EXHIBIT 10.31

                         NEWPORT NEWS SHIPBUILDING INC.
                       RETIREMENT BENEFIT RESTORATION PLAN


                                    Article I
                             ESTABLISHMENT & PURPOSE

1.1  Establishment. Effective as of January 1, 1998, Newport News Shipbuilding
     Inc. has adopted this retirement benefit restoration plan known as the
     Newport News Shipbuilding Inc. Retirement Benefit Restoration 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 retirement income and
     supplemental death benefits for eligible Participants to supplement the
     benefits provided under the Newport News Shipbuilding Inc. Retirement Plan
     as in effect on 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 (a) minus (b) minus (c) below (but not
     less than zero) where

     (a) means the vested benefit that would have been payable to the
         Participant under the Qualified Plan calculated as if Years of
         Participation under the Qualified Plan also include "years of
         participation" used to calculate the Participant's benefit under the
         Tenneco Inc. Retirement Plan and calculated without applying Sections
         415(b)(1)(A), 415(e), and 401(a)(17) of the Code, as adjusted by the
         Secretary of the Treasury for any plan year, or the successor of such
         Sections. The benefit described in this subsection (a) shall be
         expressed as a Life Annuity commencing at the Participant's Normal
         Retirement Date.

     (b) means the sum of: (i) the vested benefit payable to the Participant
         under the Qualified Plan (including any annuity purchased for him under
         the provisions of the Qualified Plan); plus (ii) the vested benefit
         that would be payable to the Participant under the Tenneco Inc.
         Retirement Plan if the Participant commenced receiving his benefit on
         the Participant's Normal Retirement Date.

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         The benefit described in subsection (b)(i) shall be expressed as a Life
         Annuity commencing on the Participant's Normal Retirement Date. The
         benefit described in subsection (b)(ii) shall be the benefit that would
         actually be payable under the Tenneco Inc. Retirement Plan if the
         Participant commenced such benefits on his Normal Retirement Date in
         the form of a Life Annuity using the appropriate interest rates and
         mortality tables specified in the plan.

     (c) means the vested Tenneco Restoration Benefit. The "Tenneco Restoration
         Benefit" shall mean the benefit payable under the Tenneco Inc.
         Supplemental Executive Retirement Plan determined as of December 31,
         1996, but not more than (i) the vested benefit payable to the
         Participant under the Tenneco Inc. Retirement Plan calculated without
         applying Sections 415(b)(1)(A), 415(e), and 401(a)(17) of the Code less
         (ii) the vested benefit payable to the Participant under the Tenneco
         Inc. Retirement Plan. The amounts under subsection (c)(i) and (c)(ii)
         shall likewise be determined as of December 31, 1996.

         The benefit described in subsection (c)(i) shall be expressed as an
         actuarially equivalent Life Annuity commencing on the Participant's
         Normal Retirement Date. The benefit described in subsection (c)(ii)
         shall be the benefit that would actually be payable under the Tenneco
         Inc. Retirement Plan if the Participant commenced such benefits on his
         Normal Retirement Date in the form of an actuarially equivalent Life
         Annuity. In both instances, actuarial equivalence shall be determined
         using the appropriate interest rates and mortality tables specified in
         the appropriate plan.

2.2  "Actuarial Equivalent" shall mean a benefit which is of equal value at the
     date of determination to the benefit for which it is to be substituted.
     Actuarial Equivalence shall be based on the interest and mortality tables
     used to determine actuarial equivalence 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.

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

2.7  "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
           fifteen  percent  (15%) 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  before  the  acquisition  occurs.   Notwithstanding  the
           foregoing,  a Change in 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 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
           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

     (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;

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

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     For purposes of this Section, "Incumbent Board" shall mean the members of
     the Board on the date immediately following the date on which the Company
     stock was 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.

2.8  "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.

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

2.10 "Company" shall mean Newport News Shipbuilding Inc.

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

2.12 "Early Retirement Date" shall mean the date as of which the Participant
     commences an Early Retirement Benefit pursuant to Section 3.2 of the
     Qualified Plan.

2.13 "Effective Date" shall mean January 1, 1998.

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

2.15 "Hour of Service" shall have the same meaning as set forth in Article I of
     the Qualified Plan.

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

2.17 "Normal Retirement Date" shall have the same meaning as set forth in
     Article I of the Qualified Plan.

2.18 "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.

2.19 "Plan"  shall  mean the  Newport  News Shipbuilding Inc. Retirement Benefit
     Restoration Plan.

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2.20 "Plan Year" shall mean the calendar year.

2.21 "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.

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

2.23 "Retirement" shall mean termination of employment with all Employers at a
     time when the Participant is eligible for an Early or Normal Retirement
     Benefit.

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

2.25 "Retirement Date" shall mean the Participant's Early or  Normal  Retirement
     Date.

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

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

2.28 "Years of Participation" shall have the same meaning as set forth in
     Article I of the Qualified Plan.

2.29 "Years of Service" shall have the same meaning as set forth in Article I of
     the Qualified Plan.




