AVONDALE INDUSTRIES, INC.

                                    401(k)

                                 SAVINGS PLAN

                          (Effective January 1, 1996)









































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                              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

                      II.PARTICIPATION
                      Commencement of Participation                     2.1
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                      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

                      IX.BENEFITS
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                      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
                      Required Information                             16.4
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                      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














































<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.
































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                                      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:

               1.1   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.

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

               1.3   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.

               1.4   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
          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.

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

               1.6   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.

               1.7   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.

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

               1.9   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).

                     (b)  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), 6051(a)(3)  and
                          6052 of the Code.

                     (c)  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.

               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.

               1.10  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
<PAGE>
          Insurance.

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

               1.12  Eligible Employee is defined at Section 2.1.

               1.13  Employee shall mean a person employed by  an  Employer,
               excluding  any  employee  who  is  included  in  a  unit  of
               employees covered by a collective bargaining agreement which
               does   not  provide  for  his  participation  in  the  Plan.
               However,  any  Employee  who  is  providing  services to the
               Employer  under a contract with an unrelated employer  shall
               not be considered an Eligible Employee under this Plan.

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

               1.15  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.

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

               1.17  Employer shall mean a Participating  Employer or a Non-
               Participating Employer.  Appendix A lists each Participating
               Employer.

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

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

               1.20  Employer  Discretionary   Contribution  shall  mean  a
               contribution by an Employer to the  Trust  Fund as described
               in Article V.

               1.21 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.

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

               1.23  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
<PAGE>
               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-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
<PAGE>
               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.

               1.24  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
<PAGE>
                          otherwise 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.

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

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

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

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

               1.29  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.
          For  purposes  of  this  One-Year  Break  in  Service   rule,  in
          determining  the  level  of  vesting of an Employee who is absent
          from work for maternity or paternity  reasons, the period between
          the  first  and second anniversaries of the  first  day  of  such
          absence shall  not  be  treated as either a Break in Service or a
          Year of Service.  The Service  Termination  Date  is  the  second
          anniversary  of  the first date of such absence.  An absence from
          work for maternity  or  paternity  reasons  is defined in Section
          1.30.

               1.30  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
<PAGE>
          absence.

               1.31  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.

               1.32  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-
          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.

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

               1.34  Plan Year shall mean the calendar year.

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

               1.36 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),   including   holidays,   paid
                          vacations, sick  leaves and absence on account of
                          disability.

               1.37  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.

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

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

<PAGE>
               1.40  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.

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

               1.42  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, for vesting and participation  purposes,
          such  Employee's  date  of  rehire if such Employee has no vested
          interest and his consecutive  One-Year  Breaks  in Service exceed
          the greater of five or the Years of Service prior  to  a Break in
          Service), provided that:

                     (a)  An  Employee  shall be credited with one Year  of
                          Service   for  each   12   complete   months   of
                          employment,    whether    or   not   consecutive,
                          commencing   no   later   than   the   employee's
                          employment  commencement  date,  or  reemployment
                          commencement date, whichever is applicable.

                     (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 Parental Absence);

                          (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
<PAGE>
                                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 month shall be determined by dividing  the number of days
          of  employment,  whether or not consecutive, by 30.   All  of  an
          Employee's Years of Service with the Employer shall be taken into
          account, including  service  prior to the year the Employee meets
          the definition of Employee, for purposes of satisfying the Plan's
          eligibility  requirements  and for  calculating  a  Participant's
          Vested Interest in his Employer  Contribution Account unless such
          periods of service are disregarded pursuant to Section 2.3 of the
          Plan (for participation purposes),  or  Section  6.6  of the Plan
          (for vesting purposes).


                                      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
          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.  Such
               Employee  shall  automatically  become an Eligible  Employee
               again and the Committee shall allow  him  to  elect  to make
               Employee-Deferrals pursuant to Section 3.1.

               If  an Employee (whether or not a Participant) has a Service
               Termination  Date and is later reemployed by a Participating
               Employer, he shall be treated as a new Employee for purposes
               of determining  eligibility  to  participate in the Plan, if
               the Employee has no vested interest and his consecutive One-
               Year Breaks in Service exceed the  greater  of  five  or the
               Years of Service prior to a Break in Service.  However, if a
<PAGE>
               fully  vested  Participant has terminated employment and  is
               later reemployed  by  a  Participating  Employer,  he  shall
               automatically  become  a Participant as of the date he first
               performs   an   Hour  of  Service   following   reemployment
               regardless of the number of One-Year Breaks in Service prior
               to reemployment.


                                     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 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.

               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.

