<PAGE>
As filed with the Securities and Exchange Commission on December 7, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRIEDE GOLDMAN HALTER, INC.
(formerly known as Friede Goldman International Inc.)
(Exact name of registrant as specified in its charter)
Mississippi 64-0900067
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
13085 Industrial Seaway Road
Gulfport, Mississippi 39503
(Address of Principal Executive Offices) (Zip Code)
Friede Goldman Halter, Inc.
401(k) Profit Sharing Plan
(Full title of the plan)
Rick S. Rees
Executive Vice President and Chief Financial Officer
13085 Industrial Seaway Road
Gulfport, Mississippi
(228) 896-0029
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
_________________
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed
Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered (1)(2) Per Share (3) Price (3) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(4) 1,350,000 shares $ 7.5938 $ 10,251,630 $ 2,707
==========================================================================================================================
</TABLE>
(1) The number of shares of common stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
plan interests to be offered or sold pursuant to the Friede Goldman Halter,
Inc. 401(k) Profit Sharing Plan.
(3) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of a share of the Company's
common stock on the New York Stock Exchange on December 6, 1999 pursuant to
Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended.
(4) Includes associated rights to purchase shares of the Registrant's Series A
Junior Participating Preferred Stock. The Rights are not currently separable
from the shares of Common Stock and are not currently exercisable.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Friede Goldman Halter, Inc. (the "Company") and the Friede Goldman
Halter, Inc. 401(k) Profit Sharing Plan (the "Plan") incorporate herein by
reference in this Registration Statement the following documents filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
2. The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1999, June 30, 1999 and September 30,
1999;
3. The Company's Current Reports on Form 8-K filed with the
Commission on October 26, 1999, November 4, 1999 and November 9,
1999.
4. The Company's Proxy Statement which is contained in the Company's
Registration Statement on Form S-4 (Registration No. 333-87853),
filed with the Commission on September 27, 1999.
5. The Company's Registration Statement on Form 8-A with respect to
the Company's common stock, par value $.01 per share, filed with
the Commission on March 18, 1998; and
6. The Company's Registration Statement on Form 8-A with respect to
the Company's Rights to purchase Series A Junior Participating
Preferred Stock, par value $.01 per share, filed with the
Commission on January 12, 1999, as amended to date.
All documents filed by the Company or the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of the Registration Statement and the Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or the Prospectus.
Item 4. Description of Securities
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
-2-
<PAGE>
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 79-4-8.51 ("Section 8.51") of the
Mississippi Business Corporation Act (the "MBCA"), as amended, authorizes
corporations to indemnify an individual made a party to a proceeding because he
is a director against liability incurred in the proceeding if (1) he conducted
himself in good faith, (2) he reasonably believed, in the case of conduct in his
official capacity, that his conduct was in the best interests of the
corporation, and in all other cases, that his conduct was at least not opposed
to its best interests and (3) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Subsection (d) of Section
8.51 provides that a corporation may not indemnify a director (1) in connection
with a proceeding by or in the right of the corporation, except for reasonable
expenses incurred in connection with a proceeding if it is determined that the
director has met the relevant standard of conduct under subsection (a) described
above, or (2) in connection with any proceeding with respect to conduct for
which he was adjudged liable on the basis that he received a financial benefit
to which he was not entitled, whether or not involving action in his official
capacity.
Section 79-4-8.52 ("Section 8.52") of the MBCA provides that a
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he was a director of the corporation against reasonable expenses incurred by him
in connection with the proceeding.
Section 79-4-8.54 of the MBCA authorizes a director of the corporation
who is a party to a proceeding to apply for indemnification or an advance of
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. The court may order (1) indemnification if it determines the
director is entitled to mandatory indemnification under Section 8.52, (2)
indemnification or advance of expenses if it determines the director is so
entitled under the articles of incorporation, bylaws, resolution of the
corporation or contract approved by the board of directors or shareholders, or
(3) indemnification or advance of expenses if it determines that it is fair and
reasonable.
Section 79-4-8.56 of the MBCA provides that a corporation may
indemnify and advance expenses to an officer of the corporation who is a party
to a proceeding because he is an officer of the corporation to the same extent
as to a director and, if he is an officer but not a director, to such further
extent as provided for in the articles of incorporation, bylaws, resolution of
the board of directors or contract, except for (1) liability in connection with
a proceeding by or in the right of the corporation other than for reasonable
expenses incurred in connection with the proceeding or (2) liability arising out
of conduct that constitutes (A) receipt by him of a financial benefit to which
he is not entitled, (B) an intentional infliction of harm on the corporation or
shareholders, or (C) an intentional violation of criminal law.
Section 79-4-8.57 of the MBCA authorizes a corporation to purchase and
maintain insurance on behalf of an individual who is a director or officer of
the corporation, or who, while a director or officer of the corporation, serves
at the corporation's request as a director, officer, partner, trustee, employee
or agent of another domestic or foreign partnership, joint venture, trust,
employee benefit plan or other entity, against liability asserted against or
incurred by him in that capacity or arising from his status as a director or
officer, whether or not the corporation would have power to indemnify or advance
expenses to him against the same liability under the indemnification provisions
of the MBCA.
Section 79-4.202(b)(4) of the MBCA, as amended, provides that the
articles of incorporation may contain a provision eliminating or limiting the
liability of a director to the corporation or its shareholders for money damages
for any action taken, or any failure to take any action, as a director, except
liability for (1) the amount of a financial benefit received by a director to
which he is not entitled, (2) an intentional infliction of harm on the
corporation or the shareholders, (3) a violation of Section 79-4-8.33 of the
MBCA dealing with liability for unlawful distributions or (4) an intentional
violation of criminal law.
Article Nine of the Company's Amended and Restated Articles of
Incorporation states that:
No director of the Company shall be personally liable to the
Company or its shareholders for monetary damages for breach
of fiduciary duty by such director as a director; provided
however, that this Article Nine shall not eliminate or limit
the liability of a director to the extent provided by
applicable law (1) for any breach of the director's duty of
loyalty to the Company or its shareholders, (2) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section
79-4-8.33 of the MBCA or (4) for any transaction from which
the director derived an improper personal benefit. No
amendment to or repeal of this Article Nine shall apply to,
or have any effect on, the liability or alleged liability of
any director
-3-
<PAGE>
of the Company for or with respect to any acts or omissions
of such director occurring prior to such amendment or
repeal. If the laws of the State of Mississippi are amended
to authorize corporate action further eliminating or
limiting the personal liability of directors, then the
liability of a director of the Company shall be eliminated
or limited to the fullest extent permitted by the laws of
the State of Mississippi, as so amended.
In addition, Section 6.1 of the Company's bylaws further provides
that:
Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the
fact that such person, or a person of whom such person is
the legal representative, is or was or has agreed to become
a director or officer of the Corporation or is or was
serving or has agreed to serve at the request of the Company
as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while
serving or having agreed to serve as a director, officer,
employee or agent, shall be indemnified and held harmless by
the Company to the fullest extent authorized by the MBCA, as
the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such
amendment permits the Company to provide broader
indemnification rights that said law permitted the Company
to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, amounts paid or to be paid in settlement and excise
taxes or penalties arising under the Employee Retirement
Income Security Act of 1974, as in effect from time to time)
reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs,
executors and administrators; provided, however, that,
except as provided in Section 6.2 hereof, the Company shall
indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to
indemnification conferred in this Section shall be a
contract right and shall include the right to have the
Company pay, subject to the provisions of Sections 8.51 and
8.53 of MBCA, the expenses incurred in defending any such
proceeding in advance of its final disposition; any advance
payments to be paid by the Company within 20 calendar days
after the receipt by the Company of a statement or
statements from the claimant requesting such advance or
advances from time to time; provided, however, that, if and
to the extent the MBCA requires, the payment of such
expenses incurred by a director or officer in advance of the
final disposition of a proceeding, shall be made only upon
delivery to the Company of an undertaking, by or on behalf
of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under
this Section 6.1 or otherwise. The Company may, to the
extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and rights to
have the Company pay the expenses incurred in defending any
proceeding in advance of its final disposition, to any
employee or agent of the Company to the fullest extent of
the provisions of this Article VI with respect to the
indemnification and advancement of expenses of directors and
officers of the Company.
Item 7. Exemption from Registration Claimed
The information required by Item 7 is not applicable to this
Registration Statement.
-4-
<PAGE>
Item 8. Exhibits
Exhibit
Number Description
------ -----------
4.1 Articles of Incorporation of the Company, as amended (incorporated
by reference to the Company's Registration Statement on Form 8-A
filed with the Commission on November 18, 1998).
4.2 Amended and Restated Bylaws of the Company the Company (incorporated
by reference to the Company's Current Report on Form 8-K filed with
the Commission on November 9, 1999).
*4.3 The Friede Goldman Halter, Inc. 401(k) Profit Sharing Plan.
5.1 The registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue
Service in a timely manner and has made or will make all changes
required by the Internal Revenue Service in order to qualify the
Plan under Section 40 of the Internal Revenue Code of 1986, as
amended.
23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Ernst & Young LLP.
*23.3 Consent of Grant Thornton (formerly Doane Raymond).
*24.1 Power of Attorney (set forth on the signature page contained in Part
II of this Registration Statement).
- --------------------
* Filed herewith.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)1(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
-5-
<PAGE>
2. That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
3. To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
-6-
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Friede Goldman Halter, Inc. (the "Company") hereby constitutes and
appoints Rick S. Rees and Maureen O. Sullivan, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same, as fully to
all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the 7th day of December 1999.
Signature Title
--------- -----
/s/ J. L. Holloway Chairman of the Board and Chief Executive Officer
_______________________ (Principal Executive Officer)
J. L. Holloway
Vice Chairman of the Board, President,
_______________________ Chief Operating Officer and Director
John Dane, III
/s/ Rick S. Rees Executive Vice President and Chief Financial Officer
_______________________ (Principal Financial and Accounting Officer)
Rick S. Rees
/s/ Alan A. Baker Director
_______________________
Alan A. Baker
/s/ T. Jay Collins Director
_______________________
T. Jay Collins
/s/ Angus R. Cooper, II Director
_______________________
Angus R. Cooper, II
/s/ Barry J. Galt Director
_______________________
Barry J. Galt
/s/ Jerome L. Goldman Director
_______________________
Jerome L. Goldman
-7-
<PAGE>
/s/ Burt H. Keenan Director
_______________________
Burt H. Keenan
/s/ Gary L. Kott Director
_______________________
Gary L. Kott
/s/ Kenneth W. Lewis Director
_______________________
Kenneth W. Lewis
/s/ Raymond E. Mabus Director
_______________________
Raymond E. Mabus
-8-
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
Friede Goldman, Halter Benefits Committee, as the administrator of the Plan, has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Gulfport, State of
Mississippi, on this 7th day of December, 1999.
FRIEDE GOLDMAN HALTER, INC. 401(k) PROFIT SHARING PLAN
By: Friede Goldman Halter Benefits Committee,
as Plan Administrator
/s/ Rick S. Rees
_____________________________________________
Rick S. Rees
As a Member of Friede Goldman Halter Benefits
Committee
-9-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Articles of Incorporation of the Company, as amended (incorporated
by reference to the Company's Registration Statement on Form 8-A
filed with the Commission on November 18, 1998).
4.2 Amended and Restated Bylaws of the Company the Company (incorporated
by reference to the Company's Current Report on Form 8-K filed with
the Commission on November 9, 1999).
*4.3 The Friede Goldman Halter, Inc. 401(k) Profit Sharing Plan.
5.1 The registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue
Service in a timely manner and has made or will make all changes
required by the Internal Revenue Service in order to qualify the
Plan under Section 40 of the Internal Revenue Code of 1986, as
amended.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Ernst & Young LLP.
