AVONDALE INDUSTRIES, INC.

                              401(k)

                           SAVINGS PLAN

                   (Effective January 1, 1996)













<PAGE>
                                            PREAMBLE


               Effective  January 1, 1996, Avondale Industries, Inc. hereby
          establishes a 401(k)  (the  "Plan") governed by the provisions of
          this Plan document and any amendments  hereto.   The Plan and its
          related  Trust  are intended to qualify as a profit-sharing  plan
          and a cash-or-deferred arrangement under Sections 401(a), 501(a),
          401(k) and 401(m)  of  the  Internal  Revenue  Code  of  1986, as
          amended.   Any  ambiguity  shall be resolved by giving effect  to
          these intentions.

               The purpose of this Plan  is  to encourage Employees to save
          and invest systematically a portion of their current compensation
          in order that they may have an additional  source  of income upon
          their  retirement  or disability.  The benefits provided  by  the
          Plan are paid from the Trust Fund established by the Employer and
          are in addition to the benefits Employees are entitled to receive
          under any other programs  of  the  Employer and the United States
          Social Security Administration.

               The Plan and the Trust forming  a part hereof are maintained
          for  the  exclusive  benefit  of  the  Participants   and   their
          Beneficiaries.
          
                                           ARTICLE I
                                          DEFINITIONS

               All  capitalized  terms  used  in  this  Plan shall have the
          meaning  set forth in this Article I, unless a different  meaning
          is plainly required by the context:

               2   Accounts  shall mean each of a Participant's Employee-
          Deferral  Account, Employer  Contribution  Account  and  Rollover
          Contribution Account (including subaccounts established from time
          to time under  each  such  Account) established and maintained to
          record the interest of a Participant  in  the  Trust Fund as more
          fully described in Sections 1.15, 1.18 and 1.35.

               2.1   Active Participant shall mean an Eligible Employee who
          is employed by a Participating Employer through  the last payroll
          period ending within the Plan Year.

               2.2   Affiliated  Company  means the Company and  all  other
          entities  required  to  be  aggregated  with  the  Company  under
          Sections 414(b), (c), (m) or (o) of the Code.

               2.3   Beneficiary  shall   mean   the   person   or  persons
          designated  by  a  Participant  to  receive  the  amount, if any,
          payable  under  the  Plan in the event of a Participant's  death.
          Each Beneficiary designation  shall  be in the 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
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          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, otherwise the Participant's estate.

               2.4   Board  of  Directors shall mean the Board of Directors
          of Avondale Industries, Inc.

               2.5   Code shall mean  the Internal Revenue Code of 1986, as
          amended from time to time.  Reference  to any Section of the Code
          shall include any successor provision thereto.

               2.6   Committee   shall   mean  the  401(k)   Administrative
          Committee designated by the Company  to  administer  the  Plan in
          accordance with Section 12.2 or a person or entity designated  by
          the 401(k) Administrative Committee.

               2.7   Company  shall  mean Avondale Industries, Inc. and any
          successor company that may continue the Plan.

               2.8   Compensation.  The  term  "Compensation"  as  modified
          below,  has  the  following  meaning  for each respective purpose
          under the Plan:
                     (a)Plan  Compensation.   For purposes  of  determining
          contributions to the Plan, Plan Compensation  means base pay plus
          overtime, bonuses and short-term Disability payments, if any, and
          shall exclude permanent Disability payments and  any  other extra
          compensation  in  any  form  paid to the Employee by the Employer
          during the Plan Year.  Plan Compensation  will include any amount
          which  is  contributed  by  the  Employer pursuant  to  a  salary
          reduction  agreement and which is not  includible  in  the  gross
          income of an Employee under Sections 125 or 402(e)(3).

                     (a)Section  415  Compensation.   For  the  purpose  of
          applying  the limitations of Section 415 of the Code, Section 415
          Compensation means the Participant's wages, within the meaning of
          Section  3401(a)   of   the   Code  and  all  other  payments  of
          compensation to the Participant by the Employer (in the course of
          the  Employer's trade or business)  for  which  the  Employer  is
          required  to  furnish  the  Participant a written statement under
          Sections 6041(d) and 6051(a)(3) of the Code.

                     (a)Total Compensation  means  Section 415 Compensation
          plus  all amounts contributed by an Employer  on  behalf  of  the
          Participant  pursuant  to  a salary reduction agreement which are
          not  includible in the gross  income  of  the  Participant  under
          Sections 125, 402(e)(3), and 402(h)(1)(B) of the Code.
<PAGE>
               The  amount  of a Participant's annual Compensation that can
          be taken into account  under  any  of Subparagraphs (a) - (c) 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.   In
          determining  the  Compensation  of  a Participant for purposes of
          this limitation, the rules of Code Section 414(q)(6) shall apply,
          except in applying these rules, "family"  will  include  only the
          Participant's   spouse   and   any   lineal  descendants  of  the
          Participant who have not attained age  19 before the close of the
          year.  If, as a result of the application  of  these  rules,  the
          adjusted  $150,000  limit  is  exceeded  then  the  limit will be
          prorated  among  the  affected individuals determined under  this
          section before this limit is applied.

               2.9   Disability of  a  Participant shall mean the total and
          permanent  incapacity  of  a  Participant   to   engage   in  any
          substantial  gainful  employment,  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.

               2.10  Disability Retirement Date shall have  the meaning set
          forth in Section 9.2.

               2.11  Eligible Employee is defined at Section 2.1.

               2.12  Employee shall mean a person employed by  an Employer,
          excluding  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 the Plan.  A leased
          employee, as described in Section 414(n)(2)  of  the  Code, shall
          not be considered an Employee; provided, however, that any leased
          employee  who  subsequently  becomes  an Employee shall have  his
          previous  service as a leased employee used  in  calculating  his
          Years of Service under the Plan.

               2.13  Employee-Deferral  or  Employee-Deferral  Contribution
          shall mean the amount contributed by the Employer on behalf  of a
          Participant in accordance with Article III.

               2.14  Employee-Deferral   Account  shall  mean  the  Account
          maintained  for a Participant to  record  the  Employee-Deferrals
          under Article  III,  and  any  contributions  under  Section 4.6,
          contributed by the Employer on such Participant's behalf.

               2.15  Employee-Deferral  Agreement shall mean the  agreement
          described in Article III.

               2.16  Employer shall mean a Participating Employer or a Non-
          Participating Employer.

               2.17  Employer   Contribution   means   any   (a)   Matching
          Contributions, (b) Employer  Discretionary  Contributions and (c)
          contributions required on account of a Top-Heavy Plan Year.

               2.18  Employer Contribution Account shall  mean  the account
          established  for  a  Participant  which  is  funded  by  Employer
          Contributions.

               2.19  Employer  Discretionary  Contribution  shall  mean   a
<PAGE>
          contribution  by  an  Employer  to the Trust Fund as described in
          Article V.

               2.20  Entry Date shall mean  February  1, 1996 and the first
          day of each month thereafter and any other date  during  the Plan
          Year specified by the Committee.

               2.21  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.

               2.22  Highly Compensated  Employee  shall  mean  any  highly
          compensated  active  Employee  and  any highly compensated former
          Employee as described in this Section 1.23.

               A highly compensated active Employee  includes  any Employee
          who  performs  service  for the Employer during the determination
          year  and  who, during the  look-back  year:  (i) received  Total
          Compensation  from the Employer in excess of $75,000 (as adjusted
          pursuant to section  415(d)  of  the  Code);  (ii) received Total
          Compensation from the Employer in excess of $50,000  (as adjusted
          pursuant to section 415(d) of the Code) and was a member  of  the
          top-paid  group  for  such  year;  or (iii) was an officer of the
          Employer and received Total Compensation during such year that is
          greater than 50 percent of the dollar  limitation in effect under
          section  415(b)(1)(A) of the Code.  The term  Highly  Compensated
          Employee also  includes:  (i) Employees who are both described in
          the  preceding sentence  if  the  term  "determination  year"  is
          substituted for the term "look-back year" and the Employee is one
          of the  100  Employees  who  received the most Total Compensation
          from   the   Employer   during   the  determination   year;   and
          (ii) Employees who are 5 percent owners  at  any  time during the
          look-back year or determination year.

               If no officer has satisfied the compensation requirement  of
          (iii) above during either a determination year or look-back year,
          the  highest  paid  officer  for  such year shall be treated as a
          Highly Compensated Employee.

               For purposes of this Section 1.23,  the  determination  year
          shall  be the Plan Year.  The look-back year shall be the twelve-
          month period immediately preceding the determination year.

               A Highly  Compensated  former Employee includes any Employee
          who separated from service (or  was  deemed  to  have  separated)
          prior  to  the  determination  year, performs no service for  the
          Employer  during  the  determination   year,  and  was  a  highly
          compensated active Employee for either the separation year or any
          determination  year  ending  on  or  after  the  Employee's  55th
          birthday.

               If an Employee is, during a determination  year or look-back
          year, a family member of either a five percent (5%)  owner who is
          an active or former Employee or a Highly Compensated Employee who
          is  one of the ten (10) most Highly Compensated Employees  ranked
          on the  basis  of  Total Compensation paid by the Employer during
          such year, then the family member and the five percent (5%) owner
          or top-ten Highly Compensated  Employee  shall be aggregated.  In
          such case, the family member and five percent  (5%) owner or top-
<PAGE>
          ten (10) Highly Compensated Employee shall be treated as a single
          Employee   receiving  compensation  and  Plan  contributions   or
          benefits equal  to the sum of such compensation and contributions
          or benefits of the  family  member and five percent (5%) owner or
          top-ten  Highly  Compensated  Employee.   For  purposes  of  this
          Section  1.23,  family  member  includes   the   spouse,   lineal
          ascendants and descendants of the Employee or former Employee and
          the spouses of such lineal ascendants and descendants.

               The  determination  of who is a Highly Compensated Employee,
          including  the determinations  of  the  number  and  identity  of
          Employees in  the  top-paid  group,  the  top  one  hundred (100)
          Employees,  and number of Employees treated as officers  and  the
          compensation  that is considered, will be made in accordance with
          Section 414(q) of the Code and the Regulations thereunder.

               2.23  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;

                     (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 vacation, holiday, illness,
          incapacity (including  disability),  layoff,  jury duty, military
          duty, or leave of absence, provided that:

                          (i)no  more  than 501 Hours of Service  shall  be
          credited under this paragraph  (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  paragraph  (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 worker's
          compensation, unemployment compensation or  disability  insurance
          laws;

                     (c)Each  hour  not already included under this Section
          1.24  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
          1.24 with respect to periods described in this Section 1.24 above
          shall be subject to the limitation therein set forth; and

                     (d)Solely  for purposes of determining whether a Break
          in Service, as defined  in  Section  1.29,  for participation and
          vesting  purposes  has occurred in a computation  period,  if  an
          Employee is away from  work  on  a  Parental  Absence,  he  shall
          receive  credit  for  the  Hours of Service which would otherwise
<PAGE>
          have been credited to such individual but for such absence, or in
          any case in which such hours  cannot  be  determined,  8 Hours of
          Service  per  day of such absence.  The Hours of Service credited
          under  this  Section   1.24(d)   shall  be  credited  (1) in  the
          computation period in which the absence  begins  if the crediting
          is  necessary  to prevent a Break in Service in that  period,  or
          (2) in all other cases, in the following computation period.

               To the extent not credited above, Hours of Service will also
          be credited based  on the customary work week of the Employee for
          periods of military  duty  (as  required  by  applicable law) and
          approved leaves of absence.

               The  number  of Hours of Service to be credited  under  this
          Section 1.24 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 this Section 1.24 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.

               2.24  Matching Contribution  shall mean a contribution by an
          Employer to the Trust Fund as described in Article IV.

               2.25  Non-Highly Compensated Employee shall mean an Employee
          who is not a Highly Compensated Employee.

               2.26  Non-Participating Employer  shall  mean  an Affiliated
          Company which is not a Participating Employer.

               2.27  Normal  Retirement  Date  shall  have the meaning  set
          forth   in  Section  9.1.   Normal  Retirement  Age   means   the
          Participant's sixty-fifth (65th) birthday.

               2.28  One-Year  Break-in-Service  or  Break in Service shall
          mean  a twelve-month consecutive period following  an  Employee's
          Service  Termination  Date,  as  defined  in Section 1.36, during
          which the Employee fails to be credited with an Hour of Service.
               2.29  Parental Absence shall mean an Employee's absence from
          work for any of the following reasons:  (i) the  pregnancy of the
          Employee,  (ii) the  birth  of  the  Employee's child,  (iii) the
          adoption of a child by the Employee, or (iv) 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.

               2.30  Participant  shall mean (i) any Eligible Employee  for
          whom Employee-Deferral Contributions  have  been made or (ii) any
          former Eligible Employee on whose behalf an Account  continues to
          be  maintained  in the Plan pursuant to Article II.  An  Eligible
          Employee remains  a  Participant  as  long  as  he has an Account
          balance, as provided in Section 2.2.

               2.31  Participating   Employer   shall  mean  the   Company,
          Avondale Services Corporation, and any  Affiliated  Company  that
          adopts  this  Plan  pursuant  to  authorization  by  the Board of
          Directors of the Company and the board of directors of the newly-
<PAGE>
          adopting entity.

               By authorizing the adoption of this Plan, the governing body
          of any Participating Employer expressly recognizes and  delegates
          to  the  Company and its Board of Directors the right to exercise
          on  the behalf  of  the  Participating  Employer  all  power  and
          authority  conferred  by  the Plan to the Company or its Board of
          Directors.

