AVONDALE INDUSTRIES, INC. PENSION PLAN




















               As Amended and Restated
               Effective January 1, 1997
<PAGE>


                              AVONDALE INDUSTRIES, INC.
                                     PENSION PLAN

                                  TABLE OF CONTENTS



          ARTICLE I - DEFINITIONS
               Accrued Benefit ....................................    I-1
               Actuarial Equivalent ...............................    I-2
               Actuary ............................................    I-2
               Affiliated Company .................................    I-2
               Avondale ESOP ......................................    I-2
               Beneficiary ........................................    I-3
               Code ...............................................    I-3
               Committee ..........................................    I-3
               Company ............................................    I-3
               Compensation .......................................    I-3
               Compensation Year ..................................    I-5
               Deferred Retirement Date ...........................    I-5
               Disability Retirement Date .........................    I-5
               Early Retirement Date ..............................    I-5
               Effective Date .....................................    I-5
               Eligible Employee ..................................    I-5
               Employee ...........................................    I-6
               Employer ...........................................    I-6
               Employment Year ....................................    I-6
               Entry Date .........................................    I-6
               ERISA ..............................................    I-6
               Final Average Compensation .........................    I-6
               Hour of Service ....................................    I-7
               Investment Manager .................................    I-8
               Leased Employee ....................................    I-8
               Non-Participating Employer .........................    I-9
               Normal Retirement Date .............................    I-9
               One Year Break in Service for Benefit Accrual ......    I-9
               One Year Break in Service ..........................    I-10
               Parental Absence ...................................    I-10
               Participant ........................................    I-10
               Plan ...............................................    I-10
               Plan Year ..........................................    I-10
               Prior Plan .........................................    I-11
               Service Termination Date ...........................    I-11
               Social Security Retirement Age .....................    I-11
               Straight Life Annuity ..............................    I-11
               Ten Year Certain and Life Annuity ..................    I-11
               Trustee ............................................    I-11
               Trust Agreement ....................................    I-11
               Trust Fund or Fund .................................    I-12
               Year of Service ....................................    I-12
               Year of Benefit Service ............................    I-12
<PAGE>
          ARTICLE II - PARTICIPATION
               Eligibility Requirements ...........................   II-1
               Commencement of Participation ......................   II-1
               Termination of Participation .......................   II-1
               Transfers ..........................................   II-1
               Reemployment of an Eligible Employee
                   or Former Participant ..........................   II-2
               Rights of Returning Veterans .......................   II-5

          ARTICLE III - ELIGIBILITY FOR RETIREMENT INCOME
               Normal Retirement Date .............................  III-1
               Deferred Retirement Date ...........................  III-1
               Early Retirement Date ..............................  III-1
               Disability Retirement Date .........................  III-1
               Vesting Date .......................................  III-2

          ARTICLE IV - AMOUNT OF RETIREMENT INCOME AND PAYMENTS
               Normal Retirement Income ...........................   IV-1
               Deferred Retirement Income .........................   IV-3
               Early Retirement Income ............................   IV-4
               Disability Retirement Income .......................   IV-5
               Deferred Vested Retirement Income ..................   IV-8
               Maximum Retirement Income ..........................   IV-9
               Timing of Payments .................................   IV-12
               Transfer Benefit ...................................   IV-12
               Direct Rollover Rules ..............................   IV-13
               Notice .............................................   IV-14

          ARTICLE V - PRE-RETIREMENT DEATH BENEFITS
               Immediate Pre-Retirement Surviving
                   Spouse's Benefit ...............................    V-1
               Deferred Pre-Retirement Surviving
                   Spouse's Benefit ...............................    V-1

          ARTICLE VI - NORMAL AND OPTIONAL PAYMENT FORMS
                       OF RETIREMENT INCOME
               Normal Form of Payment .............................   VI-1
               Waiver of Normal Form and Election of Optional
                   Form of Payment ................................   VI-1
               Waiver Period ......................................   VI-2
               Temporary Non-Payment of Retirement Income .........   VI-2
               Optional Forms of Payment ..........................   VI-2
               General Limitations ................................   VI-3
               Distribution Rules .................................   VI-4
               Limitation in Case of Domestic Relations Order .....   VI-5
               Minimum Required Distributions .....................   VI-7

          ARTICLE VII - CONTRIBUTIONS
               No Contributions by Participants ...................  VII-1
               Employer Contributions .............................  VII-1
               Expenses ...........................................  VII-1
               Contingent Nature of Contributions .................  VII-1
<PAGE>
          ARTICLE VIII - ADMINISTRATION
               Appointment of Committee ........................... VIII-1
               Notice to Trustee .................................. VIII-1
               Administration of Plan ............................. VIII-1
               Reporting and Disclosure ........................... VIII-1
               Records ............................................ VIII-1
               Committee Compensation and Expenses ................ VIII-1
               Rules and Regulations .............................. VIII-2
               Secretary of the Committee ......................... VIII-2
               Claims Review Procedure ............................ VIII-2
               Information from Participants and Beneficiaries .... VIII-3

          ARTICLE IX - NAMED FIDUCIARIES
               Identity of Named Fiduciaries ......................   IX-1
               Responsibilities and Authority of Committee ........   IX-1
               Responsibilities and Authority of Trustee ..........   IX-1
               Responsibilities of the Company ....................   IX-1
               Responsibilities Not Shared ........................   IX-1
               Dual Fiduciary Capacity Permitted ..................   IX-2
               Advice .............................................   IX-2
               Indemnification ....................................   IX-2

          ARTICLE X - PROVISIONS TO PREVENT DISCRIMINATION
               Prevention of Discrimination .......................    X-1
               Highly Compensated Employees .......................    X-1
               Unrestricted Benefit ...............................    X-1
               Restriction on Payment of Benefit ..................    X-1
               Repeal .............................................    X-2

          ARTICLE XI - AMENDMENT OF THE PLAN
               Right to Amend .....................................   XI-1
               Restrictions on Amendment ..........................   XI-1

          ARTICLE XII - TERMINATION OF THE PLAN
               Events Constituting Termination ....................  XII-1
               Partial Termination ................................  XII-1
               Allocation of Assets ...............................  XII-2
               Manner of Distribution .............................  XII-3
               Liquidation of Trust Fund ..........................  XII-3
               Internal Revenue Service Approval for Distribution .  XII-3

          ARTICLE XIII - TOP-HEAVY PLAN REQUIREMENTS
               General Rule ....................................... XIII-1
               Vesting Provisions ................................. XIII-1
               Minimum Benefit Provisions ......................... XIII-1
               Limitation on Compensation ......................... XIII-2
               Limitation on Benefits ............................. XIII-2
               Coordination With Other Plans ...................... XIII-3
               Top-Heavy Plan Definition .......................... XIII-3
               Key Employee ....................................... XIII-6
               Non-Key Employee ................................... XIII-7
               Change from Top-Heavy Status ....................... XIII-7
<PAGE>
          ARTICLE XIV - GENERAL PROVISIONS
               Plan Voluntary .....................................  XIV-1
               Payments to Minors and Incompetents ................  XIV-1
               Nonalienation of Benefits ..........................  XIV-1
               Merger, Consolidation or Transfer ..................  XIV-1
               Return of Contributions to Participating Employers .  XIV-2
               Payment of Small Benefits ..........................  XIV-2
               Recovery of Payments Made Due to a Mistake of Fact .  XIV-2
               Internal Revenue Service Approval ..................  XIV-2
               Construction of Agreement ..........................  XIV-2
               Headings ...........................................  XIV-2
               Use of Masculine and Feminine; Singular and Plural .  XIV-3
               Return of Employer Contributions in Excess of
                    Amount Deductible .............................  XIV-3

<PAGE>
                                     PREAMBLE
                                     -------- 

               The Avondale  Industries,  Inc.  Pension Plan, originally
          established effective July 1, 1967 as the  Retirement Plan for
          Employees of Avondale Shipyards, Inc. and amended from time to
          time thereafter, has been adopted by Avondale Industries, Inc.
          and  was  amended  and  restated  in  its entirety,  effective
          January  1,  1988,  unless  stated otherwise.   The  Plan  was
          amended  and  restated  effective   January  1,  1989,  unless
          otherwise provided herein, to comply  with  the Tax Reform Act
          of 1986 and subsequent legislation.  The Plan  is  amended and
          restated effective January 1, 1997, unless otherwise  provided
          herein, to incorporate prior amendments and to comply with the
          Family  and  Medical Leave Act of 1993, the Uniformed Services
          Employment and  Reemployment  Rights Act of 1994 and the Small
          Business Job Protection Rights Act of 1996.

               This Plan is the continuation  of  the  original Avondale
          Industries, Inc. Pension Plan after such Plan  and  its assets
          were  merged  into the Danly Machine Corporation Pension  Plan
          for Salaried Employees  on  December  1, 1987 and then further
          merged into the Danly Machine Corporation  Hourly  (Non-Union)
          Pension Plan on December 2, 1987.

               The purpose of this Plan is to provide a uniform  program
          of  retirement  benefits  payable  to  employees  of  Avondale
          Industries,  Inc.  and  certain  related  companies upon their
          retirement,  death, or disability.  It is intended  that  this
          plan be qualified  and exempt under Sections 401(a) and 501(a)
          of the Internal Revenue  Code of 1986, as amended from time to
          time.

               If the Plan shall fail to qualify under these sections of
          the Internal Revenue Code,  it shall be null and void, and all
          contributions which may have  been  made  hereunder  shall  be
          treated in accordance with Section 14.8.



<PAGE>
                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

               The  following  words  and  phrases when used in the Plan
          shall have the following meanings,  unless a different meaning
          is plainly required by the context:

               1.1  Accrued  Benefit  as  of  any date  shall  mean  the
          Participant's accrued retirement benefit determined as of such
          date in accordance with the Plan's benefit  formulas described
          in  Section  4.1 and including any additional Accrued  Benefit
          under Section  4.8  and  before  application  of any Actuarial
          Equivalent factor or any other reduction factor  in  the Plan.
          The  Accrued  Benefit  of  Participants  who are Employees  of
          Avondale Services Corporation shall be payable  as  a Ten-Year
          Certain  and  Life  Annuity.  These forms of payment shall  be
          used in determining the  annuitized value of the Participant's
          account  under  the Avondale  ESOP  for  purposes  of  Section
          4.1(a)(iv) and Section 4.1(b)(iii) of the Plan.

                    For  divisional   employees   or  former  divisional
          employees  as  such  terms are defined in the  Asset  Purchase
          Agreement  between  Avondale   Industries,  Inc.  and  Connell
          Limited  Partnership  dated  January   27,   1987,   and   for
          participants  under the Danly Machine Corporation Pension Plan
          for  Salaried Employees  and  the  Danly  Machine  Corporation
          Hourly  (Non-Union)  Pension  Plan, Accrued Benefit shall mean
          such employees' Accrued Benefit  as  of January 16, 1987 or as
          of  March  31,  1987,  as  determined  under   the  applicable
          provisions of a Prior Plan.

                    If  a  Participant  who was a divisional  or  former
          divisional employee referred to  above  received an allocation
          under  the  Avondale  ESOP,  and  if  any  or  all   of   such
          Participant's  Avondale  ESOP  Account  is distributed to such
          Participant   prior  to  the  Participant's  commencement   of
          benefits under  the Plan, then for purposes of calculating the
          Accrued Benefit under  the  provisions  of  the Prior Plan the
          following provisions apply:

                    a.  the  value of the distributed ESOP  Account,  as
                        described   in   (b)   below,  for  purposes  of
                        determining the amount of  his  Accrued  Benefit
                        under  the  Prior Plan as of his Early or Normal
                        Retirement Date,  will be added to his remaining
                        ESOP Account before  calculating  the annuitized
                        value of his ESOP Account, and
<PAGE>
                    b.  The  value  of  the distributed ESOP Account  is
                        determined by using  the  market  price  for the
                        shares and other assets held in such Account  as
                        of the close of business on the last trading day
                        of the month following the month the Participant
                        received   a   distribution(s)   from  his  ESOP
                        Account.   This  initial value is increased  for
                        assumed investment  return at the rate of 7% per
                        annum for each year and completed month from the
                        date of the distribution  of all or a portion of
                        the ESOP Account to the Participant's  Early  or
                        Normal Retirement Date under the Plan.

               1.2  Actuarial   Equivalent   shall  mean  a  benefit  of
          equivalent current value to the benefit  which otherwise would
          have been provided to the Participant, determined on the basis
          of (a) the UP-1984 Mortality Table set forward  one  year  for
          males,  set  back four years for females and weighted 95% male
          and  5% female  and  (b)   7.0%  annual  interest.   Provided,
          however,  that  the interest factor used in determining a lump
          sum value shall be as follows: (i) prior to 1997, the interest
          rate used by the  Pension  Benefit  Guaranty Corporation as of
          January 1 of the calendar year in which the determination date
          occurs; and (ii) on or after January  1,  1997, the Applicable
          Interest  Rate.  The Applicable Interest Rate  is  the  annual
          rate of interest on 30-year Treasury securities for the second
          calendar month  preceding  the  Plan Year in which the date of
          determination occurs.  Further, on  or  after January 1, 1997,
          the determination of a lump sum benefit shall  be based on the
          Applicable Mortality Table.  The Applicable Mortality Table is
          the mortality table prescribed in Revenue Ruling  95-6  or any
          successor   publication   of   the   Service.    However,  the
          determination  of  the  annuitized  value of the Participant's
          account  under  the  Avondale  ESOP  for purposes  of  Section
          4.1(a)(iv) and Section 4.1(b)(iii) of  the Plan shall be based
          on no mortality and 7% annual interest for the period, if any,
          from (i) the date the Participant terminates  employment  with
          the  Participating  Employer  or  Non-Participating  Employer,
          retires or becomes totally and permanently disabled, whichever
          is earlier, to (ii) the Participant's Normal Retirement Date.

                    The  above  notwithstanding, for Participants  whose
          Accrued  Benefits are frozen  as  described  in  Section  1.1,
          Actuarial  Equivalent  of  a  benefit  shall mean a benefit of
          equivalent  value  to the benefit which would  otherwise  have
          been provided determined under the terms of a Prior Plan.

               1.3  Actuary shall mean an individual who is an "enrolled
          actuary" in accordance  with  regulations  issued by the Joint
          Board  for  the  Enrollment  of  Actuaries  and who  has  been
          selected by the Committee.
<PAGE>
               1.4  Affiliated Company shall mean any corporation  which
          is  included  with  the  Company  in  a  controlled  group  of
          corporations,  as determined in accordance with Section 414(b)
          of the Code, or  any unincorporated trade or business which is
          under common control  with  the  Company  in  accordance  with
          Section  414(c)  of  the Code, or any organization (whether or
          not incorporated) which  is  a member of an affiliated service
          group with the Company in accordance  with  Section  414(m) of
          the  Code, or any other entity required to be aggregated  with
          the Company  pursuant  to  regulations under Section 414(o) of
          the Code.

               1.5  Avondale ESOP shall  mean  the  Avondale Industries,
          Inc.  Employee  Stock Ownership Plan, effective  September  1,
          1985, as amended from time to time.

               1.6  Beneficiary   shall   mean  the  person  or  persons
          designated by the Participant or former Participant to receive
          benefits  under  the Plan in the event  of  the  Participant's
          death.   Each Beneficiary  designation  shall  be  in  a  form
          prescribed by the Committee.

                    If the Participant is married and designates someone
          other than  his legal spouse, his Beneficiary designation must
          include the written  consent  of  his  spouse  at the time the
          designation  is made.  Such written consent must  approve  the
          Beneficiary designated  and  acknowledge  the  effect  of such
          designation  and must be notarized by a notary public.  If  it
          is established  to  the satisfaction of the Committee that the
          Participant has no spouse, or that the spouse's consent cannot
          be obtained because the  spouse  cannot be located, or because
          of  such  other  circumstances  as  may   be   prescribed   in
          regulations  issued  pursuant to Section 417 of the Code, such
          written consent shall not be required.

                    If no valid  Beneficiary designation is in effect at
          the time of the Participant's  death,  then, to the extent, if
          any,  benefits are payable under the Plan  after  such  death,
          Beneficiary  shall  mean the Participant's legal spouse, if he
          is  married  at  the time  of  his  death,  or  otherwise  the
          Participant's estate.

               1.7  Code shall  mean  the Internal Revenue Code of 1986,
          as  amended  from  time to time  and  any  Regulations  issued
          thereunder.  Reference to any Section of the Code will include
          any successor provision thereto.

               1.8  Committee shall mean the Pension Plan Administrative
          Committee designated  by the Company to administer the Plan in
          accordance with Section 8.1 hereof.

               1.9  Company shall mean Avondale Industries, Inc. and any
          successor company that may continue the Plan.
<PAGE>
               1.10 Compensation  shall  mean, for Employees who are not
          Employees of Avondale Services Corporation  the  monthly  base
          wages  or  salary  paid to such Employees by their Employer in
          effect on July 1 of  each  year,  excluding  bonuses, overtime
          pay,  shift  differentials, severance pay, imputed  income  or
          other non-cash  compensation,  contributions or benefits under
          this Plan, the Performance Share  Plan, the Stock Appreciation
          Plan,  or  any  other  employee benefit  plan,  or  reimbursed
          expenses.  Compensation  shall  include,  however, any pre-tax
          contributions   Employees   elect   to  have  their   Employer
          contribute  to  a plan under Section 125  of  the  Code  or  a
          qualified plan under  Section 401(k) of the Code.  The monthly
          base wages for Employees who are paid on an hourly basis shall
          be determined by multiplying  the  basic hourly rate of pay in
          effect on July 1 by 2,080 and dividing  the result by 12.  The
          monthly base salary for Employees who are  paid  on a salaried
          basis shall be such Employees' base monthly salary  in  effect
          on  July  1  of  each  year.   The  monthly  compensation  for
          Employees  who  are  commission-based  Employees  or  who  are
          classified   by  their  Employer  as  temporary  or  part-time
          employees  shall   be  the  Employees'  Compensation  for  the
          previous calendar year divided by 12.

                    For  Employees  of  Avondale  Services  Corporation,
          Compensation shall  mean  the  total  annual  salaries, wages,
          bonuses and base car allowance paid to such Employees by their
          Employer,  but shall exclude severance pay, any  contributions
          or benefits  under  this Plan, the Performance Share Plan, the
          Stock Appreciation Plan,  or  any other employee benefit plan,
          or reimbursed expenses.  Compensation  shall include, however,
          any  pretax  contributions  Employees  elect   to  have  their
          Employer contribute to a plan under Section 125 of the Code or
          a qualified plan under Section 401(k) of the Code.

                    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.  For years beginning on or after January  1,  1997,  the
          adjusted amount is $160,000.
<PAGE>
                    Unless  otherwise  provided  under  the  Plan,  each
          Section  401(a)(17) Employee's Accrued Benefit under this Plan
          will be the  greater of the Accrued Benefit determined for the
          Employee under a. or b. below minus c. below:

                    a.  the    Employee's    Accrued    Benefit   before
                        subtracting   the   annuitized  value   of   the
                        Participant's ESOP account described in c. below
                        determined with respect  to  the benefit formula
                        as  applied  to  the Employee's total  Years  of
                        Service taken into  account  under  the Plan for
                        the purposes of benefit accruals, or

                    b.  the sum of:

                        i.   the   Employees   Accrued   Benefit  before
                             subtracting  the  annuitized value  of  the
                             Participant's ESOP  account described in c.
                             below as of the last  day  of the last Plan
                             Year  beginning  before  January  1,  1994,
                             frozen    in   accordance   with    Section
                             1.401(a)(4)-13  of the treasury regulations
                             and

                        ii.  the  Employee's  Accrued   Benefit   before
                             subtracting  the  annuitized  value  of the
                             Participant's ESOP account described in  c.
                             below  determined under the benefit formula
                             as  applied  to  the  Employee's  Years  of
                             Service  credited  to the Employee for Plan
                             Years  beginning  on or  after  January  1,
                             1994, for purposes of benefit accruals.

                    c.  the annuitized value of  the  Participant's ESOP
                        account as described in Section 4.1(a)(iv).

          A Section 401(a)(17) Employee means an Employee  whose current
          Accrued   Benefit   as  of  December  31,  1993  is  based  on
          Compensation that exceeded $150,000.

