Exhibit 10.30




                    INITIAL COLLECTIVE BARGAINING AGREEMENTS
                   ("ICBA") BETWEEN MAVERICK TUBE CORPORATION
               AND THE USWA TO BE APPLICABLE AS NOTED AT THE USWA
               BARGAINING UNITS AT THE COUNCE, TN, YOUNGSTOWN, OH,
                              AND ELYRIA, OH PLANTS


                        ENTERED INTO: ____________, 2002

                        EFFECTIVE DATE: ___________, 2002
<PAGE>
                                TABLE OF CONTENTS

Article                                 Section  Page

           AGREEMENT...........................    10

ONE        PURPOSE AND
           INTENT OF AGREEMENT
           Purpose.............................1   11
           Observance..........................2   13

TWO        RECOGNITION
           Employee Defined....................1   13
           Disputed Exclusions.................2   13
           Supervisors Working.................3   14

THREE      SENIORITY
           Promotions and Layoffs..............1   15
           Units...............................2   16
           Continuous Service Record...........3   17
           Probationary Employees..............4   20
           Temporary Vacancies.................5   21
           Distribution of Work................6   21
           Filling of Vacancies................7   22
           Union Officers......................8   22
           Leaves for Union Business...........9   23
           Continuous Service Lists............10  24
           Veteran Limitation..................11  24

FOUR       RIGHTS OF EMPLOYER..................    24

FIVE       ADJUSTMENT OF COMPLAINTS
           AND GRIEVANCES
           Purpose and Definition..............1   25
           Processing of Grievances and
           Complaints..........................2   25
           General Provisions                  3   27
<PAGE>
                                TABLE OF CONTENTS

Article                                 Section  Page

SIX        SUSPENSION AND DISCHARGE
           OF EMPLOYEES........................    31

SEVEN      NO STRIKE - NO LOCKOUT..............    32


EIGHT      SAFETY AND HEALTH
           General Provisions.................1    32
           Unusual Conditions.................2    35
           Joint Safety and Health Committee..3    36
           Use of Disciplinary Records........4    40
           Alcoholism and Drug Abuse..........5    40
           Safety and Health Training.........6    41
           Medical Records....................7    42

NINE       COMPANY AND UNION ACTIVITY
           Interference or Discrimination.....1    43
           Union Activity.....................2    43
           Intimidation or Coercion...........3    43
           Nondiscrimination..................4    44
           Civil Rights Committee.............5    44

TEN        EMPLOYEES IN MILITARY SERVICE
           Reemployment.......................1    45
           Training Programs..................2    46
           Leave of Absence...................3    46
           Educational Leave of Absence.......4    46
           Disabled Veterans..................5    47
           Vacations..........................6    47
           Military Encampment Allowance......7    48

ELEVEN     HOURS OF WORK AND OVERTIME
           Definitions........................1    48
           Reporting Pay......................2    49
           Overtime...........................3    51
<PAGE>
                                TABLE OF CONTENTS

Article                                 Section  Page

ELEVEN     HOURS OF WORK AND
           OVERTIME (Continued)
           Allowance for Jury or Witness
            Service...........................4    54
           Allowance for Funeral Leave........5    54

TWELVE     VACATIONS
           Eligibility........................1    55
           Benefits Forfeited.................2    56
           Service Date.......................3    57
           Length of Vacations................4    57
           Scheduling.........................5    60
           Vacation Pay or Allowance..........6    61

THIRTEEN  HOLIDAYS
           Holidays Enumerated................1    64
           Pay for Holidays Not Worked........2    65
           Vacation...........................3    66
           Part-Time Employee.................4    67
           Rate of Pay........................5    67
           Part-Shift Work on Holiday.........6    68

FOURTEEN  WAGES
           Standard Hourly Wage Scales........1    68
           Application of the Standard
            Hourly Wage Scales................2    71
           Production and Maintenance Jobs....3    71
           Trade, Craft or Multiple-Rated
            Jobs..............................4    71
           Learner Jobs.......................5    72

           Inadequate Complaints or
           Grievances Prohibited               7   77
<PAGE>
                                TABLE OF CONTENTS

Article                                 Section  Page

FOURTEEN WAGES (Continued)
           Correction of Errors...............8    77
           Shift Differentials................9    77
           Sunday Premium....................10    78



FIFTEEN    CHECKOFF............................    84

SIXTEEN    SEVERANCE ALLOWANCE
           Permanent Closing..................1    85
           Eligibility........................2    86
           Benefits...........................3    86
           Duplication........................4    87

           Election Concerning Layoff
            Status............................6    88
           Payment of Allowance...............7    89

SEVENTEEN  SUB
           GRIEVANCES..........................    89

EIGHTEEN

NINETEEN   TERM OF AGREEMENT...................    94
<PAGE>

APPENDIX   STANDARD HOURLY
       A      WAGE SCALES OF
                RATES..........................    97
              LETTER AGREEMENT
                CONCERNING SAFETY
                 SHOE ALLOWANCE................   100

              LETTER AGREEMENT
               CONCERNING A
                GAINSHARING PLAN...............   105

              LETTER AGREEMENT
                CONCERNING MAINTENANCE
                EFFICIENCIES...................   114

              LETTER AGREEMENT
                CONCERNING CERTAIN
                MATTERS PERTAINING TO
                SAFETY AND HEALTH..............   118

              LETTER AGREEMENT
                CONCERNING VACATION............   124

              LETTER AGREEMENT
                CONCERNING ADJUSTMENT
                OF COMPLAINTS AND
                GRIEVANCES.....................   126

              LETTER AGREEMENT
                CONCERNING CHECK OFF...........   139

              LETTER AGREEMENT
                CONCERNING LEAVES OF
                ABSENCE FOR INTERNATION-
                AL UNION EMPLOYEES.............   146

              LETTER AGREEMENT
                CONCERNING
                UNINTERRUPTED
                OPERATIONS.....................   149

              LETTER AGREEMENT
                CONCERNING SUMMER
                STUDENT EMPLOYMENT.............   153



ADDITIONAL MATTERS - YOUNGSTOWN,  OHIO PLANT ADDITIONAL  MATTERS - ELYRIA,  OHIO
PLANT ADDITIONAL MATTERS - SUCCESSORSHIP - ALL THREE PLANTS ADDITIONAL MATTERS -
401(K) PLANS - ALL THREE PLANTS ADDITIONAL MATTERS - HEALTHCARE,  LIFE INSURANCE
AND LTD PLANS - ALL  THREE  PLANTS  ADDITIONAL  MATTERS  -  HEALTHCARE  AND LIFE
INSURANCE DURING LAYOFF - ALL THREE PLANTS ADDITIONAL MATTERS - EMPLOYEES OF LTV
WHO DO NOT BECOME EMPLOYEES OF MAVERICK - ALL THREE PLANTS ADDITIONAL  MATTERS -
CONTRACTING  OUT - ALL THREE PLANTS  ADDITIONAL  MATTERS - INSTITUTE  FOR CAREER
DEVELOPMENT - ALL THREE PLANTS  ADDITIONAL  MATTERS -  RATIFICATION  BONUS - ALL
THREE PLANTS  ADDITIONAL  MATTERS - NEW EMPLOYEE  ORIENTATION - ALL THREE PLANTS
ADDITIONAL  MATTERS - COUNCE  GAINSHARING  PLAN - COUNCE  PLANT ONLY  ADDITIONAL
MATTERS - SUB PLANS - ALL THREE PLANTS ADDITIONAL MATTERS - SETTLEMENT AGREEMENT
TO THIS INITIAL COLLECTIVE BARGAINING AGREEMENT ("ICBA") - ALL THREE PLANTS
<PAGE>

                                    AGREEMENT


     This  Agreement,  dated  ____________,  2002 is between The  Maverick  Tube
Corporation, Counce, Tennessee Plant (hereinafter referred to as the "Company"),
acting herein only in respect to employees of the Company in the bargaining unit
set  forth  in  Article  Two -  Recognition  - of  this  Agreement,  and  United
Steelworkers  of America,  on behalf of Local Union No. 7573,  or its  successor
(hereinafter referred to as the "Union").

     Except as otherwise  expressly  provided  herein,  the  provisions  of this
Agreement shall be effective -____________, 2002.

     The Union  having  been  designated  the  exclusive  collective  bargaining
representative  of the  Employees  of the  Company as  defined in Article  Two -
Recognition,  the Company recognizes the Union as such exclusive representative.
Accordingly,  the Union makes this  Agreement in its  capacity as the  exclusive
collective bargaining  representative of such Employees.  The provisions of this
Agreement constitute the sole procedure for the processing and settlement of any
claim  by an  Employee  or the  Union  of a  violation  by the  Company  of this
Agreement.  As the  representative  of  the  Employees  the  Union  may  process
complaints  and  grievances  through  the  complaint  and  grievance  procedure,
including arbitration, in accordance with this Agreement or adjust or settle the
same.


                  ARTICLE ONE - PURPOSE AND INTENT OF AGREEMENT

SECTION 1 - PURPOSE

A.   It is the purpose of this Agreement to set forth the rates of pay, hours of
     work,  and terms and  conditions of  employment  of the  Employees  covered
     hereunder,  to secure orderly collective  bargaining  relations between the
     Company  and the  Union,  to  insure  a  prompt  and  fair  disposition  of
     grievances,  and to  eliminate  interruptions  and  interference  with  the
     efficient  operation of the Company's  business.  Accordingly,  the parties
     acknowledge that during the negotiations  which resulted in this Agreement,
     each had the unlimited  right and opportunity to make demands and proposals
     with  respect to any  subject or matter not removed by law from the area of
     collective  bargaining,  and that all of the  understandings and agreements
     arrived at by the parties after the exercise of that right and  opportunity
     are set forth in this Agreement. The Company and the Union, during the term
     hereof,  each  voluntarily  and  unqualifiedly  waives the right,  and each
     agrees that the other shall not be obligated,  to bargain collectively with
     respect to any subject or matter  specifically  referred  to, or covered in
     this  Agreement,  even though such subject  matter may not have been within
     the knowledge or contemplation of either or both of the parties at the time
     that  they  negotiated  or  signed  this  Agreement.  It is also  expressly
     understood  that no term or provision  hereof  shall be enlarged,  altered,
     changed or varied, whether by oral arrangement,  interpretation of language
     or  otherwise  except by an  instrument  in writing,  duly  executed by the
     parties hereto, and that no inferences of intent on the part of the Company
     or the Union not expressly stated may be made.

B.   Officials  respectively  representing  the Company and the Union may,  from
     time to time  during the life of this  Agreement,  at the request of either
     and  at  the  mutual   convenience   of  both,   meet  to  appraise   their
     administration  of this  Agreement,  to  analyze  influences  which  may be
     impairing the  attainment of their joint goal and to improve  understanding
     between their respective representatives and among Employees. Such meetings
     shall not be for the purpose of conducting continuing collective bargaining
     negotiations,  nor in any  way to  modify,  add to,  or  detract  from  the
     provisions of this Agreement, and any differences of opinion arising out of
     such  meetings  shall  not be  subject  to the  grievance  and  arbitration
     provisions hereof.

C.   The parties recognize that for their joint benefit,  increases in wages and
     benefits should be consistent with the long-term  prosperity and efficiency
     of the pipe industry.

SECTION 2 - OBSERVANCE

     The  Union  (its  officers  and  representatives  at all  levels)  and  all
Employees are bound to observe the provisions of this Agreement.

     The Company (its  officers and  representatives  at all levels) is bound to
observe the provisions of this Agreement.

                            ARTICLE TWO - RECOGNITION

SECTION 1 - EMPLOYEE DEFINED

     The  term  Employee  as used in  this  Agreement  shall  mean  all  regular
production  and  maintenance  Employees  of the Company  employed at its Counce,
Tennessee Plant, excluding office clerical employees and professional employees,
guards and  supervisors  as  defined  in the  National  Labor  Relations  Act as
amended.  Notwithstanding  any provisions of any prior LTV/USWA labor  agreement
applicable to the Counce,  Tennessee,  Youngstown,  Ohio and Elyria, Ohio plants
Employees are: (1) persons  actually  performing work on a job in the bargaining
unit the pay period immediately preceding the Closing; and (2) persons who would
be actually  performing  work in a job in the bargaining  unit in the pay period
immediately  preceding  the  Closing  but who are  absent  from work in such pay
period  because  of  scheduled  vacation,  funeral  leave,  military  service or
encampment or other authorized absence for which absence the person continued to
receive  his/her  regular  wage in such  pay  period;  and (3) such  persons  as
described in provisions (1) or (2) who has not quit, retired or otherwise ceased
active  employment  with LTV as of the day  before  the  Closing  and who accept
employment  with  Maverick  and  who  actually  perform  work  in a job  in  the
bargaining unit after Closing.  Closing as used in this provision means the date
on which Maverick Tube  Corporation  became the owner and operator of the assets
of the  Ferndale  plant and the  Employer  of  Employees  covered  by this labor
agreement.

SECTION 2 - DISPUTED EXCLUSIONS

     Any  differences  which shall arise between the Company and the Union as to
whether or not any  individual  employee is or is not  included  within the term
"Employee"  as defined in this  Article Two shall be handled as a  complaint  or
grievance  in  accordance  with  the  procedure  set  forth in  Article  Five --
Adjustment of Complaints and Grievances -- of this Agreement.

SECTION 3 -- SUPERVISORS WORKING

     Any  supervisor  at the plant  shall  not  perform  work on a job  normally
performed by an Employee in the bargaining unit at the plant: provided, however,
this provision  shall not be construed to prohibit  supervisors  from performing
the following types of work:

(a)  experimental work:

(b)  demonstration  work performed for the purpose of  instructing  and training
     Employees:

(c)  work required of the  supervisors  by emergency  conditions  which,  if not
     performed, might result in interference with operations,  bodily injury, or
     loss or damage to material or equipment: and

(d)  work which, under the circumstances then existing, it would be unreasonable
     to assign to a bargaining unit Employee and which is negligible in amount.

     Work which is incidental to supervisory  duties on a job normally performed
by a supervisor,  even though  similar to duties found in jobs in the bargaining
unit, shall not be affected by this provision.

     If a  supervisor  performs  work in  violation  of this  Section  3 and the
Employee  who  otherwise  would  have  performed  this  work can  reasonably  be
identified,  the Company shall pay such Employee the applicable  standard hourly
wage scale rate for the time involved or for four hours, whichever is greater.

                            ARTICLE THREE - SENIORITY

     [The text for  Article  Three  which  follows is for the Counce  bargaining
unit. For the Youngstown (P&M and O&C) and Elyria plant  bargaining  units,  the
Article concerning Seniority of each respective LTV/USWA labor agreement for the
bargaining  unit as last  negotiated  is agreed to be used.  Employees  hired by
Maverick  are to retain  and have the  seniority  each had under the  applicable
LTV/USWA labor agreement as of the day before Closing.]

SECTION 1 - PROMOTIONS AND LAYOFFS

     The parties  recognize  that  promotional  opportunity  and job security in
event of  promotions,  decrease of forces,  and  recalls  after  layoffs  should
increase  in  proportion  to  length  of  continuous  service,  and  that in the
administration of this Section the intent will be that wherever practicable full
consideration shall be given continuous service in such cases.

     In  recognition,  however,  of the  responsibility  of  Management  for the
efficient operation of this plant, it is understood and agreed that in all cases
of:

(1)  Promotion (except promotions to positions excluded from the bargaining unit
     set forth in this Agreement),  the following  factors as listed below shall
     be  considered:  however,  only where  factors  (a) and (b) are  relatively
     equal, shall length of continuous service be the determining factor:

     (a) ability to perform the work:

     (b) physical fitness

     (c) continuous service

(2)  Decrease  in forces or recalls  after  layoffs,  the  following  factors as
     listed below shall be considered:  however, only where both factors (a) and
     (b) are  relatively  equal,  shall  continuous  service be the  determining
     factor:

     (a) ability to perform the work:

     (b) physical fitness:

     (c) continuous service.

     Nothing in this Section shall prevent  Plant  Management  and the Grievance
Committee from mutually  agreeing to fill an equal or lower job in a promotional
sequence with a senior  Employee:  nor from executing an agreement in writing to
provide an opportunity to any Employee displaced in the course of a reduction of
forces from  exercising his seniority to the extent  appropriate to obtain a job
paying  higher  earnings;  provided such  Employee is otherwise  qualified  with
respect to relative ability to perform the work and relative to physical fitness
as provided  above.  Plant  Management and the Grievance  Committee may mutually
agree to provide training for Employees disabled in the plant and to assign them
to  vacancies  for  which  they are  qualified  on the  basis of such  seniority
arrangements as they may determine.

     Employees  hired by Maverick are to retain and have the seniority  each had
under  the  USWA/LTV  labor  agreement  for the plant as of the day  before  the
Closing.

SECTION 2 - UNITS

     The existing  seniority  units,  job progression and regression  charts and
rules and regulations governing their application, to which the factors referred
to in Section 1 of this  Article  Three  shall be  applied,  have been  mutually
agreed upon by Plant Management and the Grievance  Committee at the plant.  This
agreement  shall  remain in effect  unless and until  modified by local  written
agreement  signed by Management  and the Chairman and Secretary of the Grievance
Committee of the Local Union. Hereafter,  local seniority agreements,  including
agreements covering  departments or units thereof,  shall be signed on behalf of
the Union by the Chairman and Secretary of the Grievance  Committee of the Local
Union, and shall be posted in the Plant.

     In any  case in which  local  agreement  cannot  be  consummated  as to the
seniority unit in which a new job or new jobs, including those in new, merged or
transferred operations,  are to be placed.  Management shall include such job or
jobs in the most appropriate seniority unit, or, if more appropriate,  establish
a new seniority unit,  subject to the complaint and grievance  procedure of this
Agreement.

     Provided,  however,  the parties agree after Closing to negotiate  with the
purpose of reaching  mutual  agreement  with  respect to reducing  the number of
departments and units and streamlining job progression and regression charts.

