Exhibit 10.31

                                    AGREEMENT


                                     BETWEEN



                            Maverick Tube Corporation
                                 Ferndale Plant


                                     and the


                               UNITED STEELWORKERS

                                   OF AMERICA



                      PRODUCTION AND MAINTENANCE EMPLOYEES
                               LOCAL UNION 2659-29



                          Effective ____________, 2002


FERNDALE, MICHIGAN
<Page>


                    INITIAL COLLECTIVE BARGAINING AGREEMENTS
                   ("ICBA") BETWEEN MAVERICK TUBE CORPORATION
               AND THE USWA TO BE APPLICABLE AS NOTED AT THE USWA
                 BARGAINING UNIT AT THE FERNDALE, MICHIGAN PLANT


                        ENTERED INTO: ____________, 2002

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

Article                                 Section  Page

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

ONE        PURPOSE AND SCOPE
           Purpose.............................1   11
           Observance..........................2   12

TWO        RECOGNITION
           Coverage............................1   14
           Employee Defined....................2   14
           Disputed Exclusions.................3   15
           Supervisors Working.................4   15
           Scope...............................5   16
           Contracting Out.....................6   16

THREE      COMPANY AND UNION ACTIVITY
           Interference or Discrimination......1   22
           Union Activity......................2   22
           Intimidation or Coercion............3   23
           Nondiscrimination...................4   23
           Civil Rights Committee..............5   23

FOUR       UNION MEMBERSHIP
           AND CHECKOFF
           Union Membership....................1   24
           Checkoff............................2   25
           Indemnity Clause....................3   27

FIVE       WAGES
           Standard Hourly Wage Scales.........1   27
           Application of the Standard Hourly
              Wage Scales......................2   28
           Further Application of the
              Standard Hourly Wage Scales......3   29
<PAGE>
                                TABLE OF CONTENTS

Article                                 Section  Page

FIVE       WAGES (Continued)
           Production and
           Maintenance Jobs...................4    30
           Trade, Craft or Multiple-
              Related Jobs....................5    30
           Apprentice or Learner Jobs.........6    31
           Profit Sharing.....................7    32

           Inequity Complaints or
              Grievances Prohibited...........9    37
           Correction of Errors..............10    37
           Inconsistent Pay Practices........11    37
           Shift Differentials...............12    37
           Sunday Premium....................13    39

SIX        HOURS OF WORK
           Definitions........................1    39
           Normal Work Pattern................2    39
           Scheduling.........................3    40
           Schedules Posted...................4    40
           Schedule Changes...................5    40
           Reporting Time.....................6    41
           Overtime...........................7    42
           Allowance for Jury or
              Witness Service.................8    47
           Allowance for Funeral Leave........9    47
           Overtime Distribution.............10    47

SEVEN      HOLIDAYS
           Holidays Enumerated ...............1    48
           Pay for Holidays Not Worked........2    49
           Vacation...........................3    50
           Part-Time Employee.................4    50
           Rate of Pay........................5    51
           Part-Shift Work on Holiday........ 6    51
<PAGE>
                                TABLE OF CONTENTS

Article                                 Section  Page

EIGHT      VACATIONS
           Eligibility........................1    51
           Benefits Forfeited.................2    52
           Service Date.......................3    53
           Length of Vacations................4    54
           Scheduling - General...............5    54
           Scheduling of Vacations............6    55
           Vacation Scheduling Complaints
              and Grievances..................7    57
           Vacation Pay or Allowance..........8    58
           Scheduling.........................9    61

NINE       SUSPENSION AND
           DISCHARGE CASES
           Procedure - Discharges.............1    61
           Suspensions........................2    63
           Personal Reports...................3    64
           Union Representation...............4    64
           Temporary Foreman..................5    64

TEN        SENIORITY
           Promotions and Layoffs.............1    65
           Units..............................2    66
           Continuous Service Record..........3    68
           Probationary Employees.............4    70
           Interplant and Intraplant
              Transfers.......................5    71
           Temporary Vacancies................6    71
           Distribution of Work...............7    72
           Filling of Vacancies...............8    73
           Union Officers.....................9    75
           Leaves for Union Business.........10    75
           Continuous Service Lists..........11    77
           Seniority Pools...................12    77
<PAGE>
                                TABLE OF CONTENTS

Article                                 Section  Page

TEN        SENIORITY (Continued)
           Manning of New Facilities.........13    81
           Permanent Vacancies and
              Transfer Rights................14    84
           Veteran Limitation................15    88

ELEVEN     ADJUSTMENT OF COMPLAINTS
           AND GRIEVANCES
           Purpose and Definitions............1    88
           Complaint and Grievance
              Procedure.......................2    89
              A. Processing of Complaints
                   ...and Grievances               89
                 Step 1........................    89
                 Step 2........................    91
                 Step 3........................    94
                 Step 4........................    96
              B. General Provisions............    97
           Arbitration Review.................3   103
           Union Grievance Representation.....4   103
           Access to a Plant..................5   105
           Expedited Arbitration Procedure....6   106

TWELVE     SAFETY AND HEALTH
           General Provisions.................1   108
           Unusual Conditions.................2   110
           Joint Safety and Health
              Committee.......................3   111

           Use of Disciplinary Records........5   116
           Alcoholism and Drug Abuse..........6   117
           Safety and Health Training.........7   117
           Medical Records                    8   118
<PAGE>
                                TABLE OF CONTENTS

Article                                 Section  Page

THIRTEEN     EMPLOYEES IN MILITARY
             SERVICE
             Reemployment.....................1   119
             Training Program.................2   119
             Leave of Absence.................3   119
             Educational Leave of Absence.....4   120
             Disabled Veterans................5   120
             Vacations........................6   121
             Military Encampment Allowance....7   121

FOURTEEN     SEVERANCE ALLOWANCE
             Permanent Closing................1   122
             Eligibility......................2   123
             Other Job........................3   123
             Transfer.........................4   124
             Benefits.........................5   124
             Duplication......................6   124
             Election Concerning Layoff
               Status.........................7   125
             Payment of Allowance.............8   125

FIFTEEN      MANAGEMENT........................   126

SIXTEEN      STRIKES AND LOCKOUTS
             Strikes Prohibited...............1   126
             Lockouts Prohibited..............2   127

SEVENTEEN

EIGHTEEN

NINETEEN   TERM OF AGREEMENT
           Term...............................1   131
           Notice                             2   131
<PAGE>
                                   APPENDICES

Appendix                                         Page
A        Standard Hourly Wage Scale of Rates
           Incumbent Employees as of 11/15/00
           and all Trade and Craft Employees
           hired after 11/15/00...................133

A-1      Standard Hourly Wage Scale of Rates
           For all Employees hired after
           11/15/00 except Trade and Craft
           Employees..............................134

B        Special Hourly Additive
           Incumbent Employees as of
           11/15/85...............................135

C

C-1

C-2      C-3

D        Letter Agreement Concerning the
           Employee Profit Sharing Plan,
           Ferndale Plant.........................142

E        Letter Agreement Concerning
           Ratification Bonus.....................143

F        Letter Agreement Concerning Bonus
           Payments...............................144

G

H        Memorandum of Understanding on
           Grievance and Arbitration..............147

H-1      Memorandum of Understanding on
           Back Pay Calculations..................149

 I       Understanding with Reference to
           Progression and Regression Charts
           and Rules Applicable Thereto...........150

J        Memorandum of Understanding on
           Miscellaneous Matters..................152

K

L

M        Memorandum of Understanding on
           Apprenticeship.........................158

N        Memorandum of Understanding on
           Checkoff...............................162

O        Memorandum of Understanding on
           Substitute Foreman.....................163

P        Memorandum of Understanding on
           Supervisors Working....................164

Q

R


S           Memorandum of Understanding on
           Plant Problem Discussions..............168

T       Memorandum of Understanding on
           Employee Profit Sharing Plan...........169


___      Memorandum of Understanding
         Overtime Equalization Guidelines



         Letter Agreement November 15, 2000
         New Employee Orientation Program



         Letter Agreement November 15, 2000
         Metatarsal Safety Shoe Allowance

         Letter Agreement November 1, 2000
         Meal Allowance

         Letter Agreement November 15, 2000
         Single Days of Vacation

         Letter Agreement November 15, 2000
         Concerning Vacations and Holidays

         Letter Agreement November 15, 2000
         Posting Schedules for Weekend and Holiday Work

         Letter Agreement November 15, 2000
         Concerning Job Content

         Letter Agreement November 15, 20000
         Concerning Job Content
<PAGE>
         Letter Agreement November 15, 1997
         Confirming Several Understandings


         Appendix HH Letter Agreement November 15, 1997
         Confirming Continuous Operation



         Appendix JJ Letter Agreement November 15, 1997 Confirming Concerning 10
         Hour Turns, Step I Grievance After Scheduled Hours, Galvanizing
         Department to Shutdown for Union Meetings, Provide Tools for
         Production, Informing of Need to Work Saturdays, Shift Preference, and
         Visitor Parking Spaces



         Appendix LL Letter Agreement November 15, 1997
         Confirming Concerning Transfer of Bid Winners

         Appendix MM Letter Agreement November 15, 1997
         Confirming Concerning Job Bidding During Term of Agreement









         Additional Matters - Successorship

         Additional Matters - 401(k) Plans

         Additional Matters - Health Care, Life Insurance, and LTD Plans

         Additional Matters - Employees of LTV Who Do Not Become Employees of
                               Maverick

         Additional Matters - Settlement Agreement to this Printed Collective
                               Bargaining Agreement

         Additional Matters - Ratification Bonus
<PAGE>
                                    AGREEMENT


     This Agreement,  dated  _________________,  2002 is between,  Maverick Tube
Corporation,  Ferndale 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,  acting in behalf of Local  Union No.  2659 - 29, 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 settle the
same.

                         ARTICLE ONE - PURPOSE AND SCOPE

SECTION 1 - PURPOSE

     It is the intent and purpose of the parties  hereto to set forth herein the
agreement  covering rates of pay, hours of work, and conditions of employment to
be observed  between the parties  hereto for the Employees of the Company in the
bargaining  unit of the Company set forth in Article Two - Recognition - of this
Agreement.

     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 Ferndale Plant.

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.

SECTION 3 - LOCAL WORKING CONDITIONS

See ADDITIONAL  MATTERS - SETTLEMENT  AGREEMENT TO THIS PRINTED  COLLECTIVE
    BARGAINING  AGREEMENT,  Section 5.1.17 as to Local Working Conditions

                            ARTICLE TWO - RECOGNITION

SECTION 1 - COVERAGE

     In accordance  with and subject to the  provisions of the Labor  Management
Relations  Act,  1947,  as  amended,  the  Company  recognizes  the Union as the
exclusive  bargaining  agency of the production and maintenance  Employees (with
the  exceptions  hereinafter  specified  in this  Article  Two)  of the  Company
employed  at  its  Ferndale,  Michigan  Plant  for  the  purpose  of  collective
bargaining  in  respect  to rates  of pay,  hours of  work,  and  conditions  of
employment.

SECTION 2 - EMPLOYEE DEFINED

     The term  "Employee" as used in this  Agreement,  shall mean the production
and maintenance Employees, but shall not include executives,  foremen, assistant
foremen,  supervisors  who do  not  work  with  tools,  draftsmen,  timekeepers,
first-aid men and nurses, plant protection, office and salaried employees.

     Notwithstanding  any  provisions  of any  prior  LTV/USWA  labor  agreement
applicable to the Ferndale,  Michigan plant 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 3 - 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  Eleven -
Adjustment of Complaints and Grievances - of this Agreement.


SECTION 4 - SUPERVISORS WORKING

     Any  supervisor  shall not perform work on a job  normally  performed by an
Employee in the bargaining unit 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  4 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.

SECTION 5 -


SECTION 6 - CONTRACTING OUT



     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.

                                  ARTICLE THREE
                           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 officers, 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  fairly and in
accordance  with  Federal and State  employment  laws,  without  regard to race,
color,  religious creed,  national origin,  or sex. The  representatives  of the
Union and the Company in all steps of the complaint and grievance  procedure and
in all  dealings  between the parties  shall  comply  with this  provision.  The
Company  and the  Union  will take all  actions  necessary  to  comply  with the
Americans with Disabilities Act.

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,  in addition to the Local Union  President  and Chairman of the Grievance
Committee.  The Union members shall be certified to the Plant  Superintendent by
the Union and the Company  members shall be certified to the Union.  The Company
and Union members of the joint committee shall meet at mutually agreeable times,
but no less than once each  month.  The joint  committee  shall  review  matters
involving  civil  rights and advise with the  Company  and the Union  concerning
them,  but shall have no  jurisdiction  over the  initiating  or  processing  of
complaints or grievances.  This provision shall not affect any existing right to
initiate  a  complaint  or  grievance  nor does it enlarge  the time  limits for
initiating and processing complaints or grievances.


                                  ARTICLE FOUR
                          UNION MEMBERSHIP AND CHECKOFF

SECTION 1 - UNION MEMBERSHIP

A.   Each  Employee who on the effective  date of this  Agreement is a member of
     the Union in good  standing  and each  Employee  who becomes a member after
     that date shall as a condition of  employment,  maintain his  membership in
     the Union.

B.   Each Employee  hired on or after,  ____________________,  2002 shall,  as a
     condition of employment,  beginning on the 30th day following the beginning
     of such  employment or the effective date of this  Agreement,  whichever is
     the later, acquire and maintain membership in the Union.

C.   On or  before  the 25th day of each  month the  Union  shall  submit to the
     Company a notarized list showing the name,  department symbol, and check or
     badge  number of each  Employee who shall have become a member of the Union
     in good  standing  other than pursuant to Subsection B above since the last
     previous  list of such members was  furnished  to the Company.  The Company
     shall continue to rely upon the membership  lists which have been certified
     to it by the Union as  of____________,  2002,  subject to  revision  by the
     addition of new members  certified to it by the Union between such date and
     the date of this  Agreement  and to the  deletion of the names of Employees
     who have withdrawn from membership during such period.

D.   For the purpose of this Section 1, an Employee  shall not be deemed to have
     lost his membership in the Union in good standing  until the  International
     Treasurer of the Union shall have  determined  that the  membership of such
     Employee  in the Union is not in good  standing  and shall  have  given the
     Company a notice in writing of that fact.

E.   The foregoing  provisions  shall be effective in accordance  and consistent
     with applicable provisions of federal and state law.

SECTION 2 - CHECKOFF

A.   The Company will check off dues,  assessments,  and initiation fees each as
     designated by the International  Treasurer of the Union, as membership dues
     in the  Union,  on the  basis of  individually  signed  voluntary  checkoff
     authorization cards in forms agreed to by the Company and the Union.

B.   At the time of his  employment  the  Company  will  suggest  that  each new
     Employee  voluntarily  execute an  authorization  for the checkoff of union
     dues in the form agreed  upon.  A copy of such  authorization  card for the
     checkoff of union dues shall be forwarded to the Financial Secretary of the
     Local Union along with the membership application of such Employee.

C.   New  checkoff   authorization  cards  other  than  those  provided  for  by
     Subsection B above,  will be submitted to the Company through the Financial
     Secretary of the Local Union at intervals no more  frequent  than once each
     month.  On or before the last day of each month the Union  shall  submit to
     the Company a summary list of cards transmitted in each month.

D.   Deductions  on the basis of  authorization  cards  submitted to the Company
     shall  commence  with  respect  to dues for the month in which the  Company
     receives such  authorization  card or in which such card becomes effective,
     whichever is later.  Dues for a given month shall be deducted from the last
     pay closed and calculated in that month.

E.   In cases of earnings  insufficient  to cover  deduction  of dues,  the dues
     shall be deducted from the next pay in which there are sufficient earnings,
     or a double deduction may be made from the last pay of the following month;
     provided,  however,  that the  accumulation of dues shall be limited to two
     months.  The International  Treasurer of the Union shall be provided with a
     list of those Employees for whom double deduction has been made.

F.   The Union will be  notified  of the reason for  nontransmission  of dues in
     case of interplant  transfer,  layoff,  discharge,  quit, leave of absence,
     sick leave, retirement, death, or insufficient earnings.

G.   Unless the Company is otherwise notified, the only union membership dues to
     be deducted  for payment to the Union from the pay of the  Employee who has
     furnished an  authorization  shall be the monthly  union dues.  The Company
     will deduct initiation fees when notified by notation on the lists referred
     to in Subsection C of this Section 2, and  assessments as designated by the
     International  Treasurer.  With  respect to  checkoff  authorization  cards
     submitted directly to the Company,  the Company will deduct initiation fees
     unless specifically  requested not to do so by the International  Treasurer
     of the Union after such checkoff authorization cards have become effective.
     The  International  Treasurer of the Union shall be provided with a list of
     those  Employees for whom  initiation  fees have been  deducted  under this
     Subsection.

H.   The parties will make mutually satisfactory arrangements at the local level
     to  insure  that  those  Employees  who  have  signed  effective   checkoff
     authorizations  will be picked up so long as the Company is not required to
     compile additional records.

I.   The  provisions  of this  Section 2 shall be effective  in  accordance  and
     consistent with applicable provisions of federal law.

SECTION 3 - INDEMNITY CLAUSE

     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  for the  purpose  of
complying with any of the provisions of this Article Four, or in reliance on any
list, notice or assignment furnished under any of such provisions.

                                  ARTICLE FIVE
                                      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 and A-1
     of this Agreement.

