AVONDALE INDUSTRIES, INC.
EXECUTIVE RETIREMENT TRUST
March 1996
TAX\31022.3
AVONDALE INDUSTRIES, INC.
EXECUTIVE RETIREMENT TRUST
TABLE OF CONTENTS
SECTION 1: ESTABLISHMENT OF TRUST...........................1
SECTION 2: PAYMENTS TO PLAN PARTICIPANTS AND THEIR
BENEFICIARIES...............................2
SECTION 3: TRUSTEE RESPONSIBILITY REGARDING PAYMENTS
TO TRUST BENEFICIARY WHEN COMPANY
IS INSOLVENT................................3
SECTION 4: PAYMENTS TO COMPANY..............................4
SECTION 5: INVESTMENT AUTHORITY.............................4
SECTION 6: DISPOSITION OF INCOME............................4
SECTION 7: ACCOUNTING BY TRUSTEE............................4
SECTION 8: RESPONSIBILITY OF TRUSTEE........................5
SECTION 9: COMPENSATION AND EXPENSES OF TRUSTEE.............6
SECTION 10:RESIGNATION AND REMOVAL OF TRUSTEE...................6
SECTION 11:APPOINTMENT OF SUCCESSOR.............................7
SECTION 12:AMENDMENT OR TERMINATION.............................7
SECTION 13:CHANGE IN CONTROL....................................7
SECTION 14:MISCELLANEOUS........................................8
SECTION 15:ACCEPTANCE BY TRUSTEE................................9
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AVONDALE INDUSTRIES, INC.
EXECUTIVE RETIREMENT TRUST
Avondale Industries, Inc. (the "Company"), acting through
its undersigned authorized officer and by authority of its Board
of Directors, hereby adopts that certain trust known as the
Avondale Industries, Inc. Executive Retirement Trust (the
"Trust").
WHEREAS, Company has adopted the following non-qualified
deferred compensation plans for the benefit of its employees:
the Avondale Industries, Inc. Restated Supplemental Pension Plan
(the "Supplemental Plan") and the Avondale Industries, Inc.
Executive Excess Retirement Plan (the "Excess Plan", collectively
with the Supplemental Plan, the "Plans").
WHEREAS, the Company has incurred or expects to incur
liability under the terms of such Plans with respect to the
individuals participating in such Plans;
WHEREAS, the Company wishes to establish a trust and to
contribute to the Trust assets that shall be held therein,
subject to the claims of Company's creditors in the event of
Company's Insolvency, as herein defined, until paid to Plan
participants and their beneficiaries in such manner and at such
times as specified in the Plans;
WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect the
status of the Plans as unfunded plans maintained for the purpose
of providing deferred compensation for a select group of
management or highly compensated employees for purposes of Title
I of the Employee Retirement Income Security Act of 1974;
WHEREAS, it is the intention of the Company to make
contributions to the Trust to provide itself a source of funds to
assist it in the meeting of its liabilities under the Plans;
NOW, THEREFORE, the parties do hereby establish the Trust
and agree that the Trust shall be comprised, held and disposed of
as follows:
SECTION 1. ESTABLISHMENT OF TRUST
(a) The Company may, in its discretion, make deposits with
Trustee in trust to provide for its benefit obligations under the
Plans, which shall become the principal of the Trust to be held,
administered and disposed of by Trustee as provided in this Trust
Agreement.
(b) The Trust hereby established shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of which
the Company (and any subsidiary of Company whose employees are
participants in the Plans) is the grantor, within the meaning of
subpart E, part I, subchapter J, chapter 1, subtitle A of the
Internal Revenue Code of 1986, as amended, and shall be construed
accordingly.
(d) The principal of the Trust, and any earnings thereon
shall be held separate and apart from other funds of the Company
and shall be used exclusively for the uses and purposes of Plan
participants and general creditors as herein set forth. Plan
participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Plans and this Trust
Agreement shall be mere unsecured contractual rights of Plan
participants and their beneficiaries against the Company. Any
assets held by the Trust will be subject to the claims of the
Company's general creditors under federal and state law in the
event of Insolvency, as defined in Section 3(a) herein.
