AVONDALE INDUSTRIES, INC.
SEVERANCE PAY PLAN AND SUMMARY PLAN DESCRIPTION
In order to recognize and encourage the continued employment
of employees of Avondale Industries, Inc. (the "Company"), and to
alleviate concerns about a possible loss of employment upon a
change of control (as defined below) of the Company, the Company
has adopted a Severance Pay Plan (the "Plan") having the
following terms and conditions. This document also constitutes
the Plan's Summary Plan Description, as described in Section 102
of the Employee Retirement Income Security Act of 1974 ("ERISA").
ARTICLE I
DEFINITIONS
1.1 Company Defined. As used in this Plan, "Company" shall
mean the Company as defined above and any successor to or
assignee of (whether direct or indirect, by purchase, merger,
consolidation or otherwise) all or substantially all of the
assets or business of the Company.
1.2 Change of Control Defined. "Change of Control" shall
mean:
(a) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 (the "Exchange Act") 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 (a), 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 any
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 complies
with clauses (i), (ii) and (iii) of subsection (c) of
this Section 1.2; or
(b) individuals who, as of the date this Plan is
executed (the "Plan Effective Date") constitute the Board
(the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the Plan
Effective 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 or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than
the Incumbent Board; or
(c) consummation of a reorganization, merger or
consolidation, or sale or other disposition of all of
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
(d) approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
1.3 Affiliate Defined. "Affiliate" or "affiliated
companies" shall mean any company controlled by, controlling, or
under common control with, the Company.
1.4 Cause Defined. "Cause" shall mean:
(a) the willful and continued failure of the
Participant to perform substantially the Participant's
duties with the Company or its affiliates (other than
any such failure resulting from incapacity due to
physical or mental illness), after a written demand for
substantial performance is delivered to the Participant
by the Board of the Company which specifically
identifies the manner in which the Board believes that
the Participant has not substantially performed the
Participant's duties, or
(b) the willful engaging by the Participant in
illegal conduct or gross misconduct.
For purposes of this provision, no act or failure to act, on the
part of the Participant, shall be considered "willful" unless it
is done, or omitted to be done, by the Participant in bad faith
or without reasonable belief that the Participant's action or
omission was in the best interests of the Company or its
Affiliates. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or upon
the instructions of a senior officer of the Company or based upon
the advice of counsel for the Company or its Affiliates shall be
conclusively presumed to be done, or omitted to be done, by the
Participant in good faith and in the best interests of the
Company or its Affiliates. The cessation of employment of the
Participant shall not be deemed to be for Cause unless and until
there shall have been delivered to the Participant a copy of a
resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board at a meeting
of the Board called and held for such purpose (after reasonable
notice is provided to the Participant and the Participant is
given an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the Board,
the Participant is guilty of the conduct described in
subparagraph (a) or (b) above, and specifying the particulars
thereof in detail.
1.5 Disability Defined. "Disability" shall mean a
condition that would entitle the Participant to receive benefits
under the Company's long-term disability insurance policy in
effect at the time either because he is Totally Disabled or
Partially Disabled, as such terms are defined in the Company's
policy in effect as of the Plan Effective Date or as similar
terms are defined in any successor policy. If the Company has no
long-term disability plan in effect, "Disability" shall occur if
(a) the Participant is rendered incapable because of physical or
mental illness of satisfactorily discharging his duties and
responsibilities to the Company for a period of 90 consecutive
days, (b) a duly qualified physician chosen by the Company and
acceptable to the Participant or his legal representatives so
certifies in writing, and (c) the Board determines that the
Participant has become disabled.
1.6 Good Reason Defined. "Good Reason" shall mean:
(a) Any failure of the Company or its Affiliates to
provide the Participant with the position, authority, duties
and responsibilities at least commensurate in all material
respects with the most significant of those held, exercised
and assigned at any time during the 120-day period
immediately preceding the Change of Control.
