Exhibit 10.6


	SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Second Amended and Restated Employment Agreement 
("Agreement") made as of the 1st day of May, 1998, between 
William M. Troutman ("Executive") and Lone Star Industries, Inc., 
a Delaware corporation having its principal office at 300 First 
Stamford Place, Stamford, Connecticut and its successors and 
assigns ("Lone Star" or the "Company").
	W I T N E S S E T H:
WHEREAS, the Company and the Executive are parties to 
an Amended and Restated Employment Agreement dated as of February 
1, 1996, as amended effective August 1, 1996 (the "Superseded 
Employment Agreement"), and desire to amend and restate the 
Superseded Employment Agreement in its entirety.
NOW, THEREFORE, in consideration of the mutual 
promises, agreements and covenants hereby made, the mutual 
benefits to be derived from this Agreement and for other good and 
valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree to amend and 
restate the Superseded Employment Agreement as follows:
1.	Lone Star hereby employs Executive, and Executive 
hereby accepts employment by Lone Star, on the terms and 
conditions set forth in this Agreement for an initial term of 
twenty-six (26) consecutive months commencing as of the date 
hereof and ending on June 30, 2000 (the "Initial Term"), as 
President and Chief Executive Officer, with such duties as are 
specified in the By-Laws of Lone Star and such other duties 
customary to the position as may be assigned to Executive from 
time to time by the Board of Directors of Lone Star.  Unless 
terminated pursuant to the other terms hereof, this Agreement 
shall continue in full force and effect after the Initial Term 
for successive terms of two years (each such term, and the 
Initial Term, a "Term").
2.	Lone Star shall pay Executive a salary ("Salary") 
at the rate of $400,000 per annum until the effective date of 
termination of this Agreement.  Salary shall continue to be paid 
to Executive on the currently established pay periods of Lone 
Star.  The Compensation and Stock Option Committee (or such other 
Board committee as shall then be responsible for making such 
decisions or, if none, the full Board of Directors) may in its 
discretion consider increases in the Executive's Salary from time 
to time, and upon any such increase "Salary" for purposes hereof 
shall thereafter mean the Executive's salary as so increased, 
notwithstanding any purported subsequent reduction thereof by any 
such committee or the Board.  In addition, the Compensation and 
Stock Option Committee (or such other Board committee as shall 
then be responsible for making such decisions, or if none, the 
full Board of Directors) may in its discretion consider granting 
to the Executive from time to time such bonuses, stock options or 
other incentive compensation as it deems appropriate.
3.	(a)	(i)	Either party, by written notice to the 
other at least six months prior to the expiration of the then 
current Term, may terminate this Agreement effective at the 
expiration of such Term.  (ii) Lone Star, by written notice which 
sets forth the effective date of termination (which shall not be 
earlier than six (6) months after receipt of the written notice), 
may terminate this Agreement at any time for reasons (including 
without limitation, disability of the Executive) other than Cause 
(as hereinafter defined).
(b)	In the event that this Agreement is 
terminated by the Executive pursuant to Section 4 below or Lone 
Star terminates this Agreement pursuant to Section 3(a) above, 
Executive shall be entitled to a severance payment in an amount 
equal to Executive's Salary for the period from the effective 
date of the termination through the date one year (18 months, in 
the case of a termination pursuant to Section 4) after the 
effective date of the termination (the "Severance Period"). 
Severance shall be paid in lump sum on the effective date of the 
termination.  In addition, the Executive shall continue to 
receive life insurance and medical insurance under the Company's 
Executive Medical Plan for Active Employees (as in effect as of 
the date of this Agreement and described in Article III of the 
Supplemental Agreement) during the Severance Period (which is in 
addition to, and not in lieu of, benefit continuation under the 
Consolidated Omnibus Budget Reconciliation Act of 1985 
("COBRA")).  Severance pay pursuant to this Section shall be in 
lieu of severance pay pursuant to any other Lone Star severance 
policy.
