Retirement Benefit Agreement - General Dynamics Corp. and Michael J. Mancuso


                          RETIREMENT BENEFIT AGREEMENT


AGREEMENT DATED AS OF 6th March, 1998 between General Dynamics Corporation, a
Delaware corporation ('the Corporation'), and Michael J. Mancuso ('the
Executive').

WHEREAS, the Executive has accrued retirement benefits under the General
Dynamics Retirement Plan for Salaried Employees (the 'Retirement Plan') and to
the extent the accrued benefits under the Retirement Plan are limited by
Section 415, 401 (a)(4) or 401 (a)(17) of the Internal Revenue Code (or
similar provisions), any benefit that would have been provided by the benefit
formula of the Retirement Plan in excess of those limitations will be provided
under a nonqualified plan (Supplemental Retirement Plan).  The Retirement Plan
and the Supplemental Retirement Plan are hereinafter collectively referred to
as the 'Retirement Program.'

WHEREAS, this Agreement provides for certain additional retirement benefits to
be paid following the Executive's termination of employment or retirement.

NOW, THEREFORE, in consideration for the Executive's future services to be
rendered to the Corporation by the Executive, the Corporation and the Executive
agree as follows:

1.       MEMBERSHIP IN GENERAL DYNAMICS RETIREMENT PLAN.

         The Executive will maintain his membership in the General Dynamics
         Retirement Program, a copy of which has been furnished to him.

2.       RETIREMENT PROGRAM BENEFIT.

         Upon the Executive's retirement from the Corporation, the Executive
         shall be entitled to such annual retirement benefits, if any, as of
         the date of the Executive's termination of employment with the
         Corporation, based upon the terms of the Retirement Program.  Payment
         of these benefits shall commence at such time and in the form the
         Executive elects pursuant to the terms of the Retirement Plan.

3.       AMOUNT OF SUPPLEMENTAL RETIREMENT BENEFIT.

         Upon termination of the Executive's employment with the Corporation
         under the conditions specified in Sections 4 and 5 below, the
         Executive's Supplemental Retirement Benefit shall equal an annual
         payment of One-Hundred Thousand Dollars and no cents ($100,000.00)
         times the Executive's 'Vested Percentage'.  The Supplemental Benefit
         Amount shall be paid monthly and shall be in addition to any amount
         that may be payable under the Retirement Program.  The Supplemental
         Retirement Benefit shall be equal to a single-life annuity form of
         payment and shall be adjusted in accordance with the election of any
         optional form of payment which the Executive may elect under the
         Retirement Program.

         Payment of Supplemental Retirement Benefits shall commence to the
         Executive on the first day of the month following his attainment of
         age fifty-seven (57) or following his date of termination of
         employment or retirement, if later.

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4.       ELIGIBILITY FOR SUPPLEMENTAL RETIREMENT BENEFITS.

         If the Executive voluntarily terminates employment with the
         Corporation prior to October 1, 1999, no Supplemental Retirement
         Benefit shall be payable under the terms of this Retirement Benefit
         Agreement.  This restriction shall not apply to any retirement
         benefits that may be payable under the Retirement Program.  Subject to
         the restrictions enumerated in Section 5 below, if the Executive
         terminates employment on or after October 1, 1999, he shall receive a
         'Vested Percentage' of his Supplemental Retirement Benefit equal to
         twenty percent (20%), plus an additional twenty percent (20%) for each
         year of employment completed after September 30, 1999, until October
         1, 2003, when the Executive's Vested Percentage shall equal
         one-hundred percent (100%).  The Executive shall not receive credit
         for a partial year of employment towards his Vested Percentage.

         Alternatively, if the Executive shall terminate his employment with
         the Corporation other than Termination for Cause at anytime after
         signing this Agreement under either of the conditions specified in
         paragraphs (a) or (b) below, the Executive shall be deemed to have a
         'Vested Percentage' equal to one-hundred percent (100%) and shall be
         entitled to the Supplemental Retirement Benefit specified in Section 3
         above.

         (a)     In the event of the Executive's illness or disability such
                 that he is unable, in the sole opinion of the Compensation
                 Committee, to adequately perform the tasks of his position; or

         (b)     If the Corporation shall substantially downgrade the
                 Executive's responsibilities or if the Corporation shall
                 involuntarily terminate his employment other than Termination
                 for Cause as defined below.

5.       REDUCTIONS AND FORFEITURES OF PAYMENT.

         Notwithstanding anything in this Agreement to the contrary:

         (a)     Termination for Cause:  No Supplemental Retirement Benefit
                 shall be paid in any amount hereunder (and any Supplemental
                 Retirement Benefit currently being paid to the Executive shall
                 be permanently forfeited) if, in the sole opinion of the
                 Compensation Committee, the Executive is discharged for
                 causing harm to the Corporation ('Termination for Cause'),
                 including, but not limited to: (1) an act or acts of personal
                 dishonesty, (ii) conviction of a felony related to the
                 Corporation, (iii) material violation of General Dynamics'
                 standards of business ethics and conduct, or (iv) individually
                 filing, assisting or participating in a lawsuit against the
                 Corporation or it's officers in their official capacity.

