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                                                                     EXHIBIT 2.1


                                MERGER AGREEMENT

         THIS MERGER AGREEMENT (this "AGREEMENT"), dated as of May 15, 1998, by
and between the following parties:

         CMI MANAGEMENT, INC., a Delaware corporation ("HOLDINGS"),

         CMI ACQUISITIONS, INC., a Delaware corporation ("CMI ACQUISITIONS"), 
and

         CMI INDUSTRIES, INC., a Delaware corporation ("CMI")

                                   WITNESSETH

         WHEREAS, CMI Acquisitions is a wholly-owned subsidiary of Holdings; and

         WHEREAS, the parties wish to undertake a merger of CMI Acquisitions
         with and into CMI pursuant to which CMI will be the surviving
         corporation and will become a wholly-owned subsidiary of Holdings (the
         "MERGER"); and

         WHEREAS, it is the intention of the parties that prior to the effective
         time of the Merger certain stockholders of CMI will

         (i)      exchange their shares of CMI Common Stock (as defined in
                  Section 2.1) for shares of Holdings Common Stock (as defined
                  in Section 2.1), and

         (ii)     exchange their existing options to purchase CMI Common Stock
                  for equivalent options to purchase Holdings Common Stock

         (collectively the "EXCHANGE") pursuant to an Exchange Agreement, dated
         as of even date herewith, between those stockholders and Holdings (the
         "EXCHANGE AGREEMENT"); and


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         WHEREAS, pursuant to the Merger the remaining shares of CMI Common
         Stock and options to purchase CMI Common Stock will be converted into
         the right to receive cash and shares of Holdings Common Stock as set
         forth in this Agreement; and

         WHEREAS, it is the intention of Holdings and CMI Acquisitions that
         funding for the cash payments to be made to the holders of CMI Common
         Stock in connection with the Merger will be obtained from the following
         transactions:

         (i)      the issuance and sale by Holdings to BancBoston Ventures,
                  Inc., or one of its affiliates ("BBV") of approximately
                  200,000 shares of Holdings Common Stock (the ("NEW SHARES")
                  the proceeds of which will be contributed by Holdings to CMI
                  Acquisitions; and

         (ii)     the issuance by CMI Acquisitions or CMI of approximately
                  $175,000,000 principal amount of Senior Subordinated Notes
                  (the "NEW NOTES") the proceeds of which will also be used for
                  the repurchase of CMI's existing Senior Subordinated Notes
                  (the "OLD NOTES"); and

         (iii)    borrowings of approximately $28 million by CMI under its
                  existing credit facilities (as such facilities are to be
                  amended) or borrowings of such an amount by CMI Acquisitions
                  (the "NEW SENIOR CREDIT FACILITY")

         (the Exchange, the issuance of the New Shares and the New Notes and the
         borrowings under the New Senior Credit Facility are referred to herein
         collectively as the "RELATED TRANSACTIONS");

         NOW THEREFORE, in consideration of the premises and the mutual
         covenants and agreements contained in this Agreement, the parties agree
         as follows:

                               ARTICLE 1 -- MERGER

1.1      THE MERGER. At the Effective Time (as defined in Section 1.3), CMI
         Acquisitions shall be merged with and into CMI in accordance with the
         provisions of this Agreement and the Delaware General Corporation Law
         (the "DGCL"), and the separate existence of CMI Acquisitions shall
         thereupon cease, and CMI, as the surviving corporation in the Merger
         (the "SURVIVING CORPORATION"), shall continue its corporate existence
         under the laws of the State of Delaware as a wholly-owned subsidiary of
         Holdings. The Merger shall have the effect provided under the
         applicable laws of the State of Delaware including, but not limited to,
         Section 259 of the DGCL.

1.2      CLOSING. The closing of the transactions contemplated by this Agreement
         (the "CLOSING") shall take place at the offices of Sutherland, Asbill &
         Brennan, 999 Peachtree Street, N.E.,


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         Atlanta, Georgia 30309-3996, on June 30, 1998 or such later date and
         time after all conditions set forth in Article 6 have been satisfied or
         waived in writing but in no event later than the third business day
         after all such conditions shall have been satisfied or waived or such
         other date as may be agreed upon by the parties hereto (the "CLOSING
         DATE"). At the Closing the parties shall confirm the satisfaction or
         waiver of the conditions set forth in Article 6.

1.3      EFFECTIVE TIME OF THE MERGER. Simultaneously with or immediately after
         the Closing, the parties shall cause the certificate of merger attached
         as Exhibit A (the "CERTIFICATE OF MERGER") to be executed, delivered
         and filed with the Secretary of State of Delaware in accordance with
         the provisions of the DGCL. The Merger shall become effective at the
         time of such filing unless a different effective time is specified in
         the Certificate of Merger pursuant to the DGCL (such time being the
         "EFFECTIVE TIME").

1.4      EFFECT OF THE MERGER. At the Effective Time, the effect of the Merger
         shall be as provided in the applicable provisions of the DGCL. Without
         limiting the generality of the foregoing, and subject thereto, at the
         Effective Time all the property, rights, privileges, powers and
         franchises of CMI and CMI Acquisitions shall vest in the Surviving
         Corporation, and all debts, liabilities, obligations, restrictions,
         disabilities and duties of each of CMI and CMI Acquisitions shall
         become the debts, liabilities, obligations, restrictions, disabilities
         and duties of the Surviving Corporation.

1.5      CERTIFICATE OF INCORPORATION; BY-LAWS. The Certificate of Incorporation
         and By-laws of CMI as in effect immediately prior to the Effective Time
         shall continue as the Certificate of Incorporation and By-laws of the
         Surviving Corporation, until duly amended in accordance with applicable
         law.

1.6      DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. At the Effective
         Time, the persons who are directors and officers of CMI Acquisitions at
         the Effective Time will become the directors and officers of the
         Surviving Corporation until such time as they may be replaced in
         accordance with the By-laws of the Surviving Corporation.

                  ARTICLE 2 -- CONVERSION OF SHARES AND OPTIONS

2.1      CONVERSION OF SHARES. At the Effective Time, by virtue of the Merger
         and without any action on the part of CMI, CMI Acquisition or any
         holder of any of the following securities:

         (a)      CMI Common Stock. Each issued and outstanding share of $1.00
                  par value common stock of CMI ("CMI COMMON STOCK"), excluding
                  any such shares held in the treasury of CMI, any such shares
                  held by Holdings or its subsidiaries, and any such shares
                  exchanged for shares of $1.00 par value common stock of
                  Holdings ("HOLDINGS COMMON STOCK") pursuant to the Exchange
                  Agreement, shall automatically be canceled and shall
                  thereafter be converted into only the right to


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                  receive the Common Merger Consideration. The term "COMMON
                  MERGER CONSIDERATION" shall mean the right to receive for each
                  share of CMI Common Stock:

                  (i)      $43.00; and

                  (ii)     2/45 of a share of Holdings Common Stock.

         (b)      Treasury; Holdings Shares. Each share of CMI Common Stock held
                  in the treasury of CMI or held by Holdings or any of its
                  subsidiaries shall be automatically canceled and extinguished,
                  and no payment shall be made in respect thereof.

         (c)      CMI Acquisitions Common Stock. Each issued and outstanding
                  share of CMI Acquisitions common stock, par value $1.00, at
                  the Effective Time shall be converted into and shall
                  thereafter represent one validly issued, fully paid and
                  nonassessable share of common stock of the Surviving
                  Corporation.

2.2      CONVERSION OF CMI STOCK OPTIONS. At the Effective Time, the issued and
         outstanding options to purchase shares of CMI Common Stock ("CMI
         OPTIONS") will be treated as follows:

         (a)      Each CMI Option exchanged pursuant to the Exchange Agreement
                  will be canceled and exchanged for an option to purchase
                  shares of Holdings Common Stock in accordance with the terms
                  of the Exchange Agreement.

