EXHIBIT 10.33

                         NEWPORT NEWS SHIPBUILDING INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                    Article I
                             ESTABLISHMENT & PURPOSE

1.1   Establishment. Effective as of January 1, 1999, Newport News Shipbuilding
      Inc. has adopted this supplemental retirement plan known as the Newport
      News Shipbuilding Inc. Supplemental Executive Retirement Plan for the
      benefit of a select group of highly compensated employees and their
      Surviving Spouses.

1.2   Purpose. The purpose of the Plan is to provide supplemental retirement
      income and death benefits in excess of the benefits provided by the
      Newport News Shipbuilding Inc. Retirement Plan, as amended and restated
      effective January 1, 1998 and the Newport News Shipbuilding Inc.
      Retirement Benefit Restoration Plan as effective January 1, 1998 and as
      subsequently amended, and to enable the Company and any adopting Employers
      to attract and retain certain key executives.


                                   Article II
                                   DEFINITIONS

Definitions. As used herein, the following words and phrases have the meanings
ascribed to them in Article II unless a different meaning is plainly required by
the context. Some of the words and phrases used in the Plan are not defined in
this Article II, but, for convenience, are defined as they are introduced into
the text. Words in the masculine gender shall be deemed to include the feminine
gender and words in the feminine gender shall be deemed to include the masculine
gender. Any headings used herein are included for ease of reference only, and
are not to be construed so as to alter any of the terms of the Plan.

2.1  "Accrued Benefit as of a specified date with respect to a Participant means
     a monthly benefit equal to the greater of (a) or (b) subject to (c) below
     where:

(a)        means the Accrued Benefit as defined in the Restoration Plan, except
           that compensation used in the calculation of vested benefits shall be
           Final Average Compensation as defined in this Plan.

(b)        means one-twelfth of the following percentage of the Participant's
           Final Average Compensation, where the percentage to be used is
           determined by the age that the Participant attained or will attain on
           the one-year anniversary of his date of birth that is coincident with
           or immediately preceding the end of the calendar year which contains
           the date as of which his Accrued Benefit is being calculated ("Age At
           End of Year"):


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                             Age At End of Year            Applicable Percentage
                               Less than 55                          0%
                                   55                               20%
                                   56                               26%
                                   57                               32%
                                   58                               38%
                                   59                               44%
                                   60 or more                       50%

           Solely for the purposes of this subsection, any Participant whose Age
           At End of Year exceeded 55 on the date he became a Participant in the
           Plan shall be treated as though his Age At End of Year on the date he
           became a Participant was 55, and his Age At End of Year shall
           increase by one on each subsequent January 1.

           The benefit described in this subsection (b) shall be expressed as a
           Life Annuity commencing at the Participant's Normal Retirement Date.

      (c)  In the event of a Change in Control, each Active Participant's
           Accrued Benefit shall be calculated as follows: under (a) above by
           adding three (3) years to his Years of Service and three (3) years to
           his Years of Participation, and under (b) above by adding five (5)
           years to his Age at End of Year.

2.2   "Actuarial Equivalent" shall have the same meaning as under the Qualified
      Plan. For purposes of calculating any single sum amount that becomes due
      under this Plan, the single sum amount shall be calculated using the same
      factors that would be used for the same purpose under the Qualified Plan,
      without regard to any limitations on the amount of a single sum payment
      that apply under the Qualified Plan.

2.3   "Annuity Starting Date" shall mean the first day of the first period for
      which an amount is payable as an annuity, or in the case of a benefit not
      payable in the form of an annuity, the first day on which all events have
      occurred which entitle the Participant to such a benefit and on which
      payment is due under the Plan.

2.4   "Associated Employer" means any corporation which has been designated as
      an Associated Employer by the Newport News Shipbuilding Inc. Board of
      Directors and which has adopted the Plan.

2.5   "Beneficiary" shall mean the person or entity designated by a Participant
      to receive benefits under this Plan. This designation shall be made on a
      beneficiary designation form provided by the Plan Administrator, signed by
      such Participant, and filed with the Plan Administrator.

2.6   "Board of Directors" or "Board" shall mean the Board of Directors of
      Newport News Shipbuilding Inc.

2.7   "Termination for Cause" shall have the same meaning as under the
      Restoration Plan.

