RETIREMENT PLAN

SUMMARY PLAN DESCRIPTION

Bath Iron Works Corporation Pension Plan for Hourly Employees(Local Lodges S6 and S7, IUMSWA/IAMAW District Lodge 4)

This summary presents the main features of the Plan. The rights and benefitsof members are determined not by this summary but by the formal legalinstrument setting forth the Plan. In the case of any conflict between thediscussion in this summary and the provisions of the Plan, the provisions ofthe Plan will govern. Neither the establishment of the Plan nor anything contained in this Summary PlanDescription shall give any member, beneficiary or employee any rights in the assetsof the Company (General Dynamics and any of its subsidiaries or affiliates, includingyour business unit) or any guarantee of employment. Neither the Plan nor this Summary Plan Description shall limit the Company's right to terminate theemployment relationship. You are welcome to inspect a copy of the Plan at the Employee Benefits office oryou may request a copy of it from the Plan Administrator. The Plan Administrator,however, may request payment of a reasonable charge for the copy. You should know that the Plan empowers the Plan Administrator to make the finaldecision as to eligibility and to interpret the provisions of the Plan. The Plan is a sub-plan of the General Dynamics Retirement Plan (Government)(the "Government Plan"). As such, the benefits described in this booklet are provided under the Government Plan. The Government Plan and its assets also cover and provide benefits to certain other employees. The General Dynamics Service Center (contact information below) can provideadditional information about your benefits described in this Summary PlanDescription.

General Dynamics Service Center 100 Half Day Road

Lincolnshire, IL 60069-3242 (888) 432-3633

WWW.GDBENEFITS.COM

The date of this Summary Plan Description is January 1, 2010.

TABLE OF CONTENTS

INTRODUCTION ........................................................................................................................................... 3 MEMBERSHIP IN THE RETIREMENT PLAN .............................................................................................. 4 

Eligibility For Membership ......................................................................................................................... 4 Contributions To The Plan ......................................................................................................................... 4 Continuous Service ................................................................................................................................... 4 How Long Membership Continues ............................................................................................................ 4 Military Service .......................................................................................................................................... 5 

RETIREMENT FROM ACTIVE SERVICE .................................................................................................... 6 Normal Retirement .................................................................................................................................... 6 Early Retirement ........................................................................................................................................ 6 Late Retirement ......................................................................................................................................... 6 Disability Retirement .................................................................................................................................. 6 

CALCULATING YOUR RETIREMENT BENEFIT ......................................................................................... 7 Normal Retirement Benefit ........................................................................................................................ 7 Example — Normal Retirement Benefit Calculation ................................................................................. 7 Hours Of Service ....................................................................................................................................... 8 Early Retirement ........................................................................................................................................ 8 Example — Early Retirement Benefit Calculation ..................................................................................... 9 Late Retirement ......................................................................................................................................... 9 Disability Retirement .................................................................................................................................. 9 

LEAVING THE COMPANY BEFORE RETIREMENT ................................................................................. 11 Eligibility For A Vested Benefit ................................................................................................................ 11 Commencement Of Payments Before Age 65 ........................................................................................ 11 Example — Early Payment Of Deferred Vested Benefit ......................................................................... 12 Right To Defer Commencement .............................................................................................................. 12 Not Eligible For A Vested Benefit ............................................................................................................ 12 

HOW BENEFITS ARE PAID ....................................................................................................................... 13 Single Life Annuity — Standard Payment Form ...................................................................................... 13 50% Contingent Annuitant Option ........................................................................................................... 13 Other Contingent Annuitant Options ....................................................................................................... 14 Contingent Annuitant Options With Pop-Up Feature .............................................................................. 14 50% Joint And Survivor Option ............................................................................................................... 14 5 Or 10 Year Certain And Life Option ..................................................................................................... 14 Disability Retirement Options .................................................................................................................. 14 Level Income Option ................................................................................................................................ 14 Payment Option Restrictions ................................................................................................................... 15 Mandatory Distributions ........................................................................................................................... 15 Insured Annuity ........................................................................................................................................ 15 

APPLYING FOR BENEFITS ....................................................................................................................... 16 Normal, Early, Disability, And Late Retirement Benefit ........................................................................... 16 Vested Termination Benefit ..................................................................................................................... 16 Making Sure You Receive The Payment Option You Want .................................................................... 16 How Your Contingent/Joint Annuitant Or Beneficiary Should Apply For Benefits................................... 17 Retirement Effective Date ....................................................................................................................... 17 

DEATH BENEFITS FOR YOUR SPOUSE ................................................................................................. 19 Death Before Eligibility For Retirement ................................................................................................... 19 Death After Eligibility For Retirement ...................................................................................................... 19 Special Provisions Applicable To Active Employees With At Least 10 Years Continuous Service ........ 20 Cancellation Of Coverage ....................................................................................................................... 20 Death After Electing A Survivor's Benefit For Your Spouse .................................................................... 20 No Coverage ........................................................................................................................................... 20 

REEMPLOYMENT ...................................................................................................................................... 21 Break In Service ...................................................................................................................................... 21 If You Do Not Have A Break In Service And Are Rehired ....................................................................... 21 If You Incurred A Break In Service And Are Rehired .............................................................................. 21 Effect Of Prior Distributions ..................................................................................................................... 22 If You Terminate After Eligibility For Retirement And Are Rehired ......................................................... 22 

ADDITIONAL PLAN INFORMATION .......................................................................................................... 23 Review And Update Your Information ..................................................................................................... 23 Payment Of Benefits ................................................................................................................................ 23 Spouse .................................................................................................................................................... 23 Funding Based Benefit Restrictions ........................................................................................................ 23 The Company’s Right To Terminate, Amend Or Merge .......................................................................... 24 Plan Sponsor, Plan Administrator And Administrative Expenses ........................................................... 24 Insurance On Benefits ............................................................................................................................. 25 Effect Of Disability On Plan Benefits ....................................................................................................... 26 Legal Documents ..................................................................................................................................... 26 Trustee .................................................................................................................................................... 26 Plan Administration .................................................................................................................................. 26 Plan Information ...................................................................................................................................... 27 Legal Process .......................................................................................................................................... 27 Filing A Claim Under The Plan ................................................................................................................ 27 ERISA Rights ........................................................................................................................................... 28 

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INTRODUCTION Bath Iron Works Corporation Pension Plan for Hourly Employees The Company (General Dynamics Corporation and its subsidiaries and affiliates) has established this defined benefit pension plan (Plan) to help you enjoy your future retirement. It is expected that this Plan, together with any applicable Savings and Stock Investment Plan (“SSIP”) and Social Security, will assist in providing financial security for your retirement years. Under this retirement Plan, you make no contributions. The Company currently pays the entire cost, including the expenses of operating and managing the Plan (which may also be paid from Plan assets). Each year the Company pays to the Trustee, The Northern Trust Company, an amount estimated by a qualified, independent actuary to be sufficient under prevailing governmental regulations. This booklet applies only to individuals who are in the employment of or who are reemployed by the Company (not laid off) on or after January 1, 2008. Individuals who retired or terminated employment before this date had their benefits determined under the Plan as it existed at the time of retirement or termination. See the Eligibility For Membership subsection for a detailed description of who is covered by the Plan. If members who terminated employment prior to January 1, 2008 were also rehired prior to January 1, 2008, any reinstatement of benefits or Continuous Service will be determined based upon the provisions of the Plan as it existed at the time of rehire. The Company also contributes the IAM National Pension Plan which has its own separate rules regarding membership, eligibility for benefits and vesting. Please refer to your IAM National Pension Plan booklet for these details.