B.   In  addition  to the  standard  hourly  wage  scales of rates  outlined  in
     Paragraph  A above,  all  Employees  listed on  Appendix  B will  receive a
     Special Hourly Additive in accordance with Appendix B of this Agreement.


C.   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,  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.

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 or A-1. In addition:

(a)  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
     scale 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) Machinist
     Millwright Special Electronic Instrument Repair Technician

(b)  A schedule  of  apprentice  rates for the  respective  apprentice  training
     period of 1040 hours of actual training  experience with the Company in the
     trade or craft in each training period shall be established at the level of
     the  standard  hourly  wage scale rates for the  respective  job classes as
     follows:


Training Periods of 1040 Hours

Trade or Craft    1st 2nd  3rd 4th  5th 6th 7th  8th
Apprenticeship                 Job Classes


Electrician
  (Wireman)        6   7    8   9    10  11  12   13

Machinist          6   7    8   9    10  11  12   13

Millwright Special     6    7   8    9   10  11   12  13

Electronic
Instrument Repair
Technician         9  10   11  12    13  14  15   16

SECTION 3 -    FURTHER APPLICATION
               OF THE STANDARD
               HOURLY WAGE SCALES

     Each hourly wage rate  established  under  Section 2 of this  Article  Five
shall be as specified in Appendix A or A-1, whichever applies.


SECTION 4 -    PRODUCTION AND
               MAINTENANCE JOBS

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


SECTION 5 -    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 Subparagraph
     (a) of Section 2 of this Article Five,  shall apply to each Employee during
     such  time  as  the   Employee   is  assigned   to  the   respective   rate
     classification.  B. Article  Five,  Section  5-B, of the  September 1, 1965
     Basic Labor Agreement  provided for an increase of two full job classes for
     each of the trade and craft jobs listed in Article  Five,  Section 2(a), of
     such  Agreement,  and similarly  other jobs were  increased by two full job
     classes pursuant to the Trade and Craft Memorandum of Understanding of such
     Agreement.  Article Five,  Section 5-B, of the September 1, 1965  Agreement
     further  provided  that this  addition  should be  identified as a trade or
     craft  convention  and should be recorded as a separate item in Factor 7 of
     the agreed-upon classification.



SECTION 6 -    APPRENTICE OR LEARNER
               JOBS

A.   The  established  apprentice  rates of pay shall  apply to an  Employee  in
     accordance with the apprentice training periods as defined  respectively in
     Subparagraph (b) of Section 2 of this Article Five.

B.   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 - PROFIT SHARING

A.

B.   Effective  at the start of the night shift on January 1, 1986,  the Company
     will  install the  Employee  Profit  Sharing  Plan for the  Ferndale  Plant
     (Plan).  The Plan shall continue  indefinitely  unless otherwise  modified,
     cancelled or replaced by the Company. Such action will be designed so as to
     preserve the earnings  opportunity of the Plan as demonstrated by a current
     reference period.

     The terms of the Profit  Sharing Plan as last agreed to by the USWA and LTV
     shall  apply,  provided,  however,  the plan must be able to be  calculated
     solely on the basis of the  financial  and  production  performance  at the
     Ferndale  plant.  The plan shall be effective on the effective date of this
     labor  agreement  with no  retroactive  liability  whatsoever  prior to the
     effective date of this labor agreement.

C.   All Employees will participate in the Plan.


SECTION 8 -



SECTION 9 -    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 10 - CORRECTION OF ERRORS

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

SECTION 11 -


SECTION 12 - SHIFT DIFFERENTIALS

A.   For hours worked on the afternoon  shift there shall be paid a premium rate
     of 25 cents per hour.  For hours  worked on the night  shift there shall be
     paid a premium rate of 35 cents per hour.

B.   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.

C.   Any hours  worked by an Employee on a shift which  commences  at a time not
     provided for in Subsection B of this Section 12 shall be paid as follows:

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

     (2)  For hours worked which would fall in the prevailing afternoon shift of
          the department the afternoon shift differential shall be paid;

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

D.   Shift  differential  shall  be  included  in the  calculation  of  overtime
     compensation. Shift differential shall be computed by multiplying the hours
     worked by the applicable differential and the amount so determined added to
     earnings.

E.   Shift  differential  shall  be paid  for  allowed  time or  reporting  time
     provided  for in  Section  6 of  Article  Six -  Hours  of  Work - of  this
     Agreement  when the hours for which payment is made would have called for a
     shift differential if worked.


SECTION 13 - 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 as
defined in  Subsection  A (3) of  Section 7 of Article  Six - Hours of Work - of
this Agreement.

     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
or A-1, whichever applies, shall be paid for reporting allowance hours.


                           ARTICLE SIX - HOURS OF WORK

     This article is intended only to provide a basis for  calculating  overtime
and establishing normal work schedules and shall not be construed as a guarantee
of hours of work per day or per week, or a guarantee of days of work per week.

SECTION 1 - DEFINITIONS

     The normal  workday  shall be 8  consecutive  hours of work  followed by 16
consecutive  hours of rest  (exclusive  of such lunch or rest periods as are now
granted in accordance with the practice prevailing).  The normal weekly hours of
work shall be 40 hours.  Parties at the plant level will  negotiate with respect
to  non-traditional  work schedules  which will be implemented  only upon mutual
agreement.

SECTION 2 - NORMAL WORK PATTERN

     The normal work pattern  shall be 5 consecutive  workdays  beginning on the
first day of any  7-consecutive-day  period. The  7-consecutive-day  period is a
period of 168  consecutive  hours and may begin on any day of the calendar  week
and extend into the next calendar  week. On shift changes,  the 168  consecutive
hours may become 152 consecutive hours depending upon the change of shift.


     A work  pattern  of less or more than 5 workdays  in the  7-consecutive-day
period  shall not be  considered  as  deviating  from the  normal  work  pattern
provided the workdays are consecutive.

     Parties at the plant level will negotiate  with respect to  non-traditional
work schedules which will be implemented only upon mutual agreement.

SECTION 3 - SCHEDULING

     All  Employees  shall be  scheduled on the basis of the normal work pattern
except  where:  (a) such  schedules  regularly  would  require  the  payment  of
overtime;  (b) deviations from the normal work pattern are necessary  because of
breakdowns or other matters beyond the control of  Management;  or (c) schedules
deviating  from the normal work pattern are  established  by  agreement  between
Plant Management and the Grievance Committee.

     Parties at the plant level will negotiate  with respect to  non-traditional
work schedules which will be implemented only upon mutual agreement.

SECTION 4 - SCHEDULES POSTED

     Schedules of the Employees'  regular  workdays shall be posted or otherwise
made known to Employees in accordance with prevailing  practices,  but not later
than Friday noon of the week  preceding the calendar week in which they shall be
effective, unless otherwise provided by local agreement.

     Management  will establish a procedure,  where such does not already exist,
affording any Employee  whose last  scheduled  turn ends prior to the posting of
his  schedule for the  following  week,  an  opportunity  to obtain  information
relating to his next scheduled turn. This procedure will also be applicable with
respect to Employees returning from vacation.

SECTION 5 - SCHEDULE CHANGES

     Determination  of the starting time of the daily and weekly work  schedules
and changes in schedules  may be made by the Company,  provided  that changes be
made  known  to  the  grievance  committeeman  of  the  Union,  or  other  Union
representative if said committeeman is not available,  as far in advance of such
changes as is possible;  and provided  further that no changes in such schedules
shall  be  made  after  Friday  noon,  except  in case of  breakdowns  or  other
conditions beyond the control of Management. Should changes be made in schedules
contrary to this  Section 5 so that an Employee is laid off and does not work on
a day that he was  scheduled  to work,  he shall be deemed to have  reported for
work on such day and shall be eligible for  reporting  allowance  in  accordance
with the  provisions  of Section 6 of this Article Six,  excluding  Article Six,
Section 6 (d).

SECTION 6 - REPORTING TIME

     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 of at least
equal job class for which he is  qualified.  In the event,  when he reports  for
work,  no work is available he shall be released  from duty and credited  with a
reporting  allowance of 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 for the hours  worked in  accordance  with
Article  Five -  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 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,  weekly,  or
other form of overtime.

     The provisions of this Section 6 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 6; 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 7 - OVERTIME

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 including any applicable Special Hourly Additive 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 one 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 Seven -
               Holidays - of this Agreement, such holiday shall be considered as
               a day  worked  in  that  workweek,  whether  or not  any  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 Six, if any of such holidays shall fall on a Sunday,  the
               following  Monday (and not such Sunday) shall be observed as such
               holiday; or

     (4)  On the sixth or seventh workday of a  7-consecutive-day  period during
          which the first 5 days were worked by the Employee, whether or not all
          of such days fall  within the same  workweek,  except when that day is
          worked  pursuant to a schedule  approved by the  Grievance  Committee;
          provided,  however, that no overtime compensation under this provision
          will be due unless the  Employee  shall  notify his Foreman of a claim
          for  overtime  within a period of one week after such sixth or seventh
          day is worked or, if he fails to do so, initiates a complaint claiming
          such  overtime  within 30 days after such day is worked;  and provided
          further  that on shift  changes  the  7-consecutive-day  period of 168
          consecutive  hours may become 152 consecutive hours depending upon the
          change in the shift.  For the  purposes of this clause (4) all working
          schedules  now normally  used in any  department of the plant shall be
          deemed to have been approved by the Grievance Committee. Such approval
          may be  withdrawn by the  Grievance  Committee by giving 60 days prior
          written notice thereof to Plant Management; or

     (5)  On a second  reporting in the same workday where the Employee has been
          recalled or required to report to the plant after  working less than 8
          hours on his first shift, provided that his failure to work 8 hours on
          his first reporting was not caused by any of the factors  mentioned in
          Section  6 of  this  Article  Six for  purposes  of  disqualifying  an
          Employee for reporting allowance.

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 of Article  Seven -
     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), (2), of Subsection B of this Section 7 or for the holidays  enumerated
     in  Article  Seven -  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 Seven - 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 (4) of Subsection B of this Section 7,
     and as  time  worked  in  determining  overtime  under  clause  (1) of such
     Subsection B, subject to the  limitation  contained in Section 5 of Article
     Seven - Holidays - of this Agreement.

D.   When Employees  qualified to perform the work could be recalled  because it
     is reasonably  foreseeable that there will be work for such Employees for a
     period  of two or more  weeks,  and  Management  determines  that such work
     should  nevertheless be done on an overtime basis instead of recalling such
     Employees,  it will first  notify the Union  and,  upon the  request of the
     appropriate  grievance  committeeman,  will  discuss its reasons and review
     with  him any  suggested  alternative  in an  effort  to  reach a  mutually
     satisfactory  solution.  Such  discussion and review will  constitute  full
     compliance  with  the  requirements  of  this  provision.  Nothing  in this
     provision  shall prejudice any other rights which may exist under any other
     provision  of this  Agreement,  nor affect  local  agreements  or practices
     existing as of the date of this Agreement.

E.   The parties at the plant level may by mutual agreement limit daily overtime
     as part of the agreement as to non-traditional schedules.

SECTION 8 -    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 average  straight-time  hourly rate of
earnings  (including any applicable  Special Hourly Additive but 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 9 -    ALLOWANCE FOR FUNERAL
               LEAVE

     When death occurs to an Employee's spouse, mother,  father,  mother-in-law,
father-in-law,  son, daughter,  brother,  sister,  grandparents or 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 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)  (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 average
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.

SECTION 10 -    OVERTIME DISTRIBUTION

     Rules and regulations for  distribution of overtime work have been mutually
agreed upon by the department  supervisor and the grievance  committeeman.  Such
agreements shall remain in effect unless and until modified or replaced by local
written  agreement  signed  by  the  department  supervisor  and  the  grievance
committeeman.

     If mutually agreed between the  representatives of Management and the Union
at the local level,  meetings may be held between the department  supervisor and
the grievance  committeeman in the locations where no such agreements  presently
exist.  Such meetings would be for the purpose of discussion and possible mutual
agreement to an equitable method of overtime distribution.


                            ARTICLE SEVEN - HOLIDAYS

SECTION 1 - HOLIDAYS ENUMERATED

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

     January 1 Martin  Luther  King,  Jr.'s  Birthday,  which shall be the third
Monday in January 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 In  addition,  there will be one
Floating  Holiday in each of the years 2001,  2002,  2003,  2004,  and 2005. The
local parties shall agree on which day the floating holiday shall be observed by
not later than November 1, of the preceding  year. The floating  holiday must be
the same day for all employees in the plant.

     If any 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 average hourly earnings,  including any applicable  Special Hourly Additive,
for the pay period preceding the pay period in which the holiday is observed (if
he has no  earnings  in such pay  period  the  average  hourly  earnings  of his
occupation, including any applicable Special Hourly Additive, 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 Seven, 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 to so 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 Seven,  but the pay that he shall
receive for any such holiday shall be an amount equal to his applicable  average
hourly  earnings  (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 two 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  Seven
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  Seven).  This  Section  applies in
addition to the  provisions  of Section 6 of Article Six - Hours of Work - where
applicable.

                            ARTICLE EIGHT - 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  in the  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  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  Eight 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 under Section 1 above, forfeits
the right to receive  vacation  benefits  under this Article  Eight if he quits,
retires,  or is discharged  prior to January 1 of the vacation  year, or if such
Employee dies 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 any 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 Ten - 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 Section 3 (c) (5) of Article Ten - 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 Paid 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 week of vacation shall consist of 7 consecutive days.

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

SECTION 5 - SCHEDULING - GENERAL

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 or periods 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 times 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 Subsection C above.

E.   If any  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.   Where an Employee  transfers from one seniority unit to another  subsequent
     to January 1 in any given year,  he shall take his  vacation in  accordance
     with the schedule  established  in his old seniority unit except as orderly
     operations of his new seniority  unit preclude it. He shall not be entitled
     to have any vacation schedule  previously  established in his new seniority
     unit  changed  because  of his entry  into  that  unit;  should  there be a
     conflict between the transferred  Employee and an Employee in the unit, the
     Employee in the unit shall retain his  preference in  competition  with the
     transferred Employee regardless of continuous service.

SECTION 6 - SCHEDULING OF VACATIONS

A.   Vacations may be taken throughout the calendar year.

B.   The Company may, with the consent or upon the request of the Employee,  pay
     him vacation allowance,  in lieu of time off for vacation,  for any week of
     vacation in excess of one week in any one calendar year.

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

E.   Any Employee otherwise entitled to vacation, pursuant to this Article Eight
     in the  calendar  year in which he retires  under the terms of any  pension
     agreement  between  the  parties  which  makes him  eligible  for a special
     initial  pension  amount,  but who has not taken such vacation prior to the
     date of such  retirement,  shall not be required to take a vacation in that
     calendar  year and shall not be entitled to vacation pay for that  calendar
     year.

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 Eight. 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 7 -    VACATION SCHEDULING
               COMPLAINTS AND GRIEVANCES

A.   It is  recognized  that the parties  locally  have the burden of  resolving
     complaints  relating to the scheduling of individual  vacations pursuant to
     Section 5 and 6 of this  Article  Eight.  Should they be unable to do so in
     Step 1 of the complaint and grievance  procedure provided in Article Eleven
     - Adjustment of Complaints  and  Grievances - of this  Agreement,  any such
     complaint  must  be  referred  to  Step 2 not  later  than  15  days  after
     notification of the scheduled  vacation (or changed scheduled  vacation) is
     given to the Employee.

B.   Such complaint must be so handled in the complaint and grievance  procedure
     that the Step 2 meeting is held and a draft of minutes  prepared  not later
     than 80 days prior to the starting date of the scheduled vacation; the Step
     3 meeting is held and the written answer is prepared not later than 70 days
     prior  to the  start  of the  scheduled  vacation;  and if  necessary,  the
     decision  in  arbitration  shall be issued by the  earlier  of: (1) 30 days
     prior to the scheduled starting date of the vacation;  or (2) 30 days prior
     to the starting date requested by the Employee.

C.   In the resolution of complaints or grievances  initiated under this Section
     7, the Company's  determination as to the scheduling required to conform to
     the  requirements  of  operations  shall be  evaluated on the same basis as
     heretofore.

SECTION 8 - VACATION PAY OR ALLOWANCE

A.   Each Employee  granted a vacation  under this Article Eight 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 Eight) shall be
     computed by:

     (1)  Totaling  (a)  pay  received  for  all  hours  worked   including  any
          applicable  Special Hourly Additive (total earnings  including premium
          for overtime,  holiday, Sunday, and shift differential),  (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  January 1, 2001, a 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 8.

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
     Seven - 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 8, 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.

SECTION 9 - SCHEDULING

     The Union and the Company  agree that their  mutual  objective is to afford
maximum  opportunity  to the  Employees to obtain their  vacations and to attain
maximum  production.  All Employees eligible for vacation shall be granted their
vacation  from work  except as  provided  in  Section 6,  Subsection  B, of this
Article Eight.  Any payment of vacation  allowance shall not require the Company
to reschedule the vacation of any other Employee.


                          ARTICLE NINE - SUSPENSION AND
                                 DISCHARGE CASES

SECTION 1 - PROCEDURE - DISCHARGES

     In the exercise of its rights as set forth in Article  Fifteen - Management
- of this  Agreement,  the Company agrees that no Employee shall be peremptorily
discharged from and after the date hereof but that in all instances in which the
Company may conclude that an Employee's  conduct may justify  discharge he shall
be first provisionally  discharged.  Such provisional discharge shall be for not
more than 5 calendar days (excluding Saturdays,  Sundays, and holidays).  During
this period of  provisional  discharge  the Employee may, if he believes that he
has been unjustly  dealt with,  request a hearing and a statement of the offense
before his Plant Superintendent or his representative with or without the member
or members of the  Grievance  Committee  present as he may choose.  Such hearing
shall  be held  within  5  calendar  days  (excluding  Saturdays,  Sundays,  and
holidays) after the date of such request. If any such Employee shall not request
a hearing  within the 5-day  provisional  discharge  period his discharge  shall
become final.  The notice of provisional  discharge shall be given in writing to
the Employee affected and his grievance committeeman.