2.8   "Change in Control" shall have the same meaning as under the Newport News
      Shipbuilding Inc. Change in Control Severance Benefit Plan for Key
      Executives.

2.9   "Code" shall mean the Internal Revenue Code of 1986, as amended. Reference
      to a section of the Code shall include that section and any comparable
      section or sections of any future legislation that amends, supplements, or
      supersedes such section.

2.10  "Committee" shall mean the Compensation and Benefits Committee of the
      Board of Directors of Newport News Shipbuilding Inc.

2.11 "Company" shall mean Newport News Shipbuilding Inc.

2.12  "Final Average Compensation" shall mean the average of the Participant's
      Covered Compensation for any three calendar years (out of the five most
      recent full calendar years) that produces the highest average. Covered
      Compensation shall mean regular base compensation during the calendar year
      plus actual short-term incentive compensation earned during the same
      calendar year. For any calendar year in which a Participant was employed
      by an Employer for only part of the year, the regular base compensation
      and short-term incentive compensation earned during that year will be
      converted pro rata to an annual amount. Short-term incentive compensation
      shall be included as Covered Compensation with respect to the calendar
      year in which it was earned by the Participant, without regard to the
      calendar year in which it was paid to the Participant. Short-term
      incentive compensation shall mean only annual bonuses paid or eligible to
      be paid to the Participant in cash based on Company and individual
      employee performance criteria, and shall not include signing bonuses,
      relocation allowances, long-term incentive awards, stock options,
      performance share grants, expense allowances or reimbursements, or any
      other compensation.

2.13  "Death Benefit" means the Benefit described in Section 4.4 payable at the
      Participant's death.

2.14  "Early Retirement Date" shall mean the first day of any month preceding
      his Normal Retirement Date that is coincident with or next following the
      later of: (a) the date the Participant attains age 55, (b) the fifth
      anniversary of his date of employment with an Employer, and (c) the date
      his employment with all Employers is terminated. Solely for Active
      Participants at the time of a Change in Control, "age 50" shall be
      substituted for "age 55" and "second anniversary" shall be substituted for
      "fifth anniversary" in the preceding sentence.

2.15 "Effective Date" shall mean January 1, 1999.

2.16  "Employer" shall mean Newport News Shipbuilding Inc. and any Associated
      Employer.

2.17  "Late Retirement Date" shall mean the first day of any month that follows
      the later of (a) his Normal Retirement Date, and (b) the date his
      employment with all Employers is terminated.

2.18  "Life Annuity" shall mean a series of monthly installments which will
      continue for the lifetime of the Participant and will cease upon his
      death.

2.19  "Normal Retirement Date" shall mean the first day of the month coincident
      with or next following the later of: (a) the date the Participant attains
      age 60, (b) the fifth anniversary of his date of employment with an
      Employer, and (c) the date his employment with all Employers is
      terminated. Solely for Active Participants at the time of a Change in
      Control, "age 55" shall be substituted for "age 60" and "second
      anniversary" shall be substituted for "fifth anniversary" in the preceding
      sentence.

2.20  "Offset Plans" shall mean the Tenneco Inc. Retirement Plan, the Tenneco
      Inc. Supplemental Executive Retirement Plan, the Qualified Plan, the
      Restoration Plan, and any individual employment agreement, contract or
      other arrangement between the Company and the Participant that provides
      for retirement benefits.

2.21  "Offset Plan Reduction" shall mean any benefit that is or becomes payable
      under any of the Offset Plans on behalf of the Participant. Such
      reductions to the Accrued Benefit shall occur each time the Participant
      first becomes eligible to receive a benefit from an Offset Plan, without
      regard to whether the Participant actually begins to receive such benefit.
      The amount of the reduction shall be the amount of benefit the Participant
      would have received from the Offset Plan if he had elected to begin
      receipt of the benefit as a Life Annuity at the time he was first
      eligible, converted on an Actuarial Equivalent basis to the form of
      benefit he elected from this Plan.

2.22  "Participant" shall mean any employee of an Employer who becomes eligible
      to participate in the Plan pursuant to Article III and who continues to be
      entitled to any benefits under the Plan. "Active Participant" shall mean a
      Participant who is an employee of an Employer and who is eligible to
      accrue additional benefits under the Plan.

