Exhibit 10.16




                         NEWPORT NEWS SHIPBUILDING INC.


                           DEFERRED COMPENSATION PLAN


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                               TABLE OF CONTENTS

                                                                     Page

Article I         Establishment and Purpose                             1

Article II        Definitions                                           1

Article III       Eligibility                                           4

Article IV        Accounts                                              5

Article V         Contributions                                         6

Article VI        Vesting                                               8

Article VII       Payment of Benefits                                   8

Article VIII      Sources of Benefits                                  10

Article IX        Plan Administrator                                   10

Article X         Nonalienation of Benefits                            10

Article XI        Amendment and Termination                            11

Article XII       General Provisions                                   11


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                         NEWPORT NEWS SHIPBUILDING INC.

                           DEFERRED COMPENSATION PLAN

                                   ARTICLE I

                           Establishment and Purpose

1.01     Establishment.  Effective as of January 1, 1997, Newport News
         Shipbuilding Inc. (hereinafter referred to as the "Company") hereby
         adopts this deferred compensation plan to be known as the "Newport News
         Shipbuilding Deferred Compensation Plan" (the "Plan").

1.02     Purpose.  The Plan is intended to provide for elective deferred
         compensation for certain individuals who are key employees of the
         Company.

                                   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.

2.01     "Account" means a Participant's Deferred Compensation Account and his
         Company Match Account, according to the context in which the terms are
         used.

2.02     "Annual Earnings" means a Participant's annual base salary including
         any salary which the Participant elects to defer as a contribution
         under any program qualified under Sections 401(k) and 125 of the Code
         and/or any other program of nonqualified deferred compensation which
         may be sponsored by the Company from time to time.

2.03     "Beneficiary" means a person or entity designated by a Participant in
         accordance with Section 12.06.

2.04     "Board" means the Board of Directors of Newport News Shipbuilding Inc.

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2.05     "Annual Bonus" means any award that becomes payable to a Participant by
         reason of the Company's annual incentive plan.

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

         (i)      Any person and any of their affiliates or associates becomes
                  the beneficial owner, directly or indirectly, of securities
                  representing twenty-five percent (25%) or more of the combined
                  voting power of the Company's then outstanding securities
                  having general voting rights, and a majority of the Incumbent
                  Board does not approve the acquisition (other than in response
                  to a Threatened Change in Control under circumstances making
                  it reasonably apparent that a change in control of the Company
                  has become inevitable) before the acquisition occurs,
                  notwithstanding the foregoing, a Change in Control shall not
                  be deemed to occur pursuant to this clause (i) solely because
                  twenty-five percent (25%) or more of the combined voting power
                  of the Company's then outstanding securities having general
                  voting rights is acquired by one or more employee benefit
                  plans maintained by the Company or one or more companies, the
                  majority of whose voting common or capital stock is owned
                  directly or indirectly by the Company.

         (ii)     Members of the Incumbent Board cease to constitute a majority
                  of the Board; or

         (iii)    The consummation of any plan of merger, consolidation or
                  combination between the Company and any person including
                  becoming a subsidiary of any other person without members of
                  the Incumbent Board, as continued 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

         (iv)     The consummation of any sale, exchange or other disposition of
                  all or substantially all of the Company's assets without
                  members of the Incumbent Board immediately prior to any sale,
                  exchange or disposition of all or substantially all of the
                  Company's 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

         (v)      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 Board, without
                  the approval of the Incumbent Board and such members are
                  comprised of persons not serving as members of the Board
                  immediately prior to the formation of such group or the first
                  solicitation of proxies by such shareholder;

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         provided however that the Incumbent Board may determine that any
         transaction is not a Change in Control.

         For purposes of this Section, "Incumbent Board" shall mean the members
         of the Board on the the date immediately following the date on which
         the Company stock is issued to the shareholders of Tenneco, Inc., to
         the extent they continue to serve as members of the Board; and any
         individual who becomes a member of the Board after the date specified
         in the preceding clause, provided his or her election to the Board is
         approved by a vote of at least three-quarters of the members of the
         then serving Incumbent Board.

         For purposes of this Section, 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.

2.07     "Code" means the Internal Revenue Code of 1986, as amended from time to
         time.