               2.32  Plan shall mean  the  Avondale Industries, Inc. 401(k)
          Savings Plan, as set forth in this  document  and as amended from
          time to time.

               2.33  Plan Year shall mean the calendar year.

               2.34  Rollover Contribution Account shall  mean  the Account
          maintained  for a Participant to record his rollover contribution
          made pursuant to Section 3.8.

               2.35  Service Termination Date shall mean the earlier of the
          following:

                     (a)the  date  on  which  by  reason  of  an Employee's
          resignation,  discharge, retirement or death the Employee  is  no
          longer employed by any Employer; or

                     (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  paragraphs  (a)  and  (c)),  including
          holidays,  paid vacations, sick leaves and absence on account  of
          disability.

               2.36  Trust  or Trust Agreement shall mean the agreement and
          any  and all amendments  and  supplements  thereto  entered  into
          between  the  Company and the Trustee.  The Trust Agreement shall
          be deemed to be  part  of  this  Plan  as  if  all  the terms and
          provisions were fully set forth herein.

               2.37  Trustee shall mean the person or persons appointed  by
          the Board of Directors to be Trustee under the Trust Agreement.

               2.38  Trust  Fund  shall mean all assets held by the Trustee
          in accordance with the Trust Agreement.

               2.39  Valuation Date shall mean the last day of each quarter
          during the Plan Year or any  other  date or dates during the Plan
          Year specified by the Committee upon  which  the  assets  of  the
          Trust  Fund  are valued as described in Article VIII.  The Annual
          Valuation Date shall mean the last day of the Plan Year.

               2.40  Vested   Interest   shall   mean   the  portion  of  a
          Participant's    Accounts    which   has   become   vested    and
          nonforfeitable, under Section 6.3.

               2.41  Year  of  Service  shall   mean   a   12-month  period
          commencing on the first day on which an Employee is credited with
          an  Hour  of  Service (or commencing on such Employee's  date  of
          rehire in the case  of  an Employee who has not previously become
<PAGE>
          an  Eligible  Employee  and   who   has  incurred  five  or  more
          consecutive One Year Breaks in Service)  or  anniversary  thereof
          during which he is continuously employed by an Employer, provided
          that:

                     (a)An  Employee  shall  be  credited  with one Year of
          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 that 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 Service shall include  any  one or more of
          the following:

                          (i)any  period of absence because of  service  in
          the military forces of the  United  States, provided the Employee
          returns to work within 90 days after  first becoming eligible for
          discharge from active duty;

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

                          (iii) any period while the 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 an
          Employer including paid holidays, paid vacations and sick leaves;

                          (v) any other  period  of  absence  provided  the
          Employee  returns  to work with an 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.
               Except as otherwise specifically provided under this Section
          1.42,  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. All of an Employee's
          Years of Service with the Employer  shall  be  taken into account
          for  purposes  of satisfying the Plan's eligibility  requirements
          and  for calculating  a  Participant's  Vested  Interest  in  his
          Employer Contribution Account.


                                           ARTICLE II
                                         PARTICIPATION

               2.1   Commencement  of  Participation.   Each Employee shall
          become an Eligible Employee as of the first Entry  Date  on which
          he  is  employed  by a Participating Employer and which coincides
          with or immediately  follows  the  date as of which such Employee
<PAGE>
          has  both  (a)  attained  age 21 and (b) completed  one  Year  of
          Service.

               2.2   Termination of Participation.  An Eligible Employee or
          Participant who (i) has a Service Termination Date (ii) becomes a
          member of a group of employees covered by a negotiated collective
          bargaining agreement which  does not provide for participation in
          the  Plan or (iii) becomes an  Employee  of  a  Non-Participating
          Employer  shall  no  longer  be  an  Eligible  Employee but shall
          continue as a Participant in the Plan entitled to  share  in  the
          earnings  and losses of the Trust Fund and to exercise the rights
          of a Participant  hereunder  until  his  Vested Interest has been
          distributed and the non-vested portion of  his  Accounts, if any,
          has been forfeited pursuant to Section 6.4.

               The participation of any Participant shall end  when  (i) no
          further benefits are payable to him or his Beneficiary under  the
          Plan and (ii) no further amounts are credited to his Accounts.

               2.3   Participation Following Reemployment.

               If  an  Employee  has  a  Service  Termination  Date  but is
          reemployed before a One Year Break in Service occurs, he shall be
          treated as if his employment was not broken.

               If  an  Employee who had not had a Year of Service incurs  a
          One Year Break in Service and is later reemployed by an Employer,
          he shall be treated as a new Employee for purposes of determining
          eligibility to participate in the Plan.

               If an Eligible  Employee  experiences  a  One-Year  Break in
          Service  and is later reemployed by a Participating Employer,  he
          shall automatically  become  an  Eligible  Employee again and the
          Committee  shall  allow  him to elect to make Employee-Deferrals,
          pursuant to Section 3.1.


                                          ARTICLE III
                                       EMPLOYEE-DEFERRALS

               3.1   Employee-Deferrals.   An  Eligible  Employee may enter
          into  an  Employee-Deferral Agreement with his Employer  on  such
          form or forms as the Committee shall prescribe or through a voice
          response system  after  such Participant has entered his personal
          identification number.  In  the  Employee-Deferral  Agreement the
          Eligible  Employee shall agree to accept a deferral of  his  Plan
          Compensation  expressed as a whole percentage no less than 1% and
          no more than 13%.   The  Employee-Deferral Agreement shall remain
          in effect until changed or  discontinued  as  provided in Section
          3.3.  An Employee's election under this Section  3.1  can be made
          when the Employee becomes an Eligible Employee effective  on  the
          next  calendar month following the date on which such election is
          received by the Committee.

               No Employee-Deferral may be paid to the Plan by the Employer
          on behalf  of  a Participant after he ceases to be an Employee or
          during any period  when  such  Participant  is not receiving Plan
          Compensation from the Employer.

<PAGE>
               3.2   Delivery  of  Employee-Deferral  Contributions.    The
          Employee-Deferral   made   by  the  Employer  on  behalf  of  any
          Participant shall be transmitted  to  the Trustee by the Employer
          as soon as practicable after the close  of  the calendar month in
          which the Employee-Deferral occurs; provided,  however,  that  no
          Employee-Deferral  for  any  portion  of  a  Plan  Year  shall be
          delivered  to  the Trustee later than 90 days after the close  of
          the month in which  the  amount  was  deducted from Participant's
          Plan Compensation.

               3.3   Changes in and Discontinuance  of  Employee-Deferrals.
          A  Participant  may  change  the  rate  of Employee-Deferrals  or
          discontinue Employee-Deferrals paid by his  Employer  to the Plan
          on  his  behalf  effective as of the next payroll period provided
          the Participant has  given  the  Committee advance notice of such
          change in such form and within such  time  period  preceding  the
          effective date of the change as the Committee may prescribe.

               3.4   Dollar  Limitation.  In no event shall a Participant's
          Employee-Deferral Contributions  for a Participant's taxable year
          exceed  $9,500,  or  such larger amount  as  allowed  under  Code
          Section 402(g) to reflect increases in the cost of living.

               3.5   Return of Excess Deferral Amounts.  If a Participant's
          Employee-Deferral Contributions  under the Plan should exceed the
          dollar limitation under Section 3.4  for  a Plan Year, the excess
          amount  and  the  earnings  thereon shall be distributed  to  the
          Participant no later than the  April 15  following  the  calendar
          year  of  the  excess  deferral.   If  a Participant notifies the
          Committee in writing no later than March 1 following the calendar
          year of the excess deferral that he was  also  a participant in a
          plan of an unrelated employer governed by the Code Section 402(g)
          dollar  limitation  described  in  Section  3.4, that  the  total
          deferrals   under  the  plans  exceeded  the  dollar   limitation
          described in  Section  3.4, and that he has allocated some or all
          of the excess deferrals  to  this Plan, then the excess allocated
          to this Plan (and the earnings  thereon)  shall be distributed to
          the Participant no later than the following April 15.

               Any returned excess deferrals must include  income  or  loss
          for  the  calendar  year of the excess deferral, and must include
          income or loss for the  "gap period" between the end of that year
          and the date of distribution.   The gain or loss allocable to the
          Excess Deferral Amount for the preceding  calendar  year shall be
          determined  by  any reasonable method, provided that such  method
          does not violate  Section  401(a)(4) of the Code, is consistently
          applied,  and  is  used for allocating  income  to  Participants'
          Accounts.

               Any   Matching  Contributions   attributable   to   returned
          Employee-Deferrals  shall  be forfeited unless they can be deemed
          to match previously unmatched  Employee-Deferrals  as provided in
          Section  4.1.   The  amount of excess deferrals to be distributed
          shall be reduced by Excess  Contributions  previously distributed
          for the taxable year ending in the same Plan Year, as provided in
          Section 3.7.

               3.6   Non-Discrimination Rules

<PAGE>
                     (a)Definition.  The term "Actual  Deferral Percentage"
          (hereinafter "ADP") as used in this Section 3.6  shall  mean, for
          each  specified group of Eligible Employees for a Plan Year,  the
          average  of  the  ratios (calculated separately for each Eligible
          Employee in such group)  of  (1) the amount of Employee-Deferrals
          actually delivered to the Trustee  for  the Eligible Employee for
          the Plan Year to (2) the Eligible Employee's  Total  Compensation
          for the portion of such Plan Year (during which) the Employee was
          an Eligible Employee.  The ADP shall be calculated separately for
          the  group  consisting  of  Highly Compensated Employees and  the
          group consisting of Non-Highly Compensated Employees.

                     (b)An Eligible Employee  who  fails  to make Employee-
          Deferrals shall be included in the testing with a ratio of zero.

                     (c)The Tests.  In each Plan Year the Plan must satisfy
          one of the following tests:

                          (i)The ADP for Eligible Employees  who are Highly
          Compensated Employees for the Plan Year shall not exceed  the ADP
          for  Eligible  Employees who are Non-Highly Compensated Employees
          for the same Plan Year multiplied by 1.25; or

                          (ii)The ADP for Eligible Employees who are Highly
          Compensated Employees for  the Plan Year shall not exceed the ADP
          for Eligible Employees who are  Non-Highly  Compensated Employees
          for the same Plan Year multiplied by 2.0, provided  that  the ADP
          for Eligible Employees who are Highly Compensated Employees  does
          not  exceed  the  ADP  for  Eligible Employees who are Non-Highly
          Compensated Employees by more than two (2) percentage points.

                     (d)Special Rules in Connection with ADP Testing:

                          (i)The ADP for  any  Eligible  Employee  who is a
          Highly Compensated Employee for the Plan Year and who is eligible
          to have Employee-Deferrals allocated to his accounts under two or
          more  arrangements  described  in  Code  Section 401(k), that are
          maintained by one or more Employers, shall  be  determined  as if
          such  contributions  were made under a single arrangement.  If  a
          Highly Compensated Employee  participates  in two or more cash or
          deferred arrangements that have different plan years, all cash or
          deferred  arrangements ending with or within  the  same  calendar
          year shall be treated as a single arrangement.

                          (ii)In the  event  that  this  Plan satisfies the
          requirements of Code Sections 401(k), 401(a)(4),  or  410(b) only
          if  aggregated  with  one or more other plans, or if one or  more
          other plans satisfy the  requirements  of such Code Sections only
          if  aggregated with this Plan, then this  Section  3.6  shall  be
          applied  by determining the ADP of Employees as if all such plans
          were a single plan.

                          (iii)For purposes of  determining  the  ADP of an
          Eligible Employee who is a five (5%) owner or one of the ten (10)
          most  highly-paid  Highly  Compensated  Employees,  the Employee-
          Deferrals and Total Compensation of such Eligible Employee  shall
          include  the  Employee-Deferrals  and  Total Compensation for the
          Plan  Year  of  members  of  the Eligible Employee's  Family  (as
          defined at Section 1.9).  Family  members  with  respect  to such
<PAGE>
          Highly  Compensated  Employees  shall  be disregarded as separate
          Employees in determining the ADP both for  Eligible Employees who
          are Non-Highly Compensated Employees and for  Eligible  Employees
          who are Highly Compensated Employees.

                          (iv)For purposes  of  determining  the  ADP test,
          Employee-Deferrals shall be taken into account only if:   paid to
          the  Trust  before  the  last day of the twelve (12) month period
          immediately following the  Plan  Year  to which the contributions
          relate; and which relate to Total Compensation  which  would have
          been received by the Eligible Employee in the Plan Year  (but for
          the  deferral  election)  or  which  is  attributable to services
          performed by the Eligible Employee in the  Plan  Year  and  would
          have  been  received  by  the  Eligible Employee within 2 1/2 months
          after the close of the Plan Year (but for the deferral election).

                          (v)The determination  and  treatment  of  the ADP
          amounts  of  any  Eligible  Employee  shall  satisfy  such  other
          requirements  as  may  be  prescribed  by  the  Secretary  of the
          Treasury.

                          (vi)In the  event  that  the  ADP  of  the Highly
          Compensated  Employees  for  the  Plan Year determined as a  date
          prior to the last day of the Plan Year  indicates  that  the Plan
          for the year will not otherwise comply with either ADP test,  the
          Committee  has the authority to reduce the Employee-Deferral rate
          for the remainder  of  the  Plan Year for all or a portion of the
          Highly Compensated Employees  in  an equitable manner to increase
          the likelihood that one of the ADP tests will be satisfied.

