$=\+D<[$PP[>M; M[6I)Q.PNYE[K\74)\D,L\F=+\E=Y[>^M\1P/ZHL@ZO'!ZU=^[A3OW_V.T18? MU!C_,S0/\3>.ZA?>\U>]\UM-]%WM\D8_UDA?UDI?\_*.\+OY]$#?[4+_U$W_ MU4N_UED/#J9X\`R?\.J^\#<_&(/-L(;N\*+P\BJ?F#622?(8]6$_X56/Y64O M$U,N]WN\+,N__7XD)-[Q)J,W_B.__B0S_A`^YJ1 M7_F6?_FL"<<.6YJ8W_F>W_B3__FB/_JD#_E$8`O(F?JJO_JLW_JN__JP'_NR M/_NT7_NV?_NXG_NZO_N\W_N^__NU?P2[-?S$7_S&?_S(G_S*O_R\]/58XP57T`46(2\N`PA775=>4$R'B(F*BXR-CH^0D9*3E)66 MEYA,35"&58=03YY,5$Q34$VBF:JKCJA,G(=4HJ"S3ZRWN(=17D]96TR"5%Y- MNT^#3%M9NW.SZJP4%%,65!43DUN)35N_ MW4Q57O.OA?1,\>S[_/W^KX9*49F2;2"I*DZ88$GX#]JL*D^F""0XD6%#9NZZ MV(HWKQZ4>Y[T71Q)LF0D6(=<'7)R4-,F"4%@4+EB> MT,NRC>@NB3B3*OWWQ%8HA$RB5*%"$]74I:R07JEBZ&E"KU@S=>MFJXH6+#2C M:,EBJPD6+3+#RIU+MZ[=NWCSZMW+MZ_?OX`#"QY,N+#APX@3*U[,N+'CQY`C 92YY,N;+ERY@S:][,N;/GSZ!#BQZ-*1``.P`` ` end GRAPHIC 18 w46524w4652407.gif begin 775 w4652407.gif M1TE&.#EA?`'4`.8``!H:'4%!2%M;9$Y.5BWR)"0G8.#CW9V@=?7Z-K:ZMW=[-_?[>+B[^7E\.CH\NOK].[N]?'Q M]_3T^?;V^N;FZOGY_/?W^NGI[-SSL[1<8(N[O]DM1;H\>'D[^OM]-S@[-[AZM?GL M\^OM\?____CX^/+R\N_O[^OKZ^7EY>+BXM_?W][>WM?7U]'1T<_/S\K*RL/# MP[^_O[V]O;:VMK"PL*^OKZFIJ:*BHI^?GYRH MJ:JKK*VNK["QLK.TM;:WN+FZN[R]OK_`P<+#A#U35(13/81%R(/-AT534X]0 MU)M4T\N-4$I%5]9714K$Y>;F2DU&UTE-2,Y-2TE1@O'SADI*2T?;B^&;3I`X M.4*/D9$HR\)-,7*NH<-?2IQ67=E"I22)TLZ M*1B.BI,I3ISU@!)34(\G3I;=S%G("3F?):<\079SJ"`H1I@@4\A04)27#Z-* M?47%R#>@0!>69*A5:TA]2P1A)5?DX#61"YT$%*3D210D@O^6+#EV12Y=0DZ2 M3$DB,6`39'RC'$%6]LDRM$V=,-G[;:KCQZ3TB?U)KBO7R_B8O*4V-B.2>U<0 M;Q5D)-\1:D^.,%F6>G5/@06!BFO:EO19B5Z5)%$B$++OWYN8)-DV!2Z3)Z2I M0`D[4CES0B+Y7@'*A)Q8VK@Q7T'RK1^5WE>^2\1K?;*@JLB0I"09.KN@XS:! MRY\?:>%NC!9W;X.2)$EC_O[A\YD2RWPG#UF\C2>:5WOI5@]OR#0!84_E35?> M$_DP,0A[HH673X#TA2CBB"26:.*)**:HXHHLMNCBBS#&*..,--9HXXTXYJCC MCCSVZ../0`8IY)!$%FGDD4@FJ>3_DDPVZ>234$8IY9145FGEE5AFJ>667';I MY9=@ABGFF&26:>:9:*:IYIILMNGFFW#&*>><=-9IYYUXYJGGGGSV"8LQ0JGE MQ!+YY+.$H$]HXR>>5#Q%J!&01BKII)0:D<2A43BSZ)I%/+%/I:"&"NH1AUZS MJ9C.'2'JJJQ62BH4FIZ:)15/)-'JK;A2FH11LE:Y7*[`!AOI$BGUZB053:@J M[++!'O&7L4I.L02SU#*[&+1%3J%$M=PRJX2IO2PT:86$:%'&N6(0P@8F7AC" M1AJLF&N(N>TN4D:/VG:KK[?@ZB*NI.0.8JX<9:0["!R8(%R(PHK`VXC#CQ#, M\!5:$'SO_R+UYDC%M/MVO*Q2O/P;:<"$*,S&NE<@7,8;6@C"!LM>O.%P&C)[ M`8?!@L#A11EPW`L''>>>J\4;;[C\AA=TJ,S&SH+<._3)0'O1KM0[LS'TQ8,4 M/;$8$%]]Q.SVLD>,EXO(D))\\!5OB#%TRF)H MG7*[%5_1]Q5U#(VP'"67@?C1*:?LM!9]<]VRPG*TJS#"<6@Q^17GFR.%PP(%X\,'3 MT;CG.3?>^<0]W[O\\3$'GS*\ER?O.-8J.Q_T%4E++\C1-Q=-B/\8"'???.,( MIS^(^3;C?&(/'.,N/[!-],,[I78GSSS+=W^-LOK/.UCGGE<]+2@L;]5KG`&] M@#+EW2L-VYN8]>0@0?0-HG-B>)D%K3<(Q*%(,/,+(;!T9XO>Y:]Q8HA#SU*F M!16N*PUPR!P)D3A,W@`"\FZJQSW+/?(G9<:$UK3`V1/@,J3G@\RUE0M89%`-JA7AH\6,7V MYC*B6N]SUCM?]1:K/=Q*D88`3&W.JC?4$8W!#6W@PA,^R]Q)0104+]7G6BD6 M/*[U#[$,A-U1+5B&(`YB<,G3`AT@9K.2N:R\Q].M_JB;PW,M+;S!?2\#$]A" M$6W!#?AUPQB*`,KF,G>4+DUK"T:[L.&F3'K>%8/QM%"'G-$P7=E+H?\!XX`S M&,Y0B(,((AS613X:IA>'.FP<$<\7-"1NF(?2V[#0B/?6QO%0H\!10W[QBP;. M^I>Y%4%G*XX[8_PF=[DW]NP9=7R*^_9XQOOM;Y`=^EPBFT+&1YYQC3N[Y$$J M80@Z(+"311&&*!_YQU7N)11^4`-\\F#+I,!"&[P8],J,(-)EH#-(^" M#&SV\I3?S$:]K(`&`M:!G4&1A3RS&.3!AX8M"?,8.@\AV$* MRDJTVZZL`T=/5-"2WD2A*YWG,UAA6YK>%T'([.F)0CK4FJ`TJ?.\ABWH,=75 M:H*<6QUH6&-BU+,V]*4SC6M@^1G0O$[KJWW_70E9!]O0ID9UL6^UZ$8GV]$K M8#8EL/#L6=?ZUM,6%:>OW>HZ:T(#!4BWNB5@+]&5`J>%V%E8)>%N&76YV[,> M=KA'%056D[O59\X$NM6=;G8CP@L>U>DE8)P(FNDL<32[A$)AM`9\!SO:^YZ4 MKN?\;U[?X-P$+W@B,#R(GGZ-9U"5ZAM05C8V`(US_(MX;&O[WOXA+.+D,YC9 M6K>NM'$NJMI[>.MDQB(N6/S9W\ZXI:;PYXY?FP0"#WD!#'X(\750<(:]`F+K M6SCR?1AA@T.8724WOCK`*V,].]D5QE[9##HM;UBE'633=UF^:<$.+'+VT?.- MZ6E7V^GDSC8F!DYP_ZH;PNK(N][7UVM!XAGO8:V#.#J<_`@J"@\-HW M]`U>OH(E4O/>NXWQ5(\;\.0V]R4(O^Z1VW:[ZIVK(##[5H3QCX.`%1R\Q&`' MVS*O=5.3*P=5E1OV_@3!XJ1N^$!-^^`QO%D"Q MQS!=(QX=4%W8.)M%\7LQ7'G_X!L\TW$QAXOJN\<>D[ M/0>[`'J_X$$ILF;YAV^EYU_'YG].9P.[D%2^P$2YAR)?<(!'YWR?]7<,"'A0 MIVV+@&>T9H!N`&5N@`;Y18(6!P9S1%:GMX&`)W@>F`@H>&1DD`4FV`9AP/]M M;A`&9G!<:*!W%F<&1#!6D01]+BA]'Q>#B*"#;(8&8V"")6AT;F!T1K=\^:<& M6S!&DM1_1RA]-*"$B%"!AO:$^26%8]"#9H`&:B"">]<&*DALI\1TR-:%TD=] M8%@(/)9G9(A?4EB".-B#?LB(@3@&:_"$@SB%)WA<:@`&]V:!;KB"(D00/!!]FLB`#MB) M5P!L%EB+^#6(9-0$0+1_@#LIB'PFB+J0B' M^K)*0&`#R$B'.R"+(-B,S8B+';,$0Y")U4B'H#;_"66`!^9XCL:3"`73"1-' M"?7F(XRHC<)(C-V"!%'0BN%XB$E(CN>(CB.7!@PG"`&Y"!4TD`W35T,2C_+H MC&^8:[N8CYJH98]0COV(!^DH4X(@+V/3/B[G/#%7,UX557?313##5UXS=/#2 M15)#1:T#-!>S5)SS,K9U(PM9D]P8+,8XAQ#9A5_HCA5ID0T714($/ID%=GY3 M.!XV/)F5/(15>[,7.C=S=Z,S-7@#82*6+HC3E`(H(S59D_2(*])(C3OYBI5` MD?UXD8?00FJ).,65/L5C0Z^#>,>G,.:S6TWS!@33>$TC7%L9(UU9D\]X*]X( MCF-)ECY9D6AY"&F`4S.4_Y&8=7MP67Q6-Y<Y47U=SPJE)<2(SC; M]V$XXIF?:8MJ(`7J1"FZR(NF^8JHB0HDAPH$R"3".9RUV`9?`$^:5`3'N)RG MF0H4A@H2.&](,IW468MD()JJ]`33R)WAV)Q*2)[E.8S&.9CLF8_N&8/P&9^5 MU@9HT)\_.`8`.@9?P`5)\>F)\+N0;^B09D$*!C0*`$N@5D MLSK$$P=TT*%T8`?F.`<:H`$XH*#MJ8@.2FH0ZI\3&J`66J`E9F'!(P<>2@=W M\/^3.(JC=B`""[``&2"6]>D"+W`"^%0"+^`"^&0"+V`"^$2D_\:@VN:9:A"A M%!H&+[H%,4H\PE.C-YJC7OJE8"H&$I!N$2`$.KF<)>`",D"D:3H",-`",P`# M,M`":=IQ4,IL6$"@75!B5A0\`#D6H"]8"/!F"`G[7>)Y)'.PKQ3[I;7JK^I6`:$JL!M(L(U@L/]HD`3U->+I M<*=3,1^%82FYL$<"!Q7[LA5Y!\^*L>J&`83)L:@WCI(`LH@P,6I',2N'4%)3 M8J,C!V1#LH-@-36G6@+912Y),Q?SLQ%')&\`LU:+!VQ0`31+<-)J;3C[@I7` MLXH917!7-)D3.IZS0MF#?(Q3?&:'D#?$78L3,WI3-'95)&9YM?LJ!QFPM2$' M`1J0H%_KJF%[9`>;"&LYHUB4_T/$A42!DY&2%U3KMS=K>RZ:=YE$@JEZNZ]U M\`&VZK>%!P3I.KBMEJR3(+8EY752Q'(/Q)?(8S-69UV\9UML8#",4[G"-7Q# MTJ6;VZPR&P&@*W44P`.DFWJ6@+H+TYCP=R_`I75PH$35XP65TYJ$0$3J=S!Q M@%B9MSWHPD5Q.R3YVKO-FK7!>ZL8T&G%ZW'!\)QDXK+BNZQ\6[[0N@'*F;YI MI;.\\)UGD@;O.ZN=^[GR&W(+H`'4:K_Y]*H>J+G]NZF_&\#0&@$L,+KI^XN# M$*X+G*GDZ\#0FJ@&#%,4G'D7G*GQJ\'F>@$KT,'XA+^=R+_ZRKO-^K\D[*\D MBL)V2/_!"@RF=G6.>)>O=&`')V/!L9H&%!#)6RNM1JR@-6S) M-^REA*S#77H'X6H'H,RI<8`!I.RW$1"X.!N+EMQ!