         (b)      Each CMI Option

                  (i)      which is not exchanged pursuant to the Exchange 
                           Agreement and

                  (ii)     which the holder thereof has agreed to convert into
                           the Option Merger consideration,

                  shall automatically be canceled and converted into the right
                  to receive the Option Merger Consideration for each share of
                  CMI Common Stock that is subject to the CMI Option.

         (c)      All other CMI Options shall remain outstanding in accordance
                  with the terms of such Options provided that the right to
                  purchase each share of CMI Common Stock shall be converted
                  into the right to purchase Common Merger Consideration. No
                  interest shall accrue on the cash portion of the Common Merger
                  Consideration.

         (d)      The term "OPTION MERGER CONSIDERATION" shall mean the right to
                  receive for each such share:


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                  (i)      an amount equal to (A) $43.00 minus (B) the exercise
                           price per share pursuant to such CMI Option (its
                           "EXERCISE PRICE"), and

                  (ii)     2/45 of a share of Holdings Common Stock; provided 
                           that

                           (A)      if the Exercise Price is more than $43.00
                                    but less than $45.00, then the number of
                                    shares of Holdings Common Stock to be issued
                                    under this clause (ii) shall be calculated
                                    in accordance with the following formula:

                           Number of shares = 2/45 x ($45 minus Exercise Price),
                                                      ------------------------
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                           (B)      if the Exercise Price is $45.00 or more then
                                    this clause (ii) shall be inapplicable and
                                    no shares of Holdings Common Stock will be
                                    issued under this clause (ii).

2.3      NO FRACTIONAL SHARES. No scrip or fractional shares of Holdings Common
         Stock shall be issued in the Merger upon conversion of CMI Common Stock
         or CMI Options as provided in Section 2.1 or 2.2. Each registered
         holder of CMI Common Stock or CMI Options who would otherwise have been
         entitled to receive a fractional share of Holdings Common Stock upon
         conversion of his CMI Common Stock or CMI Options shall be entitled to
         receive a cash payment with respect to such fractional share in an
         amount equal to $45.00 multiplied by a fraction equivalent to such
         fractional share.

2.4      STOCK TRANSFER BOOKS. From and after the Effective Time, no transfer of
         CMI Common Stock outstanding prior to the Effective Time shall be
         registered on the stock transfer books of CMI. If, after the Effective
         Time, certificates for CMI Common Stock are presented to the Surviving
         Corporation for transfer, such certificates shall be canceled and
         exchanged for the Common Merger Consideration (together with the Option
         Merger Consideration, the "MERGER CONSIDERATION"). From and after the
         Effective Time, the holders of shares of CMI Common Stock or CMI
         Options outstanding immediately prior to the Effective Time shall cease
         to have any rights with respect to shares of CMI Common Stock or CMI
         Options except as otherwise provided herein or by applicable law.

2.5      SURRENDER AND EXCHANGE OF CERTIFICATES REPRESENTING CMI COMMON STOCK.

         (a)      Surrender of Certificates. Subject to Section 2.6 with respect
                  to dissenting holders of CMI Common Stock, at the Closing, the
                  following actions shall be taken:

                  (i)      Each holder of a certificate representing CMI Common
                           Stock (a "CMI CERTIFICATE") or any document
                           evidencing a CMI Option (a "CMI OPTION DOCUMENT")
                           shall surrender it to Holdings, together with a duly
                           endorsed


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                           transfer power and a letter of transmittal (a "LETTER
                           OF TRANSMITTAL") in the form attached as Exhibit B
                           (such Letter of Transmittal to be provided to the
                           holder by CMI Acquisitions at least three business
                           days prior to the Closing). Letters of Transmittal,
                           together with any documents, transfer powers, or
                           certificates accompanying such Letter of Transmittal,
                           received by Holdings or CMI Acquisitions prior to the
                           Closing shall be held in escrow until the Closing, at
                           which time such documents shall, for purposes of this
                           Agreement, be deemed surrendered to Holdings as if
                           they were surrendered at the Closing.

                  (ii)     Holdings shall deliver to each holder of CMI Common
                           Stock that is eligible for conversion pursuant to
                           Section 2.1 who surrenders his CMI Certificates, and
                           to each holder of any CMI Options who has agreed to
                           receive Option Merger Consideration pursuant to
                           Section 2.2 who surrenders his CMI Option Documents

                           (A)      payment, by wire transfer in immediately
                                    available funds to an account specified by
                                    such holder not less than two business days
                                    before the Closing Date, of an amount equal
                                    to the sum of

                                    (I)     $43.00 multiplied by the number of
                                            shares of CMI Common Stock
                                            represented by such CMI
                                            Certificates, plus

                                    (II)    if applicable, the cash amount
                                            payable to that holder pursuant to
                                            Section 2.2 with respect to any CMI
                                            Options surrendered in accordance
                                            with this Section 2.5.

                           (B)      a certificate representing that number of
                                    shares of Holdings Common Stock equal to (I)
                                    2/45 multiplied by (II) the number of shares
                                    of CMI Common Stock represented by such CMI
                                    Certificates,

                           (C)      if applicable, a certificate representing
                                    that number of shares of Holdings Common
                                    Stock to be issued to such holder pursuant
                                    to Section 2.2 with respect to any CMI
                                    Options surrendered in accordance with this
                                    Section 2.5, and

                           (D)      if applicable, as to any fractional share of
                                    Holdings Common Stock, a check payable to
                                    the holder representing the cash
                                    consideration to which such holder shall
                                    have become entitled pursuant to Section
                                    2.3.

                  (iii)    The CMI Certificates and CMI Option Documents so
                           surrendered shall be deemed canceled.


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                  To those shareholders of record or CMI Option holders entitled
                  to receive consideration hereunder who do not surrender, or on
                  whose behalf there is not surrendered, their CMI Common Stock
                  or CMI Options at the Closing, the Surviving Corporation shall
                  cause to be mailed promptly after the Effective Time, the
                  Letter of Transmittal and the instructions thereto. After the
                  Effective Time, the holders of CMI Common Stock or CMI Options
                  shall be entitled to look to Holdings for payment of the
                  Merger Consideration and Holdings shall promptly pay to such
                  holder the Merger Consideration upon the surrender by such
                  holder of his or her CMI Certificates to Holdings in
                  accordance with this Section 2.5.

                  From the Effective Time until surrender in accordance with the
                  provisions of this Section 2.5, each share of CMI Common Stock
                  and any CMI Certificate evidencing such shares (other than
                  shares of CMI Common Stock that are held in CMI's treasury or
                  are owned by Holdings or its subsidiaries or have been
                  exchanged pursuant to the Exchange Agreement) and each CMI
                  Option with respect to which the holder agrees to receive the
                  Option Merger Consideration pursuant to Section 2.2 shall
                  represent for all purposes only the right to receive the
                  Common Merger Consideration or the Option Merger Consideration
                  from Holdings promptly upon surrender to Holdings of such
                  documents. All payments in respect of shares of CMI Common
                  Stock or CMI Options that are made in accordance with the
                  terms of this Agreement shall be deemed to have been made in
                  full satisfaction of all rights pertaining to such securities.

         (b)      Lost Certificates. In the case of any lost, misplaced, stolen
                  or destroyed CMI Certificate, the holder thereof may be
                  required, as a condition precedent to delivery to such holder
                  of the Common Merger Consideration, to deliver to Holdings (i)
                  an affidavit swearing before a notary that such certificates
                  have been lost, misplaced, stolen or destroyed and cannot be
                  located after a thorough search and (ii) an indemnity
                  agreement in customary form.

         (c)      No Interest. No interest shall be paid or accrued on any
                  portion of the Merger Consideration regardless of the cause of
                  delay in payment of the Merger Consideration.