     At any such hearing the facts  concerning  the case shall be made available
to both  parties.  After such  hearing,  the  Company  shall  conclude  within 5
calendar days (excluding Saturdays, Sundays, and holidays) whether the discharge
shall become final or, dependent upon the facts of the case, that such discharge
shall be revoked.  If the discharge is revoked the Employee shall be returned to
employment  and  receive  compensation  on the  basis of an  equitable  lump sum
payment mutually agreed to by the parties or, in the absence of agreement, shall
be made whole in the manner set forth below,  unless it is agreed by the parties
hereto that such  Employee  shall be  disciplined  without pay as a condition of
such revocation.  If the discharge of the Employee is affirmed, the Employee may
within 5 calendar days (excluding  Saturdays,  Sundays, and holidays) after such
disposition,  file a grievance  at Step 2 of the  procedure  for  adjustment  of
complaints and grievances set forth in Article Eleven of this Agreement and such
grievance shall  thereafter be handled in accordance with the provisions of such
Article Eleven and Appendix D of this Agreement.  If any such Employee shall not
file a grievance  within such 5-day period,  his  discharge  shall become final.
Grievances  involving  discharge  which are  appealed  to  arbitration  shall be
docketed,  heard,  and decided  within 60 days of appeal,  unless the arbitrator
determines  that  circumstances  require  otherwise and so notifies the parties.
Such grievances shall be identified by the Union as discharge  grievances in the
appeal to arbitration.

     Final decision on all discharge cases shall be made by the Company within 5
calendar days  (excluding  Saturdays,  Sundays,  and holidays)  from the date of
filing of the grievance, if any. Should it be determined by the Company or by an
arbitrator in  accordance  with Article  Eleven - Adjustment  of Complaints  and
Grievances - or Appendix D of this Agreement that the Employee has been unjustly
discharged,  the Company shall reinstate the Employee and make him whole for the
period of his  suspension or discharge,  which shall include  providing him such
earnings and other benefits as he would have received except for such suspension
or discharge, and offsetting such earnings or other amounts as he would not have
received  except for such  suspension or discharge.  In suspension and discharge
cases only, the arbitrator may, where circumstances warrant, modify or eliminate
the offset of such  earnings  or other  amounts as would not have been  received
except for such suspension or discharge.

SECTION 2 - SUSPENSIONS

     Suspensions  of more than 4 days shall be handled  in  accordance  with the
procedure  outlined in Section 1 above and Appendix D.  Suspensions of 4 days or
less shall be entered  directly in the  complaint  and  grievance  procedure and
processed in accordance with such procedure and Appendix D.

     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.



SECTION 3 - PERSONAL REPORTS

     When a personal  report is written  concerning  an Employee,  and after the
Employee has  initialed  the report to indicate  receipt of same, a copy of that
report will be given to the Employee.

     Personal  reports of previous  disciplinary  action  against  the  Employee
involved will not be used by the Company in any arbitration proceeding where the
disciplinary  action  occurred  two or more years prior to the date of the event
which is the subject of such  arbitration.  This  section  does not apply to the
type of  disciplinary  report  specifically  dealt  with in Section 5 of Article
Twelve.

SECTION 4 - UNION REPRESENTATION

     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 or his departmental
representative if he requests such representation,  provided such representative
is then available.

SECTION 5 - TEMPORARY FOREMAN

     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 TEN - SENIORITY

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.

     Except where a local seniority  agreement provides for some greater measure
of service  length  than plant  continuous  service,  plant  continuous  service
(hereinafter plant service) shall be used for all purposes in which a measure of
continuous service is utilized.

     Employees  hired  by  Maverick  on or  after  the  Closing  shall  have the
seniority  each had under the  USWA/LTV  labor  agreement  as of the day  before
Closing.

     In  recognition,  however,  of the  responsibility  of  Management  for the
efficient  operation of the 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 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.

SECTION 2 - UNITS

     The existing seniority units,  departments,  job progression and regression
charts  and rules and  regulations  governing  their  application,  to which the
factors referred to in Section 1 of this Article Ten shall be applied, have been
mutually  agreed upon by Plant  Management  and the  Grievance  Committee.  Such
agreements  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.  Local  seniority  agreements  in effect as of the
date of this Agreement  shall be consistent with Consent Decree 1. Hereafter all
future local seniority agreements shall provide that; all promotions  (including
step-ups),  decreases in forces (including demotions and layoffs), recalls after
layoff and other  practices  affected by seniority  shall be in accordance  with
plant  service,  provided that (a)  demotions,  layoffs and other  reductions in
force shall be made in descending  job sequence  order starting with the highest
affected  job and with the Employee on such job having the least length of plant
continuous  service,  and (b) the  sequence  on a  recall  shall  be made in the
reverse order so that the same  Employees  return to jobs in the same  positions
relative to one another that existed prior to the force reductions. Future local
agreements  may provide for a procedure  varying from the  foregoing  upon joint
approval by  designated  officials of the Company and the  International  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.

     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.

     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,  or the rules for application of the
seniority  factors  to such jobs  (including  the  appropriate  progression  and
regression  structure),  Management  shall  include such job or jobs in the most
appropriate  seniority unit or, if more  appropriate,  establish a new seniority
unit, and establish rules for application of the seniority  factors to such jobs
(including  its  determination  of the  appropriate  progression  and regression
structure), subject to the complaint and grievance procedure of this Agreement.

SECTION 3 - CONTINUOUS SERVICE RECORD

     The  continuous  service  record of any  Employee  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 Subparagraph
     (c) below,  until his  continuous  service  record shall be broken in which
     event  his  continuous  service  record  shall  end and be  cancelled.  All
     continuous  service dates posted  pursuant to Section 3 of Article Eleven -
     Seniority - of the April 30, 1947  Agreement  and about which no  grievance
     was filed as therein provided shall continue to be conclusively  considered
     as correct.

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

(c)  The rules of determining a break in a continuous service record, which were
     first  adopted  at each  separate  unit  on the  date  of its  first  labor
     agreement and as subsequently  amended in the respective  labor  agreements
     since that time,  and which shall have no application at each separate unit
     prior to that respective  time,  shall continue to be used to determine the
     occurrence  of a break in a  continuous  service  record prior to August 1,
     1968.  From August 1, 1968,  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)  Termination in accordance with Article Fourteen Severance Allowance;

     (4)  Absence in excess of 2 years,  except as provided in Subparagraph  (c)
          (5) below; or

     (5)  Absence due either to layoff or physical  disability,  or both,  which
          continued beyond the period specified in this Subparagraph (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
          Ten, 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, 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 workers' compensation is payable to him.

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 720 hours of actual work and
will receive no  continuous  service  credit  during such  period.  For all such
employees  hired after  November 15, 2000, the  probationary  period will be one
thousand  (1,000) 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 720 (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 720 (or one
thousand (1000)) hours of actual work;  provided,  however,  that should such an
Employee  complete  720  (or  one  thousand  (1000))  hours  of  actual  work in
accordance with this 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 same plant, his continuous
service date will be the date of hire for his prior employment.

SECTION 5 -    INTERPLANT AND
               INTERPLANT TRANSFERS

     It is recognized  that  conflicting  seniority  claims among  Employees may
arise when plant or department facilities are created,  expanded, added, merged,
or discontinued, involving the possible transfer of Employees. It is agreed that
such claims are matters for which adjustment shall be sought between  Management
and the appropriate grievance representatives of committees.

     In the  event  the  above  procedure  does not  result  in  agreement,  the
International  Union and the Company may work out such  agreements  as they deem
appropriate  irrespective  of existing  seniority  agreements  or may submit the
matter to arbitration under such conditions, procedures, guides and stipulations
as to which they may mutually agree.


SECTION 6 - 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 7 - 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 Ten 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 8 - FILLING OF VACANCIES

A.   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 degree practicable, post notice of such vacancy or expected
     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.

B.   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.

C.   (1)  A  permanent  vacancy  on  an  entry  level  job  in   department-wide
          competition shall be brought to the notice of all Employees within the
          department in accordance with administrative rules presently in effect
          or as may be mutually changed by Plant Management and the Chairman and
          Secretary of the  Grievance  Committee.  Where  necessary  such notice
          shall be posted and, in any event,  the rules  developed  shall insure
          complete  and  adequate  notice to all  affected  Employees of (a) the
          vacancies and,  subsequently,  (b) the Employees  selected,  including
          their plant continuous service dates.

     (2)  A permanent  vacancy on an entry level job in  plant-wide  competition
          shall  be   posted  on  a   plant-wide   basis  in   accordance   with
          administrative rules presently in effect or as may be mutually changed
          by Plant  Management  and the Chairman and  Secretary of the Grievance
          Committee,  as to  location of  posting,  duration of posting  period,
          method of bidding,  period for  selection,  notice of  selection,  and
          method or  procedure  for  contesting  a  selection.  Such rules shall
          require  that (a) the  notice of vacancy  posted  shall  indicate  the
          department,  job  title,  job  class,  estimated  number of  Employees
          needed,  date of posting,  and the time and location where bids can be
          filed for the vacancy involved,  (b) the bids shall be in writing, and
          (c) the  subsequent  notice of the  prevailing  bidders shall indicate
          their plant continuous service dates.

     (3)  A  permanent  vacancy  may  be  filled  by  temporary  assignments  in
          accordance with applicable seniority agreements until such time as the
          prevailing bidder is selected and assigned.

D.   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 Ten.

E.   The term "entry level job" refers to the job or jobs in a seniority unit or
     line of promotion in which permanent  vacancies  remain after all Employees
     with  incumbency   status  in  such  unit  or  line  have  exercised  their
     promotional and other seniority rights.


SECTION 9 - 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 the  Employees  who hold the office of
Unit  Chair,  President  and Vice  President  in the  Local  Union in which  the
Employees of the plant are members.


SECTION 10 - LEAVES FOR UNION BUSINESS

     Leaves  of  absence  for  the  purpose  of  accepting  positions  with  the
International  or Local  Union  shall be  available  to a  reasonable  number of
Employees.  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  for the  purpose  of  accepting  other  than  temporary
positions with the International  Union shall be for a period not in excess of 2
years. Leaves of absence may be extended for an additional period equal to (i) 3
years, or (ii) the excess, if any, of an Employee's length of continuous service
at  commencement  of the  leave  of  absence  over 2 years,  whichever  is less;
provided,  however,  that any accumulation of continuous  service in excess of 2
years from the  commencement  of the leave of absence  shall be counted only for
purposes of this Article Ten - Seniority - of this  Agreement,  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.

     Leaves of absence for the purpose of  accepting a temporary  position  with
the  International  Union shall be for a period of 6 months and the  accumulated
periods  of  such  temporary  absences  shall  be  considered  for  purposes  of
determining  the maximum leave of absence  available to an Employee as set forth
above; provided, however, in no event shall an Employee be entitled to more than
2 years of cumulative leaves of temporary absence.

     Leaves of absence for the purpose of accepting an elective  office with the
Local  Union  shall be for a period  not in excess of 3 years and may be renewed
for further periods of 3 years each.

SECTION 11 - 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 6 months,  to keep them  reasonably  up to date.  Except  as  provided  in
Section 3 of this Article  Ten, the  seniority  rights of  individual  Employees
shall in no way be  prejudiced  by errors,  inaccuracies,  or  omissions in such
lists.

SECTION 12 - SENIORITY POOLS

A.   Purpose

     The purpose of this Section 12 is to increase  intra-plant job security for
     longer service  Employees.  The application of seniority  provisions  other
     than those  established  under this Section 12 to jobs in a seniority  unit
     shall not be affected by the  inclusion  of such jobs in the pool except to
     the extent necessary to comply with the provisions of this Section 12.

B.   Establishment of Seniority Pools

     It is the  objective  of the  parties  that there shall be at the plant the
     minimum number of seniority  pools as described  below  consistent with the
     efficient  operation  of the plant.  As a  minimum,  the  agreed-upon  area
     covering  a  single  seniority  pool in each  case  shall  be as  broad  as
     practicable  and in no event shall be less than a major operating unit such
     as  Blast  Furnace,  Coke  Plant,  Open  Hearth,  etc.;  however,   rolling
     facilities  need not  necessarily  be  considered  as one  unit  but  shall
     nevertheless be as broad as  practicable.  For this plant the area shall be
     as broad as  practicable  but shall in no event be less than a  substantial
     portion of the plant.

     Each seniority  pool within an  agreed-upon  area as established or revised
pursuant to the above  objectives  shall be regarded as being a single seniority
pool for the  purposes of layoff and recall.  Each such pool shall be made up of
all jobs in Job  Classes  1, 2, and 3, and such jobs in Job Class 4 or higher as
shall be agreed upon by the local parties.  The number of jobs in Job Class 4 or
higher to be included in the pool shall be no less than the total  number of Job
Class 4 jobs in the agreed-upon area. The job opportunities provided by the jobs
in Job Class 4 or higher included in the pool as of the pay period including the
90th day after  the  effective  date of this  Agreement  shall be  approximately
equivalent  to the job  opportunities  provided  by all Job  Class 4 jobs in the
agreed-upon area as of such date. If a particular job required to be included in
the pool by the foregoing provisions is inappropriate for inclusion in the pool,
the local  parties may agree to remove it from the pool  provided  that  another
suitable job (or jobs) is  concurrently  added to the pool which does not reduce
significantly  the  number of job  opportunities  provided  by the job which was
removed  from  the  pool.  The  jobs  in the  pool  shall  also be  included  in
appropriate  seniority units for the application of seniority  provisions  other
than those included in this Section 12.

C.   Operation of a Seniority Pool

     An Employee who, at the time he is or otherwise would be laid off, has 2 or
     more years of plant continuous service shall be assigned to a job for which
     he is qualified in his seniority  pool,  if a job in his seniority  pool is
     held  by an  Employee  having  less  plant  continuous  service;  provided,
     however,  that  Management  shall not be required to assign him to any such
     job before the  expiration  of 30 days (or such shorter  period as may have
     been  heretofore  agreed upon by the local  parties)  after the date of his
     layoff. In filling other than temporary  vacancies in jobs in any seniority
     pool,  Management  will recall  Employees laid off from the seniority units
     covered  by the  pool in the  order  of  their  plant  continuous  service;
     however,  the  Employee  must  be  qualified  to  perform  the  job.  Where
     practicable,  however,  Management will make a reasonable effort to assign,
     on the basis of plant  continuous  service,  an Employee  laid off from his
     seniority unit to a pool job he prefers which is not held by an Employee of
     that  unit.  However,  Management  shall  have  the  right  to  the  extent
     necessary,  to designate  the specific job in any pool to which an Employee
     shall be assigned (and to change such assignments) in order to provide jobs
     for longer service  Employees who would  otherwise be unable to qualify for
     an available job in the pool. In order to maintain  efficiency,  Management
     need not assign  laid-off  Employees  to a job in any  operating or service
     unit where such assignment  would result in less than the required  minimum
     of  experienced  Employees in such unit. The local parties may by agreement
     determine whether there are circumstances  under which an Employee need not
     accept a pool job.

D.   Operation of Multiple Seniority Pools

     If there is  established  more  than one  agreed-upon  area as  defined  in
     Subsection B above,  the following shall apply; in the event of a permanent
     shutdown as defined in Article  Fourteen - Severance  Allowance - or layoff
     of one or more Employees for a period which extends for 6 months or more or
     which the  parties  believe  will  extend  for such a period,  an  Employee
     affected  who has 2 or more  years of plant  continuous  service at time of
     layoff shall be given the right to a job in any seniority pool in the plant
     if a job in that  pool  is held by an  Employee  with  less  plant  service
     provided he is qualified to perform the job. Such assignments to jobs shall
     be subject to the same rules as apply in  Subsection  C above.  An Employee
     who has been  assigned  to a job in a different  seniority  pool under this
     provision and who has been  subsequently laid off from that pool shall have
     recall rights to that pool until he is recalled to a job in the agreed-upon
     area from which he was originally laid off;  provided,  however,  that such
     recall rights shall be limited to his own pool and the last pool from which
     he was laid off;  and  provided,  further,  that the  Company  shall not be
     required  under this  Subsection D to displace a shorter  service  Employee
     with such laid-off Employee before the expiration of 30 days after the date
     of any such layoff.

E.   Retention Rights

     An Employee  assigned  under any pool  arrangement  to a seniority unit for
     purposes  of  retention  shall have no  seniority  rights  for  promotional
     purposes in that unit,  except in competition with an Employee in such unit
     who has been  employed  less than 31 days prior to the retained  Employee's
     assignment in that seniority unit.

F.   Miscellaneous

     (1)  Employees shall be recalled  directly to jobs in their seniority units
          or  promotional  sequences  above the  seniority  pool,  if that is in
          accord with applicable seniority practices or agreements.

     (2)  If the Company  recalls the wrong Employee from a layoff to a job in a
          pool,  it will not be liable for any  retroactive  pay to the Employee
          who should have been  recalled  with  respect to any period prior to 4
          days or the  beginning  of the  workweek,  whichever  is later,  after
          receipt by the Company of specific written notice by him (on a form to
          be provided therefor) of its alleged error.