(c)	Lone Star shall have the right to terminate 
this Agreement for Cause during the Initial Term and thereafter 
and (subject to Section 6 below) Executive shall not be entitled 
to receive severance pay pursuant to this Section or any other 
policy or agreement of Lone Star.  Cause shall be construed to 
mean:
(1)  The willful and continued failure 
by the Executive to substantially perform his duties with Lone 
Star (other than any such failure resulting from his disability 
due to physical or mental illness) after a written demand for 
performance is delivered which specifically identifies the manner 
in which he has not substantially performed his duties, or
(2)	the willful engaging by Executive 
in gross misconduct materially and demonstrably injurious to the 
Company, monetarily or otherwise, or
  					(3)	conviction of fraud, theft or 
embezzlement.
For purposes of this Section, no act, or failure 
to act, shall be considered "willful" unless done, or omitted to 
be done, not in good faith or without reasonable belief that the 
action or omission was in the best interest of the Company.
The written demand in Section (c)(1) shall be 
delivered to the Executive by the Board of Directors and shall 
set forth a reasonable period (not shorter than 30 business days) 
in which Executive is expected to comply with said demand.  If 
Executive does not comply thereafter, Lone Star shall have the 
right to terminate this Agreement upon seven (7) days' written 
notice to Executive.
4.	(a)	Lone Star hereby agrees not to: (i) change 
the Executive's duties so that a reasonable man would interpret 
the change to be a demotion; or (ii) direct the Executive to  
relocate his office to a new location which is either in a State 
other than Indiana or more than twenty-five (25) miles from 
Indianapolis, Indiana (excluding any relocation occurring prior 
to a Change in Control, as defined below, of the Executive's 
office (A) as a result of a relocation of Lone Star's operations 
presently located in Indianapolis, Indiana and (B) applicable to 
substantially all officers of Lone Star operating out of such 
location).  In the event Lone Star breaches its obligations in 
the immediately preceding sentence, Executive, at his option (and 
without limiting his remedies), can (if such demotion or 
direction to relocate is not rescinded or corrected by the 
Company within 30 days after written notice by Executive to the 
Company, reasonably identifying, in the case of a demotion, the 
change in duties complained of) declare himself terminated for 
"Good Reason" by giving written notice to Lone Star, and Lone 
Star shall pay Executive severance pay and benefits as provided 
in Section 3(b) of this Agreement.  In no event shall Executive 
be required to perform duties or to suffer relocation prohibited 
by this Section 4.
(b)	In the event of the Executive's physical or 
mental incapacity, the Executive may declare himself terminated 
for "Incapacity" by giving written notice to Lone Star, Lone Star 
shall pay Executive severance pay and benefits as provided in 
Section 3(b) of this Agreement.  "Physical or mental incapacity" 
shall mean the inability of Executive by reason of a physical or 
mental illness to perform his duties hereunder for a period of 90 
consecutive days or a total of 120 days in any twelve month 
period and such incapacity is determined by a physician selected 
by Executive (or his legal representatives) and reasonably 
acceptable to the Company to be such as prevents Executive from 
performing adequately his normal duties to the Company.  During 
any period that the Executive is unable to perform his duties by 
reason of physical or mental incapacity, Executive shall continue 
to receive his full compensation and benefits hereunder.
5.	Executive shall participate in Lone Star's 401(k) 
savings plan and vacation and holiday programs and other benefits 
in the same manner as other executive salaried employees of Lone 
Star and in accordance with the terms thereof; provided that 
Executive shall not participate in any short term disability 
insurance plan, long term disability insurance plan or the 
Company's Supplemental Executive Retirement Plan dated July 16, 
1996.  