(5R1=;`!?7S+_BH!HLNQ MU]C+%_3+Y^C(D$S,6ZNQ`KMLRBP(L[S`H@S-P6NS)JK"OA\,!?LS.U\KS@(MO^=KFOQ\T%=PS3"[S@L=P/0[EM[7L?V$=_]B%(`>S:M:%;<6`*[C_ELR*C;ADK:EP M7=2/;<7&_-6.9M"5C0@,QJEZO=EH+,T=MX^AK0ABX-9?2MBF[#J]@`'D``,$``.?L\@#=H5'@GNBP?9?<\, M``#>K6X*+O_>"8``"5#C`EVF*YWBDA#'\7W/))X`#B#C!#<`!<```S``#"#0 M"]`!/,XN/%K1!X``"!#C!6#E!K#D1Z[E[1P!3O[DF!`"6FO<[5P!8,X)&<#. M9`[9&G#FG1`"4+WF?CP!(>#FGY`!FBWG&@RX=AX*8J[G#FP!==[GHM`!&0[H M6RL!7T[HI*`!AX[HMRH!;<[HJ)`!SPSI!3?IE*X*CH[IDK[IK[`!)KWF%+`! MH"X+(7`!>?[8$'`!@W[JM+`!%;#J1@T!%6#JL*X+LG[I"QT!MY[KP-`!&$`! MM$[*$$`!&+#HP#X,(:`!%C`!O([2$V`!&O#JRRX5':`!&&`!%B`A`=[^[>#N =[=R.`1J@[-=^[NB>[NJ^[NS>[N[^[O`>W($``#L` ` end GRAPHIC 19 w46524w4652408.gif begin 775 w4652408.gif M1TE&.#EA>`$E`=4``/CX^^/D\(^4P:NOT=77Z,?*X.KK\W6`M9B@Q_+S^/'R M]\C-XEQMJ*VVU+2\U]?`$E`0`&_T"/<$@L&H_( MI'+);#J?T*AT2JU:K]BL=LOM>K_@L'A,+IO/Z+1ZS6Z[W_"X?$ZOV^_XO'[/ M[_O_@(&"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:@"(F1"`F()NCI(DD*J@G M'TPF+D0B+B*EL[2`K2(D+2BLKD.PLK7!PG:M0J@>)"PN+,`G+;'%IR&_'B,K M+BLC0KDL)RK#X.%AK28H+2'5HB8LR+$>'ZTA+2<>OR`MGB8M("$N)1_*Q`D< MB(6<,Q(>0GB[YB'%BB&M6*00\HN$BU4>7)`HYH$CP8\@FW!T]J%%"A$E7!T3 MTFH%BU6_/+HPP=%CR)LX(;KZX+*?K/]B*3&VNC?Q5S]M%J?Y`]@KI].0K5Q@ M0[>BQ0H5.ZNJH.DJI0EJ)UQ@I>?!V8H439^JS2D"XY!I;I%\:&M$!;NU>/-. M07$"A0MM>@,+5M+)!+K!B!,K7LRXL>/'D"-+GDRYLN7+F#-KWLRYL^?/H$.+ M'DVZM.G3J%.K7LVZM>O7L&/+GDV[MNW;N'/KWLV[M^_?P!D#"$""X$,!%/0[:K2@*^X_3/U:\+R/[=`X@2VD2H M0-@)77GSR9&96/6A!$)/),#S#@D!ON,?,.=)EMYU[$'DP2XAE&">>P].:(P) M$[GW`3VJK&+_P@GVE?7!A@]^$,(W"2JHWGI%?`5,/MN4\,U]`([PP4;;(2%H0P^-!OY3EI$0C=>C)V3M$B1D0[+8G@DE&-91 M@"B8,",16Z$PUPGE>-!E/A^@``HR)?BGWX=7UOD.67:>1Y.3>?;IYY^`!AK' MB(("AX*;'8W'$DUW>K(AD(6:U@F"`K($T5PC[">"=Y&>=H)W^0F!IH0__MAI M:B*@H,V;18P00JF6GCH'@D70V@2"M@8REYP2"B'**O^48&2$P\J*!0<0))LL M!;Z$F>L1D,9Z(9[0.EA(FYZ`\E59U80B!'S?*N,D"HR)"!LV)+5'+P+Q7<%',[`R_IR<,(34BGJ@\G1R6UX#*/S MWI@76]FCJV11:[(P*)_K7*Q3SDQ/CB#TW%Y';_:8J#H3\OSRS^`$77"H*(W` MCJD1EP#Q"".`0/%#-+N9M#5JDF"C)V9Z(O'&%%M,=3`)<&"WW0\,0:BO(8BR M[KKQ`GY8OO[6\UR_OLKR:]]"[,NWSW.WMI&689Z[YYIQW[OGGH(_FSO?L;+&@@C9='CH$"2FD M@!#QQB>D0E^\WQ0QD!:C^(WT9:&3PG+-BP."1&Z%D*$'U(?/$L#9@[,"62&P MX*_XX+??$?GE"^--0BO@#OZ(T^/?D39DQR]0Q2W0A@JN\HT1@&@%]:-?`C\P MP.CX3R`.',*G'M@8^U'P@AC,X.4*)YARX(X$)Z!'"`YE(A)"A@`%2*$*5\C" M%KKPA2PD0![D@Z!I%*$_G,+%-K8%CO(`Z$U&RE8$%S.`%1GQB$A,HA$;5`<0 MG`48)%@!]$:@JL8=XT8B2(&X9D$"?WDB9HN25F.*J,0RFO&(3*2#]_`T%^BY M)T-?D9O$A*%#![G_RE%=,A!DR'C&/IHQC718!ZZ`I,7YUMKSGOC,9\KDZ0AZZO.?`+UGP?BY"'_:4P(!36@]!\J&`HC3F-DS MJ+DHP`
L`"]K3`!9(E`0QX=%D8P*@]&;H&ASXTEA$]Z`,VX,\)V*V>_QZ] M0`;.I0$*^-,"%,#`3!<*!Y.>%),IK><$-K#39$4@:.5ZP+DP8,\(;&"D/?UI M)H,*TPY(-&@8N(`%/'`N#CR@J!#00`6@^@:?2O6,5*UG!I2JK*!!0*LHV\`$ M(!`!#6A`H'!H@$+W^L^T*BL":S57N22`T`A`P`(S-:Q3#:N!C>+U#7KEJV3M MZ5<(2&`#'1BKLG9:4PA4@`,8,*P$.,#29-T-K/MT0V0GRUH(5'99^&1K:TFJ MAM6V5K*OO2U`:9L&VYK+`B)-UESK&0$*&)9@HK7I<.N96]WJD[=H\&VR,-`! M#&-!`2._97.?B$[IGD/\N!#A0`8-2M)X7&&L&A@M: M\$J4N[3&TK<3NP@7)A(*?@7>ERS57>_?(4LN=]@&;7NU#K MLG2T%&@L72$P`=DR.+\.3FA_RZ#>X&.8H`#=U764RD+XA#O M-J_WQ,`#.H!0TQI5J4V@N)'J_B[YMH[?P:/-&>K8X M+G,^+\W:26NATLXM1>'_>"F$5K;R,4O6M-`@K&KRC@*$1%B8+"1V`K&5H-:0 M2;6F/9T%4.NV%/=9F(<,A,= M!:1$\"KW;,3;QL8VP>#@UF,S6TWZD9!"5+%N["EFVE>N]A7*W>I:1,LR\`XS MN<6=Y-GE&\W[YK>9K2QN>5N!WJKF]&0-7@6$:UKADF4XN00^<"537.)3<#B; M"8YMC$M!XW+F^+$]'@60XUGDK28Y%$SN9Y2K6N5/8#FA7;[K@`L!)Y#VN?Q!KJXA:Y0HC/!Z)9&NK[?`/502QW@5*>X:Z_N M_V:E8YOI(O:ZN;E.9['7F^QZ-GO"T0YHM3^<[89V^\8M+G"G+Z'JOX8[H^4> MPM4WKH?=I_OW12,.F.Q-8C'>R"D;Y4 M$5PG@<@6Z2#]ME/_Z]9O#Q@[8JHZH&`%JT`37Q(Y0"C*[0[EC_OYQZ[M]G11 MB$)$#-M"/4-P/6KB?'N0?WNW?V?7?^BV$9[0;NU6!__>\!)EP1>'&:9W6<]W,A^'8QF'0S.'?^YH(W MV'C859G548!X`8?B&D[>'BB(81#F$1%V`9'V&D_.'A!V(1G](1L M$(4+-X6E1QI,:(5&A(5KH(41QX5?YH5@2(1&J(-N0'IG.!H+P`!R.(=T6(=V M>(=X:(<*L(8^F(2+)QIN.%EO0(8Y9X:"2!J!6&50R(9MD(A\51H@%UR7EX6, MR`:.N%>0J$\2T`&995D%-C`OMED/`'*#6(EK<(D*E8GYA`$5$&"L2&3T-`$6 M4"X6@&)]Q8=_9XB*"(C/U0'_.R4!#W`!*%,N&]"*/:9/I=B';:AUJLAE";!1 MHW4!#W",Y0)C%'6,^)2,N>B'C\>+_Q2*1993`A96-D^>-^-2* M"5ERU5<`:6-Z;B,GX>(S'B/D9>/ MF\>.P+>(RMB("3D:J)A0!(F/!LEZ%#F1E!B1ELB1^PB2:D"(0Z>+CXB0!PF1 MVYB1#^F0U:>2!2F1*>F2Z`>3&"F3&DF3_->1*XF3+1F2,SF&IJ@&%3F0*)F3 M0NF1IRB2GU&4`'61"\F2+ZF3#7X)A+0`+`DSF&90F-EXF)F7F%08#&&C*9F"*7DIEGM)EF@`F:Z& MEA'S#EQ"FKWRF6UY!GP9>G&9BD?YDV.IE$29FIP!FMEFE3>)E9SI&;:)7UV) MF%)9DU0I@KCIE;H)FTU)FV6PFC=&F5VXD7KIEIY)F,JI&;W9;TG9D\<)EEI9 MG6/`G/S5FA;YFMS9F;*YF)FM'9&?A9<<6YG]O9G]TYH&;0GECVGD])GO\*:I[:N90,NAD% MNG6_.9G!N9/^69[2&:#4>:'6:9]@X*#G!:%<.9PT>*`NJ#RV:#T6089 MVHS_2:,B6I\DFADW*IF=UZ%5^:$3&J(5.IL]BAD_NJ%!"J-#*J,YNIPU2@9+ MRJ(XF)U7::$SBJ$F^@4H^EA"2IQ$&J,4FJ5(NJ4EFJ1A\*7(EJ!DJIYJ>J)3 M.@95.J9/6J:YJ:51FJ9H^IUS*@9U"J4@"J!'BIZ#2A`>E:B*NJB,VJB.ZE&2 M*&Z/.JF46JF+BHW8YF*6NJFJNXFJNN&F7_':>KOOJKL'H!7/`HHU,W=W.LR)JLRKJL MR_H1F$E0:^&8T(H3TCJM(2$L)&!!UGJMX[>ML^$O[K([B9,(_G)JW,$=A``" MW&%#B>,6W!8<(4`V2<,P(3-'*+$QA@!M72,+&`,SBO(O4O$7#]("+/`0%E$5 M[>(2\P`7?0^X/$-'U`\VBH(IO*R4-()-2NQ?=`/!^,.,S$3X+,5KD`-OU$> M)]`E?5.T]$`@RK1[?P`>#/-M73)'47N:@R`/#T$-/>L)J%`,0NL;0,(D3AM, M?'`?4+(-6?ZRLH0@#P$4+S/Q"U=1$A$##2W`M+ GRAPHIC 20 w46524w4652409.gif begin 775 w4652409.gif M1TE&.#EA>`$E`=4``./D\(^4P:NOT<##W-77Z,?*X.KK\W6`M9B@Q_+S^/'R M]ZVVU+O#VUYSJ]?`$E`0`&_\"/<$@L&H_( MI'+);#J?T*AT2JU:K]BL=LOM>K_@L'A,+IO/Z+1ZS6Z[W_"X?$ZOV^_XO'[/ M[_O_@(&"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@H:*CI*6FIZBI MJJNLK5X0BRV(B8G(T,B)R8@ MQ+`@RT(D)\)"(=$B(LGEI\LA+2@?*B@H+B4?)"\IZ[4@+BH?V[\G+<[Y5+BP M9:Z@*%PO7K28!0)6"ELL]`FIQ8+%K&4C7I`+\6)$BA9"_AD<^6D9B&8G!XI\ M<6+(BH3Q]N7:]H$EL0\W2>K,M`W%"_\3+V:AL-4BAYD8``L&$#N&7$A)'2^Q2/OCTD5NO??E['#C![2$L0)O:2 M;;DYM_$/R)F*A@Z-VCY8TD+'TZ85N/.;4?+M\XQI]XV0WWX7MEC&``+$&*,!1&R7G#`BQ&>7 M"+O9I1]\W7$W0CP?CB/==CZZJ.0E2H$0X9)0TB7:+%%6:>656&:IY99<=NGE MEV"&*>:89)9I)A$.