{"id":40697,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-retirement-plan-general-dynamics-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-retirement-plan-general-dynamics-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-retirement-plan-general-dynamics-corp.html","title":{"rendered":"Supplemental Retirement Plan – General Dynamics Corp."},"content":{"rendered":"
GENERAL DYNAMICS CORPORATION
\nSUPPLEMENTAL RETIREMENT PLAN<\/b>\n\n\n<\/p>
Effective January 1 1983
\nand restated effective January 1, 2002\n\n\n<\/p>
 \n\n<\/p>
<\/p>
\n<\/p>
 <\/h5>
\n\n\n\n<\/p>
TABLE OF CONTENTS<\/b>\n\n\n<\/p>
\n\n\n        \n        \n        \n        \n        \n        \n        \n        \n        \n        \n        \n        \n        \n        
 <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n<\/tr>\n
 <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n        Page<\/b><\/td>\n<\/tr>\n
 <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n<\/tr>\n
SECTION 1<\/td>\n         <\/td>\n        \nINTRODUCTION AND PLAN HISTORY\n<\/td>\n         <\/td>\n         <\/td>\n        2<\/td>\n         <\/td>\n<\/tr>\n
 <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n<\/tr>\n
SECTION 2<\/td>\n         <\/td>\n        \nDEFINITIONS\n<\/td>\n         <\/td>\n         <\/td>\n        3<\/td>\n         <\/td>\n<\/tr>\n
 <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n<\/tr>\n
SECTION 3<\/td>\n         <\/td>\n        \nSUPPLEMENTAL BENEFITS DUE TO
\nLIMITATIONS UNDER DEFINED BENEFIT
\nPLANS\n<\/td>\n        		 <\/td>\n         <\/td>\n        5<\/td>\n         <\/td>\n<\/tr>\n
 <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n<\/tr>\n
SECTION 4<\/td>\n         <\/td>\n        \nSPECIAL SUPPLEMENTAL BENEFITS\n<\/td>\n         <\/td>\n         <\/td>\n        7<\/td>\n         <\/td>\n<\/tr>\n
 <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n<\/tr>\n
SECTION 5<\/td>\n         <\/td>\n        \nMISCELLANEOUS PROVISIONS\n<\/td>\n         <\/td>\n         <\/td>\n        8<\/td>\n         <\/td>\n<\/tr>\n
 <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n         <\/td>\n<\/tr>\n
SECTION 6<\/td>\n         <\/td>\n        \nAMENDMENT AND TERMINATION
\nOF PLAN\n<\/td>\n        		 <\/td>\n         <\/td>\n        11<\/td>\n         <\/td>\n<\/tr>\n<\/table>\n<\/center>\n
1\n\n<\/p>
<\/p>
\n<\/p>
 <\/h5>
\n\n<\/p>
SECTION 1
\nINTRODUCTION AND PLAN HISTORY<\/b>\n\n\n<\/p>
1.01      Introduction. This Plan is maintained so as to strengthen the ability of\nthe Corporation to attract and retain persons of outstanding competence upon\nwhich, in large measure, continued growth and profitability depend.\n\n<\/p>
The Plan is intended to supplement any benefits that may be provided under any\nplans of the Corporation and its Subsidiaries, as they may be in effect from\ntime to time, that are qualified under Section 401 of the Internal Revenue Code\nof 1986. The Corporation shall not be required to fund, in any way, any of the\nbenefits provided under this Plan prior to the time payments become due to\npersons hereunder.\n\n<\/p>
The Plan is intended to be an excess benefit plan within the meanings of\nSections 3(36) and 201(7) of ERISA and an unfunded deferred compensation plan\nfor a select group of management or highly compensated employees within the\nmeanings of Sections 201(2), 301(a)(3) and 401(a)(4) of ERISA and shall be\nconstrued and interpreted accordingly.\n\n<\/p>
1.02      Effective Date. The Plan was established January 1, 1983, and previously\namended and restated as of January 1, 1989. The effective date of the\namendment and restatement of the Plan as set forth herein is January 1, 2002,\nexcept as otherwise provided in the Plan or an Appendix attached to this\ndocument.\n\n<\/p>
1.03      Plan Appendices and Exhibits. From time to time, the Corporation may\nadopt Exhibits to the Plan for the purpose of setting forth specific provisions\nof this Plan. In addition, the Corporation may from time to time adopt\nAppendices to this Plan for the purpose of providing documentation necessary to\ndetermine benefits under the Plan for certain employee groups. Each such\nExhibit or Appendix shall be attached to and form a part of the Plan. Each\nsuch Exhibit or Appendix shall specify the Employing Unit to which it applies\nand shall supersede the provisions of the Plan document to the extent necessary\nto eliminate any inconsistencies between the Plan document and such Exhibit or\nAppendix.\n\n<\/p>
1.04      Prior Provisions. The provisions of this Plan shall apply only to\nEmployees who shall terminate active employment on or after the effective date\nof this Plan. Employees prior to January 1, 2002, who continue in active\nemployment after January 1, 2002, shall continue to maintain their rights and\nbenefits hereunder. The rights and benefits, if any, of an Employee who\nterminates active employment prior to January 1, 2002 (including Employees who\nwere on layoff or were otherwise absent from service as of January 1, 2002 and\nwho do not return to active employment prior to their respective severance from\nservice dates), shall be determined in accordance with the provisions of the\nplans as they were in effect on the date of such termination from active\nemployment except as specifically indicated herein.\n\n<\/p>
2\n\n<\/p>
<\/p>
\n<\/p>
 <\/h5>
\n<\/p>
SECTION 2
\nDEFINITIONS<\/b>\n\n\n<\/p>
Where the following words and phrases appear in the Plan, they shall have the\nrespective meanings set forth below, unless the context clearly indicates to\nthe contrary. Some of the words and phrases used in the Plan are not defined\nin this Section 2, but, for convenience, are defined as provided in an Appendix\nor Exhibit or as they are introduced into the text.\n\n<\/p>
2.01      Actuarial Equivalent Value. \u0093Actuarial Equivalent Value\u0094 shall mean an\namount determined by an Actuary that is of the equivalent value to the\naggregate amounts expected to be received under different forms of payment\nunder the Plan and based on actuarial assumptions adopted under the Defined\nBenefit Plan in which the Plan Participant benefits; provided however, for\npurposes of determining a lump sum value where no lump sum payment option,\nother than the small benefit cashouts described in Section S5.5 of the Master\nSupplement Retirement Plan, is available under the Defined Benefit Plan, the\nlump sum value shall be actuarially determined based on the 1984 Unisex Pension\nmortality table (UP-84 Table) with 7% per annum compound interest.\n\n<\/p>
