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                                                                    EXHIBIT 10.1


                      DEFERRED COMPENSATION TRUST AGREEMENT

This Deferred Compensation Trust Agreement (the "Trust Agreement") is made this
_____ day of _________________, 2001, by and between Wolverine Tube, Inc. and
each of its affiliates listed on Attachment A ("the Company") and AmSouth Bank
("the Trustee").

                                    RECITALS

(a)      WHEREAS, the Company is a party to certain deferred compensation
         agreements and plans (the "Arrangements") as listed in Attachment B;

(b)      WHEREAS, the Company has incurred or expects to incur liability under
         the terms of such Arrangements with respect to the individuals
         participating in such Arrangements (the "Participants and
         Beneficiaries");

(c)      WHEREAS, the Company hereby establishes a Trust (the "Trust") and shall
         contribute to the Trust assets that shall be held therein, subject to
         the claims of the Company's creditors in the event of the Company's
         Insolvency, as herein defined, until paid as specified in the
         Arrangements and in this Trust Agreement;

(d)      WHEREAS, it is the intention of the parties that this Trust shall
         constitute an unfunded arrangement and shall not affect the status of
         the Arrangements as unfunded plans maintained for the purpose of
         providing deferred compensation for a select group of management or
         highly compensated employees for purposes of Title I of the Employee
         Retirement Income Security Act of 1974; and

(e)      WHEREAS, it is the intention of the Company to make contributions to
         the Trust to provide itself with a source of funds (the "Fund") to
         assist it in satisfying its liabilities under the Arrangements.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

SECTION 1.         ESTABLISHMENT OF THE TRUST

(a)      The Trust is intended to be a Grantor Trust, of which the Company is
         the Grantor, within the meaning of subpart E, part I, subchapter J,
         chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended,
         and shall be construed accordingly.

(b)      The Company shall be considered a Grantor for the purposes of the
         Trust.

(c)      The Trust hereby established is revocable by the Company; it shall
         become irrevocable upon a Change of Control, as defined herein.

(d)      The Company hereby deposits with the Trustee in the in the Trust
         $100.00, which shall become the principal of the Trust to be held,
         administered and disposed of by the Trustee as provided in this Trust
         Agreement.


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(e)      The principal of the Trust, and any earnings thereon shall be held
         separate and apart from other funds of the Company and shall be used
         exclusively for the uses and purposes of Participants and general
         creditors as herein set forth. Participants and their Beneficiaries
         shall have no preferred claim on, or any beneficial ownership interest
         in, any assets of the Trust. Any rights created under the Arrangements
         and this Trust Agreement shall be unsecured contractual rights of
         Participants and their Beneficiaries against the Company. Any assets
         held by the Trust will be subject to the claims of the general
         creditors of the Company under federal and state law in the event the
         Company is Insolvent, as defined in Section 3(a) herein.

(f)      The Company, in its sole discretion, may at any time, or from time to
         time, make additional deposits of cash or other property acceptable to
         the Trustee in the Trust to augment the principal to be held,
         administered and disposed of by the Trustee as provided in this Trust
         Agreement. Prior to a Change of Control, neither the Trustee nor any
         Participant or Beneficiary shall have any right to compel additional
         deposits.

(g)      Upon a Change of Control, the Company shall, as soon as possible, but
         in no event longer than thirty (30) days following the occurrence of a
         Change of Control, as defined herein, make an irrevocable contribution
         to the Trust in an amount that is sufficient to pay each Plan
         Participant or Beneficiary the benefits to which Plan Participants or
         their Beneficiaries would be entitled pursuant to the Arrangements as
         of the date on which a Change of Control occurred.


SECTION 2.         PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

(a)      The Company shall deliver to the Trustee a schedule (the "Payment
         Schedule") that indicates the amounts payable in respect of each Plan
         Participant (and his or her Beneficiaries), that provides a formula or
         other instructions acceptable to the Trustee for determining the
         amounts so payable, the form in which such amount is to be paid (as
         provided for or available under the Arrangements), and the time of
         commencement for payment of such amounts. Except as otherwise provided
         herein, the Trustee shall make payments to the Plan Participants and
         their Beneficiaries in accordance with such Payment Schedule. The
         Trustee shall make provision for the reporting and withholding of any
         federal, state or local taxes that may be required to be withheld with
         respect to the payment of benefits pursuant to the terms of the
         Arrangements and shall pay amounts withheld to the appropriate taxing
         authorities or determine that such amounts have been reported, withheld
         and paid by the appropriate taxing authorities or determine that such
         amounts have been reported, withheld and paid by the Company.

(b)      The entitlement of a Participant or his or her Beneficiaries to
         benefits under the Arrangements shall be determined by the Company or
         such party as it shall designate under the Arrangements, and any claim
         for such benefits shall be considered and reviewed under the procedures
         set out in the Arrangements.