=*"FF@GT-@(Y3!AYQ&BPP(G$;KN=:>4$#_399P?LO=F$ M;\H8IZ)MI-&F)Y9\^OD`H!4*IADLT6CF378QA6-=A2V%\TTXA1&6VV*6CO#> MHOTUZB>D.$W7H4%`=T*.Y)UHZPBVJ7`: MJM^I^N=SG/I&H&8>V85@9Q-"9Q2R"$X8%X7D#;@LL\`Y^RBT(48C_TTLLC*5 M((\?!,MI;NJ5D-BPB(KVE(%*?4ANJHZ>&RDT**AK&@@H'/AFP=+8!;991["6HW[[\=:G'`JR"13D>->):>L\LHLM^SRRS#'+//,--=L M\\U=CHSSRFK%4U>//VHU2PGT[4PFN$*P)L\(VJBG#7I*&PVF"!)%VN&K#4L] M)@H1B@PMN`;CIG67VJPC*'0@\!B"K?;:MD[48W-)P@K]4FB>/(B2@"@U5,9= MIL=^!R[XX(07;OCAB">N^.*,-^XXN7(^#B8)`\&9%Q%#O01?+;D,Q8+.DC^V MPGVZ\2<$U=-4W4WHWOGSS41&],J>,&TIR_^Z=U_9:?I)0_`N+,6W_]8<[#66 M9C$1I@;U."L*G4>.-DRF0XTZ>RA>!G/7U16BG8KV; MBDI;I]F*L+W7Q2-V^(.>CPRA\?Z%M7/T?X=_A_(9EC#FU[_)^$8$:R.!WL)1 M`F&@`$2L`\!E)DC!"EKP@A@$!0@N.C#(JH0B%A02_MVY35- M"0$Y=\,#$8U81"2^(B+2N,94/L`"69Q$+4I9P8>$"(A6$#`ADG,8AJ3F&5*P7M"0"7"J"\6 M9V.:E81YS&I:LYAD^@5K3-""SJR`,]1+@3Z^N0)!TB%#OD2A`.!`S6NZ\YJ? MP-XMHL$][T4L#BPH35V\:82(C8"5H@1/.F6XSC>T\YT(Q:8GV.12D,!1I&T@:L`B8U)HHI2AY`BB"`;;T@2\E0JYPH2C4`5%V#5A^8+H@K?_N&7[[@.QN%[$0@,`#(J!= M^59`L@_P@'S+6R4"R.B_``ZP@`=,X#>@=Z#J-<-@)W#+7 ML,4VA@V,QR#C&4,W2RL>*(YSO&,Q]-C'R`1RCHAIHKH>EI*ZRE:$J:SISPLMX-K'NAX+M1!6-+L$]`O!+N2P?5EL+1Q[QJ.H M=!JB7<=IW[+:6;@VBO%L8V^7$MQ8$/=/R>UB5I!W M2>F]6WO7$=]5T'="^?U7?Y\1X%00.$()+E6#4Q'A4U"XGY4L:X<;$>)2D+@[ M&>YA6E<9XU'0.*-5+.L`6+R(((>"R(%*\31[?,DI?\+*.TWRBK^YYL[&0X,$/JJO5SRD_LPYDYXK=*'^6^5[+J8'?_X M+G/"-V,AFLB830YGLYWKC/\XYSM_YH/0`?-5U/R:5]]YCK-8]G.F_>-M+V3< M[_D-@P\[[\'L^T0#G_5U)WJ>BZ_IXR-_^(=V`P(.0/WJ6__ZV,^^]J^/`-T3 M7OGE=@-MISX![PL?_.T6/_++[WS60Q_3ZF<]^]T0_*F_W]3Q[_S\VU!_I=]? MV/GW>/O'!OTG=/\G;0$X3./G8P.X!@6H0%XGYE7X=8$/D`$= MH&'$U(!J\("J%H%N-X%](@$E5K[I8#F9W_H5V\F M.%\.8%GOY2A2]UI9Y6`?>(/^YVFGHC?&ZV>$!B@*S[8&DVA'.RATM&@&MFAF M).AWRZASS5@&S_AF.=AOTZAJU4@&UWAGV5APV\AIW3@&WYAKX=APX[AHY2@& MYXALZ=AQ?#B,*![K>.?5:17W"1ZY:1R-=Z$TE^!UF*(OE\ M'&EF'ND%(#EO*;F1):ET+=D%+[EOI6`@LZ"$CF1.8J"173B3S'B2MT@*LJ(- MSS"&"',&0%E,8@6-*\EE-6K0G>P8G-A(G=-IF0:)F4=(GC)IG@PIGN"HGD')GA3IGN@(GW/XF]Q(G_!H MG_8HGR:)GL7(GV[IGS2IGQ`IH)E)H$,)H/R(H.FIH,#)H/\"Z:`!"J'Y*:$( M2:$-:J'D:*`8J:$3RJ'AB:$H":(9*J(=Z:$A20K=T#`_0C2?&0;$6:&N&9W\ M%YNDL#;IG2":2@(!K#(I=F,*,;&J3G.:3Q&0IW`S:^L959 MH*0ARJ3M2:)%.0JR,"QMXZ.K"`96>J)8.I]:*IQO*1\\R3<_^J3?^9HW6IY6 M,J8EBJ(LJ:(P::)U6J;_Z:3W>25TNJ5V*I5XBI-Z*JA\6J!G.IZ`BJ/XV:&+ M^IZ-*J=O:J,$Z*B32J1I`)XI&JGUF:ENNJEP>JF4&B6!BJ:)NJ!^VI]SBJFI M&J&K.J"M6JIHP*EWZJG[":I_^JK_%QJK"3JKFEJKH^J`KEHEI\JHO`JIOOJ@ MP!JJPFJIQ$JKGV`K^_"B19.DQ2JJT!J"V?H)U*`B/(J8V"JM9F"KA(JK!RH* MR#$M^S"E;;JKE2JD<1JLG>`-R8&D97"LDIJL([JL-(J+R,(V.OHV[\JJ\=JD M\^JL8Z<4:]J$9*"OG\JOG>JO2VJLW7H&Y@J8A6J5AXJJ!YNE%'NE%DNN99"Q M2!:86C"8$]>QR/JQ9AJR9#JR]%JNP\JM)-LB$)NK$GNK,+NG,JNP-+NMBWBQ M2I*SZ;JSY]JSB/JS\*JM\DJJ,^LB1ONA@ZJQZ$JUS=JTS_JTT1JU.$NT)5NS M0WNS%S*U_RM:M2>[L83)LOOJLGV:L%J[)&:;IVC+@&J[LK;%*QL$(?9TC%TP MMX9:M[-XMQMG"K'0:Q$UKEX[!B9KMU=[MMGF'+"6KV!+!HT[N(]+MZ)`K:*& MAV):N8PKMJ,(NIB`+$S#0'!%I5@`N!PKN"B&LEF@LH6[0K(0+YV%!JR[MJ[[ M4["+!;([1;4N9K!>C; MFDS[OD'+M3:[N!:2NWB+M%;[O2T;OM6;O*);B_'K'0`\N[M;OO_9B[\&[+\( M++2C>\"CX`%GM<$_,$;/+\E!<(D7,(FS,&P2'<9=L(LW,(<_)2=Y\(R M/,,TW,$8@`$;,`8.0%D\W,,^_,-`',1"/,1$7,1&?,1(G,1*O,1,W,1._,10 M',527,0-0%D7\`7?8U[`X6NJJ\7EX*Y>/!EZU\5AC`P/1,9ES`LAE,8T\SHZ MZ5#R@1PE4@AKC!R94E&@8@AK\XO4X372T1GA,,93Q<5MYD!`"L(#)+,$2%H41F+PRGV''MH'-\+%!55,(GP$JMC$8/N.ES/P" M/@/-63'-N9`16L GRAPHIC 21 w46524w4652410.gif begin 775 w4652410.gif M1TE&.#EA"0%"`/<```````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___RP`````"0%"```(_P#_"1Q(L*#!@P@3*ES(L*'# MAQ`C2IQ(L:+%BQ@S:MS(L:/'CR!#BAQ)LJ3)DRA3JES)LJ7+ES!CRIQ)LZ;- MFSASZMS)LZ?/GT"#"AU*M*C1HTB3*EW*M&E0``"<2IVZ$6I4JEBS/HQJ]:K6 MKV`-6@U+EBS7LA^]HI6I=BW&MFY?0B4X-ZY$N'99UOUW-B_$O0F[C@7;->3< MNGC]*@0\L'#!Q$P=\P7IF+'BAH(MTX6[LQ M\/"\S708>^\A)!QFQ0_2M=]Y_SGH(&31Z<5@A*!IQYV"'68H M(8C06=@@?RB.V"!M(EZ'G',%GH@9<]N!-UN`^+THXWHY]KCC@/S9J"%PQRWX M5W`Q-E8BA#BR:.*2_D6'Y),E2MG?=1-R&!%Z"6KI(Y7411B:DBGR&*5X%$J) M9I7?;8@CEDQ".>.$5B(XD6I)5HD?F6_^B*=Y+ZJI)%>(/5BHBBIYAEUY.>HH MYV08(KHE=NN]YZ:91$9)Z:)C-DE@F0,BMRBB>=[)**3Z[5EAG]`=!NJEW&7_ M9BFA7T(X5FB'`GFFGZV*EEFJ!U(V):JI9FEFCY$.>A&`6SXZ*)*J^-J.6IAFRJ[+KX6EM:OO?Z* M!&"+"<=':Z4!YOKFNNVZ[*\$[]U>EMFK?5) M2NVH.OO$,T_M9EIT3^@972['2^NVE'UT-ARU>I&U5O757`MK()A=A^VULV*7 M7>3*9J>]L-ILM^WVVW#'+??<=-=M]]UXYZWWWGSW$.WWWX`'+OC@A!=N^.%V $!P0`.P`` ` end GRAPHIC 22 w46524w4652411.gif begin 775 w4652411.gif M1TE&.#EAO@`[`/<```````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___RP`````O@`[```(_P#_"1Q(L*#!@P@3*ES(L*'# MAQ`C2IQ(L:+%BQ@S:MS(L:/'CR!#BAQ)LJ3)DRA3JES)LJ7+ES!CRIQ)LZ;- MFSASZMS)TR"`GSU5`E`X-*A/H$93(CVX-*G`HBRAXFSJTVE!J0NI8L1:\R?7 M@5J3?D48EJ%7K&5EIOTWMF1;B&\)KF7JE>W9NW=GKHT[DJ]9N("SZDP[5Z+? MIX>).JR[L7!+QD<[.GZ:,7'BQ3DA5Y7\<+)@LYX;AE;*ENQET98KBR[-FS5G MS,QSMX9:E[OSBD6Y1__7G/PJ]JW"49\%6QUL^/%1D:Y'+!7OQ*9ARV]&?+7M MTO?>A>>??"X1-Q]K!EJGX'+\19;=@M2U1R""T/FF6'R,<4581/+EIU%]:(E7 M6H8!1G@?AM+M-F&*P;'7GX`BAO0=11F:^)I['X98XW1"A?B8A:/I=Z-20EIU M4Y$<'F?DDF2AQ!N34.XG)7-(1JD6LFED7A9V.*68QJ5 MH'$LIDDFFCFVYZ953X*DX9Q,FHF>>7CF"6:8;?;YYG93"FKH>8$>JFA"O?VY M*)D:.OJH4UI5.>F2E5ZJ*9^<;JIII)YZ>F>HHG9*ZJ0@GAKJ@:JVZNJKL,8' )*NNLM.84$``[ ` end GRAPHIC 23 w46524w4652412.gif begin 775 w4652412.gif M1TE&.#EAI@`7`/<```````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___RP`````I@`7```(_P#_"1Q(L*#!@P@3*ES(L*'# MAQ`C2IQ(L:+%BQ@S:MS(L:/'CR!#5@0@LJ3)DP,!J(RX$J5+C"1=QHSYL.7+ MFREI*K1)4.=&FCP9!L5Y4:7/@T:/(D6JU*+/I@B'$H6Z,*G4?RVO]F3:4:=6 MKD0+0J7J56E9IE:-"OPJ\2A5@VQ1CAV;T^W9A%+C0G2[]ZU&MGN(=K)LZY\RE)H&6]KO7<4"O9 MQY_7HL8Z.K9ISG5SHTX*V:;OT[MW8[4J.>5JWJPUV_8MF[#@X;*#(R=M?";P MM*>A4Q].G/OTK"NG.T%/&UV[<=S'M3_WCAT[^_*9K3-W7M<]Z/7?0X?\W1QQ D5 -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.2