         (d)      Dividends on Holdings Common Stock.  No holder of a CMI 
                  Certificate or a CMI Option shall be entitled to payment of
                  any dividend or other distribution from Holdings having a
                  record date after the Effective Time until surrender of such
                  holder's CMI Certificate and CMI Option Documents pursuant to
                  this Section 2.5. Upon such surrender, there shall be paid to
                  the holder the amount of any dividends or other distributions
                  (without interest) that previously became payable by Holdings,
                  but were not paid by reason of the foregoing, with respect to
                  the number of whole shares of Holdings Common Stock
                  represented by the certificate or certificates issued upon
                  such surrender. From and after the Effective Time, Holdings
                  shall, however, be


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                  entitled to treat any such CMI Certificate or CMI Option
                  Document that has not yet been surrendered for exchange as
                  evidencing the ownership of the aggregate Merger Consideration
                  into which the CMI Common Stock or CMI Option represented by
                  such CMI Certificate or CMI Option Document shall have been
                  converted, notwithstanding any failure to surrender such CMI
                  Certificate or CMI Option Document.

         (e)      No Liability. Neither Holdings nor CMI shall be liable to any
                  holder of shares of CMI Common Stock or CMI Options for any
                  shares of Holdings Common Stock (or dividends or distributions
                  with respect thereto) delivered to a public official pursuant
                  to any abandoned property, escheat or similar law.

         (f)      Withholding Rights.  Holdings shall be entitled to deduct and 
                  withhold from the Merger Consideration otherwise payable
                  pursuant to this Agreement to any holder of shares of CMI
                  Common Stock or CMI Options such amounts as Holdings is
                  required to deduct and withhold with respect to the making of
                  such payment under the Internal Revenue Code, or any provision
                  of state, local or foreign tax law. To the extent that amounts
                  are so withheld by Holdings, such withheld amounts shall be
                  treated for all purposes of this Agreement as having been paid
                  to the holder of the shares of CMI Common Stock or CMI Options
                  in respect of which such deduction and withholding was made by
                  Holdings.

2.6      DISSENTING CMI STOCKHOLDERS. Notwithstanding any provision of this
         Agreement to the contrary, shares of CMI Common Stock that are
         outstanding immediately prior to the Effective Time and which are held
         by stockholders who shall have not voted in favor of the Merger or
         consented thereto in writing and who shall have demanded properly in
         writing appraisal for such shares in accordance with Section 262 of the
         DGCL (collectively, the "DISSENTING SHARES") shall not be converted
         into or represent the right to receive the Common Merger Consideration.
         Such stockholders shall be entitled to receive payment of the appraised
         value of such shares of CMI Common Stock held by them in accordance
         with the provisions of such Section 262, except that all Dissenting
         Shares held by stockholders who shall have failed to perfect or who
         shall have withdrawn or lost their rights to appraisal of such shares
         of CMI Common Stock under such Section 262 shall thereupon be deemed to
         have been converted into and to have become exchangeable for, as of the
         Effective Time, the right to receive the Common Merger Consideration,
         without any interest thereon, upon surrender, in the manner provided in
         Section 2.5, of the certificate or certificates that formerly evidenced
         such shares.

               ARTICLE 3 -- REPRESENTATIONS AND WARRANTIES OF CMI

         CMI hereby represents and warrants to Holdings and CMI Acquisitions as
follows:


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3.1      ORGANIZATION AND AUTHORITY OF CMI. CMI is a Delaware corporation duly
         organized and existing in good standing under the DGCL. CMI has all
         necessary corporate power and authority to enter into this Agreement,
         to carry out its obligations hereunder and to consummate the Merger.
         Except for the approval of the holders of the requisite percentage of
         CMI Common Stock contemplated by Section 6.1(a), the execution and
         delivery of this Agreement by CMI, the performance by CMI of its
         obligations hereunder and the consummation by CMI of the Merger and the
         other Transactions to which CMI is a party have been duly authorized by
         all requisite action on the part of CMI. This Agreement has been duly
         executed and delivered by CMI, and (assuming due authorization,
         execution and delivery by Holdings and CMI Acquisitions) this Agreement
         constitutes a valid and binding obligation of CMI enforceable against
         it in accordance with its terms.

3.2      CAPITALIZATION. The authorized capital stock of CMI consists of
         2,100,000 shares of CMI Common Stock, of which 1,695,318 shares are
         issued and outstanding, 83,000 shares are held in CMI's treasury and
         225,000 shares are reserved for issuance upon the exercise of CMI
         Options. All of the issued and outstanding shares of CMI Common Stock
         have been duly authorized and are validly issued, fully paid and
         nonassessable.

3.3      NO CONFLICT. Except as specified on Schedule 3.3 of the Disclosure
         Schedule and assuming that the Merger is approved by the holders of the
         requisite percentage of CMI Common Stock, the execution, delivery and
         performance of this Agreement and the consummation by CMI of the Merger
         and the other Transactions to which CMI is a party do not and will not

         (a)      violate, conflict with or result in the breach of any 
                  provision of the Certificate of incorporation or By-laws of 
                  CMI,

         (b)      conflict with or violate any law or governmental order 
                  applicable to CMI, or

         (c)      conflict with, or result in any breach of, constitute a 
                  default (or event which with the giving of notice or lapse or
                  time, or both, would become a default) under, require any
                  consent under, or give to others any rights of termination,
                  amendment, acceleration, suspension, revocation, or
                  cancellation of, or result in the creation of any lien,
                  encumbrance or any other charges of whatsoever nature on any
                  of the assets or properties of CMI pursuant to, any note,
                  bond, mortgage, indenture, contract, agreement, lease,
                  sublease, license, permit, franchise or other instrument or
                  arrangement to which CMI is a party or by which any of such
                  assets or properties are bound or subject to.

3.4      GOVERNMENTAL CONSENTS AND APPROVALS. The execution, delivery and
         performance of this Agreement and the consummation of the Transactions
         by CMI do not and will not require any consent, approval, authorization
         or other order of, action by, filing with, or notification to, any
         governmental authority other than the filing of the appropriate merger
         documents with the Secretary of State of Delaware as required by the
         DGCL.


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3.5      ABSENCE OF LITIGATION. There is no action pending or, to the knowledge
         of CMI, threatened against CMI, or any of its assets, before any
         governmental authority which would prevent or delay consummation of the
         transactions contemplated by this Agreement, or otherwise prevent CMI
         from performing any of its obligations under this Agreement and the
         consummation of the transactions contemplated thereby.

3.6      BROKERS.  Except for

         (a)      fees and expenses payable to Merrill Lynch, Pierce, Fenner & 
                  Smith, Inc.,

         (b)      fees and expenses payable in connection with the acquisition
                  or repayment of the Old Notes and the placement of the New
                  Notes,

         (c)      fees and expenses payable to BBV in connection with the
                  issuance and sale of the New Shares under certain
                  circumstances and fees and expenses payable in connection with
                  the New Senior Credit Facilities, and

         (d)      fees and expenses payable to The Robinson-Humphrey Company,
                  LLC in connection with the issuance of the fairness opinion
                  referred to in Section 6.1(j),

         no broker, finder or investment banker is entitled to any brokerage,
         finder's or other fee or commission in connection with the Merger or
         any of the Related Transactions based upon arrangements made by or on
         behalf of CMI.

3.7      DISCLAIMER.  No representation or warranty is made by CMI except as 
         expressly set forth in this Article 3.


         ARTICLE 4 -- REPRESENTATIONS AND WARRANTIES OF HOLDINGS

         Holdings and CMI Acquisitions hereby jointly and severally represent
and warrant to CMI as follows:

4.1      ORGANIZATION AND AUTHORITY OF HOLDINGS AND CMI ACQUISITIONS. Each of
         Holdings and CMI Acquisitions is a Delaware corporation duly organized
         and existing in good standing under the DGCL. Each of Holdings and CMI
         Acquisitions has all necessary corporate power and authority to enter
         into this Agreement, to carry out its obligations hereunder and to
         consummate the Merger. The execution and delivery of this Agreement by
         Holdings and CMI Acquisitions, the performance by Holdings and CMI
         Acquisitions of their respective obligations hereunder and the
         consummation by Holdings and CMI Acquisitions of the Merger has been
         duly authorized by all requisite action on the part of Holdings and CMI
         Acquisitions. This Agreement has been duly executed and delivered by
         Holdings and CMI Acquisitions, and (assuming due authorization,
         execution and delivery by CMI) this


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<PAGE>   11
         Agreement constitutes a valid and binding obligation of Holdings and
         CMI Acquisitions enforceable against Holdings and CMI Acquisitions in
         accordance with its terms.

