**EXHIBIT 10.7**

****

**EMPLOYMENT
AGREEMENT**

**(John E.
Keith)**

****

****This Agreement made as of the 1st day of January, 2001,
by and among ROCK OF AGES CORPORATION, a Delaware corporation, with a principal
place of business at 369 North State Street, Concord, NH 03301 ("Company"), and
JOHN E. KEITH ("Employee") residing at 169 Forest Hill Road, Hodgenville,
Kentucky 42728.

FACTUAL BACKGROUND:

****A. Employee has been President
of Company's subsidiary, Rock of Ages Memorials, Inc. ("ROAM") since October
1997. Company and Employee now wish to continue Employee's employment in a new
position as President and Chief Operating Officer of its combined cemetery and
monument retail operations in the state of Kentucky and southern Illinois, which
operations include Keith Monument Company LLC, J. W. Reynolds Monument Company
and Rock of Ages Kentucky Cemeteries LLC (collectively, "Keith Business Unit"),
reporting to the Chairman and CEO of the Company, with principal responsibility
for the profitability of the Keith Business Unit (the "Position") along with
such other duties and responsibilities as Company may assign to Employee; and
Employee wishes to accept such employment subject to the terms and conditions of
this Agreement.****

B. Company and its direct and indirect
subsidiaries, affiliates, parent and successors and assigns are sometimes herein
sometimes referred to as the "ROAC Corporate Group."

C. Company and the ROAC Corporate Group
(including the Keith Business Unit) quarry and manufacture granite memorials and
other granite products, perform services related thereto, operate cemeteries and
perform services in connection therewith; and market and sell granite, marble,
bronze and other memorials and monuments, burial lots, crypts, niches and
products related thereto, and services related to such products at wholesale and
retail in the United States and in various foreign countries (Company's
"Business" or "Restricted Business") and have accumulated valuable and
confidential information including trade secrets and know-how relating to
technology, manufacturing procedures, formulas, machines, marketing plans,
sources of supply, business strategies and other business records.

D. The agreement by Employee to enter into the
covenants contained herein is a condition precedent to the continued employment
of Employee in the Position, Employee acknowledges the same and that his
execution of this agreement are express conditions of his employment; and that
said covenants are given as material consideration for such employment and the
other benefits conferred upon him by this agreement.

E. As used herein the term "Company" shall refer
to Company and where applicable to any direct or indirect subsidiary or
affiliate of Company for which Employee may from time to time be performing
services under this agreement.

NOW, THEREFORE, in consideration of such
employment and other valuable consideration, receipt of which is hereby
acknowledged, the parties thereto agree as follows:

1. Employment. Company agrees to employ
Employee, and Employee accepts employment in the Position, initially reporting
to the Chairman and Chief Executive Officer of Company, all upon the terms and
conditions hereinafter set forth.

2. Duties and Policies.

(a) Duties. The Employee agrees to devote
his full time and best efforts to his employment duties in the Position or,
subject to the rights of Company in the second sentence of this Section 2(a),
and to such other duties as may be assigned to him from time to time by Company.
Company reserves the right in its sole discretion to request Employee to perform
no duties for it under this agreement from time to time or at any time for such
periods of time during the Term as it in its sole discretion may determine and
in the event Company takes such action, Employee will thereafter not be eligible
for any further increases in his Annual Base Salary or for any bonuses until
Company requests, if ever, Employee return to active work.

(b) Policies. Employee agrees to abide by
the policies, rules, regulations or usages applicable to Employee as established
by Company from time to time and provided to Employee in writing.

3. Term. The term of this agreement (the
"Term") shall be four (4) years, beginning January 1, 2001, unless terminated
earlier as hereinafter provided.

4. Compensation. For all services to be
rendered by Employee in any capacity hereunder, the Company shall pay Employee
the following:

(a) Salary. The company shall pay
Employee an annual base salary of One Hundred Thousand Dollars ($100,000.00)
less withholding and other taxes required by federal and state law (the "Annual
Base Salary"), payable in equal monthly installments, or as otherwise required
by law. In addition, Employee shall be paid, in one lump sum on or before each
December 31 during the Term, the sum of Eighty-Two Thousand Five Hundred Dollars
($82,500) (the "Lump Sum Payments").

(b) Bonus. Employee may also be awarded a
bonus or bonuses from time to time during the Term pursuant to Schedule 4(b)
hereof.

5. Fringe Benefits. During the term of
this agreement, Employee shall be entitled to participate in such fringe
benefits as, from time to time, may be applicable to the Company's similarly
situated executive employees, subject to the terms and conditions of such fringe
benefit plans and to the following fringe benefits:

(i) Family medical and major medical health
insurance, paid for by Company;

(ii) Life insurance paid for by Company equal to
one and one-half (1 1/2) times Employee's Annual Base Salary (capped at $280,000
while working and $60,000 during retirement);

(iii) Participation in Company's qualified
401(k) profit sharing plan pursuant to the terms thereof;

(iv) Participation in Company's qualified
defined benefit Salaried Employees Pension Plan pursuant to the terms
thereof;

(v) Participation in Company's long-term
disability insurance plan pursuant to the terms thereof;

(vi) The use of an automobile comparable to the
automobiles provided to other senior officers of Company and payment by Company
of the costs of operation and maintenance of the automobile; and

(vii) Vacation in accordance with Company's
employee policies, in effect from time to time.

Fringe benefits provided to Employee will, in
addition, generally be not less advantageous to Employee than those provided by
Company to its senior officers. Fringe benefits as used in this Section do not
include cash compensation, stock options or other compensation.

6. Termination.

(a) Termination because of Death or Total
Disability. This Agreement will terminate automatically upon the date of
Employee's death or Total Disability provided, however, that Company shall
continue to pay the Lump Sum Payments for the remaining Term, in accordance with
the terms hereof. The Employee shall be deeded to have incurred a Total
Disability:

(i) if Company maintains a long-term disability
policy in effect for the benefit of Employee, on the date when the Employee
shall have received total disability benefits under said policy for a period of
six (6) months;

(ii) if no such long-term disability insurance
policy is in effect, on the date when the Employee suffers from a physical or
mental disability of such magnitude and effect that the Employee is unable to
perform the essential functions of Employee's assigned position with or without
reasonable accommodation and such disability continues during a period of twelve
(12) continuous or non-continuous months within eighteen (18) month period
beginning on the first day of the month period beginning on the first day of the
month in which the first day of disability occurs;

(iii) if Employee illegally uses drugs and, as a
result, performance of his duties and/or employment with Company is in any way
impaired; or

(iv) on the date when Employee receives more
than 12 weeks of payments under the Social Security Act because of determination
by the Social Security Administration that Employee is totally
disabled.

Total Disability as set forth in subsections
(ii) or (iii) above shall be deemed to have occurred upon the written
certification to Company thereof by the Employee's personal physician, which
certification may be requested in writing by Company. If the Employee does not
have a personal physician or refuses to consult with his personal physician,
Company may select a licensed Kentucky physician, board-certified in internal
medicine or family practice, at Employee's cost, to examine the Employee, which
physician shall, for purposes hereof, be deemed to be the Employee's personal
physician; provided, that if the Employee refuses to be examined by this deemed
personal physician within thirty (30) days after the physician's appointment by
Company, then the Employee may at Company's election be conclusively presumed to
have become Totally Disabled as of the close of such thirty (30) day period. If
Company disagrees with the opinion of the Employee's personal physician, then
Company may select a second licensed, board-certified Kentucky physician, at
Company's cost, to examine the Employee. If said two (2) physicians disagree as
to whether Employee is Totally Disabled, then the personal physician and this
second physician shall then select a third licensed, board-certified Kentucky
physician, with the cost of this third physician to be split between Employee
and Company, to examine the Employee. Upon examination of the Employee by the
three (3) physicians, each physician shall render an opinion with respect to the
condition of the Employee in regards to his Total Disability, and the opinion of
a majority of the physicians shall be binding upon all parties.

(b) Termination Without Cause. Company
shall not have the right to terminate this agreement and Employee's employment
under this agreement, provided, however that in the event of such termination
Company shall continue to make the Lump Sum Payments during the remaining Term
in accordance with the terms hereof.

(c) Termination With Cause. Company may
terminate this agreement and the employment of the Employee at any time with
cause and without further notice upon the occurrence of any of the following
events: (i) abandonment by Employee of, or chronic, habitual or continuous
failure by Employee to perform, over a period of thirty (30) or more days,
Employee's duties as an Employee hereunder or violation of any of Employee's
covenants under this agreement; (ii) embezzlement or other theft of the property
of Company, of the ROAC Corporate Group or of the KMC Group or of any
predecessor to the Company, to the ROAC Corporate Group or to the KMC Group
(collectively, the "Predecessors"), or the commission of other criminal activity
against Company, ROAC Corporate Group, the KMC Group, or any of the Predecessors
or their employees, agents and customers; or (iii) conviction of a crime which
after all appeals the Company's Board of Directors reasonably determines will
have or has had a material adverse effect on the reputation, business and/or
financial affairs of Company, the ROAC Corporate Group or the KMC Group (any
such termination is herein sometimes referred to as a "Termination With Cause"
or as "Terminated With Cause"). In the event that Employee's employment is
Terminated With Cause or Employee resigns in lieu of such termination, Employee
shall only be entitled to be paid any expenses he has incurred prior to the
termination and for which he is entitled to reimbursement hereunder, and such
pro-rated portion of the Annual Base Salary as he may have earned up to the date
of termination.

(d) Termination by the Employee. Employee
may resign from employment at any time for any reason and terminate this
agreement by giving thirty (30) days' written notice to Company (any such
termination is herein sometimes referred to as a "Voluntary Termination") of
such intention. In such event, Company may, in its discretion, permit the
Employee to work through the notice period or accept the Employee's immediate
resignation. In the event of a Voluntary Termination, Employee shall be entitled
to continue to receive the Lump Sum Payments during the remaining Term in
accordance with the terms hereof.

****7. Non-Disclosure of
Confidential Information. Employee acknowledges that during his employment,
he will become fully familiar with all aspects of the Company's Businesses and
the ROAC Corporate Group's businesses and will obtain access to confidential and
proprietary information relating to such businesses. Employee understands,
agrees and covenants that such information is valuable and Employee has no
property interest in it. Therefore, Employee covenants and agrees that during
his employment with Company and the ROAC Corporate Group and thereafter Employee
will not use, disclose, communicate or divulge such information to any person
not employed by Company and the ROAC Corporate Group or use such information
except as may be necessary to perform his duties as an Employee under this
agreement. Employee's obligations in this section shall survive the expiration
of the Term of****this agreement and/or termination of Employee's
employment under this agreement for any reason
whatsoever.****

8. Non-Solicitation of Employees, Clients and
Customers. During the Term of this agreement and for the period of
Employee's non-competition covenant set forth in Section 11 hereof, following
the termination of this agreement, Employee agrees not to, on his own behalf or
on behalf of any other person, corporation, firm or entity, directly or
indirectly, solicit or induce any client, customer, employee or sales
representative of Company or the ROAC Corporate Group to stop doing business
with or to leave any of said companies for any reason whatsoever or to hire any
of said companies' employees.

9. Return of Property. Upon termination
or nonrenewal of this agreement for any reason, Employee agrees to immediately
return all Company and ROAC Corporate Group property, whether confidential or
not, without keeping any copies or excerpts thereof, including, but not limited
to, computers, printers, customer lists, samples, product information, financial
information, price lists, marketing materials, keys, credit cards, automobiles,
technical data, research, blueprints, trade secrets information, and all
confidential or proprietary information.

10. Non-Competition Covenant by Employee.
Company and the Employee agree that Company is currently engaged in the business
of quarrying, manufacturing, marketing and selling granite memorials and other
granite products at wholesale and at retail (herein referred to as the
"Restricted Business") and Company and the ROAC Corporate Group are engaged in
the Restricted Business in all of the states of the United States and in all of
the provinces of Canada (herein the territory of all such states and provinces
is referred to as the "Restricted Territory") and has hired the Employee to
expand and grow the Restricted Business in the Restricted Territory.
Accordingly, as a material and essential inducement to Company to hire the
Employee and in consideration of Company's agreements with the Employee under
this agreement, Employee agrees that during the Term of this agreement and, if
this agreement is terminated for any reason, lapses, is not renewed for any
reason, or Employee is not employed by Company after the end of the Term hereof
for any reason, for a period equal to two (2) years thereafter, unless this
agreement is terminated within the first two (2) years of the Term hereof, in
which case for the period of four (4) years thereafter, Employee will not, in
the Restricted Territory, directly or indirectly, in any manner
whatsoever:

(a) compete with Company, its successor and
assigns, or the ROAC Corporate Group, its successors and assigns, in the
Restricted Business;

(b) engage in the Restricted Business, except as
an employee of Company or the ROAC Corporate Group;

(c) have any ownership interest in (other than
the ownership of less than five percent (5%) of the ownership interests of a
company whose stock or other ownership interests are publicly traded) any
business entity which engages, directly or indirectly, in the Restricted
Business in the Restricted Territory except for any ownership interest owned by
Employee during the Term of this agreement, and after termination of this
agreement, in the Company or in any member of the ROAC Corporate
Group;

(d) contract, subcontract, work for, solicit
work from, solicit Company or ROAC Corporate Group employees for, or solicit
customers for, advise or become affiliated with, any business entity which
engages in the Restricted Business in the Restricted Territory except as an
employee of Company or of the ROAC Corporate Group; or

(e) lend money or provide anything of value to
any entity which engages in the Restricted Business in the Restricted
Territory.

The term "compete" as used in this Section 11
means engage in competition, directly or indirectly, either as an owner, agent,
member, consultant, partner, sole proprietor, stockholder, or any other
ownership form or other capacity.

Notwithstanding anything to the contrary in this
Agreement, the Company agrees that the Employee may continue to own and operate
the following cemeteries in the State of Kentucky during the Term and
thereafter: The Bethany and Green Meadows cemeteries in Louisville; and the
cemeteries currently owned by Employee in Fairview, Georgetown and Winchester,
Kentucky.

While the restrictions as set forth herein and
in Section 10 are considered by the parties hereto to be reasonable in all
circumstances, it is recognized that any one or more of such restrictions might
fail for unforeseen reasons. Accordingly, it is hereby agreed and declared that
if any of such restrictions shall be adjudged to be void as unreasonable in all
circumstances for the protection of Company and the ROAC Corporate Group and
their interests, but would be valid if part of the wording thereof were deleted,
the period thereof reduced, or the range of activities or area dealt with
reduced in scope, such restrictions shall apply with the minimum modification as
may be necessary to make them valid and effective, while still affording to
Company and the ROAC Corporate Group the maximum amount of protection
contemplated thereby.

Employee represents that he has carefully
reviewed Employee's restrictive non-competition covenant set forth in this
Section 11 and non-solicitation covenant in Section 9 and has determined that
these covenants will not impose undue hardship, financial or otherwise, on
Employee; that their Restrictive Territory and duration will not impose a
hardship on Employee; that they protect Company's and the ROAC Corporate Group's
legitimate interests in their investment in Employee and their Restricted
Business; and that in Employee's opinion Employee not being able to compete in
the Restrictive Territory for the duration of this covenant will not be
injurious to the public interest.

Employee agrees that Employee's breach of his
covenants in this Sections 7, 8, 9 and 10 will cause irreparable harm to Company
and the ROAC Corporate Group.

11. Loyalty. Employee shall devote his
full time and best efforts to the performance of his employment under this
agreement. During the term of this agreement, Employee shall not at any time or
place whatsoever, either directly or indirectly, engage in the Restricted
Business or any other profession or active business to any extent whatsoever,
except on or pursuant to the terms of this agreement, or with the prior written
consent of Company. Employee agrees that he will not, while this agreement is in
effect, do any unlawful acts or engage in any unlawful habits or usages which
injure, directly or indirectly, Company and its Business or the ROAC Corporate
Group and its businesses. Company agrees that if it exercises its rights in
Section 2(a) hereof to have Employee perform no duties for it, then during such
period of time during the Term as Employee is so not performing his duties,
Employee may engage in other employment which does not violate the
non-competition covenant in Section 10 and his other covenants in Sections 7, 8,
9, 10 and 11 of this agreement.

12. Governing Law, Jurisdiction and
Venue. This agreement shall be governed by and construed in accordance with
the laws of the State of New Hampshire; and any actions brought pertaining to
the same shall lie only in the Hardin County Circuit Court, Kentucky, or the
U.S. District Court for the Western District of Kentucky, in said State all of
which are the sole and exclusive forums for any actions or claims by the parties
to this agreement and each party hereto consents to the jurisdiction of, and
venue in, said courts in any action brought by another party hereto and agrees
that no claims or actions relating to any matter hereunder will be brought by
them in any other courts of said State, any other state or any other
country.

13. Headings. The descriptive headings of
the several sections of this agreement are inserted for convenience of reference
only and shall not control or affect the meanings or construction of any of the
provisions hereof.

14. Severability and Violation of Laws.
If any provision of this agreement shall be held invalid or unenforceable
according to law, such provision shall be modified to the extent necessary to
bring it within the legal requirements. Any such invalidity or unenforceability
shall not affect the remaining provisions of this agreement, and such remaining
provisions shall continue in full force and effect.

15. Specific Performance. The Employee
hereby agrees and stipulates that it would be impossible to measure in monetary
terms the damages which would be suffered by Company in the event of any breach
by Employee of Sections 8, 9, 10, 11, 12, 13 and 16 of this agreement.
Therefore, if either party hereto shall institute any action in equity to
enforce such sections of this agreement, it is agreed that the other party
hereto waives any claim or defense that the plaintiff has an adequate remedy at
law, and the other party hereto agrees that the plaintiff is entitled to
specific performance of such terms of the agreement.

16. Notices. Any notice or other
communication required or permitted under this agreement shall be in writing and
shall be deemed to have been duly given (i) upon hand delivery, or (ii) on the
third day following delivery to the U.S. Postal Service as certified or
registered mail, return receipt requested and postage prepaid, or (iii) on the
first day following delivery to a nationally recognized United States overnight
courier service for next business day delivery with fee prepaid or (iv) when
telecopied or sent by facsimile transmission if an additional notice is also
given under (i), (ii) or (iii) above within three days thereafter. Any such
notice or communication shall be directed to a party at its address set forth or
at such other address as may be designated by a party in a notice given to all
other parties hereto in accordance with the provisions of this
Section.

For the Company:

Mr. Kurt M. Swenson

Chairman of the Board and Chief Executive
Officer

Rock of Ages Corporation

369 North State Street

Concord, NH 03301

Telephone: (603) 225-8397

Telecopy: (603) 225-4801

with a copy to:

Michael Tule, Esq.

Vice President and General Counsel

Rock of Ages Corporation

369 North State Street

Concord, NH 03301

Telephone: (603) 225-8397

Telecopy: (603) 225-4801

For the Employee:

Mr. John E. Keith

169 Forest Hill Road

Hodgenville, KY 42728

Telephone: (502) 358-4035

with a copy to:

J. David Smith Jr., Esq.

Stoll, Keenon & Park, LLP

201 East Main Street, Suite 1000

Lexington, KY 40507-1380

Telephone: 859-231-3000

Telecopy: 859-253-1093

17. Assignment. The rights and
obligations of Company together with its obligations and all of the Employee's
covenants and agreements hereunder may be assigned by Company to any third party
by operation of law or by contractual assignment; and upon such assignment
Company shall be relieved of all of its obligations, agreements, duties and
covenants hereunder. The rights and obligations of the Employee under this
agreement are not assignable.

18. Complete and Entire Agreement. This
agreement contains all of the terms agreed upon by the parties with respect to
the subject matter hereof and supersedes all prior agreements (including,
without limitation the Employment Agreement dated 24 October 1997),
representations and warranties of the parties as to the subject matter
hereof.

19. Amendments. This agreement may be
amended, or any provision of the agreement may be waived, provided that any such
amendment or waiver will be binding on the parties only if such amendment or
waiver is set forth in a writing executed by all parties hereto. The waiver by
any party hereto of a breach of any provision of this agreement shall not
operate or be construed as a waiver of any other breach.

20. Survival. Sections 7, 8, 9, 10, 11,
12, 13, 15, 16, 17, 18 and 20 shall survive expiration of the Term of this
agreement and/or termination of Employee's employment under this
agreement.

IN WITNESS WHEREOF, the parties hereto have
executed this agreement, all as of the date first written above.

ROCK OF AGES CORPORATION

WITNESS:

By:

Kurt M. Swenson

Chairman of the Board and

Chief Executive Officer

WITNESS:

John E. Keith



SCHEDULE 4(b)

**Keith Incentive Bonus
Plan**

The
following incentive bonus plan is attached to and made a part of the Employment
Agreement between the Company and John E. Keith, and the Employment Agreement
between the Company and Roy H. Keith Jr., each dated January 1, 2001 (the "Keith
Employment Agreements"), and it shall remain in effect during the Term of the
Keith Employment Agreements. In the event that either John E. Keith or Roy H.
Keith Jr.'s employment under the applicable Employment Agreement is terminated
for any reason, this bonus plan shall be renegotiated in good faith between the
remaining Keith and the Company to reasonably reflect the responsibilities of
the remaining Keith.

For purposes of this incentive bonus plan,
"EBIT" shall mean the annual operating income of the Keith Business Unit before
interest and taxes, as determined by the President of the ROAC Corporate Group
in accordance with generally accepted accounting principles, (including SAB 101
or other method prescribed by the Financial Accounting Standards Board, the
Securities and Exchange Commission and/or the Company's independent certified
public accountants to properly and conservatively reflect operating income from
pre-need sales with deferred payments).

The Keiths (collectively and not singly) shall
be entitled to an incentive bonus payment equal to 20% of annual EBIT in excess
of $2,835,000 during the Term of the Keith Employment Agreements. The incentive
bonus payment shall be calculated within 120 days of the close of the Company's
fiscal year during each year of the Term, and the Company shall provide Employee
with a written calculation of annual EBIT for the Keith Business Unit. Payment
of the incentive bonus will be made at that time only to the extent that the
Keith Business Unit's cash flow from operating activities exceeds the bonus
payable, provided, however that an earned incentive bonus shall be paid in full
not later than December 31 of the year following the close of the fiscal year
the bonus is earned. The incentive bonus shall be paid in separate checks
payable to each of John E. Keith and Roy H. Keith Jr. in such amounts as the
Keith's shall designate so that the total of the checks equals the total
incentive bonus payment.

EXAMPLE: For the year ending December 31, 2001,
the Keith Business Unit annual EBIT is $2,200,000. No incentive bonus payment is
earned for that year. For the year ending December 31, 2002, the Keith Business
Unit annual EBIT is $3,200,000. The Keiths are collectively entitled to an
aggregate incentive bonus payment equal to 20% of $365,000 ($3,200,000 less the
$2,835,000 EBIT target) or $73,000, which must be paid in full not later than
December 31, 2003. The Keiths may request the Company to issue two checks, one
payable to John E. Keith, and one payable to Roy H. Keith Jr. in the amount of
$36,500 each, or checks in any different amounts which collectively total
$73,000.

The annual EBIT target shall be increased by 15%
of the purchase price of any business or entity acquired by the Company at the
request of or as approved by John Keith and included in the Keith Business Unit.
The EBIT target will be increased on a pro rata basis in the year that such
acquisition is added to the Keith Business Unit and will be increased by the
full amount annual thereafter. The annual EBIT target shall likewise be subject
to adjustment in any year where a business or property in the Keith Business
Unit is sold or otherwise removed from the Keith Business Unit. In the event of
such sale, the parties shall negotiate such adjustment in good faith, taking
account of the timing of such sale or removal and the amount of annual operating
earnings contributed by such business or property.

EXAMPLE: On March 30, 2002, the Company
completes the acquisition of three cemeteries in southern Illinois for a total
purchase price of $1,100,000, approved by John Keith, to be included in the
Keith Business Unit. The annual EBIT target for the year ending December 31,
2002 will be increased by $123,750 to $2,958,750, calculated as
follows:

Full EBIT Target Increase ($1,100,000 x 15%)
$165,000

Pro Rata Adjustment Based on Days

Remaining in Current Year (275/365 or 75%)
$123,750

Each subsequent year during the remaining Term
the EBIT target will be increased by the full $165,000 ($1,100,000 x 15%) to
$3,000,000.

**EXHIBIT 10.8**

******AGREEMENT**

******by and between**

**Rock of Ages
Corporation**

******and**

**United Steelworkers of
America, AFL-CIO-CLC**

******May 2, 2000**

********

****************

**********TABLE OF
CONTENTS**

************

**********AGREEMENT
1**

************

**********ARTICLE 1
Term 1**

************

**********ARTICLE 2
Hours of Work - Overtime 1**

**********2.1 Regular Hours
1**

**********2.2 Maintenance Men 2**

**********2.3 Saturday and Sunday Pay 2**

**********2.4 Extra Shift 2**

**********2.5 Miscellaneous 3**

************

**********ARTICLE 3
Layoff Job Opportunity 3**

**********3.1 Layoff Job
Opportunity 3**

************

**********ARTICLE 4
Wages 4**

**********4.1 Wage Increases
and Minimum Wages 4**

**********4.2 Employment 6**

**********4.3 Wage Negotiations 6**

**********4.4 Wage Adjustment 6**

**********4.5 Transfers 6**

**********4.6 Infirm Employees 7**

**********4.7 Payment of Wages 7**

**********4.8 Workers' Compensation 7**

**********4.9 Jury Duty 7**

************

**********ARTICLE 5
Military Service 8**

**********5.1 Military
Service 8**

************

**********ARTICLE 6
Holiday Pay 8**

**********6.1 Paid Holidays
8**

**********6.2 Eligibility 9**

**********6.3 Holiday Work 9**

**********6.4 Holiday Change 9**

**********6.5 Holiday Premium 10**

************

**********ARTICLE 7
Vacations 10**

**********7.1 Vacation Period
10**

**********7.2 Vacation Payments 10**

**********7.3 Requirements 11**

**********7.4 Amount of Vacation 12**

**********7.5 Severance of Employment
14**

************

**********ARTICLE 8
Bereavement/Birth of a Child 14**

**********8.1 Five (5) Day
Bereavement 14**

**********8.2 Three (3) Day Bereavement
15**

**********8.3 Internment 15**

**********8.4 One (1) Day Bereavement
15**

**********8.5 Birth or Adoption of a Child
15**

************

**********ARTICLE 9
Insurance 15**

**********9.1 Insurance
15**

**********9.2 Benefits 15**

**9.3 Contributions 17**

**********9.4 Disability 18**

**********9.5 Retired Employees 18**

**********9.6 Consultant 18**

**********9.7 Insurance Objectives 19**

**********9.8 Delinquency 19**

************

**********ARTICLE 10
Pension Plan Agreement 19**

**********10.1 Merger of the
Pension Plan 19**

**********10.2 Incorporated Documents
19**

**********10.3 Contribution Rate 19**

**********10.4 Covered Employees 20**

**10.5 Hours Worked 20**

**10.6 Payment of Contribution
20**

**10.7 Coverage - Newly Hired Employees
Not Previously Covered .20**

**10.8 Coverage - Newly Hired Employees
Who Were Previously Covered 20**

**10.9 Contribution Reports and Data
20**

**10.10 Delinquent Employers
21**

************

**********ARTICLE 11
401K Plan 21**

**********11.1 401K Plan
21**

************

**********ARTICLE 12
Notices 21**

**********12.1 Bulletin
Boards 21**

**********12.2 Holiday Notice 21**

**********12.3 Emergencies 22**

**********12.4 Plant Bidding 22**

**********12.5 Union Postings 22**

************

**********ARTICLE 13
Layoff, Recall, Reinstatement After On-the-Job Injury 22**

**********13.1 Layoff and
Recall 22**

**13.2 Layoffs 23**

**13.3 Layoff Job Opportunity
23**

**13.4 Seniority 24**

**13.5 Seniority Roster
24**

********

**********ARTICLE 14
Union Security 24**

**********14.1 Union Security
24**

************

**********ARTICLE 15
Check-off 25**

**********15.1 Check-Off
25**

**********15.2 Union Copy 25**

**********15.3 Dues Penalty 25**

**********15.4 Journeyman Dues 25**

**********15.5 Sign-Ups 25**

************

**********ARTICLE 16
Dispute Settlement 25**

**********16.1 Dispute
Settlement 25**

**********16.2 Company Grievances 26**

**********16.3 Signed Grievances 27**

**********16.4 Rules 27**

************

**********ARTICLE 17
Plant Access 27**

**********17.1 Plant Access
27**

************

**********ARTICLE 18
Nondiscrimination 28**

**********18.1 Non
Discrimination 28**

************

**********ARTICLE 19
Public Insurance 28**

**********19.1 Reinstatement
to Job 28**

**********19.2 Unemployment/Workers Compensation
28**

************

**********ARTICLE 20
Mutual Cooperation 28**

**********20.1 Mutual
Cooperation 28**

************

**********ARTICLE 21
Labor Management Team 29**

**********21.1
Labor-Management Team (LMT) 29**

************

**********ARTICLE 22
Safety Measures 30**

**********22.1 Safety Glasses
30**

**********22.2 Miscellaneous 30**

**********22.3 Plant Heat 31**

**********22.4 Consultation and Enforcement
31**

**********22.5 Legal Obligations 31**

************

**********ARTICLE 23
Probationary Period 31**

**********23.1 Probationary
Period 31**

************

**********ARTICLE 24
Apprentices 32**

**********24.1 Apprentices
32**

**********24.2 Reduction of Work 32**

**********24.3 Apprentice Wages 32**

************

**********ARTICLE 25
Leaves of Absence 32**

**********25.1 General Leave
of Absence - Leave 32**

**********25.2 Union Leave 32**

**********25.3 Presidential - Executive Board Leave
33**

************

**********ARTICLE 26
Discipline/Discharge 33**

**********26.1
Discipline/Discharge 33**

**********26.2 Written Warnings 33**

************

**********ARTICLE 27
Interdivisional Maintenance Work 33**

**********27.1
Interdivisional Maintenance Work 33**

************

**********ARTICLE 28
Subcontracting 34**

**********28.1 Subcontracting
34**

************

******SIGNATURES 35,36**

********

******CALENDAR OF HOLIDAYS 37**

**********AGREEMENT**

Agreement entered into as of May 2, 2000 by and
between the ROCK OF AGES CORPORATION of Graniteville, Vermont (the Company) its
successors and assigns and the UNITED STEELWORKERS OF AMERICA, AFL-CIO-CLC on
behalf of USWA Amalgamated Local #4 (the Union). In consideration of the mutual
covenants herein contained, it is agreed as follows:
****

**ARTICLE
1**

**Term**

This Agreement shall be effective April 29, 2000
and shall continue in full force and effect through April 25, 2003 and from year
to year thereafter, unless either party gives notice to the other, not less than
sixty (60) days prior to April 25, 2003 or prior to April 30 of any year
thereafter, that it desires to alter, amend or terminate any or all of the terms
hereof.****

**ARTICLE
2**

**Hours of Work -
Overtime**

2.1 Regular Hours

(a) Eight (8) hours shall constitute a day's
work, five (5) days shall constitute a week's work, Monday to Friday inclusive.
Daily working hours will begin no earlier than 7:00 a.m. and end no later than
3:30 p.m., except as modified pursuant to either of the following
paragraphs:****

(i) The above schedule of working hours may be
changed for seasonal and other reasons by mutual agreement, provided, however,
that between January 1 and March 15, an eight (8) hour shift to end no later
than 5:00 p.m. can be established for all employees of a saw plant or for the
sawyers in a manufacturing plant having a saw which is subject to outdoor
weather for periods during which the employer has a reasonable expectation that
inclement weather will otherwise adversely affect his operations.

