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                                                                   EXHIBIT 10.17





                     LEAVITT TUBE COMPANY

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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CONTENTS
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<TABLE>
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                                                                            PAGE
<S>              <C>                                                         <C>
Article 1.       Establishment and Purpose  . . . . . . . . . . . . . . . .   1

Article 2.       Definitions  . . . . . . . . . . . . . . . . . . . . . . .   1

Article 3.       Administration . . . . . . . . . . . . . . . . . . . . . .   3

Article 4.       Eligibility and Participation  . . . . . . . . . . . . . .   3

Article 5.       Profit Sharing Benefits  . . . . . . . . . . . . . . . . .   4

Article 6.       Forfeiture of Benefits . . . . . . . . . . . . . . . . . .   5

Article 7.       Change in Control  . . . . . . . . . . . . . . . . . . . .   5

Article 8.       Rights of Participants . . . . . . . . . . . . . . . . . .   5

Article 9.       Withholding of Taxes . . . . . . . . . . . . . . . . . . .   6

Article 10.      Amendment and Termination  . . . . . . . . . . . . . . . .   6

Article 11.      Miscellaneous  . . . . . . . . . . . . . . . . . . . . . .   7
</TABLE>
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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE 1.       ESTABLISHMENT AND PURPOSE.

         1.1     ESTABLISHMENT.  Leavitt Tube Company, Inc., a Delaware
corporation (the "Company"), hereby establishes, effective as of August 30,
1996, a nonqualified supplemental executive retirement plan for key employees
as described herein, which shall be known as the "Leavitt Tube Company
Supplemental Executive Retirement Plan" (the "Plan").

         1.2     PURPOSE.  The principal purpose of the Plan is to provide
protection against reductions in Company profit sharing contributions under the
Qualified Profit Sharing Plan which are limited by operation of certain tax
laws.

ARTICLE 2.       DEFINITIONS.

         Whenever used herein, the following terms shall have the respective
meanings set forth below:

         (a)     "Board" means the Board of Directors of the Company.

         (b)     "Change in Control" of the Company shall be deemed to have
                 occurred as of the first day that any one or more of the
                 following conditions shall have been satisfied:

                   (i)    Any Person (other than those Persons in control of
                          the Company as of the Effective Date, or other than a
                          trustee or other fiduciary holding securities under
                          an employee benefit plan of the Company, or a
                          corporation owned directly or indirectly by the
                          stockholders of the Company in substantially the same
                          proportions as their ownership of stock of the
                          Company), becomes the beneficial owner, directly or
                          indirectly, of securities of the Company representing
                          fifty percent (50%) or more of the combined voting
                          power of the Company's then outstanding securities;
                          or

                  (ii)    During any period of two (2) consecutive years (not
                          including any period prior to the execution of this
                          Agreement), individuals who at the beginning of such
                          period constitute the Board (and any new Director,
                          whose election by the Company's stockholders was
                          approved by a vote of at least two-thirds (2/3) of
                          the Directors then still in office who either were
                          Directors at the beginning of the period or whose
                          election or nomination for election was so approved),
                          cease for any reason to constitute a majority
                          thereof; or

                 (iii)    The stockholders of the Company approve:  (a) a plan
                          of complete liquidation of the Company; or (b) an
                          agreement for the sale or disposition of all or
                          substantially all the Company's assets; or (c) a
                          merger,





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                          consolidation, or reorganization of the Company with
                          or involving any other corporation, other than a
                          merger, consolidation, or reorganization that would
                          result in the voting securities of the Company
                          outstanding immediately prior thereto continuing to
                          represent (either by remaining outstanding or by
                          being converted into voting securities of the
                          surviving entity), at least fifty percent (50%) of
                          the combined voting power of the voting securities of
                          the Company (or such surviving entity) outstanding
                          immediately after such merger, consolidation, or
                          reorganization.

                 However, in no event shall a Change in Control be deemed to
                 have occurred, with respect to the executive, if the executive
                 is part of a purchasing group which consummates the
                 Change-in-Control transaction.   The executive shall be deemed
                 "part of a purchasing group" for purposes of the preceding
                 sentence if the executive is an equity participant in the
                 purchasing company or group (except for (i) passive ownership
                 of less than three percent (3%) of the stock of the purchasing
                 company; or (ii) ownership of equity participation in the
                 purchasing company or group which is otherwise not
                 significant, as determined prior to the Change in Control by a
                 majority of the nonemployee continuing Directors).

         (c)     "Code" means the Internal Revenue Code of 1986, as amended.

         (d)     "Committee" means the Compensation Committee, or any other
                 committee appointed by the Board to administer the Plan, or if
                 no such committee is appointed, the Board.

         (e)     "Company" means Leavitt Tube Company, Inc., a Delaware
                 corporation.

         (f)     "Compensation" shall have the same meaning as defined in the
                 Qualified Profit Sharing Plan.

         (g)     "Disability" shall have the same meaning as defined in the
                 Qualified Profit Sharing Plan.

         (h)     "Normal Retirement Age" means the date of a Participant's 65th
                 birthday.

         (i)     "Participant" means an individual whose Qualified Profit
                 Sharing Plan contributions are affected by Sections 415 or
                 401(a)(17) of the Code, or other individuals selected by the
                 Committee for participation in the Plan.

         (j)     "Plan" means the Leavitt Tube Company Supplemental Executive
                 Retirement Plan as set forth in this document.

         (k)     "Qualified Profit Sharing Plan" means the tax qualified
                 defined contribution profit sharing plan known as the Leavitt
                 Tube Company Salaried Employees Profit Sharing and 401(k)
                 Plan.





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         (l)     "Retirement" means a voluntary termination of a Participant's
                 employment at any time following Normal Retirement Age.

         (m)     "Top-Hat Group" means those executives who comprise a select
                 group of management or highly compensated employees.

         (n)     "Year" or "Plan Year" means the calendar year.

ARTICLE 3.       ADMINISTRATION.

         3.1     AUTHORITY OF THE COMMITTEE.  The Plan shall be administered by
the Committee.  However, the Committee may delegate any and all of its
authority granted under the Plan to any executive or executives of the Company.

         The Committee shall have the same powers, rights, duties, and
obligations as are extended to the Committee in the Qualified Profit Sharing
Plan, including but not limited to, the right to establish rules for the
administration of the Plan.

         3.2     INDEMNIFICATION.  The members of the Committee and the Board,
and the agents, officers, directors, and employees of the Company and its
affiliates shall be indemnified and held harmless by the Company from and
against any and all claims, loss, damages, expenses (including reasonable
counsel fees) and liability to which any such person may be subjected by reason
of any act done or omitted to be done with respect to the Plan, except where
the same is finally adjudicated to be due to the wilful misconduct of such
person.

         3.3     DECISIONS BINDING.  The Committee shall have the exclusive
right and the maximum discretion permitted by law to construe, interpret, and
apply the provisions of the Plan.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan, and all related orders or
resolutions of the Board and the Committee shall be final, conclusive, and
binding on all persons, including the Company, its stockholders, employees,
Participants, and their estates and beneficiaries.

ARTICLE 4.       ELIGIBILITY AND PARTICIPATION.

         4.1     ELIGIBILITY.  Persons eligible to participate in the Plan
shall include all individuals in the Top-Hat Group whose Qualified Profit
Sharing Plan contributions are limited by Code Sections 415 or 401(a)(17).  In
addition, the Plan may include key executives of the Company, as selected by
the Committee, at its sole discretion.  It is the intent of the Company to
extend eligibility only to those executives who comprise a select group of
management or highly compensated employees, such that the Plan shall qualify
for treatment as a "Top-Hat" plan under the Employee Retirement Income Security
Act of 1974, as amended.

         In the event a Participant no longer meets the requirements for
participation in the Plan, such Participant shall become an inactive
Participant, retaining all benefits accrued under the Plan, except the right to
any future participation or benefit accruals, until such time that the
Participant again becomes an active Participant.





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         4.2     NOTIFICATION OF ELIGIBILITY.  An employee shall, within thirty
(30) calendar days of becoming eligible to participate in the Plan, be notified
by the Company of such eligibility.

ARTICLE 5.       PROFIT SHARING BENEFITS.

         5.1     COMPANY CONTRIBUTIONS.  For each Year in which an employee is
a Participant, the Company shall credit to each Participant's account in the
Plan an amount equal to (a) minus (b) where:

         (a)     Is the amount which would have been credited to the
                 Participant's account under the Qualified Profit Sharing Plan
                 from employer profit sharing contributions and forfeitures for
                 such Year had the amounts not been limited by Section 415
                 and/or Section 401(a)(17) of the Code; and

         (b)     Is the amount which actually is credited to the Participant's
                 account under the Qualified Profit Sharing Plan from employer
                 profit sharing contributions and forfeitures for such Year.

         5.2     DISCRETIONARY CONTRIBUTIONS.  For each Plan Year, the
Committee also shall have the ability to make discretionary contributions to
the Plan, on behalf of each Participant actively employed by the Company at the
end of such Plan Year; however, the Company is not required to make a
contribution in any Plan Year.  The amount of any such discretionary
contribution shall be at the complete discretion of the Committee and may vary
for each Participant.

         5.3     VESTING OF COMPANY CONTRIBUTIONS.  Each Participant shall vest
in his or her Company contributions described under Articles 5.1 and 5.2 herein
according to the following schedule:


<TABLE>
<CAPTION>
====================================================================
 NUMBER OF YEARS
 OF CREDITED SERVICE                      CUMULATIVE
 UNDER THE QUALIFIED                      PERCENTAGE OF VESTED
 PROFIT SHARING PLAN                      COMPANY CONTRIBUTIONS
--------------------------------------------------------------------
 <S>                                        <C>
 1                                           20%
 2                                           40%
 3                                           60%
 4                                           80%
 5                                          100%
--------------------------------------------------------------------
</TABLE>

         5.4     FORM AND TIMING OF BENEFIT PAYMENTS.  Vested benefit payments
under this Plan shall be paid in cash in a single lump sum and shall be paid
out as soon as practicable following termination of employment.





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         5.5     EARNINGS ON COMPANY CONTRIBUTIONS.  Company contributions
under the Plan shall be credited with earnings, compounded on an annual basis,
at a rate determined by the Committee to be equal to the rate of return on
those securities held during the corresponding period by the Qualified Profit
Sharing Plan "Balanced Fund."

         5.6     DISTRIBUTION UPON DEATH OR DISABILITY.  In the event of death
or Disability, all benefits payable under this Plan shall vest in full and be
paid to Participants or beneficiaries in the manner set forth in Article 5.4
herein.

         5.7     BENEFICIARY.  The beneficiary designated by each Participant
under the Qualified Profit Sharing Plan shall be the beneficiary of the
Participant's benefits under this Plan.

ARTICLE 6.       FORFEITURE OF BENEFITS.

         6.1     TERMINATION FOR CAUSE.  In the event that a Participant's
employment is terminated by the Company as a result of the Participant's being
convicted of a felony, or because of the Participant's repeated occurrences of
grossly inadequate performance, as determined by the Board in its sole
discretion, as of the date of such determination, the Participant shall forfeit
all rights and entitlement to benefit payments from this Plan.

         6.2     OTHER TERMINATIONS.  In the event of a Participant's
termination of employment for any reason other than death, Disability, or for
"Cause" (as provided in Article 6.1 herein), the vested portion of the
Participant's benefit shall be paid out in accordance with Article 5.4 herein.
All nonvested amounts shall be forfeited to the Company unless the Committee,
at its sole discretion, should decide otherwise.

ARTICLE 7.       CHANGE IN CONTROL.

         Upon the occurrence of a Change in Control, all benefits payable under
the Plan, including nonvested contributions, shall vest in full.  If an
employee is terminated subsequent to a change in control, all amounts will be
paid in full in accordance with Article 5.4, except for benefits impacted by
Article 6.1.

ARTICLE 8.       RIGHTS OF PARTICIPANTS.

         8.1     CONTRACTUAL OBLIGATION.  The Plan shall create a contractual
obligation on the part of the Company to provide the benefits specified in this
Plan to Participants.

         8.2     UNSECURED INTEREST.  All benefits paid under the Plan shall be
paid in cash from the general assets of the Company.  Such amounts shall be
reflected on the accounting records of the Company but shall not be construed
to create or require the creation of a trust, custodial or escrow account, nor
create a trust or fiduciary relationship of any kind between the Company and a
Participant or any other person.  No Participant or party claiming an interest
in contributions made on behalf of a Participant shall have any interest
whatsoever in any specific asset of the Company.  To the extent that any party
acquires a right to receive payments under the Plan, such right shall be
equivalent to that of an unsecured general creditor of the Company.





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         The Company may establish one or more trusts, with such trustee as the
Committee may approve, for the purpose of providing for the payment of deferred
amounts and/or contributions.  Such trust or trusts may be irrevocable, but the
assets thereof shall be subject to the claims of the Company's general
creditors.  To the extent any contributions under the Plan are actually paid
from any such trust, the Company shall have no further obligation with respect
thereof, but to the extent not so paid, such deferred amounts and contributions
shall remain the obligation of, and shall be paid by, the Company.

         8.3     EMPLOYMENT.  Nothing in the Plan shall interfere with nor
limit in any way the right of the Company to terminate any Participant's
employment at any time, nor confer upon any Participant any right to continue
in the employ of the Company.

         8.4     PARTICIPATION.  No employee whose participation is at the
discretion of the Committee as set forth in Article 2(i) and the second
sentence of Article 4.1 of the Plan shall have the right to be selected as a
Participant, or, having been so selected for any given Year, to be selected
again for any other Year.

ARTICLE 9.       WITHHOLDING OF TAXES.

         The Company shall have the right to require Participants to remit to
the Company an amount sufficient to satisfy Federal, state, and local
withholding tax requirements, or to deduct from all payments made pursuant to
the Plan amounts sufficient to satisfy withholding tax requirements.

ARTICLE 10.      AMENDMENT AND TERMINATION.

         The Company hereby reserves the right to amend, modify, or terminate
the Plan at any time by action of the Committee.  Except as described below in
this Article 10, no such amendment or termination shall in any material manner
adversely affect any Participant's rights to contributions previously credited
to the Participant, or interest earned thereon, without the consent of the
Participant.

         The Plan is intended to comprise both an ERISA excess benefit plan (to
the extent it provides protection against reductions pursuant to Code Section
415) and an unfunded arrangement of deferred compensation maintained primarily
for the purpose of providing additional retirement benefits for a select group
of "management or highly compensated employees" within the meaning of Sections
201, 301, and 401 of ERISA, and therefore to be exempt from the provisions of
Parts 2, 3, and 4 of Title I of ERISA.  Accordingly, the Board may terminate
the Plan and commence termination payout for all or certain Participants, or
remove certain employees as Participants, if it is determined by the United
States Department of Labor or a court of competent jurisdiction that the Plan
constitutes an employee pension benefit plan within the meaning of Section 3(2)
of ERISA which is not so exempt.  If payout is commenced pursuant to the
operation of this Article 10, the payment of such amounts shall be made in the
manner described under Article 5.6 herein.





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ARTICLE 11.      MISCELLANEOUS.

         11.1    NOTICE.  Any notice or filing required or permitted to be
given to the Company under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail to the Treasurer of the
Company.  Notice to the Treasurer of the Company, if mailed, shall be addressed
to the principal executive offices of the Company.  Notice mailed to a
Participant shall be at such address as is given in the records of the Company.
Notices shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.

         11.2    NONTRANSFERABILITY.  Participants' rights to contributions and
interest earned thereon under the Plan may not be sold, transferred, assigned,
or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.  In no event shall the Company make any payment under
the Plan to any assignee or creditor of a Participant.

         11.3    SEVERABILITY.  In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

         11.4    GENDER AND NUMBER.  Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular, and the singular shall include the plural.

         11.5    COSTS OF THE PLAN.  All costs of implementing and
administering the Plan shall be borne by the Company.

         11.6    APPLICABLE LAW.  The Plan shall be governed and construed in
accordance with the applicable provisions of Part I, Title I of ERISA and the
laws of the State of Illinois, other than its laws with respect to choice and
conflicts of law.

         11.7    SUCCESSORS.  All obligations of the Company under the Plan
shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or
assets of the Company.

         11.8    EFFECT ON OTHER BENEFIT PLANS.  Amounts credited or paid under
this Plan shall not be considered to be Compensation for the purposes of the
Qualified Profit Sharing Plan.  The treatment of such amounts under other
employee benefit plans shall be determined pursuant to the provisions of such
plans.





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