Exhibit 10.20.1
 RELOCATION PROPOSAL  James F. Petelle
  1.)
    
    If you sell your house without incurring a broker commission, the company will pay you a lump
sum relocation allowance of 6% of the selling price which is based on 1% toward closing costs
on the sale of your home, 1% toward incidental costs of relocating, 2% toward closing cost of
a new home and a 2% bonus. ). Payment of the incidental amount will be paid at your request.
The amount for closing on your home will be paid at closing of the sale while the amount for
closing on your new home will be paid at closing.2.)
    
    If you utilize the services of a real estate broker to sell your home, the Company will pay
actual costs of a broker commission, not to exceed 6% of the appraised value of your house,
plus 4% (1% toward closing costs on the sale of your home, 1% toward incidental costs of
relocating and 2% toward closing costs on a new home).Payment of the incidental amount will be
paid at your request. The amount for closing on your home will be paid at closing of the sale
while the amount for closing on your new home will be paid at closing.3.)
    
    The Company will reimburse you the reasonable cost of moving your household goods to your new
residence. An estimate should be obtained from Sheets Moving and Storage, a North American
company, at 336-789-5596, and, if you choose, at least one other company of your choice.
Once estimates have been obtained, fax them to Gary Kniskern at 336-786-2144 with your
preference marked. You will not be required to use Sheets unless their cost is considerably
lower than the other estimate.4.)
    
    In addition, the Company will pay reasonable expenses for you and your family to travel to
your new location for your final move as well as for a househunting trip. Reasonable expenses
will include meals, lodging, mileage at the IRS mileage rate for relocation (currently $.18
per mile), and other reasonable miscellaneous expenses.5.)
    
    If you require temporary living quarters prior to selling your current house, Insteel will
pay for temporary quarters, including utilities, for up to three (3) months.6.)
    
    The Company will pay for storage of up to three (3) months for your household goods in the
event your house sells before you are able to secure suitable housing in your new location.




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RELOCATION EXPENSES MUST BE SUBMITTED, TO ME, FOR APPROVAL TO THE UNDERSIGNED ON AN EXPENSE REPORT
FORM MARKED RELOCATION AT THE TOP AND ONLY CONTAINING RELOCATION EXPENSES.
  You will reimbursethe following % ofIf you terminate
    
    total relocation expensesafter
    
    but before
    
    incurred by the company0 months
    
    12 months
    
    100%12 months
    
    24 months
    
    80%24 months
    
    36 months
    
    40%
 IT IS NOT THE PURPOSE OF THIS DOCUMENT TO CREATE AN EXPRESS OR IMPLIED CONTRACT OF EMPLOYMENT. IT
PROVIDES AN OUTLINE OF AN OFFER TO REIMBURSE YOU FOR EXPENSES CONNECTED WITH RELOCATING. EMPLOYEES
ARE EMPLOYEES AT WILL. THE EMPLOYEE OR THE EMPLOYER MAY TERMINATE THE EMPLOYMENT RELATIONSHIP AT
ANY TIME FOR ANY REASON.
 Date
    
    Gary D. KniskernVice President-AdministrationInsteel Wire Products CompanyAccepted:Date
    
    James F. Petelle