*23.3 Consent of Grant Thornton (formerly Doane Raymond).
*24.1 Power of Attorney (set forth on the signature page contained in Part
II of this Registration Statement).
- ---------------------
* Filed herewith.
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA
METLIFE DEFINED CONTRIBUTION GROUP PROGRAM
401(k) PLAN ADOPTION AGREEMENT
FOR
HALTER MARINE GROUP, INC. 401(k) PROFIT SHARING PLAN
NON-STANDARDIZED 401(k)
FORM 009
NOVEMBER 29, 1994
(C) Copyright 1994, MetLife Security Insurance Company of Louisiana
All rights reserved.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
TABLE OF CONTENTS
Page
----
PART A - GENERAL INFORMATION................................................. 1
A.1 EMPLOYER INFORMATION................................................ 1
A.2 ADOPTION OR AMENDMENT OF PLAN....................................... 2
A.3 PLAN YEAR........................................................... 3
PART B - ELIGIBILITY, SERVICE AND ENTRY DATES................................ 4
B.1 ELIGIBILITY......................................................... 4
B.2 SERVICE RULES....................................................... 5
B.3 ENTRY DATES......................................................... 8
PART C - CONTRIBUTIONS....................................................... 9
C.1 PARTICIPANT SAVINGS CONTRIBUTIONS................................... 9
C.2 EMPLOYER MATCHING CONTRIBUTIONS..................................... 11
C.3 EMPLOYER PROFIT SHARING CONTRIBUTIONS............................... 16
C.4 PLAN COMPENSATION................................................... 19
C.5 FORFEITURES......................................................... 22
C.6 QUALIFIED MATCHING AND NON-ELECTIVE CONTRIBUTIONS................... 23
C.7 EMPLOYER SECURITIES................................................. 23
C.8 INVESTMENT DIRECTION................................................ 23
PART D - VESTING, LOANS, WITHDRAWALS AND RETIREMENT DATES.................... 24
D.1 VESTING............................................................. 24
D.2 LOANS............................................................... 27
D.3 IN-SERVICE WITHDRAWALS.............................................. 31
D.4 RETIREMENT DATES
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
i
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
D.5 PLAN DISTRIBUTIONS.................................................. 31
PART E - MISCELLANEOUS....................................................... 33
E.1 PLAN ADMINISTRATOR.................................................. 33
E.2 AMENDMENT PROCEDURES................................................ 34
E.3 ADMINISTRATIVE MATTERS.............................................. 34
E.4 TOP-HEAVY STATUS.................................................... 35
E.5 PRESENT VALUE....................................................... 35
E.6 RESPONSIBILITIES OF EMPLOYER........................................ 36
E.7 TRUST AGREEMENT..................................................... 36
E.8 IRS OPINION LETTER; OTHER PLANS..................................... 36
PART F - SIGNATURES.......................................................... 38
F.1 EMPLOYER SIGNATURE.................................................. 38
F.2 ADOPTION BY RELATED EMPLOYERS....................................... 38
APPENDIX A................................................................... 45
FUNDING VEHICLES............................................................. 45
1. PROGRAM FUNDING VEHICLES............................................ 45
2. OUTSIDE FUNDING VEHICLES............................................ 45
APPENDIX B................................................................... 2
(1) CHANGES IN PARTICIPANTS' 401(k) OR AFTER-TAX SAVINGS
CONTRIBUTIONS ELECTIONS............................................. 2
(2) DISCONTINUANCE OF 401(k) AND/OR AFTER-TAX SAVINGS CONTRIBUTIONS..... 2
(3) TRANSFERS........................................................... 4
(4) CHANGE IN INVESTMENT OF FUTURE CONTRIBUTIONS........................ 5
(5) PAYROLL DATES....................................................... 6
(6) IN-SERVICE WITHDRAWALS.............................................. 6
(7) WITHDRAWALS BY TERMINATED PARTICIPANTS.............................. 8
(8) AUTOMATIC JOINT AND SURVIVOR ANNUITY................................ 8
(9) RECORDKEEPING EXPENSES.............................................. 9
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
ii
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(10) 404(c) COMPLIANCE.................................................. 10
(11) EMPLOYER STATUS.................................................... 10
(12) WITHDRAWAL SEQUENCE................................................ 10
(13) PRIOR PLAN CONTRIBUTIONS........................................... 12
APPENDIX C................................................................... 15
APPENDIX D................................................................... 19
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
iii
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
By signing this Adoption Agreement, the Employer is adopting or amending a
401(k) Plan for the benefit of its eligible employees. The terms of the
Employer's Plan are contained in the METLIFE SECURITY INSURANCE COMPANY OF
LOUISIANA/METLIFE DEFINED CONTRIBUTION GROUP PROGRAM Defined Contribution Basic
Plan Document and in this Adoption Agreement.
The name of this plan is the Halter Marine Group, Inc. 401(k) Profit Sharing
Plan
PART A - GENERAL INFORMATION
A.1 EMPLOYER INFORMATION
Name of Employer: Halter Marine Group, Inc.
-------------------------------------------------
Address: 13085 Seaway Rd.
----------------------------------------------------------
Gulfport, MS 39505
----------------------------------------------------------
Type of business entity: [_] Sole Proprietorship [_] Partnership
[X] Corporation [_] S Corporation
[_] Other (specify)
-----------------------
Employer tax identification number: 75-2656828
--------------------------------
Last day of Employer's taxable year: 3/31
-------------------------------
Name and telephone number
of contact person: Cliff Cooley (228) 897-4898
-------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
1
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
A.2 ADOPTION OR AMENDMENT OF PLAN
By signing this Adoption Agreement the Employer
[_] adopts a new Plan.
[_] amends and restates the following Plan which is not an earlier
METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA/METLIFE DEFINED
CONTRIBUTION GROUP PROGRAM Adoption Agreement (INSERT NAME AND
EFFECTIVE DATE OF PRIOR PLAN):
----------------------------------------------------------------
----------------------------------------------------------------
[X] amends and restates an earlier METLIFE SECURITY INSURANCE COMPANY
OF LOUISIANA/METLIFE DEFINED CONTRIBUTION GROUP PROGRAM Adoption
Agreement for this 401(k) Plan.
The effective date of this (Check one) [ ] plan or [X] amendment is:
October 1, 1999 (Cannot be earlier than the first day of the Plan year in
which the Employer signs this Adoption Agreement, except as provided in the
following sentence).
If this is an amendment of a plan or an amendment and restatement of an
earlier METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA/METLIFE DEFINED
CONTRIBUTION GROUP PROGRAM adoption agreement, and such amendment is
adopted no later than the last day of the Plan Year beginning on or after
January 1, 1994, sections marked by an asterisk (*) will be effective as of
the first day of the Plan year beginning after December 31, 1992.
NOTE: PARTICIPANT SAVINGS CONTRIBUTIONS MAY NOT BEGIN PRIOR TO THE DATE
THIS PLAN IS ADOPTED.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
2
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
A.3 PLAN YEAR
Plan year will mean:
[_] the 12-consecutive month period which coincides with the
limitation year.
[X] the 12-consecutive month period commencing on April 1
(Insert date) and each anniversary thereof.
The limitation year is the calendar year unless another 12-month period is
selected below:
[_] the limitation year will be from _____________ to _____________.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
3
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
PART B - ELIGIBILITY, SERVICE AND ENTRY DATES
B.1 ELIGIBILITY
Specify any service and/or age requirements for eligibility below.
WAIVER OF REQUIREMENTS FOR NEW OR AMENDED PLAN.
[X] Not Applicable.
[_] Each employee employed on the effective date is automatically
eligible to participate. Employees hired after the effective
date are eligible upon satisfying any service and/or age
requirements specified below.
[_] Each employee employed on the amendment date is automatically
eligible to participate. Employees hired after the amendment
date are eligible upon satisfying any service and/or age
requirements specified below.
*[_] The service and/or age requirements specified below are waived
in the following enrollment periods conducted during each Plan
Year:
SERVICE.
An employee must fulfill the following service requirement to become a
participant:
Minimum service __ months. (Not more than 12 months.)
90 days.
--
IF THE YEAR(S) OF SERVICE SELECTED IS OR INCLUDES A FRACTIONAL YEAR, AN
EMPLOYEE WILL NOT BE REQUIRED TO COMPLETE ANY SPECIFIED NUMBER OF HOURS OF
SERVICE TO RECEIVE CREDIT FOR SUCH FRACTIONAL YEAR.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
4
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
AGE.
An employee must fulfill the following age requirement to become a
participant:
Minimum age 18. (Not greater than 21.)
--
CLASS EXCLUSIONS. The following classes of employees are not eligible to
participate (this may include employees of a related employer):
leased employees
highly compensated employees and, effective April 1, 1998, any employee who
would be a highly compensated employee if such employee's compensation
included such employee's elective deferrals to any non-qualified deferred
compensation plan maintained by the Employer.
B.2 SERVICE RULES
(a) Select one of the methods of measuring service below.
[X] ELAPSED TIME METHOD. An employee's service will be determined
using the elapsed time method.
[_] HOURS OF SERVICE METHOD. An employee's service will be
determined by counting hours of service.
The employee must complete __ hours of service during a computation
period to be credited with a year of service. (INSERT NUMBER; CANNOT
EXCEED 1,000.)
Hours of Service. An employee is credited with his actual hours of
service. However, if the Employer checks one of the following boxes, an
employee is credited with the number of hours specified:
[_] 10 hours per day
[_] 45 hours per week
[_] 95 hours per half month
[_] 190 hours per month
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
5
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(b) COMPUTATION PERIODS.
For eligibility and vesting purposes, computation periods are used to
measure an employee's years of service.
[_] If checked, these rules apply:
(i) For eligibility purposes, an employee's computation
periods are his first employment year, the first plan
year beginning within his first employment year, and
subsequent plan years.
(ii) For all other purposes, an employee's computation
periods are plan years.
[_] If checked, computation periods are an employee's
employment years.
(c) PREDECESSOR EMPLOYERS.
Service with predecessor employers will only be treated as service with
the Employer if such predecessor employers are listed below:
Trinity Marine Group
------------------------------------------------------------
Am Clyde Engineered Products, Inc.
------------------------------------------------------------
(d) RELATED EMPLOYERS.
Years of service with the entities related to the employer in the
manner described in Code (S) 414(b), (c), (m), or (o) shall include
years before such entities were so related only if such entities are
listed below:
Halter Lockport - Halter Marine, Inc.
------------------------------------------------------------
Equitable Shipyards, L.L.C.
------------------------------------------------------------
Halter Gulf Repair, Inc.
------------------------------------------------------------
Gretna Machine and Iron Works - Halter Marine, Inc.
------------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
6
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
Halter Port Bienville
------------------------------------------------------------
Trinity Yachts, Inc.
------------------------------------------------------------
Halter Marine Gulfport, Inc.
------------------------------------------------------------
Halter Marine Group, Inc.
------------------------------------------------------------
Moss Point Marine - Halter Marine, Inc.
------------------------------------------------------------
Halter Moss Point - Halter Marine, Inc.
------------------------------------------------------------
Halter Marine Pascagoula, Inc.
------------------------------------------------------------
Halter Marine Panama City, Inc.
------------------------------------------------------------
Halter Marine, Inc.
------------------------------------------------------------
Fritz Culver, Inc
------------------------------------------------------------
Utility Steel Fabrication, Inc.
------------------------------------------------------------
McElroy Machine & Mfg., Inc.
------------------------------------------------------------
TDI-Halter, L.P.
------------------------------------------------------------
Halter Calcasieu, L.L.C.
------------------------------------------------------------
Bludworth Bond Shipyard, Inc.
------------------------------------------------------------
TDI - Orange L.P.