   1

                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS

                                       of

                          GENERAL DYNAMICS CORPORATION
                      (As amended effective March 7, 2001)

                               -------------------


                                    ARTICLE I

                                     OFFICES

        SECTION 1. Registered Office. The registered office of General Dynamics
Corporation (hereinafter called the Corporation) in the State of Delaware shall
be at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, 19808.
The registered agent of the Corporation in Delaware is United States Corporation
Company.

        SECTION 2. Other Offices. The Corporation may have such other offices in
such places, either within or without the State of Delaware, as the Board of
Directors of the Corporation (hereinafter called the Board) may from time to
time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

        SECTION 1. Annual Meetings. The annual meeting of the stockholders of
the Corporation for the election of directors and for the transaction of any
other proper business, notice of which was given in the notice of such meeting,
shall be held on such date and at such time as shall be designated by resolution
of the Board from time to time.

        SECTION 2. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the Chairman of the Board
or by a majority of the directors, but such special meetings may not be called
by any other person or persons. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

        SECTION 3. Place of Meeting. All meetings of the stockholders shall be
held at such place or places, within or without the State of Delaware, or at no
place (but rather by means of remote communication) as may from time to time be
designated by the Board.

        SECTION 4. Notice of Meetings. Every stockholder shall furnish the
Corporation through its Secretary with an address at which notices of meetings
and all other corporate notices may be served on or mailed or otherwise
communicated to him. Except as otherwise expressly required by statute, the
Certificate of Incorporation or these By-Laws, notice of each meeting of the
stockholders shall be given to each stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date of the meeting, by
delivering a written notice thereof to him personally,


                                      -1-
   2

by a method of electronic transmission consented to by the stockholder to whom
the notice is given, or by depositing such notice in the United States mail in a
postage prepaid envelope, directed to him at his post office address furnished
by him to the Corporation, or, if he shall not have furnished to the Corporation
his address but his address shall otherwise appear on the records of the
Corporation, then at his address as it shall so appear on the records of the
Corporation, or, if he shall not have furnished to the Corporation his post
office address and his address shall not otherwise appear on the records of the
Corporation, then at the registered office of the Corporation in the State of
Delaware. If mailed, such notice is deemed to be given when deposited in the
United States mail. Except as otherwise expressly required by statute, the
Certificate of Incorporation or these By-Laws, no publication of any notice of a
meeting of the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, if any, date and hour of the meeting, the
means of remote communications, if any, by which the stockholders and proxy
holders may be deemed to be present in person and vote at such meeting, and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called.

        SECTION 5. Adjournments. Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time, place, if
any, thereof, and the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at
such adjourned meeting are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

        SECTION 6. Quorum. At each meeting of the stockholders, except as
otherwise expressly required by statute, the Certificate of Incorporation or
these By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to be voted at such meeting, present
either in person or by proxy, shall constitute a quorum for the transaction of
business, provided, however, that in any case where the holders of Preferred
Stock or any series thereof are entitled to vote as a class, a quorum of the
Common Stock and a quorum of the Preferred Stock or such series thereof shall be
separately determined. In the absence of a quorum at any such meeting or any
adjournment or adjournments thereof, a majority in interest of the stockholders
of the Corporation present in person or by proxy and entitled to vote at, or any
officer entitled to preside at, or to act as secretary of, such meeting may
adjourn the meeting from time to time in the manner provided in Section 5 of
this Article II until a quorum shall attend, provided, however, that at any such
meeting where the holders of Preferred Stock or any series thereof are entitled
to vote as a class, if one class or series of stock of the Corporation but not
the other has a quorum present, the meeting may proceed with the business to be
conducted by the class or series having a quorum present, and may be adjourned
from time to time in respect of business to be conducted by the class or series
not having a quorum present. The absence from any meeting in person or by proxy
of stockholders holding the number of shares of stock of the Corporation
entitled to vote thereat required by statute, the Certificate of Incorporation
or these By-Laws for action upon any given matter shall not prevent action at
such meeting upon any other matter which may properly come before the meeting,
if there shall be present thereat in person or by proxy stockholders holding the
number of shares of stock of the Corporation entitled to vote thereat required
in respect of such other matter.


                                      -2-
   3


        SECTION 7. Voting. (a) Except as otherwise provided by or pursuant to
statute, the Certificate of Incorporation or these By-Laws, each stockholder
entitled to vote at any meeting of stockholders shall be entitled to one vote in
person or by proxy for each share of stock of the Corporation entitled to be
voted upon the matter in question held by him and registered in his name on the
books of the Corporation on such date as may be fixed pursuant to Article VII of
these By-Laws as the record date for the determination of stockholders entitled
to notice of and to vote at such meeting.

        (b)     Shares of its own stock belonging to the Corporation, or to
another corporation if a majority of the shares entitled to vote in the election
of directors of such other corporation is held by the Corporation, shall not be
entitled to vote.

        (c)     Persons holding stock having voting power in a fiduciary
capacity, or their proxies, shall be entitled to vote the shares so held, and
persons whose stock having voting power is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation he shall
have expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote thereon.

        (d)     Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for such stockholder by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless said proxy provides for a longer period. A proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary of the Corporation.

        (e)     If shares shall stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety or otherwise, or if two or more persons shall
have the same fiduciary relationship respecting the same shares, unless the
Secretary shall have been given written notice to the contrary and have been
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect:

                (i)     if only one shall vote, his act shall bind all;

                (ii)    if more than one shall vote, the act of the majority so
        voting shall bind all;

and

                (iii)   if more than one shall vote, but the vote shall be
        evenly split on any particular matter, then, except as otherwise
        required by the General Corporation Law of the State of Delaware, each
        faction may vote the shares in question proportionally.


                                      -3-
   4

        If the instrument so filed shall show that any such tenancy is held in
unequal interests, the majority or even-split for the purpose of the next
foregoing sentence shall be a majority or even-split in interest.

        (f)     At all meetings of stockholders for the election of directors, a
plurality of the votes cast shall be sufficient to elect. All other elections
and questions shall, except as otherwise expressly required by the Certificate
of Incorporation, these By-Laws, the rules or regulations of any stock exchange
applicable to the Corporation, or applicable law or pursuant to any regulation
applicable to the Corporation or its securities, shall be decided by the
affirmative vote of a majority in interest of the stockholders present in person
or by proxy and entitled to vote on such matters, a quorum being present. Except
in the case of votes for the election of directors and for other matters where
expressly so required, the vote at any meeting of the stockholders on any
question need not be by ballot. On a vote by ballot each ballot shall be signed
by the stockholder voting, or on his behalf by his proxy, and it shall show the
number of shares voted by him.

        SECTION 8. Lists of Stockholders. It shall be the duty of the Secretary
or other officer who shall have charge of the stock ledger of the Corporation,
either directly or through another officer designated by him or through a
transfer agent or transfer clerk appointed by the Board, to prepare and make, at
least ten days before every meeting of the stockholders, a complete list of the
stockholders of each class entitled to vote at said meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting, as
required by applicable law. Upon the willful neglect or refusal of the directors
to produce such list in accordance with applicable law, they shall be ineligible
for election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
such list or the books of the Corporation, or to vote in person or by proxy at
any meeting of stockholders.

        SECTION 9. Inspectors of Votes - Judges. Before each meeting of the
stockholders at which a vote by ballot is to be taken, the Corporation shall
appoint two Inspectors of Votes or Judges to act at such meeting and make a
written report thereof. The Corporation may designate one or more persons as
alternate Inspectors of Votes or Judges to replace any Inspector of Votes or
Judge who fails to act. If no Inspector of Vote or Judge or alternate is able to
act at a meeting of stockholders, the Chairman of such meeting shall appoint one
or more Inspectors of Votes or Judges to act at the meeting. Each Inspector of
Votes or Judge so appointed shall first subscribe an oath or affirmation
faithfully to execute the duties of an Inspector of Votes or Judge at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes or Judges shall have the duties prescribed by law and shall
decide upon the qualifications of voters and accept their votes and, when the
vote is completed, shall count and ascertain the number of shares voted
respectively for and against the question or questions on which a vote was taken
and shall make and deliver a certificate in writing to the secretary of such
meeting of the results thereof. The Inspectors of Votes or Judges may appoint or
retain other persons or entities to assist the Inspectors of Votes or Judges in
the performance of their duties. The Inspectors of Votes or Judges need not be
stockholders, and any officer or director may be an Inspector of Votes or Judge
on any question other than a vote for or against his election to any position
with the Corporation or any other question in which he may be directly
interested.


                                      -4-
   5

        SECTION 10. Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in the By-Laws shall be eligible to
serve as directors.

        (a)     Annual Meetings of Stockholders. (1) Nominations of persons for
election to the Board may be made at an annual meeting of stockholders only (a)
pursuant to the Corporation's notice of meeting (or any supplement thereto), (b)
by or at the direction of the Board or (c) by any stockholder of the Corporation
who is a stockholder of record at the time of giving of notice provided for in
this Section 10, who shall be entitled to vote for the election of directors at
the meeting and who complies with the notice procedures set forth in this
Section 10.

                (2)     Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not later than the close of business on the ninetieth day nor
earlier than the close of business on the one hundred twentieth day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than thirty days
before or more than seventy days after such anniversary date or other prior
public disclosure of the date of the meeting, notice by the stockholder to be
timely must be so delivered not earlier than the close of business on the one
hundred twentieth day prior to such annual meeting and not later than the close
of business on the later of the ninetieth day prior to such annual meeting or
the tenth day following the day on which such notice of the date of the meeting
or such public disclosure was first made. In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the Corporation which
are beneficially owned by the person and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); and (b)
as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class or series and number of shares of the Corporation which
are owned beneficially and of record by such stockholder and by such beneficial
owner, (iii) a description of all arrangements or understandings between such
stockholder and/or beneficial owner and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
is a holder of record of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person named in its notice, (v) a representation whether the stockholder or
the beneficial owner, if any, intends or is a part of a group which intends (a)
to deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to elect the
nominee and/or (b) otherwise to solicit proxies from stockholders in support of
such nomination, and (vi) any other information relating to such stockholder or
beneficial owner that would be required to be disclosed in a proxy statement or


                                      -5-
   6

other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Regulation 14A under the Exchange Act. At
the request of the Board, any person nominated by the Board for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee, or any other information as the Board may reasonably require to
determine the eligibility of such proposed nominee to serve as a director of the
Corporation. No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
By-Law and unless qualified under the other provisions of these By-Laws. Except
as otherwise provided by law, the Chairman of the meeting has the power and
authority to and shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by the By-Laws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded. Notwithstanding
the foregoing provisions of this Section 10, if the stockholder (or a qualified
representative of the stockholder) does not appear at the meeting of
stockholders of the Corporation to present a nomination, such nomination shall
be disregarded, notwithstanding that proxies in respect of such vote may have
been received by the Corporation. Notwithstanding the foregoing provisions of
this Section 10, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations promulgated
thereunder with respect to the matters set forth in this Section 10. Nothing in
this Section 10 shall be deemed to affect any rights of the holders of any
series of preferred stock to elect directors pursuant to any applicable
provisions of the Certificate of Incorporation.

