AMENDMENT NUMBER ONE
TO
AVONDALE INDUSTRIES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
WHEREAS, Avondale Industries, Inc., a corporation organized
and existing under the laws of the State of Louisiana, adopted
the Avondale Industries, Inc. Employee Stock Ownership Plan (the
"Plan") effective September 1, 1985; said Plan has been amended
from time to time; said Plan was amended and restated effective
January 1, 1989 and executed December 28, 1994;
WHEREAS, Avondale Industries, Inc. reserved the right to
amend the Plan by resolution of the Board of Directors;
WHEREAS, it is desirable to amend the Plan as set forth
herein;
NOW, THEREFORE, as authorized by Section 11.1, the Plan is
hereby amended, as follows:
I.
The second sentence of the fourth paragraph of Section 10.4
is amended effective March 30, 1995 to read as follows:
Within a reasonable time before any
shareholder meeting, the Committee shall
provide the Participant with a form necessary
to indicate his vote as to any specific or
general matter to be considered by the
stockholders at such meeting.
II.
Except as herein amended, the Plan shall remain in full
force and effect.
EXECUTED in multiple originals in Avondale, Louisiana, this
5th day of April, 1995.
AVONDALE INDUSTRIES, INC
BY: /s/ Thomas. M. Kitchen
----------------------
Thomas M. Kitchen,
Secretary
ATTEST
/s/ Jackie H. Walker
--------------------
Jackie H. Walker
(Corporate Seal)
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned Notary Public, personally came
and appeared Thomas M. Kitchen, who being by me sworn did depose
and state that he signed the foregoing Amendment Number One to
the Avondale Industries, Inc. Employee Stock Ownership Plan as a
free act and deed on behalf of Avondale Industries, Inc. for the
purposes therein set forth.
/s/ Thomas M. Kitchen
---------------------
Thomas M. Kitchen
SWORN TO AND SUBSCRIBED
BEFORE ME THIS 7th DAY
OF APRIL, 1995.
/s/ A. Blomkalns
----------------
A. Blomkalns
NOTARY PUBLIC
AMENDMENT NUMBER ONE
TO
AVONDALE INDUSTRIES, INC.
EMPLOYEE STOCK OWNERSHIP TRUST AGREEMENT
WHEREAS, Avondale Industries, Inc., a corporation organized
and existing under the laws of the State of Louisiana, adopted
the Avondale Industries, Inc. Employee Stock Ownership Trust
Agreement (the "Trust") effective September 1, 1985; said Trust
has been amended from time to time; said Plan was amended and
restated effective January 1, 1994 and executed December 28,
1994;
WHEREAS, Avondale Industries, Inc. reserved the right to
amend the Trust by resolution of the Board of Directors;
WHEREAS, it is desirable to amend the Trust as herein
provided;
NOW, THEREFORE, as authorized by Section 8.1, the Trust is
hereby amended, as follows:
I.
The second sentence of Article XI, Section 9.6, is amended,
effective March 30, 1995, to read as follows:
Within a reasonable time before any
shareholder meeting, the Committee shall
provide the Participant with a form necessary
to indicate his vote as to any specific or
general matter to be considered by the
stockholders at such meeting.
II.
Except as herein amended, the Plan shall remain in full
force and effect.
EXECUTED in multiple originals in Avondale, Louisiana, this
5th day of April, 1995.
AVONDALE INDUSTRIES, INC
BY: /s/Thomas M. Kitchen
--------------------
Thomas M. Kitchen, Secretary
ATTEST
/s/Jackie H. Walker
-------------------
Jackie H. Walker
(Corporate Seal)
ADMINISTRATIVE COMMITTEE OF TRUSTEES OF THE AVONDALE
THE AVONDALE INDUSTRIES, INC. INDUSTRIES, INC. EMPLOYEE
EMPLOYEE STOCK OWNERSHIP PLAN STOCK OWNERSHIP PLAN TRUST
/s/Blanche S. Barlotta /s/Blanche S. Barlotta
---------------------- ----------------------
Blanche S. Barlotta, Member Blanche S. Barlotta, Trustee
/s/ Eugene E. Blanchard /s/ R. D. Church
----------------------- ----------------
Eugene E. Blanchard, Member R. Dean Church, Trustee
/s/ R. D. Church /s/ Rodney J. Duhon
---------------- -------------------
R. Dean Church, Member Rodney J. Duhon, Trustee
/s/ Rodney J. Duhon
-------------------
Rodney J. Duhon, Jr., Member
/s/ Ernest F. Griffin, Jr.
--------------------------
Ernest F. Griffin, Jr., Member
Sworn to and subscribed before me,
Notary Public, on this 5th day of
April, 1995.
/s/ A. Blomkalns
----------------
A. Blomkalns
NOTARY PUBLIC