2.02      Actuary. \u0093Actuary\u0094 shall mean one or more actuaries chosen by the\nCorporation, who shall be independent of the Corporation, and qualified through\nFellowship in the Society of Actuaries or a firm with such actuaries on its\nstaff.\n\n<\/p>
2.03      Code. \u0093Code\u0094 shall mean the Internal Revenue Code of 1986, as amended\nfrom time to time.\n\n<\/p>
2.04      Corporation. \u0093Corporation\u0094 shall mean General Dynamics Corporation, a\nDelaware corporation, and any successor thereof.\n\n<\/p>
2.05      Defined Benefit Plan. \u0093Defined Benefit Plan\u0094 shall mean any Retirement\nPlan maintained by the Corporation or its Subsidiaries other than a Defined\nContribution Plan as its specific benefit structure is defined with respect to\na group of covered employees. Defined Benefit Plans covered by this Plan are\nlisted in Appendix A.\n\n<\/p>
2.06      Defined Contribution Plan. \u0093Defined Contribution Plan\u0094 shall mean a\nRetirement Plan which provides for an individual account for each covered\nEmployee and for benefits based solely upon the amount contributed to the\nEmployee\u0092s account, and any income, expenses, gains and losses, and any other\namounts which may be allocated to such account. This definition includes, but\nis not limited to, the General Dynamics Savings and Stock Investment Plan and\nHourly Employee Savings and Stock Investment Plan and such other plans as may\nbe established from time to time.\n\n<\/p>
2.07      Employee. \u0093Employee\u0094 shall mean any person regularly employed as a\nfull-time salaried or hourly employee by the Corporation or its Subsidiaries in\nany capacity including officers (and also including directors who regularly\nrender services to the Corporation or its Subsidiaries as\n\n<\/p>
3\n\n<\/p>
<\/p>
\n<\/p>
 <\/h5>
\n<\/p>
regular full-time employees), and who is not covered by a collective bargaining\nagreement unless coverage under this Plan has been extended by negotiated\nagreement to Employees covered by the terms of such agreements. Individuals\nnot initially treated and classified by the Corporation as common-law\nemployees, including, but not limited to, leased employees, independent\ncontractors or any other contract employees, shall be excluded from\nparticipation irrespective of whether a court, administrative agency or other\nentity determines that such individuals are common-law employees.\n\n<\/p>
2.08      Employing Unit. \u0093Employing Unit\u0094 shall mean any Subsidiary or affiliate\nof the Corporation or any economic or organizational or locational division or\nunit thereof which is set forth in the Appendices to the Plan.\n\n<\/p>
2.09      ERISA. \u0093ERISA\u0094 shall mean the Employee Retirement Income Security Act of\n1974, as amended.\n\n<\/p>
2.10      Participant. \u0093Participant\u0094 shall mean an Employee who satisfied the\neligibility criteria described in Section 3.01, 4.01 or an Appendix.\n\n<\/p>
2.11      Plan. \u0093Plan\u0094 shall mean the Supplemental Retirement Plan effective\nJanuary 1, 1983, and restated as set forth herein effective January 1, 2002, as\nit shall be amended from time to time and its Appendices and Exhibits.\n\n<\/p>
2.12      Prior Plan. \u0093Prior Plan\u0094 shall mean the General Dynamics Corporation\nSupplemental Retirement Plan effective January 1, 1983, and restated January 1,\n1989.\n\n<\/p>
2.13      Retirement Plan. \u0093Retirement Plan\u0094 shall mean any plan, fund, or program\nwhich was heretofore or is hereafter established or maintained by the\nCorporation and\/or its Subsidiaries and which is qualified under Code Section\n401 to the extent that by its express terms or as a result of surrounding\ncircumstances such plan, fund or program:\n\n<\/p>
\n<\/p><\/pre>\n\n\n\n\n
 <\/td>\n(a)<\/td>\n <\/td>\nprovides retirement income to Employees; or<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(b)<\/td>\n <\/td>\nresults in a deferral of income by Employees for periods
\nextending to the termination of covered employment or beyond,<\/td>\n<\/tr>\n<\/table>\n
regardless of the method of calculating the contributions made to the plan, the
\nmethod of calculating the benefits under the plan or the method of distributing
\nbenefits from the plan.<\/p>\n
2.14      Subsidiary. \u0093Subsidiary\u0094 shall mean any subsidiary of the Corporation
\nauthorized by the Corporation to participate in this Plan with respect to their
\nEmployees and of which the Corporation owns, directly or indirectly eighty
\npercent (50%) or more of the outstanding voting stock.<\/p>\n
4<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
SECTION 3
\nSUPPLEMENTAL BENEFITS DUE TO LIMITATIONS
\nUNDER DEFINED BENEFIT PLANS<\/b><\/p>\n
3.01      Participation. Eligibility for participation for any benefits provided
\nunder this Section 3 shall be extended to Employees covered under a benefit
\nstructure identified in Appendix A either who are members of a select group of
\nmanagement or highly compensated employees with benefits payable under such
\nbenefit structure restricted due to the limitations of Code Section 401(a)(17)
\nor whose benefits payable thereunder are restricted due to Code Section 415
\nlimitations.<\/p>\n
Notwithstanding the preceding paragraph, an Employee shall not be eligible for
\na benefit under Section 3 if such Employee is eligible for benefits under an
\nAppendix (other than Appendix A) or an agreement with the Corporation or its
\nSubsidiaries where such Appendix or agreement provides benefits in lieu of
\nbenefits described in this Section 3 unless such Appendix or agreement provides
\notherwise.<\/p>\n
3.02      Benefit. The benefit payable to or on behalf of a Participant eligible
\nunder Section 3.01 shall be an amount equal to the excess, if any, of (a) over
\n(b) as follows:<\/p>\n
\n\n\n\n\n
 <\/td>\n(a)<\/td>\n <\/td>\nThe total that would have been provided to the Participant
\nunder the various Defined Benefit Plans of which he is a member
\nwithout regard to the limitations of Code Sections 415 or 401(a)(17)
\nand payable in the form of benefit elected by the Participant under
\nthe Defined Benefit Plans in which he is a member.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(b)<\/td>\n <\/td>\nThe maximum benefit as determined under Code Sections 415 or
\n401(a)(17) actually payable in the form elected by the Participant
\nunder the various Defined Benefit Plans of which he is a member.<\/td>\n<\/tr>\n<\/table>\n
However, calculation of this benefit shall reflect any restrictions and\/or
\nmodifications described
\nin Appendix A that may be applicable to the Participant.<\/p>\n
3.03      Payment of Benefits. Except as otherwise described in the Appendix A, any