------------------------------------------------------------
Halter Engineered Products Group, Inc.
------------------------------------------------------------
Marine Cleaning, L.L.C.
------------------------------------------------------------
TDI International, Inc.
------------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
7
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
B.3 ENTRY DATES
[_] If checked, the effective or amendment date of the Plan is also
an entry date.
Indicate the plan's entry dates:
[_] MONTHLY ENTRY DATES. The first day of each month is an entry date.
[X] QUARTERLY ENTRY DATES. The first day of each of the first,
fourth, seventh and tenth months of the plan year is an entry date.
[_] SEMI-ANNUAL ENTRY DATES. The first day of each of the first and
seventh months of the plan year is an entry date.
ENTRY DATE FOR SAVINGS CONTRIBUTIONS.
An employee may elect to start making savings contributions on any entry
date on or after the date he satisfies any minimum age and service
requirements.
ENTRY DATE FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS.
Each employee will become a participant for purposes of any Employer profit
sharing contributions on the entry date when he first satisfies any minimum
age and service requirements.
OPTION FOR INITIAL ENTRY.
[_] If checked, the requirement that an employee must wait until the
entry date after his completion of any age or service
requirements is waived for initial entry. Therefore,
. SAVINGS CONTRIBUTIONS. An employee may elect to start making
savings contributions on the date he satisfies any minimum
age and service requirements, or on any subsequent entry date.
. EMPLOYER PROFIT SHARING CONTRIBUTIONS. An employee will become a
participant on the date he satisfies any minimum age and service
requirements.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
8
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
PART C - CONTRIBUTIONS
C.1 PARTICIPANT SAVINGS CONTRIBUTIONS
TYPES OF PARTICIPANT SAVINGS CONTRIBUTIONS; MINIMUM CONTRIBUTIONS.
[_] Not Applicable.
Eligible employees may make savings contributions as follows:
(IN NO EVENT MAY THE MINIMUM CONTRIBUTION EXCEED 3% OF PLAN COMPENSATION.)
[X] 401(k) savings contributions with a minimum contribution of 2%
of plan compensation.
[_] After-tax savings contributions with a minimum contribution of
__% of plan compensation.
[_] 401(k) savings contributions and after-tax savings contributions,
at the election of the participant, with an overall minimum
contribution not to exceed __% of plan compensation.
OPTIONAL PARTICIPANT SAVINGS CONTRIBUTIONS FROM BONUS PAYMENTS.
*A participant may also make [X] 401(k) savings contributions and/or [_]
after-tax savings contributions from a bonus payment, subject to the
following limits:
[_] Not Applicable.
[_] A flat dollar amount not to exceed $_______;
[X] A percentage of the bonus amount not to exceed 15%.
--
[_] The lesser of $________ or ___% of the participant's bonus
amount.
[_] The greater of $________ or ___% of the participant's bonus
amount.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
9
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
LIMITATIONS ON AMOUNT OF PARTICIPANT SAVINGS CONTRIBUTIONS.
Except as otherwise required by applicable law, an employee's savings
contributions in a Plan year will be limited to the following percentages
of the employee's Plan Compensation for the year:
[_] Not Applicable.
[X] 401(k) savings contributions: 15% of Plan Compensation.
--
*[_] After-tax savings contributions: ___% of Plan Compensation.
*[_] Overall limit on 401(k) and after-tax savings contributions:
___% of Plan Compensation.
OPTION TO SUBSTITUTE AFTER-TAX CONTRIBUTIONS FOR 401(K) CONTRIBUTIONS.
[_] *If checked, any participant whose 401(k) savings contributions
are suspended by the $ 7,000 (as adjusted) limit may elect to
substitute after-tax savings contributions for 401(k) savings
contributions for the remainder of the plan year. (This box may
only be checked if the plan permits both 401(k) savings
contributions and after-tax savings contributions).
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
10
<PAGE>
C.2 EMPLOYER MATCHING CONTRIBUTIONS
[_] Not Applicable.
[X] The Employer will make matching contributions in accordance with
the following provisions.
AMOUNT.
Check and complete one of the following:
[_] MATCHING CONTRIBUTION FORMULA. The Employer will make a matching
contribution equal to __ cents for each one dollar of a
participant's matchable savings contributions. However, the
Employer will not make matching contributions on a participant's
savings contributions above ___% of the participant's plan
compensation to a maximum of $_________.
[_] The Employer will make a matching contribution equal to the
following formula, specified in the blanks below.
Matching Contribution For each one dollar
(insert desired amount of of a Participant's
Employer's matching Savings Contributions
contribution) up to
_________________________ _____________________
_________________________c _____________________%
_________________________c _____________________%
_________________________c _____________________%
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
11
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
[_] The Employer will make a matching contribution equal to the
following formula specified in the blanks below:
Matching Contribution for each For a Participant's
one dollar of the Participant's [_] Plan Compensation
matchable savings contributions equal to
(insert desired amount of [_] Contribution
Employer's matching contribution) equal to
--------------------------------- ---------------------
_____________________________c $____________________
_____________________________c $____________________
_____________________________c $____________________
_____________________________c $____________________
_____________________________c $____________________
DISCRETIONARY SUPPLEMENTARY MATCHING CONTRIBUTIONS.
[X] If checked, in any Plan year, the Employer in its discretion may
make a supplemental matching contribution in addition to the
matching amount elected ABOVE.
[X] *DISCRETIONARY MATCHING CONTRIBUTION. The Employer may make
matching contributions in an amount determined each Plan year on
behalf of each participant who makes matchable savings
contributions. Discretionary matching contributions will be
allocated in accordance with any one of the methods specified in
the Plan.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
12
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
MATCHABLE SAVINGS.
The Employer will make a matching contribution on the following participant
savings contributions: (Check one or both)
[X] 401(k) savings contributions.
[_] After-tax savings contributions.
*For purposes of determining matchable savings contributions, 401(k)
savings contributions and/or after-tax savings contributions shall include
all such contributions from whatever source collected, except the
following:
[_] 401(k) savings contributions and/or after-tax savings
contributions derived from payroll deductions.
[_] 401(k) savings contributions and/or after-tax savings
contributions derived from bonus payments.
[_] 401(k) savings contributions derived from other arrangements,
including cafeteria plans.
*REGULAR MATCHING CONTRIBUTION PERIODS. With respect to matching
contributions determined under a Matching Contribution formula or that are
Discretionary Matching Contributions, the Employer will make such a
matching contribution for each matching period. The matching period will be
the following:
[_] Plan Year. [_] Quarterly.
[_] Pay Period. [_] Semi-annually. [X] Monthly.
DISCRETIONARY SUPPLEMENTARY MATCHING CONTRIBUTION PERIODS. The Employer
will make a discretionary supplementary matching contribution for each
matching period. The matching period will be the following:
[_] Plan Year. [X] Quarterly.
[_] Pay Period. [_] Semi-annually. [_] Monthly.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
13
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
*OPTIONAL EMPLOYMENT REQUIREMENT. A participant must satisfy the following
requirements as of the end of each matching period in order to be eligible
to receive matching contributions that are determined under a Matching
Contribution formula or that are Discretionary Matching Contributions:
[_] A participant must be employed by the Employer on the last day
of the regular matching contribution period to share in the
allocation of Employer matching contributions for such period.
[_] A participant must have completed at least __ hours of
service (cannot exceed 1,000) during the Plan year to share in
the allocation of matching contributions for the Plan year. (CAN
ONLY BE ELECTED IF THE REGULAR MATCHING CONTRIBUTION PERIOD IS
THE PLAN YEAR).
[_] A participant must be employed by the Employer on the last day
of the Plan year and must have completed at least -- hours of
service (cannot exceed 1,000) to share in the allocation of
matching contributions for the Plan year. (CAN ONLY BE ELECTED
IF THE REGULAR MATCHING CONTRIBUTION PERIOD IS THE PLAN YEAR).
EXCEPTION. A PARTICIPANT WHOSE EMPLOYMENT WITH THE EMPLOYER ENDS BECAUSE OF
HIS RETIREMENT, DISABILITY, OR DEATH DURING THE REGULAR MATCHING
CONTRIBUTION PERIOD IS NOT REQUIRED TO FULFILL THE FOREGOING EMPLOYMENT
REQUIREMENT TO SHARE IN THE ALLOCATION OF MATCHING CONTRIBUTIONS FOR THE
REGULAR MATCHING CONTRIBUTION PERIOD.
[X] A participant who was employed at any point during the regular
matching contribution period is entitled to share in the
allocation of matching contributions for the regular matching
contribution period.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
14
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
OPTIONAL EMPLOYMENT REQUIREMENT FOR DISCRETIONARY SUPPLEMENTARY MATCHING
CONTRIBUTIONS.
[X] A participant must be employed by the Employer on the last day of
the discretionary supplementary matching contribution period to
share in the allocation of discretionary supplementary matching
contributions for such period.
[_] A participant must have completed at least __ hours of service
(cannot exceed 1,000) during the Plan year to share in the
allocation of discretionary supplementary matching contributions
for the Plan year. (CAN ONLY BE ELECTED IF THE DISCRETIONARY
SUPPLEMENTARY MATCHING CONTRIBUTION PERIOD IS THE PLAN YEAR).
[_] A participant must be employed by the Employer on the last day of
the Plan year and must have completed at least __ hours of service
(cannot exceed 1,000) to share in the allocation of discretionary
supplementary matching contributions for the Plan year. (CAN ONLY
BE ELECTED IF THE DISCRETIONARY SUPPLEMENTARY MATCHING CONTRIBUTION
PERIOD IS THE PLAN YEAR).
EXCEPTION. A PARTICIPANT WHOSE EMPLOYMENT WITH THE EMPLOYER ENDS BECAUSE OF
HIS RETIREMENT, DISABILITY, OR DEATH DURING THE DISCRETIONARY SUPPLEMENTARY
MATCHING CONTRIBUTION PERIOD IS NOT REQUIRED TO FULFILL THE FOREGOING
EMPLOYMENT REQUIREMENT TO SHARE IN THE ALLOCATION OF DISCRETIONARY
SUPPLEMENTARY MATCHING CONTRIBUTIONS FOR THE DISCRETIONARY SUPPLEMENTARY
MATCHING CONTRIBUTION PERIOD.
[_] A participant who was employed at any point during a
discretionary supplementary matching contribution period is
entitled to share in the allocation of discretionary
supplementary matching contributions for the discretionary
supplementary matching contribution period.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
15
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
C.3 EMPLOYER PROFIT SHARING CONTRIBUTIONS
CONTRIBUTION
[X] Not Applicable.
[_] For each plan year the employer will contribute an amount (if any)
the employer determines either in its discretion or by a specific
formula as elected by filling out the boxes below. Such employer
contributions are called profit-sharing contributions even though
the employer is not required to have current profits or accumulated
earnings to make such a contribution.
[_] DISCRETIONARY CONTRIBUTION FORMULA. For each plan year the employer
will contribute such amount (if any) as the employer determines in
its discretion.
[_] PERCENTAGE CONTRIBUTION FORMULA. For each plan year the employer
will contribute ___% of a participant's plan compensation.
[_] *UNIT CONTRIBUTION FORMULA. For each plan year, the employer will
contribute and allocate $________ per (CHECK APPLICABLE BOX) [_]
hour, [_] week, or [_] month for each eligible employee.
[_] *MINIMUM CONTRIBUTION FORMULA. If the employer makes a profit-
sharing contribution for the plan year, the employer will
contribute and allocate: (CHECK ONE) [_] a minimum flat dollar
amount of $_______; or [_] a minimum percentage of % of each
participant's plan compensation for each participant who is
entitled to share in the allocation of profit sharing contributions
for such plan year.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
16
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
CONTRIBUTION PERIOD. The Employer will make a profit-sharing contribution
for each contribution period. The contribution period will be the
following:
[_] Plan Year.