2.23  "Plan" shall mean the Newport News Shipbuilding Inc. Supplemental
      Executive Retirement Plan.

2.24 "Plan Year" shall mean the calendar year.

2.25  "Qualified Plan" shall mean the Newport News Shipbuilding Inc. Retirement
      Plan. In the event that the Qualified Plan is subsequently amended,
      reference to a Section of the Qualified Plan shall be deemed to refer to
      the operational successor of such Section.

2.26  "Rabbi Trust" means a trust described in Code Section 671, which shall be
      established in connection with this Plan.

2.27  "Restoration Plan" means the Newport News Shipbuilding Inc. Retirement
      Benefit Restoration Plan.

2.28  "Retirement" shall mean termination of employment with all Employers at a
      time when the Participant is eligible for an Early, Normal, or Late
      Retirement Benefit, other than a Participant's Termination for Cause.

2.29  "Retirement Benefit" means the Benefit described in Section 4.1 payable at
      the Participant's Retirement Date.

2.30  "Retirement Date" shall mean the Participant's Early, Normal, or Late
      Retirement Date.

2.31  "Spouse" shall mean the person legally married to the Participant at his
      Annuity Starting Date.

2.32  "Surviving Spouse" shall mean the person legally married to the
      Participant at his date of death.

2.33 "Years of Participation" shall have the same meaning as under the
     Restoration Plan.

2.34 "Years of Service" shall have the same meaning as under the Restoration
     Plan.


                                   Article III
                               PLAN PARTICIPATION

3.1   Eligibility to Participate in the Plan. All Employees of the Employer who
      are employed in a position designated as ECP Level 7 or higher as of the
      Effective Date shall be Participants in the plan as of the Effective Date.
      Any other Employee of the Employer who is subsequently specifically
      designated by the Committee shall also be eligible to participate in the
      Plan.

3.2   Participation. A Participant shall remain a Participant so long as he is
      entitled to current or contingent benefits under the Plan, but shall cease
      to be a Participant if he terminates employment with all Employers prior
      to the date he becomes eligible for payment of benefits under Article IV
      of the Plan. If a Participant ceases to be an employee, but later become
      re-employed by an Employer, he shall again become a Participant when he is
      specifically designated a Participant by the Committee .

3.3   Select Group of Employees. The Plan is intended to qualify as a plan
      maintained by the Employers primarily for the purpose of providing
      deferred compensation for a select group of highly compensated employees,
      and, as such, to be exempt from certain provisions of the Employee
      Retirement Income Security Act of 1974, as amended. If the Company
      determines based on subsequent authority or if an agency or court of
      competent jurisdiction determines that the Plan benefits any person other
      than a member of the select group of management or highly compensated
      employees as per ERISA sections 201, 301, or 401 (and the period for
      appeal of such determination has elapsed), the participation of each
      employee who is determined not to be included in such group shall be
      immediately terminated. Such employee shall forfeit any Accrued Benefit,
      regardless of whether such benefit is otherwise vested and the employee
      shall cease to accrue any additional benefit under the Plan.


                                   Article IV
                                    BENEFITS

4.1   Retirement Benefits. Except as otherwise provided herein, retirement
      benefits will be computed and paid as follows:

      (a)  Normal Retirement Benefit shall be equal to the Participant's Accrued
           Benefit determined at the Participant's Normal Retirement Date and
           commencing on such date reduced by the Offset Plan Reduction.

(b)        Early Retirement Benefit shall be equal to the Participant's Accrued
           Benefit determined at the Participant's Early Retirement Date and
           commencing on such date, reduced by 5/12 of 1% for each month that
           his Early Retirement Date precedes his Normal Retirement Date and
           further reduced by the Offset Plan Reduction

(c)        Late Retirement Benefit shall be equal to the Participant's Accrued
           benefit determined at the Participant's Late Retirement Date and
           commencing on such date reduced by the Offset Plan Reduction.