SECTION  3 - CONTINUOUS SERVICE RECORD

     The  continuous  service  record of any  Employer  shall be  determined  as
follows:

(a)  Each present Employee shall have such continuous service record as is shown
     on the employment  records of the Company for such  Employee,  and he shall
     accumulate  additional  continuous service in accordance with Sub-paragraph
     (c) below,  until his  continuous  service  record shall be broken in which
     event  his  continuous  service  record  shall  end  and be  canceled.  All
     continuous  service dates shown on the original  roster posted  January 29,
     1970 shall be considered as correct.

(b)  Each new Employee and each person  rehired  after the  cancellation  of his
     continuous service record shall accumulate  continuous service from date of
     such  hiring  or  rehiring,   as  the  case  may  be,  in  accordance  with
     Sub-paragraph (c) below,  until his continuous service record is broken, in
     which event his continuous service record shall end and be canceled.

(c)  The rules for  determining a break in a continuous  service  record,  which
     were  adopted  in the  Agreement  of May 13,  1969  and the  Memorandum  of
     Agreement of July 16,  1969,  shall  continue to be used to  determine  the
     occurrence  of a break in a continuous  service  record prior to August 25,
     1972. From August 25, 1972,  forward,  the following rules shall be used to
     determine a break in a continuous service record:

     (1)  Voluntarily quitting the service:

     (2)  Discharge  from the service,  provided that if the Employee is rehired
          within 6 months the break in continuous service shall be removed:

     (3)  Failure  to report to work,  following  a layoff or leave of  absence,
          within 3 days after receipt of  notification  to do so, such notice to
          be given at the last known address of the Employee:

     (4)  Absence in excess of 2 years,  except as provided in Sub-paragraph (5)
          below:

     (5)  Absence due either to layoff or physical  disability,  or both,  which
          continues beyond the period specified in this  Sub-paragraph  (c) (5).
          If an Employee is absent because of layoff or nonoccupational physical
          disability,  or both,  in excess of two years,  he shall  continue  to
          accumulate  continuous  service  during such absence for an additional
          period equal to (i) 3 years, or (ii) the excess, if any, of his length
          of continuous  service at  commencement  of such absence over 2 years,
          whichever is less. Any  accumulation  in excess of 2 years during such
          absence shall be counted,  however,  only for purposes of this Article
          Three, including local agreements thereunder, and shall not be counted
          for any other  purpose under this or any other  agreement  between the
          Company  and the  International  Union.  In  order to avoid a break in
          service within the above period after an absence in excess of 2 years,
          an  Employee  absent  because  of layoff or  nonoccupational  physical
          disability, or both, must report for work promptly upon termination of
          either cause, provided, in the case of layoff, an Employee must report
          for work  within the time limit  provided  in  Subsection  (c) of this
          Section  (3)  provided  further  that the  Company has mailed a recall
          notice to the last address  furnished to the Company by the  Employee.
          An Employee absent because of a compensable disability incurred during
          the course of employment shall accumulate continuous service, provided
          such person is returned to work within 30 calendar  days after the end
          of the  period  for which he is  unemployed  and for  which  workmen's
          compensation is payable to him:

     (6)  Termination in accordance with Article Sixteen - Severance Allowance.

     Seniority  under LTV/USWA  agreements to be retained and recognized at each
plant for employees hired by Maverick.

SECTION  4 - PROBATIONARY  EMPLOYEES

     New  Employees  and those hired after a break in continuity of service will
be regarded as probationary Employees for the first 520 hours of actual work and
will receive no  continuous  service  credit  during such  period.  For all such
employees  hired  after  August 1, 1999,  the  probationary  period  will be one
thousand (1000) hours. Probationary Employees may initiate complaints under this
Agreement  but  may be laid  off or  discharged  as  exclusively  determined  by
Management  provided  that this will not be used for purposes of  discrimination
because of race,  color,  religious creed,  national origin or sex or because of
membership in the Union.  Probationary Employees continued in the service of the
Company  subsequent  to the first 520 (or one thousand  (1000))  hours of actual
work shall receive full continuous  service credit from date of original hiring.
Where a probationary  Employee is relieved from work because of lack of work and
his employment status terminated in connection therewith, and he is subsequently
rehired at the same plant within one year from the date of such termination, the
hours of actual work accumulated by such probationary  Employee during his first
employment  shall be added to the hours of actual  work  accumulated  during his
second  employment  in  determining  when the Employee has completed 520 (or one
thousand (1000)) hours of actual work;  provided,  however,  that should such an
Employee  complete  520  (or  one  thousand  (1000))  hours  of  actual  work in
accordance  with his sentence,  his continuous  service date will be the date of
hire of his second hiring.  If, however,  such an Employee is rehired within two
weeks of his last  termination  from  employment  at the plant,  his  continuous
service date will be the date of hire for his prior employment.

SECTION  5 - TEMPORARY  VACANCIES

     In the case of a temporary  vacancy  exceeding 5 days  involving  temporary
reassignment  of Employees  within a seniority  unit, the Company shall,  to the
greatest  degree  consistent  with  efficiency  of the  operation  and safety of
Employees,  fill such vacancy by assigning thereto the Employee whose continuous
service or progression chart standing entitles him to the next consideration for
promotion  to such job. Any time spent in filling  such  temporary  vacancy of 5
days or less shall not be used to the detriment of himself or of other Employees
when making a selection to fill a permanent vacancy.

SECTION  6 - DISTRIBUTION OF  WORK

     In the event a decrease of work,  other than decreases which may occur from
day to day,  results in the reduction to an average of 32 hours per week for the
Employees in the seniority unit and a further decrease of work appears imminent,
which in the  Company's  judgment may  continue for an extended  period and will
necessitate  a  decrease  of  force or a  reduction  in  hours  worked  for such
Employees below an average of 32 hours per week, the Management of the plant and
the  Grievance  Committee  will  confer in an  attempt  to agree as to whether a
decrease of force shall be effected in accordance with this Article Three or the
available  hours of work shall be distributed as equally among such Employees as
is practicable with due regard for the particular skills and abilities  required
to perform the available work. In the event of  disagreement,  Management  shall
not divide the work on a basis of less than 32 hours per week.

SECTION  7 - FILLING  OF  VACANCIES

     When a vacancy (other than a temporary vacancy) develops, or is expected to
develop, in the promotional line in any seniority unit, Management shall, to the
greatest degrees  practicable,  post notice of such vacancy,  or job assignments
where such is the present practice, for such period of time, in such manner, and
at such places as may be appropriate at the plant.

     Employees  in the  seniority  unit who wish to apply  for such  vacancy  or
expected  vacancy may do so in writing in  accordance  with rules  developed  by
Management at the plant.

     Management  shall,  if in its judgment there are  applicants  qualified for
such  vacancy or  expected  vacancy,  fill same from among  such  applicants  in
accordance with the provisions of Sections 1 and 2 of this Article Three.

SECTION 8 - UNION OFFICERS

     When  Management  decides that the work force in any seniority  unit in the
plant is to be reduced, the member of the plant Grievance Committee,  if any, in
that unit shall,  if the  reduction in force  continues to the point at which he
would  otherwise be laid off, be retained at work and for such hours per week as
may be  scheduled  in the work  area in which he is  employed,  provided  he can
perform  the work of the job to which he must be  demoted.  The  intent  of this
provision is to retain in active employment the plant grievance committeemen for
the purpose of continuity in the  administration  of the labor  agreement in the
interest  of  Employees  so long as a work  force is at work:  provided  that no
grievance  committeeman shall be retained in employment unless work which he can
perform is available to him in the designated work area which he represents. The
Local   Union  shall   designate   and  advise  the  Company  of  such  area  of
representation.

     This provision  shall apply also to Employees who hold any of the following
offices in the Local Union in which the Employees of the plant are members: Unit
Chair, President, Vice President, and Chairman of the Grievance Committee.

SECTION 9 - LEAVES FOR UNION BUSINESS

     Leaves  of  absence  for the  purpose  of  accepting  a  position  with the
International or Local Union shall be available to one Employee. Adequate notice
of intent to apply for leave shall be afforded local Plant  Management to enable
proper provision to be made to fill the job to be vacated.

     Leaves of  absence  shall be for a period not in excess of one year and may
be renewed for a further period of one year.

     Continuous  service  shall not be broken by the leave of  absence  but will
continue to accrue.

SECTION 10 - CONTINUOUS SERVICE LISTS

     The Company  shall make  available  to the Local  Union  lists  showing the
relative  continuous service of each Employee in each seniority unit. Such lists
shall be revised by the Company  from time to time,  as  necessary  but at least
every six  months,  to keep them  reasonably  up to date.  Except as provided in
Section 3 of this Article Three,  the seniority  rights of individual  Employees
shall in no way be  prejudiced  by errors,  inaccuracies,  or  omissions in such
lists.

SECTION 11 - VETERAN LIMITATION

     All of the provisions of this Article Three are subject to, and limited by,
the rights of Employees  returning  from  Military  service of the United States
with statutory reemployment rights and Articles Ten - Military Service - of this
Agreement.

                        ARTICLE FOUR - RIGHTS OF EMPLOYER

     The Company  retains the  exclusive  right to manage the business and plant
and to direct the working  forces.  The Company,  in the exercise of its rights,
shall comply with the provisions of this Agreement.

     The  rights to manage  the  business  and plant and to direct  the  working
forces  include the right to hire,  suspend or discharge  for proper  cause,  or
transfer,  and the right to relieve  Employees from duty because of lack of work
or for other legitimate reasons.


                          ARTICLE FIVE - ADJUSTMENT OF
                            COMPLAINTS AND GRIEVANCES

SECTION 1- PURPOSE AND DEFINITIONS

A.   The purpose of this Article is (1) to provide opportunity for discussion of
     any  complaint  and (2) to  establish  procedures  for the  processing  and
     settlement  of  complaints or grievances as defined in Subsection B of this
     Section.

B.   All complaints  and  grievances  shall be handled and disposed of solely in
     accordance with the procedures prescribed in this Agreement.

     (1)  "Grievance," as used in this  Agreement,  is limited to a complaint of
          an Employee which involves the  interpretation  or application  of, or
          compliance with, the provisions of this Agreement.

     (2)  "Day", as used in Section 2 of this Article Five,  shall mean calendar
          day, but shall not include any  Saturday,  Sunday,  or holiday  unless
          otherwise indicated herein.

     (3)  "Complaint", as used in this Agreement, shall be interpreted to mean a
          request or complaint.

SECTION 2 - PROCESSING OF GRIEVANCES AND COMPLAINTS

     Step 1.  (ORAL).  Any  Employee  who  believes  that  he has a  justifiable
complaint  shall discuss the complaint  with his Foreman as promptly as possible
after the date of the facts or events upon which such alleged complaint is based
shall have existed or occurred.  The Foreman  shall have initial  responsibility
for resolving the complaint,  with or without the Union  representative  for his
plant area being  present,  as the Employee may elect,  in an attempt to resolve
same.  However,  any such  Employee  may instead,  if he so desires,  report the
matter  directly  to his  Union  representative  and in  such  event  the  Union
representative, if he believes the complaint merits discussion, shall take it up
with the  Employee's  Foreman in a sincere  effort to resolve the  problem.  The
Employee involved shall be present in such discussion unless otherwise agreed by
the Foreman and the Union Representative.

     Step 2. If no  settlement  is  reached  in Step 1, the  complaint  shall be
reduced  to  writing  and  presented  by the Union  representative  to the Plant
Superintendent,  or  his  representative,  as  a  grievance  within  seven  days
following  the date of the  occurrence  or action  upon which the  complaint  or
grievance is based,  whereupon  the Plant  Superintendent  and an Officer of the
Union and or the Union Grievance Committeeman shall make a prompt and reasonable
attempt to settle the matter  within 14 days of the  occurrence  or action  upon
which such complaint or grievance is based.

     Step 3. In the event that the complaint or grievance is not settled in Step
2,  it  shall  be  appealed  in  writing  by  the  Staff  Representative  of the
International  Union  to the  Manager-Labor  Relations,  or his  representative,
within 14 days of the date of the Plant Superintendent's  disposition.  A Step 3
meeting shall be held within 15 days of the appeal,  unless  otherwise  mutually
agreed between the parties.  Minutes of the Step 3 Meeting shall be submitted by
the  Manager-Labor  Relations to the Staff  Representative  of the International
Union within 15 days of the Meeting.

     Step  4.  Except  as  otherwise   expressly  provided  in  this  Agreement,
grievances  not  satisfactorily  settled in Step 3 may be  appealed by the Staff
Representative  of the  International  Union to  arbitration by giving notice in
writing to the Company  within 20 days after the Step 3 written  answer is given
to such Staff  Representative.  The arbitrator shall be the arbitrator under the
then  current  Basic  Labor  Agreement   between  the  Company  and  the  United
Steelworkers of America,  applicable to the plants covered, or formerly covered,
under the Republic Steel Agreement, or an arbitrator designated by him.

     The decision of the  arbitrator  will be  restricted  to whether there is a
violation of this Agreement as set forth in the Step 3 written answer. If such a
violation is found,  the arbitrator  shall specify the remedy in accordance with
the terms of the Agreement.

     The decision of the  arbitrator on any issue  properly  before him shall be
final and binding  upon the  Company,  the Union,  and all  Employees  concerned
therein.  The arbitrator shall have jurisdiction and authority only to interpret
and apply the provisions of this  Agreement.  He shall not have  jurisdiction or
authority to add to,  detract  from,  or alter in any way the  provision of this
Agreement.

SECTION 3 - GENERAL PROVISIONS

     The  arbitrator  shall  also  have   jurisdiction  and  authority  only  to
interpret,  apply or determine compliance with respect to the Insurance Plan, as
set forth in the  Agreement  concerning  Insurance,  Pensions  and  Supplemental
Unemployment  Benefits, in order to dispose of grievances properly arising under
Article  Seventeen  - SUB and  Insurance  Grievances  - of this  Agreement.  The
arbitrator shall not have  jurisdiction or authority to add to, detract from, or
alter in any way the provisions of the above mentioned Insurance Plan.

     The  compensation  of the  arbitrator  for his services  hereunder  and the
expenses in connection  therewith shall be shared equally by the Company and the
Union.

     The arbitrator  shall in no event award a right or remedy prior to the date
on which the facts or events upon which a grievance  is based shall have existed
or  occurred,   provided,   however,   that  such  arbitrator  shall  only  have
jurisdiction  and authority to interpret  this  Agreement as to a grievance that
has been filed in writing with Plant  Management  within 30 calendar  days after
the date on which the facts or events upon which such  grievance  is based shall
have  existed or  occurred.  In the case of a  continuing  grievance  only,  the
arbitrator  shall  not be  precluded  from  awarding  a right  or  remedy  for a
30-calendar  day period prior to the filing in writing with Plant  Management of
such continuing grievance.

     In cases of suspension,  discharge, improper lay- off or failure to recall,
any back pay that may be awarded to an Employee shall be offset by such earnings
or other  amounts  as such  Employee  would not have  received  except  for such
suspension discharge, improper layoff or failure to recall.

     If the Company's  discussion or answer to a complaint or a grievance is not
given within the prescribed  time  requirements  in any step,  unless  otherwise
mutually  agreed,  the Union after  notifying the Company may refer or appeal to
the next step.

     If the decision of the Company  representative in any step of the complaint
and grievance  procedure  with respect to a complaint or grievance  shall not be
appealed  to the next step  within  the time  specified  for such  appeal,  such
complaint or grievance shall be considered  settled on the basis of the decision
made by the Company  representative,  and the Employee or  Employees  covered by
such  complaint  or  grievance  shall not have any further  right or remedy with
respect to any claim or matter covered by such complaint or grievance.

     If this  Agreement is violated by the  occurrence  of a strike,  picketing,
work stoppage,  or  interruption or impeding of work at the plant or subdivision
thereof,  no  grievances  shall be discussed or processed in the Step 2 level or
above for such  plant  while such  violation  continues.  Furthermore,  under no
circumstances  shall any  complaint  or grievance  or other  dispute  concerning
Employees  engaged in the  violation be discussed or processed by  Management in
any step of the  complaint  and  grievance  procedure  or  otherwise  while such
violation continues, but this provision shall not waive compliance with the time
limits for  initiating  or filing  complaints  or  grievances  or  appeals  from
decisions thereon.

     The  settlement  of any complaint or grievance in any step of the complaint
and  grievance  procedure,  except  arbitration  and  the  step  next  preceding
arbitration,  shall not  constitute  a  precedent  as to the  meaning  or proper
application  of any  provision of this  Agreement  and shall not be relied on or
referred  to by  the  Company  or the  Union  in the  arbitration  of any  other
grievance under this Agreement.

     The  Company  agrees  that it shall not  subpoena  or call as a witness  in
arbitration  proceedings any Employee from the bargaining unit in the plant. The
Union agrees that it shall not subpoena or call as a witness in such proceedings
any non-bargaining unit employee.

     There shall be one Grievance  Committee for the plant,  which shall consist
of not more than 3 Employees,  designated in writing by the Union. The Grievance
Committeeman  shall be  selected  by the Union from the plant  areas they are to
represent,  however,  there  shall be no more  than one  grievance  committeeman
selected  from any one plant area.  Plant  areas,  or  grievance  representation
units, shall be determined by mutual agreement between Management and the Union.

     A  grievance  committeeman  will be  permitted  to  visit  departments,  as
provided herein,  at reasonable times for the purpose of transacting  legitimate
business as a grievance committeeman, including the presentation, investigation,
hearing or settling of alleged  complaints or  grievances.  If then at work, the
grievance  committeeman  will be granted time off, without pay, for such purpose
after obtaining  permission (which shall not be unreasonably  withheld) from his
own department head or his designated  representative  and reasonable  notice to
the head of the  department to be visited or his designated  representative.  If
not at work, the grievance  committeeman  will be permitted to visit departments
for the purpose as described  above after  reasonable  notice to the head of the
department to be visited or his designated representative.

