AMENDMENT NO. 1 TO THE
AMENDMENT AND RESTATEMENT OF THE
AVONDALE INDUSTRIES, INC.
STOCK APPRECIATION PLAN
WHEREAS, the Board of Directors has authorized the amendment
of the Avondale Industries, Inc. Stock Appreciation Plan (the
"Plan") to reflect that the duties of the Compensation Committee
and the Stock Awards Committee have been combined and that the
Compensation Committee will administer the Plan.
NOW THEREFORE, Section 3. of the Plan entitled
"Administration of the Plan" is hereby amended to read in its
entirety as follows:
3. Administration of the Plan. The Plan shall
be administered by the Compensation Committee (the
"Committee"). Subject to the provisions of the Plan,
the Committee shall have the authority to:
(a) determine and designate from time to
time those employees of the Corporation or of any
Subsidiary to whom options are to be granted and
the number of shares to be optioned to each such
employee; provided, however that no option shall
be granted after the expiration of the period of
ten years from the effective date of the plan
specified in Section 7;
(b) authorize the granting of options which
qualify as incentive stock options within the
meaning of Section 422A of the Code ("Incentive
Stock Options"), and options which do not qualify
as Incentive Stock Options, both of which are
referred to herein as options;
(c) determine the number of shares subject
to each option;
(d) determine the time or times and the
manner in which each option shall be exercisable
and the duration of the exercise period, which
period, in the case of an Incentive Stock Option,
shall in no event exceed ten years (or five years
as specified in Section 4(1) hereof) from the date
the option is granted;
(e) extend the term of any option (including
extension by reason of any optionee's death,
permanent disability or retirement) but, in the
case of an Incentive Stock Option, not beyond ten
years (or five years as specified in Section 4(1)
hereof) from the date of the grant; and
(f) cancel all or any portion of any option
upon the optionee's exercise of any stock
appreciation rights provided pursuant to Section
4(k).
No director of the Corporation who is not also an
employee of the Corporation or of a Subsidiary shall be
entitled to receive any option under the Plan.
The Committee may interpret the Plan, prescribe,
amend and rescind any rules and regulations necessary
or appropriate for the administration of the Plan, and
make such other determinations and take such other
action as it deems necessary or advisable. Without
limiting the generality of the foregoing sentence, the
Committee may, in its discretion, treat all or any
portion of any period during which an optionee is on
military service or on an approved leave of absence
from the Corporation or a Subsidiary as a period of
employment of such optionee by the Corporation or such
Subsidiary, as the case may be, for purposes of accrual
of his rights under his option. Any interpretation,
determination or other action made or taken by the
Committee shall be final, binding and conclusive.
Adopted by the Board of Directors on December 5, 1994.
AVONDALE INDUSTRIES, INC.
By:\s\ Thomas M. Kitchen
Thomas M. Kitchen
Vice President & Chief
Financial Officer
Dated: December 28, 1994.
COR\24668.1