<PAGE>



                                   Article III
                               PLAN PARTICIPATION

3.1  Eligibility to Participate in the Plan. Each participant in the Qualified
     Plan who satisfies both (a) and (b) below is eligible to participate in the
     Plan.

     (a) The employee's accrued benefit under the Qualified Plan is reduced as a
         result of the application of Section 415(b)(1)(A), 415(e), or
         401(a)(17) of the Code.

     (b) The employee is one of a select group of management or highly
         compensated employees as per ERISA sections 201, 301, and 401.

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.  Should a Participant  cease to be an employee,  but later become
     re-employed  by an Employer,  he shall again become a  Participant  when he
     satisfies the requirements of Section 3.1.

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  terminated  retroactive  to the date on
     which his benefit under the Qualified Plan was first reduced as a result of
     the application of Section 415(b)(1)(A), 415(e), or 401(a)(17) of the Code.
     Such employee shall forfeit any Accrued Benefit, regardless of whether such
     benefit  is  otherwise  vested  and 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 termination of employment on or
         after his Normal Retirement Date and commencing on such termination of
         employment. If the Participant remains employed after his Normal
         Retirement Date, the Accrued Benefit under Section 2.1 shall be
         calculated by substituting the Participant's date of termination of
         employment for his Normal Retirement Date.

<PAGE>

     (b) Early Retirement Benefit shall be equal to the Participant's Accrued
         Benefit, reduced for early commencement using the actuarial reduction
         factors set forth below, determined at the Participant's Early
         Retirement Date and commencing on such date:

         (1)  at age 60 (or thereafter up to age 62), a .25% reduction for each
              month early retirement precedes age 62; and

         (2)  at age 55 (or thereafter up to age 60), a .5% additional reduction
              for each month early retirement precedes age 60.

4.2  Termination  of  Service.  A  Participant  shall be  entitled  to a monthly
     retirement  benefit if he  terminates  before he is  eligible  to receive a
     Retirement   Benefit,   provided  that  a  Participant  meets  the  vesting
     requirements of Article V. The Participant's  benefit on his termination of
     employment  shall  be the  Participant's  Accrued  Benefit  at the  date of
     termination  of  employment,   commencing  on  the   Participant's   Normal
     Retirement  Date.  However,  if a Participant who has completed 10 Years of
     Service and whose  employment  terminated  before age 55 elects to commence
     his benefit under the Qualified  Plan on a date on or after his or her 55th
     birthday,  the Participant's  vested benefit under this Plan shall likewise
     commence on that date, but shall be reduced to the Actuarial  Equivalent of
     the benefit that would have commenced on his Normal Retirement Date.

4.3  Form of Retirement Benefit. Except as provided in the last paragraph of
     this Section the Participant's benefit under this Plan shall be paid in the
     same form as the Participant's benefit under the Qualified Plan. Benefits
     under this section shall be the Actuarial Equivalent of the Benefit payable
     in the form of a Life Annuity.

     Notwithstanding the above, a Participant who separates from service or
     retires with a vested Accrued Benefit shall be paid the Actuarial
     Equivalent of such benefit in a single sum as soon as practicable after his
     retirement or termination of employment if such Actuarial Equivalent does
     not exceed ten thousand dollars ($10,000). If the Participant subsequently
     resumes participation in the Plan, such Participant's benefit at his later
     date of termination shall be reduced by his prior Accrued Benefit
     determined as of the date of his previous retirement or termination.

4.4  Death Benefit. If death occurs before the Participant's Annuity Starting
     Date, a monthly benefit for life shall be payable to the Surviving Spouse
     of the Participant. The amount of such benefit shall be equal to (a) minus
     (b) minus (c) below (but not less than zero) where

     (a) means the death benefit that would have been payable to the Surviving
         Spouse under the Qualified Plan calculated as if Years of Participation
         under the Qualified Plan also include "years of participation" used to
         calculate the Participant's benefit under the Tenneco Inc. Retirement
         Plan and calculated without applying Sections 415(b)(1)(A), 415(e) and
         401(a)(17) of the Code, as adjusted by the Secretary of the Treasury
         for any plan year, or the successor of such Section. The benefit
         described in this subsection (a) shall be expressed as a Life Annuity
         commencing on the date the death benefit under the Qualified Plan
         commences.

<PAGE>


     (b) means the sum of: (i) the vested death benefit payable to the Surviving
         Spouse under the Qualified Plan (including any annuity purchased under
         the provisions of the Qualified Plan); plus (ii) the vested death
         benefit that would be payable to the Surviving Spouse under the Tenneco
         Inc. Retirement Plan if the Surviving Spouse commenced such benefit on
         the date the death benefit under the Qualified Plan commences.

         The benefit described in subsection (b)(i) shall be expressed as a Life
         Annuity commencing on the date the death benefit under the Qualified
         Plan commences. The benefit described in subsection (b)(ii) shall be
         the death benefit that would actually be payable under the Tenneco Inc.
         Retirement Plan if the Surviving Spouse commenced such benefit on the
         date the death benefit under the Qualified Plan commences in the form
         of a Life Annuity using the appropriate interest rates and mortality
         tables specified in the plan.