2.08     "Company Match Account" means the Account established for each
         Participant to which the amounts described in Section 5.03 and the
         earnings thereon are credited.

2.09     "Deferred Compensation Account" means the account established for each
         Participant to which the amounts described in Sections 5.01 and 5.02
         and the earnings thereon are credited.

2.10     "Disability" shall mean permanent and total disability, within the
         meaning of Code Section 22(e)(3), as determined by the Committee, or
         its delegee, in the exercise of good faith and reasonable judgment,
         upon receipt of and in reliance on sufficient competent medical advice
         from one or more individuals, selected by the Committee, who are
         qualified to give professional medical advice.

2.11     "Participant" means any individual who becomes eligible to participate
         in the Plan pursuant to Article III.

2.12     "Plan Administrator" means the person or persons designated to oversee
         the operation and administration of the Plan pursuant to Article IX.

2.13     "Plan Year" means the 12-month period beginning each January 1 and
         ending on the following December 31.

2.14     "Quarterly Valuation Date" means March 31, June 30, September 30, and
         December 31 of each calendar year.

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

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2.16     "Threatened Change in Control" shall mean each of the following events
         (but no event other than the following events), except as otherwise
         provided below:

         (i)      Any person and any of their affiliates or associates, without
                  the prior approval of a majority of the Incumbent Board (a)
                  becomes the beneficial owner, directly or indirectly, of
                  securities of the Company representing fifteen percent (15%)
                  or more of the combined voting power of the Company's then
                  outstanding securities having general voting rights, or (b)
                  initiates a tender offer to acquire (as the beneficial owner)
                  securities of the Company representing fifteen percent (15%)
                  or more of the combined voting power of the Company's then
                  outstanding securities having general voting rights.
                  Notwithstanding the foregoing, a Threatened Change in the
                  Control shall not be deemed to occur pursuant to this clause
                  (i) solely because fifteen percent (15%) or more of the
                  combined voting power of the Company's then outstanding
                  securities having general voting rights is acquired by one or
                  more employee benefit plans maintained by the Company; or

         (ii)     Three or more directors, whose election or nomination for
                  election is not approved by a majority of the Incumbent Board,
                  are elected within any single twelve-month period to serve on
                  the Board; or

         (iii)    The Incumbent Board has determined that a Threatened Change in
         Control exists;

         provided however the Incumbent Board may determine that any transaction
         is not a Threatened Change in Control.

         For purposes of this Section, the terms "beneficial owner," "Incumbent
         Board," and "person" shall have the meanings assigned to them in
         Section 2.06.

                                  ARTICLE III

                                  Eligibility

3.01     Eligibility to Participate. Each individual who participates in the
         Newport News Shipbuilding Inc. Executive Compensation Plan in Executive
         Levels E3 and above shall be eligible to participate in this Plan.

3.02     Participation.  A Participant shall remain a Participant so long as he
         is entitled to receive benefits under the Plan.

3.03     Select Group of Employees. The Plan is intended to qualify as a plan
         maintained by the Company primarily to provide deferred compensation
         for a select group of management or highly compensated employees. If
         the Company determines based on subsequent authority, or if an agency
         or court of competent jurisdiction determines that the Plan benefits

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         any person other than a member of the select group of management or
         highly compensated employees, the participation of each employee who is
         determined not to be included in such group shall be terminated
         immediately and such employee shall cease to accrue any benefit under
         the Plan. Provided that in the case of a determination by an agency or
         court, the employee's participation shall terminate only after the
         period for appeal of such determination has elapsed. As soon as
         practicable after such determination, each such Participant shall
         receive a single lump sum distribution equal to the amount then
         credited to his Accounts and he shall cease to be a Participant in this
         Plan.

                                   ARTICLE IV

                                    Accounts

4.01     Establishment of Accounts. The Plan Administrator, or his delegee,
         shall establish a Deferred Compensation Account and a Company Match
         Account for each Participant to which the amounts described in Sections
         5.01, 5.02, and 5.03 and the earnings thereon, if any, will be
         credited. The Plan Administrator, or his delegee, may establish
         subaccounts for Participants, as he deems appropriate.

4.02     Account Earnings.  Earnings will be credited to a Participant's
         Accounts as of each Valuation Date on the basis of his hypothetical
         investment elections under Section 4.03.

