EXHIBIT 10.22

                         NEWPORT NEWS SHIPBUILDING INC.
                           CHANGE IN CONTROL SEVERANCE
                         BENEFIT PLAN FOR KEY EXECUTIVES

               (AS AMENDED AND RESTATED EFFECTIVE MARCH 23, 1999)


      The Newport News Shipbuilding Inc. Change in Control Severance Benefit
Plan for Key Executives was originally adopted effective December 12, 1996,
following the spinoff of Newport News Shipbuilding Inc. from Tenneco Inc.
Effective March 23, 1999, the Plan is amended and restated to incorporate
amendments adopted since the Plan's original effective date.

1.    Definitions

      A."Change in Control" shall mean that the first to occur of the following
        events (but no event other than the following events), except as
        otherwise provided below:

     (1)any person and any of their affiliates or associates becomes the
        beneficial owner, directly or indirectly, of securities representing
        fifteen percent (15%) or more of the combined voting power of NNS' then
        outstanding securities having general voting rights, and a majority of
        the Incumbent Board does not approve the acquisition before the
        acquisition occurs; notwithstanding the foregoing, a Change in Control
        shall not be deemed to occur pursuant to this clause (1) solely because
        fifteen (15%) or more of the combined voting power of NNS' then
        outstanding securities having general voting rights is acquired by one
        or more employee benefit plans maintained by one or more NNS Companies;

     (2)members of the Incumbent Board cease to constitute a majority of the NNS
        Board; or

     (3)The consummation of any plan of merger, consolidation or combination
        between NNS and any person, including becoming a subsidiary of any other
        person, without members of the Incumbent Board, as constituted
        immediately prior to the merger, consolidation or combination,
        constituting a majority of the board of directors of (a) the surviving
        or successor corporation, or, (b) if the surviving or successor
        corporation is a majority-owned subsidiary of another corporation or
        corporations, the ultimate parent company of the surviving or successor
        corporation; or

     (4)the consummation of any sale, exchange or other disposition of all or
        substantially all of NNS' assets without members of the Incumbent Board
        immediately prior to any sale, exchange or disposition of all or
        substantially all of NNS' assets constituting a majority of the board of
        directors of (a) the corporation which holds such assets after such
        disposition, or, (b) if such corporation is a majority-owned subsidiary
        of another corporation or corporations, the ultimate parent company of
        the successor corporation; or

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     (5)if any person and any of their affiliates and associates, shall elect or
        have elected, during any period not exceeding 24 months, at least 25% of
        the members of the NNS Board, without the approval of the Incumbent
        Board and such members are comprised of persons not serving as members
        of the NNS Board immediately prior to the formation of such group or the
        first solicitation of proxies by such shareholder.

      B."Constructive Termination" will be deemed to have occurred if, following
        the Change in Control, a Key Executive separates from service with all
        NNS Companies after the NNS Companies or their successors, by action or
        inaction, and without the Key Executive's express written consent:

     (1)diminish the Key Executive's status, position, duties or
        responsibilities from those in effect immediately prior to the Change in
        Control. Without limitation on the foregoing, for purposes of this
        Clause (1) a diminution will be deemed to have occurred if the Key
        Executive does not maintain the same or greater status, position,
        duties, and responsibilities with the parent corporation of the control
        group of which NNS becomes a member as a result of the transaction
        constituting a Change in Control;

     (2)reduce the Key Executive's current annual cash compensation from NNS
        Companies below the sum of (a) the Key Executive's annual base salary or
        annual base compensation from NNS Companies in effect immediately prior
        to the Change in Control and (b) the Key Executive's average annual
        award under the Newport News Shipbuilding Inc. and Tenneco Inc.
        Executive Incentive Compensation Plans for the three calendar year
        periods completed immediately prior to the Change in Control;

     (3)cause a material reduction in (a) the level of aggregate NNS
        Companies-paid medical benefit, life insurance and disability plan
        coverages; or (b) the aggregate rate of NNS Companies-paid
        thrift/savings plan contributions and of NNS Companies-paid defined
        benefit retirement plan benefit accrual, from those coverages and rates
        in effect immediately prior to the Change in Control; or

     (4)effectively require the Key Executive to relocate because of transfer of
        the Key Executive's place of employment with NNS Companies.

