0000950133-03-002139 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG GENERAL DYNAMICS CORPORATION, ASPEN ACQUISITION CORPORATION AND VERIDIAN CORPORATION JUNE 9, 2003

Merger Agreement • June 11th, 2003 • Monitor Clipper Equity Partners Lp • Services-computer integrated systems design • Delaware

• Contract Type
  Merger Agreement
• Filed
  June 11th, 2003
• Company
  Monitor Clipper Equity Partners Lp
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2003 ("Agreement"), is by and among General Dynamics Corporation, a Delaware corporation (“Acquiror”), Aspen Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Acquiror (“Acquisition Sub”), and Veridian Corporation, a Delaware corporation (“Target”).

VOTING AGREEMENT

Voting Agreement • June 11th, 2003 • Monitor Clipper Equity Partners Lp • Services-computer integrated systems design • Delaware

• Contract Type
  Voting Agreement
• Filed
  June 11th, 2003
• Company
  Monitor Clipper Equity Partners Lp
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

This Voting Agreement (this “Agreement”) has been made as of June 9, 2003, by General Dynamics Corporation, a Delaware corporation (“Acquiror”), Aspen Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (“Acquisition Sub”), and Monitor Clipper Equity Partners, L.P. (“MCEP”), Monitor Clipper Equity Partners (Foreign), L.P. (“MCEP(F)”), Monitor Consulting, L.P. (“Monitor Consulting”) and Monitor Company Group, L.P., as the successor in interest to Monitor Company, Inc. (“MCGLP”, and together with MCEP, MCEP(F) and Monitor Consulting, the “Stockholders”).