(e) Company, in its sole discretion, may at any time, or
from time to time, make additional deposits of cash or other
property in trust with Trustee to augment the principal to be
held, administered and disposed of by Trustee as provided in this
Trust Agreement. Neither Trustee nor any Plan participant or
beneficiary shall have any right to compel such additional
deposits.
(f) Upon a Change of Control, Company shall, as soon as
possible, but in no event longer than 90 days following the
Change of Control, as defined herein, make an irrevocable
contribution to the Trust in an amount that is sufficient to pay
each Plan participant or beneficiary the benefits to which Plan
participants or their beneficiaries would be entitled pursuant to
the terms of the Plans as of the date on which the Change of
Control occurred.
(g) All capitalized terms not defined in this Trust
Agreement shall have the same meaning as they have under the
Plans.
(h) Any ambiguities or gaps in this Trust Agreement shall
be resolved by reference to the Plan document, but only if
consistent with the purposes set forth in this Trust.
(i) The Trustee shall account separately for monies and
other property contributed pursuant to the Supplemental Plan and
earnings thereon and for monies contributed pursuant to the
Excess Plan and earnings thereon and shall keep separate
bookkeeping accounts for that purpose, to be known as the
Supplemental Account and the Excess Account. Except as otherwise
provided herein, the Trustee may collectively invest some or all
of the funds credited to the Supplemental Account and the Excess
Account so long as separate bookkeeping records are maintained.
Only benefits under the Supplemental Plan shall be paid from the
Supplemental Account, and only benefits under the Excess Plan
shall be paid from the Excess Account.
SECTION 2.PAYMENTS TO PLAN PARTICIPANTS AND THEIR
BENEFICIARIES
(a) Company shall deliver to Trustee a schedule (the
"Payment Schedule") that indicates the amounts payable in respect
of each Plan participant (and his or her beneficiaries), that
provides a formula or other instructions acceptable to Trustee
for determining the amounts so payable, the form in which such
amount is to be paid (as provided for or available under the
Plan), and the time of commencement for payment of such amounts.
Except as otherwise provided herein, Trustee or such entity as
designated by the Company shall make payments to the Plan
participants and their beneficiaries in accordance with such
Payment Schedule. The Trustee shall make provisions for the
withholding of any federal, state or local taxes that may be
required to be withheld with respect to the payment of benefits
pursuant to the terms of the Plan and shall pay such amounts to
the Company. It being understood among the parties hereto that
(1) Company shall on a timely basis provide Trustee specific
information as to the amount of taxes to be withheld and
(2) Company shall be obligated to receive such withheld taxes
from Trustee and properly pay and report such amounts to the
appropriate taxing authorities.
(b) The entitlement of a Plan participant or his or her
beneficiaries to benefits under the Plans shall be determined by
Company or such party as it shall designate under the Plans, and
any claim for such benefits shall be considered and reviewed
under the procedures set out in the Plans.
(c) Company may make payment of benefits directly to Plan
participants or their beneficiaries as they become due under the
terms of the Plans. Company shall notify Trustee of a decision
to make payment of benefits directly prior to the time amounts
are payable to participants or their beneficiaries. In addition,
if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the
terms of the Plans, Company shall make the balance of each such
payment as it falls due. Trustee shall notify Company where
principal and earnings are not sufficient.
(d) All distributions shall be in the form of cash.
SECTION 3.TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO
TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT
(a) Trustee shall cease payment of benefits to Plan
participants and their beneficiaries if the Company (or any
subsidiary of Company whose employees are participants in the
Plans) is Insolvent. Company (or such subsidiary) shall be
considered "Insolvent" for purposes of this Trust Agreement if
(i) Company (or such subsidiary) is unable to pay its debts as
they become due, or (ii) Company (or such subsidiary) is subject
to a pending proceeding as a debtor under the United States
Bankruptcy Code.
(b) At all times during the continuance of this Trust, as
provided in Section 1(d) hereof, the principal and income of the
Trust shall be subject to claims of general creditors of Company
(or such subsidiary) under federal and state law as set forth
below.