(ii) If the Company desires to change the
regular daily working hours to begin no earlier than 7:30 a.m. and to end no
later than 5:00 p.m. during the period in which Eastern Standard Time is in
effect, the Company has the option to make such change if a majority of the
employees represented by this Union and a majority of its employees represented
by any other local Union, voting separately in a vote conducted by the
respective Union representatives, approve that change in
hours.****

**(**b) All work done outside the
working hours as prescribed above and work done during the regular lunch period
shall be paid at time and one-half.

(c) Overtime will be distributed as equitably as
is practicable and will be assigned to employees based on such factors as who
regularly works in the areas, who regularly performs the work and special
circumstances. Refusal of overtime shall not preclude a man from future
overtime. However, any refused hours will be included when determining equitable
distribution.

Whenever possible, weekday overtime requests
will be made no later than noon on the preceding day, and weekend requests will
be made by noon on Thursday.****

(d) An employee and an employer may, by mutual
agreement, arrange a schedule for the employee which differs from the general
schedules set forth in this Article. The Union will be notified of such
arrangement. No such arrangement shall extend for more than two (2) weeks unless
approved by the Union.**

2.2 Maintenance
Men****

The working day for maintenance men, regularly
employed as such, shall be of eight (8) hours' duration to be worked between
7:00 a.m. and 3:30 p.m. and the working week shall be of forty (40) hours'
duration to be worked from Monday to Friday, inclusive. The overtime rate shall
be at time and one-half for all hours worked over any continuous eight (8) hour
period, excluding lunch hour. The lunch hour of thirty (30) minutes is to be
taken at the option of the employee.

2.3 Saturday and Sunday Pay

All work done on Saturday shall be paid at time
and one-half. Work shall be regarded as being performed on Saturday only if an
employee's shift begins on Saturday. Work done on Sunday shall be paid at double
time.

2.4 Extra Shift

(a) It is agreed that the Company shall have the
privilege of operating three (3) shifts. One (1) shift is to be the established
working day and to be paid as per Article 4 of this Agreement. The second (2nd)
and third (3rd) shifts shall be of eight (8) hours' duration including a
one-half (1/2) hour meal period which will be paid. In addition to payment for
work performed in accordance with Article 4 of this Agreement, employees and
apprentices working on the second (2nd) shift shall receive a shift premium of
One Dollar and Fifty Cents ($1.50) per hour and employees and apprentices
working on the third (3rd) shift shall receive a shift premium of One Dollar and
Fifty Cents ($1.50) per hour. As of May 2, 2000, any employee making less than
the new shift premium will be brought up to the new shift premium level and
employees making more than the new shift premium will remain at their current
shift premium.

(b) The Company shall not require any employee
to work alone unless a telephone is readily available on the premises and a
beeper with an automatic safety call-in every fifteen (15) minutes unless
deactivated by the employee.

2.5 Miscellaneous

(a) Saturday Work. It is mutually agreed that
work done on Saturday by grouters, tool grinders and saw helpers shall not
include any lumping, boxing, running of derricks or mechanical repair
work.

(b) Regular Lunch Period. No work is to be done
during the regular lunch period except in a case of emergency where it is
necessary. If the Company desires to change the regular lunch period from one
(1) hour to one-half (1/2) hour, the Company has the option to make such change
if a majority of the employees represented by this Union and a majority of the
employees represented by any other local Union, voting separately in a vote
conducted by the respective Union representatives, approve that change in
hours.

(c) Notice of Absence. Employees are obligated
to give notice, as soon as possible, to the Company on the day they are unable
to report for work. This should be done as soon as possible and include the
reason for absence or lateness. An absence for three (3) consecutive scheduled
workdays without notifying the Company will subject the employee to discipline,
up to and including discharge.

(d) Report Pay. In the absence of a notice not
to report to work, should any employee report to work and be discharged before
work begins or during the first two (2) hours of the day, he shall be paid no
less than two (2) hours' pay.

(e) In assigning employees to work on the second
(2nd) and/or third (3rd) shift, the Company shall first seek volunteers with
preference being given on the basis of length of service (seniority) with the
Company subject to demonstrated ability to perform the work on those shifts. If
there are not sufficient volunteers, employees shall be assigned on the basis of
inverse seniority, subject to demonstrated ability to perform the work on those
shifts.

**ARTICLE
3**

**Layoff Job
Opportunity**

**3.1 Layoff Job
Opportunity**

In the event of a layoff of employees covered by
this contract and if the Company has need for additional manpower in any of its
other divisions in Barre or Bethel, the Company will offer these positions to
the laid-off employees by seniority subject to ability and physical fitness and
a sixty (60) day probationary period. The employee selected may accept the
position offered or elect to take the layoff. During the probationary period,
the successful employee may revert to layoff status at his option. If the
position available is covered by a different contract, the employee shall not be
required to change groups unless he is not returned to his former position
within twelve (12)

months. The employees shall suffer no loss of
seniority for such assignment when he is returned to his former position.
Employees will be returned to their former positions by seniority if and when
work becomes available.

It is
contemplated that the employees choosing to work in a new division will be
assigned entry level positions. If the employee is assigned to a classification
higher than laborer, grouter, plant sweeper, tool grinder or quarryman, the
employee shall not hold the position for more than sixty (60) days without the
consent of the Union. Those accepting assignment in another division will be the
lowest in seniority in that division. If an employee does not honor a recall
notice to his former position, or is employed in the new division for more than
twelve (12) months, his seniority in his prior division shall be lost and his
seniority date in his new division shall be his start date with that division
except if otherwise agreed by the Company and Union.

The Company and the Union agree that as a new
and untested provision, either the Union or the Company may cancel this
provision with thirty (30) days' prior written notice of
cancellation.

**ARTICLE
4**

**Wages**

**4.1 Wage Increases and Minimum
Wages**

(a) Effective May 1, 2000 each employee in the
bargaining unit shall receive the following minimum wage rates:

**May 1, 2000**

Group A

Drivers-Permanently assigned
over-the-road

(Barre area), 10-wheel, carrying
blocks

or slabs over 15 tons, with a majority
of

time spent in such over-the-road driving
 ........................................................$14.75

Group B

Maintenance
 ....................................................................................................$14.55

Group C

Lumpers, Boxer/Washstand,

Fork lift operators, Yardman,
Shipper,

Light Truck Drivers
 .........................................................................................$14.45

Group D

Grouter, Plant Sweeper, Tool Grinder, Saw Helper
 ........................................$14.20

Note: all existing employees grandfathered at
existing pay levels if over new minimums.

(b) Effective April 30, 2001 each employee in
the bargaining unit shall receive a wage increase of forty cents ($.40) per
hour, and the minimum wage rate shall be as follows:

**April 30, 2001**

Group A

Drivers-Permanently assigned
over-the-road

(Barre area), 10-wheel, carrying
blocks

or slabs over 15 tons, with a majority
of

time spent in such over-the-road driving
 .....................................................$15.15

Group B

Maintenance
 .................................................................................................$14.95

Group C

Lumpers, Boxer/Washstand,

Fork lift operators, Yardman,
Shipper,

Light Truck Drivers
 .....................................................................................$14.85

Group D

Grouter, Plant Sweeper, Tool Grinder, Saw Helper
 ....................................$14.60

(c) Effective April 29, 2002 each employee in
the bargaining unit shall receive a wage increase of forty cents ($.40) per
hour, and the minimum wage rates shall be as follows:

**April 29, 2002**

Group A

Drivers-Permanently assigned
over-the-road

(Barre area), 10-wheel, carrying
blocks

or slabs over 15 tons, with a majority
of

time spent in such over-the-road driving
 .....................................................$15.55

Group B

Maintenance
 .................................................................................................$15.35

Group C

Lumpers, Boxer/Washstand,

Fork lift operators, Yardman,
Shipper,

Light Truck Drivers
 .....................................................................................$15.25

Group D

Grouter, Plant Sweeper, Tool Grinder, Saw Helper
 ....................................$15.00

(d)********Apprentice wage rates shall be the following
percentage of the applicable journeyman rate:

Start: 70% After 6 months: 90%

After 3 months: 80% After 1 year:
100%

**4.2 Employment**

It is mutually agreed and understood between the
Company and the Union that employment on a weekly basis shall not be permitted
in any plant covered by this Agreement.

**4.3 Wage
Negotiations**

It is mutually agreed by both parties that types
of labor performed for which no classification or minimum wage rates have been
fixed can at any time be opened by either party and submitted to the Labor
Management Team (LMT) of the Union and the Company. The decisions of the LMT
under this Article shall be subject to ratification by the Company and the
Union. If the LMT fails to agree or if the Agreement is not ratified by both
parties, either party may invoke arbitration within twenty (20) calendar days
after the LMT has failed to agree or the parties have failed to ratify, as the
case may be. The arbitration procedure will otherwise be in accordance with
Article 16.1 beginning at Step 4.

**4.4 Wage
Adjustment**

If at any time during the existence of this
Agreement an increase should be granted, any employee receiving more than the
minimum wage as provided in this Agreement should receive the same wage
adjustments but for no reason shall his wages be reduced before making said
adjustments.

**4.5 Transfers**

When a employee, except an apprentice, is
required to fill the place of another employee receiving a higher rate of wages,
under Article 4, he shall receive the higher contract rate while performing
these duties, but if required to fill the place of another employee receiving a
lower rate, for a period of thirty (30) days his rate will not be
changed.

The Union understands that there is a need for
flexibility within the Company to assure for an efficient operation. The Company
and Union agree that the Company may assign employees from one plant to work
"temporarily" in another plant. The word "temporary" is understood and agreed to
mean the limited covering for sickness, vacations, injuries, operational
emergencies and/or the scope and/or the duration of a particular project or
projects. It is not the intent of the Company to use temporary assignments as a
means to replace or displace an employee in one plant with an employee from
another plant. In the event the Union believes that the Company has not complied
with this provision, the Union may bring the situation in question to the
Labor-Management Team ("LMT") for resolution. If the matter cannot be resolved
by the LMT, the Union shall have the right to grieve it.

**4.6 Infirm
Employees**

Employees who through infirmity or other reasons
are not able to earn the wage given in this Agreement may work for such wages as
may be satisfactorily agreed upon between the Union representative, the employee
and the Company.

**4.7 Payment of
Wages**

(a) Wages may be paid by cash or check in an
envelope at the option of the Company. In the event of a default in payment of
such check by the Company, such option shall be revoked and payment shall
thereafter be in cash. Wages to be paid in full weekly and within five (5) days
of the time they become due, and to be paid during working hours; not more than
five (5) days to be retained.

(b) Any employee discharged shall receive his
pay immediately. Any employee leaving shall notify the Company and having
complied with this requirement shall receive his pay in cash or check on the
regular pay day for the week of separation in person or by mail at the option of
the employee.

(c) The Company shall be required to furnish
employees with written information weekly which shall designate the total
earnings, total withholdings, number of hours worked at straight time and number
of hours at overtime and rate of pay.

**4.8 Workers'
Compensation**

If an employee has to leave work because of a
workers' compensation injury and is unable to return, he shall suffer no loss of
straight time pay for that day.

**4.9 Jury Duty**

An employee who is required to report for jury
duty on a day when he otherwise would have worked shall receive regular
straight-time pay for up to a maximum of thirty (30) days per calendar year. The
Company can require verification of jury duty served. It is understood that if
an employee is released from jury duty so that he can reasonably report for work
at least three (3) hours before the end of his scheduled shift, he must report
for work that day.

**ARTICLE
5**

**Military
Service**

**5.1 Military
Service**

Employees' rights shall not be forfeited because
of service with the Government during national emergencies. The Company agrees
to abide by national laws covering rehiring of veterans.

******ARTICLE 6**

**Holiday
Pay**

**6.1 Paid Holidays**

(a) The nine (9) paid holidays shall be: the day
preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor
Day, Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and
Christmas Day, and shall be paid regardless of whether the holiday falls on a
Saturday or Sunday. In addition, there shall be a paid holiday for New Year's
Day, subject to the following terms and conditions. To be eligible for this
holiday, an employee must satisfy all eligibility requirements of this Article.
In addition, the employee must work during the week in which the New Year's
holiday falls. Payment of the Christmas holiday does not affect eligibility for
the New Year's holiday. There shall be a paid holiday for Rock of Ages Employee
Appreciation Day to be observed by all employees on the Tuesday following Labor
Day holiday. The holidays will be observed during the term of this contract on
the dates shown on the attached Calendar of Holiday Observances.

(b) If a holiday falls on Saturday or Sunday, it
shall be observed on the following Monday, in accordance with the holiday
calendar attached hereto.

(c) Employees who are laid off during either of
the weeks in which Town Meeting days or Thanksgiving falls shall not be eligible
for holiday pay in those weeks. Instead, such employees must as individuals
report to work on the first (1st) work day following the conclusion of any such
layoff and such employees may collectively and mutually agree with the Company
on days when they will, as a group, take personal days off with pay if they were
otherwise eligible for the holiday pay. Such personal days must be taken within
thirty (30) days after the first work day following the conclusion of the layoff
in question and if mutual agreement is not reached, the employees will receive
pay in lieu of any holidays to which they were entitled.

(d) An employee absent because of an off-the-job
accident or sickness who is receiving sickness and accident benefits, will be
paid his regular-wage holiday pay in lieu of his daily sickness and accident
benefit.

**6.2 Eligibility**

(a) The employee must have at least thirty (30)
working days accumulated service to be eligible for paid holidays. After
completing thirty (30) working days' service any paid holiday that fell within
the thirty (30) working day period becomes payable. If an employee quits before
he has accumulated thirty (30) working days' service, no holiday pay is due. If
he is laid off or is discharged through no fault of his own before he has
accumulated thirty (30) working days' service, any holiday which fell within the
period of his employment and discharge becomes due and payable.

(b) Subject to the provisions of 6.1 (c), any
employee who works to within four (4) working days of a paid holiday and who has
thirty (30) working days' accumulated service with the Company and is then
discharged or laid off will receive nevertheless the holiday pay.

(c) When a holiday falls in an employee's
vacation week, the employee shall receive pay for that day at straight time in
addition to vacation pay.

(d) During the week of a paid holiday, the
employee must work a minimum of a full scheduled work week excluding the holiday
or holidays less one (1) scheduled workday. Exceptions to the above ruling can
be made only by prior arrangements with the Company. Sickness during the week of
a holiday shall not disqualify an employee if he has notified the
Company.

(e) No employee shall be entitled to the holiday
pay as provided in this Article if such employee is not working and is receiving
compensation or benefits during such period in which he is not working, whether
he is receiving such compensations or benefits under the State Unemployment
Compensation Act, State Workers Compensation Act , Granite Group Insurance
Trust, or from any similar source to which the Company contribute except as
provided for under Article 6, subsection 6.1(d). Apprentices are eligible for
paid holidays.

**6.3 Holiday Work**

Work done on the following holidays, namely,
January 1st, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day,
July Fourth, Labor Day, Employee Appreciation Day, Veterans Day, Thanksgiving
Day, Friday after Thanksgiving Day and Christmas Day, shall be paid as double
time.

**6.4 Holiday
Change**

In the event of a state or federal law affecting
the date on which holidays are celebrated, the parties hereto will negotiate
with respect to appropriate changes in this Article with the understanding that
the number of holidays shall remain the same as set forth above.

**6.5 Holiday
Premium**

Any paid days off to which an employee is
entitled under this Article shall include second (2nd) and/or third (3rd) shift
premiums, as the case may be, if the employee is assigned to such shift on the
day(s) for which he is entitled to such pay.

**ARTICLE
7**

**Vacations**

**7.1 Vacation
Period**

(a) The vacation period shall be May 1 to April
30, subject to the following conditions: In the event of a shutdown, the
employee can defer his vacation to another date mutually agreed upon with his
employer, in which case the Company shall notify the Union of the employees'
names and deferred vacation dates; if there is a conflict in dates among
employees seeking the same vacation time, seniority shall govern unless the
Company can show that the senior employee's presence in the requested period is
indispensable. Employees who are entitled to vacation who are scheduled to
perform maintenance work may schedule and take vacations in accordance with
existing practices. (The practice of permitting an employee to take a leave of
absence without pay will be continued.)

(b) An employee must take at least one (1)
week's vacation away from the job per contract year unless otherwise mutually
agreed by the Company and the employee and approved by the Union.

(c) Employees must apply for vacations in
writing prior to May 1. Written rejection stating the reason why in accordance
with 7.1(a) shall be returned to the employee by June 1st or the vacation
requested shall be deemed approved.

(d) Subject to the advance approval of
management (which approval shall not be unreasonably withheld), employees may
occasionally take one-half (1/2) day of vacation. Half-days cannot be scheduled
on the annual vacation calendar.

**7.2 Vacation
Payments**

(a) Payments of vacation pay to employees will
be made in advance. If an employee is permanently laid off or resigns, vacation
pay or fraction thereof shall be payable in cash or check on the regular pay day
for the week of separation.

******7.3 Requirements**

(a) Vacations will be granted to employees who
have fulfilled the following requirements prior to May 1:

(i) An employee must have worked ninety percent
(90%) or more of the regular hours worked by the plant during his period of
employment for the twelve (12) months preceding May 1, the start of the vacation
period, to be eligible for full vacation earned.

(ii) Three-fifths (3/5ths) of full vacation
earned if employee has worked eighty percent (80%) of the plant hours
scheduled.

(iii) No vacation earned if employee has worked
less than eighty percent (80%) of the plant hours scheduled.

(iv) Overtime hours worked shall be included in
determining whether an employee has met the requirements of subsections (i) and
(ii).

(v) For apprentices, vacation accruals will
begin once the employee has been with the Company for three (3) months and will
be retroactive to his date of hire.

(b) For the purpose of determining whether the
requirements above have been fulfilled and in computing the amount of vacation
to which an employee is entitled under Section 7.4 below, the following
additional rules shall govern:

(i) Temporary layoff of sixty (60) days or over,
USWA strike time or shutdowns due to business conditions do not count as earned
time but do not terminate length of accumulated service. Permanent layoff,
resignation, or discharge breaks length of service. If an employee is
temporarily laid off and later asked to return to work with a guarantee of at
least three (3) months' work and refuses to do so, then this constitutes a break
in his length of service. If he is employed at a later date, it will be
necessary to begin anew to build up years of service and earned time. Example: A
man works two (2) years for one (1) employer and then is laid off for a period
of nine (9) months. At the end of nine (9) months he returns to work for the
same employer and works two (2) more years. His earned time is four (4)
years.

(ii) An employee who has been employed by the
Company for at least six (6) months shall be credited with up to a maximum
period of one (1) year, time lost by employee's sickness or accident or absence
sanctioned by management in writing, as earned timed and accordingly the
employee will be paid vacation pay.

Example: A man works two (2) years and three (3)
months for one (1) employer and then is absent from work for nine (9) months
because of sickness. At the end of the nine (9) months' sickness, he returns to
work. The earned time is three (3) years. If, after receiving vacation pay he
then only works another two (2) months, he is entitled to two-twelfths (2/12ths)
of two (2) weeks' vacation; six (6) months, six-twelfths (6/12ths) of two (2)
weeks, and so forth.

**7.4 Amount of
Vacation**

Vacations will be granted to employees as
follows:

(a) First (1st) Week. One (1) week's vacation or
fraction thereof will be granted employees with less than one (1) year of
industry service on May 1 based upon the number of months he has been employed
in accordance with the table below. This will establish him on a May 1 to May 1
basis for future vacation calculations.

Length of Industry Service
Vacation

1 mo. 1/12 of a week 3.3 hours

2 mos. 2/12 of a week 6.6 hours

3 mos. 3/12 of a week 10.0 hours

4 mos. 4/12 of a week 13.3 hours

5 mos. 5/12 of a week 16.5 hours

6 mos. 6/12 of a week 20.0 hours

7 mos. 7/12 of a week 23.1 hours

8 mos. 8/12 of a week 26.4 hours

9 mos. 9/12 of a week 30.0 hours

10 mos. 10/12 of a week 33.0 hours

11 mos. 11/12 of a week 36.3 hours

12 mos. 1 week 40.0 hours

(b) Second (2nd) Week. Employees with one (1) or
more years of industry service on May 1 shall be entitled to two (2) weeks'
vacation or any fraction thereof computed in accordance with the following
table:

Length of Industry Service
Vacation

1 mo. 1/12 of 2 weeks 6.6 hours

2 mos. 2/12 of 2 weeks 13.3 hours

3 mos. 3/12 of 2 weeks 20.0 hours

4 mos. 4/12 of 2 weeks 26.6 hours

5 mos. 5/12 of 2 weeks 33.3 hours

6 mos. 6/12 of 2 weeks 40.0 hours

7 mos. 7/12 of 2 weeks 46.6 hours

8 mos. 8/12 of 2 weeks 53.3 hours

9 mos. 9/12 of 2 weeks 60.0 hours

10 mos. 10/12 of 2 weeks 66.6 hours

11 mos. 11/12 of 2 weeks 73.3 hours

12 mos. 2 weeks 80.0 hours

(c) Third (3rd) Week. Employees will be granted
a third (3rd) week's vacation or fraction thereof computed on a May 1 to May 1
basis beginning with the second (2nd) May of his continuous employment in the
industry as follows:

2nd May - 1 day - 8 hours

3rd May - 2 days - 16 hours

4th May - 3 days - 24 hours

5th May - 1 week - 40 hours

Payment for such third (3rd) week's vacation or
fraction thereof will be paid in accordance with Section 7.2 of this
Article.

(d) Fourth (4th) Week. Employees will be granted
a fourth (4th) week's vacation computed on a May 1 to May 1 basis beginning with
the twenty-fifth (25th) May of his continuous employment with the Company.
Payment for such fourth (4th) week of vacation shall be in accordance with
7.2(a).

Employees will be granted a fourth (4th) week's
vacation or fraction thereof computed on a May 1 to May 1 basis beginning with
the twenty-first (21st) May of his continuous employment with the Company as
follows:

21st May - 1 day - 8 hours

22nd May - 2 days - 16 hours

23rd May - 3 days - 24 hours

24th May - 4 days - 32 hours

25th May - 5 days - 40 hours

(e) Such vacation (time off) or vacation pay
shall be paid at the straight time hourly rate of pay in effect for said
employees at the time of taking vacation or receiving fractional vacation pay
upon separation from employment. In figuring all earned vacation, a percentage
of the regular straight time hours worked during the year preceding May 1 will
be used to determine the vacation pay. Overtime is not to be used in computing
vacation time.

Vacation pay and vacation bonuses shall include
shift premiums for employees regularly assigned to the second (2nd) or third
(3rd) shifts, as the case may be, when such vacation or bonus

pay becomes due and payable.

(f) For the purpose of this Article, an
employee's industry service shall be deemed terminated in the event the employee
voluntarily leaves the industry.

(g) For the purpose of computing vacation pay or
fractions thereof, an employee hired on or before the fifteenth (15th) day of a
month shall be credited with the full pro rata vacation pay otherwise attributed
to that month, and an employee hired after the fifteenth (15th) day of a month
shall not be credited with any pro rata vacation pay for that month. An employee
whose employment terminates on or after the fifteenth (15th) of the month shall
be credited with full pro rata vacation pay otherwise attributable to that
month. An employee whose employment terminates before the fifteenth (15th) of
the month shall not be credited with pro rata vacation pay for that month.

EXAMPLE: A man comes to work on February 13,
1980. On May 1, 1980 he has completed three (3) months of employment and he is
entitled to fractional vacation pay of three-twelfths (3/12ths) of one (1) week.
On May 1, 1981, the second (2nd) May of his employment, he is entitled to two
(2) weeks' vacation pay payable at vacation time and one (1) day of vacation
payable on the fourth (4th) regular pay day after his return to work. On May 1,
1982, he would be entitled to two (2) weeks and two (2) days; May 1, 1983 -two
(2) weeks and three (3) days; and May 1, 1984 - three (3) weeks. It is assumed
in this example that the man worked at least ninety percent (90%) of the
scheduled hours worked by the plant during each of the applicable twelve (12)
month periods. If he has worked eighty percent (80%) of the time, he will
receive three-fifths (3/5ths) of the vacation pay otherwise due.

******7.5 Severance of
Employment**

A new employee or an employee who is laid off,
discharged or quits is to be allowed the vacation benefit to which he is
entitled under Section 7.4 above, prorated according to his months of service;
for example, one (1) month = 1/12th; three (3) months = 3/12ths; ten (10) Months
= 10/12ths; etc. Employees discharged for cause shall not be eligible for pro
rata vacation.

**ARTICLE
8**

**Bereavement/Birth of a
Child**

**8.1 Five (5) Day
Bereavement**

In the event an employee suffers the death of
his child/stepchild, spouse, mother or father, and the funeral and its
arrangements occur during the employee's scheduled workdays, the employee shall
be allowed up to five (5) days off with pay, at his rate of pay.

******8.2 Three (3) Day Bereavement**

In the event an employee suffers the death of
his brother, sister, stepmother, stepfather, spouse's father, spouse's mother,
grandchild, and the funeral and its arrangements occur during the employee's
scheduled workdays, the employee shall be allowed up to three (3) days off with
pay, at his rate of pay. In the event an employee suffers the death of his
spouse's stepmother or stepfather and the funeral and its arrangements occur
during the employee's scheduled workdays, the employee shall be allowed up to
three (3) days off with pay, at his rate of pay.

**8.3 Internment**

If interment is postponed to a later date and
occurs during the employee's scheduled work day, the employee may take one (1)
of the three (3) foregoing days off with pay on the day of
interment.

**8.4 One (1) Day
Bereavement**

If an Employee attends the funeral of a
significant other, an in-law, grandparent or the grandparent of his spouse or
his spouse's brother or sister and it takes place on a day when he otherwise
would have worked, he shall not suffer a loss of any straight time pay for that
day. ******

Any paid days off to which an employee is
entitled under this Article shall include second (2nd) and/or third (3rd) shift
premiums, as the case may be, if the employee is assigned to such shift on the
day(s) for which he is entitled to such pay.

**8.5 Birth or Adoption of a
Child**

An********employee will be entitled to one (1) day off
with pay for the birth of the employee's biological child or the day of adoption
of a child.

**ARTICLE
9**

**Insurance**

**9.1 Insurance**

The Company agrees to provide group insurance to
employees and dependents as set forth herein.

**9.2 Benefits**

(a) The health and welfare plan administered by
the Company or its administrator as selected by the Company shall provide for
benefits as follows:

(i) Group Term Life Insurance - $50,000
effective May 1, 2000, $55,000 effective May 1, 2001, and $60,000 effective May
1, 2002.