[_] Pay Period.
[_] Monthly.
[_] Quarterly.
[_] Semi-annually.
ALLOCATION
Employer profit sharing contributions will be allocated in accordance with
the box checked below.
[_] NON-INTEGRATED ALLOCATION FORMULA. Employer profit sharing
contributions for a plan year are allocated under the non-
integrated formula described in the plan document.
[_] INTEGRATED ALLOCATION FORMULA. Employer profit sharing
contributions for a plan year are allocated under the integrated
formula described in the plan document.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
17
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
EMPLOYMENT REQUIREMENT FOR AN ALLOCATION.
[_] Not Applicable.
[_] A participant who was employed at any point during the
contribution period is entitled to share in the allocation of
profit sharing contributions for such period.
(Check one or both of the following)
[_] A participant must be employed by the Employer on the last day
of the contribution period to share in the allocation of profit
sharing contributions for such period.
[_] A participant must have completed ___ hours of service (cannot
exceed 1,000) with the employer during the plan year to share in
the allocation of profit sharing contributions for such plan
year. (Can only be elected if the contribution period is the
Plan year).
EXCEPTION. A PARTICIPANT WHOSE EMPLOYMENT WITH THE EMPLOYER ENDS BECAUSE OF
HIS RETIREMENT, DISABILITY OR DEATH DURING THE PLAN YEAR IS NOT REQUIRED TO
FULFILL THE FOREGOING EMPLOYMENT REQUIREMENT TO SHARE IN THE ALLOCATION OF
PROFIT SHARING CONTRIBUTIONS FOR SUCH PLAN YEAR.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
18
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
C.4 PLAN COMPENSATION
(a) IN GENERAL. For all purposes, a participant's plan compensation means
all amounts included in the definition of compensation checked below,
which are paid to him by the employer, except as modified in (b), (c)
and/or (d). However, plan compensation may not exceed $200,000, as
adjusted for cost-of-living increases (for Plan Years beginning after
December 31, 1988 and before January 1, 1994) or $150,000, as adjusted
for cost-of-living increases in accordance with Section 401(a)(17)(B)
of the Code (for Plan Years beginning after December 31, 1993).
[X] Wages, Tips and Other Compensation as reported on Form W-2.
[_] Compensation will mean 3401(a) wages.
[_] Compensation will mean 415 safe harbor compensation.
PARTICIPANT STATUS. Unless checked below, plan compensation shall be
limited to the period in which an employee is eligible to participate
in the plan.
[_] For purposes of determining a participant's allocation of
the employer profit sharing contribution for the plan year,
plan compensation shall be considered whether or not an
employee is eligible to participate.
[_] For purposes of applying the ACP/ADP tests, plan
compensation shall be considered whether or not an employee
is eligible to participate.
DETERMINATION PERIOD. Unless checked below, plan compensation shall be
based on compensation paid to the participant during the plan year.
[_] Plan compensation shall be based on compensation which is
actually paid to the participant during the calendar year
ending with or within the plan year.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
19
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
FOR EMPLOYEES WHOSE DATE OF HIRE IS LESS THAN 12 MONTHS BEFORE THE END
OF THE 12-MONTH PERIOD DESIGNATED, PLAN COMPENSATION WILL BE DETERMINED
OVER THE PLAN YEAR.
(b) EXCLUSIONS. If checked below, a participant's plan compensation
excludes the following checked items:
NOTE: THE EXCLUSION OF BONUSES, COMMISSIONS, OVERTIME AND/OR OTHER
ITEMS MAY NOT BE PERMITTED IF SUCH EXCLUSION(S) WOULD RESULT IN USING
BY MORE THAN A DE MINIMIS AMOUNT A HIGHER PERCENTAGE OF TOTAL
COMPENSATION FOR HIGHLY COMPENSATED EMPLOYEES THAN FOR NON-HIGHLY
COMPENSATED EMPLOYEES. ALSO, DO NOT EXCLUDE ANY ITEMS (OTHER THAN A
DOLLAR CAP WHICH IS ABOVE THE SOCIAL SECURITY WAGE BASE IN EFFECT FOR
THAT YEAR) IF YOU ELECTED PROFIT SHARING CONTRIBUTIONS WITH AN
INTEGRATED ALLOCATION FORMULA.
[_] bonuses
[_] commissions
[_] overtime
[_] compensation in excess of $______ for any plan year
(INSERT DESIRED AMOUNT; CANNOT EXCEED $150,000 AS ADJUSTED
FOR COST-OF-LIVING INCREASES.)
[_] other items (SPECIFY):______________________________________
____________________________________________________________
(c) ELECTIVE DEFERRALS. Except for purposes of determining the amount of a
participant's savings contributions and their related employer matching
contributions, plan compensation
[X] shall include
[_] shall NOT include
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
20
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
employer contributions made pursuant to a salary reduction agreement or
other arrangement which are not includible in gross income of the
employee under Code sections 125, 402(e)(3), 402(h) or 403(b).
(d) SAFE HARBOR EXCLUSIONS
[X] Compensation will be reduced by the following items (whether
or not includable in gross income): reimbursements or other
expense allowances, fringe benefits (cash and noncash), moving
expenses, and, except for amounts included under (c) above,
deferred compensation and welfare benefits.
[_] Compensation will NOT be reduced by the following items
(whether or not includable in gross income): reimbursements or
other expense allowances, fringe benefits (cash and noncash),
moving expenses, deferred compensation, and welfare benefits.
NOTE: THE EXCLUSION OF THE ITEMS IN (d) DESCRIBED ABOVE AUTOMATICALLY
SATISFIES THE NONDISCRIMINATORY DEFINITION OF COMPENSATION REQUIREMENT
WITHOUT FURTHER TESTING. IF YOU WANT TO AVOID THE NEED FOR TESTING THE
DEFINITION OF COMPENSATION FOR DISCRIMINATION, YOU MUST CHECK ONE OF THE
DEFINITIONS IN (a), MAKE ONE OF THE SELECTIONS IN (c) AND ONE OF THE
SELECTIONS IN (d). DO NOT SELECT (b) IF YOU DO NOT WANT TO TEST YOUR
DEFINITION OF COMPENSATION FOR DISCRIMINATION!
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
21
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
C.5 FORFEITURES
Indicate the method for disposing of forfeitures.
[_] Not Applicable.
[_] *EXPENSE REDUCTION. If checked, any forfeitures arising during a
plan year will first be applied to reduce administrative expenses
properly payable by the plan and will then be applied in accordance
with the election made below.
[X] CONTRIBUTION REDUCTION. Any forfeitures occurring during a plan
year will be used first to reduce the amount the employer must
contribute for the matching contribution. Any remaining forfeitures
will be allocated as an additional employer profit sharing
contribution, if the employer elected such contributions in C.3
above. If the employer did not elect profit sharing contributions,
any remaining forfeitures will be allocated as a non-integrated
profit sharing contribution.
[_] REALLOCATION. Any forfeitures occurring during a plan year will be
allocated as an additional employer profit sharing contribution, if
the employer elected such contributions in C.3 above. If the
employer did not elect profit sharing contributions, any
forfeitures occurring during a plan year will be allocated as a
non-integrated profit sharing contribution.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
22
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
C.6 QUALIFIED MATCHING AND NON-ELECTIVE CONTRIBUTIONS
Qualified Matching Contributions will be taken into account as Elective
Deferrals for purposes of calculating the Actual Deferral Percentages to
the lower paid group to the extent needed to satisfy the ADP test.
Qualified Non-elective Contributions will be taken into account as Elective
Deferrals for purposes of calculating the Actual Deferral Percentages to
the lower paid group to the extent needed to satisfy the ADP test and/or
will be taken into account as employer matching contributions for purposes
of calculating the Actual Contribution Percentages to the lower paid group
to the extent needed to satisfy the ACP test.
C.7 EMPLOYER SECURITIES.
[_] Not Applicable.
[X] The employer will permit investment in qualifying employer
securities up to 100% of Plan assets.
*C.8 INVESTMENT DIRECTION
Unless checked below, participants will exercise investment direction over
100% of the assets in all of the accounts under the plan.
[_] The employer will exercise investment direction over the
following accounts: (INDICATE PERCENTAGE AND ACCOUNT)
--------------------------------------------------------
--------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
23
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
PART D - VESTING, LOANS, WITHDRAWALS AND RETIREMENT DATES
D.1 VESTING
100% VESTING IN SAVINGS CONTRIBUTIONS.
Participants are 100% vested at all times in their savings contributions
account (401(k) savings contributions and/or after-tax savings
contributions).
VESTING IN EMPLOYER MATCHING CONTRIBUTIONS.
Participants are vested in employer matching contributions (if any) on
their behalf in accordance with Option 3 below.
(INSERT 1, 2, OR 3; IF LEFT BLANK, OPTION 1 - FULL VESTING WILL APPLY).
VESTING IN EMPLOYER PROFIT SHARING CONTRIBUTIONS.
Participants are vested in employer profit sharing contributions (if any)
on their behalf in accordance with Option __ below.
(INSERT 1, 2, OR 3; IF LEFT BLANK, OPTION 1 - FULL VESTING WILL APPLY).
If different vesting options are chosen for Employer matching contributions
and Employer profit sharing contributions, then one of the options must be
Option 1.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
24
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
VESTING OPTIONS.
The following vesting options are available:
OPTION 1 - FULL VESTING. Participants are 100% vested at all times.
OPTION 2 - CLIFF VESTING. Participants are 100% vested after completing
___ years of service (Insert number; cannot be greater than 5). For
top-heavy plan years, 3 year cliff vesting applies if more favorable
than the elected schedule.
OPTION 3 - GRADED VESTING. Participants are vested in accordance with
the following vesting schedule. (A participant's vested percentage is
the percentage in column (2) or the percentage in column (3), whichever
is greater. Spaces left blank are treated as zeros). For top-heavy plan
years, the schedule in column (3), accelerated by one year, applies if
more favorable than the elected schedule.
(1) (2) (3)
Minimum
Years Vested Required
of Service Percentage Percentage
Less than 1 0% 0%
At least 1 25% 0%
At least 2 50% 0%
At least 3 75% 20%
At least 4 100% 40%
At least 5 100% 60%
At least 6 100% 80%
At least 7 100% 100%
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
25
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
YEARS OF SERVICE EXCLUDED IN DETERMINING VESTED PERCENTAGES.
[X] Not Applicable.
(CHECK ONE, BOTH, OR NONE.)
[_] Years completed before the effective date of this plan (or a
predecessor plan).
[_] Years completed before the participant's ____ birthday (insert
birthday not greater than 18th).
D.2 LOANS
[_] Loans to participants from the plan are NOT permitted.
[X] Loans to participants from the plan are permitted.
*[X] Employees who have made rollover contributions to the
Plan but have not yet satisfied the Plan's eligibility
requirements may take loans from their rollover
contributions accounts.
[_] Employees who have made rollover contributions to the
Plan but have not yet satisfied the Plan's eligibility
requirements may not take loans from their rollover
contributions accounts.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
26
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
D.3 IN-SERVICE WITHDRAWALS
The following provisions will govern the availability of in-service
withdrawals from a participant's accounts. See Article 12 of the plan
document for additional details, including definitions and limitations.
(a) 401(k) SAVINGS CONTRIBUTIONS.
[_] *A participant may NOT make in-service withdrawals of 401(k)
savings contributions.
[X] A participant may make an in-service withdrawal of 401(k)
savings contributions for a financial hardship. ANY SUCH
WITHDRAWAL IS SUBJECT TO A 12-MONTH SUSPENSION OF 401(k)
CONTRIBUTIONS AND AFTER-TAX CONTRIBUTIONS (IF APPLICABLE).