     (3)  If the local parties deem it helpful in facilitating the assignment of
          Employees  in the pool,  they are  empowered  to agree in writing that
          schedule  changes arising from movements of Employees into,  within or
          out of the seniority  pools in accordance  with the provisions of this
          Section 12 shall be deemed not to be, even though it  otherwise  would
          be, a violation  of the  provisions  relating to schedule  changes and
          shall  not  provide  a basis  for a claim  for  sixth or  seventh  day
          overtime compensation or reporting allowance.

SECTION 13 - MANNING OF NEW FACILITIES

A.   In the manning of jobs on new  facilities  in the plant,  the jobs shall be
     filled  by  qualified  Employees  who  apply  for such jobs in the order of
     length of plant  continuous  service from the  following  categories in the
     following order but subject to the other provisions of this Section 13:

     (1)  Employees  displaced  from any facility being replaced in the plant by
          the new facilities;

     (2)  Employees being displaced as the result of the installation of the new
          facilities;

      (3)Employees presently employed on like facilities in the plant;

     (4)  Employees presently on layoff from like facilities in the plant;

     (5)  Employees  in the  plant  with 2 or more  years  of  plant  continuous
          service,  provided that if sufficient  qualified  applicants from this
          source  are  not  available,   Management  shall  fill  the  remaining
          vacancies as it deems appropriate.

B.   The local parties shall meet to seek  agreement on the standards to be used
     to determine the qualifications  entitling  Employees otherwise eligible to
     be  assigned to the jobs in  question.  It shall be the  objective  of such
     meetings to reach  agreements on manning which reflect the parties'  mutual
     intent to facilitate efficient manning and preserve job security for longer
     service Employees.

C.   Should the local  parties fail to agree on the  standards  for  determining
     qualifications, an applicant otherwise eligible shall have:

     (1)  The necessary qualifications for performing the job.

     (2)  The ability to absorb such training for the job as is to be offered as
          is necessary to enable the Employee to perform the job satisfactorily.

     (3)  The necessary  qualifications to progress in the promotional  sequence
          involved to the next higher job to the extent  that  Management  needs
          Employees  for  such   progression.   In  determining   the  necessary
          qualifications to advance in the promotional  sequence  involved,  the
          normal  experience  acquired by  Employees in such  sequence  shall be
          taken into  consideration.  However,  it is recognized that Management
          can require  that a  sufficient  number of  occupants of each job in a
          promotional  sequence be  available  to assure an  adequate  number of
          qualified replacements for the next higher job.

D.   An applicant who is  disqualified  under  Subsection C above shall have the
     right to apply for another job for which he believes he can qualify.

E.   When new facilities are to be manned pursuant to this Section 13, the local
     parties shall meet and may establish, in appropriate  circumstances,  rules
     for allowing an Employee not placed initially a second opportunity to elect
     transfer to the new facility  consistent with its efficient  operation.  In
     establishing such rules, the local parties shall consider matters such as:

     (1)  The job level in the promotional  sequence in the new unit up to which
          an Employee will be allowed a second opportunity to elect transfer.

     (2)  The date on which the second  opportunity must be exercised  following
          start-up of the new  facility,  but not more than 3 years  thereafter.
          (In determining such date, the parties shall give due consideration to
          possible  Management  abandonment  of the old  facility or an extended
          period of its nonuse).

     In lieu of or in addition to the foregoing, the local parties may develop a
     method for filling permanent vacancies in the new facility between the time
     of initial manning and the final election to transfer.

F.   Should  Management  deem it  necessary to assign an Employee to his regular
     job on the old facility in order to continue its  efficient  operation,  it
     may do so on the basis of  establishing  such  Employee  on the new job and
     temporarily  assigning  him to his former job until a suitable  replacement
     can be trained for the job or its  performance  is no longer  required.  In
     such event,  such Employee shall be entitled to earnings not less than what
     he  would  have  made had he been  working  on the job on which he has been
     established.

G.   Where new facilities  replace facilities of more than one plant in the same
     general  locality,  appropriate  representatives  of the  Company  and  the
     International  Union shall meet in  conjunction  with the local parties for
     the purpose of seeking an agreement on manning consistent with the parties'
     mutual intent to facilitate efficient manning and preserve job security for
     longer  service  Employees.  In such  situations,  Company  service  may be
     considered in addition to plant service.

SECTION 14 -    PERMANENT VACANCIES
                AND TRANSFER RIGHTS

     Permanent  transfers  shall not be made  through the  operation of the pool
procedures.  An Employee who is assigned under a pool  arrangement to a unit for
purposes of retention  shall not be able to  effectuate a permanent  transfer to
that unit by  refusing a recall to his home unit.  (However,  nothing  contained
herein shall preclude such an Employee from effectuating a permanent transfer by
bidding  for a  permanent  vacancy in such a unit or any other  unit.  Moreover,
nothing  contained  herein  shall  affect the rights of such  Employees  under a
permanent shutdown  situation).  In addition such a retained Employee shall have
only such  promotional  rights in the unit to which he is assigned for retention
purposes as are provided for by Subsection E of Section 12 of this Article Ten.

(a)  Subject to the  exception  provided by  Paragraph  (c) below for entry into
     trades and crafts, a three-step  procedure for filling permanent  vacancies
     shall be retained as  presently  agreed to. A  permanent  vacancy  shall be
     filled from within the first step of competition  (whether it be unit, line
     of progression,  etc.). Each succeeding vacancy shall be filled in the same
     manner,  and the resulting  vacancy in the entry level job shall thereafter
     be filled on a  departmental  basis (the  second  step of  competition)  by
     Employees with at least six months of plant service on the date the vacancy
     is posted or such lesser period as has been mutually agreed to by the local
     parties.  Resulting entry level departmental vacancies shall be filled on a
     plant-wide basis (the third step of competition) by Employees with at least
     six  months  of plant  service  on the date the  vacancy  is posted or such
     lesser period as has been mutually agreed to by the local parties.

(b)  However, where operating circumstances so warrant (such as size, geography,
     job  relationships,  physical  proximity,  safety,  and  other  appropriate
     factors),  a two-step  procedure for filling  permanent  vacancies shall be
     retained as presently  agreed to. Under a two-step  procedure,  a permanent
     vacancy shall be filled from within the first step of competition  (whether
     it be unit, line of progression, department, etc.). Each succeeding vacancy
     shall be filled in the same manner,  and the resulting vacancy in the entry
     level job shall  thereafter  be filled on a  plant-wide  basis by Employees
     with at least six months of plant service on the date the vacancy is posted
     or such lesser period as has been mutually agreed to by the local parties.

(c)  As an exception to the  procedures  for filling  vacancies  provided for by
     Paragraph (a) above,  all  permanent  vacancies in  apprenticeships  and in
     entry level jobs in lines of promotion containing occupations which in fact
     lead to craft  jobs  shall be  filled  on a  plant-wide  basis  from  among
     qualified bidding Employees.  Similarly,  permanent vacancies in craft jobs
     which are not  filled by the  promotion  or  assignment  of  apprenticeship
     graduates,  or by the  promotion of an Employee  from a non-craft  job in a
     line of  promotion  leading to a craft job,  or by the  transfer of a craft
     Employee  from one unit to another  within the same trade or craft shall be
     filled on a plant-wide  basis from among qualified  bidding  Employees.  An
     Employee  shall not be  disqualified  for  bidding  on any such  vacancy by
     reason of any minimum length of service requirement. Should Management deem
     it  necessary  to retain an Employee on his former job in order to continue
     efficient  operation,  it may  do so on  the  basis  of  establishing  such
     Employee  on the new job and  temporarily  assigning  him to his former job
     until a suitable  replacement can be trained for the job or its performance
     is no longer  required.  In such event,  such Employee shall be entitled to
     earnings  not less than what he would have made had he been  working on the
     new job on which he has been  established and, where  applicable,  shall be
     paid as though such hours were credited to any apprenticeship.

(d)  Vacancies shall be made available in accordance with the seniority  factors
     set forth in Section 1 of this Article Ten subject to the following:

     (1)  An Employee must be qualified to perform the job.

     (2)  With respect to entry level jobs  classified  at Job Class 5 and below
          that are filled on a departmental or plant-wide basis, such jobs shall
          be filled from among qualified bidding Employees in order of length of
          plant continuous service, subject, however, to Subparagraph (3) below.

     (3)  With  respect  to jobs in  promotional  sequences  leading to trade or
          craft  or  special-purpose  maintenance  jobs  or  to  highly  skilled
          operating or  technical  jobs,  Management  may require an Employee to
          have the  necessary  qualifications  to  progress  in the  promotional
          sequence involved to the next higher job to the extent that Management
          needs  Employees for such  progression.  In determining  the necessary
          qualifications to advance in the promotional  sequence  involved,  the
          normal  experience  acquired by  Employees in such  sequence  shall be
          taken into  consideration.  However,  it is recognized that Management
          can require  that a  sufficient  number of  occupants of each job in a
          promotional  sequence be  available  to assure an  adequate  number of
          qualified replacements for the next higher job.

(e)  If an Employee  accepts  transfer  under this  Section  14, his  continuous
     service in the unit from which he transfers will be cancelled 30 days after
     such  transfer;  provided,  however,  that during  such 30-day  period such
     Employee may  voluntarily  return to the unit from which he  transferred or
     Management  may  return  him to that unit  because  he cannot  fulfill  the
     requirements  of the job. In the event an Employee  accepts  transfer under
     this Section 14, he may not again apply for transfer during the period of 6
     months  after such  transfer.  In the event an Employee  refuses a transfer
     under this Section 14 after applying therefor or voluntarily returns to the
     unit from which he transferred, he may not again apply for transfer to such
     unit during the period of 6 months after such event.

(f)  Where a job sequence or line of progression includes jobs in the pool, such
     pool jobs in that job sequence or line of  progression  shall be considered
     as a single job in filling permanent vacancies above the pool.

SECTION 15 - VETERAN LIMITATION

     All of the  provisions  of this Article Ten are subject to, and limited by,
the rights of Employees  returning  from  military  service of the United States
with statutory  reemployment rights and Article Thirteen - Employees in military
service - of this Agreement.


                         ARTICLE ELEVEN - 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.

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

B.   (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,  Subsection  A, of this Article  Eleven,
          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 -    COMPLAINT AND
         GRIEVANCE PROCEDURE

A.   Processing of Complaints and Grievances

     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.

     If the Foreman and the Union  representative,  after full  discussion  in a
     meeting,  feel the  need for aid in  arriving  at a  solution,  they may by
     agreement  invite  such  additional  Company  or Union  representatives  or
     witnesses  from the plant as may be necessary and available to  participate
     in  further  discussion  at a mutually  convenient  time.  Such  additional
     participants  shall not relieve  the  Foreman and the Union  representative
     from  responsibility  for solving  the  complaint.  The Foreman  shall have
     authority to resolve the  complaint.  The Union  representative  shall have
     authority to settle, withdraw, or refer the complaint as provided below.

     If the complaint concerns only the individual or individuals involved,  and
     its resolution will have no effect upon the rights of other Employees,  the
     individual or individuals  involved may effectively request that the matter
     be dropped. If no such request is made, the Union representative shall have
     authority to resolve, withdraw, or refer the complaint as provided below.

     The  foregoing  procedure of direct  communication  and  discussion  should
     result in a full  disclosure  of facts and a fair and speedy  resolution of
     most of the complaints  arising our of day-to-day  operations of the plant.
     The  resolution of a complaint in Step 1 shall be without  prejudice to the
     position of either party.

     Whenever the Union representative  concludes that further discussion of the
     complaint  cannot  contribute  to its  resolution  the Foreman  shall be so
     notified.  Upon such notice the Foreman  shall have not more than 3 days to
     give his oral response to the complaint.

     If a  complaint  is not  resolved  in Step 1,  the  Foreman  and the  Union
     representative  may refer it to Step 2 by jointly  completing within 3 days
     of the  Foreman's  oral  response an Employee  Complaint  Appeal Form which
     shall   include,   among  other  items,   the   signatures   of  the  Union
     representative  and the Employee and the date signed.  Upon  completion  of
     such form,  the parties  shall sign and date the form and two copies of the
     completed form shall be returned to the Union representative.

     STEP 2 (WRITTEN).  A complaint  received in Step 2 shall be discussed in an
     attempt to settle the complaint at a mutually  convenient  time between the
     Grievance Committee along with the Local Union President (if he so desires)
     and the Plant  Superintendent  or his  representative  but not later than 7
     days from the referral from Step 1. The Chairman of the Grievance Committee
     and the  Plant  Superintendent  or his  representative  (who  has  thorough
     knowledge of the complaint  and  authority to make a  settlement)  shall be
     responsible for conducting the Step 2 hearing.

     Other Step 2  participants  shall include,  unless  otherwise  agreed,  the
     involved Grievance  Committeeman,  Employee and Foreman, and, by agreement,
     other   Employees  who  may  be  called  as  witnesses.   Such   additional
     participants shall not relieve the Chairman of the Grievance  Committee and
     the Plant  Superintendent or his  representative  from  responsibility  for
     resolving the complaint.  The Plant  Superintendent  or his  representative
     shall have the  authority  to resolve the  complaint.  The  Chairman of the
     Grievance  Committee  shall have the  authority  to resolve or withdraw the
     complaint.

     Whenever  either party  concludes  that the  discussion of the complaint in
     Step 2 cannot contribute to its settlement, not later than 10 days from the
     date of referral to Step 2, the other party shall be so notified. Upon such
     notice the Plant  Superintendent or his representative  shall give his oral
     response to the complaint. The resolution of a complaint in Step 2 shall be
     without  prejudice to the  position of either  party.  If the  complaint is
     settled in Step 2, the Employee  Complaint Appeal Form shall be so noted by
     the signature of the Step 2 representatives and the date thereof.

     If the  complaint  is not  settled  in  Step 2, in  order  to be  otherwise
     eligible  for  appeal  to  Step 3 as a  grievance,  minutes  of the  Step 2
     discussion  shall be  developed  as  provided  below.  In the  interest  of
     settling  grievances at plant level,  the facts and positions  relied on by
     each party shall be fully set forth.

     Minutes of all Step 2 grievance  meetings  shall be prepared by the Company
     representative,  within 7 days of the Company Step 2 oral response, jointly
     signed by him and the Chairman or Secretary of the Grievance Committee.  If
     the Chairman or Secretary of the Grievance  Committee  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.  Minutes  shall be typed and
     shall conform essentially to the following outline:

     (a)  Date and place of meeting.

     (b)  Names and positions of those present.

     (c)  Identifying  number  and  description  of  each  grievance   discussed
          (suitable  identifying and numbering  systems for grievances  shall be
          adopted by mutual agreement in the plant).

     (d) Background information and facts.

     (e)  Statement of Union  position.  Any contract  provisions  cited at this
          step and reasons  therefore  precedential  grievances and/or awards of
          the arbitrator  cited,  supporting  evidence and arguments.  To insure
          accuracy, this may be submitted by the Union in writing.

     (f)  Statement of Management position.  Full response to all claims, points
          of  evidence,   testimony  and  arguments   presented  by  the  Union.
          Management testimony and evidence,  including precedential  grievances
          and/or awards of the arbitrator.

     (g) Summary of the discussion

     (h)  Decision reached.

     (i)  Statement as to whether decision accepted or rejected.

     Compliance with the foregoing  outline shall be required only to the extent
     that  such  information  is not  already  a part of the  written  grievance
     record.

     If  Management's  decision  in Step 2 is not  appealed to Step 3 within the
     prescribed  time limit,  the grievance  shall be considered  settled on the
     basis of such  decision  and shall not be eligible for further  appeal.  In
     exceptional cases, however, where the Union can satisfactorily  demonstrate
     that  the   failure   of  the  Union   representative   charged   with  the
     responsibility  for such appeal was caused by conditions  justifiable under
     the circumstances and does, in fact, appeal within 10 days from the date of
     the default, the appeal shall be accepted as though it had been timely. The
     Company's  liability  for  any  retroactive  payments  resulting  from  the
     application of the preceding sentence shall exclude the period of the delay
     in the appeal.

     STEP 3  (WRITTEN).  In order  for a  grievance  to be  considered  further,
     written  notice of appeal shall be served  within 14 days after  receipt of
     the  Step 2  minutes  by the  representative  of the  International  Union,
     certified to  Management in writing,  upon the Manager of Labor  Relations.
     Such notice shall state the grievance  identifying number and be signed and
     dated by such representative.

     No  Employee  grievances  shall be  permitted  to  progress  into this Step
     without  review  by  the  Union's  District   Director  or  his  designated
     representative.

     A Grievance  which has been  received in Step 3 shall be  discussed  at the
     earliest  date of mutual  convenience  following  receipt  of the notice of
     appeal, but no more than 60 days thereafter.

     Step 3 meetings shall not be postponed except in unusual circumstances. Any
     party requesting a postponement  shall do so in writing,  giving the reason
     therefor  and stating  that the meeting  shall take place at a prompt later
     date. A copy of the written postponement request shall be included with the
     grievance  statistics  currently  provided to the International  Union on a
     quarterly basis.

     The parties' Step 3 representatives may remand the written grievance record
     (as certified  from the previous  Step) to Step 2 when they agree that such
     record was not adequately  developed in circumstances  where it should have
     been.  In such a case,  the plant  parties  shall have 20 days to amend the
     record,  whereupon  it shall be returned to Step 3 if remand did not result
     in settlement.