                          ARTICLE SIX - SUSPENSION AND
                             DISCHARGE OF EMPLOYEES

     The  Company  shall have the right to  discipline,  suspend,  or  discharge
Employees for proper cause.  Employees  shall have the right to file a grievance
in writing in Step 2 of the complaint and grievance  procedure  relating to such
actions within five (5) days after occurrence.

     In all cases of suspension of one day or more, a notice of such  suspension
shall be given  promptly in writing to the Employee  affected and his  grievance
committeeman.

     Any Employee who is summoned to meet in the office of a supervisor  for the
purpose of discussing  possible  disciplinary action against such Employee shall
be entitled to be accompanied by his grievance  committeeman if he requests such
representation, provided such representative is then available.

     An Employee  assigned as a temporary  foreman will not issue  discipline to
Employees,  provided that this  provision  will not prevent a temporary  foreman
from  relieving  an  Employee  from work for the balance of the turn for alleged
misconduct.  An  Employee  will not be called by either  party in the  grievance
procedure or arbitration to testify as a witness  regarding any events involving
discipline  which  occurred  while the  Employee  was  assigned  as a  temporary
foreman.

                            ARTICLE SEVEN - NO STRIKE
                                   NO LOCKOUT

     During the term of this Agreement,  neither the Union, its officers, agents
or members, nor any Employee will authorize,  instigate, aid, condone, or engage
in a work stoppage,  sympathy  strike or strike,  or other  interruption  or any
impeding of  production at the plant of the Company  covered by this  Agreement.
Any Employee or Employees  who violate the  provisions of this Article Seven may
be discharged from the employ of the Company.

     The Company  agrees that prior to such discharge it will provide to a Union
representative  of the plant a list of names,  check  numbers,  and addresses of
Employees whom the Company has determined to discharge.

     The Company agrees that during the term of this Agreement there shall be no
lockouts.

                        ARTICLE EIGHT - SAFETY AND HEALTH

SECTION 1 - GENERAL PROVISIONS

     The Company shall continue to make reasonable provisions for the safety and
health of its Employees at the plant during the hours of their  employment.  The
Company,  the Union and the Employees  recognize their obligations and or rights
under existing federal and state laws with respect to safety and health matters.

     Where  devices which emit  ionizing  radiation  are used,  the Company will
continue to maintain  safety  standards  with  respect to such  devices not less
rigid than those adopted from time to time by the Nuclear Regulatory  Commission
and will maintain  procedures  designed to safeguard Employees and will instruct
them as to safe working procedures involving such devices.

     Where the  Company  uses toxic  materials,  it shall  inform  the  affected
Employees what hazards, if any, are involved and what precautions shall be taken
to insure the safety and health of the Employees.  Upon the request of the Union
Co-Chairman of the Joint Safety and Health Committee,  the Company shall provide
in writing  requested  information  from  material  safety  data sheets or their
equivalent on toxic substances to which Employees are exposed in the work place;
provided that when the information is considered proprietary,  the Company shall
so advise the Union  Co-Chairman,  and provide  sufficient  information  for the
Union to make further inquiry.

     The Company will continue its program of periodic  inplant air sampling and
noise  testing  under the  direction  of  qualified  personnel.  Where the Union
Co-Chairman  of the Joint  Safety and  Health  Committee  alleges a  significant
on-the-job  health  hazard due to inplant air  pollution,  the Company will also
make such additional tests and  investigations as are necessary.  A report based
on such additional tests and investigations shall be reviewed and discussed with
the Joint Safety and Health Committee. For such surveys conducted at the request
of the Union  Co-Chairman  of the Joint Safety and Health  Committee,  a written
summary  of  the  sampling  and  testing  results  and  the  conclusions  of the
investigation shall be provided to the Joint Safety and Health Committee.

     When in the  opinion of the  International  Safety  and  Health  Department
additional  information  in the  possession  of the  Company may be useful to an
understanding  of a  potential  significant  health  hazard  which is alleged to
exist, the Company,  upon written request by the International Safety and Health
Department,  will  furnish  such  information.   This  information  may  include
engineering studies, process descriptions, equipment specifications, ventilation
studies and  toxicological  and  epidemiological  surveys but does not create an
obligation to release personal medical  information  without the written consent
of the affected employee.

     Where the information  constitutes a legitimate  trade secret,  the Company
may  require  that  the  International  Union  sign  an  agreement  to  use  the
information  only for the purpose of hazard  evaluation  and control and to take
precautions to assure its confidentiality.

     The Company shall provide adequate first aid for all Employees during their
working hours.

     An Employee who, as a result of an industrial accident, is unable to return
to his assigned job for the balance of the shift on which he was injured will be
paid for any wages lost on that shift.

     Protective  devices,  wearing  apparel,  and other  equipment  necessary to
properly  protect  Employees  from  injury  shall be  provided by the Company in
accordance  with  practices now prevailing in the plant or as such practices may
be  improved  from time to time by the  Company  without  cost,  except that the
Company may assess a fair charge to cover loss or willful destruction thereof by
the Employees.

SECTION  2 - UNUSUAL CONDITIONS

     If an Employee shall believe that there exists an unsafe condition, changed
from the normal  hazard  inherent in the  operation,  so that the Employee is in
danger of injury,  he shall  notify his  Foreman of such danger and of the facts
thereof. Thereafter, unless there shall be a dispute between the Company and the
Employee as to the existence of such unsafe  condition,  the Employee shall have
the right,  subject to reasonable  steps for protecting  other Employees and the
equipment  from injury,  to be relieved from duty on the job in respect of which
he has complained and to return to such job when such unsafe  condition shall be
remedied.  The Management may, in its discretion,  assign such Employee to other
available work in the plant.  If the existence of such alleged unsafe  condition
shall be disputed,  the Chairman of the Grievance  Committee of the Union in the
plant  and  the  Superintendent  of  the  plant,  or his  representative,  shall
immediately  investigate such alleged unsafe condition and determine  whether it
exists.  If they shall not agree and if the Chairman of the Grievance  Committee
is of the opinion that such alleged unsafe condition exists,  the Employee shall
have the right to present a grievance in writing in Step 3 of the  complaint and
grievance  procedure set forth in Article Five - Adjustment  of  Complaints  and
Grievances - of this  Agreement  and  thereafter to be relieved from duty on the
job as stated above. Such grievance shall be presented without delay directly to
an  arbitrator  under the  provisions of Article Five - Adjustment of Complaints
and Grievances - of this Agreement,  who shall  determine  whether such Employee
was justified in leaving the job because of the existence of such alleged unsafe
condition.

     Should either Management or an arbitrator conclude that an unsafe condition
within the meaning of this  Section 2 existed and should the  Employee  not have
been  assigned to other  available  equal or higher rated work, he shall be paid
for the earnings he otherwise would have received.

     It is recognized that emergency  circumstances  may exist and local parties
are  authorized  to  make  mutually  satisfactory   arrangements  for  immediate
arbitration to handle such situations in an expeditious manner.

SECTION  3 -  JOINT SAFETY AND HEALTH COMMITTEE

     A Joint Safety and Health Committee consisting of 3 Employees designated by
the Union and an equal number of Management  members shall be established in the
plant.  The Union and the Company shall designate their  respective  Co-Chairmen
and shall  certify to each  other in  writing  such  Co-Chairmen  and  committee
members.   The  committee  shall  hold  meetings  at  times  determined  by  the
Co-Chairmen.  Prior to such  meetings the  Co-Chairmen  or their  designees  may
engage in an inspection of mutually  selected areas of the plant.  Time consumed
on committee  work by  committee  members  designated  by the Union shall not be
considered hours worked to be compensated by the Company.

     The  function of the  committee  shall be to advise  with Plant  Management
concerning  safety  and  health  and to  discuss  legitimate  safety  and health
matters,  but not to handle  complaints or  grievances.  In the discharge of its
function, the committee shall: consider existing practices and rules relating to
safety and health,  formulate suggested changes in existing practices and rules,
recommend  adoption of new practices and rules,  review  proposed new safety and
health programs developed by Management and review accident statistics including
OSHA Form 200 and trends and disabling injuries which have occurred in the plant
and make appropriate recommendations to prevent future recurrences.

     The Union Co-Chairman or his designee will be afforded time off without pay
as may be required to visit  departments at all reasonable times for the purpose
of  transacting  the legitimate  business of the committee,  after notice to the
head of the  department to be visited or his designated  representative  and, if
the  committee  member  is  then  at  work,   permission  (which  shall  not  be
unreasonably   withheld)  from  his  own  department   head  or  his  designated
representative.  If the Union  Co-Chairman  or his  designee is not at work,  he
shall be granted access to the plant at all reasonable  times for the purpose of
conducting the legitimate  business of the committee after notice to the head of
the department to be visited or his designated representative.

     When the Company introduces new personal  protective apparel or extends the
use of protective  apparel to new areas or issues new rules  relating to the use
of  protective  apparel,  the matter will be  discussed  with the members of the
Joint Safety and Health  Committee in advance with the  objective of  increasing
cooperation. Should differences result from such discussions, a grievance may be
filled  in Step 2 by the  Chairman  of the  Grievance  Committee  within 30 days
thereafter. In the event that the grievance progresses through the complaint and
grievance procedure to arbitration,  the arbitrator shall determine whether such
rule or requirement is appropriate to achieve the objective set forth in Section
1 of this Article Eight.

     Advices of the Joint Safety and Health Committee,  together with supporting
suggestions,  recommendations  and  reasons,  shall be  submitted  to the  Plant
Superintendent  for his  consideration  and for such  action as he may  consider
consistent  with the  Company's  responsibility  to  provide  for the safety and
health of its  Employees  during  the hours of their  employment  and the mutual
objective set forth in Section 1 of this Article Eight.

     In the event the  Company  requires  an  Employee  to testify at the formal
investigation into the causes of a disabling injury, the Employee may arrange to
have the Union Co-Chairman of the Joint Safety and Health Committee or the Union
member  of such  committee  designated  by the Union  Co-Chairman  to act in his
absence,  present  as an  observer  at the  proceedings  for the  period of time
required  to take  the  Employee's  testimony.  The  Union  Co-Chairman  will be
furnished with a copy of such record as is made of the Employee's testimony.  In
addition,  in the case of accidents which resulted in disabling  injury or death
or accidents which could have resulted in disabling  injury or death and require
a fact-finding  investigation,  the Company will, as soon as  practicable  after
such  accident,  notify  the Union  Co-Chairman  of the Joint  Safety and Health
Committee,  or the  Union  member  of such  committee  designated  by the  Union
Co-Chairman  to act in his absence,  who shall have the right to visit the scene
of the accident promptly upon such notification,  if he so desires,  accompanied
by the Company Co-Chairman or his designated representative and the Company will
add the Union Co-Chairman of the Joint Safety and Health Committee, or the Union
member  of such  committee  designated  by the Union  Co-Chairman  to act in his
absence,  to  the  notification  list  for  such  accidents.  After  making  its
investigation,  the Company  will supply to the Union  Co-Chairman  of the Joint
Safety  and Health  Committee  a  statement  of the  nature of the  injury,  the
circumstances of the accident and any recommendations available at that time and
will consider any  recommendations  he may wish to make regarding the report. In
such cases, when requested by the Union Co-Chairman,  the Company Co-Chairman of
the Joint Safety and Health  Committee  or his  designated  representative  will
review the  statement  with the Union  Co-Chairman.  Also,  in such  cases,  the
Company  Co-Chairman of the Joint Safety and Health  Committee or his designated
representative, when requested by the Union Co-Chairman, will visit the scene of
the  accident  with the Union  Co-Chairman  or, in his absence,  his  designated
substitute.

     The Company will, from a single source at the Company  headquarters  level,
provide  the  International  Union  Safety and  Health  Department  with  prompt
notification  of any accident  resulting in a fatality to a union  member.  This
notification  shall  be  either  oral or  written  and  include  the date of the
fatality, the plant or unit location of the fatality and, if known, the cause of
the fatality. The Company will provide the International Union Safety and Health
Department  with a copy of the fatal accident  report that is given to the Local
Union Joint Safety and Health Committee when such report becomes available.  Any
necessary discussion or other communication on this data between the Company and
the International  Union will be with the individual  designated to provide such
information.

     Once each year the  Company  will,  from the same source  described  in the
preceding  paragraph,  provide  to the  International  Union  Safety  and Health
Department the OSHA Form 200 Summary of  Occupational  Injuries and Illnesses or
its  equivalent  and the lost workday case and fatality  incident  rates for the
plant.  Upon request and for specific  locations  where detailed  information is
necessary,  the Company will,  from the same source,  provide a copy of the OSHA
Form 200 Log of Occupational Injuries and Illnesses or its equivalent.

SECTION  4  -  USE  OF  DISCIPLINARY RECORDS

     Written  records of disciplinary  action against the Employee  involved for
the  violation of a safety rule but not involving a penalty of time off will not
be used by the Company in any arbitration  proceeding where such action occurred
one or more years  prior to the date of the event  which is the  subject of such
arbitration.

     When an  Employee  has  completed  36  consecutive  months of work  without
discipline involving a penalty of time off for violation of a safety rule, prior
disciplinary  penalties for such offenses not exceeding 4 days' suspension shall
not be used for further disciplinary action.

     When an unsafe  practice  report is made  involving a violation of a safety
procedure or rule by an Employee  which does not involve  discipline,  a copy of
that report will be given to the Employee.

SECTION  5 - ALCOHOLISM  AND  DRUG  ABUSE

     Alcoholism  and drug abuse are  recognized  by the parties to be  treatable
conditions.  Without  detracting from the existing rights and obligations of the
parties  recognized in the other  provisions of this Agreement,  the Company and
the  Union  agree to  cooperate  at the  plant  level in  encouraging  Employees
afflicted  with  alcoholism  or drug  abuse to  undergo  a  coordinated  program
directed to the objective of their rehabilitation.

SECTION  6  -  SAFETY  AND  HEALTH TRAINING

     The Company  recognizes the special need to provide  appropriate safety and
health  training to all Employees.  The Company  presently has safety and health
training that provides either the training described below or the basis for such
training as it relates to the needs of the Company and its plant.

     Training programs shall recognize that there are different needs for safety
and health training for newly hired Employees.  Employees who are transferred or
assigned to a new job and Employees who require periodic  retraining.  The Joint
Safety and Health Committee may make  recommendations  on these and other safety
education matters.

     Newly hired Employees shall receive training in the general  recognition of
safety  and  health  hazards,  their  statutory  and labor  contract  rights and
obligations  and the purpose and function of the  Company's  Safety,  Health and
Medical Departments, the Joint Safety and Health Committee and the International
Union Safety and Health  Department.  In addition,  upon initial assignment to a
job, such  Employees  shall  receive  training on the nature of the operation or
process,  the safety and health hazards of the job, the safe working procedures,
the purpose, use and limitations of personal protective equipment required,  and
other controls or precautions associated with the job.

     The Union  Co-Chairman  of the Joint  Safety and Health  Committee  and the
International  Union  Safety and Health  Department  or a designee  shall,  upon
request,  be afforded the  opportunity to review the training  program for newly
hired Employees at the plant level.

     The training of Employees other than those newly hired by the Company shall
be  directed  to the  hazards of the job or jobs on which they are  required  to
work. Such training shall include hazard  recognition,  safe working procedures,
purpose,  use and limitations of special personal protective  equipment required
and any other appropriate specialized instruction.

     As required by an Employee's job and assignment area,  periodic  retraining
shall  be  given on safe  working  procedures,  hazard  recognition,  and  other
necessary procedures and precautions.

SECTION  7  -  MEDICAL  RECORDS

     The  Company  shall  maintain  the  confidentiality  of  reports of medical
examinations of its Employees and shall only furnish such reports to a physician
designated  by the  Employee  upon the written  authorization  of the  Employee;
provided,  that the Company may use or supply medical examination reports of its
Employees in response to subpoenas,  requests to the Company by any Governmental
agency  authorized  by  law to  obtain  such  reports,  and  in  arbitration  or
litigation of any claim or action  involving  the Company.  Whenever the Company
physician detects a medical  condition which, in his judgment,  requires further
medical  attention,  the Company  physician  shall  advise the  Employee of such
condition or to consult with his personal physician.

                           ARTICLE NINE - COMPANY AND
                                 UNION ACTIVITY

SECTION  1  -  INTERFERENCE  OR DISCRIMINATION

     The  Company  recognizes  and will not  interfere  with the  rights  of its
Employees  to become  members of the Union.  There  shall be no  discrimination,
interference, restraint, or coercion by the Company or any of its agents against
any Employee because of membership in the Union.

SECTION  2  -  UNION  ACTIVITY

     No  Employee  shall  engage in any union  activity  on the  property of the
Company in any manner which shall  interfere with  production or engage in Union
activity on company time.

SECTION  3  -  INTIMIDATION  OR  COERCION

     The Union, its offices,  agents and members, shall not intimidate or coerce
Employees into joining the Union or continuing their membership therein.

SECTION 4 - NONDISCRIMINATION

     It is  the  continuing  policy  of the  Company  and  the  Union  that  the
provisions of this Agreement shall be applied to all employees without regard to
race, color,  religious creed, national origin,  handicap,  status as a disabled
veteran  or  veteran  of the Viet Nam era,  sex or age,  consistent  with  their
obligations  and/or  rights  under  applicable  Federal,  State and  local  laws
regarding such matters.  Sexual  harassment  shall be considered  discrimination
under this provision.  The  representatives  of the Union and the Company in all
steps of the grievance  procedure and in all dealings  between the parties shall
comply with this  provision.  The Company  and the Union agree to  cooperate  in
dealing with problems of  discrimination  where they occur.  Neither the Company
nor  the  Union  shall   retaliate   against  an  employee   who   complains  of
discrimination, or who is a witness to discrimination.