               1.11 Compensation  Year  shall mean each calendar year in
          which an Employee employed by a Participating Employer or Non-
          Participating Employer on December  31st  of  such year, or if
          not  employed  on  such  date is reemployed by a Participating
          Employer or Non-Participating Employer within 12 months of his
          termination of employment.

               1.12 Deferred Retirement  Date  shall  mean  the  date on
          which a Participant retires with a deferred retirement benefit
          under the Plan, as determined in accordance with Section 3.2.

               1.13 Disability  Retirement  Date shall mean the date  on
          which  a  Participant  retires  with a  disability  retirement
          benefit  under  the  Plan, as determined  in  accordance  with
          Section 3.4.
<PAGE>
               1.14 Early Retirement Date shall mean the date on which a
          Participant retires with an early retirement benefit under the
          Plan, as determined in accordance with Section 3.3.

               1.15 Effective Date  shall  mean  January 1, 1997, unless
          otherwise provided herein.

               1.16 An Eligible Employee shall mean  any  Employee  of a
          Participating  Employer;  provided,  however, that an Eligible
          Employee shall not include:  (a) any Employee  who is included
          in  a  unit  of  employees  covered by a negotiated collective
          bargaining  agreement  which  does   not   provide   for   his
          participation  in this Plan; (b) any Employee who is providing
          services pursuant  to  an  oral or written contract or leasing
          arrangement with an unrelated employer, including any Employee
          who  under  a  Participating  Employer's   standard  personnel
          practices,  is  deemed  a subcontractor or a leased  employee;
          (c) any Employee who is a  Leased  Employee;  (d) any Employee
          who,  under  a  Participating  Employer's  standard  personnel
          practices, is deemed an independent contractor (without regard
          to  such person's status for Federal income tax  purposes  and
          without  regard  to  any  subsequent  determination  that such
          person  is  a  common law employee) and (e) any Employee  who,
          under a Participating Employer's standard personnel practices,
          is  deemed  a  contractor,   jobber,  or  a  consultant.   All
          determinations shall be made in  the  sole  discretion  of the
          Participating Employer in a uniform non-discriminating manner.

               1.17 Employee shall mean any person who is employed  by a
          Participating  Employer  or  Non-Participating  Employer  as a
          common   law   employee   receiving  remuneration  subject  to
          withholding for purposes of the Federal Insurance Contribution
          Act  (except that Leased Employees  as  described  in  Section
          414(n)(2) of the Code shall be considered Employees solely for
          purposes  of  determining  whether the requirements of Section
          414(n)(3)  of  the Code are satisfied).   A  director  of  the
          Company is not eligible  for  participation in the Plan unless
          he is also an Employee.

               1.18 Employer shall mean the  Company,  Avondale Services
          Corporation, and any Affiliated Company, subsidiary or related
          entity that adopts this Plan pursuant to authorization  by the
          Board of Directors of the Company.  The list of Employers  and
          the  date  such Employers adopted this Plan shall be contained
          in Appendix A.  A Participating Employer shall mean an entity,
          including  the   Company,   included  in  this  definition  of
          Employer.

               1.19 Employment Year shall  mean  the  twelve consecutive
          month period of employment commencing on the date the Eligible
          Employee performs his first Hour of Service for  the  Employer
          and  each  anniversary  thereof.   The  Employment Year for  a
          reemployed Eligible Employee is determined in Section 2.5.
<PAGE>
               1.20 Entry Date shall mean January 1 or July 1 for anyone
          who  does not become a Participant on or before  December  31,
          1997.   Any  other  reemployed Eligible Employee will become a
          Participant on the date  on  which  he  meets  the eligibility
          requirements  that  were in effect at the time his  employment
          began.

               1.21 ERISA shall  mean  the  Employee  Retirement  Income
          Security   Act   of  1974,  as  amended  from  time  to  time.
          References to any  section  of  ERISA  include  any  successor
          provision thereto.

               1.22 Final   Average   Compensation   shall  mean  for  a
          Participant  who  is  not  an  Employee  of Avondale  Services
          Corporation,  such Participant's average monthly  Compensation
          for the five consecutive Compensation Years out of the ten (or
          fewer)  calendar   years   immediately  prior  to  his  actual
          retirement date, or the date  of  his  earlier  termination of
          employment, as the case may be, during which his  Compensation
          was highest.  If a Participant has less than five Compensation
          Years  on  the  date  of  the calculation of his Final Average
          Compensation,  then  those  Compensation   Years   which   the
          Participant had accumulated on such date shall be utilized.

                    For  Participants  who  are  Employees  of  Avondale
          Services  Corporation,  Final Average Compensation shall  mean
          the  average  annual Compensation  for  the  five  consecutive
          Compensation Years  out  of  the ten (or fewer) calendar years
          immediately prior to his actual  retirement  date, or the date
          of his earlier termination of employment, as the  case may be,
          during  which  his Compensation was highest.  If a Participant
          has less than five  Compensation  Years  on  the  date  of the
          calculation  of  his  Final  Average  Compensation, then those
          Compensation Years which the Participant  has  accumulated  on
          such date shall be utilized.

               1.23 Hour of Service shall mean:

                    a.  Each  hour  for which an Employee is directly or
                        indirectly paid  or  entitled  to  payment  by a
                        Participating   Employer   or  Non-Participating
                        Employer   for   the  performance   of   duties,
                        including periods of vacation and holidays;
<PAGE>
                    b.  Each hour for which  an  Employee is directly or
                        indirectly  paid or entitled  to  payment  by  a
                        Participating   Employer   or  Non-Participating
                        Employer (including payments  made or due from a
                        trust fund or insurer to which the Participating
                        Employer     or    Non-Participating    Employer
                        contributes or  pays  premiums)  on account of a
                        period  of  time  during  which  no  duties  are
                        performed    (irrespective    of   whether   the
                        employment relationship has terminated)  due  to
                        illness,  incapacity,  disability,  layoff, jury
                        duty, or leave of absence, provided that:

                        i.   no more than 501 Hours of Service  shall be
                             credited under this Section 1.23(b)  to  an
                             Employee   on   account   of   any   single
                             continuous period during which the Employee
                             performs no duties; and

                        ii.  Hours  of  Service  shall  not  be credited
                             under  this Section 1.23(b) to an  Employee
                             for a payment  which  solely reimburses the
                             Employee  for  medically  related  expenses
                             incurred by the  Employee  or which is made
                             or due under a plan maintained  solely  for
                             the  purpose  of  complying with applicable
                             workers'     compensation,     unemployment
                             compensation or disability insurance laws;

                    c.  Each  hour not already  included  under  Section
                        1.23(a)   or  (b)  above  for  which  back  pay,
                        irrespective of mitigation of damages, is either
                        awarded or  agreed to by such Employer, provided
                        that crediting  of  Hours  of Service under this
                        Section   1.23(c)   with  respect   to   periods
                        described  in Section  1.23(b)  above  shall  be
                        subject to the limitation therein set forth; and
<PAGE>
                    d.  If  an  Employee  is  absent  from  his  or  her
                        employment  with  the Employer for any period on
                        account  of (i) Parental  Absence,  or  (ii) any
                        paid period of leave recognized under the Family
                        and Medical  Leave  Act  of  1993, such Employee
                        shall  be  credited  with  sufficient  Hours  of
                        Service (not in excess of 501  in any Plan Year)
                        so  that a Break in Service does  not  occur  in
                        either the Employment Year in which such absence
                        begins  (if  credit  is  required  to preclude a
                        Break  in  Service  in  such  year)  or  in  the
                        immediately  following  Employment  Year (if  no
                        credit was awarded in the preceding year).   For
                        purposes  of computing Hours of Service credited
                        under this  paragraph  (d), an Employee shall be
                        credited with (i) Hours  of  Service which would
                        otherwise be credited to such  Employee  without
                        regard  to  the  absence,  or  (ii) 8  Hours  of
                        Service  for  each  day  of  the  absence.   The
                        Committee,  in  its sole discretion, may require
                        (i) evidence that the absence is on account of a
                        reason enumerated  in  this  paragraph  (d), and
                        (ii) evidence as to the duration of the absence.

          The  number  of  Hours of Service to be credited under Section
          1.23(b), (c) or (d)  above on account of a period during which
          an Employee performs no  duties,  and  the Plan Years to which
          Hours  of  Service shall be credited under  Sections  1.23(a),
          (b), (c) or  (d) above shall be determined by the Committee in
          accordance  with   Sections  2530.200b-2(b)  and  (c)  of  the
          Regulations of the U.S. Department of Labor.

               1.24 Investment   Manager   shall  mean  the  individual,
          individuals  or  institution appointed  by  the  Committee  to
          direct the investment  of  all  or  a  part of the Trust Fund.
          Such Investment Manager must:

                    a.  be  (i) registered in good  standing  under  the
                        Investment  Advisors Act of 1940; or (ii) a bank
                        as defined in  such  Act;  or (iii) an insurance
                        company   qualified   to   perform    investment
                        management services under the laws of more  than
                        one State of the United States; and

                    b.  acknowledge  in  writing  its status as a "Named
                        Fiduciary" under the Plan.
<PAGE>
               1.25 A Leased Employee shall mean any person (excluding a
          person  who  is  a  common  law employee of the  Participating
          Employer or Non-Participating  Employer)  who,  pursuant to an
          agreement  between a Participating Employer (or an  Affiliated
          Company) and  any  other  person  ("leasing organization") has
          performed  services  for  the Participating  Employer  (or  an
          Affiliated  Company)  and  related   persons   determined   in
          accordance   with   Section   414(n)(6)  of  the  Code,  on  a
          "substantially full-time basis"  for  a period of at least one
          year  and:   for  Plan  Years  after 1996, such  services  are
          performed  under  the  primary  direction   or  control  of  a
          Participating Employer  (or an Affiliated Employer);  for Plan
          Years   prior   to   1997,  such  services  are  of  the  type
          historically  performed,   in   the   business  field  of  the
          Participating  Employer   (or  an  Affiliated   Employer)   by
          employees.

                    A person is considered to have performed services on
          a "substantially full-time basis" for a period of at least one
          year  if:   (a) during  any  consecutive  12-month period such
          person has performed at least 1,500 Hours of  Service  for the
          Employer  or  (b) during  any consecutive 12-month period such
          person performed services for  the  Employer  for  a number of
          Hours  of Service at least equal to 75% of the average  number
          of hours  that are customarily performed by an employee of the
          Employer in the particular position.

                    Such  a  person will not be a Leased Employee if the
          person  (a)  is covered  by  a  money  purchase  pension  plan
          providing (i) a nonintegrated employer contribution rate of at
          least  10%  of  such   person's   W-2  wages,  (ii)  immediate
          participation, and (iii) full and immediate  vesting,  and (b)
          provided,  the  Leased Employee, determined without regard  to
          whether such person  is  a  participant in the above described
          money purchase plan, do not constitute more than 20 percent of
          the recipient's nonhighly compensated workforce.

                    In the event that any  Leased  Employee subsequently
          becomes  an  Eligible  Employee,  then  unless   the  Plan  is
          otherwise excluded by applicable Treasury Regulations from the
          requirements  of  Code  Section 414(n), the total period  that
          such  former  Leased  Employee   provided   services   to  the
          Participating  Employer  shall be treated under the Plan,  for
          participation eligibility  and  vesting  purposes as though he
          had  been an Employee of the Participating  Employer  or  Non-
          Participating Employer.

               1.26 Non-Participating  Employer shall mean an Affiliated
          Company,   subsidiary  or  related   entity   which   is   not
          participating  in the Plan or which is no longer participating
          in the Plan by reason  of  the recision of a prior designation
          of participation by the Board of Directors of the Company.
<PAGE>
               1.27 Normal Retirement Date shall mean the later of (a) a
          Participant's 65th birthday, or (b) the first day of the month
          coincident  with  or  next following  a  Participant's  fourth
          anniversary of commencement of participation in the Plan.

               1.28 One Year Break  in  Service for Benefit Accrual, for
          purposes of benefit accrual, shall mean a 12-month consecutive
          period following an Employee's Service Termination Date during
          which  the  Employee fails to be  credited  with  an  Hour  of
          Service.  An  Employee's One Year Break in Service for Benefit
          Accrual includes  all  periods  counted  for  benefit  accrual
          purposes prior to 1997 under Plan provisions then in effect.

               1.29 One  Year  Break in Service shall mean an Employment
          Year in which  a Participant has 500 or less Hours of Service,
          effective  as  to each Employee  as  of  his  Employment  Year
          beginning on or after January 1, 1997.

               1.30 Parental  Absence  shall  mean an Employee's absence
          from work, on or after January 1, 1985,  which  has  commenced
          for any of the following reasons:

                    a.  the pregnancy of the Employee;

                    b.  the birth of the Employee's child;

                    c.  the adoption of a child by the Employee; or

                    d.  the  need  to  care  for  the  Employee's  child
                        immediately following its birth or adoption.

                    Provided,  however,  that the Committee, in its sole
          discretion,  may  require evidence  that  any  absence  is  on
          account of a reason  enumerated  herein and evidence as to the
          duration of such absence.
<PAGE>
               1.31 Participant shall mean (a) any Eligible Employee who
          satisfies the participation requirements  set forth in Article
          II,  and  (b) any former Employee on whose behalf  an  Account
          continues to be maintained in the Plan pursuant to Article II.

                    In  the  event  the  Plan fails to pass the coverage
          requirements of Section 410(b) of  the  Code  for a Plan Year,
          certain Employees will be given "Eligible Employee"  status in
          a  number  necessary  to satisfy the coverage requirements  of
          Section 410(b) of the Code.   "Eligible  Employee" status will
          be  given  to  certain  Employees  beginning  first  with  the
          Employee who has both satisfied the participation requirements
          of Article II and has the most recent original employment date
          and continuing in descending original employment  date  order,
          to  the  extent  necessary  for  the Plan to pass the coverage
          requirements of Section 410(b) of  the  Code.   If two or more
          Employees  have  satisfied  the participation requirements  of
          Article  II  and  have  the  same  original  employment  date,
          Employees will be given "Eligible  Employee" status determined
          in alphabetical order of the Employees'  last  names until the
          coverage requirements are met.  Coverage under this  paragraph
          only applies to the year in question.

               1.32 Plan   shall  mean  the  Avondale  Industries,  Inc.
          Pension Plan as set  forth in this document and appendices and
          as amended from time to time.

               1.33 Plan Year shall mean each 12-month period commencing
          on January 1 and ending on the next following December 31.

               1.34 Prior Plan shall  mean the following plans that were
          previously  sponsored  by  the  Company:    (a)  the  Avondale
          Industries, Inc. Pension Plan (reference is to  the plan prior
          to  restatement  in  1988);  (b) the Danly Machine Corporation
          Pension Plan for Salaried Employees; and (c) the Danly Machine
          Corporation Hourly (Non-Union) Pension Plan.

               1.35 Service Termination  Date shall mean the earliest of
          the following:

                    a.  the  date  on  which  an  Employee  resigns,  is
                        discharged, retires or dies;

                    b.  the first anniversary  of  the  date on which an
                        Employee is laid off, starts an authorized leave
                        of absence, or is absent from work for any other
                        reason (other than those instances covered under
                        Sections  1.35(a) and (c)), including  holidays,
                        paid  vacations,  sick  leaves  and  absence  on
                        account of disability;

                    c.  the second  anniversary  of the date on which an
                        Employee commenced a Parental  Absence,  if such
                        Employee  has  not  yet returned to work with  a
                        Participating or Non-Participating Employer.
<PAGE>
               1.36 Social Security Retirement  Age  shall  mean the age
          used  as the retirement age for the Participant under  Section
          216(1)  of  the  Social Security Act, except that such section
          shall be applied without  regard  to  the age increase factor,
          and as if the early retirement age under  Section 216(1)(2) of
          such Act were 62.

               1.37 Straight  Life  Annuity shall mean  an  annuity  for
          life, ending with the payment due on the last day of the month
          coincident with or preceding  the  date  of  the Participant's
          death.

               1.38 Ten  Year  Certain  and  Life Annuity shall  mean  a
          benefit providing an annuity for the  life of the Participant,
          ending  with the payment due on the first  day  of  the  month
          coincident  with  or  preceding  the date of his death, with a
          guaranteed  payment  period  of  120 months,  and  as  further
          described in Article VI.

               1.39 Trustee  shall mean the individual,  individuals  or
          institution appointed  by  the  Board of Directors of Avondale
          Industries,  Inc.  to act in accordance  with  the  applicable
          provisions of the Plan.

               1.40 Trust Agreement  shall  mean  the  agreement  by and
          between  the  Employer  and the Trustee, as said Agreement may
          from time to time be amended.

               1.41 Trust Fund or Fund shall mean all assets held by the
          Trustee in accordance with this Plan and the Trust Agreement.

               1.42 Year  of  Service   shall   mean,  for  purposes  of
          eligibility to participate and vesting,  any  Employment  Year
          beginning  on  or  after  January 1, 1997 in which an Employee
          completes  1000  Hours  of  Service  with  the  Employer.   An
          Employee's Years of Service include all periods counted as the
          Employee's Years of Service earned  prior  to  1997 under Plan
          provisions then in effect.

                    All  of  the  Employee's Years of Service  with  the
          Employer shall be taken into  account  including service prior
          to  the  year  the Employee meets the definition  of  Eligible
          Employee, for purposes  of  satisfying  the Plan's eligibility
          requirements  and  for  calculating  a  Participant's   Vested
          Interest  in  his  Employer  Contribution  Account unless such
          periods of service are disregarded pursuant  to Section 2.5 of
          the Plan.
<PAGE>
               1.43 Year of Benefit Service shall mean a 12-month period
          commencing  on  the  date the Eligible Employee completes  one
          Hour of Service, but counting  only  months  while an Eligible
          Employee, (or such later date of participation as specified in
          Appendix A) or anniversary thereof during which he is employed
          by a Participating Employer, provided that:

                    a.  An Employee shall be credited with  one  Year of
                        Benefit  Service for each 12 complete months  of
                        employment, whether or not consecutive.

                    b.  An  Employee   shall  cease  accruing  Years  of
                        Service on his Service  Termination Date, except
                        if such Employee performs  an  Hour  of  Service
                        within  the  12  month  period commencing on his
                        Service Termination Date,  his period of absence
                        shall be treated as employment.

                    c.  Years of Benefit Service shall  include  any one
                        or  more  of  the following, if they occur while
                        the Employee is an Eligible Employee:

                        i.   any period of absence because of Service in
                             the  Uniformed  Services  for  a  Returning
                             Veteran;

                        ii.  any period  of  layoff not in excess of one
                             year in duration;

                        iii. any period while  the  Eligible Employee is
                             on  an approved leave of  absence  with  or
                             without pay (including any leave of absence
                             for maternity or paternity reasons);

                        iv.  any other  period  of absence approved by a
                             Participating Employer or Non-Participating
                             Employer  including  paid   holidays,  paid
                             vacations and sick leaves;

                        v.   any  other  period of absence during  which
                             the Eligible  Employee does not incur a One
                             Year Break in Service  for Benefit Accrual;
                             provided the Employee returns to work as an
                             Eligible  Employee  with  a   Participating
                             Employer   or   Non-Participating  Employer
                             within  the  one-year   period   after  his
                             Service Termination Date;

                        vi.  to the extent not otherwise credited above,
                             the  first 12 months of a Parental  Absence
                             if the Employee provides the Committee with
                             any evidence  it  may reasonably require to
                             determine that the absence is on account of
                             such Parental Absence.
<PAGE>
                    Except as otherwise specifically provided under this
          Section 1.43, a partial Year of Service shall be determined by
          dividing  the  number of days of employment,  whether  or  not
          consecutive, by the number of days in the calendar year.

                    An Employee's  Years  of Benefit Service include all
          periods counted for benefit accrual  purposes  prior  to  1997
          under  the  Plan  then in effect.  Notwithstanding anything in
          the  Plan  to  the contrary,  the  Years  of  Service  of  any
          Participant determined  as  of  January  1, 1988, shall not be
          less than the number of years he would have  had  on such date
          under  the terms of a Prior Plan as in effect on December  31,
          1987.