                (3)     Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 10 to the contrary, in the event that the
number of directors to be elected to the Board at an annual meeting is increased
and there is no public announcement by the Corporation naming the nominees for
the additional directorships at least one hundred days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this Section 10 shall also be considered timely, but only with
respect to nominees for the additional directorships, if it shall be delivered
to the Secretary at the principal executive offices of the Corporation not later
than the close of business on the tenth day following the day on which such
public announcement is first made by the Corporation.

        (b)     Special Meetings of Stockholders. Nominations of persons for
election to the Board may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (1)
by or at the direction of the Board or (2) provided that the Board has
determined that directors shall be elected at such meeting, by any stockholder
of the Corporation who is a stockholder of record at the time the notice
provided for in this Section 10 is delivered to the Secretary of the
Corporation, who is entitled to vote at the meeting and upon such election and
who complied with the notice procedures set forth in this Section 10. In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board, any such stockholder entitled to
vote in such election of directors may nominate a person or persons (as the case
may be) for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder's notice required by paragraph (a)(2) of
this Section 10 shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the one
hundred twentieth day prior to such special meeting and not later than the close
of business on the later of the ninetieth day prior to such special meeting or
the tenth day following


                                      -6-
   7

the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board to be elected at such meeting.
In no event shall the public announcement of an adjournment or postponement of a
special meeting commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above.

        (c)     For purposes of this Section 10, "public announcement" shall
include disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

        SECTION 11. Notice of Business. (a) At an annual meeting of the
stockholders, only such business shall be conducted as shall have been brought
before the meeting (i) pursuant to the Corporation's notice of meeting (or any
supplement thereto), (ii) by or at the direction of the Board or (iii) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of the notice provided for in this Section 11, who shall be entitled to
vote at such meeting and who complies with the notice procedures set forth in
this Section 11.

        (b)     For business to be properly brought before a stockholder meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not later than the close of business on the ninetieth
day nor earlier than the close of business on the one hundred twentieth day
prior to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is more than
thirty days before or more than seventy days after such anniversary date or
other prior public disclosure of the date of the meeting, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the one hundred twentieth day prior to such annual meeting and not
later than the close of business on the later of the ninetieth day prior to such
annual meeting or the tenth day following the day on which such notice of the
date of the meeting or such public disclosure was first made. In no event shall
the public announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above. A stockholder's notice to the Secretary
shall set forth (a) as to each matter the stockholder proposes to bring before
the meeting (i) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting, (ii)
the text of the proposal or business (including the text of any resolutions
proposed for consideration and in the event that such business includes a
proposal to amend the By-Laws of the Corporation, the language of the proposed
amendment), (iii) any material interest in such business of such stockholder and
such beneficial owner, if any, on whose behalf the proposal is made, and (iv)
any other information relating to such business that is required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies in support of such proposal or is otherwise required
pursuant to Regulation 14A of the Exchange Act and (b) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the proposal
is made (i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner, (ii) the class or series and
number of shares of the Corporation which are owned beneficially and of record
by such stockholder and by such beneficial owner, (iii) a description of all
arrangements or understandings between such stockholder and/or beneficial owner
and any other person or persons


                                      -7-
   8

(including their names) pursuant to which the proposal(s) are to be made by such
stockholder, (iv) a representation that such stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose the items of business set
forth in its notice, (v) a representation whether the stockholder or the
beneficial owner, if any, intends or is a part of a group which intends (a) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in
support of such proposal, and (vi) any other information relating to such
stockholder or beneficial owner that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies in support of such proposal pursuant to Regulation 14A
under the Exchange Act. Notwithstanding anything in the By-Laws to the contrary,
no business shall be conducted at a stockholder meeting except in accordance
with the procedures set forth in this Section 11. The timing requirements for
advance notice of a proposal set forth in this Section 11 shall be deemed
satisfied by a stockholder if the stockholder has notified the Corporation of
his or her intention to present a proposal at an annual meeting in compliance
with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act
and such stockholder's proposal has been included in a proxy statement that has
been prepared by the Corporation to solicit proxies for such annual meeting.
Except as otherwise provided by law, the Chairman of the meeting has the power
and authority to and shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of these By-Laws, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. Notwithstanding the foregoing
provisions of this Section 11, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
promulgated thereunder with respect to the matters set forth in this Section.
Nothing in this Section 11 shall be deemed to affect any rights of stockholders
to request inclusion of proposals in the Corporation's proxy statement pursuant
to Rule 14a-8 under the Exchange Act.

        (c)     For purposes of this Section 11, "public announcement" shall
include disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

        SECTION 12. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board, or in the absence of such designation by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

        SECTION 13. Conduct of Meetings. The date and time of the opening and
the closing of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced at the meeting by the person presiding over the
meeting. The Board may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to
the extent inconsistent with such rules and regulations as adopted by the Board,
the person presiding over any meeting of stockholders shall have the right and
authority to convene and to


                                      -8-
   9

adjourn the meeting, to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board or prescribed by the presiding officer of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the Chairman of the meeting shall determine; (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the person
presiding over the meeting, meetings of stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure.

                                   ARTICLE III

                               BOARD OF DIRECTORS

        SECTION 1. General Powers. The property, business and affairs of the
Corporation shall be managed by or under the direction of the Board. The Board
may adopt such rules and regulations for the conduct of its meetings and the
management of the affairs of the Corporation as it may deem proper, not
inconsistent with statute, the Certificate of Incorporation and these By-Laws.

        SECTION 2. Number, Qualifications and Term of Office. The number of
directors shall be not less than five nor more than fifteen, as shall be fixed
from time to time by resolution of the Board pursuant to a vote of two-thirds of
the directors then in office. Individuals over the age of seventy-five years may
stand for election as directors only with the approval of the Nominating
Committee and a two-thirds vote of the directors then in office for a specified
reason to be enumerated in the Corporation's proxy statement. In no event shall
a director stand for election beyond the age of eighty. A majority of the Board
shall at all times be comprised of outside directors. For purposes of this
Section, an outside director shall mean a person who is not currently employed
by the Corporation or any of its subsidiaries or affiliates. All directors who
are not outside directors shall be known as inside directors. Collectively,
inside and outside directors shall be known as directors. Any inside director
who served as the Chief Executive Officer of the Corporation after January 1,
1992, and whose employment with the Corporation terminates, may be invited by
the Nominating Committee to continue to serve as a member of the Board for a
transitional period of up to one year following the effective date of his/her
termination or for an additional period of time thereafter, but then only with a
vote of two-thirds of the directors then in office and for a specified reason to
be enumerated in the Corporation's proxy statement. Each director shall hold
office until the annual meeting of the stockholders next following his/her
election and until his/her successor shall have been elected and shall have
qualified, or until his/her death, or until he/she shall earlier resign. This
Section shall not be amended by the Board except upon a vote of two-thirds of
the directors then in office.

        SECTION 3. Chairman. The Board shall elect a Chairman of the Board from
among the directors. This individual need not be an employee of the Corporation.
The Chairman of the Board


                                      -9-
   10

shall have the overall responsibility for all matters pertaining to the Board,
including, without limitation, meetings of the Board.

        SECTION 4. Resignations. Any director may resign at any time by giving
notice to the Chairman of the Board or to the Board, in writing, by telegraph,
cable or wireless, or by electronic mail or other means of electronic
communication. Any such resignation shall take effect at the time specified
therein or, if no time is so specified, upon its receipt by the Chairman of the
Board or by the Board; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

        SECTION 5. Vacancies. Except as provided by law or the Certificate of
Incorporation, any newly created directorship or vacancy in the Board, whether
caused by death, resignation, increase in the number of directors (whether by
resolution of the Board, amendment of these By-Laws or otherwise) or any other
cause, may be filled either by the stockholders of the Corporation entitled to
vote for the election of directors, at a meeting of the stockholders called for
that purpose or by vote of two-thirds of the directors then in office though
less than a quorum; and each director so chosen shall hold office until the next
annual meeting of stockholders and until his successor shall have been elected
and shall have qualified, or until his earlier death, or until he shall earlier
resign. This Section shall not be amended by the Board except upon a vote of
two-thirds of the directors then in office.

        SECTION 6. First Meeting. Promptly after, and on the same day as, each
annual election of directors, the Board may, if a quorum be present, meet at the
place at which such election was held, for the purpose of organization, the
election of officers and the transaction of other business. Notice of such
meeting need not be given. Such meeting may be held at any other time and place
which shall be specified in a notice given as hereinafter provided for special
meetings of the Board.

        SECTION 7. Regular Meeting. Regular meetings of the Board shall be held
at such times and places as the Board shall determine. Notice of regular
meetings shall be given by letter, telegraph, cable, facsimile transmission,
electronic mail or other means of electronic communication, addressed or
otherwise directed to each director at his residence or usual place of business,
at least five days before the meeting. This Section shall not be amended by the
Board except upon a vote of two-thirds of the directors then in office.

        SECTION 8. Special Meetings; Notice. Special meetings of the Board shall
be held whenever called by the Chairman of the Board, or by the Secretary on the
written request of any three directors. Except as otherwise expressly required
by statute, the Certificate of Incorporation or these By-Laws, notices of each
such meeting shall be mailed to each director, addressed to him at his residence
or usual place of business, at least five days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegraph,
cable, facsimile transmission, electronic mail or other means of electronic
communication, or shall be delivered personally or by telephone, not later than
two days before the days on which the meeting is to be held. The purposes of any
special meeting shall be stated with particularity in the notice thereof. This
Section shall not be amended by the Board except upon a vote of two-thirds of
the directors then in office.


                                      -10-
   11

        SECTION 9. Place of Meetings. The Board may hold its meetings at such
place or places within or without the State of Delaware as it may from time to
time determine by resolution, or as shall be specified in the respective notices
of meetings.

        SECTION 10. Quorum and Manner of Acting. Except as otherwise expressly
required by statute, the Certificate of Incorporation or these By-Laws, five
directors shall constitute a quorum for the transaction of business at any
meeting, and the vote of a majority of the directors present at any meeting at
which a quorum is present shall be act of the Board. In the absence of a quorum
the Chairman of the Board or a majority of the directors present may adjourn any
meeting from time to time until a quorum shall be present. At any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting originally called. Prompt notice of any
adjourned meetings shall be given. This Section shall not be amended by the
Board except upon a vote of two-thirds of the directors then in office.

        SECTION 11. Committees of Board of Directors. Except as otherwise
provided in these By-Laws, the Board may, by resolution or resolutions passed by
a majority of the Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in said resolution or resolutions, shall have and may exercise the
powers and authority of the Board in the management of the property, business
and affairs of the Corporation, and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in place of any such absent or disqualified member. A
majority of all the members of such committee may make, alter and repeal its
rules of procedure, determine its manner of acting and fix the time and place,
whether within or without the State of Delaware, of its meetings and specify
what notice thereof, shall be given unless the Board shall otherwise by
resolution provide. In the absence of such rules each committee shall conduct
its business in the same manner as the Board conducts its business pursuant to
this Article III of the By-Laws. The Board shall have power to change the
members of any such committee at any time, to fill vacancies therein and to
discharge any such committee or to remove any members thereof, either with or
without cause, at any time.

        SECTION 12. Ex Officio Member of Committees. The Chairman of the Board
shall be a member "ex officio" of all committees of the Board, except where
expressly prohibited by statute, the Certificate of Incorporation or these
By-Laws or by the terms of any plan or other document establishing any such
committee.

        SECTION 13. Agenda. An agenda of matters to come before each meeting of
the Board shall be communicated to each director with the notice for such
meeting; if notice is not required for such meeting, then the agenda shall be
communicated at least five days before such meeting. This


                                      -11-
   12

Section shall not be amended by the Board except upon a vote of two-thirds of
the directors then in office.

        SECTION 14. Telephonic Meetings Permitted. Members of the Board, or any
committee designated by the Board, may participate in a meeting thereof by means
of conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this By-Law shall constitute presence in person at such
meeting.

        SECTION 15. Organization. Meetings of the Board shall be presided over
by the Chairman of the Board, if any, or in his absence, by the Vice Chairman of
the Board, if any, or in his absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.

        SECTION 16. Action by Unanimous Consent of Directors. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board, or any committee
thereof, may be taken without a meeting if all members of the Board or such
committee, as the case may be, consent thereto in accordance with applicable
law.

                                   ARTICLE IV

                                    OFFICERS

        SECTION 1. Number and Qualification of Officers. The principal officers
of the Corporation shall be a Chief Executive Officer, one or more Vice
Presidents, a Controller, a Secretary, and a Treasurer. The Board may choose
such other officers as it may from time to time determine. The Chief Executive
Officer shall be chosen from among the directors. The Board may also choose a
Chairman of the Board and a Vice Chairman of the Board from among its members.