4.2      CAPITALIZATION. The authorized capital stock of Holdings consists of
         750,000 shares of Holdings Common Stock of which 100 shares are issued
         and outstanding. The authorized capital stock of CMI Acquisitions
         consists of 1,000 shares of $1.00 par value common stock of which 1,000
         shares are outstanding. All of the issued and outstanding shares of
         Holdings Common Stock and common stock of CMI Acquisitions have been
         duly authorized and are validly issued, fully paid and nonassessable.
         As of the date of this Agreement, the shares of Holdings capital stock
         are owned beneficially and of record as set forth in Schedule 4.2.

4.3      NO CONFLICT. Except as specified in Schedule 4.3, the execution,
         delivery and performance of this Agreement and the consummation of the
         Merger by Holdings and CMI Acquisitions do not and will not

         (a)      violate, conflict with or result in the breach of any
                  provision of the Certificate of incorporation or By-laws of
                  Holdings or CMI Acquisitions,

         (b)      conflict with or violate any law or governmental order
                  applicable to Holdings or CMI Acquisitions, or

         (c)      conflict with, or result in any breach of, constitute a
                  default (or event which with the giving of notice or lapse or
                  time, or both, would become a default) under, require any
                  consent under, or give to others any rights of termination,
                  amendment, acceleration, suspension, revocation, or
                  cancellation of, or result in the creation of any lien,
                  encumbrance or any other charges of whatsoever nature on any
                  of the assets or properties of Holdings and CMI Acquisitions
                  pursuant to, any note, bond, mortgage, indenture, contract,
                  agreement, lease, sublease, license, permit, franchise or
                  other instrument or arrangement to which Holdings and CMI
                  Acquisitions is a party or by which any of such assets or
                  properties are bound or subject to.

4.4      SOLVENCY; FRAUDULENT CONVEYANCE. Each of Holdings and CMI Acquisitions
         is solvent and will not be rendered insolvent by the Merger or the
         Related Transactions and, after giving effect to the Merger and the
         Related Transactions, neither Holdings nor the Surviving Corporation
         will be left with an unreasonably small amount of capital with which to
         engage in its business. Neither Holdings nor CMI Acquisitions intends
         to incur, or believes that it has incurred, debts beyond its ability to
         pay such debts as they mature. Neither Holdings nor CMI Acquisitions
         contemplates the commencement of insolvency, bankruptcy, liquidation or
         consolidation proceedings or the appointment of a receiver, liquidator,
         conservator, trustee or similar official in respect of Holdings or CMI
         Acquisitions or any of their assets. Neither Holdings nor CMI
         Acquisitions is entering into this Agreement or consummating the Merger
         or any of the Related Transactions with any intent to hinder, delay or
         defraud any creditors of Holdings, CMI Acquisitions, the Surviving
         Corporation or CMI.


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<PAGE>   12

4.5      GOVERNMENTAL CONSENTS AND APPROVALS. The execution, delivery and
         performance of this Agreement and the consummation of the Transactions
         by Holdings and CMI Acquisitions do not and will not require any
         consent, approval, authorization or other order of, action by, filing
         with, or notification to, any governmental authority other than the
         filing of the appropriate merger documents with the Secretary of State
         of Delaware as required by the DGCL.

4.6      ABSENCE OF LITIGATION. There is no action pending or, to the knowledge
         of Holdings or CMI Acquisitions, threatened against Holdings or CMI
         Acquisitions, or any assets of either corporation, before any
         governmental authority which would prevent or delay consummation of the
         transactions contemplated by this Agreement, or otherwise prevent
         either corporation from performing any of their obligations under this
         Agreement and the consummation of the transactions contemplated
         thereby.

4.7      HOLDINGS AND MERGER SUB INCORPORATION. CMI Acquisitions and Holdings
         have been incorporated for the sole purpose of acting as a vehicle for
         the facilitation of the transactions contemplated by this Agreement and
         have not undertaken and will not undertake prior to the Effective Date
         any activities other than those specifically contemplated by this
         Agreement or otherwise required for such purpose. Each of Holdings and
         CMI Acquisitions has no subsidiaries, other than in the case of
         Holdings, CMI Acquisitions. CMI Acquisitions will at all times through
         the Closing be 100% owned by Holdings.

4.8      FINANCING. Holdings has received a letter agreement from BBV addressed
         to CMI attached hereto as Exhibit C which contemplates the purchase by
         BBV of approximately 200,000 shares of Holdings Common Stock. Holdings
         has received a proposal attached as Exhibit D from NationsBanc
         Montgomery Securities LLC addressed to CMI for the issuance of the New
         Notes. The payment of the Merger Consideration shall be funded from the
         proceeds, if any, received from the sale of the New Shares, the
         issuance of the New Notes and borrowings under the New Senior Credit
         Facility.

4.9      BROKERS. Except for fees and expenses detailed in Section 3.6, no
         broker, finder or investment banker is entitled to any brokerage,
         finder's or other fee or commission in connection with the Merger or
         any of the Related Transactions based upon arrangements made by or on
         behalf of Holdings or CMI Acquisitions.

4.10     DISCLAIMER. No representation or warranty is made by either Holdings or
         CMI Acquisitions except as expressly set forth in this Article 4.


                             ARTICLE 5 -- COVENANTS

         The parties agree as follows with respect to the period from and after
the execution of this Agreement.


                                       12

<PAGE>   13

5.1      GENERAL. Each of the Parties will use its reasonable best efforts to
         take all action and to do all things necessary in order to consummate
         and make effective the Merger (including the satisfaction of the
         closing conditions set forth in Article 6 below). Holdings and CMI
         Acquisitions will use their reasonable best efforts to take all actions
         and to do all things necessary in order to consummate and make
         effective the Related Transactions and to obtain the financing required
         to consummate and make effective the Merger and the transactions
         contemplated by this Agreement.

5.2      NOTICES AND CONSENTS. CMI will give any notices to third parties, and
         will use its reasonable best efforts to obtain any third-party
         consents, that are required in connection with the Merger or any of the
         Related Transactions to which it is a party.

5.3      REGULATORY MATTERS AND APPROVALS. Each of the Parties will give any
         notices to, make any filings with, and use its reasonable best efforts
         to obtain any authorizations, consents, and approvals of governments
         and governmental agencies that are required in connection with the
         Merger or any of the Related Transactions to which it is a party.
         Holdings shall take any action required to be taken by it under any
         applicable state securities laws in connection with the issuance of the
         Holdings Common Stock pursuant to the Merger and the Exchange.

5.4      STOCKHOLDER MEETING AND DISCLOSURE DOCUMENT. CMI will call a special
         meeting of its stockholders or will conduct a consent solicitation (the
         "SPECIAL MEETING") as soon as reasonably practicable in order that the
         stockholders may consider and vote upon or consent to the adoption of
         this Agreement and the approval of the Merger in accordance with the
         DGCL and all other applicable requirements. As soon as practicable
         following the date of this Agreement, CMI and Holdings shall prepare an
         Information Statement and Private Offering Memorandum with respect to
         the Merger, the Exchange and the other Related Transactions (the
         "DISCLOSURE DOCUMENT"). Subject to the board of directors of CMI's
         fiduciary duties under applicable law (as determined in good faith by
         the board after consultation with counsel)

         (a)      CMI will mail the Disclosure Document to its stockholders as
                  soon as reasonably practicable and

         (b)      the Disclosure Document will contain the affirmative
                  recommendation of the board of directors of CMI in favor of
                  the adoption of this Agreement and the approval of the Merger.