<PAGE>
                                    ARTICLE II
                                  PARTICIPATION
                                  -------------

               2.1   Eligibility Requirements.   An Employee is eligible
          to  participate  only after he (a) attains  age  21;  (b)  has
          completed  one  Year  of  Service;  and  (c)  is  an  Eligible
          Employee.

               2.2   Commencement  of Participation.   An Employee shall
          become a Participant on the first Entry Date on which he is an
          Eligible  Employee  and  which  coincides with or  immediately
          follows  the  completion  of  the requirements  set  forth  in
          Section 2.1.  However, no Employee  shall become a Participant
          prior to the effective date of the adoption of the Plan by his
          Employer.

                    Employees or former employees whose Accrued Benefits
          are frozen as described in Section 1.1  under  the  applicable
          provisions of a Prior Plan shall not be entitled to a  benefit
          in excess of their frozen Accrued Benefit.

               2.3   Termination of  Participation.  A Participant shall
          terminate his active participation  hereunder  on  the date he
          retires,  dies,  becomes  permanently  disabled, or terminates
          employment with his Participating Employer for any reason.

               2.4   Transfers.  The following  provisions shall  govern
          in the case of Employees who change employment status:

                    a.  In  the  event  that  a  Participant   transfers
                        directly  from  one  Participating  Employer  to
                        another Participating Employer, he shall  not be
                        deemed  to  have  terminated  his  participation
                        under   the   Plan   but  shall  thereafter   be
                        considered for all purposes  of  the  Plan as an
                        Eligible     Employee    of    the    succeeding
                        Participating  Employer  from  the  date of such
                        transfer.

                    b.  In the event that an Employee of a Participating
                        Employer either (i) transfers directly to a Non-
                        Participating Employer or (ii) becomes  a member
                        of  an ineligible class of Employees so that  he
                        is no longer considered an Eligible Employee, he
                        shall  be  credited with Years of Service during
                        such  period   of   employment   with  the  Non-
                        Participating  Employer  for  vesting   purposes
                        under this Plan, but shall not be credited  with
                        Years  of  Benefit Service during such period of
                        employment  for   purposes  of  determining  the
                        amount of his Accrued  Benefit  under this Plan.
                        Such  Participant  shall  be  entitled  only  to
                        benefits under the provisions of  the Plan as in
                        effect on the date he ceased to be  an  Eligible
                        Employee.
<PAGE>
                    c.  In   the  event  that  an  Employee  of  a  Non-
                        Participating   Employer  either  (i)  transfers
                        directly  to a Participating  Employer  or  (ii)
                        otherwise becomes an Eligible Employee, he shall
                        be credited  with  Years  of  Service during his
                        employment  with the Non-Participating  Employer
                        or  during a period  in  which  he  was  not  an
                        Eligible  Employee  for  vesting  purposes under
                        this  Plan,  but  he shall not be credited  with
                        Years of Benefit Service  during  such period of
                        employment  for  purposes  of  determining   the
                        amount  of  his Accrued Benefit under this Plan.
                        Such Employee  shall become a Participant on the
                        date of such transfer,  provided  he  meets  the
                        requirements  of  Sections  1.16  and  2.1 or if
                        later,   the   date   on  which  he  meets  such
                        requirements.

                    d.  In the event that a Participant  transfers  from
                        any  Participating Employer (other than Avondale
                        Services   Corporation)   or  Avondale  Services
                        Corporation (the "Transferor  Employer")  to any
                        Participating   Employer  (other  than  Avondale
                        Services  Corporation)   or   Avondale  Services
                        Corporation  (the  "Transferee Employer"),  such
                        Participant's Accrued  Benefit shall be equal to
                        the sum of (i) the Participant's Accrued Benefit
                        based  on  his Years of Benefit  Service  earned
                        while an Employee of the Transferor Employer and
                        his Final Average Compensation as of the date of
                        his transfer, and (ii) the Participant's Accrued
                        Benefit based  on  his  Years of Benefit Service
                        earned  while  an  Employee  of  the  Transferee
                        Employer and his Final  Average  Compensation as
                        of  the  date  of his termination of  employment
                        with such Transferee  Employer.  Notwithstanding
                        the  previous sentence,  in  no  event  shall  a
                        Participant's  Accrued  Benefit be less than the
                        Accrued  Benefit to which  he  would  have  been
                        entitled had  he  always been an Employee of the
                        Transferor Employer for the entire period during
                        which he earned Years of Benefit Service.
<PAGE>
               2.5   Reemployment  of  an  Eligible  Employee  or Former
          Participant.  Except  as  provided  in   Section   2.4,   when
          applicable, the following reemployment rules apply:

                    a.  Reemployment  Within  One Month.  If an Eligible
                        Employee   (whether   or  not   a   Participant)
                        terminates employment and  is  reemployed before
                        the  end  of  the  month  of  termination,   his
                        termination is ignored for all purposes.

                    b.  Reemployment of a Former Participant.  Except as
                        provided    in   Section   2.5(f),   a   "Former
                        Participant"   is  an  Employee  who  terminated
                        employment after  the  Entry  Date following the
                        date on which he met the requirements of Section
                        1.16  and  2.1.   A  Former Participant  who  is
                        reemployed within twelve  (12)  months  from his
                        Service  Termination  Date becomes a Participant
                        on his reemployment date.   His termination date
                        is ignored for benefit accrual  purposes  and he
                        has  a Year of Service for vesting purposes  for
                        each Employment  Year  in which he has completed
                        1000 Hours of Service.

                        A  Former Participant who  is  reemployed  after
                        twelve months from his Service Termination Date,
                        shall  become  a  Participant  (without  waiting
                        until an Entry Date) after he completes One Year
                        of    Benefit   Service   from   his   date   of
                        reemployment.   If  reinstated  as a Participant
                        past  Years of Benefit Service for  purposes  of
                        benefit  accrual  purposes  will be added to any
                        Years   of   Benefit   Service   earned    after
                        reemployment  and  past  Years  of  Service  for
                        purposes  of  vesting will be added to any Years
                        of Service earned  after  reemployment.   If the
                        Former   Participant  is  not  reinstated  as  a
                        Participant,  he  will not accrue any additional
                        vesting or Benefit Service.

                    c.  Resetting the Employment  Year.   If an Eligible
                        Employee  (whether  or  not  a  Participant)  is
                        reemployed, his Employment Year, for purposes of
                        eligibility to participate and vesting, is reset
                        based on his reemployment date if  the following
                        conditions are met:

                        i.   the  Eligible  Employee  is  not reemployed
                             until after the end of the Employment  Year
                             of his Service Termination Date, and

                        ii.  the  Eligible Employee has a One Year Break
                             in Service  in the Employment Year prior to
                             the Employment  Year  of  his  reemployment
                             date.
<PAGE>
                    d.  Reemployment of a Non-Participant.

                        i.   If an Eligible Employee who had  not become
                             a   Participant   is   reemployed  and  his
                             Employment Year is not reset,  he becomes a
                             Participant  on the first Entry Date  after
                             he meets the requirements  of Sections 1.16
                             and 2.1.

                        ii.  If an Eligible Employee who  had not become
                             a   Participant   is  reemployed  and   his
                             Employment  Year is  reset,  he  becomes  a
                             Participant on  the  first Entry Date after
                             he meets the requirements of  Sections 1.16
                             and  2.1.   Hours  of  Service   prior   to
                             reemployment   are   not   considered   for
                             purposes   of  determining  eligibility  to
                             participate.

                        iii. If an Eligible  Employee who had previously
                             met the requirements  of  Sections 1.16 and
                             2.1  but had not yet become  a  Participant
                             because  he  was  not  employed on an Entry
                             Date is reemployed and his  Employment Year
                             is not reset, he shall become a Participant
                             as   of  the  first  Entry  Date  following
                             reemployment.  If such Eligible Employee is
                             reemployed   and  his  Employment  Year  is
                             reset, he shall become a Participant on the
                             first Entry Date  following  the completion
                             of one Year of Service.

                    e.  Reemployment  of Non-Vested Participant.   If  a
                        Participant who  was  not  fully  vested  in his
                        Accrued  Benefit  terminates  employment and had
                        accrued less than five Years of Benefit Service,
                        is  reemployed after incurring five  consecutive
                        One Year  Breaks in Service for Benefit Accrual,
                        he  shall be  treated  as  a  new  employee  for
                        purposes of his Accrued Benefit and any Years of
                        Benefit  Service  accumulated  by  him  prior to
                        termination shall be disregarded.

                        If a Participant who was not fully vested in his
                        Accrued  Benefit  terminates  employment and  is
                        reemployed after incurring the  greater  of  (i)
                        five  consecutive  One Year Breaks in Service or
                        (ii) the aggregate number  of  Years  of Service
                        prior to termination, he shall be treated  as  a
                        new  employee  for  purposes  of vesting and any
                        Years  of Service accumulated by  him  prior  to
                        termination  shall be disregarded.  For purposes
                        of participation, see Section 2.5(b).
<PAGE>
                    f.  Reemployment  of   Vested   Participant.   If  a
                        Participant  who  was  vested  in   his  Accrued
                        Benefit terminates employment and is  reemployed
                        after  any number of One Year Breaks in  Service
                        or any number  of  One  Year  Breaks  in Benefit
                        Service,   he   shall   be   reinstated   as   a
                        Participant,  if  he  is  an  Eligible Employee,
                        after  he  completes  a Year of Benefit  Service
                        from  his date of reemployment.   His  Years  of
                        Service and Years of Benefit Service accumulated
                        before  his  termination  shall  be added to any
                        Years  of  Service and Years of Benefit  Service
                        which  subsequently  accumulate.   However,  his
                        Employment  Year may be reset based on the rules
                        stated in Section 2.5(c).

                    g.  Reemployment After Commencement of Benefits.  If
                        the  Participant   was  vested  in  his  Accrued
                        Benefit  and  payment   of   such  benefits  had
                        commenced   or  if  the  Participant   otherwise
                        received  a  distribution  pursuant  to  Section
                        14.6,

                        i.   his benefit  payments  shall  be  suspended
                             during the period of his resumed employment
                             for  any  month  in  which  he is regularly
                             scheduled in "Section 203(a)(3)(B) service"
                             within   the  meaning  of  ERISA  and,   if
                             suspended,  shall  recommence  on the first
                             day  of the month next following  cessation
                             of his employment;

                        ii.  he shall  be  eligible for additional Years
                             of  Benefit Service  as  a  result  of  his
                             resumed  participation  in  accordance with
                             the provisions of the Plan;

                        iii. if  he  shall  die  during  the  period  of
                             resumed  participation,  benefits shall  be
                             payable in accordance with  the  provisions
                             of Article VI; and

                        iv.  any benefits subsequently payable under the
                             Plan  shall  be  reduced on account of  any
                             benefit  payments  previously   made;   but
                             notwithstanding any other provision of this
                             Section   2.5(h)   to   the  contrary,  any
                             benefits subsequently payable  shall not be
                             reduced  below  the  level of benefits  (or
                             Actuarial Equivalent thereof)  which  would
                             have  been  payable  in  the absence of the
                             Participant's resumed participation.
<PAGE>
               2.6   Rights of Returning Veterans.  This Section applies
          to Returning Veterans who apply for reemployment  on  or after
          December 12, 1994.

                    a.  Definitions

                        i.   Compensation.    The   Compensation   of  a
                             Returning Veteran for a prior year in which
                             a makeup contribution is required under the
                             Uniformed     Services    Employment    and
                             Reemployment Rights  Act  shall  be (a) the
                             pay   the   Returning  Veteran  would  have
                             received if not  in  the Uniformed Services
                             (including wage increases  and  bonuses) or
                             (b) if it is not "reasonably certain"  what
                             the  pay rate during the Uniformed Services
                             would  have  been,  the Returning Veteran's
                             average earnings during  the  twelve months
                             (or shorter period, if applicable) prior to
                             the Service in the Uniformed Services.

                        ii.  Returning   Veteran   means   a  reemployed
                             Employee who gave notice to the  Company of
                             his  impending  service  in  the  Uniformed
                             Services, (unless such notice was precluded
                             by  military  necessity  or  was  otherwise
                             impossible   or   unreasonable),   and  the
                             cumulative   length  of  absence  from  the
                             Company  by  reason   of   Service  in  the
                             Uniformed  Services  does not  exceed  five
                             years.

                        iii. Service in the Uniformed Services means the
                             performance  of  duty  on  a  voluntary  or
                             involuntary basis in a "Uniformed  Service"
                             and includes:  active duty, active duty for
                             training, initial active duty for training,
                             inactive  duty training, full-time National
                             Guard duty, and a period for which a person
                             is absent from a position of employment for
                             the purpose  of an examination to determine
                             the fitness of  the  person  to perform any
                             such   duty.    The   "Uniformed  Services"
                             include the Armed Forces, the Army National
                             Guard,  and  the  Air National  Guard  when
                             engaged  in  active  duty   for   training,
                             inactive   duty   training,   or  full-time
                             National Guard duty; the commissioned corps
                             of the Public Health Service; and any other
                             category  of  persons  designated   by  the
                             President  of the United States in time  of
                             war or emergency.

                    b.  Years of Benefit  Service  shall mean any period
                        of absence because of Service  in  the Uniformed
                        Services for a Returning Veteran.
<PAGE>
                    c.  Break  in  Service.  If a Returning Veteran  was
                        absent from  his  or  her  employment  with  the
                        Employer  on account of Service in the Uniformed
                        Services,  the   Returning   Veteran   shall  be
                        credited  with  sufficient  Hours of Service  so
                        that a Break in Service does not occur.

                    d.  Vesting.   To  the  extent  not credited  above,
                        Hours  of  Service  will also be  credited,  for
                        vesting purposes, based  on  the  customary work
                        week of the Employee for periods of  Service  in
                        the   Uniformed   Services   (as   required   by
                        applicable law).


<PAGE>
                                    ARTICLE III
                        ELIGIBILITY FOR RETIREMENT INCOME
                        ---------------------------------

               3.1   Normal  Retirement  Date.   A  Participant's Normal
          Retirement Date shall be the later of (a) a Participant's 65th
          birthday, or (b) the first day of the month coincident with or
          next   following   a   Participant's   fourth  anniversary  of
          commencement of participation in the Plan.   Upon reaching his
          Normal Retirement Date, a Participant's right  to  his Accrued
          Benefit   shall  be  fully  vested  and  non-forfeitable.    A
          Participant  who  attains  his Normal Retirement Date shall be
          entitled to a normal retirement  income determined pursuant to
          Section 4.1.

               3.2   Deferred  Retirement  Date.    A   Participant  may
          continue  his  employment after his Normal Retirement Date and
          retire on the first  day  of  any  month thereafter, such date
          being  known  as his Deferred Retirement  Date.   An  Employee
          continuing his  employment  beyond  his Normal Retirement Date
          shall be eligible for participation in  the  Plan  on the same
          basis  as  any  other Employee.  A Participant retiring  on  a
          Deferred Retirement  Date  shall  be  entitled  to  a deferred
          retirement income determined pursuant to Section 4.2.

                    Notwithstanding  the foregoing, if required  by  the
          Board of Directors of the Company, a high-ranking executive or
          other policy-making individual  with  an aggregate anticipated
          annual  retirement  benefit, including benefits  not  provided
          under  the Plan, of $44,000  or  more,  when  expressed  as  a
          Straight  Life  Annuity,  shall not be allowed to continue his
          employment after his Normal  Retirement  Date and shall retire
          on such Normal Retirement Date, all as determined by the Board
          of  Directors  under  uniform  rules  and  in accordance  with
          applicable law and Regulations.

               3.3   Early  Retirement  Date.   A  Participant   who has
          completed at least ten Years of Benefit Service may retire  on
          the  first  day of any month following his 55th birthday, such
          date being known  as  his  Early  Retirement  Date;  provided,
          however,  that  such  Participant provides the Committee  with
          written notice at least  60 days prior to his Early Retirement
          Date.
<PAGE>
               3.4   Disability Retirement Date.   A Participant who has
          completed  at  least ten Years of Service may  retire  on  the
          first day of any  month  following  twelve months of total and
          permanent disability, such date being  known as his Disability
          Retirement Date.  Effective January 1, 1989, a Participant who
          has completed at least five Years of Service may retire on the
          first day of any month following twelve  months  of  total and
          permanent  disability, such date being known as his Disability
          Retirement Date.

                    For  purposes  of  the  Plan, a Participant shall be
          considered totally and permanently  disabled  if he suffers an
          illness or injury which prevents him from performing duties of
          any  substantially  gainful  activities  due to any  medically
          determinable cause, as determined by the Committee,  and which
          qualifies  him for commencement of benefits for permanent  and
          total disability under Federal Old Age and Survivor Insurance.
          A Participant  retiring  on a Disability Retirement Date shall
          be  entitled  to  a disability  retirement  income  determined
          pursuant  to  Section   4.4;   provided,  however,  that  such
          disability retirement income shall  not  be payable during any
          period  of time prior to the Participant's  Normal  Retirement
          Date during  which  the Participant receives disability income
          benefits under a long-term  disability program provided by the
          Participating Employer, including  any  Worker's  Compensation
          benefits, or under a disability program made available  to the
          Participant  by  the  Participating  Employer  through payroll
          deductions.

               3.5   Vesting  Date.   A Participant who has completed at
          least five Years of Service  shall  be  vested  in his Accrued
          Benefit  and  entitled to a deferred vested retirement  income
          determined pursuant to Section 4.5.  Prior to January 1, 1989,
          a  Participant  who   terminates   his   employment   with   a
          Participating  Employer or a Non-Participating Employer before
          he is eligible to  retire  on  a  Normal,  Early or Disability
          Retirement Date but on or after completing at  least ten Years
          of Service, shall be vested in his Accrued Benefit.

                    The  above  notwithstanding, an employee  or  former
          employee whose Accrued  Benefit  is  frozen  as  described  in
          Section  1.1  under  the applicable provisions of a Prior Plan
          shall be fully vested in such Benefit.

                    For purposes  of  this Section 3.5, if a Participant
          terminates employment with zero  vesting, the Participant will
          be deemed to have received a distribution  and  the non-vested
          portion  shall  be  immediately  forfeited.  For a Participant
          first credited with an Hour of Service after December 31, 1987
          who   terminates   employment  with  a  zero   benefit,   such
          Participant will be  deemed to have received his full benefit,
          vested  and nonvested.   A  Participant  can  have  a  benefit
          restored  after reemployment, but only under the circumstances
          described in Section 2.5.


<PAGE>
                                     ARTICLE IV
                      AMOUNT OF RETIREMENT INCOME AND PAYMENTS
                      ----------------------------------------

               4.1   Normal Retirement Income.     A   Participant   who
          retires in accordance  with Section  3.1 shall be  entitled to
          receive  a  normal  retirement  income  equal  to  his Accrued
          Benefit computed as follows:

                    a.  For  a  Participant  who  is  not an Employee of
                        Avondale  Services  Corporation,   his   monthly
                        Accrued Benefit shall equal the product of  [(i)
                        times  (ii)],  minus  (iii), minus (iv) plus (v)
                        where:

                        i.   Equals  25%  of  the   Participant's  Final
                             Average Compensation not  in excess of $550
                             plus   40%  of  such  Participant's   Final
                             Average Compensation in excess of $550;

                        ii.  Equals a fraction the numerator of which is
                             the Participant's  Years of Benefit Service
                             up  to  a  maximum  of  30  years  and  the
                             denominator of which is 30;

                        iii. Equals  the  amount,  if  any,  of  monthly
                             annuity   purchased   on  behalf   of   the
                             Participant in 1985 to  be paid directly to
                             the Participant, commencing  at retirement,
                             from  Massachusetts  Mutual Life  Insurance
                             Company; and

                        iv.  Equals the monthly annuitized  value of the
                             Participant's   account  (and  any  account
                             derived from such  Participant's account or
                             any account from which  such  Participant's
                             account  was derived, as the case  may  be)
                             under  the  Avondale  ESOP,  which  is  the
                             Actuarial  Equivalent  value  of the market
                             value  of  the Participant's Avondale  ESOP
                             account  determined  by  using  the  market
                             price for  the shares and other assets held
                             in such Account as of the close of business
                             on the last  trading day of the month which
                             is coincident with or precedes the date the
                             Participant terminates  employment with the
                             Participating Employer or Non-Participating
                             Employer,  retires or becomes  totally  and
                             permanently disabled, whichever is earlier,
                             excluding  any   shares   or  other  assets
                             allocated to such Account on  or  after the
                             date  the Participant terminates employment
                             with the  Participating  Employer  or  Non-
                             Participating  Employer, retires or becomes
                             totally and permanently disabled, whichever
                             is earlier (other  than allocations for the
                             preceding ESOP plan  year  occurring in the
                             first  quarter  of  the Plan Year  of  such
                             termination).
<PAGE>
                             Pursuant to the provisions  of Sections 4.7
                             and 6.1, such retirement income  determined
                             under this Section 4.1(a) shall be  payable
                             monthly,  beginning  on  the  Participant's
                             Normal Retirement Date and ending  upon the
                             Participant's death.