A Constructive Termination will also be deemed to have occurred if any successor
of NNS fails to assume, in writing, all Company obligations under this Plan.
Further, a determination that a Key Executive has been constructively terminated
for purposes of benefits eligibility under this Plan shall be based solely on
the foregoing criteria, and the Key Executive's eligibility or application for,
or receipt of, any retirement benefit from the Company following separation from
service shall have no bearing on this determination.

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      C."Discharge for Cause" shall be deemed to have occurred only if,
        following the Change in Control, a Key Executive is discharged by NNS
        Companies from employment or as a non-employee officer because:

     (1)the Key Executive has engaged in dishonesty or other serious misconduct
        in his or her capacity as an employee or non-employee officer of NNS
        Companies, in either case having the effect of materially injuring the
        reputation or business of NNS Companies, monetarily or otherwise; or

     (2)the Key Executive has willfully and continually failed (unless due to
        incapacity resulting from physical or mental illness) to perform either
        his or her duties as a non-employee officer or the duties of his or her
        employment by NNS Companies after written demand for substantial
        performance is delivered to the Key Executive by NNS Companies
        specifically identifying the manner in which the Key Executive has not
        substantially performed such duties.

        Notwithstanding the foregoing, a Key Executive who, immediately prior to
        the Change in Control, is a member of Executive Group 1 shall not be
        deemed to have been Discharged for Cause unless a written notice has
        been delivered to the Key Executive stating that either the NNS
        Companies have terminated the Key Executive's employment or status as a
        non-employee officer, which notice shall include a resolution, adopted
        by at least a three-quarter's vote of the Incumbent Board (after the Key
        Executive has been provided with reasonable notice and an opportunity,
        together with counsel, for a hearing before the entire Incumbent Board),
        finding that the Key Executive has engaged in the conduct set forth in
        clauses (1) or (2) of the preceding sentence.

      D."Executive Group I" shall consist of each individual who, immediately
        prior to a Change in Control, is an officer of NNS of the rank of Senior
        Vice President or above, or who occupies the position of Vice President
        & General Counsel; Vice President, Human Resources; Vice President &
        General Manager, Aircraft Carrier Program; or Vice President and General
        Manager, Submarine Program.

      E."Executive Group II" shall consist of each individual

     (1)who is not a member of Executive Group I; and

     (2)is an officer of NNS of the rank of Vice  President or above,  or who is
        specifically named herein:  Daniel L. Arczynski  (Director for Strategic
        Planning & Business  Development);  Donald L.  Check  (Director,  Trades
        Management); Stephen C. Hassell (Chief Information Officer); and Dale R.
        Wyatt (Treasurer).

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      F.[RESERVED]

      G."Incumbent Board" means

     (1)the members of the NNS Board on the date immediately following the date
        on which NNS stock is issued to the shareholders of Tenneco Inc., to the
        extent that they continue to serve as members of the NNS Board; and

     (2)any individual who becomes a member of the NNS Board after the date
        specified in (1) if his or her election or nomination for election as a
        director is approved by a vote of at least three-quarters of the then
        Incumbent Board.

      H."Internal Revenue Code" means the Internal Revenue Code of 1986, as
        amended.

      I."Key Executive" means an individual who, immediately prior to the Change
        in Control, is a member of Executive Group I or Executive Group II.

      J."Plan" means the Newport News Shipbuilding Inc. Change in Control
        Severance Benefit Plan for Key Executives, as amended and restated
        effective March 23, 1999.

      K."NNS" means Newport News Shipbuilding Inc.

      L."NNS Board" means the Board of Directors of NNS.

      M."NNS Company" means NNS and any stock corporation of which a majority of
        the voting common or capital stock is owned directly or indirectly by
        NNS.

