Exhibit 10.17



                         NEWPORT NEWS SHIPBUILDING INC.
                          CHANGE IN CONTROL SEVERANCE

                        BENEFIT PLAN FOR KEY EXECUTIVES

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 of representing twenty-five percent (25%) 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 (other than in response to a Threatened
                        Change in Control under circumstances making it
                        reasonably apparent that a change in control of NNS 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 (25%) 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

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                  (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

                  (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;

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

     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, by action or inaction,
         and without the Key Executive's express written consent:

                 (1)    diminish the Key Executive's status, position, duties or
                        responsibilities with NNS Companies from those in effect
                        immediately prior to the 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

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                        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.

         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 having the
                        effect of 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 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.

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         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.

         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.

         K.      "NNS" means Newport News Shipbuilding

         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.

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

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                 (1)    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 NNS
                        representing fifteen percent (15%) or more of the
                        combined voting power of NNS' then outstanding
                        securities having general voting rights, or (b)
                        initiates a tender offer to acquire (as the beneficial
                        owner) securities of NNS representing fifteen percent
                        (15%) or more of the combined voting power of NNS' 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 NNS' then
                        outstanding securities having general voting rights is
                        acquired by one or more employee benefit plans
                        maintained by a NNS Inc. or

                 (2)    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 NNS Board; or

                 (3)    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.

         O.      "Threatened Change in Control Period" shall mean the period
                 beginning on the date a Threatened Change in Control occurs and
                 ending on the earliest of

                 (1)    if the Threatened Change in Control was caused by an
                        event described in clause (i) of the definition of
                        "Threatened Change on Control", on the date first
                        subsequent to the date on which the person referred to
                        therein does not own securities of NNS representing
                        fifteen percent (15%) or more of the combined voting
                        power of NNS' then outstanding securities having general
                        voting rights, or terminates the tender offer instituted
                        by him as the case may be; or

                 (2)    if the Threatened Change in Control was caused by an
                        event described in clause (ii) of the definition of
                        "Threatened Change in Control", on the date first
                        subsequent to the date on which each member of the NNS
                        Board shall be either a member of the Incumbent Board or

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                        an individual whose election or nomination for election
                        as a director was approved by a majority of the
                        Incumbent Board.

                 (3)    if the Threatened Change in Control shall be deemed to
                        have occurred by reason of the determination described
                        in clause (iii) of the definition of "Threatened Change
                        in Control", on the date the Incumbent Board has
                        determined that the circumstances which constituted the
                        Threatened Change in Control no longer exists; or

                 (4)    the date the Change in Control occurs.

         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 date immediately following the date on which NNS
         stock is distributed to shareholders of Tenneco Inc.

     4.  Eligibility for Benefits. (i) If within two 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 benefit:

         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 average of the Key
                 Executive's annual awards under the Newport News Shipbuilding
                 Inc. 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.

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         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 average of the Key Executive's annual awards under
                 the Newport News Shipbuilding Inc. 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.

         C.      [RESERVED]

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

         E.      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
        benefit 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 either an employee with NNS Companies and submission of a
        claim as required by Section 13 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 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 tax, interest and
        penalties and Excise Tax on the Gross-Up Payment, shall be equal to the
        amount which would

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        have been retained by the Key Executive Individual had the payments not
        been subject to the Excise Tax.

     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,
        and 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, or essentially all, of the 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.  The Plan may be terminated or amended
        at any time by the Board of Directors except during a Threatened Change
        in Control Period. However, in the event of a Change in Control, no
        amendment, or termination, made on or after the date of the Change in
        Control shall apply to any Key Executive until the expiration of two
        years and thirty-one days from the date of the Change in Control.

     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
         State of Virginia, except to the extent that the 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.

     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.

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     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 as 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.

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                        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.

         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, Newport News Shipbuilding Inc., a Delaware Corporation, as plan
sponsor, has caused it 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 _______________, 1997.

(CORPORATE SEAL)                         NEWPORT NEWS SHIPBUILDING INC.

                                         By: ________________________________
                                                   Senior Vice President

ATTEST:

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

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

The Newport News Shipbuilding Inc. Change in Control Severance Benefit Plan for
Key Executives is hereby amended as follows effective ______________, 1997.

1.  Section 1.D is amended to read as follows:

         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; or Vice President, Marketing.

2.  Section 1.E is amended to read as follows:

         E.       "Executive  Group II" shall  consist of each  individual  who,
                  immediately  prior to a Change in Control,

                  (1)      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 in Appendix
                           A to this Amendment.

3.  Section 4.A is amended to read as follows:

         A.       If the Key Executive is a member of 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 average of the
                  Key Executive's targeted bonus awards or actual bonus awards
                  under the Newport News Shipbuilding Inc. and/or Tenneco Inc.
                  Executive Incentive Compensation Plans, whichever average is
                  higher, together with any special awards from NNS Companies or
                  Tenneco Companies, for the last three years of the Key
                  Executive's employment with those Companies.

         B.       If the Key Executive is a member of Executive Group II
                  immediately prior to the

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                  Change in Control -- an amount equal to 2 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 average of the Key Executive's targeted
                  bonus awards or actual bonus awards under the Newport News
                  Shipbuilding Inc. and/or Tenneco Inc. Executive Incentive
                  Compensation Plans, whichever average is higher, together with
                  any special awards from NNS Companies or Tenneco Companies,
                  for the last three years of the Key Executive's employment
                  with those Companies.

         IN WITNESS WHEREOF, this amendment is hereby adopted this _____ day of
___________, 1997.

Corporate Seal                                   Newport News Shipbuilding Inc.

                                                 By:________________________

ATTEST:_____________________