This booklet describes benefits for Credited Service earned for employment while represented by Local Lodges S6 and S7, Industrial Union of Marine and Shipbuilding Workers of America, District Lodge 4, International Association of Machinists and Aerospace Workers, AFL-CIO. The Plan also provides benefits for other represented employment with BIW. Other monthly multipliers and eligibility conditions may apply to the Credited Service earned for other represented employment with BIW.

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MEMBERSHIP IN THE RETIREMENT PLAN Eligibility For Membership You are a member of this Plan if you satisfy all of the following requirements: You are represented by either Local Lodge S6 (Local 6) or Local Lodge S7 (Local 7), Industrial Union of

Marine and Shipbuilding Workers of America, District Lodge 4, International Association of Machinists and Aerospace Workers, AFL-CIO.

You were in represented employment with BIW prior to September 1, 1994 and after the later of (i) your

21st birthday and (ii) the date you completed one year of Continuous Service with BIW. You continue in the employment of BIW on or after January 1, 2004. In no event will you be eligible for active membership in the Plan during any period that you are a leased employee, an independent contractor, or any other individual who is not issued an IRS Form W-2 by the Company or not paid from the Company's or a business unit's payroll account. This applies regardless of whether your employment status was misclassified by the Company or a business unit, even if it is determined by a court or other authority that you are or were a common law employee of the Company or a business unit.

Contributions To The Plan The cost of the Plan is paid by the Company. No contributions are required of members.

Continuous Service Continuous Service consists of all your uninterrupted employment with the Company (General Dynamics Corporation and its subsidiaries and affiliates) as well as certain periods of interrupted service as described in the Reemployment section. Ordinarily, it is measured from the date you were first employed by the Company and continues until you have a Break in Service (see the Reemployment section).

How Long Membership Continues You continue to be a member of the Plan until: You retire; You die; or Your employment is terminated. Although you are not earning additional benefits currently, you remain a Plan member as long as you (or your beneficiary) have a right to receive a monthly benefit payable now or in the future under the Plan. Your right to receive a benefit after termination of employment is determined on the basis of your age and years of Continuous Service.

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The amount of your benefit is determined by your years of Credited Service prior to September 1, 1994 and your age at retirement (see the Calculating Your Retirement Benefit section). The following special rules apply if your active employment ends due to layoff or authorized leave of absence. If you are laid-off, you will stop earning Continuous Service and become an inactive member. During

layoff, you will keep your Continuous Service until one of the following occurs: (i) you fail to notify BIW of an address change, (ii) you are recalled from layoff and you fail to report for work or to provide a reasonable excuse for not reporting for work or (iii) your period of layoff has lasted longer than your Continuous Service at the time layoff began. If you answer a recall to work while you have your pre-layoff Continuous Service and your period of recall satisfies any minimum requirement in the collective bargaining agreement, you will become an active employee and your period of layoff will be counted as Continuous Service — but not as Credited Service.

If you lose your Continuous Service under these rules, the Plan Administrator will determine your eligibility for a retirement benefit or a deferred vested benefit.

If you are a member of Local 6 and are placed on an authorized leave of absence, your employment will

be considered terminated when one of the following occurs: (i) you fail to comply with the terms of your leave of absence, or (ii) your period of leave of absence has lasted longer than the lesser of your Continuous Service at the time your active employment ceased or three years (six years if it is an authorized occupational leave of absence).

If you are a member of Local 7 and are placed on an authorized leave of absence, your employment will

be considered terminated when one of the following occurs: (i) you fail to comply with the terms of your leave of absence, or (ii) your period of leave of absence has lasted longer than the lesser of your Continuous Service at the time your active employment ceased or 24 months (42 months if it is an authorized occupational leave of absence).

Military Service If you are an active member immediately prior to a period during which you are on a military service leave, you will be treated as if you were continuing as an active member while you are on a military service leave. The eligible pay you would have received from General Dynamics had you not been called to active military duty will be used to determine your accrued benefit during this time. This credit will cease if you do not re-employ with General Dynamics immediately following your discharge from active duty or if you die or become disabled (as defined under the terms of the Plan) during your military service leave. If you die while performing qualified military service your accrued benefit will be determined as though your employment resumed on the day preceding your death and terminated on the actual date of your death.

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RETIREMENT FROM ACTIVE SERVICE Normal Retirement Your normal retirement date is the first day of the month after you reach age 65. If you retire on or after age 65, there is no minimum service requirement to qualify for a benefit.

Early Retirement You can retire directly from the employment of the Company on the first day of any month after you reach age 55, provided you have completed at least 10 years of Continuous Service. At your election, your early retirement benefits can begin right away or on the first day of any month before you reach age 65.

Late Retirement If you continue to work past age 65, you will continue to receive Continuous Service. Your retirement benefit will not start until the first day of the calendar month following your actual retirement and termination of employment from the Company.

Disability Retirement If you become totally and permanently disabled while employed by BIW in represented employment after you have completed at least 10 years of Continuous Service, you may be eligible for a disability retirement benefit.

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CALCULATING YOUR RETIREMENT BENEFIT Normal Retirement Benefit The Plan's benefit formula bases benefits upon your complete and partial years of Credited Service prior to retirement and a Monthly Multiplier, as defined below: Monthly Multiplier. As a monthly normal retirement benefit, you will earn $16.50 for each year of

Credited Service earned before September 1, 1994 and while represented by Local 6 or Local 7. Credited Service (also referred to as Benefit Service). This is the period expressed in complete and

partial years during which you earn benefits as an active member. Credited Service covered by this booklet is given for your employment while represented by Local 6 or Local 7 (your covered employment).

Credited Service is the total period of employment for which you have been given credit for computing the amount of your benefits while an active member of the Plan and in covered employment prior to September 1, 1994. Any calendar year prior to September 1, 1994 in which you had 1,800 or more hours of service for covered employment will count as a full year of Credited Service. In any calendar year in which you were credited with less than 1,800 hours of service for covered employment, you will accrue 1/10th of a year of Credited Service for each 180 hours of service during the year.

If you were employed by BIW in represented employment at December 31, 1963, the time period between your hire date and the December 31 following your hire date does not count toward Credited Service unless your hire date was the first working day of the calendar year.

Your normal retirement benefit is expressed as a monthly annuity for your life, ordinarily commencing at age 65 and after you terminate employment from the Company. Your accrued benefit is the portion of this benefit you have earned based on service to date. Your retirement income from the Plan is in addition to any benefit you and your family may receive from the IAM National Pension Plan and Social Security.

Example — Normal Retirement Benefit Calculation The following is an illustration of how a normal retirement benefit is calculated for a hypothetical employee who retires with 26 Years of Credited Service:

Calculation of unreduced normal retirement benefit

(a) Monthly Multiplier $ 16.50

(b) Years of Credited Service x 26

(c) Monthly unreduced benefit payable for your life only: (a) x (b) $429.00

If this employee were retiring upon reaching the normal retirement date (age 65), the monthly retirement benefit would be equal to $429.00. This benefit would be subject to reduction for the cost of any benefit payment option selected other than a single life annuity.