6.	Following a Change in Control, as defined below, 
the Executive, on thirty days written notice (which notice must 
be delivered within twelve months after the Company gives the 
Executive notice of the Change in Control or the Executive has 
actual knowledge of such Change in Control), may terminate his 
employment with the Company.  Upon any such termination, the 
Executive shall be entitled to lump sum severance pay in an 
amount equal to thirty months' Salary.  In addition, the 
Executive shall continue to receive life insurance and medical 
insurance under the Company's Executive Medical Plan for Active 
Employees (as in effect as of the date of this Agreement and 
described in Article III of the Supplemental Agreement) during 
the Severance Period (which is in addition to, and not in lieu 
of, benefit continuation under COBRA).  Severance pay pursuant to 
this Section shall be in lieu of severance pay pursuant to any 
Lone Star policy or other agreement and all other obligations of 
the Company for severance pay under this Agreement.  For purposes 
of this Agreement a "Change in Control" shall be deemed to have 
occurred upon the occurrence of any of the following events:
(i)  Any acquisition by any individual, entity or group 
(within the meaning of Section 13(d)(3) or 14(d)(2) of the 
Securities Exchange Act of 1934 (the "Exchange Act")) (a 
"Person") of beneficial ownership (within the meaning of Rule 
13d-3 promulgated under the Exchange Act) of shares of common 
stock of the Company (the "Common Stock") and/or other voting 
securities of the Company entitled to vote generally in the 
election of directors ("Outstanding Company Voting Securities") 
after which acquisition such individual, entity or group is the 
beneficial owner of twenty percent (20%) or more of either (A)(1) 
the then outstanding shares of Common Stock or (2) the 
Outstanding Company Voting Securities; excluding, however, the 
following:  (1) any acquisition by the Company, (2) any 
acquisition by an employee benefit plan (or related trust) 
sponsored or maintained by the Company or (3) any acquisition by 
any corporation pursuant to a reorganization, merger, 
consolidation or similar corporate transaction (in each case, a 
"Corporation Transaction"), if, pursuant to such Corporate 
Transaction, the conditions described in clauses (1), (2) and (3) 
of paragraph (iii) of this Section 6 are satisfied; or (B) any 
transaction in which the Executive and the Chairman of the 
Company (both as of the date of this Agreement and subject to 
health related availability) (1) retain their current positions 
with the Company immediately after such transaction and (2) will 
immediately after such transaction beneficially own an aggregate 
(for both such executives), directly or indirectly (including, 
without limitation, ownership by family members, trusts or 
foundations for or controlled by family members), more than 5% of 
either the (a) then outstanding shares of common stock of the 
Company and/or (b) the other voting securities of the Company 
entitled to vote generally in the election of directors (any 
transaction under this clause (B) hereinafter referred to as a 
"Management Event").
(ii)  A change in the composition of the Board of 
Directors of the Company (other than in connection with a 
Management Event) such that the individuals who, as of the date 
hereof, comprise a class of directors of the Board (the members 
of each class of directors of the Board as of the date hereof 
shall be hereinafter referred to as an "Incumbent Class" and the 
members of all of the Incumbent Classes shall be hereinafter 
collectively referred to as the "Incumbent Board") cease for any 
reason to constitute at least a majority of the class; provided, 
however, for purposes of this subsection that any individual who 
becomes a member of an Incumbent Class subsequent to the date 
hereof whose election, or nomination for election by the 
Company's stockholders, was approved in advance or 
contemporaneously with such election by a vote of at least a 
majority of those individuals who are members of the Incumbent 
Board and a majority of those individuals who are members of such 
Incumbent Class (or deemed to be such pursuant to this proviso), 
shall be considered as though such individual were a member of 
the Incumbent Class; but, provided further, that any such 
individual whose initial assumption of office occurs as a result 
of either an actual or threatened election contest (as such terms 
are used in Rule 14a-11 of Regulation 14A promulgated under the 
Exchange Act) or other actual or threatened solicitation of 
proxies or consents by or on behalf of a Person other than the 
Board of Directors of the Company or actual or threatened tender 
offer for shares of the Company or similar transaction or other 
contest for corporate control (other than a tender offer by the 
Company) shall not be so considered as a member of the Incumbent 
Class; or
(iii)  The approval by the stockholders of the Company 
of a Corporate Transaction or, if consummation of such Corporate 
Transaction is subject, at the time of such approval by stock-
holders, to the consent of any government or governmental agency, 
the obtaining of such consent (either explicitly or implicitly); 
excluding, however, a Management Event or a Corporate Transaction 
pursuant to which (1) all or substantially all of the individuals 
and entities who are the beneficial owners, respectively, of the 
outstanding shares of Common Stock and Outstanding Company Voting 
Securities immediately prior to such Corporate Transaction will 
beneficially own, directly or indirectly, more than eighty 
percent (80%) of, respectively, the outstanding shares of common 
stock of the corporation resulting from such Corporate 
Transaction and the combined voting power of the outstanding 
voting securities of such corporation entitled to vote generally 
in the election of directors, (2) no Person (other than the 
Company, any employee benefit plan (or related trust) of the 
Company or the corporation resulting from such Corporate 
Transaction and any Person beneficially owning, immediately prior 
to such Corporate Transaction, directly or indirectly, twenty 
percent (20%) or more of the outstanding shares of Common Stock 
or Outstanding Company Voting Securities, as the case may be) 
will beneficially own, directly or indirectly, twenty percent 
(20%) or more of, respectively, the outstanding shares of common 
stock of the corporation resulting from such Corporate 
Transaction or the combined voting power of the then outstanding 
securities of such corporation entitled to vote generally in the 
election of directors and (3) individuals who were members of the 
Incumbent Board will constitute at least a majority of the 
members of board of directors of the corporation resulting from 
such Corporate Transaction; or
(iv)  The approval of the stockholders of the Company 
of (1) a complete liquidation or dissolution of the Company or 
(2) the sale or other disposition of all or substantially all of 
the assets of the Company; excluding, however, such a sale or 
other disposition to a corporation (A) in connection with a 
Management Event or (B) with respect to which following such sale 
or other disposition, (1) more than eighty percent (80%) of, 
respectively, the then outstanding shares of common stock of such 
corporation and the combined voting power of the then outstanding 
voting securities of such corporation entitled to vote generally 
in the election of directors will be then beneficially owned, 
directly or indirectly, by all or substantially all of the 
individuals and entities who were the beneficial owners, 
respectively, of the outstanding shares of Common Stock and 
Outstanding Company Voting Securities immediately prior to such 
sale or other disposition, (2) no Person (other than the Company 
and any employee benefit plan (or related trust) of the Company 
or such corporation and any Person beneficially owning, 
immediately prior to such sale or other disposition, directly or 
indirectly, twenty percent (20%) or more of the outstanding 
shares of Common Stock or Outstanding Company Voting Securities, 
as the case may be) will beneficially own, directly or 
indirectly, twenty percent (20%) or more of, respectively, the 
then outstanding shares of common stock of such corporation and 
the combined voting power of the then outstanding voting 
securities of such corporation entitled to vote generally in the 
election of directors and (3) individuals who were members of the 
Incumbent Board will constitute at least a majority of the 
members of the board of directors of such corporation.
In the event of any conflict between this Section 6 and 
any other Section of this Agreement (other than Section 5), the 
terms of this Section 6 shall control so that, without 
limitation, the Executive shall be entitled to the payment and 
benefits provided under this Section 6 notwithstanding any 
purported termination (whether for Cause or otherwise) and 
regardless of whether such purported termination precedes or 
follows the giving of a notice of termination by the Executive 
under this Section 6 by the Company.
7.	Immediately upon the occurrence of a Change in 
Control, the Company shall establish a grantor trust on behalf of 
the Executive, subject to the claims of the Company's creditors 
(commonly referred to as a "Rabbi Trust").  The Company shall 
contribute to the Rabbi Trust an amount sufficient to provide for 
the severance benefits and payment of all other benefits under 
this Agreement.  Any payments made to the Executive under this 
Agreement shall be made from such Rabbi Trust.  The Rabbi Trust 
shall terminate and any remaining assets shall be returned to the 
Company no sooner than July 1, 2005, unless the Executive has 
provided written notice of an unsatisfied claim to the trustee of 
the Rabbi Trust, in which case the Rabbi Trust shall not 
terminate until such claim is resolved pursuant to paragraph 12.
8.	Upon presentation to Lone Star of appropriate 
documentation, Executive will be entitled to reimbursement within 
guidelines established by Lone Star for all reasonable and 
necessary business expenses incurred by him for entertainment, 
travel and similar items.
9.	Executive agrees that during his period of 
employment by Lone Star and thereafter he shall hold in 
confidence and not disclose to any unauthorized person any 
knowledge or information acquired and possessed by him of a 
confidential nature or any trade secret with respect to the 
business of Lone Star, and not to disclose, publish or make use 
of the same without the prior express consent of Lone Star.  
Executive shall be free to disclose such information, knowledge 
or trade secret in the ordinary course of his carrying out his 
duties as an officer of Lone Star, and shall be free to disclose 
such information, knowledge or trade secret during his period of 
employment by Lone Star and thereafter if such matters become 
public or if compelled by legal process.
10.	Executive agrees that during the term of his 
employment he will not without the consent of Lone Star, in any 
manner, directly or indirectly, own, manage, be employed by, 
operate, join, control, participate in, be connected with, engage 
in, or become interested in any business of the same or similar 
nature to, or competitive with, that carried on by Lone Star 
during the Executive's employment by Lone Star, in those parts of 
the world where Lone Star does business.  Ownership of publicly 
traded securities of a business of the same or similar nature to, 
or competitive with, that carried on by Lone Star, shall not 
violate this paragraph, provided the Executive does not acquire 
more than 5% of the voting stock of any such corporation.
11.	The Executive agrees that any copyright or 
patentable invention that he may conceive, make, invent, suggest 
or reduce to practice during the period of his employment with 
Lone Star (whether individually or jointly with any other person 
or persons), relating in any way to the business of Lone Star 
shall be the sole, exclusive and absolute property of Lone Star.
12.	Any dispute hereunder shall be resolved in the 
same manner as is provided in Section 4.1 of the Supplemental 
Agreement.  Any amounts not paid by the Company hereunder within 
five business days after the date they are due shall be paid with 
interest from its due date at the rate announced from time to 
time by Citibank, N.A. as its prime or similar rate plus 3%.
13.	Nothing contained in this Agreement (including, 
without limitation, any of the terms and conditions of the last 
sentence of Section 3(b), Section 5, Section 6 and this Section 
13) shall affect the force and effect of (i) the Second Amended 
and Restated Agreement, of even date herewith, between the 
Company and the Executive relating to certain supplemental 
retirement, medical insurance, disability and other benefits and 
rights, a copy of which is attached hereto as Exhibit A (the 
"Supplemental Agreement"); (ii) the Company's Executive Incentive 
Plan as in effect from time to time or his right to receive 
benefits thereunder (including, without limitation, his right to 
any bonus thereunder upon a Change in Control or otherwise) or 
(iii) any indemnification agreements or arrangements including 
those set forth in the Company's Certificate of Incorporation or 
By-laws.  This Agreement and the Supplemental Agreement 
constitute the entire agreement between the parties as to matters 
covered hereby and thereby and may not be changed or modified 
except by an agreement in writing signed by Lone Star and the 
Executive.  This Agreement supersedes the Superseded Employment 
Agreement.
     14.	(a)	Anything in this Agreement or the 
Supplemental Agreement to the contrary notwithstanding, in the 
event it shall be determined that any payment or distribution by 
the Company (including any made from plans sponsored by the 
Company, through annuities, Rabbi Trusts or otherwise) to or for 
the benefit of Executive, whether paid or payable or distributed 
or distributable pursuant to the terms of this Agreement 
(including this Section 14), the Supplemental Agreement, the 
Company's Executive Incentive Plan or otherwise (any such 
payments or distributions being individually referred to herein 
as a "Payment", and any two or more of such payments or 
distributions being referred to herein as "Payments"), would be 
subject to the excise tax imposed by Section 4999 of the Internal 
Revenue Code of 1986, as amended ("Code") (such excise tax, 
together with any interest thereon, any penalties, additions to 
tax, or additional amounts with respect to such excise tax, and 
any interest in respect of such penalties, additions to tax or 
additional amounts, being collectively referred herein to as the 
"Excise Tax"), then Executive shall be entitled to receive and 
the Company shall make an additional payment or payments 
(individually referred to herein as a "Gross-Up Payment," and any 
two or more of such additional payments being referred to herein 
as "Gross-Up Payments") in an amount such that after payment by 
the Executive of all Taxes (as defined in Section 14(e)) imposed 
upon all Gross-Up Payments, Executive retains an amount of such 
Gross-Up Payments equal to the Excise Tax imposed upon the 
Payments.