4.03     Hypothetical Investment Elections. Once each calendar quarter, a
         Participant may direct the hypothetical investment of his Deferred
         Compensation Account and so much of the Match Account attributable to
         amounts described in Section 5.03(a). The hypothetical investment
         alternatives available, and any administrative restrictions on his
         ability to make such elections, shall be established by the Plan
         Administrator, or his designee, and communicated to Participants and
         eligible individuals. Company Match amounts credited under Section 5.03
         shall be credited with earnings in accordance with the Newport News
         Shipbuilding Inc. stock index Hypothetical Investment.

4.04     Hypothetical Investment Alternatives.  The investment alternatives used
         in determining account earnings are:

         (i)      The prime rate of interest reported monthly by the Chase
                  Manhattan Bank,

         (ii)     Newport News Shipbuilding Inc. Stock Index (stock equivalent
                  unit account) based on the performance of the Company's common
                  stock (including dividend reinvestment),

         (iii)    Barclay's Bond Index, and

         (iv)     Barclay's Equity Index.

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         The Participant may select more than one investment alternative in
         increments of at least twenty-five percent (25%).

         The Company reserves the right to change or amend the hypothetical
         investment alternatives offered under this Plan at any time.

4.05     Participant Reports.  The Plan Administrator shall provide a statement
         to the Participant periodically concerning the Participant's account
         status.

                                   ARTICLE V

                                 Contributions

5.01     Annual Earnings Deferrals. During the 30-day period following the
         adoption of this Plan, each Participant who elects to defer a portion
         of his Annual Earnings for 1997 must make a written election to reduce
         his or her Earnings by a percentage thereof or by a flat dollar amount,
         and to have such amounts contributed to his deferred Compensation
         Account. Thereafter, prior to each October 1 (or in the case of a new
         employee or an employee who has first become eligible for this Plan
         through promotion, within thirty (30) days after his first day of
         employment, or first day of eligibility, as applicable), each
         Participant who elects to defer a portion of his Annual Earnings must
         make a written election to reduce his Annual Earnings, for the
         succeeding calendar year (or in the case of a new employee or an
         employee who has first become eligible for the Plan through promotion,
         the remainder of the calendar year in which the employee is hired or
         promoted, as applicable) by a percentage thereof or by a flat dollar
         amount and to have such amounts contributed to his Deferred
         Compensation Account.

         Such election shall be made on a form provided by the Plan
         Administrator, or his delegee, and must be returned to the Plan
         Administrator or his delegee prior to October 1 or the expiration of
         the thirty-day period, as the case may be. Such election form shall
         state the percentage or amount by which the Participant desires to
         reduce his Annual Earnings. If the amount of the reduction is expressed
         as a percentage of compensation, such percentage must be in whole
         numbers and increments of five percent (5%), not less than five percent
         (5%), and not more than twenty-five percent (25%). If the amount of the
         reduction is expressed as a flat dollar amount, such amount must be at
         least $1,000 and an even multiple of one thousand dollars ($1000) and
         may not exceed twenty-five percent (25%) of the Participant's Annual
         Earnings for the calendar year. Such amounts shall be withheld ratably
         from the Participant's Annual Earnings throughout the calendar year.

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5.02     Annual Incentive Deferrals. Prior to each October 1 (or in the case of
         a new employee hired on or after October 1 and prior to December 31,
         within thirty (30) days after his first day of employment), each
         Participant must make a written election to reduce any Annual Bonus for
         such calendar year by a percentage thereof or by a flat dollar amount
         and to have such amounts contributed to his Deferred Compensation
         Account.

         Such election shall be made on a form provided by the Plan
         Administrator, and must be returned to the Plan Administrator prior to
         the applicable October 1 or the expiration of the thirty-day period, as
         the case may be. Such election form shall state the percentage or
         amount by which the Participant desires to reduce his Annual Bonus. If
         the amount of the reduction is expressed as a percentage such
         percentage must be in whole numbers in increments of ten percent (10%),
         not less than ten percent (10%), and not more than one hundred percent
         (100%). If the amount of the reduction is expressed as a flat dollar
         amount, such amount must be at least $1,000 and an even multiple of one
         thousand dollars ($1000) and may not exceed the Participant's Annual
         Bonus for the calendar year. Such amounts shall be withheld from the
         Participant's Bonus.