                        v.   an  additional Accrued Benefit pursuant  to
                             Section 4.8, if applicable.

                    b.  For a Participant who is an Employee of Avondale
                        Services Corporation, his annual Accrued Benefit
                        shall equal  the greater of the benefit obtained
                        in (i) or (ii), minus (iii) plus (iv) where:

                        i.   Equals  1.5%  of  the  Participant's  Final
                             Average  Compensation   multiplied  by  the
                             Participant's  Years  of  Benefit   Service
                             accrued after September 27, 1985;

                        ii.  Equals  1.5%  of  the  Participant's  Final
                             Average   Compensation  multiplied  by  the
                             Participant's   Years  of  Benefit  Service
                             (including such service with Ogden American
                             Corporation), minus  the  benefit,  if any,
                             which  the  Participant receives under  the
                             Ogden American  Corporation  Pension  Plan,
                             minus  the  amount,  if  any, of the annual
                             annuity   purchased   on  behalf   of   the
                             Participant in 1985 to  be paid directly to
                             the Participant, commencing  at retirement,
                             from  Massachusetts  Mutual Life  Insurance
                             Company; and
<PAGE>
                        iii. Equals the monthly annuitized  value of the
                             Participant's   account  (and  any  account
                             derived from such  Participant's account or
                             any   such   account   from    which   such
                             Participant's account was derived,  as  the
                             case may be) under the Avondale ESOP, which
                             is  the  Actuarial  Equivalent value of the
                             market value of the Participant's  Avondale
                             ESOP account determined by using the market
                             price for the shares and other assets  held
                             in such Account as of the close of business
                             on  the last trading day of the month which
                             is coincident with or precedes the date the
                             Participant  terminates employment with the
                             Participating Employer or Non-Participating
                             Employer, retires  or  becomes  totally and
                             permanently disabled, whichever is earlier,
                             excluding   any   shares  or  other  assets
                             allocated to such Account  on  or after the
                             date the Participant terminates  employment
                             with  the  Participating  Employer or  Non-
                             Participating Employer, retires  or becomes
                             totally and permanently disabled, whichever
                             is earlier (other than allocations  for the
                             preceding  ESOP plan year occurring in  the
                             first quarter  of  the  Plan  Year  of such
                             termination).

                             Pursuant to the provisions of Sections  4.7
                             and  6.1, such retirement income determined
                             under  this Section 4.1(b) shall be payable
                             monthly  in  equal  amounts of 1/12 of such
                             annual Accrued Benefit,  beginning  on  the
                             Participant's  Normal  Retirement  Date for
                             his  lifetime,  with the provision that  if
                             the Participant's  death  occurs  before he
                             has  received  120  monthly  payments,  the
                             remaining number of such payments  shall be
                             paid   to  the  person  designated  as  his
                             Beneficiary.

                        iv.  an additional  Accrued  Benefit pursuant to
                             Section 4.8, if applicable.

                        For purposes of determining the  amount by which
                        a Participant's Accrued Benefit shall be reduced
                        as  determined  under  Section  4.1(a)(iv)   and
                        Section  4.1(b)(iii),  the number of shares held
                        in the Participant's account  (and  any  account
                        derived  from such Participant's account or  any
                        such  account   from  which  such  Participant's
                        account was derived,  as the case may be) in the
                        Avondale ESOP shall be  increased by the number,
                        including fractions, of any  shares  which  have
                        been distributed to the Participant prior to the
                        date  of  the  calculation  of the Participant's
                        Accrued Benefit.
<PAGE>
               4.2   Deferred  Retirement  Income.   A  Participant  who
          retires  on  a  Deferred  Retirement  Date  in accordance with
          Section 3.2 shall be entitled to receive a deferred retirement
          income  equal  to  the normal retirement amount  described  in
          Section 4.1(a) or (b),  whichever is applicable, determined as
          of his actual retirement  date,  based on his Years of Benefit
          Service   and  Final  Average  Compensation   at   retirement.
          Pursuant to  the  provisions  of  Sections  4.7  and  6.1, for
          Participants  who  are  not  Employees  of  Avondale  Services
          Corporation, such retirement income shall be payable beginning
          on the Participant's Deferred Retirement Date and ending  upon
          the  Participant's  death.   Pursuant  to  the  provisions  of
          Sections  4.7  and  6.1, for Participants who are Employees of
          Avondale Services Corporation, such retirement income shall be
          payable monthly in equal  amounts  of  1/12  of  such Benefit,
          beginning  on the Participant's Deferred Retirement  Date  for
          his lifetime,  with  the  provision  that if the Participant's
          death occurs before he has received 120  monthly payments, the
          remaining number of such payments shall be  paid to the person
          designated as his Beneficiary.

               4.3   Early Retirement Income.  A Participant who retires
          on  an  Early  Retirement Date in accordance with Section  3.3
          shall be entitled  to receive a retirement income beginning at
          his Normal Retirement Date determined as follows:

                    a.  For a  Participant  who  is  not  an Employee of
                        Avondale   Services   Corporation,   his   early
                        retirement income shall be equal to the  product
                        of [(i) times (ii)] minus (iii) plus (iv) where:

                        i.   Equals  the product obtained by multiplying
                             the   amount   determined   under   Section
                             4.1(a)(i) times the amount determined under
                             Section  4.1(a)(ii),  based  on  his  Final
                             Average   Compensation  as  of  his  actual
                             retirement    date.     For   purposes   of
                             calculating the amount described in Section
                             4.1(a)(ii), Years of Benefit  Service shall
                             be   calculated  assuming  the  Participant
                             remained    employed   until   his   Normal
                             Retirement Date  (up  to  a  maximum  of 30
                             years);

                        ii.  Equals  a  fraction, the numerator of which
                             is  the  Participant's   Years  of  Benefit
                             Service  as  of his actual retirement  date
                             and  the  denominator   of   which  is  the
                             Participant's  Years  of  Benefit   Service
                             assuming  the Participant remained employed
                             until his Normal Retirement Date; and

                        iii. Equals the  sum  of  the amounts determined
                             under  Section  4.1(a)(iii)   and   Section
                             4.1(a)(iv).

                        iv.  an  additional Accrued Benefit pursuant  to
                             Section 4.8, if applicable.
<PAGE>
                        If the Participant  has  completed  ten  or more
                        Years  of  Benefit  Service  and elects to begin
                        receiving  his early retirement  income  on  his
                        Early Retirement  Date,  such  early  retirement
                        income  shall be reduced by a percentage  amount
                        specified  in  Appendix  B  for  each month that
                        commencement upon his actual retirement  date of
                        his  early retirement income precedes his Normal
                        Retirement  Date.  Pursuant to the provisions of
                        Sections 4.7  and  6.1,  such  retirement income
                        determined  under this Section 4.3(a)  shall  be
                        payable monthly  beginning  on the Participant's
                        Early  Retirement  Date  and  ending   upon  the
                        Participant's death.

                    b.  For a Participant who is an Employee of Avondale
                        Services   Corporation,   his  early  retirement
                        income shall be equal to the  normal  retirement
                        amount  described  in Section 4.1(b), determined
                        as of his actual retirement  date  based  on his
                        Years  of  Benefit  Service  and  Final  Average
                        Compensation at actual retirement.

                        If  the  Participant  has  completed ten or more
                        Years  of Benefit Service and  elects  to  begin
                        receiving  his  early  retirement  income on his
                        Early  Retirement  Date,  such  early retirement
                        income  shall be reduced by a percentage  amount
                        specified  in  Appendix  B  for  each month that
                        commencement upon his actual retirement  date of
                        his  early retirement income precedes his Normal
                        Retirement  Date.  Pursuant to the provisions of
                        Sections 4.7  and  6.1,  such  retirement income
                        determined  under this Section 4.3(b)  shall  be
                        payable monthly in equal amounts of 1/12 of such
                        annual  Accrued   Benefit   beginning   on   the
                        Participant's  Early  Retirement  Date  for  his
                        lifetime,   with   the  provision  that  if  the
                        Participant's  death   occurs   before   he  has
                        received  120  monthly  payments,  the remaining
                        number  of  such payments shall be paid  to  the
                        person designated as his Beneficiary.
<PAGE>
               4.4   Disability Retirement  Income.   A  Participant who
          retires  on  a  Disability  Retirement Date in accordance with
          Section 3.4 shall be entitled  to  receive a retirement income
          beginning at his Normal Retirement Date determined as follows:

                    a.  For a Participant who  is  not  an  Employee  of
                        Avondale  Services  Corporation,  his disability
                        retirement income shall be equal to  the product
                        of [(i) times (ii)] minus (iii) plus (iv) where:

                        i.   Equals  the product obtained by multiplying
                             the   amount   determined   under   Section
                             4.1(a)(i) times the amount determined under
                             Section  4.1(a)(ii),  based  on  his  Final
                             Average   Compensation  as  of  his  actual
                             retirement    date.     For   purposes   of
                             calculating the amount described in Section
                             4.1(a)(ii), Years of Benefit  Service shall
                             be   calculated  assuming  the  Participant
                             remained    employed   until   his   Normal
                             Retirement Date  (up  to  a  maximum  of 30
                             years);

                        ii.  Equals  a  fraction, the numerator of which
                             is  the  Participant's   Years  of  Benefit
                             Service  as  of his actual retirement  date
                             and  the  denominator   of   which  is  the
                             Participant's  Years  of  Benefit   Service
                             assuming  the Participant remained employed
                             until his Normal Retirement Date; and

                        iii. Equals the  sum  of  the amounts determined
                             under  Section  4.1(a)(iii)   and   Section
                             4.1(a)(iv).  For Participants who elect  to
                             begin   receiving   disability   retirement
                             income  prior  to  the commencement of  the
                             annuity   amounts  described   in   Section
                             4.1(a)(iii),  the retirement income payable
                             under this Plan  shall  be increased by the
                             amount of such annuity (reduced as provided
                             under    this    paragraph    for     early
                             commencement).    Such   retirement  income
                             shall be subsequently reduced  by  the same
                             amount  at  such  time  the Participant  is
                             eligible  to  receive  the annuity  amounts
                             described in Section 4.1(a)(iii).

                        iv.  an additional Accrued Benefit  pursuant  to
                             Section 4.8, if applicable.
<PAGE>
                        If  the  Participant  has completed five or more
                        Years of Service (ten Years  of Service prior to
                        January 1, 1989) and elects to  begin  receiving
                        his   disability   retirement   income   on  his
                        Disability    Retirement    Date,   such   early
                        retirement   income  shall  be  reduced   by   a
                        percentage amount  specified  in  Appendix B for
                        each of the first 120 months, and the  Actuarial
                        Equivalent  of  each additional month thereafter
                        that commencement,  upon  his  actual retirement
                        date,   of  his  disability  retirement   income
                        precedes  his  Normal Retirement Date.  Pursuant
                        to the provisions  of Sections 4.7 and 6.1, such
                        retirement income determined  under this Section
                        4.4(a) shall be payable monthly beginning on the
                        Participant's  Disability  Retirement  Date  and
                        ending upon the Participant's death.

                    b.  For a Participant who is an Employee of Avondale
                        Services Corporation, his disability  retirement
                        income  shall  be equal to the normal retirement
                        amount described  in  Section 4.1(b), determined
                        as of his actual retirement  date,  based on his
                        Years  of  Benefit  Service  and  Final  Average
                        Compensation at actual retirement.

                        If  the  Participant  has completed five or more
                        Years of Service (ten Years  of Service prior to
                        January 1, 1989) and elects to  begin  receiving
                        his   disability   retirement   income   on  his
                        Disability Retirement Date (or the first of  any
                        month prior to his Normal Retirement Date), such
                        early  retirement  income  shall be reduced by a
                        percentage amount specified  in  Appendix  B for
                        each  of the first 120 months, and the Actuarial
                        Equivalent  of  each additional month thereafter
                        that commencement,  upon  his  actual retirement
                        date,   of  his  disability  retirement   income
                        precedes  his  Normal Retirement Date.  Pursuant
                        to the provisions  of Sections 4.7 and 6.1, such
                        retirement income determined  under this Section
                        4.4(b) shall be payable monthly in equal amounts
                        of  1/12  of  such  Benefit  beginning   on  the
                        Participant's Disability Retirement Date for his
                        lifetime,   with   the  provision  that  if  the
                        Participant's  death   occurs   before   he  has
                        received  120  monthly  payments,  the remaining
                        number  of  such payments shall be paid  to  the
                        person designated as his Beneficiary.
<PAGE>
                    c.  Retirement Benefits  payable  under this Section
                        4.4 shall not be payable during  any  period  of
                        time   prior   to   the   Participant's   Normal
                        Retirement  Date  during  which  the Participant
                        receives  disability  income  benefits  under  a
                        long-term  disability  program provided  by  the
                        Participating  Employer including  any  Worker's
                        Compensation benefits,  or  under  a  disability
                        program made available to the Participant by the
                        Participating     Employer    through    payroll
                        deductions.

                    d.  In  the  event  a Participant  covered  by  this
                        Section 4.4 recovers  from  total  and permanent
                        disability  prior to his Normal Retirement  Date
                        and is reemployed  by  the  Employer, payment of
                        his  disability retirement benefit  shall  cease
                        and his subsequent benefits under the Plan shall
                        be based  on his Years of Benefit Service earned
                        prior  to his  Disability  Retirement  Date  and
                        Years of  Benefit  Service  accrued  after he is
                        reemployed in the same manner as though  all his
                        Years of Benefit Service had been continuous.

                    e.  In  the  event  a  Participant  covered  by this
                        Section  4.4  recovers  from total and permanent
                        disability prior to his Normal  Retirement  Date
                        and   is   not  reemployed  by  a  Participating
                        Employer, his retirement benefit shall cease and
                        he shall be  entitled  to  a  retirement benefit
                        pursuant to Section 4.3 based on  his  Years  of
                        Benefit  Service  earned prior to his Disability
                        Retirement Date and  Final  Average Compensation
                        at his Disability Retirement Date.
<PAGE>
               4.5   Deferred   Vested   Retirement   Income.     If   a 
          Participant is entitled to a deferred vested retirement income
          pursuant  to  Section  3.5,  such  retirement  income shall be
          determined in accordance with the following provisions:

                    a.  If  a  Participant  who  is  not  an Employee of
                        Avondale  Services  Corporation  does  not  make
                        written  request  for his retirement  income  to
                        begin  before his Normal  Retirement  Date,  his
                        deferred vested retirement income payable on his
                        Normal Retirement  Date  shall  be  equal to the
                        product  of  [(i)  times (ii)] minus (iii)  plus
                        (iv) where:

                        i.   Equals the product  obtained by multiplying
                             the   amount   determined   under   Section
                             4.1(a)(i) times the amount determined under
                             Section  4.1(a)(ii),  based  on  his  Final
                             Average  Compensation   as  of  his  actual
                             termination   date.    For   purposes    of
                             calculating the amount described in Section
                             4.1(a)(ii),  Years of Benefit Service shall
                             be  calculated   assuming  the  Participant
                             remained   employed    until   his   Normal
                             Retirement  Date  (up to a  maximum  of  30
                             years);

                        ii.  Equals a fraction,  the  numerator of which
                             is  the  Participant's  Years   of  Benefit
                             Service  as of his actual termination  date
                             and  the  denominator   of   which  is  the
                             Participant's  Years  of  Benefit   Service
                             assuming  the  Participant remains employed
                             until his Normal Retirement Date;

                        iii. Equals the sum of  the  amounts  determined
                             under   Section   4.1(a)(iii)  and  Section
                             4.1(a)(iv); and

                        iv.  An additional Accrued  Benefit  pursuant to
                             Section 4.8, if applicable.

                        If  such Participant has completed ten  or  more
                        Years  of  Benefit  Service  and  gives 60 days'
                        written notice for retirement income to begin on
                        an  Early Retirement Date, such deferred  vested
                        retirement   income   shall   be  reduced  by  a
                        percentage amount specified in  Appendix  B  for
                        each  month  that  commencement, upon his actual
                        retirement   date,  of   his   deferred   vested
                        retirement income precedes his Normal Retirement
                        Date.  Pursuant  to  the  provisions of Sections
                        4.7 and 6.1, such retirement  income  determined
                        under  this  Section  4.5(a)  shall  be  payable
                        monthly  beginning  on  the  Participant's Early
                        Retirement    Date    and   ending   upon    the
                        Participant's death.
<PAGE>
                    b.  If a Participant who is  an Employee of Avondale
                        Services  Corporation  does   not  make  written
                        request  for  his  retirement  income  to  begin
                        before his Normal Retirement Date,  his deferred
                        vested  retirement income payable on his  Normal
                        Retirement  Date  shall  be  equal to the normal
                        retirement amount described in  Section  4.1(b),
                        determined as of his date of termination,  based
                        on  his  Years  of  Benefit  Service  and  Final
                        Average Compensation at termination.

                        If  such  Participant  has completed ten or more
                        Years  of Benefit Service  and  gives  60  days'
                        written notice for retirement income to begin on
                        an Early  Retirement  Date, such deferred vested
                        retirement  income  shall   be   reduced   by  a
                        percentage  amount  specified  in Appendix B for
                        each  month that commencement, upon  his  actual
                        retirement   date,   of   his   deferred  vested
                        retirement income precedes his Normal Retirement
                        Date.   Pursuant to the provisions  of  Sections
                        4.7 and 6.1,  such  retirement income determined
                        under  this  Section  4.5(b)  shall  be  payable
                        monthly in equal amounts of 1/12 of such Benefit
                        beginning on the Participant's  Early Retirement
                        Date  for his lifetime, with the provision  that
                        if the  Participant's death occurs before he has
                        received  120  monthly  payments,  the remaining
                        number  of  such payments shall be paid  to  the
                        person designated as his Beneficiary.

               4.6   Maximum Retirement Income.

                    a.  Any other provision  of the Plan to the contrary
                        notwithstanding, in no event may a Participant's
                        annual retirement income payment under the Plan,
                        expressed as a benefit  payable in the form of a
                        Straight Life Annuity with no ancillary benefits
                        (exclusive of any benefit  not  required  to  be
                        considered   for   purposes   of   applying  the
                        limitations   of   Section  415  of  the  Code),
                        together with the annual  benefit  payable under
                        any other defined benefit plan of the Company or
                        an Affiliated Company, exceed the lesser  of (i)
                        or  (ii) below, but subject to (iii), (iv),  (v)
                        and (vi) below:

                        i.   100%    of    the   Participant's   average
                             compensation  (as   defined  under  Section
                             415(b)   of   the   Code)  in   the   three
                             consecutive highest paid calendar years.

                        ii.  $94,023, as adjusted  from  time to time in
                             accordance with Section 415(d) of the Code.
<PAGE>
                        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.

                        iv.  In   the   case  where  a  Participant  has
                             completed less  than  ten  Years of Benefit
                             Service   as  a  Participant,  the   amount
                             otherwise  determined  under  this  Section
                             4.6(a)(ii)  shall   be   multiplied   by  a
                             fraction  with  a  numerator  equal  to the
                             number of whole Years of Benefit Service as
                             a  Participant  and a denominator equal  to
                             ten.

                        v.   Except  in  the case  where  a  benefit  is
                             payable in the  form  of  a  50%  Joint and
                             Survivor  Annuity  with  the  Participant's
                             spouse  designated as the joint  annuitant,
                             where a benefit  is  payable  in  a benefit
                             form other than a Straight Life Annuity the
                             amount   otherwise  determined  under  this
                             Section  4.6(a)   shall  be  the  Actuarial
                             Equivalent  of  the  amount  payable  as  a
                             Straight Life Annuity.

