AMENDED AND RESTATED
AVONDALE SERVICES CORPORATION
EXECUTIVE GROUP INSURANCE BENEFITS PLAN
AND SUMMARY PLAN DESCRIPTION
October, 1997
PREAMBLE
Avondale Services Corporation (the "Company"), a corporation
organized and existing under the laws of the State of Delaware,
adopted the Avondale Services Corporation Executive Group
Insurance Benefits Plan on February 20, 1990, pursuant to its
desire to continue and maintain its policy to provide increased
insurance benefits (in addition to the group insurance benefits
provided to all eligible employees of Avondale Services
Corporation) to certain employees designated by the Board of
Directors of Avondale Industries, Inc., which plan and the
amendments thereto made through September 30, 1997 shall
hereinafter be referred to as the "Prior Plan."
Effective October 1, 1997, the Avondale Services Corporation
Executive Group Insurance Benefits Plan is amended and restated
as set forth in this document and any amendments hereto and shall
hereinafter be referred to as the "Plan." The Plan is the
continuation of the Prior Plan and no gap in time or effect
exists, or shall ever be construed to exist, between them.
ARTICLE I
Participation
-------------
Participation in the Plan shall be limited to those
employees of Avondale Services Corporation designated by the
Compensation Committee of the Board of Directors of Avondale
Industries, Inc. as Participants in the Plan. The names of all
Participants so designated shall be listed on the attached
Exhibit A.
ARTICLE II
Benefits
--------
The benefits payable under the Plan shall be identical to
the Group Life, Accidental Death and Dismemberment, Salary
Continuation, Business Travel, and Comprehensive Medical Benefits
paid to employees of Avondale Services Corporation under its
Group Insurance Benefits Plan as set forth in applicable plan
documents, insurance contracts and the Avondale Services
Corporation Employee Benefit Plan booklet and summary plan
description as in effect on the date hereof (as may be modified
from time to time), which documents are incorporated herein by
reference. All capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Avondale
Industries, Inc. Avondale Services Corporation Plan.
In addition to the benefits paid pursuant to Avondale
Services Corporation Group Insurance Benefits Plan, the following
additional benefits and/or modifications shall apply to
Participants in the Plan during their employment with Avondale
Services Corporation and, where indicated, after retirement or
Total Disability provided such Participant is employed by
Avondale Services Corporation at the time of retirement or Total
Disability:
Coverage Description
-------- -----------
Employee Life 2 times the sum of (i) base
salary and (ii) Participant's
previous year's bonus.
Optional Coverage-additional
one or two times the sum of
(i) base salary and (ii)
Participant's previous year's
bonus.
Maximum Coverage-Two million
dollars or such lesser amount
as may be set forth in any
applicable insurance policy.
Evidence of Insurability - To
the extent provided in any
applicable insurance policy,
coverage shall be conditioned
on submission of evidence of
insurability.
Dependent Life Optional - $100,000.00
Retiree Life One half of life insurance in
force at time of retirement
Total Disability (Totally Employee Life (as set forth
Disabled) prior to Normal above) in force prior to Total
Retirement Date Disability continues until
Normal Retirement Date;
thereafter Retiree Life
Long Term Disability 60% of monthly base salary,
after 180 day waiting period.
Maximum $5,000.00 per month
coordinated with Disability
Social Security Benefit
Retiree Health Comprehensive Medical Benefits
(as provided under the
Avondale Services Corporation
Group Insurance Benefits Plan)
shall continue beyond a
Participant's retirement for
his life without any premium
payment during the
Participant's life. The
Participant's surviving spouse
may continue coverage
thereafter without any premium
payment for her life.
Provided, however, that upon a
Retiree's eligibility for
Medicare, this Retiree Health
benefit shall be paid only as
a supplement to Medicare and a
Participant must establish his
entitlement to Medicare
benefits to be eligible for
the supplemental Retiree
Health benefits provided
herein.
Total Disability (Totally An Employee who is Totally
Disabled) Disabled will be treated as an
"Active Employee" for twelve
(12) months following the
commencement of the Disability
so long as he remains Totally
Disabled. When a Totally
Disabled Participant is no
longer an "Active Employee"
such Participant will be
treated as a Retiree eligible
for the supplemental Retiree
Health benefits provided
herein.
Provided, however, that when
such Participant becomes
eligible for Medicare, this
Retiree Health benefit shall
be paid only as a supplement
to Medicare and a Participant
must establish his entitlement
to Medicare benefits to be
eligible for the supplemental
Retiree Health benefits
provided herein.
ARTICLE III
Administration
--------------
The Board of Directors of Avondale Services Corporation has
primary responsibility for the administration of the Plan,
including interpretation of all Plan provisions and determination
of benefit entitlement; provided, however, that the Participant
shall be entitled to utilize the claim review procedure set forth
in the Avondale Industries, Inc. Corporate Services Avondale
Health Plan booklet.
The Board of Directors of Avondale Services Corporation may
delegate its responsibilities, other than its powers to amend or
terminate the Plan, to a Committee appointed by it. The Board of
Directors of Avondale Services Corporation can override any
decision of the Committee.