SECTION  5  -  CIVIL  RIGHTS  COMMITTEE

     A joint  Committee on Civil Rights shall be established  at the plant.  The
Union representation on the Committee shall be no more than three members of the
Union and there shall be a like number of Management members.  The Union members
shall be certified to the  Manager-Labor  Relations by the Union and the Company
members  shall be certified to the District  Director of the Union.  The Company
and Union members of the joint committee shall meet at mutually agreeable times,
and shall review and investigate  matters involving civil rights and advise with
the Company and the Union  concerning  them, and attempt to resolve same. In the
event  that  an  employee   Civil   Rights   complaint   involving  a  claim  of
discrimination  reviewed  by the Joint  Committee  is not  resolved by the Joint
Committee,  it may be processed as a grievance.  Such  grievance may be filed by
the  Chairman  of the  Grievance  Committee  in the Third Step of the  grievance
procedure  as provided in Article  Five.  It is not intended by the parties that
this Committee shall displace the normal  operation of the grievance  procedure.
The Joint Committee shall have no jurisdiction  over the initiating,  filing, or
processing of grievances.  If a Civil Rights  complaint is referred to the Joint
Committee, the time limit for filing a grievance in the Third Step will commence
the day following the date of the initial Joint  Committee  meeting in which the
Civil Rights complaint was discussed unless the Company and Union members of the
Joint Committee  mutually agree to an extension;  provided,  however,  the Civil
Rights  complaint was recorded with the Joint Committee  within 30 calendar days
after  the date on which  the  facts or  events  upon  which  the  Civil  Rights
complaint is based shall have existed or reasonably  should have become known to
the employee or employees affected thereby.

                       ARTICLE TEN - EMPLOYEES IN MILITARY
                                     SERVICE

SECTION  1  -  REEMPLOYMENT

     The Company  shall  accord to each  Employee  who applies for  reemployment
after   conclusion  of  his  military   service  with  the  United  States  such
reemployment rights as he shall be entitled to under then existing statutes.

SECTION  2  -  TRAINING  PROGRAMS

     Reasonable programs of training shall be employed in the event Employees do
not qualify to perform the work on the job which they might have attained except
for absence in the military service.

SECTION 3 - LEAVE OF ABSENCE

     Any  Employee  entitled to  reinstatement  under this  Article Ten shall be
granted upon request a leave of absence without pay not to exceed 60 days before
he shall be required to return to work.

SECTION  4  -  EDUCATIONAL LEAVE OF ABSENCE

     Any Employee  entitled to reinstatement  under this Article Ten who applies
for  reemployment and who desires to pursue a course of study in accordance with
the federal law granting him such  opportunity  before or after returning to his
employment  with the  Company  shall be  granted  a leave  of  absence  for such
purpose;  provided  that an Employee who desires  such a leave of absence  after
returning to his  employment  with the Company  shall have it granted only if he
notifies the company in writing, within one year from the date he is reemployed,
of his  intention to pursue such a course of study.  Such leave of absence shall
not constitute a break in the record of continuous  service of such Employee but
shall be included  therein  provided  the  Employee  within 30 days  reports for
reemployment  after the completion or  termination of such course of study.  Any
such  Employee  must  notify the  Company and the Union in writing at least once
each year of his continued interest to resume active employment with the Company
upon completing or terminating such course of study.

SECTION  5 -  DISABLED VETERANS

     Any Employee  entitled to reinstatement  under this Article Ten who returns
with  service-connected  disability  incurred  during the course of his  service
shall be  assigned to any  vacancy  which  shall be  suitable  to such  impaired
condition  during the continuance of such disability  irrespective of seniority;
provided,  however,  that such  impairment  is of such a nature as to render the
veteran's  returning to his own job or  department  onerous or  impossible;  and
provided,  further, that the veteran meets the minimum physical requirements for
the job available or for the job as Management  may be able to adjust it to meet
the veteran's impairment.

SECTION  6 - VACATIONS

A.   An Employee who at the time of leaving active  employment to enter military
     service of the United  States has  qualified  for a vacation in the year of
     such  entrance  and who has not  received a vacation or vacation  allowance
     shall be granted such allowance.

B.   Any Employee  reemployed under the terms of this Article Ten and who, under
     the terms of Article Twelve - Vacations - of this Agreement, except for his
     absence due to such military service, would have been entitled to receive a
     vacation  allowance,  shall receive such vacation or vacation allowance for
     the  calendar  year  in  which  he is  reemployed,  without  regard  to any
     requirement other than an adequate record of continuous service.

SECTION 7 - MILITARY ENCAMPMENT ALLOWANCE

     An Employee with one or more years of continuous service who is required to
attend an  encampment  of the Reserve of the Armed Forces or the National  Guard
shall be paid,  for a period not to exceed two weeks in any calendar  year,  the
difference  between the amount paid by the  Government  (not  including  travel,
subsistence and quarters  allowance) and the amount calculated by the Company in
accordance with the following formula.  Such pay shall be based on the number of
days such Employee would have worked had he not been  attending such  encampment
during  such two weeks  (plus any  holiday in such two weeks  which he would not
have  worked)  and the pay for  each  such  day  shall  be 8 times  his  average
straight-time  hourly rate of earnings (excluding shift differentials and Sunday
and  overtime  premiums)  during  the  last  pay  period  worked  prior  to  the
encampment.  If the period of such encampment  exceeds two weeks in any calendar
year,  the period on which such pay shall be based  shall be the first two weeks
he would have worked during such period.


                            ARTICLE ELEVEN - HOURS OF
                                WORK AND OVERTIME

SECTION 1 - DEFINITIONS

A.   The normal  work week for all  Employees  covered by this  Agreement  shall
     consist  of 40 hours to be  worked in five  consecutive  8-hour  days.  The
     normal  workday  shall be 8  consecutive  hours of work  (exclusive of such
     lunch or rest periods as are now in accordance with the practice prevailing
     in the plant.)  This  paragraph  defines the normal hours of work and shall
     not be deemed to  constitute  a guarantee  of hours of work per day, or per
     week.   Parties  at  the  plant  level  will   negotiate  with  respect  to
     non-traditional  work schedules which will be implemented  only upon mutual
     agreement.


B.   The  Employer  may  establish  regular  shifts,  starting  times  and lunch
     periods.  The Union shall be  notified  in the event the  regular  starting
     times are changed by the employer.  Such notification shall be given as far
     in advance of such change as is  possible.  Parties at the plant level will
     negotiate  with respect to  non-traditional  work  schedules  which will be
     implemented only upon mutual agreement.


SECTION 2 - REPORTING PAY

     An Employee  who is scheduled or notified to report and who does report for
work shall be provided  with and assigned to a minimum of 4 hours of work on the
job for which he was  scheduled or notified to report or, in the event such work
is not available shall be assigned or reassigned to another job and paid no less
than his  original  job class for the first four  hours.  In the event,  when he
reports  for  work,  no work is  available  he shall be  released  from duty and
credited with a reporting  allowance 4 times the standard hourly wage scale rate
of the job for which he was scheduled or notified to report.

     When an Employee who starts to work is released from duty before he works a
minimum of 4 hours, he shall be paid the hours worked in accordance with Article
14 - Wages of this Agreement,  and credited with a reporting  allowance equal to
the  standard  hourly wage scale rate of the job for which he was  scheduled  or
notified to report  multiplied by the unutilized  portion of the 4-hour minimum.
The  foregoing  payment  shall be either at the  regular  or  overtime  rates of
earnings  depending upon which pertain in accordance with the provisions of this
Agreement;  provided, however, that hours not worked, for which payment is made,
shall not be considered as time worked in determining daily, or weekly overtime.

     The provisions of this Section shall not apply in the event that:

     (a)  Picketing, strikes, stoppages in connection with labor disputes at the
          plant, failure of utilities beyond the control of Management,  or acts
          of God interfere with work being provided; or

     (b)  An Employee is not put to work or is laid off after having been put to
          work, either at his own request or due to his own fault; or

     (c)  An Employee refuses to accept an assignment or reassignment within the
          first 4 hours as provided above in this Section 2; or

     (d)  Management gives reasonable notice of a change in scheduled  reporting
          time or that an Employee  need not report.  Local  Management  and the
          Grievance   Committee  shall  promptly   determine  what   constitutes
          reasonable notice.

     SECTION  3  -  OVERTIME

     Overtime is defined as time actually worked unless  otherwise  specified in
Subsection  B (3) of this  Section 3 in excess of 40 hours in a single work week
or 8 hours in a single work day. All Employees,  upon  reasonable  notice by the
Employer,  shall be required to work overtime or hours outside their normal work
day.

A.   For the purpose of determining:

     (1)  The number of hours worked in a day by each Employee,  a workday shall
          be a period of 24 consecutive hours beginning at the time the Employee
          starts to work;  provided,  however,  that the same hours shall not be
          included in more than one such period;  provided  further that a tardy
          Employee's  workday shall begin at the time it would have begun had he
          not been tardy:

     (2)  The number of hours or days worked in a workweek,  a workweek shall be
          a  7-consecutive-day  period  commencing at 12:01 a.m. Sunday (or turn
          starting closest thereto);

     (3)  The regular rate of pay as used in this Agreement, the term shall mean
          the hourly rate which the  Employee  would have  received for the work
          had it been performed during non-overtime hours.

B.   Each Employee shall be paid overtime at the rate of 1 1/2 times his rate of
     pay for all time worked by him.

     (1)  In excess of 8 hours in any one workday, or

     (2)  In excess of 40 hours in any workweek, or

     (3)  On any day in any  workweek  after he shall have  worked on 5 previous
          days in such workweek.  Solely for the purpose of determining  whether
          or not work has been performed on 5 previous days in the workweek.

          (a)  Should changes be made in schedules after Friday noon of the week
               preceding  the  calendar  week in  which  the  changes  are to be
               effective,  except for  breakdowns  or other  matters  beyond the
               control of Management, so that an Employee is laid off within any
               scheduled 5 days and is required to work on what would  otherwise
               have been the sixth or seventh  workday in his workweek,  the day
               on which  such  Employee  was laid off shall be  counted as a day
               worked; and

          (b)  If work is  performed  by an  Employee  on a day in the  workweek
               subsequent to any of the holidays  enumerated in Article Thirteen
               - Holidays - of this Agreement,  such holiday shall be considered
               as a day  worked  in  that  workweek,  whether  or  not  work  is
               performed on such holiday and  regardless of whether such holiday
               was  scheduled as a day of work or of rest.  For purposes of this
               Article  Eleven,  if any of such holidays  fall on a Sunday,  the
               following  Monday (and not such Sunday) shall be observed as such
               holiday.

C.   No Employee shall be paid more than 1 1/2 times his regular rate of pay for
     any time worked by him (except as provided in Section 5,  Article  Thirteen
     -Holidays  - of this  Agreement),  and in the event  overtime  for any time
     worked is paid any Employee in compliance with any of the foregoing clauses
     (1), or (2),  (3), of  Subsection  B of this  Section 3 or for the holidays
     enumerated in Article Thirteen - Holidays - of this Agreement, the time for
     which  overtime  is once paid shall not be counted as hours or days  worked
     for the purpose of  determining  whether or not overtime is to be paid such
     Employee  under any one or all of the other  foregoing  clauses or holidays
     enumerated in Article  Thirteen - Holidays - of this  Agreement;  provided,
     however, that an enumerated holiday, whether worked or not shall be counted
     as a day worked in  determining  overtime under clause 3 of Subsection B of
     this Section 3, and as time worked in determining overtime under clause (1)
     of such  Subsection B, subject to the limitation  contained in Section 5 of
     Article Thirteen - Holidays - of this Agreement

D.   Overtime Rules and Regulations for  distribution of overtime work have been
     mutually  agreed  upon  by  the  Plant  Superintendent  and  the  grievance
     committeeman at the Plant.  Such  agreements  shall remain in effect unless
     and until  modified or replaced by local  written  agreement  signed by the
     Plant Superintendent and the grievance committeeman.

SECTION  4  -  ALLOWANCE  FOR  JURY OR WITNESS  SERVICE

     An Employee who is called for jury service or subpoenaed as a witness shall
be excused from work for the days on which he serves  (service,  as used herein,
includes required  reporting for jury or witness duty when summoned,  whether or
not he is used).  Such Employee shall receive,  for each day of service on which
he otherwise would have worked,  the difference  between the payment he receives
for such service in excess of $5.00 and the amount  calculated by the Company in
accordance with the following formula.  Such pay shall be based on the number of
days the  Employee  would have worked had he not been  performing  such  service
(plus any holiday in such period which he would not have worked) and the pay for
each day of service shall be 8 times his  straight-time  hourly rate of earnings
(excluding shift differentials and Sunday and overtime premiums) during the last
pay period worked prior to such service. The Employee will present proof that he
did serve or report as a juror or was subpoenaed and reported as a witness,  and
the amount of pay, if any, received therefor.

SECTION  5  -  ALLOWANCE  FOR  FUNERAL LEAVE

     When  death  occurs  to  an  Employee's  legal  spouse,   mother,   father,
mother-in-law,  father-in-law,  son, daughter,  brother,  sister,  grandparents,
grandchildren (including stepfather, stepmother,  stepchildren,  stepbrother, or
stepsister  when  they have  lived  with the  Employee  in an  immediate  family
relationship),  an Employee,  upon request, will be excused and paid for up to a
maximum  of  three  scheduled  shifts  (5  scheduled  shifts  in the  case of an
employee's legal spouse, son, or daughter including  stepchildren when they have
lived with the employee in an immediate family  relationship) (or for such fewer
shifts  as  the   Employee   may  be   absent)   which   fall   within  a  three
consecutive-calendar-day  period; (or  5-consecutive-calendar-day  period in the
case of the death of an  employee's  legal  spouse,  son, or daughter  including
stepchildren  when they have  lived with the  employee  in an  immediate  family
relationship) provided,  however, that one such calendar day shall be the day of
the  funeral and it is  established  that the  Employee  attended  the  funeral.
Payment shall be 8 times his straight-time hourly earnings (as computed for jury
pay). An Employee will not receive  funeral pay when it duplicates  pay received
for time not worked for any other reason.  Time thus paid will not be counted as
hours worked for purposes of determining overtime or premium pay liability.

                           ARTICLE TWELVE - VACATIONS

SECTION  1  -  ELIGIBILITY

     To be eligible for a vacation in any calendar  year during the term of this
Agreement, the Employee must:

     (a)  Have one year or more of continuous service; and

     (b)  Not have been absent from work for 6 consecutive months or more in the
          preceding  calendar  year;  except  that in case  of an  Employee  who
          completes  one year of  continuous  service in the  vacation  calendar
          year, he shall not have been absent from work for 6 consecutive months
          or more  during  the 12  months  following  the  date of his  original
          employment;  provided,  that an  Employee  with  more than one year of
          continuous  service who in any year shall be ineligible for a vacation
          by reason of the  provisions  of this  Subparagraph  as a result of an
          absence  on  account of layoff or  illness  shall  receive  one week's
          vacation  with pay in such year if he shall not have been  absent from
          work for 6 consecutive  months or more in the 12 consecutive  calendar
          months  next  preceding  such  vacation.  Any  period of absence of an
          Employee  while on vacation  pursuant to this Article  Twelve or while
          absent  due to a  compensable  disability  in the  year  in  which  he
          incurred such disability,  or while in military service in the year of
          his reinstatement to employment,  shall be deducted in determining the
          length  of a period  of  absence  from  work for the  purpose  of this
          Subparagraph.

SECTION  2  -  BENEFITS FORFEITED

     An Employee,  even though otherwise eligible Section 1 above,  forfeits the
right to  receive  vacation  benefits  under  this  Article  Twelve if he quits,
retires, dies, or is discharged prior to January 1 of the vacation year.

SECTION  3  -  SERVICE  DATE

     Continuous  service for vacation  purposes only shall date from the date of
first  employment  at the  Counce  Plant of the  company or  subsequent  date of
employment  following a break in continuous service,  whichever of the above two
dates is the later.  Such  continuous  service  shall be  calculated in the same
manner as the  calculation  of  continuous  service set forth in Article Three -
Seniority - of this  Agreement,  except that there shall be no  accumulation  of
service  in excess of the first 2 years of any  continuous  period of absence on
account of layoff or  physical  disability  (except  in the case of  compensable
disability,  as provided in Article  Three - Seniority)  in the  calculation  of
service for vacation eligibility.

SECTION  4  -  LENGTH  OF  VACATIONS

A.   An eligible  Employee who has  completed  the years of  continuous  service
     indicated in the  following  table in any calendar  year during the term of
     this  Agreement  shall  receive a vacation  corresponding  to such years of
     continuous service as shown in the following table:

     Years of Service      Weeks of Vacation
--------------------------------------------
      1 but less than 3            1
      3 but less than 10           2
     10 but less than 17           3
     17 but less than 25           4
     25 or more                    5

Effective  January 1, 2000,  the  vacation  table is replaced  by the  following
table:

     Years of Service      Weeks of Vacation
--------------------------------------------
      1 but less than 3            1
      3 but less than 8            2
      8 but less than 15           3
     15 but less than 24           4
     24 or more                    5

B.   A one week's vacation shall consist of 7 consecutive days.

C.   Vacations  shall be  scheduled  in a single  period of  consecutive  weeks,
     provided,  however,  that in the event the orderly  operations of the plant
     require,  vacations  of two or more weeks may be  scheduled in two periods,
     neither  of which  may be less  than one  week.  With  the  consent  of the
     Employee vacation may be scheduled in any number of periods,  none of which
     may be less than one week.

D.   The  entire  vacation  shall  be  taken  in one  continuous  period  unless
     otherwise authorized by the Company.

E.   In case the Company  desires to schedule  vacations for Employees  eligible
     therefor  during a shutdown period instead of in accordance with previously
     established vacation schedules, Management shall give affected Employees 60
     days' notice of such intent; in absence of such notice an affected Employee
     shall have the option to take this vacation  during the shutdown  period or
     to be laid  off  during  the  shutdown  and to  take  his  vacation  at the
     previously scheduled time.