               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; 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
<PAGE>
               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.  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

                     (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
<PAGE>
                                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 Highly Compensated  Employees shall
                                be  disregarded  as  separate Employees  in
                                determining  the  ADP  both   for  Eligible
                                Employees  who  are  Non-Highly Compensated
<PAGE>
                                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" for a Highly
                          Compensated Employee shall  be  determined in the
                          following  manner.   First,  the actual  deferral
                          ratio  (ADR)  of the Highly Compensated  Employee
                          with the highest  ADR  is  reduced  to the extent
                          necessary to satisfy the ADP test or  cause  such
                          ratio  to  equal  the  ADR  of  the  next  Highly
                          Compensated  Employee  with  the  highest  ratio.
                          Second,  this  process  is repeated until the ADP
                          test   is  satisfied.   The  amount   of   Excess
                          Contributions is the total of Employee Deferrals,
                          plus  Qualified   Nonelective  Contributions  and
                          Qualified  Matching   Contributions   taken  into
                          account  in determining the employee's ADR  minus
                          the  amount   determined   by   multiplying   the
                          employee's    ADR   by   the   employee's   Total
                          Compensation.

                     (b)  Determination of  Income  or Loss.  The income or
<PAGE>
                          loss allocable to Excess Contributions  shall  be
                          determined  pursuant  to  Section  8.3.  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
                          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  Section  1.401(k)-1(f)(2)  of  the
                          regulations and the Excess  Contributions of such
                          Participants shall be allocated  among the family
                          members  in  proportion  to the contributions  of
                          each family member.  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
<PAGE>
          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
          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   and
                                Forfeitures 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)  If   an   Eligible  Employee  makes  no  Employee
<PAGE>
                          Deferrals and receives no Matching Contributions,
                          the contribution  ratio that is to be included in
                          determining the ACP is zero.

                     (c)  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.

                     (d)  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 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
<PAGE>
                                         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.  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
<PAGE>
                                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 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.

                     (e)  Excess  Aggregate  Contributions.    The   Excess
                          Aggregate  Contributions for a Highly Compensated
                          Employee shall  be determined as follows:  First,
                          the actual contribution ratio (ACR) of the Highly
                          Compensated Employee  with  the  highest  ACR  is
                          reduced  to  the  extent necessary to satisfy the
                          ACP test or cause such  ratio to equal the ACR of
                          the  Highly Compensated Employee  with  the  next
                          highest  ratio.  Second, this process is repeated
                          until the ACP test is satisfied.  For each Highly
                          Compensated  Employee,  the  amount of the Excess
                          Aggregate  Contributions is equal  to  the  total
                          Employee Deferrals  and  Matching  Contributions,
                          plus  Qualified  Nonelective  Contributions   and
                          other   contributions   taken   into  account  in
                          determining  the ACR minus the amount  determined
                          by  multiplying   the   employee's   ACR  by  the
                          employee's Total Compensation.  If the Plan fails
                          to   satisfy   the  ACP  Test,  Excess  Aggregate
                          Contributions  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
<PAGE>
                                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  Section
                                1.401(m)-1(e)(2) of the regulations and the
                                Excess Contributions of  such  Participants
                                shall be allocated among the family members
                                in proportion to the contributions  of each
                                family member that have been combined.

                          (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 pursuant to Section 8.3.

                          (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
                          Matching  Contribution   may   be   made  by  the
                          Employers  on  the  basis  of  either a specified
                          dollar amount or a specified percentage  of  Plan
                          Compensation  of the Employee who is eligible for
                          such  contribution  under  the  nondiscrimination
                          tests.   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
<PAGE>
                          Compensation  of the Employee who is eligible for
                          such  contribution  under  the  nondiscrimination
                          tests.   Such Qualified Nonelective Contributions
                          shall be nonforfeitable  and  shall be subject to
                          the same restrictions on distribution  that apply
                          to Employee-Deferrals.

                     (c)  Qualified Matching Contributions and/or Qualified
                          Nonelective  Contributions  may  be  treated   as
                          Employee   Deferrals   only   if  the  conditions
                          described   in   Section   1.401(k)-1(b)(5)   are
                          satisfied.   Qualified Nonelective  Contributions
                          may be treated  as  Matching Contributions if the
                          conditions described  in Section 1.401(m)-1(b)(5)
                          of the regulations are satisfied.

                     (d)  The Employer will maintain  records sufficient to
                          demonstrate   compliance   with   this   section,
                          including   the   extent   to   which   Qualified
                          Nonelective  Contributions and Qualified Matching
                          Contributions  are  taken into account to satisfy
                          the ADP and ACP tests.

                     (e)  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 Total Compensation
          bears to the Total Compensation for all  Active  Participants for
          such  year.   Notwithstanding any other provision, each  Employee
          shall become an  Eligible  Employee, for purposes of receiving an
          allocation of an Employer Discretionary  Contribution,  as of the
<PAGE>
          day  the  Employee has both (a) attained age 21 and (b) completed
          one Year of Service.

               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
          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 of Service           Vested %

                    Less than 5 years               0
                    5 years or more                100
                    ----------------------------------------

               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.
<PAGE>
               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 Contribution Account
                          funded prior to the Break in Service, provided
                          such Participant is reemployed by the Employer
                          before he 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:
<PAGE>
                     (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.

               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
<PAGE>
          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
                          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
<PAGE>
                          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.