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(c)      The Company may make payment of benefits directly to Participants or
         their Beneficiaries as they become due under the terms of the
         Arrangements. The Company shall notify the Trustee of its decision to
         make payment of benefits directly prior to the time amounts are payable
         to Participants or their Beneficiaries. In addition if the principal of
         the Trust, and any earnings thereon, are not sufficient to make
         payments of benefits in accordance with the terms of the Arrangements,
         the Company shall make the balance of each such payment as it falls
         due. The Trustee shall notify the Company where principal and earnings
         are not sufficient.

(d)      A Participant may make application to the Trustee for an independent
         decision as to the amount of benefits due under the Arrangements in the
         event of a dispute between the Company and Participants. In making any
         determination required or permitted to be made by the Trustee under
         this Section, the Trustee shall, in each such case, reach its own
         independent determination, in its absolute and sole discretion, as to
         the Participant's or Beneficiary's entitlement to a payment of benefits
         hereunder. In making its determination, the Trustee may consult with
         and make such inquiries of such persons, including the Participant, the
         Company, legal counsel, actuaries or other experts, as the Trustee may
         reasonably deem necessary. Any reasonable costs incurred by the Trustee
         in arriving at its determination shall be reimbursed by the Company
         and, to the extent not paid by the Company within a reasonable time,
         shall be charged to the Trust. The Company waives any right to contest
         any amount paid over by the Trustee hereunder pursuant to a good faith
         determination made by the Trustee notwithstanding any claim by or on
         behalf of the Company (absent a manifest abuse of discretion by the
         Trustee) that such payments should not be made.

(e)      The Trustee agrees that it will not itself institute any action at law
         or at equity, whether in the nature of an accounting, interpleading
         action, request for a declaratory judgment or otherwise, requesting a
         court or administrative or quasi-judicial body to make the
         determination required to be made by the Trustee under this Section 2
         in the place and stead of the Trustee. The Trustee may institute an
         action to collect a contribution due the Trust following a Change of
         Control or in the event that the Trust should ever experience a
         short-fall in the amount of assets necessary to make payments pursuant
         to the terms of the Arrangements.

(f)      Subsequent to a Change of Control, in the event any Participant or his
         Beneficiary is determined to be subject to federal, state or local
         income tax on any amount under any Arrangement prior to the time of
         actual payment of benefits thereunder (whether or not due to the
         establishment of or contributions to this Trust), the Trustee shall
         distribute a Gross-Up Payment as hereinafter defined as soon thereafter
         as practicable to such Participant or Beneficiary. An amount or benefit
         shall be determined to be subject to federal income tax upon the
         earliest of: (a) a final determination by the United States Internal
         Revenue Service addressed to the Participant or his Beneficiary which
         is not appealed to the courts; (b) a final determination by the United
         States Tax Court or any other federal court affirming any such
         determination by the Internal Revenue Service; or (c) an opinion by the
         Company's tax counsel, addressed to the Company and the Trustee, to the
         effect that by reason of Treasury Regulations, provisions of the
         Internal Revenue




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         Code, published Internal Revenue Service rulings, court decisions or
         other substantial precedent, such amount or benefit is subject to
         federal income tax prior to payment. The Company shall undertake at its
         sole expense to defend any tax claims described herein which the
         Internal Revenue Service asserts against any Participant or
         Beneficiary, and to pay all fees and costs related to such defense
         including attorney fees and cost of appeal, and shall have the sole
         authority to determine whether or not to appeal any determination that
         the Internal Revenue Service or a lower court makes. The Company also
         agrees to reimburse any Participant or Beneficiary for any interest or
         penalties in respect of tax claims hereunder upon receipt of
         documentation of same.

SECTION 3.         TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO THE TRUST
                   BENEFICIARY WHEN THE COMPANY IS INSOLVENT

(a)      The Trustee shall cease payment of benefits if the Company is
         Insolvent. The Company shall be considered "Insolvent" for purposes of
         this Trust Agreement if (i) the Company is unable to pay its debts as
         they become due, or (ii) the Company is subject to a pending proceeding
         as a debtor under the United States Bankruptcy Code.

(b)      At all times during the continuance of this Trust, the principal and
         income of the Trust shall be subject to claims of general creditors of
         the Company under federal and state law as set forth below.

         (1)      The Board of Directors and the Chief Executive Officer of the
                  Company shall have the duty to inform the Trustee in writing
                  that the Company is Insolvent. If a person claiming to be a
                  creditor of the Company alleges in writing to the Trustee that
                  the Company has become Insolvent, the Trustee shall determine
                  whether the Company is Insolvent and, pending such
                  determination, the Trustee shall discontinue payment of
                  benefits under the Arrangements or Gross-Up Payments.