        For purposes of the foregoing definitions, the terms "person" and
        "beneficial owner" shall have the meaning set forth in Sections 3(a) and
        13(d) of the Securities Exchange Act of 1934, as amended, and the
        regulations promulgated thereunder.

      2.Plan Purpose. The purpose of the Plan is to induce Key Executives to
enter into, or continue their services or employment with, and to steadfastly
serve NNS Companies if and when a Change in Control is threatened, despite
attendant career uncertainties, by committing NNS to provide severance benefits
in the event their employment with NNS Companies terminates as a result of a
Change in Control.

      3.Effective  Date.  The Plan, as amended and restated,  is effective as of
March 23, 1999.

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      4. Eligibility for Benefits. (i) If within three years after a Change in
Control, a Key Executive is separated from service as an employee with NNS
Companies because (a) the Key Executive is discharged by the NNS Companies,
provided, such discharge is not Discharge for Cause, or (b) because of
Constructive Termination, and (ii) throughout the period beginning with the
Change in Control and ending with such separation from service with NNS
Companies, the Key Executive remains an employee of NNS Companies, then the Key
Executive shall be paid the following severance benefits:

      A.If the Key Executive is a member of the Executive Group I immediately
        prior to the Change in Control -- an amount equal to 3 times the sum of
        (a) the Key Executive's annual base salary or other annual base
        compensation in effect immediately prior to the Change in Control, plus
        (b) the greater of (i) the average of the Key Executive's annual awards
        under the Newport News Shipbuilding Inc. Annual Incentive Plan and
        Tenneco Inc. Executive Incentive Compensation Plans, together with any
        special awards from NNS Companies or Tenneco Companies, for the last
        three years of the Key Executive's employment, or (ii) the Key
        Executive's targeted annual award in effect immediately prior to the
        Change in Control.

      B.If the Key Executive is a member of Executive Group II immediately prior
        to the Change in Control -- an amount equal to 2 times the sum of (a)
        the Key Executive's annual base salary in effect immediately prior to
        the Change in Control, plus (b) the greater of (i) the average of the
        Key Executive's annual awards under the Newport News Shipbuilding Inc.
        Annual Incentive Plan and Tenneco Inc. Executive Incentive Compensation
        Plans, together with any special awards from NNS Companies or Tenneco
        Companies, for the last three years of the Key Executive's employment
        with NNS Companies, or (ii) the Key Executive's targeted annual award in
        effect immediately prior to the Change in Control.

      C.The Key Executive and his or her eligible dependents, if any, will
        receive continued medical, dental, vision, group life insurance, and
        long-term disability coverage, on the same terms as available to active,
        salaried employees of the NNS Companies, according to the following
        schedule: Executive Group I three (3) years from date of termination;
        Executive Group II - two (2) years from date of termination.

      D.A Key Executive who is a participant in the Newport News Shipbuilding
        Inc. Supplemental Executive Retirement Plan ("SERP") will have his
        Accrued Benefit under the SERP calculated by adding three years to both
        his Years of Service and Years of Participation, and five years to his
        Age at End of Year, as defined under the SERP. Further, all
        non-qualified pension payments to the Key Executive may, at the election
        of the Key Executive, be paid in a lump sum, payable within 30 days
        following the later of the Key Executive's separation from service or
        submission of a claim as required by Section 14 of the Plan.

<PAGE>

      E.Any Key Executive who has deferred compensation under the Newport News
        Shipbuilding Inc. Deferred Compensation Plan will receive that portion
        of the Key Executive's Company Match Account that would be subject to
        forfeiture under the Deferred Compensation Plan upon termination of
        employment. The Key Executive's claim to other rights and benefits under
        the Deferred Compensation Plan is otherwise unaffected by this Plan.

      F.During the first thirty days following the first anniversary of a Change
        in Control, a member of the Executive Group I may voluntarily elect to
        separate from service and will be provided with the severance benefits
        described in A, C, D, and E, above.