[X] The suspension of 401(k) savings contributions and
after-tax savings contributions will NOT apply to
withdrawals made after a participant attains age 59 1/2.
[_] The suspension of 401(k) savings contributions and
after-tax savings contributions applies to withdrawals made
after a participant attains age 59 1/2.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
27
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(b) AFTER-TAX SAVINGS CONTRIBUTIONS.
[_] *A participant may NOT make withdrawals from after-tax
savings contributions.
[_] A participant may make withdrawals from after-tax savings
contributions for any reason.
[_] If checked, a participant who makes withdrawals of after-tax
savings contributions may not make 401(k) savings contributions
and after-tax savings contributions for a period of ___ months
(INSERT NUMBER, CANNOT EXCEED 12).
*[_] The suspension of 401(k) savings contributions and after-
tax savings contributions will NOT apply to withdrawals
made after a participant attains age 59 1/2.
*[_] The suspension of 401(k) savings contributions and after-
tax savings contributions applies to withdrawals made
after a participant attains age 59 1/2.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
28
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(c) EMPLOYER MATCHING CONTRIBUTIONS.
[X] A participant may NOT make withdrawals from employer
matching contributions.
[_] A participant may make withdrawals from employer matching
contributions for a FINANCIAL HARDSHIP ONLY.
[_] A participant may make withdrawals from employer matching
contributions for ANY REASON.
[_] A participant who makes withdrawals from employer matching
contributions may not make 401(k) savings contributions and after-
tax savings contributions for a period of __ months (insert number,
cannot exceed 12).
*[_] The suspension of 401(k) savings contributions and
after-tax savings contributions will not apply to
withdrawals made after a participant attains age 59 1/2.
*[_] The suspension of 401(k) savings contributions and
after-tax savings contributions applies to withdrawals made
after a participant attains age 59 1/2.
(d) EMPLOYER PROFIT SHARING CONTRIBUTIONS.
[X] A participant may NOT make withdrawals from employer profit
sharing contributions.
[_] A participant may make withdrawals from employer profit
sharing contributions for FINANCIAL HARDSHIP only.
[_] A participant may make withdrawals from employer profit
sharing contributions for ANY REASON.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
29
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(e) ROLLOVER CONTRIBUTIONS.
[_] *A participant may NOT make withdrawals from rollover
contributions.
[X] *A participant may make withdrawals from rollover
contributions for any reason.
[X] *Employees who have made rollover contributions to the
Plan but have not yet satisfied the Plan's eligibility
requirements may make withdrawals from their rollover
contributions accounts.
[_] *Employees who have made rollover contributions to the
Plan but have not yet satisfied the Plan's eligibility
requirements may NOT make withdrawals from their rollover
contributions accounts.
(f) WITHDRAWALS ON AND AFTER AGE 59 1/2 FOR ANY REASON.
[_] *(Withdrawals will continue only for the same reasons as
indicated in subsections (a), (b), (c), (d), or (e).
[X] Notwithstanding subsections (a) [X], (b) [ ], (c) [X], (d)
[_], and/or (e) [_], upon attaining age 59 1/2, participants
may make withdrawals from their accounts FOR ANY REASON (up to
the vested percentage of each such account).
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
30
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
D.4 RETIREMENT DATES
NORMAL RETIREMENT.
A participant will be fully vested and may retire upon reaching age 65
(CANNOT EXCEED 65).
DISABILITY RETIREMENT.
A participant will be fully vested and may retire before normal retirement
upon becoming disabled.
EARLY RETIREMENT.
[_] Not Allowed.
[X] A participant will be fully vested and may retire prior to normal
retirement upon reaching age 55 or, if later, completing 4
years of service.
D.5 PLAN DISTRIBUTIONS
*CASH-OUT OF ACCOUNT BALANCE. If a Participant's total account balance does
not exceed $ 3,500, then upon termination of employment, retirement
following normal or early retirement date, or the occurrence of a
disability retirement, the Employer
[X] Will distribute the Participant's account balance as soon as
practicable in the form of a single sum.
[_] Will delay distribution of the Participant's account balance
until the Participant requests (or is required to begin to
receive) a distribution under the Plan.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
31
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
*CONDITIONS ON DISTRIBUTIONS PAYABLE TO HIGHLY COMPENSATED EMPLOYEES.
[X] No Restriction.
[_] No distribution in the form of a single sum may be made
following termination of employment prior to early or normal
retirement date with respect to a participant who is or was a
highly compensated employee, unless such participant executes a
covenant not to compete in a form acceptable to the employer.
THIS BOX MAY NOT BE CHECKED UNLESS THIS PLAN IS NEWLY ADOPTED OR,
IF AN AMENDED PLAN, THE DISTRIBUTION OF ACCOUNT BALANCES IN THE
FORM OF A SINGLE SUM UPON TERMINATION OF EMPLOYMENT BEFORE NORMAL
OR EARLY RETIREMENT AGE WAS NOT PERMITTED.
WITHDRAWALS TO TERMINATING PARTICIPANTS.
[X] Not Allowed.
[_] Any participant who has terminated employment with the employer
and has not attained the plan's Required Beginning Date may make
withdrawals of all or any portion of his vested account balance.
*DISTRIBUTIONS TO MISSING PERSONS. If the Plan Administrator is unable to
locate any person to whom an account balance under this plan is required to
be distributed under the plan or by law, the plan administrator shall
dispose of such person's account balance as follows:
[_] The plan administrator shall deposit such person's vested
account balance into a federally-insured interest-bearing bank
account for the benefit of such person.
[X] Such person's account balance shall be forfeited in accordance
with Section C.5 Forfeitures of this adoption agreement, subject
to reinstatement if such person files a claim for benefits, the
plan is required to commence distribution to such person pursuant
to Section 401(a)(9) of the Code or upon the termination of the
plan.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
32
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
PART E - MISCELLANEOUS
E.1 PLAN ADMINISTRATOR
The employer is the legal plan administrator under ERISA. Specify one or
more officers, partners or employees of the employer to perform the
functions of the plan administrator.
Richard T. McCreary
----------------------------------------------------------------------
Name Signature
Cliff Cooley
----------------------------------------------------------------------
Name Signature
Rick Rees
----------------------------------------------------------------------
Name Signature
Ramona Hill
----------------------------------------------------------------------
Name Signature
Each person selected should submit a specimen signature above (add
additional specimen signatures, if necessary). Any such appointment may be
changed by written notice.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
33
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
E.2 AMENDMENT PROCEDURES
Unless otherwise provided below, the Employer may amend this Plan by having
a person authorized by its Board of Directors complete a new adoption
agreement following formal action of the Board of Directors. If another
method of amending the plan is desired, please complete the following:
1. The following person(s) is (are) authorized to amend the Plan:
see section E.1 above
--------------------------------------------------------------------
--------------------------------------------------------------------
2. The Plan may be amended in accordance with the following procedure:
At least 3 members of the Benefits committee must approve.
--------------------------------------------------------------------
--------------------------------------------------------------------
E.3 ADMINISTRATIVE MATTERS
The plan administrator may establish rules governing such matters as the
timing and frequency of changes in participants' 401(k) savings
contributions or after-tax savings contributions elections, changes in
participants' investment elections, loans or in-service withdrawals by
participants, and the like, by so specifying in an appendix to this
adoption agreement.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
34
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
E.4 TOP-HEAVY STATUS
Unless one of the optional top-heavy testing rules is elected below, the
top-heavy tests are applied each year to determine whether the plan is top-
heavy. If the plan is top-heavy, the requirements for top-heavy plans apply
for that year (SEE ARTICLE 14 OF THE PLAN DOCUMENT), and there may be a
requirement for minimum contributions on behalf of certain participants in
addition to employer matching and/or profit sharing contributions. If the
plan is not top-heavy for a plan year, the requirements do not apply for
that year.
[_] ASSUMED TOP-HEAVY. If checked, the plan is treated as if it is
always top-heavy and the requirements for top-heavy plans apply
each plan year.
[X] ONCE TOP-HEAVY, ALWAYS TOP-HEAVY. If checked, the top-heavy tests
are applied to determine whether the plan is top-heavy for a plan
year. If the plan is not top-heavy, the requirements for top-heavy
plans do not apply. If the plan is top-heavy, the requirements for
top-heavy plans apply for that year and for all subsequent plan
years whether or not the plan is actually top-heavy under the top-
heavy tests; no further testing is needed.
E.5 PRESENT VALUE
For purposes of establishing present value to compute the TOP HEAVY RATIO,
any benefit shall be discounted only for mortality and interest under the
value set forth in Section 14.2(h) of the plan unless based on the
following:
Interest Rate: ________________________%
Mortality Table: ________________________
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
35
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
E.6 RESPONSIBILITIES OF EMPLOYER
THE EMPLOYER UNDERSTANDS AND AGREES THAT, BY ESTABLISHING THIS PLAN, IT IS
THE "PLAN ADMINISTRATOR" AND IT WILL BE ASSUMING CERTAIN DUTIES AND
RESPONSIBILITIES UNDER TAX AND OTHER LAWS AS EMPLOYER MAINTAINING THE PLAN
AND AS PLAN ADMINISTRATOR FOR WHICH NEITHER THE TRUSTEE NOR THE SPONSOR
WILL BE RESPONSIBLE.
THE EMPLOYER WARRANTS THAT IT HAS OBTAINED LEGAL AND TAX ADVICE TO THE
EXTENT THE EMPLOYER DEEMS NECESSARY BEFORE SIGNING THIS ADOPTION AGREEMENT.
E.7 TRUST AGREEMENT
By signing this adoption agreement, the employer establishes a trust to
carry out the purposes of the plan. The terms of the trust, which is to be
signed separately, are contained in the METLIFE SECURITY INSURANCE COMPANY
OF LOUISIANA/METLIFE DEFINED CONTRIBUTION GROUP PROGRAM trust agreement
which is incorporated by reference into this adoption agreement.
E.8 IRS OPINION LETTER; OTHER PLANS
THE EMPLOYER MAY NOT RELY ON THE OPINION LETTER ISSUED BY THE NATIONAL
OFFICE TO SHOW THAT THIS NON-STANDARDIZED PROTOTYPE PLAN IS QUALIFIED UNDER
CODE SECTION 401. TO OBTAIN ASSURANCE OF PLAN QUALIFICATION, THE EMPLOYER
MUST FILE AN APPLICATION WITH THE APPROPRIATE IRS KEY DISTRICT FOR A
DETERMINATION THAT THIS PLAN IS QUALIFIED.
If the employer adopts or maintains any other plan including a welfare
benefit fund, as defined in Code Section 419(e) which provides post-
retirement medical benefits allocated to separate accounts for key
employees, as defined in Code Section 419(d)(3) or an individual medical
account, as defined in Code Section 415(e)(2) under which amounts are
treated as annual additions with respect to any participant in this plan,
the interaction of the plans may require special provisions to coordinate
limits on contributions and benefits and top-heavy minimum contributions
and benefits.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
36
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
A. If the participant is covered under another qualified defined
contribution plan maintained by the employer, other than a master or
prototype plan, provide the method under which the plans will limit
total annual additions to the maximum permissible amount, and will
properly reduce any excess amounts, in a manner that precludes employer
discretion.
[X] the provisions of section 13.3 through 13.6 of Article 13
will apply as if the other plan were a master or prototype
plan.
[_] Other (specify):
------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
B. If the participant is or has ever been a participant in a defined
benefit plan maintained by the employer, provide the method you will
use to satisfy Code Section 415(e). Such language must preclude
employer discretion.