     (c) means the vested Tenneco Restoration Death Benefit. The "Tenneco
         Restoration Death Benefit" shall mean the death benefit payable under
         the Tenneco Inc. Supplemental Executive Retirement Plan determined as
         of December 31, 1996, but not more than (i) the vested death benefit
         payable to the Surviving Spouse under the Tenneco Inc. Retirement Plan
         calculated without applying Sections 415(b)(1)(A), 415(e), and
         401(a)(17) of the Code less (ii) the vested death benefit payable to
         the Surviving Spouse under the Tenneco Inc. Retirement Plan. The
         amounts under subsection (c)(i) and (c)(ii) shall likewise be
         determined as of December 31, 1996.

         The death benefit described in subsection (c)(i) shall be expressed as
         an actuarially equivalent Life Annuity commencing on the date the death
         benefit under the Qualified Plan commences. The death benefit described
         in subsection (c)(ii) shall be the death benefit that would actually be
         payable under the Tenneco Inc. Retirement Plan if the Surviving Spouse
         commenced such benefit on the date the death benefit under the
         Qualified Plan commences in the form of an actuarially equivalent Life
         Annuity. In both instances, actuarial equivalence shall be determined
         using the appropriate interest rates and mortality tables specified in
         the appropriate plan.

     Notwithstanding the above, a Surviving Spouse shall be paid the Actuarial
     Equivalent of such benefit in a single sum as soon as practicable after the
     Participant's death if such Actuarial Equivalent does not exceed ten
     thousand dollars ($10,000).

     If death occurs on or after the Participant's Annuity Starting Date, the
     only Death Benefit payable is the survivor benefit payable in accordance
     with the form of payment applicable to the Participant's Retirement Benefit
     in accordance with Section 4.3.

<PAGE>

4.5  Time of Payment. Except as provided in Section 4.3, payment of a
     Participant's benefit under this Article shall commence on the day the
     death benefit under the Qualified Plan commences.

4.6  Suspension  of Benefits.  In the event that benefit  payments are suspended
     under Section 2.3 of the Qualified Plan,  benefit  payments under this Plan
     shall likewise be suspended.  Upon the Participant's  subsequent Retirement
     or other termination of employment, the Participant's Accrued Benefit under
     Section 2.1 shall be  recalculated  based on the terms of this Plan and the
     Qualified  Plan  at  the  time  of  such  subsequent  Retirement  or  other
     termination of employment  without reduction for any amounts received prior
     to  reemployment.  The  Accrued  Benefit  under  Section  2.1 shall then be
     reduced by the  Actuarial  Equivalent  of any benefits paid under this Plan
     prior to reemployment.

     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
                                     VESTING

5.1  Vesting.  Except as provided in Section  3.3, a  Participant  shall be 100%
     vested in his Accrued Benefit after  completion of five Years of Service or
     on the  occurrence  of a Change in Control.  Provided,  however,  that if a
     Participant's  employment with an Employer is terminated for Cause prior to
     Retirement   the   Participant's   Accrued   Benefit  shall  be  forfeited.
     Termination  for Cause shall mean  termination  on account of dishonesty or
     any act or  conduct  on the part of the  Participant  which  is  materially
     injurious to the business or reputation of any Employer.


                                   Article VI
                               PLAN ADMINISTRATION

6.1  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.

<PAGE>

                                   Article VII
                            AMENDMENT AND TERMINATION

7.1  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 vested
     Retirement  Benefit which has accrued  prior to the effective  date of such
     amendment  or  termination  and  which  would  have  been  payable  if  the
     Participant's  employment  with the Employer had  terminated for any reason
     (other than for Cause as specified in Section 5.1) on such  effective  date
     or any Death Benefit which would have been payable if the  Participant  had
     died on such effective date. Actions permitted by this Section may be taken
     by any officer of the Company who has been duly authorized by the Committee
     to perform acts of such kind.


                                  Article VIII
                               GENERAL PROVISIONS

8.1   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.

8.2  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  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 Employer be required
     to comply with the terms of such order in connection with this Plan.

<PAGE>

8.3  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  discharge  any  Participant  or  employee at any time
     regardless  of the  effect  which  such  discharge  shall  have  upon  such
     individual as a Participant in the Plan.

8.4  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.

8.5  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.

8.6  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:

<PAGE>

     (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.

8.7  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:

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

8.8  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.

<PAGE>

8.9  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.

8.10 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.

8.11 Adoption of Plan. Any subsidiary, affiliate company, or other entity that
     satisfies the requirements of Section 2.14 of this Plan, may adopt this
     Plan for all or a portion of its employees, provided that the Board of
     Directors of the Company 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 ________________________, 19__.


ATTEST (SEAL):                      NEWPORT NEWS SHIPBUILDING INC.


_____________________________       By__________________________________