5.5      TERMS OF ADDITIONAL CAPITAL. Holdings and CMI Acquisition agree that,
         in connection with the transactions contemplated by this Agreement and
         the Related Transactions

         (a)      No shares of Holdings Common Stock or other capital stock will
                  be issued to any person or entity for an amount of
                  consideration, on a per share basis, less than $45 per share
                  (nor shall any options, warrants or any other type of security
                  convertible into


                                       13

<PAGE>   14

                  shares of Holdings Common Stock or other capital stock be
                  issued at an exercise price less than $45 per share) on or
                  prior to the date 3 months after the Effective Date in
                  connection with the Merger, the Exchange or the Related
                  Transactions other than

                  (i)      the Holdings Options issued pursuant to the Exchange
                           Agreement,

                  (ii)     options issued to certain key executives of Holdings
                           which shall entitle the holders thereof to receive,
                           upon exercise of such options, not more than 50,000
                           shares of capital stock of Holdings, and

                  (iii)    The rights granted to BBV pursuant to Section 5.9 of
                           the Holdings Stockholders Agreement (as defined in
                           Section 6.1(i)).

         (b)      Subject to the terms of the Holdings Stockholders Agreement,
                  the terms of the Holdings Common Stock issued in connection
                  with the Merger shall be identical to the terms of any common
                  stock of CMI issued to BBV or any other person or entity in
                  connection with the transactions contemplated by this
                  Agreement and the Related Transactions.

5.6      OLD NOTES. Prior to the Effective Time, either (a) Holdings, CMI
         Acquisitions or CMI, as the parties shall agree shall make a tender
         offer to purchase the debt of CMI then outstanding under the Indenture
         (the "EXISTING INDENTURE") dated as of October 28, 1993 between CMI and
         Chemical Bank, as trustee, or (b) if permitted by the Existing
         Indenture and the parties so agree, CMI shall make arrangements to
         discharge the Old Notes by payment to the Trustee of an amount
         sufficient to repay the Old Notes in full. Holdings, CMI Acquisitions
         or CMI will arrange for such tender offer or discharge, and for making
         payment (or causing the Surviving Corporation to make payment) of the
         amounts due such offer and shall take such reasonable actions as may be
         necessary to facilitate such tender offer or discharge and payment,
         provided that neither party shall be under any obligation to the other
         in connection with this Agreement if less than the minimum amount of
         Old Notes issued under the Existing Indenture specified in Section
         6.1(e) are tendered in response to such tender offer or the Old Notes
         cannot be discharged on terms satisfactory to Holdings or CMI. In
         connection with the tender offer, CMI will solicit consents from
         holders of Old Notes for a supplemental indenture on terms satisfactory
         to Holdings and CMI.

5.7      DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE.

         (a)      The Certificate of Incorporation and By-laws of the Surviving
                  Corporation shall contain the respective provisions that are
                  set forth, as of the date of this Agreement, in Article IX of
                  the Certificate of Incorporation and Article V of the By-laws
                  of CMI, which provisions shall not be amended, repealed or
                  otherwise modified for a period of six years from the
                  Effective Time in any manner that would affect adversely the


                                       14

<PAGE>   15

                  rights thereunder of individuals who at or at any time prior
                  to the Effective Time were directors, officers, employees,
                  fiduciaries or agents of CMI.

         (b)      For a period of six years after the Effective Time, Holdings
                  shall cause to be maintained in effect the current directors'
                  and officers' liability insurance policies maintained by CMI
                  (provided that Holdings or the Surviving Corporation may
                  substitute therefor policies that provide substantially
                  similar coverage) with respect to claims arising from facts or
                  events that occurred prior to the Effective Time.


                       ARTICLE 6 -- CONDITIONS TO CLOSING

6.1      CONDITIONS TO OBLIGATIONS OF CMI, HOLDINGS AND CMI ACQUISITIONS. The
         obligations of CMI, Holdings and CMI Acquisitions to consummate the
         Merger are subject to the satisfaction of the following conditions:

         (a)      CMI Stockholder Approval. This Agreement and the Merger shall
                  have been approved or consented to by the holders of not less
                  than 66 2/3's of the outstanding shares of CMI Common Stock in
                  accordance with CMI's Certificate of Incorporation, By-Laws,
                  applicable law and the existing CMI Stockholders' Agreement.

         (b)      Dissenting Stockholders. The number of shares of CMI Common
                  Stock with respect to which any CMI stockholders have
                  perfected their rights as dissenting stockholders under DGCL
                  ss.262 shall not exceed 5% of the outstanding shares of CMI
                  Common Stock.

         (c)      Exchange Agreement. The closing of the transactions
                  contemplated by the Exchange Agreement shall have occurred and

                  (i)      all of the CMI Options specified as being exchanged
                           in the Exchange Agreement shall have been exchanged,
                           and

                  (ii)     at least 190,000 shares of CMI Common Stock specified
                           as being exchanged in the Exchange Agreement shall
                           have been exchanged.

         (d)      New Shares. The New Shares shall have been issued and sold by
                  Holdings and Holdings shall have received not less than
                  $9,000,000 as the net proceeds of such issuance and sale.

         (e)      Old Notes. Either (i) holders of Old Notes that represent not
                  less than 80% of the aggregate outstanding principal amount of
                  such Old Notes shall have tendered and not withdrawn such Old
                  Notes in accordance with the tender offer contemplated by
                  Section 5.6, and sufficient consents to implement the
                  supplemental indenture shall have


                                       15

<PAGE>   16

                  been received and not withdrawn; or (ii) the Old Notes shall
                  have been discharged in accordance with the terms of the
                  Existing Indenture and on terms satisfactory to Holdings.

         (f)      New Notes and Additional Funding. The parties shall have
                  received through the issuance of the New Notes and borrowings
                  under the New Senior Credit Facility, together with amounts
                  received from the sale of the New Shares, an amount sufficient
                  to fund the purchase or discharge of the Old Notes, the
                  repayment of any existing bank debt and the payment of the
                  Merger Consideration.

         (g)      CMI Stockholders Agreement. The Amended and Restated
                  Stockholders Agreement by and among CMI and its stockholders,
                  dated February 4, 1992, as amended, shall have been terminated
                  prior to the Exchange.

         (h)      Holdings' Stockholders Agreement. The Stockholders Agreement
                  by and among Holdings and its stockholders, of near or even
                  date herewith (the "HOLDINGS STOCKHOLDERS AGREEMENT" attached
                  as Exhibit E) shall have been executed and delivered by
                  persons who will receive not less than 95% of the shares of
                  Holdings Common Stock (including any Shares that are to be
                  issued in connection with the Exchange or the Merger) to be
                  outstanding on the Effective Date (other than those to be
                  issued to BBV).

         (i)      Fairness Opinion. The Board of Directors of CMI shall have
                  received an opinion in form and substance satisfactory to CMI
                  from The Robinson-Humphrey Company, LLC or another investment
                  banking firm designated by CMI and reasonably satisfactory to
                  the holders of a majority of the outstanding shares of CMI
                  Common Stock to the effect that the Common Merger
                  Consideration is fair from a financial point of view to the
                  stockholders of CMI receiving the Common Merger Consideration.

         (j)      Governmental Consents, Authorizations etc.. All consents,
                  authorizations, orders and approvals of, and all filings and
                  registrations with, any applicable governmental authority
                  (other than the filing of the Certificate of Merger with the
                  Secretary of State of Delaware) which are required for or
                  necessary in connection with the execution and delivery by
                  CMI, Holdings or CMI Acquisitions of this Agreement, or the
                  consummation by CMI, Holdings or CMI Acquisitions of the
                  Merger and the Related Transactions, shall have been obtained
                  or made (or the requirement therefor shall have been duly and
                  validly waived), and, if applicable, any required waiting
                  period under the Hart-Scott-Rodino Antitrust Improvements Act
                  shall have expired.