--------------------------------------------------------------------
--------------------------------------------------------------------
THIS ADOPTION AGREEMENT MAY BE USED ONLY IN CONJUNCTION WITH BASIC PLAN
DOCUMENT NO. 01.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
37
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
PART F - SIGNATURES
F.1 EMPLOYER SIGNATURE
Name of employer Halter Marine Group, Inc.
-------------------------------------------------------
Signed
-----------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
---------------------------------------------------
Date
-------------------------------------------------------------------
F.2 ADOPTION BY RELATED EMPLOYERS
A requirement for continuing IRS qualification of this plan is that all
employees of employers related to the employer must be eligible for
participation unless such employees are excluded as a class under Section
B.1 of this adoption agreement. For this purpose, employers are considered
related if they are part of a controlled group (within the meaning of Code
Section 414(b) or (c)) or affiliated service group (within the meaning of
Code Section 414(m)) with the employer, or are aggregated with the employer
in accordance with regulations under Code Section 414(o).
By signing the adoption agreement, the employer represents that all such
related employers listed below have adopted the plan (add additional
signature pages if necessary). If other employers become related employers,
the employer understands that they must also adopt the plan, unless the
plan is amended specifically to exclude employees of such employers.
The following employer adopts the plan:
The following Employer adopts the Plan:
Name of related Employer Halter Lockport - Halter Marine, Inc.
----------------------------------------------
Employer identification number 75-2656828
----------------------------------------
Signed
-----------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
---------------------------------------------------
Date
-------------------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
38
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
The following Employer adopts the Plan:
Name of related Employer Equitable Shipyards, L.L.C.
------------------------------------------------
Employer identification number 75-2656828
------------------------------------------
Signed
-------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
-----------------------------------------------------
Date
---------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Halter Gulf Repair, Inc.
------------------------------------------------
Employer identification number 75-2656828
------------------------------------------
Signed
-------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
-----------------------------------------------------
Date
---------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Gretna Machine and Iron Works-Halter Marine, Inc.
-------------------------------------------------
Employer identification number 75-2656828
------------------------------------------
Signed
-------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
-----------------------------------------------------
Date
---------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Gulf Coast Fabrication, Inc. - A Halter Company
------------------------------------------------
Employer identification number 75-2656828
------------------------------------------
Signed
-------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
-----------------------------------------------------
Date
---------------------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
39
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
The following Employer adopts the Plan:
Name of related Employer Trinity Yachts, Inc.
------------------------------------------------
Employer identification number 75-2656828
------------------------------------------
Signed
-------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
-----------------------------------------------------
Date
---------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Halter Marine Gulfport, Inc.
------------------------------------------------
Employer identification number 75-2656828
------------------------------------------
Signed
-------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
-----------------------------------------------------
Date
---------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Moss Point Marine - Halter Marine, Inc.
------------------------------------------------
Employer identification number 75-2656828
------------------------------------------
Signed
-------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
-----------------------------------------------------
Date
---------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Halter Moss Point - Halter Marine, Inc.
------------------------------------------------
Employer identification number 75-2656828
------------------------------------------
Signed
-------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
-----------------------------------------------------
Date
---------------------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
40
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
The following Employer adopts the Plan:
Name of related Employer Halter Marine Pascagoula, Inc.
----------------------------------------------
Employer identification number 75-2656828
----------------------------------------
Signed
-----------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
---------------------------------------------------
Date
-------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Halter Marine Panama City, Inc.
----------------------------------------------
Employer identification number 75-2656828
----------------------------------------
Signed
-----------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
---------------------------------------------------
Date
-------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Halter Marine, Inc.
----------------------------------------------
Employer identification number 75-2656828
----------------------------------------
Signed
-----------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
---------------------------------------------------
Date
-------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Fritz Culver, Inc.
----------------------------------------------
Employer identification number 75-2656828
----------------------------------------
Signed
-----------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
---------------------------------------------------
Date
-------------------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
41
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
The following Employer adopts the Plan:
Name of related Employer Utility Steel Fabrication, Inc.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer McElroy Machine & Mfg., Inc.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Halter-Calcasieu, L.L.C.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Bludworth Bond Shipyard, Inc.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
42
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
The following Employer adopts the Plan:
Name of related Employer TDI-Halter, L.P.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Halter Marine Group, Inc.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer TDI-Orange L.P.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Am Clyde Engineered Products Company, Inc.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
43
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
The following Employer adopts the Plan:
Name of related Employer Halter Engineered Products Group, Inc.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer Marine Cleaning, L.L.C.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
The following Employer adopts the Plan:
Name of related Employer TDI International, Inc.
-----------------------------------------------
Employer identification number 75-2656828
-----------------------------------------
Signed
------------------------------------------------------------------
Print name and title Richard T. McCreary, Sr. Vice President, Admin.
----------------------------------------------------
Date
--------------------------------------------------------------------
The identifying number for the METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA
Defined Contribution Basic Plan document is 01 and for this adoption agreement
is 009. The sponsor of the prototype plan is METLIFE SECURITY INSURANCE COMPANY
OF LOUISIANA, 72 EAGLE ROCK AVENUE, EAST HANOVER, NEW JERSEY 10010, (201) 515-
1579. The sponsor will notify you if the sponsor amends or discontinues this
prototype plan.
THE EMPLOYER SHOULD INSURE THAT THIS ADOPTION AGREEMENT HAS BEEN FILLED OUT
COMPLETELY AND PROPERLY. FAILURE TO DO SO MAY RESULT IN PLAN DISQUALIFICATION.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
44
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
APPENDIX A
FUNDING VEHICLES
1. PROGRAM FUNDING VEHICLES
a. METLIFE FUNDING OPTIONS
[_] Guaranteed Fixed Income Account
[X] MetLife Guaranteed Fixed Income Account
[_] MetLife Real Estate Account
[X] MetLife Stock Market Index Guarantee Account
b. MUTUAL FUNDS SOLD THROUGH METLIFE SECURITIES, INC.
[X] SSR Alpha Fund
c. SELF DIRECTED BROKERAGE ACCOUNT (SDA)
[_] SDA
2. OUTSIDE FUNDING VEHICLES
[X] Company Stock Fund (Complete Appendix C)
[X] Loomis Sayles Small Cap Fund
[X] Founders Balanced Fund
[X] Oakmark Fund
[X] Warburg Pincus International Equity Fund
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
45
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
APPENDIX B
ADMINISTRATIVE MATTERS
(1) CHANGES IN PARTICIPANTS' 401(K) OR AFTER-TAX SAVINGS CONTRIBUTIONS
ELECTIONS
Subject to the Plan's limitations and restrictions on the amount of 401(k)
and/or after-tax savings contributions by a Participant, a Participant may
commence, increase, decrease or resume after a discontinuance, his/her
401(k) and/or after-tax savings contributions, by making formal application
as required by the Plan Administrator. Any such change will be effective
as follows: (Choose one)
[_] As of the first day of the first payroll period which is at
least __ days (Insert period, for example 30 days) after the
Participant files his/her change form.
[X] As of the first day of the first payroll period coinciding with or
next following the first day of each quarter (Insert month, plan
year quarter, plan year, etc.) which is at least 30 days (Insert
period, for example 30 days) after the Participant files his/her
change form.
[_] Other (Describe)
The maximum number of such changes by a Participant is as follows:
[_] No Limit.
[X] 1 (Insert number, for example 1) per quarter (Insert period).
--
(2) DISCONTINUANCE OF 401(K) AND/OR AFTER-TAX SAVINGS CONTRIBUTIONS -
A Participant who is making 401(k) and/or after-tax savings contributions
may discontinue them by making formal application as required by the Plan
Administrator. Any such discontinuance will be effective as of the first
day of the first payroll period which is at least 30 days (Insert period,
for example 30 days) after the Participant makes such application.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
2
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(3) TRANSFERS
A Participant may change the investment of amounts already in his/her Plan
accounts by making formal application as required by the Plan
Administrator. PROCESSING OF ONE CHANGE MUST BE COMPLETED BEFORE A
PARTICIPANT MAY MAKE ANOTHER CHANGE. Any such change will be processed as
follows: (Choose one)
(a) [X] Daily, using the Benephone service and being connected with
a MetLife Representative.
[X] Automated transfers through Benephone. (ONLY AVAILABLE IF
YOUR PLAN CAN ACCESS SAME DAY TRADING).
(b) [_] As soon as reasonably practicable after the Participant files
his/her change form, provided that the Participant must file the
change form at least ___ days (Insert period, for example 30 days)
beforehand.
(c) [_] As soon as reasonably practicable after the first day of the
(Insert period, for example month, quarter, year) which is at
least __ days (Insert period, for example 30 days) after the
Participant files his/her change form.
The maximum number of such changes by a Participant is as follows:
[X] No Limit.
[_] (Insert number, for example 1) per ___ (Insert period, either
month, calendar quarter, calendar half, etc.)
PLEASE NOTE FOR SAME DAY TRADING: TRANSFERS WILL BE TRADED AT THE NET ASSET
VALUE OR UNIT VALUE AT THE CLOSE OF BUSINESS OF THE CURRENT BUSINESS DAY
ONLY IF INSTRUCTIONS ARE BOTH RECEIVED AND PROCESSED BY 4:00 P.M. EASTERN
TIME.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
3
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(4) CHANGE IN INVESTMENT OF FUTURE CONTRIBUTIONS
A Participant may change the investment of future contributions to his/her
accounts by making formal application as required by the Plan
Administrator. PROCESSING OF ONE CHANGE MUST BE COMPLETED BEFORE A
PARTICIPANT MAY MAKE ANOTHER CHANGE. Any such change will be processed as
follows:
(a) [X] Daily, using the Benephone system and being connected to a
MetLife Representative.
[X] Automated through Benephone. (ONLY AVAILABLE IF YOUR PLAN
CAN ACCESS SAME DAY TRADING).
CHANGE WILL ONLY AFFECT CONTRIBUTIONS TAKEN FROM PAY PERIODS ON OR AFTER
THE DATE OF CHANGE.
(b) [X] As soon as reasonably practicable after the Participant
files his/her change form, provided that the Participant must
file the change form at least 30 days (Insert period, for
example 30 days) beforehand.
(c) [_] As soon as reasonably practicable after the first day of the
(Insert period, for example month, quarter, year) which is at
least ___ days (Insert period, for example 30 days) after the
Participant files his/her change form.
The maximum number of such changes by a Participant is as follows:
[X] No Limit. (Must be elected if "Automated through Benephone".)
[_] ___ (Insert number, for example 1) per ___ (Insert period,
either month, calendar quarter, calendar half, etc.).
4
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(5) PAYROLL DATES
[_] Not Applicable.
[X] The date of the first payroll under MDCG will be January 1, 1997
---------------------
[_] The first payroll tape or diskette will be received at MetLife on _____
(Insert approximate date) for the payroll period(s) ending as of ______
(Insert approximate date).
(6) IN-SERVICE WITHDRAWALS
If in-service withdrawals are provided for in Section D.3 of this Adoption
Agreement, a Participant may request an in-service withdrawal from his/her
Plan accounts by making formal application as required by the Plan
Administrator. Any such in-service withdrawals are subject to the
limitations and restrictions specified by the Plan (including limitations
on the maximum in-service withdrawal balance and approval by the Plan
Administrator in the case of hardship withdrawals). Payment of an in-
service withdrawal will be processed as follows: (Choose one)
[X] As soon as reasonably practicable after the Participant makes
formal application, provided that the Participant must make such
application 30 days (Insert period, for example 30 days)
beforehand.
[_] As soon as reasonably practicable after the first day of the
(Insert period, for example month, quarter, year) which is at
least ___ days (Insert period, for example 30 days) after the
Participant makes formal application.
The maximum number of in-service withdrawals by a Participant is as
follows:
[X] No Limit.
[_] (Insert number, for example 1) per ___ (insert period).