        SECTION 2. Election and Term of Office. The officers shall be chosen
annually by the Board. Each officer shall hold office until his successor shall
have been elected and shall have qualified, or until his earlier death or until
his earlier resignation or removal in the manner hereafter provided.

        SECTION 3. Powers and Duties of Officers. The powers and duties of
officers shall be as determined from time to time by resolution of the Board, or
in such other manner as the Board may authorize, not inconsistent with statute,
the Certificate of Incorporation and these By-Laws. To the extent not so
provided by the Board, the powers and duties of the officers shall be as
generally pertain to their respective offices.

        SECTION 4. Resignation and Removal. Any officer may resign at any time
by giving notice to the Chairman of the Board or to the Board, in writing or by
telegraph, cable or wireless. Any such resignation shall take effect at the time
specified therein or, if no time is so specified, upon its receipt by the
Chairman of the Board or by the Board; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Any officer may be removed, either with or without cause, at any time, by the
vote of a majority of the Board.


                                      -12-
   13

        SECTION 5. Vacancies. Any vacancy in any office by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board at any meeting.

                                    ARTICLE V

                      CONTRACTS, CHECKS, DRAFTS AND PROXIES

        SECTION 1. Contracts. The Board may by resolution authorize any
officer(s), agent(s) or employee(s) to enter into any contract or engagement and
to execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board or by these By-Laws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or for any amount.

        SECTION 2. Checks and Drafts. All checks, drafts or other orders for the
payment or money, issued in the name of the Corporation, shall be signed in such
manner as shall from time to time be determined by resolution of the Board.

        SECTION 3. Proxies. All proxies or instruments authorizing any person to
attend, vote, consent or otherwise act at any and all meetings of stockholders
of any entity in which the Corporation shall own shares or in which it shall
otherwise be interested shall be executed by the Chairman of the Board or such
other officer as the Chairman or the Board may from time to time determine.

                                   ARTICLE VI

                                  CAPITAL STOCK

        SECTION 1. Certificates for Stock. Every holder of shares of stock of
the Corporation shall be entitled to have a certificate, in such form as the
Board shall prescribe, certifying the number and class of shares of stock of the
Corporation owned by him. Each such certificate shall be signed in the name of
the Corporation by the Chairman of the Board, the President or a Vice-President
and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer clerk, transfer agent or
registrar who shall have signed, or whose facsimile signature shall have been
placed upon, any such certificate or certificates shall cease to be such
officer, transfer clerk, transfer agent or registrar before such certificate or
certificates shall have been issued by the Corporation, such certificate or
certificates may be issued by the Corporation with the same effect as though he
were such officer, transfer clerk, transfer agent or registrar at the date of
issue.

        SECTION 2. Transfer of Stock. Title to a certificate and to the shares
of stock of the Corporation represented thereby shall be transferred only

        (a)     by delivery of the certificate endorsed either in blank or to a
specified person by the person appearing by the certificate to be the owner of
the shares represented thereby, or


                                      -13-
   14

        (b) by delivery of the certificate and a separate document containing a
written assignment of the certificate or a power of attorney to sell, assign or
transfer the same or the shares represented thereby, signed by the person
appearing by the certificate to be the owner of the shares represented thereby.
Such assignment or power of attorney may be either in blank or to a specified
person.

        SECTION 3. Registered Holders. The Corporation shall be entitled to
treat the registered holder of any certificate for stock of the Corporation as
the absolute and exclusive owner thereof and of the shares represented thereby
for all purposes, including without limitation the right to receive dividends,
the right to vote and liability for calls and assessments, and, accordingly, the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such shares or shares on the part of any person, whether or not the
Corporation shall have express or other notice thereof, save as expressly
provided by statute.

        SECTION 4. Regulations. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with statue, the Certificate of
Incorporation or these By-Laws, concerning the issue, transfer and registration
of certificates for shares of stock of the Corporation. It may appoint, or
authorize any principal officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars, and may
require all certificates for shares of stock of the Corporation to bear the
signature or signatures of any of them.

        SECTION 5. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

                                   ARTICLE VII

                                   RECORD DATE

        SECTION 1. Fixing of Record Date.

        (a)     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action other than stockholder action by written consent, the Board
may fix a record date, which shall not precede the date upon which the
resolution fixing such record date is adopted by the Board and (i) in the case
of determination of stockholders entitled to vote at any meeting of stockholders
or adjournment thereof, shall, unless otherwise required by law, not be more
than 60 nor less than 10 days before the date of such meeting or (ii) in the
case of any other action (other than stockholder action by written consent),
shall not be more than 60 days prior to any such other action. If no record date
is fixed: (1) the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on


                                      -14-
   15

which notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held; and (2) the record date
for determining stockholders for any other purpose (other than stockholder
action by written consent) shall be at the close of business on the day on which
the Board adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

        (b)     In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board. Any stockholder of record seeking to
have the stockholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the Board to fix a record
date. The Board shall promptly, but in all events within 10 days after the date
on which such a request is receive, adopt a resolution fixing the record date.
If no record date has been fixed by the Board within 10 days of the date on
which such a request is received, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board is required by applicable law, shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or any officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board and prior action by the
Board is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board adopts
the resolution taking such prior action.

                                  ARTICLE VIII

                                WAIVERS OF NOTICE

        Whenever notice is required to be given by statute, the Certificate of
Incorporation or these By-Laws, a waiver thereof, by the person entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at nor the purpose of
any regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any waiver of notice.

                                   ARTICLE IX

                                 FORM OF RECORDS


                                      -15-
   16

        Any records maintained by the Corporation in the regular course of its
business, including its stock ledger, books of account and minute books, may be
kept on, or by means of, or be in the form of, any information storage device or
method, provided that the records so kept can be converted into clearly legible
paper form within a reasonable time.



                                      -16-
   17

                                    ARTICLE X

                                   FISCAL YEAR

        The fiscal year of the Corporation shall be determined by resolution of
the Board.

                                   ARTICLE XI

                                   AMENDMENTS

        The Board from time to time may adopt, alter, amend or repeal By-Laws.
The stockholders may also adopt, alter, amend or repeal by-laws at any meeting
provided that notice of such proposed adoption, alteration, amendment or repeal
is included in the notice of such meeting.



                                   CERTIFICATE


        The undersigned,________________________________________________________
Secretary of GENERAL DYNAMICS CORPORATION, a Delaware corporation, does hereby
certify that the foregoing is a true copy of the By-Laws of the Corporation in
effect as of this date.

WITNESS my hand and the seal of the Corporation this _____ day of __________,
200__.



                                             -----------------------------------
(CORPORATE SEAL)                                          Secretary



                                      -17-

EX-10.11

   1

                                                                   EXHIBIT 10.11

                              EMPLOYMENT AGREEMENT

On March 10, 1998 the Company and David A. Savner agreed that in the event Mr.
Savner's employment with General Dynamics is involuntarily terminated for any
other reason than for cause during the first three years of his employment, his
salary and benefits will continue through that period. Mr. Savner will complete
three years of employment with General Dynamics on April 5, 2001.

EX-10.15

   1

                                                                   EXHIBIT 10.15

                          GENERAL DYNAMICS CORPORATION

                            SUPPLEMENTAL SAVINGS AND
                              STOCK INVESTMENT PLAN















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



   2


                          GENERAL DYNAMICS CORPORATION
                            SUPPLEMENTAL SAVINGS AND
                              STOCK INVESTMENT PLAN


                                TABLE OF CONTENTS

                                                                                      
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




   3


                          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.


   4


                                    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,


   5


        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.



   6


                                    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.


   7


        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.


   8



        (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.


   9


                                    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.




   10


                                    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


   11


                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.



   12


                                    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.

EX-10.16

   1

                                                                   EXHIBIT 10.16

                          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) of the Internal Revenue Code of
        1986, as amended (the "Code"). The Subcommittee shall comprise two or
        more members of the Committee, all of whom shall be "outside directors"
        as that term is used in Code Section 162(m). With respect to such
        persons subject to Code Section 162(m), the Subcommittee shall have all
        of the powers, rights, and duties granted to the Committee under this
        Plan and each reference to the "Committee" herein shall be deemed to be
        a reference to the "Subcommittee."

4.      Awards. Awards may be made by the Committee in such amounts as it shall
        determine in cash, in common stock of the Company ("Common Stock"), in
        options to purchase Common Stock of the Corporation ("Stock Options"),
        or in shares of Common Stock subject to certain restrictions
        ("Restricted Stock"), or any combination thereof. Awards of Stock
        Options shall be limited to awards for such number of shares as shall be
        allocated for that purpose by the Board of Directors and approved by the
        shareholders.


                                  Page: 1 of 7
   2

5.      Code Section 162(m) Awards. Awards to persons covered by the deduction
        limitation of Code Section 162(m), as described by Code Section
        162(m)(3), shall be subject to the following additional limitations:

        a.      Adjustments. The Subcommittee shall have no discretion to
                increase an award of Stock Options and/or Restricted Stock once
                granted, except that adjustments are permitted under Sections 11
                and 12 of this Plan to the extent permissible under regulations
                interpreting Code Section 162(m).

        b.      Maximum Awards. Awards of Stock Options and/or Restricted Stock
                under the Plan shall be limited as follows:

                (1)     Awards of Stock Options shall be limited to 500,000
                        shares awarded to any one individual for any calendar
                        year and shall be issued at fair market value.

                (2)     Awards of Restricted Stock shall be limited to 100,000
                        shares awarded to any one individual for any calendar
                        year. Notwithstanding the foregoing, Restricted Stock
                        granted under the Restricted Stock Performance Formula,
                        described below, shall be limited to an initial grant of
                        100,000 shares, but shall be adjusted upwards or
                        downwards in accordance with that formula.

        c.      Performance Goals. The Subcommittee, in its sole discretion,
                shall establish performance goals applicable to awards of
                Restricted Stock in such a manner as shall permit payments with
                respect thereto to qualify as "performance-based compensation"
                as described in Code Section 162(m)(4)(C). Such awards shall be
                based on attainment of, over a specified period of individual
                performance, specified targets or other parameters relating to
                one or more of the following business criteria: market price of
                Common Stock, earnings per share, net profits, total shareholder
                return, return of shareholders' equity, cash flow, and
                cumulative return on net assets employed. In addition, awards of
                Restricted Stock may be based on the Restricted Stock
                Performance Formula, described below.

6.      Restricted Stock Performance Formula. Awards of Restricted Stock may be
        granted pursuant to the formula described in this section, referred to
        herein as the "Restricted Stock Performance Formula." The Committee
        shall make an initial grant of shares of Restricted Stock (the "Initial
        Grant"). At the end of a specified performance period (determined by the
        Committee), the number of shares in the Initial Grant shall be increased
        or decreased based on the increase or decrease in the value of the
        Common Stock over the performance period.

        The increase or decrease described in the preceding paragraph shall be
        determined in the following manner:

                At the end of each performance period, the fair market value (as
                defined in Section 7 below) of the Common Stock is compared to
                the fair market value per share on the grant date. That
                difference is multiplied by the number of shares of Restricted
                Stock to be earned at the end of each performance period and the
                resulting product is divided by the fair market value at the end
                of the performance period. The number of shares of Common Stock
                so determined is added to (in the case of a higher fair market
                value) or subtracted from (in the case of a lower fair market
                value) the number of shares of Restricted Stock to be earned at
                that time. Once the number of


                                  Page: 2 of 7
   3

                shares of Restricted Stock has been adjusted, restrictions will
                continue to be imposed for a period of time.

7.      Common Stock. In the case of awards in Common Stock, the number of
        shares shall be determined by dividing the amount of the award by the
        average between the highest and lowest quoted selling prices of the
        Company's Common Stock on the New York Stock Exchange on the date of the
        award. The average is referred to throughout this Plan as the "fair
        market value."

8.      Dividend Equivalents and Interest.

        a.      Dividends. If any award in Common Stock or Restricted Stock is
                to be paid on a deferred basis, the recipient may be entitled,
                on terms and conditions to be established, to receive a payment
                of, or credit equivalent to, any dividend payable with respect
                to the number of shares of Common Stock or Restricted Stock
                which, as of the record date for the dividend, has been awarded
                or made payable to the recipient but not delivered.

        b.      Interest. If any award in cash is to be paid on a deferred
                basis, the recipient may be entitled, on terms and conditions to
                be established, to be paid interest on the unpaid amount.