         (2)      Unless the Trustee has actual knowledge that the Company is
                  Insolvent, or has received notice from the Company or a person
                  claiming to be a creditor alleging that the Company is
                  Insolvent, the Trustee shall have no duty to inquire whether
                  the Company is Insolvent. The Trustee may in all events rely
                  on such evidence concerning the Company's solvency as may be
                  furnished to the Trustee and that provides the Trustee with a
                  reasonable basis for making a determination concerning the
                  Company's solvency.

         (3)      If at any time the Trustee has determined that the Company is
                  Insolvent, the Trustee shall discontinue payments of benefits
                  under the Arrangements or Gross-Up Payments and shall hold the
                  assets of the Trust for the benefit of the Company's general
                  creditors. Nothing in this Trust Agreement shall in any way
                  diminish any rights of Participants or their Beneficiaries to
                  pursue their rights as general creditors of the Company with
                  respect to benefits due under the Arrangements or otherwise.

         (4)      The Trustee shall resume the payment of benefits under the
                  Arrangements in



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                  accordance with Section 2 and 3 of this Trust Agreement only
                  after the Trustee has determined that the Company is not
                  Insolvent (or is no longer Insolvent).

(c)      Provided that there are sufficient assets, if the Trustee discontinues
         the payments from the Trust pursuant to Section 3(b) hereof and
         subsequently resumes such payments, the first payment following such
         discontinuance shall include the benefits due under the Arrangements to
         Participants and Beneficiaries and Gross-Up Payments due to
         Participants or their Beneficiaries under the terms of the Arrangements
         for the period of such discontinuance, plus earnings on amounts not
         paid during the period of such discontinuance, less the aggregate
         amount of any such payments made by the Company in lieu of the payments
         provided for hereunder during any such period of discontinuance.

SECTION 4.         PAYMENTS WHEN A SHORT-FALL OF THE TRUST ASSETS OCCURS

(a)      If there are not sufficient assets for the payments pursuant to Section
         2 or Section 3(c) hereof and the Company does not otherwise make such
         payments within a reasonable time after demand from the Trustee, the
         Trustee shall make said payments from the Trust under Arrangements in a
         pro rata manner:

(b)      Upon receipt of a contribution from the Company necessary to make up
         for a short-fall in the payments due, the Trustee shall resume payments
         under the Arrangements. Following a Change of Control, the Trustee
         shall have the right to compel a contribution to the Trust from the
         Company to make-up for any short-fall.

SECTION 5.         PAYMENTS TO THE COMPANY

Except as provided in Section 3 hereof, after the Trust has become irrevocable,
the Company shall have no right or power to direct the Trustee to return to the
Company or to divert to others any of the Trust assets before all payments of
benefits and/or of Gross-Up Payments have been made pursuant to the terms of the
Arrangements and all fees and expenses of the Trust have been paid.

SECTION 6.         INVESTMENT AUTHORITY

(a)      The Trustee shall not be liable in discharging its duties hereunder,
         including without limitation its duty to invest and reinvest the Fund,
         if it acts for the exclusive benefit of the Participants and their
         Beneficiaries, in good faith and as a prudent person would act in
         accomplishing a similar task and in accordance with the terms of this
         Trust Agreement and any applicable federal or state laws, rules or
         regulations.

(b)      Subject to investment guidelines agreed to in writing from time to time
         by the Company and the Trustee prior to a Change of Control, the
         Trustee shall have the power in investing and reinvesting the Fund in
         its sole discretion:

         (1)      To invest and reinvest in any readily marketable common and
                  preferred stocks, bonds, notes, debentures (including
                  convertible stocks and securities but not



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                  including any stock or security of the Trustee other than a de
                  minimis amount held in a mutual fund), certificates of deposit
                  or demand or time deposits (including any such deposits with
                  the Trustee) and shares of investment companies and mutual
                  funds, without being limited to the classes or property in
                  which the Trustees are authorized to invest by any law or any
                  rule of court of any state and without regard to the
                  proportion any such property may bear to the entire amount of
                  the Fund. Without limitation, the Trustee may invest the Trust
                  in any investment company (including any investment company or
                  companies for which AmSouth Bank or an affiliated company acts
                  as the investment advisor {"Special Investment Companies"})
                  or, any insurance contract or contracts issued by an insurance
                  company or companies in each case as the Trustee may determine
                  provided that the Trustee may in its sole discretion keep such
                  portion of the Trust in cash or cash balances for such
                  reasonable periods as may from time to time be deemed
                  advisable pending investment or in order to meet contemplated
                  payments of benefits;