5.03     Company Match.

         (a)      401(k) Restoration Match

                  The Company shall credit to a Participant's Company Match
                  Account an amount equal to 50% of the Participant's Annual
                  Earnings Deferrals but not greater than (i) the maximum
                  permitted to be contributed to the Company's 401(k) plan as a
                  matching contribution determined before applying the
                  limitations on matching contributions and deferrals imposed by
                  the Internal Revenue code minus (ii) the amount contributed to
                  the 401(k) plan as a company match, expressed as a percentage
                  of the Participant's Compensation.

         (b)      Annual Deferral Match

                  In order to encourage stock ownership among Plan Participants
                  the Company shall credit to a Participant's Company Match
                  Account an amount equal to thirty percent (30%) of the
                  Participant's Annual Incentive Deferrals for which the
                  Participant elects the Newport News Shipbuilding Inc. Stock
                  Index as the Hypothetical Investment Alternative, and provided
                  that the Participant elects a deferral period of at least
                  three (3) years under Section 5.05 with respect to the
                  deferral.

5.04     Approval Required for Certain Deferrals. An election to defer income
         into or to transfer previous deferrals into or out of a "Newport News
         Shipbuilding Inc. Stock Index Account," as specified in Section 4.04,
         shall not be effective with respect to a Participant who is subject to
         the reporting and short swing profits liability provisions of Section
         16 of the Securities Exchange Act of 1934, as amended, until such
         election and transactions contemplated thereby have been specifically

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         approved by the Compensation and Benefits Committee.

5.05     Deferral Period. Coincident with each election to contribute, a
         Participant shall elect a deferral period applicable to Annual Earnings
         Deferrals, Annual Incentive Deferrals and any related Company Match.
         The deferral period shall be at least two years and shall not continue
         beyond the last day of the calendar year in which the Participant
         attains age sixty-five (65).

5.06     Nature of the Company's Obligation. The Company's obligation under this
         Plan shall be limited to an unfunded and unsecured promise to pay. The
         Company may establish a Rabbi Trust to hold assets in connection with
         this Plan. However, except as provided in the event of a Change in
         Control or Threatened Change of Control, the Company shall not be
         obligated to make contributions to the Rabbi Trust or otherwise fund
         its financial obligations under the Plan.

         In the event that a Rabbi Trust has been established, upon a Change in
         Control or Threatened Change in Control, the Company shall, immediately
         following the Change in Control or Threatened Change in Control, as
         defined herein, make an irrevocable contribution to the Rabbi Trust in
         an amount that is sufficient to pay each Plan Participant or
         Beneficiary the benefits to which Plan Participants or their
         Beneficiaries would be entitled pursuant to the terms of the Plan as of
         the date on which the Change in Control or Threatened Change in Control
         occurred.

                                   ARTICLE VI

                                    Vesting

6.01     Vesting. The amount credited to a Participant's Deferred Compensation
         Accounts and so much of the Company Match Account as is attributable to
         contributions made pursuant to Section 5.03(a) shall be at all times
         and in all events one hundred percent (100%) vested and nonforfeitable.
         Unless otherwise authorized by the Plan Administrator or his delegee,
         the amounts credited to a Participant's Company Match Account
         attributable to contributions made pursuant to Section 5.03(b) shall be
         forfeited upon retirement, termination of employment or death prior to
         the end of the Deferral Period elected pursuant to Section 5.05 with
         respect to such amounts.

                                  ARTICLE VII

                              Payment of Benefits

7.01     Participant Elections. Distributions under this Plan may be made in a
         single lump sum or in approximately equal annual installments over a
         period not to exceed ten (10) years. Participants shall elect the form
         of benefit payment with respect to a Plan distribution no less than one

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         (1) year prior to the date of such distribution. Payment shall be made
         from the Participant's Accounts based on the amount credited to such
         Accounts as of the Quarterly Valuation Date immediately preceding or
         coincident with the dates of distribution.