     Grievances  discussed  in a Step 3 meeting  shall be answered in writing by
     the  representative  of the  Company  within 14 days after the date of such
     meeting  unless a  different  date for  disposition  is agreed  upon.  Such
     written  answer shall  contain a concise  summary of each  representative's
     contractual  analysis  of  the  issues  presented  by  the  grievance,  the
     Company's  answer,  and shall form a part of the written  grievance record.
     Any  amendments  by the Step 3  representative  of the Union to the written
     answer of the Company  shall be  specifically  incorporated  in the written
     answer.

     The Step 3 meeting  shall be  limited to the Step 3  representative  of the
     Company and the representative of the International Union, unless otherwise
     mutually  agreed  upon in advance  of the  meeting.  Either  party may call
     witnesses  whose  attendance  shall be  restricted to the time required for
     their testimony.

     The  Company's  Step 3  representative  shall have  authority to settle the
     grievance.  The  representative  of  the  International  Union  shall  have
     authority to settle or withdraw the  grievance,  or appeal the grievance to
     arbitration.

     Meetings  which  shall be  required  under  this  Step 3 shall be held at a
     mutually agreed-to location.

     If the  decision in Step 3 is not  properly  appealed to Step 4 as provided
     below,  the  grievance  shall be  considered  settled  on the basis of such
     decision and shall not be eligible for further appeal.

     STEP 4 (WRITTEN). Except as otherwise expressly provided in this Agreement,
     grievances not satisfactorily settled in Step 3 may be appealed by the Step
     3 representative of the Union to arbitration by giving notice in writing to
     the Company within 20 days after the Step 3 written answer is given to such
     Step 3 representative.

     The decision of the  arbitrator  will be  restricted  to whether there is a
     violation of the  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
     provisions of this Agreement.

     The  arbitrator  shall  also  have   jurisdiction  and  authority  only  to
     interpret,  apply or determine  compliance  with respect to the Health Care
     and Disability  Plans between the parties in order to dispose of grievances
     properly arising under Article  Seventeen - 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
     Plans.

     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.

     Except as in this Agreement otherwise  expressly provided,  an award of the
     arbitrator in respect to any  grievance  which shall be so submitted to him
     shall not in any case be made  retroactive  to a date  prior to the date on
     which such grievance  shall have been first  presented in writing in Step 2
     of the complaint and  grievance  procedure;  or, in the case of a grievance
     presented in Step 1 the date of such  presentation  but in no event earlier
     than 5 days prior to the date the Employee  Complaint Appeal Form was first
     received in Step 1. An award of the  arbitrator in respect to any grievance
     in respect to rates of pay including any applicable Special Hourly Additive
     (except as otherwise expressly provided in Article Five - Wages),  overtime
     compensation,  reporting allowance,  shift differentials,  Sunday premiums,
     discipline,  seniority,  holidays, and vacations may be made retroactive to
     the date of the  occurrence  or  nonoccurrence  of the event upon which the
     grievance is based.

     Awards of the arbitrator  involving the payment of monies for a retroactive
     period  shall be  implemented  promptly by the parties in  accordance  with
     Subsection B (17) of this Section 2.

B.   General Provisions

(1)  Except as otherwise  expressly provided in this Agreement there shall be no
     right or remedy in respect to any  complaint or  grievance  which shall not
     have been presented in Step 1 as determined by the Foreman's receipt of the
     Employee Complaint Appeal Form, or presented in Step 2 as determined by the
     Plant Superintendent's receipt of the Employee Complaint Appeal Form within
     30  calendar  days  after the date on which the facts or events  upon which
     such  alleged  complaint  or  grievance  is based  shall  have  existed  or
     occurred;  provided,  however,  that a  complaint  or  grievance  regarding
     seniority,  based upon the occurrence or  nonoccurrence of the event during
     his absence,  may be presented  within 30 calendar days after his return to
     work by an  Employee  absent  from work  because  of  layoff  or  sickness;
     provided, further, that the effective date for adjustment of such complaint
     or grievance in no event shall be earlier than 30 days prior to the date on
     which the complaint or grievance was received in writing in the appropriate
     step.

(2)  Complaints  or grievances  shall be  considered  initially in the following
     steps of the complaint and grievance  procedure  depending upon the subject
     matter of the alleged complaint or grievance.

     (a)  Complaints  which  allege  violations   directly  affecting  only  the
          Employees  working  under a particular  Foreman  shall be discussed in
          Step 1.

     (b)  Complaints  which  allege  violations   directly  affecting  Employees
          working under a particular  department  supervisor but under more than
          one Foreman shall be filed initially in Step 2.

     (c)  Grievances  which  allege  violations   directly  affecting  Employees
          working  under  more  than one  department  supervisor  shall be filed
          initially in Step 2 and if not resolved after  discussion,  the Step 2
          representatives shall develop the written record.

(3)  Complaints or grievances  which are not initiated in the proper step of the
     complaint and grievance  procedure shall be referred to the proper step for
     discussion and answer by the Company and Union  representatives  designated
     to handle complaints or grievances in such step.

(4)  Complaints or grievances initiated in Step 2 of the complaint and grievance
     procedure shall specify the group of Employees  affected and be signed by a
     representative  number of such group and by the  Chairman of the  Grievance
     Committee.

     A grievance form which is not properly  filled out shall be returned to the
     Chairman of the  Grievance  Committee  who shall be entitled to present the
     grievance properly filled out within 7 days from the date the grievance was
     returned.

(5)  At all steps in the complaint and grievance procedure, the grievant and the
     Union  representatives  shall  materially  expedite  the  solution  to  the
     complaint or grievance by disclosing to the Company  representatives a full
     and detailed statement of the facts relied upon, the remedy sought, and the
     provision  of the  Agreement  relied  upon.  In the  same  manner,  Company
     representatives  shall disclose all the pertinent  facts relied upon by the
     Company.

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

(7)  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.

(8)  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 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.

(9)  The  procedural  steps for the  settlement of complaints or grievances  set
     forth in this Section 2 shall  constitute a general  standard  which may be
     modified by agreement in writing between  Management and the Union,  if, in
     the interest of prompt and orderly  settlement of complaints or grievances,
     it shall be deemed advisable that such procedural steps be so modified.

(10) In order to avoid  the  necessity  of  initiating  multiple  complaints  or
     grievances  on the same  subject or event or  concerning  the same  alleged
     contract violation occurring on the same or successive occasions,  a single
     complaint or grievance may be processed and the facts of alleged additional
     violations  may be  presented  in the  appropriate  step on  special  forms
     supplied by the Company for this purpose and signed by each  claimant.  The
     time limits  applicable to the initiating of complaints or grievances shall
     apply  to all  such  additional  claims.  When the  original  complaint  or
     grievance  is  resolved  in the  complaint  and  grievance  or  arbitration
     procedure,  the parties  resolving  such complaint or grievance (the Step 3
     representatives  if  resolved by  arbitration)  shall  review such  pending
     claims  in the  light  of the  disposition  of the  original  complaint  or
     grievance  in an effort to dispose of them.  If any of such  claims are not
     settled within 15 calendar days following the  disposition of such original
     complaint or  grievance,  each claim shall be  considered as a complaint or
     grievance  and  thereafter  processed  in  accordance  with the  applicable
     procedure and applicable time limitations contained herein.

(11) In case a  complaint  involves a large  group of  Employees,  a  reasonable
     number may participate in the discussion in Step 1 and Step 2.

(12) 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.

(13) Notwithstanding  the  procedure  herein  provided,  any  grievance  may  be
     submitted to the arbitrator at any time by agreement of the parties to this
     Agreement.

(14) In addition to instances and provisions set forth in this Agreement whereby
     Union representatives may process complaints or grievances, notwithstanding
     the definition of the term "grievance" in Section 1 of this Article Eleven,
     the complaint and grievance  procedure may also be utilized by the Union in
     processing  complaints  or  grievances  which  allege  a  violation  of the
     contractual  obligations of the Company to the Union as such. In processing
     such  complaints or grievances,  the Union shall observe the specified time
     limits in appealing and the Company shall observe the specified time limits
     in  answering.  In the event an  Employee  dies,  the Union may  process on
     behalf of his  legal  heirs any  claim he would  have had  relating  to any
     monies due under any provision of this Agreement.

(15) The Chairman of the Grievance  Committee may file grievances in writing, if
     he believes this to be necessary,  concerning alleged violations of Section
     3 of Article One - Purpose and Scope,  Section 4 of Article Three - Company
     and Union  Activity,  or Article Ten - Seniority,  in  conformity  with the
     provisions of this Article Eleven.

(16) In the event of  improper  layoff or  failure  to  recall  an  Employee  in
     accordance with his seniority rights, in the absence of mutual agreement to
     an equitable lump sum payment, he shall be made whole for the period during
     which he is  entitled to  retroactivity  in the same manner as set forth in
     Section  1 of  Article  Nine -  Suspension  and  Discharge  Cases - of this
     Agreement.

(17) In any settlement involving retroactive payments, the appropriate Union and
     Company  representatives shall expeditiously  determine the identity of the
     payees and the  specific  amount  owed each  payee.  Payment  shall be made
     promptly but, in any event, within 30 days after such  determination.  Such
     payments shall be indicated on the pay stub.

     In cases  involving  large  numbers of  Employees,  or extended  periods of
     retroactivity,  in order to expedite payment,  the parties shall,  wherever
     possible, agree upon the identity of the payees and the specific procedures
     for  determining  the  amounts  owed or  equitable  approximations  of such
     amounts.  Management  commits  itself,  following such  agreement,  to make
     payment at the  earliest  date in light of the  procedures  agreed upon and
     will,  within two weeks  following  such  agreement,  notify the  Grievance
     Committee of the date when such payment will be made.

(18) 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.

SECTION 3 - ARBITRATION REVIEW

     If at any time  during  the term of this  Agreement  the  President  of the
International Union and the Manager of Labor Relations of the Company agree that
a problem  requiring  special  attention has developed in the functioning of the
arbitration  procedure,  an  Arbitration  Procedure  Review  Committee  shall be
established  consisting of an  agreed-upon  number of persons  appointed by each
party.  The  Committee  shall be  authorized  to review the  functioning  of the
arbitration  procedure,  to make such  recommendations  as it deems  proper with
respect to the problem  and to report its  findings  to such  officials,  but it
shall not concern  itself with any case which has been appealed to  arbitration.
The  Committee  shall be  discontinued  after it has  completed  its  review and
report.

SECTION 4 -    UNION GRIEVANCE
               REPRESENTATION

A.   There shall be one Grievance  Committee for the plant,  which shall consist
     of not  less  than 3  Employees  of the  plant  and not  more  than 10 such
     Employees,  designated  in writing by the Union,  except  that if a greater
     number of grievance  committeemen  were  recognized  under the  immediately
     prior  agreement  between the  parties,  such  greater  number shall be the
     maximum for purposes of this Agreement.

B.   Subject to the limitations contained in Subsection A of this Section 4, the
     number of grievance committeemen at the plant shall be mutually agreed upon
     between  Management  and the Union.  The  grievance  committeemen  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,  for the
     purposes of this Section 4 shall be determined by mutual agreement  between
     Management  and  the  Union,   and  existing  plant  areas,   or  grievance
     representation  units,  shall continue in effect unless  Management and the
     Union otherwise agree.

C.   A  grievance  committeeman  will be  permitted  to  visit  departments,  as
     provided  in this  Subsection  C, 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.

D.   Departmental Representatives may be designated by the Union at the plant to
     aid the Grievance  Committee.  The number of Union representative shall not
     exceed one for each 60 Employees in the plant.

E.   The  area  in  which   each   grievance   committeeman   and   Departmental
     Representative  shall  function  shall be  determined  by mutual  agreement
     between  Management and the Union.  Departmental  Representatives  shall be
     Employees of the plant area which each represents.

SECTION 5 - ACCESS TO A PLANT

A.   The District  Director and the  representative of the Union who customarily
     handles grievances from the plant in Step 3 shall have access to the plant,
     subject  to  established  rules  of  the  plant,  at  reasonable  times  to
     investigate grievances with which they are concerned.

B.   The  Local  Union  President  will be  permitted  access  to the  plant  at
     reasonable  times when  necessary  to transact  legitimate  union  business
     pertaining to the  administration of the applicable  agreements between the
     parties  after  notice  to  the  Plant  Superintendent  or  his  designated
     representative. Should it become necessary for the Local Union President to
     visit other  departments  of the plant to transact such union business at a
     time when he is at work,  he shall be granted  such time off without pay as
     necessary  for such  purpose  after  release  from duty (which shall not be
     unreasonably  withheld)  by his  own  department  head  or  his  designated
     representative   and  clearance  from  the  Plant   Superintendent  or  his
     designated representative.

SECTION 6 -    EXPEDITED ARBITRATION
               PROCEDURE

     Notwithstanding  any  other  provision  of this  Agreement,  the  following
expedited  arbitration  procedure is designated to provide  prompt and efficient
handling  of  routine  grievances,   including  certain  grievances   concerning
discipline as provided in Appendix H of this Agreement.

A.   The expedited  arbitration  procedure  shall be implemented in light of the
     circumstances existing in the plant, with due regard to the following:

     (1)  In accordance with the understanding made by the staff  representative
          of the Union  designated  pursuant to this  Agreement  and his Company
          counterpart, the local union and the local management shall appeal the
          grievance to an arbitrator under this expedited  arbitration procedure
          by mutual agreement of the parties.

     (2)  The appeal  shall be made  within 10  calendar  days of receipt of the
          Step 2 minutes.

     (3)  All grievances  appealed to Step 3 of the grievance procedure shall be
          reviewed by each respective Step 3 representative,  and within 10 days
          after receipt of appeal of such grievance either Step 3 representative
          may communicate with the other and then jointly determine whether such
          grievance  does  not  warrant  disposition  in  Step 3 but  is  rather
          appropriate  for expedited  arbitration  and therefore  agree to refer
          such grievance back to the Step 2 parties for review and  disposition.
          Any  grievance so referred back to the Step 2 parties and for which no
          agreement  can be  reached  for  disposing  of the  same,  may then be
          appealed by the Chairman of the  Grievance  Committee to the expedited
          arbitration  procedure.  Such  appeal  shall  be made  within  15 days
          (excluding  Saturdays,  Sundays,  and  holidays)  after  the  date the
          grievance  is referred to Step 2. If the  grievance is not so appealed
          to  the  expedited  arbitration  procedure,  it  shall  be  considered
          withdrawn.

     (4)  As soon as it is determined  that a grievance is to be processed under
          this  procedure,  the local  parties  shall notify the  Administrative
          Secretary of the area panel.  The appeal shall include the date,  time
          and place for the  hearing.  Thereafter,  the Rules of  Procedure  for
          Expedited Arbitration shall apply.

B.   The hearing shall be conducted in accordance  with the  following:  (1) The
     hearing  shall be  informal.  (2) No briefs  shall be filed or  transcripts
     made. (3) There shall be no formal  evidence  rules.  (4) Each party's case
     shall be presented by a previously designated local representative. (5) The
     arbitrator  shall have the obligation of assuring that all necessary  facts
     and  considerations  are brought before him by the  representatives  of the
     parties.  In all respects,  he shall assure that the hearing is a fair one.
     (6) If the  arbitrator  or the parties  conclude  at the  hearing  that the
     issues  involved  are of such  complexity  or  significance  as to  require
     further  consideration by the parties, the case shall be referred to Step 3
     and it shall be processed as though appealed on such date.

C.   The  arbitrator  shall  issue a  decision  no  later  than 48  hours  after
     conclusion of the hearing (excluding Saturdays,  Sundays and holidays). His
     decision shall be based on the records  developed by the parties before and
     at the hearing and shall include a brief written  explanation  of the basis
     for his  conclusion.  These  decisions shall not be cited as a precedent in
     any  discussion at any step of the  complaint and grievance or  arbitration
     procedure.  The  authority  of the  arbitrator  shall  be the  same as that
     provided in Section 2 of this Article Eleven.

D.   Any grievance  appealed to this  expedited  arbitration  procedure  must be
     confined  to issues  which do not  involve  novel  problems  and which have
     limited contractual significance or complexity.

                                 ARTICLE TWELVE
                                SAFETY AND HEALTH

SECTION 1 - GENERAL PROVISIONS

     The Company shall 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 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 or noise, the Company will
also make such additional  tests and  investigations  as are necessary and shall
notify the Union  Co-Chairman of the Joint Safety and Health Committee when such
a  test  is to  take  place.  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.

     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.  Goggles; gas masks; face shields;
respirators;   special  purpose  gloves;  fireproof,  waterproof  or  acid-proof
protective clothing when necessary and required shall be provided by the Company
without cost,  except that the Company may assess a fair charge to cover loss or
wilful  destruction  thereof  by the  Employees.  Where  any such  equipment  or
clothing is now provided,  the present  practice  concerning  charge for loss or
willful destruction by the Employee shall continue.

