EXHIBIT 10.12
THIRD AMENDMENT TO
THE TRUST AGREEMENT FOR
NEWPORT NEWS SHIPBUILDING INC.
BENEFITS PROTECTION PLANS
WHEREAS, under Section 14 of the Trust Agreement for Newport News
Shipbuilding Inc. Benefits Protection Plans (the "Trust Agreement"), Newport
News Shipbuilding Inc. (the "Company") has reserved the right to amend or
terminate the Trust prior to a Change in Control; and
WHEREAS, a Change in Control has not yet occurred.
The parties do hereby amend the Trust Agreement, effective as of the date
hereof, as follows:
FIRST: Section 15(b) is amended by deleting clause (vi) thereof in its
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entirety and inserting a new clause (vi) thereof 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."
SECOND: The effective date of the amendments to Section 1(g) and Section 5
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of the Trust Agreement, as set forth in the Second Amendment to the Trust
Agreement, shall be accelerated to be the date hereof.
Full Force and Effect. Except as expressly amended hereby, the Trust
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Agreement 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
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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 has been executed on behalf of Newport
News Shipbuilding Inc. and Wachovia Bank, N.A. by their appropriate officers as
of the dates indicated below.
NEWPORT NEWS SHIPBUILDING INC.
Date:____________ By:_______________________
Vice President, General Counsel &
Secretary
ATTEST:
By:_________________________
Title:
WACHOVIA BANK, N.A., solely in its capacity
as Trustee under the Agreement referenced
herein
Date:____________ By: _______________________
Title:
ATTEST:
By:_________________________
Title:
