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                                                                    EXHIBIT 10.3

                           RESTRICTED STOCK AGREEMENT
                                    UNDER THE
                              WOLVERINE TUBE, INC.
                           2003 EQUITY INCENTIVE PLAN
                        (As amended as of July 24, 2003)

RESTRICTED STOCK AGREEMENT (the "Agreement"), dated as of DATE (the "Grant
Date"), between WOLVERINE TUBE, INC., a Delaware corporation (the "Company"),
and the other party signatory hereto (the "Participant").

WHEREAS the Participant is currently an officer or employee of the Company or
one of its Subsidiaries and, pursuant to the Company's 2003 Equity Incentive
Plan, as amended (the "Plan") and upon the terms and subject to the conditions
hereinafter set forth, the Company desires to provide the Participant with an
incentive to remain in its employ and to increase his or her interest in the
success of the Company through the granting to the Participant of restricted
shares of common stock of the Company, par value $0.01 per share as described on
Exhibit A hereto (the "Restricted Stock").

NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree as follows:

      1.    Incorporation of Plan Terms; Definitions. This Agreement and the
            Restricted Stock shall be subject to the Plan, the terms of which
            are hereby incorporated herein by reference, and in the event of any
            conflict between the Plan and this Agreement, the Plan shall govern.
            Capitalized terms used herein without definition shall have the
            meanings assigned to them in the Plan.

      2.    Grant of Restricted Stock. Subject to the terms, conditions and
            restrictions set forth in this Agreement and in the Plan, the
            Company hereby grants to the Participant, effective as of the Grant
            Date, the Restricted Stock specified on Exhibit A hereto. The
            Restricted Stock shall be fully paid and nonassessable and shall be
            represented by a certificate or certificates registered in the name
            of the Participant or an appropriate entry in the stock records of
            the Company maintained by its transfer agent. Any such
            certificate(s) registered in the name of the Participant and any
            such stock book entry account shall bear a legend or other
            appropriate designation referring to the restrictions hereinafter
            set forth.

      3.    Restrictions on Transfer of Restricted Stock. The shares of
            Restricted Stock may not be sold, transferred, assigned, pledged,
            exchanged or otherwise encumbered or disposed of by the Participant
            until they have become nonforfeitable in accordance with Section 4,
            except (a) to the Company; (b) by will or the laws of descent and
            distribution; (c) pursuant to a domestic relations order in
            settlement of marital property rights; (d) to a revocable trust
            under circumstances where the Participant is the trustee or
            co-trustee of such revocable trust and the trust beneficiaries are
            limited to the Participant, and in the event of the Participant's
            death, the Participant's spouse, lineal descendants and lineal
            ancestors; or (e) to or for the benefit of the Participant's
            Immediate Family (including, without limitation, to a trust for the
            benefit of the Participant's Immediate Family or to a partnership or
            a limited liability company whose only partners or members are the
            Participant and/or the Participant's Immediate Family). Any such
            permitted transferee (other than the Company) shall remain subject
            to all the terms and conditions applicable

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            to the Restricted Stock prior to such transfer. Any purported
            transfer, encumbrance or other disposition of the Restricted Stock
            that is in violation of this Section 3 shall be null and void, and
            the other party to any such purported transaction shall not obtain
            any rights to or interest in the Restricted Stock.

      4.    Vesting of Restricted Stock. (a) On each anniversary of the Grant
            Date, the number of shares of Restricted Stock equal to fifty
            percent (50%) multiplied by the initial number of shares of
            Restricted Stock specified in this Agreement shall become
            nonforfeitable on a cumulative basis until all of the shares of
            Restricted Stock have become nonforfeitable, subject to the
            Participant's remaining in the continuous employ of the Company or
            one of its Subsidiaries. For purposes of this Agreement, the
            continuous employment of the Participant with the Company or one of
            its Subsidiaries shall not be deemed to have been interrupted, and
            the Participant shall not be deemed to have ceased to be an employee
            of the Company or one of its Subsidiaries, by reason of the transfer
            of the Participant's employment among the Company and its
            Subsidiaries or a leave of absence approved by the Board.

            (b) Notwithstanding the provisions of Section 4(a), all of the
            shares of Restricted Stock shall immediately become nonforfeitable
            in the event of (i) a Change in Control, or (ii) the Participant's
            retirement, death or permanent and total disability while in the
            employ of the Company or one of its Subsidiaries. For purposes of
            this Agreement, the term "retirement" shall mean the Participant's
            termination or resignation of continuous employment of the
            Participant with the Company or one of its Subsidiaries on or after
            the Participant has attained an age at which the Participant
            qualifies for retirement under a pension plan of the Company or one
            of its Subsidiaries; provided, however, that should the Participant
            not be qualified for retirement under a pension plan of the Company
            or one of its Subsidiaries at the time of such termination or
            resignation, whether the Participant has retired for purposes of
            this Agreement shall be determined in good faith by the Committee,
            and such determination shall be final and binding on all persons.