The Company agrees to indemnify and hold harmless each
person serving as a member of the Committee from all liabilities
and claims arising from the good faith performance of his duties
in accordance with the terms of the Plan.
ARTICLE IV
Termination or Amendment
------------------------
Although Avondale Services Corporation expects and intends
to continue this Plan indefinitely, it reserves the right to
modify, amend, suspend or terminate the Plan at any time by
resolution of the Board of Directors of Avondale Services
Corporation; provided, however, that no such amendment or
termination shall be effective without the concurrence of the
Board of Directors of Avondale Industries, Inc.
ARTICLE V
Plan Identification and Administration
--------------------------------------
Name of Plan Avondale Services Corporation
Executive Group Insurance
Benefits Plan
Type of Plan Welfare Benefit Plan which
provides health care benefits
Sponsoring Employer and Avondale Industries, Inc.
Plan P.O. Box 50280
Administrator New Orleans, LA 70150
5100 River Road
Avondale, LA 70094
Plan No. 501
Plan Year January 1 through December 31
Employer Identification 39-1097012
No.
Plan Fiduciary Avondale ERISA Review
Committee
P.O. Box 50280
New Orleans, LA 70150
5100 River Road
Avondale, LA 70094
Agent for Service of R. Dean Church
Legal Process P.O. Box 50280
New Orleans, LA 70150
Service may also be made on
the Plan Administrator
Benefits Provided By and Omega Claims Service, Inc.
Disbursements From the P. O. Box 1100
Plan Made By Marrero, Louisiana 70073
West Jefferson Behavioral
Medicine Center
229 Belle Meade Boulevard
Gretna, Louisiana 70056
Contributions to the Plan The Health Care Benefits under
the Plan are paid for
partially by Avondale
Industries, Inc. and partially
by Employees. The costs of
dependent care coverage are
paid for partially by Avondale
Industries, Inc. and partially
by those Employees eligible to
elect dependent care coverage.
The contributions are
determined by Avondale
Industries, Inc. based on the
actual cost of benefits.
ARTICLE VI
Your Rights Under ERISA
-----------------------
As a Participant in the Avondale Services Corporation
Executive Group Insurance Benefits Plan, you are entitled to
certain rights and protections under the Employee Retirement
Income Security Act of 1974 ("ERISA"). ERISA provides that all
Plan Participants shall be entitled to:
Examine without charge, at the Employee Benefits Department
where you work, all Plan documents, including those filed by the
Plan with U.S. Department of Labor, such as annual reports and
Plan descriptions.
Obtain, upon written request to the Plan Administrator,
copies of all Plan documents, for which a reasonable charge will
be made.
Receive a summary of the Plan's annual financial report.
File suit in a federal court if any materials requested by you
are not received within 30 days of your request. The court may
require the Company to pay you up to $100 for each day beyond 30
days until you receive the materials, unless the materials were
not sent because of reasons beyond the control of the Plan
Administrator.
In addition to creating rights for Plan Participants, ERISA
imposes duties upon the Company and upon "fiduciaries" that are
responsible for the operation of the Plan. The Company may not
discharge you or otherwise discriminate against you to prevent
you from obtaining a benefit or exercising your rights under
ERISA.
If you have a claim for benefits which is denied in whole or
in part, you must receive a written explanation stating the facts
upon which the denial is based and the Plan provisions upon which
the denial was based.
All decisions of the Avondale ERISA Review Committee shall
be final and binding on all employees, participants and their
beneficiaries. No claimant may file suit in a court to obtain
benefits under the Plan without first completely exhausting all
stages of the claims review process.
If Plan fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file a
suit in a federal court. If you are successful, the court may
order the other party to pay your court costs and legal fees. If
you lose, the court may order you to pay these costs and fees-for
example, if it finds your claim frivolous.
If you have any questions about this statement or your
rights under ERISA, you should contact the Plan Administrator at
the nearest Area Office of the U.S. Department of Labor-
Management Services Administrator, Department of Labor.
Executed in Avondale, Louisiana, this 14th day of October,
1997.
WITNESSES: AVONDALE SERVICES CORPORATION
/s/ Jackie H. Walker By: /s/ Thomas M. Kitchen
-------------------- ---------------------
Thomas M. Kitchen
/s/ Robin L. Dempsey
--------------------
EXHIBIT A
The following individuals have been designated by the Board
of Directors of Avondale Industries, Inc. as Participants in the
Avondale Services Corporation Executive Group Insurance Benefits
Plan:
Harris F. Arnold (Retired)
Albert L. Bossier, Jr.
Richard F. Brunner (Deceased) Vivian
Ronald D. Church
Melvin Colen (Deceased) June
James H. Cottrell (Retired)
Rodney J. Duhon, Jr.
Kenneth B. Dupont
Ernest F. Griffin, Jr.
William A. Harmeyer (Retired)
Bruce L. Hicks (Deceased) Carolyn
Thomas M. Kitchen
Rene P. Meric
Edmund C. Mortimer
Joseph W. Oberfell (Retired)
Eugene K. Simon, Jr.