               3.7   Return of Excess Contributions

                     (a)Definition.   "Excess  Contributions"  shall  mean,
          with respect to any Plan Year, the excess of:
                          (i)The  aggregate  amount  of  Employee-Deferrals
          actually  taken into account  in  computing  the  ADP  of  Highly
          Compensated Employees for such Plan Year, over

                          (ii)The maximum amount of such Deferrals permitted
          by the ADP  test (determined by reducing Deferrals made on behalf
          of Highly Compensated  Employees  in order of the ADPs, beginning
          with the highest of such percentages).

                     (b)Determination of Income  or  Loss.   The  income or
          loss allocable to Excess Contributions shall be determined  using
          any reasonable method, provided that such method does not violate
          Section  401(a)(4)  of  the Code, is consistently applied, and is
          used for allocating income  to  Participants' Accounts.  Earnings
          must include income or loss for the  "gap period" between the end
          of the taxable year and the date of distribution.

                     (c)Distribution      of      Excess     Contributions.
          Notwithstanding  any  other  provision  of  this   Plan,   Excess
          Contributions,  plus  any  income  and  minus  any loss allocable
          thereto, shall be distributed no later than the  last  day of the
          Plan   Year   to  Participants  to  whose  accounts  such  Excess
          Contributions were  allocated  for the preceding Plan Year.  Such
          distributions shall be made to Highly  Compensated  Employees  on
          the  basis of the respective portions of the Excess Contributions
<PAGE>
          attributable   to  each  of  such  Employees.   With  respect  to
          Participants who  are  subject  to  the family member aggregation
          rules of Code Section 414(q)(6), the  ADP  of  such  Participants
          shall  be  reduced  in  accordance  with  the  "leveling"  method
          described in the regulations and the Excess Contributions of such
          Participants  shall be allocated in the manner prescribed by  the
          regulations.  Excess  Contributions  shall  be  treated as Annual
          Additions under the Plan.  The amount of Excess Contributions  to
          be  distributed  shall  be reduced by excess deferrals previously
          distributed for the same  year  pursuant  to  Section 3.5 and any
          Matching  Contributions  with respect to such distributed  Excess
          Contributions (and the earnings thereon) shall be forfeited.

               3.8   Rollover Contributions.  A Participant who has entered
          into an Employee-Deferral  Agreement  may  contribute to the Plan
          any   amount   distributed  from  the  Participant's   individual
          retirement account,  individual  retirement annuity, or qualified
          plan which qualifies under either  of  Code  Sections  402(c)  or
          408(d)(3)(A)(ii),  which is transferred within the required time,
          and which meets all  other  requirements of law for a rollover to
          the Plan.  The Employer, the  Committee,  and  the  Trustee shall
          rely  upon  the  Participant's  written  certification  that  the
          transfer   is   a   permitted  rollover  meeting  all  the  above
          requirements.  Such a  contribution  shall  be held in a separate
          Rollover  Contribution  Account  for  the  Participant.   If  the
          Committee should learn that the rollover did  not  meet  all  the
          aforesaid  requirements,  the value of the Participant's Rollover
          Contribution Account as of  the  preceding Valuation Date (or the
          date of the rollover, if later) shall be returned to him.


                                           ARTICLE IV
                                     MATCHING CONTRIBUTIONS

               4.1   Matching Contributions.   The Board of Directors shall
          annually determine the amount of a Matching Contribution, if any,
          to be contributed for the Plan Year.   The  Matching Contribution
          shall   be   allocated   based  on  the  ratio  of  each   Active
          Participant's Employee-Deferrals  for  the Plan Year to the total
          of  Employee-Deferrals made by all Active  Participants  for  the
          year.   For  purposes  of  this allocation, Participant Employee-
          Deferrals in excess of 6% of each Participant's Plan Compensation
          shall be disregarded.

               4.2   Forfeitures.  Forfeitures  shall  be  allocated in the
          same manner as Matching Contributions under Section 4.1.

               4.3   Delivery  of  Contributions.   An Employer's  Matching
          Contributions shall be delivered to the Trustee  at  such time as
          the  Employer  determines, but in no event shall any contribution
          for a Plan Year  be  made  later  than  the  deadline,  including
          extensions,  for the filing of the Company's tax return for  that
          year.

               4.4   Adjustments    if    Employee-Deferral   Contributions
          Adjusted.  If under Section 3.5 or  Section  3.7  a Participant's
          Employee-Deferral  Contributions are returned to him,  and  as  a
          result the net Employee-Deferral  Contributions for the Plan Year
          are  a smaller percentage of Plan Compensation  than  the  amount
<PAGE>
          taken  into  account in making Matching Contributions, the amount
          of the Matching  Contributions shall be reduced accordingly.  The
          reduction  in  the  Matching   Contribution   (and  any  earnings
          attributable to the reduction) shall be treated  as  a Forfeiture
          under the provisions of Section 4.2.

               4.5   Discrimination Test - Matching Contributions.

                     (a)Definitions:

                          (i)"Average  Contribution  Percentage"  or  "ACP"
          shall  mean  the  average of the Contribution Percentages of  the
          Eligible Employees in a group.

                          (ii)"Contribution Percentage" shall mean the ratio
          (expressed   as  a  percentage)   of   an   Eligible   Employee's
          Contribution Percentage  Amounts to the Eligible Employee's Total
          Compensation for the portion  of  the  Plan  Year in which he was
          eligible to make Employee-Deferrals.

                          (iii)"Contribution Percentage Amounts" shall mean
          the  Matching  Contributions  under  the  Plan  on  behalf of the
          Eligible Employee for the Plan Year.  The Employer may  elect  to
          use  Employee-Deferrals in the Contribution Percentage Amounts so
          long as  the  ADP  test  is met before the Employee-Deferrals are
          used  in  the ACP test and continues  to  be  met  following  the
          exclusion of  those  Employee-Deferrals that are used to meet the
          ACP test.

                     (b)The Tests.  In each Plan Year the Plan must satisfy
          one of the following tests:

                          (i)The  ACP for Eligible Employees who are Highly
          Compensated Employees for  the Plan Year shall not exceed the ACP
          for Eligible Employees who are  Non-Highly  Compensated Employees
          for the same Plan Year multiplied by 1.25; or

                          (ii)The ACP for Eligible Employees who are Highly
          Compensated Employees for the Plan Year shall not exceed  the ACP
          for  Eligible  Employees who are Non-Highly Compensated Employees
          for the same Plan  Year  multiplied by two (2), provided that the
          ACP for Eligible Employees  who  are Highly Compensated Employees
          does not exceed the ACP for Eligible Employees who are Non-Highly
          Compensated Employees by more than two (2) percentage points.

                     (c)Special Rules:

                          (i)(A)"Aggregate Limit" shall mean the greater of
          (A) or (B) below:

                                      (1)The sum of

                                         a)one  hundred twenty-five percent
          (125%) of the greater of the ADP or the  ACP  of  the  Non-Highly
          Compensated Employees in the same Plan Year, plus

                                         b)Two  (2) percentage points  plus
          the lesser of such ADP or ACP of Non-Highly Compensated Employees
          in the same Plan Year, provided, however,  that in no event shall
<PAGE>
          this amount exceed two hundred percent (200%)  of  the  lesser of
          the ADP or the ACP of Non-Highly Compensated Employees, and

                                      (2)The sum of

                                         a)one hundred twenty-five  percent
          (125%)  of  the  lesser  of  the ADP or the ACP of the Non-Highly
          Compensated Employees in the same Plan Year, plus

                                         b)Two  (2)  percentage points plus
          the  greater  of  the  ADP  or the ACP of Non-Highly  Compensated
          Employees in the same Plan Year,  provided,  however,  that in no
          event shall this amount exceed two hundred percent (200%)  of the
          greater   of  the  ADP  or  the  ACP  of  Non-Highly  Compensated
          Employees.
                                (B)Multiple Use:  If the sum of the ADP and
          ACP of the  Highly  Compensated  Employees  exceeds the Aggregate
          Limit, then the ACP of the Highly Compensated  Employees  will be
          reduced (beginning with the Highly Compensated Employee whose ACP
          is  the  highest)  so  that  the  limit  is not exceeded.  If the
          Employer  elects  to  reduce  the  ACP of the Highly  Compensated
          Employee, the required reduction shall  be  treated  as an Excess
          Aggregate  Contribution described below.  If the Employer  elects
          to reduce the  ADP  of  the  Highly  Compensated  Employees,  the
          required  reduction shall be treated as an Excess Contribution as
          described in  Section  3.7.   The  ADP  and  ACP  of  the  Highly
          Compensated   Employees  are  determined  after  any  corrections
          required to meet  the  ADP  and ACP tests.  Multiple use does not
          occur if both the ADP and ACP of the Highly Compensated Employees
          does not exceed 1.25 multiplied  by  the  ADP and ACP of the Non-
          Highly Compensated Employees.

                          (ii)For purposes of this section, the Contribution
          Percentage for any Eligible Employee who is  a Highly Compensated
          Employee  and  who  is  eligible to have Contribution  Percentage
          Amounts allocated to his  account  under  two  (2)  or more plans
          described  in  Code Section 401(a), or arrangements described  in
          Code Section 401(k) that are maintained by one or more Employers,
          shall  be  determined  as  if  the  total  of  such  Contribution
          Percentage Amounts  was  made  under  each  plan.   If  a  Highly
          Compensated  Employee  participates  in  two  (2) or more cash or
          deferred  arrangements under Code Section 401(k)  ("CODA"),  that
          have different  plan  years,  all CODAs ending with or within the
          same calendar year shall be treated as a single arrangement.

                          (iii)In the event that this  Plan  satisfies  the
          requirements of Code Sections 401(m), 401(a)(4) or 410(b) only if
          aggregated  with one or more other plans, or if one or more other
          plans satisfy  the  requirements  of  such  Code Sections only if
          aggregated with this Plan, then this section  shall be applied by
          determining the Contribution Percentages of Eligible Employees as
          if all such plans were a single plan.

                          (iv)For purposes of determining the  Contribution
          Percentage  of  an  Eligible Employee who is a five percent  (5%)
          owner or one of the ten  (10) most highly-paid Highly Compensated
          Employees,  the  Contribution   Percentage   Amounts   and  Total
          Compensation   of   such  Eligible  Employee  shall  include  the
          Contribution Percentage  Amounts  and  Total Compensation for the
<PAGE>
          Plan  Year of Family members.  Family members,  with  respect  to
          Highly  Compensated  Employees,  shall be disregarded as separate
          Employees  in determining the Contribution  Percentage  both  for
          Eligible Employees  who  are Non-Highly Compensated Employees and
          for Eligible Employees who are Highly Compensated Employees.

                          (v)For  purposes   of   determining  the  Average
          Contributions  Percentage  test, Employer Matching  Contributions
          will be considered made for  a  Plan Year only if (i) paid to the
          trust  no  later than the end of the  twelve  (12)  month  period
          beginning on  the  day  after the close of the Plan Year and (ii)
          made on account of the Employee's  Employee-Deferral for the Plan
          Year.

                     (d)Excess Aggregate Contributions.   If the Plan fails
          to  satisfy  the  ACP  Test, Excess Aggregate Contributions  (the
          excess of the aggregate amount of Matching Contributions actually
          made on behalf of Highly  Compensated  Employees  for  such  Plan
          Year,  over  the  maximum  amount of such contributions permitted
          under the limitations of Section  401(m)(2)(A)  of  the Code) and
          income or loss allocable thereto for the Plan Year in  which  the
          ACP Test is failed, shall be treated as follows:

                          (i)Disposition of Excess Aggregate Contributions.
          Notwithstanding   any   other  provision  of  this  Plan,  Excess
          Aggregate Contributions,  plus  any  income  and  minus  any loss
          allocable  thereto, shall be distributed, no later than the  last
          day  of each  Plan  Year,  to  Highly  Compensated  Employees  or
          forfeited,  where  otherwise  appropriate,  from  the accounts of
          Participants  in  which such Excess Aggregate Contributions  were
          allocated  for  the  preceding   Plan   Year.   Excess  Aggregate
          Contributions shall be allocated to Participants  who are subject
          to the family member aggregation rules of Code Section 414(q)(6),
          the ACP of such Participants shall be reduced in accordance  with
          the "leveling" method described in the regulations and the Excess
          Contributions  of  such  Participants  shall  be allocated in the
          manner prescribed by the regulations.

                          (ii)Determination of  Income  or  Loss.    Excess
          Aggregate Contributions shall be adjusted for any income or  loss
          attributable  thereto  in  the year in which the contribution was
          made.   The  income  or  loss  allocable   to   Excess  Aggregate
          Contributions  shall  be determined using any reasonable  method,
          provided that such method  does  not violate Section 401(a)(4) of
          the Code, is consistently applied,  and  is  used  for allocating
          income to Participants' Accounts.

                          (iii)Accounting for Excess Aggregate Contributions.
          Excess Aggregate Contributions shall be distributed on a pro-rata
          basis from the Participant's Employer Contribution Account  (and,
          if applicable, the Participant's Employee-Deferral Account).

               4.6   Qualified     Matching     Contributions,    Qualified
          Nonelective  Contributions.   The  Company   may,   in  its  sole
          discretion, use the following contributions to enable the Plan to
          satisfy the nondiscrimination requirements of Section  3.6 and/or
          Section 4.5:

                     (a)Qualified   Matching  Contributions.   A  Qualified
<PAGE>
          Matching Contribution may be  made  by the Employers with respect
          to  Employee-Deferrals  made on behalf  of  the  Employee.   Such
          Qualified Matching Contributions  shall  be  nonforfeitable  when
          made   and   shall   be  subject  to  the  same  restrictions  on
          distribution that apply to Employee-Deferrals.