         (k)      No Litigation. No action shall have been commenced or
                  threatened by or before any governmental authority against
                  CMI, Holdings or CMI Acquisitions seeking to restrain or
                  materially and adversely alter the form or substance of the
                  Merger or any


                                       16

<PAGE>   17

of the Related Transactions which in the reasonable, good faith determination of
CMI, CMI Holdings or CMI Acquisitions is likely to render it impossible or
unlawful to consummate the Merger and the Related Transactions.

         (l)      Third Party Consents. All third party consents and approvals
                  necessary for the confirmation of the Merger and the Related
                  Transactions shall have been obtained, if the failure to
                  obtain such approvals or consents, individually or in the
                  aggregate could in the reasonable judgment of CMI, Holdings or
                  CMI Acquisitions have a materially adverse effect upon the
                  consummation of the Merger or upon CMI, its business or
                  operations.

         (m)      Financing. The terms and conditions of the issuance of the New
                  Shares to BBV, the issuance of the New Notes, the New Senior
                  Credit Facility and any other financing arrangement entered
                  into by Holdings or CMI Acquisitions in connection with the
                  transactions contemplated by this Agreement shall be in form
                  and substance reasonably satisfactory to CMI, in the good
                  faith exercise of CMI's judgment.

6.2      CONDITIONS TO OBLIGATIONS OF CMI. In addition to the provisions of
         Section 6.1, the obligations of CMI to consummate the Merger are
         subject to the satisfaction of the following conditions:

         (a)      Representations and Warranties. The representations and
                  warranties of CMI Acquisitions and Holdings contained in this
                  Agreement shall have been true and correct when made and shall
                  be true and correct in all material respects as of the
                  Closing, with the same force and effect as if made as of the
                  Closing Date, the covenants and agreements contained in this
                  Agreement to be complied with by either CMI Acquisitions or
                  Holdings on or before the Closing shall have been complied
                  with in all material respects, and CMI shall have received a
                  certificate from an officer of Holdings to such effect signed
                  by such officer.

6.3      CONDITIONS TO OBLIGATIONS OF HOLDINGS AND CMI ACQUISITIONS. In addition
         to the provisions of Section 6.1, the obligations of Holdings and CMI
         Acquisitions to consummate the Merger are subject to the satisfaction
         of the following conditions:

         (a)      Representations and Warranties. The representations and
                  warranties of CMI contained in this Agreement shall have been
                  true and correct when made and shall be true and correct in
                  all material respects as of the Closing, with the same force
                  and effect as if made as of the Closing Date, the covenants
                  and agreements contained in this Agreement to be complied with
                  by either CMI on or before the Closing shall have been
                  complied with in all material respects, and Holdings shall
                  have received a certificate from an officer of CMI to such
                  effect signed by such officer.


                                       17

<PAGE>   18

                            ARTICLE 7 -- TERMINATION

7.1      TERMINATION OF AGREEMENT. Any of the Parties may terminate this
         Agreement with the prior authorization of its board of directors
         (whether before or after stockholder approval) as provided below:

         (a)      the parties may terminate this Agreement by mutual written
                  consent at any time prior to the Effective Time;

         (b)      CMI or Holdings may terminate this Agreement by giving written
                  notice to the other parties at any time prior to the Effective
                  Time in the event the fairness opinion referred to in Section
                  6.1(j) is withdrawn;

         (c)      any party may terminate this Agreement by giving written
                  notice to the other parties at any time after the date 60 days
                  after the date hereof in the event this Agreement and the
                  Merger fail to receive the requisite stockholder approval;

         (d)      any party may terminate this Agreement by giving written
                  notice to the other parties if the Closing shall not have
                  occurred by September 1, 1998; provided, however, that the
                  right to terminate this Agreement under this Section 7.1(d)
                  shall not be available to any party whose failure to fulfill
                  any obligation under this Agreement shall have been the cause
                  of, or shall have resulted in, the failure of the Closing to
                  occur on or prior to such date.

7.2      EFFECT OF TERMINATION. If any party terminates this Agreement pursuant
         to Section 7.1, all rights and obligations of the parties hereunder
         shall terminate without any liability of any party to any other party,
         except as provided in Section 8.1.


                           ARTICLE 8 -- MISCELLANEOUS

8.1      NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
         representations and warranties and agreements in this Agreement and in
         any certificate delivered pursuant hereto (excluding any
         representations and warranties contained in the Letter of Transmittal)
         are intended by the parties only to be conditions to their respective
         obligations to consummate the Merger and shall be terminated and
         extinguished by the occurrence of the Effective Time or upon the
         termination of the Merger pursuant to Section 7.1, as the case may be;
         provided however that the agreements set forth in Articles I and II and
         Sections 5.5, 5.6 and 5.7 and Article VIII and the representations set
         forth in Section 4.4 shall survive the Effective Time and those set
         forth in Article VIII shall survive termination. The sole remedy of
         Holdings and CMI Acquisitions, on the one hand, and CMI, on the other
         hand, for breach of any representation, warranty or agreement made by
         the other that does not survive termination pursuant to the first
         sentence of this Section 8.1 shall be to terminate this Agreement in


                                       18

<PAGE>   19

         accordance with the terms of Section 7.1; provided, that nothing in
         this Section 8.1 shall relieve any party from any willful breach of any
         representation, warranty or agreement set forth in this Agreement.

8.2      EXPENSES. Except as otherwise specified in this Agreement, all costs
         and expenses, including, without limitation, fees and disbursements of
         counsel, financial advisors and accountants, incurred in connection
         with this Agreement and the transactions contemplated hereby shall be
         paid by the party incurring such costs and expenses, whether or not the
         Closing shall have occurred. Notwithstanding the foregoing, it is
         agreed that, whether or not the Closing occurs, CMI shall be solely
         responsible for the payment of all fees, expenses and disbursements of
         Sutherland, Asbill & Brennan, LLP and Shearman & Sterling.

8.3      NOTICES.

         (a)      All notices and other communications given or made pursuant to
                  this Agreement shall be in writing and shall be sent by an
                  overnight courier service that provides proof of receipt,
                  mailed by registered or certified mail (postage prepaid,
                  return receipt requested) or telecopy to the parties at the
                  following addresses (or at such other address for a party as
                  shall be specified by like notice):

                  (i)      if to CMI to:

                                    CMI Industries, Inc.
                                    1301 Gervais Street
                                    Suite 700
                                    Columbia, South Carolina  29201
                                    Attention: Joseph L. Gorga
                                               Chairman
                                    Telecopy:  (803) 748-1738

                                    with a copy to:

                                    Shearman & Sterling
                                    599 Lexington Avenue
                                    New York, New York  10022
                                    Attention: Creighton O'M. Condon, Esq.
                                    Telecopy:  (212) 848-7179


                                       19

<PAGE>   20

                  (ii)     If to Holdings or CMI Acquisitions, to:

                                    CMI Management, Inc., or
                                    CMI Acquisitions, Inc.
                                    1301 Gervais Street
                                    Suite 700
                                    Columbia, South Carolina  29201
                                    Attention: Chief Financial Officer
                                    Telecopy:  (803) 748-1738

                           with a copy to:

                                    Sutherland, Asbill & Brennan LLP
                                    999 Peachtree Street, N.E.
                                    Atlanta, Georgia  30309-3996
                                    Attention: Ed Kallal, Esq.
                                    Telecopy:  (404) 853-8806

8.4      HEADINGS. The descriptive headings contained in this Agreement are for
         convenience of reference only and shall not affect in any way the
         meaning or interpretation of this Agreement.

