SUPPORT THE AVONDALE SHAREHOLDER COMMITTEE'S CAMPAIGN TO IMPROVE AVONDALE We, the workers at Avondale, own 49% of the Company but have no say. Our jobs and our retirement security depend upon Avondale being well managed. Is Avondale's management doing a good job running the Company? Let's look at the facts. STOCK VALUE DECLINE In 1985, the Avondale ESOP used your pension assets to buy Avondale common stock at $33.20 per share. That stock is now worth between $7.00 and $8.00 per share, a 77 percent decline in value. FINANCIAL LOSSES Avondale Industries has lost money in four out of the past five years. Since Bossier took control in 1985, the Company has a cumulative net loss of $257.5 million. LOSING GROUND TO COMPETITORS According to Avondale's own proxy statement, over the past six years, Avondale's common stock has lagged behind its competitors by 80.5%. BIG MANAGEMENT SALARIES, BONUS & PENSION In 1994, Al Bossier got a 14.5% pay raise on top of a $46,000 bonus. Bossier's total pay in 1994, not included the estimated future value of stock options, was $680,929. Al Bossier has a guaranteed pension that would provide him with over $400,000 per year for life if he were to retire today. LET'S MAKE A DIFFERENCE YOU HAVE A RIGHT AND A RESPONSIBILITY TO VOTE Avondale Shareholder Committee The Avondale Shareholder Committee is composed primarily of Avondale employees who own stock through the ESOP including Debra Howell, Richard Bell, Leotha Terrell, Sr., Michael Boudreaux, Preston H. Jack, Sr., Roland Gooden, Sidney J. Jasmine, Edward Armstrong, Michael J. Treme, Richard St. Blanc, Archieve Triggs, Sr., Dennis W. Roland, Calvin Williams, Donald Mounsey, Harry L. Thompson, Sr., Don Lund, Steve Rodrigues, Chester S. Green, Jr. and Reynard Smith. The United Brotherhood of Carpenters and the Metal Trades Department of the AFL-CIO, both record holders of Company stock, are also members. HELP MAKE AVONDALE'S MANAGEMENT MORE ACCOUNTABLE TO YOU, ITS OWNERS. PLEASE VOTE FOR THE FOLLOWING REFORMS You recently received an ESOP VOTING INSTRUCTIONS CARD from the ESOP trustees that allows you to vote FOR the five shareholder proposals your fellow employees have submitted. Please vote "FOR" each of the five proposals described below and return the card to the ESOP trustees in the envelope provided. YOUR VOTE IS CONFIDENTIAL! FOR Composition of the Compensation Committee The Proposal would amend the by-laws to provide that the Board's Compensation Committee be composed of three independent directors selected by the full Board. We don't want management setting their own wages, benefits and bonuses. FOR Shareholder Rights Plan The Proposal would urge the Board to redeem the recently adopted Shareholder Rights Plan unless the Plan receives the support of a majority of the Company's shareholders. Poison pills help management block shareholders from trying to take control of the Company when financial performance is bad. FOR Confidential Voting The Proposal would amend the by-laws to provide that all ballots be kept confidential, except to the extent the law requires disclosure, and that vote tabulation be done by independent election inspectors. Secret ballot vote is needed to protect against management strongarming shareholders for votes. FOR Board of Directors Declassification The Proposal would amend the Company's articles of incorporation and by-laws to provide that all directors stand for election annually instead of one-third of the Board members being elected each year for three year terms. This way the shareholders can vote them all out at the same time if they continue to run our Company poorly. FOR By-Law Adoption, Amendment or Repeal The Proposal seeks to provide shareholders with greater authority to change the Company's by-laws. Currently, the board of directors can veto the will of the shareholders. PLEASE VOTE FOR EACH OF THE SHAREHOLDER PROPOSALS ON THE ESOP VOTING INSTRUCTION CARD