(b) The assignment to the Participant of any duties
inconsistent in any material respect with Participant's
position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as
contemplated by Section 2.1(b) of this Plan, or any other
action that results in a diminution in such position,
authority, duties or responsibilities, excluding for this
purpose an isolated, insubstantial and inadvertent action
not taken in bad faith that is remedied within 10 days after
receipt of written notice thereof from the Participant to
the Company;
(c) Any failure by the Company or its Affiliates to
comply with any of the provisions of this Plan, other than
an isolated, insubstantial and inadvertent failure not
occurring in bad faith that is remedied within 10 days after
receipt of written notice thereof from the Participant to
the Company;
(d) Any purported termination of the Participant's
employment otherwise than as expressly permitted by this
Plan; or
(e) Any failure by the Company to comply with and
satisfy Sections 3.1(a) and (b) of this Plan.
1.7 Participant Defined. "Participant" shall mean an
officer of the Company or a subsidiary designated by the
Compensation Committee of the Board of Directors of the Company
as a participant in the Plan.
ARTICLE II
CHANGE OF CONTROL BENEFIT
2.1 Employment Term and Capacity after Change of Control.
(a) If a Change of Control occurs on or before December 31, 2000
at a time that the Participant continues to be employed by the
Company or a subsidiary, then the Participant's employment term
(the "Employment Term") shall continue through the first
anniversary of the Change of Control, subject to any earlier
termination of Participant's status as an employee pursuant to
this Plan.
(b) After a Change of Control and during the Employment
Term, (i) the Participant's position (including status, offices,
titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and
assigned at any time during the 120-day period immediately
preceding the Change of Control and (ii) the Participant's
service shall be performed during normal business hours at the
location where the Participant was employed immediately preceding
the Change of Control or any office or location less than 35
miles from such location.
2.2 Compensation and Benefits. During the Employment Term,
Participant shall be entitled to the following compensation and
benefits:
(a) Base Salary. The Participant shall receive an
annual base salary ("Base Salary"), which shall be paid at a
monthly rate, at least equal to 12 times the highest monthly
base salary paid or payable, including any base salary which
has been earned but deferred by the Participant, by the
Company and its affiliated companies in respect of the 12-
month period immediately preceding the month in which the
Change of Control occurs. During the Employment Term, the
Base Salary shall be reviewed no more than 12 months after
the last salary increase awarded to the Participant prior to
the Change of Control and shall be increased no more than 12
months after the last salary increase awarded to the
Participant prior to the Change of Control in an amount
equal to the percentage increase (excluding promotional
increases) in base salary generally awarded to peer
employees of the Company and its affiliated companies for
the year of determination. Any increase in Base Salary
shall not serve to limit or reduce any other obligation to
the Participant under this Plan. Base Salary shall not be
reduced after any such increase and the term Base Salary as
utilized in this Plan shall refer to Base Salary as so
increased.
(b) Annual Bonus. In addition to Base Salary, the
Participant shall be awarded, for the fiscal year ending
during the Employment Term, an annual bonus (the "Bonus") in
cash at least equal to the Participant's target bonus under
the Company's Management Incentive Plan, or any comparable
bonus under a successor plan, for the last full fiscal year
prior to the Change of Control. Each such Bonus shall be
paid no later than the end of the third month of the fiscal
year next following the fiscal year for which the Bonus is
awarded, unless the Participant shall elect to defer the
receipt of such Bonus.
(c) Fringe Benefits. The Participant shall be
entitled to fringe benefits (including, but not limited to,
automobile allowance, reimbursement for membership dues, and
first class air travel) in accordance with the most
favorable agreements, plans, practices, programs and
policies of the Company and its affiliated companies in
effect for the Participant at any time during the 120-day
period immediately preceding the Change of Control or, if
more favorable to the Participant, as in effect generally at
any time thereafter with respect to other peer employees of
the Company and its affiliated companies.
