MERCHANT METALS HOLDING COMPANY

and

MMI PRODUCTS, INC.

INDEMNIFICATION AGREEMENT

THIS AGREEMENT ("Agreement") is entered into effective as of December 17, 2001 (the "Effective Date"), among MMI Products, Inc., a Delaware corporation ("MMI"), Merchant Metals Holding Company, a Delaware corporation ("MMHC," and collectively with MMI, the "Companies"), and John M. Piecuch ("Indemnitee").

RECITALS

1. Highly competent and experienced persons are becoming more reluctant to serve corporations as directors, executive officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.
2. The Board of Directors of each Company (each a "Board") has determined that the inability to attract and retain such persons would be detrimental to the best interests of such Company and its stockholders and that such Company should act to assure such persons that there will be increased certainty of such protection in the future.
3. Each Board has also determined that it is reasonable, prudent and necessary for its Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve such Company free from undue concern that they will not be so indemnified.
4. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of each Company on the condition that he be so indemnified.

In consideration of the foregoing and the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereby agree as follows:

1. CERTAIN DEFINITIONS
2. SERVICES BY INDEMNITEE
3. Services
4. INDEMNIFICATION
5. General
6. Proceedings Other Than by or in Right of either Company
7. Proceedings by or in Right of the Company
8. EXPENSES
9. Expenses of a Party Who Is Wholly or Partly Successful
10. Expenses of a Witness or Non-Party
11. Advancement of Expenses
12. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION
13. Request by Indemnitee
14. Determination of Request
15. If a Change in Control shall have occurred, by Independent Counsel (selected in accordance with Section 5.3 hereof), in a written opinion to such Board, a copy of which shall be delivered to Indemnitee unless Indemnitee shall request that such determination be made by the Disinterested Directors, in which case in the manner provided for in clause (i) of paragraph (b) below;
16. If a Change in Control shall not have occurred, (i) by a majority vote of the Disinterested Directors, even though less than a quorum of such Board, or (ii) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to such Board, a copy of which shall be delivered to the Indemnitee, or (iii) if Indemnitee and such Company mutually agree, by the stockholders of such Company; or
17. As provided in Section 5.4(b) hereof.
18. Independent Counsel
19. Presumptions and Effect of Certain Proceedings
20. Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to Section 5.1 hereof, and the applicable Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption.  Such presumption shall be used by Independent Counsel (or other person or persons determining entitlement to indemnification) as a basis for a determination of entitlement to indemnification unless such Company provides information sufficient to overcome such presumption by clear and convincing evidence.
21. If the person or persons empowered or selected under this Article V to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by such Company of Indemnitee's request for indemnification, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a knowing misstatement by Indemnitee of a material fact, or knowing omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with Indemnitee's request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating to such determination; provided further, that the 60-day limitation set forth in this Section 5.4(b) shall not apply and such period shall be extended as necessary (i) if within 30 days after receipt by such Company of Indemnitee's request for indemnification under Section 5.1 hereof Indemnitee and such Company have agreed, and its Board has resolved, to submit such determination to the stockholders of such Company pursuant to Section 5.2(b) hereof for their consideration at an annual meeting of stockholders to be held within 90 days after such agreement and such determination is made thereat, or a special meeting of stockholders for the purpose of making such determination to be held within 60 days after such agreement and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel, in which case the applicable period shall be as set forth in Section 6.1(c) hereof.
22. The termination of any Proceeding or of any Claim, issue or matter by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not by itself adversely affect the rights of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith or in a manner that he reasonably believed to be in or not opposed to the best interests of the applicable Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.  Indemnitee shall be deemed to have been found liable in respect of any Claim, issue or matter only after he shall have been so adjudged by the Court after exhaustion of all appeals therefrom.
23. CERTAIN REMEDIES OF INDEMNITEE
24. Indemnitee Entitled to Adjudication in an Appropriate Court
25. Adverse Determination Not to Affect any Judicial Proceeding
26. Applicable Company Bound by Determination Favorable to Indemnitee in any Judicial Proceeding or Arbitration
27. Applicable Company Bound by the Agreement
28. Indemnitee Entitled to Expenses of Judicial Proceeding
29. MISCELLANEOUS
30. Non-Exclusivity
31. Insurance and Subrogation
32. To the extent either Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of such Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of such Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent or fiduciary under such policy or policies.
33. In the event of any payment by a Company under this Agreement, such Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable such Company to bring suit to enforce such rights.
34. Neither Company shall be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under either Company's Certificate of Incorporation or Bylaws or any insurance policy, contract, agreement or otherwise.
35. Certain Settlement Provisions
36. Duration of Agreement
37. Notice by Each Party
38. Certain Persons Not Entitled to Indemnification
39. Indemnification for Negligence, Gross Negligence, etc
40. Enforcement
41. Successors and Assigns
42. Amendment
43. Waivers
44. Entire Agreement
45. Severability
46. Notices
47. Certain Construction Rules
48. The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  As used in this Agreement, unless otherwise provided to the contrary, (i) all references to days shall be deemed references to calendar days and (ii) any reference to a "Section" or "Article" shall be deemed to refer to a section or article of this Agreement.  The words "hereof," "herein" and "hereunder" and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."  Unless otherwise specifically provided for herein, the term "or" shall not be deemed to be exclusive.  Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.
49. For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to "serving at the request of either Company" (or derivatives thereof) shall include any service as a director, nominee for director, officer, employee or agent of such Company which imposes duties on, or involves services by, such director, nominee, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of such Company" as referred to in this Agreement.
50. Governing Law
51. Counterparts
52. Joint and Several Liability of the Companies

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

MMI PRODUCTS, INC.

By:/s/ Robert N. Tenczar

Robert N. Tenczar

Vice President and Chief Financial Officer

MERCHANTS METALS HOLDING COMPANY

By:/s/ Robert N. Tenczar

Robert N. Tenczar

Vice President and Chief Financial Officer

INDEMNITEE:

/s/ John M. Piecuch

John M. Piecuch