                     (b)Qualified  Nonelective  Contributions.  A Qualified
          Nonelective Contribution may be made by the Employer on the basis
          of either a specified dollar amount or  a specified percentage of
          Plan  Compensation.   Such  Qualified  Nonelective  Contributions
          shall  be  nonforfeitable  and  shall  be  subject  to  the  same
          restrictions on distribution that apply to Employee-Deferrals.

                     (c)The use of contributions described  above  shall be
          as  provided  in  regulations  under  Section  401(k) and Section
          401(m) of the Code.


                                           ARTICLE V
                              EMPLOYER DISCRETIONARY CONTRIBUTIONS

               5.1   Employer Discretionary Contributions.   The  Board  of
          Directors   shall  annually  determine  the  amount  of  Employer
          Discretionary  Contributions,  if  any, to be contributed for the
          Plan Year.  The Company may contribute  all or part of the entire
          amount due on behalf of one or more Participating  Employers  and
          charge   the   amount  thereof  to  the  Participating  Employers
          responsible therefor.

               In no event  shall the contribution, when added to the other
          contributions under the Plan, exceed the maximum amount which may
          be claimed as a deduction  by  the Company for federal income tax
          purposes under Code Section 404(a)(3).

               The contribution, if any, shall  be delivered in one or more
          installments to the Trustee no later than the due date (including
          extensions) of the Company's federal income  tax  return  for its
          fiscal  year  ending  with  or during the Plan Year for which the
          contribution is made.

               5.2   Allocation  of Employer  Discretionary  Contributions.
          As  of each Annual Valuation  Date,  the  Employer  Discretionary
          Contribution,   if  any,  shall  be  allocated  to  the  Employer
          Contribution  Accounts   of   all   Active  Participants  in  the
          proportion that each such Active Participant's  Plan Compensation
          bears  to  the Plan Compensation for all Active Participants  for
          such year.

               5.3   Top-Heavy  Contributions.   As  of the end of any Plan
          Year  in  which  the  Plan  is  Top-Heavy,  the  Employer   shall
          contribute   to   the   Employer  Contribution  Account  of  each
          Participant who is a Non-Key  Employee  the amount required under
          Article XV.

                                           ARTICLE VI
                                            VESTING

               6.1   Employee-Deferral   Account.   The   interest   of   a
          Participant  in  his Employee-Deferral  Account  shall  be  fully
<PAGE>
          vested and nonforfeitable at all times.

               6.2   Rollover  Contribution  Account.   The  interest  of a
          Participant  in  his Rollover Contribution Account shall be fully
          vested and nonforfeitable at all times.

               6.3   Employer  Contribution  Account.   The  interest  of a
          Participant  in  his Employer Contribution Account shall be fully
          vested and nonforfeitable  upon such Participant's death prior to
          termination of employment, attainment  of  the  Normal Retirement
          Age while still employed, or termination of employment  by reason
          of Disability.  When a Participant's employment is terminated for
          any other reason, the vested and nonforfeitable interest  of such
          Participant  shall be determined in accordance with the following
          schedule:

                    ---------------------------------------------
                    Years		  Vested %
                    of Service
                                              0
                    Less than 5 years        100
                    5 years or more

               6.4   Forfeitures.

                     (a)For purposes of this Section 6.4, if a
          Participant's account is 0% vested upon his Service Termination
          Date, he shall be deemed to have received a distribution of his
          account balance (and therefore a forfeiture results) as of the
          end of the Plan Year in which the Service Termination Date
          occurred.

                     (b)The forfeitures shall be applied in accordance with
          Section 4.2.

                     (c)A Participant can have a forfeiture restored after
          reemployment, but only under the circumstances described in
          Section 6.6.

               6.5   Reemployment Before Break in Service.  If an Employee
          has a Service Termination Date and is reemployed before a One-
          Year Break in Service occurs, he will be treated for vesting
          purposes as if the termination had not occurred.

               6.6   Reemployment After Break in Service.  The following
          special rules apply if an Employee has a One-Year Break in
          Service and is later reemployed by an Employer.

                     (a)His Years of Service prior to the Break in Service
          shall be taken into account for purposes of determining the
          vested portion of such Participant's Employer Contribution
          Account funded after reemployment (i) if any portion of the
          Participant's Employer Contribution Account is vested at the time
          of the Break in Service, or (ii) if he incurs fewer than five
          consecutive one-year Breaks in Service.

                     (b)His Years of Service which accrue after the Break
          in Service shall be taken into account for purposes of
          determining the vested portion of such Participant's Employer
<PAGE>
          Contribution Account funded prior to the Break in Service,
          provided such Participant is reemployed by the Employer before he
          receives a distribution or incurs five (5) consecutive one-year
          Breaks in Service.

                     (c)(i)If a Participant has a Service Termination Date
          and receives a distribution of the balance of his Employer
          Contribution Account, he will be credited with the full value of
          his forfeited account balance, determined as of the date of the
          distribution, provided the Participant repays the amount of the
          distribution before the earlier of (1) five (5) years after the
          first day on which an Employee is subsequently reemployed by the
          Employer, or (2) the close of the first period of five (5)
          consecutive Breaks in Service.  Any Participant who terminates
          employment with zero vesting shall be credited with the full
          value of his Employer Contribution Account determined as of the
          date of the deemed distribution under Paragraph 6.4(a) if the
          Participant is reemployed before he incurs five (5) consecutive
          One-Year Breaks in Service.

                          (ii)If any credit is required under this Paragraph
          (c), the credit shall be made at the close of the Plan Year in
          which occurs the later of the reemployment or the repayment.  The
          credit shall be satisfied first from Forfeitures, second from
          Employer Discretionary Contributions.


                                          ARTICLE VII
                                          ALLOCATIONS

               7.1   Allocation of Contributions.  Contributions to the
          Plan shall be allocated in the following manner:

                     (a)Employee-Deferral Contributions shall be allocated
          to the Employee-Deferral Account of each Participant in
          accordance with the provisions of Article III.

                     (b)Employer Discretionary Contributions shall be
          allocated to the Employer Contribution Account of each
          Participant in accordance with the provisions of Article V.

                     (c)Matching Contributions shall be allocated to the
          Employer Contribution Account of each Participant in accordance
          with the provisions of Article IV.

          	     (d)Qualified Matching Contributions and Qualified
          Nonelective Contributions shall be allocated to the Employee-
          Deferral Account of each Participant in accordance with the
          provisions of Section 4.6.

               7.2   Definitions.  For purposes of this Article VII, the
          term Accounts shall mean a Participant's Employee-Deferral
          Account and Employer Contribution Account.
               The term Annual Addition shall mean, for any Limitation
          Year, the sum of (a) Matching Contributions, (b) Employee-
          Deferral Contributions, (c) Employer Discretionary Contributions,
          Qualified Matching Contributions, Qualified Non-elective
          Contributions and (d) forfeitures.

<PAGE>
               The term Defined Benefit Plan Fraction shall mean, for any
          year, a fraction (a) the numerator of which is the projected
          annual benefit of the Participant under any defined benefit plan
          maintained by the Employer (determined as of the close of the
          Plan Year), and (b) the denominator of which is the lesser of
          (i) the product of 1.25 multiplied by the maximum dollar
          limitation in effect under Code Section 415(b)(1)(A) for such
          year, or (ii) the product of 1.4 multiplied by the amount which
          may be taken into account under Code Section 415(b)(1)(B) for
          such year.

               The term Defined Contribution Plan Fraction shall mean, for
          any year, a fraction (a) the numerator of which is the sum of the
          Annual Additions to the Participant's Accounts as of the close of
          the Plan Year, and (b) the denominator of which is the sum of the
          lesser of the following amounts determined for such year and each
          prior year of service with a Employer:  (i) the product of 1.25
          multiplied by the dollar limitation in effect under Code Section
          415(c)(1)(A) for such year (determined without regard to Code
          Section 415(c)(6)), or (ii) the product of 1.4 multiplied by the
          amount which may be taken into account under Code Section
          415(c)(1)(B) for such year.

               The term Employer includes the group of Employers, if any,
          which constitute a controlled group of corporations, trades or
          businesses under common control (within the meaning of Code
          Sections 1563(a) or 414(b) as modified by 415(h) and 414(c)), or
          an affiliated service group (within the meaning of Code Sections
          414(m) and 318) with an Employer.  All such Employers shall be
          treated as a single Employer for purposes of applying the Code
          Section 415 limitations.

               The term Limitation Year shall mean the Plan Year or any
          other twelve-month period designated by the Board of Directors.

               7.3   Annual Additions.  No contribution or forfeiture shall
          be allocated to the Accounts of an Employee for a Limitation Year
          in excess of an amount which, when expressed as an Annual
          Addition to such Employee's Accounts, is equal to the lesser of
          (a) $30,000 or such larger amount equal to 1/4 of the defined
          benefit dollar limitation as adjusted for cost-of-living
          increases pursuant to Code Sections 415(c)(1), 415(d)(1) and
          415(d)(3), or (b) twenty-five percent of such Employee's Section
          415 Compensation for such limitation.

               7.4   Limitation for Other Defined Contribution Plans.  In
          the event that the Annual Addition which would otherwise be made
          to an Employee's accounts under all defined contribution plans
          maintained by the Employer for any Limitation Year exceeds the
          limitations set forth in this Article VII, the excess Annual
          Addition shall be attributed first to the Plan, and the Employer
          shall treat such excess as follows:

                     (a)First, the Employee-Deferral Contributions in
          excess of six percent of Plan Compensation shall be returned to
          the Employee to the extent necessary.

                     (b)Second, the portion of the excess consisting of
<PAGE>
          Matching Contributions shall be allocated and reallocated to the
          Employer Contribution Accounts of other Participants in
          accordance with Section 4.1 to the extent such allocations would
          not cause Annual Additions to each Participant's Accounts to
          exceed the limitations of this Section 7.4

                     (c)Third, the portion of the excess consisting of
          Employer Discretionary Contributions shall be allocated and
          reallocated to the Employer Contribution Accounts of other
          Participants in accordance with Section 5.2 to the extent such
          allocations would not cause Annual Additions to each
          Participant's Accounts to exceed the limitation of this Section
          7.4.

                     (d)If treated in accordance with subparagraphs (a)
          through (c) above, the excess amounts shall not be deemed Annual
          Additions in that limitation year if the excess amounts are a
          result of the allocation of forfeitures, a reasonable error in
          estimating a Participant's annual Plan Compensation, a reasonable
          error in determining the amount of elective deferrals (within the
          meaning of Section 402(g)(3)) that may be made with respect to
          any individual under the limits of Section 415 or under other
          limited facts and circumstances that the Commissioner finds
          justify the availability of the rules set forth in this
          subparagraph.

                     (e)To the extent excess Annual Additions exist after
          the distributions described in subparagraphs (a) through (c),
          such excess amounts shall be allocated to a Section 415 Suspense
          Account.  All amounts in the Section 415 Suspense Account must be
          used to reduce Matching Contributions, contributions required on
          account of a Top-Heavy Plan Year, or Employer Discretionary
          Contributions in succeeding Limitation Years.  In the event of
          termination of the Plan, the balance of the Section 415 Suspense
          Account shall revert to the Company to the extent it may not then
          be allocated to any Participants' Accounts.

               7.5   Limitation for Defined Benefit Plan. If an Employee is
          also a Participant in one or more defined benefit plans
          maintained by the Employer (or an Employee was a Participant in
          any defined benefit plan previously maintained by an Employer),
          the sum of such Employee's Defined Benefit Plan Fraction and
          Defined Contribution Plan Fraction (as determined pursuant to
          Code Section 415(e)) for any Limitation Year may not exceed 1.0.

               In the event that the sum of an Employee's Defined
          Contribution Plan and Defined Benefit Plan Fractions would
          otherwise exceed 1.0 for any Limitation Year, the benefit accrual
          which would otherwise be made under all applicable defined
          benefit plans for such Employee shall be considered not to have
          accrued, to the extent necessary, so that the sum of such
          fractions does not exceed 1.0.  If after all such adjustments the
          sum of the fractions would still exceed 1.0, then the annual
          addition which would otherwise be made with respect to such
          Employee shall be reduced in this Plan pursuant to Section 7.4
          and finally under any applicable defined contribution plan to the
          extent necessary so that the sum does not exceed 1.0.

<PAGE>
                                          ARTICLE VIII
                                           TRUST FUND

               8.1   Plan Assets.  Avondale Industries, Inc. and the
          Trustee have entered into a Trust Agreement, which agreement
          provides for the establishment of a single Trust for the purpose
          of holding and administering all amounts contributed to Accounts
          under the Plan.  All contributions, and the earnings on such
          amounts, shall be delivered to the Trustee and held and
          administered pursuant to the provisions of the Plan and the Trust
          Agreement.

               8.2   Separate Accounts.  A separate Employee-Deferral
          Account and Employer Contribution Account and Rollover
          Contribution Account shall be maintained by the Trustee or a
          recordkeeping agent appointed by the Plan Administrator for each
          Participant.

               8.3   Valuation.  The fair market value of the assets
          comprising the Trust shall be determined as of each Valuation
          Date, in accordance with generally-accepted valuation methods and
          accounting practices.