(d) Expenses. The Participant shall be entitled to
receive prompt reimbursement for all reasonable expenses
incurred by the Participant in accordance with the most
favorable agreements, policies, practices and procedures of
the Company and its affiliated companies in effect for the
Participant at any time during the 120-day period
immediately preceding the Change of Control or, if more
favorable to the Participant, as in effect generally at any
time thereafter with respect to other peer employees of the
Company and its affiliated companies.
(e) Incentive, Savings and Retirement Plans. The
Participant shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies
and programs applicable generally to other peer employees of
the Company and its affiliated companies, but in no event
shall such plans, practices, policies and programs provide
the Participant with incentive opportunities (measured with
respect to both regular and special incentive opportunities,
to the extent, if any, that such distinction is applicable),
savings opportunities and retirement benefit opportunities,
in each case, less favorable than the most favorable of
those provided by the Company and its affiliated companies
for the Participant under any agreements, plans, practices,
policies and programs as in effect at any time during the
120-day period immediately preceding the Change of Control
or, if more favorable to the Participant, those provided
generally at any time after the Change of Control to other
peer employees of the Company and its affiliated companies.
(f) Welfare Benefit Plans. The Participant and/or the
Participant's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs
provided by the Company and its affiliated companies
(including, without limitation, medical, prescription,
dental, disability, employee life, group life, accidental
death and travel accident insurance plans and programs) to
the extent applicable generally to other peer employees of
the Company and its affiliated companies, but in no event
shall such plans, practices, policies and programs provide
the Participant with benefits, in each case, less favorable
than the most favorable of any agreements, plans, practices,
policies and programs in effect for the Participant at any
time during the 120-day period immediately preceding the
Change of Control or, if more favorable to the Participant,
those provided generally at any time after the Change of
Control to other peer employees of the Company and its
affiliated companies.
(g) Vacation. The Participant shall be entitled to
paid vacation in accordance with the most favorable
agreements, plans, policies, programs and practices of the
Company and its affiliated companies as in effect for the
Participant at any time during the 120-day period
immediately preceding the Change of Control or, if more
favorable to the Participant, as in effect generally at any
time thereafter with respect to other peer employees of the
Company and its affiliated companies.
2.3 Obligations upon Termination after a Change of Control.
(a) Termination by Company for Reasons other than
Death, Disability or Cause or by Participant for Good
Reason. If, after a Change of Control and during the
Employment Term, the Company terminates the Participant's
employment other than for Cause, death or Disability, or the
Participant terminates employment for Good Reason,
(i) the Company shall pay to the Participant in a
lump sum in cash within 30 days of the date of
termination an amount equal to the sum of (i) the
amount of Base Salary in effect at the date of
termination, plus (ii) the greater of (x) the annual
Bonus paid or to be paid to the Participant for the
last fiscal year or (y) the target Bonus for which the
Participant is eligible for the 12-month period in
which the date of termination occurs;
(ii) for a period of twelve (12) months following
the date of termination of employment (the
"Continuation Period"), the Company shall at its
expense continue on behalf of the Participant and his
dependents and beneficiaries the life insurance,
disability, medical, dental and hospitalization
benefits provided (x) to the Participant at any time
during the 90-day period prior to the Change in Control
or at any time thereafter or (y) to other similarly
situated executives who continue in the employ of the
Company during the Continuation Period. The coverage
and benefits (including deductibles and costs) provided
in this Section 2.3(a)(ii) during the Continuation
Period shall be no less favorable to the Participant
and his dependents and beneficiaries, than the most
favorable of such coverages and benefits during any of
the periods referred to in clauses (x) or (y) above.