                        vi.  Notwithstanding the foregoing,  the benefit
                             payable  to  a  Participant  shall  not  be
                             considered   to   exceed   the  limitations
                             imposed  under this Section 4.6(a)  if  the
                             aggregate retirement benefit payable to the
                             Participant  under the Plan does not exceed
                             $10,000 (and has  not  exceeded  $10,000 in
                             any  prior  year); provided, however,  that
                             this  paragraph  shall  not  apply  if  the
                             Participant  has  participated in a defined
                             contribution plan maintained by the Company
                             or an Affiliated Company.

                        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.
<PAGE>
                        For the purpose  of  determining  the  Actuarial
                        Equivalent amount described in (v), above, or in
                        (iii)  above if the benefit is payable prior  to
                        the Social Security Retirement Age, the interest
                        rate shall  be  the  greater  of  5% or the rate
                        specified  in  Section  1.2  of  the  Plan.   To
                        determine  the  Actuarial  Equivalent amount  in
                        (iii) above if the benefit is  payable after the
                        Social  Security  Retirement Age,  the  interest
                        rate shall be the lesser  of  5%,  or  the  rate
                        specified  in  Section  1.2 of the Plan, with no
                        mortality.  In any event,  the  mortality  table
                        shall be as set  forth in Revenue Ruling 95-6 or
                        any successor publication  of  the  Service.  If
                        the  standard  rate  for  determining  Actuarial
                        Equivalent   benefits   under   Section  1.2  is
                        modified,  the  above  "greater  of"  rate  will
                        change  accordingly.   If the rate specified  in
                        Code Section 415(b)(2)(E)  is modified the above
                        "lesser of" rate will change accordingly.

                    b.  In   the   case   of  a  Participant   who   has
                        participated  in  a  defined  contribution  plan
                        maintained  by  the  Company  or  an  Affiliated
                        Company,  the  sum of a  Participant's  "defined
                        benefit plan fraction" and "defined contribution
                        plan fraction",  determined  as  of the close of
                        any  Plan Year, shall not exceed one.   For  the
                        purpose  of this Section 4.6(b), a Participant's
                        defined  benefit   plan   fraction  and  defined
                        contribution  plan  fraction   shall   have  the
                        meanings described in (i) and (ii) below:

                        i.   Defined benefit plan fraction shall  mean a
                             fraction  with  a  numerator  equal  to the
                             Participant's   projected   annual  benefit
                             (other  than  any  benefit attributable  to
                             employee  contributions)   under  the  Plan
                             (assuming  the  Participant  continues   in
                             employment to his Normal Retirement Date at
                             his  current  rate  of compensation), and a
                             denominator equal to the lesser of (1) 1.25
                             multiplied  by  the  amount   described  in
                             Section 4.6(a)(ii) or (2) 1.4 multiplied by
                             the amount described in Section 4.6(a)(i).
<PAGE>
                        ii.  Defined  contribution  plan fraction  shall
                             mean a fraction with a numerator  equal  to
                             (1)  below  and  a denominator equal to (2)
                             below:

                             (1)  The sum of the  annual  additions made
                                  to the Participant's account under any
                                  defined  contribution plan  maintained
                                  by  the  Company   or   an  Affiliated
                                  Company,  where  the annual  additions
                                  are  equal  to  the  sum  of  (a)  any
                                  Participating  Employer  contributions
                                  allocated  to the  account  (including
                                  any pre-tax  contributions),  (b)  any
                                  forfeitures  allocated  to the account
                                  and   (c)  any  Participant  after-tax
                                  contributions    allocated    to   the
                                  account.

                             (2)  The sum for each calendar year  of the
                                  Participant's   employment   with  the
                                  Company or Affiliated Company  of  the
                                  lesser of (a) 1.4 multiplied by 25% of
                                  the Participant's earnings (as defined
                                  under Section 415 of the Code) for the
                                  calendar   year,   or   (b)  for  each
                                  calendar   year   after   1982,   1.25
                                  multiplied by $30,000 as adjusted  for
                                  increases  in  the  cost-of-living  as
                                  provided  under  rules and regulations
                                  adopted  by  the  Secretary   of   the
                                  Treasury,  and  for each calendar year
                                  prior to 1983, 1.25  multiplied by the
                                  amount   for   such   calendar    year
                                  determined  in accordance with Section
                                  415(e)(3)(B)(i) of the Code.

                    In  the  event that the aforesaid  limitation  would
          otherwise be exceeded  with  respect  to  a Participant, it is
          intended  that the benefit accrual under this  Plan  shall  be
          limited as  necessary,  except  that  an Employee may elect to
          reduce his contributions, whether pre-tax  or after-tax, under
          any defined contribution plan in which he participates  if  he
          determines  this  method  of  compliance  would be in his best
          interest.

                    For  purposes  of  this Section 4.6,  an  Affiliated
          Company shall be determined by  assuming the phrase "more than
          50  percent"  is  substituted  for the  phrase  "at  least  80
          percent" wherever it appears in Section 1563 of the Code.
<PAGE>
               4.7   Timing of Payments.   Notwithstanding  anything  in
          the Plan to the contrary the actual payment of a Participant's
          retirement income under the Plan shall be deferred  until  the
          March  1  of  the  calendar  year  immediately  following  the
          Participant's  actual  retirement  date.   Upon such date, the
          Participant (or his Beneficiary, if applicable)  shall receive
          (a)  a  lump  sum payment representing the sum of the  monthly
          retirement income,  determined  pursuant  to the provisions of
          Article  IV,  deferred from his actual retirement  date  until
          such March 1 and  (b)  monthly  retirement  income, determined
          pursuant to the provisions of Article VI, thereafter.

               4.8   Transfer Benefit

                    a.  With the consent of the Committee,  amounts  may
                        be  transferred  from  the  Avondale ESOP to the
                        Trust  Fund  by  Participants  who   retire   in
                        accordance with Article III and who are eligible
                        to  receive  benefits,  subject to the following
                        conditions:

                        i.   The transfer will not  jeopardize  the  tax
                             exempt status of this Plan or Trust Fund or
                             create  adverse  tax  consequences  to  the
                             Employer.

                        ii.  The  amount  transferred must be the entire
                             vested Avondale  ESOP  account  balance  of
                             such Participant.

                        iii. The transfer must be based upon a voluntary
                             election  by the Participant and all notice
                             and consent  requirements  of  the Avondale
                             ESOP must be met;

                        iv.  The amounts transferred shall be considered
                             an additional Accrued Benefit (as  provided
                             in   Section   4.8(b))   and  shall  be  so
                             identified.  Such benefit  shall  be  fully
                             vested  at  all  times  and  shall  not  be
                             subject to forfeiture for any reason.

                        v.   Pursuant  to  Section  414(l)  of the Code,
                             after  the  transfer,  the  Participant  is
                             entitled  to  receive  a  benefit,   on   a
                             termination  basis,  with  respect  to  the
                             transferred  assets,  which  is equal to or
                             greater  than the benefit he or  she  would
                             have been  entitled  to receive immediately
                             before the transfer.

                        vi.  Prior to accepting the  transfer  to  which
                             this  Section  applies,  the  Committee may
                             require  the Participant to establish  that
                             the amounts  to be transferred to the Trust
                             Fund meet the requirements of this Section.
<PAGE>
                    b.  If a Participant elects  to  transfer his or her
                        Avondale ESOP account balance  to the Trust Fund
                        pursuant  to  Section  4.8(a), such  Participant
                        shall be entitled to an Accrued Benefit equal to
                        the amount determined under  Section  4.1(a)(iv)
                        or Section 4.1(b)(iii), whichever is applicable.

                    c.  The  benefits  provided  under this Section  4.8
                        shall be paid as part of and subject to the same
                        terms  and  provisions  as  the  other  benefits
                        provided under the Plan.

               4.9   Direct Rollover Rules.  This Section 4.9 applies to
          distributions    made   on   or   after   January   1,   1993.
          Notwithstanding any provision of the Plan to the contrary that
          would otherwise limit  a  distributee's  election  under  this
          Article,  a  distributee  may  elect,  at  the time and in the
          manner  prescribed  by  the plan administrator,  to  have  any
          portion of an eligible rollover  distribution paid directly to
          an eligible retirement plan specified  by the distributee in a
          direct rollover.

                    a.  The  term Eligible rollover  distribution  means
                        any distribution  of  all  or any portion of the
                        balance to the credit of the distributee, except
                        that an eligible rollover distribution  does not
                        include:   any  distribution  that  is one of  a
                        series of substantially equal periodic  payments
                        (not less frequently than annually) made for the
                        life (or life expectancy) of the distributee  or
                        the  joint lives (or joint life expectancies) of
                        the distributee and the distributee's designated
                        beneficiary,  or  for  a specified period of ten
                        years or more; any distribution  to  the  extent
                        such  distribution  is  required  under  section
                        401(a)(9)  of  the Code; and the portion of  any
                        distribution that  is  not  includible  in gross
                        income   (determined   without   regard  to  the
                        exclusion  for net unrealized appreciation  with
                        respect to employer securities).

                    b.  An  Eligible   retirement   plan   includes   an
                        individual   retirement   account  described  in
                        section  408(a)  of  the  Code,   an  individual
                        retirement  annuity described in section  408(b)
                        of  the  Code,  an  annuity  plan  described  in
                        section 403(a) of the Code, or a qualified trust
                        described  in  section  401(a) of the Code, that
                        accepts  the  distributee's   eligible  rollover
                        distribution.   However,  in  the   case  of  an
                        eligible rollover distribution to the  surviving
                        spouse,   an  eligible  retirement  plan  is  an
                        individual   retirement  account  or  individual
                        retirement annuity.
<PAGE>
                    c.  The term Distributee  includes  an  employee  or
                        former employee.  In addition, the employee's or
                        former   employee's  surviving  spouse  and  the
                        employee's or former employee's spouse or former
                        spouse  who  is  the  alternate  payee  under  a
                        qualified  domestic  relations order, as defined
                        in section 414(p) of the  Code, are distributees
                        with regard to the interest  of  the  spouse  or
                        former spouse.

                    d.  The  term Direct rollover means a payment by the
                        plan to  the  eligible retirement plan specified
                        by the distributee.

               4.10  Notice.  The notice required  by  Section 1.411(a)-
          11(c)  of the Income Tax Regulations must be provided  to  the
          Participant  no  less  than  30  days and no more than 90 days
          before  the  date  of distribution.   The  notice  explains  a
          Participant's right  to  defer  receipt of the distribution if
          the Actuarial Equivalent present  value of monthly payments of
          retirement  income  exceeds $3,500 for  Plan  Years  prior  to
          January 1, 1998 and $5,000  for  Plan  Years  beginning  after
          January   1,   1998.   A  Participant  will  also  receive  an
          explanation of distribution  options  no less than 30 days and
          no  more  than  90  days  before  the  date  of  distribution.
          Effective January 1, 1994, if a distribution is  one  to which
          Sections  401(a)(11)  and 417 of the Internal Revenue Code  do
          not apply, such distribution  may  commence  less than 30 days
          after the notice required under Section 1.411(a)-11(c)  of the
          Income Tax Regulations is given, provided that:

                    a.  the  Committee  clearly  informs the Participant
                        that the Participant has a  right to a period of
                        at least 30 days after receiving  the  notice to
                        consider the decision of whether or not to elect
                        a distribution (and, if applicable, a particular
                        distribution option), and

                    b.  the  Participant,  after  receiving  the notice,
                        affirmatively elects a distribution.


<PAGE>
                                    ARTICLE V
                          PRE-RETIREMENT DEATH BENEFITS
                          -----------------------------

               5.1  Immediate Pre-Retirement Surviving Spouse's Benefit.
          In  the  event  of the death of an active or vested terminated
          Participant after  becoming  eligible  to  retire  on an Early
          Retirement  Date  but  before  his  actual retirement date,  a
          monthly retirement benefit shall be payable  to  his surviving
          legal spouse.  Such amount shall be determined as if:

                    a.  the   Participant   had   retired   and  elected
                        retirement income payments to begin on the first
                        day   of  the  month  coinciding  with  or  next
                        preceding his date of death, and

                    b.  his retirement income was payable in the form of
                        a 50% Joint and Survivor Spouse Annuity with his
                        spouse  entitled to receive 50% of the amount of
                        the Participant's retirement income.

                    Benefits shall be payable to the surviving spouse on
          the first day of the month  following the Participant's death.
          Pursuant  to the provisions of  Section  4.7,  payments  shall
          commence on  the  Participant's death and shall continue to be
          made on the first day  of  the  month  thereafter  during  the
          surviving  spouse's  lifetime.   In  lieu  of  the  joint  and
          survivor  spouse  annuity  payments  described in this Section
          5.1, such spouse may elect to receive  such  payments  in  one
          lump  sum;  provided,  however,  that the Actuarial Equivalent
          value of such retirement payments is $5,000 or less.

                    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.
<PAGE>
               5.2   Deferred Pre-Retirement Surviving Spouse's Benefit.
          In  the  event  of the death of an active or vested terminated
          Participant on or  after  completing  the vesting requirements
          under  Section  3.5,  but  prior to being eligible  for  early
          retirement  pursuant  to Section  3.3,  a  monthly  retirement
          benefit shall be payable  to his surviving legal spouse.  Such
          amount shall be determined as if:

                    a.  the Participant separated from service as of his
                        date of death, then

                    b.  survived until  reaching the earliest retirement
                        age under the Plan,  or  if  later,  the  age at
                        death,

                    c.  retired,  electing immediate payment of benefits
                        under the 50% Joint and Survivor Spouse Annuity,
                        with his surviving  spouse  entitled  to receive
                        50%  of the amount of the Participant's  reduced
                        retirement income, and then

                    d.  died on the day after the date in (b) above.

                    Benefits shall  be  payable to such surviving spouse
          on  the  first  day  of  the  month coincident  with  or  next
          following  the  month  in  which the  Participant  would  have
          reached the earliest retirement  age  under  the  Plan  or, if
          later,  the  age  at  death.   Pursuant  to  the provisions of
          Section 4.7, payments shall commence on the first  day  of the
          month coincident with or next following the month in which the
          Participant  would  have  reached  age  55  or,  if later, the
          Participant's death and shall continue to be made on the first
          day  of  each month thereafter during such surviving  spouse's
          lifetime.   In  lieu  of the joint and survivor spouse annuity
          payments described in this  Section 5.2, such spouse may elect
          to receive such payments in one  lump  sum; provided, however,
          that the Actuarial Equivalent value of retirement  payments is
          $5,000 or less.

                    If  a  benefit  is  payable  under  Section 5.1,  no
          benefit shall be payable under this Section 5.2.

                    Notwithstanding the foregoing, no benefit  shall  be
          payable  under  this  Section  5.2  if  the Participant is not
          survived by a legal spouse.


<PAGE>
                                    ARTICLE VI
                NORMAL AND OPTIONAL PAYMENT FORMS OF RETIREMENT INCOME
                ------------------------------------------------------

               6.1   Normal Form of Payment.    Retirement  income under
          the Plan shall be payable as follows:

                    a.  If  a Participant is married  on  the  date  his
                        retirement  income  begins,  the  normal form of
                        payment  shall  be  an  immediate 50% Joint  and
                        Survivor Spouse Annuity with  the  legal  spouse
                        entitled  to  receive  50%  of the Participant's
                        reduced amount of retirement income, which shall
                        be  the  Actuarial  Equivalent  of   the  amount
                        determined pursuant to Article IV.

                    b.  If  a  Participant  who  is  not an Employee  of
                        Avondale Services Corporation  is not married on
                        the  date  his  retirement  income  begins,  the
                        normal form of payment shall be a Straight  Life
                        Annuity,  which  shall  be  equal  to the amount
                        determined  pursuant  to  Article  IV  with   no
                        retirement     income    payable    after    the
                        Participant's death.

                    c.  If a Participant  who is an Employee of Avondale
                        Services Corporation  is not married on the date
                        his retirement income begins, the normal form of
                        payment shall be a Ten  Year  Certain  and  Life
                        Annuity,  which  shall  be  equal  to the amount
                        determined  pursuant  to  Article  IV  with  the
                        provision that if the Participant's death occurs
                        before he has received 120 monthly payments, the
                        remaining number of such payments shall  be paid
                        to his Beneficiary.

               6.2   Waiver of Normal Form and Election of Optional Form
          of  Payment.   A  Participant  may  waive  his  normal form of
          payment  described  in  Section 6.1 provided that concurrently
          with such waiver he shall  elect  an  optional form of payment
          from  those  provided  for in Section 6.5.   Such  waiver  and
          election may be made only  during  the waiver period specified
          in Section 6.3; otherwise, payment shall be made to him in the
          normal  form.   The  Participant shall  file  such  forms  and
          provide  such information  as  the  Committee  may  reasonably
          require to  comply  with  all applicable laws and to determine
          his eligibility, qualification of his spouse and his amount of
          retirement income.
<PAGE>
                    Such election shall be made in writing and shall not
          take effect unless either:

                    a.  the  Participant's   legal  spouse  consents  in
                        writing  to  such  election   and  the  spouse's
                        consent acknowledges the effect of such election
                        and is witnessed by a notary public, or

                    b.  it  is  established to the satisfaction  of  the
                        Committee  that  the  Participant  has  no legal
                        spouse, or that such spouse's consent cannot  be
                        obtained  because  the spouse cannot be located,
                        or because of such other circumstances as may be
                        prescribed  in regulations  issued  pursuant  to
                        Section 417 of the Code.

               6.3   Waiver   Period.    The  Committee  shall  make  an
          election form available to each Participant not less than nine
          months before the Participant meets the requirements for early
          retirement described in Section 3.3; provided,  however,  that
          such  election  form shall not be distributed if the Committee
          determines in a uniform  and non-discriminatory manner that no
          retirement income is payable  under  this  Plan, as determined
          under the provisions of Article IV.  Such form  shall describe
          in  plain  language  the terms and conditions of the  optional
          forms of benefit and shall  provide  for  election of optional
          forms  of  benefit  and  a  benefit  commencement  date.   The
          completed  election  form must be returned  to  the  Committee
          within the 90 day period  ending  on  the  designated  benefit
          commencement  date.   If  a  Participant  files  a  subsequent
          election  form, the prior form shall be of no effect.   If  no
          election has  been  made  at  the  expiration  of the election
          period, retirement benefits will be payable in accordance with
          Section 6.1.

                    The Committee shall, when necessary, mail  the  form
          to the Participant via certified mail, at his last address  on
          the  records  of  the  Committee  or,  if  deemed appropriate,
          through  any  facilities made available by the  United  States
          Social Security Administration.  During the waiver period, the
          Participant  may  request  information  with  respect  to  the
          financial effect  of  his waiver on the normal form of payment
          and the election of any  available  optional  form of payment.
          Any waiver may be revoked, or election changed, at any time up
          to the due date for the Participant's first retirement  income
          payment, on a form approved by the Committee.
<PAGE>
               6.4   Temporary  Non-Payment  of Retirement Income.  If a
          Participant or Beneficiary fails to  submit  the form required
          under  Section 6.2 or fails to furnish information  reasonably
          requested  by  the  Committee  which is necessary to determine
          whether  such  Participant or Beneficiary  has  satisfied  all
          requirements for  payment  of  benefits,  the  Committee shall
          delay  payment of benefits until the requested information  is
          furnished  and  shall  make  reasonable efforts to obtain such
          information.   After  the  requested   information   has  been
          furnished   and   the   Committee   has  determined  that  the
          Participant  or  Beneficiary  has  met  the  requirements  for
          payment of benefits, such benefits shall  be payable as if the
          Participant   or  Beneficiary  had  furnished  the   requested
          information in a timely manner.