4.2   Termination of Service. A Participant whose employment with all Employers
      is terminated prior to his earliest Early Retirement Date, or a
      Participant whose employment ends at any time on account of his
      Termination for Cause, shall forfeit his entire Accrued Benefit under this
      Plan. Notwithstanding the forgoing, in the event of a Change in Control
      the rights of all Participants to their accrued Retirement Benefits and
      Death Benefits shall be nonforfeitable, unless the Participant's
      employment ends on account of his Discharge for Cause within the meaning
      of the Newport News Shipbuilding Inc. Change in Control Severance Benefit
      Plan for Key Executives.

4.3   Form of Retirement Benefit. At the election of the Participant, his
      Retirement Benefit may be paid in any form of benefit available under the
      Qualified Plan, except that a single sum payment option shall not be
      available. Notwithstanding the prior sentence, if the single sum Actuarial
      Equivalent of his Accrued Benefit is less than $50,000 after taking into
      account all current and future reductions in his Accrued Benefit that are
      attributable to the Offset Plans, then he shall be paid such single sum
      Actuarial Equivalent in lieu of all other benefits payable to him from
      this Plan. Notwithstanding the forgoing, in the event of a Change in
      Control any Participant whose employment has been terminated may elect to
      receive a single sum payment that is the Actuarial Equivalent of his
      Accrued Benefit in lieu of all other benefits otherwise payable to him
      from this Plan.

4.4   Death Benefit. If a Participant dies, the single sum Actuarial Equivalent
      of his Accrued Benefit, after taking into account all current and future
      reductions in his Accrued Benefit that would have been made as a result of
      benefits attributable to the Offset Plans if he had not died, shall be
      paid to his Beneficiary.

4.5   Time of Payment. Payment of a Participant's benefit under this Article
      shall commence on the Participant's applicable Retirement Date.

4.6   Suspension of Benefits. If a retired former participant is re-employed by
      an Employer, his benefit will be suspended until his employment with all
      Employers is again terminated. His Retirement Benefit shall be
      recalculated when his employment with all Employers again ceases. If the
      retired former participant did not meet the requirements to again become
      an Active Participant, his new benefit amount will be equal to the benefit
      he was receiving immediately prior to his re-employment, increased by the
      annuity that is the Actuarial Equivalent of the payments that were
      suspended during his period of re-employment, and decreased by the annuity
      that is the Actuarial Equivalent of any payments that would otherwise have
      first become payable to him under an Offset Plan during his period of
      re-employment. If the formerly retired Participant met the Participation
      requirements of section 3.2 and again became an Active Participant prior
      to his subsequent retirement, his Retirement Benefit will be recalculated
      as of the date his employment with all Employers is again terminated,
      increased by the annuity that is the Actuarial Equivalent of the payments
      that were suspended during his period of re-employment, and decreased by
      the annuity that is the Actuarial Equivalent of any payments that would
      otherwise have first become payable to him under an Offset Plan during his
      period of re-employment. Notwithstanding the forgoing, the Retirement
      Benefit of a retired former participant who is re-employed by an Employer
      can never be less than what it would have been had he never been
      re-employed.

      The Plan Administrator shall establish procedures for the resumption of
      benefits and the offsetting of benefit overpayments, if any.

4.7   Income and Payroll Tax Withholding. To the extent required by the laws in
      effect at the time deferred compensation payments are made under this
      Plan, the Employer shall withhold from such deferred compensation payments
      any taxes required to be withheld for federal, state, or local government
      purposes.


                                    Article V
                               PLAN ADMINISTRATION

5.1   Administration of the Plan. The Plan shall be administered by a Plan
      Administrator, which shall be appointed by the Committee, subject,
      however, to any action taken by the Committee in respect to the Plan. The
      Plan Administrator shall be responsible for the administration of the Plan
      and shall have all of the discretionary authority, rights and duties which
      are necessary or appropriate for proper administration of the Plan
      including, without limitation, the discretionary power to determine
      eligibility for participation in the Plan, construe the terms of the Plan,
      resolve ambiguities, supply omissions, cure defects, and determine amounts
      due under the Plan. All decisions of the Plan Administrator shall be final
      and binding on all parties. The Plan Administrator shall file with the
      Department of Labor and distribute to the Participants any reports and
      other information required by applicable law and shall be entitled to rely
      conclusively upon all tables, valuations, certificates, opinions and
      reports furnished by any actuary, accountant, controller, counsel or other
      person employed or engaged by it with respect to the Plan. The Plan
      Administrator may appoint one or more delegates to discharge any or all of
      its responsibilities hereunder. Except as expressly limited by the Plan
      Administrator, such delegates shall have all of the rights and
      discretionary duties which are appropriate to carry out the duties that
      have been delegated.