The Company's obligation hereunder with respect to the
foregoing benefits shall be limited to the extent that
the Participant obtains any such benefits pursuant to a
subsequent employer's benefit plans, in which case the
Company may reduce the coverage of any benefits it is
required to provide the Participant hereunder as long
as the aggregate coverages and benefits of the combined
benefit plans is no less favorable to the Participant
than the coverages and benefits required to be provided
hereunder. The coverage during the Continuation Period
will run concurrently with the coverage provided under
the Consolidated Omnibus Budget Reconciliation Act; and
(iii)the Participant shall immediately become
fully (100%) vested in his benefit under each
supplemental or excess retirement plan of the Company
in which the Participant was a participant, including,
but not limited to the Avondale Industries, Inc.
Supplemental Pension Plan and the Avondale Industries,
Inc. Executive Excess Retirement Plan.
(b) Death. If, after a Change of Control and during
the Employment Term, the Participant's status as an employee
is terminated by reason of the Participant's death, there
shall be no further obligation under this Plan to the
Participant's legal representatives (other than those
already accrued to the Participant), other than the
obligation to make any payments due pursuant to employee
benefit plans maintained by the Company or its affiliated
companies.
(c) Disability. If, after a Change of Control and
during the Employment Term, Participant's status as an
employee is terminated by reason of Participant's
Disability, there shall be no further obligation under this
Plan to the Participant (other than those already accrued to
the Participant), other than the obligation to make any
payments due pursuant to employee benefit plans maintained
by the Company or its affiliated companies.
(d) Cause. If, after a Change of Control and during
the Employment Term, the Participant's status as an employee
is terminated by the Company for Cause, there shall be no
further obligation under this Plan to the Participant other
than for obligations imposed by law and obligations imposed
pursuant to any employee benefit plan maintained by the
Company or its affiliated companies.
(e) Voluntary Termination. If, after a Change of
Control and during the Employment Term, the Participant
voluntarily terminates his employment with the Company other
than for Good Reason, there shall be no further obligation
under this Plan to the Participant other than for
obligations imposed by law and obligations imposed pursuant
to any employee benefit plan maintained by the Company or
its affiliated companies.
2.4 Accrued Obligations and Other Benefits. It is the
intent of this Plan that upon termination of employment for any
reason the Participant be entitled to receive promptly, and in
addition to any other benefits specifically provided, (a) the
Participant's Base Salary through the date of termination to the
extent not theretofore paid, (b) any accrued vacation pay, to the
extent not theretofore paid, and (c) any other amounts or
benefits required to be paid or provided or which the Participant
is entitled to receive under any plan, program, policy practice
or agreement of the Company.
2.5 Stock Options. The foregoing benefits are intended to
be in addition to the value of any options to acquire Common
Stock of the Company the exercisability of which is accelerated
pursuant to the terms of any stock option, incentive or other
similar plan heretofore or hereafter adopted by the Company.
2.6 Protection of Benefits. To the extent permitted by
applicable law, the Company shall take all reasonable steps to
ensure that the Participant is not, by reason of a Change of
Control, deprived of the economic value (including any value
attributable to the Change of Control transaction) of (a) any
options to acquire Common Stock of the Company or (b) any Common
Stock of the Company beneficially owned by the Participant.
2.7 Legal Fees. The Company agrees to pay as incurred, to
the full extent permitted by law and to the extent that legal
fees and expenses are not recoverable under the provisions of the
Employee Retirement Income Security Act of 1974, all legal fees
and expenses which the Participant may reasonably incur as a
result of any contest (regardless of the outcome thereof) by the
Company, the Participant or others of the validity or
enforceability of, or liability under, any provision of this Plan
(including as a result of any contest by the Participant about
the amount or timing of any payment pursuant to this Plan.)
2.8 Set-Off; Mitigation. After a Change of Control, the
Company's and its Affiliates' obligations to make the payments
provided for in this Plan and otherwise to perform its
obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action
which the Company or its Affiliates may have against the
Participant or others; except that to the extent the Participant
accepts other employment in connection with which he is provided
health insurance benefits, the Company shall only be required to
provide health insurance benefits to the extent the benefits
provided by the Participant's employer are less favorable than
the benefits to which he would otherwise be entitled hereunder.