(ii) Sickness and Accident Insurance - $310.00
per week effective May 1, 2000; $315.00 per week effective May 1, 2001; and
$320.00 per week effective May 1, 2002 for fifty-two (52) weeks with a Social
Security offset for the last twenty-six (26) weeks thereof; eligibility
commences on the first (1st) day of accident or hospitalized sickness and the
fifth (5th) day of non-hospitalized sickness. If an employee qualifies for
sickness and accident insurance because of five (5) days of non-hospitalized
sickness and remains qualified for at least one (1) additional week, the Company
will pay the employee the current rate for the unpaid five (5) day qualifying
period.

(iii) Accidental Death or Dismemberment
Insurance - maximum $50,000 effective May 1, 2000, $55,000 effective May 1, 2001
and $60,000 effective May 1, 2002.

(iv) Paid-up Term Life Insurance.

(1) Employees with ten (10) or more years of
service retiring on a regular pension will be given a $6,000 term insurance
policy or other funding mechanism on terms satisfactory to the
Union.

(2) Employees with ten (10) or more years of
service retiring on an early retirement pension will be covered by a regular
$6,000 term insurance policy or other funding mechanism on terms satisfactory to
the Union; or until age sixty-five (65) when it will be eliminated and replaced
by a $6,000 term insurance policy or other funding mechanism on terms
satisfactory to the Union.

(3) Any employee with ten (10) or more years of
service becoming totally disabled after May 1, 1981 will continue to receive
coverage for the full amount of life insurance then in effect until he becomes
substantially employed, as determined by the Company and Union at which time the
insurance will be eliminated completely; or until age sixty-five (65) when it
will be eliminated and replaced by a $6,000 term insurance policy or other
funding mechanism on terms satisfactory to the Union.

(4) The full amount of life insurance shall
apply to employees with at least ten (10) years service, and the amount of
insurance shall be prorated down by years of service for employees with less
than ten (10) years of service.

(v) Health Insurance - The Company shall provide
two (2) health insurance plans equivalent to the Blue Cross Vermont Health
Partnership (VHP) and the Blue Cross JY Plan, subject to the following general
conditions:

(1) The employee has the option of selecting the
VHP or JY plan, without any pressure to select either option.

(2) There shall be two (2) periods of open
enrollment in the first (1st) year, one each year
thereafter.

(3) The contracts shall continue to be a level
of benefits contract, requiring that JY level of benefits will be made available
to all employees, and allowing VHP as an optional level of benefits that can be
offered by the Company for those who select.

(4) Changes to either plan can be implemented at
any time only when mutually agreed upon between both labor unions and
management. Other insurers and third party administrators can be used as long as
there is no reduction in benefit level at the time of change, and only with the
mutual agreement of both unions and management.

(5) Employees selecting the JY plan shall be
required to pay seventeen percent (17%) of the premium. Employees selecting VHP
shall be required to pay twelve percent (12%) of the premium.

(6) There shall be a dental plan, with one
hundred percent (100%), sixty percent (60%) and zero percent (0%) coverage at
the level of benefits described on the Delta quote provided to all employees who
obtain health insurance under VHP. The employee contribution to the premium
shall be twelve percent (12%).

(7) There shall be a vision plan at the level of
benefits described as Vision Service Plan "A" with a Twenty Dollar ($20.00) per
year eye exam and Twenty Dollar ($20.00) every two (2) year material charge made
available to all employees who obtain health insurance on both JY and VHP plans.
Employees on the JY Plan will pay seventeen percent (17%) of the premium and
employees on the VHP Plan shall pay twelve percent (12%) of the
premium.

(b) The insurance benefits which are provided
for by the Company shall be described in a brochure which shall be distributed
to employees by the Company. The terms and conditions under which such benefits
are provided are governed by insurance agreements between the Company and its
insurance carriers.

**9.3 Contributions**

The Company shall maintain life insurance
coverage for three (3) months and shall continue its contributions for the
health insurance coverage of a laid-off employee for three (3) calendar months
(provided the employee makes his contribution if any is required). If the
employee is laid off on or before the fifteen (15th) of a month, that month
shall be considered the first of the three (3) months; and if the employee is
laid off after the fifteenth (15th) of a month, the following calendar month
shall be considered the first (1st) of the three (3) months. If an active
employee dies, the Company will continue health insurance coverage for
qualifying survivors (if any) for a period of three (3) months at no cost to
said survivor(s). This provision shall not apply to employees on layoff, Workers
Compensation, or sickness and accident insurance. To keep policies in force,
both Company and employee must pay his share while the employee is off the job
because of sickness and accident, strike or lockout or any other suspension in
the industry beyond the control of either management or labor.

******9.4 Disability**

If an employee is permanently and totally
disabled, the Company shall continue its contribution for up to six (6) months,
as described in previous section "Contributions." Thereafter, the Company will
provide such health insurance contributions (provided the employee makes his
contribution, if any is required) for five (5) years from the date when he
ceased to work due to such disability. At the end of such five (5) year period,
the Company shall thereafter continue its contributions for individual coverage
only, as long as the employee is permanently and totally disabled, or until he
reaches age sixty-five (65), whichever occurs sooner; provided, that the Company
will not make any contributions described in this subsection (a) during any
period when the employee or his spouse is employed and group health insurance
benefits are available to them, or after he reaches age sixty-five (65). The
Company and the Union may amend this subsection in their
discretion.

**9.5 Retired
Employees**

Effective May 2, 1981, any employee who has
retired between April 30, 1975 and April 28, 1990 under the provisions of the
Barre Belt Granite Employer-Union Pension Plan shall be allowed to continue
group insurance coverage in the amount of $3,000 of term insurance, subject to
any applicable insurance carrier rules and regulations. The full cost of such
coverage will be paid by the retired employee at the group rate applicable to
the term life insurance including such insurance for retired employees being
provided through the Company. The premium to be paid by such retired employee.
The Company agrees to pay one (1) month's health care premium for each five (5)
years of service with the Company, up to a maximum of two (2) month's
premium.

**9.6 Consultant**

The Company is authorized to utilize the
services of an impartial professional consultant as deemed necessary to advise
concerning the proper operation of the insurance program.

**9.7 Insurance
Objectives**

The parties agree to consider and implement by
agreement health insurance cost containment measures with a view to improving
and increasing the quality and efficiency of health care.

**9.8 Delinquency**

If the Company is delinquent more than thirty
(30) days pursuant to this section; if the Union gives written notice to the
Company of its intent to withhold the services of employees; and if the Company
has not cured the delinquency by the appropriate payment or by entering into an
arrangement satisfactory to the Trustees by the sixtieth (60th) day after the
delinquency began; then the Union shall have the right to withhold the services
of employees beginning on the sixtieth (60th) day of delinquency or fifteen (15)
days after notice from the Union, whichever occurs later, if, and as long as,
the Company is in violation of this section. For purposes of this paragraph, the
Trustees shall be deemed to have delegated the judgment concerning whether the
appropriate payment or a satisfactory arrangement has been reached to the
Administrator. In addition, the Company shall be responsible for the payment of
all wages (including interest at the legal rate in Vermont) that would have been
earned in normal working hours during any strike called on account of delinquent
contributions.

**ARTICLE
10**

**Pension Plan
Agreement**

10.1 Merger of the Pension Plan

****The Barre Belt Granite
Employer - Union Pension Plan (the "Plan") has merged with and into the
Steelworkers Pension Trust (the "Pension Trust") pursuant to the terms of a
certain merger agreement (the "Merger Agreement") between the Plan and the
Pension Trust, the terms of which are incorporate herein by reference.
(Hereafter, the merger of the Plan and the Pension Trust is referred to as the
"Merger".)****

10.2
Incorporated Documents

****This Article 10 incorporates by
reference the terms of a Merger Agreement between the Plan and the Pension
Trust, and the provisions of the documents governing the Pension
Trust.****

10.3
Contribution Rate

The month for which the contribution is due is
referred to as the "benefit month" and the month prior to the benefit month is
referred to as the "wage month." The Employer shall contribute to the Pension
Trust each and every benefit month a sum of money equal to $1.20 per hour for
each hour worked by all Covered Employees during the wage month. Effective April
30, 2001, the contribution shall increase to $1.25 per hour. Effective April 29,
2002, the contribution shall increase to $1.30 per hour.

10.4 Covered Employees

****Covered Employees are all
employees employed within the Union's Bargaining Unit who were actively employed
by the Employer for any length of time during the wage month. The Employer is
required to make a contribution to an employee whose employment is terminated
during the wage month**.**

10.5 Hours
Worked

****The term "Hours Worked" means
not only hours actually worked by Covered Employees, but also hours not actually
worked but for which Covered Employees were paid because of vacation, holidays,
jury duty or bereavement leave.****

10.6 Payment
of Contributions

Contributions are due from the Employer on the
fifteenth (15th) day of the benefit month, commencing with the benefit month of
February 1999 and each and every month thereafter so long as this agreement is
in force.

10.7 Coverage - Newly Hired Employees Not
Previously Covered

****Newly hired employees not
previously covered by the Pension Trust are not considered Covered Employees
until the first day of the first calendar month immediately after the
commencement of employment. Such calendar month is the new employee's first
benefit month. The immediately preceding calendar month is the employee's first
wage month.****

10.8
Coverage - Newly Hired Employees Who Were Previously Covered

****Newly hired employees
previously covered by the Pension Trust are considered Covered Employees as of
the first day of the first calendar month immediately after the commencement of
employment. This calendar month is the employee's first benefit month and the
immediately preceding calendar month is the employee's first wage
month.****

10.9
Contribution Reports and Data

The Employer shall transmit to the Pension Trust
with each contribution a contribution report on the form furnished by the
Pension Trust on which the Employer shall report the names, status, hire and
termination dates as applicable, as well as the total hours paid to each covered
employee during the wage month. The Employer shall provide a copy of this report
to the Union. The Employer further agrees to supply to the Pension Trust such
further information as may from time to time be requested by it in connection
with the benefits provided by said Pension Trust to said employees, and to
permit audits of its books and records by the Pension Trust for the sole purpose
of determining compliance with the terms and conditions of this
Agreement.

10.10 Delinquent Employers

In the event that an Employer fails to maintain
affiliation in good standing with the Pension Trust, the Employer shall be in
violation of this Article 10, in addition to all other applicable standards.
Immediately upon termination of the Employer's affiliation with the Pension
Trust, the Union and the employees may withhold all services from the delinquent
Employer until such time as the default has been cured to the satisfaction of
the Pension Trust and the Union.****In addition, the Company shall
be responsible for the payment of all wages (including interest at the legal
rate in Vermont) that would have been earned in normal working hours during any
strike called on account of delinquent conditions.

**ARTICLE
11**

**401(k)
Plan**

**11.1 401(k) Plan**

The Company agrees to establish and administer
one (1) 401(k) program for all its Union employees which will comply with all
the requirements of ERISA, the Internal Revenue Code and any other applicable
laws.

The Company agrees to a match of thirty (30%)
percent on an employee's first $1,000 contribution per year and ten (10%)
percent thereafter per year up to the maximum contribution allowable by law per
year.

******ARTICLE 12**

**Notices**

**12.1 Bulletin
Boards**

The Company shall install a bulletin board for
joint use of the Company and Union.

**12.2 Holiday
Notice**

Before suspending operations the day before or
the day after a scheduled holiday, at least three (3) calendar days' notice must
be posted on the bulletin board.

******12.3 Emergencies**

Except in circumstances which the Company could
not reasonably foresee, at least twenty-four (24) hours' notice of any other
suspension of operations must be posted on bulletin boards stating when the
plant will close as well as when work is to be resumed.

**12.4 Plant
Bidding**

Positions either vacant or new will be posted
within the affected plant. Employees will have two (2) days to bid for the
posted job. The Company will fill the job based on seniority, ability, and
physical fitness. Ability means knowledge and/or experience relating to the job
in question at the time of the posting for the position. Should no bidder have
the immediate ability to perform the posted job and the Company has an immediate
need to fill the vacancy, the Company may hire a qualified outside applicant. If
a training period is acceptable, bidders will be given preference over outside
applicants. Situations which require extended training periods will be subject
to a negotiated wage.

**12.5 Union
Postings**

The Company agrees to post notices of official
Union business which are received by the Company from the Union.

**ARTICLE
13**

**Layoff, Recall,
Reinstatement After On-the-Job Injury**

**13.1 Layoff and
Recall**

(a) In the layoff and recall of employees,
length of service shall be recognized subject to ability and physical fitness
among employees engaged in the same category of work as enumerated in the
classifications set forth in Section 4.1(a) of this Agreement. Employees shall
have recall rights for twelve (12) months from the date of layoff.

(b) In the event a temporary seasonal layoff is
to be implemented by the Company, the Company will post an announcement of the
layoff and its anticipated duration. The Company agrees that employees may elect
to take the layoff on a voluntary basis by seniority subject to ability. If all
employees with the ability to do a particular job which will be worked during
the layoff elect to take a voluntary layoff, then the Company will require the
least senior employee with the ability to do the work. The voluntary layoff will
be only for the posted duration of the layoff. If for any reason the layoff is
to be extended beyond the posted period, the Company will notify those employees
who have elected the voluntary layoff of the extension of the layoff and the
anticipated duration of the extension. Senior employees on voluntary layoff with
the ability to perform the jobs being worked during the extension of the layoff
shall have the option to displace any junior employees performing the work or
continue their voluntary layoff. This process shall continue until the end of
the layoff. In accordance with 12.1 (a), no employee may extend his voluntary
layoff beyond twelve (12) months since recall rights would be
forfeited.

(c) It is the intent of the Company to attempt
to return all employees suffering an injury on the job to their regular job as
set forth herein. An employee disabled by a compensable injury under applicable
Workers Compensation law will be reinstated by the Company when his or her
inability to work ceases provided recovery occurs within two (2) years of the
onset of the disability. An employee who recovers within two (2) years of the
onset of the disability will be reinstated to a position suitable for the
Employee given the position the Employee held at the time of the injury and the
Employee's ability to safely perform the duties of the available position. An
employee shall suffer no loss of seniority when reinstated in accordance with
this Section 13.1 (c).

**13.2 Layoffs**

Layoffs are to be by individual plant(s). Of the
laid-off personnel, the individual with the most seniority, subject to ability
and/or physical fitness, will be afforded an opportunity to "temporarily
transfer" to one of the other Rock of Ages facilities listed in Section 13.4
below if an opening exists and if he is qualified.

While temporarily employed at one of the other
Rock of Ages facilities, the employee will continue to accumulate seniority at
the plant from which the employee was laid off prior to the temporary
transfer.

**13.3 Layoff Job
Opportunity**

****Job openings at a specific
plant will be handled per section 12.4 above. In the event the Company has laid
off employees at other Company plants or Divisions covered by this contract, the
Company will offer these positions first to the laid off employee(s) by
seniority subject to ability and physical fitness before hiring outside
applicants. The employee(s) selected may either accept the available position or
elect to take a voluntary layoff any time during the initial sixty (60) day
period. The employee(s) may revert to a voluntary layoff status at his or her
option or the at the option of the Company.

****

****If the position available is
covered by another contract (i.e. Quarry) the employee(s) shall not be required
to change groups unless he/she is not returned to his/her former position within
the twelve (12) month layoff and recall period.

****

****The employee(s) shall suffer no
loss of seniority for such assignment when returned to the former position.
Employees will return to former positions by seniority, subject to ability and
physical fitness, if and when work becomes available.

****

****The Union will be immediately
notified of the employee(s) who accept assignment in another plant and/or
division. Upon acceptance these employees will initially hold the lowest
seniority in that plant and/or division.

****

****Upon recall, if an employee
does not honor a "recall notice," (return receipt requested at last known
address), or has been employed at a new plant and/or division for more than
twelve (12) months, his/her seniority at the former plant and/or division shall
be lost. The seniority date at the new plant and/or division shall be the
employee's start date with that plant and/or division except as otherwise agreed
upon between the Company, employee and Union.

****

****In the event the Union believes
the Company has not complied with this provision, the Union may bring the
situation in question to the Labor Management Team (LMT) for resolution. If the
matter cannot be resolved by the LMT, the Union shall have the right to grieve
it.

**13.4
Seniority**

****An individual seniority list
will be maintained at each of the following plants:

****

********(a) Rock of Ages Manufacturing
Plant

****

****(b) Rock of Ages Saw Plant and
Press Roll Plant

****

****(c) Rock of Ages Lawson
Plant

**13.5
Seniority Roster**

The Company shall provide the Union with a
seniority roster semi-annually, in April and October.

**ARTICLE
14**

**Union
Security**

**14.1 Union
Security**

It shall be a condition of employment that all
employees of the Company covered by this Agreement who are members of the Union
in good standing on the effective date of this Agreement shall remain members in
good standing and those who are not members on the effective date of Agreement
shall, on or before the thirty-first (31st) calendar day following the effective
date of this Agreement, become and remain members in good standing in the Union.
It shall be also a condition of employment that all employees covered by this
Agreement and hired on or after its effective date shall, on or before the
thirty-first (31st) calendar day following the beginning of such employment,
become and remain members in good standing of the Union.

**ARTICLE
15**

**Check-off**

**15.1 Check-Off**

The Company agrees to deduct each month from the
wages payable to any employee who authorizes the employer to do so, through a
signed authorization card (Union Form 530), the Union monthly dues, assessments
uniformly imposed on all members and, if owed, the Union's initiation fee. Said
amount shall be as designated by the International Treasurer of the Union. The
Company shall remit by the end of each month on Form R-115 all sums so deducted
to the International Treasurer, United Steelworkers of America, P.O. Box 400041,
Pittsburgh, PA 15268-0041.

**15.2 Union Copy**

The Company also shall transmit by the end of
each month to an officer designated by the local Union a copy of the list of
employees from whom deductions are made and the amount deducted as well as a
list of new hires during the month with their date of hire and
classification.

**15.3 Dues Penalty**

The Company will be responsible for the
deduction and collection of dues prior to final payment to the employee as a
result of quit or discharge and be liable for payment of said dues to the Union
if it fails to do so.

**15.4 Journeyman
Dues**

Journeyman employed will have dues automatically
deducted from their pay from the first (1st) day of hire and submitted according
to Article 15, Section 15.1.

**15.5 Sign-Ups**

The Company agrees to sign up new employees upon
their hire and submit the section of the Authorization Card (Union Form 530) to
the Local Union President within thirty (30) days.

**ARTICLE
16**

**Dispute
Settlement**

**16.1 Dispute
Settlement**

Any difference which may arise as to the meaning
or application of this Agreement or any memorandum agreement between the parties
as to compliance with the terms of such agreements shall be resolved as
follows:

Step 1: Between the foreman and employee
involved and/or Union Steward and/or other Union representative. Grievances must
be submitted within ten (10) workdays of the time the subject of the grievance
becomes or should have become known to the aggrieved employee or
Union.

Step 2: Between the Union Steward and/or other
Union representatives and the Plant Manager. If the matter is not settled within
five (5) workdays of initiating this step, it may be referred to Step
3.

Step 3: Between the Union Representative and/or
Union Steward and the Division Vice President and/or the Plant Manager. If the
matter is not settled at this step, then a formal written grievance will be
submitted within five (5) working days.

Step 4: Between the United Steelworkers of
America Staff Representative, Local Union #4 President, the President of the
Company, the Division Vice President and/or the Plant Manager. If the matter is
not settled within five (5) working days of initiating this step, it may be
referred to Step 5.

Step 5: Submit the grievance to arbitration and
pursuant to existing voluntary labor arbitration rules of the American
Arbitration Association within thirty (30) days following the Step 4 answer. The
Arbitrator shall have no authority to alter in any way the terms and conditions
of this Agreement and shall confine his decision to a determination of the facts
and an interpretation and application of this Agreement. The decision of the
Arbitrator shall be final and binding on all parties. The fees and expenses
associated with arbitration of the grievance shall be borne equally by the
parties to the grievance or dispute.

In the event a difference is not appealed to the
next succeeding step of the above procedure within the time limit specified, the
right of appeal shall be lost.

The aggrieved employee may attend any steps of
the grievance procedures. Time limits may be extended by mutual
agreement.

**16.2 Company
Grievances**

Grievances may be initiated by the Company. The
grievance shall be discussed between the Company representative and the Steward,
Local Union President or other Union representative. In the event such
difference is not settled through such discussion, the dispute will be further
processed in accordance with the provisions of Section 16.1, Steps 3, 4,
5.

******16.3 Signed Grievances**

Grievances processed in accordance with the
provisions of this Article must be in writing and signed by the grieving party
for submission to Step 4 and succeeding Steps. It is mutually understood that
the words "Foreman" or "Plant Manager" may be replaced by the word "Company"
where appropriate. Time limits may be extended by mutual
agreement.

**16.4 Rules**

The Union agrees that during the term of this
Agreement neither the Union nor its members shall encourage or engage in any
strikes, stoppages, slowdowns or other interruption of work, and the Company
agrees that there shall be no lockouts.

It is understood and agreed that in the event of
any alleged violation of this Agreement, which violation is not authorized or
ratified by the International Union, there shall be no liability for damages on
the part of said International Union, Local Union or any of their officers or
agents, and the sole recourse and exclusive remedies of the Company shall, in
such event, be those which are specifically provided for in this
Agreement.

It is understood and agreed that in the event of
any strike, work stoppage, interruption or impeding of work on the part of any
employee during the life of the Agreement, there shall be no liability on the
part of the International Union, Local Union or any of their officers or agents,
provided such strike, work stoppage, interruption or impeding of work was not
authorized or ratified by the International Union, Local Union or any of their
officers or agents, and provided further that, upon the occurrence of such
unauthorized strike, work stoppage, interruption or impeding of work, the
International Union or the Local Union shall, upon request of the Company,
notify the employees involved that such action by said employees was
unauthorized and direct said employees to return to work promptly, and shall
take further steps as are reasonable and appropriate under the circumstances to
bring about a termination of such unauthorized strike, work stoppage,
interruption or impeding of work, impose such disciplinary measures upon the
employees involved as are not inconsistent with the provisions of this
Agreement.

**ARTICLE
17**

**Plant
Access**

**17.1 Plant Access**

It is agreed that a representative of the Union
shall be permitted to enter any Rock of Ages property covered by this Agreement
during working hours for the purpose of administering the provisions of this
Agreement. A committee wishing to enter any Rock of Ages property covered by
this Agreement during working hours must first get permission at the office.

**ARTICLE 18**

**Nondiscrimination**

**18.1 Non
Discrimination**

There shall be no discrimination for or against
any employee because of his performing the duties of a Union Officer or
committeeman. The Company shall comply with applicable laws prohibiting
discrimination against employees on account of race, color, sex, sexual
orientation, religion, national origin, or age. Any reference in this Agreement
to one gender shall be deemed to apply equally to the other.

**ARTICLE
19**

**Public
Insurance**

**19.1 Reinstatement to
Job**

It is the intent of the Company to attempt to
return all employees suffering an injury on the job to their regular job as set
forth herein. An Employee disabled by a compensable injury under applicable
Workers Compensation law will be reinstated by the Company when his or her
inability to work ceases provided recovery occurs within two (2) years of the
onset of the disability will be reinstated to his former job or one suitable
under the law given the position the Employee held at the time of the injury and
the Employee's ability to safely perform the duties of the available position.
An Employee shall suffer no loss of seniority when reinstated in accordance with
this Section 19.1.

**19.2 Unemployment/Workers
Compensation**

The Company agrees to comply with applicable
laws governing Unemployment Compensation Insurance and Workers' Compensation
Insurance for employees.

**ARTICLE
20**

**Mutual
Cooperation**

**20.1 Mutual
Cooperation**

The Company and the Union agree that, for the
best interest of the employees, the Company and the community as a whole, they
favor and will encourage the progress and growth of the Granite Industry in
Vermont.

The Company shall not be restricted in his
manning of and assignment of operations to existing, new or automated equipment
and systems which do not impose an unreasonable safety hazard to employees or
require an unreasonable workload.

The Company agrees that, in the operation of
equipment the present jurisdiction of the Union will be preserved. The Company
further agrees that employees covered by the Agreement shall be given reasonable
opportunity to become proficient with new equipment.

The Company agrees to allow the Union Business
Representative/President or the Health and Safety Chairman the opportunity to
sit in on health and safety meetings and shall provide to the Union at least
three (3) days prior notice of the date, time and place of said
meeting.

**ARTICLE
21**

**Labor Management
Team**

**21.1 Labor-Management Team
(LMT)**

It is mutually agreed to form a Labor Management
Team (LMT) composed equally of Union representatives and management
representatives in such total number as may be agreed from time to time by the
Union and Company. The LMT shall meet at lease monthly to discuss and resolve
issues of safety, health, betterment, interdivisional job opportunities,
productivity and other items as may be appropriate.

A quarterly schedule will be provided by
management. Two (2) employee representatives per plant will be paid overtime pay
for any meetings held outside their scheduled shift. The Local Union President
or his representative will be allowed to attend and participate in these
meetings.

The LMT is intended to increase joint
cooperation and develop an active employee involvement process. These efforts
shall not interfere with any provisions of this Agreement nor circumvent the
grievance procedure, nor interfere with management's rights, but it is a goal of
the LMT to avoid circumstances or practices which could give rise to a claim by
either party that the provisions of this Agreement were not adhered to and to
create an atmosphere of cooperation so as to minimize events leading to
grievances.

The LMT may have various divisions or advisory
groups as mutually agreed and may meet jointly with USWA LMTs formed in other
divisions at the Company.

The objectives of the LMT will also focus on
increasing customer service and satisfaction, more effective methods of
operation, enhancing employee morale and creating and assuring full and open
communication among employees and the Company. The LMT will analyze and solve
identified problems and participate and support in the implementation of agreed
solutions. The LMT will also investigate and recommend actions to the Company
and Union to increase employee involvement and responsibility in the areas of
production, production teams, and quality control.

The Company shall forward minutes of LMT
meetings to the Union and LMT members within ten (10) days of the meeting. The
minutes shall include the names of those in attendance, and the date, time and
place of the meeting.

**ARTICLE
22**

**Safety
Measures**

**22.1 Safety
Glasses**

The Company shall provide safety glasses for its
employees, upon the request of such employees. If an employee needs prescription
safety glasses, he shall pay for his own eye examination and shall furnish the
prescription to the Company. The Company shall then provide such prescription
glasses at no additional cost to the employee. Broken safety glasses shall be
replaced by the Company on a reasonable basis.

**22.2
Miscellaneous**

(a) The Company agrees that all stands for the
washing of granite shall be properly housed.

(b) No machinery shall be greased or oiled while
in operation, with such exceptions as may be determined by the LMT or safety
committees in respective plants. No engine shafting or machinery shall be
started in any plant without giving a warning, either by whistle or
bell.

(c) Dust control equipment shall at all times be
maintained in efficient working order and use. Inspections shall be carried out
at the request of the Company or Union by the state unit charged with industrial
hygiene or the United States Public Health Service and reports of inspections
given to both the manager, owner, superintendent, or other responsible person of
the particular Company and to the Union.

(d) Drinking water with sanitary bubblers must
be furnished in every plant.

(e) Toilets connected with running water must
always be kept in sanitary condition, thoroughly boxed in and ventilated so as
to eliminate all odors in conformity with health laws.

(f) All overhead cranes will have a device
installed which will either automatically or manually be sounded (by the
operator) to give warning to other employees when stones or any other materials
are being carried through the plant. Horns will be installed on all forklifts
which will automatically or manually be sounded (by the operator) to give
warnings while operating.

(g) The Company will provide measuring tapes,
where required, and aprons and boots to employees on the washstand as long as
the employee turns in the above for replacement when necessary.

(h) Once a year, the Company will pay up to
sixty dollars ($60.00) toward the cost of an approved pair of boots . Boots worn
out on the job will be replaced on the same basis, with prior approval.

**22.3 Plant Heat**

Cutting plants and air for pneumatic machines to
be heated to at least sixty (60) degrees. Hot water must also be provided. If
the Union initiates a grievance for the Company's failure to heat the plant to
sixty (60) degrees, the arbitrator is authorized to impose a penalty of two (2)
hours' pay for time lost due to lack of heat. The arbitrator shall be authorized
to impose a penalty of up to four (4) hours' pay in situations where the Company
has been found to have repeatedly failed to heat the plant as required under
this Section and if the arbitrator finds that the circumstances of such
violations warrant an additional penalty. The Company, Union and employees will
continue existing practices of cooperating in emergency situations and in cases
of extreme weather.

******22.4 Consultation and
Enforcement**

(a) The Company will confer with the Union
through the LMT regarding safety and other rules and regulations affecting the
health, safety and comfort of the employees.

(b) The Union agrees to cooperate with the
Company in enforcing safety rules and practices in an effort to reduce hazards
and insure safe working conditions.

**22.5 Legal
Obligations**

Any National, State or Municipal law enacted for
the betterment of wages or working conditions in the granite trade will not be
violated. The employees must utilize safety equipment required by any National,
State or Municipal law.

**ARTICLE
23**

**Probationary
Period**

**23.1 Probationary
Period**

There shall be a probationary period of thirty
(30) calendar days for journeymen (sixty (60) days for apprentices), excluding
shutdowns/layoffs, with the right to extend such probationary period by mutual
agreement. A discharge during the probationary period shall not be subject to
the grievance or arbitration provisions of this Agreement. Upon completion of
the probationary period, the employee's seniority date shall be retroactive to
his most recent date of hire.