               6.5   Optional  Forms of  Payment.   The forms of benefit
          payment available to each Participant shall  be  the Actuarial
          Equivalent of his normal form of retirement income pursuant to
          Section 6.1.  A Participant may elect to receive that  portion
          of his Accrued Benefit which accrued prior to January 1,  1988
          in  the  form  of  any  one of the options which he could have
          elected under the terms of  the  Plan on December 31, 1987.  A
          Participant  may also elect to receive  that  portion  of  his
          Accrued Benefit  accruing  on or after January 1, 1988, or his
          entire  Accrued  Benefit,  in the  form  of  any  one  of  the
          following optional forms of benefit:

                    a.  Straight Life  Annuity,  under  which retirement
                        income  payments  are  made  to  the Participant
                        during  his  lifetime, with no further  payments
                        from the Plan on his behalf after his death.

                    b.  50% Joint and  Survivor  Spouse  Annuity,  under
                        which  reduced  retirement  income  payments are
                        made  to  the  Participant  during his lifetime,
                        based  on  Actuarial  Equivalent  factors,  with
                        payments from the Plan  upon  his death equal to
                        50%  of  the payment previously payable  to  the
                        Participant  to  be  continued  to  and  for the
                        lifetime  of  his  legal  spouse.   The payments
                        under  a 50% Joint and Survivor Spouse  Annuity,
                        will   commence   effective   immediately   upon
                        election by the Participant.

                        i.   If  a  Participant elects the 50% Joint and
                             Survivor   Spouse  Annuity  and  his  legal
                             spouse   dies   before   benefit   payments
                             commence, his election of the 50% Joint and
                             Survivor Spouse  Annuity  shall be null and
                             void.

                        ii.  If a Participant elects the  50%  Joint and
                             Survivor   Spouse   Annuity   and   benefit
                             payments  have  commenced,  his  retirement
                             income  payments  thereafter  shall not  be
                             changed by reason of the death of his legal
                             spouse during his own lifetime.
<PAGE>
                    c.  Ten  Year Certain and Life Annuity, under  which
                        reduced  retirement  income payments are made to
                        the Participant during  his  lifetime,  based on
                        Actuarial Equivalent factors, with the provision
                        that if the Participant's death occurs before he
                        has received 120 monthly payments, the value  of
                        the  remaining  number of such payments shall be
                        paid   to   the   person   designated   as   his
                        Beneficiary.

                    d.  Lump Sum Option, under  which  the present value
                        of  retirement  income payments are  paid  to  a
                        Participant in one  lump  sum.   This  option is
                        available   to   Participants   whose  Actuarial
                        Equivalent  value of retirement income  payments
                        is $5,000 or less.

               6.6   General Limitations.   Anything in this  Article VI
          to the  contrary  notwithstanding,  no  method of distribution
          shall  be  made  under a normal  or  optional  payment form of
          retirement income which would result in the actuarial value of
          a Beneficiary's interest exceeding 50% of the actuarial  value
          of the  Participant's  own interest on a life  annuity  basis,
          both   being   determined  as  of  the  Participant's   Normal
          Retirement  Date  or  the  earlier date  on which  he  becomes
          entitled  to first payment  of his  retirement  income.   This
          limitation  shall  not  apply  where  the  Beneficiary  is the
          Participant's legal spouse.

                    An election under this Article VI  of  a Beneficiary
          other than the Participant's legal spouse is effective only if
          the   Participant's   spouse   consents   to  the  beneficiary
          designated, the consent is witnessed by a notary  public,  and
          the   spouse's   consent   acknowledges  the  effect  of  such
          designation.  Such spousal consent  is  not required, however,
          if  the  Participant  establishes to the satisfaction  of  the
          Committee that the consent  cannot  be  obtained  because  the
          spouse   cannot   be   located,   or  because  of  such  other
          circumstances  as  may  be prescribed  in  regulations  issued
          pursuant to Section 417 of  the Code.  Any consent by a spouse
          (or  establishment  that  consent   cannot   be  obtained)  is
          effective only with respect to that spouse.
<PAGE>
               6.7   Distribution  Rules.  Unless the Participant elects
          otherwise, retirement income  payments shall commence no later
          than the 60th day after the close  of  the  Plan Year in which
          the latest of the following occurs:

                    a.  the Participant attains age 65, or

                    b.  the 10th anniversary of the date the Participant
                        commenced participation, or

                    c.  the Participant terminates employment.

                    Further,  distribution  of  benefits  shall  not  be
          deferred  beyond  the  Required Beginning Date, as defined  in
          Section 6.9, and payments  after  the initial payment shall be
          made monthly, except in the case of  a  lump sum payment where
          no additional payments are due.

                    Upon  the death of a Participant  after  payment  of
          retirement income  has commenced, any remaining payments shall
          be made no less rapidly  than  under  the  form  of payment in
          effect  at  the  Participant's  death.   Upon the death  of  a
          Participant prior to the date payment of retirement income has
          commenced,  payment  of  a  death  benefit,  if  any,  to  the
          Participant's spouse shall commence no later than  the April 1
          following  the  calendar  year in which the Participant  would
          have  attained  age  70-1/2, or  if  later,  within  one  year
          following the date of  the Participant's death; and payment of
          a  death  benefit to a person  other  than  the  Participant's
          spouse shall  commence  no  later  than one year following the
          Participant's death.

                    Notwithstanding    the   foregoing,    an    earlier
          distribution shall be made where  provided  by  the applicable
          provisions of the Plan.  However, in the case of a Participant
          who is a 5% owner of the Company or an Affiliated  Company, no
          distribution   of   any   amounts   attributable  to  Employer
          contributions while he was a 5% owner shall be made before the
          earlier of the date such Participant  dies,  becomes  disabled
          within  the meaning of Section 72(m)(7) of the Code or attains
          age 59-1/2,  unless  such  Participant acknowledges in writing
          that he understands that such  premature  distribution will be
          subject to the penalties imposed by Section 72(m)(5)(B) of the
          Code.
<PAGE>
               6.8   Limitation in  Case of  Domestic  Relations  Order.  
          All rights and benefits including election rights, provided to
          Participants pursuant  to this Plan, are subject to the rights
          afforded to any "alternate  payee"  pursuant  to  a "qualified
          domestic relations order," as those terms are defined below.

                    Pursuant to the provisions of Section 414(p)  of the
          Code,  a  "qualified  domestic  relations  order" shall mean a
          judgment, decree or order (including approval  of  a  property
          settlement  agreement)  made  pursuant  to  a  State  domestic
          relations  law  (including  a  community  property  law)  that
          relates  to  the provision of child support, alimony payments,
          or marital property  rights  to a spouse, former spouse, child
          or other dependent of a Participant  ("alternate  payee")  and
          which:

                    a.  creates   or  recognizes  the  existence  of  an
                        alternate payee's  right  to,  or  assigns to an
                        alternate payee the right to, receive  all  or a
                        portion of the benefits payable to a Participant
                        under this Plan; and

                    b.  specifies  (i)  the  name and last known mailing
                        address  (if any) of the  Participant  and  each
                        alternate  payee  covered  by the order (ii) the
                        amount   or  percentage  of  the   Participant's
                        benefits under  the Plan to be paid to each such
                        alternate payee,  or  the  manner  in which such
                        amount  or  percentage is to be determined  and,
                        (iii) the number  of  payments  or the period to
                        which the order applies; and

                    c.  does not require this Plan to:

                        i.   provide any type or form of benefit, or any
                             option, not otherwise provided hereunder;

                        ii.  pay  any  benefits  to any alternate  payee
                             prior to the earlier of:

                             (1)  the earliest date benefits are payable
                                  hereunder to a Participant, or

                             (2)  the later of the  date the Participant
                                  attains age 50 or the earliest date on
                                  which the Participant  could  obtain a
                                  distribution  under  the  Plan if  the
                                  Participant terminated employment;

                        iii. pay any benefits which are not vested under
                             the Plan;

                        iv.  provide  increased benefits (as actuarially
                             determined   using   such  assumptions  for
                             Actuarial Equivalence as are required under
                             Section 414(p) of the Code), or
<PAGE>
                        v.   pay  benefits to an alternate  payee  which
                             are  required   to   be   paid  to  another
                             alternate  payee  under  a prior  qualified
                             domestic relations order.

                    For  purposes of this Plan, an alternate  payee  who
          had been married  to the Participant for at least one year may
          be treated as a spouse  with  respect  to  the  portion of the
          Participant's  Accrued  Benefit in which such alternate  payee
          has an interest provided that the qualified domestic relations
          order  provides  for  such  treatment.    However,   under  no
          circumstances may the spouse of an alternate payee (who is not
          a  Participant  hereunder)  be  treated as a spouse under  the
          terms of the Plan.

                    Upon  receipt  of  any  judgment,  decree  or  order
          (including  approval  of  a  property  settlement   agreement)
          relating  to  the  provision  of  payment  by  the  Plan to an
          alternate  payee  pursuant to a State domestic relations  law,
          the Committee shall  promptly  notify the affected Participant
          and any alternate payee of the receipt of such judgment decree
          order  and  shall  notify  the affected  Participant  and  any
          alternate payee of the Committee's  procedure  for determining
          whether  or not the judgment, decree or order is  a  qualified
          domestic relations order.

                    The   Committee   shall   establish   procedures  to
          determine  the  status  of  a judgment, decree or order  as  a
          qualified domestic relations  order  and  to  administer  Plan
          distributions  in  accordance with any such qualified domestic
          relations order.  Such  procedures  shall be in writing, shall
          include  provisions  specifying the notification  requirements
          enumerated  in  the  preceding   paragraph,  shall  permit  an
          alternate payee to designate a representative  for  receipt of
          communications  from  the  Committee,  and shall include  such
          other provisions as the Committee shall  determine,  including
          such provisions required under Regulations promulgated  by the
          Secretary of the Treasury.

                    During  any  period in which the issue of whether  a
          judgment, decree or order  is  a  qualified domestic relations
          order  is  being  determined  (by the Committee,  a  court  of
          competent  jurisdiction  or otherwise),  the  Committee  shall
          separately  account  for  the  portion  of  the  Participant's
          Accrued Benefit, if any, which  would have been payable to the
          alternate payee during such period  if the judgment, decree or
          order  were  determined to be a qualified  domestic  relations
          order.
<PAGE>
                    If the judgment, decree or order is determined to be
          a  qualified domestic  relations  order  within  the  18-month
          period following the receipt by the Committee of the qualified
          domestic  relations  order, then payment of the portion of the
          Participant's Accrued Benefit shall be paid to the appropriate
          alternate payee at the  time and in the form specified in such
          order.  If such a determination  is  not  made  within the 18-
          month period, the Participant's Accrued Benefit under the Plan
          shall be paid at the time and in the manner provided under the
          Plan as if no order, judgment or decree had been  received  by
          the Committee.

               6.9   Minimum   Required   Distributions.   The following
          provisions apply in the event that  a  Participant reaches his
          Required Beginning Date, as defined below:

                    a.  Such  Participant  is  required   to  receive  a
                        benefit.

                    b.  If the Participant elects a lump-sum  benefit or
                        an  annuity,  the  date  as  of which an annuity
                        benefit  or  lump  sum  benefit is  required  to
                        begin, shall be no later  than the Participant's
                        Required Beginning Date.

                    c.  If the Participant elects to  be  paid in annual
                        installments,  two  annual installments  may  be
                        made in the year of the  Participant's  Required
                        Beginning  Date.  Subsequent annual installments
                        must be made  by  the  December 31 of that year.
                        The first  payment cannot be made later than the
                        Participant's  Required  Beginning   Date.   The
                        second  annual installment must be made  by  the
                        December    31    immediately    following   the
                        Participant's Required Beginning Date.

                        Required Beginning Date shall mean,  for anyone,
                        other  than  a  5%  owner  (as  defined  in Code
                        Section 416(i)(1)(B)(i)), who obtains age 70-1/2
                        after  December  31,  1998,  April  1st  of  the
                        calendar  year  following  the  later of (a) the
                        calendar year in which the Employee  attains age
                        70-1/2,  or  (b) the calendar year in which  the
                        Employee   terminates    employment   with   the
                        Employer.

                        A  Participant  (other  than  a  5%  owner)  who
                        attained the age of 70-1/2  in  1996 and has not
                        retired   by  the  end  of  1996  may  (i) delay
                        commencement  of  minimum distributions until no
                        later than April 1  following  the calendar year
                        in which the Participant retires from employment
                        with   the  Employer  or  (ii) request   make-up
                        distributions  for payments that would have been
                        made in 1997.  Such  make-up  distributions must
                        be made by December 31, 1997.
<PAGE>
                        A  Participant  (other  than  a  5%  owner)  who
                        attains the age of 70-1/2 in 1997  or  1998  and
                        remains  employed with an Employer, may elect to
                        delay  commencement   of  minimum  distributions
                        until  no  later  than  April 1   following  the
                        calendar  year in which the Participant  retires
                        from employment with an Employer.

                        A  Participant,  other  than  a  5%  owner,  who
                        attained  age  70-1/2  before  1997  but did not
                        retire  from  employment  with  a  Participating
                        Employer  before January 1, 1997, may  elect  at
                        any time prior  to  December  31, 1997, with the
                        consent of his spouse and subject  to  the terms
                        of  any  applicable qualified domestic relations
                        order, to  cease  further  distributions until a
                        later date.  Pursuant to IRS  Notice  97-75 Q&A-
                        8(b),   if  such  Participant  elects  to  cease
                        minimum distributions,  there  will  be  no  new
                        annuity starting date upon recommencement.

                        The Required Beginning Date of a Participant who
                        is  a  five  percent  owner  (as defined in Code
                        Section 416(i)(1)(B)(i)) of the  Employer  shall
                        be  April  1st  following  the  calendar year in
                        which the Participant reaches age 70-1/2.

                        For  Plan  Years beginning prior to  January  1,
                        1997, Required  Beginning  Date  was  defined as
                        April  1st  of  the calendar year following  the
                        calendar year in which a Participant attains age
                        70-1/2.


<PAGE>
                                    ARTICLE VII
                                   CONTRIBUTIONS
                                   -------------

               7.1   No  Contributions by Participants.   No Participant
          shall be required  or  permitted  to make a contribution under
          the Plan.

               7.2   Employer  Contributions.    All   contributions  to
          provide  benefits  under  the  Plan  shall  be  made  by  each
          Participating   Employer   or   the   Company   on  behalf  of
          Participating  Employers from time to time, any forfeiture  of
          the interest of  any  Participant  in  the  Trust  Fund  being
          applied  to  reduce  the  amount  of  such contributions.  The
          Committee,  on the basis of actuarial estimates  made  by  the
          Actuary, will recommend the amount of contributions which will
          accomplish the  purposes of the Plan and be in compliance with
          ERISA and the Code.   Such  contributions  for  each Plan Year
          shall  be  remitted  to  the  Trustee  no later than the  date
          prescribed  by  law  for  filing the Participating  Employer's
          federal  income tax return,  including  extensions,  for  such
          Employer's taxable year ending with or within such Plan Year.

               7.3   Expenses.   The reasonable expenses incident to the
          operation  of  the Plan, including  premiums  for  termination
          insurance payable to the Pension Benefit Guaranty Corporation,
          fees for professional  services  and  the  costs of such other
          technical or clerical assistance as may be required,  shall be
          paid  out  of  the  Fund,  to  the  extent  not  paid  by  all
          Participating Employers.

               7.4   Contingent  Nature  of  Contributions.   Unless the
          Employer  notifies the Committee and the Trustee in writing to
          the  contrary,   all  contributions  made  to  this  Plan  are
          conditioned upon their  deductibility under Section 404 of the
          Code.

<PAGE>
                                    ARTICLE VIII
                                   ADMINISTRATION
                                   --------------

               8.1   Appointment of Committee.  The  Board  of Directors
          of the  Company will appoint  a Committee which may,  but need
          not, consist of Plan Participants or Employees of an Employer.
          Such   Committee   shall   be   known   as  the  Pension  Plan
          Administrative  Committee.   The Committee  shall  consist  of
          three or more members, each of  whom shall be appointed by and
          shall remain in office at the will  of  the Board of Directors
          of the Company.  The Board of Directors may  also  remove  any
          Committee  member  at  any  time,  with  or  without cause.  A
          Committee member may resign at any time by filing  his written
          resignation with the Board of Directors of the Company.

               8.2   Notice  to  Trustee.   The  Company will notify the
          Trustee in writing of each Committee member's appointment, and
          the Trustee may assume such appointment  continues  in  effect
          until written notice to the contrary is given by the Company.

               8.3   Administration of Plan.   The  Committee  will have
          all powers and authority necessary or appropriate to carry out
          its responsibilities with  respect   to  the   operation   and
          administration  of  the Plan.  It will interpret and apply all
          Plan provisions and may  supply any omission, or reconcile any
          inconsistency  or  ambiguity   in  such  manner  as  it  deems
          advisable.  It will make all final  determinations  concerning
          eligibility,  benefits  and  rights  hereunder,  and all other
          matters  concerning  Plan  administration  and interpretation.
          All  determinations  and  actions  of  the Committee  will  be
          conclusive and binding upon all persons,  except  as otherwise
          provided  herein  or  by  law,  except that the Committee  may
          revoke or modify a determination  or action previously made in
          error.  The Committee will exercise  all  powers and authority
          given  to  it in a nondiscriminatory manner,  and  will  apply
          uniform administrative  rules  of general application in order
          to   assure   similar   treatment   to  persons   in   similar
          circumstances.

               8.4   Reporting  and  Disclosure.    The  Committee  will
          prepare, file, submit, distribute, or make available  any Plan
          descriptions,  reports, statements, forms or other information
          to   any  government   agency,   Employee,   Participant,   or
          Beneficiary as may be required by law.

               8.5   Records.       The   Committee   will   record  its
          proceedings,  acts  and  decisions, and will  keep  all  data,
          records, books of account and instruments pertaining  to  Plan
          administration,  which will be subject  to inspection or audit
          by the Company  at any time.   The  Company  will  supply  all
          information required by the  Committee to administer the Plan,
          and  the   Committee  may  rely  upon  the  accuracy  of  such
          information.
<PAGE>
               8.6   Committee   Compensation   and    Expenses.     The
          Committee, and  each   Committee  member,  will  serve without
          compensation   unless   otherwise  determined  by the Company;
          provided  that in  no  event  will  an Employee  receive extra
          compensation for his services  as  a  Committee  member.   All
          reasonable expenses incurred by the Committee in administering
          the Plan will be paid by the Participating Employers.

               8.7   Rules  and  Regulations.   Any  action  or decision
          concurred in by a majority of the Committee members, either at
          a meeting or in writing without a meeting, will constitute  an
          action  or decision of the Committee.  The Committee may adopt
          and amend  such  rules  for  the  conduct  of its business and
          administration of the Plan as it deems advisable.

               8.8   Secretary  of the Committee.  The Committee  at its
          option may elect any Committee member or other person to serve
          as Secretary, and may  remove  him at any time.  The Committee
          will notify the Trustee in writing  of  such election, and the
          Trustee  may  assume  the  Secretary's  authority  to  act  as
          Secretary continues until written notice  to  the  contrary is
          given  the  Committee.   The  Secretary, or a majority of  the
          Committee members then in office,  will  have the authority to
          execute all instruments or memoranda necessary  or appropriate
          to carry out the actions and decisions of the whole Committee;
          and  any  person may rely upon any instrument or memoranda  so
          executed as  evidence  of  the  Committee  action  or decision
          indicated thereby.

               8.9   Claims  Review Procedure.  Any request for benefits
          (the  "claim")  by  a  Participant  or  his  Beneficiary  (the
          "claimant")  will be filed  in  writing  with  the  Committee.
          Within 90 days  after  receipt  of a claim or, 180 days if the
          Committee determines that special  circumstances  exist  which
          require  extension  of  the  time  for processing a claim, the
          Committee will provide written notice  to  any  claimant whose
          claim has been wholly or partly denied, including:

                    a.  the reasons for the denial,

                    b.  the  Plan  provisions  on  which  the denial  is
                        based,

                    c.  any additional material or information necessary
                        to  perfect  the  claim  and the reasons  it  is
                        necessary, and

                    d.  the Plan's claims review procedure.
<PAGE>
                    A claimant will be given a full  and  fair review by
          the  Committee  of  the  denial of his claim if he requests  a
          review in writing within 60  days  after  notification  of the
          denial.   The claimant may review pertinent documents and  may
          submit issues  and  comments orally, in writing, or both.  The
          Committee will render its decision on review in writing within
          60 days after receipt  by the Committee of the application for
          review, or within 120 days  if  the  Committee determines that
          special  circumstances exist which require  extension  of  the
          time for processing  the  application  for  review,  and  will
          include  specific  reasons  for the decision and references to
          the Plan provisions on which the decision is based.