\nbenefits payable pursuant to this Section 3 shall be paid under the same
\nconditions, restrictions and options as would apply to the benefits if they
\nwere provided by the Defined Benefit Plans of which the Participant was a
\nmember, at the time of his retirement, pursuant to the optional forms of
\npayment actually selected by the Participant under those Defined Benefit Plans.
\nNotwithstanding the preceding sentence and subject to Section 5.05, except as
\notherwise provided in Appendix D, if the Defined Benefit Plan(s) of which the
\nParticipant was a member permits a lump sum distribution option, a lump sum
\nshall be available to such Participant under this Plan only if the Participant
\nelects the lump sum distribution option prior to such Participant\u0092s termination
\nof employment.<\/p>\n
3.04      Modification. If, after commencement of monthly benefit payments under
\nthe Plan, the amount of monthly payments to which the Participant is entitled
\nunder the Defined Benefit Plan\n<\/p>\n
5<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
is increased by reason of an increase in the limitations under Code Section 415
\nor 401(a)(17), the amount of the monthly payments to which he is entitled under
\nthe Plan will be decreased by the amount of monthly payment increase under the
\nDefined Benefit Plan.<\/p>\n
6<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
SECTION 4
\nSPECIAL SUPPLEMENTAL BENEFITS<\/b><\/p>\n
4.01      Participation. Recognizing the need to make special retirement and other
\ncompensation or employee benefit provisions for certain Employees of Employing
\nUnits, the Corporation may, from time to time and in its best judgment,
\ndesignate groups of select management or highly compensated employees as being
\neligible to receive additional benefits, substitute benefits, or more
\nrestrictive benefits than are found in Section 3 of the Plan. Any such
\nEmployees or groups of Employees shall be described in Appendices attached to
\nthis Plan or in other agreements with the Corporation or its Subsidiaries.<\/p>\n
Such Employees shall not be eligible for a benefit under Section 3.02 to the
\nextent such appendices or agreements provide for benefits in lieu of benefits
\ndescribed in Section 3 unless such Appendix or agreement provides otherwise.
\nFor those Employees with individual agreements, unless expressly provided in
\nthe agreement, the provisions of this Plan shall not apply to the benefit
\nattributable to such agreement.<\/p>\n
4.02      Benefits. Such benefits may be provided only to select management or
\nhighly compensated employees in such amounts as the Corporation determines are
\nappropriate.<\/p>\n
7<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
SECTION 5
\nMISCELLANEOUS PROVISIONS<\/b><\/p>\n
5.01      Construction. In the construction of the Plan the masculine shall include
\nthe feminine and the singular shall include the plural in all cases where such
\nmeanings would be appropriate. This Plan shall be construed, governed,
\nregulated, and administered according to the laws of the State of Virginia.<\/p>\n
5.02      Employment. The Plan is not an employment contract. Participation in the
\nPlan shall not give any Employee the right to be retained in the employ of the
\nCorporation or its Subsidiaries, or upon dismissal or upon his voluntary
\ntermination of employment, to have any right, legal or equitable, under the
\nPlan or any portion thereof, except as expressly granted by the Plan.<\/p>\n
5.03      Non-alienability of Benefits. No benefit under the Plan shall be subject
\nin any manner to anticipation, alienation, sale, transfer, assignment, pledge,
\nencumbrance, or charge; and any attempt to anticipate, alienate, sell,
\ntransfer, assign, pledge, encumber, or charge the same shall be void; and no
\nsuch benefit shall in any manner be liable for or subject to the debts,
\nliabilities, engagements, or torts of the person entitled to such benefit,
\nexcept as specifically provided in the Plan or pursuant to a Qualified Domestic
\nRelations Order as described in Code Section 414(p).<\/p>\n
5.04      Facility of Payment. If any recipient of benefits is, in the judgment of
\nthe Corporation, legally incapable of personally receiving and giving a valid
\nreceipt for any payment due him under the Plan, the Corporation may, unless and
\nuntil claims shall have been made by a duly appointed guardian or committee of
\nsuch person, make such payment or any part thereof to such person\u0092s spouse,
\nchildren, or other legal entity deemed by the Corporation to have incurred
\nexpenses or assumed responsibility for the expenses of such person. Any
\npayment so made shall be a complete discharge of any liability under the Plan
\nfor such payment.<\/p>\n
5.05      Discretionary Payment of Benefits. In any instance in which the
\nCorporation in its sole and uncontrolled discretion believes such action to be
\nin the best interest of the party entitled to receive any payment provided by
\nthis Plan, or to be in the best interests of the Corporation, amounts payable
\nin installments pursuant to the provisions of this Plan may be paid in a single
\nlump sum, the amount of which shall be of Actuarial Equivalent Value to the
\nbenefits for which the lump sum is to be substituted. It is intended by this
\nSection 5.05 to vest the Corporation with full discretion to administer this
\nPlan and to determine when and under what circumstances deviations which
\naccelerate payments are necessary, desirable, or appropriate; and the
\nCorporation shall have full power to authorize such deviations as regards each
\npayee separately.<\/p>\n
5.06      Obligation to Pay Amounts Hereunder.<\/p>\n
\n\n\n
 <\/td>\n(a)<\/td>\n <\/td>\nNo trust fund, escrow account, or other segregation of assets
\nneed be established or made by the Corporation to guarantee, secure,
\nor assure the payment of any amount payable hereunder. The
\nCorporation\u0092s obligation to make payments pursuant to this Plan
\nshall constitute only a general contractual liability of the<\/td>\n<\/tr>\n<\/table>\n
8<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n\n\n\n\n\n\n
 <\/td>\n <\/td>\n <\/td>\nCorporation to individuals entitled to benefits hereunder and other
\nactual or possible payees hereunder in accordance with the terms
\nhereof. Payments hereunder shall be made only from such funds of
\nthe Corporation as it shall determine, and no individual entitled
\nto benefits hereunder shall have any interest in any particular
\nasset of the Corporation by reason of the existence of this Plan.
