NEWPORT NEWS SHIPBUILDING INC
SECOND AMENDMENT TO CHANGE IN CONTROL PLAN
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<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>dex105.txt
<DESCRIPTION>SECOND AMENDMENT TO CHANGE IN CONTROL PLAN
<TEXT>

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                                                                    EXHIBIT 10.5

                              SECOND 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 (As Amended and Restated Effective March 23, 1999) (the
"Plan") is hereby amended, effective as of the date hereof, as follows:


     1.   Paragraph A of Section 1 (the definition of "Change in Control") is
          amended by deleting clause (6)thereof in its entirety and inserting a
          new clause (6) thereof to read as follows:

          "(6)   any person and any of its affiliates or associates becomes the
                 beneficial owner, directly or indirectly, of securities
                 representing forty percent (40%) or more of the combined voting
                 power of the NNS' then outstanding securities having general
                 voting rights; notwithstanding the foregoing, a Change in
                 Control shall not be deemed to occur pursuant to this clause
                 (6) solely because forty percent (40%) or more of the combined
                 voting power of NNS' then outstanding securities having general
                 voting rights is acquired by (x) NNS or one or more NNS
                 Companies (y) an employee benefit plan maintained by NNS or one
                 or more NNS Companies or (z) the trustee of the Amended and
                 Restated Stock Employee Compensation Trust, dated as of August
                 1, 2000, by and between the Company and Wachovia Bank, N.A., as
                 amended."

     2.   Paragraph B of Section 1 (the definition of "Constructive
          Termination") is amended by revising the last two sentences thereof to
          read as follows:

          "Notwithstanding anything to the contrary in this Plan, in the event a
          Change in Control occurs as a result of the Consummation of the Offer
          (as defined in the Agreement and Plan of Merger among General Dynamics
          Corporation, Grail Acquisition
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          Corporation and Newport News Shipbuilding Inc., dated as of April 24,
          2001 (the "GD Merger Agreement"), no Constructive Termination under
          clause (1) above shall be deemed to have occurred prior to the
          Effective Time (as defined in the GD Merger Agreement) so long as
          General Dynamics Corporation or the Company has not taken or caused to
          be taken any affirmative action to diminish the Key Executive's
          status, position, duties or responsibilities from those in effect
          immediately prior to the Change in Control. From and after the
          Effective Time, the immediately preceding sentence shall cease to
          apply and shall not in any manner limit the right of a Key Executive
          to claim, upon or following the Effective Time, that a Constructive
          Termination has occurred under the terms of clause (1) above."


     Full Force and Effect.  Except as expressly amended hereby, the Plan shall
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continue in full force and effect in accordance with the terms thereof on the
date hereof.

     Governing Law.  This Amendment shall be governed by and construed in
     -------------
accordance with the laws of the Commonwealth of Virginia applicable to
agreements made and entirely to be performed within such jurisdiction.



     IN WITNESS WHEREOF, this Amendment is hereby executed this _____ day of
________, 2001.


                                   NEWPORT NEWS SHIPBUILDING INC.



                                   By:_______________________
                                      Vice President, Human
                                      Resources and EH&S


ATTEST:



By:_________________________
Title:
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