7.02     Death. The Beneficiary of a Participant who dies shall receive the
         amount credited to the Participant's Accounts as of the Quarterly
         Valuation Date immediately following or coincident with the death.
         Payment shall be made in a single lump sum within 60 days after such
         Valuation Date.

7.03     Disability. Notwithstanding the elections made under Sections 5.05 and
         7.01, distribution of a Participant's Accounts shall commence within 60
         days of the Quarterly Valuation Date immediately following the date a
         Participant is determined to be disabled in accordance with Section
         2.10. Such distributions will be made in a single lump sum.

7.04     Hardship. Notwithstanding the election made under Section 7.01, a
         Participant may request, in writing, to withdraw a lump sum amount from
         his Deferred Compensation Account in the event of a hardship. The
         determination that a hardship exists shall be made by the Plan
         Administrator. For this purpose, hardship shall mean a severe financial
         hardship of the Participant resulting from:

         (i)      A sudden and unexpected illness or accident of the Participant
                  or of a dependent of the Participant;

         (ii)     The loss of the Participant's property due to casualty; or

         (iii)    Other similar extraordinary and unforeseeable circumstances
                  arising as a result of events beyond the control of the
                  Participant.

         Notwithstanding the above, a hardship distribution shall not be granted
         to a Participant to the extent that such hardship is or may be relieved
         through reimbursement or compensation by insurance or otherwise, or by
         liquidation of the Participant's assets, to the extent such liquidation
         of assets would not itself cause severe financial hardship.

         The amount of any hardship distribution will be limited to an amount
         reasonably necessary to satisfy the financial need.

7.05     Termination of Employment. Notwithstanding the elections made under
         Sections 5.05 and 7.01, in the event a Participant terminates
         employment with the Company for reasons other than Death, Disability,
         or Retirement, distribution of such Participant's Accounts shall
         commence within 60 days of the Quarterly Valuation Date immediately
         following his termination of employment with the Company. Such
         distributions will be made in a single lump sum.

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7.06     Form of Payment. All vested benefits under the Plan shall be paid in
         cash and, to the extent required by law, shall be subject to
         withholding of Federal, state and local taxes. Payment shall be made as
         soon as practicable after the end of the deferral period or, if
         earlier, the date specified in Section 7.02, 7.03, 7.04 or 7.05, as
         applicable.

                                  ARTICLE VIII

                               Source of Benefits

8.01     Benefits under this Plan shall be paid solely from the general assets
         of the Company. The rights of a Participant and his or her spouse or
         Beneficiary with respect to benefits under this Plan are the same of
         those of an unsecured creditor of the Company, and neither the
         Participant nor his or her spouse or Beneficiary shall have a secured
         interest in any assets that may be designated by the Company to pay
         such benefits. Notwithstanding the foregoing, the Company may establish
         a Rabbi Trust so that in the event of a Change in Control or Threatened
         Change in Control, the Company shall fund all 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.

                                   ARTICLE IX

                               Plan Administrator

9.01     The Plan Administrator shall be the Compensation and Benefits Committee
         ( the "Committee") of the Board. The Committee shall act by a majority
         of its members and such action may be taken either by vote at a meeting
         or in writing without a meeting. The Plan Administrator may appoint one
         or more delegate(s) to discharge any or all of his responsibilities
         hereunder. The Plan Administrator and his delegate(s) shall have all of
         the discretionary authority, rights and duties which are necessary or
         appropriate for proper administration of the Plan. The decisions of the
         Plan Administrator, or his delegate(s), including but not limited to
         interpretations and determinations of amounts due under this Plan,
         shall be final and binding on all parties.

                                   ARTICLE X

                           Nonalienation of Benefits

10.01    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

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         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 Company may cancel and
         refuse to pay any portion of a benefit which 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 Company be
         required to comply with the terms of such order in connection with this
         Plan.

                                   ARTICLE XI

                           Amendment and Termination

11.01    The Board reserves the right to amend, alter or discontinue this Plan
         at any time, including the right to terminate this Plan and distribute
         any and all benefits payable hereunder. Such action may be taken by any
         officer of the Company who has been duly authorized by the Board to
         perform acts of such kind. However, no such amendment shall deprive any
         Participant or Beneficiary of any portion of any benefit which would
         have been payable had the Participant's employment with the Company
         terminated on the adoption date of such amendment or termination.