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Hours Of Service An hour of service for the purpose of computing Credited Service is an hour for which you are paid, or entitled to payment, for the performance of duties in represented employment covered by the Plan with BIW, or for which back pay is either awarded or agreed to, and includes the following: Periods prior to September 1, 1994 in which Workers' Compensation benefits are paid on account of

injury or disease resulting from employment with BIW at the rate of 40 hours per week, prorated on a daily basis, during the period you would have been scheduled to work during your absence. A maximum of 1,800 hours of Credited Service can be earned over lifetime membership in the Plan for all such periods.

The period of absence while serving in the Armed Forces of the United States during which you have

reemployment rights under applicable Federal law, provided that you comply with the reemployment requirements of such law. During this period, you receive credit at the rate of 150 hours for each month of military service occurring before September 1, 1994.

Periods prior to September 1, 1994 in which accident and sickness benefits are paid on account of illness

or injury from a plan covering hourly paid employees of BIW. During any such period, hours are credited at the rate of 8 per day or 40 per week up to a maximum of 501 hours for any single continuous period of absence.

Early Retirement If you are eligible and elect to retire from employment with the Company prior to your normal retirement date (age 65), your normal retirement benefit, as calculated using the formula in the Normal Retirement Benefit subsection, will be reduced. The amount of the reduction will be 6% for each year (0.5% for each month) of age below age 65. The following table shows the percentage of the normal retirement benefit you would receive if you retire early — prior to age 65.

Age When Benefits

Begin

Early Payment

ReductionFactor

Age When Benefits

Begin

Early Payment

Reduction Factor

55 40.00% 60 70.00%

56 46.00 61 76.00

57 52.00 62 82.00

58 58.00 63 88.00

59 64.00 64 94.00

65 100.00

If you commence benefits between the ages listed, the factor will be prorated. If you retire while eligible for early retirement benefits, you may delay commencement of your benefits until as late as age 65. If you defer the start of your benefits until age 65, you will be eligible for your full accrued benefit without reduction. This will produce the largest monthly lifetime benefit for you. If you choose to start benefits before age 65 instead, you waive your right to receive the full monthly accrued normal retirement benefit, and any applicable reductions will apply. Because the Plan's early retirement reduction formula is subsidized (i.e. reductions are less than full actuarial reductions), careful consideration should be given before you defer receipt of benefits. If you defer commencement until a later date, you may receive your benefit determined with less of a reduction at your deferred retirement date, but it will not be paid retroactively to your earliest possible commencement date.

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Example — Early Retirement Benefit Calculation Using the example illustrated earlier, if you were retiring prior to your normal retirement date, (e.g., at age 55), your monthly benefit would be reduced as follows:

Calculation of reduced monthly retirement benefit

(a) Monthly unreduced benefit (normal retirement benefit) $429.00

(b) Early payment reduction factor x 40.00%

(c) Monthly early commencement benefit (early retirementbenefit): (a) x (b)

$171.60

This benefit would be subject to reduction for the cost of any benefit payment option selected other than a single life annuity.

Late Retirement If you work beyond your normal retirement date, you will continue to earn Continuous Service. Your retirement benefit will commence when you actually retire from employment. At that time (subject to applicable government regulations), it will be calculated in the same manner as your normal retirement benefit. The Plan does not pay ("suspends") benefits during any months that you continue to be employed after reaching your normal retirement date. In addition your benefit will not be actuarially adjusted to account for your commencement at your late retirement date. Consequently, the present value of your late retirement benefit will be less than the total value of benefits that would have been payable if you had retired and started benefits on your normal retirement date However, if your employment after normal retirement age includes some month(s) during which you had fewer than 40 hours of service with the Company, your monthly benefit with respect to such month(s) will be recognized in determining the benefits to which you become entitled upon your actual retirement. If you believe that your benefits should not be suspended (withheld) during your employment after normal retirement age, you are entitled to a review. See the Appeal Procedure in the Filing A Claim Under the Plan subsection for a description of the Plan's review process.

Disability Retirement If you should become totally disabled while employed by BIW in represented employment, you may be eligible for a disability retirement benefit starting the first day of the month following the later of your termination due to total disability and the date you submit the required proof of disability. The amount of your monthly disability retirement benefit will be computed by multiplying your years of Credited Service at the time you become eligible for disability retirement by the Monthly Multiplier in effect at retirement or termination (see the Normal Retirement Benefit subsection). You will be eligible for a disability retirement benefit if you meet all of the following conditions: You are an hourly-rate employee included in a unit of employees covered by a collective bargaining

agreement with Local 6 or Local 7 at the time disability occurs. You have at least 10 years of Continuous Service at the time of your disability retirement date and have

not yet reached age 65. You have a total incapacity for performing work due to illness or injury.

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You apply for disability benefits under this Plan no later than 90 days after your Active Membership ceases.

You have submitted required proof of the disability and have been determined to be totally disabled. You

will automatically be considered totally disabled if you are determined to be disabled for purposes of Social Security.

Your total disability benefits will be terminated: If you work or are able to work at a regular job; or If it is determined on the basis of a medical examination that you are no longer totally disabled; or If you refuse to undergo a medical examination. You may not be required to submit to a medical

examination more often than twice a year.

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LEAVING THE COMPANY BEFORE RETIREMENT Eligibility For A Vested Benefit If your employment with the Company ends after you have completed 5 or more years of Continuous Service but before you are eligible for early retirement (i.e., before meeting both the age and service requirements for early commencement), you will be eligible for a monthly benefit payable for life — ordinarily commencing at age 65. This is called a deferred vested benefit. If you have met the service but not the age requirement for early commencement at your termination, you may elect to receive your benefit at any time after you reach the age requirement and before age 65; otherwise, you cannot receive any pension benefit prior to age 65. If you wait to receive this benefit until age 65, the benefit will equal your accrued normal retirement benefit, as described in the Normal Retirement Benefit subsection, calculated as of your date of termination of employment.

Commencement Of Payments Before Age 65 If you have at least 10 years of Continuous Service at your termination of employment, you may elect to receive early payment of your deferred vested benefit after you reach age 55 but prior to age 65. Your benefit will then equal your accrued normal monthly retirement benefit reduced (multiplied) by the Plan's early payment reduction factors that apply to deferred vested benefits. The reduction is made to take into account the earlier payment of the benefit and the expected longer period of time it will be paid. The early payment reduction factors applicable at various ages are shown in the following table. These benefits are subject to further reduction for the cost of any benefit payment option selected other than a single life annuity.

Age When Benefits

Begin

Early Payment

ReductionFactor

Age When Benefits

Begin

Early Payment

Reduction Factor

55 40.00% 60 70.00%

56 46.00 61 76.00

57 52.00 62 82.00

58 58.00 63 88.00

59 64.00 64 94.00

65 100.00

If you commence benefits between the ages listed, the factor will be prorated.

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Example — Early Payment Of Deferred Vested Benefit Using the example illustrated earlier, if you terminated employment prior to age 55 but were electing to have your deferred vested benefit commence say, at age 60, your monthly benefit would be reduced as follows:

Calculation of reduced monthly early commencement benefit

(a) Monthly unreduced benefit (normal retirement benefit) $ 429.00

(b) Early payment reduction factor x 0.7000

(c) Monthly early commencement benefit: (a) x (b) $ 300.30 This benefit would be subject to reduction for the cost of any benefit payment option selected other than a single life annuity.