      G.The foregoing constitute minimum severance benefit amounts and, if a Key
        Executive receives other cash severance benefits from NNS Companies, the
        amount of severance benefit to which the Key Executive is entitled under
        the Plan shall be considered to be satisfied to the extent of such other
        cash severance payment.


      5. Method of Payment. NNS shall pay, or cause to be paid, the severance
benefits under the Plan to the Key Executive in a single cash sum within 30 days
following the later of the Key Executive's separation from service as an
employee with NNS Companies and submission of a claim as required by Section 14
of the Plan. Except for withholdings required by law to satisfy local, state,
and federal tax withholding requirements, no offset nor any other reduction
shall be taken in paying such a benefit.

      6. Gross-Up Payment. If any portion of the severance payments described
herein, and/or other payments, shall be subject to the tax imposed by Section
4999 of the Internal Revenue Code ("Excise Tax") on account of any transaction
which is a Change in Control, (the portion of such payments which are subject to
the Excise Tax being referred to herein as the "Payments") NNS shall pay to the
affected Key Executive, not later than the 30th day following the date the Key
Executive becomes subject to the Excise Tax an additional amount (the "Gross-Up
Payment"), such that the net amount retained by the Key Executive after
deduction of the Excise Tax on such Payments, and all federal, state and local
income and employment tax, interest and penalties and Excise Tax on the Gross-Up
Payment, shall be equal to the amount which would have been retained by the Key
Executive had the payments not been subject to the Excise Tax.

<PAGE>

      7. Assignment. No Key Executive may assign, transfer, convey, mortgage,
hypothecate, or any way encumber any severance benefit payable under the Plan,
nor shall the Key Executive have any right to receive any severance benefit
under the Plan except at the time, in the amount and in the manner provided in
the Plan.

The Plan may and shall be assigned or transferred to, and shall be binding upon
and shall inure to the benefit of, any successor of NNS. Except for Section
1B(1), any such successor shall be deemed substituted for all purposes of "NNS"
under the provisions of the Plan. As used in the preceding sentence, the term
"successor" shall mean any person, firm, corporation, or business entity which
at any time, whether by merger, purchase or otherwise, acquires all of, or a
controlling interest in, the capital stock or other ownership interest, assets,
or business of NNS. Notwithstanding such assignment, NNS shall remain, with such
successor, jointly and severally liable for all obligations under the Plan,
which, except as herein provided, may not be assigned by NNS.

      8. Plan Amendment and Termination. Except as provided below, the
Compensation and Benefits Committee of the Board of Directors shall have the
authority to terminate or amend the Plan at any time. During the following
periods, the Plan may not be terminated and may not be amended if the effect of
such amendment, with respect to any Key Executive covered under the Plan, is to
reduce the benefits payable or that may be payable under the Plan or changes the
Plan's terms regarding eligibility for benefits: (a) for a period of three years
and thirty-one days immediately following a Change in Control; or (b) during any
period when the Board of Directors has knowledge of any proposal, offer, or
other action, which, if consummated, could constitute a Change in Control, with
such period to continue until the proposal, offer, or other action is formally
withdrawn or, in the opinion of the Board, such proposal, offer, or other action
has been abandoned or terminated.

      9. Funding. NNS shall pay, or cause to be paid, any severance benefit
under the Plan out of general assets of NNS Companies.

      10. Controlling Law. The Plan shall be interpreted under the laws of the
Commonwealth of Virginia, except to the extent that federal law preempts.

      11. Named Fiduciary and Plan Administrator. The Company is the Plan
Administrator, and it shall have the authority to control and manage the
operation of this Plan with the authority to interpret the Plan. The Plan
Administrator shall make all reports and disclosures required by law.