                                     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
<PAGE>
          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 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
<PAGE>
                          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
<PAGE>
          the Committee specifying a Disability Retirement Date which is
          the first day of a month not more than 90 days following the date
          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
<PAGE>
          procedures shall be in writing, shall include provisions
          specifying the notification requirements enumerated in the
          preceding paragraph, shall permit an alternate payee to designate
          a representative for receipt of communications from the
          Committee, and shall include such other provisions as the
          Committee shall determine, including such provisions required
          under 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
<PAGE>
                          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
          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:
<PAGE>
                          any distribution that is one of a series of
                          substantially equal periodic payments (not less
                          frequently than annually) made for the life (or
                          life expectancy) of the Distributee or the joint
                          lives (or joint life expectancies) of the
                          Distributee and the Distributee's designated
                          beneficiary, or for a specified period of ten
                          years or more; any distribution to the extent
                          such distribution is required under Section
                          401(a)(9) of the Code; and the portion of any
                          distribution that is not includible in gross
                          income (determined without regard to the
                          exclusion for net unrealized appreciation with
                          respect to employer securities).

                     (b)  An Eligible Retirement Plan includes an
                          individual retirement account described in
                          Section 408(a) of the Code, an individual
                          retirement annuity described in Section 408(b) of
                          the Code, an annuity plan described in Section
                          403(a) of the Code, or a qualified trust
                          described in Section 401(a) of the Code, that
                          accepts the Distributee's Eligible Rollover
                          Distribution.  However, in the case of an
                          Eligible Rollover Distribution to the surviving
                          spouse, an eligible retirement plan is an
                          individual retirement account or individual
                          retirement annuity.

                     (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
<PAGE>
                          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
          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
<PAGE>
                                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
                          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
<PAGE>
                          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 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
<PAGE>
                          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
          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
<PAGE>
          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.

               12.4  Committee's Powers.  The Committee will have all
          powers and authority necessary or appropriate to carry out its
<PAGE>
          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 Plan.  The notice will also explain the
<PAGE>
                          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.


<PAGE>
                                     ARTICLE XIII
                                AMENDMENT OF THE PLAN

               13.1  Right to Amend or Suspend Contributions.  Subject to
          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
<PAGE>
                          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.

               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
<PAGE>
          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
          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
<PAGE>
                          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
                          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%

                     The following additional rules shall apply:

                     (a)  The Top-Heavy vesting schedule set forth in this
                          Section shall apply to the entire balance of such
                          accounts, including benefits which accrued before
                          the Plan became Top-Heavy.

<PAGE>
                     (b)  In the event the Plan ceases to be Top-Heavy, the
                          vested and nonforfeitable percentage of each
                          Participant's Employer Contribution Account shall
                          not be reduced by a change in the Plan's vesting
                          schedule.

                     (c)  The Top-Heavy vesting schedule set forth above
                          shall not apply to the Employer Contribution
                          Account of any Participant who does not have an
                          Hour of Service after the Plan initially becomes
                          Top-Heavy.  The vested interest of such
                          Participant in his or her Employer Contribution
                          Account shall be determined without regard to
                          this Section.

                     (d)  If the Plan ceases to be Top-Heavy, the vesting
                          schedule set forth in this Section shall apply to
                          all Employer Contributions attributable to Plan
                          Years after the Plan ceases to be Top-Heavy.
                          Such change in the vesting schedule shall be
                          treated as an amendment and the provisions of
                          Section 13.3 shall apply.

               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
          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
<PAGE>
          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
          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
<PAGE>
          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.

               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
<PAGE>
          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 20th day of September, 1996.
                              ----        --------- 

          WITNESSES:                     AVONDALE INDUSTRIES, INC.

          /s/ JACKIE H. WALKER           BY: /s/ THOMAS M. KITCHEN
          --------------------               ---------------------

          /s/ BL HICKS
          ------------











<PAGE>
                                    ACKNOWLEDGMENT

          STATE OF LOUISIANA

          PARISH OF ORLEANS

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


                                             BY: /s/ THOMAS M. KITCHEN
                                                 ---------------------
                                             Print Name: Thomas M. Kitchen
                                                         ----------------- 
                                             Title: VP & CFO
                                                    --------
          SWORN TO AND SUBSCRIBED
          BEFORE ME THIS 23rd DAY
                         ----
          OF September, 1996.
             --------- 

          /s/ A. BLOMKALNS
          ----------------
          NOTARY PUBLIC





























<PAGE>

                                     Appendix "A"
                               Participating Employers


               The following Participating Employers have entered under
               this Plan as of the following dates:

           -----------------------------------------------------------------
               Participating Employer           Date of Participation
           -----------------------------------------------------------------
           Avondale Gulfport Marine Inc.             January 1, 1996
           Avondale Industries of New York, Inc.     January 1, 1996
           Avondale Services Corp.                   January 1, 1996
           Avondale Shipyards of Texas, Inc.         January 1, 1996
           Avondale Transportation Company, Inc.     January 1, 1996
           Avondale Enterprises, Inc.                January 1, 1996
           Avondale Construction Management, Inc.    January 1, 1996