SECTION 2 - UNUSUAL CONDITIONS

     If an Employee shall believe that there exists an unsafe condition, changed
from the normal hazards  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 Plant  Superintendent in 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 2 of the  complaint and
grievance  procedure set forth in Article  Eleven - 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 Section 2 of Article Eleven - 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 the 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.   A Joint Safety and Health Committee  consisting of not less than 3 nor more
     than 10 Employees designated by the Union and an equal number of Management
     members,  if  Management  so desires,  designated  by the Company  shall be
     established  in  the  plant.  By  mutual  agreement  the  committee  may be
     increased.  The Union and the  Company  shall  designate  their  respective
     Co-Chairman and shall certify to each other in writing such Co-Chairmen and
     committee  members.  The  committee  shall hold  monthly  meetings at times
     determined by the Co-Chairmen who may also agree to hold special  meetings.
     Each Co-Chairman shall submit a proposed agenda to the other Co-Chairman at
     least 5 days prior to the monthly meeting.  The Company  Co-Chairman  shall
     provide the Union Co-Chairman with minutes of the monthly meeting. Prior to
     such monthly  meeting the Co-Chairmen or their designees shall engage in an
     inspection of mutually  selected  areas of the plant.  At the conclusion of
     the  inspection,  a written report shall be prepared by the Company setting
     forth their  findings.  One copy of the report  shall be  furnished  to the
     Union  Co-Chairman.  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.

     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.

B.   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 filed 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 Twelve.

C.   Advices of the Joint Safety and Health Committee,  together with supporting
     suggestions,  recommendations and reasons,  shall be submitted to the Plant
     Superintendent  or his  representative  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 Twelve.

D.   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 is  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.

E.   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 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 date
     between the Company and the International Union will be with the individual
     designated to provide such information.

F.   Once each year the Company will, from the same source described in E above,
     provide to the  International  Union Safety and Health  Department the OSHA
     Form 200 Summary of  Occupational  Injuries and illnesses or its equivalent
     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

SECTION 5 - 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 an 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 6 - 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 7 - SAFETY AND HEALTH TRAINING

A.   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.

B.   Newly hired Employees shall receive training in the general  recognition of
     safety and health hazards,  their statutory and basic 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.

C.   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.

D.   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 8 - 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 THIRTEEN - 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 Thirteen 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  Thirteen 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  Thirteen 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 veterans 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 Thirteen and who,
     under the terms of Article  Eight - Vacations - of this  Agreement,  except
     for his absence due to such military  service,  would have been entitled to
     receive a vacation or 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  (including any applicable Special Hourly
Additive but 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 FOURTEEN - SEVERANCE
                                    ALLOWANCE

SECTION 1 - PERMANENT CLOSING

     When, in the sole judgment of the Company,  it decides to close permanently
the plant or  discontinue  permanently a department of the plant or  substantial
portion thereof and terminate the employment of  individuals,  an Employee whose
employment is  terminated  either  directly or  indirectly  as a result  thereof
because he was not  entitled  to other  employment  with the  Company  under the
provisions of Article Ten - Seniority - of this  Agreement and Section 3 of this
Article Fourteen,  shall be entitled to a severance allowance in accordance with
and subject to the provisions hereinafter set forth in this Article Fourteen.

     Before the Company shall finally decide to close  permanently  the plant or
discontinue  permanently a department of the plant 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,  and the
Company will thereafter meet with appropriate Union  representatives in order to
provide them with an  opportunity  to discuss the Company's  proposed  course of
action  and to  provide  information  to the  Company  and  suggest  alternative
courses. Upon conclusion of such meetings,  which in no event shall be less than
30 days prior to the proposed closure or partial 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 other way reduce
or increase the working force in accordance  with its presently  existing rights
as set forth in Article Fifteen of 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 Ten - Seniority - of this Agreement.

SECTION 3 - OTHER JOB

     In lieu of severance allowance the Company may offer an eligible Employee a
job in the  same  job  class  for  which he is  qualified,  in the same  general
locality.  The  Employee  shall  have the  option of either  accepting  such new
employment or requesting his severance  allowance.  If an Employee  accepts such
other employment,  his continuous service record shall be as provided in Article
Ten - Seniority - of this  Agreement,  except that for the purpose of  severance
pay  under  this  Article  Fourteen  and for the  purposes  of  Article  Eight -
Vacations - of this Agreement,  his previous  continuous service record shall be
maintained and not be deemed to have been broken by the transfer.

SECTION 4 - TRANSFER

     As an  exception  to  Section  3 of  this  Article  Fourteen,  an  Employee
otherwise  eligible  for  severance  pay who is  entitled  under  Article  Ten -
Seniority - of this  Agreement to a job in the same job class in another part of
the plant shall not be entitled to  severance  pay whether he accepts or rejects
the transfer. If such transfer results directly in the permanent displacement of
some other Employee,  the latter shall be eligible for severance pay provided he
otherwise qualifies under the terms of this Article Fourteen.

SECTION 5 - 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 8 of
Article Eight - Vacations - of this Agreement.

SECTION 6 - 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 Fourteen, or any payment made by the Company under this Article Fourteen
may  be  offset  against  such  payments.  Statutory  unemployment  compensation
payments shall be excluded from the  non-duplication  provisions of this Section
6.

SECTION 7 -    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  fourteen may, at such time,  elect to be placed on layoff status for 30
days or to continue on layoff status for an additional 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  Fourteen;
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.

SECTION 8 - 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 FIFTEEN - MANAGEMENT

     The Company  retains the exclusive  rights 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 SIXTEEN - STRIKES
                                  AND LOCKOUTS

SECTION 1 - STRIKES PROHIBITED

     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  or strike,  sympathy  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 Sixteen may
be discharged from the employ of the Company in accordance with the procedure of
Article Nine - Suspension and Discharge Cases - of this Agreement.

     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.

SECTION 2 - LOCKOUTS PROHIBITED

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


                               ARTICLE SEVENTEEN -


     The  claims  procedures  of the  various  insurance  plans  - and  not  the
grievance  procedure  of  the  labor  agreement  - are  to be  used  to  resolve
claims/disputes regarding insurance matters without recourse to the Company.

                                ARTICLE EIGHTEEN


                                ARTICLE NINETEEN
                                TERM OF AGREEMENT

SECTION 1 - TERM

     Except as otherwise  provided below,  this Agreement shall terminate at 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
11:59 p.m., November 15, 2005.

     If either  party  gives such notice it may  include  therein  notice of its
desire to  negotiate  with respect to insurance  and  pensions,  and the parties
shall meet within 30 days  thereafter 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.


SECTION 2 - NOTICE

     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,   Five  Gateway  Center,
Pittsburgh,  Pennsylvania  15222,  and if by the Union,  to the Company at 16401
Swingley Ridge Road,  Suite 700,  Chesterfield,  MO 63017.  Either party may, by
like written  notice,  change the address to which  registered mail notice to it
shall be given.


     Maverick Tube Corporation




     Manager - Labor Relations

     Manager I. E. - Personnel


     Plant Manager


     Supervisor - Industrial Relations Services


     United Steelworkers of America


     President


     Secretary and Treasurer


     Vice President - Administration


     Vice President - Human Affairs


     District Director - District 2


     Staff Representative - District 2


     Unit Chairman - Local Union  2659-29


     Chairman Grievance Committee -
     Local Union 2659-29


         Member - Local Union 2659-29
<PAGE>

Appendix A


                                   APPENDIX A
                       STANDARD HOURLY WAGE SCALE OF RATES
                       INCUMBENT EMPLOYEES AS OF 11/15/00
                        AND ALL TRADE AND CRAFT EMPLOYEES
                              HIRED AFTER 11/15/00

   Job  Effective EffectiveEffectiveEffectiveEffective
  Class 11/15/00  11/15/01 11/15/0211/15/03 11/15/04
------- --------------------------------------------
    1    $12.223   $12.583  $12.973 $13.413  $13.863
    2    $12.233   $12.583  $12.973 $13.413  $13.863
    3    $12.422   $12.772  $13.162 $13.602  $14.052
    4    $12.615   $12.965  $13.355 $13.795  $14.245
    5    $12.811   $13.161  $13.551 $13.991  $14.441
    6    $13.009   $13.359  $13.749 $14.189  $14.639
    7    $13.212   $13.562  $13.952 $14.392  $14.842
    8    $13.417   $13.767  $14.157 $14.597  $15.047
    9    $13.627   $13.977  $14.367 $14.807  $15.257
   10    $13.839   $14.189  $14.579 $15.019  $15.469
   11    $14.055   $14.405  $14.795 $15.235  $15.685
   12    $14.273   $14.623  $15.013 $15.453  $15.903
   13    $14.495   $14.845  $15.235 $15.675  $16.125
   14    $14.722   $15.072  $15.462 $15.902  $16.352
   15    $14.951   $15.301  $15.691 $16.131  $16.581
   16    $15.184   $15.534  $15.924 $16.364  $16.814
   17    $15.421   $15.771  $16.161 $16.601  $17.051
   18    $15.662   $16.012  $16.402 $16.842  $17.292
   19    $15.907   $16.257  $16.647 $17.087  $17.537
   20    $16.155   $16.505  $16.895 $17.335  $17.785
   21    $16,408   $16.758  $17.148 $17.588  $18.038
   22    $16.665   $17.015  $17.405 $17.845  $18.295
   23    $16.925   $17.275  $17.665 $18.105  $18.555
   24    $17.191   $17.541  $17.931 $18.371  $18.821
   25    $17.459   $17.809  $18.199 $18.639  $19.089
   26    $17.733   $18.083  $18.473 $18.913  $19.363
   27    $18.011   $18.361  $18.751 $19.191  $19.641
   28    $18.293   $18.643  $19.033 $19.473  $19.923
   29    $18.579   $18.929  $19.319 $19.759  $20.209
   30    $18.871  $19.221  $19.611  $20.051 $20.501
<PAGE>

                                  APPENDIX A-1
                       STANDARD HOURLY WAGE SCALE OF RATES

FOR ALL EMPLOYEES HIRED AFTER 11/15/00 EXCEPT TRADE AND CRAFT EMPLOYEES, THE
STANDARD HOURLY WAGE SCALE OF RATES, AS APPLICABLE FROM APPENDIX A, WILL BE
ADJUSTED IN ACCORDANCE WITH THE FOLLOWING TABLE:

           ADJUSTMENT                ADJUSTMENT
             PERIOD                    AMOUNT

DATE OF HIRE                        MINUS $2.195
END OF 1ST 6-MONTHS                 MINUS $1.695
END OF 2ND 6-MONTHS                 MINUS $1.195
END OF 3RD 6-MONTHS                 MINUS $0.695
END OF 4TH 6-MONTHS                 MINUS $0.195
END OF 5TH 6-MONTHS                 NONE

ALL "END OF" PERIODS REFER FROM THE DATE OF HIRE FOR THE EMPLOYEE.

THE COMPANY MAY ADVANCE AN EMPLOYEE THROUGH EACH OF THE FIVE (5) ADJUSTMENT
PERIODS BEFORE THE "END OF" PERIOD REFERENCED FROM THE DATE OF HIRE. THIS
INITIATIVE WOULD BE CONSIDERED "EARLY ADVANCEMENT".

AN EMPLOYEE MUST SERVE A MINIMUM OF THREE (3) MONTHS IN EACH PERIOD BEFORE BEING
CONSIDERED FOR EARLY ADVANCEMENT IN THAT PERIOD.

ALL ADJUSTMENTS WILL BE EFFECTIVE FOR THE FULL PAY PERIOD DURING WHICH THE
EMPLOYEE'S EARLY ADVANCEMENT OR SIX MONTH ANNIVERSARY DATE FALLS.

                                  APPENDIX A-1
                       STANDARD HOURLY WAGE SCALE OF RATES

FOR ALL EMPLOYEES HIRED AFTER 11/15/00 EXCEPT TRADE AND CRAFT EMPLOYEES, THE
STANDARD HOURLY WAGE SCALE OF RATES, AS APPLICABLE FROM APPENDIX A, WILL BE
ADJUSTED IN ACCORDANCE WITH THE FOLLOWING TABLE:

           ADJUSTMENT                ADJUSTMENT
             PERIOD                    AMOUNT

DATE OF HIRE                        MINUS $2.195
END OF 1ST 6-MONTHS                 MINUS $1.695
END OF 2ND 6-MONTHS                 MINUS $1.195
END OF 3RD 6-MONTHS                 MINUS $0.695
END OF 4TH 6-MONTHS                 MINUS $0.195
END OF 5TH 6-MONTHS                 NONE

ALL "END OF" PERIODS REFER FROM THE DATE OF HIRE FOR THE EMPLOYEE.

THE COMPANY MAY ADVANCE AN EMPLOYEE THROUGH EACH OF THE FIVE (5) ADJUSTMENT
PERIODS BEFORE THE "END OF" PERIOD REFERENCED FROM THE DATE OF HIRE. THIS
INITIATIVE WOULD BE CONSIDERED "EARLY ADVANCEMENT".

AN EMPLOYEE MUST SERVE A MINIMUM OF THREE (3) MONTHS IN EACH PERIOD BEFORE BEING
CONSIDERED FOR EARLY ADVANCEMENT IN THAT PERIOD.

ALL ADJUSTMENTS WILL BE EFFECTIVE FOR THE FULL PAY PERIOD DURING WHICH THE
EMPLOYEE'S EARLY ADVANCEMENT OR SIX MONTH ANNIVERSARY DATE FALLS.



Appendix B


                             APPENDIX B - CONTINUED

         A special hourly additive is effective for all Employees listed in this
Appendix B. All hours worked in a month beginning with the night shift on the
first day of the month and ending with the afternoon shift on the last day of
the month will be accumulated for each applicable Employee and the Employee's
special hourly additive listed in this Appendix B will be paid for those hours.

                                         SPECIAL
     EMPLOYEE                            HOURLY
      NUMBER             NAME           ADDITIVE


       3230           A. Colangelo       $0.228
       3317           J. Bilovus         $0.467
       3368           T. Cuevas          $0.000
       3383           E. Farin           $1.253
       3411           J. Campbell        $0.956
       3414           J. Denny           $0.621
       3415           C. Thompson        $0.306
       3426           J. Kropinak        $0.762
       3434           R. West            $1.135
       3460           E. Koss            $0.701
       3462           P. Holland         $0.978
       3466           J. Johnson         $0.023
       3490           J. Neal            $0.570
       3502           B. Mancani         $0.302


Appendix B, Special Hourly Additive, of the 2000 Ferndale Labor Agreement
provides for special payment for each payment incumbent as of November 15, 1985.
Employees eligible for the special payment are listed in Appendix B along with
each participant's corresponding special hourly additive. Payment is then
included in the second regular bi-weekly paycheck following the
monthly-calculated period.

From 1985 through 1990, the special pay calculation included an adjustment
factor that reduced the payment if the monthly plant performance, as defined in
the Profit Share Plan, fell below 100 percent. For this reason the special
payment was calculated monthly because the plant performance was calculated
monthly. Since the performance factor is no longer used in the special payment
calculation, there is no reason not to include the hourly additive in the
regular pay corresponding to the same pay period schedule.

Therefore, the parties agree to charge the hourly additive payment from a
monthly pay period to a bi-weekly pay period corresponding to the regular pay
period practice and to revise Appendix B accordingly. This change will be
implemented during the conversation to the new automated payroll system.

FOR THE UNION:                                                FOR THE COMPANY:


--------------------------                           ---------------------


--------------------------------                              ----------------

-------------------                                           ----------------
Date                                                          Date
<PAGE>

Appendix C


                                   APPENDIX C


<PAGE>

                                   APPENDIX D

                                                               November 15, 1985



Mr. Paul Holifield
Staff Representative
United Steelworkers of America
7000 Roosevelt Road, Suite 200
Allen Park, Michigan 48101

Dear Mr. Holifield:

     This is to confirm the following understanding reached during the
negotiation of the Ferndale Labor Agreement (Agreement) dated November 15, 1985,
concerning the Employee Profit Sharing Plan, Ferndale Plant (the Plan).

     Commencing January 1, 1986 the Plan and all standards therein will be used
to calculate Plant Performance and the resulting bonus payments, if any. If in
the future disputes arise that are not resolved, they may be submitted to the
first written Step of the grievance procedure as outlined in Article Eleven of
the Agreement.

                           Very truly yours,

                           /s/ D. D. Egleston

                           D. D. Egleston
                           General Manager
                           Human Resources

CONFIRMED:

/s/ Paul Holifield

Paul Holifield
Staff Representative

Provided the Plan uses only Ferndale plant information in its calculations;
Profit Sharing Plan to be effective the day after Closing with no retroactive
effect.
<PAGE>

Appendix E


                                   APPENDIX E

                                                               November 15, 2000

Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dietrich:

A $500 bonus, which is not to be included in base rate for determination of wage
changes or for any other earnings based calculation, will be paid to employees
eligible to vote on the ratification of a Successor Agreement ratified no later
than May 15, 2005.

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Richard Dietrich       The $500 bonus does not apply to the ICBA negotiated
                                    between Maverick and the USWA.
Richard Dietrich
Staff Representative
<PAGE>

Appendix F


                                   APPENDIX F


                                                               November 15, 2000

Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dietrich:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 2000 concerning a
performance bonus

     A plant performance bonus of up to 6.5% calculated on an Employee's base
rate of pay, including overtime premium, for all hours worked, will be paid
quarterly to each Employee based on the plant performance as defined by and
calculated for the Ferndale Plant Employee Profit Sharing Plan as follows:

   For 110.0% thru 114.9% plant performance; a 1.5% bonus For 115.0% thru
   119..9% plant performance; a 3.0% bonus For 120.0% thru 124.9% plant
   performance; a 4.0% bonus For 125.0% thru 129.9% plant performance; a 5.5%
   bonus For 130.0% and above plant performance; a 6.5% bonus

Payments will be made in the second pay period following the end of each
quarter. This bonus will not be included in base rate for determination of any
wage change or for any other earnings based calculation.