\nIt is expressly understood as a condition for receipt of any
\nbenefits under this Plan that the Corporation is not obligated to
\ncreate a trust fund or escrow account, or to segregate any asset of
\nthe Corporation in any fashion.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(b)<\/td>\n <\/td>\nThe Corporation may, in its sole discretion, establish
\nsegregated funds, escrow accounts, or trust funds whose primary
\npurpose would be for the provision of benefits under this Plan. If
\nsuch funds or accounts are established, however, individuals
\nentitled to benefits hereunder shall not have any identifiable
\ninterest in any such funds or accounts nor shall such individuals be
\nentitled to any preference or priority with respect to the assets of
\nsuch funds or accounts. These funds and accounts would still be
\navailable to judgment creditors of the Corporation and to all
\ncreditors in the event of the Corporation\u0092s insolvency or
\nbankruptcy.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(c)<\/td>\n <\/td>\nA former Employee is not entitled to a benefit under this
\nPlan to the extent that the liability for such benefit has been
\ntransferred to or assumed by a successor to all or any portion of
\nthe business of General Dynamics Corporation.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(d)<\/td>\n <\/td>\nExcept as otherwise provided by Section 4, if an Employee who
\nis receiving or entitled to receive a benefit pursuant to the Plan
\nis reemployed with General Dynamics Corporation or an affiliate of
\nGeneral Dynamics Corporation and, in connection with such
\nreemployment, his Defined Benefit Plan benefit payment is suspended,
\nhis benefit under the Plan will be suspended for the same period.
\nThe Employee\u0092s benefit under the Plan will recommence at the same
\ntime as his or her benefit under the Defined Benefit Plan and the
\namount of the benefit at recommencement will be adjusted in
\naccordance with the provisions of the Plan to reflect any additional
\nbenefits earned and benefits previously paid.<\/td>\n<\/tr>\n<\/table>\n
5.07      Administration. To the extent consistent with the purposes and provisions
\nof this Plan and as may be deemed necessary or advisable in the best judgment
\nof the Corporation, the Plan shall be operated under the Administrative and
\nGeneral Provisions of the Defined Benefit Plans.<\/p>\n
The Corporation shall make all determinations as to the right of any person to
\na benefit. Any denial by the Corporation of a claim for benefits under the
\nPlan by a Participant shall be stated in writing by the Corporation and
\ndelivered or mailed to such individual. Such notice shall set forth the
\nspecific reasons for the denial, the specific reference to the provisions of
\nthe Plan on which the denial is based, a description of any additional material
\nor information necessary to perfect the claim, an explanation of why such
\nmaterial or information is necessary, and the right to appeal a denial of the
\nclaim, for a full and fair review provided that a written request is made
\ntherefore within seventy-five (75) days after receipt of written notice of the
\ndenial of the claim, all in readily understandable language. Pertinent
\ndocuments may be reviewed and issues and<\/p>\n
9<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
comments submitted in writing to the Corporation. If an appeal shall be made,
\nthe final decision shall be made within a period of sixty (60) days following
\nreceipt of the appeal, unless special circumstances require an extension of
\ntime for processing, in which case the decision shall be rendered as soon as
\npossible, but not later than one hundred twenty (120) days after receipt of
\nsuch appeal.<\/p>\n
Unless otherwise provided by the Corporation, the Corporation\u0092s Employee
\nBenefit Appeals Committee shall rule in place of the Corporation and the
\nCommittee\u0092s ruling shall be the final decision of the Corporation. Benefits
\nshall be paid under the Plan only if the Corporation or Corporation\u0092s Employee
\nBenefit Appeals Committee in its sole discretion, determines that a Participant
\nis entitled to them. There shall be no duplication of benefits between this
\nPlan and its Appendices and any other plan or agreement with the Corporation or
\nits Subsidiaries for the same period of service unless otherwise specifically
\nstated in the Plan, Appendices or such other plan or agreement.<\/p>\n
10<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
SECTION 6
\nAMENDMENT AND TERMINATION OF PLAN<\/b><\/p>\n
6.01      Amendment. The Chairman of the Board of Directors of the Corporation
\nreserves the right to modify or amend this Plan in whole or in part, effective
\nas of any specified date; provided, however, that the Chairman shall have no
\nauthority to modify or amend the Plan with respect to the benefit provided by
\nSection 3 to:<\/p>\n
\n\n\n\n\n
 <\/td>\n(a)<\/td>\n <\/td>\nreduce any benefit accrued hereunder based on service and
\ncompensation to the date of amendment unless such action is
\nnecessary to prevent this Plan from being subject to any provision
\nof Title I, Subtitle B, Parts 2, 3 or 4 of ERISA;<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(b)<\/td>\n <\/td>\npermit the accrual, holding or payment of actual shares of
\nGeneral Dynamics Corporation common stock under the Plan.<\/td>\n<\/tr>\n<\/table>\n
6.02      Termination.<\/p>\n
\n\n\n\n\n
 <\/td>\n(a)<\/td>\n <\/td>\nThe Chairman of the Board of Directors of the Corporation
\nreserves the right to terminate this Plan, in whole or in part.
