If a Director elects to direct deferred amounts into the Phantom Stock Investment Account, then, on the applicable Compensation Payment Date, the Director’s Phantom Stock Investment Account shall be credited with a number of Phantom Stock Units equal to # the amount deferred into the Phantom Stock Investment Account, divided by # the Market Value on such date, and rounded to the nearest ten-thousandth.

“Deferred Compensation Account” means the Prime Rate Investment Account, the Phantom Stock Investment Account and/or the Deferred Stock Account.

On the date of the payment of dividends on the Common Stock, a Director’s Phantom Stock Investment Account shall be credited with additional Phantom Stock Units, as follows:

“Phantom Stock Unit” means a bookkeeping unit, having at all times a value equal to one share of Common Stock, credited to a Participant’s Phantom Stock Investment Account.

the amount credited to a Director’s Prime Rate Investment Account and Phantom Stock Investment Account shall be paid in cash;

A Director’s Stock Dividend Investment Account will be credited as of the date on which a dividend is paid in stock other than Common Stock to the Company’s common stockholders with the number of shares of such other corporation’s stock receivable by such Southern common stockholder. Thereafter, if dividends are paid on the above-described non-Common Stock dividends, such subsequent dividends shall be credited in the same manner as described in [Section 5.3(a)(iii)] of this Pre-2005 Addendum.

Investment Fund Account. Subject to the provisions of Sections 5 and 8.1 as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Investment Fund Account: # the Participant’s allocable share of any contribution for that year made by the Employer in cash or in property other than Stock that is not used by the Trustee to purchase Employer Stock or to make payments due under an Exempt Loan; # the Participant’s allocable share of any forfeitures from the Investment Fund Accounts of other Participants arising under the Plan during that year; # any cash dividends paid during that year on Stock credited to the Participant’s Stock Fund Account, other than dividends which are paid directly to the Participant and other than dividends which are used to repay Exempt Loan; and # the share of the net income or loss of the Trust Fund properly allocable to that Participant’s Investment Fund Account, as provided in Section 8.5.

“Deferred Pension Election” means the election by a Director who had a Pension Benefit as of the Termination Date, who made a single one-time election, to credit all his Pension Benefit into # the Prime Rate Investment Account or # the Phantom Stock Investment Account in connection with the deferral of receipt of the Director’s Pension Benefit until termination from the Board.

In the case of dividends payable in cash or property other than cash or Common Stock, a number of Phantom Stock Units equal to # the cash or fair market value of any dividends declared and made with respect to the Common Stock payable in cash or other property which the Director would have received had the Director been the owner on the record dates for the payment of such dividends of the number of shares of Common Stock equal to the number of Phantom Stock Units in the Director’s Phantom Stock Investment Account on such dates, divided by # the Market Value on the dividend payment date, rounded to the nearest ten-thousandth; or

For purposes of clarity, Participants will not actually be invested in any actual fund, trust or account. Rather, for purposes of this Plan, “investment funds” used herein refers to notional (phantom) investments used to credit earnings to Participants’ Accounts. The investment returns (gains, losses and expenses) credited to Participants’ Accounts will match the investment returns that would actually be recognized had the money been invested in those funds in the Qualified Plan; provided, however, that investment returns (gains, losses and expenses) for notional (phantom) investments in the General Dynamics Stock Fund will instead be based on rules established by the Company for this Plan.