**ARTICLE
24**

**Apprentices**

**24.1 Apprentices**

The term of apprenticeship shall be one (1)
year. If the Company employs apprentices, it must have two (2) journeymen,
lumpers, boxers/washstand to each apprentice it employs. An apprentice, one (1)
year after starting to work, as such, shall, regardless of the hours during that
period, receive the minimum rate of pay for journeymen.

**24.2 Reduction of
Work**

It is agreed that in the event of reduction of
work an apprentice may be required to do work by the Company below the standard
work week and on overtime and Saturday work, such work as may be available shall
be done by journeymen, lumpers and boxers/washstand employees.

**24.3 Apprentice
Wages**

Apprentice wage rates shall be as set forth in
Section 4.1(d).

**ARTICLE
25**

**Leaves of
Absence**

**25.1 General Leave of Absence -
Leave**

Any employee may be granted a period of ninety
(90) days' leave of absence in any one (1) calendar year without pay and without
loss of seniority with the consent of the Company and the Union. Such employee
is forbidden to accept employment elsewhere for wages; except that an employee
who is granted a leave of absence for reasons of health may accept employment
during such leave of absence. Upon the request of the Company, the employee
shall secure a doctor's certificate with respect to his condition of health.
Employees granted a leave of absence for reasons of health shall accumulate
seniority during such leave of absence.

**25.2 Union Leave**

Management agrees to grant, on request, a leave
of absence to employees for Union activities or political purposes when request
is made in writing and such time will not be deductible from an employee's
earned time. The seniority for such employees shall accumulate for a maximum
period of one (1) year during such leave of absence.

**25.3 Presidential - Executive Board
Leave**

An employee who is a member of the Union
Executive Board shall be granted a leave of absence of up to three (3) years to
serve as full-time President of the Union. During such leave he shall accumulate
industry service and shall retain seniority with the Company as of the date the
leave begins; he shall not be eligible for wages or fringe
benefits.

******ARTICLE 26**

**Discipline/Discharge**

**26.1
Discipline/Discharge**

An employee who has completed his probationary
period shall not be discharged or otherwise disciplined without just cause. A
copy of written disciplinary action taken against an employee shall be sent to
the Local Union office within ten (10) days of its issuance. Failure to notify
the Union in writing as set forth above will constitute the warning being null
and void.

**26.2 Written
Warnings**

The Company and Union agree that a written
warning more than eighteen (18) months old may not be used as the justification
for discipline or discharge of an Employee. Subject to the immediately preceding
sentence, in progressive discipline cases, the Company will continue to consider
in accordance with past practice that a written warning or suspension without a
follow-up discipline or suspension for the same cause for a period of three (3)
months as restarting the progressive discipline process from the next succeeding
written warning or suspension for the same cause. Nothing in this section shall
be construed to prevent the Company from discharging or otherwise disciplining
an Employee for just cause or to prevent the Company and the Union from keeping
all disciplinary reports in an employee's personnel file and providing the same
to the appropriate parties under the Dispute Settlement procedures of Article
16.

**ARTICLE
27**

**Interdivisional Maintenance
Work**

**27.1 Interdivisional
Maintenance** **Work**

The Company has two (2) maintenance groups, one
(1) at the plant division (manufacturing plant, press roll plant, and saw plant)
and the other at the quarries division. The Union understands that there is a
need for flexibility at the Company to assure that all equipment operates
efficiently and is repaired in a timely fashion. The Company understands that
the seniority of both maintenance groups must be separate and that maintenance
employees will normally work in their division.

The Company and Union agree that the Company may
assign maintenance employees in one (1) division to work temporarily in the
other division. The word temporarily is understood and agreed to cover sickness,
vacations, injuries, operational emergencies, and/or the scope and duration of a
particular project or projects. It is not the intent of the Company to displace
or replace a maintenance person in one (1) division with a person in
another.

In the event the Union believes the Company has
not complied with this provision, the Union may bring the situation in question
to the LMT for resolution. If the matter cannot be resolved by the LMT, the
Union shall have the right to grieve it.

**ARTICLE
28**

**Subcontracting**

**28.1
Subcontracting**

The Company agrees to subcontract bargaining
unit work only for legitimate business reasons and not to avoid the terms of the
contract. The Company will notify the Union in advance of an intent to
subcontract bargaining unit work which will result in either layoffs or a
reduction in the work week below forty (40) hours; and, upon request, will
bargain with the Union about the decision and its impact upon the
employees.

**[SIGNATURE PAGE
FOLLOWS]**

**FOR THE UNITED STEELWORKERS
OF**

**AMERICA,
AFL-CIO-CLC**

Effective May 2, 2000.

____________________________________

George Becker-USWA International
President

____________________________________

Leo W. Gerard-USWA International
Secretary-Treasurer

____________________________________

Richard Davis-USWA International Vice
Pres.,

Administration

____________________________________

Leon Lynch-USWA International Vice
Pres.,

Human Affairs

____________________________________

Louis J. Thomas, Director, District
#4

____________________________________

Lowell Alexander-USWA Staff
Representative

____________________________________

Frederick McGrath-Amalgamated Local
#4

President

____________________________________

Kenneth McLaurin-Negotiator, Unit
#53

____________________________________

Melvin Grout-Negotiator, Unit #53

___________________________________

Raymond Bellevance-Negotiator, Unit
#53

**ROCK OF AGES
CORPORATION**

____________________________________

Gerald Parrott, Vice President

Manufacturing Operations

**CALENDAR OF HOLIDAY
OBSERVANCES**

**DURING 2000 - 2003
CONTRACT**

**2000**

Memorial Day May 29 Monday

Independence Day July 4 Tuesday

Labor Day September 4 Monday

Employee Appreciation Day September 5
Tuesday

Veterans Day November 13 Monday

Thanksgiving Day November 23 Thursday

Day After Thanksgiving November 24
Friday

Christmas Day December 25 Monday

**2001**

New Years Day January 1 Monday

Day Before Town Meeting March 5
Monday

Town Meeting Day March 6 Tuesday

Memorial Day May 28 Monday

Independence Day July 4 Wednesday

Labor Day September 3 Monday

Employee Appreciation Day September 4
Tuesday

Veterans Day November 12 Monday

Thanksgiving Day November 22 Thursday

Day After Thanksgiving November 23
Friday

Christmas Day December 25 Tuesday

**2002**

New Years Day January 1 Tuesday

Day Before Town Meeting March 4
Monday

Town Meeting Day March 5 Tuesday

Memorial Day May 27 Monday

Independence Day July 4 Thursday

Labor Day September 2 Monday

Employee Appreciation Day September 3
Tuesday

Veterans Day November 18 Monday

Thanksgiving Day November 28 Thursday

Day After Thanksgiving November 29
Friday

Christmas Day December 25
Wednesday

**2003**

New Years Day January 1 Wednesday

Day Before Town Meeting March 3
Monday

Town Meeting Day March 4 Tuesday

**EXHIBIT 10.9**

**TABLE OF
CONTENTS**

********

******AGREEMENT 5**

********

******ARTICLE 1**

******Term 5**

******1.1 Term 5**

********

******ARTICLE 2**

******Hours of Work - Overtime
5**

******2.1 Hours 5**

******2.2 Overtime and Premium Pay
5**

******2.3 Call-In Pay 6**

******2.4 Subcontract 6**

******2.5 Absence from Work
6**

********

******ARTICLE 3**

******Interdivisional Job Opportunities
6**

******3.1 Layoff 6**

******3.2 Maintenance Operations
7**

********

******ARTICLE 4**

******Wages 7**

******4.1 Wage Increases and Minimum Wages
7**

******4.1(a) Job categories
8**

******4.2 Maintenance of Personal Rate
8**

******4.3 Learner and Bid Rate
9**

******4.4 Wage Adjustment 9**

******4.5 Period of Experience
9**

******4.6 Shift Differential
9**

******4.7 Supplemental Provisions
9**

******4.8 Partners in Productivity Program
11**

******4.9 Jury Duty 12**

******4.10 Cross Training
13**

********

******ARTICLE 5**

******Military Service 13**

******5.1 Military Service
13**

********

******ARTICLE 6**

******Holidays 13**

******6.1 Paid Holidays 13**

********

******ARTICLE 7**

******Vacation 14**

******7.1 General 14**

******7.2 Vacation Payments
16**

******7.3 Amount of Vacation
16**

********

******ARTICLE 8**

******Bereavement/Birth of a Child
18**

******8.1 Bereavement Pay
18**

******8.2 Birth of a Child
18**

******8.3 Five (5) Days 18**

******8.4 One (1) Day 19**

**********ARTICLE 9**

******Group Insurance 19**

******9.1 Group Insurance
19**

******9.2 Benefits 19**

******9.3 Contributions 21**

******9.4 Disability 21**

******9.5 Retired Employees
21**

******9.6 Consultant 21**

******9.7 Insurance Objectives
21**

******9.8 Delinquency 22**

******9.9 Workers Compensation
22**

********

******ARTICLE 10**

******Pension Plan Agreement
22**

******10.1 Merger of the Pension Plan
22**

******10.2 Incorporated Documents
23**

******10.3 Contribution Rate
23**

**10.4 Covered Employees
23**

**10.5 Hours Worked
23**

**10.6 Payment of Contributions
23**

**10.7 Coverage - Newly Hired
Employees Not Previously Covered 23**

**10.8 Coverage - Newly Hired
Employees Who Were Previously Covered 23**

**10.9 Contribution Reports and
Data 24**

**10.10 Delinquent Employers
24******

******.**

******ARTICLE 11**

******401(k) Plan 24**

******11.1 401 (k) Plan 24**

********

******ARTICLE 12**

******Seniority 24**

******12.1 Seniority 24**

******12.2 Seniority Rosters
26**

******12.3 General Leave of Absence
26**

******12.4 Transferring out of the Bargaining
Unit 27**

******12.5 New Employees 27**

******12.6 Seasonal Winter Layoff
27**

******12.7 Quarry Preference
28******

********

******ARTICLE 13**

******Bonus Plan 28**

******13.1 Bonus Plan 28**

******13.2 Bonus Plan Payments
29**

********

******ARTICLE 14**

******Union Security 29**

******14.1 Mandatory Membership
29**

******14.2 Location of Stewards
29**

********

******ARTICLE 15**

******Check-Off 29**

******15.1 Check-Off 29**

******15.2 Union Copy 30**

**15.3 Dues Penalty
30**

******ARTICLE 16**

******Dispute Settlement 30**

******16.1 Dispute Steps 30**

******16.2 Company Grievances
31**

******16.3 Signed Grievances
31**

******16.4 Rules 31**

********

******ARTICLE 17**

******Reserve for Inclement Weather - Power
Failure 32**

******17.1 Reserve Hours 32**

******17.2 Power Failure 33**

********

******ARTICLE 18**

******Non-discrimination 33**

******18.1 Non-discrimination
33**

********

******ARTICLE 19**

******Union Representatives
33**

******19.1 Union Representatives
33**

********

******ARTICLE 20**

******Suspension of Operations
33**

******20.1 Suspension Notice
33**

********

******ARTICLE 21**

******LABOR MANAGEMENT TEAM
34**

******21.1 LMT Formation 34**

********

******ARTICLE 22**

******Safety Rules 35**

******22.1 Safety Issues 35**

******22.2 Safety Glasses
35**

******22.3 Safety Shoes and Gloves
35**

******22.4 Rock Drilling 35**

********

******ARTICLE 23**

******Management's Rights
36**

******23.1 Management Rights
36**

********

******ARTICLE 24**

******Temporary Transfers
36**

******24.1 Temporary Transfers
36**

********

******ARTICLE 25**

******Smoking 37**

******25.1 Smoking Policy
37**

********

******ARTICLE 26**

******Discipline/Discharge
37**

******26.1 Discipline & Discharge
37**

******26.2 Written Warnings
37**

********

******ARTICLE 27**

******Summer Employees 38**

******27.1 Summer Help 38**

********

******ARTICLE 28**

******Bethel Quarry Travel Expense
38**

******28.1 Travel Expense
38**

**SIGNATORY PAGE
39**

**CALENDAR OF HOLIDAY OBSERVANCES
40******

**AGREEMENT**

Agreement entered into as of May 1, 2000 by and
between ROCK OF AGES Corp. - Quarry Division ("The Company"), its successors and
assigns, and the UNITED STEELWORKERS OF AMERICA, AFL-CIO-CLC, on behalf of
Amalgamated Local #4 ("The Union"). In consideration of the mutual covenants
herein contained, it is agreed as follows:****

**ARTICLE
1**

**Term**

1.1 Term

This Agreement shall be effective May 1, 2000
and shall continue in full force and effect through April 25, 2003 and from year
to year thereafter, unless either party gives notice to the other, not less than
sixty (60) days prior to April 25, 2003 or prior to May 1 of any year
thereafter, that it desires to alter, amend or terminate any or all of the terms
hereof.****

**ARTICLE
2**

**Hours of Work -
Overtime**

2.1 Hours****

The normal work week will be eight (8) hours per
day and forty (40) hours per week, Monday through Friday. Normal work hours are
7:00 am to 12:00 Noon and 12:30 pm to 3:30 pm.****

Employees are to be in the riding box or walking
into the hole at 7:00 a.m. and 12:30 p.m.. The riding box shall be on top at
12:00 Noon and 3:30 p.m.

****Hours of work are subject to change by mutual agreement
between the Company and a majority vote of Union Members or by mutual agreement
by a majority vote of the Union Members in a particular area and the Company,
after a vote is taken supervised by the Union. For purposes of this section,
Bethel and Barre shall be considered separate areas. Areas within Barre will be
considered when requested by the parties.

2.2 Overtime and Premium Pay

(a) Employees shall receive time and one-half
pay for all hours worked outside the regular working hours as prescribed in
Section 2. I and for time worked during the normal lunch period. Employees who
work on Saturdays shall receive time and one-half pay. Work shall be regarded as
being performed on Saturday only if an employee's shift begins on Saturday.
Employees who work on a Sunday or New Year's Day shall receive double time pay
for hours worked.

Employees who work on a paid holiday shall
receive holiday pay plus double time pay for hours worked.

(b) Overtime will be distributed as equitably as
possible and will be assigned to employees who regularly work in the area
requiring the overtime, unless special circumstances prevent such assignments.
If unassigned work is to be performed, "area" refers to a specific quarry, such
as Rock of Ages, Smith's, etc. The Company will make every effort to give as
much advance notice as possible when overtime is required, giving tentative
notice by Wednesday of the week for which Saturday work is necessary, except in
emergency circumstances.

****2.3 Call-In Pay****

If an employee is called back for unscheduled
work at the specific request of the Company, he will be guaranteed pay as
follows:

(a) If called to work on a Sunday or holiday,
the equivalent of a minimum of three (3) hours' straight time pay at his regular
hourly rate, or

(b) If called to work on a Saturday or a
scheduled non-work week day, the equivalent of a minimum of two (2) hours'
straight time pay at his regular hourly rate.

2.4 Subcontract****

The Company may subcontract work, provided the
intent is not to deprive employees of their normal employment.

****2.5 Absence from Work****

Employees are obligated to give notice to the
Company on the day they are not able to report to work. This should be as soon
as possible and include the reason for absence or lateness. An absence of three
(3) consecutive scheduled workdays without notifying the Company will subject
the employee to discipline, up to and including discharge. The quarry office
phone number is 802-476-3121.

**ARTICLE
3**

**Interdivisional Job
Opportunities**

**3.1 Layoff**

In the event of a layoff of employees covered by
this contract and if the Company has need for additional manpower in any of its
other divisions in Barre or Bethel who are covered by contracts with the Union,
the Company will offer these positions to the laid-off employees by seniority
subject to ability and physical fitness and a sixty (60) day, probationary
period. The employee selected may accept the position offered or elect to take
the layoff. During the probationary period, the successful employee may revert
to layoff status at his option. If the position available is covered by a
different contract, the employee shall not be required to change groups unless
he is not returned to his former position within twelve (12)
months.

The employee shall suffer no loss of seniority
for such assignment when he is returned to his former position. Employees will
be returned to their former positions by seniority if and when work becomes
available.

It is contemplated that the employees choosing
to work in a new division will be assigned entry level positions. If the
employee is assigned to a classification higher than laborer, grouter, plant
sweeper, tool grinder or quarryman, the employee shall not hold the position for
more than sixty (60) days without the consent of the Union. Those accepting
assignment in another division will be the lowest in seniority in that division.

If an employee does not honor a recall notice to
his former position, or is employed in the new division for more than twelve
(12) months, his seniority in his prior division shall be lost and his seniority
date in his new division shall be his start date with that division except if
otherwise agreed by the Company and Union.

The Company and the Union agree that as a new
and untested provision, either the Union or the Company may cancel this
provision with thirty (30) days' prior written notice of
cancellation.

**3.2 Maintenance
Operations**

The Company has two (2) maintenance groups, one
at the plant division (manufacturing plant, press roll plant and saw plant) and
the other at the quarries division. The Union understands that there is a need
for flexibility at the Company to assure that all equipment operates efficiently
and timely. The Company understand that the seniority of both maintenance groups
must be separate and that maintenance employees will normally work in their
division.

The Company and Union agree that the Company may
assign maintenance employees in one (1) division to work temporarily in the
other division. The word temporarily is understood and agreed to cover sickness,
vacations, injuries, operational emergencies, and/or the scope and duration of a
particular project or projects. It is not the intent of the Company to displace
or replace a maintenance person in one (1) division with a person in
another.

In the event the Union believes the Company has
not complied with this provision, the Union may bring the situation in question
to the LMT for resolution. If the matter cannot be resolved by the LMT, the
Union shall have the right to grieve it.

**ARTICLE
4**

**Wages**

**4.1 Wage Increases and Minimum
Wages**

Effective May 1, 2000, the minimum wage rate
shall be: $15.00

Effective April 30, 2001, the minimum wage rate
shall be: $15.40

Effective April 29, 2002, the minimum wage rate
shall be: $15.80

******4.1(a) Job categories**

**Quarry- Direct Quarry -Service
& Service Misc.**

Derrick man* Bar mech./Torch tech.*

Drill operator* Mechanic*

Hoist operator* Machinist*

Equip. operator* Welder*

Torch operator* Utility truck driver*

Wire saw operator* Piper*

Quarryman Head Rigger

Quarryman/powderman* Electrician*

Expeditor* Compressor oper.*

Rigger/Carpenter*

*Post for openings Hoist Mech./Bit
grinder*

******Definitions: Expeditor**

An expeditor will not be allowed to hire, fire
or discipline other employees. An expeditor can take the place of the foreman on
a temporary basis when the foreman is absent. Normally, the expeditor will
perform his regular job and assist the foreman as required to direct production
and work flow.

An expeditor may not take the place of a worker
or perform production work during the specific time that he is taking the place
of an absent manager. However he may demonstrate the use of any tool of the
trade for instructional purposes.

Expeditor wage premium: An expeditor will
receive at least $2.00/hr. over the minimum set wage for the quarry when
performing this job. ****

Post for openings:

Since the expeditor function is recognized as
different than the normal work function, careful consideration will be given by
management when filling positions. When determining which employee will be
awarded the position as expeditor, the provisions of Article 12.1, paragraph 3,
will be followed.

Final selection or rejection of candidates for
expeditor will rest with management, based on specific

qualifications established for the position as
determined by management. The USWA Local #4

President will be notified as to the reasons for
the acceptance or rejection of a candidate and

will have the option to discuss the decision
with the President of the Quarry Division and/or the Quarry General Manager.



**4.2 Maintenance of Personal
Rate**

All employees receiving more than the minimum
wage rate (effective May 3, 1997) for their job will retain that difference as a
personal rate for the length of this contract unless they move to a different
job, quit, terminate or retire from the Company.

******4.3 Learner and Bid Rate**

(a) A newly hired employee shall be classified
as a learner and be paid a rate of $2.00/hr.below the minimum set wage for the
quarry for the first six (6) months and $1.00 below the minimum set wage for the
second six (6) months. At the end of one (1) year the employee will receive the
minimum set wage for the quarry.

(b) Any employee who successfully bids from one
(1) job classification to a new job classification (except Learners) will be
paid thirty cents ($.30) per hour less than the minimum wage rate for a period
of one (1) year from the date of assuming the new position and thereafter will
be paid the full rate.

Any Learner subject to Section 4.3 (a) above
shall be paid the lower of the rates determined in accordance with Section 4.3
(a) or the rate under this section.

**4.4 Wage
Adjustment**

If at any time during the existence of this
Agreement a wage increase should be granted, any employee receiving more than
the minimum wage as provided in this Agreement shall receive the same wage
adjustments but for no reason shall his wages be reduced before making said
adjustments.

**4.5 Period of Experience**

Experience shall be based on time worked in a
job position. All time worked in the position as a spare operator will be
counted in determining the period of experience.

**4.6 Shift
Differential**

Any employee on a second (2nd) or third (3rd)
shift operation shall be paid a shift differential of seventy-five cents ($.75)
per hour each hour worked.

******4.7 Supplemental
Provisions**

(a) Automatic jet piercing equipment will have
one (1) operator except when working out of visual range of others in the
quarry.

(b) Only employees experienced and trained in
handling explosives will handle explosives. During the time that an employee is
handling explosives, he will receive a temporary seventy-five cents ($.75) per
hr. premium over the minimum set wage for the quarry. The employee will receive
this temporary rate of pay for each pay period regardless of how many times
explosives are handled. During pay periods when explosives are not handled, the
employee may not receive the premium.

(c) Any employee shall be furnished a competent
helper when needed.

(d) At all times when piping is being performed
from the box, two (2) men shall be employed, one (1) of whom shall be from the
area where the work is being performed.

(e) Employees shall be given time to reach a
place of safety before battery is touched off.

(f) While employees are performing work in a
quarry hole, other than burner operation, pipe line thawing and general
maintenance, a hoist operator and derrickman are to be on duty unless otherwise
agreed upon by the Union.

(g) It is mutually agreed by both parties that
types of labor performed for which no classification or minimum wage rates have
been fixed can at any time be opened by either party and submitted to the
negotiating committees of the Union and Company. The decisions of the conferees
shall be subject to ratification by the Company and the Union.

(h) A foreman or assistant foreman may not take
the place of any worker or perform any production work; he may, however,
demonstrate the use of any tool of the trade for instructional
purposes.

(i) The Company shall have at least the minimum,
and not more than the maximum spare assignees set forth below:

**Quarry-
Direct**min/max
**Quarry- Service & Service Misc.**

Derrick man 2/6 Piper 1/3

Hoist operator 3/6 Utility truck driver 1/1

Equip. operator 3/6 Rigger (aloft)/Carpenter
1/4

Wire saw operator 1/2 Compressor operator
1/3

Hoist mech./ Bit Grinder 1/2

Bit Grinder 1/1

Carpenter 1/1

All spare positions will be filled in accordance
with the provisions of Article 12. The first person bidding for the spare
position shall be designated the # 1 spare, the second person bidding for the
spare position in the same classification shall be designated the #2 spare, and
so forth. In the event of a permanent opening in the classifications listed, the
#1 spare shall be entitled to the permanent position. In the event the #1 spare
refuses the permanent position, that employee drops to the bottom of the spare
list. The permanent position will then be offered to each spare on the list in
numerical order and each spare refusing the permanent position will likewise
drop to the bottom of the spare list for that classification until the position
is filled. If none of the spares take the position, the permanent position will
be filled in accordance with the provisions of Article 12. If a permanent
position having spares is eliminated, the man eliminated from the permanent
position shall become the #1 spare. In such event, the maximum number of spares
shall be increased by the number of permanent jobs eliminated. Any employee
whose job is eliminated and becomes a spare shall not be required to drop any
other spare position he may hold. For purposes of filling any temporary
position, the Company may use any spare on the spare list for that
classification.

The Company will not use employees other than
spares to fill the temporary openings in the applicable classification, unless
the spares for a particular classification are being utilized in that
classification or are absent from work due to vacation, sickness, on-the-job
injury or off-the-job injury or for any other reason.

(j) Pay day shall be weekly. Payment for all
work done in any given week shall be made not later than Friday of the following
week. All discharged employees will receive their pay by cash or check the day
they are discharged. All laid-off employees are to receive pay by check or in
cash on the regular pay day for the week of the layoff in person or by mail at
the option of the employee. An employee leaving shall notify the Company and
having complied with this requirement shall receive his pay in cash or check on
the regular pay day for the week of separation in person or by mail at the
option of the employee.

(k) Employees who through infirmity or other
reasons are not able to earn the wage given in this Agreement may work for such
wages as may be satisfactorily agreed upon between the employee, the Union and
the Company.

**4.8 Partners in Productivity
Program**

Each regular, full-time Employee (excluding
summer employees) shall be entitled to participate in an incentive program
providing for a monthly and annual payments for production efficiency. For the
months of March through December (inclusive) each year, the Company will pay
each Employee a monthly payment of $1.00 for each .01 cubic foot of saleable
cubic feet of granite produced in the Barre and Bethel quarries per man hour
worked in that month in excess of 4.3 saleable cubic feet per man hour worked.
Payment will be made not later than the second (2nd) weekly pay period after the
close of the month.

In addition to the monthly payment the Company
will make an annual incentive payment to each Employee for the ten (10) month
period of fiscal March through December equal to $25.00 for each .01 of saleable
cubic feet produced per man hour worked in the ten (10) month period in excess
of 4.3 cubic feet per man hour worked.

The months of January and February are excluded
from both the monthly and annual incentive plan due to adverse weather
conditions and probable layoffs in those months.

Monthly saleable cubic feet produced per man
hour worked shall be determined by dividing the total saleable cubic feet
quarried from the Company's Barre and Bethel, Vermont quarries each month from
the beginning of fiscal March through the last day of quarry work in fiscal
December by the total hours worked by the Employees covered by this Agreement
during that month.

The annual payment will be based on total
saleable cubic feet quarried and total hours worked for all ten (10) months.
Total saleable cubic feet quarried shall be as determined by the Company and
reflected on its books of account. Hours worked shall not include vacations,
holidays, call out time or other paid, but unworked hours.

The President, Treasurer and Staff
Representative of the Union shall have the right to inspect the quarry
production, quarry payroll and quarry hours worked records of the Company to
verify the calculations under this section.

The annual payment will be made on the last work
day before the annual Christmas holiday with any inquired adjustment for that
last day being paid within seven (7) days. Payment will be prorated to the
nearest one hundredth (.01) of a cubic foot.

Employees who quit or are terminated during the
year shall not be entitled to any payment under this program. Employees who
retire during the year or are absent due to an on-the-job or off- the-job injury
shall receive a pro rata share based on months worked during the
year.

Employees who retire during a month or are
absent due to an on-the-job or off-the-job injury shall receive the monthly
payment on a pro rata share based on days worked in the month, except a person
who is injured on the job will receive the full monthly payment for the month
the injury occurred. In addition, absence due to vacation, holiday or
bereavement will not be considered as time away from the job for purposes of the
monthly payment.

**4.9 Jury Duty**

An employee who is required to report for jury
duty on a day when he otherwise would have worked shall receive a day's regular
straight-time pay for up to a maximum of twenty (20) days per calendar year. The
Company can require verification of jury duty served.

It is understood that if an employee is released
from jury duty so that he can reasonably report for work at least three (3)
hours before the end of his scheduled shift, he must report for work on that
day.

**4.10 Cross
Training**

(a) Drill operators will be cross trained on the
various drilling equipment. Cross training will take place as quarry operational
requirements allow. Seniority will apply in determining the priority and
scheduling individual cross training.

**ARTICLE
5**

**Military
Service**

**5.1 Military
Service**

Employees' rights shall not be forfeited because
of service with the Government during national emergencies. The Company agrees
to abide by national laws covering rehiring of veterans.

******ARTICLE 6**

**Holidays**

**6.1 Paid Holidays**

The following holidays shall be classified as
paid holidays: the day preceding Town Meeting Day, Town Meeting Day, Memorial
Day, Fourth of July, Labor Day, Veterans' Day, Thanksgiving Day, Friday after
Thanksgiving Day and Christmas Day. In addition, there shall be a paid holiday
for New Year's Day, subject to the following terms and conditions: To be
eligible for this holiday, an employee must satisfy all eligibility requirements
of this Article. In addition, the employee must work during the week in which
the New Year's holiday falls. Payment of the Christmas holiday does not affect
eligibility for the New Year's holiday.

Effective May 1, 1996 there shall be a paid
holiday for Rock of Ages Employee Appreciation Day to be observed on the Tuesday
following the Monday Labor Day holiday by all employees. The holidays will be
observed during the term of this contract on the dates shown on the attached
Calendar of Holiday Observances.

No holiday pay will be granted until an employee
has been in the employ of the Company for a period of at least thirty (30)
calendar days. If an employee quits before he has thirty (30) working days'
service, no holiday pay is due. If he is laid off or discharged through no fault
of his own before he has accumulated thirty (30) working days' service, any
holiday which fell within the period of his employment and discharge or layoff
becomes due and payable. After thirty (30) days' service, any holiday which
falls within the first thirty (30) days after a layoff becomes due and payable
to the laid-off employee.