Right To Defer Commencement If you are entitled to a deferred vested benefit, you do not have to begin your benefit before your normal retirement date. Starting your deferred vested benefit on your normal retirement date means you receive your full vested accrued normal retirement benefit without reduction. If you are eligible to start payments earlier, the commencement date you choose will affect the amount of your monthly benefit payment. When you choose to start benefits before your normal retirement date, you waive your right to receive the full monthly accrued normal retirement benefit. Instead, you receive a reduced monthly benefit determined as described above.

Not Eligible For A Vested Benefit If you terminate employment from the Company prior to age 65 and prior to completing 5 years of service, you will receive no pension benefit from the Plan.

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HOW BENEFITS ARE PAID After you have terminated employment with the Company and elect retirement, or elect to receive a deferred vested benefit, unless you receive a mandatory distribution, you may select the form in which you want it paid. The Plan contains different payment options because everyone's needs are not the same. If you have a family or others who depend on you for support, you may be interested in a payment option that continues income after your death. Be sure to learn about the various payment forms before you make a decision. The General Dynamics Service Center can provide you with complete details.

If you are married when you elect to begin receiving benefits, unless you elect the 50% Contingent Annuitant or Joint and Survivor payment option with your spouse designated as the Contingent/Joint Annuitant, you will need to obtain your spouse’s notarized consent to your election or beneficiary designation.

No matter which payment option you choose, you will receive benefits as long as you live.

Single Life Annuity — Standard Payment Form All retirement benefits are calculated as a single life annuity for your life only. This is the standard payment form. A single life annuity provides benefits only to you as long as you live. Payments stop at your death. Unless provided by a Qualified Domestic Relations Order, as described in the Additional Plan Information section, benefits will not be payable simultaneously to you and another. The single life annuity pays the full monthly amount as calculated by the benefit formula. The benefit will be reduced if you elect payment to commence prior to age 65 and you are not eligible for unreduced benefits, or if you elect one of the following optional payment forms. The General Dynamics Service Center can provide you with illustrations of how your age at commencement and each optional payment form will affect your monthly benefit.

50% Contingent Annuitant Option This option pays benefits as long as you live and allows a Contingent Annuitant, either your spouse or another person irrevocably designated by you at the time of election of the option, to receive a benefit after your death. Upon your death, your Contingent Annuitant will receive half of your benefit for his or her life. If you choose this option, your benefit will be reduced from the Single Life Annuity amount because it may be paid out for a longer period (your lifetime and your Contingent Annuitant’s lifetime) than if it were paid only during your lifetime.

If you are married at the time benefits begin, then to meet requirements of federal law, the Plan Administrator will assume, unless you elect otherwise and your spouse consents in writing to such election, that you have chosen this option and have designated your spouse as Contingent Annuitant.

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Other Contingent Annuitant Options These are the same as the option previously described except that you may elect to have 100%, 75% or 66-⅔% of your reduced retirement benefit continued to your Contingent Annuitant after your death.

Contingent Annuitant Options With Pop-Up Feature These Contingent Annuitant options are similar to those just described, with the exception that if your Contingent Annuitant dies before you, your pension will revert back to the full amount (Single Life Annuity amount) that would have been paid if you had not elected this option in the first place. If you elect a Contingent Annuitant option with this "pop-up" feature, your benefit will be subject to a small additional reduction. Another aspect of the "pop-up" feature is that if you have designated your spouse as your Contingent Annuitant and are divorced, subject to your former spouse's written consent, you can have the option canceled and receive the full amount that would have been payable without an option. However, a divorce decree or property settlement with your former spouse may require that the spouse remain designated as the Contingent Annuitant which will prevent operation of the "pop-up" feature. The "pop-up" feature does not apply in the event of divorce after you reach age 70½.

50% Joint And Survivor Option You may wish to provide a higher level of benefit while you and your Joint Annuitant, either your spouse or another person designated by you at the time of election of the option, are living, then a lower level when one of you dies. The benefit paid to you while you both live is usually reduced from the Single Life Annuity amount because of the larger payment potential. That benefit is further reduced by 50% upon the death of either of you.

5 Or 10 Year Certain And Life Option These options pay benefits to you as long as you live and ensure that if you should die before receiving benefits for 5 or 10 years, your Beneficiary, designated by you at the time of election of this option, will receive payments for the rest of that time period. You decide whether payments will be guaranteed for the 5 or 10 year span. Under these options your benefit will be reduced from the Single Life Annuity amount because payments are being guaranteed for a specific number of years, even if you die.

Disability Retirement Options If you retire under the disability retirement provisions, the retirement payment options described above will apply the same as for early, normal or late retirement; however, the reduction factors will be greater.

Level Income Option If you retire early before you are eligible for Social Security and your retirement benefit is paid as a single life annuity, you can elect this option. You can choose this option on the assumption that you take your Social Security benefit at either age 62 or age 65. This option is not available if you terminate employment before you are eligible for retirement under the Plan.

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This option balances, as nearly as possible, your total retirement income from the Plan and Social Security so that your income is about the same before and after Social Security starts. You will receive a larger income from the Plan until Social Security begins and a smaller one afterwards. You cannot take this option if the Plan benefit payable before Social Security starts does not exceed the benefit payable afterwards by at least the estimated amount of your Social Security. Also, you cannot elect this option under the Plan if you have elected a similar option under any other retirement plan maintained by the Company.

Payment Option Restrictions Federal law imposes certain restrictions on your ability to elect a payment option if your spouse is not the designated Contingent/Joint Annuitant or Beneficiary. Generally, if you are married at retirement, you must select a Contingent Annuitant or Joint and Survivor option with your spouse named as the Contingent/Joint Annuitant, unless your spouse consents in writing to a different election. Due to restrictions under the Internal Revenue Code, certain options may not be available if your Contingent Annuitant is not your spouse and you are more than 10 years older than the designated Contingent/Joint Annuitant. The General Dynamics Service Center will provide you with information if this restriction could apply. If you are eligible for a benefit from a prior insured plan, that benefit may be paid only according to the payment options offered under the prior plan.

Mandatory Distributions If the actuarially computed present value of your deferred vested benefit or retirement benefit under the Plan is determined to be $5,000 or less, your benefit may be converted into a lump sum and mandatorily distributed on your behalf in a single payment rather than as a monthly benefit. Otherwise, benefits will not be payable in a single sum. You may elect to have this lump sum either paid directly into an IRA or other eligible retirement plan selected by you, or paid directly to you. If your lump sum is paid directly to you, it will be subject to applicable income tax withholding rules. lf the value is $1,000 or less and you fail to make an election, your mandatory distribution will be paid directly to you. If the value is in excess of $1,000 and you fail to make an election, your mandatory distribution may be automatically paid directly (rolled over) into an IRA product selected by the Company. The IRA provider (a bank or other financial institution) will administer this IRA product. The IRA product selected by the Company is designed to preserve principal, provide a reasonable rate of return and provide a reasonable amount of liquidity. As the owner of the IRA, you will be charged with the fees and expenses associated with maintaining this IRA. For further information concerning these automatic rollover provisions, the current IRA provider, and the fees and expenses of the IRA product that is currently being used, contact the General Dynamics Service Center.