         (2)      To commingle for investment purposes, upon direction of the
                  Company, all or any portion of the Fund with assets of any
                  other similar trust or trusts established by the Company with
                  the Trustee for the purpose of safeguarding deferred
                  compensation or retirement income benefits of its employees
                  and/or directors;

         (3)      To retain any property at any time received by the Trustee;

         (4)      To sell or exchange any property held by it at public or
                  private sale, for cash or on credit, to grant and exercise
                  options for the purchase or exchange thereof, to exercise all
                  conversion or subscription rights pertaining to any such
                  property and to enter into any covenant or agreement to
                  purchase any property in the future;

         (5)      To participate in any plan of reorganization, consolidation,
                  merger, combination, liquidation or other similar plan
                  relating to property held by it and to consent to or oppose
                  any such plan or any action thereunder or any contract, lease,
                  mortgage, purchase, sale or other action by any person;

         (6)      To deposit any property held by it with any protective,
                  reorganization or similar committee, to delegate discretionary
                  power thereto, and to pay part of the expenses and
                  compensation thereof and any assessments levied with respect
                  to any such property to deposited;

         (7)      To extend the time of payment of any obligation held by it;

         (8)      To hold uninvested any moneys received by it, without
                  liability for interest thereon, but only in anticipation of
                  payments due for investments, reinvestments, expenses or
                  disbursements;

         (9)      To exercise all voting or other rights with respect to any
                  property held by it and to grant proxies, discretionary or
                  otherwise;



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         (10)     For the purposes of the Trust, to borrow money from others, to
                  issue its promissory note or notes therefor, and to secure the
                  repayment thereof by pledging any property held by it;

         (11)     To employ suitable contractors and counsel, who may be counsel
                  to the Company or to the Trustee, and to pay their reasonable
                  expenses and compensation from the Fund to the extent not paid
                  by the Company;

         (12)     To register investments in its own name or in the name of a
                  nominee; to hold any investment in bearer form; and to combine
                  certificates representing securities with certificates of the
                  same issue held by it in other fiduciary capacities or to
                  deposit or to arrange for the deposit of such securities with
                  any depository, even though, when so deposited, such
                  securities may be held in the name of the nominee of such
                  depository with other securities deposited therewith by other
                  persons, or to deposit or to arrange for the deposit of any
                  securities issued or guaranteed by the United States
                  government, or any agency or instrumentality thereof,
                  including securities evidenced by book entries rather than by
                  certificates, with the United States Department of the
                  Treasury or a Federal Reserve Bank, even though, when so
                  deposited, such securities may not be held separate from
                  securities deposited therein by other persons; provided,
                  however, that no securities held in the Fund shall be
                  deposited with the United States Department of the Treasury or
                  a Federal Reserve Bank or other depository in the same account
                  as any individual property of the Trustee, and provided,
                  further, that the books and records of the Trustee shall at
                  all times show that all such securities are part of the Trust
                  Fund;

         (13)     Subject to Section 2(d), to settle, compromise or submit to
                  arbitration any claims, debts or damages due or owing to or
                  from the Trust, respectively, to commence or defend suits or
                  legal proceedings to protect any interest of the Trust, and to
                  represent the Trust in all suits or legal proceedings in any
                  court or before any other body or tribunal; provided, however,
                  that the Trustee shall not be required to take any such action
                  unless it shall have been indemnified by the Company to its
                  reasonable satisfaction against liability or expenses it might
                  incur therefrom;

         (14)     Subject to Section 7, to hold and retain policies of life
                  insurance, annuity contracts, and other property of any kind
                  which policies are contributed to the Trust by the Company or
                  any subsidiary of the Company or are purchased by the Trustee;

         (15)     To hold any other class of assets which may be contributed by
                  the Company and that is deemed reasonable by the Trustee,
                  unless expressly prohibited herein; and

         (16)     Generally, to do all acts, whether or not expressly
                  authorized, that the Trustee may deem necessary or desirable
                  for the protection of the Fund.

(c)      The Trustee shall have the right, in its sole discretion, to delegate
         its investment



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         responsibility to an Investment Manager who may be an affiliate of the
         Trustee. In the event the Trustee shall exercise this right, the
         Trustee shall remain, at all times responsible for the acts of an
         Investment Manager. The Trustee shall have the right to purchase an
         insurance policy or an annuity to fund the benefits of the
         Arrangements.

(d)      The Company shall have the right at any time, and from time to time in
         its sole discretion, to substitute assets of equal fair market value
         and liquidity for any asset held by the Trust. This right is
         exercisable by the Company in a nonfiduciary capacity without the
         approval or consent of any person in a fiduciary capacity. Following a
         Change of Control, such substitution of assets is subject to the
         acceptance of the Trustee.