During the week of a paid holiday, the employee
must work a minimum of a full scheduled work week excluding the holiday or
holidays less one (1) scheduled workday. Exceptions to the above rule can be
made only by prior arrangements with management. Sickness during the week of
holiday shall not disqualify an employee if he has notified his
employer.

When a holiday falls within an employee's
vacation week, the employee shall receive pay for that day in addition to
vacation pay.

If a man is injured on the job, he shall be
eligible for holiday pay for one (1) year or as long as he is receiving Worker's
Compensation provided his doctor states he will return to work.

A man absent because of an off-the-job accident
or sickness shall be eligible for paid holidays for one (1) year during such
time as he is eligible to draw accident and health benefits under the present
health and welfare plan and/or Social Security disability
benefits.

In the event of a State or Federal law affecting
the date on which holidays are celebrated, the parties hereto will negotiate
with respect to appropriate changes in this Article with the understanding that
the number of holidays will remain the same as set forth above.

Employees who are laid off during either of the
weeks in which Town Meeting days or Thanksgiving falls shall not be eligible for
holiday pay in those weeks. Instead, such employees must as individuals report
to work on the first work day following the conclusion of any such layoff and
such employees may collectively and mutually agree with the Company on days when
they will take personal days off with pay if they were otherwise eligible for
the holiday pay. Such personal days must be taken within thirty (30) days after
the first work day following the conclusion of the layoff in question and if
mutual agreement is not reached, the employees will receive pay in lieu of any
holidays to which they were entitled.

******ARTICLE 7**

**Vacation**

**7.1 General**

The vacation period will be May 1 to May 1. Each
employee shall have free choice in selecting his vacation time, and such choice
will be allowed insofar as possible. Applications for vacation shall be made to
management by May 15 of each year. If the Company has not denied the employee's
vacation request by June 1, the employee will be granted his requested vacation
period, except in emergency situations. Employees who fail to submit a vacation
request prior to May 15 will lose their right to a resolution of conflicts by
seniority as set forth in the following paragraph.

Whenever there is a conflict in dates among
employees putting in for vacation time, the employee with the longest service
with the Company shall have priority, unless the Company is able to show that
the employee's presence during the requested period is
indispensable.

Vacations shall be taken in periods of seven (7)
consecutive days within one (1) vacation period.

One (1) weeks' earned vacation, meaning time
away from the job, shall be compulsory. The above requirements may be modified
by agreement between the Company and the employee and a copy of same shall be
given to the Union. The requirement for compulsory vacation, meaning time away
from the job, shall not apply to any employee who has not worked for eight (8)
consecutive weeks as a result of layoff, injury or sickness.

Vacations will be granted to employees who have
fulfilled the following requirements prior to May 1:

(a) Employee must have worked ninety (90%)
percent or more of the regular hours worked by the quarries during his period of
employment for the twelve (12) months preceding May 1, the start of the vacation
period, to be eligible for full vacation earned.

(b) Three-fifths (3/5th) of full vacation earned
if employee has worked eighty (80%) percent of the quarry hours
schedule.

(c) No vacation earned if employee has worked
less than eighty (80%) percent of the quarry hours scheduled.

Temporary layoff of sixty (60) days or over,
USWA strike time, or shutdowns due to business conditions do not count as earned
time but do not terminate length of accumulated service.

EXAMPLE: A man works two (2) years for one (1)
employer and then is laid off for a period of nine (9) months. At the end of the
nine (9) months he returns to work for the same employer and works two (2) more
years. His earned time is four (4) years.

An employee who has been employed by the Company
for at least six (6) months shall be credited with up to a maximum period of one
(1) year, for time lost because of the employee's sickness as earned time and
accordingly the employee will be paid vacation pay. An employee who loses time
up to one (1) year due to sickness, and receives vacation pay therefor shall on
return to work where last employed be entitled to vacation pay only for such
time that he actually works.

EXAMPLE: A man works two (2) years and three
(3)months for the Company and then is absent from work for nine (9)months
because of sickness. At the end of the nine (9) months' sickness he returns to
work. The earned time is three (3) years. If, after receiving vacation pay, he
then only works another two (2) months, he is entitled to 2/12ths of one (1)
week's vacation; six (6) months, 6/12ths of one (1) week, and so forth. Time
lost by quarry shutdown, inclement weather, or absence sanctioned by management
in writing shall not be deducted from an employee's earned time.

**7.2 Vacation
Payments**

Payments for vacation pay to employees entitled
to one (1) weeks' vacation or fraction thereof will be made in advance. Vacation
pay for the second (2nd) and third (3rd) week's vacation
or fraction thereof will be made in advance of the time off or may be paid in
lieu of time off as follows: Second (2nd) week or fraction - first regular pay
day after return to work from time-off vacations. Third (3rd) week or fraction -
regular pay day preceding Christmas Day but at least one (1) week before
Christmas Day.

Such vacation (time off) or vacation pay shall
be paid at the straight time hourly rates of pay (excluding a shift premium) in
effect for said employees at the time of taking vacation or receiving fractional
vacation pay upon separation from employment. In figuring all earned vacation, a
percentage of the regular straight-time hours worked during the year preceding
May 1 will be used to determine the vacation pay. Overtime is not to be used in
computing vacation time.

******7.3 Amount of Vacation**

Vacations will be granted to employees as
follows:

(a) First Week. One (1) week's vacation or
fraction thereof will be granted employees with less than one (1) year of
industry service on May 1 based upon the number of months he has been employed
in accordance with the table below. This will establish him on a May 1 to May 1
basis for future vacation calculations.

Length of Industry Service
Vacation

1 mo. 1/12 of a week 3.3 hours

2 mos. 2/12 of a week 6.6 hours

3 mos. 3/12 of a week 10.0 hours

4 mos. 4/12 of a week 13.3 hours

5 mos. 5/12 of a week 16.5 hours

6 mos. 6/12 of a week 20.0 hours

7 mos. 7/12 of a week 23.1 hours

8 mos. 8/12 of a week 26.4 hours

9 mos. 9/12 of a week 30.0 hours

10 mos. 10/12 of a week 33.0 hours

11 mos. 11/12 of a week 36.3 hours

12 mos. 1 week 40.0 hours

(b) Second Week. Employees with one (1) or more
years of industry service on May 1 shall be entitled to two (2) weeks' vacation
or any fraction thereof computed in accordance with the following
table.

Length of Industry Service
Vacation

1 mo. 1/12 of 2 weeks 6.5 hours

2 mos. 2/12 of 2 weeks 13.3 hours

3 mos. 3/12 of 2 weeks 20.0 hours

4 mos. 4/12 of 2 weeks 26.6 hours

5 mos. 5/12 of 2 weeks 33.3 hours

6 mos. 6/12 of 2 weeks 40.0 hours

7 mos. 7/12 of 2 weeks 46.6 hours

8 mos. 8/12 of 2 weeks 53.3 hours

9 mos. 9/12 of 2 weeks 60.0 hours

10 mos. 10/12 of 2 weeks 63.6 hours

11 mos. 11/12 of 2 weeks 73.3 hours

12 mos. 2 weeks 80.0 hours

(c) Third Week. Employees will be granted a
third (3rd) week's vacation or fraction thereof computed on a May 1 to May 1
basis beginning the second (2nd) May of his continuous employment in the
industry as follows:

2nd May - 1 day - 8 hours

3rd May - 2 days - 16 hours

4th May - 3 days - 24 hours

5th May - 1 week - 40 hours

(d) Fourth Week. Employees will be granted a
fourth (4th) week's vacation computed on a May 1 to May 1 basis beginning with
the twenty-fifth (25th) May of his continuous employment with the Company.

Effective May 1, 1996 employees will be granted
a fourth (4th) week's vacation or fraction thereof computed on a May 1 to May 1
basis beginning with the twenty-first (21st) May of his continuous employment
with the Company as follows:

21st May - 1 day - 8 hours

22nd May - 2 days - 16 hours

23rd May - 3 days - 24 hours

24th May - 4 days - 32 hours

25th May - 5 days - 40 hours

For the purpose of this Article, an employee's
industry service shall be deemed terminated in the event the employee
voluntarily leaves the industry.

For the purposes of computing vacation pay or
fractions thereof, an employee hired on or before the fifteenth (l5th) day of a
month shall be credited with full pro rata vacation pay otherwise attributable
to that month, and an employee hired after the fifteenth (l5th) day of a month
shall not be credited with any pro rata vacation for that month. An employee
whose employment terminates on or after the fifteenth (15th) day of a month
shall be credited with full pro rata vacation pay otherwise attributable to that
month. An employee whose employment terminates before the fifteenth (15th) day
of a month shall not be credited with pro rata vacation for that
month.

EXAMPLE: A man comes to work on February 13,
1980. On May 1, 1980, he has completed three (3) months of employment and he is
entitled to fractional vacation pay of 3/12ths of one (1) week. On May 1, 1981,
the second (2nd) May of his employment he is entitled to two (2) weeks and one
(1) day. On May 1, 1982, he would be entitled to two (2) weeks and two (2) days;
May 1, 1983 - two (2) weeks and three (3) days; and May 1, 1984 - three (3)
weeks. It is assumed in this example that the man worked at least ninety percent
(90%) of the scheduled hours worked by the quarry during each of the applicable
twelve (12) month periods. If he has worked eighty (80%) percent of the time, he
will receive three-fifths (3/5ths) of the vacation pay otherwise due.

An employee who is laid off, discharges or quits
is to be allowed vacation benefits prorated

according to his months of service; for example,
one (1) month = 1/12th; three (3) months' =3/12ths; ten (10) months' = 10/12ths,
etc.

******ARTICLE 8**

**Bereavement/Birth of a
Child**

**8.1 Bereavement
Pay**

In the event an employee suffers the death of
his brother, sister, stepmother, stepfather, stepson, stepdaughter, spouse's
father, spouse's mother, spouse's stepmother or stepfather,

the employee shall be allowed up to three (3)
days off with pay, at the straight time hourly rate of pay. If interment is
postponed to a later date and occurs during the employee's scheduled work day,
the employee may take one (1) of the three (3) foregoing days off with pay on
the day of interment.



**8.2 Birth of a
Child**

Effective May 1, 1996, an employee will be
entitled to a day off with pay for the birth of the employee's biological child
or adoption.

******8.3 Five (5) Days**

Effective May 3, 1997 in the event an employee
suffers the death of their spouse, child, mother, father or grandchild, the
employee shall be allowed up to five (5) days off with pay, at his rate of pay.

**8.4 One (1) Day**

Effective May 3, 1997 in the event an employee
suffers the death of their "significant other", the employee shall be allowed
one (1) day off with pay, at his rate of pay. If an Employee attends the funeral
of a grandparent of his spouse or the employee's spouse's sister or brother, and
it takes place on a day when he otherwise would have worked, he shall not suffer
a loss of any straight time pay for that day.

**ARTICLE
9**

**Group
Insurance**

**9.1 Group Insurance**



The Company agrees to provide group insurance to
employees and dependents as set forth herein.

**9.2 Benefits**

(a) Effective May 1, 2000, the health and
welfare plan administered by the Company or its administrator as selected by the
Company shall provide for benefits as follows:

(i) Group Life Insurance - $50,000 effective May
1, 2000; $55,000 effective April 30, 2001; $60,000 effective April 29,
2002.

Company shall continue to provide life insurance
coverage for employees who are on laid-off status (regular and/or seasonal
winter layoffs) for up to a maximum of three (3) months.

(ii) Sickness and Accident Insurance - $310.00
per week effective May 1, 2000; $315.00 per week effective April 30, 2001,
$320.00 per week effective April 29, 2002, for 52 weeks with Social Security
offset for the last 26 weeks thereof; eligibility commences on the first (1st)
day of accident or hospitalized sickness and the fifth (5th) day of non
hospitalized sickness. Effective May 1, 2000, if an employee qualifies for
sickness and accident insurance because of five (5) days of non hospitalized
sickness and remains qualified for at least one (1) additional week, the Company
will pay the employee the $310.00 for the unpaid five (5) day qualifying
period.

(iii) Accidental Death or Dismemberment
Insurance - $50,000 effective May 1, 2000; $55,000 effective April 30, 2001;
$60,000 effective April 29, 2002.

(iv) Paid-up Term Life Insurance.

(1) Employees with ten (10) or more years of
service retiring on a regular pension will be given a $6,000 term life insurance
policy or other funding mechanism on terms satisfactory to the Union.

(2) Employees with ten (10) or more years of
service retiring on an early retirement pension will be covered by a regular
$6,000 term life insurance policy or other funding mechanism on terms
satisfactory to the Union; or until age sixty-five (65) when it will be
eliminated and replaced by a $6,000 term life insurance policy or other funding
mechanism on terms satisfactory to the Union.

(3) Any employee with ten (10) or more years of
service becoming totally disabled after May 1, 1981 will continue to receive
coverage for the full amount of life insurance then in effect until he becomes
substantially employed, as determined by the Company and Union, at which time
the insurance will be eliminated completely; or until age sixty-five (65) when
it will be eliminated and replaced by a $6,000 term insurance policy or other
funding mechanism on terms satisfactory to the Union.

(4) The full amount of life insurance shall
apply to employees with at least ten (10) years service, and the amount of
insurance shall be prorated down by years of service for employees with less
than ten (10) years of service.

(v) Health Insurance - The Company shall provide
two (2) health insurance plans equivalent to the Blue Cross Vermont Health
Partnership (VHP) and the Blue Cross JY Plan, subject to the following general
conditions:

1. The employee would have the option of
selecting the VHP or the JY, without any pressure to select either
option.

2. There shall be two (2) periods of open
enrollment in the first (1st) year, one (1) each year thereafter.

3. The contract shall continue to be a level of
benefits contract, requiring that JY level of benefits

will be made available to all employees, and
allowing VHP as an optional level of benefits that can

be offered by the company for those who
select.

4. Changes to either plan can be implemented at
any time only when mutually agreed upon between both labor unions and
management. Other insurers and third-party-administrators can be used as long as
there is no reduction in benefit level at the time of change, and only the
mutual agreement of both unions and management.

5. Employees selecting JY plan shall be required
to pay 17% of the premium. Employees selecting VHP shall be required to pay 12%
of the premium and the employees pays the visit fee.

6. There shall be a dental plan , with
100%-60%-0% coverage at the level of benefits described on the Delta quote
provided to all employees who obtain health insurance under VHP. The employee
contribution to the premium shall be 12%.

7. There shall be a vision plan at the level of
benefits described as Vision Service Plan "A" with a $20.00 per year eye exam
and $20.00 every two year material charge made available to all employees who
obtain health insurance on both JY and the VHP plans. Employees on the JY Plan
will pay 17% of the premium, and employees on the VHP Plan will pay 12% of the
premium.

(b) The insurance benefits which are provided
for by the Company shall be described in a brochure which shall be distributed
to employees by the Company. The terms and conditions under which such benefits
are provided are governed by insurance agreements between the Company and its
insurance carriers.

******9.3 Contributions**

The Company shall maintain life insurance
coverage for three (3) months and shall continue its contributions for the
health insurance coverage of a laid-off employee for three (3) calendar months
(provided the employee makes his contribution if any is required). If the
employee is laid off on or before the fifteen (15th) of a month, that
month shall be considered the first of the three (3) months; and if the employee
is laid off after the fifteenth (15th) of a month, the following
calendar month shall be considered the first (1st) of the three (3)
months. If an active employee dies, the Company will continue health insurance
coverage for qualifying survivors (if any) for a period of three (3) months at
no cost to said survivor(s). This provision shall not apply to employees on
layoff, Workers Compensation, or sickness and accident insurance. To keep
policies in force, both Company and employee must pay his share while the
employee is off the job because of sickness and accident, strike or lockout or
any other suspension in the industry beyond the control of either management or
labor.

**9.4 Disability**

If an employee is permanently and totally
disabled, the Company shall continue its contribution for up to six (6) months,
as described in previous section "Contributions," and thereafter, the Company
will provide such health insurance contributions (provided the employee makes
his contribution, if any is required) for five (5) years from the date when he
ceased to work due to such disability. The Company shall thereafter continue its
contributions, for individual coverage only, as long as the employee is
permanently and totally disabled, or until he reaches age sixty-five (65),
whichever occurs sooner; provided, that the Company will not make any
contributions described in this section during any period when the employee or
his spouse is employed and group health insurance benefits are available to
them, or after he reaches age sixty-five (65). The Company and Union may amend
this subsection by mutual Agreement.

**9.5 Retired
Employees**

Effective May 2, 1981, any employee who has
retired between April 30, 1975 and April 28, 1990 under the provisions of the
Barre Belt Granite Employer-Union Pension Plan shall be allowed to continue
group insurance coverage in the amount of $3,000 of term coverage, subject to
any applicable insurance carrier rules and regulations. The full cost of such
coverage will be paid by the retired employee at the group rate applicable to
the term life insurance including such insurance for retired employees being
provided through the Company. The premium to be paid by such retired
employee.

**9.6 Consultant**

The Company is authorized to utilize the
services of an impartial professional consultant as deemed necessary to advise
them concerning the proper operation of the insurance program.

**9.7 Insurance
Objectives**

The parties agree to consider and implement by
agreement health insurance cost containment measures with a view to improving
and increasing the quality and efficiency of health care.

**9.8 Delinquency**

If the Company is delinquent more than thirty
(30) days pursuant to this section; if the Union gives written notice to the
Company of its intent to withhold the services of employees; and if the Company
has not cured the delinquency by the appropriate payment or by entering into an
arrangement satisfactory to the Trustees by the sixtieth (60th) day after the
delinquency began; then the Union shall have the right to withhold the services
of employees of the Company beginning on the sixtieth (60th) day of delinquency
or fifteen (15) days after notice from the Union, whichever occurs later, if and
as long as the Company is in violation of this section. For purposes of this
paragraph, the Trustees shall be deemed to have delegated the judgment
concerning whether the appropriate payment or a satisfactory arrangement has
been reached to the Administrator. In addition, the employer shall be
responsible for the payment of all wages (including interest at the legal rate
in Vermont) that would have been earned in normal working hours during any
strike called on account of delinquent contributions.

**9.9 Workers
Compensation**

(a) If an employee has to leave work due to a
Workers Compensation injury and is unable to return, he shall suffer no loss of
straight time pay for that day.

(b) It is the intent of the Company to attempt
to return all employees suffering an injury on the job to their regular job as
set forth herein. An employee disabled by a compensable injury under applicable
Workers Compensation law will be reinstated by the Company when his or her
inability to work ceases provided recovery occurs within two (2) years of the
onset of the disability.

An employee who recovers within two (2) years of
the onset of the disability will be reinstated to the employee's former job or
one suitable under the law given the position the employee held at the time of
the injury and the employee's ability to safely perform the duties of the
available position. An employee shall suffer no loss of seniority when
reinstated in accordance with this Section .

(c)If an employee returns to work prior to the
tenth day of disability, they shall receive pay for the second, third, and
fourth day of disability.

(d) The Company agrees to comply with applicable
laws governing unemployment compensation and worker's compensation for
employees.

******ARTICLE 10**

**Pension Plan
Agreement**

**10.1 Merger of the Pension
Plan**

****The Barre Belt
Granite Employer - Union Pension Plan (the "Plan") has merged with and into the
Steelworkers Pension Trust (the "Pension Trust") pursuant to the terms of a
certain merger agreement (the "Merger Agreement") between the Plan and the
Pension Trust, the terms of which are incorporate herein by reference.
(Hereafter, the merger of the Plan and the Pension Trust is referred to as the
"Merger".)****

******10.2 Incorporated Documents**

****This Article 10 incorporates by
reference the terms of a Merger Agreement between the Plan and the Pension
Trust, and the provisions of the documents governing the Pension Trust.
****

******10.3 Contribution Rate**

(a) The month for which the contribution is due
is referred to as the "benefit month" and the month prior to the benefit month
is referred to as the "wage month." The Employer shall contribute to the Pension
Trust each and every benefit month a sum of money equal to $1.20 per hour for
each hour worked by all Covered Employees during the wage month. Effective April
30, 2001, the contribution shall increase to $1.25 per hour. Effective April 29,
2002, the contribution shall increase to $1.30 per hour.

(b) For purposes of determining the pension
contribution, employees on seasonal winter layoff (as described in section 12.6
only) will be credited with one (1) hour for every two (2) hours of the
scheduled work hours during the seasonal winter layoff period.

******10.4 Covered Employees**

****Covered Employees are all
employees employed within the Union's Bargaining Unit who were actively employed
by the Employer for any length of time during the wage month. The Employer is
required to make a contribution to an employee whose employment is terminated
during the wage month.****

**10.5
Hours Worked**

****The term "Hours Worked" means
not only hours actually worked by Covered Employees, but also hours not actually
worked but for which Covered Employees were paid because of vacation, holidays,
jury duty or bereavement leave.****

**10.6
Payment of Contributions**

Contributions are due from the Employer on the
fifteenth (15th) day of the benefit month, commencing with the benefit month of
February 1999 and each and every month thereafter so long as this agreement is
in force.

**10.7 Coverage - Newly Hired Employees
Not Previously Covered**

****Newly hired employees not
previously covered by the Pension Trust are not considered Covered Employees
until the first (1st) day of the first calendar month immediately
after the commencement of employment. Such calendar month is the new employee's
first (1st) benefit month. The immediately preceding calendar month
is the employee's first (1st) wage
month.****

**10.8
Coverage - Newly Hired employees Who Were Previously Covered**

****Newly hired employees
previously covered by the Pension Trust are considered Covered Employees as of
the first (1st) day of the first calendar month immediately after the
commencement of employment. This calendar month is the employee's first
(1st) benefit month and the immediately preceding calendar month is
the employee's first (1st) wage month.****

******10.9 Contribution Reports and
Data**

The Employer shall transmit to the Pension Trust
with each contribution a contribution report on the form furnished by the
Pension Trust on which the Employer shall report the names, status, hire and
termination dates as applicable, as well as the total hours paid to each covered
employee during the wage month. The Employer shall provide a copy of this report
to the Union. The Employer further agrees to supply to the Pension Trust such
further information as may from time to time be requested by it in connection
with the benefits provided by said Pension Trust to said employees, and to
permit audits of its books and records by the Pension Trust for the sole purpose
of determining compliance with the terms and conditions of this
agreement.

**10.10 Delinquent
Employers**

In the event that an Employer fails to maintain
affiliation in good standing with the Pension Trust, the Employer shall be in
violation of this Article 10, in addition to all other applicable standards.
Immediately upon termination of the Employer's affiliation with the Pension
Trust, the Union and the employees may withhold all services from the delinquent
Employer until such time as the default has been cured to the satisfaction of
the Pension Trust and the Union. In addition, the Company shall be responsible
for the payment of all wages

(including interest at the legal rate in VT),
that would have been earned in normal working hours during any strike called on
account of delinquent conditions.

******ARTICLE 11**

**401(k)
Plan**

**11.1 401 (k) Plan**

The Company agrees to establish and administer
one 401(k) program for all its union employees which will comply with all the
requirements of ERISA, the Internal Revenue Code and any other applicable
laws.

The Company agrees to match up to thirty (30%)
percent of an employee's first $l,000 contribution per year and ten (10%)
percent thereafter per year up to the maximum contribution allowable by law per
year.

**ARTICLE
12**

**Seniority**

**12.1 Seniority**

(a) In administering seniority, the five (5)
quarries of the Company will be considered as one (1) unit.

(b) The job classifications hereinabove listed
in Section 4.1 shall be combined in a single classification for purposes of
seniority for the quarry operations of the Company.

(c) Seniority shall apply in the promotion,
demotion, transfer, filling of job vacancies, layoffs, and recall of employees
subject to ability and physical fitness among employees in the same seniority
classification as defined above. Ability means the knowledge and/or experience
relating to the job in question at the time of posting for the position.
Temporary employment of thirty (30) days or less shall not be considered towards
ability in connection with bid for permanent position.

(d) Positions at the Bethel Quarry of Rock of
Ages Corporation are not required to be posted and will be offered on a
voluntary basis.

(e) Permanent positions shall be posted within
ten (10) working days of vacancy. Temporary positions shall be posted if the
vacancy is expected for more than thirty (30) days.

(f) Promotion job openings will be posted by the
Company for five (5) days. Management will select the qualified applicant and
give notice of the employee selected in writing to the Union. An employee
awarded a full-time or spare position may not bid on another job for six (6)
months. Any employee awarded a posted job which has not commenced after ten (10)
working days, may bid on another posted job. An awarded job except a spare
position that has not been filled after thirty (30) working days must be
reposted. Newly hired employees shall be ineligible to bid for any job for a
period of three (3) months from their respective dates of hire. An employee can
sign more than one (1) posted position, however, the employee can only be
awarded one (1) position.

(g) It shall be understood that a man who has
been asked by management to change from one job classification to another will
retain his total seniority. The employee so transferred will have a thirty (30)
consecutive day trial period, sickness and absence excluded, with right to
return to former job with former status. However, in cases where an employee
requests and is granted a transfer, his total seniority will be retained and
there will be a thirty (30) day trial period. An employee desiring to relinquish
a full time or spare position within thirty (30) days of the award date, must
notify the company in writing with a copy to the union.

(h) With regard to the filling of permanent
positions where previous posting awards for spares have been made based on
company seniority, ability and physical fitness in accordance with Section
4.7(i), the permanent positions will be awarded to the spare most senior in that
position. As necessary, further spare openings will be posted and awarded on the
basis of seniority, ability and physical fitness, in accordance with the
contract. Employees can only hold one (1) spare position at a time. The Company
and the Union agree that the nature of the spare position is that the job
generally will not commence after ten (10) working days and will not be filled
within thirty (30) days. For purposes of this Section, a spare position will be
considered to have commenced and have been filled upon the award of the spare
position subject only to the trial period set forth in the preceding paragraph.
Each spare shall be entitled to the said thirty (30) day trial period and shall
not assume the permanent position until the satisfactory completion of said
trial period. Due to the special working conditions and safety concerns
involved, the training/trial period for spare rigger/carpenter will be three
hundred (300) working hours.

(i) Employees on layoff shall retain their
seniority for a period of twelve (12) months. lf an employee on layoff is not
recalled within twelve (12) months, the employee forfeits all seniority and the
Company has no obligation to recall that employee. If employee is hired after
the twelve (12) month period, he will be considered a new employee. If an
employee on layoff is asked to return to work within twelve (12) months of
layoff and refuses to return, the employee shall be considered a voluntary
quit.

(j) The procedure for notifying a laid-off
employee to return to work will be by certified mail and a period of one (1)
week from the time of mailing will be granted to the employee for reporting. It
will be the employee's responsibility to notify the Company of any change in
address.

(k) An employee who quits or is discharged for
cause forfeits his seniority.

(l) If an employee is temporarily laid off and
later asked to return to work, with a guarantee of at least three (3) months'
work and refuses to do so, then this constitutes a break in his length of
service. If he is employed at a later date, it will be necessary to begin anew
to build up years of service and earned time.

**12.2 Seniority
Rosters**

A roster giving the seniority and job
classification of all employees in the bargaining unit will be made available to
the Union. These rosters will be revised twice each year in April and October.
The company will provide ample copies to all officers and stewards for the
purposes of posting throughout the Barre and Bethel quarry operations. One (1)
copy of the roster will show

individual rates of pay. The one (1) copy
showing pay rates will only be sent to the President of the

Local USWA #4 and will be kept
confidential.

**12.3 General Leave of
Absence**

Any employee may be granted a period of ninety
(90) days' leave of absence in any one (1) calendar year without pay and without
loss of seniority with the consent of the Company and the Union. Such employee
is forbidden to accept employment elsewhere for wages; except that an employee
who is granted a leave of absence for reasons of health may accept employment
during such leave of absence. Upon the request of the Company, the employee
shall secure a doctor's certificate with respect to his condition of health.
Employees granted a leave of absence for reasons of health shall accumulate
seniority during such leave of absence.

Management agrees to grant, on request, a leave
of absence to employees for Union activities or political purposes when request
is made in writing and such time will not be deductible from an Employee's
earned time. The seniority for such Employees shall accumulate for a maximum
period of one (1 ) year during such leave of absence.

An Employee who is a member of the Union
Executive Board shall be granted a leave of absence of up to three (3) years to
serve as full-time President of the Union. During such leave he shall accumulate
industry service and shall retain seniority with the Company as of the date the
leave begins; he shall not be eligible for wages or fringe
benefits.

**12.4 Transferring out of the Bargaining
Unit**

Employees transferred out of the bargaining unit
on or after May 1, 1962 shall retain their seniority status for a period of
three (3) years. If returned to the bargaining unit after three (3) years, they
will return as new employees.

**12.5 New Employees**

Newly hired employees will be given a fifty (50)
working day probationary period. Seniority during those fifty (50) working days
is earned upon completion of probation.

An employee who is qualified for the
probationary period one (1) year and who works less than the fifty (50) working
days before he is laid off is entitled to accumulate months of seniority in
fulfilling fifty (50) working days if he is hired the next year.

**12.6 Seasonal Winter
Layoff**

(a) On or before the Monday preceding the
Thanksgiving holiday, the Company will post a winter layoff notice and a blank
voluntary work assignment sheet. The winter layoff notice will recite the date
that normal quarry operations will be curtailed for the winter season, the date
on which normal quarry operations will resume in the spring and a summary of the
procedures and rules set forth in this Article.