         (b)     Re-employment: The Executive specifically agrees that this
                 Supplemental Retirement Benefit is for his enjoyment in
                 retirement.  Therefore, if the Executive's employment with the
                 Corporation terminates other than Termination for Cause prior
                 to October 1, 2003, and the Executive is subsequently employed
                 at anytime by any other employer either as an employee or an
                 independent contractor (other than as a director on the board
                 of directors for a charitable organization) without prior
                 Compensation Committee approval, which approval shall not be
                 unreasonably withheld, the Executive's Vested Percentage shall
                 be deemed to be zero percent (0.0%) and he shall not receive
                 any Supplemental Retirement Benefit at all (and such benefit
                 shall be permanently discontinued if the Executive is in pay
                 status).  If Executive's employment with the Corporation
                 terminates other than Termination for Cause on or after
                 October 1, 2003, and the Executive is subsequently employed at
                 anytime by any other employer as either an employee or an
                 independent contractor (other than as a director on the board
                 of directors for a charitable organization)


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                 without prior Compensation Committee approval, which approval
                 shall not be unreasonably withheld, the Executive's 'Vested
                 Percentage' shall be deemed to be fifty percent (50%) and his
                 Supplemental Retirement Benefit shall be computed with such
                 Vested Percentage and no greater (and such benefit shall be
                 permanently reduced to reflect this Vested Percentage if the
                 Executive is in pay status at the time of his re-employment
                 without consent).  For purposes of this Section 5(b)
                 'reemployment' means employment, including as a member of the
                 board of directors, with an organization otherwise
                 unaffiliated with the Corporation.

6.       ALTERNATE FORM OF BENEFIT.

         The Executive shall have the option, on written notice transmitted to
         the Corporation at least 30 days prior to the date on which payment of
         his benefit would otherwise commence hereunder, to elect to receive
         the retirement benefit described herein payable in an alternate form
         as provided by the Retirement Plan or, in the Corporation's
         discretion, in another form of actuarial equivalent value.  The
         applicable single-life annual benefit shall then be converted to the
         alternate form elected by the application of the actuarial factors
         used for converting benefits under the Retirement Plan at the time the
         Executive's retirement benefit is to commence.

7.       SURVIVOR BENEFIT IN CASE OF DEATH PRIOR TO COMMENCEMENT OF BENEFITS.

         If the Executive dies after the date of this Agreement but prior to
         commencement of benefits, and at the time of his death he would have
         been entitled to a Supplemental Retirement Benefit under this
         Agreement in the event of his involuntary termination (other than
         Termination for Cause), then his spouse shall be entitled to receive a
         'Pre-Retirement Surviving Spouse Annuity' as provided in the
         Retirement Plan (currently defined as a 50% Contingent Annuity) for
         her life.  The amount of the Pre-Retirement Surviving Spouse Annuity
         payable under this Agreement shall equal the amount that would have
         been paid to the Executive under this Agreement as a single-life
         annuity, assuming he was involuntarily terminated (other than
         Termination for Cause) immediately prior to his date of death, reduced
         by the Retirement Plan's actuarial adjustments necessary to express
         the single-life annuity as a 50% contingent annuity option. Payment of
         this benefit shall commence on the date the Supplemental Retirement
         would have commenced to the Executive if he had involuntarily
         terminated (other than Termination for Cause) immediately prior to his
         death.

8.       PAYMENT.

         All annual retirement benefits for the life of the Executive (or
         alternate form of benefit) or other amounts payable as provided in
         this Agreement shall be paid as provided in the Executive's benefit
         election under the Retirement Plan.  Any retirement benefits to which
         the Executive is entitled under this Agreement shall be paid directly
         by the Corporation to the extent they are not paid under the
         Retirement Plan.  The Corporation may, in its sole discretion,
         accelerate the payment of benefits under this Agreement in the form of
         an actuarial equivalent value mutually agreeable to the parties.

9.       NO ASSIGNMENT.

         No benefit under this Agreement 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 Retirement
         Program.



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10.      PAYMENT FROM GENERAL ASSETS.

         Unless otherwise determined by the Corporation, the Supplemental
         Retirement Benefit will be payable by the Corporation from its general
         assets.  The Corporation shall not be obliged to acquire, designate or
         set aside any specific assets for payment of the Supplemental
         Retirement Benefit.  Further, the Executive shall have no claim
         whatsoever to any specific assets or group of assets of the
         Corporation.

         The Corporation may, in its discretion, designate that the
         Supplemental Retirement Benefit shall be satisfied from the assets of
         a trust, fund, or other segregated group of assets.  But, should these
         assets prove to be insufficient to satisfy payment of the Supplemental
         Retirement Benefit described above, the Corporation shall remain
         liable for their payment unless otherwise agreed to by the parties of
         this Agreement.

11.      TAXATION.

         The Executive and the Corporation agree that all payments hereunder
         shall be treated as 'wages' for federal and state income tax and
         employment tax purposes at such time and in such manner as shall be
         prescribed by law.  Each party to this Agreement shall be responsible
         for the payment of any such taxes as shall be legally required of such
         party.

12.      This Agreement shall be governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on
behalf of its Chairman and Chief Executive Officer by the Corporate Vice
President - Human Resources and Administration and its corporate seal to be
hereunto affixed and attested to by the Secretary of the Corporation, and the
Executive has executed this Agreement as of the date first above written.


ATTEST:                             GENERAL DYNAMICS CORPORATION




/s/ PAUL A. HESSE                    By: /s/ W. P. WYLIE
------------------------------          -------------------------------------
Secretary                               W. P. Wylie
                                        Corporate Vice President - Human
                                        Resources and Administration




/s/ HENRY C. EICKELBERG                 /s/ MICHAEL J. MANCUSO
------------------------------          -------------------------------------
Witness                                 Michael J. Mancuso





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