Third Amendment to Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan

Summary

This amendment updates the Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan by revising the definition of "Change in Control." Specifically, it clarifies when a person or group acquires 40% or more of the company's voting securities, with certain exceptions for company affiliates, benefit plans, or a specific trust. All other terms of the plan remain unchanged. The amendment is governed by Virginia law and is executed by company representatives.

EX-10.8 9 dex108.txt THIRD AMENDMENT TO RETIREMENT BENEFIT PLAN EXHIBIT 10.8 THIRD AMENDMENT TO NEWPORT NEWS SHIPBUILDING INC. RETIREMENT BENEFIT RESTORATION PLAN The Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan (the "Plan") is hereby amended, effective as of the date hereof, as follows: 1. Section 2.7 (the definition of "Change in Control") is amended by deleting clause (vi) thereof in its entirety and inserting a new clause (vi) to read as follows: "(vi) 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 Company's then outstanding securities having general voting rights; notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to this clause (vi) solely because forty percent (40%) or more of the combined voting power of the Company's then outstanding securities having general voting rights is acquired by (x) the Company or one or more companies the majority of whose voting common or capital stock is owned directly or indirectly by the Company (y) an employee benefit plan 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 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." Full Force and Effect. Except as expressly amended hereby, the Plan shall --------------------- 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: