SPLIT-DOLLAR INSURANCE AGREEMENT

Exhibit 10.18

SPLIT-DOLLAR INSURANCE AGREEMENT

     THIS AGREEMENT is entered into this 21st day of November, 1994, by and between General Dynamics (the “Company”), and the Mellor Family Irrevocable Trust (the “Trust”), and James R. Mellor, Jr., Deborah Mellor Rye and Diane Mellor Liljestrom, as trustees of the Trust (the “Trustees”).

     NOW THEREFORE, the Company and the Trust agree as follows:

     1.     The life insurance policy (the “Policy”) with which the agreement deals is Policy Number ______issued by The Massachusetts Mutual Life Insurance Company (“Insurer”) on the lives of James R. and Suzanne S. Mellor (the “Insureds”). The Trust shall be the sole owner of the Policy.

     2.     The entire premium on the Policy shall be paid by the Company as it becomes due. The Company shall pay an annual premium of $535,806 for a period of ten years to the Insurer. No contributory amount shall be paid by the Trust or the Trustees.

     3.     Dividends shall be applied to purchase paid-up additional insurance protection.

     4.     To secure the Company’s share of the premiums paid by it in paragraph 2 above, the Trust has executed an assignment of the Policy to the Company in substantially the form as attached hereto as Exhibit “A” for the Policy.

     5.     In the event the Policy becomes a claim by reason of the Insureds’ deaths, the Company shall have an interest in the proceeds of the Policy equal to the total value of its share of the premiums paid under paragraph 2 of this agreement. The balance, if any, of the proceeds of the Policy shall be paid directly by the Insurer to the Trustees.

     6.     This agreement shall be terminated, subject to the provisions in paragraphs 7, 8 and 9 below, only after the close of the fifteenth year of the Policy unless both Insureds have died as provided in paragraph 5, above. The Company shall notify the Trustees of the termination in writing.

     7.     In the event of termination of this agreement as provided in paragraph 6 above, the Trust shall have the obligation to repay the Company within 60 days of the date of termination an amount equal to the premiums paid by the Company under paragraph 2 of this agreement.

     8.     If the Trust fails to repay said amount to the Company within 60 days of the date of termination of the agreement pursuant to the provisions of paragraph 7 above, the Trustees shall execute any and all instruments that may be required to vest ownership of the Policy in the Company. Thereafter, the Trust shall have no further interest in said Policy.

     9.     Any payments under the Policy to the Company in connection with the rights granted to the Company in the assignment referred in paragraph 5 shall first be made from the Policy’s cash value attributable to the paid-up additional life insurance purchased by the Policy’s dividends. The Trust shall have no interest in the paid-up additional life insurance protection except to the extent the death benefit or cash value thereof exceeds the total premiums paid by the Company. The Company’s rights under this paragraph are in addition to the Company’s other rights under this agreement.

     10.     The Trust shall have the right to assign any part or all of the Trust’s retained interest in the Policy and this agreement to any person, entity or trust by execution of a written assignment delivered to the Company and to the Insurer. The Trust’s retained interest is defined as the value of the Policy and death benefit after satisfaction of the Company’s rights under this agreement.

     11.     The Company and the Trust can mutually agree to amend this agreement and such amendment shall be in writing and signed by the Company and Trustees. Such amendment may include, but is not limited to, the exchange of the Policy for a replacement policy issued by the Insurer or another insurance company.

     12.     This agreement shall bind and inure to the benefit of the Company and its successors and assigns; Trust and Trustees, and any Policy beneficiary.

     13.     The financial obligations of the Company under this agreement shall be limited to the payment of premiums described in paragraph 2 above, and the Company does not have or assume any liability or responsibility with respect to the obligations of the Insurer under the Policy or otherwise. Without limiting the generality of the foregoing, it is specifically provided that in the event of insolvency or other default of payment by either the Insurer or the Trust or Trustees, the Company shall have no responsibility to make any payment to the Trust, the Trustees, James R. Mellor, Suzanne S. Mellor or any other person or entity, and any person or entity claiming entitlement to payments under the Policy may look only to the assets of the Insurer respectively and any person or entity claiming entitlement to payments under the Trust may look only to the assets of the Trust.

     14.     The following provisions are part of this agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974:

IN WITNESS WHEREOF the parties have signed and sealed this agreement