               As of each Valuation Date, the value of each Account shall
          be adjusted to reflect the effect on each sub-account of any
          change in the value of each Investment Fund since the preceding
          Valuation Date, as well as the effect of any deposits,
          withdrawals, distributions, or other transactions occurring since
          the last Valuation Date.  The Committee shall provide to each
          Participant, Beneficiary and alternate payee as of the end of
          each calendar quarter a statement of the value of each Account in
          which such person has an interest.

               8.4   Investment Funds.

                     (a)The Committee shall determine what investment funds
          to offer under the Plan and may, from time to time, change the
          investment funds offered hereunder.  As of the Effective Date of
          this Plan, the investment funds are Merrill Lynch Retirement
          Preservation Trust, Merrill Lynch Capital Fund, Merrill Lynch
          Corporate Bond Fund Investment Grade, AIM Constellation Fund, AIM
          Value Fund, and Templeton Growth Fund.

                     (b)As of each Valuation Date, the Trustee shall
          perform a valuation of each Investment Fund in order to determine
          the value of each Investment Fund and to reconcile the Investment
          Funds from the prior Valuation Date.  Such valuation shall
          recognize any appreciation or depreciation in the fair market
          value of all securities or other property held by each respective
          Investment Fund, any cash and accrued earnings and shall take
          into account any accrued expenses and proper charges against the
          Investment Fund as of such Valuation Date.

               8.5   Investment of Contributions.

                     (a)A Participant may direct that his Employee-Deferral
          Contributions, Employer Contributions and Rollover Contributions,
          if any, be allocated to one or more of the Investment Funds then
          available, in multiples of one percent (1%), by providing voice
          consent after such Participant has accessed a voice response
<PAGE>
          system by entering his personal identification number in
          accordance with limitations reasonably determined by the
          Committee, or in writing on a form acceptable to the Committee.
          The total of all such allocations shall equal one hundred percent
          of the Participant's interest in his Accounts.  The Committee
          will provide, upon Participant's request, a written confirmation
          of his written investment instructions.

                     (b)If no investment direction exists the Participant's
          affected interest shall automatically be invested in a short term
          income fund until adequate instructions are received through a
          voice response system or in writing on an acceptable form;
          provided that such investment will not result in violation of
          ERISA.

                     (c)Each Participant must consent to the allocation of
          his contributions among the Investment Funds.  Such direction
          shall continue in effect until such time as the Participant
          consents to a different allocation.  The investment of future
          contributions may be changed daily, provided such change is
          received by the Committee within such time period preceding the
          effective date as shall be prescribed by the Committee.

               8.6   Transfer of Amounts Among Investment Funds

                     (a)A Participant may elect to transfer amounts from
          one Investment Fund to another in increments of one percent (1%).
          Any such change shall be by providing voice consent after the
          Participant has accessed a voice response system by entering his
          personal identification number, or in writing on a form
          acceptable to the Committee.  Such election shall be effective on
          the business day transacted if requested via the voice response
          system before 3 p.m. Eastern Standard Time or as soon as
          administratively feasible if requested on a written form.
          Transfers out of an investment fund can be processed in terms of
          dollars, shares, or percentages.  Dollar and percent transfers
          will be converted into shares, traded based on the previous
          night's price, and processed based on the current night's price.

                     (b)In the event an acceptable form is not received by
          the Committee for all or any portion of a Participant's Accounts,
          the current investment direction shall continue in effect until
          adequate instructions are received through a voice response
          system or in writing on an acceptable form.

                     (c)The timing and frequency of transfers among
          investment options may be further restricted if such restrictions
          are required by the institution handling or providing the
          investment fund.

               8.7   Liability for Investment Decisions.  This Plan is
          intended to constitute a plan described in Section 404(c) of
          ERISA, and Title 29 of the Code of Federal Regulations Section
          2550.404c-1.  Fiduciaries of the Plan may be relieved of
          liability for any losses which are the direct and necessary
          result of investment instructions given by each Participant or
          Beneficiary.  Neither the Employer, the Trustee nor the Committee
          shall be responsible for any loss which may result from a
          Participant's exercise of control over the investment of his
          Accounts.

<PAGE>
               Each Participant shall have exclusive responsibility for and
          control over the investment of amounts allocated to his Accounts.
          Neither the Employers, the Trustee nor the Committee shall have
          any duty, responsibility or right to question a Participant's
          investment directions or to advise a Participant with respect to
          the investment of his accounts.

               The Committee will  be obligated to follow the Participant's
          investment directions except when the instructions:

                     (a)are not in accordance with this Plan document and
          instruments governing this Plan insofar as such documents and
          instruments are consistent with the provisions of Title I of
          ERISA;

                     (b)would result in a prohibited transaction described
          in ERISA section 406 or Code section 4975 that is not otherwise
          exempted by statute or regulation;

                     (c)would generate income that would be taxable to this
          Plan;

                     (d)would cause a fiduciary to maintain the indicia of
          ownership  of any assets of the Plan outside the jurisdiction of
          the district courts of the United States other than as permitted
          by section 404(b) of ERISA and related regulations;

                     (e)would jeopardize the Plan's tax qualified status
          under the Code; or

                     (f)could result in a loss in excess of the Account
          balance.

               8.8   Accounting Procedures.  The Committee shall establish
          such equitable accounting procedures as may be required to make
          (a) allocations, (b) valuations, and (c) adjustments to Partici-
          pants' accounts in accordance with the provisions of the Plan.
          The Plan Administrator may modify its accounting procedures, from
          time to time, for the purpose of achieving equitable and non-
          discriminatory allocations.


                                           ARTICLE IX
                                            BENEFITS

               9.1   Normal Retirement Date.  The Normal Retirement Date
          shall be the later of (a) the Participant's Normal Retirement Age
          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.  Any Participant who remains an
          Employee beyond Normal Retirement Date, or becomes a Participant
          after such date, shall participate in the contributions and
          benefits of the Plan in the same manner as any other Participant.

               9.2   Disability Retirement Date.  Any Participant who has
          incurred a Disability, as determined by the Committee, may retire
          on a Disability Retirement Date by making written application to
          the Committee specifying a Disability Retirement Date which is
          the first day of a month not more than 90 days following the date
<PAGE>
          of the filing of the application.  Former Employees shall not be
          eligible for Disability Retirement unless the Disability was
          determined to have occurred during the course of such former
          Employee's employment with the Employer.  Subject to Section 12.6
          the determination of the Committee as to whether a Participant
          has a Disability and the date of such Disability shall be final,
          binding and conclusive.

               9.3   Nonalienation of Benefits.  Except with respect to
          federal income tax withholding and federal tax levies, benefits
          payable under this Plan shall not be subject in any manner to
          anticipation, alienation, sale, transfer, assignment, pledge,
          encumbrance, charge, garnishment, execution or levy of any kind,
          either voluntary or involuntary, including any such liability
          which is for alimony or other payments for the support of a
          spouse or former spouse or for any other relative of the
          Employee, prior to actually being received by the person entitled
          to the benefit under the terms of the Plan; and any attempt to
          anticipate, alienate, sell, transfer, assign, pledge, encumber,
          charge or otherwise dispose of any right to benefits payable
          hereunder, shall be void.  The Trust Fund shall not in any manner
          be liable for, or subject to, the debts, contracts, liabilities,
          engagements or torts of any person entitled to benefits
          hereunder.

               Notwithstanding the above, the Committee shall direct the
          Trustee to comply with a qualified domestic relations order
          described in Section 9.4.

               9.4   Qualified 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.

               Payment to an "alternate payee" pursuant to a "qualified
          domestic relations order" shall be made at such time as
          determined pursuant to the qualified domestic relations order,
          based on the value of the alternate payee's interest in the
          account as of the Valuation Date preceding the date the payment
          is made.  No payment to an alternate payee can be made later than
          when the Participant's benefit is paid to him as a result of his
          termination of employment.  If the Participant has a loan as an
          investment of his account, such Participant will continue to be
          responsible for the entire loan.  The Plan Administrator is
          authorized to establish any additional rules necessary to
          determine the rights of alternate payees under qualified domestic
          relations orders.

               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:

<PAGE>
                     (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:

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

                                (B)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; or

                          (v)pay benefits to an alternate payee which are
          required to be paid to another alternate payee under a prior
          qualified domestic relations order.

               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 person identified in the
          document as an alternate payee of the receipt of such judgment,
          decree order and shall notify the affected Participant and any
          such designated 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
<PAGE>
          Committee shall determine, including such provisions required
          under Treasury Regulations.

               In the event that the Committee is informed in writing of a
          claim by a person (a "Claimant") that may result in the rendering
          of a qualified domestic relations order with respect to a
          Participant's Accounts in the Plan, the Committee is authorized
          to suspend any payments from those Accounts until receipt of a
          judgment, decree or order setting forth the rights of Claimant as
          an alternate payee, or upon receipt of an order or written
          release by the Claimant evidencing that the Claimant has no
          further claim to the Participant's interest in the Plan.

               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 amount 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 amount shall be returned to the
          Participant's Accounts under the Plan and 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.


                                           ARTICLE X
                                      PAYMENT OF BENEFITS

               10.1   Time of Payment.  A Participant shall be eligible to
          receive a distribution of his Vested Interest when he has had a
          Service Termination Date.

               Such a Participant shall be entitled to receive his Vested
          Interest at any time, provided that payment cannot be made sooner
          than 30 days following his Service Termination Date and no later
          than the later of the Participant's Normal Retirement Age or his
          Service Termination Date.  A distribution is based upon the value
          of the Participant's Vested Interest as of the Valuation Date
          coincident with or immediately preceding the date of
          distribution.

               The foregoing notwithstanding:

                     (a)If the value of a Participant's Vested Interest is
          less than $3,500, the Vested Interest will be distributed as soon
          as administratively practicable following the Service Termination
          Date;

                     (b)If the value of a Participant's Vested Interest is
          greater than $3,500, the Participant must consent to the
          distribution;

                     (c)Notwithstanding (b) above, if an Employee is
          employed on the March 31 following the year in which he attains
          age 70 1/2, the payment of his Vested Interest shall be made no
          later than that date.

               In no event shall a distribution occur while a Participant
<PAGE>
          remains in the employ of an Employer, except in the event of a
          withdrawal by reason of Financial Hardship or after age 59 1/2, as
          described in Sections 11.1 and 11.2, below.

               The distribution rules that apply to an "alternate payee"
          pursuant to a "qualified domestic relations order" are stated in
          Section 9.4 herein.

               10.2   Death Benefit.  If a Participant dies with a balance
          in his Accounts, the interest of such Participant shall be
          distributed to the Participant's Beneficiary in a single-sum
          payment as soon as administratively practicable after 90 days
          from the Participant's death.

               10.3   Form of Distribution.  Distributions shall be made in
          a single-sum payment.

               10.4   Temporary Non-Payment of Benefits.

                     (a)Unless the Participant elects otherwise in writing,
          the payment of his Vested Interest shall commence no later than
          the sixtieth (60th) day after the close of the Plan Year in which
          the last of the following occurs:

                          (i)the Participant achieves Normal Retirement
          Age, or

                          (ii)the Participant terminates his service with
          the Employer, whichever is the latest.

                     (b)If a Participant or Beneficiary 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.

               10.5   Direct Rollover Rules.  Notwithstanding any provision
          of the Plan to the contrary that would otherwise limit a
          Distributee's election under this Article, the Distributee may
          elect, at the time and in the manner prescribed by the Committee,
          to have any portion of an Eligible Rollover Distribution paid
          directly to an Eligible Retirement Plan specified by the
          Distributee in a Direct Rollover.  Definitions are as follows:

                     (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).
<PAGE>
                     (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.

                     (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.

               10.6   Notice.  The notice required by section 1.411(a)-11(c)
          of the Income Tax Regulations must be provided to a 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 his Vested Interest exceeds
          $3,500.  A Participant will also receive an explanation of his
          distribution options no less than 30 days and no more than 90
          days before the date of distribution.  The  distribution may
          commence no 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

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


                                           ARTICLE XI
                               IN-SERVICE DISTRIBUTION AND LOANS

               11.1   Distribution after Attaining Age 59 1/2.  A
          Participant who is still an Employee and has attained age 59 1/2
          shall be entitled to make withdrawal(s) from his Employee-
          Deferral Account, Rollover Account and the vested portion of the
          Participant's Employer Contribution Account by notifying the
          Committee.

               11.2   Financial Hardship.  Prior to a Participant's
          termination of employment or age 59 1/2 he may apply to the
          Committee for a withdrawal of funds held in his Rollover
          Contribution Account and Employee-Deferral Account on account of
          a Financial Hardship.  The total of such withdrawals from a
          Participant's Employee-Deferral Account shall not exceed the
<PAGE>
          total of his Employee-Deferral Contributions.  The withdrawal
          shall be made only under the following conditions:

                     (a)The withdrawal may be made only to meet one of the
          following needs:

                          (i)Medical expenses described in Code Section
          213(d), incurred by the Participant, the Participant's spouse, or
          any dependent (as defined in Code Section 152) of the
          Participant;

                          (ii)Purchase (excluding mortgage payments) of a
          principal residence for the Participant;

                          (iii)Payment for all or a portion of the next
          twelve (12) months of post-secondary education for the
          Participant, his spouse, children, or dependents;

                          (iv)To prevent the eviction of the Participant
          from his principal residence or foreclosure on the mortgage of
          the Participant's principal residence; or

                          (v)Any other need permitted under Code Section
          401(k) and the regulations issued thereunder and authorized by
          the Committee.

