AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT
WHEREAS, the Amended and Restated Change of Control Agreement (the
"Agreement") between X. X. Xxxxxxx, Xx. and Avondale Industries, Inc. (the
"Company") was entered into effective as of January 19, 1996; and
WHEREAS, the Board of Directors wishes to amend the Agreement to
provide for the accelerated payment of benefits under the Company's non-
qualified defined benefit plans in the event of the payment of other
benefits under the Agreement.
NOW THEREFORE, the Agreement is hereby amended as follows:
I.
Section 2.3(a)(iv) is hereby amended to read as follows:
(iv) notwithstanding any plan provision regarding the
payment of benefits following a change of control of the Company
which shall be superseded hereby, the Company shall pay to the
Employee in a lump sum in cash within 30 days of the date of
termination an amount equal to the then present value of the
actuarial equivalent of the additional benefits, if any, to which
the Employee would be entitled under the Avondale Industries,
Inc. Pension Plan, and any other qualified defined benefit plan
maintained by the Company and covering the Employee if the
Employee had continued to be employed by the Company until the
third anniversary of the Change of Control, assuming Employee
were fully vested thereunder, without regard to any amendment to
such plans made after the Change of Control but prior to
Employee's date of termination of employment, which amendment
adversely affects in any manner the computation of retirement
benefits under such plans.
II.
Section 2/3(a)(v) is hereby added to read as follows:
(v) notwithstanding any plan provision regarding the payment
of benefits following a change of control of the Company which
shall be superseded hereby, the Company shall pay to the Employee
in a lump sum in cash within 30 days of the date of termination
of employment an amount equal to the then present value of the
actuarial equivalent of the benefits to which the Employee would
be entitled under the Supplemental Pension Plan, the Executive
Excess Retirement Plan and any other non-qualified defined
benefit plan maintained by the Company and covering the Employee
if the Employee had an additional period of service to the
Company ending on the third anniversary of the Change of Control,
assuming the Employee were fully vested thereunder and assuming
retirement at age 55 if Employee is age 52 or younger at the time
of the Change of Control or assuming retirement at the age of the
Employee three years following the Change of Control if Employee
is over age 52 at the time of the Change of Control. Such
payment shall be made without regard to any amendment to such
plans made after the Change of Control but prior to Employee's
date of termination of employment, which amendment adversely
affects in any manner the computation of retirement benefits
under such plans.
This amendment is effective this 23rd day of March, 1998.
AVONDALE INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Chairman, Compensation Committee
/s/ X. X. Xxxxxxx, Xx.
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X. X. Xxxxxxx, Xx.