(1) The Board of Directors and the Chief Executive
Officer of Company shall have the duty to inform Trustee in
writing of Company's (or such subsidiary's) Insolvency. If a
person claiming to be a creditor of Company (or such subsidiary)
alleges in writing to Trustee that Company (or such subsidiary)
has become Insolvent, Trustee shall determine whether Company (or
such subsidiary) is Insolvent and, pending such determination,
Trustee shall discontinue payment of benefits to Plan
participants or their beneficiaries.
(2) Unless Trustee has actual knowledge of Company's
(or such subsidiary's) Insolvency, or has received notice from
Company (or such subsidiary) or a person claiming to be a
creditor alleging that Company (or such subsidiary) is Insolvent,
Trustee shall have no duty to inquire whether Company (or such
subsidiary) is Insolvent. Trustee may in all events rely on such
evidence concerning Company's (or such subsidiary's) solvency as
may be furnished to Trustee and that provides Trustee with a
reasonable basis for making a determination concerning Company's
(or such subsidiary's) solvency.
(3) If at any time Trustee has determined that Company
(or such subsidiary) is Insolvent, Trustee shall discontinue
payments to Plan participants or their beneficiaries and shall
hold the assets of such Trust for the benefit of Company's (or
such subsidiary's) general creditors. Nothing in this Trust
Agreement shall in any way diminish any rights of Plan
participants or their beneficiaries to pursue their rights as
general creditors of Company (or such subsidiary) with respect to
benefits due under the Plans or otherwise.
(4) Trustee shall resume the payment of benefits to
Plan participants or their beneficiaries in accordance with
Section 2 of this Trust Agreement only after Trustee has
determined that Company (or such subsidiary) is not Insolvent (or
is no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee
discontinues the payment of benefits from the Trust pursuant to
Section 3(b) hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the
aggregate amount of all payments due to Plan participants or
their beneficiaries under the terms of the Plans for the period
of such discontinuance, less the aggregate amount of any payments
made to Plan participants or their beneficiaries by Company in
lieu of the payments provided for hereunder during any such
period of discontinuance.
SECTION 4. PAYMENTS TO COMPANY
Except as provided in Section 3 hereof, the Company shall
have no right or power to direct Trustee to return to the Company
or to divert to others any of the Trust assets before all payment
of benefits have been made to Plan participants and their
beneficiaries pursuant to the terms of the Plans.
SECTION 5. INVESTMENT AUTHORITY
The Trustee shall have the authority to invest funds held in
the Trust within the guidelines determined by the Plan
Administrator or in its own discretion in the absence of such
guidelines. In no event may Trustee invest in securities
(including stock or rights to acquire stock) or obligations
issued by Company, other than a de minimis amount held in common
investment vehicles in which Trustee invests. The Plan
Administrator upon notice to the Trustee, may appoint an
investment manager to direct investment of all or a portion of
trust assets. All rights associated with assets of the Trust
shall be exercised by the Trustee or the person designated by
Trustee, and shall in no event be exercisable by or vest with
Plan participants.
SECTION 6. DISPOSITION OF INCOME
During the term of this Trust, all income received by the
Trust, net of expenses and taxes, shall be accumulated and
reinvested and used to fund benefits under the Plans.
SECTION 7. ACCOUNTING BY TRUSTEE
Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions
required to be made, including such specific records as shall be
agreed upon in writing between Company and Trustee. Within 45
days following the close of each calendar year and within 45 days
after removal or resignation of Trustee, Trustee shall deliver to
the Plan Administrator a written account of its administration of
the Trust during such year or during the period from the close of
the last preceding year to the date of such removal or
resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued
interest paid or receivable being shown separately), and showing
all cash, securities and other property held in the Trust at the
end of such year or as of the date of such removal or
resignation, as the case may be. Trustee may satisfy its
obligation under this Section 7 by rendering to the Plan
Administrator monthly statements setting forth the information
required by this Section separately for the month covered by the
statement.
