AMENDMENT NUMBER ONE
TO
AVONDALE INDUSTRIES, INC.
PENSION PLAN
WHEREAS, Avondale Industries, Inc., a corporation organized
and existing under the laws of the State of Louisiana, adopted
the Avondale Industries, Inc. Pension 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 to bring the Plan
current with the law pursuant to a request for a favorable
determination letter;
NOW, THEREFORE, as authorized by Section 11.1, the Plan is
hereby amended, effective January 1, 1989, unless stated
otherwise, as follows:
I.
The third paragraph of Article I, Section 1.10 Compensation,
is amended and restated to read as follows:
For years beginning prior to December 31,
1993, a Participant's annual Compensation
taken into account under the Plan for any
Plan Year shall not exceed $200,000, as
adjusted from time to time in accordance with
Section 401(a)(17) of the Code. For years
beginning on or after January 1, 1994, a
Participant's annual Compensation taken into
account under the Plan for any Plan Year
shall not exceed $150,000, as adjusted from
time to time in accordance with Section
401(a)(17) of the Code. Except for the
purpose of determining compensation below the
Plan's integration level of $6,600, if
applicable, the annual Compensation limit
will be allocated among the members of a
family unit. For this purpose, a family unit
is a Participant who is a member of the
family of a 5% owner or a Highly Compensated
Employee (as defined in Section 414(q) of the
Code) in the group consisting of the 10
Highly Compensated Employees paid the
greatest compensation during the year, such
Participant's spouse and any lineal
descendants of such Participant who have not
attained age 19 before the close of the year.
If as a result of the application of these
rules the adjusted $150,000 (prior to
December 31, 1993, $200,000) limit is
exceeded then the limit will be prorated
among the affected individuals determined
under this section before this limit is
applied.
II.
Article IV, Section 4.6(a)(iii), is amended and restated to
read as follows:
(iii)In the case where a benefit commences
prior to the Participant's Social Security
Retirement Age and on or after age 62, the
limitation under (ii) shall be reduced by
5/9ths of one percent for each of the first
thirty-six (36) months and 5/12ths of one
percent for each of the additional months (up
to 24 months) by which the benefit commences
before the month of the Participant's Social
Security Retirement Age. If the benefit
commences before the Participant's 62nd
birthday, the limitation described in (ii)
shall be the Actuarial Equivalent of the
limitation for benefits commencing at age 62.
III.
Article IV is amended to add a new subparagraph 4.6(a)(vii)
to read as follows:
(vii)Notwithstanding the foregoing, the
benefit payable to a Participant shall not be
considered to exceed the limitation under
(ii) if the Participant's Accrued Benefit as
of December 31, 1986, exceeds that dollar
limitation, but was not in violation of the
requirements of Code Section 415 for 1986 and
prior years.
IV.
The last sentence of Article V, Section 5.1, is amended to
read as follows:
Notwithstanding the foregoing, no benefit
shall be payable under this Section 5.1 if
the Participant is not married on the date
his distribution of benefits commences, or
the Participant has not been legally married
throughout the one-year period ending on the
earlier or (i) the date as of which
distribution of his benefit commences or
(ii) the date of the Participant's death.
V.
Article VI, Section 6.1.a. is amended by deleting the phrase
"a 50% Joint and Survivor Spouse Annuity" and adding in lieu
thereof the following:
"an immediate 50% Joint and Survivor Spouse
annuity"
VI.
Article VI, Section 6.5.b. is amended to add the following
sentence at the end of the first paragraph:
The payments under a 50% Joint and Survivor
Spouse Annuity, will commence effective
immediately upon election by the Participant.
EXECUTED in multiple originals in Avondale, Louisiana, this
16th day of June, 1995.
AVONDALE INDUSTRIES, INC
BY: \s\ Thomas M. Kitchen
Thomas M. Kitchen,
Secretary
\s\ Jackie H. Walker
ATTEST
(Corporate Seal)
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF JEFFERSON
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. Pension 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 16 DAY
OF June, 1995.
\s\ A. Blomkalns
NOTARY PUBLIC