(b) Employees desiring winter work assignments
on a voluntary basis agree to sign the voluntary winter work assignment sheet at
the Central Quarry Office no later than ten (10) calendar days of the Company's
postings. Employees must sign the voluntary winter work assignment sheet at the
Central Quarry Office in person in the presence of a representative of the
Company who is not a member of the Union. Employees may only sign for job
assignments for which they are qualified under the provisions of this Article
12.

(c) Failure to sign the voluntary winter work
assignment sheet in the quarry office within the time limit will be conclusively
deemed by both the Company and the Union that the individual has elected
voluntary layoff and waives all rights of grievance with respect to the recall
of employees from the voluntary winter work assignment sheet by the Company. The
Company agrees to make its decisions with respect to which employees will work
during the winter layoff and to post work assignments not later than five (5)
working days from the expiration date of the sign-up.



(d) The Company will assign the work during the
winter layoff by seniority subject to ability and physical fitness. The Union
agrees that any disputes regarding the work assignments will be brought to the
attention of management within five (5) days from the date of posting in
accordance with the grievance procedure set forth in Article 16. If a sufficient
number of qualified employees do not sign the voluntary work assignment sheet,
the Company will assign the winter work to qualified employees by inverse order
of seniority. The Company will provide a list in the Central Quarry Office
during the winter period where employees on voluntary layoff may sign to
indicate their willingness to return to work. The Company will recall qualified
employees signing this list by seniority to the extent openings permit.

(e) Because of the application of the twelve
(12) month recall provision, no quarry personnel will be terminated during the
winter layoff and no employee choosing voluntary layoff will suffer any loss of
seniority or termination. In the event the Company determines to make a
permanent layoff during the winter layoff period, such layoff will be in
accordance with Section 12.1 of this Article and shall not apply to senior
employees on voluntary layoff.

(f) Employees who are on layoff under this
Section shall notify the Company should they leave town for any period of time
that may prevent the employee from responding to any written notice of recall,
either scheduled or unscheduled, within a period of one (1) week.

******12.7 Quarry Preference**

The employee will have the opportunity to
indicate a preference to work in the Barre

Quarries, Bethel quarries, or both if the work
is needed. Assignment to the location will be****

according to the provisions of Article 12.6. In
the event the employee signs up to work in both

quarry locations, management will determine
which quarry location an employee is to be

assigned, regardless of seniority. In the event
any quarry operation is changed, shutdown,

work force reduced, re-started, or any other
operational decision made during the seasonal winter layoff period, employees
will be reassigned according to article 12.6. ****

**ARTICLE 13**

**Bonus
Plan**

**13.1 Bonus Plan**

All quarry operation employees will receive a
bonus for all paid hours which shall be based on total service with the Company
as of May 31:

Years of Service Bonus

5 6 1/4 cents per hour

6 7 1/2 " " "

7 8 3/4 " " "

8 10 " " "

9 11 1/4 " " "

10 12 1/2 " " "

11 13 3/4 " " "

12 15 " " "

13 16 1/4 " " "

14 17 1/2 " " "

15 18 3/4 " " "

For the purpose of this Article, all paid hours
shall include overtime (including premium rate), holidays, vacations and call
out pay.

******13.2 Bonus Plan Payments**

(a) Bonuses will be paid semi-annually, on or
before the last Friday prior to July 1 and the last Friday prior to the start of
the winter shutdown period. The bonus payment prior to Christmas will be based
on hours paid between June 1 and November 30, and the payment prior to July 1
will be based on hours paid between December 1 and May 31. To be eligible for
payment, the employee must be on the Company payroll at the time of paying
except in cases of retirement or layoff. A discharge will cancel accumulated
bonus as well as years of service with the Company.

(b) The Company shall furnish to the member, at
the time of seniority bonus distributions, a separate record of hours paid, rate
of pay and period covered.

******ARTICLE 14**

**Union
Security**

**14.1 Mandatory
Membership**

It shall be a condition of employment that all
employees of the Company covered by this Agreement who are members of the Union
in good standing on the effective date of this Agreement shall remain members in
good standing and those who are not members on the effective date of this
Agreement shall, on or before the 31st day following the effective date of this
Agreement, become and remain members in good standing in the Union. It shall be
also a condition of employment that all employees covered by this Agreement and
hired on or after its effective date shall, on or before the 31st day following
the beginning of such employment, become and remain members in good standing of
the Union.

**14.2 Location of
Stewards**

Stewards who are either elected or appointed by
either the members of the Union or the Union President will remain in the areas
in which they were elected or appointed so far as possible. The Company shall
have the right to assign the Steward to another area for a temporary period or
permanently if the area is being permanently or temporarily closed or if the
Steward successfully bids to a job outside of the area.

******ARTICLE 15**

**Check-Off**

**15.1 Check-Off**

The Company agrees to deduct each month from the
wages payable to any employee who authorizes the Company to do so, through a
signed authorization card (Union Form 530), the Union monthly dues, assessments
uniformly imposed on all members and, if owed, the Union's initiation fee. Said
amount shall be as designated by the International Treasurer of the Union. The
Company shall then remit by the end of each month all sums so deducted to the
International Treasurer, United Steelworkers of America, P.O. Box 400041,
Pittsburgh, Pennsylvania 15268-0041.

15.2 Union Copy

The Company shall also transmit by the end of
each month to an officer designated by the Local Union a copy of the list of
employees from whom deductions are made and a list of new hires during the
month.

**15.3 Dues Penalty**

The Company will be responsible for the
collection of dues prior to payment of closeout due to termination (quit or
discharge) of employment. Failing to collect, the Company will be liable for
payment(s) to the Union if it fails to collect from the terminated
member.

******ARTICLE 16**

**Dispute
Settlement**

**16.1 Dispute Steps**

(a) Any difference which may arise as to the
meaning or application of this Agreement or any Memorandum Agreement between the
parties as to compliance with the terms of such agreements shall be resolved as
follows:

Step 1: Between the foreman and employee
involved and/or Union Steward and/or other Union representative. Grievances must
be submitted within ten (10) workdays of the time the subject of the grievance
becomes or should have become known to the aggrieved employee or
Union.

Step 2: Between the Union Steward and/or other
Union representatives and the Quarry Manager. If the matter is not settled
within five (5) workdays of initiating this step, it may be referred to Step
3.

Step****3: Between the Union
President and/or Union Steward and the Vice President of Quarry Operations
and/or the Quarry Manager. If the matter is not settled at this step, then a
formal written grievance will be submitted within five (5) working
days.

Step 4: Between the United Steelworkers of
America Staff Representative, Local Union #4 President, the President of the
Company, the Vice President of Quarry Operations and/or the Quarry Manager. If
the matter is not settled within five (5) working days of initiating this step
it may be referred to Step 5.

Step 5: Submit the grievance to arbitration and
pursuant to existing voluntary labor arbitration rules of the American
Arbitration Association within thirty (30) days following the Step 4 answer. The
Arbitrator shall have no authority to alter in any way the terms and conditions
of this Agreement and shall confine his decision to a determination of the facts
and an interpretation and application of this Agreement. The decision of the
Arbitrator shall be final and binding on all parties. The fees and expenses
associated with arbitration of the grievance shall be borne equally by the
parties to the grievance or dispute.

(b) In the event a difference is not appealed to
the next succeeding step of the above procedure within the time limit specified,
the right of appeal shall be lost.

(c) The aggrieved employee may attend any steps
of the grievance procedures. Time limits may be extended by mutual
agreement.

******16.2 Company Grievances**

Grievance may be initiated by the Company. The
grievance shall be discussed between the Company representative and the Steward,
Local Union President or other Union representative. In the event such
difference is not settled through such discussion, the dispute will be further
processed in accordance with the provisions of Section 16.1, Steps 3, 4 and 5.

**16.3 Signed
Grievances**

Grievance processed in accordance with the
provisions of this Article must be in writing and signed by the grieving party
for submission to Step 4 and succeeding Steps. It is mutually understood that
the words "Foreman" or "Quarry Manager" may be replaced by the word "Company"
where appropriate. Time limits may be extended by mutual
agreement.

**16.4 Rules**

(a) The Union agrees that during the term of
this Agreement neither the Union nor its members shall encourage or engage in
any strikes, stoppages, slowdowns or other interruptions of work, and the
Company agrees that there shall be no lockouts.

(b) It is understood and agreed that in the
event of any alleged violation of this Agreement, which violation is not
authorized or ratified by the International Union, there shall be no liability
for damages on the part of said International Union, Local Union or any of their
officers or agents, and the sole recourse and exclusive remedies of the employer
shall, in such event, be those which are specifically provided for in this
Agreement.

(c) It is understood and agreed that in the
event of any strike, work stoppage, interruption or impeding of work on the part
of any employee during the life of the Agreement, there shall be no liability on
the part of the International Union, Local Union or any of their officers or
agents, provided such strike, work stoppage, interruption or impeding of work
was not authorized or ratified by the International Union, Local Union or any of
their officers or agents, and provided further that, upon the occurrence of such
unauthorized strike, work stoppage, interruption or impeding of work, the
International Union or the Local Union shall, upon request of the Company,
notify the employees involved that such action by said employees was
unauthorized and direct said employees to return to work promptly, and shall
take further steps as are reasonable and appropriate under the circumstances to
bring about a termination of such unauthorized strike, work stoppage,
interruption or impeding of work, impose such disciplinary measures upon the
employees involved as are not inconsistent with the provisions of this
Agreement.

**ARTICLE
17**

Reserve for Inclement Weather -
Power Failure

******17.1 Reserve Hours**

(a) Reserve hours do not apply to blacksmiths,
shop men, grinders and summer employees.

(b) A reserve of 42 hours will be set up to be
paid out in the following way.

(c) When the typical work week (typical work
week is understood to mean the average number of hours worked by over fifty
(50%) percent of the outside quarry group during one (1) week of those entitled
to reserve hours falls below thirty-five (35) hours), four (4) hours will be
added to the paid hours. When the typical work week is between thirty-five (35)
and forty (40) hours, two (2) hours will be added to the paid hours.

(d) In applying reserve hours during a week in
which Saturday is worked, it is agreed that reserve hours for inclement weather
will be applied to work done Monday through Friday and that hours worked on
Saturday will not be included in determining total hours worked during the
week.

(e) To illustrate: If a bar runner works even
though less than fifty (50%) percent of the quarry is working, he will receive
reserve hours pay at the end of the week the same as the rest of the
employees.

(f) Paid hours shall be understood to include
premium hours for overtime, paid holidays and vacation time.

(g) The balance, if any, of the 42 hours
remaining at the end of the year is to be paid on the last payday before
Christmas. Employees with less that one (1) year of service at the end of the
calendar year shall be entitled to prorated unused reserve hour payments, if
any, based upon months of service.

(h) Inclement weather pay not paid to an
individual employee due to sickness, vacation or other authorized absence shall
be paid with the balance, if any, at the end of the year.

(i) An employee who starts work during the
course of the calendar year shall have the same status as of the date of his
employment as other employees have on that date in respect to reserve hour
payments to be made during the remainder of the year.

17.2 Power Failure

In the event of a power failure in a section of
the operations, employees will continue to work as long as health and safety of
employees are not affected and access to the working area is available from
another hoist. In the event of power failure, crews will remain on the job for a
period of fifteen (15) minutes, for which time they will be paid. If power is
not restored at the end of this fifteen (15) minute interval, operations will be
closed down upon appropriate notification by the Company.

In the event no notification is given and the
employees remain on the job, those employees will continue to receive wages.
Article 17.1, Reserve for Inclement Weather, shall not be applied on shutdowns
due to power failure.****

**ARTICLE
18**

**Non-discrimination**

18.1 Non-discrimination

There shall be no discrimination for or against
any employee because of his performing the duties of a Union officer or
committeeman. The Company shall comply with applicable laws prohibiting
discrimination against employees on account of race, color, sex, sexual
orientation, religion, national origin or age. Any reference in this Agreement
to one (1) gender shall be deemed to apply equally to the other.

ARTICLE 19

Union Representatives

19.1 Union Representatives

Union representatives can come to the office. If
management and Union representatives mutually agree, men involved in grievances
shall be called to the office for interview. It is agreed

that the President of the Local USWA #4 will
only have access to the Rock of Ages Corp. quarry

operations (Barre and Bethel) that are covered
by this collective bargaining agreement, specifically

for purposes of administering this
agreement.

ARTICLE 20

Suspension of
Operations

20.1 Suspension Notice

Adequate notice of any suspension of operations
shall be posted stating when plant/quarry will close as well as when work is to
be resumed.

ARTICLE 21

LABOR MANAGEMENT TEAM

21.1 LMT Formation

(a) It is mutually agreed to form a Labor
Management Team (LMT) composed equally of Union representatives and management
representatives in such total number as may be agreed from time to time by the
Union and Company. The LMT shall meet at least monthly to discuss and resolve
issues of safety, health, betterment, interdivisional job opportunities,
productivity and other items as may be appropriate.

(b) The LMT is intended to increase joint
cooperation and develop an active employee involvement process. These efforts
shall not interfere with any provisions of this Agreement nor circumvent the
grievance procedure, nor interfere with management's rights, but it is a goal of
the LMT to avoid circumstances or practices which could give rise to a claim by
either party that the provisions of this Agreement were not adhered to and to
create an atmosphere of cooperation so as to minimize events leading to
grievances.

(c)The LMT may have various divisions or
advisory groups as mutually agreed and may meet jointly with other U.S.W.A. LMTs
formed in other divisions.

(d) The objectives of the LMT will also focus on
increasing customer service and satisfaction, more effective methods of
operation, enhancing employee morale and creating and assuring full and open
communication among employees and the Company. The LMT will analyze and solve
identified problems and participate and support in the implementation of agreed
solutions. The LMT will also investigate and recommend actions to the Company
and Union to increase employee involvement and responsibility in the areas of
production, production teams, and quality control.

(e) The Company shall forward minutes of the LMT
meetings to the Union and LMT members within ten (10) days of the meeting. The
minutes shall include the names of those in attendance, and the date, time and
place of the meeting.

1. A schedule of dates, times, and places for
the LMT meetings will be forwarded to the union prior to the beginning of each
calendar quarter. Up to a maximum of three (3) members will be paid for time
while attending the LMT meeting.

2. A schedule of dates, times, and places for
the stewards meetings will be forwarded to the union prior to the beginning of
each calendar quarter. Up to a maximum of eight (8)members will be paid for time
while attending the stewards meeting. Steward from Bethel will be afforded the
opportunity to attend the meetings and released from the Bethel quarry
forty-five (45) minutes prior to the scheduled starting time of the meeting and
will suffer no loss in pay.

ARTICLE 22

Safety Rules

22.1 Safety Issues

(a) The Company will confer with the Union
regarding safety and other rules and regulations affecting the health, safety
and comfort of the employees. There shall be a Safety Committee to include union
representation designated by the Union. Minutes of each meeting will be
distributed to all Committee members and the President of U.S.W.A. Local
4.

(b) Any national, state or municipal law enacted
for the betterment of wages or working conditions in the granite trade will not
be violated. All employees must utilize safety equipment required by any
national, state or municipal law.

(c) The Union agrees to cooperate with the
Company in enforcing safety rules and practices in an effort to reduce hazards
and insure safe working conditions.

(d) Employees are to comply with the safety
rules in this Article and are to cooperate fully with the management in the
enforcement of these rules.

22.2 Safety Glasses

Safety glasses must be worn on all jobs by all
quarry personnel.

(b) The Company shall provide safety glasses for
its employees, upon the request of such employees. If an employee needs
prescription safety glasses, he shall pay for his own eye examination and shall
furnish the prescription to his employer. The Company shall then provide such
prescription glasses with a frame selected from the group of standard frames, at
no additional cost to the employee. Broken safety glasses shall be replaced by
the Company on a reasonable basis.

22.3 Safety Shoes and Gloves

(a) The company shall make safety footwear
available to requesting employees from the company supply room or through
arrangements with a local supplier. The company will contribute up to $70.00
toward the cost of a pair of safety shoes, for up to a maximum of two (2) pair
of footwear purchased each year.

(b) The Company will provide, at no cost to the
employee, working gloves that the company feels are suitable for the employee
performing the jobs. When an employee requests a new pair of gloves, the old
pair must be turned in.

22.4 Rock Drilling

(a) To eliminate the possible silicosis hazard
in rock drilling in the Barre Granite quarry belt, the Company has installed
dust control equipment which meets the reasonable standards established and
published by the Vermont Occupational Safety and Health Administration and/or
the National Institute of Occupational Safety and Health of the Mine, Safety and
Health Administration, as applicable.

(i) "Rock drilling" shall mean drilling,
cutting, chipping, channeling, broaching or crushing rock.

(ii) "Injurious silica dust concentration" shall
mean dust produced from drilling silica bearing rock which is in excess of
current Tolerance Level Value as established and published by VOSHA and/or NIOSH
or MSHA.

(b) Insofar as practicable, all rock drilling
operations shall be executed so that there will be no dissemination of injurious
silica dust concentrations into the atmosphere.

(c) The whole problem of dust equipment in every
department pertaining to quarry operations shall be the subject of study and
research by a joint commission. This commission shall consist of the
representatives of the Safety Committee.

(d) Dust control equipment shall at all times be
maintained in efficient working order and use. Inspections shall be carried out
at the request of Company or Union Committee by the state unit charged with
industrial hygiene or the appropriate Federal agency and reports of inspections
given to both the Company and to the Union.

ARTICLE 23

Management's Rights

23.1
Management Rights

The management of the quarries and the direction
of the working forces, including the right to hire, transfer, suspend or
discharge for just cause, except as expressly limited by this Agreement, and the
right to lay off due to lack of work, and in general all other functions of
management unless expressly limited by the Agreement are reserved to and are
vested exclusively in the Company.

ARTICLE 24

Temporary Transfers

24.1 Temporary Transfers

If an employee is required to fill the place of
another employee, his rate of pay shall not be changed. For example, if an
employee is required to fill the place of another receiving a lower rate, his
rate of pay will not be reduced. On completing his period of temporary
assignment he shall return to his former duties. Temporary assignment to mean a
period of thirty (30) days or less. Senior employees to be given preference
where possible.

ARTICLE 25

Smoking

25.1 Smoking Policy

The Company and Union hereby agree and jointly
designate all work areas in which employees covered by this Agreement perform
any work activities as permitted smoking areas and any employee covered by this
Agreement shall be permitted to smoke in any area with the sole exception of
areas in proximity to combustible materials which are designated by the Company
as non-smoking areas. As a matter of common courtesy and health concerns during
breaks, employees

will make every effort to refrain from smoking
in the quarry warming shacks. It is also mutually

agreed between Union and Management that in the
event significant unresolved conflicts arise

concerning this provision, further steps may be
taken concerning non smoking provisions.

ARTICLE 26

Discipline/Discharge

26.1 Discipline & Discharge

An Employee who has completed his probationary
period shall not be discharged or otherwise disciplined without just cause. A
copy of written disciplinary action taken against an employee shall be sent to
the Local Union office. Failure to comply within ten (10) days will constitute
the warning being null and void.

26.2 Written Warnings

The Company and Union agree that a written
warning more than eighteen (18) months old may not be used as the justification
for discipline or discharge of an employee. Subject to the immediately preceding
sentence, in progressive discipline cases, the Company will continue to consider
in accordance with past practice that a written warning or suspension without a
follow-up discipline or suspension for the same cause for a period of three (3)
months as restarting the progressive discipline process from the next succeeding
written warning or suspension for the same cause. Nothing in this Section shall
be construed to prevent the Company from discharging or otherwise disciplining
an employee for just cause or to prevent the Company and the Union from keeping
all disciplinary reports in an employee's personnel file and providing the same
to the appropriate parties under the Dispute Settlement procedures of Article
16.

ARTICLE 27

Summer Employees

27.1 Summer Help

(a) The Company shall not be required to provide
fringe benefits, pension contributions, insurance coverage or reserve hours as
set forth in Article 17 for persons employed during the summer months except for
Call-In pay as set forth in Section 2.3.

(b) Summer employee minimum wage rate is fifty
($.50) cents above the minimum rate as set by the U.S. Department of Labor. If
such minimum wage rate is increased by the Department of Labor during the life
of this Agreement, summer employee pay rates will increase accordingly. Such
employees are not to be employed below the quarry rim, the intention being that
they are not to perform general production work.

(c) The Company will not have the right to hire
such summer quarry employees as long as there are employees of the Company on
layoff who can perform available work and who are willing to do
so.

ARTICLE 28

Bethel Quarry

28.1 Bethel Quarry Travel Expense

Employees that are assigned to work at the
Bethel quarry (per the provisions of Article 12,para.4) will receive, as a
temporary rate, fifty ($.50) cents per hr. over the quarry minimum set wage.
When an employee is not assigned to the Bethel quarry he may not receive the
temporary rate.

IN WITNESS WHEREOF, the undersigned have
executed this Agreement Effective May 1, 2000.

******THE UNITED STEELWORKERS OF
AMERICA**

**AFL-CIO-CLC**

**______________________________________**

**George Becker- USWA International
President**

**_______________________________________**

**Leo W. Gerard USWA International
Secretary/Treasurer**

**_______________________________________**

**Richard H. Davis USWA International Vice
Pres.,**

**Administration**

**________________________________________**

**Leon Lynch USWA International Vice
Pres.,**

**Human Affairs**

**_________________________________________**

**Louis J. Thomas-Director District
#4**

**_________________________________________**

**Lowell Alexander USWA Staff
Representative**

**__________________________________________**

**Frederick McGrath USWA Amalgamated Local
#4**

**President**

**___________________________________________**

**David Robinson USWA Negotiator Unit
#53**

**___________________________________________**

**Thomas Wilde USWA Negotiator Unit
#53**

**ROCK OF AGES CORP. - QUARRY
DIVISION**

**____________________________________________**

**Jon Gregory-President - Quarry Division**

**QUARRY
DIVISION**

**CALENDAR OF HOLIDAY
OBSERVANCES**

**DURING 2000 - 2003
CONTRACT**

**2000**

**Memorial Day May 29
Monday**

**Independence Day July 4
Tuesday**

**Labor Day September 4
Monday**

**Employee Appreciation Day September 5
Tuesday**

**Veterans Day November 13
Monday**

**Thanksgiving Day November 23
Thursday**

**Day After Thanksgiving November 24
Friday**

**Christmas Day December 25
Monday**

**2001**

**New Years Day January 1
Monday**

**Day Before Town Meeting March 5
Monday**

**Town Meeting Day March 6
Tuesday**

**Memorial Day May 28
Monday**

**Independence Day July 4
Wednesday**

**Labor Day September 3
Monday**

**Employee Appreciation Day September 4
Tuesday**

**Veterans Day November 12
Monday**

**Thanksgiving Day November 22
Thursday**

**Day After Thanksgiving November 23
Friday**

**Christmas Day December 25
Tuesday**

**2002**

**New Years Day January 1
Tuesday**

**Day Before Town Meeting March 4
Monday**

**Town Meeting Day March 5
Tuesday**

**Memorial Day May 27
Monday**

**Independence Day July 4
Thursday**

**Labor Day September 2
Monday**

**Employee Appreciation Day September 3
Tuesday**

**Veterans Day November 18
Monday**

**Thanksgiving Day November 28
Thursday**

**Day After Thanksgiving November 29
Friday**

**Christmas Day December 25
Wednesday**

**2003**

**New Years Day January 1
Wednesday**

**Day Before Town Meeting March 3
Monday**

**Town Meeting Day March 4
Tuesday**

****EXHIBIT 10.10

**************AGREEMENT**

************This Agreement entered into this 29th
day of April, 2000, by and between ROCK OF AGES CORPORATION (the Company) and
the GRANITE CUTTERS' ASSOCIATION (the Union).

ARTICLE 1

Term

1.1 This Agreement shall be effective April 29, 2000, and
shall continue in full force and effect through April 25, 2003, and from year to
year thereafter, unless either party gives notice to the other, not less than
sixty (60) days prior to April 25, 2003, or prior to April 25 of any year
thereafter, that it desires to alter, amend or terminate any or all of the terms
thereof.

ARTICLE 2

****Hours of Work

2.1 Eight
(8) hours shall constitute a day's work, five (5) days shall constitute a week's
work with Saturday a full holiday. Work shall be regarded as being performed on
Saturday only if an employee's shift begins on Saturday. Daily working hours
will begin not earlier than 7:00 a.m. and end not later than 3:30 p.m., and any
work performed by employees on the first shift prior to 7:00 a.m. or after 3:30
p.m. shall be paid for at time and one-half the regular rate of pay, except as
modified pursuant to either paragraph (a) or (b) listed below.



(a) Should the Company or Union desire a change
of working hours for seasonal conditions it must be agreed by the Company and by
a majority vote of the employees represented by the Union and by a majority of
employees represented by any other union provided, however, that between January
1 and March 15, an eight (8) hour shift to end no later than 5:00 p.m. may be
established for all employees of a saw plant or for the sawyers in a
manufacturing plant having a saw which is subject to outdoor weather for periods
during which the Company has a reasonable expectation that inclement weather
will otherwise adversely affect its operations. On such a special shift,
overtime shall be paid before 8:00 a.m. and after 5:00 p.m.

(b) If the Company desires to change the regular
daily working hours to begin no later than 7:30 a.m. and to end no later than
5:00 P.M. during the period in which Eastern Standard Time is in effect, the
Company has the option to make such change if a majority of its employees
represented by the Union and a majority of its employees represented by any
other local Union, voting separately in a vote conducted by the respective union
representatives approve that change in hours. If the daily working hours are
changed pursuant to this paragraph, overtime shall be paid before the starting
time and after the finishing time of that eight (8) hour shift.

2.2Employees are obligated to give
notice on the day, as soon as possible, to the Company when they are unable to
report for work, stating reason. Failure to provide reasonable notice may be the
basis for standard progressive discipline, separate for each day, up to and
including discharge.

2.3 If the
Company desires to change the regular lunch period from one-half (1/2) hour to
one hour or vice versa, the Company has the option to make such change if a
majority of its employees represented by the Union and a majority of its
employees represented by any other union, voting separately, approve that change
in hours.

ARTICLE
3

Extra Shifts

3.1 It is agreed that the employer shall have the
privilege of operating three (3) shifts. One (1) shift to be the established
working day and to be paid as per Article 4 of this Agreement. The second shift
shall be of eight (8) hours duration. In addition to payment for work performed
in accordance with Article 4 of this Agreement, employees working on the second
shift shall receive a shift premium of one dollar and fifty cents ($1.50) per
hour and employees working on the third shift shall receive a shift premium of
one dollar and fifty cents ($1.50) per hour for each hour worked. Provided,
however, that the full increase in shift premium of fifty cents provided for
employees on the second shift shall only be awarded to employees whose base pay
is equal to the bill at the start of this contract.Employees who are already above the
existing bill for the second shift (i.e., bill plus shift differential of $1.00)
shall receive an increase equal to the difference between their above the bill
premium and $.50. (Examples: if an employee is $.50 above the bill, there is no
increase; if an employee is $.25 above the bill, there is a $.25
increase.)

3.2 In the interests of safety, the Company may
require any employee engaged in production work on the floor to work any shift
as long as any other person is present on the floor. There must be at least two
employees engaged in production work on the floor at all times. A telephone must
be readily available on the premises. A single employee may work alone to
monitor, correct or restart equipment (including associated work) provided he or
she is equipped with a beeper and automatic safety call-in every 15 minutes
unless deactivated by the employee.

3.3 In assigning employees to work on the second
and/or third shifts, the employer shall first seek volunteers with preference
being given on the basis of length of service (seniority) with the employer
subject to demonstrated ability to perform the work on those shifts. If there
are not sufficient volunteers, employees shall be assigned on the basis of
inverse seniority, subject to demonstrated ability to perform the work on those
shifts.

****ARTICLE 4

Wages

4.1 Minimum Wages

The following are the minimum wage rates for all
journeymen granite cutters, polishers, tool sharpeners, sandblasters and
draftspersons in effect during the term of this Agreement:

Rate Per Eight (8)

EffectiveDateRatePerHourHourDay



****April 29, 2000$14.55$116.40

May 7, 2001 $14.95 $119.60

May 6, 2002 $15.35 $122.80

4.2 Wage Increase

(a) Effective April 29, 2000, each employee in
the bargaining unit shall receive a wage increase of fifty cents ($.50) per
hour.

(b) Effective May 7, 2001, each employee in the
bargaining unit shall receive a wage increase of forty cents ($.40) per
hour.

(c) Effective May 6, 2002, each employee in the
bargaining unit shall receive a wage increase of forty cents ($.40) per
hour.

4.3 Apprentice Wage Rates

Apprentice wage rates for apprentices employed
after April 28, 1997, shall be the following percentage of the applicable
journeyman rate:

Start: 70% After 1 year: 90%

After 3 Months: 80% After 18 Months:
95%

After 6 Months: 85% After 2 years:
100%

4.4 Infirm Employees

Employees who through
infirmity or other reasons are not able to earn the wage given in this Agreement
may work for such wages as may be satisfactorily agreed upon between the Union
Business Agent, the employee and the Company.This section shall be administered in compliance with
applicable laws governing the employment rights of disabled or handicapped
employees.