The minimum amount of an in-service withdrawal will be the lesser of:
(a) $500; or
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
5
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(b) in the case of an in-service withdrawal for financial hardship, the
amount necessary to meet the hardship.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
6
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
The maximum amount of an in-service withdrawal will be the lesser of:
(a) in the case of an in-service withdrawal for financial hardship, the
amount necessary to meet the hardship,
(b) $_____ (Indicate dollar restriction on total vested account balance
AND/OR any particular contribution type).
(c) __% (Indicate percentage of the total vested account balance AND/OR any
restrictions on withdrawing a particular contribution type).
(7) WITHDRAWALS BY TERMINATED PARTICIPANTS
[X] Not Applicable.
[_] Participants who have separated from service and have left all or
a portion of their account balance in the Plan will be allowed to take
unscheduled withdrawals from their accounts. The number of such
withdrawals will be limited to:
[_] No Limit.
[_] _____ (Insert number) per ____ (Insert period).
(8) AUTOMATIC JOINT AND SURVIVOR ANNUITY
[_] The automatic form of distribution for married Participants is
the Joint & Survivor Annuity unless otherwise elected by the
Participant, with spousal consent. (THIS BOX MUST BE CHECKED IF PLAN
PREVIOUSLY PROVIDED THE JOINT & SURVIVOR ANNUITY AUTOMATICALLY, FOR
MARRIED PARTICIPANTS).
[X] Not Applicable; the automatic form of distribution is a lump sum
payout unless otherwise elected by the Participant.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
7
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(9) RECORDKEEPING EXPENSES
[X] To be paid directly by the Employer.
[_] To be deducted from Participants' account balances in the following
manner:
[_] FLAT DOLLAR AMOUNT. Expenses will be deducted from each
Participant's account prorata across all contributions types and
investment funds. The flat dollar amount will be calculated by
dividing the total expense amount by the total number of
Participant records in the Plan at the time the allocation is
made. (Approximations may be used).
[_] RATIO METHOD. Expenses will be deducted from each
Participant's account prorata across all contribution types and
investment funds in the ratio that each Participant's account
balance bears to all Participant's account balances in the Plan
at the time the allocation is made.
The expense allocation will be processed: (Choose one)
[_] Quarterly
[_] Semi-Annual
[_] Annual
[_] Other (Describe)
-------------------------------------------
-----------------------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
8
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(10) 404(C) COMPLIANCE
[_] The Employer DOES NOT WISH to seek ERISA Section 404(c) compliance.
[X] The Employer WISHES to comply with ERISA Section 404(c) as of
January 1, 1997 (Insert date, not earlier then current date).
[_] The Employer had previously complied with ERISA Section 404(c) as of
(Insert date) and wishes to continue compliance under the MetLife
Defined Contribution Group program.
(11) EMPLOYER STATUS
[_] Employer IS NOT a part of a controlled group and/or affiliated
service group as defined in Code Section 414(b), (c), (m) or (o).
[X] Employer IS part of a controlled group and/or affiliated service group
as defined in Code Section 414(b), (c), (m) or (o).
[_] All members of the controlled group and/or affiliated
service group are included under this Plan.
(12) WITHDRAWAL SEQUENCE
Under the MetLife Defined Contribution Group program in-service withdrawals
are normally taken from contribution types in order of "easiest access" to
"most difficult access", while loan withdrawals are made in the reverse
order.
An example of the sequence of contribution types for an in-service
withdrawal might be: Supplemental After-Tax, Basic After Tax, Rollover,
Employer Profit Sharing, Employer Match, Supplemental Pre-Tax, Basic
Pre-Tax.
For loans the withdrawal sequence might be: Basic Pre-Tax, Supplemental
Pre-Tax, Employer Match, Employer Profit Sharing, Rollover, After-Tax
Basic, After-Tax Supplemental.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
9
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
THE ORDER IS DETERMINED BY THE EMPLOYER AND APPLIED TO ALL PARTICIPANTS'
ACCOUNTS. PLEASE DISCUSS THE WITHDRAWAL SEQUENCES TO BE USED FOR YOUR PLAN
WITH YOUR METLIFE PENSION ADMINISTRATOR.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
10
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(13) PRIOR PLAN CONTRIBUTIONS (Prior to 04/01/98 (Insert date))
--------
[_] Not Applicable.
[X] Employer and/or employee contributions were permitted prior to the
effective date of this amendment. Therefore, complete the following for
each contribution type. ERISA ANTI-CUTBACK REGULATIONS PROHIBIT
CHANGING THE PROVISIONS OF PRIOR CONTRIBUTIONS IF THE CHANGES APPLY
MORE RESTRICTIVE CONDITIONS TO SUCH PRIOR CONTRIBUTIONS.
(a) 401(K) SAVINGS CONTRIBUTIONS.
[_] Not Applicable. [X] Will continue. [_] Will not continue.
[_] Will be subject to all the same provisions of this Adoption
Agreement.
[X] Will not be subject to the same provisions of this Adoption
Agreement. Instead, (Specify differences, particularly for in-
service withdrawals, loans and vesting) Prior plan money for
Participants in the Halter Marine Group, Inc. 401(k) Profit
Sharing Plan will be subject to the same provisions of this
Adoption Agreement. Benefits accrued for participants of the
Fritz Culver, Inc. 401(k) Plan will be subject to Joint &
Survivor requirements. Therefore, the automatic form of
distribution upon termination for married participants is the
Joint & Survivor Annuity unless otherwise elected by the
participant with spousal consent. Spousal consent will also be
required for withdrawals and loans on the Fritz Culver funds.
(b) AFTER-TAX CONTRIBUTIONS.
[X] Not Applicable. [_] Will continue. [_] Will not continue.
[_] Will be subject to all the same provisions of this Adoption
Agreement.
[_] Will not be subject to the same provisions of this Adoption
Agreement. Instead, (Specify differences, particularly for in-
service withdrawals, loans, vesting)
----------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
11
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(c) EMPLOYER MATCHING CONTRIBUTIONS.
[_] Not Applicable. [X] Will continue. [_] Will not continue.
[_] Will be subject to all the same provisions of this Adoption
Agreement.
[X] Will not be subject to the same provisions of this Adoption
Agreement. Instead, (Specify differences, particularly for in-
service withdrawals, loans, vesting) Prior plan money for
Participants in the Halter Marine Group, Inc. 401(k) Profit
Sharing Plan will be subject to the same provisions of this
Adoption Agreement. Benefits accrued for participants of the
Fritz Culver, Inc. 401(k) Plan will be subject to Joint &
Survivor requirements. Therefore, the automatic form of
distribution upon termination for married participants is the
Joint & Survivor Annuity unless otherwise elected by the
participant with spousal consent. Spousal consent will also be
required for withdrawals and loans on the Fritz Culver funds.
(d) EMPLOYER PROFIT SHARING CONTRIBUTIONS.
[_] Not Applicable. [_] Will continue. [X] Will not continue.
[X] Will be subject to all the same provisions of this Adoption
Agreement.
[_] Will not be subject to the same provisions of this Adoption
Agreement. Instead, (Specify differences, particularly for in-
service withdrawals, loans, vesting)
(e) INVESTMENT OF PRIOR PLAN ASSETS.
[_] All into the Short Term Fixed Income Account until the
conversion is completed. As of the conversion, Participants'
existing account balances will be invested in accordance with the
investment elections chosen by Participants for their future
contributions and in effect at the time of the conversion.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
12
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
[X] Into the "same type" of investment funds offered under the
Plan prior to the effective date of this Adoption Agreement. The
Employer has determined the "same investment types" to be:
From: To:
GIC & Putnam U.S. MetLife Guaranteed Fixed
Government Income Trust Income Fund
----------------------- ------------------------------
Putnam Growth & Income SSR Equity Income Fund
----------------------- ------------------------------
Putnam Voyager Fund Loomis Sayles Small Cap Growth
----------------------- ------------------------------
Trinity Stock Halter Marine Stock Fund
----------------------- ------------------------------
[_] Other (Specify)
------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
(f) EFFECTIVE DATES.
Original Plan Effective Date:
---------------------------------
Effective Date of changeover to MetLife Defined Contribution
Group program: January 1, 1997
----------------------------------------------
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
13
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
APPENDIX C
EMPLOYER SECURITIES
(ADMINISTRATIVE MATTERS)
1. [_] Plan DOES NOT PROVIDE for an Employer Company Stock Option (If
checked do not complete the rest of this Appendix).
2. [X] Plan PROVIDES for an Employer Company Stock Option.
(a) THE TRUSTEE FOR THE COMPANY STOCK FUND IS:
The Chase Manhattan Bank, N.A.
------------------------------------------------------------
------------------------------------------------------------
(b) COMPANY STOCK IS VALUED:
[X] Daily [_] Semi Annual
[_] Monthly [_] Annual
[_] Quarterly [_] Other
(c) INVESTMENT OF COMPANY STOCK: (Choose ALL that apply)
[_] Employer matching contributions must be initially deposited
to the Company Stock Option. Thereafter, Participants:
[_] may [_] may not
transfer such contributions to other funding option.
[_] Employer profit sharing contributions must be initially
deposited to the Company Stock Option. Thereafter,
Participants:
[_] may [_] may not
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
14
<PAGE>
HALTER MARINE GROUP. INC
_______________________________________________________________________________
transfer such contributions to other funding options.
[X] Participants MAY direct the investment of 401(k) and/or
after tax contributions and/or rollover accounts into the
Company Stock Option.
[_] Participants MAY NOT direct the investment of 401(k)
and/or after-tax contributions an/or rollover accounts
into the Company Stock Option.
[X] All contribution types may be directed to the Company
Stock Option, at the Participant's election.
(d) DISTRIBUTIONS FROM THE COMPANY STOCK OPTION
[_] All distributions may be made in cash or in kind, at
the Participant's option.
[_] All distributions will only be made in cash.
[X] In-service withdrawals and/or loans will only be made in cash.
[X] Distributions upon separation of service will be made
in cash or in kind, at the Participant's option.
[_] No in-service withdrawals and/or loans my be made from
the Company Stock Option.
(e) COMPANY STOCK IS:
[_] Privately held
[X] Publicly held and listed on the: American Stock Exchange
-------------------------
(Insert name(s) of stock exchange(s) and symbol(s)).
(f) DIVIDENDS:
[X] Not Applicable.
[_] Yes, where dividends are: (Choose one)
[_] Reinvested in cash.
[_] Reinvested in shares.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
15
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
APPENDIX D
PARTICIPANT LOAN PROGRAM
Under Section D.2 of the Adoption Agreement the Halter Marine Group, Inc. 401(k)
Profit Sharing Plan permits loans to be made to all parties-in-interest. A
Participant may request a loan from his/her Plan accounts by making formal
application, as required by the Plan Administrator. Before any loan is made,
Section 12.5 of the Plan requires that a written loan program be established
which sets forth the rules and guidelines for making Participant loans. This
APPENDIX shall serve as the required written loan program. In addition, the Plan
Administrator may use this to serve as, or supplement, any required notice of
the loan program to parties-in-interest. The provisions of this loan program are
to be effective as of January 1, 1997.
1. Loans are available to active Participants, former Participants who are
parties-in-interest and beneficiaries who are parties-in-interest, as
defined by ERISA Section 3(14) and, if elected in D.2 of the Adoption
Agreement, employees who have made rollover contributions to the Plan but
have not yet satisfied the Plan eligibility requirements.
The Plan Administrator is authorized to administer the Participant loan
program. All applications for loans shall be made by a Participant in the
manner which the Plan Administrator makes available for such purpose, as
indicated below:
[_] Loans may ONLY be requested by paper application.
[X] Loans may be requested by electronic OR paper application.