Insured Annuity The Plan Administrator may, in its judgment and at its discretion, purchase an insured annuity to satisfy the accrued retirement benefits of any or all members. This insured annuity would be in the amount of the member's accrued normal retirement benefit and reflect all applicable early retirement reductions and other benefit features. It would also provide for payment in the previously described forms. Upon distribution of such an annuity to a member(s), the Plan's benefit payment and all other obligations to the member(s) will be completely satisfied. Plan membership will cease, unless otherwise provided by the Company.

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APPLYING FOR BENEFITS Normal, Early, Disability, And Late Retirement Benefit At least one month prior to the date you select to begin receiving benefits, you must contact the General Dynamics Service Center for retirement counseling (see Retirement Effective Date for rules regarding your selection of a retirement date). You must elect a payment option prior to the date on which your benefits are to commence. If you fail to select a form of payment at retirement, your commencement date may be delayed — but not beyond your normal retirement date or your actual retirement, if later. At that time, you will be presumed to have selected a 50% Contingent Annuitant option if you are married, or a single life annuity if you are single. Payment of a pension benefit under the Plan is conditioned on the proper and timely completion of all required administrative forms and submission to the General Dynamics Service Center. For any payment option that you select to become effective, you must live until the commencement date designated on your retirement election form. For an exception to this rule in case of death, see the Death After Electing a Survivor's Benefit for Your Spouse subsection. If you should die prior to the effective date of your retirement benefit commencement, death benefits will be available only for your surviving spouse (see Death Benefits For Your Spouse). When you apply for retirement, there are a number of items of information you must furnish and elections you must make, particularly the form of benefit payment. If your employment with the Company ends and you are eligible for immediate commencement of early retirement benefits but do not make a written election to commence benefits, you will be presumed to have elected to commence receiving benefits effective the first day of the month following the month in which you reach age 65. If you are married when benefits begin, you will be presumed to have selected a 50% Contingent Annuitant option (with your spouse designated as the Contingent Annuitant).

Vested Termination Benefit After you terminate employment with a vested benefit, you will be given a Statement of Deferred Vested Benefit which tells you the amount of that benefit. Your vested benefit is payable commencing at age 65. If you had completed the service, but not the age, requirements for early retirement at your termination, you may request that a reduced amount be paid when you meet the age requirements. If you request the benefit to begin earlier than age 65 or at age 65, you must apply at least one month before you want payments to start (see Retirement Effective Date).

Making Sure You Receive The Payment Option You Want Once you have decided which payment option is best for your needs, you must elect it in writing. If you are retiring from the Company, you must file your election before the date you wish benefits to

begin but no more than 90 days before such date. Your benefit cannot be distributed until at least 7 days after you receive your explanation of available

forms of payment. Also, you always have at least 30 days after you receive your explanation to make an election even if this requires a delay of when payments will begin. However, if you make an election before the end of the 30 day period, you can waive the remainder of the period to avoid this delay.

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You may cancel an election you have filed and select another option any time before the date at which

your benefits are to commence. Thereafter, the option election is irrevocable and may not be changed. If you select a Contingent Annuitant or Joint and Survivor option, you must name your Contingent/Joint

Annuitant at the time you file the election. You may not change that designation after benefits commence. However, if your named Contingent/Joint Annuitant dies before the date at which your benefits are to commence, your election will be cancelled and you will have to make a new election.

If you select the 5 or 10 Year Certain and Life option, you must name your Beneficiary at the time you file

the election. However, you may change your Beneficiary at any time by filing a new beneficiary designation form with any required spouse's consent.

If your benefits start after age 65, then the option elected applies to any additional benefits which may

accrue for future employment/reemployment.

How Your Contingent/Joint Annuitant Or Beneficiary Should Apply For Benefits If your Contingent/Joint Annuitant or Beneficiary becomes eligible for benefits because of your death, that person should contact the General Dynamics Service Center at (888) 432-3633.

Retirement Effective Date All retirements are effective on the first day of the particular month that you designate in your retirement election (your designated retirement date). Depending upon your election, this may be the first day of the month following the month in which your employment with the Company (and all Continuous Service) ends after you have become eligible for retirement benefits, or the first day of the month after you reach age 65.

In any case, you must survive to your designated retirement date for your retirement election to be effective. If you should die after electing to retire but before your designated retirement date, your retirement election is not effective except in limited situations. In that case, the only benefits payable will be to your spouse (if any). Your spouse will be entitled to the pre-retirement death benefit described in the Death Benefits For Your Spouse section. Otherwise, no benefits will be payable.

Plan rules concerning your selection of a retirement date provide: You must initiate the retirement process by contacting the General Dynamics Service Center at least one

month prior to the date you choose to have payment of your retirement benefits begin. See the following table for specific dates. For example, if you would like a June 1 retirement date, you must contact the General Dynamics Service Center no later than May 1. If you contact the General Dynamics Service Center on May 2, you may not select June 1 for your retirement date because it is less than one month away, but you may select a July 1 retirement date.

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For Retirement Date Contact the General Dynamics Service

Center no later than

January 1 December 1 of the year preceding retirement

February 1 January 1

March 1 February 1

April 1 March 1

May 1 April 1

June 1 May 1

July 1 June 1

August 1 July 1

September 1 August 1

October 1 September 1

November 1 October 1

December 1 November 1

The Plan does not permit retroactive payments for periods prior to the date you formally initiate the

retirement process, except in limited circumstances that are only applicable when you are over age 65. Prior to your retirement date, your employment with the Company and all service recognized by the Plan

must end.

If you remain in active employment with the Company after a retirement date that you designated in a written election, then that written election is no longer valid, and you must initiate the election process again to start retirement benefits.

If you are receiving Continuous Service during a period of layoff or authorized leave of absence from the Company and meet the requirements for retirement, you may designate a retirement date that is prior to the end of this period. In this event, your employment with the Company (and all Continuous Service) will end on the retirement date you have designated.

If you are no longer in the employ of the Company and are eligible to commence your benefits, you can

choose to defer your retirement date but not past the first day of the month after you reach age 65.

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DEATH BENEFITS FOR YOUR SPOUSE If you die after having completed 5 or more years of Continuous Service and before the effective date of your retirement election, your surviving spouse will be eligible for a monthly death benefit. The death benefit coverage is automatic and is provided at no cost to you. The monthly benefit will be payable for your spouse's lifetime, beginning on the later of: The first day of the month following your death; or The date that you would have reached eligibility to commence early or normal retirement benefits. However, your surviving spouse may defer commencement of this monthly benefit to as late as the date on which you would have attained age 65. The monthly benefit will be computed as described in one of the following paragraphs, as appropriate.

Death Before Eligibility For Retirement The monthly benefit to your spouse will be computed as if you had terminated employment on the day of your death (or actual termination, if earlier), survived to the earliest date that you could have started benefits (see Leaving the Company Before Retirement), elected to commence receiving your benefit with the 50% Contingent Annuitant payment option, and then died. Your spouse would then receive 50% of the amount which would have been payable to you under these circumstances.

Death After Eligibility For Retirement The monthly benefit to your spouse will be computed as if you had retired on the date of your death with the 50% Contingent Annuitant option in effect. Your spouse would then receive 50% of the amount that would have been payable to you under these circumstances starting on the first day of the month after your death. If you die while in active represented employment at BIW, the benefit payable to your surviving spouse may be increased as described in the next section.