\nThis Plan shall be automatically terminated upon a dissolution of
\nthe Corporation (but not upon a merger, consolidation,
\nreorganization, recapitalization, or acquisition of a controlling
\ninterest in the voting stock of the Corporation by another); upon
\nthe Corporation being legally adjudicated as bankrupt; upon the
\nappointment of a receiver or trustee in bankruptcy with respect to
\nthe Corporation\u0092s assets and business if such appointment is not set
\naside within ninety (90) days thereafter; or upon the making by the
\nCorporation of an assignment for the benefit of creditors.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(b)<\/td>\n <\/td>\nUpon termination of this Plan, no additional Employees shall
\nbecome entitled to receive all benefits hereunder; all benefits
\naccrued through the date of termination (calculated as if the date
\nof such termination were the date on which the Employee\u0092s employment
\nceased) will become non-forfeitable; no additional benefits shall be
\naccrued hereunder for subsequent payment; and all benefits accrued
\nto date shall be distributed to the Participants at the time and in
\nthe manner provided by this Plan.<\/td>\n<\/tr>\n<\/table>\n
6.03      Delegation. The Chairman of the Board of Directors of the Corporation
\nmay delegate
\nhis powers under this Section 6 by written delegation.<\/p>\n
11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
General Dynamics Corporation Supplemental Retirement Plan<\/b><\/p>\n
Appendix A<\/b>
\n(Defined Benefit Plans subject to the provisions of Section 3)<\/p>\n
The following Defined Benefit Plans are subject to the provisions of Section 3.
\nWhere noted, the benefits related to the inclusion of these Defined Benefit
\nPlans under this Plan provide supplemental benefits related to corporate
\nacquisitions or, as applicable, supercede the applicability of the provisions
\nof the indicated prior plan providing similar coverage and as such represent an
\namendment and restatement of such plan. Likewise, where noted, the provisions
\nof Section 3 are modified to the extent specified in this Appendix.<\/p>\n
<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Defined Benefit Plan<\/u><\/b><\/td>\n <\/td>\nModifications and Effective Date<\/u><\/b><\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Retirement Plan for Salaried Employees<\/td>\n <\/td>\n\nEffective Date: January 1, 1983.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Retirement Plan of the Resources Group
\nSalaried Employees<\/td>\n		 <\/td>\n\nEffective Date: January 1, 1983.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Retirement Plan for
\nManagement\/Technical Employees of
\nGeneral Dynamics Advanced Technology
\nSystems, Inc. (the Plan hereby
\nsupercedes the Lucent Technologies Inc.
\nNon-Qualified Pension Plan)<\/td>\n		 <\/td>\n\nEffective Date: October 1, 1997.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Retirement Plan for Non-Represented
\nEmployees of General Dynamics
\nArmament\/Defense Systems (the Plan
\nhereby supercedes the Martin Marietta
\nCorporation Supplemental Excess Retirement Plan)<\/td>\n		 <\/td>\n\nThe benefit under Section 3.02 is
\ndetermined taking into account
\npost December 31, 1996 benefit
\nservice only. Effective Date: January 1, 1997.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Bath Iron Works Corporation Pension Plan for Salaried Employees<\/td>\n <\/td>\n\nThe benefit under Section 3.02 is
\ndetermined taking into account
\npost December 31, 1996 benefit
\nservice only. Effective Date: January 1, 1997.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Retirement Plan for General Dynamics
\nDecision Systems, Inc. (the Plan hereby
\nsupercedes the Motorola Supplemental Pension Plan)<\/td>\n		 <\/td>\n\nFor Employees that participated
\nand were vested in a benefit
\nunder the Motorola Elected
\nOfficers Supplementary Retirement
\nPlan as of September 28, 2001 the
\nbenefit under Section 3.02 is
\ndetermined taking into account
\npost September 28, 2001 benefit
\nservice only. Effective Date: September 29, 2001.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n<\/table>\n
<\/center><\/p>\n
12<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Defined Benefit Plan<\/u><\/b><\/td>\n <\/td>\nModifications<\/u><\/b><\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Retirement Plan for General Dynamics
\nInformation Systems, Inc. (the Plan
\nhereby supercedes the Ceridian
\nCorporation Benefit Equalization Plan)<\/td>\n		 <\/td>\n\nThe benefit under Section 3.02 is
\ndetermined taking into account
\ncompensation described in Section
\n3.02 and, in addition, any amount
\nthat would have otherwise been
\npaid as base salary or bonus but
\nfor the Participant\u0092s election
\npursuant to the Ceridian
\nCorporation Deferred Compensation
\nPlan. Effective Date: January 1,
\n1998.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Retirement Plan for General Dynamics
\nGovernment Systems Corporation (the
\nPlan hereby supercedes the GTE Excess
\nPension Plan)<\/td>\n		 <\/td>\n\nThe benefit under Section 3.02 is
\ndetermined based on the normal
\nform of payment. The benefit
\nunder Section 3.02 is determined
\ntaking into account compensation
\ndescribed in Section 3.02 and, in
\naddition, certain forms of
\ncompensation not covered under
\nthe Defined Benefit Plan prior to
\n1995. Optional forms of payment
\nare calculated independently of
\nthe Defined Benefit Plan but
\nusing the same adjustments as
\nprovided under that plan.
