Retirement Benefit Agreement - General Dynmamics Corp. and David A. Savner


                          RETIREMENT BENEFIT AGREEMENT

AGREEMENT DATED AS OF 4 March, 1998 between General Dynamics Corporation, a
Delaware corporation ('the Corporation'), and David A. Savner ('the Executive').

WHEREAS, the Executive, following his employment by the Corporation, will accrue
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 acceptance of employment
with the Corporation and the 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 become a member of 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 Section 4, the Supplemental Retirement Benefit
      shall equal an amount calculated under the Final Average Benefit Formula
      of the Retirement Plan increased to reflect the addition of five (5) years
      of Plan Membership (as defined in the Retirement Plan) to the Executive's
      actual period of Plan Membership while an Executive and then reduced by
      any payments that may be payable under the Retirement Program. This offset
      shall be calculated based on the normal lifetime benefits payable under
      the terms of this Retirement Benefit Agreement and the Retirement Program
      prior to the election of any optional forms for payment of retirement
      benefits.

      Payment of Supplemental Retirement Benefits shall commence to the
      Executive on the first day of the month following his attainment of age
      sixty-two (62) 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
      during his first six (6) years of employment, 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 the last paragraph of this Section 4, if the
      Executive terminates employment following completion of at least six (6)
      years of employment, the Executive shall be entitled to the Supplemental
      Retirement Benefit specified in Section 3 above.

      Alternatively, if the Executive shall terminate his employment with the
      Corporation at anytime after the execution of this Agreement under either
      of the conditions specified in paragraphs (a) or (b) below, the Executive
      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 for cause.

      Notwithstanding anything in this Agreement to the contrary, no
      Supplemental Retirement Benefit shall be paid hereunder (and any
      Supplemental Retirement Benefit currently being paid to the Executive
      shall cease) if, in the sole opinion of the Compensation Committee, the
      Executive: (a) is discharged for causing harm to the Corporation
      (financial, reputation, or product), through: (i) 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 (b) is subsequently
      employed 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.

5.    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 retirement benefit is to
      commence.

6.    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, 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

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      Agreement as a single-life annuity, assuming he was involuntarily
      terminated 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 immediately
      prior to his death.

7.    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.

8.    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.

9.    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.

10.   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.

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

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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


     [SIG]                                 By: /s/ W. PETE WYLIE
----------------------------------             ----------------------------
Secretary                                      W. Pete Wylie
                                               Corporate Vice President - Human
                                               Resources and Administration



     [SIG]                                     /s/ DAVID SAVNER
----------------------------------             ----------------------------
Witness                                        David A. Savner




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