SECTION 7.         INSURANCE CONTRACTS

(a)      To the extent that the Trustee is directed by the Company prior to a
         Change of Control to invest part or all of the Trust Fund in insurance
         contracts, the type and amount thereof shall be specified by the
         Company. The Trustee shall be under no duty to make inquiry as to the
         propriety of the type or amount so specified.

(b)      Each insurance contract issued shall provide that the Trustee shall be
         the owner thereof with the power to exercise all rights, privileges,
         options and elections granted by or permitted under such contract or
         under the rules of the insurer. The exercise by the Trustee of any
         incidents of ownership assigned or delegated to it under any contract
         shall, prior to a Change of Control, be subject to the direction of the
         Company. After a Change of Control, the Trustee shall have all such
         rights.

(c)      The Trustee shall have no power to name a beneficiary of the policy
         other than the Trust, to assign the policy (as distinct from conversion
         of the policy to a different form) other than to a successor Trustee,
         or to loan to any person the proceeds of any borrowing by it against an
         insurance policy held in the Trust Fund.

(d)      No insurer shall be deemed to be a party to the Trust and an insurer's
         obligations shall be measured and determined solely by the terms of
         contracts and other agreements executed by the insurer.

SECTION 8.         DISPOSITION OF INCOME

(a)      Prior to a Change of Control, all income received by the Trust, net of
         expenses and taxes, may be returned to the Company at the written
         direction of the Company or accumulated and reinvested within the
         Trust.

(b)      Following a Change of Control, all income received by the Trust, net of
         expenses and taxes, shall be accumulated and reinvested within the
         Trust.



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SECTION 9.         ACCOUNTING BY THE TRUSTEE

The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee within forty-five (45) days following the close of each
calendar year and within forty-five (45) days after the removal or resignation
of the Trustee. The Trustee shall deliver to the Company a written account of
its administration of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or resignation
setting forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and investments
purchased and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year or
as of the date of such removal or resignation, as the case may be. The Company
may approve such account by an instrument in writing delivered to the Trustee.
In the absence of the Company's filing with the Trustee objections to any such
account within ninety (90) days after its receipt, the Company shall be deemed
to have so approved such account. In such case, or upon the written approval by
the Company of any such account, the Trustee shall, to the extent permitted by
law, be discharged from all liability to the Company for its acts or failures to
act described by such account. The foregoing, however, shall not preclude the
Trustee, any participant or beneficiary from having its accounting settled by a
court of competent jurisdiction. The Trustee shall be entitled to hold and to
commingle the assets of the Trust in one Fund for investment purposes but at the
direction of the Company prior to a Change of Control, the Trustee shall create
one or more sub-accounts.

SECTION 10.        RESPONSIBILITY OF THE TRUSTEE

(a)      The Trustee shall act with the care, skill, prudence and diligence
         under the circumstances then prevailing that a prudent person acting in
         like capacity and familiar with such matters would use in the conduct
         of an enterprise of a like character and with like aims, provided,
         however, that the Trustee shall incur no liability to any person for
         any action taken pursuant to a direction, request or approval given by
         the Company which is contemplated by, and in conformity with, the terms
         of the Arrangements or this Trust and is given in writing by the
         Company. In the event of a dispute between the Company and a party, the
         Trustee may apply to a court of competent jurisdiction to resolve the
         dispute, subject, however to Section 2(d) hereof.

(b)      The Company hereby indemnifies the Trustee against losses, liabilities,
         claims, costs and expenses in connection with the administration of the
         Trust, unless resulting from the negligence or willful misconduct of
         Trustee. To the extent the Company fails to make any payment on account
         of an indemnity provided in this paragraph 10(b), in a reasonably
         timely manner, the Trustee may obtain payment from the Trust. If the
         Trustee undertakes or defends any litigation arising in connection with
         this Trust or to protect a Participant's or Beneficiary's rights under
         the Arrangements, the Company agrees to indemnify the Trustee against
         the Trustee's costs, reasonable expenses and liabilities (including,
         without limitation, attorneys' fees and expenses) relating thereto and
         to be primarily liable for such payments. If the Company does not pay
         such costs, expenses and liabilities in a reasonably timely manner, the
         Trustee may obtain payment from the Trust.



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(c)      Prior to a Change of Control, the Trustee may consult with legal
         counsel (who may also be counsel for the Company generally) with
         respect to any of its duties or obligations hereunder. Following a
         Change of Control, the Trustee may select independent legal counsel and
         may consult with counsel or other experts with respect to its duties
         and with respect to the rights of Participants or their Beneficiaries
         under the Arrangements.

(d)      The Trustee may hire agents, accountants, actuaries, investment
         advisors, financial consultants or other professionals to assist it in
         performing any of its duties or obligations hereunder and may rely on
         any determinations made by such agents and information provided to it
         by the Company.

(e)      The Trustee shall have, without exclusion, all powers conferred on the
         Trustee by applicable law, unless expressly provided otherwise herein.