                     (b)The Participant provides to the Committee a letter
          containing the following:

                          (i)A statement of the amount needed and the
          purpose for which it is needed;

                          (ii)A representation that the expense will not be
          paid for by insurance or other source specific to the expense,
          that the Participant and his spouse (and the Participant's minor
          child, if the expense is for the child's benefit) have no assets
          he can liquidate to pay for the expense without creating a new
          hardship, and that ceasing Employee Deferrals will not suffice to
          satisfy the needs;

                          (iii)A representation that the Participant has not
          been able to borrow from commercial sources on reasonable
          commercial terms in an amount sufficient to satisfy the need; and

                          (iv)A promise that the funds will be used only for
          the specified purpose.

                     (c)The withdrawal cannot exceed the amount necessary
          to satisfy the need described at paragraph (a), plus any amounts
          necessary to pay federal or state income taxes or penalties
          reasonably anticipated to result from the distribution.

                     (d)The Participant has obtained all distributions,
          other than hardship distributions, and all non-taxable loans
          currently available under all "plans" (as contemplated by U.S.
          Treasury Regulation Section 1.401(k)-1(d)(2)(iii)), maintained by
          the Employer.

                     (e)The Participant shall not be allowed to make
<PAGE>
          Employee-Deferral Contributions until the Entry Date next
          following the 12-month anniversary of the withdrawal.

                     (f)The Participant's limit on Employee-Deferral
          Contributions in the year immediately following the year of the
          withdrawal shall be the limit under Section 3.4 for that year,
          less the amount of the Participant's Employee-Deferral
          Contributions made in the year of the hardship withdrawal.
               11.3   Loans to Participant.  A Participant who is an
          Employee may make a loan from the Plan, subject to the following
          rules and limitations:

                     (a)The total amount of a Participant's loan when added
          to the outstanding balance of all the Participant's prior loans
          from the Plan during the one year period ending the day before
          the loan is made shall not exceed $50,000, nor shall the total
          amount of the loan when added to the outstanding balance of the
          Participant's loans under the Plan exceed one-half the
          Participant's Vested Interest under the Plan.  Amounts set aside
          for an alternate payee shall not be included.  The Plan
          Administrator can establish uniform nondiscriminatory policies
          further limiting the amount or frequency of Employee loans.

                     (b)Each loan shall be deemed an investment of the
          account of the Participant receiving the loan.  Loan
          disbursements shall be pro rated across all funds.

                     (c)Each loan shall bear a reasonable rate of interest
          as determined by the Trustee.

                     (d)A Participant can have no more than two (2) loans
          outstanding at anytime if a Participant makes a final payment on
          one of two outstanding loans, a new loan can be obtained after a
          30-day delay following that final payment.

                     (e)Each loan may not be less than $1,000.

                     (f)The Plan Administrator shall provide each loan
          applicant with a clear statement of the charges with respect to
          each loan transaction.  Such statement shall include the dollar
          amount and annual interest rate or the finance charge.

                     (g)The term of a loan shall be determined by the
          Participant but shall not be less than 12 months or exceed five
          years.

                     (h)A loan made pursuant to this Article XI shall be
          repaid in accordance with a schedule established by the Committee
          which schedule shall call for payments of interest and amortized
          payments of principal over the term of the loan.

                     (i)Each loan shall be evidenced by the Participant's
          promissory note for the amount of the loan, including interest,
          payable to the order of the Trust, and each loan shall be secured
          by collateral.  The collateral shall consist of the assignment of
          the Participant's right, title and interest in the Participant's
          Vested Interest in the Trust.

                     (j)During paid employment each loan shall be repaid by
<PAGE>
          withholding from the Participant's pay.  Upon termination of
          employment, the Participant has 90 days to pay the loan in full.
          If the Participant terminates employment and receives an
          immediate lump sum distribution, any promissory note held by the
          Plan for his account shall be distributed to him.  While on an
          unpaid leave, the Participant shall pay to the Trustee all
          amounts due on the repayment frequency on which the loan is
          amortized.  Payments must be made by certified or bank check.
          Except as provided in this Paragraph, the failure to make timely
          payment of any one payment causes the full amount of the note to
          become due, and if permitted by law the note shall be distributed
          to the Participant.

                     (k)Repayments shall be credited to the Participant's
          accounts out of which the loan was made, and allocated among the
          Investment Funds pursuant to the Participant's most recent
          allocation election.


                                          ARTICLE XII
                                         ADMINISTRATION

               12.1   Board of Directors.  The Board of Directors shall have
          the following duties and responsibilities in connection with the
          administration of the Plan:

                     (a)making decisions with respect to contributions to
          the Plan;

                     (b)making decisions with respect to amending or
          terminating the Plan;

                     (c)making decisions with respect to the selection,
          retention and removal of the Trustee and the members of the
          Committee;

                     (d)periodically reviewing the performance of the
          Trustee and the members of the Committee; and

                     (e)performing such additional duties as are imposed by
          law.

               The Board of Directors will have all powers and authority
          necessary or appropriate to carry out its duties and
          responsibilities with respect to the administration of the Plan.
          The Board of Directors may by written resolution allocate its
          duties and responsibilities to one or more of its members or
          delegate such duties and responsibilities to any other persons,
          provided, however, that any such allocation or delegation shall
          be terminable upon such notice as the Board of Directors deems
          reasonable and prudent under the circumstances.

               12.2   401(k) Administrative Committee.  The 401(k)
          Administrative Committee (the "Committee") shall administer the
          Plan and is designated as the "administrator" within the meaning
          of Section 3(16) of ERISA.  The Committee shall have not less
          than three nor more than five members, who shall be appointed by
<PAGE>
          the Board of Directors and who may be removed by the Board of
          Directors 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.

               All members of the Committee are designated as agents of the
          Plan for the service of legal process.

               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.
               12.3   Committee's Duties and Responsibilities.  The
          Committee shall have the following duties and responsibilities in
          connection with the administration of the Plan:

                     (a)interpreting and construing the provisions of the
          Plan;

                     (b)determining all questions of eligibility to
          participate, eligibility for benefits, the allocation of
          contributions, and the status and rights of Participants,
          Beneficiaries and alternate payees;

                     (c)complying with the reporting and disclosure
          requirements established by ERISA;

                     (d)determining and deciding any dispute arising under
          the Plan and administering the Plan's claims procedures;

                     (e)directing the Trustee concerning all payments to be
          made out of the Trust in accordance with the provisions of the
          Plan;

                     (f)establishing procedures for withholding of federal
          income tax from distributions;

                     (g)establishing procedures to prevent the Plan from
          engaging in transactions described in Section 406 of ERISA and
          transactions described in Section 4975(c) of the Code;

                     (h)establishing equitable accounting methods and
          designating additional Valuation Dates;

                     (i)communicating with Participants, Beneficiaries and
          alternate payee;

                     (j)reviewing the investment performance of the
          Trustee;

                     (k)reviewing the performance of any advisors appointed
          by the Committee;

                     (l)selecting and reviewing selected investment funds;

                     (m)making recommendations to the Board of Directors
          with respect to the amendment or termination of the Plan; and

                     (n)keeping minutes to record its proceedings, acts and
          decisions pertaining to the administration of the Plan.
<PAGE>
               12.4   Committee's Powers.  The Committee will have all
          powers and authority necessary or appropriate to carry out its
          duties and responsibilities with respect to the operation and
          administration of the Plan.  It shall interpret and apply all
          provisions of the Plan and may supply any omission or reconcile
          any inconsistency or ambiguity in such manner as it deems
          advisable, including the adoption of interpretative memoranda.
          All determinations and any actions of the Committee will be
          conclusive and binding upon all persons, except as otherwise
          provided herein or by law; provided, however, that the Committee
          may revoke or modify a determination or action previously made in
          error.  The Committee shall 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.

               The Committee may delegate to any such agent or any sub-
          committee or member of the Committee its authority to perform any
          duty or responsibility specified in Section 12.3, including those
          matters involving the exercise of discretion, provided that such
          delegation shall be subject to revocation at any time at the
          discretion of the Committee.  Any member of the Committee, any
          sub-committee or agent to whom the Committee delegates any
          authority, and any other person or group of persons, may serve in
          more than one fiduciary capacity (including service as both
          Committee member and Trustee) with respect to the Plan.

               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.

               12.5   Chairman of the Committee.  The Committee shall elect
          any Committee member to serve as Chairman, and may remove him at
          any time.  The Chairman, 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 Committee; and any person may
          rely upon any instrument or memoranda so executed as evidence of
          the Committee's action or decision indicated thereby.

               12.6   Claims Review Procedure.  If a Participant
          (Beneficiary or alternate payee) believes a benefit or
          distribution is due under the Plan, he may request the
          distribution of such benefit, in writing, on forms acceptable to
          the Committee.  At such time, the Participant (or Beneficiary)
          will be given the information and materials necessary to complete
          any request for the distribution of a benefit.

               If the request for distribution is disputed or denied, the
          following action shall be taken:

                     (a)First, the Participant (or Beneficiary) will be
          notified, in writing, of the dispute or denial as soon as
          possible (but no later than 90 days) after receipt of the request
          for a distribution. The notice will set forth the specific
          reasons for the denial, including any relevant provisions of the
<PAGE>
          Plan.  The notice will also explain the claims review procedure
          of the Plan.

                     (b)Second, the Participant (or Beneficiary) shall be
          entitled to a full review of his request for a distribution.  A
          Participant (or Beneficiary) desiring a review of the dispute or
          denial must request such a review, in writing, no later than 60
          days after notification of the dispute or denial is received.
          During the review, the Participant (or Beneficiary) may be
          represented and will have the right to inspect all documents
          pertaining to the dispute or denial. Any such review may include
          a hearing for the Participant or his designated representative.

                     (c)The Committee shall render its decision within 60
          days after receipt of the request for the review.  In the event
          special circumstances require an extension of time, the Committee
          shall notify the Participant (or Beneficiary), and the decision
          will be rendered no later than 120 days after the receipt of the
          request.  The decision of the Committee shall be in writing.  The
          decision shall include specific reasons for the action taken and
          specific references to the Plan provisions on which the decision
          is based.

               12.7   Information from Participants, Beneficiaries and
          Alternate Payees.  Each Participant, Beneficiary and alternate
          payee 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.

               12.8   Actions.  Any action taken by the Plan Administrator
          or Committee on matters within its discretion shall be final and
          binding on the parties and on all Participants, Beneficiaries or
          other persons claiming any right or benefit under the Plan, in
          the Trust, or in the administration of the Plan.

               All decisions of the Plan Administrator or Committee shall
          be uniform and made in a nondiscriminatory manner.

               12.9   Bond.  The Company shall purchase a bond for the Plan
          Administrator or Committee and any other fiduciaries of the Plan
          in accordance with the requirements of the Code and ERISA.

               12.10  Indemnification.  The Company shall defend and
          indemnify to the full extent permitted by law (including ERISA),
          which indemnification shall include, but not be limited to,
          attorney's fees and any tax imposed as a result of a claim
          asserted by any person, persons or entity (including a
          governmental entity), any individual serving as a member of the
          Committee made or threatened to be made a part to any action,
          suit or proceeding, whether criminal, civil, administrative or
          investigative, by reason of the fact that such individual is or
          was a member of the Committee.


                                          ARTICLE XIII
                                     AMENDMENT OF THE PLAN

               13.1  Right to Amend or Suspend Contributions.  Subject to
<PAGE>
          the provisions of Section 13.3, the Board of Directors reserves
          the right to amend the Plan or Trust or suspend contributions to
          the Plan, in whole or in part, at any time and for any reason
          without the consent of any Participating Employer, Participant,
          Beneficiary, or alternate payee.  Each amendment of the Plan
          shall be in writing, executed by order of the Board of Directors
          and shall be effective on the date specified therein.  Notice of
          any amendment, modification or suspension of contributions to the
          Plan shall be given by the Board of Directors to the Committee,
          the Trustee, and to all Participating Employers.

               13.2  Amendment by Committee.  Notwithstanding Section 13.1
          the Committee may adopt any amendment which may be necessary or
          appropriate to facilitate the administration, management and
          interpretation of the Plan or to conform the Plan thereto, or to
          qualify or maintain the Plan and Trust as a plan and trust
          meeting the requirements of Sections 401(a), 501(a), 401(k) and
          401(m) of the Code or any other applicable section of law and the
          Regulations issued thereunder, provided said amendment does not
          have any material effect on the currently estimated cost to the
          Employer maintaining the Plan.  Such amendment shall be in
          writing, executed by a majority of the Committee members and
          shall be effective on the date specified therein.  Notice of any
          amendment by the Committee shall be given to the Board of
          Directors, the Trustee and to all Participating Employers within
          a reasonable time.

               13.3   Restriction on Amendment.  No amendment under Sections
          13.1 or 13.2 shall:

                     (a)authorize or permit any part of the Plan assets
          (other than such part as is required to pay taxes, if any, and
          administrative expenses as provided in Section 16.16) to be used
          for or diverted to purposes other than for the exclusive benefit
          of the Participants and that Beneficiaries and alternate payees
          under the Plan prior to the satisfaction of all liabilities of
          the Plan; and

                     (b)deprive a Participant of his nonforfeitable right
          to benefits accrued as of the date of such amendment.  If the
          vesting schedule of the Plan is amended in such a way that an
          Employee might in any Plan Year have less vesting credit under
          the new schedule than under the schedule prior to the amendment,
          each Employee with at least three Years of Service may elect to
          have his nonforfeitable percentage computed without regard to
          such amendment.  The period during which such election may be
          made shall commence with the date the amendment is adopted and
          shall end on the later of (i) sixty days after the amendment is
          adopted, (ii) sixty days after the amendment becomes effective,
          or (iii) sixty days after the Employee or Participant is provided
          with written notice of the amendment.