               8.10  Information  from  Participants  and Beneficiaries.
          Each Participant and Beneficiary  shall be required to furnish
          to the Committee, in the form prescribed  by it, such personal
          data,  affidavits,  authorization  to obtain information,  and
          other information as the Committee may  deem  appropriate  for
          the proper administration of the Plan.


<PAGE>
                                    ARTICLE IX
                                NAMED FIDUCIARIES
                                ----------------- 

               9.1   Identity  of  Named  Fiduciaries.  The Company, the
          Trustee, the Committee, and any Investment Manager will be the
          "Named Fiduciaries" under the Plan and will control and manage
          the  Plan  and  its  assets  to  the extent and in the  manner
          indicated  in  this Plan.  Any responsibility  assigned  to  a
          "Named Fiduciary"  will  not  be  deemed  to  be  a  duty of a
          "Fiduciary"  (as  that  term  is  defined in ERISA) solely  by
          reason of such an assignment.

               9.2   Responsibilities and Authority of  Committee.   The
          Committee   will   control   and   manage  the  operation  and
          administration   of  the  Plan.   The  Committee   will   also
          (a) recommend  candidates   for   Trustee   to   the  Company,
          (b) appoint   any   Investment   Manager   to  the  Plan,  and
          (c) monitor  the  performance of such Trustee  and  Investment
          Manager.  The Committee  will recommend Plan amendments to the
          Company as necessary and will  communicate such information to
          the Trustee and Investment Manager  as  they  may need for the
          proper performance of their duties.

               9.3   Responsibilities  and  Authority  of  Trustee.  The
          Trustee will manage and control the assets of the Plan, except
          to  the  extent  that  such  responsibilities are specifically
          vested in the Company or the Committee  under the terms of the
          Plan,  or  are  delegated  to one or more Investment  Managers
          appointed by the Committee.

               9.4   Responsibilities of  the Company.  The Company will
          have the following responsibilities and authority with respect
          to control and management of the Plan and its assets:

                    a.  to amend the Plan;

                    b.  to  merge  or  consolidate  the  Plan  with,  or
                        transfer  all  or   part   of   the   assets  or
                        liabilities to, any other plan or to accept  the
                        transfer of assets from another qualified plan;

                    c.  to establish a funding policy;

                    d.  to  appoint,  remove, and replace Trustee(s) and
                        Committee members; and

                    e.  to perform such additional duties as are imposed
                        by law.

               9.5   Responsibilities Not  Shared.   Except as otherwise
          specified  herein  or  required by law, each "Named Fiduciary"
          will have only those responsibilities  that  are  specifically
          assigned to it hereunder, and no "Named Fiduciary"  will incur
          liability because of improper performance or nonperformance of
          responsibilities   specifically  assigned  to  another  "Named
          Fiduciary".
<PAGE>
               9.6   Dual Fiduciary  Capacity Permitted.   Any person or
          group  of  persons  may  serve  in  more  than  one  fiduciary
          capacity,  including  service  both  as  Trustee and Committee
          member.

               9.7   Advice.  A "Named Fiduciary" may  employ or  retain
          such attorneys, accountants, investment advisors, consultants,
          specialists,  and  other  persons  or  firms,  including  such
          persons  or  firms  that  may  also  perform  services for the
          Company,  as  he  deems  necessary or desirable to  advise  or
          assist him in the performance of his duties.  Unless otherwise
          provided by law, the "Fiduciary"  will be fully protected with
          respect to any action taken or omitted by him in reliance upon
          any such person or firm.

               9.8   Indemnification.    The  Company  to   the   extent
          permitted  by  law, will indemnify  and  hold  harmless  every
          person serving as  a  "Fiduciary" (whether a "Named Fiduciary"
          or otherwise) from and  against  all loss, damages, liability,
          and reasonable costs and expenses,  incurred  in  carrying out
          his fiduciary responsibilities, unless due to the bad faith or
          willful   misconduct   of   such   person,   provided  that  a
          "Fiduciary's" counsel fees and amount paid in  settlement must
          be approved by the Company.  The preceding sentence  will  not
          apply  to  a  corporate Trustee or to an investment manager as
          defined in ERISA,  except  as  the  Company and such corporate
          Trustee or investment manager may otherwise agree in writing.


<PAGE>
                                    ARTICLE X
                      PROVISIONS TO PREVENT DISCRIMINATION
                      ------------------------------------ 

               10.1   Prevention of  Discrimination.   With  a  view  of
          preventing  any discrimination in favor of highly  compensated
          Employees and  notwithstanding  anything  in  the  Plan to the
          contrary, the use of the assets of the Fund is subject  to the
          limitations specified in this Article.

               10.2   Highly Compensated Employees.  For the purpose  of
          this Article, "Highly Compensated Employees" means the twenty-
          five  highest  paid  Employees  of  any  Employer  as  of  the
          Effective Date or the date the Plan was  most recently amended
          in  a  manner  substantially  affecting  benefits   for   such
          Employees, but excluding any Employee to whom, on the basis of
          his  annual  rate  of  compensation  on  such  date, an annual
          retirement benefit to which he may be entitled upon retirement
          on or after his Normal Retirement Date will not exceed $1,500.

               10.3   Unrestricted  Benefit.  For the  purpose  of  this
          Article, the term unrestricted benefit means the amount of any
          highly compensated Employee's retirement benefit  which is not
          in excess of that provided by the greater of:

                    a.  $20,000, or

                    b.  20%  of his average annual compensation  over  a
                        period  of  at  least five consecutive years, or
                        $10,000, whichever  is  less,  multiplied by the
                        number   of   years  from  the  date  determined
                        pursuant to Section  10.2  and prior to any date
                        on which benefits are restricted  under  Section
                        10.4(a)(ii), or

                    c.  a  dollar  amount which equals the present value
                        of  the maximum  benefit  described  in  Section
                        4022(b)(3)(B)   of   ERISA  (determined  on  the
                        earlier of the date the  Plan  terminates or the
                        date   benefits  commence,  and  determined   in
                        accordance with regulations of the PBGC) without
                        regard to  any other limitations in Section 4022
                        of ERISA.
<PAGE>
               10.4   Restriction on Payment of Benefit

                    a.  During the ten  years  after the date determined
                        pursuant   to  Section  10.2,   the   retirement
                        benefits   payable    on   account   of   highly
                        compensated Employees shall  be  subject  to the
                        following  conditions, notwithstanding any other
                        provisions in the Plan to the contrary:

                        i.   Any  highly  compensated  Employee  who  is
                             retired  may receive his full benefit while
                             the Plan is in full effect.

                        ii.  If,  during   the   aforesaid   ten  years,
                             contributions are terminated or the Plan is
                             terminated  or an Employer is dissolved  or
                             liquidated, no  highly compensated Employee
                             shall  receive  any  benefit  which  is  in
                             excess of his unrestricted benefit.

                    b.  The  conditions  of Section  10.4(a)  shall  not
                        restrict the full payment of benefit payments to
                        the  Beneficiary  of   any   highly  compensated
                        Employee  who  dies while the Plan  is  in  full
                        effect.

               10.5   Repeal.   If the provisions  of this Article X are
          no longer required by the Code or ERISA, such provisions shall
          have no further force or effect.


<PAGE>
                                    ARTICLE XI
                             AMENDMENT OF THE PLAN
                             --------------------- 

               11.1   Right to Amend.  The Company, through its Board of
          Directors,  reserves the  right,  subject  to  the  limitation
          hereinafter provided,  to  amend  the  Plan  from time to time
          without   the   consent   of   any   Participating   Employer,
          Participant,  Beneficiary,  or other eligible survivor.   Each
          amendment of the Plan shall be  in  writing,  and shall become
          effective  on the date specified therein.  Each  Participating
          Employer by  its  adoption of the Plan shall be deemed to have
          delegated this authority to the Company.

               11.2   Restrictions  on  Amendment.   No amendment of the
          Plan may be made which shall either:

                    a.  deprive  any  Participant  or Beneficiary of any
                        part of his Accrued Benefit  as  constituted  at
                        the time of such amendment; or

                    b.  result  in  the  reversion  to any Participating
                        Employer of any part of the Fund  prior  to  the
                        satisfaction of all liabilities of the Plan.


<PAGE>
                                    ARTICLE XII
                              TERMINATION OF THE PLAN
                              -----------------------

               12.1   Events Constituting Termination.

                    a.  It  is  expressly  declared to be the desire and
                        intention  of  each  Participating  Employer  to
                        continue the Plan and  Fund  in existence for an
                        indefinite    period    of    time.     However,
                        circumstances not now anticipated or foreseeable
                        may  arise  in  the future, as a result of which
                        each Participating  Employer  may  deem it to be
                        impracticable  or  unwise to continue  the  Plan
                        established hereunder,  and  each  Participating
                        Employer   therefore   reserves  the  right   to
                        terminate the Plan insofar  as  it  affects  its
                        Employees   at   any  time.   Any  Participating
                        Employer may terminate  its participation in the
                        Plan by action of its Board  of Directors.  Such
                        termination  shall  be evidenced  by  a  written
                        instrument of termination executed by an officer
                        of  the  Participating   Employer   pursuant  to
                        authorization  by  its  Board  of Directors  and
                        shall   be   delivered   to  the  Company,   the
                        Committee,  the  Trustee  and   to   each  other
                        Participating  Employer.  To the maximum  extent
                        permitted by ERISA,  the termination of the Plan
                        as to any Participating  Employer  shall  not in
                        any   way   affect   any   other   Participating
                        Employer's participation in the Plan.

                    b.  With respect to any Participating Employer which
                        has  adopted  the  Plan,  its  adjudication   of
                        bankruptcy   or   insolvency  by  any  court  of
                        competent jurisdiction,  its making of a general
                        assignment  for the benefit  of  creditors,  its
                        dissolution,    merger,   consolidation,   other
                        reorganization or  discontinuance  of  business,
                        unless coverage for its Employees under the Plan
                        is  continued  by  a  successor company, or  its
                        complete discontinuance  of contributions, shall
                        operate to terminate the Plan  with  respect  to
                        such Employer.

                    c.  Subject  to  applicable  requirements  of  ERISA
                        governing   termination   of   employee  pension
                        benefit  plans, the Committee shall  direct  the
                        Trustee  to   segregate   the   assets   of  the
                        appropriate  Fund  allocable  to  a  terminating
                        Participating  Employer for payment of  benefits
                        in  accordance  with   the  provisions  of  this
                        Article.
<PAGE>
               12.2   Partial  Termination.  Upon a  partial termination
          of  the  Plan as determined by the  Committee under applicable
          law  with  respect  to a  group of Participants, the Committee
          shall  direct  the  Actuary  to  determine  the  proportionate
          interests  of  the  Participants  affected  by  such   partial
          termination.  After such  proportionate interests   have  been
          determined,  the   Committee   shall  direct  the  Trustee  to
          segregate the assets of the appropriate Fund allocable to such
          group  of  Participants for  payment of benefits in accordance
          with  the  provisions  of this  Article, subject to applicable
          requirements of ERISA.

               12.3   Allocation of Assets.  Upon termination or partial
          termination under Sections 12.1 and 12.2, the Accrued Benefits
          of Participants affected thereby shall become fully vested and
          non-forfeitable.  The assets of the Fund shall be allocated by
          the Committee (after payment  or  provision  for  expenses) to
          such Participants in the following manner and order:

                    a.  There  shall first be set aside an amount  which
                        will provide  for  a return of the Participant's
                        account   balance  attributable   to   voluntary
                        contributions.

                    b.  There shall  next  be  set aside an amount which
                        will provide retirement  income for Participants
                        and Beneficiaries who were receiving benefits or
                        who were eligible to receive  benefits  at least
                        three  years  prior  to  termination of the Plan
                        based   on   the  lowest  benefit   under   Plan
                        provisions  in  effect  during  the  five  years
                        preceding the date of the Plan's termination.

                    c.  There shall next  be  set  aside an amount which
                        will  provide all other guaranteed  benefits  as
                        provided  under  ERISA,  but  determined without
                        regard to Sections 4022(b)(5) and 4022(b)(6).

                    d.  There  shall next be set aside an  amount  which
                        will provide all other non-forfeitable benefits,
                        under  the   provisions   of  the  Plan  at  its
                        termination, but which are  not guaranteed under
                        ERISA.

                    e.  Finally,  there  shall  be set aside  an  amount
                        which will provide all other Accrued Benefits as
                        of the date of Plan termination.

                    If the appropriate assets of the Fund by the Trustee
          for retirement income for Participants  of the Plan, as of the
          date the Plan is terminated, are not sufficient  to provide in
          whole the amounts required within the classes described above,
          such  assets  will be allocated pro rata within the  class  in
          which  the  amounts   first   cannot   be  provided  in  full.
          Allocation  in  any of the above listed categories  is  to  be
          adjusted  for  any   allocation   already  made  to  the  same
          Participant  under  a  prior  category  so  as  to  avoid  any
          duplication of benefits payable under a prior category.
<PAGE>
               12.4   Manner of Distribution.   Subject to the foregoing
          provisions   of  this  Article  XII,  any  distribution  after
          termination of  the  Plan may be made, in whole or in part, to
          the extent that no discrimination results, in cash, securities
          or other assets in kind  (based  on their fair market value as
          of  the date of distribution), or in  nontransferable  annuity
          contracts,  as  the  Committee  in  its  sole discretion shall
          determine.   Any  amounts  remaining  in  the Fund  after  the
          satisfaction of all liabilities of the Plan  shall be returned
          to the Company and the respective Participating  Employer  who
          made contributions hereunder.

               12.5   Liquidation   of  Trust  Fund.    The  Fund  shall
          continue in  existence  after the  termination of the Plan for
          such  period  of  time  as may  be  required  to  complete the
          liquidation  thereof in  accordance  with  the  terms of  this
          Article XII.

               12.6   Internal    Revenue    Service     Approval    for
          Distribution.  In  the  event  that the Committee  applies  to
          the  Internal  Revenue  Service  for  a  determination  on the
          qualification of  the Plan upon  termination,  no person shall
          have any right or claim  to  any assets of the Fund before the
          Internal Revenue Service shall  determine  that  the  proposed
          distribution of assets under this Article does not  result  in
          the discrimination prohibited by Section 401(a) of the Code.


<PAGE>
                                    ARTICLE XIII
                           TOP-HEAVY PLAN REQUIREMENTS
                           ---------------------------

               13.1   General Rule.  For any  Plan  Year  for which this
          Plan is  a Top-Heavy  Plan  (as defined in Section 13.7),  any
          other provisions of the  Plan to the contrary notwithstanding,
          the Plan shall be subject to the following provisions:

                    a.  The vesting provisions of Section 13.2;

                    b.  The minimum benefit provisions of Section 13.3;

                    c.  The limitation  on  compensation  set by Section
                        13.4; and

                    d.  The limitation on benefits set by Section 13.5.

               13.2   Vesting   Provisions.   Each Participant who   has
          completed an Hour of Service during any Plan Year in which the
          Plan is Top-Heavy shall  have  a  non-forfeitable right to his
          Accrued Benefit under this Plan determined  by  the  following
          schedule to the extent that such schedule is more liberal than
          the vesting provided in Section 3.5:

           -------------------------------------------------------------
           |     Years of Service         |    Vesting Percentage      |
           -------------------------------------------------------------
           |less than 2                   |            0%              |
           |2 but less than 3             |            20              |
           |3 but less than 4             |            40              |
           |4 but less than 5             |            60              |
           |5 but less than 6             |            80              |
           |6 or more                     |           100              |
           -------------------------------------------------------------
<PAGE>
               13.3   Minimum Benefit Provisions.  Each  Participant who
          is a Non-Key Employee (as  defined  in Section 13.9) shall  be
          entitled  to  an Accrued Benefit attributable  to  Company  or
          Affiliated Company  contributions  in  the  form  of an annual
          retirement benefit (as defined in Section 13.3(a))  that shall
          not  be  less  than  the applicable percentage (as defined  in
          Section 13.3(b)) of the  Participant's average annual earnings
          (as determined under Section 415 of the Code) for years in the
          testing period (as defined in Section 13.3(c)):

                    a.  Annual  retirement   benefit   means  a  benefit
                        payable annually in the form of  a Straight Life
                        Annuity  (with no ancillary benefits)  beginning
                        at a Participant's Normal Retirement Date.

                    b.  Applicable  percentage  means  the  lesser of 2%
                        multiplied by the number of Years of  Service in
                        which the Plan is Top-Heavy or 20%.

                    c.  Testing   Period   means,   with  respect  to  a
                        Participant, the period of consecutive  Years of
                        Service  (not  exceeding five) during which  the
                        Participant had  the greatest aggregate earnings
                        from his Employer.  The testing period shall not
                        include any Year of  Service that ends in a Plan
                        Year beginning before  January 1, 1984 or during
                        which the Plan was not a Top-Heavy Plan.

                    Benefits taken into account  under this Section 13.3
          shall  not  include  any  benefits  payable under  the  Social
          Security Act or any other Federal or State law.

               13.4   Limitation on  Compensation.   Annual compensation
          taken into account under this  Article  XIII  for  purposes of
          computing benefits under this Plan shall not exceed  the first
          $200,000,   provided   that   such  limit  shall  be  adjusted
          automatically for each Plan Year  to  the amount prescribed by
          the Secretary of the Treasury pursuant  to regulations for the
          calendar year in which such Plan Year commences.

               13.5   Limitation  on  Benefits.   In the  event that the
          Company  or  an  Affiliated Company also maintains  a  defined
          contribution plan providing benefits on behalf of Participants
          in this Plan, one of the two following provisions shall apply:

                    a.  If for  the  Plan  Year this Plan would not be a
                        Top-Heavy  Plan if "90%"  were  substituted  for
                        "60%," then  Section  13.3  shall apply for such
                        Plan Year as if amended so that  the "applicable
                        percentage" means the lesser of 3% multiplied by
                        the number of Years of Service during  which the
                        Plan   would   be   Top-Heavy  and  the  overall
                        applicable percentage does not exceed the lesser
                        of 30% or 20% plus 1%  for each Year the Plan is
                        taken into account under this Section 13.5(a).
<PAGE>
                    b.  If for the Plan Year (1) if this Plan is subject
                        to  Section  13.5(a) but does  not  provide  the
                        required additional  minimum benefit as required
                        therein or (2) this Plan  would continue to be a
                        Top-Heavy  Plan  if "90%" were  substituted  for
                        "60%," then the denominator  of both the defined
                        contribution  plan  fraction  and   the  defined
                        benefit plan fraction shall be calculated as set
                        forth  in  Section  4.6 for the limitation  year
                        ending in such Plan Year  by  substituting "1.0"
                        for  "1.25"  in each place such figure  appears,
                        except with respect  to  any individual for whom
                        there are no employer contributions, forfeitures
                        or    voluntary   nondeductible    contributions
                        allocated  or  any  accruals for such individual
                        under the defined benefit plan.

               13.6   Coordination With Other Plans.   In the event that
          another   defined   contribution   or   defined  benefit  plan
          maintained  by the Company or an Affiliated  Company  provides
          contributions  or  benefits  on behalf of Participants in this
          Plan, such other plan shall be  treated as a part of this Plan
          pursuant to the applicable principles  set  forth  in  Revenue
          Ruling  81-202  in determining whether the plans are providing
          benefits at least  equal to the minimum benefit required under
          this Plan.  If the Plan  is subject to Section 13.5(b) but the
          Company or an Affiliated Company does not substitute "1.0" for
          "1.25"  as  required, the applicable  percentage  provided  in
          Section 13.3 shall be increased by one percentage point (up to
          a maximum of  10 percentage points).  Such determination shall
          be made by the Committee.