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Special Provisions Applicable To Active Employees With At Least 10 Years Continuous Service A special provision will apply if you: Die while in the active represented employment of BIW (or on an authorized leave of absence from such

employment); and Have completed 10 or more years of Continuous Service at your death. Under these circumstances, in place of the benefit described above, an increased benefit will be payable as described in the next paragraph. Your spouse will be entitled to receive 75% of the monthly retirement benefit that you would have been eligible to receive if you had died on your normal retirement date. Your spouse's benefit will be based upon your Credited Service at the time of your death. This benefit begins on the first day of the month following the date of your death. If you should die prior to age 60 and your spouse later remarries, his or her 75% benefit will cease at that time. Your spouse will, however, still qualify for 50% Contingent Annuitant benefits described on the preceding page when you would have otherwise been age 55. If you should die at age 60 or older and your spouse remarries, the 75% benefit will continue for your spouse's lifetime.

Cancellation Of Coverage This protection is automatically canceled if your spouse dies or if you are divorced. Upon remarriage, the protection will automatically be provided to your new spouse. If you are divorced, coverage for your former spouse or any subsequent spouse may vary from the pattern described, depending upon the provisions of any Qualified Domestic Relations Order (described in more detail in the Payment of Benefits subsection).

Death After Electing A Survivor's Benefit For Your Spouse A special rule applies if you have elected to retire and have selected a Contingent Annuitant or Joint and Survivor option with your spouse as the Contingent/Joint Annuitant. In that case, if you die before the effective date for benefit commencement but after filing a completed valid retirement election, the monthly benefit payable to your spouse will be based upon the option elected or the 50% Contingent Annuitant option, whichever would provide the greater benefit to your spouse.

No Coverage If you die without 5 years of service or if you die prior to retirement and do not leave a surviving spouse, no benefit will be payable under the Plan.

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REEMPLOYMENT Break In Service Different reemployment rules applied prior to September 13, 1995 because your employer was not a subsidiary or affiliate of General Dynamics Corporation at that time. If your employment terminates after September 13, 1995 but you are later reemployed by the Company, your Plan benefit could be affected by a "Break in Service."

Generally, you will incur a Break in Service as of the date your active employment with the Company ends (via voluntary termination, retirement or otherwise) if you are not reemployed within 12 months from that date. However, if your active employment with the Company ends due to a reduction in force (layoff), this Break in Service date will be delayed to the earliest of the following dates: The date which is 12 months after the date you went on layoff; If you are requested to return to work and you refuse, the later of the date of

your refusal or 12 months after the date you first were laid off; The day before your elected Retirement Effective Date (see the Applying for

Benefits section); or Your date of death.

If You Do Not Have A Break In Service And Are Rehired Your Continuous Service will not be broken and your Credited Service will be reinstated. You will receive Continuous Service — but not Credited Service — for the period of time between the date you left employment and your date of rehire.

If You Incurred A Break In Service And Are Rehired If you complete at least 1 year of Continuous Service after the date you are rehired, your prior Continuous Service and your Credited Service will be reinstated provided that you satisfy any one of the following requirements: You were vested at the date of your termination of employment; or Your reemployment was before January 1, 1987 and the period of your Break in Service was less than

your Continuous Service prior to your Break in Service; or Your reemployment was on or after January 1, 1987 and the period of your Break in Service was less

than your total period of prior Continuous Service or five years whichever is longer. You will not receive Continuous Service — or Credited Service — for the period of time between the date of your termination of employment and date of rehire.

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Effect Of Prior Distributions If following your prior termination you received a lump sum distribution of your benefit based upon your prior period of service, your accrued benefit associated with that prior period will not be reinstated unless you repay the distribution plus interest. If you are rehired after December 31, 2002 and your prior lump sum distribution represented the entire value of your accrued benefit at the time of distribution, the Plan does not permit repayment. Otherwise, the repayment must be in a single sum, must be made while an active employee and must be made within 2 years of your rehire date or within 5 years of your rehire date if you received your lump sum distribution after December 31, 1984 and the period of your termination of employment is less than 5 years. Upon repayment, your previous benefit will be reinstated. Failure to Reinstate Service or Benefits

If you were eligible to reinstate any prior service or benefits but had failed to do so because you did not take appropriate action required at the time, you cannot later reinstate such service or benefits. After the time limit for reinstatement has passed, the prior service and benefits cannot subsequently be reinstated.

If You Terminate After Eligibility For Retirement And Are Rehired If you retire and are rehired by the Company, you will earn additional Continuous Service but you will not earn additional Credited Service under the Plan. In any event, while you remain employed by the Company, payments from the Plan will be suspended (subject to applicable government regulations). Retirement benefits will resume when your employment with the Company (and Continuous Service) ends. When your benefits resume, they will be recalculated to reflect any payments you have already received. Because benefits will be suspended upon rehire, the present value of the benefits that you will actually receive after rehire will be less than the total value of benefits that would have been payable if you had remained retired. If your reemployment includes some month(s) after normal retirement age during which you had fewer than 40 hours of service, then the recalculated benefit payable to you when benefits resume will recognize the monthly benefit(s) with respect to such month(s). If you believe that your benefits should not be suspended (withheld) during your reemployment, you are entitled to a review. See the Appeal Procedure in the Filing A Claim Under the Plan subsection for a description of the Plan's review process.

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ADDITIONAL PLAN INFORMATION Review And Update Your Information In all circumstances that affect your personal and employment situation, it is your responsibility to make sure your address of record and other information is up to date. To make any changes to your address or other information, please visit www.gdbenefits.com or call the General Dynamics Service Center.

Payment Of Benefits Except as noted below, the Plan will pay benefits only to you, your Contingent/Joint Annuitant, or your Beneficiary under the conditions described in the legal documents summarized in this booklet. No Plan benefit can be sold, transferred, or attached to pay debts (other than Federal income taxes). If you (or your Contingent/Joint Annuitant or Beneficiary) are legally incapable of receiving your benefit, the Plan will pay the benefit to a legal guardian. If a guardian has not been appointed, the benefit can be paid to a spouse, child, or other person or institution that the Plan Administrator believes is responsible for care. If you become divorced or legally separated from your spouse or are required to pay child support, benefits which you have earned may be assigned to your former spouse or your dependents. Such assignments may be done only pursuant to an order, entered by a state court of competent jurisdiction, which is found by the Plan Administrator to be a Qualified Domestic Relations Order. Contact your attorney or financial advisor if you are involved in divorce or separation proceedings regarding the possible impact to your benefits under the Plan. Otherwise, attachment or assignment of Plan benefits for the benefit of creditors (except for payment of Federal income taxes) is prohibited. The Plan Administrator has established uniform procedures for handling such orders and payments under them. You may obtain a copy of the Plan's general procedures concerning Qualified Domestic Relations Orders by contacting the General Dynamics Service Center. All applications and other forms described in this booklet are available from and are to be filed with the General Dynamics Service Center. The General Dynamics Service Center will provide the various forms and answer your questions.

Spouse Generally, the determination of whether you are “married” or who (if anyone) constitutes your “spouse” will be made in accordance with applicable federal law, including, but not limited to, the Defense of Marriage Act.

Funding Based Benefit Restrictions If the Plan assets are less than 80% of the Plan liabilities as of January 1 in any Plan year commencing on or after 2011, then certain restrictions are imposed as mandated by Section 436 of the Internal Revenue Code. These restrictions may limit the benefits that can be provided by the Plan, Plan amendments to improve benefits and accelerated forms of benefit payment such as the level income option and the lump sum option (if available). You will be notified if the Plan is subject to these funding based restrictions.