(f)      Notwithstanding any powers granted to the Trustee pursuant to this
         Trust Agreement or to applicable law, the Trustee shall not have any
         power that could give this Trust the objective of carrying on a
         business and dividing the gains therefrom, within the meaning of
         section 301.7701-2 of the Procedure and Administrative Regulations
         promulgated pursuant to the Internal Revenue Code.

SECTION 11.        COMPENSATION AND EXPENSES OF THE TRUSTEE

The Trustee's compensation shall be as agreed in writing from time to time by
the Company and the Trustee. The Company shall pay all administrative expenses
and the Trustee's fees and shall promptly reimburse the Trustee for any fees and
expenses of its agents. If not so paid within thirty days of being invoiced, the
fees and expenses shall be paid from the Trust. To the extent such fees and
expenses are charged against the Trust, the Company shall immediately deposit in
the Trust an amount equal to the fees and expenses charged by the Trustee.

SECTION 12.        RESIGNATION AND REMOVAL OF THE TRUSTEE

(a)      Prior to a Change of Control, the Trustee may resign at any time by
         written notice to the Company, which shall be effective sixty (60) days
         after receipt of such notice unless the Company and the Trustee agree
         otherwise. Following a Change of Control, the Trustee may resign only
         after the appointment of a successor Trustee.

(b)      The Trustee may be removed by the Company on sixty days (60) days
         notice or upon shorter notice accepted by the Trustee prior to a Change
         of Control. Subsequent to a Change of Control, the Trustee may only be
         removed by the Company with the consent of a majority of the
         Participants.

(c)      If the Trustee resigns within two years after a Change of Control, as
         defined herein, the Company or, if the Company fails to act within a
         reasonable period of time following such resignation, the Trustee shall
         apply at the expense of the Company to a court of competent
         jurisdiction for the appointment of a successor Trustee or for
         instructions.



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<PAGE>

(d)      Upon resignation or removal of the Trustee and appointment of a
         successor Trustee, all assets shall subsequently be transferred to the
         successor Trustee. The transfer shall be completed within sixty (60)
         days after receipt of acceptance of an appointment as trustee by a
         successor trustee, unless the Company extends the time limit.

(e)      If the Trustee resigns or is removed, a successor shall be appointed by
         the Company, in accordance with Section 13 hereof, by the effective
         date of resignation or removal under paragraph(s) (a) or (b) of this
         section. If no such appointment has been made, the Trustee may apply to
         a court of competent jurisdiction for appointment of a successor or for
         instructions. All expenses of the Trustee in connection with the
         proceeding shall be allowed as administrative expenses of the Trust.

SECTION 13.        APPOINTMENT OF SUCCESSOR

(a)      If the Trustee resigns or is removed in accordance with Section 12 (a)
         or (b) hereof, the Company may appoint, subject to Section 12, another
         bank, not an affiliate of the Company or any other grantor, or any
         third party national banking association with a market capitalization
         exceeding $5 billion to replace the Trustee upon resignation or
         removal. The successor Trustee shall have all of the rights and powers
         of the former Trustee, including ownership rights in the Trust. The
         former Trustee shall execute any instrument necessary or reasonably
         requested by the Company or the successor Trustee to evidence the
         transfer.

(b)      The successor Trustee need not examine the records and acts of any
         prior Trustee and may retain or dispose of existing Trust assets,
         subject to Section 8 and 9 hereof. The successor Trustee shall not be
         responsible for and the Company shall indemnify and defend the
         successor Trustee from any claim or liability resulting from any action
         or inaction of any prior Trustee or from any other past event, or any
         condition existing at the time it becomes successor Trustee.

SECTION 14.        AMENDMENT OR TERMINATION

(a)      This Trust Agreement may be amended by a written instrument executed by
         the Trustee and the Company. Notwithstanding the foregoing, no such
         amendment shall conflict with the terms of the Arrangements or shall
         make the Trust revocable after it has become irrevocable in accordance
         with Section 1 (c) hereof.

(b)      The Trust shall not terminate until the date on which Participants and
         their Beneficiaries have received all of the benefits due to them, or
         all required premiums have been paid to the Insurance Company,
         whichever occurs earlier, under the terms and conditions of the
         Arrangements and all fees and expenses of the Trust have been paid.

(c)      Upon written approval of all remaining Participants or Beneficiaries
         entitled to payment of benefits, the Company may terminate this Trust
         prior to the time all benefit payments under the Arrangements have been
         made. All assets in the Trust at termination shall be




                                       11
<PAGE>

         returned to the Company after payment of all fees and expenses of the
         Trust.