F.   The  calendar  week  containing  New  year's  Day may be taken as a week of
     vacation for either the year  preceding New Year's Day or the year in which
     New Year's Day falls, except when New Year's Day falls on Sunday,  provided
     such vacation week has been  scheduled as vacation in accordance  with this
     Article Twelve. If the Company in its sole discretion  schedules a shutdown
     of any operation  during the calendar week  containing  Christmas  Day, any
     Employee who is not  scheduled to work due to the shutdown in such week and
     who has  completed  his  vacation  entitlement  for that  year may elect to
     reschedule a week of vacation for which the Employee has qualified and will
     be  entitled  in the  following  calendar  year  into  the  shutdown  week;
     provided,  however, that vacation pay for such vacation week, calculated as
     though the week were scheduled and taken in the next following year will be
     paid on the  regular  payday  for the pay  period  in  which  the  shutdown
     vacation  falls;  and provided  further that no vacation pay for a vacation
     rescheduled hereunder will be paid to an Employee who quits, retires, dies,
     or is  discharged  prior to January 1 of the year from  which the  shutdown
     vacation was rescheduled. In the application of this Subsection F, when the
     basis for  calculation  of an  Employee's  vacation  pay for the  following
     calendar year is not available,  his vacation  payment  hereunder  shall be
     made on the  basis  for  calculation  of his  vacation  pay in the  current
     calendar year with appropriate adjustment to be made when the basis for the
     following calendar year becomes available.

SECTION 5 - SCHEDULING

A.   On or promptly  after  October 1 of each year,  each  Employee  entitled or
     expected to become entitled to take vacation time off in the following year
     will be  requested  to specify in writing (not later than 30 days after the
     receipt of such request),  on a form provided by the Company,  the vacation
     period he desires.

B.   Notice  will be given an  Employee  at least 60 days in advance of the date
     his vacation period is scheduled to start,  but in any event not later than
     January 1 of the year in which the vacation is to be taken.

C.   Vacations will, so far as  practicable,  be granted at time most desired by
     Employees  (longer service  Employees being given preference as to choice);
     but the final right to allot vacation periods and to change such allotments
     is  exclusively  reserved  to the  Company in order to insure  the  orderly
     operation of the plant.

D.   Any  Employee  absent from work because of layoff,  disability  or leave of
     absence at the time Employees are requested to specify the vacation periods
     they  desire  and who has not  previously  requested  and been  allotted  a
     vacation period for the calendar year, may be notified by Management that a
     period is being  allotted as his vacation  period but that he has the right
     within 14 days to request some other vacation period.  If any such Employee
     notifies  Management in writing,  within 14 days after such notice is sent,
     that he desires some other  vacation  period,  he shall be entitled to have
     his vacation scheduled in accordance with Subparagraph C. above.

E.   If an Employee is on layoff from the plant at any time before the beginning
     of his scheduled  vacation  hereunder,  he may request to have his vacation
     start at any time during such layoff and if Management  agrees to grant his
     request,  it shall have the right to set the appropriate  conditions  under
     which it grants his request.

F.   Vacations may be scheduled throughout the calendar year.

G.   The  Company  may,  with the  consent  of the  Employee,  pay him  vacation
     allowance,  in lieu of time off for vacation,  for any weeks of vacation in
     excess of two weeks in any one  calendar  year.  Any  payment  of  vacation
     allowance  shall not require the Company to reschedule  the vacation of any
     other Employee.

SECTION  6  -  VACATION PAY OR ALLOWANCE

A.   Each Employee  granted a vacation under this Article Twelve will be paid at
     his average rate of earnings per hour for the prior calendar year.  Average
     rate of earnings per hour (for the purposes of this Article  Twelve)  shall
     be computed by:

     1.   Totaling  (a)  pay  received  for all  hours  worked  (total  earnings
          including   premium  for  holiday,   but   excluding   Sunday,   shift
          differential and overtime premiums, (b) vacation pay, including pay in
          lieu of vacation, and (c) pay for unworked holidays, and

     2.   Dividing such earnings by the total of (a) hours worked,  (b) vacation
          hours paid for,  including hours for which pay in lieu of vacation was
          paid, and (c) unworked holiday hours which were paid for.

          Such average rate of earnings will be adjusted to reflect  intervening
          general wage changes and retroactive pay adjustments,  if any, for the
          job or jobs performed or paid for.

B.   Hours of vacation pay for each vacation week shall be the average hours per
     week  worked by the  Employee  in the prior  calendar  year.  Any weeks not
     having 32 hours of actual  work  shall be  excluded  from the  calculation.
     Average hours per week worked shall be computed by:

     1.   Totaling the following hours in payroll weeks with 32 or more hours of
          actual work:

          (a)  Hours worked

          (b)  Hours paid for unworked holiday or vacation hours falling in such
               week

          (c)  Hours paid for funeral leave

          (d)  Hours paid for jury service

          (e)  Hours paid for witness service

          (f)  Hours  excused  from  scheduled  work and not paid for because of
               union business, and

     2.   Dividing  such  hours by the  number of such weeks in which 32 or more
          hours were worked.

          The minimum number of hours paid for each week of vacation shall be 40
          and the maximum  number of hours paid for each week of vacation  shall
          be 48.

C.   Effective  August 1, 2001, the vacation bonus of two-hundred  fifty dollars
     ($250) per week will be paid to employees  for each week of vacation  taken
     in the ten (10)  consecutive  calendar week period beginning with the first
     full week following the calendar week containing New Year's Day.

D.   Any Employee who did not work in the prior year shall have his vacation pay
     computed  on the  basis of his last  calculated  vacation  rate and  hours,
     adjusted  in  accordance  with the last  sentence of  Subsection  A of this
     Section 6.

E.   The  definitions  contained  herein  are  designed  for and  shall  be used
     exclusively for the purpose of calculating vacation pay.

F.   Vacation  pay or  vacation  allowance  shall  be paid to each  Employee  in
     advance of such Employee's vacation period.

G.   In the case of a  part-time  Employee,  as  defined in Section 4 of Article
     Thirteen - Holidays - of this  Agreement,  the average rate of earnings and
     hours of vacation pay for each  vacation week shall be computed in the same
     manner as in  Subsections A and B of this Section 6, except that the period
     of time used shall be the last two  completed  and closed pay periods  next
     preceding  his  vacation;  there shall be no exclusion of weeks having less
     than 32 hours of actual  work;  and the minimum of 40 hours of pay for each
     week of vacation shall not apply.

                           ARTICLE THIRTEEN - HOLIDAYS

SECTION  1  -  HOLIDAYS ENUMERATED

     Whenever  used  in the  Agreement,  the  term  "Holiday"  means  one of the
following days:

     January 1

     Martin  Luther  King,  Jr's  Birthday  (which  shall be the third Monday of
January)

     Workers Memorial Day

     Good Friday

     Memorial Day, which shall be the last Monday in May

     Independence Day

     Labor Day

     Thanksgiving Day

     The day after Thanksgiving Day

     The day before Christmas Day

     Christmas Day

     If any of such holidays shall fall on a Sunday,  the following  Monday (and
not such Sunday) shall be observed as such holiday.

     A holiday  shall be deemed to begin at 12:01  a.m.  of the  holiday or turn
starting closest thereto, and shall end 24 hours later.

SECTION 2 - PAY FOR HOLIDAYS NOT WORKED

     An eligible  Employee who does not work on a holiday  shall be paid 8 times
his  straight-time  hourly wage rate for the pay period preceding the pay period
in which the holiday is  observed  (if he has no earnings in such pay period the
straight-time  hourly wage rate of his  occupation  in such pay period  shall be
used),  exclusive  of  overtime,  shift  differentials,   and  Sunday  premiums;
provided, however, that if an eligible Employee is scheduled to work on any such
holiday, but fails to report and perform his scheduled or assigned work he shall
become  ineligible  to be paid for the  unworked  holiday,  unless  he failed to
perform  such work  because of  sickness  or  because of death in the  immediate
family (mother, father (including in-laws),  children, brother, sister, husband,
wife and grandparents) or because of similar good cause. Holiday allowance shall
be adjusted by an amount per hour to reflect any general  wage changes in effect
at the  time  of  said  holiday,  but  not in  effect  in the  period  used  for
calculating holiday allowance.

     As used in this Article Thirteen, an eligible Employee is one who:

     (a)  has worked 30 turns since his last hire:

     (b)  performs work or is on vacation in the pay period in which the holiday
          is observed or, if he is laid off for such pay period,  performs  work
          or is on vacation in both the pay period  preceding and the pay period
          following the pay period in which the holiday is observed and

     (c)  works as  scheduled  or assigned  both on his last  scheduled  workday
          prior to and his first  scheduled  workday  following the day on which
          the holiday is  observed,  unless he has failed so to work  because of
          sickness  or  because of death in the  immediate  family or because of
          similar good cause.

SECTION 3 - VACATION

     When a holiday occurs during an eligible Employee's scheduled vacation,  he
shall be paid for the  unworked  holiday in addition to his vacation pay without
regard to the provisions of Subparagraph  (c) of Section 2 above. The provisions
of this  Section  3 shall  apply  to (1) an  Employee  whose  vacation  has been
scheduled  prior to his  layoff  and who  thereafter  is laid off and  takes his
vacation as  scheduled,  or (2) an  Employee  who is not at work at the time his
vacation is  scheduled,  but who  thereafter  returns to work and then is absent
from work during a holiday week because of his scheduled  vacation.  An Employee
who is not at work at the time of scheduling  his vacation and is not working at
the time his  vacation  commences  is not eligible for holiday pay for a holiday
occurring  during his vacation within the meaning of Subparagraph (b) of Section
2 above or this Section 3.

SECTION 4 - PART-TIME EMPLOYEE

     An eligible part-time Employee shall receive pay for holidays in accordance
with the  foregoing  provisions  of this Article  Thirteen,  but the pay that he
shall  receive for any such holiday  shall be an amount equal to his  applicable
straight-time  hourly wage rate (as defined in Section 2 above) times the lesser
of 8 or the average number of hours worked by him per day in the preceding eight
pay periods. A part-time Employee shall mean an Employee who regularly,  for his
own convenience, is not available for full-time employment.

SECTION  5  -  RATE  OF  PAY

     For all hours  worked by an Employee on any of the  holidays  specified  in
Section 1 above,  overtime shall be paid at the overtime rate of 2 1/2 times his
regular  rate of pay.  However,  no Employee  shall  receive more than the above
specified rate for hours worked on any holiday.

SECTION 6 - PART-SHIFT WORK ON HOLIDAY

     If an eligible Employee  performs work on a holiday,  but works less than 8
hours,  he shall be  entitled  to the  benefits  of  Section  2 of this  Article
Thirteen to the extent that the number of hours  worked by him on the holiday is
less  than 8 (or in the  case  of a  part-time  Employee  the  number  of  hours
determined in accordance with Section 4 of this Article Thirteen).  This Section
applies in addition to the  provisions of Section 2 of Article Eleven - Hours of
Work - where applicable.

                            ARTICLE FOURTEEN - WAGES

SECTION 1 - STANDARD HOURLY WAGE SCALES

A.   The standard hourly wage scales of rates for the respective job classes and
     the effective  dates thereof shall be those set forth in Appendix A of this
     Agreement.

B.   As of the effective date of any increases made in the job class  increments
     in the standard hourly wage scale rates, the cumulative  amount in each job
     class resulting from any increased  increment shall be used, in whole or in
     part,  as  the  case  may  be,  to  reduce  or  eliminate  any  out-of-line
     differentials  identified  with the specific  Employees on specific jobs in
     each job class.

C.   The  rates  of pay  established  after  the  application  of the  foregoing
     Subsection A shall become  effective for all present and future  incumbents
     of the respective jobs.

D.   (1)  Except as  otherwise  agreed  between  the  parties,  the  out-of-line
          differential  in effect for an Employee on a given job and  identified
          with such  Employee and such job shall  continue to apply only to such
          Employee while on such job and remain in effect, subject to adjustment
          in accordance  with  Subsection B above,  until the expiration of this
          Agreement or until terminated by the parties to this Agreement.

     (2)  The out-of-line  differential  multiplied by hours paid for on the job
          shall be added to earnings of the Employee.

E.   In the event that an Employee who receives such an out-of-line differential
     is promoted  within a defined  seniority unit for regular  assignments to a
     job of higher job class,  or is transferred  within an established  line of
     progression to a job of equal job class, and the standard hourly wage scale
     rate in Appendix A of the job to which promoted or transferred is less than
     the  standard  hourly  wage  scale rate in  Appendix A plus the  Employee's
     out-of-line  differential on the job from which promoted or transferred,  a
     new differential shall be determined and applied as follows:

     (1)  The new out-of-line differential shall equal

          (a)  The standard hourly wage scale rate in Appendix A of the job from
               which  promoted or transferred  plus the  Employee's  out-of-line
               differentials on such job; minus

          (b)  the  standard  hourly wage scale rate in Appendix A of the job to
               which promoted or transferred.

     (2)  Such  new  out-of-line  differential  shall  be  identified  with  the
          Employee  and  apply  only to such  Employee  while on such  job,  and
          continue in effect subject to adjustment in accordance with Subsection
          B above, until the expiration of this Agreement or until terminated by
          the parties to this Agreement.

     (3)  The new out-of-line  differential  multiplied by hours paid for on the
          job shall be added to earnings of the Employee.

F.   In the event an Employee is  transferred  temporarily  at the  direction of
     Management  from his  regular  job to another  job, he shall be paid at the
     established rate of pay for the job to which transferred; provided that, if
     such  rate of pay is less  than  the  rate  of pay for the job  from  which
     transferred (plus the Employee's regular out-of-line differential, if any),
     the  Employee  shall  receive the  difference  as a  temporary  out-of-line
     differential;  such  out-of-line  differential  shall  apply  only  to  the
     individual  transferred  and for the period of transfer;  provided  further
     that nothing in this Subsection  shall affect the rights of any Employee or
     the Company under any other Article of this Agreement.  The new out-of-line
     differential  multiplied by hours paid for on the job shall be added to the
     earnings of the Employee.

[For the Youngstown and Elyria  bargaining units, the Standard Hourly Wage Rates
For Non-Incentive  Jobs and the Incentive  Calculation Rates and Hourly Additive
For  Incentive  Jobs as last  agreed to by the USWA and LTV for each  bargaining
unit,  including  scheduled  increases,  shall apply. The traditional  incentive
plans  at the  Youngstown  plant as last  agreed  to by the USWA and LTV for the
plant shall apply The  traditional  incentive  plans at the Elyria plant as last
agreed to by the USWA and LTV as frozen for the plant shall apply.]

SECTION 2 - APPLICATION OF THE STANDARD HOURLY WAGE SCALES

     The  standard  hourly wage scale rate for each job shall be as set forth in
Appendix A. In addition: A schedule of trade or craft rates and rates applicable
to multiple-rated  jobs,  containing:  (1) a standard rate equal to the standard
hourly wage rate for the  respective  job class of the job; (2) an  intermediate
rate at a level two job classes below the standard rate; and (3) a starting rate
at a level four job classes  below the standard  rate shall be  established  for
each  multiple-rated  job and for each of the following  repair and  maintenance
trade or craft jobs:

     Electrician - (Wireman)  Millwright [The Youngstown  plant and Elyria plant
bargaining units labor  agreements shall retain presently listed  multiple-rated
jobs and  repair  and  maintenance  trade or craft  jobs as  appear  in the last
negotiated USWA/LTV agreement. ]

SECTION 3 - PRODUCTION AND MAINTENANCE JOBS

     The established  rate of pay for each production or maintenance  job, other
than a trade or craft or  multiple-rated  job as  defined  in  Section 2 of this
Article Fourteen shall apply to any Employee during such time as the Employee is
required to perform such job except as otherwise  provided in  Subsection  D, E,
and F of Section 1 of this Article Fourteen.

SECTION 4 - TRADE, CRAFT OR MULTIPLE-RATED JOBS

A.   The established  starting rate,  intermediate rate, or standard rate of pay
     for a trade or craft job or multiple-rated  job, as defined in Section 2 of
     this Article  Fourteen shall apply to each Employee during such time as the
     Employee is assigned to the respective rate  classification,  in accordance
     with the  applicable  provisions  identified  in Section 6 of this  Article
     Fourteen.

B.   The October 6, 1971 `Understanding with regard to Trade & Craft Additive' -
     provided  for an increase of two full job classes for each of the trade and
     craft jobs listed in Section 2 of Article  Fourteen,  and this  addition is
     identified  as a trade or craft  convention  and is  recorded as a separate
     item in Factor 7 of the agreed upon classifications.

SECTION 5 - LEARNER JOBS

     The Company may continue  learner jobs where such jobs are now in existence
and may establish  additional  learner jobs by mutual  agreement with the Union.
Learner jobs are not to be described nor classified,  but shall be assigned to a
job class four job classes below the job class of the job being learned,  except
that an Employee  transferred  from another job to a learner job shall remain in
the job class for his former job unless,  by mutual agreement  between the Union
and Management, he shall be assigned to a lower job class.

     An  Employee  shall be  assigned to a learner job only until he can perform
satisfactorily  the job for which he is being  trained  and in no event for more
than 520 hours of actual work.

SECTION  7  -  INEQUITY  COMPLAINTS OR GRIEVANCES  PROHIBITED

     No basis shall  exist for an  Employee to allege that a wage rate  inequity
exists and no complaint  or  grievance on behalf of an Employee  alleging a wage
rate inequity shall be initiated or processed during the term of this Agreement.

SECTION  8  -  CORRECTION  OF  ERRORS

     Notwithstanding  any  provisions  of  this  Article  Fourteen,   errors  in
application of rates of pay shall be corrected.

SECTION  9  -  SHIFT  DIFFERENTIALS

     For hours worked on the afternoon  shift there shall be paid a premium rate
of 30 cents per hour.  For hours worked on the night shift there shall be paid a
premium rate of 45 cents per hour.