      5.    Forfeiture of Restricted Stock. Subject to Section 4(b), and except
            as the Board may determine on a case-by-case basis, any shares of
            Restricted Stock that have not theretofore become nonforfeitable
            shall be forfeited if the Participant ceases to be continuously
            employed by the Company or one of its Subsidiaries at any time prior
            to the applicable vesting date. In the event of a forfeiture, the
            certificate(s) or stock book entry account representing the shares
            of Restricted Stock shall be cancelled. In the event of a
            termination for cause, all shares of Restricted Stock on which the
            restrictions described in Section 3 have not lapsed shall be
            forfeited. For purposes of this Agreement, "cause" shall mean (i)
            the failure or refusal of the Participant to perform the duties of
            his or her employment, (ii) the Participant's fraud or dishonesty
            against the Company or any of its Subsidiaries, or (iii) the
            Participant's willful or negligent acts or omissions which are
            materially harmful to the Company or any of its Subsidiaries,
            including, without limitation, the Participant's unauthorized
            disclosure of confidential information related to the business of
            the Company or any of its Subsidiaries. Whether the Participant's
            employment has been terminated for cause shall be determined in good
            faith by the Committee, and such determination shall be final and
            binding on all persons.

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      6.    Voting and Dividend Rights. Except as otherwise provided herein, the
            Participant shall have all of the rights of a stockholder with
            respect to the shares of Restricted Stock, including the right to
            vote such shares and receive any dividends that may be paid thereon.

      7.    Retention of Stock Certificate(s) by the Company. Any certificate(s)
            representing the Restricted Stock shall be held in custody by the
            Treasurer of the Company for the account of the Participant,
            together with a stock power endorsed in blank by the Participant
            with respect thereto, until those shares have become nonforfeitable
            in accordance with Section 4. The Participant shall deliver to the
            attention of the Treasurer at the Company's home office such stock
            power, endorsed in blank, relating to any certificated Restricted
            Stock simultaneously with the execution of this Agreement or as
            requested hereafter. Any certificate(s) for shares of unrestricted
            stock shall be delivered to the Participant as soon as reasonably
            practicable after the period of forfeiture has expired without
            forfeiture in respect of such shares of Restricted Stock.

      8.    No Rights to Grants or Continued Employment. The Participant shall
            not have any claim or right to receive grants under the Plan.
            Nothing contained in this Agreement or the Plan shall confer upon
            the Participant any right to be retained in the employ of the
            Company or any of its Subsidiaries, nor limit or affect in any
            manner the right of the Company or any of its Subsidiaries to
            terminate the employment or adjust the compensation of the
            Participant.

      9.    Taxes and Withholding. As a condition to the issuance or vesting of,
            or lapse of restrictions pertaining to, any Restricted Stock
            pursuant to this Agreement, the Company may, in the discretion of
            the Committee, require the Participant to pay such sum to the
            Company (or any of its Subsidiaries or affiliates) as may be
            necessary to discharge the obligations of the Company (or any of its
            Subsidiaries or affiliates) with respect to any taxes, assessments
            or other governmental charges imposed on property or income received
            by the Participant pursuant to the Plan and this Agreement. In the
            discretion of the Committee, such payment may be in the form of cash
            or other property. In the discretion of the Committee, the Company
            may (a) cause any such withholding obligation to be satisfied by
            withholding shares otherwise available for delivery to the
            Participant that have a Fair Market Value on the date the tax is to
            be determined equal to the minimum statutory total tax which could
            be imposed on the transaction; or (b) deduct or withhold from any
            payment or distribution to a Participant whether or not pursuant to
            the Plan or this Agreement.

      10.   Compliance with Law. The Company shall make reasonable efforts to
            comply with all applicable federal and state securities laws;
            provided, however, notwithstanding any other provision of this
            Agreement, the Company shall not be obligated to issue any
            restricted or unrestricted common stock or other securities pursuant
            to this Agreement if the issuance thereof would result in a
            violation of any such law.

      11.   Waiver. The waiver by either party of compliance with any provision
            of this Agreement by the other party shall not operate or be
            construed as a waiver of any other provision of this Agreement, or
            of any subsequent breach by such party of a provision of this
            Agreement.

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      12.   Severability. In the event that one or more of the provisions of
            this Agreement shall be invalidated for any reason by a court of
            competent jurisdiction, any provision so invalidated shall be deemed
            to be separable from the other provisions hereof, and the remaining
            provisions hereof shall continue to be valid and fully enforceable.

      13.   Headings. The headings of sections and subsections herein are
            included solely for convenience of reference and shall not affect
            the meaning of any of the provisions of this Agreement.

      14.   Counterparts. This Agreement may be executed in one or more
            counterparts, each of which shall be deemed to be an original, but
            all such counterparts shall together constitute one and the same
            Agreement.

      15.   Governing Law. This Agreement shall be governed by and construed in
            accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by two
of its duly authorized officers and the Participant has executed this Agreement,
both as of the Grant Date.

                                      WOLVERINE TUBE, INC.

                                      By:
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                                          Name:  Dennis Horowitz
                                          Title: Chairman, President and
                                                 Chief Executive Officer

                                      By:
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                                          Name:  James E. Deason
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                                      PARTICIPANT

                                      By: ______________________________________

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