               13.4   Retroactivity.  Any amendment or modification of any
          provisions of the Plan may be made retroactively if necessary or
          appropriate to qualify or maintain the Plan or the Trust as a
          plan and trust meeting the requirements of Section 401(a),
          501(a), 401(k), or 401(m) of the Code or any other applicable
          section of law (including ERISA) and the Regulations issued
          thereunder.
<PAGE>
               13.5   Merger.  The Plan may be merged or consolidated with,
          or its assets and liabilities may be transferred to any other
          plan only if the benefits which would be received by a
          Participant in the event of a termination of the Plan immediately
          after such transfer, merger or consolidation are at least equal
          to the benefit such Participant would have received if the Plan
          had terminated immediately prior to the transfer, merger or
          consolidation.


                                          ARTICLE XIV
                                    TERMINATION OF THE PLAN

               14.1  Events Constituting Termination.  It is expressly
          declared to be the desire and intention of each Participating
          Employer to continue the Plan 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 a
          Participating Employer may deem it impractical or unwise to
          continue the Plan established hereunder, and each Participating
          Employer therefore reserves the right to terminate the Plan at
          any time insofar as it affects its Employees.  Any Participating
          Employer may terminate its participation in the Plan by action of
          its board of directors.  Such termination shall be evidenced by
          an 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 Board of Directors, the
          Committee 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.

               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 Participating Employer.

               The Committee may require any Participating Employer to
          withdraw from the Plan for failure of the Participating Employer
          to make proper contributions or to comply with any other
          provision of the Plan.

               14.2   Partial Termination.  Upon the withdrawal of one or
          more Participating Employers or upon the termination of active
          participation of a group of Employees, the Committee shall
          determine, upon the advice of counsel to the Plan and under
          applicable law, whether a partial termination has occurred with
          respect to a group of Participants.

               14.3   Disposition of Accounts After a Termination.  Upon
          termination or partial termination of the Plan or upon complete
          discontinuance of contributions, the Accounts of all affected
          Participants shall become fully vested and nonforfeitable.  Upon
          the termination or partial termination or upon complete
<PAGE>
          discontinuance of contributions, the Committee shall continue to
          administer the Plan, the Trustee shall continue to administer the
          Trust Fund, and all payments to Participants shall continue in
          accordance with the provisions of Article X; provided, however,
          that in the event of a partial termination the Committee may
          direct the Trustee to segregate the assets attributable to the
          Accounts of the affected Participants and apply such segregated
          assets for the benefit of such Participants.

               After a Plan termination, the assets of the Plan shall be
          distributed to the Participants (and others for whose benefits
          accounts are then maintained) at such time as the Committee
          determines.  No distribution shall be made of Employee-Deferral
          Account balances as a result of a termination of the Plan unless
          the Plan is terminated without the establishment or maintenance
          of another defined contribution plan, as provided in Code
          Sections 401(k)(2)(B)(i)(II) and 401(k)(10)(A)(i).

               Notwithstanding the foregoing paragraph, upon or after the
          termination of the Plan, the Board of Directors shall have the
          power to terminate the Trust.

               14.4   Internal Revenue Service Approval for Distribution.
          In the event that the Committee applies to the Internal Revenue
          Service for a determination that the termination of the Plan does
          not disqualify it, no person shall have any right or claim to any
          assets of the Trust Fund before the Internal Revenue Service
          shall determine that the Plan is qualified through the proposed
          distribution of assets under this Article XIV.

                                           ARTICLE XV
                                 STAND-BY TOP-HEAVY PROVISIONS

               15.1   Top Heavy Plan.  The Plan will be considered a Top
          Heavy Plan for any Plan Year if it is determined to be a Top
          Heavy Plan as of the last day of the preceding Plan Year.
          Notwithstanding any other provisions in the Plan, the provisions
          of this Article XV shall apply and supersede all other provisions
          in the Plan with respect to a Plan Year for which the Plan is a
          Top Heavy Plan.

               15.2   Definitions.  For purposes of this Article XV and as
          otherwise used in this Plan, the following terms shall have the
          meanings set forth below:

                     (a)"Aggregation Group" shall mean the group composed
          of each qualified retirement plan of a Participating Employer or
          an Affiliated Company in which a Key Employee is a Participant
          and each other qualified retirement plan of a Participating
          Employer or an Affiliated Company which enables a plan of a
          Participating Employer or an Affiliated Company in which a Key
          Employee is a Participant to satisfy Sections 401(a)(4) or 410 of
          the Code.  In addition, the Company may choose to treat any other
          qualified retirement plan as a member of the Aggregation Group if
          such Aggregation Group will continue to satisfy Sections
          401(a)(4) and 410 of the Code with such plan being taken into
          account.

                     (b)"Key Employee" shall mean a "Key Employee" as
<PAGE>
          defined in Section 416(i)(1) and (5) of the Code or Regulations.
          For purposes of determining which employee is a Key Employee,
          compensation shall mean "compensation" as defined in Section
          1.415-2(d) of the Regulations but including employer
          contributions made pursuant to a salary reduction arrangement.

                     (c)This Plan shall be a "Top Heavy Plan" for any Plan
          Year if, as of the Determination Date (as defined in paragraph
          (d) below), the aggregate of the Accounts under the Plan for
          Participants who are Key Employees (as defined in paragraph (b),
          above) exceeds 60% of the aggregate of the Accounts of all
          Participants or if this Plan is required to be in an Aggregation
          Group (as defined in paragraph (a), above) which for such Plan
          Year is a top-heavy group.

                     (d)"Determination Date" means for any Plan Year the
          last day of the immediately preceding Plan Year.

               15.3   Vesting.  If the Plan is a Top Heavy Plan with respect
          to any Plan Year, the Vested Interest of each Participant who has
          performed one Hour of Service on or after the date the Plan
          becomes a Top Heavy Plan shall not be less than the percentage
          determined in accordance with the following vesting schedule:

                    ---------------------------------------------
                    Years of Service          Vested Interest
                                                                              
                    Less than 2 years               0%
                    2 years but less than 3        20%
                    3 years but less than 4        40%
                    4 years but less than 5	   60%
                    5 years but less than 6	   80%
                    6 years or more		  100%

               15.4   Minimum Contribution.  For each Plan Year that the
          Plan is a Top Heavy Plan, the Employer Contribution (including
          forfeitures but excluding rollovers pursuant to Section 3.8)
          allocable to the Accounts of each Participant who has performed
          an Hour of Service at the end of the Plan Year and who is not a
          Key Employee, shall not be less than the lesser of (i) 3% of such
          Participant's compensation, within the meaning of Section 415 of
          the Code, or (ii) the percentage at which contributions and
          forfeitures for such Plan Year are made and allocated on behalf
          of the Key Employee for whom such percentage is the highest.
          Such allocation shall be made for each Participant who is not a
          Key Employee and who is employed by the Employer through the last
          payroll period ending within the Plan Year.  For the purpose of
          determining the appropriate percentage under clause (i), all
          defined contribution plans required to be included in an
          Aggregation Group shall be treated as one plan.  Clause (ii)
          shall not be applicable if the Plan is required to be included in
          an Aggregation Group which enables a defined benefit plan also
          required to be included in said Aggregation Group to satisfy
          Sections 401(a)(4) or 410 of the Code.  Compensation, for
<PAGE>
          purposes of determining a minimum contribution, is Section 415
          Compensation.

               15.5   Limitations on Contributions.  For each Plan Year that
          the Plan is a Top Heavy Plan, 1.0 shall be substituted for 1.25
          as the multiplicand of the dollar limitation in determining the
          denominator of the defined benefit plan fraction and of the
          defined contribution plan fraction for purposes of Section 415(e)
          of the Code.  If, after substituting 90 percent for 60 percent
          wherever the latter appears in Section 416(g) of the Code, the
          Plan is not determined to be a Top Heavy Plan, the provisions of
          this Section 15.5 shall not be applicable if the minimum Employer
          Contribution (including forfeitures) allocable to the Accounts of
          any Participant who is not a Key Employee is determined by
          substituting "4" for "3".  If the Participant is a participant in
          both a defined contribution plan and a defined benefit plan, the
          benefit from the defined contribution plan minimum shall be
          comparable to a 3% defined benefit plan benefit.

               15.6   Other Plans.  The Committee shall, to the extent
          permitted by the Code and in accordance with the Regulations,
          apply the provisions of this Article XV by taking into account
          the benefits payable and the contributions made under any other
          plans maintained by a Participating Employer or Affiliated
          Company which are qualified under Section 401(a) of the Code to
          prevent inappropriate omissions or required duplication of
          minimum benefits or contributions by making a comparability
          analysis to prove that the defined contribution plan is providing
          a benefit at least equal to the minimum benefit under the defined
          benefit plan.


                                          ARTICLE XVI
                                       GENERAL PROVISIONS

               16.1   Plan Voluntary.  Although it is intended that the Plan
          shall be continued indefinitely, this Plan is entirely voluntary
          on the part of the Participating Employers and the continuance of
          this Plan and the payment of contributions hereunder are not to
          be regarded as contractual obligations of the Participating
          Employers.  The Plan shall not be deemed to constitute a contract
          between a Participating Employer and any Employee or to be a
          consideration for, or an inducement for, the employment of an
          Employee by an Employer.  Nothing contained in the Plan shall be
          deemed to give any Employee the right to be retained in the
          service of an Employer or to interfere with the right of an
          Employer to discharge or to terminate the service of any Employee
          at any time without regard to the effects such discharge or
          termination may have on any rights under the Plan.

               16.2   Payments to Minors and Incompetents.  If a
          Participant, Beneficiary or alternate payee 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
<PAGE>
          payment under the Plan.

               16.3   Missing Payee.  The Committee shall retain the address
          of each Participant, Beneficiary or alternate payee.  Any notice
          sent to the last address filed with the Plan Administrator or for
          the last address indicated on an Employer's records will be
          binding upon a Participant or Beneficiary.

               16.4   Required Information.  Each Participant shall file
          with the Committee such pertinent information concerning himself,
          his spouse and his Beneficiary as the Committee may specify, and
          no Participant, or Beneficiary, or other person shall have any
          rights or be entitled to any benefits under the Plan unless and
          until such information is filed by or with respect to him.

               16.5   Subject to Trust Agreement.  Any and all rights or
          benefits accruing to any persons under the Plan shall be subject
          to the terms of the Trust Agreement.

               16.6   Communications to Committee.  All elections,
          designations, requests, notices, instructions, and other
          communications from an Employee, a Participant, Beneficiary, or
          alternate payee to the Committee required or permitted under the
          Plan (i) shall be in such form as is prescribed from time to time
          by the Committee, (ii) shall be mailed by first-class mail or
          delivered to such location as shall be specified by the
          Committee, and (iii) shall be deemed to have been given and
          delivered only upon actual receipt thereof by the Committee at
          such location.

               16.7   Communications from Employer or Committee.  All
          notices, statements, reports and other communications from an
          Employer or the Committee to any Employee, Participant,
          Beneficiary or alternate payee shall be deemed to have been duly
          given when delivered to, or when mailed by first-class mail,
          postage prepaid and addressed to, such Employee, Participant,
          Beneficiary or alternate payee at his address last appearing on
          the records of the Committee or Company, or when posted by the
          Company or the Committee as permitted by law.

               16.8   Action.  Except as may be specifically provided
          herein, any action required or permitted to be taken by an
          Employer may be taken on behalf of the Employer by any authorized
          officer of the Employer.

               16.9   Liability for Benefits.  Neither the Trustee, the
          Employers, the Committee nor the Plan Administrator guarantee the
          Trust from loss or depreciation, nor do they guarantee any
          payment to any person.  The liability of the Trustee, the
          Employers, the Committee and the Plan Administrator to make any
          payment is limited to the available assets of the Trust.

               16.10  Named Fiduciary.  The "named fiduciaries" of the Plan
          within the meaning of ERISA Section 403 shall be (a) the
          Employer, (b) the Plan Administrator, (c) the Trustee, and
          (d) the Committee.
<PAGE>
               16.11  Gender.  Whenever used in the Plan the masculine
          gender includes the feminine.

               16.12  Captions.  The captions preceding the sections of the
          Plan have been inserted solely as a matter of convenience and in
          no way define or limit the scope or intent of any provisions of
          the Plan.

               16.13  Applicable Law.  The Plan and all rights thereunder
          shall be governed by and construed in accordance with ERISA and
          the laws of the State of Louisiana.

               16.14  Reversion of Employer Contributions.  In no event
          shall the assets of the Plan revert to the benefit of the
          Employer.  Notwithstanding any provision of the Plan to the
          contrary, however, all contributions by Employers are conditioned
          upon the deductibility of such contribution under Code Section
          404.  To the extent that a deduction is disallowed for an
          Employer's contribution, the Trustee shall return the principal
          amount of such contribution upon the demand of the Employee.  Any
          such demand shall be made within one year following the final
          determination of the disallowance.

               Further, notwithstanding any provision of the Plan to the
          contrary, any contribution which is made by the Employer on
          account of a good faith mistake of fact may be returned to the
          Employer.  The Employer shall notify the Trustee, in writing, of
          such mistake within one year of the contribution.  The Trustee
          shall return the principal amount of the Employer Contribution as
          soon as possible, but in any event within 60 days after written
          notification by the Employer.