8.5      SEVERABILITY. If any term or other provision of this Agreement is
         invalid, illegal or incapable of being enforced by any law or public
         policy, all other terms and provisions of this Agreement shall
         nevertheless remain in full force and effect so long as the economic or
         legal substance of the transactions contemplated hereby is not affected
         in any manner materially adverse to any party. Upon such determination
         that any term or other provision is invalid, illegal or incapable of
         being enforced, the parties hereto shall negotiate in good faith to
         modify this Agreement so as to effect the original intent of the
         parties as closely as possible in an acceptable manner in order that
         the transactions contemplated hereby are consummated as originally
         contemplated to the greatest extent possible.

8.6      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
         the parties hereto with respect to the subject matter hereof and
         thereof and supersede all prior agreements and undertakings, both
         written and oral, between the parties with respect to the subject
         matter hereof. The Disclosure Schedules and Schedules attached hereto
         are incorporated into this Agreement and made a part hereof.

8.7      ASSIGNMENT. Neither this Agreement nor any rights or obligations
         hereunder may be assigned by operation of law or otherwise without the
         express written consent of all of the other parties hereto (which
         consent may be granted or withheld by any party hereto in the sole
         discretion of such party).


                                       20

<PAGE>   21

8.8      NO THIRD PARTY BENEFICIARIES. This Agreement shall be binding upon and
         inure solely to the benefit of the parties hereto and their permitted
         assigns and nothing herein, except for Section 5.7, express or implied,
         is intended to or shall confer upon any other person or entity any
         legal or equitable right, benefit or remedy of any nature whatsoever
         under or by reason of this Agreement.

8.9      AMENDMENT. This Agreement may not be amended or modified except by an
         instrument in writing signed by, or on behalf of each of the Parties.

8.10     GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the internal laws of the State of Delaware, without
         regard to principles of conflict of laws.

8.11     COUNTERPARTS. This Agreement may be executed in one or more
         counterparts, and by the different parties hereto in separate
         counterparts, each of which when executed shall be deemed to be an
         original but all of which taken together shall constitute one and the
         same agreement. Delivery of an executed counterpart of a signature page
         to this Agreement by telecopy shall be effective as deliver of a
         manually executes counterpart of this Agreement.

8.12     PUBLIC ANNOUNCEMENTS. Unless otherwise required by applicable law, none
         of the parties shall issue any press release or otherwise make any
         public statements with respect to this Agreement or any transaction
         contemplated thereby without the prior written consent of CMI and
         Holdings.

8.13     HOLDINGS STOCKHOLDERS AGREEMENT. Holdings will execute the Holdings
         Stockholders Agreement immediately after the execution of this
         Agreement.

8.14     HOLDCO PAYMENT OBLIGATIONS. Holdco may delegate any payment obligation
         hereunder to CMI Acquisitions or to the Surviving Corporation; provided
         that no such delegation will relieve Holdco's obligations hereunder.


                         [signatures on following page]


                                       21

<PAGE>   22



         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above by their respective officers or
representatives thereunto duly authorized.


                                       CMI INDUSTRIES, INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       CMI MANAGEMENT, INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       CMI ACQUISITIONS, INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       22

<PAGE>   23

                                                                    EXHIBIT A TO
                                  CMI INDUSTRIES/CMI MANAGEMENT/CMI ACQUISITIONS
                                                                MERGER AGREEMENT


                             CERTIFICATE OF MERGER
                                       OF
                             CMI ACQUISITIONS INC.
                                 WITH AND INTO
                              CMI INDUSTRIES, INC.

                             =====================

The undersigned corporation does hereby certify:

FIRST:   That the name and state of incorporation of each of the constituent
         corporations of the merger are as follows:

<TABLE>
<CAPTION>
               Name                           State Of Incorporation
               ----                           ----------------------
         <S>                                  <C>
         CMI Industries, Inc.                        Delaware

         CMI Acquisitions, Inc.                      Delaware
</TABLE>

SECOND:  That an agreement of merger among the parties to the merger has been
         approved, adopted, certified, executed and acknowledged by each of the
         constituent corpora tions in accordance with the requirements of
         section 251 of the General Corporation Law of the State of Delaware.

THIRD:   The name of the surviving corporation of the merger is CMI Industries,
         Inc.

FOURTH:  The Certificate of Incorporation of CMI Industries, Inc. shall be the
         Certificate of Incorporation of the surviving corporation.

FIFTH:   That the executed agreement of merger is on file at the principal place
         of business of CMI Industries, Inc., the surviving corporation. The
         address of said principal place of business is 1301 Gervais Street,
         Suite 700, Columbia, SC 29201.

SIXTH:   That a copy of the agreement of merger will be furnished by CMI
         Industries, Inc., the surviving corporation, on request and without
         cost, to any stockholder of any constituent corporation.


                                       23

<PAGE>   24

SEVENTH: This Certificate of Merger shall be effective as of the opening of
         business on ____________, 1998.


         DULY EXECUTED, delivered and certified, under seal, by the duly
authorized officers of the Surviving Corporation on ___________ ____, 1998.

                                          CMI INDUSTRIES, INC.


(Corporate Seal)
                                          By:
                                             -----------------------------------
Attest:                                      Name:
       --------------------------------           ------------------------------
Name:                                             President
     ----------------------------------
     Secretary


                                       24

<PAGE>   25

                                                                    EXHIBIT B TO
                                  CMI INDUSTRIES/CMI MANAGEMENT/CMI ACQUISITIONS
                                                                MERGER AGREEMENT


                              LETTER OF TRANSMITTAL
        To Accompany Certificates Representing Shares of Common Stock of
                              CMI Industries, Inc.
          to be exchanged for cash and shares of CMI Investments, Inc.

                          By Mail or Hand Delivery to:

                                James A. Ovenden
                              CMI MANAGEMENT, INC.
                         1301 Gervais Street, Suite 700
                         Columbia, South Carolina 29201

                       To call for additional information:
                                James A. Ovenden
                                 (803) 771-4434

In connection with the merger of CMI Industries Inc. ("CMI") with a subsidiary
of CMI Management, Inc., which is to become effective on or about ________ __,
1998 (the "EFFECTIVE DATE", unless otherwise specified capitalized terms used
herein shall have the same meaning ascribed to such terms in the Merger
Agreement by and between CMI Management, Inc., CMI Acquisitions, Inc. and CMI
Industries, Inc. dated [__________] (the "MERGER AGREEMENT")):

1.       Representations and warranties. The undersigned hereby represents and
         warrants to CMI Management Inc. that

         1.1      Ownership of the Shares. The undersigned is the beneficial and
                  record owner of all shares of $1.00 par value common stock of
                  CMI Industries, Inc. represented by the share certificates
                  that accompany this letter of transmittal (the "CMI SHARES"),
                  free and clear of all liens, encumbrances, options, rights of
                  first refusal or other transfer restrictions, adverse claims
                  or any other charges of whatsoever nature.

         1.2      Authority. The undersigned has full right, capacity and
                  authority to vote such shares in connection with the Merger
                  contemplated by the Merger Agreement and to surrender them to
                  CMI Management Inc. together with this letter of transmittal.


                                       25

<PAGE>   26

         1.3      Disclosure Document. The undersigned or a duly authorized
                  representative or officer thereof has received and reviewed
                  the Disclosure Document (as defined in the Merger Agreement)
                  and understands the materials contained therein. The
                  undersigned has had an opportunity to ask questions of CMI and
                  Holdings concerning the Disclosure Document, the Merger
                  Agreement and the transactions contemplated by such documents
                  (the "TRANSACTIONS"), and CMI and Holdings has answered all
                  such questions to the full satisfaction of the Seller. The
                  undersigned has carefully read the New Stockholders Agreement
                  and has discussed their requirements and other applicable
                  limitations upon resale of the Securities with is counsel.

         1.4      Brokers. No broker, finder or investment banker is entitled to
                  any brokerage, finder's or other fee or commission in
                  connection with the Merger Agreement or the transactions
                  contemplated by the Merger Agreement based upon arrangements
                  made by or on behalf of the undersigned.