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The Company’s Right To Terminate, Amend Or Merge Although the Company expects to continue this Plan the Company reserves to itself the absolute and unfettered right to terminate, amend or merge this Plan (and the benefits it provides) at any time for any reason without any prior notice and with regard to past, current and future employees. Any such actions may be subject to applicable collective bargaining agreements. No amendment will decrease your accrued benefits, but future benefits can be decreased or eliminated and your overall participation may be affected as well. If the Company changes or terminates this Plan, setting up a different plan providing similar benefits will be at the sole discretion of the Company. Participation in this Plan confers no rights (legal, equitable, or otherwise) on you or your beneficiaries that are not otherwise conferred by law or an applicable collective bargaining agreement. Subject to applicable law, if the Plan is terminated and has enough assets to provide for all accrued benefits, then all accrued benefits will be considered to be fully vested and the Plan will make provision for their payment. If any assets remain after providing for all accrued benefits, the remaining assets will be returned to the Company. If the terminated Plan does not have enough assets to provide for all accrued benefits, then the Pension Benefit Guaranty Corporation asset allocation rules will apply. These rules will determine what benefits can be paid from the Plan and you may receive less than your accrued benefit.

Plan Sponsor, Plan Administrator And Administrative Expenses General Dynamics Corporation (referred to in this subsection as the Company) is the Plan Sponsor, Plan Administrator and Named Fiduciary under ERISA for the Plan and is authorized to manage and control the operation and administration of the Plan. The Company (through the Company’s Board of Directors or its delegate) has the authority to designate investment managers and retain any other person (as a fiduciary or otherwise) to carry out any and all administrative responsibilities under the Plan. The Plan Administrator's responsibilities, among others, include making and enforcing such rules as it deems necessary to properly administer the Plan. The Plan Administrator shall have the absolute and sole discretionary authority to construe and interpret the provisions of the Plan, Plan documents, Summary Plan Description, as well as any communications and administrative processes related to the Plan, and make factual determinations thereunder, including the power to determine the rights or eligibility of participants and any other persons, and the amounts of their benefits under the Plan; and to remedy ambiguities, inconsistencies, or omissions; such determinations shall be binding on all parties. Benefits will be paid only if the Company, in its sole discretion, determines that the member or beneficiary is entitled to them. In the event of an error in Plan recordkeeping or payment of benefits, the Plan Administrator shall take whatever corrective action it deems appropriate, in its sole discretion, to adjust benefits to amounts provided under the terms of the Plan and to recover any amount paid in error and interest thereon through direct repayment or by reduction of future benefit payments. The Plan Administrator has the authority to delegate any of its powers under this Plan (including, without limitation, its power to administer claims and appeals) to any other person, persons, or committee in the administration of the Plan. This person, persons, or committee may further delegate its reserved powers to another person, persons, or committee as it sees fit. Any delegation or subsequent delegation shall include the same sole, discretionary, and final authority that the Plan Administrator has listed herein and any decisions, actions, or interpretations made by any delegate shall have the same ultimate binding effect as if made by the Plan Administrator. As a matter of prudent business planning, the Company, as the Plan Sponsor of this Plan, is continually reviewing and evaluating various proposals for changes in the Plan. When the Company is acting in this manner, it is not acting in its capacity as the Plan Administrator, but as the settlor of the Plan. When acting as the settlor of the Plan, the Company does not have a fiduciary duty to the Plan or the participants.

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Because of the need for confidentiality, decisions regarding changes in the Plan are not discussed or evaluated below the highest levels of management. Until a Plan amendment is actually adopted by the Company, lower level managers and other employees of the Company do not know whether the Company will change the Plan and are not in any position to advise any employee about possible changes. Any such speculation or statements about future changes should be disregarded and may not be relied upon by you. Unless and until changes in the Plan are formally announced by the Company, no one is authorized to give you assurance that a change will or will not occur. In its capacity as Plan Administrator, and acting through benefits counselors working out of the Employee Benefits offices and General Dynamics Service Center Representatives, the Company is authorized to assist you in your understanding of the Plan in its current form. However, in the event of a discrepancy between (1) a statement (oral or written) made by such benefits counselors, General Dynamics Service Center Representatives, business unit representatives, or any employee of the Company not specifically delegated the authority to interpret the Plan, and (2) the legal documents comprising the Plan, the legal documents comprising the Plan (as interpreted by the Plan Administrator) shall govern. The Plan Administrator is authorized by the Plan to charge to the Plan any and all expenses associated with the Plan's administration, including, without limitation, any third-party consultant, trustee, investment manager, legal or recordkeeping fees. The Company may also pay any of these expenses or reimburse the Plan's trust for any payment made, or the trust may reimburse the Company for any of these expenses that it has paid. In addition, the Plan Administrator does not receive a fee for Plan administration but it is entitled to receive reimbursement from the Plan for the cost of employee wages and other expenses paid and directly incurred for Plan administration.

Insurance On Benefits Your pension benefits under this Plan are insured by the Pension Benefit Guaranty Corporation (PBGC), a federal insurance agency. If the Plan terminates (ends) without enough money to pay all benefits, the PBGC will step in to pay pension benefits. Most people receive all of the pension benefits they would have received under their plan, but some people may lose certain benefits. The PBGC guarantee generally covers: (1) normal and early retirement benefits; (2) disability benefits if you become disabled before the plan terminates; and (3) certain benefits for your survivors. The PBGC guarantee generally does not cover: (1) Benefits greater than the maximum guaranteed amount set by law for the year in which the plan terminates; (2) some or all of benefit increases and new benefits based on plan provisions that have been in place for fewer than five years at the time the plan terminates; (3) benefits that are not vested because you have not worked long enough for the company; (4) benefits for which you have not met all of the requirements at the time the plan terminates; (5) certain early retirement payments (such as supplemental benefits that stop when you become eligible for Social Security) that result in an early retirement monthly benefit greater than your monthly benefit at the plan's normal retirement age; and (6) non-pension benefits, such as health insurance, life insurance, certain death benefits, vacation pay, and severance pay. Even if certain of your benefits are not guaranteed, you still may receive some of those benefits from the PBGC depending on how much money your plan has and on how much the PBGC collects from employers. For more information on the PBGC and the benefits it guarantees, ask your Plan Administrator or contact the PBGC's Technical Assistance Division, 1200 K Street, N.W., Suite 930, Washington, D.C. 20005-4026 or call 202-326-4000 (not a toll-free number). TTY/TDD users may call the federal relay service toll-free at 1-800-877-8339 and ask to be connected to 202-326-4000. Additional information about the PBGC's pension insurance program is available through the PBGC's website on the Internet at http://www.pbgc.gov.

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Effect Of Disability On Plan Benefits If you recover from total disability and return to work as an hourly paid employee eligible to be covered by the Plan, you will again earn Continuous Service. If you recover and do not return to work for the Company, you will be eligible for a vested termination benefit if you have not yet met the age and service requirements for early retirement; or, if you have met these requirements, you will be eligible for an early retirement benefit.