SECTION 8. RESPONSIBILITY OF TRUSTEE
(a) Trustee shall act with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and
with like aims, provided, however, that Trustee shall incur no
liability to any person for any action taken pursuant to a
direction, request or approval given by Company, the Plan
Administrator, or the Board of Directors, which is contemplated
by, and in conformity with, the terms of the Plan and this Trust
and is given in writing by Company. Trustee shall also incur no
liability to any person for failure to act in the absence of
direction, request or approval from Company which is contemplated
by, and in conformity with, the terms of this Trust. In the
event of a dispute between Company and a party, Trustee may apply
to a court of competent jurisdiction to resolve the dispute.
(b) Company hereby indemnifies, to extent allowed by
applicable law, Trustee and each of its affiliates (collectively,
the "Indemnified Parties") against, and shall hold them harmless
from, any and all loss, claims, liability and expense, including
reasonable attorneys' fees, imposed upon or incurred by any
Indemnified Party as a result of any acts taken, or any failure
to act, in accordance with the directions from Company or any
designee of Company, or by reason of the Indemnified Party's good
faith execution of its duties with respect to the Trust,
including, but not limited to, its holding of assets of the
Trust, Company's obligations in the foregoing regard to be
satisfied promptly by Company, provided that in the event the
loss, claim, liability or expense involved is determined by a no
longer appealable final judgment entered in a lawsuit or
proceeding to have resulted from the gross negligence or willful
misconduct of Trustee, Trustee shall promptly on request
thereafter return to Company any amount previously received by
Trustee under this Section with respect to such loss, claim,
liability or expense.
(c) Trustee may consult with legal counsel (who may also be
counsel for Company generally) with respect to any of its duties
or obligations hereunder.
(d) Trustee (after consultation with the Company) may hire
agents, accountants, actuaries, investment advisers, financial
consultants or other professionals to assist it in performing any
of its duties or obligations hereunder.
(e) Trustee shall have, without exclusion, all powers
conferred on Trustee by applicable law, unless expressly provided
otherwise herein, provided, however, that if an insurance policy
is held as an asset of the Trust, Trustee shall have no power to
name a beneficiary of the policy other than the Trust, to assign
the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to
any person the proceeds of any borrowing against such policy.
(f) All communications from the Company, Plan
Administrator, or Board of Directors shall be made in writing
signed by any member of the Plan Administrator or the Board of
Directors or a person designated by the Plan Administrator or the
Board of Directors. The Trustee shall be fully protected in
relying on any such communications, and the Trustee shall not be
required to verify the accuracy or validity of such communication
unless it has reasonable ground to doubt the authenticity of any
signature. If the Trustee does not receive instructions after a
request, the Trustee shall act or refrain from acting as it may
determine to be appropriate or necessary. The Trustee shall have
no obligation to ascertain the correctness of any information it
receives from the Company, the Plan Administrator or the Board of
Directors that any instructions it receives from any such body
are consistent with the Plan.
(g) Notwithstanding any powers granted to Trustee pursuant
to this Trust Agreement or to applicable law, Trustee shall not
have any power that could give this Trust the objective of
carrying on a business and dividing the gains therefrom, within
the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal
Revenue Code.
SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE
Trustee is authorized, unless otherwise agreed by Trustee,
to withdraw from the Trust without direction from Company the
amount of its fees in accordance with the fee schedule agreed to
by Company and Trustee. Company shall pay all administrative
expenses, but if not so paid, the expenses shall be paid from the
Trust.
SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE
(a) Trustee may resign at any time by written notice to
Company, which shall be effective 30 days after receipt of such
notice unless Company and Trustee agree otherwise.
(b) Trustee may be removed by the Board of Directors of the
Company on 30 days notice or upon shorter notice accepted by
Trustee.
(c) Upon resignation or removal of Trustee and appointment
of a successor Trustee, all assets shall subsequently be
transferred to the successor Trustee. The transfer shall be
completed within 60 days after receipt of notice of resignation,
removal or transfer, unless Company extends the time limit,
provided that Trustee is provided assurance by Company
satisfactory to Trustee that all fees and expenses reasonably
anticipated will be paid.
(d) If Trustee resigns or is removed, a successor shall be
appointed in accordance with Section 11 hereof, by the effective
date or resignation or removal under paragraph(s) (a) or (b) of
this Section. If no such appointment has been made, Trustee may
apply to a court of competent jurisdiction for appointment of a
successor or for instructions. All expenses of Trustee in
connection with the proceeding shall be allowed as administrative
expenses of the Trust.