9.      Restricted Stock Awards. Restricted Stock represents awards made in
        Common Stock in which the shares granted may not be sold, transferred,
        pledged, assigned, or otherwise alienated or hypothecated except upon
        passage of time, or upon satisfaction of other conditions, or both, in
        every case as provided by the Committee in its sole discretion. The
        recipient of an award of Restricted Stock shall be entitled to vote the
        shares awarded and to the payment of dividend equivalents on the shares
        from the date the award of shares is made; and, in addition, all Special
        Distributions (as defined in Section 11 hereof) thereon shall be
        credited to an account similar to the Account described in Section 11.
        The recipient of an award of Restricted Stock shall have a
        nonforfeitable interest in amounts credited to such account in
        proportion to the lapse of restrictions on the Restricted Stock to which
        such amounts relate. For example, when restrictions lapse on fifty
        percent (50%) of the Restricted Stock granted in an award, the holder of
        such Restricted Stock shall have a nonforfeitable interest in fifty
        percent (50%) of the amount credited to his account which is
        attributable to such Restricted Stock. The holder of Restricted Stock
        shall receive a payment in cash of any amount in his account as soon as
        practicable after the lapse of restrictions relating thereto.

10.     Stock Option Awards.

        a.      Available Shares. Shares available for awards of Stock Options
                under the Plan at the effective date of the restatement of the
                Plan shall be available for awards of Stock Options under the
                Plan. Shares available for awards of Stock Options may be
                authorized but unissued shares or may be treasury shares. If any
                option awarded under the Plan or any predecessor plan shall
                expire, terminate, or be canceled for any reason without having
                been exercised in full, the corresponding number of unpurchased
                shares which were reserved for issuance upon exercise thereof
                shall again be available for the purposes of the Plan.

        b.      Type of Options. Options shall be in the form of incentive stock
                options, non-statutory stock options, or both, as the Committee
                may determine. The term "incentive stock option" means any
                option, or portion thereof, awarded under the Plan which meets
                the applicable requirements of Section 422 of the Internal
                Revenue Code, as it may be amended from time to time. The term


                                  Page: 3 of 7
   4

                "non-statutory stock option" means any option, or portion
                thereof, awarded under the Plan which does not qualify as an
                incentive stock option.

        c.      Incentive Stock Option Limitation. For incentive stock options
                granted under the Plan, the aggregate fair market value
                (determined as of the date the option is awarded) of the number
                of whole shares with respect to which incentive stock options
                are exercisable for the first time by any employee during any
                calendar year under all plans of the Company shall not exceed
                $100,000.

        d.      Purchase Price. The purchase price of the Common Stock under
                each option shall be determined by the Committee, but shall not
                be less than 100 percent of the fair market value of the Common
                Stock on the date of the award of the option.

        e.      Terms and Conditions. The Committee shall, in its discretion,
                establish (i) the term of each option, which in the case of
                incentive stock options shall not be more than ten years, (ii)
                the terms and conditions upon which and the times when each
                option shall be exercised, and (iii) the terms and conditions
                under which options may be exercised after termination of
                employment for any reason for periods not to exceed three years
                after termination of employment but not beyond the term
                established above.

        f.      Purchase by Cash or Stock. The purchase price of shares
                purchased upon the exercise of any stock option shall be paid
                (i) in full in cash, or (ii) in whole or in part (in combination
                with cash) in full shares of Common Stock owned by the optionee
                and valued at its fair market value on the date of exercise, all
                pursuant to procedures approved by the Committee.

        g.      Transferability. Options shall not be transferable. During the
                lifetime of the person to whom an option has been awarded, it
                may be exercisable only by such person or one acting in his
                stead or in a representative capacity. Upon or after the death
                of the person to whom an option is awarded, an option may be
                exercised by the optionee's legatee or legatees under his last
                will, or by the option holder's personal representative or
                distributee's executive, administrator, or personal
                representative or designee in accordance with the terms of the
                option.

11.     Adjustments for Special Distributions. The Committee shall have the
        authority to change all Stock Options granted under this Plan to adjust
        equitably the purchase price thereof to reflect a special distribution
        to shareholders or other extraordinary corporate action involving
        distributions or payments to shareholders (collectively referred to as
        "Special Distributions"). In the event of any Special Distribution, the
        Committee may, to the extent that it determines in its judgment that the
        adjustment of the purchase price of Stock Options does not fully reflect
        such Special Distribution, increase the number of shares of Common Stock
        covered by such Stock Options or cause to be created a Special
        Distribution account (the "Account") in the name of each individual to
        whom Stock Options have been granted hereunder (sometimes herein
        referred to as a "Grantee") to which shall be credited an amount
        determined by the Committee, or, in the case of non-cash Special
        Distributions, make appropriate comparable adjustments for or payments
        to or for the benefit of the Grantee.

        Amounts credited to the Account in accordance with the preceding rules
        shall be credited with interest, accrued monthly, at an annual rate
        equal to the higher of Moody's Corporate Bond Yield Average or the prime
        rate in effect from time to time, and such interest shall be credited in
        accordance with rules to be established by the Committee.
        Notwithstanding the foregoing, at no time


                                  Page: 4 of 7
   5

        shall the Committee permit the amount credited to the Grantee's Account
        to exceed ninety percent (90%) of the purchase price of the Grantee's
        outstanding Stock Options to which such amount relates. To the extent
        that any credit would cause the Account to exceed that limitation, such
        excess shall be distributed to the Grantee in cash.

        Amounts credited to the Grantee's Account shall be paid to the Grantee
        or, if the Grantee is deceased, his or her beneficiary at the time that
        the options to which it relates are exercised or expire, whichever
        occurs first.

        The Account shall for all purposes be deemed to be an unfunded promise
        to pay money in the future in certain specified circumstances. As to
        amounts credited to the Account, a Grantee shall have no rights greater
        than the rights of a general unsecured creditor of the Company, and
        amounts credited to the Grantee's Account shall not be assignable or
        transferable other than by will or the laws of descent and distribution,
        and such amounts shall not be subject to the claims of the Grantee's
        creditors.

12.     Adjustments and Reorganizations. The Committee may make such adjustments
        to awards granted under the Plan (including the terms, exercise price,
        and otherwise) as it deems appropriate in the event of changes that
        impact the Company, the Company's share price, or share status.

        In the event of any merger, reorganization, consolidation, change of
        control, recapitalization, separation, liquidation, stock dividend,
        stock split, extraordinary dividend, spin-off, split-up, rights
        offering, share combination, or other change in the corporate structure
        of the Company affecting the Common Stock, the number and kind of shares
        that may be delivered under the Plan shall be subject to such equitable
        adjustment as the Committee, in its sole discretion, may deem
        appropriate. The determination of the Committee on these matters shall
        be final and conclusive and binding on the Company and all participants.

        In the preceding paragraph, "change of control" means any of the
        following events:

        a.      An acquisition (other than directly from the Company) of any
                voting securities of the Company by any person who previously
                was the beneficial owner of less than ten percent of the
                combined voting power of the Company's outstanding voting
                securities and who immediately after such acquisition is the
                beneficial owner of 30 percent or more of the combined voting
                power of the Company's then outstanding voting securities;
                provided that, in determining whether a change of 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 subsidiary of the Company, (ii)
                the Company or any subsidiary of the Company, or (iii) any
                person in connection with a Non-Control Transaction (as
                hereinafter defined), will not constitute an acquisition which
                results in a change of control;

        b.      Approval by stockholders of the Company of:

                (1)     a merger, consolidation, or reorganization involving the
                        Company, unless:

                                (A)     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 51 percent of
                                        the combined voting power of the
                                        outstanding voting securities of the


                                  Page: 5 of 7
   6

                                        corporation resulting from such merger,
                                        consolidation, or reorganization (the
                                        "Surviving Company") in substantially
                                        the same proportion as their ownership
                                        of the voting securities of the Company
                                        immediately before such merger,
                                        consolidation, or reorganization; and

                                (B)     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
                                        Company; and

                                (C)     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,
                                        the Surviving Company, any subsidiary of
                                        the Surviving Company, or any person
                                        who, immediately prior to such merger,
                                        consolidation, or reorganization, was
                                        the beneficial owner of 20 percent or
                                        more of the then outstanding voting
                                        securities of the Company) is the
                                        beneficial owner of 20 percent or more
                                        of the combined voting power of the
                                        Surviving Company's then outstanding
                                        voting securities;

                                (D)     a transaction described in clauses (A)
                                        through (C) above is referred to herein
                                        as a "Non-Control Transaction;"

                (2)     the complete liquidation or dissolution of the Company;
                        or

                (3)     an agreement for sale or other disposition of all or
                        substantially all of the assets of the Company to any
                        person (other than a transfer to a subsidiary of the
                        Company).

        c.      Notwithstanding the foregoing, a change of control will not be
                deemed to occur solely because any person (a "Subject Person")
                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 of 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 of control will be deemed to have occurred.

13.     Tax Withholding. The Company shall have the right to (i) make deductions
        from any settlement of an award under the Plan, including the delivery
        or vesting of shares, or require shares or cash or both be withheld from
        any award, in each case in an amount sufficient to satisfy withholding
        of any federal, state, or local taxes required by law, or (ii) take such
        other action as may be necessary or appropriate to satisfy any such
        withholding obligations. The Committee may determine the manner in which
        such tax withholding may be satisfied, and may permit shares of Common
        Stock (rounded up to the next whole number) to be used to satisfy
        required tax withholding based on the fair market value of any such
        shares of Common Stock, as of the appropriate time of each award.


                                  Page: 6 of 7
   7

14.     Expenses. The expenses of administering the Plan shall be borne by the
        Company.

15.     Amendments. The Board of Directors of the Company shall have complete
        power and authority to amend the Plan, provided that the Board of
        Directors shall not, without shareholder approval, adopt any amendment
        which would (a) increase the number of shares for which options may be
        awarded under the Plan, (b) modify the class of employees eligible to
        receive awards, (c) extend the period during which incentive stock
        options may be awarded, or (d) materially increase the benefits of
        employees receiving awards under the Plan. No amendment to the Plan may,
        without the consent of the individual to whom the award shall
        theretofore have been awarded, adversely affect the rights of an
        individual under the award.

16.     Effective Date of the Plan. The Plan shall become effective on its
        adoption by the Board of Directors of the Company on February 5, 1997,
        subject to approval at the 1997 Annual Meeting of Shareholders.

17.     Termination. The Board of Directors of the Company may terminate the
        Plan or any part thereof at any time, provided that no termination may,
        without the consent of the individual to whom any award shall
        theretofore have been made, adversely affect the rights of an individual
        under the award.

18.     Other Actions. Nothing contained in the Plan shall be deemed to preclude
        other compensation plans which may be in effect from time to time or be
        construed to limit the authority of the Company to exercise its
        corporate rights and powers, including, but not by way of limitation,
        the right of the Company (a) to award options for proper corporate
        purposes otherwise than under the Plan to an employee or other person,
        firm, corporation, or association, or (b) to award options to, or assume
        the option of, any person in connection with the acquisition, by
        purchase, lease, merger, consolidation, or otherwise, of the business
        and assets (in whole or in part) of any person, firm, corporation, or
        association.