     Shifts shall be identified as follows:

     (1)  Day shift includes all shifts  scheduled to commence between 6:00 a.m.
          and 8:00 a.m. inclusive:

     (2)  Afternoon shift includes all shifts scheduled to commence between 2:00
          p.m. and 4:00 p.m. inclusive:

     (3)  Night shift  includes all shifts  scheduled to commence  between 10:00
          p.m. and 12:00 midnight, inclusive.

Any  hours  worked  by an  Employee  on a shift  which  commences  at a time not
provided for above shall be paid as follows:

     (1)  For hours worked which would fall in the  prevailing  day shift of the
          plant, no shift differential shall be paid:

     (2)  For hours worked which would fall in the prevailing afternoon shift of
          the plant, the afternoon shift differential shall be paid:

     (3)  For hours worked which would fall in the prevailing night shift of the
          plant, the night shift differential shall be paid.

     Shift  differential  shall  be  included  in the  calculation  of  overtime
compensation  and shall be  computed  by  multiplying  the  hours  worked by the
applicable  differential and the amount so determined  added to earnings.  Shift
differential  shall be paid for allowed time or reporting  time  provided for in
Section 2 of Article  Eleven - Hours of Work - of this  Agreement when the hours
for which payment is made would have called for a shift differential if worked.

[For the Youngstown and Elyria bargaining units, the Shift Differentials as last
agreed to by the USWA and LTV for the bargaining unit shall apply. ]

SECTION 10  -  SUNDAY  PREMIUM

     All hours  worked by an  Employee  on Sunday,  which are not paid for on an
overtime  basis,  shall be paid for at 1-1/2 times the Employee's  regular rate.
For the  purpose of this  provision,  Sunday  shall be deemed to be the 24 hours
beginning  with the  turn-changing  hour  nearest to 12:01 a.m.  Sunday.  Sunday
premium based on the standard hourly wage scale rate in Appendix A shall be paid
for reporting allowance hours.

                           ARTICLE FIFTEEN - CHECK OFF

     For each Employee who signs a voluntary  checkoff  authorization  card, the
Company will deduct dues for the preceding  calendar month following  receipt of
such  checkoff  authorization  card and it shall  also  deduct  any  assessments
against him which shall be general and uniform  among the  Employees at the time
who are members of the Union, and if owing by the Employee,  his initiation fee,
and promptly remit the same to the International Treasurer of the Union.

     Such written  authorizations  shall be irrevocable  for a period of one (1)
year or until the  termination or renewal of this  Agreement,  whichever  occurs
sooner, and such written authorizations shall be automatically renewed and shall
be irrevocable for successive periods of one (1) year each, or for the period of
such succeeding  collective  bargaining  Agreements  between the Company and the
Union, whichever shall be shorter,  unless written notice of revocation is given
to the Company and a copy sent to the Union no more than fifteen (15) days after
the  expiration  of each  period of one (1) year or each  succeeding  collective
bargaining Agreement between Company and Union, whichever occurs sooner.

     The  sole  authorized  representative  of the  Union,  for the  purpose  of
certifying Monthly dues or initiation fees, or any change therein to be deducted
by the Company for the Union shall be the International Treasurer.

     The Union shall indemnify and save the Company harmless against any and all
claims, demands, suits or other forms of liability that shall arise out of or by
reason of action  taken or not  taken by the  Company  in  reliance  upon  forms
furnished to the Company by the Union or for the purpose of  complying  with any
other provisions of this Section.

                           ARTICLE SIXTEEN - SEVERANCE
                                    ALLOWANCE

SECTION 1 - PERMANENT CLOSING

     When, in the sole judgment of the Company,  it decides to close permanently
the plant and  terminate  the  employment  of  individuals,  an  Employee  whose
employment is  terminated  as a result  thereof shall be entitled to a severance
allowance in accordance with and subject to the provisions hereinafter set forth
in this  Article.  Before the Company  shall  finally  decide to close the plant
permanently  it  shall  give  the  Union,  when  practicable,   advance  written
notification of its intention. Such notification shall be given at least 90 days
prior to the proposed closure date. Along with it, the Company shall provide the
Union with a detailed  statement of the reasons for the proposed  action and the
information  on  which it is  based.  Without  limiting  the  information  to be
provided  under this  paragraph,  the Company  shall  furnish  the Union,  where
available,  and on a  confidential  basis,  profit and loss  statements  for the
operations that are the subject of the proposed action for the last 24 months of
operations preceding it, any studies or evaluations assessing the feasibility of
continuing the operations,  and a detailed breakdown of the costs of maintaining
the  operations.   The  Company  will  thereafter  meet  the  appropriate  Union
representatives  in order to provide  them with an  opportunity  to discuss  the
Company's proposed course of action. Upon conclusion of such meetings,  which in
no event  shall be less than 30 days prior to the  proposed  closure  date,  the
Company shall advise the Union of its final decision. The final closure decision
shall be the  exclusive  function of the Company.  This  notification  provision
shall not be interpreted to offset the Company's  right to lay off or in any way
reduce or increase the working force in accordance  with its presently  existing
rights as set forth in this Agreement.

SECTION  2  -  ELIGIBILITY

     Such an  Employee  to be  eligible  for a  severance  allowance  shall have
accumulated  3 or more  years of  continuous  Company  service  as  computed  in
accordance  with  Article  Three  -  Seniority  - of this  Agreement,  provided,
however,  that no Employee for purposes of this Article  Sixteen  shall have any
continuous Company service prior to the date any Employee started at the Counce,
Tennessee Plant of the Company.

SECTION  3  -  BENEFITS

     An eligible  individual  shall receive  severance  allowance based upon the
following weeks for the corresponding continuous Company service:

                                 Weeks of Severance
Continuous Company Service          Allowance

 3 years but less than  5 years        4
5 years but less than  7 years         6
 7 years but less than 10 years        7
10 years or more                       8

     A week's  severance  allowance  shall be determined in accordance  with the
provisions for  calculation  of vacation  allowance as set forth in Section 6 of
Article Twelve - Vacations - of this Agreement.

SECTION  4 - DUPLICATION

     Severance allowance shall not be duplicated for the same severance, whether
the other  obligation  arises by reason of contract,  law, or  otherwise.  If an
individual is or shall become entitled to any discharge, liquidation,  severance
or  dismissal  allowance  or payment of similar kind by reason of any law of the
United States of America or any of the states, districts, or territories thereof
subject to its jurisdiction, the total amount of such payments shall be deducted
from the severance  allowance to which the individual may be entitled under this
Article  Sixteen,  or any payment made by the Company under this Article Sixteen
may  be  offset  against  such  payments.  Statutory  unemployment  compensation
payments shall be excluded from the nonduplication provisions of this Section 4.

SECTION  6  -  ELECTION  CONCERNING LAYOFF STATUS

     Notwithstanding any other provision of this Agreement an Employee who would
otherwise have been terminated in accordance  with the applicable  provisions of
this  Agreement  and  under the  circumstances  specified  in  Section 1 of this
Article  Sixteen may, at such time,  elect to be placed on layoff  status for 30
days if he had already been on layoff  status.  At the end of such 30-day period
he may elect to continue on layoff status or be terminated and receive severance
allowance if he is eligible for any such allowance  under the provisions of this
Article Sixteen,  provided,  however,  if he elects to continue on layoff status
after the 30-day period specified above and is unable to secure  employment with
the Company  within an  additional  60-day  period,  at the  conclusion  of such
additional  60-day  period he may elect to be terminated  and receive  severance
allowance if he is eligible for such allowance.  Any  Supplemental  Unemployment
Benefit  payment  received  by him for any period  after the  beginning  of such
30-day  period shall be deducted from any such  severance  allowance to which he
would have been otherwise eligible at the beginning of such 30-day period.

SECTION 7 - PAYMENT OF ALLOWANCE

     Payment shall be made in a lump sum at the time of termination.  Acceptance
of severance allowance shall terminate employment and continuous service for all
purposes under this Agreement.

                       ARTICLE SEVENTEEN - SUB GRIEVANCES

     The  following  procedure  shall  apply  only to  disputes  concerning  the
Supplemental Unemployment Benefit Plan (SUB).

     If any  difference  shall arise  between the Company and any Employee as to
the benefits payable to him

(b) (a) pursuant to the SUB.

or between the Company and the Union as to the  interpretation or application of
or  compliance  with the  provisions  of the SUB,  and  such  difference  is not
resolved by  discussion  with a  representative  of the Company at the  location
where it  arises,  it  shall,  if  presented  in  writing  under  the  following
provisions  become a SUB  grievance  and it shall be  disposed  of in the manner
described below:

     (a)  A grievance  must, in order to be considered,  be presented in writing
          within 30 days after the action  giving rise to such  difference  on a
          form to be furnished by the Company which shall be dated and signed by
          the Employee involved and the  representative  designated by the Local
          Union  to  handle   such   grievances   and   presented   to  a  local
          representative  of the Company  designated  to receive and handle such
          grievances.  The grievance shall be discussed by such  representatives
          within 10 days after it has been  presented to the  representative  of
          the  Company.  The  representative  of the  Company  shall note in the
          appropriate  place on the form his  disposition of the grievance,  his
          reasons  therefor  and the date thereof and shall return two copies of
          the form to the local representative of the Union within 10 days after
          the  date on which it was last  discussed  by them  unless  he and the
          local  representative  of the Union  agree  otherwise.  Minutes of any
          discussion  between  the Union and the Company  shall be prepared  and
          signed by the local representative of the Company within 10 days after
          the  discussion is held and shall be signed by the  representative  of
          the  Local  Union.  If the  representative  of the Local  Union  shall
          disagree  with the accuracy of the minutes as prepared by the Company,
          he shall set forth and sign his reasons for such  disagreement and the
          minutes, except for such disagreement, shall be regarded as agreed to.
          Unless the  grievance  is appealed  as set forth below  within 10 days
          after the date of delivery of the minutes to the representative of the
          Local  Union,  it shall be deemed to have been  settled  and no appeal
          therefrom  shall  thereafter  be  taken.   Notwithstanding  the  first
          sentence  of this  Subparagraph,  a  grievance  relating to Short Week
          Benefits under the SUB must be presented within 30 days after the date
          of the Short Week Benefit  draft if the dispute  relates to the amount
          of the  benefit or within 60 days from the end of the week in question
          if the dispute relates to eligibility for the benefit.

     (b)  In order for a grievance to be considered  further,  written notice of
          appeal  shall be served,  within 10 days after  receipt of the minutes
          described above, by the representative of the District Director of the
          Union, certified to the Company in writing, upon the representative of
          the Company  similarly  certified  to the Union by the  Company.  Such
          notice  shall  state  the  subject  matter  of  the   grievance,   the
          identifying number and objections taken to the previous disposition. A
          grievance which has been so appealed shall be discussed within 30 days
          of such notice by such  representatives in an effort to dispose of the
          grievance.  Minutes of the discussion, which shall include a statement
          of the  disposition  of the  grievance  by the  representative  of the
          Company, his reasons therefor and the date thereof,  shall be prepared
          and signed by him and  delivered  to the  representative  of the Union
          within 10 days after the discussion is held. The representative of the
          Union  shall  sign  such  minutes  and  shall  deliver  a copy  to the
          representative of the Company, and in the event he shall disagree with
          the  accuracy  of the  minutes as prepared by the Company he shall set
          forth and sign his  reasons  for such  disagreement  and the  minutes,
          except for such  disagreement,  shall be  regarded as agreed to. If an
          appeal  from  the  action  taken  with  regard  to  the  grievance  in
          accordance with the foregoing  procedure is not made in the manner set
          forth  below,  the  grievance  shall be deemed to have been settled in
          accordance with such action and no appeal  therefrom shall  thereafter
          be taken.

     (c)  If the procedure described in Subparagraphs (a) and (b) above has been
          followed with respect to a grievance  and it has not been settled,  it
          may be appealed by the District Director,  or his  representative,  to
          arbitration by written notice served  simultaneously on the Arbitrator
          and  the  certified   representative   of  the  Company  described  in
          Subparagraph  (b) above  within 20 days after the date of  delivery of
          the minutes to the representative of the Union.

     (d)  The decision of the  Arbitrator  on any  grievance  which has properly
          been referred to him shall be final and binding upon the Company,  the
          Union and all Employees involved in the grievance.

                       ARTICLE EIGHTEEN - PRIOR AGREEMENTS



                           ARTICLE NINETEEN - TERM OF
                                    AGREEMENT

     The terms and conditions established by this Agreement shall continue until
the  expiration  of 60 days after  either  party  shall give  written  notice of
termination to the other party but in any event shall not terminate earlier than
November  15,  2005.  If either  party gives such notice it may include  therein
notice of its desire to negotiate  with respect to Life  Insurance,  (Active and
Retired), Sickness and Accident Benefits, Dental Benefits, Vision Care Benefits,
401(k),  and  supplemental   unemployment   benefits  (existing   provisions  or
agreements as to Insurance,  401(k), and Supplemental  Unemployment  Benefits to
the contrary notwithstanding),  and the parties shall meet promptly to negotiate
with  respect to such  matters.  If the parties  shall not agree with respect to
such matters by the end of 60 days after the giving of such notice, either party
may  thereafter  resort to strike or lockout,  as the case may be, in support of
its  position in respect to such  matters as well as any other matter in dispute
(the existing  agreement or provisions  with respect to Insurance,  401(k),  and
Supplemental   Unemployment   Benefits   to   the   contrary   notwithstanding).
Notwithstanding any other provisions of this Agreement or the termination of any
or all other provisions hereof the Supplemental  Unemployment Benefit Plan shall
remain in effect until 120 days after written  notice of  termination  served by
either  party on the other party or after 30 days after the  expiration  date of
this Agreement.

     Any notice to be given under this  Agreement  shall be given by  registered
mail,  be  completed  by and at the time of  mailing;  and, if by the Company be
addressed  to the United  Steelworkers  of America at 96  Chappell  Road,  Troy,
Tennessee  38260 and if by the Union,  to the  Company at 16401  Swingley  Ridge
Road, Suite 700, Chesterfield, MO 63017.


                         UNITED STEELWORKERS OF AMERICA

     By:
         President


         Secretary and Treasurer


         Vice President Administration


         Vice President Human Affairs


         Director District 9


         Staff Representative


         President, Local No. 7573


         Vice President, Local No. 7573



MAVERICK TUBE CORPORATION


     By:

<Page>
                                   APPENDIX A
                           STANDARD HOURLY WAGE SCALES
                                    OF RATES

  JOB     EFFECTIVE     EFFECTIVE     EFFECTIVE
CLASS          2/1/00       8/1/01            2/1/03
-----         -------      -------            ------

 1-2      $13.742         $14.242          $15.242
    3       13.937          14.437           15.437
    4       14.132          14.632           15.632
    5       14.327          14.827           15.827
    6       14.522          15.022           16.022
    7       14.717          15.217           16.217
    8       14.912          15.412           16.412
    9       15.107          15.607           16.607
  10        15.302          15.802           16.802
  11        15.497          15.997           16.997
  12        15.692          16.192           17.192
  13        15.887          16.387           17.387
  14        16.082          16.582           17.582
  15        16.277          16.777           17.777
  16        16.472          16.972           17.972
  17        16.667          17.167           18.167
  18        16.862          17.362           18.362



[Appendix A of the Youngstown P&M unit labor agreement shall set forth the four
(4) additional Job Classes and wage rates as existing in the current USWA/LTV
Appendix.]

<PAGE>

Staff Representative
United Steelworkers of America
96 Chappell Road
Troy, Tennessee  38260

Dear Mr. Sanford:

     This will confirm our understanding reached during the negotiation of the
Counce Labor Agreement (Agreement) dated ______________, 2002 concerning safety
shoe allowance.

     On August 1, 2003, each Employee will be provided an allowance of $80.00 to
purchase safety shoes for wear at the plant.

     Any Employee who is eligible to receive a safety shoe allowance pursuant to
this letter but is or was not paid such allowance because he was then in
inactive status, will receive payment of an allowance when he returns to active
employment. However, an Employee shall in no event be entitled to more than one
such allowance in any calendar year during the term of this Agreement.

                           Very truly yours,    APPLIES TO THE COUNCE PLANT ONLY



                           Maverick Tube Corporation

RCW:fa

CONFIRMED:

<PAGE>
                                                                  August 1, 1999



Mr. David R. McCall Co-Chairman - Negotiating Committee United Steelworkers of
America 777 Dearborn Park Lane, Suite J
Columbus, Ohio  43085

Dear Mr. McCall:

     This will confirm our understanding reached during the negotiation of the
1999 Labor Agreements between the parties concerning a Gainsharing Plan for the
LTV Steel Tubular Products Company Plant at Counce, Tennessee (Counce Plant).

     In recognition of the significant contributions which productive employees
make to the continuous improvement and thus success of the operation, the
Company has adopted a Gainsharing Plan.

1.   The purpose of the plan is to motivate the employees to continuously
     improve productivity and quality performance and to share the gains of such
     performance with the employees.

2.   A Gainsharing Plan bonus of 16% (as described in the Memorandum of
     Understanding concerning Gainsharing), effective August 1, 1999, of an
     employee's standard hourly wage rate earnings for actual hours worked and
     applicable overtime premium hours will be targeted commensurate with
     performance and line loading for employees working on jobs classified at
     participation Level 1 which shall be 100%. In addition, jobs in
     participation Level 2 and participation Level 3 will have a Gainsharing
     Plan bonus opportunity of 85% and 50%, respectively, of the Gainsharing
     Plan bonus opportunity for participation Level 1 jobs. The appropriate
     gainsharing bonus earnings will be included in the calculation of vacation
     pay.

3.   Determinants against which performance will be measured will be, but not
     limited to, manhours per ton, yield and claims performance.

4.   The capability of the employees to consistently achieve the expected
     performance levels of the determinants will be subject to the grievance
     procedure.

5.   In the event of a major new or changed condition which affects the validity
     of the performance or line loading components of the plan, the affected
     component shall be changed to preserve the relative contribution of that
     component to earnings opportunity.