(d)      This Trust Agreement may not be amended or terminated by the Company
         for two (2) years following a Change of Control without the written
         consent of a majority of the Participants except, if in the opinion of
         counsel satisfactory to the Trustee, such amendment is necessary to
         maintain the tax status of this Trust, the deferred compensation status
         of the Arrangements, or the applicability of the Employee Retirement
         Income Security Act of 1974, as amended, to this Trust.

SECTION 15.        CHANGE OF CONTROL

(a)      For purposes of this Trust, Change of Control shall mean:

         (1)      The Company is merged, consolidated or reorganized into or
                  with another corporation or other legal person, and as a
                  result of such merger, consolidation or reorganization less
                  than a majority of the combined voting power of the
                  then-outstanding securities of such corporation or person
                  immediately after such transaction are held in the aggregate
                  by the holders of Voting Stock (as that term is hereafter
                  defined) of the Company immediately prior to such transaction;

         (2)      The Company sells or otherwise transfers all or substantially
                  all of its assets to another corporation or other legal
                  person, and as a result of such sale or transfer less than a
                  majority of the combined voting power of the then-outstanding
                  securities of such corporation or person immediately after
                  such sale or transfer is held in the aggregate by the holders
                  of Voting Stock of the Company immediately prior to such sale
                  or transfer;

         (3)      There is a report filed on Schedule 13D or Schedule 14D-1 (or
                  any successor schedule, form or report) each as promulgated
                  pursuant to the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act") disclosing that (x) any person (as the
                  term "person" is used in Section 13(d)(3) or Section 14(d)(2)
                  of the Exchange Act) has become the beneficial owner (as the
                  term "beneficial owner" is defined under Rule 13d-3 or any
                  successor rule or regulation promulgated under the Exchange
                  Act) or securities representing 15% or more of the combined
                  voting power of the then-outstanding securities entitled to
                  vote generally in the election of directors of the Company
                  ("Voting Stock"), or (y) any person has, during any period,
                  increased the number of shares of Voting Stock beneficially
                  owned by such person by an amount equal to or greater than 5%
                  of the outstanding shares of Voting Stock; provided, however,
                  that transfers of shares of Voting Stock between a person and
                  the affiliates or associates (as such terms are defined under
                  Rule 12b-2 or any successor rule or regulation promulgated
                  under the Exchange Act) of such person shall not be considered
                  in determining any increase in the number of shares of Voting
                  Stock beneficially owned by such person;

         (4)      The Company files a report or proxy statement with the
                  Securities and Exchange Commission pursuant to the Exchange
                  Act disclosing in response to Form 8-K or




                                       12
<PAGE>

                  Schedule 14A (or any successor schedule; form or report or
                  item therein) that a change in control of the Company has
                  occurred or will occur in the future pursuant to any
                  then-existing contract or transaction; or

         (5)      If, during any period of two consecutive years, individuals
                  who at the beginning of any such period constitute the
                  Directors of the Company cease for any reason to constitute at
                  least a majority thereof; provided, however, that for purposes
                  of this clause (5) each Director who is first elected, or
                  first nominated for election by the Company's stockholders, by
                  a vote of at least two-thirds of the Directors of the Company
                  (or a committee thereof) then still in office who were
                  Directors of the Company at the beginning of any such period
                  will be deemed to have been a Director of the company at the
                  beginning of such period.

         Notwithstanding the foregoing provisions of Sections (3) or (4) unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" shall not be deemed to have occurred for purposes of Sections (3) or
(4) solely because (1) the Company, (2) an entity in which the Company directly
or indirectly beneficially owns 50% or more of the voting securities (a
"Subsidiary"), or (3) any employee stock ownership plan or any other employee
benefit plan of the Company or any Subsidiary either files or becomes obligated
to file a report or a proxy statement under or in response to Schedule 13D,
Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) under the Exchange Act disclosing a beneficial ownership
by it of shares of Voting Stock, whether in excess of 15% or otherwise, or
because the Company reports that a change in control of the Company has occurred
or will occur in the future by reason of such beneficial ownership.

(b)      The General Counsel of the Company shall have the specific authority to
         determine whether a Change of Control has transpired under the guidance
         of Section 15(a) and shall be required to give the Trustee notice of a
         Change of Control. The Trustee shall be entitled to rely upon such
         notice, but if the Trustee receives notice of a Change of Control from
         another source, the Trustee shall, in its sole and absolute discretion,
         make its own independent determination after notifying the General
         Counsel of the Company and allowing five business days for a response.

SECTION 16.        COMMUNICATIONS

(a)      Communications to the Company shall be addressed to Wolverine Tube,
         Inc., 200 Clinton Avenue, Suite 1000, Huntsville, AL 35801, Attention:
         General Counsel; provided, however, that upon the Company's written
         request, such communications shall be sent to such other address as the
         Company may specify.