			(b)	Subject to the provisions of Section 14(c) 
and (d), any determination required to be made under Section 
14(a) including whether Gross-Up Payments are required and the 
amount of such Gross-Up Payments, shall initially be made, at the 
Company's expense, by nationally recognized tax counsel retained 
to represent the Executive by the Company, such counsel to be 
mutually acceptable to the Company and the Executive ("Tax 
Counsel").  Tax Counsel shall provide detailed supporting legal 
authorities, calculations and documentation both to the Company 
and the Executive within 15 business days after the termination 
of the Executive's employment, if applicable, and such other time 
or times as is reasonably requested by the Company or the 
Executive.  If Tax Counsel makes the initial determination that 
no Excise Tax is payable by the Executive with respect to a 
Payment or Payments, it shall furnish the Executive with an 
opinion that no Excise Tax will be imposed with respect to any 
such Payment or Payments.  As a result of the uncertainty in the 
application of Sections 4999 and 280G of the Code, it is possible 
that Gross-Up Payments (or portions thereof) which will not have 
been made by the Company should have been made, and if upon any 
reasonable written request from the Executive, the Company or Tax 
Counsel, Tax Counsel thereafter determines that the Executive is 
required to make a payment of any Excise Tax or any additional 
Excise Tax, as the case may be, Tax Counsel shall, at the 
Company's expense, determine the amount of the underpayment that 
has occurred and any such underpayment (together with any 
additional Taxes resulting from the Payment or resulting from the 
underpayment of Excise Tax) shall be promptly paid by the Company 
to Executive.
			(c)	The Company shall defend (by the Tax Counsel 
or by other nationally recognized tax counsel acceptable to the 
Executive), hold harmless and indemnify the Executive on a fully 
grossed-up after Tax basis from and against any and all Excise 
Tax, other Taxes, claims, losses, liabilities, obligations, 
damages, impositions, assessments, demands, judgments, 
settlements, fines, interest, costs and expenses (including 
reasonable attorneys', accountants', and experts' fees and 
expenses) (collectively, "Costs") with respect to any claim made 
against the Executive by the Internal Revenue Service, any other 
governmental agency or any other person or entity, for any Excise 
Tax.
			(d)	Pending the outcome of any such claim, the 
Company shall advance to Executive on an interest-free basis, the 
total amount of the Excise Tax or other Taxes claimed in order 
for Executive to pay or cause to be paid the Excise Tax or other 
Taxes claimed.  Executive shall, at the Company's reasonable 
request and at the Company's sole cost and expense, file a claim 
for refund of such Excise Tax and/or other Taxes and sue for a 
refund of such Taxes if such claim for refund is disallowed by 
the appropriate taxing authority (it being understood and agreed 
by the parties hereto that the Company shall only be entitled to 
sue for a refund and the Company shall not be entitled to 
initiate any proceeding in, for example, United States Tax Court) 
and shall indemnify and hold Executive harmless, on a fully 
grossed-up after Tax basis, from any Tax imposed with respect to 
such advance or with respect to any imputed income with respect 
to such advance.  Within ten (10) days after the Company is 
notified of a claim against the Executive for Excise Tax, whether 
such notice is provided by the Executive or otherwise, the 
Company (i) shall notify the Executive in writing (a "Defense 
Notice") that the Company is defending and indemnifying the 
Executive for such claim pursuant to Section 14(c), and 
thereafter (ii) shall control the defense or prosecution, at its 
sole cost, expense and risk, of such claim by all appropriate 
proceedings, which proceedings shall be defended or prosecuted 
diligently by the Company to a final determination; provided, 
however, that (i) the Company shall not, without Executive's 
prior written consent, enter into any compromise or settlement of 
such claim that would adversely affect Executive, (ii) any 
request from the Company to the Executive regarding any extension 
of the statute of limitations relating to assessment, payment or 
collection of taxes for the taxable year of Executive with 
respect to which the contested issues involved in, and amount of, 
the claim relate is limited solely to such contested issues and 
amount, and (iii) the Company's control of any contest or 
proceeding shall be limited to issues with respect to the claim 
and Executive shall be entitled to settle or contest, in his sole 
and absolute discretion, any other issue raised by the Internal 
Revenue Service or any other taxing authority.  So long as the 
Company is diligently defending or prosecuting such claim, 
Executive shall provide or cause to be provided to the Company 
any information reasonably requested by the Company that relates 
to such claim, and shall otherwise cooperate (at the Company's 
sole cost and expense) with the Company and its representatives 
in good faith in order to contest effectively such claim.  The 
Company shall keep Executive informed of all developments and 
events relating to any such claim (including, without limitation, 
providing to Executive copies of all written materials pertaining 
to any such claim), and Executive or his authorized 
representatives shall be entitled, at Executive's expense, to 
participate in all conferences, meetings and proceedings relating 
to any such claim.  If the Company fails to (i) timely deliver a 
Defense Notice or (ii) thereafter perform the obligations under 
Section 14(c) to the Executive's reasonable satisfaction, then 
Executive shall at any time thereafter have the right (but not 
the obligation), at his election and in his sole and absolute 
discretion, to defend or prosecute, at the sole cost, expense and 
risk of the Company, such claim.  Executive shall have full 
control of such defense or prosecution and such proceedings, 
including any settlement or compromise thereof.  If requested by 
Executive, the Company shall cooperate, and shall cause its 
affiliates to cooperate, in good faith with Executive and his 
authorized representatives in order to contest effectively such 
claim.  The Company may attend, but not participate in or 
control, any defense, prosecution, settlement or compromise of 
any claim controlled by Executive pursuant to this Section 14(d) 
and shall bear its own costs and expenses with respect thereto.  