6.   All bargained for employees of the Counce Plant will be participants in the
     plan upon completion of their probationary period unless their employment
     is terminated for any reason other than retirement or death during the plan
     period.

7.   The plan period will be each calendar quarter with payments that are due
     under the plan payable as soon as practicable after the end of the quarter.

                           Very truly yours,    APPLIES TO THE COUNCE PLANT ONLY

                           /s/ N. P. Vernon, Jr.

                           N. P. Vernon, Jr. General Manager
         Labor Relations & Industrial Engineering


CONFIRMED:

/s/ David R. McCall

David R. McCall
Co-Chairman - Negotiating Committee
United Steelworkers of America

<PAGE>
                                                                    June 1, 1994



Mr. Haymond Turner
Staff Representative
United Steelworkers of America
1002 Hawthorne Street
Memphis, Tennessee  38107

Dear Mr. Turner:


     This will confirm our understanding reached during the negotiation of the
Counce Labor Agreement (Agreement) dated June 1, 1994 concerning maintenance
efficiencies.

The Parties recognize that in order for the plant to be successful in the
current and future competitive environment, it must be able to maximize the
effective utilization of its people and equipment. Efficient and effective
maintenance of plant equipment is vital if this goal is to be achieved.
Therefore, the Parties have agreed to the following understandings which have as
their objective the enhancement of maintenance efficiency:

1.   Employees in non-craft (operating/service) jobs may be assigned to perform,
     on their equipment, minor maintenance or adjustments of the skill level
     found in single purpose maintenance jobs such as Oiler and Greaser or
     Maintenance Helper jobs. Such duties shall contain:

o    Inspection and routine lubrication of equipment
     o   Minor maintenance work of the skill level found in single purpose
         maintenance jobs such as Oiler and Greaser or Maintenance Helper jobs.
     o   Assisting maintenance employees
     o   Collection and reporting of maintenance data

     Incumbents of Assigned Maintenance single purpose non-trade or Craft jobs
     such as Oiler and Greaser and Helper jobs such as Millwright Helper shall
     not be reduced from their job as a result of non-craft occupations assuming
     new duties under the provisions of this paragraph 1.

2.   Notwithstanding any prior agreements, the Expanded Trade of Craft jobs of
     Maintenance Technician-Mechanical (MTM) and Maintenance
     Technician-Electrical (MTE) may be unilaterally installed by the Company
     under the provisions of Appendix EE (J&L Agreement) as amended.

3.   Uninterrupted operation is established in all maintenance units at the
     plant. Elements of uninterrupted operations include, but are not limited
     to: continuous unit operating, uninterrupted maintenance activity, flexible
     and reasonable time for personal needs and lunch at a suitable site
     (whether on or off the job), and "on the job buddy relief" or work
     commencing at the job site at the start of the turn and concluding at the
     end of the turn. However, under normal circumstances, maintenance employees
     who, prior to the implementation of this paragraph had wash up time at the
     end of the turn established by practice or agreement and are not on a buddy
     relief assignment will be released in sufficient time so as to be at their
     locker room ten minutes prior to the end of the turn.


A Local Plant Joint Maintenance Efficiency Implementation Committee shall be
established. The Committee shall be comprised of two members selected by the
Local Union and two members selected by the Company. The Committee shall be
responsible for implementation issues as provided for in this Agreement. Any
implementation dispute that cannot be resolved by the Committee may be submitted
to the Co-Chairman of the Negotiating Committee or their designated
representative for final resolution. If the Co-Chairmen are unable to resolve
the issue, either Co-Chairman may submit the issue, to the arbitrator pursuant
to a procedure agreed upon by the Co-Chairmen. In resolving disputes under this
provision, the arbitrator shall equitably accommodate the company's need for
efficiency in uninterrupted operations with employee needs for reasonable
personal time and reasonable time for lunch at a suitable site. In addition, the
arbitrator shall consider personal needs and lunch arrangements for maintenance
employees at plants of the company where uninterrupted operations in maintenance
units were in effect before the effective date of this Agreement.




                           Very truly yours,         APPLIES TO ALL THREE PLANTS

                           /s/D. D. Egleston

                           D. D. Egleston
                           General Manager
                           Human Resources

CONFIRMED:

/s/Haymond Turner

Haymond Turner
Staff Representative

<PAGE>

                                                                    June 1, 1994


Mr. Haymond Turner
Staff Representative
United Steelworkers of America
1002 Hawthorne Street
Memphis, Tennessee  38107

Dear Mr. Turner:

     This will confirm our understanding reached during the negotiation of the
Counce Labor Agreement (Agreement) dated _____________, 2002 concerning certain
matters pertaining to safety and health.

     The Company will, as a minimum, provide time off with pay for three (3)
days annually to one Union member of the Joint Safety and Health Committee
beginning in - 2003 and annually thereafter for the life of the Agreement to
attend approved safety and health training.

     The Company will change all references to the International Safety and
Health Department in the Agreement to the International Health, Safety and
Environment Department.

                           Very truly yours,         APPLIES TO ALL THREE PLANTS

                           /s/D. D. Egleston

                           D. D. Egleston
                           General Manager
                           Human Resources

CONFIRMED:





Staff Representative

<PAGE>
                                                            ______________, 2002


Mr. Paul Sanford
Staff Representative
United Steelworkers of America
96 Chappell Road
Troy, Tennessee  38260

Dear Mr. Sanford:

     This letter will confirm our understanding reached during the negotiation
of the Counce Labor Agreement (Agreement) dated _____________, 2002 concerning
vacation.

     For Employees with more than two (2) weeks of vacation entitlement, Plant
Management and the Local Union may mutually agree upon a system that would
permit such Employees to designate one (1) week of vacation entitlement to be
taken in single days.

     Effective January 1, 2002, for those employees who are eligible to
designate one (1) week of vacation entitlement to be taken in single days,
single days of vacation will be paid in the pay for the pay period in which the
vacation day(s) were taken. For each single day of vacation, the employee will
receive one-fifth (1/5th) of this calculated weekly vacation rate.

                           Very truly yours,         APPLIES TO ALL THREE PLANTS







                           RCW:fa

CONFIRMED:


Staff Representative

<PAGE>
                                                                   June 28, 1993


Mr. Haymond Turner
Staff Representative
United Steelworkers of America
1002 Hawthorne Street
Memphis, Tennessee  38107

Dear Mr. Turner:

     This will confirm our understanding reached during the negotiation of the
Counce Labor Agreement (Agreement) dated _________________, 2002 concerning the
adjustment of complaints and grievances.

     Existing procedural requirements notwithstanding, in an effort to
streamline the grievance and arbitration procedure and to ensure the speedy
resolution of grievances, the following understandings have been reached for the
term of the ________________, 2002Counce Labor Agreement:

1.   The Expedited Arbitration Procedure in Article Eleven, Section 6, of the
     April 15, 1990 Labor Agreement applicable to production and maintenance
     employees at the former Republic Steel Corporation facilities shall be
     applicable to the Counce Plant.

2.   The Local Union shall have the option of expanding the types of cases
     subject to the Expedited Arbitration Procedure by adopting one or both of
     the following programs.

     a)  All grievances involving discipline, except those involving discharge
         or discipline for concerted activity, will be processed under the
         Expedited Arbitration Procedure.

     b)  Unless otherwise mutually agreed by the parties, all grievances will be
         processed under the Expedited Arbitration Procedure, including those
         specified in paragraph a) above, and not including cases involving wage
         matters, job eliminations and job combinations, testing, severance
         allowance, contracting out matters, significant safety and health
         matters, and the benefits agreements.

3.   Notwithstanding the above, the Expedited Arbitration Procedure will be
     implemented at the Counce Plant only if an Area Arbitration Panel exists
     that would service the Counce Plant or, if no such Panel exists, the
     parties are able to form such a Panel.

4.   The grievant and/or the grievance committeeman will not be docked for time
     spent in presenting and discussing First or Second Step Complaints or
     Grievances with the appropriate Management representative, if such meeting
     is held so as to require time off the job. The current procedures with
     respect to scheduling such discussions shall not be affected by this
     Agreement.

5.   In instances where an employee is entitled to be made whole as a result of
     an Arbitration Award or a grievance settlement, earnings of such an
     employee from employment outside the Company during any part of the period
     in question will not be deducted from the amount owed the employee.

6.   The Company will pay a maximum total of sixteen hours lost time to the
     Union representatives for participating in each full day of scheduled Third
     Step hearings. A full day of scheduled Third Step hearings, for purposes of
     this paragraph shall be considered as one in which the Third Step hearings
     last six hours or more. In instances where the scheduled Third Step
     hearings are completed in less than six hours, the total of sixteen hours
     pay for the lost time of participating Union representatives will be
     prorated based on the ratio of the length of the hearings to six hours. The
     identity of the payees for each such day of Third Step hearings will be
     supplied by the Local Union President. The current procedures with respect
     to scheduling such Third Step hearings shall not be affected by this
     provision.

7.   Unless otherwise mutually agreed, in the event Arbitration Awards or
     grievance settlements requiring monetary payment are not paid within 30
     days after the identity of the payees and the specific amount owed each
     payee has been determined, the affected payees will be paid interest at the
     current passbook savings account rate of the bank on which the check is
     drawn until the payments have been made. This provision will be applicable
     to Arbitration Awards issued or grievance settlements concluded after the
     effective date of the _____________, 2002 Counce Labor Agreement.


                           Very truly yours,         APPLIES TO ALL THREE PLANTS

                           /s/D. D. Egleston

                           D. D. Egleston
                           General Manager
                           Human Resources

DDE/mmb

CONFIRMED:

/s/Haymond Turner


Haymond Turner
Staff Representative

<PAGE>
                                                                  April 15, 1990


Mr. George R. Williamson Sub-District Director United Steelworkers of America
2500 Mt. Moriah Road Suite 850, Building G Memphis, Tennessee 38115

Dear Mr.. Williamson:

     This will confirm our understanding reached during the negotiation of the
Counce Labor Agreement (Agreement) dated April 15, 1990 concerning checkoff.

     The Company will implement the dues checkoff provisions of this Agreement
in accordance with the applicable provisions of the Memorandum of Understanding
on Checkoff in the April 15, 1990 Labor Agreement covering production and
maintenance Employees of the former Republic Steel facilities.

                           Very truly yours,         APPLIES TO ALL THREE PLANTS

                           /s/D. D. Egleston

                           D. D. Egleston
                           General Manager
                           Human Resources

DDE/mmb

CONFIRMED:


s/George R. Williamson


George R. Williamson
                              Sub-District Director

<PAGE>
                                                                  April 15, 1990


Mr. George R. Williamson Sub-District Director United Steelworkers of America
2500 Mt. Moriah Road Suite 850, Building G Memphis, Tennessee 38115

Dear Mr. Williamson:

     This will confirm our understanding reached during the negotiation of the
Counce Labor Agreement (Agreement) dated April 15, 1990 concerning leaves of
absence for Employees who leave their employment with the Company to become
employees or elected officials of the International Union.

     1. The parties have reached the following agreement with respect to any
person who

              (a) First becomes an Officer or Director of the International
Union after April 15, 1990,

                    or

              (b) Becomes an employee of the International Union and whose
                  probationary period expires on or after April 15, 1990.

              (c) Was an Officer or Director or employee of the International
                  Union prior to April 15, 1990 but was not as of that date
                  accruing service for Company pension purposes (for time spent
                  as an Officer, Director or employee of the International
                  Union) pursuant to a valid agreement providing for such
                  accrual.

     2.  An individual described in paragraph 1 shall be granted a leave of
         absence from the Company concurrent with the period of his permanent
         employment with the International Union.

     3.  Once an individual described in paragraph 1 is made a permanent
         employee of the International Union (by completing his probationary
         period) that person shall, from that point forward and while he retains
         his leave of absence status with the Company, not receive any service
         credit for Company pension purposes.

     4.  Such person shall accumulate continuous service for purposes of recall
         to employment and for all other purposes under this Agreement, except
         pensions, provided that he shall not be entitled to receive any
         contractual benefits during the period of his leave of absence or
         receive retiree health care benefits from the Company if he is eligible
         for coverage in the International Union health care plan for retirees.

                           Very truly yours,         APPLIES TO ALL THREE PLANTS

                           /s/D. D. Egleston

                           D. D. Egleston
                           General Manager
                           Human Resources

DDE/mmb

CONFIRMED:
/s/George R. Williamson

George R. Williamson
Sub-District Director
<PAGE>
                                                                   June 28, 1993
                                                               ___________, 2002



Staff Representative
United Steelworkers of America
1002 Hawthorne Street
Memphis, Tennessee  38107

Dear Mr.______________:

     This will confirm our understanding reached during the negotiation of the
Counce Labor Agreement (Agreement) dated __________, 2002 concerning
uninterrupted operations.

     The parties recognize that an effective way to determine commitment to the
success of the plant is to constantly improve the utilization of people and
equipment.

     In order to achieve these improvements, the parties agree that
uninterrupted operation of all production and service units is established.

     Elements of uninterrupted operations include, but are not limited to
continuous unit operation, flexible and reasonable time for personal needs and
lunch at a suitable site (whether on or off the job), and "on the job buddy
relief" or work commencing at the job site at the start of the turn and
concluding at the end of the turn.

     Although the parties have reached agreement on the establishment of
uninterrupted operations, the par ties also recognize that in order to achieve
the desired results of these improvements, the individual needs of employees
must be recognized and addressed.

     Therefore, the parties have agreed that a Joint Local Plant Implementation
Committee consisting of two representatives from the Union and two
representatives from the Company shall be established to resolve any
implementation issues not resolved by the involved employees, including methods
by which employees may continue to have required lunch and personal needs time.
Such Committee shall be required to conclude on all implementation matters
within 120 days of the effective date of this Agreement, unless extended by
mutual agreement.

     Any implementation dispute that cannot be resolved by the Plant
Implementation Committee may be submitted to the Co-Chairman of the Negotiating
Committee or their designated representative for final resolution.

     If the Co-Chairmen are unable to resolve the issue, it will be submitted to
the arbitrator pursuant to a procedure agreed upon by the Co-Chairmen. In
resolving disputes, the arbitrator shall equitably accommodate the company's
need for efficiency in uninterrupted operations with employee needs for
reasonable personal needs time and reasonable time for lunch at a suitable site.
In addition, the arbitrator shall consider personal needs and lunch arrangements
in comparable production and service units at plants of the company where
uninterrupted operations in such units was in effect before the effective date
of this Agreement.



                           Very truly yours,         APPLIES TO ALL THREE PLANTS

                           /s/D. D. Egleston

                           D. D. Egleston
                           General Manager
                           Human Resources

DDE/mmb

CONFIRMED:

/s/Haymond Turner

Haymond Turner
Staff Representative

<PAGE>
                                                                   June 28, 1993


Mr. Haymond Turner
Staff Representative
United Steelworkers of America
1002 Hawthorne Street
Memphis, Tennessee  38107

Dear Mr. Turner:


     This will confirm our understanding reached during the negotiation of the
Counce Labor Agreement (Agreement) dated _________, 2002 concerning an
experimental understanding on summer student employment.

     During the term of this Agreement, the probationary provisions of the
Agreement shall be modified as follows for students hired for summer employment
on or after May 1 provided those students terminate their employment on or
before September 15 of the same year:

     1.  The probationary period of 520 hours of actual work shall be changed to
         1200 hours of actual work.

     2.  The provision for probationary employees rehired at the plant within
         one year of the employee's termination to apply their hours of actual
         work during their first employment in determining when these employees
         have completed their probationary period during their next period of
         employment is waived if the next period of employment is for summer
         employment covered by this experimental understanding.

     3.  For purposes of this understanding, a student is defined as an
         individual enrolled or registered to attend an educational institution
         including a high school, a trade/vocational/technical school, a college
         or a university, a junior college, or a community college.

     Students hired prior to May 1 or continued in employment after September 15
will not be covered by this probationary experimental understanding but will be
covered by the provisions of the Agreement.


                           Very truly yours,         APPLIES TO ALL THREE PLANTS



DDE/mmb

CONFIRMED:


Staff Representative








                  DELETE AS TO ALL THREE PLANTS
<PAGE>

ADDITIONAL MATTERS - YOUNGSTOWN, OHIO PLANT
o                 Incentive plans for the P&M unit will be maintained in the
                  status they had under LTV immediately prior to the Closing
                  until mutual agreement otherwise
o                 O&C unit. All changes, deletions and exclusions applicable to
                  the P&M unit at Youngstown shall apply as applicable to the
                  O&C unit at Youngstown. The standard biweekly scale of rates
                  for respective job classes as last agreed to by the USWA and
                  LTV, including scheduled increases, shall apply. The O&C unit
                  agreement shall terminate November 15, 2005.

ADDITIONAL MATTERS - ELYRIA, OHIO PLANT
o                 Incentive plans for the P&M unit will be maintained in the
                  status they had under LTV immediately prior to the Closing
                  until mutual agreement otherwise

ADDITIONAL MATTERS - SUCCESSORSHIP - ALL THREE PLANTS
o                 The Company agrees that it will not sell, convey, assign or
                  otherwise transfer the plant or significant part thereof if it
                  has not been permanently shutdown for at least 8 months to any
                  other party (Buyer) who intends to continue to operate the
                  business as the Company had, unless the following conditions
                  have been satisfied prior to the closing date of the sale:
                  a.       The Buyer shall have entered into an Agreement with
                           the Union recognizing it as the bargaining
                           representative for the employees within the existing
                           bargaining unit.

                  b.       If requested by the Company the Union will enter into
                           negotiations with the Company on the subject of
                           releasing and discharging the Company from any
                           obligations, responsibilities and liabilities to the
                           Union and the employees, except as the parties
                           otherwise mutually agree.

o                 The Buyer shall have the option to accept the current labor
                  agreement with the Union or to enter into a new agreement
                  establishing the terms and conditions of employment.
o                 This provision is not intended to apply to any transactions
                  solely between the Company and any of its subsidiaries or
                  affiliates or its parent company including any of its
                  subsidiaries or affiliates; nor is it intended to apply to
                  transactions involving the sale of stock, except if the plant
                  or significant part thereof is sold to a third party pursuant
                  to a transaction involving the sale of stock of a subsidiary.