4.5 Payment
of Wages

(a) Wages may be paid by cash or by check in an
envelope at the option of the Company. In the event of a default in payment of
such check by the Company, such option shall be revoked and payment shall
thereafter be in cash. Wages must be paid in full weekly within five (5) working
days of the time they become due. Payment to be made during working
hours.

(b) An employee having once accepted his pay,
his rate of pay can only be changed by mutual consent of employee and the
Company, the rate in no case to be below the established minimum rate of
wages.

(c) Any employee discharged shall receive his pay
immediately. Any employee leaving shall notify his employer two weeks in advance
and, having complied with this requirement and worked the two-week period, shall
receive his pay in full (earned vacation and bonus, if any, included) on the
regular payday for the week of separation in person (or by mail if preferred by
the employee).The
employer will provide the employee with a written form that the employee will be
asked to sign to confirm notice.

(d) The
Company shall be required to furnish employees with written information weekly
which shall designate the total earnings, total withholdings, number of hours
worked at straight time and number of hours at overtime and rate of
pay.

4.6 Report Pay

In the absence of a notice not to report to
work, should an employee report to work and be discharged before work begins or
during the first two (2) hours of the day, he or she shall be paid no less than
two (2) hours' pay, except in the case of a cutter intentionally or negligently
spoiling a stone.

4.7 Wage Adjustments

If at any time during the
existence of this Agreement a wage increase should be granted, any employee
receiving more than the minimum wage as provided in this Agreement shall receive
the same wage adjustments but for no reason shall his wages be reduced before
making said adjustments.There shall be at least two months notice before any
reduction in pay above the bill; the Company will also provide that notice to
the Union.

4.8 Workers'
Compensation

If an employee has to leave work because of a
workers' compensation injury and is unable to return, he or she shall suffer no
loss of straight time pay for that day.

****

****4.9 Jury Duty An employee who
is required to report for jury duty on a day when he or she otherwise would have
worked shall receive a day's regular straight-time pay for up to a maximum of
thirty (30) days per calendar year. The Company can require verification of jury
duty served. It is understood that if an employee is released from jury duty so
that he or she can reasonably report for work at least two hours before the end
of his scheduled shift, he or she must report for work on that day. If jury duty
commences in the afternoon, the employee shall report to work at the start of
his or her shift, and shall leave work at a reasonable time so that the employee
can return home, and then travel to court.

****

If an employee reports to work for part of a
workday, he or she shall be paid his regular wages for the time worked, and
shall be paid the appropriate fraction of a day for jury service. All work done
outside of the regular work hours shall be paid at the appropriate overtime
rate, regardless of whether part of the day was spent in jury
service.

ARTICLE
5

Overtime

5.1 All work done outside of the regular hours shall be
paid at the rate of time and one-half. The Company may schedule two hours of
overtime in a regular work day and five hours on Saturday. Any additional
overtime shall be subject to the approval of the Business Agent. No employee
shall be required to work overtime.

5.2 The Company shall offer overtime to
employees performing that category of work in order of seniority, unless it is
demonstrated that the senior employee lacks ability to perform that overtime
work. It is understood that the employees will cooperate to assure adequate
staffing of the Company's overtime requirements. The Company may assign overtime
work on a particular job, without any regard to seniority, to an employee who
has previously worked on that job.

Repeated refusal to work
overtime will allow management to offer the overtime to others with less
seniority. Management shall issue a notification that the overtime shall be
offered to others. The employee's rights to overtime shall be terminated until
the employee gives notice that he or she will accept overtime.

Management should provide reasonable advance
notice of overtime. Absent extraordinary circumstances, notice of overtime on
Saturday will be provided no later than Thursday at noon.

ARTICLE
6

Holiday Pay

6.1 Paid
Holidays

(a) The eleven (11) paid holidays shall be: New
Years' Day, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day,
July Fourth, Labor Day, Employee Appreciation Day (the Tuesday following Labor
Day), Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and
Christmas Day, and shall be paid regardless of whether the holiday falls on a
Saturday or Sunday.

(b) The holidays for the term of this contract
will be observed in accordance with the holiday calendar attached
hereto.

(c) Employees who are laid off during either of
the weeks in which Town Meeting Day or Thanksgiving falls shall not be eligible
for holiday pay in those weeks. Instead, such employees must as individuals
report for work on the first work day following the conclusion of any such
layoff and such employees may collectively and mutually agree with the Company
on days when they will, as a group, take personal days off with pay if they are
otherwise eligible for the holiday pay. Such personal days must be taken within
thirty (30) days after the first work day following the conclusion of the layoff
in question and if mutual agreement is not reached, the employees will receive
pay in lieu of any holidays to which they are entitled.

6.2 Eligibility

(a) The employee must have at least thirty (30)
working days' accumulated service to be eligible for paid holidays. After
completing thirty (30) working days' service, any paid holiday that fell within
the thirty (30) working day period becomes payable. If an employee quits before
he or she has accumulated thirty (30) working days' service, no holiday pay is
due. If he or she is laid off or is discharged through no fault of his own
before he or she has accumulated thirty (30) working days' service, any holiday
which fell within the period of his employment and discharge becomes due and
payable.

(b) Subject to 6.1(c), any employee who works to
within four (4) working days of a paid holiday and who has thirty (30) working
days' accumulated service with the Company and is then discharged or laid off
will nevertheless receive the holiday pay.

(c) When a holiday falls in an employee's
vacation, the employee shall have the option of receiving pay for that day at
straight time in addition to vacation day, or taking a personal day at full pay
within ninety (90) days of the original date of the holiday.

(d) During the week of a paid holiday, the
employee must work a minimum of a full scheduled work week excluding the holiday
or holidays less one (1) scheduled workday. Exceptions to the above ruling can
be made only by prior arrangements with management. Sickness during the week of
holiday shall not disqualify an employee if he or she has notified the
Company.

(e) Apprentices are to be eligible for paid
holidays.

(f) No employee shall be entitled to the holiday
pay as provided in this Article if such employee is not working and is receiving
compensation or benefits during such period in which he or she is not working,
whether he or she is receiving such compensation or benefits under the State
Unemployment Compensation Act, State Workers' Compensation Act, Granite Group
Insurance Trust, or from any similar source to which the Company
contributes.

6.3 Holiday Work

For all work done on Sundays or on the following
holidays, double time plus the holiday (if applicable) shall be paid: January
First, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July
Fourth, Labor Day, the Tuesday following Labor Day, Veterans' Day, Thanksgiving
Day, Friday after Thanksgiving Day and Christmas Day.

6.4 In the event of a state or federal law
affecting the date on which holidays are celebrated, the parties hereto will
negotiate with respect to appropriate changes in this Article with the
understanding that the number of holidays shall remain the same as set forth
above.

6.5 Any paid days off to which an employee is
entitled under this Article shall include second and/or third shift premiums, as
the case may be, if the employee is assigned to such shift on the day(s) for
which he or she is entitled to such pay.

****ARTICLE 7

Vacations

7.1 Vacation Period

The vacation period shall
be May 1 to April 30. There shall be a staffing goal of no more than 20% absent
for vacation in each GCA category of work at any time.

The first two weeks of vacation shall be taken
in not less than one week segments. Employees shall select the first two weeks
of vacation on the basis of the seniority roster in each work area. After all
employees have selected the first two weeks of vacation, employees shall select
the third and fourth week of vacation on the basis of the seniority roster in
each work area. Requests for one-week segments will take priority over requests
for single days for the third and fourth week of vacation, regardless of
seniority. In all other conflicts in requested dates, seniority shall govern
unless the Company can show that the senior employee's presence in the requested
period is indispensable. Employees required to report for national guard or
similar military duty shall have priority over requests for vacation.

****The Company shall provide a
vacation selection form on the first payday an employee works after January 1 of
each year. An employee must complete the form by March 1 to preserve seniority
privileges for selecting vacation. The form should state that March 1 is the
deadline for return of the form, and that failure to complete the form by March
1 will result in loss of seniority privileges for selecting vacation. On
approximately February 15, the Company shall post a notice and a reminder with
paychecks that failure to complete vacation forms by March 1 will result in loss
of seniority rights for selecting vacation.

An employee shall have the option of taking the
third or fourth week's vacation as a bonus on the first payday in December.

7.2 Vacation
Payments

Payment of vacation pay to employees will be
made in advance. If an employee resigns, vacation pay or fraction thereof shall
be payable in cash or check on the regular pay day for the week of separation.
If an employee is permanently laid off, his vacation or fraction thereof shall
be payable in cash or check in the week in which he or she is permanently laid
off.

7.3 Requirements

(a) Vacations will be granted to employees who
have fulfilled the following requirements prior to May 1:

(I) An employee must have worked ninety percent
(90%) of the regular hours worked by the plant during his period of employment
for the twelve (12) months preceding May 1, the start of the vacation period, to
be eligible for full vacation earned.

(ii) Three-fifths (3/5ths) of full vacation
earned if employee has worked eighty percent (80%) of the plant hours
scheduled.

(iii) No vacation earned if employee has worked
less than eighty

percent of the plant hours scheduled.

(iv) Overtime hours worked shall be included in
determining whether an

employee has met the requirements of the
subsection (i) and (ii).

(b) For the purpose of determining whether the
requirements above have been fulfilled and in computing the amount of vacation
to which an employee is entitled under Section 7.4 below, the following
additional rules shall govern:

(i) Time lost due to layoff of thirty (30)
calendar days or more, resignation, discharge or strike will not count as time
worked or earned, but shall not break industry service should the employee
re-enter the industry except as provided in Section 7.4(e).

(ii) An employee who has been employed by the
Company for at least six (6) months shall be credited, with up to a maximum
period of one (1) year, time lost by employee's sickness or accident or absence
sanctioned by management in writing, as earned time and accordingly the employee
will be paid vacation pay.

Example: A employee works two (2) years and
three (3) months for one employer and then is absent from work for nine (9)
months because of sickness. At the end of the nine (9) months' sickness, he or
she returns to work. The earned time is three (3) years. If, after receiving
vacation pay, he or she then only works another two (2) months, he or she is
entitled to two-twelfths (2/12ths) of two weeks' vacation; six (6) months,
six-twelfths (6/12ths) of two weeks, and so forth.

(iii)Apprentices do not accrue vacation until after completing
six months of employment. Once an apprentice completes six months, accrual of
vacation time is retroactive to the first day of employment.

7.4 Amount of Vacation

Vacations will be granted to employees as
follows:

(a) First Week. One (1) week's vacation or
fraction thereof will be granted employees with less than one (1) year of
industry service on May 1 based upon the number of months he or she has been
employed in accordance with the table below. This will establish him on a May 1
to May 1 basis for future vacation calculations.

LengthofIndustryServiceVacation

1 mo. 1/12 of a week 3.3
hours

2 mos. 2/12 of a week 6.6 hours

3 mos. 3/12 of a week 10.0 hours

4 mos. 4/12 of a week 13.3 hours

5 mos. 5/12 of a week 16.5 hours

6 mos. 6/12 of a week 20.0 hours

7 mos. 7/12 of a week 23.1 hours

8 mos. 8/12 of a week 26.4 hours

9 mos. 9/12 of a week 30.0 hours

10 mos. 10/12 of a week 33.3 hours

11 mos. 11/12 of a week 36.3 hours

12 mos. 1 week 40 hours

(b) Second Week. Employees with one (1) or more
years of industry service on May 1 shall be entitled to two (2) weeks' vacation
or any fraction thereof computed in accordance with the following
table:

LengthofIndustryServiceVacation

1 mos. 1/12 of 2 weeks 6.6
hours

2 mos. 2/12 of 2 weeks 13.3 hours

3 mos. 3/12 of 2 weeks 20.0 hours

4 mos. 4/12 of 2 weeks 26.6 hours

5 mos. 5/12 of 2 weeks 33.3 hours

6 mos. 6/12 of 2 weeks 40.0 hours

7 mos. 7/12 of 2 weeks 46.6 hours

8 mos. 8/12 of 2 weeks 53.3 hours

9 mos. 9/12 of 2 weeks 60.0 hours

10 mos. 10/12 of 2 weeks 66.6 hours

11 mos. 11/12 of 2 weeks 73.3 hours

12 mos. 2 weeks 80.0 hours

(c) Third Week. Employees will be granted a
third week's vacation or fraction thereof computed on a May 1 to May 1 basis
beginning with the second May of his continuous employment in the industry as
follows:

2nd May - 1 day - 8 hours

3rd May - 2 days - 16 hours

4th May - 3 days - 24 hours

5th May - 1 week - 40 hours

(d) Fourth Week. Employees will be granted a
fourth week's vacation computed on a May 1 to May 1 basis beginning with the
twenty-fifth May of his continuous employment with the Company as
follows:

21st May - 1 day - 8 hours

22nd May - 2 days - 16 hours

23rd May - 3 days - 24 hours

24th May - 4 days - 32 hours

25th May - 5 days - 40 hours

(e) Such vacation (time off) or vacation pay
shall be paid at the straight time hourly rate of pay in effect for the employee
at time of taking vacation or receiving fractional vacation pay upon separation
from employment. In figuring all earned vacation, a percentage of the regular
straight time hours worked during the year preceding May 1 will be used to
determine the vacation pay. Overtime is not to be used in computing vacation
time.

Vacation pay and vacation
bonuses shall include shift premiums for employees regularly assigned to the
second or third shifts, as the case may be, when such vacation or bonus pay
becomes due and payable.Subject to the advance approval of management (which
approval shall not be unreasonably withheld), employees may occasionally take
one-half day of vacation. Half-days cannot be scheduled on the annual vacation
calendar.

(f) For the
purpose of this Article, an employee's industry service shall be deemed
terminated in the event the employee voluntarily leaves the industry. If an
employee on layoff secures work in another field while waiting for an opening in
the granite industry, but continues to maintain union membership and contact
with the union and applies for industry

employment, his service shall not be considered
terminated for the purposes of this article until twelve (12) months from the
date of layoff.

(g) For the purpose of computing vacation pay or
fraction thereof, an employee hired on or before the fifteenth (15th) of a month
shall be credited with the full pro rata vacation pay otherwise attributable to
that month, and an employee hired after the fifteenth (15th) day of a month
shall not be credited with any pro rata vacation pay for that month. An employee
whose employment terminates on or after the fifteenth (15th) of the month shall
be credited with full pro rata vacation pay otherwise attributable to that
month. An employee whose employment terminates before the fifteenth (15th) of
the month shall not be credited with pro rata vacation pay for that
month.

Example: A employee comes to work on February
13, 1980. On May 1, 1980 he or she has completed three (3) months employment and
he or she is entitled to fractional vacation pay of three-twelfths (3/12ths) of
one (1) week. On May 1, 1981, the second May of his employment, he or she is
entitled to two (2) weeks vacation pay payable at vacation time and one (1) day
of vacation pay payable at Christmas. On May 1, 1982, he or she would be
entitled to two (2) weeks and two (2) days; May 1, 1983 - two (2) weeks and
three (3) days; and May 1, 1984 - three (3) weeks. It is assumed in this Example
that the employee worked at least ninety percent (90%) of the scheduled hours
worked by the plant during each of the applicable twelve (12) month periods. If
he or she has worked eighty percent (80%) of the time, he or she will receive
three-fifths (3/5ths) of the vacation pay otherwise due

7.5 Severance of Employment

A new employee or an employee who is laid off,
discharged or quits is to be allowed the vacation benefit to which he or she is
entitled under Section 7.4 above, prorated according to his months of service;
for example, one (1) month = 1/12th; three (3) months = 3/12ths; ten (10) months
= 10/12ths etc.

7.6 Special Employment

The vacation pay of employees, who by the
specialized nature of their work are employed by two (2) or more employers in
the course of the year, shall be paid by each employer in proportion to the time
he or she has employed the specialist.

ARTICLE
8

****Bereavement Pay/Birth of an Employee's
Child

8.1
Employees shall receive bereavement pay following the death of the relatives
listed in this Article, and the funeral and its arrangements occur during the
employee's scheduled workday. There shall be five days bereavement leave for the
death of a parent, spouse or child/stepchild. There shall be three days
bereavement leave for the death of a, brother, sister, stepmother, stepfather,
spouse's father, spouse's mother, spouse's stepmother, stepfather, or
grandchild.

There shall be one day bereavement leave for the
death of a grandparent, the grandparent of a spouse, a brother-in law, a
sister-in-law or a "significant other." If an interment is postponed to a later
date and occurs during the employee's scheduled workday, the employee may take
one of the three foregoing days off with pay on the day of interment.

8.2 Any paid days off to which an employee is
entitled under this Article shall include second or third shift premiums, as the
case may be, if the employee is assigned to such shift on the day(s) for which
he or she is entitled to such pay.

8.3 An employee will be entitled to a day off
with pay for the birth of the employee's biological child or the adoption of a
child.

ARTICLE 9

Insurance

9.1 The Company agrees to provide group insurance to
employees and dependents as set forth herein.

9.2 Benefits (a) The health and welfare plan
administered by the Company or its administrator as selected by the Company
shall provide for benefits as follows:

(i) Group life insurance - $50,000, effective
May 1, 2000; $55,000 effective May 1, 2001; and $60,000, effective May 1,
2002.

(ii) Sickness and accident insurance - $310.00
per week, effective May 1, 2000; $315.00 per week, effective May 1, 2001; and
$320.00 per week, effective May 1, 2002 for 52 weeks with a Social Security
offset for the last 26 weeks thereof; eligibility commences on the first day of
accident or hospitalized sickness and the fifth day of non-hospitalized
sickness. If an employee qualifies for sickness and accident insurance because
of five (5) days of non-hospitalized sickness and remains qualified for at least
one additional week, the Company will pay the employee the benefit described in
this Article for the unpaid five-day qualifying period.

(iii) Accidental death and dismemberment
insurance - the benefit shall be $50,000, effective May 1, 2000; $55,000
effective May 1, 2001; and $55,000, effective May 1, 2002.

(iv) Paid-up Term life insurance. (1) Employees
with ten (10) or more years of service retiring on a regular or early retirement
pension will be given a fully paid $6,000 life insurance policy.

Any employee with ten (10) or more years of
service becoming totally disabled will continue to receive coverage for the full
amount of life insurance then in effect until he or she becomes substantially
employed, as determined by the Company or insurance administrator, at which time
the insurance will be eliminated completely; or until age sixty-five (65) when
it will be eliminated and replaced by a $6,000 insurance policy that has been
fully paid by the Company.

The full amount of life insurance shall apply to
employees with at least 10 years service, and the amount of insurance shall be
prorated down by years of service for employees with less than 10 years of
service.

(v) Hospital Coverage - equivalent to the Blue
Cross semi-private 365-day plan.

(vi) Medical and Surgical Coverage - equivalent
to the Blue Shield 100% usual and customary plan with "Y" rider.

(vii) Major Medical Coverage - equivalent to
$1,000,000 lifetime maximum plan (80% over $100 annual deductible).



(viii)The Company shall provide an
optional medical insurance plan equivalent to the Vermont Health Partnership
plan, subject to the following general conditions:

1) The employee shall have the option of
selecting VHP or JY, without any pressure to select either option.

2) The Union Business Agent shall be given a
reasonable opportunity to consult with new hires and employees prior to initial
selection of health plan.

3) There shall be two periods of open enrollment
in the first year, one each year thereafter.

4) Changes to either plan can be implemented at
any time only when mutually agreed upon between both labor unions and
management. Other insurers and third-party-administrators can be used as long as
there is no reduction in benefit level at the time of change, and only with
mutual agreement of both unions and management.

5) The JY level of benefits shall be made
available to all employees, with VHP as an optional level of benefits for those
who select.

6) Employees selecting VHP shall be required to
pay 12 % of the premium, in addition to visit fees required by the VHP plan.

7) There shall be a dental
plan, with 100%-60%-0% coverage at the level of benefits described on the Delta
quote provided to all employees who obtain health insurance under VHP. The
employee contribution to the premium shall be 12%.

8) There shall be a vision plan at the level of
benefits described as VSP Plan A with a $20.00 per eye exam and $20.00 per
material charge made available to all employees who obtain health insurance on
both JY and VHP. Employer will pay 83% of the premium, and employee will pay 17%
of the premium for JY enrollees; 88-12% split for VHP enrollees.

(ix) The Company shall pay the full premium for
health insurance for one month for retirees with at least five years continuous
company service, and two months for retirees with at least ten years continuous
service with the company.

(b) The insurance benefits which are provided
shall be described in a brochure which shall be distributed to employees. The
terms and conditions under which such benefits are provided are governed by
insurance agreements between the Company and its insurance carriers. The Union
and the Company shall work together in good faith to help preserve quality
benefits, control costs, and provide information to employees.

9.3 Contributions (a) The Company is required to
pay the full cost of employees' benefits, except that employees shall pay 17% of
the premium for the JY health insurance, and 12% of the premium for the VHP
health insurance. Eligible employees shall pay 12% of the premium for the dental
plan. Employees covered by JY shall pay 17% of the premium for the vision plan.
Employees covered by the VHP shall pay 12% of the premium for the vision plan.
It is recognized that the group insurance plan is a "level of benefits" plan and
that the Company's contributions will be adjusted in accordance with changes in
the cost of the guaranteed benefits.



(b) The Company shall continue its contributions
for the health insurance coverage, life insurance and accidental death and
dismemberment insurance of a laid-off employee for three (3) calendar months
(provided the employee makes his contribution if any is required). If the
employee is laid off on or before the fifteenth (15th) of a month, that month
shall be considered the first of the three months; and if the employee is laid
off after the fifteenth (15th) of a month, the following calendar month shall be
considered the first of the three months. If an active employee dies, the
Company will continue health insurance for the survivor(s) on the employee's
health plan for three (3) months at no cost to the deceased employee's family.
To keep policies in force, both the Company and employee must pay his share
while the employee is off the job because of sickness and accident, strike or
lockout or any other suspension in the industry beyond the control of either
management or labor.

9.4 Disability (a) If an employee is permanently
and totally disabled, the Company shall continue its contribution for up to six
(6) months, as described in the previous section "Contributions." Thereafter,
the Company will provide such health insurance contributions (provided the
employee makes his contribution, if any is required) for five (5) years from the
date when he or she ceased to work due to such disability. At the end of such
five (5) year period, the Company shall thereafter continue its contributions
for individual coverage only, as long as the employee makes his contribution and
is permanently and totally disabled, or until he or she reaches age 65,
whichever occurs sooner; provided, that the Company will not make any
contributions described in this subsection (a) during any period when the
employee or his spouse is employed and group health insurance benefits are
available to them, or after he or she reaches age 65. The Company and the Union
may amend this subsection in their discretion.

9.5 Retired Employees Effective May 2, 1981, any
employee who has retired after April 30, 1975 under the provisions of the Barre
Belt Granite Employer-Union Pension Plan shall be allowed to continue group
insurance coverage in the amount of $3,000 of term insurance, subject to any
applicable insurance carrier rules and regulations. The full cost of such
coverage will be paid by the retired employee at the group rate applicable to
the term life insurance including such insurance for retired employees being
provided through the Company. The premium to be paid by such retired employees
shall be deducted from the monthly retirement payable to him under the Pension
Plan.

9.6 The Company is authorized to utilize the
services of an impartial professional consultant as deemed necessary to advise
concerning the proper operation of the insurance program.

9.7 The parties agree to consider and implement
by agreement health insurance cost containment measures with a view to improving
and increasing the quality and efficiency of health care.

**9.8 The Company
shall provide the Union with any notices threatening or canceling any insurance
coverage provided for Union employees under this Agreement. Immediately upon
cancellation, the Union and the employees may withhold all services until such
time as the insurance has been fully reinstated with retroactive coverage.

ARTICLE 10

Pension Plan
Agreement



****10.1
Merger of the Pension Plan

****The Barre Belt Granite Employer-Union
Pension Plan (the "Plan") has merged with and into the Steelworkers Pension
Trust (the "Pension Trust") pursuant to the terms of a certain merger agreement
(the "Merger Agreement") between the Plan and the Pension Trust, the terms of
which are incorporated herein by reference. (Hereafter, the merger of the Plan
and the Pension Trust is referred to as the "Merger".)

10.2
Incorporated Documents

****This Article 10 incorporates by
reference the terms of a Merger Agreement between the Plan and the Pension
Trust, and the provisions of the documents governing the Pension Trust,
including the "UIU Declaration of Trust, Effective December 5, 1997."

10.3
Contribution Rate

****The month for which the
contribution is due is referred to as the "benefit month," and the month prior
to the benefit month is referred to as the "wage month." The Employer shall
contribute to the Pension Trust each and every benefit month a sum of money
equal to $1.20 per hour for each hour worked by all Covered Employees during the
wage month. Effective April 28, 2001, the contribution shall increase to $1.25
per hour. Effective April 27, 2002, the contribution shall increase to $1.30 per
hour.

10.4 Covered
Employees

****Covered Employees are all
employees employed within the Union's Bargaining Unit who were actively employed
by the Employer for any length of time during the wage month. The Employer is
required to make a contribution on an employee whose employment is terminated
during the wage month.

****10.5 Hours Worked

****The term "Hours Worked" means not only
hours actually worked by Covered Employees but also hours not actually worked
but for which Covered Employees were paid because of vacation, holidays, jury
duty or bereavement leave.

10.6 Payment
of Contributions

Contributions are due from the Employer on the
fifteenth (15th) day of the benefit month, commencing with the
benefit month of February 1999 and each and every month thereafter so long as
this agreement is in force.

10.7 Coverage--Newly Hired Employees Not
Previously Covered

****Newly hired employees not
previously covered by the Pension Trust are not considered Covered Employees
until the first day of the first calendar month immediately after the
commencement of employment. Such calendar month is the new employee's first
benefit month. The immediately preceding calendar month is the employee's first
wage month.

****

****10.8 Coverage--Newly Hired
Employees Who Were Previously Covered****

****

****Newly hired employees
previously covered by the Pension Trust are considered Covered Employees as of
the first day of the first calendar month immediately after the commencement of
employment. This calendar month is the employee's first benefit month and the
immediately preceding calendar month is the employee's first wage
month.****

****

****10.9 Contribution Reports and
Data****

****

****The Employer shall transmit to
the Pension Trust with each contribution a contribution report on the form
furnished by the Pension Trust on which the Employer shall report the names,
status, hire and termination dates as applicable, as well as the total hours
paid to each covered employee during the wage month. The Employer shall provide
a copy of this report to the Union. The Employer further agrees to supply to the
Pension Trust such further information as may from time to time be requested by
it in connection with the benefits provided by said Pension Trust to said
employees, and to permit audits of its books and records by the Pension Trust
for the sole purpose of determining compliance with the terms and conditions of
this agreement.****

****

****10.10 Delinquent
Employers****

****

****In the event that an Employer fails to maintain
affiliation in good standing with the Pension Trust, the Employer shall be in
violation of this Article 10, in addition to all other applicable standards.
Immediately upon termination of the Employer's affiliation with the Pension
Trust, the Union and the employees may withhold all services from the delinquent
Employer until such time as the default has been cured to the satisfaction of
the Pension Trust and the Union.

****ARTICLE 11

401K PlanThe Company will establish a
Section 401(k) plan for all its union employees. The Company will match
contributions at 30% of the first $1,000 and 10% of the excess up to the maximum
contribution level allowed under the plan.

ARTICLE
12

Notices

12.1 The Company shall install a bulletin board for joint
use of the Company and Unions.

12.2 Before suspending operations the day before
or the day after a scheduled holiday, at least three (3) working days' notice
must be posted on the bulletin board.

12.3 At least twenty-four (24) hours' notice of
any other suspensions of operations must be posted on bulletin boards stating
when plant will close as well as when work is to be resumed.

12.4 An employee who gives
his employer two (2) weeks' written notice before resignation will not be
dismissed during the notice period without just cause which shall include the
employee's failure to perform the work assigned or to report to work on time as
that employee would normally do. An employee who gives notice of resignation
shall remain subject to layoff during the notice period.The employer will provide the
employee with a written form that the employee will be asked to sign to confirm
notice.

12.5 If an employer decides to meet and speak to
an employee because the employer believes that any further infraction will lead
to discharge, the employer shall inform the union and invite the union business
agent to attend the meeting. If the business agent is unavailable, notice can be
provided to a Union officer or shop steward.

ARTICLE 13

Layoff and Recall

13.1 Layoff and recall shall be on the basis of seniority
with the Company, with most senior employees enjoying preference to avoid
layoffs and to be recalled. Unless it is demonstrated that a senior employee
lacks proficiency to perform work in another category, the senior employee shall
have the right to move to another category to avoid layoff. A layoff shall
not interrupt the accrual of industry service. Employees shall have recall
rights for twelve (12) months from the date of layoff.

13.2 The Company shall provide the Union with a
seniority roster semi-annually, in April and October. There shall be a single
seniority roster for all GCA employees of the Company.

ARTICLE
14

Union Security

14.1 Employees covered by
this Agreement shall, as a condition of employment, be or become members of the
Union on the thirty-first calendar day following their date of employment or the
effective date of this Agreement, whichever is later. As a condition of
continued employment, employees must remain members of the Union in good
standing with respect to payment of initiation fees (if not already a member)
and periodic dues uniformly required as a condition of acquiring or retaining
membership.