\nSection 3.03 is modified to allow
\nParticipants to elect a different
\nform of benefit under this Plan
\nthan under the Defined Benefit
\nPlan. Effective Date: September
\n1, 1999.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Retirement Plan for Salaried Employees of GDLS Muskegon Operations<\/td>\n <\/td>\n\nThe benefit under Section 3.02 is
\ndetermined taking into account
\npost March 31, 1996 benefit
\nservice only. Effective Date: April 1, 1996.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
NASSCO Retirement Plan (the Plan hereby
\nsupercedes the NASSCO Supplemental
\nRetirement Plan)<\/td>\n		 <\/td>\n\nOnly Employees designated by
\nNational Steel and Shipbuilding
\nCorporation shall be eligible for
\nthe benefit under Section 3.02.
\nEffective Date: November 11,
\n1998.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Retirement Plan for Salaried Employees
\nof General Dynamics Armament Systems\u0097Saco Operations<\/td>\n		 <\/td>\n\nThe benefit under Section 3.02 is
\ndetermined taking into account
\npost December 31, 2000 benefit
\nservice only. Effective Date: January 1, 2001.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n<\/table>\n
<\/center><\/p>\n
13<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
General Dynamics Corporation Supplemental Retirement Plan<\/b><\/p>\n
Appendix B<\/b>
\n(Bath Iron Works Corporation)<\/p>\n
B-1.      Purpose, Superseding Provision. Effective January 1, 1997, the purpose of
\nthis Appendix B is to provide for certain benefit provisions for those
\nEmployees of Bath Iron Works Corporation (\u0093Bath\u0094) described below (the
\n\u0093Appendix B Employees\u0094). This Appendix forms a part of the Plan to which it is
\nattached and its terms shall supersede other provisions of the Plan to the
\nextent such other provisions are inconsistent with this Appendix.<\/p>\n
B-2.      Covered Employees. An Appendix B Employee is an Employee who is a member
\nof a select group of management or highly compensated employees of Bath and who
\nis designated by the Corporation or Bath as an Appendix B Employee.<\/p>\n
B-3.      Amount, Form and Timing of Benefit. An Appendix B Employee shall be
\nentitled to supplemental benefits in accordance with the provisions of this
\nAppendix.<\/p>\n
\n\n\n\n\n\n\n\n\n
 <\/td>\n(1)<\/td>\n <\/td>\nThe amount of benefits payable to an Appendix B Employee who
\nis a participant in the Bath Iron Works Corporation Supplemental
\nExecutive Retirement Program (Principal Officers, Tier I, and Tier
\nII Employees) (the \u0093Bath SERP\u0094) as of December 31, 1996, shall be
\nthe greater of (a) the benefit payable to the Appendix B Employee
\nunder the provisions of the Bath SERP that such Appendix B Employee
\nparticipates in (not taking account any reduction for amounts
\ncalculated under B-3(1)(b))or (b) the benefit determined in
\naccordance with the provisions of Section 3 and Appendix A; provided
\nthat there shall be no duplication of benefits between this Plan and
\nthe Bath SERP for the same period of service. The benefit
\ndetermined above shall be paid first from amounts established to pay
\nfor benefits under the Plan (up to the maximum amount determined
\nunder (b) above) with the remainder (if any) paid under the
\nprovisions of the Bath SERP.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\nThe form and timing of benefits payable to an Appendix B Employee
\ndescribed in this B-3 (1) shall be determined under the provisions
\nof the Bath SERP that the Appendix B Employee participates in.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(2)<\/td>\n <\/td>\nThe amount, form and timing of benefits payable to an
\nAppendix B Employee who is not described in B-3 (1) shall be
\ndetermined in accordance with the provisions of Section 3 and
\nAppendix A.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(3)<\/td>\n <\/td>\nNotwithstanding anything contained in this Appendix to the
\ncontrary, if an Appendix B Employee described in B-3 (1) commences
\nhis supplemental benefit prior to the commencement of benefits under
\nthe Defined Benefit Plan he<\/td>\n<\/tr>\n<\/table>\n
14<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n
 <\/td>\n <\/td>\n <\/td>\nparticipates in, he may elect to receive such benefit in the forms
\ndescribed under the Bath SERP provided that a lump sum form shall
\nbe available only if the Appendix B Employee elects the lump sum
\nform option prior to such Appendix B Employee\u0092s termination of
\nemployment. Any such benefit election made prior to the
\ncommencement of benefits under the Appendix B Employee Defined
\nBenefit Plan shall not be changed based on any future election by
\nan Appendix B Employee under the Defined Benefit Plan of which such
\nAppendix B Employee is a member.<\/td>\n<\/tr>\n<\/table>\n
15<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
General Dynamics Corporation Supplemental Retirement Plan<\/b><\/p>\n
Appendix D<\/b>
\n(General Dynamics Government Systems Corporation)<\/p>\n
D-1.      Purpose, Superseding Provision. Effective September 1, 1999, the purpose
\nof this Appendix D is to provide for certain provisions for those Employees of
\nGeneral Dynamics Government Systems Corporation (\u0093GSC\u0094) described below (the
\n\u0093Appendix D Employees\u0094). This Appendix forms a part of the Plan to which it is
\nattached and its terms shall supersede other provisions of the Plan to the
\nextent such other provisions are inconsistent with this Appendix. This
\nAppendix consists of two parts: (i) an ISEP Executive Minimum and (ii) an
\nExecutive Retired Life Insurance Plan (each a \u0093Part\u0094 and collectively \u0093Parts\u0094).
