By-Laws - General Dynamics Corp.


                          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, 


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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.


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        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.


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        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.


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        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


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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 


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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 


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(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 


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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 


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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.


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   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


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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.


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   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


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   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 


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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.



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                                    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



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