                                   Article VI
                            AMENDMENT AND TERMINATION

6.1   Amendment and Termination of the Plan. The Committee may amend or
      terminate the Plan at any time. However, no such amendment or termination
      shall deprive any Participant or Surviving Spouse of any portion of any
      Retirement Benefit or Death Benefit which has accrued prior to the
      effective date of such amendment or termination. Any officer of the
      Company who has been duly authorized by the Committee to perform acts of
      such kind may take actions permitted by this Section.


                                   Article VII
                               GENERAL PROVISIONS

7.1   Funding. Benefits payable under this Plan to a Participant shall be paid
      directly from the general assets of the Employer. No Employer shall be
      obligated to set aside, earmark or escrow any funds or other assets to
      satisfy its obligations under this Plan, and the Participant and his
      Surviving Spouse shall not have any property interest in any specific
      assets of any Employer other than the unsecured right to receive payments
      from the Employer as provided herein. Notwithstanding the foregoing, in
      the event of a Change in Control, the Company shall fund all Accrued
      Benefits payable under this Plan through a trust described in Code section
      671 with respect to which the Company is the grantor (a "Rabbi Trust").
      Prior to a Change in Control, the Company shall not be obligated to
      deposit funds into such Rabbi Trust.

7.2   Nonalienation of Benefits under this Plan. Except for claims of
      indebtedness owing to an Employer, the interests of Participants and their
      Beneficiaries under this Plan are not subject to the claims of their
      creditors and may not be voluntarily or involuntarily sold, transferred,
      alienated, assigned, pledged, anticipated, or encumbered. Any attempt by a
      Participant, his Beneficiary, or any other person to sell, transfer,
      alienate, assign, pledge, anticipate, encumber, charge or otherwise
      dispose of any right to benefits payable hereunder shall be void. The
      Employer may cancel and refuse to pay any portion of a benefit that is
      sold, transferred, alienated, assigned, pledged, anticipated or
      encumbered. Additionally, the benefits which a Participant may accrue
      under this Plan are not subject to the terms of any Qualified Domestic
      Relations Order (as that term is defined in Section 414(p) of the Code)
      with respect to any Participant, nor shall the Plan Administrator or the
      Employer be required to comply with the terms of such order in connection
      with this Plan.

7.3   Plan Not a Contract of Employment. This Plan shall not be deemed to
      constitute a contract of employment between any Employer and any
      Participant or to be a consideration or an inducement for the employment
      or continued employment of any Participant or Employee. Nothing contained
      in this Plan shall be deemed to give any Participant or Employee the right
      to be retained in the service of any Employer or to interfere with the
      right of any Employer to terminate any Participant or employee at any time
      regardless of the effect which such termination shall have upon such
      individual as a Participant in the Plan.

7.4   Required Notification to Plan Administrator. Each Participant entitled to
      benefits hereunder shall file with the Plan Administrator from time to
      time in writing his post office address and each change of post office
      address. Any check representing payment hereunder and any communication
      addressed to a Participant or a former Participant hereunder at his last
      address filed with the Plan Administrator, or if no such address has been
      filed, then at his last address as indicated on the records of the
      Employer shall be binding on such person for all purposes of the Plan, and
      neither the Plan Administrator nor the Employer or other payor shall be
      obliged to search for or ascertain the location of any such person. If the
      Plan Administrator for any reason is in doubt as to the address of any
      Participant or former Participant entitled to benefits hereunder or as to
      whether benefit payments are being received by the person entitled
      thereto, it shall, by registered mail addressed to the person concerned at
      his address last known to the Plan Administrator, notify such person that:

      (a)  All unmailed and future retirement income payments shall be
           henceforth withheld until he provides the Plan Administrator with
           evidence of his continued life and his proper mailing address; and

      (b)  His right to any retirement income whatsoever shall, at the option of
           the Plan Administrator, be canceled forever, if, at the expiration of
           two (2) years from the date of such mailing, he shall not have
           provided the Plan Administrator with evidence of his continued life
           and his proper mailing address.