         1.5      Investment Considerations. The undersigned represents and
                  warrants that he is acquiring the shares of Holdings Common
                  Stock for his own account for the purpose of investment and
                  not with a view to or for sale in connection with any
                  distribution or other allocation thereof. The undersigned
                  further represents and warrants as follows:

                  (a)      The undersigned shall not make any sale, transfer or
                           other disposition of shares of Holdings Common Stock
                           (the "SECURITIES") in violation of the Securities Act
                           of 1933, as amended (the "1933 Act") or any
                           applicable state securities laws (the "State Acts").

                  (b)      The undersigned understands that the shares of
                           Holdings Common Stock have not been registered under
                           the Securities Act by reason of their issuance in a
                           transaction exempt from the registration requirements
                           of the Securities Act pursuant to Section 4(2) or
                           4(6) thereof, that the Securities are not being
                           registered under any State Acts on the ground that
                           this transaction is exempt from registration
                           thereunder and that reliance by Holdings on such
                           exemptions is predicated in part on his
                           representations set forth in this Agreement. The
                           undersigned agrees that Holdings may refuse to permit
                           him to sell, transfer or dispose of the Securities
                           unless there is in effect a registration statement
                           under any State Acts and the 1933 Act covering such
                           transfer or he furnishes an opinion of counsel,
                           satisfactory to counsel for Holdings, to the effect
                           that such registration is not required. The
                           undersigned also understands and agrees that stop
                           transfer instructions will be noted on the
                           appropriate records of Holdings and that there will
                           be placed on the certificate or certificates for the
                           shares, or


                                       26

<PAGE>   27

                           any substitutions therefor, a legend reflecting the
                           fact that the shares have not been registered under
                           the 1933 Act or any State Act.

                  (c)      The undersigned understands that he may not make any
                           sale of the Securities without registration under the
                           1933 Act except upon compliance with Regulation A,
                           Rule 144 or some other exemption from such
                           registration.

                  (d)      The undersigned understands that his ownership of the
                           shares of Holdings Common Stock may be subject to the
                           terms of the New Stockholders Agreement, which
                           contains certain restrictions on transfer, options
                           and other limitations on his ownership of Holdings
                           Common Stock.

                  (e)      The undersigned has received no public solicitation
                           or advertisement concerning an offer to sell the
                           shares.

                  (f)      The undersigned acknowledges and understands that the
                           acquisition of the Securities involves a high degree
                           of risk and can afford to lose his entire investment
                           in the Securities.

                  The undersigned further understands that the exemption from
                  registration afforded by Rule 144 under the Securities Act
                  depends on the satisfaction of various conditions and that, if
                  applicable, Rule 144 affords the exemptions of sale of the
                  Shares of Holdings Common Stock only in limited amounts under
                  certain conditions. The undersigned acknowledges that he has
                  had a full opportunity prior to the date hereof to ask
                  questions about the Company and Holdings and to request from
                  Holdings and has received all information which he deems
                  relevant in making a decision to participate in the Merger.

2.       Release. The undersigned releases CMI from any and all claims, rights
         and causes of action which the undersigned may have or may have had
         against CMI arising out of the purchase by the undersigned (or its
         predecessors) of the CMI Shares; provided however that nothing in this
         letter of transmittal waives, releases or restricts in any manner
         whatsoever any of the rights of the undersigned that arise under the
         Merger Agreement or this letter of transmittal.

3.       Surrender of Certificates. The undersigned, as registered holder of the
         stock certificate(s) listed below and accompanying this letter of
         transmittal (the "CMI STOCK CERTIFICATES"), hereby surrenders the
         attached certificates in exchange for a cash payment and a number
         shares of CMI Investments, Inc. for each share of CMI Industries, Inc.
         computed in accordance with the Merger Agreement.


                                       27

<PAGE>   28

  ALL HOLDERS MUST COMPLETE BOXES A, B, AND D AND ENCLOSE STOCK CERTIFICATES.

                              CERTIFICATES ENCLOSED


                                      BOX B

<TABLE>
<S>                                                   <C>                        <C>
Names and Address of Registered Holder(s)             Certificate Number(s)      Number of Shares

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

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

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

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

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

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

[ ] address change indicated above                    Total Shares:
</TABLE>


We will process letters of transmittal as submitted; however, to receive your
full entitlement of shares on this exchange, please submit all shares.

                                      BOX A

SIGN HERE (all registered holders)


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

---------------------------------------------
           Signature of owner(s)


---------------------------------------------
               Phone number


[ ] I have lost my certificate(s) for ____________ shares and require assistance
with respect to replacing the shares.

                                      BOX C

SIGNATURE GUARANTEE

Your signature must be notarized by a notary public


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



                               GENERAL INFORMATION

-        SIGNATURE GUARANTEE: Box C (Notarization) only needs to be completed if
         the registration of the new certificates will be different from the
         current registration or if Box E is completed.

-        LOST CERTIFICATES: If your certificates are lost, please check the
         small box above Box C, complete the Letter of Transmittal and return it
         to us as normal. There may be a fee required to replace lost
         certificates.


                                       28

<PAGE>   29

-        FRACTIONAL SHARES: Any fractional share amount resulting from the
         exchange will be paid in cash.

-        DIVIDENDS: Payment of any dividends accrued will be paid at the time
         the shares are submitted for exchange.

-        ADDRESS CHANGES: If your permanent address should be changed on our
         records, please indicate address change in Box A. An address in Box F
         will be treated as the one time only, special instructions.

                            IMPORTANT TAX INFORMATION

PLEASE PROVIDE YOUR SOCIAL SECURITY OR OTHER TAX IDENTIFICATION NUMBER ON THIS
SUBSTITUTE FORM W-9 AND CERTIFY THEREIN THAT YOU ARE NOT SUBJECT TO BACKUP
WITHHOLDING. FAILURE TO DO SO WILL SUBJECT YOU TO 31% FEDERAL INCOME TAX
WITHHOLDING FROM YOUR PAYMENT CHECK.


                                      BOX D
                               Substitute Form W-9

Please provide the Taxpayer Identification Number ("TIN") of the person
submitting this Letter of Transmittal in the box at right and certify by signing
and dating below.

Social Security Number


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


CERTIFICATION - Under penalties of perjury, the undersigned hereby certifies the
following: (1) The TIN shown above is the correct TIN of the person who is
submitting this Letter of Transmittal and who is required by law to provide such
TIN, or such person is waiting for a TIN to be issued, and (2) The person who is
submitting this Letter of Transmittal and who is required by law to provide such
TIN is not subject to backup withholding because such person has not been
notified by the Internal Revenue Service ("IRS") that such person is subject to
backup withholding, or because the IRS has not notified such person that he or
she is no longer subject to backup withholding, or because such person is an
exempt payee.

Signature:                                       Date:
          -----------------------------------         --------------------------


                                       29

<PAGE>   30

<TABLE>
                      BOX E                                                               BOX F
----------------------------------------------------------          ----------------------------------------------------------
          Special Payment Instructions                                        Special Delivery Instructions
----------------------------------------------------------          ----------------------------------------------------------
<S>                                                                 <C>  
To be completed ONLY if the certificate is to be                    To be completed ONLY if the certificate is to be delivered
registered in the name(s) of someone other than the                 to an address other than that in Box A.
registered holder(s) in Box A.  This may be done only with
the written consent of CMI Investments, Inc.                        MAIL TO:

ISSUE TO
                                                                    ----------------------------------------------------------
-----------------------------------------------------------                               Name
                      Name
                                                                    ----------------------------------------------------------
-----------------------------------------------------------                          Street Address
                 Street Address
                                                                    ----------------------------------------------------------
-----------------------------------------------------------                     City, State and Zip Code
            City, State and Zip Code

-----------------------------------------------------------
                  Tax ID Number
</TABLE>


                                       30