(b)      Communications to the Trustee shall be addressed to AmSouth Bank, 1901
         6th Avenue North; Birmingham, Alabama 35203, Attention: Retirement
         Services Group; provided, however, that upon the Trustee's written
         request, such communications shall be sent to such other address as the
         Trustee may specify.

(c)      No communication shall be binding on the Trustee until it is received
         by the Trustee, no



                                       13
<PAGE>

         communication shall be binding on the Company until it is received by
         the Company, and no communication shall be binding on any participant
         or beneficiary until it is received by the participant or beneficiary.

(d)      Any action of the Company pursuant to this Trust Agreement, including
         all orders, requests, directions, instructions, approvals and
         objections of the Company to the Trustee, shall be in writing, signed
         on behalf of the Company by any duly authorized officer of the Company.
         Any action by any Participant or Beneficiary shall be in writing. The
         Trustee may rely on, and will be fully protected with respect to any
         such action taken or omitted in reliance on, any information, order
         request, direction, instruction, approval, objection, and list
         delivered to the Trustee by the Company or, to the extent applicable
         under this Trust Agreement, by a participant or beneficiary.

SECTION 17.        MISCELLANEOUS

(a)      Any provision of this Trust Agreement prohibited by law shall be
         ineffective to the extent of any such prohibition, without invalidating
         the remaining provisions hereof.

(b)      The Company hereby represents and warrants that all of the Arrangements
         have been established, maintained and administered in accordance with
         all applicable laws, including without limitation, ERISA. The Company
         hereby indemnifies and agrees to hold the Trustee harmless from all
         liabilities, including attorney's fees, relating to or arising out of
         the establishment, maintenance and administration of the Arrangements.
         To the extent the Company does not pay any of such liabilities in a
         reasonably timely manner, the Trustee may obtain payment from the
         Trust.

(c)      Benefits payable to Participants and their Beneficiaries under this
         Trust Agreement may not be anticipated, assigned (either at law or in
         equity), alienated, pledged, encumbered or subjected to attachment,
         garnishment, levy, execution or other legal or equitable process.

(d)      This Trust Agreement and the Trust established hereunder shall be
         governed by and construed, enforced, and administered in accordance
         with the laws of the State of Alabama, and the Trustee shall be liable
         to account only in the courts of the State of Alabama.

(e)      This Trust Agreement shall be binding upon and inure to the benefit of
         the Company and the Trustee and their respective successors and assigns
         and the personal representatives of individuals.

(f)      Each Participant or Beneficiary shall file with the Trustee such
         pertinent information concerning himself, and any other person as the
         Trustee shall specify, and the participant or beneficiary shall have no
         rights nor be entitled to any benefits under the Trust unless such
         information is filed by or with respect to him.

(g)      In addition to any returns required by the Trustee by law, the Trustee
         shall prepare and file such tax reports and other returns as the
         Company and the Trustee may from time to time agree.



                                       14
<PAGE>

(h)      Any corporation into which the Trustee may be merged or with which it
         may be consolidated, or any corporation resulting from any merger,
         reorganization or consolidation to which the Trustee may be a party, or
         any corporation to which all or substantially all the trust business of
         the Trustee may be transferred shall be the successor of the Trustee
         hereunder without the execution of filing of any instrument or the
         performance of any act.

(i)      Titles to the Sections of this Trust Agreement are included for
         convenience only and shall not control the meaning or interpretation of
         any provision of this Trust Agreement.

(j)      This Trust Agreement may be executed in any number of counterparts,
         each of which shall be deemed to be the original although the others
         shall not be produced.

IN WITNESS WHEREOF, this Grantor Trust Agreement has been executed on behalf of
the parties hereto on the day and year first above written.

                                       WOLVERINE TUBE, INC.

                                       By
                                          --------------------------------------
ATTEST:

                                       Its:
-----------------------------------        -------------------------------------
Secretary

       [Corporate Seal]

                                       AMSOUTH BANK

                                       By:
                                          --------------------------------------
ATTEST:

                                       Its:
-----------------------------------        -------------------------------------
Secretary

       [Corporate Seal]





                                       15
<PAGE>


                                  ATTACHMENT A

None















                                       16
<PAGE>


                        ATTACHMENT B (as revised in 2003)



1)       Change of Control Severance/Non-Compete Agreements with the following:

         a)       Dennis Horowitz

         b)       James Deason

         c)       Johann R. Manning

         d)       Keith Weil

         e)       Massoud Neshan

         f)       John Van Gerwen

         g)       Garry Johnson

         h)       Tom Morton

         i)       Harold Culbert

2)       Wolverine Tube, Inc. Supplemental Benefit Restoration Plan (1/1/94)

3)       Wolverine Tube, Inc. 2002 Supplemental Executive Retirement Plan








                                       17