                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Richard Dietrich

Richard Dietrich
Staff Representative

Provided the Plan uses only Ferndale plant information in its calculations;
Profit Sharing Plan to be effective the day after Closing with no retroactive
effect.

<PAGE>
Appendix G


                                   APPENDIX G



<PAGE>
Appendix H


                                   APPENDIX H

                           MEMORANDUM OF UNDERSTANDING
ON GRIEVANCE AND ARBITRATIONB.      Agreement Regarding Processing of Discipline
 Grievances

     It is recognized that it is in the best interest of management and
     Employees to resolve grievances concerning discipline as promptly as
     practicable. Toward that end we agree to the following:

     a.  Where grievances concerning written reprimands or suspensions of five
         days or less are to be arbitrated, they shall be arbitrated in the
         Expedited Arbitration Procedure unless appropriate representatives of
         the parties agree that such a grievance should be arbitrated in the
         regular arbitration procedure; provided, however, that where grievances
         concerning any discipline involving concerted activity or multiple
         grievances arising from the same event are to be arbitrated, they shall
         be arbitrated in the regular grievance procedure.

     b.  Where grievances concerning suspensions of more than five days or
         discharge are to be arbitrated, they shall be arbitrated in the regular
         arbitration procedure; provided, however, that the parties shall
         provide that such grievances will be docketed, heard, and decided
         within 60 days of appeal unless the permanent arbitrator determines
         that circumstances require otherwise.

     c.  Notwithstanding the foregoing, appropriate representatives of the
         parties may agree that grievances concerning suspensions of more than
         five days or discharge may be arbitrated in the Expedited Arbitration
         Procedure.
<PAGE>

                                  APPENDIX H-1

                           MEMORANDUM OF UNDERSTANDING
                            ON BACK PAY CALCULATIONS

     This is to confirm our understanding that hereafter in applying Section 8-D
of the U.S. Steel Agreement and its counterpart provisions in agreements with
other Coordinating Committee Companies no deduction from back pay awards or
settlements under Section 8-D shall be made for governmental assistance
(excluding unemployment compensation and any similar payments), welfare, Trade
Readjustment Allowance benefits, or private charity received by an affected
employee, except that, in calculations made in accordance with Section 13-P,
Trade Readjustment Allowance benefits will be deducted. This understanding shall
also be effective for any grievance or arbitration case now pending, and shall
be without prejudice to the respective positions of the parties in disputes
concerning any matter not covered in this memo.
<PAGE>
Appendix I


                                   APPENDIX I

                         UNDERSTANDING WITH REFERENCE TO
                        PROGRESSION AND REGRESSION CHARTS
                          AND RULES APPLICABLE THERETO
                          IN INSTANCES SPECIFIED BELOW

It is understood and agreed that the following rules shall be adopted governing
certain uses of Progression and Regression Charts and Rules applicable thereto,
for all plants covered by agreements with the United Steelworkers of America,
except for those plants where it is hereafter mutually agreed in writing that
different rules with reference to this particular subject shall apply:

1. The Union recognizes and reaffirms the exclusive right of Management to
select and control its supervisory forces.

2. If at any time and from time to time Management shall conclude to reduce the
then number of its supervisory forces and shall then decide to place one or more
of such supervisors, below the rank of general foreman (or equivalent position),
on a position in a bargaining unit, then upon entering the bargaining unit any
such Employee who at any time, prior to or subsequent to this Understanding, has
worked on a job which is now in a bargaining unit shall have such seniority
rights as he may have acquired in any seniority unit up to the time of promotion
to a supervisory position. In other words, he will be given service credit for
the continuous service worked in the plant, department, unit, unit subdivision
and/or occupation and placed on the roster in the position to which his
continuous service entitles him in accordance with the seniority rules
prevailing in such seniority unit. Supervisory employees who have attained or
who do attain the rank of general foreman (or equivalent position) or Appendix I


     higher and who subsequent to the date of this Understanding are returned to
     the bargaining unit will not have any acquired seniority rights to
     positions in the bargaining unit.

3.   After an Employee from the bargaining unit has been promoted to a
     supervisory position, if it is concluded by Management that he should be
     returned to the bargaining unit any time within 6 months from the date of
     such promotion, he shall be so returned without loss of seniority rights in
     the seniority unit from which he came. If he is continued in such
     supervisory position for more than 6 months, or for periods which total
     more than 6 months, during the term of this Agreement, then in the event of
     his return to a position in the bargaining unit his acquisition of
     seniority rights will be deemed to have stopped as of the date of the last
     promotion prior to the accumulation of such 6 months.

4.   Any Employee who had authorized dues deductions while in the bargaining
     unit shall upon his return to the bargaining unit have dues deductions
     resumed for so long as the Company has a valid dues deduction
     authorization. Within 5 days of any such regression provided above, the
     Company shall inform the Financial Secretary of the appropriate Local Union
     (a) of such regression of such supervisor and (b) whether or not such
     regressed supervisor has executed a valid authorization for dues deduction.

5.   This Understanding shall be effective as of April 1, 1986, and shall remain
     in effect for the term of this Agreement.
<PAGE>

                                   APPENDIX J

                           MEMORANDUM OF UNDERSTANDING
                            ON MISCELLANEOUS MATTERS

(1)  The understanding reflected in the prior Supplemental Agreement concerning
     so-called portal-to-portal claims are readopted for the term of the new
     Basic Labor Agreement.

(2)  The proposals made by each party with respect to changes in the basic labor
     agreements and the discussions had with respect thereto shall not be used,
     or referred to, in any way during or in connection with the arbitration of
     any grievance arising under the provisions of the basic labor agreements.

(3)  During the term of this Agreement, Employees whose wages have been
     garnished will not be disciplined because of such garnishments.

(4)  No Employee shall be required by the Company to submit to a lie detector
     test.
<PAGE>

                                   APPENDIX K


<PAGE>
Appendix L


                                   APPENDIX L

<PAGE>
                                   APPENDIX M

                           MEMORANDUM OF UNDERSTANDING
                                ON APPRENTICESHIP

APPRENTICESHIP TRAINING


DELETE UNLESS HAS APPLICATION TO FERNDALE PLANT; IF RETAINED, DELETE PROVISION
SECTION 3, APPRENTICESHIP COMMITTEE.

1.   CRAFTS - TRAINING PERIODS - JOB CLASSES
     The crafts involved, the training periods and the job classes therefore are
     set forth in the Basic Labor Agreement. The Company may provide methods for
     advancement to craft status other than through the apprenticeship training
     program.

2.   RETENTION OF APPRENTICES DURING PERIODS OF REDUCED OPERATIONS

     (a) Except where circumstances outlined in Sub-section (d)-(6), (7) and (8)
         below are currently applicable, an apprentice who has completed at
         least 25% of the total hours required to complete the apprenticeship
         training program in which he is enrolled at the time that he would, by
         reason of the applicable seniority provisions, be laid off or demoted
         to a lower rated job, shall be afforded the opportunity to and be
         required to make a binding election either to:

         (1) be laid off, demoted and recalled in accordance with all applicable
seniority provisions; or

          (2) be placed in special training status and thereafter identified as
              Apprentice - Special Training and, in lieu of the rate of pay as
              would otherwise be determined under Article Five - Wages - of this
              Agreement applicable to him, be paid at an hourly rate equal to
              1/40 of 100% of the sum of the state unemployment compensation and
              Weekly Benefits under the SUB Plan he would have received had he
              elected to be laid off without regard to any other SUB eligibility
              requirements; provided that for any week he is engaged in
              classroom and/or on-the-job type assignments for some but less
              than 40 hours, he shall be paid such hourly rate for a minimum of
              40 hours less any hours he did not participate in such assignments
              for reasons other than the failure of the Company to make such
              assignments available or for just cause. The provisions of this
              Agreement relating to Sunday premium and shift differential shall
              not be applicable.

     (b) An Apprentice - Special Training will be entitled to the provisions of
         the Basic Labor Agreement, and will be normally scheduled for 5
         consecutive, 8-hour days of training (classroom and/or on-the-job type
         assignments) per week. He will be expected to complete such daily and
         weekly hours of training which are maximums and will not be exceeded.
         Further, in weeks containing a holiday an apprentice will not be
         scheduled for training on the holiday.

     (c) Such classroom and on-the-job assignments as an Apprentice - Special
         Training may be called upon to perform shall be consistent with the
         apprenticeship training program in which he is enrolled; provided,
         however, that such assignments shall not deprive any other Employee of
         employment to which such other Employee would otherwise be entitled.

     (d) An apprentice who elects to be placed in such special training status
         will only be removed from such status:

          (1) upon recall to active employment as an apprentice in accordance
with the applicable seniority provisions,

         (2)  upon satisfactory completion of his apprenticeship training
              program,

         (3)  upon suspension of the apprenticeship retention program due to a
              drop in the financial position o the SUB Plan below 35%,

         (4)  upon unsatisfactory performance, including failure to report
              without just cause for scheduled hours of training,

         (5)  upon changing his election with the mutual consent of Management,

         (6)  upon the abandonment of the craft within any plant as a result of
              a shutdown of the plant, a portion thereof, or discontinuance of a
              product line,

         (7)  upon the substantial reduction in the number of required craftsmen
              within any given craft as a result of technological changes in
              steel-making processes, practices or equipment, or

         (8)  upon mutual agreement between a representative of the corporate
              office of the Company and the International Union that such
              special training status within a given craft or crafts should be
              discontinued or suspended.

         An apprentice who is removed from special training status in accordance
         with (d)-2, (3), (4) (5), (6), (7), or (8) as stipulated above will be
         placed on layoff and recalled in accordance with all applicable
         seniority provisions.

3.   APPRENTICESHIP COMMITTEE

     The Apprenticeship Committee composed of an equal number of representatives
     of the Coordinating Committee Steel Companies and the Union shall be
     continued.

     The Committee shall review the contents of the existing apprenticeship
     programs for the purpose of (1) developing uniform standards relating to
     educational attainment through classroom or similar study by apprenticeship
     periods, (2) developing uniform standards relating to on-the-job work
     achievement and the time schedules of required experience by type and/or
     class of work by apprenticeship periods, and (3) developing uniform
     standards for determining the level, if any, of advanced apprenticeship
     credit to be allocated to employees transferring to an apprenticeship
     program from a related job. A report of its determinations, or a detailed
     report of the areas of disagreement in the event it fails to arrive at
     agreed determinations, shall be presented to the Chairman of the
     Coordinating Committee Steel Companies and the President of the Union who
     shall resolve such disagreement.

     The agreed standards shall thereafter be adopted by letter agreement
     between the Chairman of the Coordinating Committee Steel Companies and the
     President of the Union, and shall provide (1) the criteria for advancement
     from one apprenticeship period to the next, and (2) the criteria for
     determining the level, if any, of advanced apprenticeship credit to be
     allocated to employees transferring to an apprenticeship program from a
     related job.

     Pending the development of the aforementioned standards and their adoption,
     the existing apprenticeship programs and such new programs as may be added
     shall continue.
<PAGE>

                                   APPENDIX N

                                                               November 15, 1990



Mr. Scott Dewberry
Staff Representative
United Steelworkers of America
7000 Roosevent Road, Suite 200
Allen Park, Michigan 48101

Dear Mr. Dewberry:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 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 November 15, 1990 Labor Agreement covering production and
maintenance Employees of the Former Republic Steel facilities.

                           Very truly yours,

                           /s/ D. D. Egleston

                           D. D. Egleston
                           General Manager
                           Human Resources


CONFIRMED:

/s/ Scott Dewberry

Scott Dewberry
Staff Representative
<PAGE>

                                   APPENDIX O

                           MEMORANDUM OF UNDERSTANDING
                              ON SUBSTITUTE FOREMAN

This will confirm our understanding that the turns worked by an Employee as a
substitute supervisor shall be counted as days worked for the purpose of
applying any existing practice or local agreement on the distribution of
overtime. The foregoing shall not be applicable when the Employee is assigned to
substitute supervisor for a full week.

Except as hereinabove provided, the scheduling or assignment of an Employee to
such position and the terms and conditions applicable to such position shall
continue to be solely as determined by Management.
<PAGE>

                                   APPENDIX P

                           MEMORANDUM OF UNDERSTANDING
                             ON SUPERVISORS WORKING

This letter will record our understanding that the provisions of Article Two -
Recognition, Section 4, of the Basic Labor Agreement, dated March 1, 1983, with
respect to supervisors working are not intended to be construed as authorizing
supervisors to perform work in violation of any presently existing local
agreement or binding practice.




<PAGE>



                                   APPENDIX Q





<Page>



                                   APPENDIX R





<PAGE>



                                   APPENDIX S

                           MEMORANDUM OF UNDERSTANDING
                          ON PLANT PROBLEM DISCUSSIONS

This letter is to confirm our understanding that there should be on-going
discussions regarding situations that are considered to be local plant problems
by plant management or the local union president.

Therefore, during the term of the Labor Agreement dated November 15, 2000, the
local parties will discuss problem situations raised by each other. If these
problems cannot be satisfactorily resolved at the plant level, either local
party may refer such matter to the Staff Representative and the Manager of Human
Resources for their further consideration.

  The                         local plant problem situations referred to above
                              do not include any subject matter which has been,
                              is now, or may be subject to the grievance
                              procedure set forth in Article Eleven of the Labor
                              Agreement.



<PAGE>



                                   APPENDIX T

                                                               November 15, 2000

Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, MI 48180-4766

Dear Mr. Dietrich:

     This will confirm our understanding reached during the negotiations of the
Ferndale Labor Agreement (Agreement) dated November 15, 2000 concerning the
Employee Profit Sharing Plan revisions.

The Plan has been revised to include the following changes:

     1.  The weighting factors (Exhibit I, G) used to calculate the Plant
         Performance have been changed to reflect the separation of direct and
         indirect performance. Previously, these two categories were combined
         into a single determinate defined as production performance and carried
         a total weighting factor of 68% of the total Plant Performance. This
         change provides two distinct determinants with individual weighting
         factors for direct and indirect performance at 50% and 18% respectively
         of the total Plant Performance.

     2.  The payout percent ceiling in Exhibit II of the Plan has been increased
         from 12% to 15% of the operating income as defined by the Plan.

     3.  The payout percent determinants in Exhibit II have also been changed to
         reflect increased pay opportunity. (Refer to Plan Document).

Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations

CONFIRMED:

/s/ Richard Dietrich

Richard Dietrich
Staff Representative

Provided the Plan uses only Ferndale plant information in its calculations;
Profit Sharing Plan to be effective the day after Closing with no retroactive
effect.



<PAGE>



                           MEMORANDUM OF UNDERSTANDING


                      Overtime Equalization and Guidelines


     Scheduled and unscheduled worked overtime will be equalized by incumbent
position by shift for the term of the November 15, 2000 Labor Agreement in
accordance with the following guidelines:

     Two overtime equalization records, one for pool positions, one for all
     other positions, Sunday through Friday, and one for Saturday for all
     positions, will be kept by Union and Management department representatives
     who will determine the Employee eligible for overtime and will inform the
     Management employee designated to schedule or call said Employee.

     An Employee will be charged for all overtime worked and refused and for
which the Employee was not available.

     The overtime equalization will be updated and posted weekly with the
     department weekly work schedule and any Employee who wishes to dispute the
     record must contact the management department representative by the end of
     the Employee's first scheduled shift the following week; otherwise the
     record will be considered correct.

     Under normal circumstances an Employee shall not be offered more than
     sixteen hours of overtime in excess of any other Employee on the same
     position in a three-month period.

     An Employee new on a position will be charged overtime equal to the average
for his/her new position on his/her shift.


     Overtime hours worked on union business will not be charged.

     If the wrong Employee is scheduled or called for overtime, the Employee who
     should have received the overtime will be equalized for the hours missed or
     paid for hours not worked by the end of the three-month period. If overtime
     is created for this reason and the Employee refuses, or is not available,
     he/she will be charged and the overtime offered to all other Employees on
     that position on that shift.

     If all Employees on a position refuse overtime it will be offered to the
     Employee with the most plant continuous service who is qualified for that
     position and then down the continuous service roster until all positions
     are filled.

     If all qualified Employees refuse overtime, management will direct the
     incumbent Employee on that position with the least plant continuous service
     and work up the continuous service roster for that position until all
     positions are filled.

     It remains management's discretion to fill or not fill a vacancy and to
     fill any vacancy without use of overtime whenever possible.

     In recognition of differences between departments, department supervisors
     and union representatives may agree to department arrangements for
     equalization of overtime as long as they conform to the above.

     FOR THE UNION:        FOR THE COMPANY:



     Staff Representative  Gen. Mgr. Human Resources
-----


     President Local 2508  Plant Manager

     11/15/90              11/15/90
         Date     Date



<PAGE>



                                                               November 15, 2000



Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dietrich:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 2000 concerning a New
Employee Orientation Program.

     The parties 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.

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Richard Dietrich

Richard Dietrich
Staff Representative



<PAGE>








                                                               November 15, 2000


Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dietrich:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 2000 concerning a 100%
metatarsal safety shoe program during the term of this Agreement.

     The Company agrees to pay each employee, a safety shoe allowance in the
first pay period of each year of the Labor Agreement according to the schedule
shown below and continue to pay the metatarsal portion ($20) of the safety shoe.

     YEAR             SAFETY SHOE ALLOWANCE
     -----            ---------------------
     2001                          $55
     2002                          $40
     2003                          $40
     2004                          $55
     2005                          $40

The Company also agrees to pay for the second pair of shoes in any one year
provided the first pair of shoes have been declared by supervision to be worn
out. Worn out shoes must be turned in prior to receiving new shoes.