In the case of any claim that is defended or prosecuted by 
Executive, Executive shall, from time to time, be entitled to 
current payment, on a fully grossed-up after Tax basis, from the 
Company with respect to Costs incurred by Executive in connection 
with, or arising out of, such defense or prosecution.
	(e)	For purposes of this Section 14, the terms 
"Tax" and "Taxes" mean any and all federal, state and local taxes 
of any kind whatsoever (including, but not limited to, any and 
all Excise Tax, income taxes, FICA taxes and employment taxes), 
together with any interest thereon, any penalties, additions to 
tax, or additional amounts with respect to such taxes and any 
interest in respect of such penalties, additions to tax, or 
additional amounts.
15.	The Company has purchased and shall maintain in 
effect, on behalf of the Executive, (i) an insurance policy to 
cover any litigation costs of the Executive (or his spouse) 
associated with the enforcement of this Agreement or the 
Supplemental Agreement against the Company in an amount of 
$250,000 and (ii) an insurance policy to cover certain medical 
benefits under the Supplemental Agreement in the event of a 
default thereunder by the Company.  The Company shall fully 
reimburse the Executive for the federal, state and local taxes 
incurred by the Executive in connection with the purchase and 
maintenance of such policies (the "Reimbursement") and any 
federal, state or local taxes on the Reimbursement, based on the 
highest marginal tax rate in effect so that the Executive has no 
federal, state or local tax liability as a result of this 
section.	
16.	The Company agrees that if the Executive's 
employment with the Company is terminated pursuant to this 
Agreement during the term of this Agreement, the Executive shall 
not be required to seek other employment or to attempt in any way 
to reduce any amounts payable to the Executive by the Company 
pursuant to this Agreement.  Further, the amount of any payment 
or benefit provided for in this Agreement shall not be reduced by 
any compensation earned by the Executive or benefit provided to 
the Executive as the result of employment by another employer or 
otherwise.  Except as otherwise provided herein and apart from 
any disagreement between the Executive and the Company concerning 
interpretation of this Agreement or any term or provision hereof, 
the Company's obligations to make the payments provided for in 
this Agreement and otherwise to perform its obligations hereunder 
shall not be affected by any circumstances, including, without 
limitation, any set-off, counterclaim, recoupment, defense or 
other right which the Company may have against the Executive.
17.	This Agreement shall be governed by and construed 
in accordance with the laws of the State of Connecticut.
18.	This Agreement shall be binding upon and inure to 
the benefit of the Company, including any purchaser of all or 
substantially all of the assets of the Company and the surviving 
entity of any merger or consolidation to which the Company is a 
party and the Executive and his heirs, executors, administrators 
and legal representatives.
19.	Except as provided herein, this Agreement cannot 
be assigned by Lone Star or Executive without prior written 
consent.

20.	All notices, communications, etc., shall be sent 
to:
(a)	Corporate Secretary
Lone Star Industries, Inc.
300 First Stamford Place
Stamford, CT  06912
(b)	William M. Troutman
8751 Jaffa Court, East Drive
Apartment 31
Indianapolis, IN 46260




                        	
William M. Troutman



LONE STAR INDUSTRIES, INC.



By:                     	
   David W. Wallace 
   Chairman of the Board


		- and -



By:                                
   Jack R. Wentworth 
   Chairman of the Compensation
   and Stock Option Committee


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