7.5   Successors. The provisions of this Plan shall be binding upon each
      Employer, and their successors and assigns and upon each Participant and
      his heirs, spouses, estates, and legal representatives.

7.6   Facility of Payment. Whenever and as often as any person entitled to
      payments hereunder shall be under a legal disability, or in the sole
      judgment of the Plan Administrator shall otherwise be in any way
      incapacitated so as to be unable to manage his financial affairs, the Plan
      Administrator, in the exercise of its discretion, may direct that the
      distribution or payments to which such person otherwise would be entitled
      shall be made in any one or more of the following ways:

      (a)  Directly to such person;

      (b)  To his legal curator, guardian, or conservator, or other
           court-appointed or court-recognized representatives;

      (c)  To his Surviving Spouse, to another member of his family, or to any
           other person, to be expended for his benefit; or

      (d)  By the Plan Administrator itself, receiving and expending, or
           directing the expenditure of the same for the benefit of such person.

      Any payment made in good faith in accordance with the provisions of this
      Section shall be a complete discharge of any liability for the making of
      such payment under the provisions of this Plan.

7.7   Required Information to Plan Administrator. Each Participant or Surviving
      Spouse will furnish to the Plan Administrator such information as the Plan
      Administrator considers necessary or desirable for purposes of
      administering the Plan. The provisions of the Plan respecting any payments
      thereunder are conditional upon the Participant's furnishing promptly such
      true, full and complete information as the Plan Administrator may request.
      Each Participant or Surviving Spouse will submit proof of his age and his
      spouse's age to the Plan Administrator at such time as required by the
      Plan Administrator. The Plan Administrator will, if such proof of age is
      not submitted as required, use as conclusive evidence thereof such
      information as is deemed by it to be reliable, regardless of the lack of
      proof, or the misstatement of the age of persons entitled to benefits
      hereunder, by the Participant or otherwise. Any notice or information
      which, according to the terms of the Plan or the rules of the Plan
      Administrator, must be filed with the Plan Administrator, shall be deemed
      so filed if addressed and either delivered in person or mailed to and
      received by the Plan Administrator, in care of the Company at:


                           Human Resources Department
                         Newport News Shipbuilding Inc.
                             4101 Washington Avenue
                        Newport News, Virginia 23607-2770

7.8   Claims Procedure. Any claim for benefits must initially be submitted in
      writing to the Plan Administrator. If such claim is denied (in whole or in
      part), the claimant shall receive from the Plan Administrator notice in
      writing, written in a manner calculated to be understood by the claimant,
      setting forth the specific reasons for denial, with specific reference to
      pertinent provisions of this Plan. Such notice shall be provided within 90
      days of the date the Participant's claim for benefits is received. Any
      disagreements about such interpretations and construction may be appealed
      within 60 days to the Plan Administrator. The Plan Administrator shall
      respond to such appeal within 60 days with a notice in writing fully
      disclosing its decision and the reasons therefore. The Plan Administrator
      shall have full and complete discretion to interpret the Plan and its
      resolution of all claims under the Plan shall be final. The Plan
      Administrator shall not be liable to any person for any action taken
      hereunder, except those actions undertaken with lack of good faith.

7.9   Controlling State Law. To the extent not superseded by the laws of the
      United States, the Plan will be construed and enforced according to the
      laws of the Commonwealth of Virginia.

7.10  Severability. In case any provision of this Plan shall be held illegal or
      invalid for any reason, such illegality or invalidity shall not affect the
      remaining provisions of the Plan, and the Plan shall be construed and
      enforced as if such illegal and invalid provisions had never been set
      forth.

7.11  Adoption of Plan. Any subsidiary, Affiliate Company, or other entity that
      satisfies the requirements of Section 2.16 of this Plan, may adopt this
      Plan for all or a portion of its employees, provided that the Committee
      approves such participation. The administrative powers and control of the
      Company as provided in the Plan shall not be deemed diminished under the
      Plan by reason of the participation of other companies in the Plan.


IN WITNESS WHEREOF, Newport News Shipbuilding Inc. has adopted this plan on this
_____ day of March, 1999.


ATTEST (SEAL):                              NEWPORT NEWS SHIPBUILDING INC.


_____________________________               By__________________________________