                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/Richard Dietrich

Richard Dietrich
Staff Representative



<PAGE>







                                                               November 15, 2000



Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dietrich:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 2000 concerning meal
allowance.

     When an Employee is notified during his/her work shift that he/she must
work overtime at the end of the shift and such overtime continues beyond the
fourth (4th) hour, he/she will be paid a meal allowance of $5.00 and that such
meal allowance will be included in the employee's regular pay check for the pay
period immediately following such allowance.

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Richard Dietrich

Richard Dietrich
Staff Representative



<PAGE>








                                                               November 15, 2000



Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dietrich:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 2000 concerning single
days of 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 in conformance with the following guidelines:

     1.  Any system agreed upon is to be without precedent or prejudice to the
         issue of single day vacation scheduling in future years.

     2.  The one week in single vacation days in equal to five calendar days.

     3.  An Employee is to elect to take one week of vacation in single days and
         to schedule the days as part of the regular vacation election process
         in October.

4. An Employee cannot designate a holiday as a single day of vacation.


   5.    Employees who have elected the week in single days, who do not take the
         five working days in the calendar year, will not be permitted to carry
         those days into the following calendar year. Such situations shall be
         treated as though they were pay in lieu of vacation.

   6.    Employees who have elected the week in single days, who do not take the
         five working days in the calendar year, will not be permitted to carry
         those days into the following calendar year. Such situations shall be
         treated as though they were pay in lieu of vacation.

   7.    Employees will not be permitted to trade a single day or days of
         vacation for an unauthorized absence. An Employee may be granted a
         single day or days vacation in cases of legitimate sickness or
         disability. Under no circumstances may a single day of vacation be
         granted retroactively.

   8.    For the purpose of the application of the revisions of the Agreement
         and the benefit programs, single vacation days are treated in the same
         manner as regular weekly vacation. Therefore, single vacation days are
         not considered as days or hours of time worked for the purpose of
         determining any overtime liability.

         9. Single day vacation should be scheduled within the existing vacation
quotas. If the system does permit single day vacation above the established
quotas, it should not be precedent for a quota increase.


<PAGE>






       10. Employees should not be permitted to take personal time if they have
         unused single day vacation (e.g., for extending a bereavement period).

     11. Employees who request a change in a scheduled single day of vacation
         must provide at least 2 weeks advance notice. Any such request will be
         granted at Management's discretion and such Employee will not be
         permitted to displace another Employee on the vacation schedule.

     12. The Union should consider waiver of any restrictive practice that
         impacts the single day vacation issue.

     13. Single days of vacation should not be permitted during critical
         maintenance or operating periods such as maintenance downturns on
         critical units.

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Richard Dietrich

Richard Dietrich
Staff Representative


<PAGE>
                                                               November 15, 2000





Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dietrich:

     This will confirm several understandings reached during the negotiation of
the Ferndale Labor Agreement (Agreement) dated November 15, 2000, concerning
vacations and holidays during the term of this Agreement.

     The Company will continue its current practice of making every effort to
not schedule employees the Saturday prior to and the Sunday following a week of
scheduled vacation.

         The Company will continue its current practice of making every effort
to not schedule employees on the Saturday and Sunday following a single day of
vacation taken on Friday. For at least two, and possibly four, Fridays taken as
a single day of vacation, each year, scheduled in accordance with the
understanding concerning single days of vacation, the Company will not schedule
the Employee on the following Saturday.

In the event of back to back holidays on a Sunday and Monday, for the day before
Christmas Day and Christmas Day, the holidays will be observed on Monday and
Tuesday.

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Richard Dietrich

Richard Dietrich
Staff Representative


<PAGE>


                                                               November 15, 2000


Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dietrich:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 2000 concerning posting
of schedules for weekend and Holiday work during the term of this Agreement.

     The Company will post notice of weekend and holiday work schedules by
Thursday noon prior to the weekend in which a holiday or weekend work occurs.
The Company will also post notice of holiday schedules by Thursday noon prior to
the week in which a holiday occurs between Monday and Friday. Whenever possible
the Company will provide seven days prior notice for weekend and holiday work.

     Without prejudice to the Company's right to schedule, the Company will
allow a qualified volunteer the opportunity to work in place of another employee
scheduled for holiday work.

                           Very truly yours,


                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Richard Dietrich

Richard Dietrich
Staff Representative


<PAGE>
                                                               November 15, 2000



Mr. Richard Dietrich
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dietrich:

This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 2000 concerning job
content.

     1.  Machine Operators will perform maintenance repairs on their operating
         units, if possible, or assist maintenance Employees with repair or
         assist Employees with repair or service tasks, on their operating
         units, falling outside the range of operator skills.

     2.  Transportation Employees assigned to service #5 Welder, as well as Burr
         Pullers, will assist the Facer Operator (208-65), as needed.

     3.  There shall be no restrictions as to the type and quantity of material
         which Transportation Employees will move.

     4.  The Steel Room Leader (208-47) will remove scrap from the Welding
         Department and perform clerical inventory work.


     5.  The duties o f the former Machine Control (Floor) Inspector (20-9-15)
         shall be assigned to Employees working on production units.

     If additional duties are added to any job referred to above, the Company
agrees to review the Job Description and Classification for that job in
accordance with the provisions of the Agreement.



                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Richard Dietrich

Richard Dietrich
Staff Representative


<PAGE>
                                                               November 15, 2000



Mr. Scott Dewberry
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dewberry:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 1997 concerning job
content.

     1.  Machine Operators will perform maintenance repairs on their operating
         units, if possible, or assist maintenance Employees with repair or
         assist Employees with repair or service tasks, on their operating
         units, falling outside the range of operator skills.

     2.  Transportation Employees assigned to service #5 Welder, as well as Burr
         Pullers, will assist the Facer Operator (208-65), as needed.

     3.  There shall be no restrictions as to the type and quantity of material
         which Transportation Employees will move.

     4.  The Steel Room Leader (208-47) will remove scrap from the Welding
         Department and perform clerical inventory work.

     5.  The duties of the former Machine Control (Floor) Inspector (20-9-15)
         shall be assigned to Employees working on production units.


     If additional duties are added to any job referred to above, the Company
agrees to review the Job Description and Classification for that job in
accordance with the provisions of the Agreement.

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Scott Dewberry

Scott Dewberry
Staff Representative


<PAGE>
                                                               November 15, 1997



Mr. Scott Dewberry
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dewberry:

     This will confirm several understandings reached during the negotiation of
the Ferndale Labor Agreement (Agreement) dated November 15, 1997 that will
remain in effect for the term of said Agreement.

     The parties will continue to work together in order to achieve the greatest
possible plant efficiency by eliminating unnecessary downtime and other
inefficiencies.

     The Parties will continue to work to improve the efficient utilization of
Employees working on the jobs of Millwright and Machinist such as the
performance of field work by Machinists and the performance of simple machining
by Millwrights.

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Scott Dewberry

Scott Dewberry
Staff Representative


<PAGE>
Appendix HH


                                   APPENDIX HH


                                                               November 15, 1997



Mr. Scott Dewberry
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dewberry:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 1997 concerning
Continuous Operations.

     The parties agree that No. 5 Welder, the Conduit Welders and the
Galvanizing Departments will continuously operate through breaks, lunch and
between shifts. The parties further agree, on those shifts where no shift
immediately follows, normal wash up time will apply.

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Scott Dewberry

Scott Dewberry
Staff Representative



<PAGE>
Appendix II


                                   APPENDIX II





<PAGE>
Appendix JJ


                                   APPENDIX JJ


                                                               November 15, 1997



Mr. Scott Dewberry
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dewberry:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 1997 concerning several
understandings.

     The parties agree to continue any current practices relating to Consent
Decree 1.

     The parties agree Employees can be scheduled and work four ten (10) hour
turns, without the payment of overtime, Monday through Thursday, by mutual
agreement.

     The parties agree to continue the practice of conducting Step 1 grievance
meetings after the Union representative's scheduled hours. However, if the need
arises to discuss a grievance during the Union representative's scheduled hours,
the Company will not dock the Union representative for reasonable time spent
discussing the grievance. The parties agree to continue the current practice for
payment for Step 2 meetings.

         The Company agrees to continue the current practice of allowing the
Galvanizing Department to shutdown for Union meetings with mutual agreement.

     The Company will continue to provide tools for production and skilled
trades per past practices.

     The Company agrees to make every reasonable effort to inform Employees of
the need to work Saturdays as far in advance as practicable and to post a
tentative Saturday schedule on the Wednesday immediately preceding the Saturday
in question.

     The parties agree that Pool employees will be scheduled by shift
preference, than by highest job class. Single change may be made with no
consequent "bumping".

     The Company will maintain the existing visitor parking spaces and reserve
three additional spaces for plant supervisors. All other spaces will be
available on a first come first serve basis.

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Scott Dewberry

Scott Dewberry


<PAGE>
Appendix KK


                                   APPENDIX KK





<PAGE>
Appendix LL


                                   APPENDIX LL


                                                               November 15, 1997


Mr. Scott Dewberry
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dewberry:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 1997 that the company
will make every effort to transfer bid winners, except those on key jobs within
thirty (30) days following completion of a forty-five (45) day work period. The
key jobs identified are as follows:

     1.  Conduit Weld Operator
     2.  Conduit Weld Leader
     3.  #5 Weld Operator
     4. Utilityman (Utility Relief Operator) 5. Galvanizing Set-up Man 6.
     Slitter Operator 7. All Trade & Craft Jobs 8. Waste Water Treatment
     Operator

                           Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Scott Dewberry

Scott Dewberry
Staff Representative


<PAGE>
Appendix MM


                                   APPENDIX MM


                                                               November 15, 1997



Mr. Scott Dewberry
Staff Representative
United Steelworkers of America
13233 Hancock Drive
Taylor, Michigan 48180-4766

Dear Mr. Dewberry:

     This will confirm our understanding reached during the negotiation of the
Ferndale Labor Agreement (Agreement) dated November 15, 1997 concerning job
bidding during the term of this Agreement.

     1.  By mutual agreement of the parties, an employee will be allowed to bid
         down in his own department, provided there is a job vacancy and the
         Employee has a sufficient reason such as a documented medical need.
         Such refusal should not be unreasonably withheld.

     2.  An employee who does bid down in accordance with (1) above, must be
         available to fill in on his former job, as needed, to cover temporary
         vacancies without regard to shift.

     3.  An employee who elects to transfer to another department will not hold
         shift preference in the new department until after 45 days have elapsed
         or he has waived return to his home department.

         4. Successful bidders on multi-rated jobs will be paid the Intermediate
and Standard rate of pay for all hours worked, on any job, retroactively, after
successfully qualifying as the job duties at the Intermediate and Standard
level. Very truly yours,

                           /s/ Raymond C. Waiwood

                           Raymond C. Waiwood
                           Manager Labor Relations
RCW:fa

CONFIRMED:

/s/ Scott Dewberry

Scott Dewberry
Staff Representative


<PAGE>
Appendix NN


                                   APPENDIX NN





<PAGE>
Appendix OO


                                   APPENDIX OO





<PAGE>
Appendix PP


                                   APPENDIX PP





<PAGE>
Appendix QQ


                                   APPENDIX QQ





<PAGE>
Appendix RR


                                   APPENDIX RR





<PAGE>
ADDITIONAL MATTERS - SUCCESSORSHIP
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
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
o                 Maverick shall provide group insurance plans for health care,
                  life insurance, and Long Term Disability for Maverick
                  employees employed in the USWA bargaining unit at the Ferndale
                  plant. 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, provided, however, the co-pays,
                  deductibles and employee premiums shall not be increased
                  during the term of this Agreement.
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 - EMPLOYEES OF LTV WHO DO NOT BECOME EMPLOYEES OF MAVERICK

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 - RATIFICATION BONUS
         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
                  by 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)      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.


<PAGE>
ADDITIONAL MATTERS - SETTLEMENT AGREEMENT TO THIS PRINTED COLLECTIVE BARGAINING
AGREEMENT

         1.0      Parties.
                  -------
                  1.1 The parties to this Initial Collective Bargaining
Agreement ("ICBA") 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 Ferndale, Michigan plant of bankrupt LTV Corporation and to offer
employment to persons who are currently actively at work in jobs in the
bargaining unit at the plant for which the USWA is the exclusive bargaining
representative. The USWA and Maverick desire to have in place an ICBA which will
become effective as described in Section 8.0 below.
                  2.2 The parties have used the printed booklet labor agreement
dated November 15, 2000 as modified through December 19, 2001 between LTV and
the USWA applicable to the Ferndale, Michigan plant as a reference in
identifying topics agreed to be included and excluded in this ICBA. The parties
recognize the difficulty in arriving at specific contract language for all
topics agreed to be included in this ICBA in the time the parties wish to
conclude this ICBA. Therefore, this ICBA is presented in summary form as topics
to be included and excluded in this ICBA. As to topics which are included but
require modification or substitution of existing language as noted herein and in
the summary Appendix, the parties recognize their respective obligations after
Closing to negotiate in good faith to arrive at specific contract language as to
topics included 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
agreement applicable to the Ferndale, Michigan plant or the definition of
Employee in the Appendix of this Agreement, 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 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.
         4.0      Topics Included, Included as Modified and Excluded in this
                  ICBA Using the LTV/USWA Labor Agreement for Reference Are Part
                  of This ICBA and Attached as the Appendix.
         5.0      Subjects Specifically Excluded in the ICBA.
                  5.1 In addition to the topics deleted in the Appendix, the
following subjects are specifically excluded from the ICBA of the Ferndale, MI
plant:
                  1.       Defined benefit pension plan
                  2.       Retiree and surviving spouse health, hospital-medical
                           and life insurance 3. Overtime Control Training Fund
                           (no provision in current LTV/USWA Ferndale
                           Agreement).

                  4.       Institute for Career Development (no provision in
                           current LTV/USWA Ferndale Agreement)

                  5.       Employee Investment Program (no provision in current
                           LTV/USWA Ferndale Agreement)

                  6.       VEBA trust
                  7.       Stand Up for Steel Funding 8. Educational Assistance
                           Plan
                  9.       Neutrality Agreement (no provision in current
                           LTV/USWA Ferndale Agreement) 10. Supplemental
                           Unemployment Benefit Plan (no provision in current
                           LTV/USWA Ferndale Agreement).

                  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 (no provision in current LTV/USWA
                           Ferndale Agreement). See provision concerning
                           successorship under Additional Matters

                  16.      Seat on Board of Directors

                    17.  Any and all published or unpublished  agreements,  side
                         letters or memoranda of understanding not referenced as
                         included  in  the  Appendix  of  this  ICBA.  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  16 above or (ii)  deleted  as shown in
                         the Appendix; or (iii) inconsistent with the provisions
                         of this ICBA as set forth.

                           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.
         8.0      Effective Date of ICBA.
                  8.1 The parties agree that this ICBA for the Ferndale,
Michigan plant shall not become effective unless each USWA bargaining unit at
the Counce, Tennessee plant, the Youngstown, Ohio plant and the Elyria, Ohio
plant shall have entered into a separate ICBA for each respective USWA
bargaining unit. This condition shall only apply to this ICBA.
                  8.2 Provided the conditions described in 8.1 above have been
satisfied, the ICBA for the Ferndale, Michigan plant shall be effective 12:01
a.m. the day next following the day on which the Closing occurs.


<PAGE>
                                                            UNPUBLISHED LETTER
                                                            November _____, 2002
David McCall
District Director, District 1
United Steelworkers of America
777 Dearborn Park Lane
Suite J
Columbus, OH  43085

Dear Mr. McCall,

         This will confirm our understanding reached during the negotiation of
the Ferndale Labor Agreement between the USWA and Maverick Tube Corporation
concerning the status of six (6) LTV employee who as of November 1, 2002 are
receiving LTD benefits under the LTD plan currently in effect between LTV and
the USWA at the Ferndale plant.

         LTV self-insures its LTD plan benefits as well as other healthcare
benefits these persons may be presently receiving under LTV plans. It is likely
that as a result of bankruptcy proceedings, LTV will soon terminate the LTD plan
benefits and other LTV health plan benefits for these persons. Since these
persons are unlikely to become employees of Maverick Tube Corporation and
Maverick Tube Corporation has declined to accept responsibility for the
obligations of LTV with respect to LTD benefits or other benefits of LTV
employees who do not become employees of Maverick Tube Corporation by performing
work in the bargaining unit, the USWA is concerned that these six (6) persons
will soon be without healthcare coverage.

         In light of this concern, Maverick agrees, conditioned upon
ratification of the Ferndale agreement and the sale of the Ferndale plant to
Maverick closing as contemplated, that Maverick will, upon closing, use
reasonable efforts to make available to such six persons coverage under
Maverick's sponsored medical, hospitalization and drug prescription plans, but
not its Life Insurance, Sickness and Accident or LTD plans, at a monthly charge
to the person equal to what is the COBRA continuation monthly charge for such
coverages. If the coverages are available under the Maverick sponsored plans,
the coverage will be made available for up to 24 months, conditioned upon prompt
payment of the premium by the person. Such reasonable efforts of Maverick shall
be consistent with the existing terms of the respective Maverick-sponsored plans
and ERISA regulations.

                                                     Very truly yours,


                                                     ------------------
                                                     Brian Armstrong
                            Maverick Tube Corporation

Confirmed:



--------------------------
David McCall


<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/ Ray Waiwood
                                                     ---------------------------