ADDITIONAL MATTERS - 401(k) PLANS - ALL THREE PLANTS
o                 Maverick shall adopt a separate 401(k) plan for Maverick
                  employees employed in each of the USWA bargaining units at the
                  Counce, Elyria, Ferndale and Youngstown plants. The Youngstown
                  plant 401(k) plan shall include in a single plan employees
                  employed in the P&M and O&C bargaining units.
o                 The 401(k) plan shall have the same terms and provisions as
                  the Maverick 401(k) currently in effect for Maverick non-union
                  employees and shall be effective as of the same date the ICBA
                  for the plant is effective. Service for purposes of the 401(k)
                  plan shall not include employment with LTV.
o                 An exception to having the same terms and provisions as the
                  Maverick 401(k) currently in effect for Maverick non-union
                  employees, the 401(k) for the USWA bargaining units shall have
                  the following terms: Maverick shall be required to contribute
                  per plan year 4% of the employee's W-2 wages paid by Maverick
                  without any required matching contribution by the employee;
                  any LTV employee who becomes a Maverick employee and works at
                  least one (1) hour in a bargaining unit job shall be
                  immediately vested under the 401(k) plan.
o                 The claims procedure of the 401(k) plan and not the grievance
                  and arbitration procedure of the ICBA shall be used to resolve
                  claims that may arise regarding the administration of the
                  401(k) plan.
ADDITIONAL MATTERS - HEALTH CARE, LIFE INSURANCE AND LTD PLANS - ALL THREE
 PLANTS
o                 Maverick shall provide group insurance plans for health care,
                  life insurance, and Long Term Disability for Maverick
                  employees employed in the USWA bargaining units at the Counce,
                  Elyria, and Youngstown plants. No retiree coverage is
                  provided.
o                 The plans shall have the same terms and provisions, including
                  co-pays, deductibles and employee premiums, as the Maverick
                  plans currently in effect for Maverick's non-union employees
                  and shall be effective as of the same date as the ICBA for the
                  plant is effective.
o                 The claims procedure of the plans and not the grievance and
                  arbitration procedure of the ICBA shall be used to resolve
                  claims that may arise regarding administration of the plans.

ADDITIONAL MATTERS - HEALTH CARE AND LIFE INSURANCE DURING LAYOFF - ALL THREE
PLANTS
o                 Maverick shall provide through its group insurance plans for
                  health care and life insurance for Maverick employees employed
                  in the USWA bargaining units at the Counce, Elyria, and
                  Youngstown plants that coverage under the Maverick group plans
                  for the health care and life insurance shall continue during
                  layoff for the same duration and subject to the same
                  conditions as is currently provided in the agreement between
                  LTV and the USWA for the bargaining unit at the respective
                  plant.
o                 For purposes of this provision, where service is used in the
                  LTV/USWA agreement to determine the duration of coverage
                  during layoff, service with LTV shall be recognized in
                  addition to service with Maverick.
o                 This provision such be shall be effective as of the same date
                  the ICBA is effective for the plant. It is expressly agreed
                  that this provision does not apply to LTV employees who are on
                  layoff as of the date the ICBA is effective at the plant. For
                  this provision to apply, the employee must be actively at work
                  as an employee of Maverick on or after the date the ICBA is
                  effective at the plant and be laid off by Maverick thereafter.
o                 This provision and the coverage it provides shall terminate in
                  accordance with the termination provision in the Labor
                  Agreement.

ADDITIONAL MATTERS - SUB PLANS - ALL THREE PLANTS

o SUB plans currently exist between LTV and the USWA at the Youngstown, Elyria
and Counce plants.
o                 Except as provided in this provision or in the attached SUB
                  Plan, the parties agree to same terms and conditions as are
                  currently set forth in the respective SUB plans between LTV
                  and the USWA for the Counce, Elyria and Youngstown plants to
                  be applicable at those three plants. For purpose of service
                  under the SUB plans, service with LTV would be recognized as
                  service for Maverick. Provided, however, an employee of
                  Maverick as defined in the ICBA would not be eligible for SUB
                  benefits under the Maverick/USWA SUB plan unless, in addition
                  to other eligibility criteria of the SUB plan, the Employee
                  was actively at work for Maverick on or after the date the
                  ICBA becomes effective at the plant and is thereafter laid off
                  by Maverick.
o                 The Financial Position of the USWA/Maverick SUB Plan on the
                  date it initially becomes effective (the day after the Closing
                  date) shall be the same as the Financial Position of the
                  USWA/LTV Sub Plan as of the Closing date).
o The SUB Plan agreed to by the parties is attached. ________.

ADDITIONAL MATTERS - EMPLOYEES OF LTV WHO DO NOT BECOME EMPLOYEES OF MAVERICK -
ALL THREE PLANTS

o                 The parties recognize that the definition of employee as set
                  forth in this ICBA may exclude employees of LTV who do not
                  become employees of Maverick because they are not actively at
                  work at the time this ICBA becomes effective due to such
                  reasons as sickness, injury, impairment, discharge or layoff
                  and therefore will not be covered by the provisions of this
                  ICBA unless and until such person may be employed by Maverick.
                  The parties agree that what, if any, are responsibilities or
                  obligations to such persons are matters to be determined
                  between LTV and the USWA.
ADDITIONAL MATTERS - CONTRACTING OUT - ALL THREE PLANTS
     Contracting out section is deleted and replaced with the following two
sections:

     Section 1

The  Company recognizes that the Union's concern about contracting out work and
     with regards thereto the Company will not regularly contract out work to be
     performed in the plant that the bargaining unit employees normally perform
     while there are bargaining unit employees available who are capable of
     performing the subject work. It is further agreed that no work to be
     performed in the plant will be regularly contracted out which results in
     diminishing the size and scope of the bargaining unit with exception of
     temporary surge work due to major construction or major repairs,
     emergencies, or when specialized skills or trades or equipment are not
     available. In applying the above provisions, one of the considerations
     shall be the costs involved.

     Section 2

     The Company will provide notice to the Local Union President (Unit
     Chairperson) or his/her designee of all such contracting out. The parties
     will meet to discuss particular work or general issues as a meeting to be
     scheduled for that purpose. Awaiting the meeting will not require the
     Company to refrain from contracting out the work in question.

ADDITIONAL MATTERS - INSTITUTE FOR CAREER DEVELOPMENT - ALL THREE PLANTS
         During this term of this Agreement, the Company shall contribute
fifteen ($.15) cents per hour work in the bargaining unit to an Institute for
Career Development fund for each of the Youngstown (P&M and O&C), Elyria and
Counce plants. The Institute for Career Development ("ICD") and ICD fund shall
be jointly designed and administered by the USWA and the Company for each plant
and will be patterned after the ICD and ICD fund which exists between LTV and
the USWA at the plants. No contribution for overtime hours shall be required.
ADDITIONAL MATTERS - RATIFICATION BONUS - ALL THREE PLANTS
         Maverick Tube Corporation shall pay a ratification bonus in the gross
amount of seven hundred fifty ($750) dollars subject to the following
conditions:
         (1)      Persons eligible. Each USWA member who is, as of the
                  ratification date, a member in good standing (as determined by
                  the USWA) in a USWA bargaining unit at the Counce, TN,
                  Youngstown, OH, Elyria, OH, or Ferndale, MI plants. The number
                  of good standing members in the aggregate is 248 as of
                  November 1, 2002.
         (2)      Time Period. All USWA bargaining units at all plants must
                  ratify their respective labor agreement for the bargaining
                  unit no later than November 15, 2002.
         (3)      List of Persons Eligible. Promptly following the ratification
                  of all bargaining units, the USWA will supply Maverick Tube
                  Corporation with a list by plant of the names, mailing
                  addresses and social security numbers of the persons eligible
                  for the ratification bonus.
         (4)      Not Part of Regular Wages. The ratification bonus shall not be
                  a part of the regular wage rate for persons who become
                  employees of Maverick Tube Corporation on or after the Closing
                  date.
         (5)      Withholding  and  Deductions:  The $750 gross amount of the
                  bonus  payment will be reduced by income tax  withholding
                  and FICA.
         (6)      When Ratification Bonus Payment Due. A check in the $750 gross
                  amount of the ratification bonus, reduced by income tax
                  withholding and/or FICA tax as may be applicable, shall be
                  mailed to each eligible person at the address provided by the
                  USWA within ten (10) business days of the Closing, provided
                  the Closing occurs.

ADDITIONAL MATTERS -NEW EMPLOYEE ORIENTATION - ALL THREE PLANTS
         The parties at each plant will develop a joint orientation program for
new hires which will include introduction of management and local union
representatives, joint emphasis on quality and customer satisfaction and
participation and problem solving.

ADDITIONAL MATTERS - COUNCE GAINSHARING PLAN - COUNCE PLANT ONLY
         The Company and the USWA agree to discuss the Counce plant Gainsharing
plan within 6 months of the Closing without a requirement of agreement by either
party as to changes/modifications.
<PAGE>

ADDITIONAL MATTERS - SETTLEMENT AGREEMENT TO THIS INITIAL COLLECTIVE BARGAINING
 AGREEMENT ("ICBA") - ALL THREE PLANTS

         1.0      Parties.
                  -------
                  1.1 The parties to each of these Initial Collective Bargaining
Agreements ("ICBA") for the Counce, Tennessee, Youngstown, Ohio and Elyria, Ohio
plants are the United Steelworkers of America, AFL-CIO-CLC ("USWA") with
headquarters at Five Gateway Center, Pittsburgh, Pennsylvania 15222, and
Maverick Tube Corporation ("Maverick"), whose principal place of business is
located at 16401 Swingley Ridge Road, Suite 700, Chesterfield, Missouri 63017.
         2.0      Purposes.
                  --------
                  2.1 Maverick intends to purchase substantially all of the
assets of the Counce, Tennessee, Youngstown, Ohio and Elyria, Ohio tubular
products plants of bankrupt LTV Corporation and to offer employment to persons
who are currently actively at work in jobs in the production and maintenance
units at each plant and the office and clerical unit at the Youngstown plant for
which the USWA is the exclusive bargaining representative. The USWA and Maverick
desire to have in place an ICBA for each of the plants which will become
effective as described in Section 8.0 below.
                  2.2 The parties have used the printed booklet labor agreement
for the Counce, Tennessee plant between LTV Steel Tubular Products Company and
the USWA dated August 1, 1999 as modified to date as a reference in identifying
topics agreed to be included and excluded in the ICBA for each of the three
plants. It is the intention of the parties to maintain each plant as a separate
bargaining unit with separate plant labor agreements for each plant. The parties
recognize the difficulty in arriving at specific contract language for all
topics agreed to be included in the ICBA for each plant in the time the parties
wish to conclude this ICBA. Therefore, this document is presented in summary
form as to topics to be included and excluded in the ICBA for each plant with
differences as to terms and provision among each plant noted. As to topics which
are included but require modification or substitution of existing language as
noted herein and in the Appendix, the parties recognize their respective
obligations after Closing to negotiate in good faith to arrive at specific
contract language should either party desire to do so.
         3.0      Definition of Employee or Purposes of this ICBA.
                  -----------------------------------------------
                  3.1 Notwithstanding any other provisions of LTV/USWA labor
agreements or the definition of Employee as it appears in this ICBA and Appendix
for each plant, Employees are (1) persons actually performing work on a job in
the bargaining unit in the pay period immediately preceding the closing; and (2)
persons who would be actually performing work on a job in the bargaining unit in
the pay period immediately preceding the closing but are absent from work in
such pay period because of scheduled vacation, funeral leave, military service
or encampment or other authorized absence for which absence the person continued
to receive his/her regular wage in such pay period; and (3) such persons as
described in provisions (1) or (2) who has not quit, retired or otherwise ceased
active employment with LTV as of the day before the Closing and who accept
employment with Maverick and who actually perform work in a job in the
bargaining unit after Closing.
         4.0      Topics Included, Included as Modified and Excluded in the
                  Separate ICBA For Each of the Plants Using the Counce,
                  Tennessee LTV/USWA 1999 Booklet Agreement for Reference Are As
                  Noted in the Mark Up of the ICBA.

         5.0      Subjects  Specifically  Excluded in the Separate ICBA for the
                  Plants at Counce,  Tennessee,  Youngstown,  Ohio,  and
                  --------------------------------------------------------------
                  Elyria, Ohio.

                  5.1 In addition to the topics deleted as noted in the
Appendix, the following subjects are specifically excluded from the ICBA for the
Counce, Tennessee, Youngstown, Ohio and Elyria, Ohio plants:
                  1.       Defined benefit pension plan
                  2.       Retiree and surviving spouse health, hospital-medical
                            and life insurance
                  3.       Overtime Control Training Fund
                  4.       Institute for Career Development (except as provided
                            under Additional Matters)
                  5.       Employee Investment Program
                  6.       VEBA trust
                  7.       Stand Up for Steel Funding
                  8.       Educational Assistance Plan
                  9.       Neutrality Agreement
                  10.      LTV Supplemental Unemployment Benefit Plan (see
                           provision concerning a SUB Plan under Additional
                           Matters)

                  11.      Understanding on National Health Care Program 12.
                           Family and Medical Leave 13. National Policy for
                           Steel Agreement 14. Employee and Union Involvement
                  15.      Successorship (see provision concerning successorship
                           under Additional Matters)

                  16.      Seat on Board of Directors
                  17.      LTV Contracting Out (see provision concerning
                           contracting out under Additional Matters).

                    18.  Any and all published or unpublished  agreements,  side
                         letters or memoranda of understanding not referenced as
                         included in the mark up of the ICBA or 17.  immediately
                         above.  Provided,  however, that as an exception to the
                         immediately  preceding  sentence,   there  are  certain
                         specific Local Working  Condition  Agreements  ("LWCA")
                         which the parties  agree are made part of this ICBA.  A
                         LWCA  which is made part of this ICBA is  defined  as a
                         written   agreement   meeting  all  of  the   following
                         criteria:   (a)  a  separate   written   agreement  not
                         appearing in the most recent  printed  labor  agreement
                         booklet  between  LTV and the USWA for the  plant;  (b)
                         which  is  signed  by the  USWA  and  LTV and is now in
                         effect at the  plant;  (c) which  sets forth a specific
                         local working  condition  for the plant;  (d) which was
                         entered  into  between  the USWA  and LTV at the  plant
                         level  (i) as a  result  of  local  plant  negotiations
                         concluded  in  August of 1999 or  hereafter  or (ii) if
                         entered into prior to August of 1999, was recognized or
                         continued without protest after August of 1999; and (e)
                         which is not a published or unpublished agreement, side
                         letter agreement or memorandum of  understanding  which
                         is (i)  described  as  excluded  in items 1 through  17
                         above  or (ii)  deleted  as shown in the mark up of the
                         ICBA; or (iii) inconsistent with the provisions of this
                         ICBA as set forth in the mark up of the ICBA.

                                    Within 90 days following this ICBA becoming
                           effective at the plant, the parties at the plant
                           shall jointly assemble all LWCA as defined herein for
                           the plant bargaining unit. Should a dispute arise as
                           to whether an agreement is a LWCA as defined herein,
                           the parties at the plant level shall meet to attempt
                           to resolve the dispute. If the dispute is not
                           resolved at the plant level, either party may submit
                           the dispute to arbitration under the arbitration
                           provisions for the plant/bargaining unit. By mutual
                           agreement, more than one disputed LWCA may be
                           presented in the same arbitration. The party
                           contending that the agreement is a LWCA as defined
                           herein shall have the burden of proof by clear and
                           convincing evidence that the agreement meets all of
                           the criteria of a LWCA as defined herein.

         6.0      Maverick Not Responsible For Pre-Effective Date Liabilities or
                  Obligations

                  6.1 Maverick shall not be responsible for monetary or other
relief for any period prior to the effective date of this ICBA resulting from
claims, grievances, liabilities or obligations arising from collective
bargaining agreements between LTV or its affiliates and the USWA.
                  6.2 The sale of assets by LTV to Maverick shall not constitute
an event for which Maverick is liable for severance or any other payment or
benefit to any employee or former employee of LTV whether or not that person
becomes an employee of Maverick after the sale.
         7.0      Complete Understandings.
                  7.1 The parties have negotiated in good faith with respect to
all manner of mandatory and permissive subjects of bargaining either party has
sought to raise. This ICBA contains the complete understanding of the parties
with respect to topics and items to be included in, modified and excluded from
the ICBA for each of the three plants.
         8.0      Effective Date of ICBA.
                  8.1 The parties agree that each separate ICBA for the Counce
plant, the Youngstown plant and the Elyria plant shall not become effective
unless each USWA bargaining unit at all three such plants and the USWA
bargaining unit at the Ferndale, Michigan plant shall have entered into a
separate ICBA for each respective USWA bargaining unit.
                  8.2 Provided the conditions described in 8.1 above have been
satisfied, the ICBA for each of the USWA bargaining units at the Counce plant,
the Youngstown plant and the Elyria plant shall be effective 12:01 a.m. the day
next following the day on which the Closing occurs. This condition shall only
apply to this ICBA.
<PAGE>

Entered Into this 1st day of January, 2003
United Steelworkers of America, AFL-CIO, CLC         Maverick Tube Corporation

/s/ D.R. McCall                                      /s/ Gregg Eisenberg
------------------------------------                 ---------------------------

/s/ Mark A. Shaw                                     /s/ Sudhakar Kanthamneni
------------------------------------                 ---------------------------

/s/ Leonard S. Frangella                             /s/ Ray Waiwood
------------------------------------                 ---------------------------

/s/ Fred Gentile
------------------------------------

/s/ Doug Turnbow
------------------------------------