(e) Upon settlement of the account and transfer of the
Trust assets to the successor Trustee, all rights and privileges
under this Trust Agreement shall vest in the successor Trustee
and all responsibility and liability of Trustee with respect to
the Trust and assets thereof shall terminate subject only to the
requirement that Trustee execute all necessary documents to
transfer the Trust assets to the successor Trustee.
SECTION 11. APPOINTMENT OF SUCCESSOR
(a) If Trustee resigns or is removed in accordance with
Section 10(a) or (b) hereof, Company may appoint any third party,
such as a bank trust department or other party that may be
granted corporate trustee powers under state law, as a successor
to replace Trustee upon resignation or removal. The appointment
shall be effective when accepted in writing by the new Trustee,
who shall have all of the rights and powers of the former
Trustee, including ownership rights in the Trust assets. The
former Trustee shall execute any instrument necessary or
reasonably requested by Company or the successor Trustee to
evidence the transfer.
(b) The successor Trustee need not examine the records and
act of any prior Trustee and may retain or dispose of existing
Trust assets, subject to Sections 7 and 8 hereof. The successor
Trustee shall not be responsible for and Company shall indemnify
and defend the successor Trustee from any claim or liability
resulting from any action or inaction of any prior Trustee or
from any other past event, or any condition existing at the time
it becomes successor Trustee.
SECTION 12. AMENDMENT OR TERMINATION
(a) Amendment. Except as restricted in Section 12, the
provisions of this Trust document may be amended by the Board of
Directors of the Company from time to time and at any time in
whole or in part, provided that no amendment shall operate to
deprive any participant or beneficiary of any rights or benefits
accrued to them under the Plan and Trust prior to such amendment.
(b) Termination. While it is the Company's intention to
continue the Trust in operation indefinitely, the right is
nevertheless expressly reserved by the Company, through its Board
of Directors, to terminate the Trust in whole or in part or to
discontinue contributions. Upon a termination by the Company,
the assets of the Trust shall be distributed to the Plan
participants and their beneficiaries as directed by the Plan
Administrator, provided that the provisions of Section 3 are not
applicable at that time. Any assets remaining after payment of
all Plan benefits to Plan participants and beneficiaries and
payment of all Trustee's fees and expenses shall be returned to
Company.
SECTION 13. CHANGE OF CONTROL
(a) Overriding Provisions. To the extent inconsistent with
the provisions of other paragraph of this Trust document, the
provisions of this Section 13 shall govern.
(b) Definition. For purposes of this Trust Agreement, a
"Change of Control" shall mean:
(1) the acquisition by an individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 of beneficial ownership
within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 25% of the outstanding shares of
the Company's Common Stock, $1.00 par value per share (the
"Common Stock"); provided, however, that for purposes of
this subsection (1) the following acquisitions shall not
constitute a Change of Control:
(i) any acquisition of Common Stock directly
from the Company,
(ii) any acquisition of Common Stock by the
Company,
(iii) any acquisition of Common Stock by an
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled
by the Company, or
(iv) any acquisition of Common Stock by any
corporation pursuant to a transaction that complied
with clauses (i), (ii) and (iii) of subsection (3) of
this definition; or
(2) individuals who, as of January 19, 1996 (the
"Change of Control Agreement Date"), constitute the Board of
Directors of the Company (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of
Directors; provided, however, that any individual becoming a
director subsequent to the Change of Control Agreement Date
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall
be considered a member of the Incumbent Board, unless such
individual's initial assumption of office occurs as a result
of an actual or threatened election contest with respect to
the election or removal of directors of other actual or
threatened solicitation of proxies or consents by or on
behalf of a person other than the Incumbent Board; or
(3) consummation of a reorganization, merger or
consolidation, or sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination,
(i) all or substantially all of the individuals
and entities who were the beneficial owners of the
Company's outstanding common stock and the Company's
voting securities entitled to vote generally in the
election of directors immediately prior to such
Business Combination have direct or indirect beneficial
ownership, respectively, of more than 50% of the then
outstanding shares of common stock, and more than 50%
of the combined voting power of the then outstanding
voting securities entitled to vote generally in the