It is the intent of this Plan that in no event shall the
Participant be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the
Participant under any of the provisions of this Plan.
2.9 Outplacement Assistance. Upon any termination of
employment of the Participant other than for Cause following a
Change of Control and during the Employment Term, the Company
shall provide to the Participant outplacement assistance by a
reputable firm specializing in such services for the period
beginning with the termination of employment and ending at the
end of the Employment Term.
ARTICLE III
MISCELLANEOUS
3.1 Successors. (a)The Company shall require any successor
to or assignee of (whether direct or indirect, by purchase,
merger, consolidation or otherwise) all or substantially all of
the assets or businesses of the Company (i) to assume uncondi-
tionally and expressly this Plan and (ii) to agree to perform or
to cause to be performed all of the obligations under this Plan
in the same manner and to the same extent as would have been
required of the Company had no assignment or succession occurred,
such assumption to be set forth in a writing reasonably
satisfactory to the Participant.
(b) The Company shall also require all entities that
control or that after the transaction will control (directly or
indirectly) the Company or any such successor or assignee to
agree to cause to be performed all of the obligations under this
Plan, such agreement to be set forth in a writing reasonably
satisfactory to the Participant.
3.2 Funding. The Plan is funded solely through general
assets of the Company that employs the Participant and no
employee contributions are taken nor are any funds held in trust.
3.3 Plan Amendment or Termination. The Company reserves
the right to amend or terminate this Plan at any time and without
advance notice. An amendment shall be made in writing, executed
by an officer of the Company, as authorized by the Company's
Board of Directors. The Board of Directors may delegate its
authority under this Section 3.3 to the Compensation Committee of
the Board of Directors. No benefits will be paid to anyone whose
employment is terminated after the Plan is terminated or amended
to exclude that Participant.
3.4 Applicable Laws. The Plan shall be governed by the
laws of the State of Louisiana to the extent not preempted by
ERISA.
3.5 Administration of the Plan. The Plan shall be
administered by Avondale Industries, Inc. (the "Plan
Administrator"). The Plan Administrator's address is: 5100 River
Road, New Orleans, LA 70150. The Plan Administrator shall have
the exclusive right to interpret the Plan and all such
interpretation shall be binding on all affected parties. The
Avondale Industries, Inc. Severance Pay Plan Document is a legal
document that controls the operation of the Plan. Its provisions
cover all situations relating to benefits and its provision will
be final authority.
3.6 Company's Reservation of Rights. A Participant serves
at the pleasure of the Board and the Company has the right at any
time to terminate the Participant's status as an employee of the
Company, or to change or diminish his status during the
Employment Term, subject to the rights of the Participant to
claim the benefits conferred by the Plan.
3.7 Type of Plan. This Plan is intended to be a severance
welfare benefit plan under the Employee Retirement Income
Security Act of 1974 ("ERISA"). In no event shall benefits
payable to any Participant under this Plan exceed twice the
Participant's "Annual Compensation" (as defined in ERISA
regulation S2510.3-2(b)(2)) during the year immediately preceding
the year of termination.
ARTICLE IV
CLAIMS FOR BENEFITS
4.1 Claims Procedure. Claims for benefits may be made to
the Plan Administrator at the above address. Payments of the
amounts provided in this Plan shall ordinarily be made without
the need for demand at the discretion of the Company.
Nevertheless, a Participant who claims entitlement to a benefit
can file a written claim for benefits with the Plan Administrator
within 90 days after the Participant's employment is terminated.
The Plan Administrator shall accept or reject the claim within 30
days of its receipt. If the claim is denied, the Plan
Administrator shall give the reason for denial in a written
notice calculated to be understood by the claimant, referring to
the Plan provisions that provide the basis for the denial. If
any additional information or material is necessary to perfect
the claim, the Plan Administrator shall identify these items and
explain why such additional material is necessary. If the Plan
Administrator neither accepts nor rejects the claim within 30
days, the claim shall be deemed to be denied.