The Promissory Note/Disclosure Statement will be
[_] produced by the Plan Administrator and signed by the Participant
prior to the Participant's receipt of the loan check. (With this
option all loan checks MUST be sent to the Plan Administrator for
delivery to Participants.)
[X] printed on the check stub and deemed to be signed when the
Participant negotiates the loan check. Neither MetLife nor the
Trustee will maintain copies of the loan notes. (With this
option the Plan Administrator must also select one of the
following alternatives.)
[X] Loan checks will be mailed directly to Participants at
the addresses held on MetLife's recordkeeping system.
[_] Loan checks will be mailed to the Employer who will
then be responsible for their delivery to Participants.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
16
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
2. All loan applications shall be considered by the Plan Administrator within
a reasonable time after the Participant makes formal application. Such
formal application shall be limited only to paper request if the
Participant is required to provide supporting information deemed necessary
by the Plan Administrator.
Payment of a loan will be processed as follows: (May choose more than one)
[X] If by paper application, as soon as reasonably practicable after
the Participant files his/her loan request documents, provided
that the Participant file such documents at least 30 days (Insert
period, for example 30 days) beforehand.
[_] If by paper application, as soon as reasonably practicable after
the first day of the ____ (Insert period: month, quarter, year,
etc.) which is at least ____ days (Insert period, for example 30
days) after the Participant files his/her loan request documents.
[X] If by electronic application, within 5 business days following
electronic request.
3. The Plan Administrator shall determine whether a Participant qualifies for
a loan, applying such criteria as a commercial lender of funds would apply
in like circumstances with respect to the Participant. Such criteria shall
include, but need not be limited to, the creditworthiness of the
Participant and his/her general ability to repay the loan, whether adequate
security has been provided for the loan, and whether the Participant
agrees, as a condition for receiving the loan, to make repayments through
direct, after-tax payroll deductions.
Loans will be approved provided: (Choose one)
[_] If there are any conditions you wish to impose (OTHER THAN A
SERVICE REQUIREMENT) you must let potential applicants know what
they are; for example, the person has not gone bankrupt in the
past or if they are in arrears on any current commercial loan.
(If this option is elected, loans may NOT be requested by
electronic application.)
-------------------------------------
---------------------------------
[_] The Participant has been employed by the Employer for a period
of at least ____ (insert period, for example 6 months, one
year, etc.).
[X] No limitations.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
17
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
Loans shall be granted: (Choose one)
[_] Only in the event of a Participant's hardship or for the purpose of
enabling a Participant to meet certain specified financial
situations. For this purpose, a loan shall be authorized in the
event of: significant health expenses or loss of income resulting
from a prolonged illness, disability or death of the Participant or
a member of his/her immediate family; establishing the principal
residence of the Participant; or payment for a college education
(including graduate studies) for the Participant or his/her
dependents. The Plan Administrator shall determine whether a
Participant qualifies for a loan under this paragraph. (If this
option is elected, loans may NOT be requested by electronic
application.)
[X] For any reason considered valid by commercial lenders in the
geographic locale where the Participant resides and/or at the
location of the plant employing the Participant.
4. With regard to any loan made pursuant to this program, the following
rule(s) and limitation(s) shall apply, in addition to such other
requirements set forth in the Plan and this program:
(a) The maximum number of loan requests by a Participant is 1 (Insert
number, for example 1) per ___ (Insert period, for example plan year).
(b) The maximum number of loans to a Participant that may be outstanding
at any one time is: (Total cannot exceed 3)
[_] 1 personal and/or home loans
---
[_] personal loans and ________________ home loans
(c) The maximum term for a personal loan will be five years. If a
Participant requests a loan for the acquisition of a principal
residence of the Participant, then the maximum repayment period may be
no more than 5 . (Not more than 30 years.)
(d) The minimum term for loans will be __________________. (Indicate
period in whole months; for example 1 year, 6 months, etc.)
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
18
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(e) The minimum amount of each loan is $1,000. (Not more than $1,000.)
(f) The maximum amount of a loan cannot exceed the lesser of 50% of the
Participant's vested accrued account or $50,000 less the highest
outstanding total loan balances during the previous 12 month period,
or a lower maximum of: (Insert any other restrictions, for example:
the amount of the loan cannot exceed 50% of the Participant's vested
Employer Contribution Account.)
-------------------------------------
Restrict to EE $ only, ER $ is included in amount available.
--------------------------------------------------------------------
--------------------------------------------------------------------
(g) All loans made pursuant to this program shall be considered a directed
investment from the account(s) of the Participant maintained under the
Plan. Principal and interest will be amortized over the duration of
the loan. All payments of principal and interest made by the
Participant shall be credited only to the account(s) of such
Participant.
(h) Loans may only be prepaid in full and may not be prepaid prior to the
date on which the twelfth monthly payment has been made. If the term
of the loan is for a period of twelve months or less, the loan may
[_] be prepaid in full at any time.
[X] NOT be prepaid.
(i) Loan amounts will be withdrawn from a Participant's account first by
contribution type (based on the withdrawal sequence for loans elected
by the Employer) and then pro rata across all funding options in which
the applicable contribution type is invested.
(j) Loan repayments of principal and interest will be reinvested in
accordance with the investment instructions then in effect for new
contributions being made on behalf of the Participant at that time.
If loan repayments are being made for a Participant who is not making
new contributions, such loan repayments will be invested in accordance
with the last investment instructions in effect prior to the
Participant's cessation of new contributions. Repayments will be
deposited to contribution types in the reverse order from which the
loan was withdrawn.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
19
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
(k) Loan repayments
[_] may
[X] may not
be suspended for up to one year because of a leave of absence which is
either unpaid or where the Participant's rate of pay after income and
employment tax withholding is less than the amount of the installment
payment required under the terms of the loan note. If loan repayments
are allowed to be suspended, then upon the earlier of the Participant's
return to employment with the Employer or a period of one year, loan
repayments will again commence in amounts which will be NO LESS than
the amounts of the loan payments made immediately prior to the period
of suspension and which will allow the loan to be fully repaid by the
date originally scheduled.
(l) Section 201.08(1) of the Florida Statutes imposes an excise tax
(Florida Documentary Stamp Tax) on promissory notes or "assignments of
salaries, wages or other compensation made, executed, delivered, sold,
transferred or assigned" in Florida. The tax is 35 cents for each $100
and portion thereof, of the amount of the loan.
[_] The Plan Administrator has determined that this tax IS NOT
applicable to loans negotiated in the State of Florida.
[X] The Plan Administrator has determined that this tax IS
applicable to loans negotiated in the State of Florida. (If
checked complete the following)
[X] Tax will be deducted from participant's account after the
loan is processed.
[_] Tax will be charged to the Plan Administrator.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
20
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
5. Any loan granted or renewed under this program shall bear a reasonable rate
of interest. In determining such rate of interest, the Plan shall require
a rate of return commensurate with the prevailing interest rate charged on
similar commercial loans under like circumstances by persons in the
business of lending money. Such prevailing interest rate standard shall
permit the Plan Administrator to consider factors pertaining to the
opportunity for gain and risk of loss that a professional lender would
consider on a similar arms-length transaction.
In establishing the rate of interest, the Plan Administrator shall conduct
a reasonable and prudent inquiry with professional lenders in the same
geographic locale where the Participant resides and/or at the location of
the plant employing the Participant to determine such prevailing interest
rate for loans under like circumstances, or may elect to use the rate of
interest established by the Trustee.
The interest rate for the lifetime of the loan will be set as of the close
of the last business day of the month preceding each quarter (Insert
period, for example month, calendar quarter, etc.), and will be based on
the Prime Rate set by Chase Manhattan Bank (Insert name of commercial
lender) plus 1 % (Insert percentage).
6. The Plan shall require that adequate security be provided by the
Participant before a loan is granted. For this purpose, the Plan shall
consider a Participant's interest under the Plan to be adequate security,
subject to such limitations as are imposed by Section 12.5(c) and (d) of
the Plan. It shall be the policy of the Plan not to make loans which
require security other than the Participant's vested interest in the Plan.
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
21
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
7. A default shall occur upon the failure of a Participant to pay interest and
principal due:
[X] within 90 days (Insert period, for example 90 days) after
missing a payment.
[_] by the end of the calendar quarter following the calendar
quarter in which payment is missed.
In such event, the outstanding balance of the loan shall be immediately due
and payable and will become taxable to the Participant to the extent that
the outstanding amount consists of taxable monies. However, since the
Participant's account balance is the security for the defaulted loan, the
Plan Administrator shall defer enforcement of its security interest until a
distributable event occurs. If default of a loan has not occurred prior to
termination of employment for any reason, then the Plan Administrator's
election below will determine whether or not the loan is immediately due
and payable upon such termination of employment.
[X] If an active Participant has an outstanding loan balance and
leaves employment for any reason, then such outstanding loan
balance is immediately due and payable. (Participants should be
advised to seek counsel concerning the tax implications.)
[_] If an active Participant has an outstanding loan balance and
leaves employment for any reason then such outstanding loan
balance may continue to be repaid according to the same repayment
schedule in effect prior to separation of service, as long as the
terminated Participant leaves all or a portion of his/her account
balance in the Plan. (IF THIS OPTION IS CHOSEN, THE PLAN
ADMINISTRATOR MUST AGREE THAT LOAN REPAYMENTS MAY ONLY BE
SUBMITTED TO METLIFE THROUGH EMPLOYER GENERATED INPUT. METLIFE
WILL NOT ACCEPT CHECKS FROM INDIVIDUAL PARTICIPANTS OR FORMER
PARTICIPANTS).
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
22
<PAGE>
HALTER MARINE GROUP, INC.
________________________________________________________________________________
8. The MetLife Defined Contribution Group program may charge a NON-REFUNDABLE
loan application fee of $50 at the time a loan is requested. Such fee will
be:
[_] charged to the Plan Administrator. The Plan Administrator may, at
its discretion, charge this loan fee back to the Participant.
However, in doing so the Plan Administrator assumes the
responsibility of collecting payment from individual Participants,
cashing such checks and wiring the payment (or sending a Company
check) to MetLife at the time the Plan is billed. METLIFE WILL NOT
ACCEPT INDIVIDUAL PARTICIPANT CHECKS AS PAYMENT FOR LOAN
APPLICATION FEES.
[X] charged to the Participant and deducted from his/her account
after the loan is processed.
Adopted this _____ day of ____________________, 19___. This loan program may be
amended from time to time by a writing signed by all parties hereto.
- ---------------------------------------------------------------
Plan Administrator's Signature
Richard T. McCreary, Senior Vice President, Administration
- ---------------------------------------------------------------
Plan Administrator's Name and Title (Please print or type)
________________________________________________________________________________
METLIFE DEFINED CONTRIBUTION GROUP
23
<PAGE>
EXHIBIT 23.1
INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 9, 1999, included in Friede Goldman Halter, Inc.'s (formerly Friede
Goldman International Inc.) Form 10-K for the year ended December 31, 1998, and
to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
December 2, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Friede Goldman Halter, Inc. pertaining to the Friede Goldman
Halter, Inc. 401(k) Profit Sharing Plan of our report dated May 12, 1999
(except for Note 17, as to which the date is June 1, 1999), with respect to the
consolidated financial statements of Halter Marine Group, Inc. included in its
annual Report (Form 10-K) for the fiscal year ended March 31, 1999, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
New Orleans, Louisiana
December 2, 1999
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form S-8 Registration
Statement of our report on the financial statements of Newfoundland Ocean
Enterprises Limited dated May 12, 1997, which appears in Exhibit 99.3 of the
Report on Form 8-K/A dated as of March 17, 1998.
/s/ Grant Thornton
Chartered Accountants
St. John's Newfoundland, Canada
November 30, 1999