                                  ARTICLE XII

                               General Provisions

12.01    Facility of Payment. When a person entitled to a distribution under
         this Plan is under a legal disability, or, in the opinion of the Plan
         Administrator, is in any way incapacitated so as to be unable to manage
         his financial affairs, the Plan Administrator may direct that the
         distribution to which such person otherwise would be entitled shall be
         made to such person's legal representative(s) for such person's
         benefit, or the Plan Administrator may direct the application of such
         distribution for the benefit of such person in such manner as the Plan
         Administrator considers advisable. Any payment made in good faith in
         accordance with provisions of this Section 12.1 shall be a complete
         discharge of any liability for the making of such payment under the
         provisions of this Plan.

12.02    Plan Not a Contract of Employment. This Plan does not constitute a
         contract of employment, and participation in the Plan will not give any
         Participant the right to be retained in the employment of the Company
         or its affiliates.

12.03    Successors. The provisions of this Plan shall be binding upon the
         Company and its successors and assigns and upon every Participant and
         his heirs, Beneficiaries, estates and legal representatives.

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12.04    Required Notification to Plan Administrator. Each Participant entitled
         to benefits hereunder shall inform the Plan Administrator or his
         delegee in writing of any change in address. Any check representing
         payment hereunder and any communication addressed to a Participant or a
         former Participant 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 Company, shall be binding on
         such person for all purposes of the Plan, and neither the Plan
         Administrator nor the Company or other payer 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 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:

         (i)      All unmailed and future payments from the Plan shall be
                  henceforth withheld until he provides the Plan Administrator
                  or his delegee with evidence of his continued life and his
                  proper mailing address; and

         (ii)     A right to any payments from the Plan whatsoever shall, at the
                  option of the Plan Administrator, be canceled forever, if, at
                  the expiration of five (5) years from the date of such
                  mailing, the Participant shall not have provided the Plan
                  Administrator with evidence of his continued life and his
                  proper mailing address.

12.05    Required Information to Plan Administrator. Each Participant will
         furnish to the Plan Administrator or his delegee such information as
         the Plan Administrator considers necessary or desirable for purposes of
         administering the Plan, and 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. 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 or his delegee, 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
                             4101 Washington Avenue
                          Newport News, Virginia 23607

12.06    Designation of a Beneficiary. In the event of the Participant's death,
         the beneficiary(ies) to receive any payment under the Plan shall be the
         same beneficiary(ies) designated by the Participant to receive proceeds
         from the Company-provided life insurance policy held by the Participant
         under the Company's benefits program.

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<PAGE>

         Participants desiring to designate a different beneficiary(ies) under
         the Plan must notify the Plan Administrator or his delegee in writing
         at the address indicated in Section 12.05. The Plan Administrator shall
         have no duty to notify any person designated as a Beneficiary of any
         change in any such designation which might affect such person's present
         or future rights hereunder. If the designated Beneficiary does not
         survive the Participant, all amounts which would have been paid to such
         deceased Beneficiary shall be paid to the Participant's estate. Any
         payment under this Plan which may be made to a Beneficiary after the
         death of a Participant shall be made only to the person(s) or trust(s)
         designated pursuant to this section by the Participant.

12.07    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 ninety (90) days of the date the claim for
         benefits is received. Any disagreements about such interpretations and
         construction may be appealed within sixty (60) days to the Plan
         Administrator. The Plan Administrator shall respond to such appeal
         within sixty (60) days, with a notice in writing fully disclosing his
         decision and the reasons therefor. The Plan Administrator shall not be
         liable to any person for any action taken hereunder. The Plan
         Administrator's decisions and all interpretations and constructions of
         the Plan by the Plan Administrator shall be conclusive, and final and
         binding upon the Claimant.

12.08    Controlling State Law.  To the extent not superseded by the laws of the
         United States, the laws of the Commonwealth of Virginia shall be
         controlling in all matters relating to this Plan.

12.09    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.

IN WITNESS WHEREOF, Newport News Shipbuilding Inc. has adopted the foregoing
instrument effective as of January 1, 1997.

                                      NEWPORT NEWS SHIPBUILDING INC.

                                      By:_____________________________________

ATTEST:
___________________________________

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