                                  Page: 7 of 7

EX-13

ex13

EX-21

   1
                                          EXHIBIT 21, ANNUAL REPORT ON FORM 10-K
                                            FOR THE YEAR ENDED DECEMBER 31, 2000
                                                   COMMISSION FILE NUMBER 1-3671

                          GENERAL DYNAMICS CORPORATION
                                  SUBSIDIARIES
                              AS OF MARCH 15, 2001



Subsidiaries of General Dynamics                                                     Place of                      Percent of
Corporation (Parent and Registrant)                                                Incorporation                  Voting Power
- ----------------------------------                                                 -------------                  ------------

                                                                                                                  
American Overseas Marine Corporation ..............................................Delaware..............................100
      Quincy Maritime Corporation I................................................Delaware..............................100
      Quincy Maritime Corporation II...............................................Delaware..............................100
      Quincy Maritime Corporation III..............................................Delaware..............................100
      Water Transportation Alternatives, Inc.......................................Delaware..............................100
Bath Iron Works Corporation .......................................................Maine.................................100
      BIW-LLTF LLC.................................................................Maine.................................100
CD Plus S.A.R.L....................................................................France................................100
Computer Systems & Communications Corporation .....................................Delaware..............................100
Concord I Maritime Corporation ....................................................Delaware..............................100
      Braintree I Maritime Corp....................................................Delaware..............................100
Concord II Maritime Corporation ...................................................Delaware..............................100
      Braintree II Maritime Corp...................................................Delaware..............................100
Concord III Maritime Corporation ..................................................Delaware..............................100
      Braintree III Maritime Corp..................................................Delaware..............................100
Concord IV Maritime Corporation ...................................................Delaware..............................100
      Braintree IV Maritime Corp. .................................................Delaware..............................100
Concord V Maritime Corporation ....................................................Delaware..............................100
      Braintree V Maritime Corp....................................................Delaware..............................100
Convair Aircraft Corporation ......................................................Delaware..............................100
Convair Corporation ...............................................................Delaware..............................100
Elco Company, The..................................................................New Jersey............................100
Electric Boat Corporation..........................................................Delaware..............................100
      EB Groton Engineering, Inc...................................................Delaware..............................100
      EB Groton Operations, Inc....................................................Delaware..............................100
      EB Newport Engineering, Inc..................................................Delaware..............................100
      EB Quonset Point Operations, Inc.............................................Delaware..............................100
      Electro Dynamic Corporation..................................................Delaware..............................100
      General Dynamics Power Technology, Inc.......................................Delaware..............................100
Electrocom, Inc....................................................................Delaware..............................100
GDIC Corp..........................................................................Delaware..............................100
      Computing Devices Canada Ltd.................................................Canada................................100
           CDC Systems U.K. Limited................................................England and Wales.....................100
           Computing Devices (Thailand) Limited....................................Thailand..............................100
           Proto Metalworks Ltd....................................................Canada................................100
      Computing Devices Company Limited............................................United Kingdom........................100
           Computing Devices Hastings Limited......................................United Kingdom........................100
           Computing Devices Eastbourne Limited....................................United Kingdom........................100
      GCC Beteiligungsverwal Tungs GMBH............................................Austria...............................100
      It International Telecom Holdings Inc........................................Canada................................100
           It International Telecom Inc............................................Canada................................100
           It International Telecom Limted.........................................England and Wales.....................100
           It International Telecom Marine Inc.....................................Canada................................100
           It International Telecom Maritimes Inc..................................Canada................................100




   2




                                          EXHIBIT 21, ANNUAL REPORT ON FORM 10-K
                                            FOR THE YEAR ENDED DECEMBER 31, 2000
                                                   COMMISSION FILE NUMBER 1-3671
                                                                          PAGE 2

                          GENERAL DYNAMICS CORPORATION
                                  SUBSIDIARIES
                              AS OF MARCH 15, 2001



Subsidiaries of General Dynamics                                                     Place of                      Percent of
Corporation (Parent and Registrant)                                                Incorporation                  Voting Power
- ----------------------------------                                                 -------------                  ------------

                                                                                                                  
General Dynamics Advanced Technology Systems, Inc..................................Delaware..............................100
      It International Telecom USA, Inc............................................Delaware..............................100
General Dynamics Armament Systems, Inc.............................................Delaware..............................100
      General Dynamics Ordnance Systems, Inc.......................................Delaware..............................100
      General Dynamics (C.I.) Limited..............................................Cayman Islands........................100
General Dynamics Defense Systems, Inc..............................................Delaware..............................100
      General Dynamics Creative Concepts, Inc......................................Delaware..............................100
      General Dynamics Devcor, Inc.................................................Delaware..............................100
General Dynamics Foreign Sales Corporation ........................................Virgin Islands........................100
General Dynamics Government Systems Corporation....................................Delaware..............................100
      General Dynamics Government Systems Overseas Corporation.....................Delaware..............................100
      General Dynamics Overseas Systems and Services Corporation...................Delaware..............................100
      General Dynamics Federal Services Corporation................................California............................100
      General Dynamics Interactive Corporation.....................................Delaware..............................100
      Page International Holdings, Inc.............................................Delaware..............................100
           Page Europa SpA.........................................................Italy.................................100
General Dynamics Information Systems, Inc..........................................Delaware..............................100
General Dynamics International Corporation ........................................Delaware..............................100
General Dynamics Land Systems Inc. ................................................Delaware..............................100
      AV Technology, LLC...........................................................Maryland..............................100
      General Dynamics Land Systems Customer Service & Support
        Company....................................................................Texas.................................100
           General Dynamics Support Services Company ..............................Delaware..............................100
           Global Support Services Company.........................................Cayman Islands........................100
      General Dynamics Land Systems International, Inc. ...........................Delaware..............................100
      General Dynamics Robotic Systems, Inc. ......................................Delaware..............................100
      G.T. Devices, Inc............................................................Maryland..............................100
General Dynamics Limited ..........................................................United Kingdom........................100
General Dynamics Manufacturing Limited ............................................Canada................................100
General Dynamics Marine Services, Inc..............................................Delaware..............................100
General Dynamics Ordnance and Tactical Systems.....................................Virginia..............................100
General Dynamics Properties, Inc...................................................Delaware..............................100
General Dynamics Shared Resources, Inc.............................................Delaware..............................100




   3


                                          EXHIBIT 21, ANNUAL REPORT ON FORM 10-K
                                            FOR THE YEAR ENDED DECEMBER 31, 2000
                                                   COMMISSION FILE NUMBER 1-3671
                                                                          PAGE 3

                          GENERAL DYNAMICS CORPORATION
                                  SUBSIDIARIES
                              AS OF MARCH 15, 2001



Subsidiaries of General Dynamics                                                     Place of                      Percent of
Corporation (Parent and Registrant)                                                Incorporation                  Voting Power
- ----------------------------------                                                 -------------                  ------------

                                                                                                                  
Gulfstream Aerospace Corporation...................................................Delaware..............................100
      Gulfstream Aerospace Corporation.............................................California............................100
      Gulfstream Aerospace Corporation.............................................Oklahoma..............................100
      Gulfstream Aerospace Corporation.............................................Georgia...............................100
      Gulfstream Aerospace Corporation of Texas....................................Texas.................................100
      Gulfstream Aerospace FSC, Ltd................................................Barbados..............................100
      Gulfstream Aerospace (Middle East) Ltd.......................................Cyprus................................100
      Gulfstream Aerospace Services Corporation....................................Delaware..............................100
      Gulfstream Aircraft Incorporated.............................................Georgia...............................100
      Gulfstream Delaware Incorporation............................................Delaware..............................100
      Gulfstream Financial Services Corporation....................................Georgia...............................100
      Gulfstream International Corporation.........................................Delaware..............................100
      Gulfstream Net Jets, Inc.....................................................Georgia...............................100
      Interiores Aeros S.A. de C.V.................................................Mexico................................100
Material Service Resources Company.................................................Delaware..............................100
      Freeman Energy Coal Sales Corporation........................................Delaware..............................100
      Capital Fuels Sales Corporation..............................................Delaware..............................100
      Capital Resources Development Company........................................Delaware..............................100
      Material Service Corporation.................................................Delaware..............................100
           Material Service Foundation.............................................Illinois..............................100
           MLRB, Inc...............................................................Illinois..............................100
           Mineral and Land Resources Corporation..................................Delaware..............................100
           Thornton Quarries Corporation...........................................Illinois..............................100
      Century Mineral Resources, Inc...............................................Illinois..............................100
      Freeman Energy Corporation...................................................Delaware..............................100
           Freeman Resources, Inc..................................................Illinois..............................100
           Freeman United Coal Mining Company......................................Delaware..............................100
           Walker Creek Resource Company...........................................Delaware..............................100
NASSCO Holdings Incorporated.......................................................Delaware..............................100
      International Manufacturing Technologies, Inc................................California............................100
      Technologias Internacionales de Manufactura S.A. de C.V. ....................Mexico................................100
      National Steel and Shipbuilding Company......................................Nevada................................100
Patriot I Shipping Corp. ..........................................................Delaware..............................100
Patriot II Shipping Corp. .........................................................Delaware..............................100
Patriot IV Shipping Corp. .........................................................Delaware..............................100

EX-23.1

   1
                                        EXHIBIT 23.1, ANNUAL REPORT ON FORM 10-K
                                            FOR THE YEAR ENDED DECEMBER 31, 2000
                                                   COMMISSION FILE NUMBER 1-3671





                          GENERAL DYNAMICS CORPORATION

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



           As independent public accountants, we hereby consent to the
incorporation of our report incorporated by reference into this Form 10-K for
the year ended December 31, 2000, into the company's previously filed
Registration Statements File Numbers 33-23448, 2-23904, 2-23032, 2-28952,
2-50980, 2-24270, 33-42799, 33-80213 and 33-81051.



                                          /s/ ARTHUR ANDERSEN LLP
                                          -----------------------
                                              ARTHUR ANDERSEN LLP

Vienna, Virginia
March 29, 2001

EX-23.2

   1
                                        EXHIBIT 23.2, ANNUAL REPORT ON FORM 10-K
                                            FOR THE YEAR ENDED DECEMBER 31, 2000
                                                   COMMISSION FILE NUMBER 1-3671



INDEPENDENT AUDITORS' CONSENT



           We consent to the incorporation by reference in Registration
Statement No. 333-80213 on Form S-4 and Registration Statement No. 333-81051 on
Form S-3 of General Dynamics Corporation of our report with respect to the
consolidated financial statements of Gulfstream Aerospace Corporation for the
year ended December 31, 1998, dated February 1, 1999 (March 1, 1999 as to Note
16), appearing in this Annual Report on Form 10-K of General Dynamics
Corporation for the year ended December 31, 2000.



/s/ DELOITTE & TOUCHE LLP
- -------------------------
 DELOITTE & TOUCHE LLP


Atlanta, Georgia
March 28, 2001

EX-24

   1
GENERAL DYNAMICS CORPORATION                                   EXHIBIT 24
COMMISSION FILE NUMBER      1-3671                             POWER OF ATTORNEY
IRS NO.     13-1673581    -----------                          REPORTS ON FORM
          --------------                                       10-K AND 10-Q




                                POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors and/or Officers of GENERAL DYNAMICS CORPORATION, a Delaware
corporation, hereby constitutes and appoints each of NICHOLAS D. CHABRAJA,
MICHAEL J. MANCUSO, DAVID A. SAVNER, and his true and lawful attorney and agent,
in the name and on behalf of the under-signed, to do any and all acts and things
and execute any and all instruments which the attorney and agent may deem
necessary or advisable to enable General Dynamics Corporation to comply with the
Securities Act of 1933, and the Exchange Act of 1934, as amended, and any rules
and regulations and requirements of the Securities and Exchange Commission (the
Commission) in respect thereof, in connection with annual reports to the
Commission on Form 10-K, quarterly reports on Form 10-Q, and other reports as
required by General Dynamics Corporation, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign the
names of the undersigned in his capacity as Director and/or Officer of General
Dynamics Corporation to reports filed with the Commission with respect thereto,
to any and all amendments, including hereby ratifying and confirming all that
the attorneys and agents, or any of them, has done, shall do or shall cause to
be done by virtue hereof.

           IN WITNESS WHEREOF, the undersigned have hereunto set their hands
this 7th day of February 2001.


/s/  Julius W. Becton, Jr.                  /s/ George A. Joulwan
- ------------------------------              ------------------------------------
Julius W. Becton, Jr.                       George A. Joulwan


/s/  Nicholas D. Chabraja                   /s/ Paul G. Kaminski
- ------------------------------              ------------------------------------
Nicholas D. Chabraja                        Paul G. Kaminski


/s/  James S. Crown                         /s/ James R. Mellor
- ------------------------------              ------------------------------------
James S. Crown                              James R. Mellor


/s/  Lester Crown                           /s/  Carl E. Mundy, Jr.
- ------------------------------              ------------------------------------
Lester Crown                                Carl E. Mundy, Jr.


/s/ Charles H. Goodman                      /s/  Carlisle A.H. Trost
- ------------------------------              ------------------------------------
Charles H. Goodman                          Carlisle A.H. Trost

EX-99.1

   1
                                        EXHIBIT 99.1, ANNUAL REPORT ON FORM 10-K
                                            FOR THE YEAR ENDED DECEMBER 31, 2000
                                                   COMMISSION FILE NUMBER 1-3671



INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders of
    Gulfstream Aerospace Corporation:

We have audited the consolidated statements of income, stockholders' equity, and
cash flows for the year ended December 31, 1998 of Gulfstream Aerospace
Corporation and subsidiaries (none of which are presented herein). These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the Gulfstream Aerospace Corporation and subsidiaries'
results of operations and their cash flows for the year ended December 31, 1998,
in conformity with accounting principles generally accepted in the United States
of America.




/s/ DELOITTE & TOUCHE LLP
- -------------------------
 DELOITTE & TOUCHE LLP




Atlanta, Georgia
February 1, 1999
(March 1, 1999 as to Note 16)