14.2 Operators of all
granite, marble or other stone working machinery shall be members of the Union
such as: computerized stencil cutting machines, sandblast, surface cutters,
carbos, planers, lathes, die sinkers, polishing wheels, saws, paper rolls,
sharpening machines, surface plates, guillotines, sandblast stencil cutting
machines, carvers, etchers, auto etchers and wire sawing on granite when
detached from the quarry. The operation of machinery that performs functions
substantially similar to the functions performed by the machinery listed in this
Article shall be by members of the Union. Except as specified otherwise in this
Article, all work that is assigned to the jurisdiction of the various trades and
specialties within the Union by the terms of this Agreement shall only be
performed by Union members. In each facility, there may be no more than one
owner operating machinery that is assigned to Union members under the terms of
this agreement; any other owner may operate machinery only if they are Union
members.Only foremen
and management shall have the authority to discipline, hire or fire union
employees. Foremen shall not perform union work, but shall limit their
responsibilities to supervision and instruction.

14.3 GROUP
LEADER-LEADMAN. A group leader or leadman is a bargaining unit employee who has
responsibilities under a foreman in a specific work area or section. He or she
is in charge of that area in the absence of a foreman. Following instructions of
the foreman, he or she directs employees in routine work including priority and
movement of work in process. He or she has the responsibility to inspect and
reject units if they do not meet quality standards. He or she can instruct
employees and answer routine questions about work. He or she does not have the
power to hire, fire or adjust wages for personnel, or effectively recommend the
same.

ARTICLE
15

Check-Off

15.1 It is agreed that
Union initiation fees, membership dues, and assessments uniformly imposed on all
members, in accordance with the Constitution and By-Laws of the Union, shall be
deducted monthly from the pay of each employee who executes or has executed the
following "authorization for check off" form:

"I, the undersigned, an employee of Rock of Ages
Corporation, hereby

authorize and direct the Company to deduct from
my wages as checked below:

( ) Initiation fees

( ) Monthly union dues

( ) Assessments uniformly imposed on all members
as designated by the

Union, and pay same to the Granite Cutters'
Association.

"I understand that this authorization is
irrevocable for a period of one

year or until the expiration of the Agreement
between the Union and the Company, whichever occurs sooner, and shall be
automatically renewed for successive periods of one (1) year each or for the
period of each succeeding applicable collective agreement between the Company
and the Union, whichever shall be shorter, unless I notify the Company and the
Union in writing by registered mail, return receipt requested of my desire to
cancel and revoke this assignment, within ten (10) calendar days prior to the
expiration of each period of one year, or of the expiration of each applicable
collective agreement between the Company and the Union, whichever occurs
sooner."

15.2 Deductions shall be remitted by the end of
each month to an officer designated by the local union along with a list of the
employees from whom deductions are made.

****ARTICLE 16

Dispute Settlement 16.1 Any difference which may
arise as to the meaning of this Agreement or any memorandum agreement between
the parties as to compliance with the terms of such agreements shall be resolved
as follows:

Step 1: Between the foreman and employee
involved and/or Union Steward and/or other Union representative. Grievances must
be submitted within ten (10) workdays of the time the subject of the grievance
becomes or should have become known to the aggrieved employee or
Union.

Step 2: Between the Union Steward and/or other
Union representatives and the Plant Manager. If the matter is not settled within
five (5) workdays of initiating this step, it may be referred to Step
3.

Step 3: Between the Union Business
Representative and/or Union Steward and the Division Vice President and/or the
Plant Manager. If the matter is not settled at this step, then a formal written
grievance will be submitted within five (5) working days.

Step 4: Between the Granite Cutters' Association
Staff Representative, Local Union Business Agent, the President of the Company,
the Division Vice President and/or the Plant Manager.

Step 5: Submit the grievance to arbitration and
pursuant to existing voluntary labor arbitration rules of the American
Arbitration Association within thirty (30) days following the Step 4 answer. The
Arbitrator shall have no authority to alter in any way the terms and conditions
of this Agreement and shall confine his decision to a determination of the facts
and an interpretation and application of this Agreement. The decision of the
Arbitrator shall be final and binding on all parties. The fees and expenses
associated with arbitration of the grievance shall be borne equally by the
parties to the grievance or dispute.

In the event a difference is not appealed to the
next succeeding step of the above procedure within the time limit specified, the
right of appeal shall be lost.

The aggrieved employee may attend any steps of
the grievance procedures. Time limits may be extended by mutual
agreement.

16.2 Grievances may be initiated by the Company.
The grievance shall be discussed between the Company representative and the
Steward, Local Union President and/or Union Business Agent or other Union
representative. In the event such difference is not settled through such
discussion, the dispute will be further processed in accordance with the
provisions of Section 16.1, Steps 3, 4 and 5.

16.3 Grievances processed in accordance with the
provisions of this Article must be in writing and signed by the grieving party
for submission to Step 4 and succeeding Steps. It is mutually understood that
the words "Foreman" or "Plant Manager" may be replaced by the word "Company"
where appropriate. Time limits may be extended by mutual agreement.

16.4 The Union agrees that
during the term of this Agreement neither the Union nor its members shall
encourage or engage in any strikes, stoppages, slowdowns or other interruption
of work, and the Company agrees that there shall be no lockouts.

ARTICLE 17

Plant Access

It is agreed that a Business Agent and/or Union official
shall be permitted to enter any plant during working hours or during hours when
such agent or official has reason to believe employees are working, for the
purpose of administering the provisions of this Agreement. A committee wishing
to enter the plant during working hours must first get permission at the
office.

ARTICLE 18

Nondiscrimination

The parties shall comply with all applicable laws
governing equal employment opportunities for employees covered by this
agreement. This shall include laws prohibiting discrimination against employees
on account of race, color, gender, religion, national origin, age, sexual
preference, protected handicap or union activities.

ARTICLE 19

Governmental
Regulations

The Company will comply with all applicable laws,
including workers' compensation and unemployment compensation laws, enacted for
the betterment of wages and working conditions in the granite trade. All
employees must utilize safety equipment required by applicable
law.



ARTICLE
20

Substandard
Operations

It is acknowledged by the parties
that production of granite products under conditions less favorable than those
contained in this Agreement represents a threat to the prosperity of the
industry and the health and living standards of the employees working herein.If a full-time employee
works for another person or firm in the industry which competes with his
employer, it shall constitute just cause for disciplinary action, leading to
discharge for subsequent or continuing offenses. Work performed on the premises
of the Company on projects in which the Company has some interest shall not be
considered moonlighting, and shall not subject the employee to discipline or
discharge. The parties acknowledge that such moonlighting by full-time employees
is generally harmful to the industry and to the employees. It should be
discouraged. An employer found to have engaged or employed a moonlighter shall
be required to pay time and one half for all hours worked by the moonlighter;
shall be required to make all fund payments for such hours worked to the Barre
Belt Pension Fund to the extent permitted by such funds; and shall be subject to
other sanctions as a grievance committee or arbitrator deems just.

****ARTICLE 21

Labor Management Team It is mutually agreed to form a
Labor Management Team (LMT) composed equally of Union representatives and
management representatives in such total number as may be agreed from time to
time by the Union and Company.The LMT may meet on mutually agreeable occasions to
discuss and resolve issues of safety, health, betterment, interdivisional job
opportunities, productivity and other items as may be appropriate.

The LMT is
intended to increase joint cooperation and develop an active employee
involvement process. These efforts shall not interfere with any provisions of
this agreement nor circumvent the grievance procedure, nor interfere with
management's rights, but it is a goal of the LMT to avoid circumstances or
practices which could give rise to a claim by either party that the provisions
of this agreement were not adhered to and to create an atmosphere of cooperation
so as to minimize events leading to grievances.

The LMT may have various divisions or advisory
groups as mutually agreed and may meet jointly with LMTs formed in other
divisions and with other unions of the Company.

The objectives of the LMT will also focus on
increasing customer service and satisfaction, more effective methods of
operation, enhancing employee morale and creating and assuring full and open
communication among employees and the Company. The LMT will analyze and solve
identified problems and participate and support in the implementation of agreed
solutions. The LMT will also investigate and recommend actions to the Company
and Union to increase employee involvement and responsibility in the areas of
production, production teams, and quality control.

ARTICLE
22

****Safety Measures

22.1 Suction
Devices

The Company shall maintain its plants with
suction equipment as described below:

(a) All bankers using pneumatic tools and
surface machines shall be equipped with suction devices.

(b) Every employee cutting granite shall be
provided with an adequate suction device. No granite shall be cut unless this
requirement has been met.

(c) All emery wheels, in the blacksmith's shop
and plant, shall have suitable safety and suction devices. All rounding of edges
and other operations, with a pneumatic or electric machine, shall only be done
with the added use of a suction device.

(d) All sandblast rooms shall be equipped with
suitable suction devices so that they shall be in a dustless condition, both
inside and outside.

(e) All suction equipment shall be of the vacuum
type complete with adequate dust arrestors, which will filter the air before
discharge into the atmosphere.

(f) All surface cutting machines in the cutting
section of the plant shall be equipped with proper suction devices and shall
immediately cease operations when a breakdown in the air suction or other
devices occurs or when such air suction or other attachments become defective.
Workers must, at all times, be amply protected from chips, grit or water from
any machine. Proper screens, butty-boards or any other suitable method must be
furnished and used. Bumpers must not be used.

(g) The Engineer for the Department of Labor and
Industry for the State of Vermont shall confer with the Company and the Business
Agent concerning the proper function of all suction equipment in granite
plants.

22.2 Safety Glasses

The Company shall provide safety glasses for its
employees, upon the request of such employees. If an employee needs prescription
safety glasses, he or she shall pay for his own eye examination and shall
furnish the prescription to the Company. The Company shall then provide such
prescription glasses at no additional cost to the employee. Broken safety
glasses shall be replaced by the Company on a reasonable basis.

22.3 Plant Heat

Cutting plants and air for pneumatic machines is
to be heated to at least sixty (60) degrees. Hot water must also be provided. If
the Union initiates a grievance for the Company's failure to heat the plant to
60 degrees, the arbitrator is authorized to impose a penalty of two (2) hours'
pay for time lost due to lack of heat. The arbitrator shall be authorized to
impose a penalty of up to four (4) hours' pay in situations where the Company
has been found to have repeatedly failed to heat the plant as required under
this Section and if the arbitrator finds that the circumstances of such
violations warrant an additional penalty.

22.4 Miscellaneous

(a) No employee shall be permitted to operate
automatic and manual sandblast at the same time, except under conditions
mutually agreeable to the union and the Company.

(b) In turning down grindstones, water in
sufficient quantities or other suitable devices must be used at all times to
keep down the dust.

(c) Toilets connected with running water must be
furnished in every plant and must be always kept in sanitary conditions,
thoroughly boxed in and ventilated so as to eliminate all odors in conformity
with health laws.

(d) Drinking water with sanitary bubblers must
be furnished in every plant.

(e) A device to give ample warning when stones
are being carried through the plant will be used with the operation of each
traveling crane.

(f) The Company shall, at its expense, replace
chalk and chalk lines, pencils and sandblast knives, tapes, rulers, handles,
aprons, rubbers and similar equipment on a reasonable basis. The Company shall
make safety footwear (steel toe) available to requesting employees from the
Company supply room. For each requesting employee, the Company will contribute
once a year to defray the costs of safety footwear (i.e., steel toe). The
Company shall pay the full cost of the safety footwear, up to a maximum of sixty
($60.00) dollars. Subject to the advance approval of the Company, boots worn out
on the job may be replaced with prior approval. All Union employees shall wear
safety footwear (steel toe) while on the job.

22.5 Consultation and Enforcement The Company
will confer with the Union regarding safety and other rules and regulations
affecting the health, safety and comfort of the employees. The parties agree to
cooperate with each other in enforcing safety rules and practices in an effort
to reduce hazards and insure safe working conditions.

ARTICLE
23

New Machinery

23.1 The Company and the Union agree that, for the best
interest of the employees, the Company and the community as a whole, they favor
and will encourage the progress and growth of the Granite Industry in Vermont.
The Company has the right to introduce new machinery into the plant, and the
assignment of an operator to new machinery will be made on a reasonable basis
with appropriate consideration for safety, workload, existing practices, and
operational requirements including production efficiency and
flexibility.

The Company agrees that, in the operation of
granite working machinery, the present jurisdiction of the union will be
preserved. The Company further agrees that employees covered by the agreement
shall be given reasonable opportunity to become proficient with new granite
working machinery. It is understood that the employees of a manufacturer
displaced because of the introduction of new machinery into the plant shall be
given such first opportunity.

ARTICLE
24

Apprentice Training
Program

24.1 The Program

The Apprentice Training Program for Granite
Cutters, Polishers, Tool Sharpeners and Draftspersons, as developed and approved
by the Barre District Granite Manufacturers and the Unions, shall govern the
training of apprentices. No provision in the Apprentice Training Program of the
Granite Cutters, Polishers, Tool Sharpeners and Draftspersons shall operate in
violation of any provisions of this agreement.

24.2 Records

(a) The Company shall keep a record of all
apprentices in their employ. Records shall show full name, date of employment;
trade; social security number; age; and date of leaving. Records shall be open
to inspection by the Business Agent of the Union.

(b) Within thirty (30) calendar days of
employment, the Company agrees to supply the Business Agent with names of each
apprentice employed, the date of employment, the trade, the apprentice's social
security number and age. The Company also must state if the apprentice comes
within the quota as per this Agreement.

24.3 Job Training Partnership Act

The Union agrees to give the necessary approval
and to join with the Company in any future applications for funds under the Job
Training Partnership Act, subject to the understanding that the Union may
withhold such approval in the event of a substantial change in the present
employment situation in the industry.

24.4 Apprentices shall not replace a journeyman
and unemployed journeymen who apply for an apprenticeship position shall be
given first consideration for employment.

ARTICLE
25

****Leaves of Absence

25.1 Unpaid
leaves of absence may be taken only with prior written approval of the Company,
and copies of same shall be given to the Union.Applicable federal and state
statutes governing family and medical leave shall apply to any leaves which were
within their purview.

25.2 Any employee newly hired to perform the
work of an employee on leave of absence will be notified by the Company that
continued employment is temporary.

25.3Any person holding office in the
Union as a full-time Business Agent shall accrue seniority in his or her former
position while holding such office for a period of three years. Any such Union
officer can accrue additional seniority, up to a maximum of six years, that is
equal to the officer's length of service with the Company. If the Union officer
does not return to employment with the Company during the period that he or she
or she is accruing seniority under this paragraph, then the officer shall
forfeit that seniority.

Upon completion of his or her Union service, a
Union officer may exercise any accrued seniority rights to return to employment
within his or her former trade. Any Union officer who wishes to return to
service with the Company after the expiration of his or her seniority rights
shall have first preference for the first available opening in the Company
within the officer's trade for which the officer is qualified.

Any Union employee who is assigned to a
management position shall accrue seniority in his or her former position for a
period of three years. If such person does not return to his or her position as
a Union employee within three years, such seniority shall be forfeited. During
the three year period provided by this paragraph, such person may exercise any
accrued seniority rights to return to a Union position within his or her former
trade.

ARTICLE 26

Probationary Period

26.1 There shall be a probationary period of thirty (30)
calendar days for journeymen and sixty (60) calendar days for apprentices with a
right to extend such probationary periods by mutual agreement.The probationary period for a
journeyman who is a new hire, and is changing trades to a new trade, shall be
sixty days. A discharge during the probationary period shall not be subject to
the grievance or arbitration provisions of this agreement. Upon completion of
the probationary period, the employee's seniority date shall be retroactive to
his most recent date of hire.

ARTICLE
27

New Employees

27.1 In the event of a permanent vacancy which the
Company intends to fill with a journeyman, the Company will call or otherwise
notify the Union in advance and will consider the names of any journeymen
submitted by the Union.In the event of any permanent vacancy within the Company,
the Company will make a reasonable effort under the circumstances, subject to
the Company's need to fill the position promptly, to post the vacancy within the
Company. Nothing herein will require the employer to interview or hire any
applicant.

****ARTICLE 28

****Subcontracting

The Company
will subcontract bargaining unit work only if its plant lacks the physical
capacity or human resources to accommodate the work and not to avoid the terms
of this contract; provided, however, that the Company may subcontract work to
other entities that employ GCA members to perform the work that is
subcontracted. The Company will notify the Union in advance of an intent to
subcontract bargaining unit work which will result in (or prolong) either
layoffs or a reduction in the work week below forty hours; and, upon request,
will bargain with the Union about the decision and its impact upon the
employees.

ARTICLE
29

Accidents

A workman must report any accident
or defect in any stone immediately on discovering it; otherwise he or she shall
be subject to appropriate disciplinary action. Sufficient room at all times must
be given to granite cutters and other workers.If an employee is injured on the job and formal notice
(i.e., the employer's first report of injury) is provided to the State of
Vermont, a copy of the written notice will be provided to the union business
agent.

GRANITE CUTTERS' PROVISIONS

ARTICLE 1
Jurisdiction It is mutually agreed that the Union shall have jurisdiction over
the following job functions involved in the Company's plant operations: drilling
(including paper rolls and saw blocks at the plants), cutting, lettering,
finishing, surface plate finishing, carbo sawing, sandblasting, carving,
etching, planing, lathe operating, channeling for crosses or any similar work
building or monumental, polishing (whether by hand or machine), sawing (of rough
blocks into slabs, dies, etc.), bedsetting, plastering, pinning up, steeling and
grinding of granite; tool sharpening (by hand or machine) of all hand tools used
in the plants; and drafting including layouts, tracings, patterns and making
shop cards requiring drafting. All employees will be classified by the above job
functions for purposes of the provisions on layoff in Article 12. The Union and
Company agree that employees covered by this agreement may be assigned to any
other job functions within the jurisdiction of the Union as may be necessary to
assure available work is completed in a timely and efficient manner.

ARTICLE 2 Apprentice - Journeyman Apprentices
must work a period of two years to achieve the status of journeymen.

ARTICLE 3 Apprentice Quotas The apprentice quota
for all positions except draftspersons, lathe

operators and sawyers shall be: 1 for 2, 2 for 5
, 3 for 8, 4 for 11, 5 for 14, 6 for 17. One apprentice lathe operator is
allowed for each two lathes operated. One apprentice sawyer shall be allowed to
every two sawyers. One apprentice draftsperson for one journeyman draftsperson
and two apprentice draftspersons for three journeyman draftspersons shall be
allowed, but owners, partners and office managers shall not be considered
journeymen.

ARTICLE 4 4.1 All employees covered by this
contract shall not disclose any confidential information obtained from contracts
worked in any office. All custom drafting done outside of a regular eight (8)
hour day shall

be charged at the rate of time and one-half plus
ten percent (10%) extra for materials used. All custom work to be governed by
the Business Agent.

IN WITNESS WHEREOF, the undersigned have
executed this Agreement

effective April 29, 2000.

******FOR GRANITE CUTTERS'
ASSOCIATION**

**_______________________________________**

******Matthew Peake, Business
Agent**

**_______________________________________**

**Erwin Kreis,
Committeeman**

**_______________________________________**

**Sandy Conti,
Committeeman**

**_______________________________________**

**Harold Wood,
Committeeman**

**_______________________________________**

**Doug Bell,
Committeeman**

**********ROCK OF AGES CORPORATION**

**__________________________________________**

******Robert Pope, Vice
President**

**__________________________________________**

**Jerry Parrott, Vice
President**

**__________________________________________**

**Mark Gherardi, Vice
President**

**__________________________________________**

**Paul Hutchins, Manager of
Administration**

******************EXHIBIT
10.14**

**ROCK OF AGES
CORPORATION**

******SUPPLY
AGREEMENT******

**FOR******

******AMERICAN
BLACK GRANITE**

SUPPLY AGREEMENT made as of September 7, 2000, effective as of June 1,
2000 by and between KEYSTONE MEMORIALS, INC., a Georgia corporation, with its
principal office located at 1595 Washington Highway, Elberton, Georgia 30635
("KMI") and ROCK OF AGES CORPORATION, a Delaware corporation, with its principal
office located at 772 Graniteville Road, Graniteville, Vermont 05654
("ROAC").

RECITALS:

KMI and ROAC desire to enter into a
supply agreement for the supply of American Black Granite blocks and slabs
("ABG") quarried by ROAC and its subsidiaries and affiliates (ROAC and its
subsidiaries and affiliates are sometimes referred to as "ROAC") all upon the
terms and conditions set forth below.

NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1. Supply of ABG.

ROAC agrees to supply KMI primarily
slabs, but some blocks (limited to 10% of the total purchase cubic feet during
the year of the Term) of ABG, but not in excess of the following amounts for
each year of the term and not in excess of the amount allowed as of May 31,
2003, if the contract is extended beyond that time:

June 1, 2000 to May 31, 2001 50,000
cubic feet

June 1, 2001 to May 31, 2002 60,000
cubic feet

June 1, 2002 to May 31, 2003 60,000
cubic feet

The annual cubic feet limitation (the
"Annual Limitation") on ABG sales by ROAC to KMI applies during each year of the
Term. Any portion of the Annual Limitation not purchased in any year during the
Term may not be carried over to the next year of the Term so that if in one year
during the term KMI purchases only twenty-five thousand (25,000) cubic feet of
ABG the twenty-five to thirty-five thousand (25,000 to 35,000) cubic feet not
purchased may not be purchased in the next year of the Term.

2. Term and
Termination.

This Agreement shall be for a term of
three (3) yeas, commencing June 1, 2000. Unless ROAC shall give written notice
of non-renewal to KMI at least ninety (90) days prior to

the anniversary of the Term or any
renewal thereof, this Agreement shall automatically renew for three additional
one (1) year terms.

Notwithstanding the foregoing, effective
June 1, 2003, either party shall have the right to terminate this Agreement by
giving at least one-hundred eighty (180) days prior written notice to the other
of such termination.

3. Prices for ABG.

For the first three years of the Term of
the Agreement, the price to be charged by ROAC for ABG slabs supplied to KMI
under this agreement will be twenty percent (20%) below its published price list
at the time the order is placed by KMI, plus a cash discount of two percent (2%)
net 30 days. The price to be charged by ROAC for ABG blocks under this agreement
for the initial three years of the Agreement will be ten percent (10%) below its
published price list for ABG blocks at the time the order is placed by KMI, plus
a cash discount of 2%, net 30 days.

Effective June 1, 2003, the price to be
charged by ROAC for ABG slabs supplied to KMI under this agreement will be ten
percent (10%) below its published price list at the time the order is placed by
KMI, plus a cash discount of two percent (2%) net 30 days. The price to be
charged by ROAC for ABG blocks under this agreement will be five percent (5%)
below its published price list for ABG blocks at the time the order is placed by
KMI, plus a cash discount of 2%, net 30 days.

ROAC's current price list for ABG is
attached as Exhibit 2. ROAC shall, have the right to raise its ABG slab
and block prices by an amount not to exceed five percent (5%) during each year
of the Term commencing with the year beginning on June 1, 2000 and ending on May
31, 2003. Beginning June 1, 2003 ROAC shall, have the right to raise its ABG
slab and block prices by an amount not to exceed 10 percent (10%) during each
year of the term.

4. KMI Minimum Purchase
Obligation

Effective June 1, 2003, in order for
this Agreement to remain in full force and effect, KMI shall purchase a minimum
of 40,000 cubic feet of ABG during each year of the Term. Subject to the terms
of section 4 below, in the event that KMI fails to meet its purchase obligation,
this Agreement may be terminated by ROAC upon written notice to KMI.



5. Reasonable
Efforts.

KMI acknowledges that ABG is a natural
product subject to fluctuation in quality and supply as the quarry formation is
worked. Accordingly, ROAC is unable to predict future supply and quality of ABG
with certainty. Accordingly, while ROAC will use commercially reasonable efforts
to supply ABG in the amounts set forth in section 2, ROAC shall have no
liability to KMI in the event that conditions of the quarry or otherwise make it
commercially impracticable to supply such amounts.

6. Quality and Size Allowance.

ROAC will provide monumental grade ABG
to KMI as specified by ROAC. KMI will receive normal adjustments for defects for
cracks and quality provided to its customers in the ordinary course of business
and subject to slab and block size allowances granted to ROAC's customers in the
ordinary course of business.

7. Overdue Invoices.

ROAC will have no obligation to supply
KMI at anytime KMI has a balance due ROAC beyond sixty (60) days of any invoice
date. ROAC may thereafter refuse shipment for credit reasons or require cash in
advance or C.O.D. payment terms to assure payment for ABG blocks and slabs sold
to KMI.

8. No Resale by KMI of ABG.

KMI agrees not to resell, transfer or
otherwise distribute (herein collectively a "Resell") ABG blocks or slabs
purchased under this agreement to any third party, whether a subsidiary or
affiliate of KMI or not; and agrees that in the event of a Resell, ROAC may
immediately terminate this agreement.

9. Assignment Successors and
Assigns.

This agreement is binding upon and shall
inure to the benefit of the parties hereto, provided, however, that ROAC may not
assign any of its right, duties and obligations under this agreement without the
prior written consent of KMI, except to a successor by merger or reorganization
to ROAC.

10. Notices.

Any notice or other communication
required or permitted under this agreement shall be in writing and shall be
deemed to have been duly given (i) upon hand delivery, or (ii) on the third day
following delivery to U.S. Postal Service as certified or registered mail,
return receipt requested and postage prepaid, or (iii) on the first day
following delivery to a nationally recognized United States overnight courier
services, fee prepaid, return receipt or other confirmation of delivery
requested or (iv) when telecopied or sent by facsimile transmission if an
additional notice is also given under (i), (ii) or (iii) above within three (3)
days thereafter. Any such notice or communication shall be directed to a party
at its address set forth below or at such other address as may be designated by
a party in a notice given to all other parties hereto in accordance with the
provisions of this section.

If to KMI: Mr. George T. Oglesby Jr.,
President

Keystone Memorials, Inc.

PO Box 6077

Elberton, GA 30635

Telephone: (706) 283-5402

Telecopy: (706) 283-4758

with copy to:

If to ROAC: Jon M. Gregory,
President

Rock of Ages Corporation

Quarry Division

772 Graniteville Road

Graniteville, VT 05654

Telephone: 800 476-3121

Teletax: 802 476 3110

with a copy to: Michael Tule, Vice
President and General Counsel

Rock of Ages Corporation

369 North State Street

Concord, NH 03301

Telephone: (603) 225-8397

Telecopy: (603) 225-4801

11. Section Headings.

Section headings are employed in this
agreement for reference purposes only and shall not affect the interpretation or
meaning of this agreement.

12. Complete Agreement.

Neither this agreement nor any provision
hereof may be changed, waived, modified, discharged, amended or terminated
orally but only by an instrument in writing signed by all parties hereto. The
waiver by any party hereto of a breach of any provisions of this agreement shall
not operate or be construed as a waiver of any other party or subsequent breach.
The failure of any party at any time or times to require performance of any
provision hereof shall in no manner affect its right at a later time to enforce
the same. This agreement, together with the Exhibits attached hereto or
incorporated herein pursuant to Section 13 hereof, constitutes the only
agreement among the parties hereto concerning the subject matter hereof and
supersedes all prior agreements, whether written or oral, relating
thereto.

13. Governing Law, Jurisdiction and
Venue.

This agreement shall be governed by and
construed in accordance with the laws of the State of New Hampshire; and any
actions brought pertaining to the same shall lie only in the Merrimack County
New Hampshire Superior Court, in the United States District Court for the
District of New Hampshire, the Elbert County Superior Court, Georgia, or the
United States District Court for the Middle District of Georgia, all of which
courts are the sole and exclusive forums for any actions or claims by the
parties to this agreement; and each party hereto consents to the jurisdiction
of, and venue in, said courts in any action brought by another party hereto and
agrees that no claims or action brought by another party hereto and agrees that
no claims or actions relating to any matter hereunder will be brought by them in
any other courts of said States, any other state or any other
country.

14. Counterparts. This agreement
may be executed in counterparts and by different parties on different
counterparts with the same effect as if the signatures were on the same
instrument. This agreement shall be effective and binding upon all parties
hereto as of the time when all parties have executed a counterpart of this
agreement.

15. Exhibits.

Each Exhibit or Schedule delivered
pursuant to the terms of this agreement shall be in writing and shall constitute
a part of this agreement. The parties may agree with respect to any Schedule or
Exhibit required to be attached to this agreement, that such Schedule or
Exhibit, if mutually satisfactory, may be attached to this agreement after the
date of execution hereof and after mutual approval thereof, such subsequently
attached Schedule or Exhibit shall be treated as if it were attached to this
agreement as of the date of execution of this agreement. All Exhibits and
Schedules attached hereto are specifically incorporated herein by reference and
made a part hereof. The words "agreement," "herein" and "hereof" as used herein
shall in all respects include the entirety of this agreement together with all
Exhibits and Schedules attached hereto and all documents required or permitted
to be delivered hereunder.

IN WITNESS WHEREOF, the parties hereto
have executed this agreement all as of the date first above
written.

ROCK OF AGES CORPORATION

By:Jon M. Gregory, President -
Quarry

Division

KEYSTONE MEMORIALS, INC.

By: George T. Oglesby Jr.,
President

Witness