<PAGE>

      12. Plan Sponsor. The Plan sponsor is Newport News Shipbuilding Inc., 4101
Washington Avenue, Newport News, VA 23607.

      13. Agent for Service of Process. Legal process may be served on the Plan
Administrator.

      14. Making a Claim.

      A.Submission of a Claim. In order to claim a severance benefit under this
        Plan, a Key Executive need only advise the Plan Administrator in writing
        that the Key Executive's employment with NNS Companies has terminated,
        that the Key Executive claims a severance benefit under the Plan and of
        the mailing address to which the severance benefit or related
        correspondence is to be sent.

      B.Denial of a Claim. If a Key Executive has made a claim for benefits
        under this Plan and any portion of the claim is denied, the Plan
        Administrator will furnish the Key Executive with a written notice
        stating the specific reasons for the denial, specific reference to
        pertinent Plan provisions upon which the denial was based, a description
        of any additional information or material necessary to perfect the claim
        and an explanation of why such information or material is necessary, and
        appropriate information concerning steps to take if the Key Executive
        wishes to submit the claim for review.

        The claim will be deemed denied if the Plan Administrator does not
        approve the claim and fails to notify the Key Executive within 90 days
        after receipt of the claim, plus any extension of time for processing
        the claim, not to exceed 90 additional days, as special circumstances
        require. To obtain an extension, the Plan Administrator must advise the
        Key Executive in writing during the initial 90 days if an extension is
        necessary, stating the special circumstances requiring the extension and
        the date by which the Key Executive can expect the Plan Administrator's
        decision regarding the claim.

      C.Review Procedure. Within 60 days after the date of written notice
        denying any benefits, the Key Executive or the Key Executive's
        authorized representative may write to the Plan Administrator requesting
        a review of that decision.

        The request for review may contain such issues and comments as the Key
        Executive wishes considered in the review. The Key Executive may also
        review pertinent documents in the Plan Administrator's possession. The
        Plan Administrator will make a final determination with respect to the
        claim as soon as practicable. The Plan Administrator will advise the Key
        Executive of the determination in writing and will set forth the
        specific reasons for the determination and the specific references to
        any pertinent Plan provisions upon which the determination is based.

<PAGE>

        The claim will be deemed denied on review if the Plan Administrator
        fails to give the Key Executive written notice of final determination
        within 60 days after receipt of the request for review, plus any
        extension of time for completing the review, not to exceed 60 additional
        days, as special circumstances require. To obtain an extension, the Plan
        Administrator must advise the Key Executive in writing during the
        initial 60 days if any extension is necessary, stating the special
        circumstances requiring the extension and the date by which the Key
        Executive can expect the Plan Administrator's decision regarding the
        review of the claim.

      D.Payments from Trust. All or part of the benefits payable under the Plan
        may be paid from the trust established under the Trust Agreement for
        Newport News Shipbuilding Inc. Benefits Protection Plans. To the extent
        a Key Executive receives benefits from the trust, the Company's
        obligation under the Plan will be satisfied.

      15. Legal Fees and Costs. In the event a Key Executive initiates legal
action to enforce his or her right to any benefit under this Plan, the Company
shall pay as incurred all reasonable legal fees and costs incurred by the Key
Executive in connection with such legal action.

      16. Severability. If for any reason any provision or provisions of the
Plan are determined invalid or unenforceable, the validity and effect of the
other provisions of the Plan shall not be affected thereby. If for any reason
any provision or provisions of any amendment to the Plan are determined invalid
and unenforceable, the validity and effect of the other provisions of the Plan,
including those provisions in effect immediately prior to adoption of the
amendment, shall not be affected thereby.


<PAGE>


      IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
Newport News Shipbuilding Inc. Change in Control Severance Benefit Plan for Key
Executives, as amended and restated, Newport News Shipbuilding Inc., a Delaware
Corporation, as plan sponsor, has caused its corporate seal to be affixed hereto
and these presents to be duly executed in its name and behalf by its proper
officers thereunto duly authorized, this _____ day of March, 1999.



(CORPORATE SEAL)                    NEWPORT NEWS SHIPBUILDING INC.


                                    By: ________________________________
                                                Senior Vice President


ATTEST:


------------------------
          Secretary