               13.7   Top-Heavy  Plan Definition.   This Plan shall be a
          Top-Heavy  Plan  for any Plan Year if, as of the Determination
          Date, the present  value  of  the  cumulative Accrued Benefits
          under   the   Plan   for   Participants   (including    former
          Participants) who are Key Employees exceeds 60% of the present
          value  of  the  cumulative Accrued Benefits under the Plan for
          all Participants,  or  if  this  Plan  is required to be in an
          Aggregation  Group  which for such Plan Year  is  a  Top-Heavy
          Group.  For purposes of making this determination, the present
          value of Accrued Benefits  for  a Participant (i) who is not a
          Key Employee, but who was a Key Employee  in  a prior year, or
          (ii) for Plan Years beginning after December 31, 1984, who has
          not performed any service for the Employer at any  time during
          the  five-year period ending on the Determination Date,  shall
          be disregarded.

                    a.  Determination  Date  means for any Plan Year the
                        last day of the immediately  preceding Plan Year
                        (except  that  for  the  first  Plan   Year  the
                        Determination  Date  means the last day of  such
                        Plan Year).
<PAGE>
                    b.  The present value shall  be determined as of the
                        most recent valuation date  that  is  within the
                        12-month period ending on the Determination Date
                        and  as  described in the regulations under  the
                        Code using  the  assumptions  for determining an
                        Actuarial Equivalent under the  Plan, except the
                        interest assumption shall be an annual  rate  of
                        5%.

                    c.  Aggregation  Group  means the group of plans, if
                        any, that includes both  the group of plans that
                        are  required  to  be  aggregated  and,  if  the
                        Committee so elects, the group of plans that are
                        permitted to be aggregated.

                        i.   The group of plans  that are required to be
                             aggregated   (the   "Required   Aggregation
                             Group")  includes:  (a) each  plan  of  the
                             Employer in  which  a  Key  Employee  is  a
                             Participant,     including    collectively-
                             bargained plans, and (b) each other plan of
                             the  Company  or  an   Affiliated   Company
                             including   collectively-bargained   plans,
                             which   enables  a  plan  in  which  a  Key
                             Employee  is  a  Participant  to  meet  the
                             requirements   of   the   Code  prohibiting
                             discrimination   as  to  contributions   or
                             benefits  in favor  of  employees  who  are
                             officers,  shareholders   or   the  highly-
                             compensated   or  prescribing  the  minimum
                             participation standards.

                        ii.  The group of plans that are permitted to be
                             aggregated  (the   "Permissive  Aggregation
                             Group") includes the  Required  Aggregation
                             Group plus one or more plans of the Company
                             or an Affiliated Company that is  not  part
                             of  the Required Aggregation Group and that
                             the Committee  certifies  as constituting a
                             plan  within  the  Permissive   Aggregation
                             Group.  Such plan or plans may be  added to
                             the  Permissive Aggregation Group only  if,
                             after  the  addition, the Aggregation Group
                             as a whole continues not to discriminate as
                             to contributions  or  benefits  in favor of
                             officers,   shareholders   or  the  highly-
                             compensated   and   to  meet  the   minimum
                             participation standards under the Code.
<PAGE>
                    d.  Top-Heavy Group means the  Aggregation Group, if
                        as of the applicable Determination Date, the sum
                        of the present value of the  cumulative  accrued
                        benefits  for  Key  Employees  under all defined
                        benefit plans included in the Aggregation  Group
                        plus  the  aggregate  of  the  accounts  of  Key
                        Employees  under  all defined contribution plans
                        included in the Aggregation Group exceeds 60% of
                        the sum of the present  value  of the cumulative
                        accrued  benefits  for all Employees  under  all
                        such defined benefit  plans  plus  the aggregate
                        accounts  for  all Employees under such  defined
                        contribution plans.  For purposes of making this
                        determination, the  present value of the accrued
                        benefits for a Participant  (i) who is not a Key
                        Employee, but who was a Key Employee  in a prior
                        year or (ii) who has not performed services  for
                        the Company or an Affiliated Company at any time
                        during   the  five-year  period  ending  on  the
                        Determination Date, shall be disregarded.

                        If the Aggregation  Group  that  is  a Top-Heavy
                        Group is a Required Aggregation Group, each plan
                        in   the   Group  will  be  Top-Heavy.   If  the
                        Aggregation Group that is a Top-Heavy Group is a
                        Permissive Aggregation  Group,  only those plans
                        that are part of the Required Aggregation  Group
                        will   be   treated   as   Top-Heavy.    If  the
                        Aggregation  Group is not a Top-Heavy Group,  no
                        plan within such Group will be Top-Heavy.

                    e.  In determining  whether  this Plan constitutes a
                        Top-Heavy  Plan, the Committee  shall  make  the
                        following adjustments in connection therewith:

                        i.   When more  than one plan is aggregated, the
                             Committee shall  determine  separately  for
                             each  plan  as of each plan's determination
                             date  the  present  value  of  the  accrued
                             benefits or  account  balance.  The results
                             shall  then  be aggregated  by  adding  the
                             results   of   each    plan   as   of   the
                             determination  dates for  such  plans  that
                             fall within the same calendar year.
<PAGE>
                        ii.  In determining the  present  value  of  the
                             cumulative accrued benefit or the amount of
                             the  account  of any Employee, such present
                             value or account  shall  include the dollar
                             value  of the aggregate distributions  made
                             to such  Employee under the applicable plan
                             during the  five-year  period ending on the
                             determination date, unless reflected in the
                             value  of  the accrued benefit  or  account
                             balance as of  the  most  recent  valuation
                             date.     Such    amounts   shall   include
                             distributions     to    Employees     which
                             represented the entire  amount  credited to
                             their  accounts under the applicable  plan,
                             and distributions  made  on  account of the
                             death of a Participant to the  extent  such
                             death  benefits  do  not exceed the present
                             value of the accrued benefit or account.

                        iii. Further, in making such determination, such
                             present value or such account shall include
                             any  rollover  contribution   (or   similar
                             transfer), as follows:

                             (1)  If   the   rollover  contribution  (or
                                  similar transfer)  is initiated by the
                                  Employee and made to  or  from  a plan
                                  maintained  by  another  employer, the
                                  plan providing the distribution  shall
                                  include such distribution in the value
                                  of  such  account;  the plan accepting
                                  the  distribution  shall  not  include
                                  such distribution in the value of such
                                  account  unless the plan  accepted  it
                                  before December 31, 1983.

                             (2)  If  the  rollover   contribution   (or
                                  similar  transfer) is not initiated by
                                  the  Employee  or  made  from  a  plan
                                  maintained  by  another  employer, the
                                  plan accepting the distribution  shall
                                  include   such   distribution  in  the
                                  present value of such account, whether
                                  the  plan  accepted  the  distribution
                                  before or after December 31, 1983; the
                                  plan making the distribution shall not
                                  include  the   distribution   in   the
                                  present value of such account.
<PAGE>
               13.8   Key  Employee.   The term Key  Employee  means any
          Employee  or former Employee under this Plan who, at any  time
          during the  Plan  Year  containing  the  Determination Date or
          during any of the four preceding Plan Years,  is or was one of
          the following:

                    a.  An   officer   of  the  Company  having   annual
                        compensation from  the  Employer  of 150% of the
                        Code  Section  415  dollar  limitation  for  the
                        calendar  year  in  which  the Plan  Year  ends.
                        Whether  an individual is an  officer  shall  be
                        determined  by the Committee on the basis of all
                        the  facts  and   circumstances,   such   as  an
                        individual's   authority,  duties  and  term  of
                        office,  and not  on  the  mere  fact  that  the
                        individual has the title of an officer.  For any
                        such  Plan  Year,  there  shall  be  treated  as
                        officers no more than the lesser of:

                        i.   50 Employees, or

                        ii.  the  greater  of  three Employees or 10% of
                             the  Employees of the  Company  during  the
                             Plan Year containing the Determination Date
                             or any of the preceding four Plan Years.

                        For  this  purpose,  the  highest-paid  officers
                        shall be selected.

                    b.  One of the ten  Employees  owning (or considered
                        as   owning,   within   the   meaning   of   the
                        constructive ownership rules of  the  Code) both
                        more  than  a  .50%  interest  in value and  the
                        largest interests in the Company.   An  Employee
                        who  has more than a .50% ownership interest  is
                        considered  to  be  one  of  the  top ten owners
                        unless  at  least  ten  other  Employees  own  a
                        greater interest than that Employee.

                        However,  an Employee will not be  considered  a
                        top ten owner  for  a  Plan Year if the Employee
                        earns  less than the maximum  dollar  limitation
                        under Section  415  of the Code on contributions
                        and other annual additions  to  a  Participant's
                        account in a defined contribution plan  for  the
                        calendar  year  in  which the Determination Date
                        falls.

                    c.  Any person who owns (or  is considered as owning
                        within the meaning of the constructive ownership
                        rules  of  the  Code)  more  than   5%   of  the
                        outstanding   stock  of  the  Company  or  stock
                        possessing more  than  5%  of the combined total
                        voting power of all stock of the Company.
<PAGE>
                    d.  Any person having annual compensation  from  the
                        Company  of  more  than $150,000 who owns (or is
                        considered  as owning  within  the  constructive
                        ownership rules of the Code) more than 1% of the
                        outstanding  stock   of  the  Company  or  stock
                        possessing more than 1%  of  the  combined total
                        voting power of all stock of the Company.

                    For  purposes  of  this Section 13.8, "Compensation"
          means all items includable as  compensation  for  purposes  of
          applying  the  limitations  on  contributions and other annual
          additions to a Participant's account in a defined contribution
          plan under the Code, and a Beneficiary of a Key Employee shall
          be treated as a Key Employee.

               13.9   Non-Key  Employee.   The  term  "Non-Key Employee"
          means any Employee (and any Beneficiary of an Employee) who is
          not a Key Employee.

               13.10  Change  from  Top-Heavy  Status.  In the event the
          Plan should become a Top-Heavy Plan for   a   Plan   Year  and
          subsequently reverts to a Plan which is not Top-Heavy, (a) and
          (b) below shall apply:

                    a.  The change from a Top-Heavy Plan to a plan which
                        is    not   Top-Heavy   shall   not   reduce   a
                        Participant's   non-forfeitable   right  to  any
                        benefit he has accrued under the Plan,  and  any
                        Participant who has completed five or more Years
                        of  Service  at  the  time the Plan reverts to a
                        plan which is not Top-Heavy  shall have his non-
                        forfeitable  right to benefits  under  the  Plan
                        determined in accordance with Section 13.2.

                    b.  The change from a Top-Heavy Plan to a Plan which
                        is   not   Top-Heavy    shall   not   reduce   a
                        Participant's Accrued Benefit.


<PAGE>
                                    ARTICLE XIV
                                GENERAL PROVISIONS
                                ------------------

               14.1   Plan Voluntary.  Although it is intended  that the
          Plan  shall be continued and that contributions shall be  made
          as herein  provided,  this  Plan  is entirely voluntary on the
          part of the Participating Employer and the continuance of this
          Plan and the payment of contributions  hereunder are not to be
          regarded  as  contractual  obligations  of such  Participating
          Employer.   The Participating Employers do  not  guarantee  or
          promise to pay  or  to  cause  to  be paid any of the benefits
          provided by this Plan.  Each person  who shall claim the right
          to any payment or benefit under this Plan,  shall  be entitled
          to look only to the Trust Fund for any such payment or benefit
          and  shall  not  have  any  right,  claim, or demand therefore
          against the Participating Employer, except as provided by law.
          The Plan shall not be deemed to constitute  a contract between
          the  Participating  Employer  and  any  Employee or  to  be  a
          consideration for, or an inducement for, the employment of any
          Employee by the Participating Employer.   Nothing contained in
          the Plan shall be deemed to give any Employee  the right to be
          retained  in the service of the Participating Employer  or  to
          interfere with  the  right  of  the  Participating Employer to
          discharge or to terminate the service  of  any Employee at any
          time   without   regard  to  the  effect  such  discharge   or
          termination may have on any rights under the Plan.

               14.2   Payments  to   Minors  and   Incompetents.   If  a
          Participant  or Beneficiary entitled to receive  any  benefits
          hereunder is a  minor  or  is  deemed  by the Committee, or is
          adjudged, to be legally incapable of giving  valid receipt and
          discharge  for such benefits, such benefits will  be  paid  to
          such person  or  institution as the Committee may designate or
          to the duly appointed  guardian.   Such  payment shall, to the
          extent made, be deemed a complete discharge  of  any liability
          for such payment under the Plan.

               14.3   Nonalienation  of  Benefits.   Except  as provided
          under  a  qualified  domestic  relations  order, as defined in
          Section  414(p)  of the Code,  no  amount  payable to, or held
          under  the  Plan  for  the  account  of,  any  Participant  or
          Beneficiary shall be  subject  in any manner  to anticipation,
          alienation,  sale, transfer, assignment,  pledge,  encumbrance
          or charge, and any attempt to so  anticipate, alienate,  sell,
          transfer, assign, pledge, encumber or charge the same shall be
          void.  Nor shall any amount payable to, or held under the Plan
          for the account of, any Participant of  Beneficiary  be in any
          manner    liable    for  his  debts,  contracts,  liabilities,
          engagements or torts, or be subject  to  any legal  process to
          levy upon or attach the same.
<PAGE>
               14.4   Merger, Consolidation  or Transfer.   In the event
          that  the Plan is merged or consolidated with any other  plan,
          or should the assets or liabilities of the Plan be transferred
          to any  other  plan,  each  Participant shall be entitled to a
          benefit  immediately  after  such   merger,  consolidation  or
          transfer if the Plan should then terminate equal to or greater
          than  the  benefit  he  would  have been entitled  to  receive
          immediately before such merger,  consolidation  or transfer if
          the Plan had then terminated.

               14.5   Return   of   Contributions    to    Participating
          Employers.  The  Plan is created for the  exclusive benefit of
          Participants and their Beneficiaries.  Except as  specifically
          otherwise provided in Sections 12.4,  14.8 and  14.12,  at  no
          time shall any  contributions to  the Plan  by a Participating
          Employer  or any assets  of  the  Trust Fund ever revert to or
          be used by a Participating Employer.

               14.6   Payment of Small  Benefits.  Effective January  1,
          1998,  if  the  Actuarial  Equivalent present value of monthly
          payments of retirement income  to  any  person would amount to
          less  than  $5,000  before such payments have  commenced,  the
          Committee shall direct the Trustee to pay such person the then
          present  value of such  retirement  income  in  one  lump  sum
          payment.   Prior  to  January 1, 1998, the reference to $5,000
          was $3,500.

               14.7   Recovery  of  Payments  Made  Due to a  Mistake of
          Fact.  If it  is  determined that the retirement  income under
          the Plan actually being paid to a Participant due to a mistake
          of fact, including, but not limited to, the calculation of the
          offset to a Participant's Accrued Benefit for the value of the
          Participant's account under the Avondale ESOP, is greater than
          the income such Participant is entitled to receive pursuant to
          Articles  IV,  V  and  VI,  the  Committee  may elect to alter
          subsequent  payments to such Participant in order  to  recover
          the value of such overpayments.

               14.8   Internal  Revenue Service  Approval.   If the Plan
          shall  not be initially approved and qualified by the Internal
          Revenue  Service  so  as  to permit the Employer to deduct its
          contributions to the Trust  Fund  for  income tax purposes, or
          shall not remain so approved and qualified,  all Participating
          Employer  contributions  shall  be returned to the  applicable
          Participating Employer.

                    This Section 14.8 shall  apply only if contributions
          are  returned  within  one year from the  date  on  which  the
          Internal Revenue Service  issues a notice that the Plan is not
          qualified.

               14.9   Construction  of  Agreement.   The Plan  shall  be
          administered, construed and enforced according  to the laws of
          the State of Louisiana; provided, however, wherever applicable
          the  provisions of ERISA shall govern, and in such  event  the
          laws of  the  United States of America shall be applied and to
          the  extent  necessary,   its   courts  shall  have  competent
          jurisdiction.
<PAGE>
               14.10  Headings.  The  headings  of articles and Sections
          of this Plan are for convenience of reference only, and in the
          case of any conflict between any such headings and the text of
          this Plan, the text shall govern.

               14.11  Use   of   Masculine   and Feminine;  Singular and
          Plural.  Wherever used in this Plan, the masculine gender will
          include the feminine gender  and the singular will include the
          plural, unless the context indicates otherwise.

               14.12  Return  of  Employer  Contributions  in  Excess of
          Amount  Deductible.    A  contribution  conditioned  upon  its
          deductibility under Section 404 of the  Code, may be returned,
          to the extent  the deduction is disallowed,  to  the  Employer
          within one (1) year after the disallowance.

               IN WITNESS WHEREOF, Avondale Industries,  Inc. has caused
          this instrument to be executed by its officers thereunto  duly
          authorized  and  its corporate seal to be hereunto affixed, as
          of the 30th day of December, 1997.


                                         AVONDALE INDUSTRIES, INC


                                         BY:  /s/ Thomas M. Kitchen
                                                  -----------------
                                                  Thomas M. Kitchen,
                                                  Secretary


          ATTEST

          /s/ Eugene K. Simon, Jr.
          ------------------------
          (Corporate Seal)

<PAGE>

                                  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  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 30TH DAY
          OF DECEMBER, 1997.

          /s/ Rudolph R. Ramelli
          ----------------------
          NOTARY PUBLIC

<PAGE>
                      AVONDALE INDUSTRIES, INC. PENSION PLAN

                                    APPENDIX A

                             PARTICIPATING EMPLOYERS



          The following Participating Employers have entered under  this
          Plan as of the following dates.   Such dates of  participation
          shall be used for purposes  of determining  such Participating
          Employers'  Employees'  eligibility to  participate  under the
          Plan.  Such dates shall also be used for  determining Years of
          Service  for both  vesting  and benefit accrual purposes under
          the Plan, if later than the dates specified in Section 1.38 of
          this Plan.

                Participating Employer            Date of Participation
           ------------------------------------- -----------------------
           Avondale Industries, Inc.                  October 1, 1985

           Avondale Services Corporation              October 1, 1985

           Avondale Gulfport Marine, Inc.                July 2, 1988

           Avondale Industries of New York, Inc.         July 1, 1989
                         
           Avondale Transportation Co., Inc.             July 1, 1989

           Avondale Enterprises, Inc.                 January 1, 1990
  

<PAGE>
                      AVONDALE INDUSTRIES, INC. PENSION PLAN

                                    APPENDIX B

                      REDUCTION FACTORS FOR EARLY RETIREMENT

<TABLE>
<CAPTION>
         Age                                               MONTHS
                  0       1       2       3       4       5       6       7       8       9     10      11
         <S>   <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>     <C> 

          55   0.4960  0.4988  0.5016  0.5044  0.5072  0.5100  0.5128  0.5156  0.5184  0.5212 0.5240  0.5268

          56   0.5296  0.5324  0.5352  0.5380  0.5408  0.5436  0.5464  0.5492  0.5520  0.5548 0.5576  0.5604

          57   0.5632  0.5660  0.5688  0.5716  0.5744  0.5772  0.5800  0.5828  0.5856  0.5884 0.5912  0.5940

          58   0.5968  0.5996  0.6024  0.6052  0.6080  0.6108  0.6136  0.6164  0.6192  0.6220 0.6248  0.6276 

          59   0.6304  0.6332  0.6360  0.6388  0.6416  0.6444  0.6472  0.6500  0.6528  0.6556 0.6584  0.6612

          60   0.6640  0.6696  0.6752  0.6808  0.6864  0.6920  0.6976  0.7032  0.7088  0.7144 0.7200  0.7256

          61   0.7312  0.7368  0.7424  0.7480  0.7536  0.7592  0.7648  0.7704  0.7760  0.7816 0.7872  0.7928

          62   0.7984  0.8040  0.8096  0.8152  0.8208  0.8264  0.8320  0.8376  0.8432  0.8488 0.8544  0.8600

          63   0.8656  0.8712  0.8768  0.8824  0.8880  0.8936  0.8992  0.9048  0.9104  0.9160 0.9216  0.9272

          64   0.9328  0.9384  0.9440  0.9496  0.9552  0.9608  0.9664  0.9720  0.9776  0.9832 0.9888  0.9944

          65   1.000
</TABLE>

          NOTES:

          - Factors determined as follows:


                     Age                              Factor
           ------------------------      -------------------------------
                      65                              1.000

           At least 60 but under 65      1.000 minus .56% for each month
                                                 prior to age 65

           At least 55 but under 60      .6640 minus .28% for each month
                                                 prior to age 60


          - Multiply benefit payable at age 65 by factor above to
            determine a benefit payable at an earlier retirement date.