               The maximum amount that may be returned to an Employer in
          the case of a mistake of fact or the disallowance of a deduction
          is the excess of (a) the amount contributed, over, as relevant,
          (b)(i) the amount that would have been contributed had no mistake
          of fact occurred, or (ii) the amount that would have been
          contributed had the contribution been limited to the amount that
          is deductible after any disallowance by the Internal Revenue
          Service.  Earnings attributable to the excess contribution may
          not be returned to the Employer, but losses attributable thereto
          must reduce the amount to be so returned.  Furthermore, if the
          withdrawal of the amount attributable to the mistaken or
          nondeductible contribution would cause the balance of the
          individual account of any Participant to be reduced to less than
          the balance which would have been in the account had the mistaken
          or nondeductible amount not been contributed, then the amount to
          be returned to the Employer must be limited so as to avoid such
          reduction.

               16.15  Expenses.  All expenses of administration shall be
          paid from the Trust unless paid directly by the Employer.  The
          Employer may reimburse the Trust for any administrative expense
          paid by the Trust; such reimbursement shall not be treated as an
          Employer Contribution under the terms of the Plan.
               EXECUTED in multiple originals in New Orleans, Louisiana,
          effective as of the _____ day of ______________________, 1995.
<PAGE>
          WITNESSES:                         AVONDALE INDUSTRIES, INC.

                                             BY:




                                             AVONDALE GULFPORT MARINE INC.

                                             BY:




                                             AVONDALE INDUSTRIES OF
                                                 NEW YORK, INC.

                                             BY:




                                             AVONDALE SERVICES CORP.

                                             BY:




                                             AVONDALE SHIPYARDS OF TEXAS,
                                                 INC.

                                             BY:




                                             AVONDALE TRANSPORTATION
                                                 COMPANY, INC.

                                             BY:




                                             AVONDALE ENTERPRISES, INC.

                                             BY:




                                         AVONDALE CONSTRUCTION MANAGEMENT,INC.

                                             BY:

<PAGE>
                                              
                                         ACKNOWLEDGMENT

          STATE OF LOUISIANA

          PARISH OF ORLEANS

               BEFORE ME, the undersigned Notary Public, personally came
          and appeared _________________________, who being by me sworn did
          depose and state that he signed the foregoing Avondale
          Industries, Inc. 401(k) Savings Plan as a free act and deed on
          behalf of Avondale Industries, Inc. for the purposes therein set
          forth.


                                             BY:


                                             Print Name:


                                             Title:


          SWORN TO AND SUBSCRIBED
          BEFORE ME THIS _____ DAY
          OF _______________, 1995.


               NOTARY PUBLIC
<PAGE>                                              
                                         ACKNOWLEDGMENT

          STATE OF LOUISIANA

          PARISH OF ORLEANS

               BEFORE ME, the undersigned Notary Public, personally came
          and appeared _________________________, who being by me sworn did
          depose and state that he signed the foregoing Avondale
          Industries, Inc. 401(k) Savings Plan as a free act and deed on
          behalf of Avondale Gulfport Marine, Inc. for the purposes therein
          set forth.


                                             BY:


                                             Print Name:


                                             Title:


          SWORN TO AND SUBSCRIBED
          BEFORE ME THIS _____ DAY
          OF _______________, 1995.


               NOTARY PUBLIC
<PAGE>                                              
                                         ACKNOWLEDGMENT

          STATE OF LOUISIANA

          PARISH OF ORLEANS

               BEFORE ME, the undersigned Notary Public, personally came
          and appeared _________________________, who being by me sworn did
          depose and state that he signed the foregoing Avondale
          Industries, Inc. 401(k) Savings Plan as a free act and deed on
          behalf of Avondale Industries of New York, Inc. for the purposes
          therein set forth.


                                             BY:


                                             Print Name:


                                             Title:


          SWORN TO AND SUBSCRIBED
          BEFORE ME THIS _____ DAY
          OF _______________, 1995.


               NOTARY PUBLIC
<PAGE>                                              
                                         ACKNOWLEDGMENT

          STATE OF LOUISIANA

          PARISH OF ORLEANS

               BEFORE ME, the undersigned Notary Public, personally came
          and appeared _________________________, who being by me sworn did
          depose and state that he signed the foregoing Avondale
          Industries, Inc. 401(k) Savings Plan as a free act and deed on
          behalf of Avondale Services Corporation for the purposes therein
          set forth.


                                             BY:


                                             Print Name:


                                             Title:


          SWORN TO AND SUBSCRIBED
          BEFORE ME THIS _____ DAY
          OF _______________, 1995.


               NOTARY PUBLIC
<PAGE>                                              
                                         ACKNOWLEDGMENT

          STATE OF LOUISIANA

          PARISH OF ORLEANS

               BEFORE ME, the undersigned Notary Public, personally came
          and appeared _________________________, who being by me sworn did
          depose and state that he signed the foregoing Avondale
          Industries, Inc. 401(k) Savings Plan as a free act and deed on
          behalf of Avondale Shipyards of Texas, Inc. for the purposes
          therein set forth.


                                             BY:


                                             Print Name:


                                             Title:


          SWORN TO AND SUBSCRIBED
          BEFORE ME THIS _____ DAY
          OF _______________, 1995.


               NOTARY PUBLIC
<PAGE>                                              
                                         ACKNOWLEDGMENT

          STATE OF LOUISIANA

          PARISH OF ORLEANS

               BEFORE ME, the undersigned Notary Public, personally came
          and appeared _________________________, who being by me sworn did
          depose and state that he signed the foregoing Avondale
          Industries, Inc. 401(k) Savings Plan as a free act and deed on
          behalf of Avondale Transportation Company, Inc. for the purposes
          therein set forth.


                                             BY:


                                             Print Name:


                                             Title:


          SWORN TO AND SUBSCRIBED
          BEFORE ME THIS _____ DAY
          OF _______________, 1995.


               NOTARY PUBLIC
<PAGE>                                              
                                         ACKNOWLEDGMENT

          STATE OF LOUISIANA

          PARISH OF ORLEANS

               BEFORE ME, the undersigned Notary Public, personally came
          and appeared _________________________, who being by me sworn did
          depose and state that he signed the foregoing Avondale
          Industries, Inc. 401(k) Savings Plan as a free act and deed on
          behalf of Avondale Enterprises, Inc. for the purposes therein set
          forth.


                                             BY:


                                             Print Name:


                                             Title:


          SWORN TO AND SUBSCRIBED
          BEFORE ME THIS _____ DAY
          OF _______________, 1995.


               NOTARY PUBLIC
<PAGE>                                              
                                         ACKNOWLEDGMENT

          STATE OF LOUISIANA

          PARISH OF ORLEANS

               BEFORE ME, the undersigned Notary Public, personally came
          and appeared _________________________, who being by me sworn did
          depose and state that he signed the foregoing Avondale
          Industries, Inc. 401(k) Savings Plan as a free act and deed on
          behalf of Avondale Construction Management, Inc. for the purposes
          therein set forth.


                                             BY:


                                             Print Name:


                                             Title:


          SWORN TO AND SUBSCRIBED
          BEFORE ME THIS _____ DAY
          OF _______________, 1995.


               NOTARY PUBLIC
<PAGE>                                              
                                   AVONDALE INDUSTRIES, INC.
                                             401(k)
                                          SAVINGS PLAN

                                       TABLE OF CONTENTS

          Article                 Contents                   Section

          I.        DEFINITIONS
                      Accounts					1.1
                      Active Participant			1.2
                      Affiliated Company			1.3
                      Beneficiary				1.4
                      Board of Directors			1.5
                      Code					1.6
                      Committee					1.7
                      Company					1.8
                      Compensation				1.9
                        Plan Compensation
                        Section 415 Compensation
                        Total Compensation
                      Disability			       1.10
                      Disability Retirement Date	       1.11
                      Eligible Employee			       1.12
                      Employee				       1.13
                      Employee-Deferral or Employee-Deferral
                        Contribution			       1.14
                      Employee-Deferral Account		       1.15
                      Employee-Deferral Agreement	       1.16
                      Employer				       1.17
                      Employer Contribution		       1.18
                      Employer Contribution Account	       1.19
                      Employer Discretionary Contribution      1.20
                      Entry Date			       1.21
                      ERISA				       1.22
                      Highly Compensated Employee	       1.23
                      Hour of Service			       1.24
                      Matching Contribution		       1.25
                      Non-Highly Compensated Employee	       1.26
                      Non-Participating Employer	       1.27
                      Normal Retirement Date
                        and Normal Retirement Age	       1.28
                      One-Year Break-in-Service	      	       1.29
                      Parental Absence			       1.30
                      Participant			       1.31
                      Participating Employer		       1.32
                      Plan				       1.33
                      Plan Year				       1.34
                      Rollover Contribution Account	       1.35
                      Service Termination Date		       1.36
                      Trust or Trust Agreement		       1.37
                      Trustee				       1.38
                      Trust Fund			       1.39
                      Valuation Date			       1.40
                      Vested Interest			       1.41
                      Year of Service			       1.42
<PAGE>
          II.       PARTICIPATION
                      Commencement of Participation		2.1
                      Termination of Participation		2.2
                      Participation Following Reemployment	2.3

          III.      EMPLOYEE-DEFERRALS
          	      Employee-Deferrals			3.1
                      Delivery of Employee-Deferral
                        Contributions				3.2
                      Changes in and Discontinuance of
                        Employee-Deferrals			3.3
                      Dollar Limitation				3.4
                      Return of Excess Deferral Amounts		3.5
                      Non-Discrimination Rules			3.6
                      Return of Excess Contributions		3.7
                      Rollover Contributions			3.8

          IV.       MATCHING CONTRIBUTIONS
                      Matching Contributions			4.1
                      Forfeitures				4.2
                      Delivery of Contributions			4.3
                      Adjustments if Employee-Deferral
                        Contributions Adjusted			4.4
                      Discrimination				
                        Test-Matching Contributions		4.5
                      Qualified Matching Contributions, Qualified
                        Nonelective Contributions		4.6

          V.        EMPLOYER DISCRETIONARY CONTRIBUTIONS
                      Employer Discretionary Contributions	5.1
                      Allocation of Employer Discretionary
                        Contributions				5.2
                      Top-Heavy Contributions			5.3

          VI.       VESTING
                      Employee-Deferral Account			6.1
                      Rollover Contribution Account		6.2
                      Employer Contribution Account		6.3
                      Forfeitures				6.4
                      Reemployment Before Break in Service	6.5
                      Reemployment After Break in Service	6.6

          VII.      ALLOCATIONS
                      Allocation of Contributions		7.1
                      Definitions				7.2
                      Annual Additions				7.3
                      Limitation for Other Defined
                        Contribution Plans			7.4
                      Limitation for Defined Benefit Plan	7.5
          VIII.     TRUST FUND
                      Plan Assets				8.1
                      Separate Accounts				8.2
                      Valuation					8.3
                      Investment Funds				8.4
                      Investment of Contributions		8.5
                      Transfer of Amounts Among
                        Investment Funds			8.6
                      Liability for Investment Decisions	8.7
                      Accounting Procedures			8.8
<PAGE>
          IX.       BENEFITS
                      Normal Retirement Date			9.1
                      Disability Retirement Date		9.2
                      Nonalienation of Benefits			9.3
                      Qualified Domestic Relations Order	9.4

          X.        PAYMENT OF BENEFITS
                      Time of Payment			       10.1
                      Death Benefit			       10.2
                      Form of Distribution		       10.3
                      Temporary Non-Payment of Benefits	       10.4
                      Direct Rollover Rules		       10.5
                      Notice				       10.6

          XI.       IN-SERVICE DISTRIBUTION AND LOANS
                      Distribution after Attaining
                        Age 59 1/2			       11.1
                      Financial Hardship		       11.2
                      Loans to Participant		       11.3

          XII.      ADMINISTRATION
                      Board of Directors		       12.1
                      401(k) Administrative Committee	       12.2
                      Committee's Duties and Responsibilities  12.3
                      Committee's Powers		       12.4
                      Chairman of the Committee		       12.5
                      Claims Review Procedure		       12.6
                      Information from Participants
                        Beneficiaries and Alternate Payees     12.7
                      Actions				       12.8
                      Bond				       12.9
                      Indemnification			      12.10

          XIII.     AMENDMENT OF THE PLAN
                      Right to Amend or Suspend Contributions  13.1
                      Amendment by Committee		       13.2
                      Restriction on Amendment		       13.3
                      Retroactivity			       13.4
                      Merger				       13.5

          XIV.      TERMINATION OF THE PLAN
                      Events Constituting Termination	       14.1
                      Partial Termination		       14.2
                      Disposition of Accounts After a
                        Termination			       14.3
                      Internal Revenue Service Approval
                        for Distribution		       14.4

          XV.       STAND-BY TOP-HEAVY PROVISIONS
                      Top Heavy Plan			       15.1
                      Definitions			       15.2
                      Vesting				       15.3
                      Minimum Contribution		       15.4
                      Limitation on Contributions	       15.5
                      Other Plans			       15.6

          XVI.      GENERAL PROVISIONS
                      Plan Voluntary			       16.1
                      Payments to Minors and Incompetents      16.2
                      Missing Payee			       16.3
<PAGE>
                      Required Information		       16.4
                      Subject to Trust Agreement	       16.5
                      Communications to Committee	       16.6
                      Communications from Employer or
                        Committee			       16.7
                      Action				       16.8
                      Liability for Benefits		       16.9
                      Named Fiduciary			      16.10
                      Gender				      16.11
                      Captions				      16.12
                      Applicable Law			      16.13
                      Reversion of Employer Contributions     16.14	
                      Expenses				      16.15