\nBoth such Parts provide benefits for Employees covered by these provisions,
\nbenefits that are in addition to any benefits that may be provided under
\nSection 3 of the Plan. An Appendix D Employee will participate under a Part or
\nParts based on the eligibility provisions of that Part.<\/p>\n
D-2.      Definitions. Capitalized terms in this Appendix not defined elsewhere in
\nthe Plan shall have the meaning assigned to them below.<\/p>\n
\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\n(1)<\/td>\n <\/td>\n\u0093Administrator\u0094 shall mean the Corporation, or the person
\n(including but not limited to GSC) to whom administrative duties are
\ndelegated to by the Corporation.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(2)<\/td>\n <\/td>\n\u0093Base Salary\u0094 shall mean the Appendix D Employee\u0092s annual
\nbasic remuneration (exclusive of overtime, differentials, premiums
\nand other similar types of payment, but inclusive of commissions and
\nbonuses on account of sales when received by an Appendix D Employee
\npursuant to a written commitment of his or her employer).<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(3)<\/td>\n <\/td>\n\u0093GSC Qualified Plan\u0094 means the Retirement Plan for General
\nDynamics Government Systems Corporation effective September 1, 1999.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(4)<\/td>\n <\/td>\n\u0093GTE Executive Life Insurance Plan\u0094 means the GTE Executive
\nLife Insurance Plan effective January 1, 1979.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(5)<\/td>\n <\/td>\n\u0093Predecessor Company\u0094 shall mean, for periods prior to
\nSeptember 1, 1999, the GTE Government Systems Corporation and any
\nAffiliate as defined by the GTE Government Systems Corporation
\nPension Plan for Salaried Employees at August 31, 1999.<\/td>\n<\/tr>\n<\/table>\n
16<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
ISEP Executive Minimum<\/p>\n
D-3.      Covered Employees. For purposes of this part, an Appendix D Employee is
\nan Employee who is a member of a select group of management or highly
\ncompensated employees of GSC and who Separates as a Special Separatee under
\nSection 9 of the GSC Qualified Plan prior to December 31, 2002, regardless of
\nwhether he is eligible to receive a Retirement Benefit under the GSC Qualified
\nPlan.<\/p>\n
D-4.      Benefit. The benefit payable to an eligible Appendix D Employee under
\nthis Part shall be a single life annuity equal to the Actuarial Equivalent
\nValue (as described in (3)(a) below) of the excess, if any, of (1) over (2) as
\nfollows:<\/p>\n
\n\n\n
 <\/td>\n(1)<\/td>\n <\/td>\nThe product of (a) times (b) as follows:<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\n(a)<\/td>\n <\/td>\nThe Appendix D Employee\u0092s annual rate of
\ncompensation as of the day immediately preceding the Appendix
\nD Employee\u0092s Separation Date, as defined in the GSC Qualified
\nPlan, whereby the annual rate of compensation shall be
\ndetermined by including only the types of remuneration
\nincluded in determining Modified Average Annual Compensation
\nunder the GSC Qualified Plan, but for periods prior to
\nSeptember 1, 1999, without regard to awards from the
\nPredecessor Company under the Management Incentive Plan, the
\nInternational Team Incentive Program, and the GTE Investment
\nManagement Corporation Incentive Plan, times<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(b)<\/td>\n <\/td>\nThe Payment Ratio (as described in (3)(b) below)
\nfor the Appendix D Employee; over<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\n(2)<\/td>\n <\/td>\nThe ISEP Lump Sum as defined by Section 9 of the GSC
\nQualified Plan (plus the portion of such ISEP Lump Sum attributable
\nto Appendix A), determined without regard to any reduction in the
\nISEP Lump Sum attributable to a failure to execute a Separation
\nAgreement and General Release there under.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(3)<\/td>\n <\/td>\nFor purposes of this D-4, the following shall apply:<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\n(a)<\/td>\n <\/td>\nThe Actuarial Equivalent Value shall be
\ndetermined in the same manner as it is determined for purposes
\nof calculating the ISEP Annuity under Section 9 of the GSC
\nQualified Plan.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(b)<\/td>\n <\/td>\nThe Payment Ratio shall be determined as follows
\nbased on the Appendix D Employee\u0092s career band and Base Salary
\nat termination:\n<\/td>\n<\/tr>\n<\/table>\n
17<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
Career Band<\/b><\/td>\n <\/td>\nBase Salary Breakpoints<\/b><\/td>\n <\/td>\nPayment Ratio<\/b><\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
Tan<\/td>\n <\/td>\n\n$80,000 or higher\n<\/td>\n <\/td>\n <\/td>\n50<\/td>\n%<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
Orange<\/td>\n <\/td>\n\nLess than $100,000\n<\/td>\n <\/td>\n <\/td>\n50<\/td>\n%<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
Orange<\/td>\n <\/td>\n\n$100,000 or higher\n<\/td>\n <\/td>\n <\/td>\n75<\/td>\n%<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
Yellow<\/td>\n <\/td>\n\nLess than $155,000\n<\/td>\n <\/td>\n <\/td>\n75<\/td>\n%<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
Yellow<\/td>\n <\/td>\n\n$155,000 or higher\n<\/td>\n <\/td>\n <\/td>\n100<\/td>\n%<\/td>\n<\/tr>\n<\/table>\n
<\/center><\/p>\n
\n\n\n
 <\/td>\n(4)<\/td>\n <\/td>\nThe amounts determined under D-4 shall be reduced to 50% of
\nthe amounts determined unless the Appendix D Employee (or, if
\napplicable, the Appendix D Employee\u0092s personal representative)
\nexecutes a Separation Agreement and General Release pursuant to the
\nrequirements of Section 9 of the GSC Qualified Plan.<\/td>\n<\/tr>\n<\/table>\n
D-5.      Timing of Benefit. An Appendix D Employee, surviving spouse or designated
\nbeneficiary who is entitled to an ISEP Executive Minimum benefit under this
\nPart shall be paid such ISEP Executive Minimum benefit under this Part when