election of directors, of the corporation resulting
from such Business Combination (which, for purposes of
this paragraph (i) and paragraphs (ii) and (iii), shall
include a corporation which as a result of such
transaction controls the Company or all or
substantially all of the Company's assets either
directly or through one or more subsidiaries), and
(ii) except to the extent that such ownership
existed prior to the Business Combination, no person
(excluding any corporation resulting from such Business
Combination or any employee benefit plan or related
trust of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly
or indirectly, 20% or more of the then outstanding
shares of common stock of the corporation resulting
from such Business Combination or 20% or more of the
combined voting power of the then outstanding voting
securities of such corporation, and
(iii) at least a majority of the members of the
board of directors of the corporation resulting from
such Business Combination were members of the Incumbent
Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for
such Business Combination; or
(4) approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
(c) Effect. Upon the occurrence of a Change of Control of
the Company and the Company's failure following the Change of
Control to ratify the Plan and contribute to the Trust according
to its terms, this Trust shall terminate, and funds accumulated
in the Trust as of the date of the Change of Control (and after
the contribution required pursuant to Section 1(f)) shall,
provided the provisions of Section 3 do not become applicable, be
used solely for the obligations of the Plan, and distributed to
the Plan participants and beneficiaries under the Plan, as of the
date of the Change of Control, until such time as all such
obligations have been paid in full. The Trustee shall pay such
obligations to such Plan participants and beneficiaries as soon
as practicably possible following a Change of Control.
SECTION 14. MISCELLANEOUS
(a) Any provision of this Trust Agreement prohibited by law
shall be ineffective to the extent of any such prohibition,
without invalidating the remaining provisions hereof.
(b) Benefits payable to Plan participants and their
beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed
in accordance with the laws of Louisiana.
(d) All taxes levied against the Trust or its income or
assets shall be paid by Company. Notwithstanding the foregoing,
the Company shall not be liable for any taxes assessed against
Plan participants or their beneficiaries as a result of their
coverage under or receipt of benefits from this Trust.
SECTION 15. ACCEPTANCE BY TRUSTEE
Whitney National Bank accepts its appointment as Trustee
under the Trust and shall be referred to herein as the Trustee.
Thus done and signed on this 5th day of March, 1996 in the
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presence of the undersigned and competent witnesses who
hereunto signed their names with the said appearers after reading
of the whole.
WITNESSES:
AVONDALE INDUSTRIES, INC.
/s/ JACKIE H. WALKER By: /s/ THOMAS M. KITCHEN
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/s/ B.L. HICKS Thomas M. Kitchen, Secretary
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TRUSTEE
/s/ (ILLEGIBLE) By: /s/ DENISE PATTERSON
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/s/ PAMELA C. ELLIOTT Denise Patterson, Trust Officer
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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 is the duly elected Secretary of Avondale
Industries, Inc. and that in such capacity he executed the
foregoing Avondale Industries, Inc. Executive Retirement Trust as
a free act and deed on behalf of Avondale Industries, Inc. for
the purposes therein set forth.
WITNESSES:
/s/ JACKIE H. WALKER /s/ THOMAS M. KITCHEN
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/s/ B. L. HICKS Thomas M. Kitchen
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SWORN TO AND SUBSCRIBED
BEFORE ME THIS 5th DAY
---
OF March, 1996.
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/s/ RUDOLPH H. RAMELLI
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NOTARY PUBLIC
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned Notary Public, personally came
and appeared Denise Patterson, who being by me sworn did
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depose and state that he/she is the duly
appointed Trust Officer of Whitney National Bank and that in
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such capacity he/she executed the foregoing Avondale Industries,
Inc. Executive Retirement Trust as a free act and deed on behalf
of Whitney National Bank for the purposes therein set forth.
WITNESSES:
/s/ (ILLEGIBLE) By: /s/ DENISE PATTERSON
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/s/ PAMELA C. ELLIOTT
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SWORN TO AND SUBSCRIBED
BEFORE ME THIS 7th DAY
---
OF March, 1996.
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/s/ (ILLEGIBLE)
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NOTARY PUBLIC