4.2 Claim Denial and Appeal. Upon denial of the claim, the
claimant may file a written request for review of the denied
claim to the Plan Administrator within 60 days of the denial.
The claimant shall have the opportunity to be represented by
counsel and may request to be heard at a hearing. The claimant
shall have the opportunity to review the pertinent documents and
the opportunity to submit written reasons opposing the denial.
The decision upon the appeal will be made within 60 days of
receipt of the requested review unless special circumstances
(such as a need to hold a hearing) require an extension of time
for processing, in which case a decision will be made as soon as
possible, but no later than 120 days after receipt of a request
for review. If such extension of time for review is required,
because of special circumstances, written notice of the extension
will be furnished to the claimant prior to the commencement of
the extension. If the appeal is denied, the denial shall be in
writing.
ARTICLE V
ERISA RIGHTS
On Labor Day of 1974 a new law was enacted to protect the
interests of workers in pension and welfare benefits connected
with their jobs. Its title is "Employee Retirement Income
Security Act of 1974" but it is often referred to by its initials
- ERISA. Some of the benefits provided by the Plan may be
subject to ERISA. Therefore, each Participant under the Plan has
certain rights and protection under ERISA.
ERISA provides that all Plan Participants shall be entitled
to:
i. Examine, without charge, at the Plan
Administrator's office and at other specified
locations, such as work sites, all Plan documents,
including any Plan documents filed by the Plan
Administrator with the U.S. Department of Labor.
ii. Obtain copies of all Plan documents and other Plan
information upon written request to the Plan
Administrator. The Plan Administrator may make a
reasonable charge for the copies.
In addition to creating rights for Participants, ERISA imposes
duties upon the people who are responsible for the operation of
the Plan. The people who operate the Plan, called "fiduciaries"
of the Plan, have a duty to do so prudently and in the interest
of the Plan Participants. No one, including the Company or any
other person, may terminate a Participant's employment or
otherwise discriminate against a Participant in any way to
prevent the Participant from obtaining a welfare benefit or
exercising his or her rights under ERISA. If a claim for a
benefit is denied in whole or in part, the claimant must receive
a written explanation of the reason for the denial. A claimant
has the right to have the Plan Administrator review and
reconsider the claim. Under ERISA, there are steps a Participant
can take to enforce the above rights. For instance, if a
Participant requests certain materials from the Plan
Administrator and does not receive them within 30 days, he or she
may file suit in a federal court. In such a case, the court may
require the Plan Administrator to provide the materials and pay
the Participant up to $100 a day until the Participant receives
the materials, unless the materials were not sent because of
reasons beyond the control of the Plan Administrator. If a claim
for benefits is denied or ignored, in whole or in part, the
claimant may file suit in a state or federal court. If it should
happen that a Participant is discriminated against for asserting
his or her rights, he or she may seek assistance from the U.S.
Department of Labor, or may file suit in a federal court. The
court will decide who should pay court costs and legal fees. If
the Participant is successful, the court may order the person
sued to pay these costs and fees. If the Participant loses, the
court may order the Participant to pay these costs and fees, for
example, if it finds that the claim is frivolous. If a
Participant has any questions about the Plan, he or she should
contact the Director of Human Resources at the above address. If
a Participant has any questions about this paragraph or about his
or her rights under ERISA, he or she should contact the nearest
Area Office of the U.S. Labor-Management Services Administration,
Department of Labor.
This Plan was executed in New Orleans, Louisiana, this 1st
---
day of March, 1996.
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WITNESSES: AVONDALE INDUSTRIES, INC.
/s/ ROBIN L. DEMPSEY BY: /s/ THOMAS M. KITCHEN
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Name: Thomas M. Kitchen
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Title: VP & CFO
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COR\39607.2