\nbenefits become due and payable to such person under the GSC Qualified Plan.<\/p>\n
D-6.      Form of Benefit. Any benefits payable pursuant to this Part shall be paid
\nunder the same conditions and restrictions as would apply to the benefits if
\nthey were provided by the GSC Qualified Plan at the time of retirement, subject
\nto the following:<\/p>\n
\n\n\n\n\n\n\n
 <\/td>\n(1)<\/td>\n <\/td>\nAn Appendix D Employee shall have the right to elect to
\nreceive benefits under this Part in any one of the forms provided
\nunder the GSC Qualified Plan provided that an annuity option shall
\nbe available under this Part only if the Appendix D Employee elects
\nthe annuity payment option prior to such Appendix D Employee\u0092s
\ntermination of employment.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(2)<\/td>\n <\/td>\nNotwithstanding D-6 (1), if the Appendix D Employee is also
\nentitled to a benefit pursuant to the provisions of Appendix A, then
\nboth the benefit attributable to Appendix A and the benefit
\nattributable to this Part of Appendix D must be paid at the same
\ntime and under the same optional form.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(3)<\/td>\n <\/td>\nIf an Appendix D Employee elects to receive benefits under
\nthis Part in a form other than a single life annuity, the benefits
\nshall be computed so as to be the Actuarial Equivalent of such
\nbenefits in the form of a single life annuity using the actuarial
\ntables and interest rates then in effect under the GSC Qualified
\nPlan.<\/td>\n<\/tr>\n<\/table>\n
18<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
Executive Retired Life Insurance Plan<\/b><\/p>\n
D-7.      Covered Employees. For purposes of this Part, an Appendix D Employee is
\nan Employee of GSC who as of June 21, 1999, participated in the GTE Executive
\nRetired Life Insurance Plan (the \u0093ERLIP\u0094) and whose combined age and years of
\nservice as of June 21, 1999, was at least 66 or who was otherwise within five
\nyears of eligibility for the ERLIP as of that date.<\/p>\n
In order to be eligible to obtain benefits under this Part, an Appendix D
\nEmployee must retire pursuant to the terms of the GSC Qualified Plan, provided
\nhowever that retirement with a deferred vested benefit shall not be deemed to
\nsatisfy this provision except in the case of a participant who terminates
\nemployment with GSC having attained age 60 with at least 10 years of service.<\/p>\n
D-8.      Benefit. A participant eligible to receive benefits under this Part shall
\nreceive non-contributory life insurance benefits under the following schedule:<\/p>\n
<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
Grandfathered<\/b><\/td>\n <\/td>\n <\/td>\n<\/tr>\n
Salary Grade<\/b><\/td>\n <\/td>\n <\/td>\n<\/tr>\n
at Termination<\/b><\/td>\n <\/td>\nInsurance<\/b><\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\n
<\/td>\n<\/tr>\n
15<\/td>\n <\/td>\n\n1.0 x base salary<\/td>\n<\/tr>\n
16<\/td>\n <\/td>\n\n1.5 x base salary<\/td>\n<\/tr>\n
17<\/td>\n <\/td>\n\n2.0 x base salary<\/td>\n<\/tr>\n
18<\/td>\n <\/td>\n\n2.5 x base salary<\/td>\n<\/tr>\n
19 and above<\/td>\n <\/td>\n\n3.0 x base salary<\/td>\n<\/tr>\n<\/table>\n
<\/center><\/p>\n
The Administrator, in its sole discretion, may amend the above schedule.<\/p>\n
Any Appendix D Employee who is demoted, downgraded, transferred or assigned to
\na position, whether or not such position is eligible to participate in this
\nPart, may under extraordinary circumstances as determined by the Administrator,
\nremain eligible to receive benefits based upon his highest salary grade and
\nBase Salary while participating in this Part.<\/p>\n
D-9.      Timing of Benefit. An Appendix D Employee who satisfies the criteria in
\nD-7 of this Part shall receive benefits only upon retirement pursuant to the
\nterms of the GSC Qualified Plan. The benefits under this Part shall be in lieu
\nof any other life insurance coverage provided for retired employees by GSC.<\/p>\n
D-10.      Form of Benefit. The benefit provided by this Part is in the form of
\nnon-contributory life insurance. However, an Appendix D Employee eligible to
\nreceive benefits under this Part may elect to convert all or part of this life
\ninsurance benefit to a supplementary retirement benefit as follows:<\/p>\n
19<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n\n\n\n\n
 <\/td>\n(1)<\/td>\n <\/td>\nAn Appendix D Employee may elect to receive a supplementary
\nretirement benefit in any form then provided under the GSC Qualified
\nPlan, or in two to thirty annual installments, or as otherwise may
\nbe approved by the Administrator. The supplementary retirement
\nbenefit shall be based upon the present value of the life insurance
\nbenefit defined in this Part, using the actuarial tables and
\ninterest rates then in effect for the GSC Qualified Plan<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(2)<\/td>\n <\/td>\nIn the event that an Appendix D Employee elects to receive a
\nsupplementary retirement benefit other than in the single life
\nannuity form and\/or other than at age 65, the amount of such
\nbenefits shall be actuarially adjusted using the actuarial table and
\ninterest rates then in effect for the GSC Qualified Plan.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(3)<\/td>\n <\/td>\nIf an Appendix D Employee elects to receive a supplementary
\nretirement benefit in an installment form and dies prior to the
\npayment of all installments, any unpaid installments shall be paid
\nto the Appendix D Employee\u0092s beneficiary or, in the absence of a
\ndesignated beneficiary, to the Appendix D Employee\u0092s estate. The
\ndesignated beneficiary shall have the option to continue to receive
\nannual payments for the period elected by the Appendix D Employee or
\nto receive the unpaid installments in a lump sum. In the event that
\na lump sum is elected, the lump sum will be adjusted using the
\nactuarial tables and interest rates then in effect for the GSC
\nQualified Plan.<\/td>\n<\/tr>\n<\/table>\n
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