Legal Documents This booklet is a summary of the legal documents that govern the Plan. This booklet supersedes any prior applicable summaries of the Plan. If there is a conflict between this booklet and the Plan language in the legal documents (as interpreted by the Plan Administrator), the Plan language in the legal documents will govern. You may look at the Plan documents in the Employee Benefits office of your business unit during normal working hours or obtain a copy upon written request. A reasonable charge will be made for a copy. The benefits described in this booklet are provided under the Plan pursuant to collective bargaining agreements which may be examined in the Employee Benefits office during normal working hours. A copy of the appropriate agreement will be made available for examination at your local union office if you request to review it there. You may purchase a copy of the agreement upon request to the Plan Administrator. A reasonable charge will be made for the copy.

Trustee Plan contributions made by the Company go into a Group Trust. The trustee of the funds is The Northern Trust Company, whose address is 50 South LaSalle Street, Chicago, Illinois 60675. The assets of the Group Trust are held by the Trustee for the payment of Plan benefits and expenses of Plan administration. Assets of the Group Trust are held totally separate and apart from the assets of the Trustee and the Company (including its subsidiaries and affiliates). The assets of the Group Trust will not be subject to the claims of the Trustee's or the Company's creditors.

Plan Administration You can write to the Plan Administrator, General Dynamics Corporation, at 2941 Fairview Park Drive, Suite 100, Falls Church, Virginia 22042-4513 (phone: (703) 876-3000). The Company administers the Plan without compensation, except that it may request reimbursement of out-of-pocket expenses as well as wages paid to its employees incurred for Plan operation and administration. It does not employ a contract administrator. The Plan Administrator is authorized by the Plan to adopt such rules and procedures which it determines, in its judgment, are necessary to operate the Plan in accordance with the law.

All records of the Plans are kept on a calendar year basis which is the Plan Year. General Dynamics, as the Plan Administrator, has designated a third party to provide Plan recordkeeping services and operate the General Dynamics Service Center administrative systems. The current recordkeeper is Aon Hewitt (known as Hewitt Associates LLC prior to October 1, 2010):

Aon Hewitt 100 Half Day Road Lincolnshire, Illinois 60069-3242

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Plan Information The legal name of the Plan is the General Dynamics Retirement Plan (Government). The Bath Iron Works Corporation Pension Plan for Hourly Employees is a subplan of this Plan and incorporates a separate instrument known as the General Dynamics Corporation Master Retirement Plan Supplement. The employer identification number for the Plan (EIN) is 13-1673581 and the plan number (PN) is 001.

Legal Process Service for legal process should be delivered to: Secretary, General Dynamics Corporation, 2941 Fairview Park Drive, Suite 100, Falls Church, Virginia 22042-4513. Service for legal process may also be delivered to the Plan Administrator or the Trustee.

Filing A Claim Under The Plan If you cannot resolve an issue that you may have with respect to the Plan, you must file a written claim for your benefits with the Plan Administrator. Your written claim must set forth sufficient evidence of your right to the benefits and must include any other proof to support your claim. Within 90 days of receiving your claim, a decision on the review will be made. If special circumstances are involved, the review period may be extended and you will receive a decision within 180 days. If your claim is approved, the Plan Administrator will notify you in writing as to the amount of benefits to which you are entitled, the timing of payments, and any other relevant information. However, no interest is payable on benefits that are delayed or paid late due to either this claim procedure or the appeal process. If your claim for a benefit under the Plan is denied, in whole or in part, you will receive a written notification of the denial. The notice will explain the specific reasons for the denial, the Plan provisions on which the decision is based, any additional material or information needed to make the claim acceptable and the reason it is necessary, and an explanation of the Plan's claim review procedures, applicable time limits, and your rights to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974 (ERISA) following a denial on review. Appeal Procedure

If your claim is denied, you are entitled to a review of the denial. Within 75 days of receiving the denial, you or your representative may submit a written request to the Plan Administrator, look at relevant documents, and submit issues, comments and supporting documentation in writing. Your request for review should be submitted to the Plan Administrator at:

General Dynamics Corporation 2941 Fairview Park Drive, Suite 100 Falls Church, VA 22042-4513

Normally, within 60 days of the time your request for review is received, a decision on the review will be made. You will receive a written copy of the decision including the specific reasons for it and references to the Plan provisions on which it is based. If special circumstances are involved, the review period may be extended and you will receive a decision within 120 days. You must use and exhaust the Plan’s administrative claims and appeals procedure before bringing a lawsuit in either state or federal court. Similarly, failure to follow the Plan’s prescribed procedures in a timely manner will also cause you to lose your right to sue regarding an adverse benefit determination. If, after exhausting the above administrative claims and appeals procedures, you wish to bring a lawsuit in either state or federal court challenging a claim denial, you must commence the lawsuit no later than six months after you receive your final denial letter indicating that you have exhausted your administrative appeals and have the right to file a lawsuit. In addition to the six month deadline that applies to filing a lawsuit

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after the claims and appeals procedures are exhausted, there is a general time limitation that applies to all lawsuits involving all types of Plan issues. You must commence any such lawsuit involving Plan claims no later than two years after you first receive information that constitutes a clear repudiation of the rights you are seeking to assert (i.e., the underlying event or issue that should have triggered your awareness that your rights under the Plan may have been violated). Although any period of time when your claim is in the claims procedure described above (i.e., the time between when you file a claim for benefits with the Plan Administrator and the time you receive a final determination letter from the Plan Administrator) does not count against the two-year period, once the claims procedure process is completed, the two year period will continue running where it left off. Special Disability Benefit Claim Rules

If you submit a claim to the Plan for a disability benefit under the Plan, you will be notified no later than 45 days after the Plan Administrator receives your claim. However, the Plan Administrator may take up to two 30-day extensions in reviewing your claim. If the Plan Administrator requires the first 30-day extension, it will notify you within the 45-day period. If the Plan Administrator requires an additional extension, you will be notified within the first 30-day extension that it will respond within 105 days of first receiving your claim. If the Plan Administrator requires additional information from you in order to resolve any issues, you will have 45 days in which to provide it. The Plan's period for making a disability benefit determination is suspended until you respond to any request for additional information. If your disability claim is denied, you will receive a written explanation from the Plan Administrator and may file an appeal within 180 days. You or your representative may review the Plan documents and submit written comments to the Plan Administrator at the address in the section above. You will receive a response to your request for review of your disability benefit claim within 45 days (however, within that period, the Plan Administrator may notify you of its need to require an extension of another 45 days). Legal actions may be brought on a denied disability claim no later than one year after a final decision is rendered on a claim. In all cases, in order to raise an issue in any legal action related to a claim, you must have clearly raised such issue during the claims and appeals procedure described above.

ERISA Rights As a participant in the General Dynamics Retirement Plan (Government), you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to: Receive Information About Your Plan and Benefits

Examine, without charge, at the Plan Administrator's office and at other specified locations, such as worksites and union halls, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of

the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description. The Plan Administrator may make a reasonable charge for the copies.

Receive a summary of the Plan's annual financial report, as required by law. For years prior to 2008, the

Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

Obtain a statement telling you whether you have a right to receive a pension at normal retirement age

(age 65) and if so, what your benefits would be at normal retirement age if you stop working under the Plan now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to get a right to a pension. This statement must be requested in writing and is not required

29

to be given more than once every twelve (12) months. The Plan must provide the statement free of charge.

Prudent Actions by Plan Fiduciary

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA. Enforce Your Rights

If your claim for a pension benefit is denied, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan's decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance With Your Questions

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.